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2190ORDINANCE NO. '2 t Cj o AN ORDINANCE AUTHORIZING THE ISSUANCE OF SEWER SYSTEM REVENUE BONDS, SERIES 2010, OF THE CITY OF BLAIR, NEBRASKA, IN THE AGGREGATE PRINCIPAL AMOUNT OF ONE MILLION SIX HUNDRED FORTY -FIVE THOUSAND DOLLARS ($1,645,000) FOR THE PURPOSE OF PROVIDING FOR THE PAYMENT AND REDEMPTION OF THE CITY'S OUTSTANDING SEWER REVENUE BOND ANTICIPATION NOTES, SERIES 2007, IN THE PRINCIPAL AMOUNT OF $1,455,000; DIRECTING THE APPLICATION OF THE PROCEEDS OF SAID BONDS; PRESCRIBING THE FORM, TERMS AND DETAILS OF SAID BONDS; PLEDGING AND HYPOTHECATING THE REVENUES AND EARNINGS OF THE SEWAGE DISPOSAL PLANT AND SANITARY SEWER SYSTEM OF SAID CITY FOR THE PAYMENT OF SAID BONDS AND INTEREST THEREON; PROVIDING FOR THE COLLECTION, SEGREGATION AND APPLICATION OF THE REVENUES OF SAID SEWAGE DISPOSAL PLANT AND SANITARY SEWER SYSTEM; ENTERING INTO A CONTRACT ON BEHALF OF THE CITY WITH THE HOLDERS OF SAID BONDS; AND PROVIDING FOR PUBLICATION OF THIS ORDINANCE IN PAMPHLET FORM. BE IT ORDAINED by the Mayor and Council of the City of Blair, Nebraska, as follows: Section 1. The Mayor and City Council of the City of Blair, Nebraska (the "City ") hereby find and determine: (a) The City owns and operates a sewage disposal plant and sanitary sewer system which constitutes a revenue producing facility and undertaking within the meaning of such term as set forth in Sections 18 -1803 to 18 -1805 R.R.S. Neb. 2007; that said plant and system together with all additions and improvements thereto hereafter acquired or constructed are herein referred to as the "Sewer System "; (b) The City has heretofore issued and outstanding the following revenue bonds which are a lien upon and secured by a pledge of the revenue and earnings of the Sewer System: Sewer System Revenue Refunding Bonds, Series 2004, Date of Original Issue - December 15, 2004, issued pursuant to Ordinance No. 2017 of the City, of which $625,000 in principal amount are presently outstanding (the "Series 2004 Bonds "); Sewer System Revenue Bond Anticipation Notes, Series 2007, Date of Original Issue - July 30, 2007, of which $1,455,000 are outstanding (the "Series 2007 Notes "); The Series 2004 Bonds and the Series 2007 Notes represent the only indebtedness of the City for which the revenues and earnings of the Sewer System have been pledged. (c) The City determined that it was necessary and advisable for the City to construct certain improvements to the Sewer System. The City has constructed said improvements which include the costs of replacement of an existing sludge pump, installation of a new lift pump, replacement of the aeration equipment with a new air diffuser system, replacement of the existing air pumps, construction of a new sanitary sewer main and the lining of a sewer main. The Series 2007 Notes provided interim financing for a portion of the improvements and the total cost of said improvements requiring permanent funding (including related expenses for bond issuance) is not less than $1,645,000; and to fund such costs (including redemption of the Series 2007 Notes on August 17, 2010), it is hereby determined appropriate to issue revenue bonds payable from the revenues of the Sewer System in such amount; (d) Under the terms of Section 13 of Ordinance No. 2017, the City is authorized to issue bonds which qualify as "Additional Bonds" of equal lien to the Series 2004 Bonds, provided that the "Net Revenues Test" described in Section 13(b)(1) of Ordinance 2017 can be satisfied. With respect to said conditions, the following determinations are hereby made: 1) The "Net Revenues" of the Sewer System as defined in Ordinance 2017, as shown in the City's audit report as conducted by independent certified public accountants for the fiscal year ended September 30, 2009, were not less than $355,000. 2) The "Average Annual Debt Service Requirements" of the Series 2004 Bonds and the proposed Series 2010 Bonds are not more than $280,000; 3) Said "Net Revenues" exceed 1.25 times said "Average Annual Debt Service Requirements" of the Series 2004 Bonds and of the proposed Series 2010 Bonds and this Ordinance provides for additional deposits to be made to the Bond Payment Account sufficient to pay when due the principal and interest of the proposed Series 2010 Bonds. 4) All conditions required by Section 13 of Ordinance No. 2017 precedent to the issuance of the Series 2010 Bonds as "Additional Bonds" of equal priority and on a parity with the Series 2004 Bonds do exist and have happened. (e) To satisfy the funding requirements described in this Section 1, including funding of appropriate reserves and payment of issuance costs, it is necessary for the City to issue its Sewer System Revenue Bonds, Series 2010, in the total principal amount of $1,645,000 pursuant to Sections 18 -1803 to 18 -1805 R.R.S. Neb. 2007. All conditions, acts and things required by law to exist or to be done precedent to the issuance of the City's Sewer System Revenue Bonds in the principal amount of $1,645,000, do exist and have been done and performed in regular and due time and form as required by law. Said bonds shall be payable from the revenues of the Sewer System. Section 2. In addition to the definitions provided in parentheses elsewhere in this Ordinance, the following definitions of terms shall apply, unless the context shall clearly indicate otherwise: (a) the term "Additional Bonds" shall mean any and all bonds hereafter issued by the City pursuant to the terms of this Ordinance which are equal in lien to the Series 2010 Bonds and the Series 2004 Bonds, including any such bonds issued pursuant to Section 13 and refunding bonds issued pursuant to Section 14. 2 (b) the term "Average Annual Debt Service Requirements" shall mean that number computed by adding all of the principal and interest due when computed to the absolute maturity of the bonds for which such computation is required and dividing by the number of years remaining that the longest bond of any issue for which such computation is required has to run to maturity. In making such computation, the principal of any bonds for which mandatory redemptions are scheduled shall be treated as maturing in accordance with such schedule of mandatory redemptions. (c) the term "Deposit Securities" shall mean obligations of the United States of America, direct or unconditionally guaranteed, including any such obligations issued in book entry form. (d) the term "Net Revenues" shall mean the gross revenues derived by the City from the ownership or operation of the Sewer System, including investment income, but not including any income from sale or disposition of any property belonging to or forming a part of the Sewer System, less the ordinary expenses for operating and maintaining the Sewer System payable from the Operation and Maintenance Account described in Section 11 of this Ordinance. Operation and Maintenance expenses for purposes of determining "Net Revenues" shall not include depreciation, amortization of financing expenses or interest on any bonds or other indebtedness. Net Revenues for all purposes of this Ordinance shall be shown by an audit for the fiscal year in question as conducted by an independent certified public accountant or firm of such accountants, provided, however, that in the case of issuance of Additional Bonds, for that period from the end of each fiscal year until the financial statements reported on by the City's accountants are available, Net Revenues shall either (i) be based upon the most recent fiscal year for which there are financial statements which have been reported on by such accountants so long as the unaudited financial information for the then most recently completed fiscal year as certified by the City Treasurer would not result in a contrary determination, if such unaudited financial information were deemed the completed and reported on results or (ii) based upon a report of the City's accountants that the completed and reported on results will not be less than such amount as such accountants shall confirm. (e) the term "Paying Agent and Registrar" shall mean the Treasurer of the City of Blair, Nebraska, as appointed to act as paying agent and registrar for the Series 2010 Bonds pursuant to Section 4 hereof, or any successor thereto. (f) the term "Revenues" shall mean all of the rates, rentals, fees and charges, earnings and other monies, including investment income, from any source derived by the City of Blair, Nebraska, through its ownership and operation of the Sewer System. Section 3. For the purposes described in Section 1 of this Ordinance, there shall be and there are hereby ordered issued negotiable bonds of the City of Blair, Nebraska, to be designated as "Sewer System Revenue Bonds, Series 2010" (the "Series 2010 Bonds ") in the aggregate principal amount of One Million Six Hundred Forty-five Thousand Dollars ($1,645,000), with said bonds bearing interest at the rates per annum and to become due on October 1 of the year as indicated below: 3 Maturing on Amount of Interest Rate October 1 of Year Principal Maturing Per Annum 2017 $ 10,000 2.70% 2018 105,000 2.90 2019 90,000 3.10 2020 95,000 3.30 2021 100,000 3.45 2022 100,000 3.60 2023 105,000 3.75 2024 110,000 3.90 2025 115,000 4.00 2030* 815,000 4.35 *Term Bonds The Series 2010 Bonds due as term bonds on October 1, 2030 are sometimes referred to herein as the "Term Bonds." The Series 2010 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 2010 Bonds shall be the date of delivery thereof. Interest on the Series 2010 Bonds, at the respective rates for each maturity, shall be payable semiannually on April 1 and October 1 of each year commencing April 1, 2011 (each an "Interest Payment Date "), and the Series 2010 Bonds shall bear such interest from the date of original issue or the most recent Interest Payment Date, whichever is later. Interest shall be computed on the basis of a 360 -day year consisting of twelve 30 -day months. The interest due on each Interest Payment Date shall be payable to the registered owners of record as of the fifteenth day of the calendar month immediately preceding the calendar month in which the Interest Payment Date occurs (the "Record Date "), subject to the provisions of Section 5 hereof. The Series 2010 Bonds shall be numbered from 1 upwards in the order of their issuance. No Series 2010 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 2010 Bonds issued shall be as designated by the City Treasurer as directed by the initial purchaser thereof. Payments of interest due on the Series 2010 Bonds prior to maturity or earlier redemption shall be made by the Paying Agent and Registrar as designated pursuant to Section 4 hereof, by mailing a check or draft in the amount due for such interest on each Interest Payment Date to the registered owner of each Series 2010 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 4 hereof. Payments of principal due at maturity or at any date fixed for redemption prior to maturity 4 together with any unpaid interest accrued thereon shall be made by said Paying Agent and Registrar to the registered owners upon presentation and surrender of the Series 2010 Bonds to the Paying Agent and Registrar. The City and the Paying Agent and Registrar may treat the registered owner of any Series 2010 Bond as the absolute owner of such Series 2010 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 2010 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 Series 2010 Bond in accordance with the terms of this Ordinance shall be valid and effectual and shall be a discharge of the City and the Paying Agent and Registrar, in respect of the liability upon the Series 2010 Bonds or claims for interest to the extent of the sum or sums so paid. Section 4. The City Treasurer is hereby designated as the Paying Agent and Registrar for the Series 2010 Bonds provided that the City reserves the right to designate a bank or trust company to serve in such capacity and upon such agreed terms as shall be determined by the Mayor and Council. The Paying Agent and Registrar shall keep and maintain for the City books for the registration and transfer of the Series 2010 Bonds at the City offices. The names and registered addresses of the registered owner or owners of the Series 2010 Bonds shall at all times be recorded in such books. Any Series 2010 Bond may be transferred pursuant to its provisions at the office of said Paying Agent and Registrar by surrender of such bond 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 2010 Bond or Series 2010 Bonds of the same interest rate, aggregate principal amount and maturity. To the extent of the denominations authorized for the Series 2010 Bonds by this Ordinance, one Series 2010 Bond may be transferred for several such Series 2010 Bonds of the same interest rate and maturity, and for a like aggregate principal amount, and several such Series 2010 Bonds may be transferred for one or several such Series 2010 Bonds, respectively, of the same interest rate and maturity and for a like aggregate principal amount. In every case of transfer of a Series 2010 Bond, the surrendered Series 2010 Bond or Series 2010 5 Bonds shall be canceled and destroyed. All Series 2010 Bonds issued upon transfer of the Series 2010 Bonds so surrendered shall be valid obligations of the City evidencing the same obligations as the Series 2010 Bonds surrendered and shall be entitled to all the benefits and protection of this Ordinance to the same extent as the Series 2010 Bonds upon transfer of which they were delivered. The City and said Paying Agent and Registrar shall not be required to transfer any Series 2010 Bond during any period from any Record Date until its immediately following Interest Payment Date or to transfer any Series 2010 Bond called for redemption for a period of 30 days next preceding the date fixed for redemption. Section 5. In the event that payments of interest due on the Series 2010 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 2010 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 6. The Series 2010 Bonds maturing on or after October 1, 2015, 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, or at any time thereafter, at the principal amount thereof together with accrued interest on the principal amount redeemed to the date fixed for redemption. Such optional redemption shall be made from time to time as shall be directed by the Mayor and Council of the City. The City may select the Series 2010 Bonds for optional redemption in its sole discretion. The Term Bonds are required to be redeemed prior to their stated maturity, commencing on October 1, 2026, and continuing on October 1 of each year thereafter, in part, from monies required to be deposited by the City into the Bond Payment Account for such mandatory redemption, which redemptions shall be in the years and for the principal amounts set forth below: Year of Redemption Amount Required to be Redeemed 2026 $120,000 2027 125,000 2028 130,000 2029 135,000 2030 (final maturity) 305,000 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. 6 The Paying Agent and Registrar shall select the Term Bonds for mandatory redemption using any random method of selection deemed appropriate by the Paying Agent and Registrar. The Series 2010 Bonds shall be redeemed only in amounts of $5,000 or integral multiples thereof. Any Series 2010 Bond redeemed in part only shall be surrendered to said Paying Agent and Registrar in exchange for a new Series 2010 Bond evidencing the unredeemed principal thereof. Notice of redemption of any Series 2010 Bond called for redemption shall be given, at the direction of the City in the case of optional redemptions and without further direction in the case of mandatory redemptions, by said Paying Agent and Registrar by mail not less than 30 days prior to the date fixed for redemption, first class, postage prepaid, sent to the registered owner of such Series 2010 Bond at said owner's registered address. Such notice shall designate the Series 2010 Bond or Series 2010 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 2010 Bond or Series 2010 Bonds are to be presented for prepayment at the office of said Paying Agent and Registrar. In case of any Series 2010 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 Series 2010 Bond shall affect the sufficiency of the proceedings of the City designating the Series 2010 Bonds called for redemption or the effectiveness of such call for Series 2010 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 2010 Bond for which defective notice has been given. Section 7. If the date for payment of the principal of or interest on the Series 2010 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 8. The Series 2010 Bonds shall be in substantially the following form: 7 Interest Rate Maturity Date Registered Owner: Principal Amount: October 1, UNITED STATES OF AMERICA STATE OF NEBRASKA COUNTY OF WASHINGTON CITY OF BLAIR SEWER SYSTEM REVENUE BOND SERIES 2010 No. $ 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, but only from the special sources hereinafter described, to the registered owner specified above, or registered assigns, the principal amount specified above in lawful money of the United States of America on the date of maturity specified above with interest thereon to maturity (or earlier redemption) from the date of original issue or most recent Interest Payment Date, whichever is later, at the rate per annum specified above, payable semiannually on April 1 and October 1 of each year commencing April 1, 2011 (each, an "Interest Payment Date "). Such interest shall be computed on the basis of a 360 -day year consisting of twelve 30 day months. The principal of this bond together with interest thereon unpaid and accrued at maturity (or earlier redemption) is payable upon presentation and surrender of this bond at the office of the Treasurer of the City of Blair, Nebraska, as 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 fifteenth day of the month immediately preceding the month in which the Interest Payment Date occurs, to such owner's address as shown on such books and records. Any interest not so timely paid shall cease to be payable to the person entitled thereto as of the record date such interest was payable, and shall be payable to the person who is the registered owner of this 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. This bond is one of an issue of fully registered bonds of the total principal amount of One Million Six Hundred Forty -five Thousand Dollars ($1,645,000) of even date and like tenor, except as of the date of maturity, rate of interest and denomination, (the "Series 2010 Bonds ") which were issued by the City for the purpose of paying the costs of constructing additions to and improving, extending and equipping the sanitary sewer system and sewage disposal plant of the City of Blair, Nebraska, and is issued pursuant to the terms of an ordinance (the "Ordinance ") passed and approved by the Mayor and Council of said City in accordance with and under the provisions of Sections 18 -1803 to 18 -1805, R.R.S. Neb. 2007. Any or all of the bonds of said issue maturing on or after October 1, 2015, are subject to redemption at the option of the City, in whole or in part, on or after the fifth anniversary of the date of original issue thereof, or at any time thereafter, at par together with accrued interest on the principal amount redeemed to the date fixed for redemption. Such optional redemption shall be made from time to 8 Date of Original Issue CUSIP NUMBER time as shall be directed by the Mayor and Council of the City. The City may select the Series 2010 Bonds for optional redemption in its sole discretion. The Series 2010 Bonds maturing on October 1, 2030 (the "Term Bonds ") are required to be redeemed prior to their stated maturity, commencing on October 1, 2026, and continuing on October 1 of each year thereafter, in part, which redemptions shall be in the years and for the principal amounts set forth below: Year of Redemption Amount Required to be Redeemed 2026 $120,000 2027 125,000 2028 130,000 2029 135,000 2030 (final maturity) 305,000 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 Term Bonds for mandatory redemption using any random method of selection deemed appropriate by the Paying Agent and Registrar. Notice of any redemption shall be given by mail, sent to the registered owner of any bond called for redemption at said registered owner's address in the manner provided in the resolution authorizing said bonds. Individual bonds may be 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, 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 other purposes and shall not be affected by any notice to the contrary, whether this bond be overdue or not. If the day for payment of the principal of or interest on this bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the City of Blair, Nebraska, are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the nominal date of payment. The revenues and earnings of the wastewater treatment plant and sanitary sewer system of the City of Blair, Nebraska, including all improvements and additions thereto hereafter constructed or acquired, (the "Sewer System ") are pledged and hypothecated by the City for the payment of this bond and the other Series 2010 Bonds and for the payment of the City's Sewer System Revenue Refunding Bonds, Series 2004, outstanding in the principal amount of $625,000, and any additional bonds of equal priority issued in accordance with the terms of the Ordinance. The Series 2010 Bonds are a lien only upon said revenues and earnings and are not general obligations of the City of Blair, Nebraska. The Ordinance sets forth the covenants and obligations of the City with respect to the Sewer System and the applications of the revenues and earnings thereof, which revenues and earnings under the terms of the Ordinance are required to be deposited to the "Blair Sewer System Fund" (as maintained in the Ordinance) and disbursed to pay costs of operation and maintenance of the Sewer System, make payments of principal and interest on the Series 2010 Bonds, the Series 2004 Bonds and any additional bonds of equal priority with the Series 2010 Bonds and Series 2004 Bonds and other payments as specified in the Ordinance. The Ordinance also designates the terms and conditions under which additional bonds of equal priority with the Series 2010 Bonds and the Series 2004 Bonds may be issued. The Ordinance 9 also designates the terms and conditions upon which this bond shall cease to be entitled to any lien, benefit or security under such Ordinance and all covenants, agreements and obligations of the City under the Ordinance may be discharged and satisfied at or prior to the maturity or redemption of this bond if monies or certain specified securities shall have been deposited with a trustee bank. In the Ordinance the City also reserves the right to issue bonds or notes junior in lien to Series 2010 Bonds, the Series 2004 Bonds and additional bonds of equal priority to the Series 2010 Bonds and the Series 2004 Bonds, the principal and interest of which shall be payable from monies in the "Surplus Account" of the Blair Sewer System Fund as described in the Ordinance. IT IS HEREBY CERTIED 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 provided by law. 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 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 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 City Clerk of the City, all as of the Date of Original Issue shown above. ATTEST: (facsimile signature) City Clerk 10 CITY OF BLAIR, NEBRASKA (facsimile signature) 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. (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: City Treasurer, Paying Agent and Registrar for the City of Blair, Nebraska Registered Owner Signature Guaranteed By Authorized Officer 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. 11 Section 9. Each of the Series 2010 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 2010 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 of the City 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 2010 Bonds. With respect to the issuance of the Series 2010 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 financial institution for which the Depository holds Series 2010 Bonds as securities depository (each, a "Bond Participant ") or to any person who is an actual purchaser of a Series 2010 Bond from a Bond Participant while the Series 2010 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 2010 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 2010 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 2010 Bonds. The Paying Agent and Registrar shall make payments with respect to the Series 2010 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 2010 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 2010 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 2010 Bonds or (ii) to make available Series 2010 Bonds registered in whatever name or 12 names as the Beneficial Owners transferring or exchanging such Series 2010 Bonds shall designate. (c) If the City determines that it is desirable that certificates representing the Series 2010 Bonds be delivered to the ultimate beneficial owners of the Series 2010 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 2010 Bonds. In such event, the Paying Agent and Registrar shall issue, transfer and exchange bond certificates representing the Series 2010 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 2010 Bond is registered in the name of the Depository or any nominee thereof, all payments with respect to such Series 2010 Bond and all notices with respect to such Series 2010 Bond shall be made and given, respectively, to the Depository as provided in the Letter of Representations. (e) Registered ownership of the Series 2010 Bonds may be transferred on the books of registration maintained by the Paying Agent and Registrar, and the Series 2010 Bonds may be delivered in physical form to the following: (i) any successor securities depository or its nominee; (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 2010 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 2010 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, or upon termination by the City of book -entry -only form, 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 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 signatures of its then duly qualified and acting officers. In case any officer whose signature or facsimile thereof shall appear on any Series 2010 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 13 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 the Series 2010 Bond. The Series 2010 Bonds shall not be valid and binding on the City until authenticated by the Paying Agent and Registrar. The Series 2010 Bonds shall be delivered to the Paying Agent and Registrar for registration and authentication. Upon execution, registration, and authentication of the Series 2010 Bonds, they shall be delivered to the City Treasurer, acting on behalf of the City, who is authorized to deliver them to Ameritas Investment Corp., as initial purchaser thereof. The Series 2010 Bonds are hereby sold to said purchaser for the sum of $1,624,437.50, plus accrued interest thereon, if any, to date of payment for the Series 2010 Bonds. Such purchaser and its agents, representatives and counsel (including the City's bond counsel) are hereby authorized to take such actions on behalf of the City as are necessary to effectuate the closing of the issuance and sale of the Series 2010 Bonds, including without limitation, authorizing the release of the Series 2010 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 2010 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 2010 Bonds which shall be delivered to said purchaser. Section 10. Accrued interest, if any, received from the sale of the Series 2010 Bonds shall be applied to pay interest falling due on April 1, 2011, and shall be credited to the Bond Payment Account as described in Section 11 hereof. Expenses of issuance of the Series 2010 Bonds may be paid from the proceeds of the Series 2010 Bonds. $164,500.00 from proceeds of the Series 2010 Bonds shall be deposited to the Debt Service Reserve Account, for credit to the sub - account for the Series 2010 Bonds. The balance of proceeds of the Series 2010 Bonds shall be applied without further direction to the payment on August 17, 2010, of the principal and interest on the Sewer Revenue Bond Anticipation Notes, Series 2007, of the City related to improvements to the Sewer System which are being refinanced by the Series 2010 Bonds, with any remaining funds to be applied to further improvements to the Sewer System. 14 Section 11. The revenues and earnings of the Sewer System are hereby pledged and hypothecated for the payment of the Series 2010 Bonds, the Series 2004 Bonds and any Additional Bonds as authorized by this Ordinance and interest on such Series 2010 Bonds, Series 2004 Bonds and Additional Bonds and the City does hereby agree with the holders of said Series 2010 Bonds, Series 2004 Bonds and Additional Bonds as follows: (a) BLAIR SEWER SYSTEM FUND - The entire gross revenues and income derived from the operation of the Sewer System shall be set aside as collected and deposited in a separate fund previously established and designated as the "Blair Sewer System Fund." For purposes of allocating the monies in the Blair Sewer System Fund, the City shall maintain the following accounts: (1) Operation and Maintenance Account; (2) Bond Payment Account; (3) Debt Service Reserve Account; and (4) Surplus Account. (b) OPERATION AND MAINTENANCE ACCOUNT - Out of the Blair Sewer System Fund there shall be monthly credited into the Operation and Maintenance Account such amounts as the City shall from time to time determine to be necessary to pay the reasonable and necessary expenses of operating and maintaining the Sewer System and the City may withdraw funds credited to the Operation and Maintenance Account as necessary from time to time to pay such expenses. (c) BOND PAYMENT ACCOUNT - Out of the Blair Sewer System Fund there shall be credited monthly on or before the fifteenth day of each month to the Bond Payment Account, starting with the month of September 2010, the following amounts: (1) Beginning September 15, 2010, and continuing for the period from September 15, 2010 through and including March 15, 2011, an amount equal to 1 /7th of the next maturing interest payment on the Series 2010 Bonds; (2) Beginning April 15, 2011, and continuing for the period from April15, 2011 so long as the Series 2010 Bonds remain outstanding, an amount equal to 1/6th of the next maturing semiannual interest payment on the Series 2010 Bonds; (3) Beginning October 15, 2016 and continuing so long as the Series 2010 Bonds remain outstanding, an amount equal to 1 /12th of the next maturing principal payment (whether by stated maturity or by mandatory redemption) on the Series 2010 Bonds; and (4) during such periods, such amounts as are required to be credited under the terms of Ordinance No. 2017, for payments of principal and interest on the Series 2004 Bonds. The City Treasurer is hereby authorized and directed, without further authorization, to withdraw monies credited to the Bond Payment Account, or if the monies in such Account are insufficient, then from the Debt Service Reserve Account (but only from the designated sub - account for the specific issue) and next from the Surplus Account, an amount sufficient to pay, when due, the principal of and interest on the Series 2010 Bonds, the Series 2004 Bonds or any Additional Bonds and to transfer such amounts due 15 to the Paying Agent and Registrar (or other paying agent for Additional Bonds), at least five (5) business days before each principal and interest payment date. Upon the issuance of any Additional Bonds pursuant to this Ordinance, appropriate additional credits to the Bond Payment Account shall be provided for sufficient to pay principal and interest on said Additional Bonds. (d) DEBT SERVICE RESERVE ACCOUNT - The City agrees that it shall deposit from the proceeds of the Series 2010 Bonds the amount specified in Section 10 of this Ordinance as the amount required to be maintained attributable to the Series 2010 Bonds in a separate sub - account which is hereby established for the Series 2010 Bonds in the Debt Service Reserve Account and such specified amount shall constitute the required reserve amount for such sub - account. Monies credited to the Debt Service Reserve Account may be withdrawn, but only from the designated sub - account for a specific issue, as needed, to provide funds to pay, when due, the principal of and interest on the Series 2010 Bonds, the Series 2004 Bonds and any Additional Bonds issued pursuant to this Ordinance, as the case may be, if the Bond Payment Account contains insufficient funds for that purpose, and the City Treasurer is hereby authorized and directed to make such withdrawal if and when needed. In the event of a withdrawal from the Debt Service Reserve Account, there shall be credited to the Debt Service Reserve Account in the month following such withdrawal all monies in the Blair Sewer System Fund remaining after making the payments required to be made in such month to the Operation and Maintenance Account and Bond Payment Account and each month thereafter all such remaining monies shall be credited to the Debt Service Reserve Account until such account has been restored to the required balance. Upon the issuance of any Additional Bonds, the amount required to be accumulated and maintained in the Debt Service Reserve Account, in a separate sub - account for each such issue of Additional Bonds, shall be set at an amount equal to the Average Annual Debt Service Requirements on the proposed issue of Additional Bonds or such greater or lesser amount (which may be $ -0 -), if any as determined appropriate by the Mayor and Council in connection with any such issue of Additional Bonds. Any such required increase shall be provided for either by credit made from bond proceeds or current funds of the Sewer System then available or by equal monthly credits from the Blair Sewer System Fund made in such amounts so that the required amount shall be accumulated in a period of not more than five years. Each sub - account in the Debt Service Reserve Account shall be held solely for the specific issue for which it is established. In the event of withdrawal from any such sub - account which results in the amount in such sub - account being deficient to meet the required balance, available amounts for restoring sub - account balances shall be credited to each deficient sub - account on a pro rata basis in accordance with the respective outstanding principal amounts for those issues for which the respective sub - accounts are then deficient. When the Series 2010 Bonds, the Series 2004 Bonds or any issue of Additional Bonds for which a sub - account has been established is no longer outstanding, the particular sub - account for such issue shall no longer be required to be maintained. Anything in this subsection 11(d) to the contrary notwithstanding, the amount required to be maintained in the Debt Service Reserve Account with respect to the Series 2010 Bonds, the Series 2004 Bonds or any issue of Additional Bonds shall not at any time exceed the maximum amount permitted to be invested without yield restriction under Sections 103(b) and 148 of the Internal Revenue Code of 1986, as amended, and applicable regulations of the United States Treasury Department. 16 (e) SURPLUS ACCOUNT - Monies in the Blair Sewer System Fund remaining after the credits required in the foregoing Subsections 11(b), 11(c), and 11(d) shall be credited to the Surplus Account. Monies in the Surplus Account may be used to make up any deficiencies in any of the preceding Accounts, to retire any of the Series 2010 Bonds, the Series 2004 Bonds or any Additional Bonds prior to their maturity, to pay principal of and interest on any junior lien indebtedness incurred with respect to the Sewer System, to provide for replacements or improvements for the Sewer System or to provide for any other lawful purpose of the City (including payments in lieu of taxes or interfund transfers) as directed by the Mayor and City Council. The provisions of this Section shall require the City to maintain a set of books and records in accordance with such accounting methods and procedures as are generally applicable to municipal utility enterprises, which books and records shall show credits to and expenditures from the several Accounts required by this Section. Monies credited to the Blair Sewer System Fund or any of the Accounts therein as established by this Ordinance shall be deposited or invested separate and apart from other City funds. Except as specified below for the Debt Service Reserve Account, the City shall not be required to establish separate bank or investment accounts for the Accounts described in Subsections 11(b), 11(c), 11(d), and 11(e). Monies credited to the Debt Service Reserve Account shall, if maintained in a demand or time deposit account, be kept in a separate account and not commingled with other Sewer System funds or accounts. If invested, monies credited to the Debt Service Reserve Account may be commingled with other Sewer System funds or accounts so long as the City maintains books and records clearly identifying the specific investments, or portions thereof, which belong to the Debt Service Reserve Account and the respective sub - accounts therein. Monies in any of said Accounts except the Debt Service Reserve Account may be invested in investments permissible for a city of the first class. Monies in the Debt Service Reserve Account may be invested in Deposit Securities. Monies invested from the Debt Service Reserve Account shall be invested to mature in not more than five years. Investments held for the Debt Service Reserve Account will be valued at cost for purposes of determining compliance with the requirements of this Ordinance as to the amount required to be maintained in the Debt Service Reserve Account or any sub - account therein. Income from or profit realized from investments for any Account or any sub - account shall be credited to such Account or sub - account until such Account or sub - account contains any amount then required to be therein, and thereafter such income or profit shall be transferred to the Blair Sewer System Fund and treated as other revenues from the operation of the Sewer System. The ordinance authorizing any series 17 of Additional Bonds for which a debt service reserve sub - account is to be established shall establish the terms for investment related to such sub - account. The pledge and hypothecation provided for the Series 2010 Bonds, the Series 2004 Bonds and any Additional Bonds in this Ordinance is intended to constitute and shall provide for a first and prior pledge and lien upon and security interest in the revenues and earnings of the Sewer System superior to any pledge, lien or security interest made or given with respect to any other indebtedness of the City as to its Sewer System and is intended as a full exercise of the powers of the City provided for in Sections 18- 1803 to 18 -1805, R.R.S. Neb. 2007, as now or hereafter amended, with respect to the City's Sewer System and the revenues and earnings thereof. Section 12. So long as any of the Series 2010 Bonds, Series 2004 Bonds and any Additional Bonds issued pursuant to this Ordinance shall remain outstanding and unpaid, the City covenants and agrees to establish, revise, from time to time as necessary, and collect such rates and charges for the service furnished from the Sewer System adequate to produce revenues and earnings sufficient at all times: (a) To provide funds to pay, when due, the principal of and interest on the Series 2010 Bonds, the Series 2004 Bonds and any Additional Bonds issued pursuant to this Ordinance. (b) To pay all proper and necessary costs of operation and maintenance of the Sewer System and to pay for the necessary and proper repairs, replacements, enlargements, extensions and improvements to the Sewer System. (c) To provide funds sufficient to make the credits into the Accounts and at the times and in the amounts required by Section 11 of this Ordinance. (d) To maintain Net Revenues in each fiscal year adopted by the City for the Sewer System in an amount not less than 1.25 times the total amount of principal paid or payable (exclusive of any principal redeemed prior to maturity other than principal redeemed pursuant to a schedule of mandatory redemptions) and interest falling due during such fiscal year on the Series 2010 Bonds, the Series 2004 Bonds and any Additional Bonds. Section 13. To provide funds for any purpose related to the Sewer System, the City may issue Additional Bonds, except for Additional Bonds issued for refunding purposes which are governed by Section 14 of this Ordinance, payable from the revenues of the Sewer System having equal priority and on a parity with the Series 2010 Bonds, the Series 2004 Bonds and any Additional Bonds then outstanding, only upon compliance with the following conditions: 18 (a) Such Additional Bonds shall be issued only pursuant to an ordinance which shall provide for an increase in the monthly credits into the Bond Payment Account in amounts sufficient to pay, when due, the principal of and interest on the Series 2010 Bonds, the Series 2004 Bonds, any Additional Bonds then outstanding and the proposed Additional Bonds and for any monthly credits to the Debt Service Reserve Account as are required under Subsection 11(d). (b) The City shall have complied with one or the other of the two following requirements: 1) The Net Revenues derived by the City from its Sewer System for the fiscal year next preceding the issuance of the Additional Bonds (determined in accordance with the definition of such term set forth in Section 2(d), including, if applicable, a determination made for any period when financial statements have not yet been completed and reported on) shall have been at least equal to 1.25 times the Average Annual Debt Service Requirements of the Series 2010 Bonds, the Series 2004 Bonds and any Additional Bonds, all as then outstanding, and of the proposed Additional Bonds; or 2) The City shall have received a projection made by a consulting engineer or firm of consulting engineers, recognized as having experience and expertise in municipal utility systems, projecting that the Net Revenues of the Sewer System in each of the three full fiscal years after the issuance of such Additional Bonds will be at least equal to 1.25 times the Average Annual Debt Service Requirements of the Series 2010 Bonds, the Series 2004 Bonds and any Additional Bonds, all as then outstanding, and of the proposed Additional Bonds. In making such projection, the consulting engineer shall use as a basis the Net Revenues of the Sewer System during the last fiscal year for which an independent audit has been prepared and shall adjust such Net Revenues as follows: (A) to reflect changes in rates which have gone into effect since the beginning of the year for which the audit was made, (B) to reflect such engineer's estimate of the net increase over or net decrease under the Net Revenues of the Sewer System for the year for which the audit was made by reason of: (i) changes of amounts payable under existing contracts for services; (ii) additional general income from sales to customers under existing rate schedules for various classes of customers or as such schedules may be revised under a program of changes which has been adopted by the Mayor and Council of the City; (iii) projected revisions in costs for labor, wages, salaries, machinery, equipment, supplies and other operational items; (iv) revisions in the amount of service to be supplied and any related administrative or other costs associated with such increases due to increased supply from the acquisition of any new facility; and (v) such other factors affecting the projections of revenues and expenses as the consulting engineer deems reasonable and proper. Annual debt service on any proposed Additional Bonds to be issued may be estimated by the consulting engineer in projecting Average Annual Debt Service 19 Requirements, but no Additional Bonds shall be issued requiring any annual debt service payment in excess of the amount so estimated by the consulting engineer. The City hereby covenants and agrees that so long as any of the Series 2010 Bonds, the Series 2004 Bonds and any Additional Bonds are outstanding, it will not issue any bonds or notes payable from the revenues of the Sewer System except in accordance with the provisions of this Ordinance, provided, however, the City reserves the right to issue bonds or notes which are junior in lien to the Series 2010 Bonds, the Series 2004 Bonds and any such Additional Bonds with the principal and interest of such bonds or notes to be payable from monies credited to the Surplus Account as provided in Subsection 11(e). Section 14. The City may issue refunding bonds which shall qualify as Additional Bonds of equal lien to refund any Series 2010 Bonds, Series 2004 Bonds or Additional Bonds then outstanding, provided, that if any such Series 2010 Bonds, Series 2004 Bonds or Additional Bonds are to remain outstanding after the issuance of such refunding bonds, the principal payments due in any calendar year in which those bonds which are to remain outstanding mature, or in any calendar year prior thereto, shall not be increased over the amount of such principal payments due in such calendar years immediately prior to such refunding. Refunding bonds issued in accordance with this paragraph of this Section 14 may be issued as Additional Bonds of equal lien without compliance with the conditions set forth in Subsection 13 (b) of this Ordinance. The City may also issue refunding bonds which shall qualify as Additional Bonds of equal lien to refund any Series 2010 Bonds, Series 2004 Bonds or Additional Bonds then outstanding provided, that, if any such Series 2010 Bonds, Series 2004 Bonds or Additional Bonds are to remain outstanding after the application of the proceeds of the refunding bonds to the payment of the bonds which are to be refunded, such issuance must comply with the Net Revenues test set forth in Subsection 13(b)(1) of this Ordinance and, if the proceeds of such refunding bonds are not to be applied immediately to the satisfaction of the bonds which are to be refunded, then such refunding bonds must provide by their terms that they shall be junior in lien to all Series 2010 Bonds, Series 2004 Bonds and any Additional Bonds outstanding at the time of issuance of such refunding bonds until the time of application of their proceeds to the satisfaction of the bonds which are to be refunded. In computing Average Annual Debt Service Requirements to 20 show compliance with said Net Revenues test for such refunding bonds, all payments of principal and interest due on such refunding bonds from the time of their issuance to the time of application of the proceeds of such refunding bonds to the satisfaction of the bonds which are to be refunded shall be excluded from such computation to the extent that such principal and interest are payable from sources other than the revenues of the Sewer System (such as bond proceeds held in escrow or investment earnings thereon) or from monies in the Surplus Account, and all payments of principal and interest due on the bonds which are to be refunded from and after the time of such application shall also be excluded. For purposes of this paragraph of this Section 14, the time of application of the proceeds of the refunding bonds to the satisfaction of the bonds which are to be refunded shall be the time of deposit with the paying agent for such bonds which are to be refunded pursuant to Section 10 -126 R.R.S. Neb. 2007 (or any successor statutory provision thereto) or the time when such bonds which are to be refunded under the terms of their authorizing ordinance or ordinances are no longer deemed to be outstanding, whichever occurs sooner. Section 15. So long as any Series 2010 Bonds, Series 2004 Bonds or Additional Bonds are outstanding, the City hereby covenants and agrees as follows: (a) The City will maintain the Sewer System in good condition and will continuously operate the same in a reasonable and efficient manner, and the City will punctually perform all the duties with reference to said system required by the Constitution and statutes of the State of Nebraska, but this covenant shall not prevent the City from discontinuing the use and operation of all or any portion of the Sewer System so long as the revenues derived from the City's ownership of the properties constituting the Sewer System shall be sufficient to fulfill this City's obligations under Sections 11 and 12 of this Ordinance. (b) The City will not grant any franchise or right to any person, firm or corporation to own or operate a utility system or systems in competition with the Sewer System. (c) The City will maintain insurance on the property constituting the Sewer System (other than such portions of the system as are not normally insured) against risks customarily carried by similar utilities, but including fire and extended coverage insurance in an amount which would enable the City to repair, restore or replace the property damaged to the extent necessary to make the Sewer System operable in an efficient and proper manner to carry out the City's obligations under this Ordinance. The Mayor and Council shall annually, after the end of each fiscal year adopted by the City for the Sewer System, examine the amount of insurance carried with respect to the Sewer System and shall evidence approval of such insurance by resolution. The proceeds of any such insurance received by the City shall be used to repair, replace or restore the property damaged or destroyed to the extent necessary to make the Sewer System operable in an 21 efficient and proper manner, and any amount of insurance proceeds not so used shall be credited to the Surplus Account. In the event of any such insured casualty loss, the City may advance funds to make temporary repairs or provide for an advance on costs of the permanent repair, restoration or replacement from the Operation and Maintenance Account and any such advances shall be repaid from insurance proceeds received. (d) The City will keep proper books, records, and accounts separate from all other records and accounts in which complete and correct entries will be made of all transactions relating to the Sewer System. The City will have its operating and financial statements relating to the Sewer System audited annually by a certified public accountant or firm of certified public accountants. The City will furnish to the original purchaser of the Series 2010 Bonds and to the original purchaser or purchasers of each series of Additional Bonds issued hereunder, within six months after the end of each fiscal year of the Sewer System, a copy of the financial statements of the Sewer System and the report thereon of the certified public accountants. (e) The City shall cause each person handling any of the monies in the Blair Sewer System Fund to be bonded by an insurance company licensed to do business in Nebraska in an amount or amounts deemed sufficient by the Mayor and Council to cover the amount of money belonging to said system reasonably expected to be in the possession or control of such person. The amount of such bond or bonds shall be fixed by the Mayor and Council and the costs thereof shall be paid as an operating and maintenance expense from the Operation and Maintenance Account. Section 16. The City's obligations under this Ordinance and the liens, pledges, covenants and agreements of the City herein made or provided for, shall be fully discharged and satisfied as to the Series 2010 Bonds issued pursuant to this Ordinance and any such bonds shall no longer be deemed outstanding hereunder if such bonds shall have been purchased and cancelled by the City, or when payment of the principal of and interest thereon to the respective date of maturity or redemption (a) shall have been made or caused to be made in accordance with the terms thereof, or (b) shall have been provided for by depositing with a national or state bank having trust powers or trust company, in trust solely for such payment, (i) sufficient money to make such payment and /or (ii) Deposit Securities 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 2010 Bond to be paid prior to maturity, the City shall have duly given notice of redemption of such bond as provided by law or made irrevocable provisions for the giving of such notice. Any such money so deposited with a bank or trust company may be invested and reinvested in Deposit Securities and all interest and income from such Deposit Securities in the hands of such bank or trust company, in excess of the amount required to pay principal of and interest on the bonds for which such monies were deposited, shall be paid over to the City as and when collected. 22 Section 17. The terms and provisions of this Ordinance do and shall constitute a contract between the City and the registered owner or owners of the Series 2010 Bonds and no changes, variations or alterations of any kind, except for changes necessary to cure any ambiguity, formal defect or omission, shall be made to this Ordinance without the written consent of the registered owners of two- thirds (2 /3rds) in principal amount of the Series 2010 Bonds then outstanding, provided, however, that neither the principal and interest to be paid upon any Series 2010 Bond nor the maturity date of any Series 2010 Bond shall be changed without the written consent of the registered owners of all such bonds then outstanding. Any registered owner of a Series 2010 Bond may by mandamus or other appropriate action or proceedings at law or in equity in any court of competent jurisdiction enforce and compel performance of this Ordinance and every provision and covenant hereof, including without limiting the generality of the foregoing, the enforcement of the performance of all duties required of the City by this Ordinance and the applicable laws of the State of Nebraska, including in such duties the collecting of revenues of the Sewer System and the segregation and application of such revenues as described in Section 11 of this Ordinance. After any default in payment or other default in performance, the registered owners of the Series 2010 Bonds or any Additional Bonds shall be entitled to the appointment of a receiver for the Sewer System. Any and all actions brought by any registered owner or owners of the Series 2010 Bonds or Additional Bonds shall be maintained for the equal and ratable benefit of all registered owners of the Series 2010 Bonds and Additional Bonds outstanding and no registered owners of any of the Series 2010 Bonds or Additional Bonds shall have any right in any manner whatsoever by any action or proceedings to affect, disturb or prejudice the pledge created by this Ordinance. Section 18. The Mayor and City Clerk and City Treasurer of the City are hereby authorized to do all things and execute all documents as may by them be deemed necessary and proper to complete the issuance and sale of the Series 2010 Bonds contemplated by this Ordinance. The Preliminary Official Statement in the form presented is hereby approved and deemed final as of its date under the terms of Reg. Sec. 240.15c2 -12 of the Rules of the Securities and Exchange Commission and such officers or any one of them are further authorized to approve a final Official Statement on behalf of the City. 23 Section 19. If any section, paragraph, clause or provision of this Ordinance shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the other provisions of this Ordinance. Section 20. 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 the Municipal Securities Rulemaking Board (the "MSRB ") and to the Underwriter, the City shall provide information generally consistent with the information set forth in the Management's Discussion and Analysis contained in its audited financial statements, and its 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. Governmental and business -type activities in the government -wide financial statements and the proprietary and fiduciary fund financial statements are to be presented on the accrual basis of accounting and the governmental funds financial statements are presented on the modified accrual basis of accounting in conformity with generally accepted accounting principles, subject to the City's discretion to change accounting methods as and to the extent that it deems appropriate from time to time. (b) in a timely manner to the MSRB, notice of the occurrence of any of the following events with respect to the Series 2010 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 financial difficulties, (4) unscheduled draws on credit enhancements reflecting financial difficulties (there is no credit enhancement on the Series 2010 Bonds), (5) substitution of credit or liquidity providers, or their failure to perform (not applicable to the Series 2010 Bonds), (6) adverse tax opinions or events affecting the tax - exempt status of the Series 2010 Bonds, (7) modifications to rights of the holders of the Series 2010 Bonds, (8) bond calls, (9) defeasances, (10) release, substitution, or sale of property securing repayment of the Series 2010 Bonds, and (11) rating changes (the Series 2010 Bonds are not rated and no rating for the Series 2010 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. 24 (c) in a timely manner 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 financial information not later than seven months after the end of each fiscal year. The City hereby agrees that all information required to be filed with the MSRB under the terms of its continuing disclosure undertaking shall be provided for filing in such 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, 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 2010 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 2010 Bonds remain outstanding. Section 21. The City hereby covenants and agrees that it will make no use of the proceeds of the Series 2010 Bonds which would cause the Series 2010 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 issue. The City hereby covenants and agrees to take all actions necessary under the Code to maintain the tax exempt status of interest on the Series 2010 Bonds for federal income tax purposes under the Code with respect to taxpayers generally. The City further agrees that it will not take any actions which would cause the Series 2010 Bonds to constitute "private activity bonds" within the meaning of Section 141 of the Code. The City hereby designates the Series 2010 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 tax - exempt interest bearing obligations aggregating in principal amount more than $30,000,000 during calendar 2010, 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 in Section 145 of the Code. 25 Section 22. This Ordinance shall be in force and take effect from and after its passage and approval as provided by law and shall be published in pamphlet form. PASSED AND APPROVED this /3 day of e" , 2010. ATTEST: Ci' 'Clerk SEAL 26