2191ORDINANCE NO. 11 q 1
AN ORDINANCE AUTHORIZING THE ISSUANCE OF WATER SYSTEM
REVENUE BONDS, SERIES 2010B OF THE CITY OF BLAIR, NEBRASKA, IN THE
AGGREGATE PRINCIPAL AMOUNT OF SIX MILLION FIVE HUNDRED
THOUSAND DOLLARS ($6,500,000) AND WATER SYSTEM REVENUE BONDS,
SERIES 2010C (TAXABLE INTEREST) IN THE AGGREGATE PRINCIPAL
AMOUNT OF SEVEN HUNDRED SEVENTY THOUSAND DOLLARS ($770,000)
FOR THE PURPOSE OF PAYING THE COSTS OF IMPROVEMENTS TO THE
CITY'S WATERWORKS PLANT AND WATER SYSTEM AND PROVIDING FOR
THE PAYMENT AND REDEMPTION OF CERTAIN OF THE CITY'S
OUTSTANDING WATER SYSTEM REVENUE BOND ANTICIPATION NOTES,
SERIES 2007A; DIRECTING THE APPLICATION OF THE PROCEEDS OF SAID
BONDS; PRESCRIBING THE FORM, TERMS AND DETAILS OF SAID BONDS;
PLEDGING AND HYPOTHECATING THE REVENUE AND EARNINGS OF THE
WATERWORKS PLANT AND WATER 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 WATERWORKS PLANT AND WATER SYSTEM; ENTERING INTO A
CONTRACT ON BEHALF OF THE CITY WITH THE HOLDERS OF SAID BONDS;
PROVIDING THAT INTEREST ON THE SERIES 2010C BONDS SHALL NOT BE
EXCLUDABLE FROM GROSS INCOME FOR FEDERAL INCOME TAX
PURPOSES; PROVIDING FOR NOTICE AND HEARING; AND PROVIDING FOR
PUBLICATION OF THIS ORDINANCE IN PAMPHLET FORM.
BE IT ORDAINED BY THE MAYOR AND THE CITY COUNCIL OF THE CITY OF BLAIR,
NEBRASKA:
Section 1. The Mayor and Council of the City of Blair hereby find and determine:
(a) The City owns and operates a waterworks plant and system (which plant
and system, together with any additions, extensions and improvements thereto hereafter
made are hereinafter referred to as the "Water System ") which represents a revenue -
producing undertaking of the City.
(b) The City has issued and outstanding the following bonds which are a lien
upon and secured by a pledge of the revenue and earnings of the Water System
(collectively, the "Outstanding Bonds "):
(i) Water System Revenue Refunding Bonds, Series 2000, Date of Original
Issue — September 22, 2000, issued pursuant to Ordinance No. 1909 of the City (the
"Series 2000 Ordinance "), in the original principal amount of $3,395,000 (the "Series
2000 Bonds "), of which bonds in the principal amount of $555,000 presently remain
outstanding and unpaid;
(ii) Water System Revenue Bond, Series 2000B, dated September 8, 2000,
issued pursuant to Ordinance No. 1907 of the City (the "Series 2000B Ordinance "), in
the original principal amount of $6,815,700 (the "Series 2000B Bond "), issued to
evidence a loan from the Nebraska Department of Environmental Quality ( "NDEQ ")
of which the remaining balance for principal is $4,374,135.49 (as of June 15, 2010
and based upon the original amortization schedule);
(iii) Water System Revenue Bond, Series 2006, dated May 26, 2006, issued
pursuant to Ordinance No. 2065 of the City (the "Series 2006 Ordinance "), in the
original principal amount of $2,700,000 (the "Series 2006 Bond "), issued to support
payments on bonded indebtedness incurred by the Papio- Missouri River Natural
Resources District, of which the remaining principal balance outstanding is
$1,500,000; and
(iv) Water System Revenue Bond, Series 2010, dated August 12, 2010,
issued pursuant to Ordinance No. 2187 of the City (the "Series 2010 Ordinance "), in
the original drawable principal amount of $2,341,400 (the "Series 2010 Bond "),
issued to evidence a loan from the Nebraska Department of Environmental Quality
( "NDEQ ") as to which funds have not yet been drawn as of the time of passage and
approval of this Ordinance.
The Series 2000 Ordinance, the Series 2000B Ordinance, the Series 2006 Ordinance and
the Series 2010 Ordinance are referred to in this Ordinance collectively as the
"Outstanding Parity Bonds Ordinances ". In addition to the Outstanding Bonds, the City
has issued and outstanding, as indebtedness constituting a junior lien pledge to the
Outstanding Bonds, the following water revenue bond anticipation note indebtedness
(the "Outstanding Notes "):
(i) Water System Revenue Bond Anticipation Notes, Series 2007A, dated
May 3, 2007, issued pursuant to Ordinance No. 2102 of the City, as amended by
Ordinance No. 2109 of the City, and a Designation of Series, Initial Interest Payment
Date, Date of Redemption, Final Interest Rate, Pricing and Maturity Schedule dated
April 16, 2007, (collectively, the "Series 2007A Ordinance ") in the original amount of
$6,500,000 (the "Series 2007A Notes "), issued to pay a portion of the cost of certain
enlargements, expansions and improvements to the existing waterworks plant and
system of the City, of which the remaining principal balance outstanding is
$6,500,000; and
(ii) Water System Revenue Bond Anticipation Notes, Series 2007B, dated
August 15, 2007, issued pursuant to Ordinance No. 2102 of the City, as amended by
Ordinance No. 2109 of the City, and a Designation of Series, Initial Interest Payment
Date, Date of Redemption, Final Interest Rate, Pricing and Maturity Schedule dated
July 23, 2007, (collectively, the "Series 2007B Ordinance ") in the original amount of
$8,000,000 (the "Series 2007B Notes "), issued to pay a portion of the cost of certain
enlargements, expansions and improvements to the existing waterworks plant and
system of the City, of which the remaining principal balance outstanding is
$8,000,000.
The Outstanding Bonds and the Outstanding Notes constitute the only presently
outstanding indebtedness of the City payable from the revenues of the Water System and
for which the revenues of the Water System have been pledged.
(c) As of the present time, it is necessary and advisable for the City to obtain
permanent financing for the $6,500,000 principal amount of Series 2007A Notes, the
2
proceeds of which have been applied to payment of costs of improvements to the Water
System, and to provide for the payment of issuance expenses and the funding of reserves.
(d) Section 13 of the Series 2000 Ordinance, Section 6 of the Series 2000B
Ordinance, Section 13 of the Series 2006 Ordinance and Section 6 of the Series 2010
Ordinance permit the issuance of "Additional Bonds" which are payable on a parity with
the Outstanding Bonds and equally and ratably secured therewith under the terms of the
Outstanding Parity Bonds Ordinances provided that the "Net Revenues" (as defined in
each of such ordinances and as defined in this Ordinance) have been at least equal to
1.30 times the "Average Annual Debt Service Requirements" (as defined in each of such
ordinances and as defined in this Ordinance) of the Outstanding Bonds and the
Additional Bonds proposed to be issued and provided further that such Additional Bonds
shall be issued pursuant to an ordinance which shall provide for an increase in the
monthly credits to Bond Payment Account sufficient to pay, when due, the principal of
and interest on the Outstanding Bonds and the proposed Additional Bonds; with respect
to such requirements the following determinations are hereby made:
(i) this Ordinance provides for an increase in the monthly credits to Bond
Payment Account sufficient to pay, when due, the principal of and interest on the
Outstanding Bonds and the Series 2010B /C Bonds (as defined below and as the
proposed Additional Bonds to be issued):
(ii) the "Net Revenues" (as defined in the Outstanding Parity Bonds
Ordinances and in this Ordinance) of the Water System for the fiscal year ended
September 30, 2009 were not less than $2,619,874; and
(iii) the "Average Annual Debt Service Requirements" (as defined in the
Outstanding Parity Bonds Ordinances and in this Ordinance) of the Outstanding
Bonds and the Series 2010B /C Bonds (as the proposed Additional Bonds) to be issued
are not more than $2,000,000.
(e) The Series 2007A Ordinance and the Series 2007B Ordinance both provide
that the Outstanding Notes are payable only and solely from the Retained Revenues
Account (as defined and described in the Outstanding Parity Bonds Ordinances and this
Ordinance) and are subject to the prior payment of operation and maintenance expenses
and all payments with respect to the Outstanding Bonds and any Additional Bonds which
may from time to time be issued and outstanding (all as described in the Outstanding
Parity Bonds Ordinances); the Series 2007A Ordinance and the Series 2007B Ordinance
further provide for a lien in favor of the Outstanding Notes upon the revenue and
earnings of the Water System which shall be in all respects junior to the lien in favor of
the Outstanding Bonds and any Additional Bonds from time to time issued and
outstanding.
(f) All conditions, acts and things required by law to exist or to be done
precedent to the issuance of the Series 2010B /C Bonds as Additional Bonds of equal lien
and standing with the Outstanding Bonds and as provided for in the Outstanding Parity
Bonds Ordinances do exist and have been done in regular and due form and time as
required by law.
3
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:
"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 Outstanding Bonds
and the Series 2010B/C Bonds, including any such bonds issued pursuant to Section 13
of this Ordinance and refunding bonds issued pursuant to Section 14 of this Ordinance,
as and when such bonds become equal in lien to the Outstanding Bonds and the Series
2010B /C Bonds, according to their terms and the terms of said Sections 13 and 14.
"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.
"Cargill Contract" shall mean that Water Service Agreement dated June 27,
2000, between the City and Cargill, Incorporated (a Delaware Corporation), as
supplemented by the First Addendum to Water Service Agreement dated as of February
27, 2001, and as amended by the First Amendment to Water Service Agreement dated
March 9, 2007.
"Deposit Securities" shall mean direct obligations of or obligations the principal
of and interest on which are unconditionally guaranteed by the United States of America.
"Net Revenues" shall mean the gross revenues derived by the City from the
ownership or operation of the Water System, including investment income, but not
including any income from sale or disposition of any property belonging to or forming a
part of the Water System, less the ordinary expenses to the City of operating and
maintaining the Water System payable from the Operation and Maintenance Account
described in Section 11 of this Ordinance. Operation and maintenance expenses for
purposes of determining "Net Revenues" shall not include depreciation, amortization (of
financing expenses) or interest on any bonds or other indebtedness. Net Revenues for all
purposes of this Ordinance shall be shown by an audit for the fiscal year in question as
conducted by independent certified public accountants. For purposes of this ordinance,
whether or not in accordance with applicable accounting principles, there shall not be
included in revenues or expenses, for purposes of determining Net Revenues, gain or loss
from the early extinguishment of indebtedness, investment income from any securities
deposited in escrow for the defeasance of bonds or unrealized gain or loss on securities
held by the City's Water System.
4
"Paying Agent and Registrar" shall mean the City Treasurer of the City of Blair,
Nebraska, as appointed to act as the combined paying agent and bond registrar for the
Series 2010B /C Bonds pursuant to Section 4 hereof or any duly appointed successor
thereto.
"Series 2010B Bonds" shall mean the $6,500,000 in aggregate principal amount
of Water System Revenue Bonds, Series 2010B, authorized to be issued pursuant to
Section 3 of this Ordinance.
"Series 2010B /C Bonds" shall mean the Series 2010B Bonds and the Series
2010C Bonds taken together and each and all thereof.
"Series 2010C Bonds" shall mean the $770,000 in aggregate principal amount of
Water System Revenue Bonds, Series 2010C (Taxable Interest), authorized to be issued
pursuant to Section 3 of this Ordinance.
Section 3. For the purposes described in Section 1 hereof relating to the redemption of Series
2007A Notes, there shall be and there are hereby ordered issued the negotiable bonds of the City of Blair,
Nebraska, to be known as "Water System Revenue Bonds, Series 2010B," in the aggregate principal
amount of Six Million Five Hundred Thousand Dollars ($6,500,000), with such Series 2010B Bonds
bearing interest at the rates per annum and maturing on December 15 of the years shown in the principal
amounts as follows:
Date of Maturity Principal Amount Interest Rate
December 15, 2018 $ 405,000 2.75%
December 15, 2019 415,000 3.00
December 15, 2020 430,000 3.20
December 15, 2021 440,000 3.35
December 15, 2022 455,000 3.50
December 15, 2023 475,000 3.65
December 15, 2024 490,000 3.80
December 15, 2025 510,000 3.90
December 15, 2030 2,880,000 4.35
The Series 2010B Bonds maturing on December 15, 2030 are subject to mandatory redemption under the
provisions of Section 7 of this Ordinance and are herein referred to as the "Series 2010B Term Bonds ".
For the purposes described in Section 1 hereof relating to the funding of reserves and payment of
issuance costs, there shall be and there are hereby ordered issued the negotiable bonds of the City of Blair,
Nebraska, to be known as "Water System Revenue Bonds, Series 2010C (Taxable Interest)" in the
5
aggregate principal amount of Seven Hundred Seventy Thousand Dollars ($770,000), with such Series
2010C Bonds bearing interest at the rates per annum and maturing on December 15 of the years shown in
the principal amounts as follows:
Date of Maturity Principal Amount Interest Rate
December 15, 2016 $ 380,000 3.25%
December 15, 2017 390,000 3.50
The Series 2010B /C 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 2010B /C Bonds shall be the date of
delivery thereof. Interest on the Series 2010B /C Bonds, at the respective rates for each maturity, shall be
payable semiannually on June 15 and December 15 of each year, commencing June 15, 2011 (each of
said dates an "Interest Payment Date ") and the Series 2010B /C 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 close of business on
the last business day of the month immediately preceding the month in which each Interest Payment Date
occurs (the "Record Date "), subject to the provisions of Section 5 hereof. The Series 2010B /C Bonds
shall be numbered from 1 upwards in the order of their issuance as to each series thereof. No Series
2010B /C Bond shall be issued originally or upon transfer or partial redemption (if applicable) having
more than one principal maturity. The initial bond numbering and principal amounts for each of the
Series 2010B /C Bonds issued shall be designated by the City's Treasurer as directed by the initial
purchaser thereof. Payments of interest due prior to maturity or earlier redemption (if applicable) on the
Series 2010B /C Bonds 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 2010B /C 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
6
maintained in Section 4 hereof. Payments of principal and unpaid accrued interest thereon due at maturity
or at any date fixed for redemption prior to maturity (if applicable) shall be made by said Paying Agent
and Registrar to the registered owners upon presentation and surrender of the Series 2010B /C Bonds to
said Paying Agent and Registrar. The City and said Paying Agent and Registrar may treat the registered
owner of any Series 2010B /C Bond as the absolute owner of such bond for the purpose of making
payments thereon and for all other purposes and neither the City nor the Paying Agent and Registrar shall
be affected by any notice or knowledge to the contrary, whether such bond or any installment of interest
due thereon shall be overdue or not. All payments on account of interest or principal made to the
registered owner of any Series 2010B /C 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 2010B /C 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 2010B /C Bonds, provided that the Mayor and Council shall have the right to designate a bank
or trust company as successor paying agent and registrar to serve under the terms of any such agreement
as the Mayor and Council shall determine to be appropriate. The Paying Agent and Registrar shall keep
and maintain for the City books for the registration and transfer of the Series 2010B /C Bonds at the City's
Offices, in Blair, Nebraska. The names and registered addresses of the registered owner or owners of the
Series 2010B /C Bonds shall at all times be recorded in such books. Any Series 2010B /C 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 the Paying
Agent and Registrar's office (or send by registered mail to the transferee owner or owners thereof at such
7
transferee owner's or owners' risk and expense), registered in the name of such transferee owner or
owners, a new Series 2010B /C Bond or Series 2010B /C Bonds of the same series, interest rate, aggregate
principal amount and maturity. To the extent of the denominations authorized for the Series 2010B /C
Bonds by this Ordinance, one such bond may be transferred for several such bonds of the same series,
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 series, interest rate and maturity and
for a like aggregate principal amount. In every case of transfer of a Series 2010B /C Bond, the surrendered
Series 2010B /C Bond or Bonds shall be canceled and destroyed. All Series 2010B /C Bonds issued upon
transfer of the Series 2010B /C Bonds so surrendered shall be valid obligations of the City evidencing the
same obligations as the Series 2010B /C Bonds surrendered and shall be entitled to all the benefits and
protection of this Ordinance to the same extent as the Series 2010B /C Bonds upon transfer of which they
were delivered. The City and said Paying Agent and Registrar shall not be required to transfer any Series
2010B /C Bond during any period from any Record Date until its immediately following Interest Payment
Date or to transfer any Series 2010B /C Bond called for redemption (if applicable) 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 2010B /C 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 2010B /C 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. If the date for payment of the principal of or interest on the Series 2010B /C
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
8
the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking
institutions are authorized to close, and payment on such day shall have the same force and effect as if
made on the nominal date of payment.
Section 7. The Series 2010B Bonds 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, at par plus accrued
interest on the principal amount redeemed to the date fixed for redemption. The City may select the
Series 2010B Bonds to be redeemed for optional redemptions in its sole discretion. The Series 2010B
Term Bonds are required to be redeemed prior to their stated maturity, commencing on December 15,
2026, and continuing on December 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
2026 $ 530,000
2027 550,000
2028 575,000
2029 600,000
2030 (final maturity) 625,000
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 Series 2010B Term Bonds for mandatory redemption
using any random method of selection deemed appropriate by the Paying Agent and Registrar. The Series
2010B Bonds shall be redeemed only in amounts of $5,000 or integral multiples thereof. Any Series
2010B Bond redeemed in part only shall be surrendered to said Paying Agent and Registrar in exchange
for a new Series 2010B Bond evidencing the unredeemed principal thereof. Notice of redemption of any
Series 2010B Bond called for redemption shall be given at the direction of the City, in the case of optional
redemptions and without further direction in the case of mandatory redemptions, by said Paying Agent
and Registrar by mail not less than 30 days prior to the date fixed for redemption, first class, postage
prepaid, sent to the registered owner of such Series 2010B Bond at said owner's registered address. Such
notice shall designate the Series 2010B Bond or Bonds to be redeemed by maturity or otherwise, the date
of original issue and the date fixed for redemption and shall state that such bond or bonds are to be
9
presented for prepayment at the office of said Paying Agent and Registrar. In case of any Series 2010B
Bond partially redeemed, such notice shall specify the portion of the principal amount of such bond to be
redeemed. No defect in the mailing of notice for any Series 2010B Bond shall affect the sufficiency of
the proceedings of the City designating the Series 2010B Bonds called for redemption or the effectiveness
of such call for Series 2010B Bonds for which notice by mail has been properly given and the City shall
have the right to further direct notice of redemption for any such bond for which defective notice has been
given.
The Series 2010C Bonds are not subject to redemption prior to maturity.
Section 8. The Series 2010B Bonds shall be in substantially the following form:
10
Interest Rate
UNITED STATES OF AMERICA
STATE OF NEBRASKA
COUNTY OF WASHINGTON
CITY OF BLAIR
WATER SYSTEM REVENUE BOND, SERIES 2010B
Maturity Date
December 15, 20
Date of Original Issue CUSIP No.
September , 2010
Registered Owner:
Principal Amount: Thousand Dollars ($ )
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, 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 (said interest to be computed on the basis of a 360 -day year consisting of twelve 30 -day
months), payable semiannually on June 15 and December 15 of each year commencing June 15, 2011
(each of said dates an "Interest Payment Date "). The principal hereof and unpaid accrued interest hereon
due at maturity or upon earlier redemption are payable upon presentation and surrender of this bond at the
office of City Treasurer of the City of Blair, Nebraska, 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 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 a series of fully registered bonds of the total principal amount of Six Million
Five Hundred Thousand Dollars ($6,500,000), of even date and like tenor except as to date of maturity,
rate of interest and denomination which were issued by the City for providing for the payment of costs of
additions and improvements to the City's waterworks plant and water system, including the payment and
redemption of $6,500,000 of the City's Water System Revenue Bond Anticipation Notes, Series 2007A,
proceeds of which have been applied to such costs, in pursuance of Sections 18 -1803 to 18 -1805, R.R.S.
Neb. 2007, and has been duly authorized by ordinance (the "Ordinance ") legally passed, approved and
published and by proceedings duly had by the Mayor and Council of said City.
11
Any or all of the bonds of said series and issue are subject to redemption at the option of the City,
in whole or in part, at any time on or after the fifth anniversary of the date of original issue shown above,
at par plus interest accrued on the principal amount redeemed to the date fixed for redemption.
The Series 2010 Bonds due as term bonds in the year 2030 (the "Series 2010B Term Bonds ") are
required to be redeemed prior to their stated maturity, commencing on December 15, 2026, and
continuing on December 15 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 $ 530,000
2027 550,000
2028 575,000
2029 600,000
2030 (final maturity) 625,000
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 Series 2010B 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 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 series, 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.
The revenue and earnings of the waterworks plant and water system of the City of Blair (as now
owned or hereafter acquired, the "Water System ") are pledged and hypothecated, equally and ratably for
the payment of this bond and the other bonds of this series and issue and the City's Water System
Revenue Refunding Bonds, Series 2000, date of original issue — September 22, 2000; the City's Water
System Revenue Bond, Series 2000B, dated September 8, 2000 issued to evidence a loan from the
Nebraska Department of Environmental Quality; the City's Water System Revenue Bond, Series 2006,
dated May 26, 2006, issued to support the payment of certain bonds issued by the Papio - Missouri River
Natural Resources District; the City's Water System Revenue Bond, Series 2010, dated August 12, 2010
issued to evidence a loan from the Nebraska Department of Environmental Quality; the City's Water
12
System Revenue Bonds, Series 2010C, bearing the same date of original issue as the date of original issue
for this bond (collectively, the "Outstanding Bonds "); and any additional bonds of equal priority to the
bonds of this issue and the Outstanding Bonds issued in accordance with the Ordinance authorizing the
bonds of this issue. The bonds of this issue are a lien only upon said revenue and earnings of the Water
System and are not general obligations of the City of Blair, Nebraska.
The Ordinance authorizing the issuance of this bond and the other bonds of this series and issue
sets forth the covenants and obligations of the City with respect to the Water System and the application
of the revenues to be derived therefrom, which revenues are by the terms of said Ordinance to be
deposited into the "Blair Water System Fund" and disbursed to make payments of principal and interest
on the bonds of this issue and the Outstanding Bonds, to pay costs of operation and maintenance, and
make other payments as specified in said Ordinance. Said Ordinance also designates the terms and
conditions on which additional bonds of equal lien to the bonds of this series and issue and the
Outstanding Bonds may be issued. The City also reserves the right to issue bonds junior in lien to the
bonds of this series and issue, the principal and interest of which are payable from moneys in the
"Retained Revenues Account" of the Blair Water System Fund as described in the Ordinance. Said
Ordinance also designates the terms and conditions on which this 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 such 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 designated fiduciary.
AS PROVIDED IN THE ORDINANCE REFERRED TO HEREIN, UNTIL THE
TERMINATION OF THE SYSTEM OF BOOK - ENTRY -ONLY TRANSFERS THROUGH THE
DEPOSITORY TRUST COMPANY, NEW YORK, NEW YORK, (TOGETHER WITH ANY
SUCCESSOR SECURITIES DEPOSITORY APPOINTED PURSUANT TO THE ORDINANCE,
"DTC "), AND NOTWITHSTANDING ANY OTHER PROVISIONS OF THE ORDINANCE TO THE
CONTRARY, A PORTION OF THE PRINCIPAL AMOUNT OF THIS 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.
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.
13
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, all as of the date of original issue
specified above.
ATTEST:
(facsimile signature)
City Clerk
(SEAL)
14
CITY OF BLAIR, NEBRASKA
(facsimile signature)
Mayor
Date:
Registered Owner
Signature Guaranteed
By:
Authorized Officer
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)
City Treasurer, Paying Agent
and Registrar for the City of Blair, Nebraska
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.
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.
15
The Series 2010C Bonds shall be in substantially the following form:
UNITED STATES OF AMERICA
STATE OF NEBRASKA
COUNTY OF WASHINGTON
CITY OF BLAIR
WATER SYSTEM REVENUE BOND, SERIES 2010C (TAXABLE INTEREST)
No. $
Interest Rate Maturity Date Date of Original Issue CUSIP No.
December 15, 20 September _, 2010
Registered Owner:
Principal Amount: Thousand 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, 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 from the date of original issue or
most recent Interest Payment Date, whichever is later, at the rate per annum specified above (said interest
to be computed on the basis of a 360 -day year consisting of twelve 30 -day months), payable semiannually
on June 15 and December 15 of each year commencing June 15, 2011 (each of said dates an "Interest
Payment Date "). The principal hereof and unpaid accrued interest hereon due at maturity are payable
upon presentation and surrender of this bond at the office of City Treasurer of the City of Blair, Nebraska,
the Paying Agent and Registrar, in Blair, Nebraska. Interest on this bond due prior to maturity 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 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 a series of fully registered bonds of the total principal amount of Seven
Hundred Seventy Thousand Dollars ($770,000), of even date and like tenor except as to date of maturity,
rate of interest and denomination which were issued by the City for providing for the funding of reserves
and payment of issuance expenses relating to the City's Water System Revenue Bonds, Series 2010B
which are being concurrently issued to provide for payment of costs of additions and improvements to the
City's waterworks plant and water system, including the payment and redemption of the City's Water
System Revenue Bond Anticipation Notes, Series 2007A, proceeds of which have been applied to such
costs. This bond is being issued in pursuance of Sections 18 -1803 to 18 -1805, R.R.S. Neb. 2007, and has
been duly authorized by ordinance (the "Ordinance ") legally passed, approved and published and by
proceedings duly had by the Mayor and Council of said City.
16
The bonds of this series are being issued with interest which is includable in gross income for
federal income tax purposes under the terms of the Internal Revenue Code of 1986, as amended.
The bonds of this series are not subject to redemption prior to maturity.
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 series, 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.
The revenue and earnings of the waterworks plant and water system of the City of Blair (as now
owned or hereafter acquired, the "Water System ") are pledged and hypothecated, equally and ratably for
the payment of this bond and the other bonds of this series and issue and the City's Water System
Revenue Refunding Bonds, Series 2000, date of original issue — September 22, 2000; the City's Water
System Revenue Bond, Series 2000B, dated September 8, 2000 issued to evidence a loan from the
Nebraska Department of Environmental Quality; the City's Water System Revenue Bond, Series 2006,
dated May 26, 2006, issued to support the payment of certain bonds issued by the Papio - Missouri River
Natural Resources District; the City's Water System Revenue Bond, Series 2010, dated August 12, 2010
issued to evidence a loan from the Nebraska Department of Environmental Quality; the City's Water
System Revenue Bonds, Series 2010B, bearing the same date of original issue as the date of original issue
for this bond (collectively, the "Outstanding Bonds "); and any additional bonds of equal priority to the
bonds of this issue and the Outstanding Bonds issued in accordance with the Ordinance authorizing the
bonds of this issue. The bonds of this issue are a lien only upon said revenue and earnings of the Water
System and are not general obligations of the City of Blair, Nebraska.
The Ordinance authorizing the issuance of this bond and the other bonds of this series and issue
sets forth the covenants and obligations of the City with respect to the Water System and the application
of the revenues to be derived therefrom, which revenues are by the terms of said Ordinance to be
deposited into the "Blair Water System Fund" and disbursed to make payments of principal and interest
on the bonds of this issue and the Outstanding Bonds, to pay costs of operation and maintenance, and
make other payments as specified in said Ordinance. Said Ordinance also designates the terms and
conditions on which additional bonds of equal lien to the bonds of this series and issue and the
Outstanding Bonds may be issued. The City also reserves the right to issue bonds junior in lien to the
bonds of this series and issue, the principal and interest of which are payable from moneys in the
"Retained Revenues Account" of the Blair Water System Fund as described in the Ordinance. Said
Ordinance also designates the terms and conditions on which this bond shall cease to be entitled to any
lien, benefit or security under such Ordinance and all covenants, agreements and obligations of the City
17
under such Ordinance may be discharged and satisfied at or prior to the maturity of this bond if monies or
certain specified securities shall have been deposited with a designated fiduciary.
AS PROVIDED IN THE ORDINANCE REFERRED TO HEREIN, UNTIL THE
TERMINATION OF THE SYSTEM OF BOOK - ENTRY -ONLY TRANSFERS THROUGH THE
DEPOSITORY TRUST COMPANY, NEW YORK, NEW YORK, (TOGETHER WITH ANY
SUCCESSOR SECURITIES DEPOSITORY APPOINTED PURSUANT TO THE ORDINANCE,
"DTC"), AND NOTWITHSTANDING ANY OTHER PROVISIONS OF THE ORDINANCE TO THE
CONTRARY, A PORTION OF THE PRINCIPAL AMOUNT OF THIS 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.
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.
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, all as of the date of original issue
specified above.
ATTEST:
(facsimile signature)
City Clerk
(SEAL)
18
CITY OF BLAIR, NEBRASKA
(facsimile signature)
Mayor
Date:
Registered Owner
Signature Guaranteed
By:
Authorized Officer
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)
City Treasurer, Paying Agent
and Registrar for the City of Blair, Nebraska
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.
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.
19
Section 9. Each of the Series 2010B /C 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 2010B /C 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 one or more instruments or may be a blanket letter previously or contemporaneously
executed), for and on behalf of the City, which shall thereafter govern matters with respect to registration,
transfer, payment and redemption (if applicable) of the Series 2010B /C Bonds. In the event of issuance
of the Series 2010B /C 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 2010B /C Bonds as securities depository (each, a "Bond
Participant ") or to any person who is an actual purchaser of a Series 2010B/C Bond
from a Bond Participant while the Series 2010B /C 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 2010E /C 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 2010B /C Bonds, including any notice of
redemption (if applicable), 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 2010B /C Bonds. The Paying Agent and
Registrar shall make payments with respect to the Series 2010B /C
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 2010B /C 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.
20
(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 2010B /C 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 2010B /C Bonds or (ii) to make available Series 2010B /C Bonds
registered in whatever name or names as the Beneficial Owners transferring or
exchanging such Series 2010B /C Bonds shall designate.
(c) If the City determines that it is desirable that certificates representing the
Series 2010B /C Bonds be delivered to the ultimate beneficial owners of the Series
2010B /C 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 2010B /C Bonds. In such event, the Paying Agent
and Registrar shall issue, transfer and exchange bond certificates representing the Series
2010B /C 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 2010B /C Bond is registered in the name of the Depository or any
nominee thereof, all payments with respect to such Series 2010B /C Bond and all
notices with respect to such Series 2010B /C Bond shall be made and given,
respectively, to the Depository as provided in the Letter of Representations.
(e) Registered ownership of the Series 2010B /C Bonds may be transferred on
the books of registration maintained by the Paying Agent and Registrar, and the Series
2010B /C 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 2010B 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 2010B Bonds issued to the Depository or its nominee shall contain a legend to
such effect.
If for any reason the Depository resigns and is not replaced, the City shall immediately provide a supply
of printed bond certificates, duly executed by manual or facsimile signatures of the Mayor and City Clerk
21
and sealed with the City's seal, for issuance upon the transfers from the Depository and subsequent
transfers or in the event of partial redemption (if applicable). In the event that such supply of certificates
shall be insufficient to meet the requirements of the Paying Agent and Registrar for issuance of
replacement certificates upon transfer or partial redemption (if applicable), the City agrees to order
printed an additional supply of such certificates and to direct their execution by manual or facsimile
signatures of its then duly qualified and acting Mayor and City Clerk and by imprinting thereon or
affixing thereto the City's seal. In case any officer whose signature or facsimile thereof shall appear on
any Series 2010B /C 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
(if applicable), such signature or such facsimile signature shall nevertheless be valid and sufficient for all
purposes the same as if such officer or officers had remained in office until the delivery of such bond.
The Series 2010B /C Bonds shall not be valid and binding on the City until authenticated by the Paying
Agent and Registrar. Thereafter the Series 2010B /C Bonds shall be delivered to the Paying Agent and
Registrar for registration and authentication. Upon execution, registration, and authentication of the
Series 2010B /C Bonds, they shall be delivered to the City Treasurer, who is authorized to deliver them to
Ameritas Investment Corp. (the "Underwriter "), as initial purchaser thereof. The Series 2010B Bonds are
hereby sold to the Underwriter for 100% of the principal amount thereof plus accrued interest, if any,
thereon to date of payment and delivery. The Series 2010C Bonds are hereby sold to said purchaser for
100% of the principal amount thereof plus accrued interest, if any, thereon to date of payment and
delivery. In connection with the purchase of the Series 2010B /C Bonds, the City shall pay the
Underwriter its underwriting fee in the amount of $101,780.00 (the "Underwriting Fee "), which fee shall
be payable from the proceeds of the Series 2010C Bonds. The Underwriter shall have the right to direct
the registration of the Series 2010B /C Bonds and the denominations thereof within each maturity, subject
to the restrictions of this Ordinance. The officers of the City (or any one of them) are hereby authorized
22
to execute and deliver the separate Bond Purchase Agreements for each such series for and on behalf of
the City. The City Clerk shall make and certify a transcript of the proceedings of the Mayor and Council
with respect to the Series 2010B /C Bonds which shall be delivered to said purchaser. The Underwriter
and its agents, representatives and the City's bond counsel are hereby authorized to take such actions on
behalf of the City as are necessary to effectuate the closing of the issuance and sale of the Series 2010B /C
Bonds, including without limitation, authorizing the release of the Series 2010B /C Bonds by the
Depository at closing.
Section 10. The proceeds of the Series 2010B Bonds, including accrued interest (if any),
shall be applied concurrently with the delivery of such bonds as follows:
(a) Any accrued interest received upon the issuance of the Series 2010B
Bonds shall be deposited into the Bond Payment Account established under Section 11 of
this Ordinance for credit to the Debt Service Sub - account therein to be applied to make
payment next falling due for interest on the Series 2010B Bonds.
(b) The principal proceeds of the Series 2010B Bonds shall be applied upon
receipt to redeem a like principal amount of the Series 2007A Notes as called for
redemption. The City hereby covenants and agrees to provide all amounts in addition to the
principal proceeds of the Series 2010B Bonds necessary to effect the payment in full of such
like principal amount of the Series 2007A Notes.
The proceeds of the Series 2010C Bonds, including accrued interest (if any), shall be applied concurrently
with the delivery of such bonds as follows:
(a) Any accrued interest received upon the issuance of the Series 2010C
Bonds shall be deposited into the Bond Payment Account established under Section 11 of
this Ordinance for credit to the Debt Service Sub - account therein to be applied to make
payment next falling due for interest on the Series 2010C Bonds.
(b) $648,672.50 shall be applied to make a deposit into the sub - account for
the Series 2010B /C Bonds in the Debt Service Reserve Account as required under the
terms of Section 11 of this Ordinance.
(c) The balance of the proceeds of the Series 2010C Bonds shall be held and
applied to payment of costs of issuing the Series 2010B /C Bonds, including but not
limited to the Underwriting Fee. Any amounts remaining from such proceeds after all
issuance costs have been paid in full shall be deposited to the Bond Payment Account and
applied to make the next payments falling due with respect to the Series 2010C Bonds.
Section 11. The revenues and earnings of the Water System are hereby pledged and
hypothecated for the payment of the Series 2010B /C Bonds, the Outstanding Bonds and any Additional
23
Bonds and interest on such Series 2010B /C Bonds, such Outstanding Bonds and any such Additional
Bonds, and the City does hereby agree with the holders of said Series 2010B /C Bonds and Additional
Bonds as follows:
(a) BLAIR WATER SYSTEM FUND - The entire gross revenues and
income derived from the operation of the Water System, including pledges and
appropriations from other sources, shall be set aside as collected and deposited in a
separate fund designated as the "Blair Water System Fund." For purposes of allocating
the monies in the Blair Water System Fund, the City shall maintain the following
accounts: (1) Bond Payment Account; (2) Operation and Maintenance Account; (3)
Debt Service Reserve Account (with sub - accounts therein); and (4) Retained Revenues
Account.
(b) BOND PAYMENT ACCOUNT - Out of the Blair Water System Fund
there shall be credited monthly on or before the first day of each month to the Bond
Payment Account (for credit to the sub - account for the Series 2010B /C Bonds), starting
with the month of October, 2010, the following amounts:
1) during the period from and including October 1, 2010
to and including June 1, 2011, an amount equal to 1 /9th of the interest
payment due on the Series 2010B /C Bonds on June 15, 2011;
2) during the period from and including July 1, 2011 until
the Series 2010B /C Bonds have been paid in full, an amount equal to
1 /6th of the next maturing semiannual interest payment due on the
Series 2010B /C Bonds;
3) during the period from and including January 1, 2015
until the Series 2010B /C Bonds have been paid in full, an amount equal
to 1 /12th of the next maturing principal payment (including mandatory
redemption amounts as and when applicable for purposes of retiring
principal) for the Series 2010B /C Bonds; and
(4) during such periods and in such amounts, all such
payments are as required under the terms of the Outstanding Parity
Bonds Ordinances with respect to the Outstanding 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 (as and to the
extent that amounts are available in a sub - account therein designated in the authorizing
ordinance for each issue) and next from the Retained Revenues Account, an amount
sufficient to pay, when due, the principal of and interest on the Series 2010B /C Bonds,
the Outstanding Bonds and any Additional Bonds and to transfer the appropriate
amounts due to the respective direct payees and the respective paying agent (as the case
24
may be) for each issue of the Series 2010B /C Bonds, the Outstanding Bonds and any
issues of Additional Bonds on or before each principal and interest payment date.
Upon the issuance of any Additional Bonds pursuant to this Ordinance, appropriate
additional credits to the Bond Payment Account shall be provided for sufficient to pay
principal and interest on said Additional Bonds.
(c) OPERATION AND MAINTENANCE ACCOUNT - After any credits
required to be made by the foregoing subparagraph (b) have been made in full, out of
the Blair Water System Fund there shall be monthly credited into the Operation and
Maintenance Account such amounts as the City shall from time to time determine to be
necessary to pay the reasonable and necessary expenses of operating and maintaining
the Water System, and the City may withdraw funds credited to the Operation and
Maintenance Account as necessary from time to time to pay such expenses. As an
operational expense the City shall pay any and all administrative fees required to be
paid to NDEQ in connection with those of the Outstanding Bonds which have been
issued to NDEQ.
(d) DEBT SERVICE RESERVE ACCOUNT - Within the Debt Service
Reserve Account there shall be established separate sub - accounts for each series of
bonds payable on a parity from the revenues of the Water System including the Series
2010B /C Bonds and the Outstanding Bonds and any Additional Bonds, as shall have
been or shall be deemed appropriate by the Mayor and Council in connection with each
such issue. No sub - account for the Series 2000B Bond or the Series 2010 Bond (both
issued to NDEQ) has been or is to be established under the terms of the Outstanding
Parity Bonds Ordinances based upon determinations of the Mayor and Council. For the
Series 2000 Bonds a sub - account has been established and is required to be maintained
under the terms of the Series 2000 Ordinance. For the Series 2010B /C Bonds there is
hereby ordered established the Series 2010B /C Debt Service Reserve Sub - account into
which there shall be deposited, from proceeds of the Series 2010C Bonds, the sum of
$648,672.50 which shall be maintained as the required balance so long as any of the
Series 2010B /C Bonds remain outstanding. Monies credited to the Series 2010B /C
Debt Service Reserve Sub - account may be withdrawn, as needed, to provide funds to
pay when due the principal of and interest on the Series 2010B /C Bonds, if the Bond
Payment Account contains insufficient funds for such purpose, and the City Treasurer
is hereby authorized and directed to make such withdrawal if and when needed. The
Series 2010B /C Debt Service Reserve Sub - account has been established with respect to
and shall be maintained for the security of the Series 2010B /C Bonds only. In the event
of any withdrawal from the Series 2010B /C Debt Service Reserve Sub - account but
subject to allocation among other sub - accounts in the Debt Service Reserve Account as
described below, there shall be credited to the Series 2010B /C Debt Service Reserve
Sub - account in the month following such withdrawal all monies in the Blair Water
System Fund remaining after making the payments required to be made in such month
to the Bond Payment Account and the Operation and Maintenance Account and each
month thereafter all such remaining monies shall be credited to the Series 2010B /C
Debt Service Reserve Sub - account until such sub - account has been restored to the
required balance. In issuing any series of Additional Bonds a separate sub - account in
the Debt Service Reserve Account may be established for such series of Additional
Bonds but is not required under the terms of this Ordinance. The balance in any such
25
additional sub - account may be funded from monies on hand or from periodic deposits
from revenues in the Blair Water System Fund or from the proceeds of such Additional
Bonds. Each sub - account in the Debt Service Reserve Account shall be of equal
standing with each other sub - account in the Debt Service Reserve Account and
available monies from the Blair Water System Fund required to be credited to each
such sub - account at any time shall be allocated on a pro rata basis between sub -
accounts then requiring credits in accordance with the respective unpaid principal
amounts then outstanding for each such issue for which there is a sub - account requiring
credits. Each sub - account in the Debt Service Reserve Account shall constitute a
separate fund held in trust by the City Treasurer for the separate benefit of the issue of
bonds for which it is established. Anything in this Subsection 11(d) to the contrary
notwithstanding, the amount required to be maintained in the Debt Service Reserve
Account or any sub - account therein shall not at any time exceed the maximum amount
permitted to be invested without yield restriction under Section 148 of the Code or any
successor provision or related statutory limitation and applicable regulations of the
United States Treasury Department.
(e) RETAINED REVENUES ACCOUNT Monies in the Blair Water System
Fund remaining after the credits required in the foregoing Subsections (b), (c) and (d)
shall be credited to the Retained Revenues Account. Monies in the Retained Revenues
Account may be used to make up any deficiencies in any of the preceding Accounts, to
retire any of the Series 2010B/C Bonds, the Outstanding Bonds or any Additional
Bonds prior to their maturity, to pay principal of and interest on any junior lien water
system revenue bonds or notes (including the Outstanding Notes) or to provide for any
other lawful purpose of the City as directed by the Mayor and City Council.
The provisions of this Section 11 shall require the City to maintain a set of books and records in
accordance with such accounting methods and procedures as are generally applicable to municipal utility
enterprises, which books and records shall show credits to and expenditures from the several Accounts
required by this Section. Except as specified below for the Debt Service Reserve Account, the City shall
not be required to establish separate bank or investment accounts for said Accounts. Monies credited to
the Debt Service Reserve Account or any sub - account therein shall, if maintained in a demand or time
deposit account, be kept in a separate account and not commingled with other City or Water System
funds. If invested, monies credited to the Debt Service Reserve Account or any sub - account therein may
be commingled with other City funds, including Water System funds, so long as the City maintains books
and records clearly identifying the specific investments, or portions thereof, which belong to the Debt
Service Reserve Account and specific sub - account therein. Monies in any of said Accounts except the
Debt Service Reserve Account may be invested in permissible investments for a City of the class to which
26
the City of Blair belongs as of the time of such investment. Monies in the Debt Service Reserve Account
or any sub - account therein may be invested in Deposit Securities or in certificates of deposit, savings
accounts or other interest bearing accounts in banks which are members of the Federal Deposit Insurance
Corporation, except that whenever the amount so deposited exceeds the amount of the F.D.I.C. insurance
available thereon, the excess shall be secured in the manner required by Section 16 -715 R.R.S. Neb. 2007.
Investments made from or attributable, in whole or in part, to the Debt Service Reserve Account shall
mature or be redeemable at the option of the holder, without penalty, in not more than ten years.
Investments made from or attributable to the Bond Payment Account shall mature or be redeemable at the
option of the holder by no later than the time monies are required for payments due from such account.
Income from or profit realized from investment for any Account shall be credited to such Account until
such Account contains any amount then required to be therein, and thereafter such income or profit shall
be transferred to the Blair Water System Fund and treated as other revenues from the operation of the
Water System.
The pledge of the revenues and earnings of the Water System provided for in this Ordinance for
the Series 2010B /C Bonds, the Outstanding Bonds and any Additional Bonds, subject to the right of the
City to issue Additional Bonds as provided in this Ordinance and the Outstanding Parity Bonds
Ordinances, is intended as a first and prior pledge of, lien on and security interest in such revenues and
earnings for the payment of principal of and interest on the Series 2010B /C Bonds, the Outstanding
Bonds and any Additional Bonds, superior to any pledge or promise made with respect to any other
indebtedness of the City as to its Water System, and is intended to be a full exercise of the powers of the
City provided for in Sections 18 -1803 to 18 -1805, R.R.S. Neb. 2007, as amended, with respect to its
Water System.
Section 12. So long as any of the Series 2010B /C Bonds, the Outstanding Bonds and any
Additional Bonds issued pursuant to this Ordinance shall remain outstanding and unpaid, the City
27
covenants and agrees to establish, revise, from time to time as necessary, and collect such rates and
charges for the water and water service furnished from the Water System adequate to produce revenues
and earnings sufficient at all times:
(a) To provide funds to pay, when due, the principal of and interest on the
Series 2010B /C Bonds, the Outstanding Bonds and any Additional Bonds issued
pursuant to this Ordinance.
(b) To pay all proper and necessary costs of operation and maintenance of
the Water System and to pay for the necessary and proper repairs, replacements,
enlargements, extensions and improvements to the Water System, including payment
as the same fall due of any administrative fees related to the Series 2000B Bond and
the Series 2010 Bond.
(c) To provide funds sufficient to make the credits into the Accounts and at
the times and in the amounts required by Section 11 of this Ordinance.
(d) To maintain Net Revenues in each fiscal year adopted by the City for the
Water System in an amount not less than 1.25 times the total amount of principal paid
or payable (exclusive of any principal redeemed prior to maturity other than principal
redeemed pursuant to a schedule of mandatory redemptions) and interest falling due
during such fiscal year on the Series 2010B /C Bonds, the Outstanding Bonds and any
Additional Bonds issued pursuant to this Ordinance.
Section 13. To provide funds for any purpose related to the Water System, the City may issue
Additional Bonds (other than Additional Bonds issued for refunding purposes which are governed by
Section 14 of this Ordinance) payable from the revenues of the Water System having equal priority and
on a parity with the Series 2010B /C Bonds, the Outstanding Bonds and any Additional Bonds then
outstanding, only upon compliance with the following conditions:
(a) Such Additional Bonds shall be issued only pursuant to an ordinance
which shall provide for an increase in the monthly credits into the Bond Payment
Account in amounts sufficient to pay, when due, the principal of and interest on the
Series 2010B /C Bonds, the Outstanding Bonds and any Additional Bonds then
outstanding and the proposed Additional Bonds.
(b) The City shall have complied with one or the other of the two following
requirements:
1) The Net Revenues derived by the City from its Water System for
the fiscal year next preceding the issuance of the Additional
28
Bonds shall have been at least equal to 1.30 times the Average
Annual Debt Service Requirements of the Series 2010B /C Bonds,
the Outstanding Bonds and any Additional Bonds, all as then
outstanding, and of the proposed Additional Bonds; or
2) The City shall have received a projection made by a consulting
engineer or firm of consulting engineers, or by a certified public
account or firm of certified public accounts (either one of which
shall be recognized as having experience and expertise in
municipal utility systems) projecting that the Net Revenues of the
Water System in each of the three full fiscal years after the
issuance of such Additional Bonds will be at least equal to 1.35
times the Average Annual Debt Service Requirements of the
Series 2010B /C Bonds, the Outstanding Bonds and any Additional
Bonds, all as then outstanding, and of the proposed Additional
Bonds. In making such projection, the consulting engineer or
accountant shall use as a basis the Net Revenues of the Water
System during the last fiscal year for which an independent audit
has been prepared and shall adjust such Net Revenues as follows:
(A) to reflect changes in rates which have gone into effect since
the beginning of the fiscal year for which the audit was made, (B)
to reflect such engineer's or accountant's estimate of the net
increase over or net decrease under the Net Revenues of the Water
System for the fiscal year for which the audit was made by reason
of: (i) changes of amounts payable under existing contracts for
services; (ii) additional general income from sales to customers
under existing rate schedules for various classes of customers or
as such schedules may be revised under a program of changes
which has been adopted by the Mayor and Council of the City;
(iii) projected revisions in costs for labor, wages, salaries,
machinery, equipment, supplies and other operational items; (iv)
revisions in the amount of service to be supplied and any related
administrative or other costs associated with such increases due to
increased supply from the acquisition of any new facility; (v)
anticipated receipts from service to any additional customer or
customers for the Water System; and (vi) such other factors
affecting the projections of revenues and expenses as the
consulting engineer or accountant deems reasonable and proper.
Annual debt service on any proposed Additional Bonds to be
issued, may be estimated by the consulting engineer or certified
public accountant in projecting Average Annual Debt Service
Requirements, but no Additional Bonds shall be issued requiring
any annual debt service payment in excess of the amount so
estimated by the consulting engineer or certified public accountant
in any final projections furnished to the City.
29
If the City shall find it desirable it shall also have the right when issuing Additional Bonds to combine
with its Water System any other utilities of the City authorized to be combined under Sections 19 -1305
through 19 -1308 or 18 -1803 through 18 -1805 R.R.S. Neb. 2007, and to cause all of the revenues of such
combined utilities systems to be paid into the Blair Water System Fund, which fund may be appropriately
redesignated, and to provide that all of the Series 2010B /C Bonds, Outstanding Bonds and any Additional
Bonds previously issued, all as then outstanding, and the proposed issue of Additional Bonds shall be
payable from the revenues of such combined utilities and shall stand on a parity and in equality as to
security and payment, provided, however, no utility shall be combined with the Water System as
contemplated in this paragraph unless the conditions of subsection 13(a) shall have been satisfied and the
Net Revenues of the combined utilities systems shall satisfy one or the other of the requirements for
Additional Bonds provided in subsection 13(b) above. For purposes of meeting such requirements, the
definition of Net Revenues shall be altered to include the gross revenues of the additional utility or
utilities and to take into consideration ordinary expenses of operating and maintaining the additional
utility or utilities. In making any projections the consulting engineer or certified public accountant shall
take into consideration the factors described in 13(b)(2) above with respect to such additional utility or
utilities. Net Revenues of the additional utility or utilities shall be based upon the report or reports of
independent certified public accountants in the same manner as is required under subsection 13(b) above.
Section 14. The City may issue refunding bonds, which shall qualify as Additional Bonds
under this Section 14, to refund any Series 2010B /C Bonds, the Outstanding Bonds or Additional Bonds
without compliance with the provisions of subsection 13(b) above, provided that, if any such Series
2010B /C Bonds, Outstanding 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.
30
The City may also issue refunding bonds which shall qualify as Additional Bonds of equal lien to
refund any Series 2010B /C Bonds, any Outstanding Bonds or Additional Bonds then outstanding,
provided, that if any such Series 2010B /C Bonds, Outstanding Bonds or Additional Bonds then
outstanding are to remain outstanding after the application of the proceeds of the refunding bonds to the
payment of the bonds which are to be refunded, such issuance must comply with the Net Revenues test
set forth in Subsection 13(b)(1) of this ordinance and, if the proceeds of such refunding bonds are not to be
applied immediately to the satisfaction of the bonds which are to be refunded, then such refunding bonds
must provide by their terms that they shall be junior in lien to all Series 2010B /C Bonds, Outstanding
Bonds and any Additional Bonds outstanding at the time of issuance of such refunding bonds until the
time of application of their proceeds to the satisfaction of the bonds which are to be refunded. In
computing Average Annual Debt Service Requirements to show compliance with said Net Revenues test
for such refunding bonds, all payments of principal and interest due on such refunding bonds from the
time of their issuance to the time of application of the proceeds of such refunding bonds to the satisfaction
of the bonds which are to be refunded shall be excluded from such computation to the extent that such
principal and interest are payable from sources other than the revenues of the Water System, such as bond
proceeds or investment earnings on bond proceeds, or from monies in the Retained Revenues Account,
and all payments of principal and interest due on the bonds which are to be refunded from and after the
time of such application shall also be excluded. For purposes of this paragraph of this Section 14, the
time of application of the proceeds of the refunding bonds to the satisfaction of the bonds which are to be
refunded shall be the time of deposit with the paying agent for such bonds which are to be refunded
pursuant to Section 10 -126 R.R.S. Neb. 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.
31
Section 15. The City hereby covenants and agrees that so long as any of the Series 2010B /C
Bonds, the Outstanding Bonds and any Additional Bonds are outstanding, it will not issue any bonds or
notes payable from the revenues of the Water System except in accordance with the provisions of this
Ordinance, provided, however, the City reserves the right to issue bonds or notes which are junior in lien
to the Series 2010B /C Bonds, the Outstanding Bonds and any such Additional Bonds with the principal
and interest of such bonds or notes to be payable from monies credited to the Retained Revenues Account
as provided in Subsection 11(f). The term "Additional Bonds" as used in this ordinance refers only to
such bonds as are payable from the revenues of the Water System on a parity with the Series 2010B /C
Bonds and the Outstanding Bonds and are issued in accordance with the terms of said Sections 13 and 14.
Section 16. So long as any of the Series 2010B/C Bonds, the Outstanding Bonds or
Additional Bonds are outstanding, the City hereby covenants and agrees as follows:
(a) The City will maintain the Water System in good condition and will
continuously operate the same in a reasonable and efficient 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 Water
System so long as the revenues derived from the City's ownership of the properties
constituting the Water System shall be sufficient to fulfill this City's obligations under
Section 12 of this Ordinance.
(b) The City will not grant any franchise or right to any person, firm or
corporation to own or operate a water system in competition with that owned by the
City.
(c) The City will maintain insurance on the property constituting the Water
System (other than such portions of the system as are not normally insured against loss
by casualty) in the amounts and against the risks customarily carried by similar
utilities, but including fire and extended coverage insurance in an amount which would
enable the City to repair, restore or replace the property damaged to the extent
necessary to make the Water System operable in an efficient and proper manner to
carry out the City's obligations under this Ordinance. The Mayor and Council shall
annually, within one month after the end of each fiscal year adopted by the City for the
Water System examine the amount of insurance carried with respect to the Water
System and shall evidence approval of such insurance by resolution. The proceeds of
any such insurance received by the City shall be used to repair, replace or restore the
property damaged or destroyed to the extent necessary to make the Water System
operable in an efficient and proper manner, and any amount of insurance proceeds not
32
so used shall be credited to the Retained Revenues 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. The City agrees to obtain and maintain so long as any of
the Series 2010B /C Bonds are outstanding, as and to the extent available from
insurance carriers authorized to provide insurance in the State of Nebraska, business
interruption insurance or loss of earnings insurance providing a monthly coverage
amount of not less than $123,500 for a covered period of not less than six months
(subject to actual loss experience).
(d) The City will keep proper books, records and accounts separate from all
other records and accounts in which complete and correct entries will be made of all
transactions relating to the Water System. The City will have its operating and
financial statements relating to the Water System audited annually by a certified public
accountant or firm of certified public accountants. The City will furnish to the original
purchaser of the Series 2010B /C 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 Water System, a copy of the financial statements of the Water
System and the report thereon of the certified public accountants.
(e) The City shall cause each person handling any of the monies in the Blair
Water System Fund to be bonded by an insurance company licensed to do business in
Nebraska in an amount or amounts deemed sufficient to cover at all times the
maximum amount of money belonging to the Water System in the possession or
control of any such person. The amount of such bond or bonds shall be fixed by the
Mayor and Council and the costs thereof shall be paid as an operating and maintenance
expense from the Operation and Maintenance Account.
(f) So long as the City is current with all payments or credits required to be
made under Section 11 hereof and is also in compliance with the covenants of Section
12 hereof, the City may pay for water service used by it at such rate or rates as shall be
determined by the Mayor and Council. In the event that the City is not in compliance
with the provisions of said Sections 11 and 12 hereof, the City shall be required to pay
for water service used by it at the rate or rates applicable to such usage as fixed by the
City's water rate ordinances then in effect.
(g) The City covenants and agrees for the benefit of the registered owners of
the Series 2010B /C Bonds that it will observe all contractual obligations provided for
in the Outstanding Parity Bonds Ordinances and any agreement or agreements relating
to the loans from NDEQ evidenced by the Series 2000B Bond and the Series 2010
Bond.
(h) The City agrees that so long as the Series 2010B /C Bonds are outstanding
and unpaid it will keep in force and effect the Cargill Contract and will not amend the
provisions thereof in any manner which reduces amounts payable thereunder to any
level which would cause the City to be in violation of the provisions of Section 12 of
this Ordinance.
33
Section 17. 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
2010B/C 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 canceled by the City, or when
payment of the principal of and interest thereon to the respective date of maturity or redemption (a) shall
have been made or caused to be made in accordance with the terms thereof; or (b) shall have been
provided for by depositing with a national or state bank having trust powers, or trust company, in trust
solely for such payment (1) sufficient money to make such payment or (2) Deposit Securities in such
amount and bearing interest at such rates and payable at such time or times and maturing or redeemable at
stated fixed prices at the option of the holder as to principal at such time or times as will ensure the
availability of sufficient money to make such payment; provided, however, that with respect to any bond
to be paid prior to maturity, the City shall have duly given notice of redemption of such bonds as
provided by law or made irrevocable provisions for the giving of such notice. Any such money so
deposited with a bank or trust company may be invested and reinvested in Deposit Securities at the
direction of the City, and all interest and income from such Deposit Securities in the hands of such bank
or trust company in excess of the amount required to pay principal of and interest on the bonds for which
such monies were deposited, shall be paid over to the City as and when collected. For purposes of this
Section 17, any Deposit Securities shall be non - callable or callable only at the option of the holder.
Section 18. The terms and provisions of this Ordinance do and shall constitute a contract
between the City of Blair and the registered owners of the Series 2010B /C 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 2010B /C Bonds then outstanding, provided, however,
that neither the principal and interest to be paid upon any bond or the maturity date of any bond shall be
changed without the written consent of all registered owners of the Series 2010B /C Bonds then
outstanding affected thereby. The registered owner of any Series 2010B /C Bond or Bonds may, either in
law or in equity, by suit, action, mandamus or other proceeding, enforce or compel performance of any
34
and all of the acts and duties required by this Ordinance, and any court of competent jurisdiction may,
after default in payment of principal or interest or performance of any other obligations under this
Ordinance, on application of any such holder, appoint a receiver to take charge of the Water System and
operate the same and apply the earnings thereof to the payment of the principal of and interest on bonds
issued pursuant to this Ordinance in accordance with the provisions hereof, the provisions of the
Outstanding Parity Bonds Ordinances and any ordinance authorizing Additional Bonds.
Section 19. The Mayor and City Clerk of the City are hereby authorized to do all things and
execute all such documents as may by them be deemed necessary and proper to complete the issuance and
sale of the Series 2010B /C Bonds as contemplated by this Ordinance.
Section 20. The City hereby covenants to the purchasers and holders of the Series 2010B /C
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 2010B /C Bonds, which would cause the Series 2010B 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 but not with respect to any "substantial user" or "related person" as defined in Section 147 of
the Code) of interest payable on the Series 2010B Bonds, including payment of any rebate amount
required under Section 148 of the Code. The officers of the City (or any one or more of them) are hereby
authorized to make, execute and deliver (as appropriate) any allocations, certifications (including the Tax
Compliance Certificate in the form presented, the provisions of which shall be deemed representations
and warranties of the City fully as if set forth in this Ordinance), elections and filings deemed necessary
in connection with the maintaining the status of interest on the Series 2010B Bonds as excludable from
gross income under the Code.
Section 21. 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 undertakes that it will provide the following continuing disclosure information:
35
(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 (as and to the extent required by the Rule), notice of the
occurrence of any of the following events with respect to the Series 2010B /C 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)
(5)
unscheduled draws on credit enhancements reflecting financial
difficulties (there is no credit enhancement on the Series 2010B /C
Bonds),
substitution of credit or liquidity providers, or their failure to perform
(not applicable to the Series 2010B /C Bonds),
(6) adverse tax opinions or events affecting the tax - exempt status of the
Series 2010B Bonds,
(7) modifications to rights of the holders of the Series 2010B /C Bonds,
(8) bond calls,
(9) defeasances,
(10) release, substitution, or sale of property securing repayment of the Series 2010B
Bonds, and
(11) rating changes (the Series 2010B /C Bonds are not rated and no rating for
the Series 2010B /C 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 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 from the close of the City's fiscal year.
The City hereby agrees that all information required to be filed with the MSRB under the terms of this
continuing disclosure undertaking shall be provided for filing in such format and accompanied by such
36
identifying information as shall be prescribed by the MSRB. The City hereby 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 the covenants set forth in this Section 21 are for the benefit of the registered
owners of the Series 2010B /C 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 a default or an
event of default under this Ordinance. The continuing disclosure obligations of the City under this
Ordinance, as described in this Section 21, shall cease when none of the Series 2010B /C Bonds remain
outstanding.
Section 22. 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 23. The Preliminary Official Statement 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.
Section 24. The City Clerk is hereby directed to set the time and place for a hearing on the
issuance of the Series 2010B Bonds and to publish notice of such hearing for purposes of complying with
the requirements of Section 147(f) of the Code.
37
Section 25. This Ordinance shall be published in pamphlet form. This Ordinance is hereby
determined to be a measure necessary to carry out the City's contractual obligations as provided for in the
Series 2007A Notes and shall be in force and take effect from and after its passage and approval
according to law.
PASSED AND APPROVED this 24th day of August, 2010.
ATTEST:
pit Clerk
(SEAL)
i) w itAL
38
(: °°::a 4
ayor
the Mayor.
Motion for adjournment was duly made, seconded and on roll call vote was declared duly adopted by
I the undersigned City Clerk for the City of Blair, Nebraska, hereby certify that the foregoing is a
true and correct copy of the proceedings had and done by the Mayor and Council on August 24, 2010; that all
of the subjects included in the foregoing proceedings were contained in the agenda for the meeting, kept
continually current and readily available for public inspection at the office of the City Clerk; that such
subjects were contained in said agenda for at least twenty -four hours prior to said meeting; that a current copy
of the Nebraska Open Meetings Act was available and accessible to members of the public, publicly
announced and posted during such meeting in the room in which such meeting was held; that at least one
copy of all reproducible material discussed at the meeting was available at the meeting for examination and
copying by members of the public; that the said minutes from which the foregoing proceedings have been
extracted were in written form and available for public inspection within ten working days and prior to the
next convened meeting of said body; that all news media requesting notification concerning meetings of said
body were provided advance notification of the time and place of said meeting and the subjects to be
discussed at said meeting.