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2120ORDINANCE NO. .Z I ZO AN ORDINANCE AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION VARIOUS PURPOSE BONDS OF THE CITY OF BLAIR, NEBRASKA, IN THE PRINCIPAL AMOUNT OF TWO MILLION EIGHT HUNDRED FIVE THOUSAND DOLLARS ($2,805,000) FOR THE PURPOSE OF PAYING THE COSTS OF IMPROVING STREETS AND INTERSECTIONS IN PAVING /STREET IMPROVEMENT DISTRICT NOS. 186, 187, 188 AND 189; PAYING THE COST OF WATER IMPROVEMENTS IN WATER EXTENSION DISTRICT NOS. 45, 46 AND 47; PAYING THE COSTS OF SEWER IMPROVEMENTS IN SANITARY SEWER EXTENSION DISTRICT NOS. 68, 69 AND 70; PAYING THE COSTS OF SIDEWALK IMPROVEMENTS IN SIDEWALK DISTRICT NOS. 2005 -1, 2005- 2 AND 2005 -3; AND PAYING THE COSTS OF STORM SEWER IMPROVEMENTS IN STORM WATER SEWER DISTRICT NO. 1; DIRECTING THE APPLICATION OF THE PROCEEDS OF SAID BONDS; PRESCRIBING THE FORM OF SAID BONDS; PROVIDING FOR THE LEVY AND COLLECTION OF TAXES TO PAY THE SAME; PROVIDING FOR THE SALE OF THE BONDS; AUTHORIZING THE DELIVERY OF THE BONDS TO THE PURCHASER; 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 hereby fmd and determine: that pursuant to ordinances heretofore duly enacted, Paving /Street Improvement District Nos. 186, 187, 188 and 189, were created in said City and certain street improvements were constructed in said Districts; that said improvements have been completed and accepted and hereby are accepted by the City; that the cost of said improvements, as reported by the City's Engineer, is not less than $1,090,578, of which $931,436 is District cost and $159,142 is the cost of improving intersections and areas formed by the crossing of streets, avenues or alleys and one -half of the streets adjacent to real estate owned by the City; that additional miscellaneous costs including interest on warrants or other indebtedness and issuance costs have been or are being incurred for said improvements; that special assessments have been or shall be levied according to law on the real estate in said Districts specially benefited by said improvements and such special assessments are valid liens on the lots and tracts of land upon which they are assessed; that after applying available monies collected from the special assessments and other funds available for such purpose, there still remains due and payable from the City on the district costs not less than $821,000 and on the intersection costs not less than $140,000; that all conditions, acts and things required by law to exist or to be done precedent to the issuance of Intersection Improvement Bonds in the amount of $140,000 pursuant to Section 16 -626 R.R.S. Neb. 1997, and to the issuance of Street Improvement Bonds of said Districts in the amount of $821,000 pursuant to Section 16 -623 R.R.S. Neb. 1997, do exist and have been done as required by law. Section 2. The Mayor and Council further find and determine: that pursuant to ordinances duly enacted Sanitary Sewer Extension District Nos. 68, 69 and 70 were created for said City and certain improvements were constructed in said Districts; that said improvements have been completed and accepted by the City and are hereby accepted; that the cost of said improvements as reported by the City's engineers is not less than $776,995; that in addition, the City has incurred additional costs for interest on warrants and other indebtedness and miscellaneous expenses in connection with said improvements; that special assessments have been or shall be levied according to law on the real estate specially benefited by said improvements and such special assessments are valid liens on the lots and tracts of land upon which they are assessed; that after applying available monies collected from special assessments and other funds available for such purpose, there still remains due and payable from the City not less than $780,000; that all conditions, acts and things required by law to exist or to be done precedent to the issuance of District Sanitary Sewer Service Extension Bonds of said Districts in the amount of $780,000 pursuant to Section 19 -2405, R.R.S. Neb. 1997, do exist and have been done as required by law. Section 3. The Mayor and Council further find and determine: that pursuant to ordinances duly enacted Water Extension District Nos. 45, 46 and 47 were created for said City and certain improvements were constructed in said Districts; that said improvements have been completed and accepted by the City and are hereby accepted; that the cost of said improvements as reported by the City's engineers is not less than $326,265; that in addition, the City has incurred additional costs for interest on warrants and other indebtedness and miscellaneous expenses in connection with said improvements; that special assessments have been or shall be levied according to law on the real estate specially benefited by said improvements and such special assessments are valid liens on the lots and tracts of land upon which they are assessed; that after applying available monies collected from special assessments and other funds available for such purpose, there still remains due and payable from the City not less than $330,000; that all conditions, acts and things required 2 by law to exist or to be done precedent to the issuance of District Water Service Extension Bonds of said Districts in the amount of $330,000 pursuant to Section 19 -2405, R.R.S. Neb. 1997, do exist and have been done as required by law. Section 4. The Mayor and Council further fmd and determine: that pursuant to ordinances duly enacted Sidewalk District Nos. 2005 -1, 2005 -2 and 2005 -3 were created for said City and certain improvements were constructed in said Districts; that said improvements have been completed and accepted by the City and are hereby accepted; that the cost of said improvements as reported by the City's engineers is not less than $1,152,399; that in addition, the City has incurred additional costs for interest on warrants and other indebtedness and miscellaneous expenses in connection with said improvements; that special assessments have been or shall be levied according to law on the real estate specially benefited by said improvements and such special assessments are valid liens on the lots and tracts of land upon which they are assessed; that after applying available monies collected from special assessments and other funds available for such purpose, there still remains due and payable from the City not less than $665,000; that all conditions, acts and things required by law to exist or to be done precedent to the issuance of Sidewalk Bonds of Sidewalk District Nos. 2005 -1, 2005 -2 and 2005 -3 in the amount of $665,000 pursuant to Section 19 -2419, R.R.S. Neb. 1997, do exist and have been done as required by law. Section 5. The Mayor and Council further fmd and determine: that pursuant to ordinance duly enacted, Storm Water Sewer District No. 1 was created for said City and certain improvements were constructed in said District; that said improvements have been completed and accepted by the City and are hereby accepted; that the City's engineer's certificate of acceptance is hereby approved; that the cost of said improvements as reported by the City's engineers is not less than $63,629; that in addition, the City has incurred additional costs for interest on warrants and other indebtedness and miscellaneous expenses in connection with said improvements; that special assessments have been or shall be levied according to law on the real estate specially benefited by said improvements and such special assessments are valid liens on the lots and tracts of land upon which they are assessed; that after applying available monies collected from special 3 assessments and other funds available for such purpose, there still remains due and payable from the City not less than $69,000; that all conditions, acts and things required by law to exist or to be done precedent to the issuance of Storm Water Sewer District Bonds of said District in the amount of $69,000 pursuant to Section 16- 672.11, R.R.S. Neb. 1997, do exist and have been done as required by law. Section 6. The Mayor and Council of the City of Blair, Nebraska, further fmd and determine That all conditions, acts and things required to exist or to be done precedent to the issuance of Various Purpose Bonds of the City of Blair, Nebraska, in the principal amount of Two Million Eight Hundred Five Thousand Dollars ($2,805,000) under Sections 18 -1801 and 18 -1802 R.R.S. Neb. 1997, as amended, to pay the costs described in Sections 1, 2, 3, 4 and 5 hereof do exist and have been done as required by law. Section 7. For the purposes described in Sections 1, 2, 3, 4 and 5 hereof, there shall be and there are hereby ordered issued General Obligation Various Purpose Bonds, Series 2007, of the City of Blair, Nebraska, in the principal amount of Two Million Eight Hundred Five Thousand Dollars ($2,805,000) (the "Series 2007 Bonds ") with said bonds bearing interest at the rates per annum (said interest to be computed on the basis of a 360 -day year consisting of twelve 30 -day months) and maturing on September 15 of each year in the principal amounts as follows: *Term Bonds Principal Amount Date of Maturity Rate of Interest $125,000 September 15, 2008 3.70% 125,000 September 15, 2009 3.75 130,000 September 15, 2010 3.80 135,000 September 15, 2011 3.85 140,000 September 15, 2012 3.90 150,000 September 15, 2013 3.95 110,000 September 15, 2014 4.05 110,000 September 15, 2015 4.15 110,000 September 15, 2016 4.25 120,000 September 15, 2017 4.35 125,000 September 15, 2018 4.45 130,000 September 15, 2019 4.55 135,000 September 15, 2020 4.65 145,000 September 15, 2021 4.75 150,000 September 15, 2022 4.80 865,000* September 15, 2027 5.00 4 The Series 2007 Bonds due as term bonds on September 15, 2027, are sometimes referred to herein as the "2027 Term Bonds." The Series 2007 Bonds 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 Series 2007 Bonds shall be the date of delivery thereof. Interest on the Series 2007 Bonds, at the respective rates for each maturity, shall be payable semiannually on March 15 and September 15 of each year, commencing March 15, 2008 (each of said dates an "Interest Payment Date ") and the Series 2007 Bonds shall bear such interest from the date of original issue or the most recent Interest Payment Date, whichever is later. 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 the Interest Payment Date occurs (the "Record Date "), subject to the provisions of Section 9 hereof. The Series 2007 Bonds shall be numbered from 1 upwards in the order of their issuance. No Series 2007 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 Series 2007 Bonds issued shall be designated by the City's Treasurer as directed by the initial purchaser thereof. Payments of interest due on the Series 2007 Bonds prior to maturity or date of redemption shall be made by the Paying Agent and Registrar, as designated pursuant to Section 8 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 Series 2007 Bond, 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 8 hereof. Payments of principal and accrued interest thereon due at maturity or at any date fixed for redemption prior to maturity shall be made by said Paying Agent and Registrar to the registered owners upon presentation and surrender of the Series 2007 Bonds to said Paying Agent and Registrar. The City and said Paying Agent and Registrar may treat the registered owner of any Series 2007 Bond as the absolute owner of such Series 2007 Bond 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 Series 2007 Bond or any installment of interest due thereon shall be overdue or not. All payments on account of interest or principal made to the 5 registered owner of any Series 2007 Bond 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 Series 2007 Bonds or claims for interest to the extent of the sum or sums so paid. Section 8. The City Treasurer is hereby designated as the Paying Agent and Registrar for the Series 2007 Bonds. The Paying Agent and Registrar shall keep and maintain for the City books for the registration and transfer of the Series 2007 Bonds at the City offices. The names and registered addresses of the registered owner or owners of the Series 2007 Bonds shall at all times be recorded in such books. Any Series 2007 Bond may be transferred pursuant to its provisions at the office of said Paying Agent and Registrar by surrender of such Series 2007 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 its 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 Series 2007 Bond or Series 2007 Bonds of the same interest rate, aggregate principal amount and maturity. To the extent of the denominations authorized for the Series 2007 Bonds by this Ordinance, one such 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 Series 2007 Bond, the surrendered Series 2007 Bond or Bonds shall be canceled and destroyed. All Series 2007 Bonds issued upon transfer of the Series 2007 Bonds so surrendered shall be valid obligations of the City evidencing the same obligations as the Series 2007 Bonds surrendered and shall be entitled to all the benefits and protection of this Ordinance to the same extent as the Series 2007 Bonds upon transfer of which they were delivered. The City and said Paying Agent and Registrar shall not be required to transfer any Series 2007 Bond during any period from any Record Date until its immediately following Interest Payment Date or to transfer any Series 2007 Bond called for redemption for a period of 30 days next preceding the date fixed for redemption. 6 Section 9. In the event that payments of interest due on the Series 2007 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 Series 2007 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 10. If the date for payment of the principal of or interest on the Series 2007 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 11. Series 2007 Bonds maturing September 15, 2013, and thereafter shall be subject to redemption, in whole or in part, prior to maturity at any time on or after the fifth anniversary of the date of original issue thereof at par plus accrued interest on the principal amount redeemed to the date fixed for redemption. The City may select the Series 2007 Bonds for optional redemption in its sole discretion. The 2027 Term Bonds are required to be redeemed prior to their stated maturity, commencing on September 15, 2023, and continuing on September 15 of each year thereafter, which redemptions shall be in the years and for the principal amounts set forth below: Year of Redemption Amount Required to be Redeemed 2023 $155,000 2024 165,000 2025 175,000 2026 180,000 2027 (fmal maturity) 190,000 Such scheduled mandatory redemptions shall be at a price equal to 100% of the principal amount redeemed plus interest accrued on the principal amount being redeemed to the date fixed for redemption. The Paying Agent and Registrar shall select the 2027 Term Bonds for mandatory redemption using any random method of selection deemed appropriate by the Paying Agent and Registrar. The Series 2007 Bonds shall be 7 redeemed only in amounts of $5,000 or integral multiples thereof. Series 2007 Bonds redeemed in part only shall be surrendered to said Paying Agent and Registrar in exchange for new Series 2007 Bonds evidencing the unredeemed principal thereof. Notice of redemption of any Series 2007 Bond called for redemption shall be given at the direction of the City in the case of optional redemption 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 Series 2007 Bond at said owner's registered address. Notice of redemption of 2027 Term Bonds called for mandatory redemption shall be given without further direction by the City. Each notice of redemption shall designate the Series 2007 Bond or Series 2007 Bonds to be redeemed by maturity or otherwise, the date of original issue and the date fixed for redemption and shall state that such Series 2007 Bond or Series 2007 Bonds are to be presented for prepayment at the office of said Paying Agent and Registrar. In case of any Series 2007 Bond partially redeemed, such notice shall specify the portion of the principal amount of such Series 2007 Bond to be redeemed. No defect in the mailing of notice for any Series 2007 Bond shall affect the sufficiency of the proceedings of the City designating the Series 2007 Bonds called for redemption or the effectiveness of such call for Series 2007 Bonds for which notice by mail has been properly given and the City shall have the right to further direct notice of redemption for any such Series 2007 Bond for which defective notice has been given. Section 12. The Series 2007 Bonds shall be in substantially the following form: 8 Registered Owner: No. $ Interest Rate Maturity Date Date of Original Issue CUSIP No. September 15, 20 . 2007 Principal Amount: UNITED STATES OF AMERICA STATE OF NEBRASKA COUNTY OF WASHINGTON GENERAL OBLIGATION VARIOUS PURPOSE BOND OF THE CITY OF BLAIR, NEBRASKA SERIES 2007 Dollars ($ ) KNOW ALL PERSONS BY THESE PRESENTS: That the City of Blair, in the County of Washington, in the State of Nebraska, hereby acknowledges itself to owe and for value received promises to pay 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, whichever is later, at the rate per annum specified above, payable semiannually on March 15 and September 15 of each year, commencing March 15, 2008 (each of said dates an "Interest Payment Date "). Said interest shall be computed on the basis of a 360 -day year consisting of twelve 30 -day months. The principal hereof and unpaid accrued interest thereon due at maturity or upon redemption prior to maturity are payable upon presentation and surrender of this bond at the office of the City Treasurer, the Paying Agent and Registrar, in Blair, Nebraska. Interest on this bond 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 owner of this bond, as shown on the books of record maintained by the Paying Agent and Registrar, at the close of business on the last business day of the month immediately preceding the month in which the Interest Payment Date occurs, to such owner's registered 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 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. For the prompt payment of this bond, principal and interest, as the same become due, the full faith, credit and resources of said City are hereby irrevocably pledged. This bond is one of an issue of fully registered bonds of the total principal amount of Two Million Eight Hundred Five Thousand Dollars ($2,805,000), of even date and like tenor except as to date of maturity, rate of interest and denomination which were issued by the City for the purpose of paying the costs of improving streets and alleys, intersections and areas formed by the crossing of streets, avenues or alleys and streets adjacent to real estate owned by the City in Paving /Street Improvement District Nos. 186, 187, 188 and 189; paying the cost of water improvements in Water Extension District Nos. 45, 46 and 47; paying the costs of sewer improvements in Sanitary Sewer Extension District Nos. 68, 69 and 70, paying the costs of sidewalk improvements in Sidewalk District Nos. 2005 -1, 2005 -2 and 2005 -3 and paying the costs of storm sewer improvements in Storm Water Sewer District No. 1, all in strict compliance with Sections 16- 623,16- 626,16- 672.11,18 -1801, 18- 1802,19 -2405 and 19 -2419, R.R.S. Neb. 1997, as amended. The issuance of said bonds 9 has been authorized by proceedings duly had and an ordinance legally passed, approved and published by the Mayor and Council of said City. Bonds of this issue maturing September 15, 2013 and thereafter are subject to redemption at the option of the City, in whole or in part, at any time on or after the fifth anniversary of the date of original issue thereof, at par plus interest accrued on the principal amount redeemed to the date fixed for redemption. The Bonds due as term bonds in the year 2027 are required to be redeemed prior to their stated maturity, commencing on September 15, 2023, and continuing on September 15 of each year thereafter, which redemptions shall be in the years and for the principal amounts set forth below: Year of Redemption Amount Required to be Redeemed 2023 $155,000 2024 165,000 2025 175,000 2026 180,000 2027 (final maturity) 190,000 Such mandatory redemptions shall be at a price equal to 100% of the principal amount redeemed plus interest accrued on the principal amount being redeemed to the date fixed for redemption. The Paying Agent and Registrar shall select the 2027 Term Bonds for mandatory redemption using any random method of selection deemed appropriate by the Paying Agent and Registrar. Notice of redemption shall be given by mail to the registered owner of any bond to be redeemed at said registered owner's address in the manner specified in the ordinance authorizing said issue of bonds Individual bonds maybe redeemed in part but only in $5,000 amounts or integral multiples thereof. 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, the 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 due hereunder and for all purposes and shall not be affected by any notice to the contrary, whether this bond be overdue or not. If the date for payment of the principal of or interest on this bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the City of Blair, Nebraska, are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such day shall have the same force and effect as if made on the nominal date of payment. IT IS HEREBY CERTIFIED AND WARRANTED that all conditions, acts and things required by law to exist or to be done precedent to and in the issuance of this bond did exist, did happen and were done and performed in regular and due form and time as required by law and that the indebtedness of said City, including this bond, does not exceed any limitation imposed by law. The special assessments levied upon real estate specially benefited by the improvements in said improvement districts are valid liens on the lots and tracts of land upon which they have been or shall be levied and when collected shall be set aside and constitute a sinking fund for the payment of the principal and interest of this bond and the bonds of this issue; the City agrees that it will levy and collect said special assessments and, in addition thereto, will cause to be levied and collected annually a tax by valuation on all the taxable property in the City, in addition to all other taxes, 10 sufficient in rate and amount to fully pay the principal and interest of this bond and the other bonds of this issue as the same become due. 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 OR A NOMINEE, TRANSFEREE OR ASSIGNEE OF DTC OF THIS BOND MAY NOT RELY UPON THE PRINCIPAL AMOUNT INDICAI ED 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 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 bond shall not be valid and binding on the City until authenticated by the Paying Agent and Registrar. 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 with the facsimile signatures of the Mayor and the City Clerk and by causing the official seal of the City to be imprinted hereon or affixed hereto, all as of the date of original issue specified above. ATTEST: City Clerk (SEAL) 11 CITY OF BLAIR, NEBRASKA Mayor CERTIFICATE OF AUTHENTICATION AND REGISTRATION This bond is one of the series designated therein and has been registered to the owner named in said bond 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 bonds. For value received hereby sells, assigns and transfers unto (Social Security or Taxpayer I.D. No. ) 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. Signature Guaranteed By Authorized Officer(s) (Form of Assignment) Dated: Registered Owner(s) Note: The signature(s) on this assignment MUST CORRESPOND with the name(s) 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. 12 City Treasurer, Paying Agent and Registrar for the City of Blair, Nebraska Section 13. Each of the Series 2007 Bonds 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 Series 2007 Bonds shall be issued initially as "book- entry- only" bonds under 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 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 a blanket letter, including any such letter previously executed and delivered), for and on behalf of the City, which shall thereafter govern matters with respect to registration, transfer, payment and redemption of the Series 2007 Bonds. With respect to the issuance of the Series 2007 Bonds as "book -entry- 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 fmancial institution for which the Depository holds Series 2007 Bonds as securities depository (each, a "Bond Participant ") or to any person who is an actual purchaser of a Series 2007 Bond from a Bond Participant while the Series 2007 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 Series 2007 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 Series 2007 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 Series 2007 Bonds. The Paying Agent and Registrar shall make payments with respect to the Series 2007 Bonds 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 Series 2007 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 or unwilling to discharge its responsibilities, the Paying Agent and Registrar shall issue, transfer and exchange Series 2007 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 Series 2007 Bonds 13 or (ii) to make available Series 2007 Bonds registered in whatever name or names as the Beneficial Owners transferring or exchanging such Series 2007 Bonds shall designate. (c) If the City determines that it is desirable that certificates representing the Series 2007 Bonds be delivered to the ultimate beneficial owners of the Series 2007 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 Series 2007 Bonds. In such event, the Paying Agent and Registrar shall issue, transfer and exchange bond certificates representing the Series 2007 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 Series 2007 Bond is registered in the name of the Depository or any nominee thereof, all payments with respect to such Series 2007 Bond and all notices with respect to such Series 2007 Bond shall be made and given, respectively, to the Depository as provided in the Letter of Representations. (e) Registered ownership of the Series 2007 Bonds may be transferred on the books of registration maintained by the Paying Agent and Registrar, and the Series 2007 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. (f) In the event of any partial redemption of a Series 2007 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 Series 2007 Bonds issued to the Depository or its nominee shall contain a legend to such effect. If for any reason the Depository is terminated or resigns and is not replaced, the City shall immediately provide a supply of printed bond certificates for issuance upon the transfers from the Depository and 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 certificates upon transfer or partial redemption, 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 Series 2007 Bond shall cease to be such officer before the delivery of such bond (including such 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 14 all purposes the same as if such officer or officers had remained in office until the delivery of such bond. The Series 2007 Bonds shall not be valid and binding on the City until authenticated by the Paying Agent and Registrar. The Series 2007 Bonds shall be delivered to the Paying Agent and Registrar for registration and authentication. Upon execution, registration and authentication of the Series 2007 Bonds, they shall be delivered to the City Treasurer, who is authorized to deliver them to Ameritas Investment Corp., as initial purchaser thereof, upon receipt of 98.625% of the principal amount of the Series 2007 Bonds plus accrued interest thereon, if any, to date of payment for the Series 2007 Bonds. Such purchaser and its agents, representatives 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 Series 2007 Bonds, including without limitation, authorizing the release of the Series 2007 Bonds by the Depository at closing. The officers of the City (or any one of them) are hereby authorized to execute and deliver the Bond Purchase Agreement for and on behalf of the City. Said initial purchaser shall have the right to direct the registration of the Series 2007 Bonds and the denominations thereof within each maturity, subject to the restrictions of this Ordinance. The City Clerk shall make and certify a transcript of the proceedings of the Mayor and Council with respect to the Series 2007 Bonds which shall be delivered to said purchaser. Section 14. The proceeds of the Series 2007 Bonds shall be applied to the payment of costs of construction of the improvements described in Sections 1, 2, 3, 4 and 5 hereof or to the payment of warrant or other indebtedness incurred for the payment of said costs and to pay issuance costs. Accrued interest, if any, received from the sale of the Series 2007 Bonds shall be applied to pay interest falling due on said Series 2007 Bonds on March 15, 2008. Section 15. The special assessments levied and to be levied as described in Sections 1, 2, 3, 4 and 5 of this Ordinance and the interest on said assessments shall constitute a sinking fund for the payment of the principal of and interest on the Series 2007 Bonds. The City agrees that it will levy and collect said special assessments and, in addition thereto, shall cause to be levied and collected annually a special levy of taxes on all the taxable property in the City, in addition to all other taxes, sufficient in rate and amount to make up the 15 deficiency between the amounts collected on said special assessments and the amount required to fully pay the principal of and interest on the Series 2007 Bonds when and as such principal and interest become due. Section 16. The City hereby covenants to the purchasers and holders of the Series 2007 Bonds hereby authorized that it will make no use of the proceeds of said bond issue, including monies held in any sinking fund for the Series 2007 Bonds, which would cause the Series 2007 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(b) 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 (as to taxpayers generally) of interest payable on the Series 2007 Bonds. The City hereby designates the Series 2007 Bonds as its "qualified tax- exempt obligations" pursuant to Section 265(b)(3)(B)(i)(III) of the Code and covenants and warrants that it does not reasonably expect to issue tax- exempt bonds or other tax - exempt interest bearing obligations aggregating in principal amount more than $10,000,000 during calendar 2007, excluding for such purposes any and all "private activity bonds" issued by the City in such year within the meaning of Section 141 of the Code other than "qualified 501(c)(3) bonds" as defined is Section 145 of the Code. Section 17. The City's obligations under this Ordinance with respect to any or all of the Series 2007 Bonds herein authorized shall be fully discharged and satisfied as to any or all of such Series 2007 Bonds and any such Series 2007 Bond shall no longer be deemed to be outstanding hereunder if such Series 2007 Bond has been purchased by the City and canceled or when the 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 (i) sufficient money to make such payment and/or (ii) direct general obligations (including obligations issued or held in book entry form on the books of the Department of Treasury of the United States of America) of or obligations the principal and interest of which are unconditionally guaranteed by the United States of America (herein referred to as "U.S. Government 16 Obligations ") in such amount and bearing interest payable 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 Series 2007 Bond to be paid prior to maturity, the City shall have duly called such bond for redemption and given notice of such redemption as provided by law or made irrevocable provision for the giving of such notice. Any money so deposited with a bank or trust company maybe invested or reinvested in U.S. Government Obligations at the direction of the City, and all interest and income from U.S. Government Obligations in the hands of such bank or trust company in excess of the amount required to pay principal of and interest on the Series 2007 Bonds for which such monies or U.S. Government Obligations were deposited shall be paid over to the City as and when collected. Section 18. In accordance with the requirements of Rule 15c2 -12 (as now existing or as subsequently amended, the "Rule ") promulgated by the Securities and Exchange Commission, the City hereby agrees that it will provide the following continuing disclosure information: (a) to each nationally recognized municipal securities information repository (a "NRMSIR ") and to the Underwriter, the City shall provide annual financial and operating information generally consistent with the information set forth under the heading "SUMMARY FINANCIAL STATEMENT" in the Official Statement for said bonds and the City's audited financial statements; such information is expected to be available not later than seven months after the end of each fiscal year for the City; audited financial information shall be provided in accordance with generally accepted accounting principles. (b) in a timely manner to each NRMSIR or to the Municipal Securities Rulemaking Board ( "MSRB ") (as and to the extent required by the Rule), notice of the occurrence of any of the following events with respect to the Series 2007 Bonds, if in the judgment of the City, such event is material: (1) principal and interest payment delinquencies; (2) non - payment related defaults; (3) unscheduled draws on debt service reserves reflecting fmancial difficulties (there are no debt service reserves established for the Series 2007 Bonds under the terms of this ordinance); (4) unscheduled draws on credit enhancements reflecting fmancial difficulties (there is no credit enhancement on the Series 2007 Bonds); 17 (5) substitution of credit or liquidity providers, or their failure to perform (not applicable to the Series 2007 Bonds); (6) adverse tax opinions or events affecting the tax - exempt status of the Series 2007 Bonds; (7) modifications to rights of the Bondholder; (8) bond calls; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Series 2007 Bonds; and (11) rating changes (the Series 2007 Bonds are not rated and no rating for the Series 2007 Bonds is expected to be requested). The City has not undertaken to provide notice of the occurrence of any other material event, except the events listed above. (c) in a timely manner to each NRMSIR or to the MSRB (as and to the extent required by the Rule) notice of any failure on the part of the City to provide required annual fmancial information not later than seven months from the close of the City's fiscal year. Any filing with respect to this ordinance maybe made solely by transmitting such filing to the Texas Municipal Advisory Council (the "MAC ") as provided at http: / /www.disclosureusa.org unless the United States Securities and Exchange Commission has withdrawn the interpretive advice in its letter to the MAC dated September 7, 2004. 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, to the extent necessary or appropriate in the judgment of the City, consistent with the Rule. The City hereby agrees that such covenants are for the benefit of the registered owners of the Series 2007 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 this ordinance. The continuing disclosure obligations of the City under this ordinance, as described above, shall cease when none of the Series 2007 Bonds remain outstanding. Section 19. The Preliminary Official Statement for the Series 2007 Bonds is hereby approved and the Mayor and City Clerk are hereby authorized to approve on behalf of the City a final Official Statement with any changes deemed appropriate by them. 18 Section 20. This Ordinance is hereby determined to be a measure necessary to carry out the City's contractual obligations on warrants issued to pay costs of the improvements described in this Ordinance and this Ordinance shall be in force and take effect from and after its passage and publication in pamphlet form as provided by law. PASSED AND APPROVED this 22 day of 24-f l 4- , 2007. (SEAL) City Clerk ( \Mayor 19