2498ORDINANCE NO. 2498
COUNCIL MEMBER WOLFF INTRODUCED THE FOLLOWING ORDINANCE:
AN ORDINANCE AUTHORIZING THE ISSUANCE OF WATER SYSTEM
REVENUE BOND ANTICIPATION NOTES, TAXABLE SERIES 2023, OF
THE CITY OF BLAIR, NEBRASKA, IN THE AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED TEN MILLION DOLLARS ($10,000,000) FOR
THE PURPOSE OF PAYING THE COSTS OF CONSTRUCTING ADDITIONS
AND IMPROVEMENTS TO THE CITY'S WATERWORKS PLANT AND
WATER SYSTEM; DIRECTING THE APPLICATION OF THE PROCEEDS OF
SAID NOTES; PRESCRIBING THE FORM, TERMS AND DETAILS OF SAID
NOTES; PLEDGING AND HYPOTHECATING THE REVENUE AND
EARNINGS OF THE WATERWORKS PLANT AND WATER SYSTEM OF
SAID CITY FOR THE PAYMENT OF SAID NOTES AND INTEREST
THEREON; PROVIDING FOR THE COLLECTION, SEGREGATION AND
APPLICATION OF THE REVENUES OF SAID WATERWORKS PLANT AND
WATER SYSTEM; PROVIDING FOR THE SALE OF THE NOTES;
AUTHORIZING OFFICERS OF THE CITY TO DESIGNATE THE FINAL
TERMS OF THE NOTES; AND PROVIDING FOR PUBLICATION OF THIS
ORDINANCE IN PAMPHLET FORM.
BE IT ORDAINED BY THE MAYOR AND THE CITY COUNCIL OF THE CITY OF
BLAIR, NEBRASKA:
Section 1. Findings and Determinations. The Mayor and Council of the City of
Blair, Nebraska (the "City") hereby find and determine:
(a) The City owns and operates a waterworks plant and system (which plant
and system, together with any additions, extensions and improvements thereto hereafter
made are hereinafter referred to as the "Water System") which represents a revenue-
producing undertaking of the City.
(b) The City has issued and there are now outstanding the following bonds
which are a lien upon and secured by a pledge of the revenue and earnings of the Water
System (collectively, the "Outstanding Parity Bonds"):
(i) Water System Revenue Bond, Series 2021, dated September 9,
2021, issued pursuant to Ordinance No. 2441 in the original drawable principal
amount of $10,000,000, issued to evidence a loan from the Nebraska Department
of Environment and Energy ("NDEE"), of which the remaining principal balance
outstanding is $8,882,078.69 (the "Series 2021 Bond");
(ii) Water System Revenue Bond, Series 2019, dated July 22, 2019,
issued pursuant to Ordinance No. 2380 in the original drawable principal amount
of $1,700,000, issued to evidence a loan from NDEE, of which the remaining
principal balance outstanding is $1,333,368.17 (the "Series 2019 Bond");
(iii) Water System Revenue Bonds (Tax Exempt — AMT), Series 2017,
date of original issue March 28, 2017, issued pursuant to Ordinance No. 2305 of
which $3,210,000 in principal amount are presently outstanding (the "Series 2017
Bonds");
(iv) Water System Revenue Bonds (Tax Exempt — AMT), Series 2016,
date of original issue August 24, 2016, issued pursuant to Ordinance No. 2305 of
which $3,335,000 in principal amount are presently outstanding (the "Series 2016
Bonds");
(v) Water System Revenue Bonds, Series 2012, date of original issue
June 5, 2012, issued pursuant to Ordinance No. 2217 of which $3,740,000 in
principal amount are presently outstanding (the "Series 2012 Bonds");
(vi) Water System Revenue Bond, Series 2010, date of original issue
August 12, 2010, issued pursuant to Ordinance No. 2187 in the original drawable
principal amount of $2,341,400, issued to evidence a loan from NDEE, of which
the remaining principal balance outstanding is $2,127,767 (the "Series 2010
Bond"); and
(vii) Water System Revenue Bonds, Series 2010B, date of original issue
September 28, 2010, issued pursuant to Ordinance No. 2191 of which $4,355,000
in principal amount are presently outstanding (the "Series 2010B Bonds").
(c) The Outstanding Parity Bonds constitute the only presently outstanding
indebtedness of the City payable from the revenues of the Water System and for which the
revenues of the Water System have been pledged under the terms of Ordinance No. 2441,
Ordinance No. 2380, Ordinance No. 2305, Ordinance No. 2217, Ordinance No. 2187, and
Ordinance No. 2191 (collectively the "Outstanding Parity Bonds Ordinances").
(d) It is necessary and advisable for the City to construct additions and
improvements to the Water System (the "Project"); that the engineers for the City have
filed an estimate of cost of the Project, which estimate is in excess of $10,000,000; that it
is necessary to pay the remaining costs of the Project with notes that will be payable from
and shall be a lien upon the revenue and earnings of the Water System of the City.
(e) Under the terms of the Outstanding Parity Bonds Ordinances, the City may
issue "Additional Bonds" which are payable on a parity with the Outstanding Parity Bonds
and equally and ratably secured therewith under the terms of the Outstanding Parity Bonds
Ordinances provided that the "Net Revenues" (as defined in each of such ordinances and
as defined in this Ordinance) have been at least equal to 1.30 times the "Average Annual
Debt Service Requirements" (as defined in each of such ordinances and as defined in this
Ordinance) of the Outstanding Parity Bonds and the Additional
Bonds proposed to be issued and provided further that such Additional Bonds shall be
issued pursuant to an ordinance which shall provide for an increase in the monthly credits
to Bond Payment Account sufficient to pay, when due, the principal of and interest on the
Outstanding Parity Bonds and the proposed Additional Bonds; with respect to such
requirements (the requirements of the Outstanding Parity Bonds Ordinances precedent to
the issuance of the Bonds as Additional Bonds are referred to herein as the "Additional
Bonds Tests") the following determinations are hereby made:
(i) this Ordinance provides for an increase in the monthly credits to
Bond Payment Account sufficient to pay, when due, the principal of and interest on
the Outstanding Parity Bonds and the Notes (as defined below and as the proposed
Additional Bonds to be issued):
(ii) the "Net Revenues" (as defined in the Outstanding Parity Bonds
Ordinances and in this Ordinance) of the Water System for the fiscal year ended
September 30, 2022 were not less than $3,600,000;
(iii) the "Average Annual Debt Service Requirements" (as defined in the
Outstanding Parity Bonds Ordinances and in this Ordinance) of the Outstanding
Parity Bonds and the Notes (as proposed Additional Bonds) expected to be issued
hereunder are not more than $2,300,000.
(f) All conditions, acts and things required by law to exist or to be done
precedent to the issuance of the Notes as Additional Bonds of equal lien and standing with
the Outstanding Parity Bonds and as provided for in the Outstanding Parity Bonds
Ordinances do exist and have been done in regular and due form and time as required by
law.
Section 2. Definitions. In addition to the definitions provided in parentheses elsewhere
in this Ordinance, the following definitions of terms shall apply, unless the context shall clearly
indicate otherwise:
"Additional Bonds" shall mean any and all obligations hereafter issued by the City
pursuant to the terms of this Ordinance which are equal in lien to the Outstanding Parity
Bonds and the Notes, including any such bonds issued pursuant to Section 13 of this
Ordinance and refunding bonds issued pursuant to Section 14 of this Ordinance, as and
when such bonds become equal in lien to the Outstanding Parity Bonds and the Notes,
according to their terms and the terms of said Sections 13 and 14.
"Average Animal Debt Service Requirements" shall mean that number computed
by adding all of the principal and interest due when computed to the absolute maturity of
the bonds for which such computation is required and dividing by the number of years
remaining that the longest bond of any issue for which such computation is required has
to run to maturity. In malting such computation, the principal of any bonds for which
mandatory redemptions are scheduled shall be treated as maturing in accordance with such
schedule of mandatory redemptions.
"Cargill Contract" shall mean that Water Service Agreement dated June 27, 2000,
between the City and Cargill, Incorporated, a Delaware Corporation, as supplemented by
the First Addendum to Water Service Agreement dated as of February 27, 2001, and as
amended by the First Amendment to Water Service Agreement dated March 9, 2007, as
further amended by the Second Amendment to Water Service Agreement dated as of
September 1, 2012, as further amended by the Third Amendment to Water Service
Agreement dated as of March 6, 2013, as further amended by the Fourth Amendment to
Water Service Agreement dated as of November 11, 2016, and as further amended by the
Fifth Amendment to Water Service Agreement dated as of August 22, 2022; and as the
same may be further amended from time to time (including, without limitation, any
amendments entered into in connection with the issuance of the Notes authorized herein).
"Deposit Securities" shall mean direct obligations of or obligations the principal of
and interest on which are unconditionally guaranteed by the United States of America.
"Net Revenues" shall mean the gross revenues derived by the City from the
ownership or operation of the Water System, including investment income, but not
including any income from sale or disposition of any property belonging to or forming a
part of the Water System, less the ordinary expenses to the City of operating and
maintaining the Water System payable from the Operation and Maintenance Account
described in Section 11 of this Ordinance. Operation and maintenance expenses for
purposes of determining "Net Revenues" shall not include depreciation, amortization (of
financing expenses) or interest on any bonds or other indebtedness. Net Revenues for all
purposes of this Ordinance shall be shown by an audit for the fiscal year in question as
conducted by independent certified public accountants. For purposes of this ordinance,
whether or not in accordance with applicable accounting principles, there shall not be
included in revenues or expenses, for purposes of determining Net Revenues, gain or loss
from the early extinguishment of indebtedness, investment income from any securities
deposited in escrow for the defeasance of bonds or unrealized gain or loss on securities
held by the City's Water System.
"Notes" shall mean the Water System Revenue Bond Anticipation Notes authorized
to be issued pursuant to Section 3 of this Ordinance.
"Paying Agent and Registrar" shall mean the City Treasurer of the City of Blair,
Nebraska, as appointed to act as the paying agent and bond registrar for the Notes pursuant
to Section 4 hereof or any duly appointed successor thereto.
Section 3. Authorization to Issue Notes; Designation of Terms of Notes. For the purposes
described in Section 1, there shall be and there are hereby ordered issued the negotiable notes of
the City to be known as "Water System Revenue Bond Anticipation Notes, Taxable Series 2023",
with said Notes to be issued on a taxable basis, in the aggregate principal amount of not to exceed
Ten Million Dollars ($10,000,000).
(a) The Notes are to be issued on a taxable basis at such time or times, maturing
and being subject to redemption, bearing interest at the rates per annum, sold at such prices
and issued upon such other terms and conditions as set forth in a written designation (a
"Designation") for the Notes signed by the Mayor, the City Administrator, or the City
Treasurer (each, an "Authorized Officer") and agreed to by Piper Sandler & Co. (the
"Underwriter"); provided:
(i) the aggregate principal amount of the Notes issued hereunder shall
not exceed $10,000,000;
(ii) the aggregate amount of original issue premium and original issue
discount (if any) may result in an aggregate net original issue discount (if any) not
in excess of two percent (2.00%) of the stated principal amount of the Notes; and
(iii) the true interest cost of the Notes shall not exceed 7.00%.
The Authorized Officers (or any one of them) are hereby authorized to make such
determinations on behalf of the City Council and to evidence the same by execution and
delivery of the Designation and such determinations, when made by an Authorized Officer
and agreed to by the Underwriter, shall constitute the action of the City Council without
further action of the City Council.
(b) The Notes shall be issued in fully registered form in the denomination of
$5,000 or any integral multiple thereof. The date of original issue for the Notes shall be
the date of delivery thereof. Interest on the Notes, at the respective rates for each maturity,
shall be payable semiannually on June 15 and December 15 of each year (or such other
date or dates as may be set forth in the applicable Designation, each of said dates an
"Interest Payment Date") commencing on the initial Interest Payment Date determined in
the applicable Designation, and the Notes shall bear such interest from the date of original
issue or the most recent Interest Payment Date, whichever is later. Interest shall be
computed on the basis of a 360 -day year consisting of twelve 30 -day months. The interest
due on each Interest Payment Date shall be payable to the registered owners of record as
of the close of business on the last business day of the month immediately preceding the
month in which each Interest Payment Date occurs (or such other record date as may be
set forth in the applicable Designation, the "Record Date"), subject to the provisions of
Section 5 hereof. The Notes shall be numbered from 1 upwards in the order of their
issuance. No Note shall be issued originally or upon transfer or partial redemption (if
applicable) having more than one principal maturity. The initial note numbering and
principal amounts for each of the Notes issued shall be designated by the City's Treasurer
as directed by the initial purchaser thereof. Payments of interest due prior to maturity or
earlier redemption (if applicable) on the Notes shall be made by the Paying Agent and
Registrar, as designated pursuant to Section 4 hereof, by mailing a check or draft in the
amount due for such interest on each Interest Payment Date to the registered owner of each
Note, as of the Record Date for such Interest Payment Date, to such owner's registered
address as shown on the books of registration as required to be maintained in Section 4
hereof. Payments of principal and unpaid accrued interest
thereon due at maturity or at any date fixed for redemption prior to maturity (if applicable)
shall be made by said Paying Agent and Registrar to the registered owners upon
presentation and surrender of the Notes to said Paying Agent and Registrar. The City and
said Paying Agent and Registrar may treat the registered owner of any Note as the absolute
owner of such note for the purpose of making payments thereon and for all other purposes
and neither the City nor the Paying Agent and Registrar shall be affected by any notice or
knowledge to the contrary, whether such note or any installment of interest due thereon
shall be overdue or not. All payments on account of interest or principal made to the
registered owner of any Note in accordance with the terms of this Ordinance shall be valid
and effectual and shall be a discharge of the City and said Paying Agent and Registrar, in
respect of the liability upon the Notes or claims for interest to the extent of the sum or sums
so paid.
Section 4. Paying Agent and Registrar, Books of Registration, Transfer and Exchange.
The City Treasurer is hereby designated as the Paying Agent and Registrar for the Notes, provided
that the Mayor and Council shall have the right to designate a bank or trust company as successor
paying agent and registrar to serve under the terms of any such agreement as the Mayor and
Council shall determine to be appropriate. The Paying Agent and Registrar shall keep and maintain
for the City books for the registration and transfer of the Notes at its principal office, initially the
City's Offices, in Blair, Nebraska. The names and registered addresses of the registered owner or
owners of the Notes shall at all times be recorded in such books. Any Note may be transferred
pursuant to its provisions at the office of said Paying Agent and Registrar by surrender of such
note for cancellation, accompanied by a written instrument of transfer, in form satisfactory to said
Paying Agent and Registrar, duly executed by the registered owner in person or by such owner's
duly authorized agent, and thereupon the Paying Agent and Registrar on behalf of the City will
deliver at the Paying Agent and Registrar's office (or send by registered mail to the transferee
owner or owners thereof at such transferee owner's or owners' risk and expense), registered in the
name of such transferee owner or owners, a new Note or Notes of the same series, interest rate,
aggregate principal amount and maturity. To the extent of the denominations authorized for the
Notes by this Ordinance, one such note may be transferred for several such notes of the same
series, interest rate and maturity, and for a like aggregate principal amount, and several such notes
may be transferred for one or several such notes, respectively, of the same series, interest rate and
maturity and for a like aggregate principal amount. In every case of transfer of a Note, the
surrendered Note or Notes shall be canceled and destroyed. All Notes issued upon transfer of the
Notes so surrendered shall be valid obligations of the City evidencing the same obligations as the
Notes surrendered and shall be entitled to all the benefits and protection of this Ordinance to the
same extent as the Notes upon transfer of which they were delivered. The City and said Paying
Agent and Registrar shall not be required to transfer any Note during any period from any Record
Date until its immediately following Interest Payment Date or to transfer any Note called for
redemption (if applicable) for a period of 30 days next preceding the date fixed for redemption.
Section 5. Special Record Date. In the event that payments of interest due on the Notes
on an Interest Payment Date are not timely made, such interest shall cease to be payable to the
registered owners as of the Record Date for such Interest Payment Date and shall be payable to
the registered owners of the Notes as of a special date of record for payment of such defaulted
interest as shall be designated by the Paying Agent and Registrar whenever monies for the
purpose of paying such defaulted interest become available.
Section 6. Payment on Non -Business Days. If the date for payment of the principal
of or interest on the Notes shall be a Saturday, Sunday, legal holiday or a day on which banking
institutions in the City in which the principal (or designated) office of the Paying Agent and
Registrar is located 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 day shall have
the same force and effect as if made on the nominal date of payment.
Section 7. Redemption of Notes.
(a) Optional Redemption, The Notes shall be subject to optional redemption,
in whole or in part, prior to maturity at any time on or after January 1, 2024 (or such other
early redemption date as may be set out in the Designation), at par (or such other
redemption price or prices as may be set out in the Designation) plus accrued interest on
the principal amount redeemed to the date fixed for redemption. The City may select the
Notes to be redeemed for optional redemption in its sole discretion.
(b) General; Notice of Redemption; Partial Redemption. The Notes shall be
redeemed only in amounts of $5,000 or integral multiples thereof. Any Note redeemed in
part only shall be surrendered to said Paying Agent and Registrar in exchange for a new
Note evidencing the unredeemed principal thereof. Notice of redemption of any Note
called for redemption shall be given at the direction of the City in the case of optional
redemptions by said Paying Agent and Registrar by mail not less than 30 days prior to the
date fixed for redemption, first class, postage prepaid, sent to the registered owner of such
Note at said owner's registered address. Such notice shall designate the Note or Notes to
be redeemed by maturity or otherwise, the date of original issue and the date fixed for
redemption and shall state that such note or notes are to be presented for prepayment at the
office of said Paying Agent and Registrar. In case of any Note partially redeemed, such
notice shall specify the portion of the principal amount of such Note to be redeemed. No
defect in the mailing of notice for any Note shall affect the sufficiency of the proceedings
of the City designating the Notes called for redemption or the effectiveness of such call for
Notes for which notice by mail has been properly given and the City shall have the right to
fiuther direct notice of redemption for any such note for which defective notice has been
given.
Section 8. Form of Notes. The Notes shall be in substantially the following form:
UNITED STATES OF AMERICA
STATE OF NEBRASKA
COUNTY OF WASHINGTON
CITY OF BLAIR
WATER SYSTEM REVENUE BOND ANTICIPATION NOTE,
TAXABLE SERIES 2023
No. $
Interest Rate Maturity Date Date of Original Issue CUSIP No.
Registered Owner:
Principal Amount:
December 15, 20 , 2023
Thousand Dollars ($ )
KNOW ALL PERSONS BY THESE PRESENTS: That the City of Blair, in the State of
Nebraska, hereby ackriowledges itself to owe and for value received promises to pay, but only
from the special sources hereinafter described, to the registered owner specified above, or
registered assigns, the principal amount specified above in lawful money of the United States of
America on the date of maturity specified above with interest thereon to maturity (or earlier
redemption) from the date of original issue or most recent Interest Payment Date to which interest
has been paid or provided for, whichever is later, at the rate per annum specified above (said
interest to be computed on the basis of a 360 -day year consisting of twelve 30 -day months),
payable semiannually on June 15 and December 15 of each year commencing , 2023
(each of said dates an "Interest Payment Date"). The principal hereof and unpaid accrued interest
hereon due at maturity or upon earlier redemption are payable upon presentation and surrender of
this note at the office of City Treasurer of the City of Blair, Nebraska, the Paying Agent and
Registrar, in Blair, Nebraska. Interest on this note due prior to maturity or earlier redemption will
be paid on each Interest Payment Date by a check or draft mailed by the Paying Agent and
Registrar to the registered wm-ier of this note, 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 month
immediately preceding the month in which the Interest Payment Date occurs, to such owner's
address as shown on such books and records. Any interest not so timely paid 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 note (or of one or more predecessor notes
hereto) on such special record date for payment of such defaulted interest as shall be fixed by the
Paying Agent and Registrar whenever monies for such purpose become available.
This note is one of a series of fully registered notes of the total principal amount of
Dollars ($ ), of even date and like tenor except as to date of
maturity, rate of interest and denomination which were issued by the City for providing for the
payment of costs constructing additions and improvements to the City's waterworks plant and
water system. The issuance of this note and the other notes of this issue has been duly authorized
by an ordinance (the "Ordinance") legally passed, approved and published and by proceedings
duly had by the Mayor and Council of said City in strict compliance with Sections 18-1803 to 18-
1805 and 10-137, Reissue Revised Statues of Nebraska, 2012, and all other applicable laws.
Any or all of the notes of said series and issue are subject to redemption at the option of
the City, in whole or in part, at any time on or after , at par plus interest accrued
on the principal amount redeemed to the date fixed for redemption.
Notice of redemption shall be given by mail to the registered owner of any note to be
redeemed at said registered owner's address in the manner specified in the Ordinance. Individual
notes may be redeemed in part but only in $5,000 amounts or integral multiples thereof.
This note 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 and cancellation of this
note, and thereupon a new note or notes of the same series, aggregate principal amount, interest
rate and maturity will be issued to the transferee as provided in the Ordinance, subject to the
limitations therein prescribed. The City, the Paying Agent and Registrar and any other person may
treat the person in whose name this note is registered as the absolute owner hereof for the purpose
of receiving payment due hereunder and for all purposes and shall not be affected by any notice to
the contrary, whether this note be overdue or not.
If the date for payment of the principal of or interest on this note 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 day shall have the same force and effect
as if made on the nominal date of payment.
The revenue and earnings of the waterworks plant and water system of the City of Blair
(as now owned or hereafter acquired, the "Water System") are pledged and hypothecated, equally
and ratably for the payment of this note, the other notes of this series, the Outstanding Parity Bonds
(as defined in the Ordinance), and any additional bonds of equal priority to the notes of this issue
and the Outstanding Parity Bonds issued in accordance with the Ordinance authorizing the notes
of this issue. The notes of this issue are a lien only upon said revenue and earnings of the Water
System and are not general obligations of the City of Blair, Nebraska.
The Ordinance authorizing the issuance of this note and the other notes of this series and
issue sets forth the covenants and obligations of the City with respect to the Water System and the
application of the revenues to be derived therefrom, which revenues are by the terms of said
Ordinance to be deposited into the "Blair Water System Fund" and disbursed to make payments
of principal and interest on the notes of this series and the Outstanding Parity Bonds, to pay costs
of operation and maintenance, and make other payments as specified in said Ordinance. Said
Ordinance also designates the terms and conditions on which additional bonds of equal lien to
the notes of this series and issue and the Outstanding Parity Bonds may be issued. The City also
reserves the right to issue bonds junior in lien to the notes of this series and issue, the principal and
interest of which are payable from moneys in the "Retained Revenues Account" of the Blair Water
System Fund as described in the Ordinance. Said Ordinance also designates the terms and
conditions on which this note shall cease to be entitled to any lien, benefit or security under such
Ordinance and all covenants, agreements and obligations of the City under such Ordinance may
be discharged and satisfied at or prior to the maturity or redemption of this note if monies or certain
specified securities shall have been deposited with a designated fiduciary.
AS PROVIDED IN THE ORDINANCE REFERRED TO HEREIN, UNTIL THE
TERMINATION OF THE SYSTEM OF BOOK -ENTRY -ONLY TRANSFERS THROUGH
THE DEPOSITORY TRUST COMPANY, NEW YORK, NEW YORK, (TOGETHER WITH
ANY SUCCESSOR SECURITIES DEPOSITORY APPOINTED PURSUANT TO THE
ORDINANCE, "DTC"), AND NOTWITHSTANDING ANY OTHER PROVISIONS OF THE
ORDINANCE TO THE CONTRARY, A PORTION OF THE PRINCIPAL AMOUNT OF THIS
NOTE MAY BE PAID OR REDEEMED WITHOUT SURRENDER HEREOF TO THE
PAYING AGENT AND REGISTRAR. DTC OR A NOMINEE, TRANSFEREE OR ASSIGNEE
OF DTC OF THIS NOTE 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 IN THE MANNER PROVIDED IN THE
ORDINANCE.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED OFFICER OF DTC
(A) TO THE PAYING AGENT AND REGISTRAR FOR REGISTRATION OF TRANSFER OR
EXCHANGE OR (B) TO THE PAYING AGENT AND REGISTRAR FOR PAYMENT OF
PRINCIPAL, AND ANY NOTE ISSUED IN REPLACEMENT HEREOF OR SUBSTITUTION
HEREOF IS REGISTERED IN THE NAME OF DTC AND ANY PAYMENT IS MADE TO
DTC OR ITS NOMINEE, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSONS IS WRONGFUL BECAUSE ONLY
THE REGISTERED OWNER HEREOF, DTC OR ITS NOMINEE, HAS AN INTEREST
HEREIN.
This note shall not be valid and binding on the City until authenticated by the Paying Agent
and Registrar.
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 note did exist, did
happen and were done and performed in regular and due form and time as required by law.
IN WITNESS WHEREOF, the Mayor and Council of the City of Blair, Nebraska, have
caused this note to be executed on behalf of the City with the facsimile signatures of the Mayor
and the City Clerk and by causing the official seal of the City to be imprinted hereon, all as of the
date of original issue specified above.
ATTEST:
(facsimile signature)
City Clerk
(SEAL)
CITY OF BLAIR, NEBRASKA
(facsimile signature)
Mayor
CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This note is one of the series designated therein and has been registered to the owner named
in said note and the name of such owner has been recorded in the books of record maintained by
the undersigned as Paying Agent and Registrar for said issue of notes.
(Sample — Do Not Sign)
City Treasurer, Paying Agent
and Registrar for the City of Blair, Nebraska
(FORM OF ASSIGNMENT)
For value received hereby sells, assigns, and transfers unto
the within note and hereby irrevocably constitutes and appoints
Attorney, to transfer the same on the books of registration in
the office of the within mentioned Paying Agent and Registrar with full power of substitution in
the premises.
Registered Owner
Signature Guaranteed
IN
Authorized Officer
Note: The signature(s) on this assignment MUST CORRESPOND with the name(s) as written
on the face of the within note in every particular, without alteration, enlargement or any change
whatsoever, and must be guaranteed by a commercial bank or a trust company or by a firm
having membership on the New York, Midwest or other stock exchange.
Section 9. Execution and Delivery of Notes; Book-EntrySystem; Sale and Delivery of
Notes to Underwriter; Note Purchase Agreement. Each of the Notes shall be executed on behalf
of the City with the facsimile signatures of the Mayor and the City Clerk and shall have imprinted
thereon the City's seal. The Notes shall be issued initially as "book -entry -only" notes under the
services of The Depository Trust Company (the "Depository"), with one typewritten note per
maturity being issued to the Depository. In such connection said officers are authorized to execute
and deliver a Letter of Representations (the "Letter of Representations") in the form required by
the Depository (which may be in the form of one or more instruments or may be a blanket letter
previously or contemporaneously executed), for and on behalf of the City, which shall thereafter
govern matters with respect to registration, transfer, payment and redemption (if applicable) of the
Notes. In the event of issuance of the Notes as "book -entry -only" notes, the following provisions
shall apply:
(a) The City and the Paying Agent and Registrar shall have no responsibility or
obligation to any broker-dealer, bank or other financial institution for which the Depository
holds Notes as securities depository (each, a "Note Participant") or to any person who is
an actual purchaser of a Note from a Note Participant while the Notes are in book -entry
form (each, a `Beneficial Owner") with respect to the following:
(i) the accuracy of the records of the Depository, any nominees of the
Depository or any Note Participant with respect to any ownership interest in the
Notes,
(ii) the delivery to any Note Participant, any Beneficial Owner or any
other person, other than the Depository, of any notice with respect to the Notes,
including any notice of redemption (if applicable), or
(iii) the payment to any Note Participant, any Beneficial Owner or any
other person, other than the Depository, of any amount with respect to the Notes.
The Paying Agent and Registrar shall make payments with respect to the Notes only to or
upon the order of the Depository or its nominee, and all such payments shall be valid and
effective fully to satisfy and discharge the obligations with respect to such Notes to the
extent of the sum or sums so paid. No person other than the Depository shall receive an
authenticated Note, except as provided in (e) below.
(b) Upon receipt by the Paying Agent and Registrar of written notice from the
Depository to the effect that the Depository is unable or unwilling to discharge its
responsibilities, the Paying Agent and Registrar shall issue, transfer and exchange Notes
requested by the Depository in appropriate amounts. Whenever the Depository requests
the Paying Agent and Registrar to do so, the Paying Agent and Registrar will cooperate
with the Depository in taking appropriate action after reasonable notice (i) to arrange, with
the prior written consent of the City, for a substitute depository willing and able upon
reasonable and customary terms to maintain custody of the Notes or (ii) to make available
Notes registered in whatever name or names as the Beneficial Owners transferring or
exchanging such Notes shall designate.
(c) If the City determines that it is desirable that certificates representing the
Notes be delivered to the ultimate beneficial owners of the Notes and so notifies the Paying
Agent and Registrar in writing, the Paying Agent and Registrar shall so notify the
Depository, whereupon the Depository will notify the Note Participants of the availability
through the Depository of note certificates representing the Notes. In such event, the
Paying Agent and Registrar shall issue, transfer and exchange note certificates representing
the Notes as requested by the Depository in appropriate amounts and in authorized
denominations.
(d) Notwithstanding any other provision of this Ordinance to the contrary, so
long as any Note is registered in the name of the Depository or any nominee thereof, all
payments with respect to such Note and all notices with respect to such Note shall be made
and given, respectively, to the Depository as provided in the Letter of Representations.
(e) Registered ownership of the Notes may be transferred on the books of
registration maintained by the Paying Agent and Registrar, and the Notes may be delivered
in physical form to the following:
(i) any successor securities depository or its nominee, or
(ii) any person, upon (A) the resignation of the Depository from its
functions as depository or (B) termination of the use of the Depository pursuant to
this Section (and the Paying Agent and Registrar's Agreement, if any).
(f) In the event of any partial redemption of a Note unless and until such partially
redeemed note has been replaced in accordance with the provisions of this Ordinance, the
books and records of the Paying Agent and Registrar shall govern and establish the
principal amount of such note as is then outstanding and all of the Notes issued to the
Depository or its nominee shall contain a legend to such effect.
If for any reason the Depository resigns and is not replaced, the City shall immediately provide a
supply of printed note certificates, duly executed by manual or facsimile signatures of the Mayor
and City Clerk and sealed with the City's seal, for issuance upon the transfers from the Depository
and subsequent transfers or in the event of partial redemption (if applicable). In the event that such
supply of certificates shall be insufficient to meet the requirements of the Paying Agent and
Registrar for issuance of replacement certificates upon transfer or partial redemption (if
applicable), the City agrees to order printed an additional supply of such certificates and to direct
their execution by manual or facsimile signatures of its then duly qualified and acting Mayor and
City Clerk and by imprinting thereon or affixing thereto the City's seal. In case any officer whose
signature or facsimile thereof shall appear on any Note shall cease to be such officer before the
delivery of such note (including such certificates delivered to the Paying Agent and Registrar for
issuance upon transfer or partial redemption, if applicable), such signature or such facsimile
signature shall nevertheless be valid and sufficient for all purposes the same as if such officer or
officers had remained in office until the delivery of such note. The Notes shall
not be valid and binding on the City until authenticated by the Paying Agent and Registrar.
Thereafter the Notes shall be delivered to the Paying Agent and Registrar for registration and
authentication. Upon execution, registration, and authentication of the Notes, they shall be
delivered to the City Treasurer, who is authorized to deliver them to Underwriter, as initial
purchaser thereof. The Notes are to be sold to the Underwriter for a purchase price of not less than
99.00% of the principal amount thereof (or in the alternative, for 100% of the principal amount
thereof, if the Underwriter's compensation is to be in the form of a fee payable to the Underwriter)
plus accrued interest, if any, thereon to date of payment and delivery, with such purchase price (or
fee, as applicable) to be set forth in the applicable Designation. The Underwriter shall have the
right to direct the registration of the Notes and the denominations thereof within each maturity,
subject to the restrictions of this Ordinance. The officers of the City (or any one of them) are
hereby authorized to approve, execute and deliver a Note Purchase Agreement for and on behalf
of the City. The City Cleric shall make and certify a transcript of the proceedings of the Mayor
and Council with respect to the Notes which shall be delivered to said purchaser. The Underwriter
and its agents, representatives and the City's bond counsel are hereby authorized to take such
actions on behalf of the City as are necessary to effectuate the closing of the issuance and sale of
the Notes, including without limitation, authorizing the release of the Notes by the Depository at
closing.
Section 10. Application of Proceeds. The proceeds of the Notes, including accrued interest
(if any), shall be applied concurrently with the delivery of the Notes as follows:
(a) Any accrued interest received upon the issuance of the Notes shall be
deposited into the Bond Payment Account established under Section 11 of this Ordinance
for credit to the Taxable Series 2023 Debt Service Sub -account to be applied to make
payment next falling due for interest on the Notes.
(b) There shall be deposited $0.00 (or such other amount as determined in the
Designation, the "2023 Reserve Requirement") into the Taxable Series 2023 sub -account
for the Notes in the Debt Service Reserve Account as provided under the terms of Section
11 of this Ordinance.
(c) The balance of the proceeds of the Notes shall be held and applied to pay
the costs of the Project and to pay costs of issuing the Notes, including but not limited to
the Underwriter's fee.
Any amounts remaining from such proceeds after all issuance costs have been paid in full shall be
deposited to the Taxable Series 2023 Debt Service Sub -account for the Notes in the Bond Payment
Account and applied to make payments of interest next falling due with respect to the Notes.
Section 11. Pledge of Revenues. The revenues and earnings of the Water System are
hereby pledged and hypothecated for the payment of the Notes, the Outstanding Parity Bonds and
any Additional Bonds and interest on such Notes, such Outstanding Parity Bonds and any such
Additional Bonds, and the City does hereby agree with the holders of said Notes and Additional
Bonds as follows:
(a) BLAIR WATER SYSTEM FUND - The entire gross revenues and income
derived from the operation of the Water System, including pledges and appropriations from
other sources, shall be set aside as collected and deposited in a separate Rind previously
established (and hereby affirmed) and designated as the "Blair Water System Fund." For
purposes of allocating the monies in the Blair Water System Fund, the City shall maintain
the following accounts: (t) Bond Payment Account (with sub -accounts therein); (2)
Operation and Maintenance Account; (3) Debt Service Reserve Account (with sub -
accounts therein); and (4) Retained Revenues Account.
(b) BOND PAYMENT ACCOUNT - Out of the Blair Water System Fund there
shall be credited monthly on or before the first day of each month, commencing with the
first day of the month following the month in which the Notes are issued (as applicable,
the "Initial Deposit Date") to the Bond Payment Account (for credit to the sub -account for
the Notes), the following amounts:
(1) Commencing on the Initial Deposit Date, and continuing on the
corresponding day of each month thereafter, an amount which, when combined
with additional equal monthly amounts to be deposited pursuant to this
subparagraph prior to the next falling Interest Payment Date, will be sufficient to
provide fiends to pay the installment of interest due with respect to the Notes on
such Interest Payment Date; and
(2) Commencing on the Initial Deposit Date, and continuing on the
corresponding day of each month thereafter, an amount which, when combined
with additional equal monthly amounts to be deposited pursuant to this
subparagraph prior to the next principal maturity date (or mandatory sinking fund
redemption date, if applicable) with respect to the Notes will be sufficient to
provide funds to pay such maturing principal amount (or make such mandatory
sinking fund redemption payment, if applicable) on such date; and
(3) during such periods and in such amounts, all such payments are as
required under the terms of the Outstanding Parity Bonds Ordinances with respect
to the Outstanding Parity Bonds.
The City Treasurer is hereby authorized and directed, without farther authorization, to
withdraw monies credited to the Bond Payment Account, or if the monies in such Account
are insufficient, then from the Debt Service Reserve Account (as and to the extent that
amounts are available in a sub -account therein designated in the authorizing ordinance for
each issue) and next from the Retained Revenues Account, an amount sufficient to pay,
when due, the principal of and interest on the Notes, the Outstanding Parity Bonds and any
Additional Bonds and to transfer the appropriate amounts due to the respective direct
payees and the respective paying agent (as the case may be) for each issue of the Notes, the
Outstanding Parity Bonds and any issues of Additional Bonds on or before each principal
and interest payment date. Upon the issuance of any Additional Bonds pursuant to this
Ordinance, appropriate additional credits to the Bond Payment
Account shall be provided for sufficient to pay principal and interest on said Additional
Bonds.
(c) OPERATION AND MAINTENANCE ACCOUNT - After any credits
required to be made by the foregoing subparagraph (b) have been made in full, out of the
Blair Water System Fund there shall be monthly credited into the Operation and
Maintenance Account such amounts as the City shall from time to time determine to be
necessary to pay the reasonable and necessary expenses of operating and maintaining the
Water System, and the City may withdraw funds credited to the Operation and Maintenance
Account as necessary from time to time to pay such expenses. As an operational expense
the City shall pay any and all administrative fees required to be paid to NDEE in connection
with those of the Outstanding Parity Bonds which have been issued to NDEE.
(d) DEBT SERVICE RESERVE ACCOUNT - Within the Debt Service
Reserve Account there shall be established separate sub -accounts for each series of bonds
payable on a parity from the revenues of the Water System including the Notes and the
Outstanding Parity Bonds and any Additional Bonds, as shall have been or shall be deemed
appropriate by the Mayor and Council in connection with each such issue.
(i) For the Outstanding Parity Bonds, the following sub -accounts in the
Debt Service Reserve Account have been established under the terms of the
Outstanding Parity Bonds Ordinances:
(A) 2010 Bond: None
(B) 2010B/C Bonds (combined reserve): $648,672.50
(C) 2012 Bonds: $850,000.00
(D) 2016 Bonds: $437,100.68
(E) 2017 Bonds: $200,000.00
(F) 2019 Bond: None
(G) 2021 Bond: None
(ii) There is hereby ordered established a Taxable Series 2023 Debt
Service Reserve Sub -account into which there shall be deposited the 2023 Reserve
Requirement from proceeds of the Notes or other fiends available to the City which
shall be maintained as the required balance so long as any of the Notes remain
outstanding.
Monies credited to the Taxable Series 2023 Debt Service Reserve Sub -account may be
withdrawn, as needed, to provide funds to pay when due the principal of and interest on the
Notes, if the Bond Payment Account contains insufficient funds for such purpose, and the
City Treasurer is hereby authorized and directed to make such withdrawal if and when
needed. The Taxable Series 2023 Debt Service Reserve Sub -account is established with
respect to and shall be maintained for the security of the Notes only. In the event of any
withdrawal from the Taxable Series 2023 Debt Service Reserve Sub -account but subject to
allocation among other sub -accounts in the Debt Service Reserve Account as described
below, there shall be credited to such Taxable Series 2023 Debt Service Reserve Sub -
account in the month following such withdrawal all mollies in the Blair Water System Fund
remaining after making the payments required to be made in such month to the Bond
Payment Account and the Operation and Maintenance Account and each month thereafter
all such remaining monies shall be credited to the Taxable Series 2023 Debt Service
Reserve Sub -account until it has been restored to the required balance. In issuing any series
of Additional Bonds a separate sub -account in the Debt Service Reserve Account may be
established for such series of Additional Bonds but is not required under the terms of this
Ordinance. The balance in any such additional sub -account may be funded from monies
on hand or from periodic deposits from revenues in the Blair Water System Fund or from
the proceeds of such Additional Bonds. Each sub -account in the Debt Service Reserve
Account shall be of equal standing with each other sub -account in the Debt Service Reserve
Account and available monies from the Blair Water System Fund required to be credited
to each such sub -account at any time shall be allocated on a pro rata basis between sub -
accounts then requiring credits in accordance with the respective unpaid principal amounts
then outstanding for each such issue for which there is a sub -account requiring credits.
Each sub -account in the Debt Service Reserve Account shall constitute a separate fund held
in trust by the City Treasurer for the separate benefit of the issue of bonds for which it is
established.
(e) RETAINED REVENUES ACCOUNT - Monies in the Blair Water System
Fund remaining after the credits required in the foregoing Subsections (b), (c) and
(d) shall be credited to the Retained Revenues Account. Monies in the Retained Revenues
Account may be used to make up any deficiencies in any of the preceding Accounts, to
retire any of the Notes, the Outstanding Parity Bonds or any Additional Bonds prior to their
maturity, to pay principal of and interest on any junior lien water system revenue bonds or
notes or to provide for any other lawful purpose of the City as directed by the Mayor and
City Council.
The provisions of this Section 11 shall require the City to maintain a set of books and records in
accordance with such accounting methods and procedures as are generally applicable to municipal
utility enterprises, which books and records shall show credits to and expenditures from the several
Accounts required by this Section. Except as specified below for the Debt Service Reserve
Account, the City shall not be required to establish separate bank or investment accounts for said
Accounts. Monies credited to the Debt Service Reserve Account or any sub- account therein shall,
if maintained in a demand or time deposit account, be kept in a separate account and not
commingled with other City or Water System fiends. If invested, monies credited to the Debt
Service Reserve Account or any sub -account therein may be commingled with other City funds,
including Water System funds, so long as the City maintains books and records clearly identifying
the specific investments, or portions thereof, which belong to the Debt Service Reserve Account
and specific sub -account therein. Monies in any of said Accounts except the Debt Service Reserve
Account may be invested in permissible investments for a City of the class to which the City of
Blair belongs as of the time of such investment. Monies in the Debt Service Reserve Account or
any sub -account therein may be invested in Deposit Securities or in certificates of deposit, savings
accounts or other interest bearing accounts in banks which are members of the Federal Deposit
Insurance Corporation, except that whenever the amount so
deposited exceeds the amount of the F.D.I.C. insurance available thereon, the excess shall be
secured in the mamler required by Section 16-715 R.R.S. Neb. 2012. Investments made from or
attributable, in whole or in part, to the Debt Service Reserve Account shall mature or be
redeemable at the option of the holder, without penalty, in not more than ten years. Investments
made from or attributable to the Bond Payment Account shall mature or be redeemable at the
option of the holder by no later than the time monies are required for payments due from such
account. Income from or profit realized from investment for any Account shall be credited to such
Account until such Account contains any amount then required to be therein, and thereafter such
income or profit shall be transferred to the Blair Water System Fund and treated as other revenues
from the operation of the Water System.
The pledge of the revenues and earnings of the Water System provided for in this
Ordinance for the Notes, the Outstanding Parity Bonds and any Additional Bonds, subject to the
right of the City to issue Additional Bonds as provided in this Ordinance and the Outstanding
Parity Bonds Ordinances, is intended as a first and prior pledge of, lien on and security interest in
such revenues and earnings for the payment of principal of and interest on the Notes, the
Outstanding Parity Bonds and any Additional Bonds, superior to any pledge or promise made with
respect to any other indebtedness of the City as to its Water System, and is intended to be a full
exercise of the powers of the City provided for in Sections 18-1803 to 18-1805, R.R.S. Neb. 2012,
as amended, with respect to its Water System.
Section 12. Establishment of Rates and Charges. So long as any of the Notes, the
Outstanding Parity Bonds and any Additional Bonds issued pursuant to this Ordinance shall
remain outstanding and unpaid, the City covenants and agrees to establish, revise, from time to
time as necessary, and collect such rates and charges for the water and water service furnished
from the Water System adequate to produce revenues and earnings sufficient at all times:
(a) To provide funds to pay, when due, the principal of and interest on the
Notes, the Outstanding Parity Bonds and any Additional Bonds issued pursuant to this
Ordinance.
(b) To pay all proper and necessary costs of operation and maintenance of the
Water System and to pay for the necessary and proper repairs, replacements, enlargements,
extensions and improvements to the Water System, including payment as the same fall due
of any administrative fees related to any Outstanding Parity Bonds held by NDEE.
(c) To provide funds sufficient to make the credits into the Accounts and at the
times and in the amounts required by Section 11 of this Ordinance.
(d) To maintain Net Revenues in each fiscal year adopted by the City for the
Water System in an amount not less than 1.25 times the total amount of principal paid or
payable (exclusive of any principal redeemed prior to maturity other than principal
redeemed pursuant to a schedule of mandatory redemptions) and interest falling due during
such fiscal year on the Notes, the Outstanding Parity Bonds and any Additional Notes
issued pursuant to this Ordinance.
Section 13. Additional Bonds. To provide funds for any purpose related to the Water
System, the City may issue Additional Bonds (other than Additional Bonds issued for refunding
purposes which are governed by Section 14 of this Ordinance) payable from the revenues of the
Water System having equal priority and on a parity with the Notes, the Outstanding Parity Bonds
and any Additional Bonds then outstanding, only upon compliance with the following conditions:
(a) Such Additional Bonds shall be issued only pursuant to an ordinance which
shall provide for an increase in the monthly credits into the Bond Payment Account in
amounts sufficient to pay, when due, the principal of and interest on the Notes, the
Outstanding Parity Bonds and any Additional Bonds then outstanding and the proposed
Additional Bonds.
(b) The City shall have complied with one or the other of the two following
requirements:
1) The Net Revenues derived by the City from its Water System for the
fiscal year next preceding the issuance of the Additional Bonds shall have been at
least equal to 1.30 times the Average Annual Debt Service Requirements of the
Notes, the Outstanding Parity Bonds and any Additional Bonds, all as then
outstanding, and of the proposed Additional Bonds; or
2) The City shall have received a projection made by a consulting
engineer or firm of consulting engineers, or by a certified public account or firm of
certified public accounts (either one of which shall be recognized as having
experience and expertise in municipal utility systems) projecting that the Net
Revenues of the Water System in each of the three full fiscal years after the
issuance of such Additional Bonds will be at least equal to 1.35 times the Average
Annual Debt Service Requirements of the Notes, the Outstanding Parity Bonds and
any Additional Bonds, all as then outstanding, and of the proposed Additional
Bonds. In malting such projection, the consulting engineer or accountant shall use
as a basis the Net Revenues of the Water System during the last fiscal year for
which an independent audit has been prepared and shall adjust such Net Revenues
as follows: (A) to reflect changes in rates which have gone into effect since the
beginning of the fiscal year for which the audit was made,
(B) to reflect such engineer's or accountant's estimate of the net increase over or
net decrease under the Net Revenues of the Water System for the fiscal year for
which the audit was made by reason of: (i) changes of amounts payable under
existing contracts for services; (ii) additional general income from sales to
customers under existing rate schedules for various classes of customers or as such
schedules may be revised under a program of changes which has been adopted by
the Mayor and Council of the City; (iii) projected revisions in costs for labor,
wages, salaries, machinery, equipment, supplies and other operational items; (iv)
revisions in the amount of service to be supplied and any related administrative or
other costs associated with such increases due to increased
supply from the acquisition of any new facility; (v) anticipated receipts from
service to any additional customer or customers for 'the Water System; and (vi)
such other factors affecting the projections of revenues and expenses as the
consulting engineer or accountant deems reasonable and proper. Amival debt
service on any proposed Additional Bonds to be issued may be estimated by the
consulting engineer or certified public accountant in projecting Average Annual
Debt Service Requirements, but no Additional Bonds shall be issued requiring any
annual debt service payment in excess of the amount so estimated by the consulting
engineer or certified public accountant in any final projections furnished to the
City.
If the City shall find it desirable it shall also have the right when issuing Additional Bonds to
combine with its Water System any other utilities of the City authorized to be combined under
Sections 19-1305 through 19-1308 or 184803 through 18-1805 R.R.S. Neb. 2012, and to cause
all of the revenues of such combined utilities systems to be paid into the Blair Water System Fund,
which fund may be appropriately redesignated, and to provide that all of the Notes, Outstanding
Parity Bonds and any Additional Bonds previously issued, all as then outstanding, and the
proposed issue of Additional Bonds shall be payable from the revenues of such combined utilities
and shall stand on a parity and in equality as to security and payment, provided, however, no utility
shall be combined with the Water System as contemplated in this paragraph unless the conditions
of subsection 13(a) shall have been satisfied and the Net Revenues of the combined utilities
systems shall satisfy one or the other of the requirements for Additional Bonds provided in
subsection 13(b) above. For purposes of meeting such requirements, the definition of Net
Revenues shall be altered to include the gross revenues of the additional utility or utilities and to
take into consideration ordinary expenses of operating and maintaining the additional utility or
utilities. In malting any projections the consulting engineer or certified public accountant shall
tape into consideration the factors described in 13(b)(2) above with respect to such additional
utility or utilities. Net Revenues of the additional utility or utilities shall be based upon the report
or reports of independent certified public accountants in the same manner as is required under
subsection 13(b) above.
Section 14. RefundingBim. The City may issue refunding bonds, which shall
qualify as Additional Bonds under this Section 14:
(a) to refund any Notes, the Outstanding Parity Bonds or Additional Bonds
without compliance with the provisions of subsection 13(b) above, provided that, if any
such Notes, Outstanding Parity Bonds or Additional Bonds are to remain outstanding after
the issuance of such refunding bonds, the principal payments due in any calendar year in
which those bonds which are to remain outstanding mature, or in any calendar year prior
thereto, shall not be increased over the amount of such principal payments due in such
calendar years inunediately prior to such refunding.
(b) to refund any Notes, any Outstanding Parity Bonds or Additional Bonds
then outstanding, provided, that if any such Notes, Outstanding Parity Bonds or Additional
Bonds then outstanding are to remain outstanding after the application of the proceeds of
the refunding bonds to the payment of the bonds which are to be refunded,
such issuance must comply with the Net Revenues test set forth in Subsection 13(b)(1) of
this ordinance and, if the proceeds of such refunding bonds are not to be applied
immediately to the satisfaction of the bonds which are to be refunded, then such refunding
bonds must provide by their terms that they shall be junior in lien to all Notes, Outstanding
Parity Bonds and any Additional Bonds outstanding at the time of issuance of such
refunding bonds until the time of application of their proceeds to the satisfaction of the
bonds which are to be refunded. In computing Average Annual Debt Service Requirements
to show compliance with said Net Revenues test for such refunding bonds, all payments of
principal and interest due on such refunding bonds from the time of their issuance to the
time of application of the proceeds of such refunding bonds to the satisfaction of the bonds
which are to be refunded shall be excluded from such computation to the extent that such
principal and interest are payable from sources other than the revenues of the Water
System, such as bond proceeds or investment earnings on bond proceeds, or from monies
in the Retained Revenues Account, and all payments of principal and interest due on the
bonds which are to be refunded from and after the time of such application shall also be
excluded. For purposes of this paragraph of this Section 14, the time of application of the
proceeds of the refunding bonds to the satisfaction of the bonds which are to be refunded
shall be the time of deposit with the paying agent for such bonds which are to be refunded
pursuant to Section 10-126 R.R.S. Neb. 2012 (or any successor statutory provision thereto)
or the time when such bonds which are to be refunded under the terms of their authorizing
ordinance or ordinances are no longer deemed to be outstanding, whichever occurs sooner.
Section 15. Reservation of Rights to Issue Junior Lien Bonds. The City hereby covenants
and agrees that so long as any of the Notes, the Outstanding Parity Bonds and any Additional
Bonds are outstanding, it will not issue any bonds or notes payable from the revenues of the Water
System except in accordance with the provisions of this Ordinance, provided, however, the City
reserves the right to issue bonds or notes which are junior in lien to the Notes, the Outstanding
Parity Bonds and any such Additional Bonds with the principal and interest of such bonds or notes
to be payable from monies credited to the Retained Revenues Account as provided in Subsection
11(f). The term "Additional Bonds" as used in this ordinance refers only to such bonds as are
payable from the revenues of the Water System on a parity with the Notes and the Outstanding
Parity Bonds and are issued in accordance with the terms of said Sections 13 and 14.
Section M. Additional Covenants and Agreements. So long as any of the Notes, the
Outstanding Parity Bonds or Additional Bonds are outstanding, the City hereby covenants and
agrees as follows:
(a) The City will maintain the Water System in good condition and will
continuously operate the same in a reasonable and efficient mamier, and the City will
punctually perform all the duties with reference to said system required by the Constitution
and statutes of the State of Nebraska, but this covenant shall not prevent the City from
discontinuing the use and operation of all or any portion of the Water System so long as
the revenues derived from the City's ownership of the properties constituting
the Water System shall be sufficient to fulfill this City's obligations under Section 12 of
this Ordinance.
(b) The City will not grant any franchise or right to any person, firm or
corporation to own or operate'a water system in competition with that owned by the City.
(c) The City will maintain insurance on the property constituting the Water
System (other than such portions of the system as are not normally insured against loss by
casualty) in the amounts and against the risks customarily carried by similar utilities, but
including fire and extended coverage insurance in an amount which would enable the City
to repair, restore or replace the property damaged to the extent necessary to make the Water
System operable in an efficient and proper manner to carry out the City's obligations under
this Ordinance. The Mayor and Council shall annually, within one month after the end of
each fiscal year adopted by the City for the Water System examine the amount of insurance
carried with respect to the Water System and shall evidence approval of such insurance by
resolution. The proceeds of any such insurance received by the City shall be used to repair,
replace or restore the property damaged or destroyed to the extent necessary to make the
Water System operable in an efficient and proper manner, and any amount of insurance
proceeds not so used shall be credited to the Retained Revenues Account. hz the event of
any such insured casualty loss, the City may advance funds to make temporary repairs or
provide for an advance on costs of the permanent repair, restoration or replacement from
the Operation and Maintenance Account and any such advances shall be repaid from
insurance proceeds received. The City agrees to obtain and maintain so long as any of the
Notes are outstanding, as and to the extent available from insurance carriers authorized to
provide insurance in the State of Nebraska, business interruption insurance or loss of
earnings insurance providing a commercially reasonable monthly coverage amount for a
covered period of not less than six months (subject to actual loss experience).
(d) The City will keep proper books, records and accounts separate from all
other records and accounts in which complete and correct entries will be made of all
transactions relating to the Water System. The City will have its operating and financial
statements relating to the Water System audited annually by a certified public accountant
or firm of certified public accountants. The City will furnish to the original purchaser of
the Notes and to the original purchaser or purchasers of each series of Additional Bonds
issued hereunder, within six months after the end of each fiscal year of the Water System,
a copy of the financial statements of the Water System and the report thereon of the certified
public accountants.
(e) The City shall cause each person handling any of the monies in the Blair
Water System Fund to be bonded by an insurance company licensed to do business in
Nebraska in an amount or amounts deemed sufficient to cover at all times the maximum
amount of money belonging to the Water System in the possession or control of any such
person. The amount of such bond or bonds shall be fixed by the Mayor and Council and
the costs thereof shall be paid as an operating and maintenance expense from the Operation
and Maintenance Account.
(f) So long as the City is current with all payments or credits required to be
made under Section 11 hereof and is also in compliance with the covenants of Section 12
hereof, the City may pay for water service used by it at such rate or rates as shall be
determined by the Mayor and Council. In the event that the City is not in compliance with
the provisions of said Sections 11 and 12 hereof, the City shall be required to pay for water
service used by it at the rate or rates applicable to such usage as fixed by the City's water
rate ordinances then in effect.
(g) The City covenants and agrees for the benefit of the registered owners of
the Notes that it will observe all contractual obligations provided for in the Outstanding
Parity Bonds Ordinances and any agreement or agreements relating to Outstanding Parity
Bonds representing loans from NDEE.
(h) The City agrees that so long as the Notes are outstanding and unpaid it will
keep in force and effect the Cargill Contract and will not amend the provisions thereof in
any manner which reduces amounts payable thereunder to any level which would cause the
City to be in violation of the provisions of Section 12 of this Ordinance; further, the City
is hereby authorized to enter into any and all amendments or modifications of the Cargill
Contract as may be necessary or appropriate for such purposes.
Section 17. Notes No Longer Outstanding. The City's obligations under this Ordinance
and the liens, pledges, covenants, and agreements of the City herein made or provided for, shall
be fully discharged and satisfied as to the Notes issued pursuant to this Ordinance and any such
notes shall no longer be deemed outstanding hereunder if such notes shall have been purchased
and canceled by the City, or when payment of the principal of and interest thereon to the respective
date of maturity or redemption (a) shall have been made or caused to be made in accordance with
the terms thereof, or (b) shall have been provided for by depositing with a national or state bank
having trust powers, or trust company, in trust solely for such payment (1) sufficient money to
make such payment or (2) Deposit Securities in such amount and bearing interest at such rates and
payable at such time or times and maturing or redeemable at stated fixed prices at the option of
the holder as to principal at such time or times as will ensure the availability of sufficient money
to make such payment; provided, however, that with respect to any note to be paid prior to
maturity, the City shall have duly given notice of redemption of such notes as provided by law or
made irrevocable provisions for the giving of such notice. Any such money so deposited with a
bank or trust company may be invested and reinvested in Deposit Securities at the direction of the
City, and all interest and income from such Deposit Securities in the hands of such bank or trust
company in excess of the amount required to pay principal of and interest on the notes for which
such monies were deposited, shall be paid over to the City as and when collected. For purposes of
this Section 17, any Deposit Securities shall be non -callable or callable only at the option of the
holder.
Section 18. Modification of Ordinance. The terms and provisions of this Ordinance do
and shall constitute a contract between the City of Blair and the registered owners of the Notes
and no changes, variations or alterations of any kind, except for changes necessary to cure any
ambiguity, formal defect or omission, shall be made to this Ordinance without the written consent
of the registered owners of two-thirds (2/3rds) in principal amount of the Notes then outstanding,
provided, however, that neither the principal and interest to be paid upon any note or the maturity
date of any note shall be changed without the written consent of all registered owners of the Notes
then outstanding affected thereby. The registered owner of any Note or Notes may, either in law
or in equity, by suit, action, mandamus or other proceeding, enforce or compel performance of any
and all of the acts and duties required by this Ordinance, and any court of competent jurisdiction
may, after default in payment of principal or interest or performance of any other obligations under
this Ordinance, on application of any such holder, appoint a receiver to take charge of the Water
System and operate the same and apply the earnings thereof to the payment of the principal of and
interest on notes issued pursuant to this Ordinance in accordance with the provisions hereof, the
provisions of the Outstanding Parity Bonds Ordinances and any ordinance authorizing Additional
Bonds.
Section 19. General Authority. Each Authorized Officer is hereby authorized to do all
things and execute all such documents as may by them be deemed necessary and proper to
complete the issuance and sale of the Notes as conternplated by this Ordinance.
Section 20. Continuing Disclosure. In accordance with the requirements of Rule 15c2-
12 of the Securities Exchange Act of 1934, as amended (the "Rule") promulgated by the Securities
and Exchange Commission, the City, being the only "obligated person" with respect to the Bonds,
agrees that it will provide the following continuing disclosure information to the Municipal
Securities Rulemaking Board (the "MSRB") in an electronic format as prescribed by the MSRB:
(a) not later than seven (7) months after the end of each fiscal year of the City (the
"Delivery Date"), financial information or operating data for the City of the type
accompanying the audited financial statements of the City entitled "Management's
Discussion and Analysis" ("Annual Financial Information");
(b) when and if available prior to the Delivery Date, audited financial statements
for the City ("Audited Financial Statements"); audited financial information shall be
prepared on the basis of generally accepted accounting principles; and
(c) in a timely manner not in excess of ten (10) business days after the occurrence
of the event, notice of the occurrence of any of the following events with respect to the
Bonds:
(1) principal and interest payment delinquencies;
(2) non-payment related defaults, if material;
(3) unscheduled draws on debt service reserves reflecting financial
difficulties;
(4) unscheduled draws on credit enhancements reflecting financial
difficulties;
(5) substitution of credit or liquidity providers, or their failure to perform;
(6) adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form
5701-TEB) or other material notices or determinations with respect to the tax status
of the Bonds, or other material events affecting the tax status of the Bonds;
(7) modifications to rights of the holders of the Bonds, if material;
(8) bond calls, if material, and tender offers;
(9) defeasances;
(10) release, substitution, or sale of property securing repayment of the
Bonds, if material;
(11) rating changes;
(12) banla-uptcy, insolvency, receivership or similar events of the City
(this event is considered to occur when any of the following occur: the appointment
of a receiver, fiscal agent or similar officer for the City in a proceeding under the
U.S. Bankruptcy Code or in any other proceeding under state or federal law in
which a court or governmental authority has assumed jurisdiction over substantially
all of the assets or business of the City, or if such jurisdiction has been assumed by
leaving the existing governing body and officials or officers in possession but
subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement or liquidation
by a court or governmental authority having supervision or jurisdiction over
substantially all of the assets or business of the City);
(13) the consummation of a merger, consolidation, or acquisition
involving the City or the sale of all or substantially all of the assets of the City,
other than in the ordinary course of business, the entry into a definitive agreement
to undertake such an action or the termination of a definitive agreement relating to
any such actions, other than pursuant to its terms, if material;
(14) appointment of a successor or additional trustee or the change of
name of a trustee, if material;
(15) incurrence of a Financial Obligation, if material, or agreement to
covenants, events of default, remedies, priority rights or other similar terms of a
Financial Obligation, any of which affect security holders, if material. The term
"Financial Obligation" for this subsection (15) is defined as (i) a debt obligation,
(ii) derivative instrument entered into in connection with, or pledged as security or
a source of payment for, an existing or planned debt obligation; or (iii) guarantee
of a debt obligation or any such derivative instrument; provided that "Financial
Obligation" shall not include municipal securities as to which a final official
statement (as defined in the Rule) has been provided to the MSRB consistent with
the Rule; or
(16) default, event of acceleration, termination event, modification of
terms, or other similar events under the terms of a financial obligation, any of which
reflect financial difficulties.
(d) in a timely manner, notice of any failure on the part of the City to provide
Annual Financial Information or Audited Financial Statements to the extent available not
later than the Delivery Date.
The City has not undertaken to provide notice of the occurrence of any other event,
except the events listed above.
The City agrees that all documents provided to the MSRB under the terms of this
continuing disclosure undertaking shall be in such electronic format and accompanied by such
identifying information as shall be prescribed by the MSRB. The City reserves the right to modify
from time to time the specific types of information provided or the format of the presentation of
such information or the accounting methods in accordance with which such information is
presented, to the extent necessary or appropriate in the judgment of the City, consistent with the
Rule. The City agrees that such covenants are for the benefit of the registered owners of the Bonds
(including Beneficial Owners) and that such covenants may be enforced by any registered owner
or Beneficial Owner, provided that any such right to enforcement shall be limited to specific
enforcement of such undertaking and any failure shall not constitute an event of default under the
Ordinance. The continuing disclosure obligations of the City, as described above, shall cease when
none of the Bonds remain outstanding.
Section 21. Severability. If any section, paragraph, clause or provision of this Ordinance
shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect
any of the other provisions of this Ordinance.
Section 22. Official Statement. Each Authorized Officer is authorized to prepare, approve
and deem final on behalf of the City a preliminary official statement for use by the Underwriter in
connection with the offering and sale of the Notes, and to approve a final official statement in
accordance with any applicable governing laws, rules or regulations.
Section 23. Publication in Pamphlet Form. This Ordinance shall be published in pamphlet
form and shall take effect according to law. This Ordinance is hereby determined to be a measure
necessary to carry out the City's contractual obligations as provided for in the Notes and shall be
in force and take effect from and after its passage and approval according to law.
PASSED AND APPROVED this 28th day of March, 2023.
CITY OF BLAIR, NE RASKA
MDA K. h, AYOR
ATTEST:
BRENDA WHEELER, CITY CLERK
OF sCq�'A
2
M
IBRASKA )
:ss:
WASHINGTON COUNTY )
BRENDA WHEELER, hereby certifies that she is the duly appointed, qualified and acting City
Cleric of the City of Blair, Nebraska, and that the above and foregoing ordinance was passed at a
regular meeting of the Mayor and City Council of said City held on the 28th day of March, 2023.
BRENDA WHEELER, CITY CLERK
Motion for adjournment was duly made, seconded and on roll call vote was declared duly adopted
by the Mayor.
[NO FURTHER TEXT ON THIS PAGE]
State of Nebraska, County of Washington
Chris Rhoades, Being by me first duly sworn,
deposes and says that he is the Associate
Publisher of the Enterprise, a legal weekly
newspaper printed and published at Blair, in
Washington County, Nebraska and of general
circulation in said County and State: that said
newspaper has a bona fide circulation of more
than 3000 copies weekly, in said County: and
has been published in said County for more
than 52 successive weeks prior to the first
publication of the attached notice, that the
attached notice was published in said
newspaper for 1 consecutive week(s) being
the issues of.
3/31/2023
Date(s)
Chris Rhoades," ssociate Publisher
Subscribed in my presence, and sworn to
before me this date:
March 31, 2023
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Notpfy��
ENERAL NJ1AFY-b-,-.pnjivka
SHAUNA GERKE
tAy Comm. Exp. July 24, 2023
Cost information
Printers Fee $ 30.15
Aff & billing prep fee
Notary Fee
Copy Fee
Additional Affidavits
25% mins discount
Total Amount Due $ 30.15
kffidavit of Publication:
NOTICE OF PU
ORDINANCE'I
FOI
On March 28,
and Council of
Nebraska, passe
Ordinance No. 2i
OL
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OF SAII
AND H
REVENL
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ZESTTHEREON;
FOR THE
4, SEGREGATION r
PLICATION OF!
NUES OF SAIDi
Vo 01 enrr amn
:ATION OF r I His
IN PAMPHLET
are available at the office' of the
City Clerk, in Blair, Nebraska.
Brenda Wheeler
City Clerk
ZNEZ
ENT 3-31-23