KJK TIF6REDEVELOPER'S CLOSING CERTIFICATE
THIS CLOSING CERTIFICATE is dated effective as of August 5, 2022, and is made
by KJK Investments, LP, a Nebraska limited partnership ("Redeveloper"), for the benefit of
the Community Development Agency of the City of Blair, Nebraska (the "Agency") and the
City of Blair, Nebraska (the "City").
RECITALS
This Closing Certificate is provided in comiection with the certain terms and conditions
of that certain "Redevelopment Contract (The Grant Street Industrial Park Redevelopment Project
— Phase One)," dated December 14, 2021, by and between Redeveloper and the Agency (the
"Redevelopment Contract"). The purpose of this Closing Certificate is to evidence
Redeveloper's representations and warranties related to the Redevelopment Contract in order to
effectuate the closing by and between the Agency and Redeveloper related to a $710,000.00 tax
increment revenue bond entitled Tax Increment Revenue Bond of The Community Development
Agency of the City of Blair, Nebraska (Grant Street Industrial Park Redevelopment Project —
Phase One), Series 2022, date of issue — August 5, 2022 (the "Bond"), issued by the Agency
pursuant to Resolution No. 2022-1, passed and approved June 14, 2022 (the "Resolution"), by
which Redeveloper will be granted the net bond proceeds along with the rights to certain
incremental tax payments ("TIF Revenues") as outlined in the Redevelopment Contract and
Resolution as reimbursement for costs expended pursuant to the Redevelopment Contract, and
which closing is scheduled to occur on or about August 5, 2022. Capitalized terms used herein
and not otherwise defined herein shall have the meanings provided to such terms in the
Redevelopment Contract.
AGREEMENT
NOW, THEREFORE, Redeveloper hereby certifies and agrees as follows:
1. Restatement of Redevelopment Contract Representations and Warranties.
All representations and warranties made by Redeveloper relating to the Redevelopment Contract
are true and correct in all respects as of this date. These representations and warranties
specifically include, but are not limited to, the following:
A. Redeveloper, a Nebraska limited liability company which is authorized and
qualified to transact business in the State of Nebraska, is not in violation of any
provisions of its articles or operating agreement, is authorized to enter into and perform
its obligations under the Redevelopment Contract and this Closing Certificate and, to the
best knowledge of Redeveloper, is not in violation of the laws of the State of Nebraska.
B. Throughout the term of the Redevelopment Contract, Redeveloper will reasonably
endeavor to rehabilitate, operate and maintain Phase One in accordance with the terms of
the Redevelopment Contract and all applicable local, state and federal laws and
regulations.
C. Phase One shall be completed by Redeveloper at an estimated cost of $4,421,000
on or before January 1, 2029.
D. Prior to the earlier of completion of Phase One or the first disbursement of TIF
Revenues, Redeveloper shall certify that it has incurred Eligible Costs in an amount equal
to or exceeding $710,000.00, as evidenced by paid invoices or other evidence acceptable
to the Agency. If Redeveloper has not made such certification prior to the first
disbursement of TIF Revenues, the principal amount of the Bond shall be reduced to
reflect the Eligible Costs certified to the Agency as of such date.
E. Redeveloper has received no notice or communication from any local, state or
federal official or body that the activities of Redeveloper respecting the Phase One Area
or the construction of Phase One thereon may be or will be in violation of any law or
regulation (including without limitation environmental, zoning, building code and public
health laws and regulations).
F. Redeveloper will use its best efforts to obtain or to cause others to obtain, in a
timely manner, all required permits, licenses and approvals and to meet all requirements
of all applicable local, state and federal laws and regulations which must be met for Phase
One to be lawfully constructed, occupied or operated.
G. The execution and delivery of the Redevelopment Contract, the consummation of
the transactions contemplated therein and the fulfillment of or compliance with the terms
and conditions of the Redevelopment Contract are not prevented, limited or in conflict
with (i) any provision of any evidence of indebtedness, agreement or instrument of
whatever nature to which Redeveloper is now a party or by which it is bound; or (ii) any
past, pending or threatened litigation, court order, or administrative proceeding, by which
Redeveloper is or might become bound.
H. Redeveloper is not aware of any hazardous waste or other significant
environmental pollution condition or hazard existing on or within the Phase One Area,
except as otherwise previously disclosed to the Agency.
I. Redeveloper acknowledges and agrees that neither the Agency nor the City shall
be obligated to pay any costs related to Phase One other than costs to be paid from
available grant monies, if any. All costs of Phase One shall be paid in full and there are
and shall be no construction liens unpaid against Phase One or the Phase One Area.
Redeveloper agrees to provide for the construction of improvements located in the Phase
One Area described in the Redevelopment Plan or as described in the Redevelopment
Contract, except to the extent that the Agency or the City shall agree otherwise by
separate written agreement with Redeveloper.
J. No construction liens have been recorded with respect to the Phase One Area
under the terms of the Nebraska Construction Lien Act, Neb. Rev. Stat. §§ 52-125
through 52-159 (the "Construction Lien Act") and Redeveloper is not aware of any
2
claims which as of the date of the Redevelopment Contract can be expected to give rise to
a construction lien under the Construction Lien Act.
2. Additional Representations and Warranties. Redeveloper further represents
and warrants:
A. Redeveloper made an economic and financial analysis of Phase One and
specifically represents and confirms to the City and Agency that:
(i) Phase One would not have been economically feasible without the use of
tax -increment financing and Redeveloper would not have undertaken Phase One
without tax -increment financing; and
(ii) Phase One would not have occurred in the Phase One Area and
Redeveloper would not have constructed Phase One without the use of tax -
increment financing.
B. Redeveloper has:
(i) acquired fee title to the Phase One Area;
(ii) obtained financing commitments necessary to complete Phase One;
(iii) entered into a contract for construction of Phase One.
C. Redeveloper aclalowledges that any lienholders with priority over the
Redevelopment Contract as to the Phase One Area that do not consent to the
Redevelopment Contract or subordinate their interest thereto are not bound by the
Redevelopment Contract. In accordance therewith, Redeveloper acknowledges that any
failure by such superior lienholder(s) to carry out the obligations of Redeveloper under
the Redevelopment Contract, in the event such superior lienholder(s), or their successors
and assigns, assume control over the Phase One Area and/or Phase One, may result in
Redeveloper's default under the Redevelopment Contract, and Redeveloper shall
indemnify and hold harmless the Agency from any claims, defenses or liabilities resulting
from such a default and the Agency's pursuit of remedies related thereto. In the event
that Redeveloper assigns or collaterally assigns the Bond, the assignee or collateral
assignee shall acknowledge the existence of the superior lienholder(s) and the risks of
unilateral default associated therewith, and shall agree to waive any and all legal or
equitable causes of action as against the Agency stemming therefrom.
D. Redeveloper expressly acknowledges that the City and Agency are relying upon
the foregoing statement of accuracy regarding such representations by Redeveloper in
issuing the Bond. Redeveloper further acknowledges that it has satisfied and otherwise
complied with all preconditions set forth in the Redevelopment Contract for the issuance
of the Bond.
IN WITNESS WHEREOF, the undersigned Redeveloper has executed this Closing
Certificate as of the date set forth above.
DOCS/2843744.1
M
KJK Investments, LP,
a Nebraska limited partnership
Name:v . ' L p \ � a.L ,_ . ,
r4 „
Title:
PURCHASER'S RECEIPT FOR BOND AND CERTIFICATE
The undersigned, as the initial registered owner of the Tax Increment Revenue Bond of the
Community Development Agency for the City of Blair, Nebraska (Grant Street Industrial Park
Redevelopment Project — Phase One), Series 2022, date of issue — August 5, 2022 (the "Bond"),
KJK Investments, LP, a Nebraska limited partnership (the "Redeveloper") hereby acknowledges
receipt of the Bond, issued by the Community Development Agency for the City of Blair, Nebraska
(the "Agency") in the principal amount of $710,000.00, dated August 5, 2022, authorized by
resolution of the members of the Agency adopted on June 14, 2022 (the "Resolution"). In
connection with such purchase, Redeveloper hereby makes the following certifications:
1. The Bond is in the form of a single instrument issued in fully registered
form, maturing and bearing interest as provided in the Resolution and which has
been registered in the name of Redeveloper.
2. The Bond has been issued to Redeveloper in consideration of the
Redeveloper's undertaking of the redevelopment project pursuant to the
redevelopment contract entered into between Redeveloper and the Agency, dated
December 14, 2021.
DATED the 5th day of August, 2022.
KJK Investments, LP,
a Nebraska limited partnership
Y
Name:
Title: ( ,
DOCS/2843743.1
August 5, 2022
Community Development Agency of the City of Blair Nebraska
Attention: City Cleric
218 S 16th St
Blair, NE 68008
Re: Tax Increment Revenue Bond of the Community Development Agency of
the City of Blair, Nebraska (Grant Street Industrial Park Redevelopment
Project — Phase One), Series 2022, date of issue — August 5, 2022
Ladies and Gentlemen:
The undersigned is the initial registered owner of the above Bond issued by the
Community Development Agency of the City of Blair, Nebraska (the "Agency"). The
representations and statements made in this letter are made as an inducement to the Agency in
connection with the issuance of the above Bond (the "Bond"), The undersigned acknowledges
and represents that it has been advised that the Bond is not registered under the Securities Act of
1933, as amended, and that the Agency is not presently required to register under Section 12 of
the Securities and Exchange Act of 1934. The undersigned therefore recognizes that if and when
the undersigned may wish to resell the Bond as held by it there may not be any available current
business and financial information about the Agency or the project being financed by the Bond.
Further the undersigned realizes that no trading market presently exists or is expected to exist for
the Bond. The undersigned understands that it may need to bear the risks of an investment in the
Bond for an indefinite period of time, since any sale prior to maturity of the Bond may not be
possible or may be at a price below that which the undersigned is paying for the Bond.
It is understood that the undersigned has undertaken to verify the accuracy and
completeness and truth of any statements made or omitted to be made concerning any of the
material facts relating to the Bond and the project being financed and transactions relating
thereto, including information regarding the operations and financial condition of KJK
Investments, LP, a Nebraska limited partnership, as redeveloper for said project (the
"Redeveloper") and said project. The undersigned has conducted its own investigation and has
had discussions with officials of the Agency and the Redeveloper.
hi connection with the purchase of the Bond, the undersigned hereby acknowledges and
represents that the undersigned is acquiring the Bond for its own account for investment and not
Community Development Agency
of the City of Blair, Nebraska
Page - 2
with a view to the resale or distribution. The undersigned has sufficient knowledge and
experience in financial and business matters to be able to evaluate the risks and merits of the
investment represented by the purchase of the Bond, has financial resources sufficient to sustain
the risks related to holding the Bond and is aware of the intended use of the proceeds and risks
involved therein.
THE UNDERSIGNED UNDERSTANDS THAT THE BOND IS A LIMITED
OBLIGATION OF THE AGENCY AND IS NOT SECURED BY ANY OBLIGATION OR
PLEDGE OF ANY MONIES RECEIVED OR TO BE RECEIVED FROM TAXATION,
OTHER THAN TAX INCREMENT REVENUES AS DESCRIBED IN THE RESOLUTION
AUTHORIZING THE BOND. THE UNDERSIGNED UNDERSTANDS THAT THE BOND
IS NOT AN OBLIGATION OF THE CITY OF BLAIR, EXCEPT AS TO ITS COMMUNITY
DEVELOPMENT AGENCY OF WHICH IT IS A LIMITED OBLIGATION, THAT THE
BOND IS NOT AN OBLIGATION OF THE STATE OF NEBRASKA OR ANY POLITICAL
SUBDIVISION OF THE STATE OF NEBRASKA OR TAXING AUTHORITY THEREOF,
OTHER THAN OF SUCH AGENCY, AND THAT NO RIGHT EXISTS TO HAVE TAXES
LEVIED BY THE CITY OF BLAIR OR THE STATE OF NEBRASKA OR ANY POLITICAL
SUBDIVISION THEREOF FOR THE PAYMENT OF PRINCIPAL OF OR INTEREST ON
SAID BOND, OTHER THAN SAID TAX INCREMENT REVENUES.
The undersigned acknowledges that it has made its own investigation and inquiry
concerning the due corporate authorization and execution of all documents executed and
delivered by Redeveloper related to the Bond and has not relied upon the City or its counsel or
special bond counsel concerning any such matters.
The undersigned acknowledges that the principal amount of the Bond has been
established based upon estimated costs of development under the terms of an agreement between
the Redeveloper and the Agency. Such estimates have been established in order to assure the
initial registered owner of the Bond with the fullest anticipated potential benefits related to tax
increment revenues and the principal amount and interest thereon as set may not prove payable
from such revenues. The undersigned acknowledges that the Agency has not undertaken or
contracted in any way that such redevelopment will be commenced or completed and that such
undertaking is the sole responsibility of the Redeveloper.
The undersigned acknowledges further that the principal amount and interest rate on the
Bond have also been established with respect to taxable valuations which are expected to be
related to estimated costs and that the final assessment and taxable valuations determined by the
appropriate assessing officials may be materially different from such projected assessment and
that such principal amount and interest have also been established based upon estimated taxing
rates to apply in the future and that such taxing rates could also be materially different from such
estimated rates.
Community Development Agency
of the City of Blair, Nebraska
Page - 3
The undersigned acknowledges that it has been advised that interest on the Bond is not
exempt from Nebraska state or federal income taxes, and that the City and Agency have not
provided any assurances with respect to the tax consequences to the undersigned with respect to
the transaction described herein. The undersigned further acknowledges that any future transfer
of the Bond may only be made to a subsequent transferee registered owner who is able to
execute and does execute a letter similar in form and substance to this investment letter, a copy
of which shall have been delivered to the Agency.
Very truly yours,
KJK Investments, LP,
a Nebraska limited partnership
•a
Name: V �\'( w ,i>c a" \ : \. e
Title: i'_ t�
DOCS/2843741.1
KJK Investments, LP,
a Nebraska limited partnership
By:", z,,, \—�, k
Name:
Title: \ \\ %
DOCS/2843745.1
CERTIFICATE OF PLANNING COMMISSION OFFICER
The undersigned hereby certifies that the undersigned is an officer of the Planning
Commission for the City of Blair, Nebraska, as indicated below and further certifies that there are
being provided with this Certificate true and correct copies of the minutes for the meeting of such
Planning Commission held on the following date or dates:
July 7, 2020
December 7, 2021
that such minutes are full, true and correct copies of the proceedings of said Planning Commission
as held on said dates and the actions of such commission with respect to approval of blighted and
substandard designation and a redevelopment plan as reflected in said minutes remain in full force
and effect as of the date hereof and have not been rescinded or modified in any respect by the
Planning Commission. Each such meeting was preceded by published or posted notice, with such
notice advising of the availability of the agenda for the meeting. At each meeting, a current copy of
the Nebraska Open Meetings Act was available and accessible to members of the public, posted
during the meeting in the room in which such meetings were held and that all in attendance at such
meeting were informed that such copy of the Nebraska Open Meetings Act was available for review
and were informed of the location of such copy in the room in which such meeting was being held.
At least one copy of all resolutions or other reproducible materials discussed at any of said
meetings was available at the respective meeting for examination and copying by the members of
the public. Said minutes of the Planning Commission from which the foregoing proceedings have
been extracted were in written form and available for public inspection within ten (10) working days
and prior to the next convened meeting of said body for each respective meeting. All news media
requesting notification concerning meetings of said body were provided advanced notification of the
times and places of said meetings and the subjects to be discussed at said meetings. All members of
said body were provided advance notification for each of said meetings concerning the time, place
and agenda for each such meeting.
Dated as of this 5th day of August, 2022.
Title: P/crwf io� (Ornrn( til chatmwi
DOCS/2843740.1
CERTIFICATE AND RECEIPT OF AGENCY TREASURER
The undersigned City Treasurer for the City of Blair, Nebraska (the "City"), as Treasurer of
the Community Development Agency of the City of Blair, Nebraska (the "Agency") hereby
certifies with respect to its Tax Increment Revenue Bond of the Community Development
Agency of the City of Blair, Nebraska (Grant Street Industrial Park Redevelopment Project —
Phase One), Series 2022, date of issue — August 5, 2022 (the "Bond"), as follows:
1. The Bond has been taken up and paid for in full by the purchaser thereof in the
aggregate amount of $710,000.00, via KJK Investments, LP, a Nebraska limited partnership (the
"Redeveloper"), undertaking the obligations, as consideration, under the Redevelopment Contract
dated as of December 14, 2021, (the "Redevelopment Contract"), as between Redeveloper and the
Agency, and in accordance with the terms of the resolution of the Agency approved on June 14,
2022 authorizing the issuance of the Bond (the "Resolution").
2. The undersigned City Treasurer has duly registered and authenticated the Bond, as
Paying Agent and Registrar under the terms of the Resolution, and has delivered the Bond to said
purchaser. The Bond as authenticated, registered and delivered conforms to the requirements of the
Resolution.
3. The proceeds of the Bond are to be held and applied in accordance with the
Resolution and the Redevelopment Contract,
IN WITNESS WHEREOF, the undersigned Treasurer of the City, as Treasurer of the
Agency, has executed this Certificate and Receipt as of this 5th day of August, 2022.
lk
Treasurer
DOCS/2843736.1
UNITED STATES OF AMERICA
STATE OF NEBRASKA
COUNTY OF WASHINGTON
TAX INCREMENT REVENUE BOND OF
THE COMMUNITY DEVELOPMENT AGENCY OF THE CITY OF BLAIR,
NEBRASKA (GRANT STREET INDUSTRIAL PARK REDEVELOPMENT PROJECT —
PHASE ONE)
SERIES 2022
Dated Date: August 5, 2022
Principal Amount
$710,000.00
Interest Rate Per Annum
5.00%
KNOW ALL PERSONS BY THESE PRESENTS: That the Community Development
Agency of the City of Blair, Nebraska (the "Agency"), hereby acknowledges itself to owe and for
value received promises to pay, but only from the sources herein designated, to the registered owner
designated on the reverse hereof, or registered assigns, the principal sum shown above in lawful
money of the United States of America with such principal sum to become due on the maturity date
set forth above, with interest on the unpaid balance from date of delivery hereof until maturity or
earlier redemption at the rate per annum set forth above. Said interest shall be payable on June 1 of
the year following filing of a "Notice to Divide Tax" (as defined in the Resolution) for the "Project
Area" (as defined in the Resolution), or portion thereof, in relation to the "Project" (as defined in the
Resolution). The maturity of this bond shall be the January 1 following the date that all excess ad
valorem real estate taxes for each taxable lot within the Project Area have been divided and collected
in conformance with Section 18-2147 of the Act
The payment of principal and interest due upon the final maturity is payable upon presen-
tation and surrender of this bond to the Treasurer of said Agency, as Paying Agent and Registrar for
said Agency, at the offices of the Community Development Agency of the City of Blair, Nebraska,
at City Hall, in Blair, Nebraska. The payments of interest and of mandatory redemptions of principal
on each interest payment date (other than at final payment) will be paid when due by a check or draft
mailed or delivered by said Paying Agent and Registrar to the registered owner of this bond, as shown
on the books of record maintained by the Paying Agent and Registrar, at the close of business on the
last business day of the calendar month immediately preceding the calendar month in which the
interest payment date occurs, to such owner's address as shown on such books and records. Any
payment of interest or mandatory redemption of principal not timely paid when due shall cease to be
payable to the person entitled thereto as of the record date such interest was payable, and shall be
payable to the person who is the registered owner of this bond on such special record date for payment
of such defaulted interest or redemption price as shall be fixed by the Paying Agent and Registrar
whenever monies for such purpose become available.
This bond is the sole bond of its series of the total principal amount of Seven Hundred Ten
Thousand Dollars ($710,000) issued by the Agency for the purpose of paying a portion of the costs
of redevelopment of certain real estate as described in the Redevelopment Contract (as defined in the
Resolution) and as designated in that Redevelopment Plan recommended by the Agency and
approved by the Mayor and Council of the City of Blair, Nebraska, on December 14, 2021 (the
"Plan"), all in compliance with the Nebraska Community Development Law, Article 21 of Chap-
ter 18, Reissue Revised Statutes of Nebraska (the "Act"), and has been duly authorized by resolution
passed and approved by the Mayor and Council of the City of Blair, acting as the governing body of
the Agency (the "Resolution").
The conditions for the issuance and purchase of this bond are set forth in the Redevelopment
Contract and the terms and conditions of the Redevelopment Contract are incorporated herein by
reference.
The Agency, however, reserves the right and option of prepaying principal of this bond, in
whole or in part, from any available sources at any time, at the principal amount thereof designated
for redemption plus accrued interest to the date fixed for redemption of the principal amount so
designated for optional redemption. Notice of any such optional prepayment shall be given by mail,
sent to the registered owner of this bond at said registered owner's address in the manner provided in
the Resolution. The principal of this bond shall be subject to mandatory optional redemptions made
in part on any interest payment date from "Available Funds" (as defined in the Resolution) without
any requirement for notice. Such optional and mandatory prepayments shall be made upon such terms
and conditions as are provided for in the Resolution.
A PORTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE PAID OR
REDEEMED WITHOUT SURRENDER HEREOF TO THE PAYING AGENT AND
REGISTRAR. THE REGISTERED OWNER OR ANY TRANSFEREE OR ASSIGNEE OF
SUCH REGISTERED OWNER MAY NOT RELY UPON THE PRINCIPAL AMOUNT
INDICATED HEREON AS THE PRINCIPAL AMOUNT HEREOF OUTSTANDING AND
UNPAID. THE PRINCIPAL AMOUNT HEREOF OUTSTANDING AND UNPAID SHALL
FOR ALL PURPOSES BE THE AMOUNT DETERMINED BY THE RECORDS OF THE
PAYING AGENT AND REGISTRAR IN THE MANNER PROVIDED IN THE RESOLUTION.
This bond constitutes a limited obligation of the Agency payable exclusively from that portion
of the ad valorem real estate taxes mentioned in Section 18-2147 of the Act, as levied, collected and
apportioned from year to year with respect to certain real estate described in the Redevelopment
Contract and located within the Project Area for all taxes received by the Agency's Treasurer
attributable to the Project Area which are received by said Treasurer as of and from and after January
I of the year following the "effective date" (as defined in the Act) for each taxable lot within the
Project Area, and which are attributable to valuation increases of each such taxable lot within the
Project Area in relation to the "redevelopment project valuation" (as defined in the Act) for the same.
Pursuant to the Resolution and Sections 18-2124 and 18-2150 of the Act, said portion of taxes
has been pledged for the payment of this bond, both principal and interest as the same fall due or
become subject to mandatory redemption. This bond shall not constitute a general obligation of the
Agency and the Agency shall be liable for the payment thereof only out of said portion of taxes as
described in this paragraph. This bond shall not constitute an obligation of the State of Nebraska
or of the City of Blair (except for such receipts as have been pledged pursuant to said Sections
18-2124 and 18-2150 of the Act) and neither the State of Nebraska nor the City of Blair shall be
liable for the payment thereof from any fund or source including but not limited to tax monies
belonging to either thereof (except for such receipts as have been pledged as described above in
this paragraph). Neither the members of the Agency's governing body nor any person executing
this bond shall be liable personally on this bond by reason of the issuance hereof.
This bond is transferable by the registered owner or such owner's attorney duly authorized in
writing at the office of the Paying Agent and Registrar upon surrender of this bond for notation of
transfer as provided on the reverse hereof and subject to the conditions provided for in the Resolution.
The Agency, the Paying Agent and Registrar and any other person may treat the person whose name
this bond is registered as the absolute owner hereof for the purposes of receiving payment due
hereunder and for all purposes and shall not be affected by any notice to the contrary, whether this
bond be overdue or not. THIS BOND, UNDER CERTAIN TERMS SET FORTH IN THE
RESOLUTION AUTHORIZING ITS ISSUANCE, MAY ONLY BE TRANSFERRED TO
PERSONS OR ENTITIES DELIVERING AN INVESTMENT LETTER TO THE PAYING
AGENT AND REGISTRAR CONFORMING TO REQUIREMENTS SET FORTH IN SAID
RESOLUTION.
NOTWITHSTANDING ANYTHING IN THIS BOND, THE RESOLUTION OR THE
REDEVELOPMENT CONTRACT TO THE CONTRARY, THE AGENT SHALL NOT
DISBURSE ANY AMOUNTS TOWARD PAYMENT ON THIS BOND UNLESS AND UNTIL
REDEVELOPER HAS PROVIDED THE AGENCY WITH CERTIFICATIONS OF ELIGIBLE
COSTS (AS DEFINED IN THE REDEVELOPMENT CONTRACT) PURSUANT TO SECTION
2 OF THE REDEVELOPMENT CONTRACT. IF REDEVELOPER FAILS TO SUBMIT
CERTIFICATIONS OF ELIGIBLE COST IN AN AMOUNT EQUAL TO OR GREATER THAN
THE INITIAL PRINCIPAL AMOUNT ON THIS BOND UPON COMPLETION OF THE
PROJECT, THE PRINCIPAL AND OUTSTANDING INTEREST ON THIS BOND SHALL BE
ADJUSTED TO REFLECT THE AGGREGATE TOTAL OF THE CERTIFIED ELIGIBLE
COSTS.
If the day for payment of the principal of or interest on this bond shall be a Saturday, Sunday,
legal holiday or a day on which banking institutions in the City of Blair, Nebraska, are authorized by
law or executive order to close, then the date for such payment shall be the next succeeding day which
is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to
close, and payment on such date shall have the same force and effect as if made on the nominal date
of payment.
IT IS HEREBY CERTIFIED AND WARRANTED that all conditions, acts and things
required by law to exist or to be done precedent to and in the issuance of this bond, did exist, did
happen and were done and performed in regular and due form and time as required by law and that
the indebtedness of said Agency, including this bond, does not exceed any limitation imposed by law.
IN WITNESS WHEREOF, the Mayor and Council of the City of Blair, Nebraska, as the
governing body of the Community Development Agency of the City of Blair, Nebraska have caused
this bond to be executed on behalf of said Agency by being signed by the Chairperson (Mayor) and
Secretary (City Clerk), all as of the Dated Date shown above.
Dated this 5th day of August, 2022.
ATTEST: By:
Secretary (City Cleric)
COMMUNITY DEVELOPMENT AGENCY
OF THE CITY OF BLAIR
Chairperson (Mayor)
PROVISION FOR REGISTRATION
The ownership of this Bond shall be registered as to both principal and interest on the books
and records of the Community Development Agency ol' the City of Blair, Nebraska kept by the Paying
Agent and Registrar identified in the foregoing bond, who shall make notation of such registration in
the registration blank below, and the transfer of this Bond may thereafter be registered only upon an
assignment duly executed by the registered owner or such owner's attorney or legal representative, in
such form as shall be satisfactory to said Paying Agent and Registrar, such registration of transfer to
be made on such books and endorsed hereon by said Paying Agent and Registrar.
Date of Registration
Name of Registered Owner
Signature of Paying Agent
and Registrar
August 5, 2022
KJK Investments, LP
�� -
DOCS/2843747.1
CERTIFICATE OF OFFICERS OF COMMUNITY DEVELOPMENT AGENCY
The undersigned Chairperson (Mayor) and Secretary (City Cleric) of the Community
Development Agency of the City of Blair, Nebraska (the "Agency") do hereby make the following
certifications with respect to a Tax Increment Revenue Bond of the Community Development
Agency of the City of Blair, Nebraska (Grant Street Industrial Park Redevelopment Project — Phase
One), Series 2022, date of issue — August 5, 2022 (the "Bond"), issued pursuant to a resolution
duly adopted by the governing body of the Agency on June 14, 2022 (the "Resolution"):
1. Pursuant to City Ordinance, the Mayor and Council of the City of Blair act as the
governing body of the Agency. All of the proceedings of the governing body of the Agency which
are set out in the annexed and foregoing transcript have been fully recorded in the journal of
proceedings of the Agency and the undersigned Secretary has carefully compared the annexed and
foregoing transcript with said journal, records and files of the Agency which are in said Secretary's
official custody and said transcript is a full, true and complete copy of said journal, records and files
which are set out therein.
2. The undersigned Secretary has made a diligent search and examination of said
journal, records and files which are in her official custody and finds and certifies that the same
contain no material proceedings of the Agency had precedent to or referring to the Bond and
Resolution other than the proceedings set out in said transcript.
3. Said transcript contains all of the proceedings had or done by the Agency precedent
to the issuance of the Bond, including all actions related to redevelopment plan approvals.
4. With respect to each of the meetings of the Agency as shown in said transcript,
advanced publicized notice of each meeting including notice concerning the availability of the
agenda was given by publication. The subject of the Resolution and other subjects included in the
attached and foregoing proceedings were contained in the agenda for the respective meetings, kept
continually current and available for public inspection at the City offices of the City of Blair,
Nebraska. Such subjects were contained in said agenda for at least twenty-four (24) hours prior to
said meetings. For all meetings occurring after July 13, 2006, a current copy of the Nebraska Open
Meetings Act was available and accessible to members of the public, posted during the meeting or
meetings reflected in the foregoing transcript in the room in which such meeting or meetings were
held and all in attendance at such meeting or meetings were informed that such copy of the
Nebraska Open Meetings Act was available for review and were informed of the location of such
copy in the room in which such meeting was being held. At least one copy of all resolutions or
other reproducible materials discussed at any of said meetings was available at the respective
meeting for examination and copying by the members of the public. Said minutes of the Agency
from which the foregoing proceedings have been extracted were in written form and available for
public inspection. All news media requesting notification concerning meetings of said body were
provided advanced notification of the times and places of said meetings and the subjects to be
discussed at said meetings. All members of said body were provided advance notification for each
of said meetings concerning the time, place and agenda for each such meeting.
5. No litigation of any nature is now pending or threatened, restraining or enjoining the
execution and delivery of the Bond or the collection or application of tax increment revenues to pay
the Bond nor in any manner questioning the proceedings and Agency relating to the Bond or
affecting the validity of the Bond or any action or agreement related thereto; that neither the
corporate existence, boundaries or title of the present officers of the Agency to their respective
offices is being contested. No proceedings for the issuance of the Bond have been modified,
repealed, revoked or rescinded and no petitions for referendum have been filed with the Secretary
(City Clerk) relating to any measure related to the issuance of the Bond or any action or agreement
related thereto.
6. The undersigned Chairperson and Secretary do hereby certify that they have
executed the Bond and all related agreements of the Agency with respect thereto by their manual
signatures and delivered the same in accordance with the Resolution.
DATED as of this 5th day of August, 2022.
Chairperson (Mayor)
lry
Secretary (City Clerk)
DOCS/2843738.1
CERTIFICATE OF MAYOR AND CLERK
OF CITY OF BLAIR, NEBRASKA
The undersigned Mayor and City Clerk of the City of Blair, Nebraska (the "City") do
hereby make the following certifications with respect to the Community Development Agency of
the City of Blair, Nebraska (the "Agency"), and the redevelopment plan entitled "Redevelopment
Plan for the Grant Street Industrial Park Redevelopment Project," relating to the redevelopment
of certain real property within the City, which plan was given its final approval by the Mayor and
Council of the City on December 14, 2021 (the "Plan"), as follows:
1. All of the proceedings of the City which are set out in the annexed and foregoing
transcript with respect to the Agency and the Plan have been fully recorded in the journal of
proceedings of the City and the undersigned City Clerk has carefully compared the annexed and
foregoing transcript with said journal, records and files of the City which are in said City Clerk's
official custody and said transcript is a full, true and complete copy of said journal, records and files
which are set out therein.
2. The undersigned City Clerk has made a diligent search and examination of said
journal, records and files which are in her official custody and finds and certifies that the same
contain no material proceedings of the City had precedent to or referring to the creation of the
Agency or the approval of the Plan other than the proceedings set out in said transcript.
3. Said transcript contains all of the material proceedings had or done by the City
precedent to the creation of the Agency and the approval of the Plan.
4. With respect to the meetings of the City as shown in said transcript, advanced
publicized notice of each meeting included notice concerning availability of the agenda. The
subjects relating to creation of the Agency, declaration of blighted and substandard area and
approval of the Plan and all other subjects included in the attached and foregoing proceedings were
contained in the agenda for the respective meetings, kept continually current and available for
public inspection at the City offices of the City of Blair. Such subjects were contained in said
agenda for at least 24 hours prior to the respective meetings. For all meetings occurring after July
13, 2006, a current copy of the Nebraska Open Meetings Act was available and accessible to
members of the public, posted during the meeting or meetings (as reflected in the foregoing
transcript) in the room in which such meeting or meetings were held and that all in attendance at
such meeting or meetings were informed that such copy of the Nebraska Open Meetings Act was
available for review and were informed of the location of such copy in the room in which such
meeting was being held. At least one copy of all ordinances, resolutions or other reproducible
materials discussed at any of said meetings was available at the respective meeting for examination
and copying by the members of the public. The minutes of the Mayor and Council of the City from
which the foregoing proceedings have been extracted were in written form and available for public
inspection. All news media requesting notification concerning meetings of said body were provided
with advance notification of the times and places of said meetings and the subjects to be discussed
at such meetings. All members of said body were provided advance notification for each of said
meetings concerning the time, place and agenda for each such meeting. With respect to the meeting
of December 14, 2021, notice of the hearing before the Mayor and Council of the City with respect
to the Plan was given by first class mail, postage prepaid, at least ten days prior to the president or
chairperson of the governing body of each county, school district, community college, educational
service unit and natural resources district in which the real property subject to such Plan is located
and whose property tax receipts would be directly affected, and to each neighborhood association
located within a one -mile radius of the redevelopment area registered with the City Clerk or the
City's planning department pursuant to Section 18-2115, R.R.S. Neb. 2012, if any. The notice
provided by the City set out the time, date, place, and purpose of the hearing and included a map of
the area to be redeveloped, or reference to where one can be found.
5. Prior to the creation of the Agency, the City had prepared and approved a general
plan for the development of the City.
6. No known litigation of any nature is now pending or threatened against the City
relating to the approval of the Plan or the creation of the Agency nor in any manner questioning the
proceedings relating to the creation of the Agency or the approval of the Plan or any other matter
related thereto. Neither the corporate existence, boundaries or title of the present officers of the City
to their respective offices is being contested. No proceedings of the City relating to the creation of
the Agency or the approval of the Plan have been modified, repealed, rescinded or revoked and no
referendum petitions have been filed with the City Clerk relating any measure concerning the
creation of the Agency or the approval of the Plan or any related matter as of the date hereof.
7. The City has not designated more than 35% of its total area as blighted or
substandard or both.
IN WITNESS WHEREOF, the undersigned have affixed our official signatures and the
City's seal as of this 5th day of August, 2022.
® Mayor
'2
OPATFV "o0 City Clerk
DOCS/2843739.1
0
SOURCES AND USES OF FUNDS
Tax Increment Revenue Bond of
The Community Development Agency of the City of Blair, Nebraska
(Grant Street Industrial Park Redevelopment Project — Phase One), Series 2022
Date of Issue — August 5, 2022
Sources of Funds
From KJK Investments, LP — Issuance of Bond* $ 710,000.00
Total Sources of Funds $ 710,000.00
* — Purchase of Bond (partially netted against grant shown below)
Uses of Funds
To KJK Investments, LP* $710,000.00
Total Uses of Funds $710,000.00
* — Grant to KJK Investments, LP, in the amount of $710,000.00, pursuant to
Redevelopment Contract and Bond Resolution; for partial reimbursement of certain
TIF -eligible costs (netted against bond purchase as shown above). At closing, the
Bond in the principal amount of $710,000.00 will be delivered to KJK Investments,
LP. Pursuant to the Redevelopment Contract, KJK Investments, LP, shall
reimburse the Agency for its bond counsel fees in the amount of $1,500 at issuance
of the Bond, but such amount shall not be netted against the Bond proceeds. No
further exchange of bankable currency will occur at closing.
City of Blair, Nebraska
Mayor
1
Community Development Agency of
the City of Blair, Nebraska
Chairperson (Mayor)