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2506ORDINANCE NO, 2506 COUNCIL MEMBER WILLIS INTRODUCED THE FOLLOWING ORDINANCE: AN ORDINANCE AUTHORIZING THE ISSUANCE OF HIGHWAY ALLOCATION FUND PLEDGE BONDS, IN ONE OR MORE SERIES, OF THE CITY OF BLAIR, NEBRASKA, IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED ELEVEN MILLION DOLLARS ($11,000,000) FOR THE PURPOSE OF PAYING THE COSTS OF CONSTRUCTING CERTAIN STREET AND RELATED IMPROVEMENTS OF THE CITY; PRESCRIBING THE FORM OF SAID BONDS; PLEDGING FUNDS TO BE RECEIVED BY THE CITY FROM THE STATE OF NEBRASKA HIGHWAY ALLOCATION FUND FOR THE PAYMENT OF SAID BONDS; PROVIDING FOR THE LEVY AND COLLECTION OF TAXES TO PAY THE SAME IF NECESSARY; AUTHORIZING THE OFFICERS OF THE CITY TO ESTABLISH THE FINAL TERMS OF THE BONDS WITHIN CERTAIN PARAMETERS; AUTHORIZING THE DELIVERY OF THE BONDS TO THE PURCHASER; PROVIDING FOR THE DISPOSITION OF THE BOND PROCEEDS; APPROVING POST -ISSUANCE TAX COMPLIANCE POLICIES; AUTHORIZING A BOND PURCHASE AGREEMENT AND OTHER RELATED DOCUMENTS; AND ORDERING THE ORDINANCE PUBLISHED IN PAMPHLET FORM. BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF BLAIR, NEBRASKA: Section 1. The Mayor and Council find and determine as follows: (a) the City is engaged in the construction of certain road improvements within the City (the "Project") and that the payment of a portion of the costs of said improvements is necessary, which costs will constitute valid obligations of the City; (b) the City does not have funds with which to pay the cost of the improvements and it is necessary and advisable for the City to borrow money and pledge the funds to be received from the Highway Allocation Fund to the payment of the bonds issued by the City for this purpose; (c) the total estimated cost necessary to be fiinded at this time, as certified by the engineer for the City and considering the costs of the bonds herein contemplated, is not less than $11,000,000; (d) the City has no outstanding obligations issued pursuant to Section 66-4,101, Reissue Revised Statutes of Nebraska, 2009; and (e) the City's receipts from the Nebraska Highway Allocation Fund for the fiscal year ended September 30, 2023 is anticipated to be approximately $1,002,799 and the greatest annual combined debt service on the Bonds authorized under this Ordinance will not exceed $900,000 through the final payment of bonds issued under authority of said Section 66-4,101, Reissue Revised Statutes of Nebraska, 2009. Section 2. For purposes as set out in Section 1 hereof, there shall be and there are hereby ordered issued Highway Allocation Fund Pledge Bonds, in one or more series (the `Bonds"), in the aggregate principal amount of not to exceed $11,000,000 (the "Bonds"). The Bonds shall mature in such amounts and on such dates, bear interest at such rates per annum and such series designations, be subject to redemption and shall bear such other terns, as shall be determined in a written designation of terms for the Bonds (which may consist of the Bond Purchase Agreement or a separate written designation for such series, in either case sometimes referred to herein as the "Designation") signed on behalf of the Mayor, the City Administrator, or the City Treasurer (each, an "Authorized Officer") and agreed to by Piper Sandler & Co. (the "Underwriter"), which Designation may also determine or modify the principal amount, interest rate or maturity date of the Bonds, mandatory redemption provisions (if any) and pricing terms as set forth in Section 8 hereof, all within the following limitations; (a) the aggregate principal amount of all Bonds shall not exceed the amount stated in this Section 2 above; (b) 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 Bonds; (c) the longest maturity of any series of Bonds may not be later than twenty years from the date of issuance; (d) the trete interest cost of any series of Bonds shall not exceed 6.50%; (e) two or more of the principal maturities may be combined and issued as "term bonds" subject to mandatory redemption as and to the extent set out in the Designation; any Bonds issued as "term bonds" shall be redeemed at a redemption price equal to 100% of the principal amount thereof plus accrued interest thereon to the date of redemption and may be selected for redemption by any random method of selection determined appropriate by the Registrar (as hereinafter designated) or by the Depository (as hereinafter designated). Each of the Authorized Officers are hereby authorized to make such determinations on behalf of the City and to evidence the same by execution and delivery of a Designation for each series of Bonds, and such determinations shall constitute the action of the Mayor and Council without further action of the Mayor and Council. The Bonds shall be issued in the denomination of $5,000 or any integral multiple thereof and shall be numbered from 1 upwards in the order of their issuance. No Bond shall be issued originally or upon transfer or partial redemption having more than one principal maturity. The initial bond numbering and principal amounts for each of the Bonds issued shall be as directed by the initial purchasers thereof. Interest on the Bonds shall be payable semiannually on June 15 and December 15 of each year, starting December 15, 2023 (or such other date or dates as may be determined in the Designation). 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 fifteenth day immediately preceding the interest payment date (or such other record date as may be determined in the Designation, the "Record S Date"), subject to the provisions of Section 3 hereof. Payment of interest due on the Bonds prior to maturity or redemption shall be made by the Paying Agent and Registrar, as designated pursuant to Section 3 hereof, by mailing a check in the amount due for such interest on each interest payment date to the registered owner of each bond, as of the applicable Record Date, to such owner's registered address as shown on the books of registration, as required to be maintained in Section 3 hereof. Payment of principal due at maturity or at any date fixed for redemption, together with any accrued interest then due, shall be made by said Paying Agent and Registrar to the registered owners upon presentation and surrender of the bonds to said Paying Agent and Registrar. In the event that bonds of this issue are held in the nominee name of a national clearinghouse or depository, payment of principal or interest shall be made by wire transfer of funds in accordance with any applicable regulations governing "Depository Eligible Securities". The City and said Paying Agent and Registrar may treat the registered owner of any bond as the absolute owner of such bond for the purpose of making payments thereon and for all other purposes and neither the City nor said Paying Agent and Registrar shall be affected by any notice or lalowledge to the contrary whether such Bond 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 bond 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 bonds or claims for interest to the extent of the sum or sums so paid. If any Bond is not paid upon presentation of the Bond at maturity or any interest installment is not paid when due, the delinquent Bond or delinquent interest installment shall bear interest thereafter until paid at a rate equal to the rate assessed against delinquent taxes under Section 45-104.01 R.R.S. Nebraska, 2010, as now existing or as the same may be amended from time to time by the Nebraska Legislature. Section 3. The City Treasurer, in Blair, Nebraska, is hereby designated as Paying Agent and Registrar for the bonds, provided that the Mayor and City 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 City Council shall determine to be appropriate. Said Paying Agent and Registrar shall keep and maintain for the City books for the registration and transfer of the bonds at the office of the Paying Agent and Registrar in Blair, Nebraska. The names and registered addresses of the registered owner or owners of the Bonds shall at all times be recorded in such books. Any Bond may be transferred pursuant to its provisions at the office of the Paying Agent and Registrar upon surrender of such Bond for cancellation, accompanied by a written instrument of transfer, in form satisfactory to such 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 will register such transfer upon said registration books and deliver to the transferee registered owner or owners (or send by registered mail to the transferee owner or owners at such owner's or owners' risk and expense), registered in the name of such transferee owner or owners, a new Bond or Bonds of the same interest rate, aggregate principal amount and maturity. To the extent of the denominations authorized for the Bonds by this Ordinance, one Bond may be transferred for several such Bonds of the same interest rate and maturity and for a like aggregate principal amount, and several such Bonds may be transferred for one or several such Bonds, respectively, of the same interest rate and maturity and for a like aggregate principal amount. In every case of transfer of a Bond, the surrendered Bond or Bonds shall be cancelled and destroyed. All bonds issued upon transfer of the bonds so surrendered shall be valid obligations of the City evidencing the same obligations as the bonds surrendered and shall be entitled to all benefits and protection of this ordinance to the same extent as the bonds upon transfer of which they were delivered. The City and the Paying Agent and Registrar shall not be required to transfer Bonds during any period from any Record Date until its inunediately following interest payment date. In the event that payments of interest due on the Bonds 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 bonds 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 4. In addition to any mandatory sinking fund redemption as may be determined by the City by its Authorized Officer, all as set out in Section 2 hereof, the Bonds of this issue shall be subject to redemption, in whole or in part, prior to maturity at any time on or after the fifth amiiversary of original issue hereof (or such other date as provided for in the Designation), at par plus accrued interest on the principal amount redeemed to the date fixed for redemption. The City may select the Bonds to be redeemed from such optional redemption in its sole discretion but Bonds shall be redeemed only in the amount of $5,000 or integral multiples thereof. Notice of redemption of any Bond called for redemption shall be given at the direction of the Mayor and Council by the Paying Agent and Registrar by mail not less than thirty days prior to the date fixed for redemption, first class postage prepaid, sent to the registered owner of such Bond at said owner's registered address. Such notice shall designate the Bond or Bonds to be redeemed by number and maturity, the date of original issue, the date fixed for redemption and state that such Bond or Bonds are to be presented for prepayment at the office of the Paying Agent and Registrar. In case of any bond partially redeemed, such notice shall specify the portion of the principal amount of such Bond to be redeemed. No defect in the mailing of notice for any bond shall affect the sufficiency of the proceedings of the Mayor and Council designating the Bonds called for redemption or the effectiveness of such call for Bonds for which notice by mail has been properly given and the Mayor and Council shall have the right to further direct notice of redemption for any such Bond for which defective notice has been given. Any Bonds designated as term bonds in the Designation shall be subject to mandatory sinking fund redemption as provided in the Designation. Such mandatory redemptions for such bonds due as term bonds shall be at a price equal to 100% of the principal amount redeemed, plus accrued interest to the date fixed for redemption. Section 5. If the date for payment of the principal of or interest on the Bonds 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. Section 6. The Bonds shall be executed on behalf of the City by being signed by the Mayor and the City Cleric, both of which signatures may be facsimile signatures, and shall have the City seal impressed on each Bond. The City Clerk shall make and certify a transcript of proceedings had and done precedent to the issuance of said Bonds which shall be delivered to the purchaser of said Bonds. After being executed by the Mayor and City Clerk, said Bonds shall be delivered to the Treasurer of the City who shall be responsible therefor under his/her official bond. Such Treasurer shall maintain a record of information with respect to said bonds in accordance with the requirements of Section 10-140, R.R.S. Neb. 2012, as amended, and shall cause the same to be filed 6 with the office of the Auditor of Public Accounts of the State of Nebraska. The Paying Agent and Registrar shall register each Bond in the name of its initial registered owner as designated by the initial purchaser. Each Bond shall be authenticated on behalf of the City by the Paying Agent and Registrar, The Bonds shall be issued initially as "book -entry only" bonds using the services of The Depository Trust Company (the "Depository"), with one typewritten bond per maturity being issued to the Depository. In such connection said officers of the City are authorized to execute and deliver a letter of representations and inducement (the "Letter of Representations") in the form required by the Depository, for and on behalf of the City, which shall thereafter govern matters with respect to registration, transfer, payment and redemption of the bonds. Upon issuance of the Bonds as "book- entty-only" bonds, 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 Bonds as securities depository (each, a "Bond Participant") or to any person who is an actual purchaser of a Bond from a Bond Participant while the Bonds 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 Bond Participant with respect to any ownership interest in the bonds; (ii) the delivery to any Bond Participant, any Beneficial Owner or any other person, other than the Depository, of any notice with respect to the Bonds, including any notice of redemption; or (iii) the payment to any Bond Participant, any Beneficial Owner or any other person, other than the Depository, of any amount with respect to the bonds. The Paying Agent and Registrar shall make payments with respect to the Bonds only to or upon the order of the Depository or its nominee, and all such payments shall be valid and effective frilly to satisfy and discharge the obligations with respect to such Bonds to the extent of the sum or sums so paid. No person other than the Depository shall receive an authenticated Bond, 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 to or unwilling to discharge its responsibilities, the Paying Agent and Registrar shall issue, transfer and exchange bonds 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 Bonds or (ii) to make available bonds registered in whatever name or names the Beneficial Owners transferring or exchanging such Bonds shall 7 designate. (c) If the City determines that it is desirable that certificates representing the Bonds be delivered to the ultimate Beneficial Owners of the Bonds 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 Bond Participants of the availability through the Depository of bond certificates representing the Bonds. In such event, the Paying Agent and Registrar shall issue, transfer and exchange bond certificates representing the Bonds 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 Bond is registered in the name of the Depository or any nominee thereof, all payments with respect to such Bond and all notices with respect to such Bond shall be made and given, respectively, to the Depository as provided in the Letter of Representations. (e) Registered ownership of the Bonds may be transferred on the books of registration maintained by the Paying Agent and Registrar, and the Bonds 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 terms of the Paying Agent and Registrar's Agreement (if any). (f) In the event of any partial redemption of a Bond unless and until such partially redeemed Bond 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 Bond as is then outstanding and all of the bonds 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 or upon termination by the City of book- entty-only form, the City shall immediately provide a supply of bond certificates for issuance upon subsequent transfers or in the event of partial redemption. 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 bond certificates upon transfer or partial redemption, the City agrees to order printed an additional supply of bond certificates and to direct their execution by manual or facsimile signature of its then duly qualified and acting officers. In case any officer whose signature or facsimile thereof shall appear on any bond shall cease to be such officer before the delivery of such bond (including any bond certificates delivered to the Paying Agent and Registrar for issuance upon transfer or partial redemption) 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 Bond. The Bonds shall not be valid and binding on the City until authenticated by the Paying Agent and Registrar. The bonds shall be delivered to the Paying Agent and Registrar for registration and authentication. Section 7. Said Bonds shall be in substantially the following form: UNITED STATES OF AMERICA STATE OF NEBRASKA CITY OF BLAIR HIGHWAY ALLOCATION FUND PLEDGE BOND SERIES 2023 Interest Rate Maturity Date Date of Original Issue CUSIP % 2023 Registered Owner: Principal Amount: KNOW ALL PERSONS BY THESE PRESENTS: That the City of Blair, in the State of Nebraska (the "City"), hereby acknowledges itself to owe and for value received promises to pay to the registered owner specified above the principal amount specified above in lawful money of the United States of America on the maturity date specified above, with interest thereon from date of original issue specified above or most recent interest payment date to which interest has been paid or provided for, whichever is later, to maturity (or earlier redemption) at the rate per amium specified above. Said interest shall be payable semiannually on the day of and in each year, starting , 2023. If this bond is not paid upon presentation at maturity or any interest installment hereon is not paid when due, the bond or interest installment shall bear interest thereafter until paid at a rate equal to the rate assessed against delinquent taxes under Section 45-104.01 R.R.S. Nebraska 2010, as now existing or as the same may be amended from time to time by the Nebraska Legislature. The interest hereon due prior to maturity or earlier redemption shall be paid on each interest payment date by the City Treasurer of Blair, Nebraska by wire transfer (but only in accordance with the limited terms of the authorizing ordinance), check or draft mailed to the registered owner hereof, as shown on the records of the Paying Agent and Registrar as of the close of business on the fifteenth day immediately preceding the interest payment date, at such owner's registered address as it appears on the books of registration of the City (the "Record Date"). The principal of this bond and the interest due at maturity are payable on presentation and surrender to said Paying Agent and Registrar at the office of the Paying Agent and Registrar in Blair, Nebraska. 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 bond (or of one or more predecessor bonds 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. The City, however, reserves the right and option of paying bonds of this, in whole or in part, on the fifth anniversary of original issue or at any time thereafter, at the principal amount thereof plus accrued interest to the date fixed for redemption. Notice of any such redemption shall be given by mail, sent to the registered owner of any bond to be redeemed at said registered owner's address in the mamler provided in the ordinance authorizing said bonds. Individual bonds may be redeemed in part but only in the amount of $5,000 or integral multiples thereof. Any bond redeemed in part 10 only shall be surrendered to the Paying Agent and Registrar in exchange for a new bond or bonds evidencing the unredeemed principal thereof. This bond is one of an issue of frilly registered bonds of the total principal amount of $ , of like tenor herewith except as to denomination, date of maturity and rate of interest issued by said City for the purpose of paying the cost of road improvements constructed within the City, and is issued pursuant to Section 66-4,101, R.R.S. Neb. 2009. The issuance of said bonds has been authorized by an ordinance duly passed by the Mayor and Council of said City. 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 and cancellation of this bond, and thereupon a new bond or bonds of the same aggregate principal amount, interest rate and maturity will be issued to the transferee as provided in the ordinance authorizing said issue of bonds, subject to the limitations therein prescribed. The City, its Paying Agent and Registrar and any other person may treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment hereof and for all purposes and shall not be affected by any notice to the contrary, whether this bond be overdue or not. 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 BOND MAY BE PAID OR REDEEMED WITHOUT SURRENDER HEREOF TO THE PAYING AGENT AND REGISTRAR. DTC ORA NOMINEE, TRANSFEREE OR ASSIGNEE OF DTC OF THIS BOND 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 BOND 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 BOND ISSUED IN REPLACEMENT HEREOF OR SUBSTITUTION HEREFOR 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 PERSON IS WRONGFUL BECAUSE ONLY THE REGISTERED OWNER HEREOF, DTC OR ITS NOMINEE, HAS AN INTEREST HEREIN. This bond 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 bond did exist, did happen and were done and performed in regular and due form and time as required by law, and that 11 the indebtedness of said City, including this bond, does not exceed any limitation imposed by law. For the prompt payment of this bond, the City has pledged and hereby pledges funds received and to be received from the Highway Allocation Fund of the State of Nebraska with receipts from such fund to be allocated by the City to payment of principal and interest as the same fall due. In addition, the City hereby covenants and agrees that it shall levy ad valorem taxes upon all the taxable property in the City at such rate or rates, within applicable statutory limitations as provided in Section 66-4,101, R.R.S. Neb., 2009, as will provide funds which together with receipts from the Highway Allocation Fund, as pledged to the payment of such principal and interest and any other money made available and used for such purpose, will be sufficient to make payment of the principal of and interest on this bond and the other bonds of the same issue as the same fall due. The City has reserved the right to issue additional bonds payable from receipts from the Highway Allocation Fund of the State of Nebraska. IN WITNESS WHEREOF, the Mayor and Council of the City of Blair, Nebraska, have caused this bond to be executed on behalf of the City by being signed by the Mayor and Clerk of the City, both of which signatures may be facsimile signatures, and by causing the official seal of the City to be affixed hereto, all as of the date of original issue shown above. ATTEST: (Do not sign) City Clerk (S E A L) CITY OF BLAIR, NEBRASKA By (Do not sign) Mayor CERTIFICATE OF AUTHENTICATION This bond is one of the series authorized by an ordinance passed and approved by the Mayor and Council of the City of Blair as described in said bonds. (Do not sign) City Treasurer, Paying Agent and Registrar for the City of Blair, Nebraska 12 (FORM OF ASSIGNMENT) For value received hereby sells, assigns and transfers unto the within bond 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. Date: SIGNATURE GUARANTEED Authorized Officer Registered Owner Note: The signature(s) of this assignment MUST CORRESPOND with the name as written on the face of the within bond 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. 13 Section 8. Said Bonds are hereby authorized to be sold to Piper Sandler & Co. at an aggregate purchase price of not less than 99.00% of the principal amount thereof, plus or minus original issue premium or discount, plus accrued interest, all as set out in the Designation, and the City Treasurer is authorized to deliver the Bonds to said purchaser upon receipt of the said amount plus accrued interest (if any) to the date of payment. Said Bonds are sold to the purchaser subject to the opinion of independent bond counsel that said Bonds are lawfully issued; that said Bonds constitute a valid obligation of the City; and that under existing laws and regulations the interest on said Bonds is exempt from both Nebraska state and federal income taxes. Such purchaser and its agents, representative and counsel (including its 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 Bonds, including, without limitation, authorizing the release of the Bonds by the Depository (as defined herein) at closing. The Authorized Officers are each individually hereby authorized to approve, execute and deliver a Bond Purchase Agreement for and on behalf of the City. The proceeds of the Bonds herein authorized shall be applied to pay the costs of construction of the improvements described in Section 1 hereof and to the payment of issuance costs. Accrued interest, if any, received from the sales of the Bonds shall be applied to pay interest first falling due on the Bonds. Section 9. For the payment of the Bonds, principal and interest as the same fall due, there are hereby pledged all receipts by the City which are attributable to the Highway Allocation Fund of the State of Nebraska. So long as the City has in each year made adequate provision for the payments of principal and interest due on the Bonds falling due in such year, monies received by the City attributable to the Highway Allocation Fund may be applied for any other permitted purpose. The City reserves the right to issue additional bonds pursuant to Section 66-4,101, R.R.S. Neb., 2009 which shall also be secured equally and ratably with the Bonds by a pledge of funds to be received by the City attributable to the Highway Allocation Fund without limitation. The City hereby agrees that, in the event that receipts by the City in any year attributable to the Highway Allocation Fund are insufficient to meet the payments of principal and interest falling due on the Bonds, the City shall levy ad valorem taxes upon all taxable property in the City, at such rate or rates, within applicable statutory limitations, as will provide fiends which, together with receipts from the Highway Allocation Fund, will be sufficient to pay principal and interest on the Bonds as they become due. Section 10. The City's obligations under this Ordinance shall be fully discharged and satisfied as to the Bonds authorized and issued hereunder, and said Bonds shall no longer be deemed outstanding hereunder when payment of the principal thereof plus interest thereon to the date of maturity or redemption thereof (a) shall have been made or caused to have been made in accordance with the terms thereof and hereof, or (b) shall have been provided for by depositing with the Paying Agent and Registrar, or in escrow with a national or state bank having trust powers in trust solely for such payment, (i) sufficient monies to make such payment or (ii) direct general obligations of, or obligations the principal and interest of which are unconditionally guaranteed by, the United States of America, or obligations of any agency of the United States of America (herein referred to as "Govermnent Obligations"), in such amount and with such maturities as to principal and interest as will insure the availability of sufficient monies to make such payment, and thereupon such Bonds shall cease to draw interest from the date of their redemption or maturity and, except for the purposes of such payments, shall no longer be entitled to the benefits of this Ordinance; provided that, with respect to any Bonds called or to be called for redemption prior to the stated maturity thereof, notice of 14 redemption shall have been duly given or provided for. If monies shall have been deposited in accordance with the terms hereof with the Paying Agent and Registrar or escrow agent in trust for that purpose sufficient to pay the principal of such Bonds and all interest due thereon to the due date thereof or to the date fixed for the redemption thereof, all liability of the City for such payment shall forthwith cease, determine and be completely discharged, and all such Bonds shall no longer be considered outstanding. Section 11. The City hereby covenants to the purchasers and holders of the Bonds hereby authorized that it will make no use of the proceeds of said bond issue, including monies held in any sinking firnd for the payment of said Bonds, which would cause said Bonds to be arbitrage bonds within the meaning of Sections 103(b) and 148 of the Internal Revenue Code of 1986, as amended (the "Code") and further covenants to comply with said Sections 103 and 148 and all applicable regulations thereunder throughout the term of said bond issue. The City hereby covenants and agrees to take all actions necessary under the Code to maintain the tax-exempt status of interest payable on the Bonds with respect to taxpayers generally but not including insurance companies or corporations subj ect to the additional minimum tax. Unless otherwise provided in the Designation, the City hereby designates the Bonds as its "qualified tax-exempt obligations" pursuant to Section 265(b)(3)(13)(i)(III) of the Code and covenants and warrants that it does not anticipate issuing tax- exempt obligations in the calendar year that the Bonds are issued in an amount in excess of $10,000,000. Section 12. 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 mamier 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; 15 (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) bankruptcy, 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 govermnental 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 terra "Financial Obligation" for this subsection (15) is defined as (i) a debt obligation, (ii) 16 derivative instrument entered into in comlection 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 13. In order to promote compliance with certain federal tax and securities laws relating to the bonds herein authorized (as well as other outstanding bonds) the policy and procedures attached hereto as Exhibit "A" (the "Post -Issuance Compliance Policy and Procedures") are hereby adopted and approved in all respects. To the extent that there is any inconsistency between the attached Post -Issuance Compliance Policy and Procedures and any similar policy or procedures previously adopted and approved, the Post -Issuance Compliance Policy and Procedures shall control. Section 14. The Authorized Officers are hereby authorized to prepare and deem final on behalf of the City a Preliminary Official Statement for the Bonds and are further authorized to approve on behalf of the City a final Official Statement with any changes deemed appropriate by such officers. Section 15. Without in any way limiting the power, authority or discretion elsewhere herein granted or delegated, the Mayor and the City Council hereby authorize and direct all of the officers, 17 employees and agents of the City to carry out, or cause to be carried out, and to perform such obligations of the City and such other actions as they, or any one of them, shall consider necessary, advisable, desirable, or appropriate in comlection with this ordinance, and the issuance, sale and delivery of the Bonds, including, without limitation and whenever appropriate, the execution and delivery thereof and of all other related documents, instruments, certifications and opinions; and delegates, authorizes and directs the Authorized Officers (or any one of them) the right, power and authority to exercise his or her own independent judgment and discretion in determining and finalizing the terms, provisions, form and contents of each of the foregoing. The execution and delivery by the Authorized Officers or by any such other officer, officers, agent or agents of the City of any such documents, instruments, certifications and opinions, or the doing by him or her of any act in connection with any of the matters which are the subject of this ordinance, shall constitute conclusive evidence of both the City's and his or her approval of all changes, modifications, amendments, revisions and alterations made therein, and shall conclusively establish his or her authority with respect thereto from the City and the authorization, approval and ratification by the City of the documents, instruments and certifications so executed and the action so taken. Section 16. 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. by law. Section 17. This ordinance shall be published in pamphlet form and take effect as provided PASSED AND APPROVED this ATTEST: &1�, 0 )/ City Clerk 18 Exhibit A Policy and Procedures Federal Tax Law and Disclosure Requirements for Tax-exempt Bonds and/or Tax Advantaged Bonds ISSUER NAME: The City of Blair, Nebraska COMPLIANCE OFFICER (BY TITLE):City Administrator POLICY It is the policy of the Issuer identified above (the "Issuer") to comply with all Federal tax requirements and securities law continuing disclosure obligations for its obligations issued as tax-exempt bonds (or as tax credit, direct pay subsidy or other tax -advantaged bonds, as applicable) to ensure, as applicable (a) that interest on its tax-exempt bonds remains exempt from Federal income tax, (b) that the direct payments or tax credits associated with its bonds issued as tax advantaged bonds are received in a timely manner and (c) compliance with any continuing disclosure obligations of the Issuer with respect to its outstanding bonds. PROCEDURES Compliance Officer. Review of compliance with Federal tax requirements and securities law continuing disclosure obligations as generally outlined below shall be conducted by the Compliance Officer identified above (the "Compliance Officer"). To the extent more than one person has been delegated specific responsibilities, the Compliance Officer shall be responsible for ensuring coordination of all compliance review efforts. Training. The Compliance Officer shall evaluate and review educational resources regarding post -issuance compliance with Federal tax and securities laws, including periodic review of resources published for issuers of tax-exempt obligations by the Internal Revenue Service (either on its website at http://www.irs.gov/taxexeinptbond, or elsewhere) and the Municipal Securities Rulemaking Board (either on its Electronic Municipal Market Access website ["EMMA"] at htip://www,ernrna.msrb.org, or elsewhere). Compliance Review. A compliance review shall be conducted at least annually by or at the direction of the Compliance Officer. The review shall occur at the time the Issuer's annual audit takes place, unless the Compliance Officer otherwise specifically determines a different time period or frequency of review would be more appropriate. Scope of Review. DocurnentRevieiv. At the compliance review, the following documents (the "Bond Documents") shall be reviewed for general compliance with covenants and agreements and applicable regulations with respect to each outstanding bond issue: (a) the resolution(s) and/or ordinance(s), as applicable, adopted by the governing body of the Issuer authorizing the issuance of its outstanding bonds, together with any documents setting the final rates and terms of such bonds (the "Authorizing Proceedings"), (b) the tax documentation associated with each bond issue, which may include some or all of the following (the "Tax Documents"): (i) covenants, certifications and expectations regarding Federal tax requirements which are described in the Authorizing Proceedings; (ii) Foran 8038 series fled with the Internal Revenue Service; (iii) tax certificates, tax compliance agreements, tax regulatory agreement or similar documents; (iv) covenants, agreements, instructions or memoranda with respect to rebate or private use; (v) any reports from rebate analysts received as a result of prior compliance review or evaluation efforts; and 19 (vi) any and all other agreements, certificates and documents contained in the transcript associated with the Authorizing Proceedings relating to federal tax matters. (c) the Issuer's continuing disclosure obligations, if any, contained in the Authorizing Proceedings or in a separate agreement (the "Continuing Disclosure Obligations"), and (d) any communications or other materials received by the Issuer or its counsel, from bond counsel, the underwriter or placement agent or its counsel, the IRS, or any other material correspondence relating to the tax-exempt status of the Issuer's bonds or relating to the Issuer's Continuing Disclosure Obligations. Use and Timely Expenditure of Bond Proceeds. Expenditure of bond proceeds shall be reviewed by the Compliance Officer to ensure (a) such proceeds are spent for the purpose stated in the Authorizing Proceedings and as described in the Tax Documents and (b) that the proceeds, together with investment earnings on such proceeds, are spent within the timeframes described in the Tax Documents, and (c) that any mandatory redemptions from excess bond proceeds are timely made if required under the Authorizing Proceedings and Tax Documents. Arbitrage Yield Restrictions and Rebate Matters. The Tax Documents shall be reviewed by the Compliance Officer to ensure compliance with any applicable yield restriction requirements under Section 148(a) of the Internal Revenue Code (the "Code") and timely calculation and payment of any rebate and the filing of any associated returns pursuant to Section 148(f) of the Code. A qualified rebate analyst shall be engaged as appropriate or as may be required under the Tax Documents. Use of Bond Financed Property. Expectations and covenants contained in the Bond Documents regarding private use shall be reviewed by the Compliance Officer to ensure compliance. Bond -financed properties shall be clearly identified (by mapping or other reasonable means). Prior to execution, the Compliance Officer (and bond counsel, if deemed appropriate by the Compliance Officer) shall review (a) all proposed leases, contracts related to operation or management of bond -financed property, sponsored research agreements, take -or -pay contacts or other agreements or arrangements or proposed uses which have the potential to give any entity any special legal entitlement to the bond - financed property, (b) all proposed agreements which would result in disposal of any bond -financed property, and (c) all proposed uses of bond -financed property which were not anticipated at the time the bonds were issued. Such actions could be prohibited by the Authorizing Proceedings, the Tax Documents or Federal tax law. Continuing Disclosure. Compliance with the Continuing Disclosure Obligations with respect to each bond issue shall be evaluated (a) to ensure thnely compliance with any annual disclosure requirement, and (b) to ensure that any material events have been properly disclosed as required by the Continuing Disclosure Obligation. Record Keeping. If not otherwise specified in the Bond Documents, all records related to each bond issue shall be kept for the life of the indebtedness associated with such bond issue (including all tax-exempt refundings) plus six (6) years. Incorporation of Tax Documents. The requirements, agreements and procedures set forth in the Tax Documents, now or hereafter in existence, are hereby incorporated into these procedures by this reference and are adopted as procedures of the Issuer with respect to the series of bonds to which such Tax Documents relate. Consultation Regarding Questions or Concerns. Any questions or concerns which arise as a result of any review by the Compliance Officer shall be raised by the Compliance Officer with the Issuer's counsel or with bond counsel to determine whether non-compliance exists and what measures should be taken with respect to any non-compliance. VCAP and Remedial Actions. The Issuer is aware of (a) the Voluntary Closing Agreement Program (known as "VCAP") operated by the Internal Revenue Service which allows issuers under certain circumstances to voluntarily enter into a closing agreement in the event of certain non-compliance with Federal tax requirements and (b) the remedial actions available to issuers of certain bonds under Section 1.141-12 of the Income Tax Regulations for private use of bond financed property which was not expected at the time the bonds were issued. End of Exhibit A 20 MINUTES OF MEETING (Highway Allocation Fund Pledge Bonds, Series 2023) A meeting of the Mayor and City Council of the City of Blair, Nebraska, was held at the Blair City Council Chambers in said City on the 9th day of May, 2023, at 7:00 o'clock P.M. Present were: Melinda Rump, Mayor. Council Members: Kirk Highfill, Katelyn Ferrari, Jim Sandvold, Kevin Willis, Frank Wolff, Andrew Schank, Rick Paulsen and Holly Hafer. Absent: None. Notice of the meeting was given in advance thereof by publication or posting, the designated method for giving notice as shown by the Affidavit of Publication or Certificate of Posting attached to these minutes. Notice of this meeting was given to the Mayor and all members of the Council and a copy of their acknowledgment of receipt of notice and the agenda is attached to the minutes. Availability of the agenda was communicated in the advance notice and in the notice to the Mayor and Council of this meeting. All proceedings hereafter shown were taken while the convened meeting was open to the attendance of the public. At the beginning of the meeting, the Mayor publicly stated to all in attendance that a current copy of the Nebraska Open Meetings Act was available for review and indicated the location of such copy posted in the room where the meeting was being held. Council Member Willis introduced Ordinance No. 2506 entitled: AN ORDINANCE AUTHORIZING THE ISSUANCE OF HIGHWAY ALLOCATION FUND PLEDGE BONDS, IN ONE OR MORE SERIES, OF THE CITY OF BLAIR, NEBRASKA, IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED ELEVEN MILLION DOLLARS ($11,000,000) FOR THE PURPOSE OF PAYING THE COSTS OF CONSTRUCTING CERTAIN STREET AND RELATED IMPROVEMENTS OF THE CITY; PRESCRIBING THE FORM OF SAID BONDS; PLEDGING FUNDS TO BE RECEIVED BY THE CITY FROM THE STATE OF NEBRASKA HIGHWAY ALLOCATION FUND FOR THE PAYMENT OF SAID BONDS; PROVIDING FOR THE LEVY AND COLLECTION OF TAXES TO PAY THE SAME IF NECESSARY; AUTHORIZING THE OFFICERS OF THE CITY TO ESTABLISH THE FINAL TERMS OF THE BONDS WITHIN CERTAIN PARAMETERS; AUTHORIZING THE DELIVERY OF THE BONDS TO THE PURCHASER; PROVIDING FOR THE DISPOSITION OF THE BOND PROCEEDS; APPROVING POST -ISSUANCE TAX COMPLIANCE POLICIES; AUTHORIZING A BOND PURCHASE AGREEMENT AND OTHER RELATED DOCUMENTS; AND ORDERING THE ORDINANCE PUBLISHED IN PAMPHLET FORM. and moved that the statutory rule requiring reading on three different days be suspended. Council Member Kevin Willis seconded the motion to suspend the rules and upon roll call vote on the motion the following Council Members voted YEA: Kirk Highfill, Katelyn Ferrari, Jim Sandvold, Kevin Willis, Frank Wolff, Andrew Schank, Rick Paulsen and Holly Hafer. The following voted NAY: None. The motion to suspend the rules was adopted by three-fourths of the Council and the statutory rule was declared suspended for consideration of said ordinance. Said ordinance was then read by title and thereafter Council Member Kevin Willis moved for final passage of the ordinance, which motion was seconded by Council Member Katelyn Ferrari. The Mayor then stated the question was "Shall Ordinance No. 2506 be passed and adopted?" Upon roll call vote, the following Council Members voted YEA: Kirk Highfill, Katelyn Ferrari, Jim Sandvold, Kevin Willis, Frank Wolff, Andrew Schanlc, Rick Paulsen and Holly Hafer. The following voted NAY: None. The passage and adoption of said ordinance having been concurred in by a majority of all members of the Council, the Mayor declared the ordinance adopted and the Mayor in the presence of the Council signed and approved the ordinance and the Cleric attested the passage and approval of the same and affixed her signature thereto and ordered the Ordinance to be published in pamphlet form as provided therein. A true, correct and complete copy of said ordinance is as follows: 2 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 Pilot -Tribune , 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. 5/16/2023 Date(s) Chris oades, Associate Publisher Subscribed in my presence, and sworn to before me this date: May 16, 2023 0. - 1 Notary GENERAL NOTARY • State of Nebraska TRACY A. PRETTYMAN ALL My Comm, Exp, Sept. 10, 2025 Cost information Printers Fee Aff & billing prep fee Notary Fee Copy Fee Additional Affidavits 25% mins discount Total Amount Due $ 32.85 $ 32.85 (Affidavit of Publication: ENTERPRISE f IEDIA GROUP