2211ORDINANCE NO. 2211
AN ORDINANCE AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION REFUNDING
BONDS OF THE CITY OF BLAIR, NEBRASKA, IN THE PRINCIPAL AMOUNT OF THREE MILLION
ONE HUNDRED FIFTY THOUSAND DOLLARS ($3,150,000) FOR THE PURPOSE OF PAYING AND
REDEEMING $465,000 OF THE CITY'S OUTSTANDING GENERAL OBLIGATION VARIOUS
PURPOSE BONDS, SERIES 2005, DATE OF ORIGINAL ISSUE — JULY 19, 2005, $375,000 OF THE
CITY'S OUTSTANDING GENERAL OBLIGATION VARIOUS PURPOSE BONDS, SERIES 2006,
DATE OF ORIGINAL ISSUE — JUNE 15, 2006, AND $2,150,000 OF THE CITY'S OUTSTANDING
GENERAL OBLIGATION VARIOUS PURPOSE BONDS, SERIES 2007, DATE OF ORIGINAL ISSUE —
SEPTEMBER 28, 2007; DIRECTING THE APPLICATION OF THE PROCEEDS OF SAID BONDS;
PRESCRIBING THE FORM OF SAID BONDS; PROVIDING FOR THE LEVY AND COLLECTION OF
TAXES TO PAY THE SAME; PROVIDING FOR THE SALE OF THE BONDS; AUTHORIZING THE
DELIVERY OF THE BONDS TO THE PURCHASER; AND ORDERING THE ORDINANCE
PUBLISHED IN PAMPHLET FORM.
BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF BLAIR, NEBRASKA:
Section 1. The Mayor and City Council hereby find and determine that there have been heretofore
issued and are now outstanding and unpaid valid and interest bearing bonds of the City of Blair, Nebraska, as
follows:
a. General Obligation Various Purpose Bonds, Series 2005, date of original issue — July 19, 2005, in
the principal amount of Four Hundred Sixty -five, Thousand Dollars ($465,000), numbered as
shown on the books of the Paying Agent and Registrar, and becoming due and bearing interest as
follows:
Principal Amount
Maturity Date
Interest Rate
CUSIP No.
$ 90,000
October 15, 2012
3.60%
093005 FT 8
90,000
October 15, 2013
3.70
093005 FU 5
9500
October 15, 2014
3.80
093005 FV 3
95,000
October 15, 2015
3.90
093005 FW 1
20,000
October 15, 2016
4.00
093005 FX 9
25,000
October 15, 2017
4.10
093005 FY 7
2500
October 15 2018
4.20
093005 FZ 4
25,000
October 15, 2019
4.25
093005 GA 8
Said bonds are hereinafter referred to as the "2005 Current Called Outstanding Bonds."
The 2005 Current Called Outstanding Bonds are subject to redemption at anytime on or after July
19 2010, at par and accrued interest, and said interest is payable semiannually.
Proceeds of said 2005 Current Called Outstanding Bonds were used to provide for the redemption
on October 15, 2005, of $690,000 principal amount of outstanding General Obligation Various
Purpose Bonds, Series 2000, of the City, date of original issue - October 17, 2000, pay the cost of
street improvements in Gap Paving Project No. 182, pay the cost of water improvements in Water
Extension District No. 42 and pay the cost of sewer improvements in Sanitary Sewer Extension
District Nos. 61, 62 and 63.
b. General Obligation Various Purpose Bonds, Series 2006, date of original issue — June 15, 2006, in
the principal amount of Three Hundred Seventy -five Thousand Dollars ($375,000), numbered as
shown on the books of the Paying Agent and Registrar, and becoming due and bearing interest as
follows:
Principal Amount
Maturity Date
Interest Rate
CUSIP No.
$ 70,000
June 15, 2012
4.00%
093005 GG 5
70,000
June 15, 2013
4.10
093005 GH 3
75,000
June 15, 2014
4.20
093005 GJ 9
80,000
June 15, 2015
4.30
093005 GK 6
80,000
June 15, 2016
4.35
093005 GL 4
Said bonds are hereinafter referred to as the "2006 Current Called Outstanding Bonds."
The 2006 Current Called Outstanding Bonds are subject to redemption at any time on or after June
15, 2011, at par and accrued interest, and said interest is payable semiannually.
The proceeds of the 2006 Current Called Outstanding Bonds were used to pay the cost of
improving streets and alleys, intersections and areas formed by the crossing of streets, avenues or
alleys and streets adjacent to real estate owned by the City in Paving District Nos. 184 and 185; pay
the cost of street improvements and related integral storm sewer improvements in Gap Paving
Project No. 183; pay the costs of flood control improvements related to said project; pay the cost of
water improvements in Water Extension District Nos. 43 and 44; and pay the costs of sewer
improvements in Sanitary Sewer Extension District Nos. 64, 65 and 66.
The 2005 Current Called Outstanding Bonds and the 2006 Current Called Outstanding Bonds are
sometimes hereinafter referred to collectively as the "Current Called Outstanding Bonds."
c. General Obligation Various Purpose Bonds, Series 2007, date of original issue September 28,
2007, in the principal amount of Two Million Two Hundred Ninety Thousand Dollars
($2,290,000), numbered as shown on the books of the Paying Agent and Registrar, and becoming
due and bearing interest as follows:
Principal Amount
Maturity Date
Interest Rate
CUSIP No.
$140,000
September 15, 2012
3.90%
093005 GR1
150,000
September 15, 2013
3.95
093005 GS 9
1 10,000
September 15, 2014
4.05
093005 GT 7
110,000
September 15, 2015
4.15
093005 GU 4
110,000
September 15, 2016
4.25
093005 GV 2
120,000
September 15, 2017
4.35
093005 GW 0
125,000
September 15, 2018
4.45
093005 GX 8
130,000
September 15, 2019
4.55
093005 GY 6
135,000
September 15, 2020
4.65
093005 GZ 3
145,000
September 15, 2021
4.75
093005 HA 7
150,000
September 15, 2022
4.80
093005 HB 5
865,000
September 15, 2027
5.00
093005 HC 3
Said bonds are hereinafter referred to as the "2007 Bonds."
0)
The 2007 Bonds maturing on or after September 15, 2013 are subject to redemption at any time on
or after September 28, 2012, at par and accrued interest, and said interest is payable semiannually.
The proceeds of the 2007 Bonds were used to pay the cost of improving streets and alleys,
intersections and areas formed by the crossing of streets, avenues or alleys and streets adjacent to
real estate owned by the City in Paving/Street Improvement District Nos. 186, 187, 188 and 189;
pay the cost of water improvements in Water Extension District Nos. 45, 46 and 47; pay the costs
of sewer improvements in Sanitary Sewer Extension District Nos. 68, 69 and 70; pay the cost of
storm sewer improvements in Storm Water Sewer District No. 1; and pay the cost of sidewalk
improvements in Sidewalk District Nos. 2005 -1, 2005 -2 and 2005 -3.
The Current Called Outstanding Bonds are valid, interest bearing obligations of the City of Blair, Nebraska,
and have been called for redemption on November 15, 2011. The 2007 Bonds are valid interest bearing
obligations of the City of Blair, Nebraska and said bonds maturing serially September 15, 2013 through
September 15, 2022, and term bonds maturing September 15, 2027 (together, the "2007 Advance Refunded
Outstanding Bonds ") have been called for redemption on September 28, 2012. Since the Current Called
Outstanding Bonds and the 2007 Advance Refunded Outstanding Bonds were issued, the rates of interest have
so declined in the markets that by taking up and paying off said Current Called Outstanding Bonds and 2007
Advance Refunded Outstanding Bonds on said respective call dates, a substantial savings in the amount of
yearly running interest will be made to the City; that for the purpose of redeeming the Current Called
Outstanding Bonds and the 2007 Advance Refunded Outstanding Bonds, it is for the best interest of the City to
issue general obligation refunding bonds of the City in the principal amount of $3,150,000; that all conditions,
acts and things required to exist or to be done precedent to the issuance of refunding bonds of the City of Blair,
Nebraska, in the principal amount of Three Million One Hundred Fifty Thousand Dollars ($3,150,000),
pursuant to Section 10 -142 R.R.S. Neb. 2007, do exist and have been done as required by law.
Section 2. To provide for the refunding of the Current Called Outstanding Bonds and the 2007
Advance Refunded Outstanding Bonds as set forth in Section 1 hereof, there shall be and there are hereby
ordered issued General Obligation Refunding Bonds, Series 2011, of the City of Blair, Nebraska, in the
principal amount of Three Million One Hundred Fifty Thousand Dollars ($3,150,000) (the "Series 2011
Bonds ") with said bonds bearing interest at the rates per annum (said interest to be computed on the basis of a
360 -day year consisting of twelve 30 -day months) and maturing on September 15 of each year in the principal
amounts as follows:
Principal
Date of Maturity
Interest Rate
$ 75,000
September 15, 2012
0.450%
260,000
September 15, 2013
0.600
320,000
September 15, 2014
0.750
31500
September 15, 2015
0.950
315,000
September 15, 2016
1.300
160,000
September 15, 2017
1.600
175,000
September 15, 2018
1.850
175,000
September 15, 2019
2.150
155,000
September 15, 2020
2.400
160,000
September 15, 2021
2.550
165,000
September 15, 2022
2.700
165,000
September 15, 2023
2.900
170,000
September 15, 2024
3.100
175,000
September 15, 2025
3.300
180
September 15, 2026
3.450
185,000
September 15, 2027
3.600
The Series 2011 Bonds shall be issued in fully registered form in the denomination of $5,000 or any integral
multiple thereof. The Series 2011 Bonds shall bear as the date of original issue the date of delivery thereof.
Interest on the Series 2011 Bonds, at the respective rates for each maturity, shall be payable semiannually on
March 15 and September 15 of each year, commencing March 15, 2012 (each of said dates an "Interest
Payment Date ") and the Series 2011 Bonds shall bear such interest from the date of original issue or the most
recent Interest Payment Date, whichever is later. The interest due on each Interest Payment Date shall be
payable to the registered owners of record as of the. close of business on the last business day of the month
immediately preceding the month in which the Interest Payment Date occurs (the "Record Date "), subject to
the provisions of Section 4 hereof. The Series 2011 Bonds shall be numbered from 1 upwards in the order of
their issuance. No Series 2011 Bond shall be issued originally or upon transfer or partial redemption having
more than one principal maturity. The initial bond numbering and principal amounts for each of the Series
2011 Bonds issued shall be designated by the City's Treasurer as directed by the initial purchaser thereof.
Payments of interest due on the Series 2011 Bonds prior to maturity or date of redemption shall be made by the
Paying Agent and Registrar, as designated pursuant to Section 3 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 2011 Bond,
4
as of the Record Date for such Interest Payment Date, to such owner's registered address as shown on the
books of registration as required to be maintained in Section 3 hereof. Payments of principal and accrued
interest thereon due at maturity or at any date fixed for redemption prior to maturity shall be made by said
Paying Agent and Registrar to the registered owners upon presentation and surrender of the Series 2011 Bonds
to said Paying Agent and Registrar. The City and said Paying Agent and Registrar may treat the registered
owner of any Series 2011 Bond as the absolute owner of such Series 2011 Bond for the purpose of making
payments thereon and for all other purposes and neither the City nor the Paying Agent and Registrar shall be
affected by any notice or knowledge to the contrary, whether such Series 2011 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 2011 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 2011 Bonds or claims for interest to the extent of the sum or sums so paid.
Section 3. The City Treasurer is hereby designated as the Paying Agent and Registrar for the Series
2011 Bonds provided that the City reserves the right to designate a bank or trust company to serve in such
capacity and upon such agreed terms as shall be determined by the Mayor and Council. The Paying Agent and
Registrar shall keep and maintain for the City books for the registration and transfer of the Series 2011 Bonds
at the City offices. The names and registered addresses of the registered owner or owners of the Series 2011
Bonds shall at all times be recorded in such books. Any Series 2011 Bond may be transferred pursuant to its
provisions at the office of said Paying Agent and Registrar by surrender of such Series 2011 Bond for
cancellation, accompanied by a written instrument of transfer, in form satisfactory to said Paying Agent and
Registrar, duly executed by the registered owner in person or by such owner's duly authorized agent, and
thereupon the Paying Agent and Registrar on behalf of the City will deliver at its office (or send by registered
mail to the transferee owner or owners thereof at such transferee owner's or owners' risk and expense),
registered in the name of such transferee owner or owners, a new Series 2011 Bond or Series 2011 Bonds of
the same interest rate, aggregate principal amount and maturity. To the extent of the denominations authorized
for the Series 2011 Bonds by this Ordinance, one Series 2011 Bond may be transferred for several such Series
2011 Bonds of the same interest rate and maturity, and for a like aggregate principal amount, and several such
Series 2011 Bonds may be transferred for one or several such Series 2011 Bonds, respectively, of the same
interest rate and maturity and for a like aggregate principal amount. In every case of transfer of a Series 2011
Bond, the surrendered Series 2011 Bond shall be canceled and destroyed. All Series 2011 Bonds issued upon
transfer of the Series 2011 Bonds so surrendered shall be valid obligations of the City evidencing the same
obligations as the Series 2011 Bonds surrendered and shall be entitled to all the benefits and protection of this
Ordinance to the same extent as the Series 2011 Bonds upon transfer of which they were delivered. The City
and said Paying Agent and Registrar shall not be required to transfer any Series 2011 Bond during any period
from any Record Date until its immediately following Interest Payment Date or to transfer any Series 2011
Bond called for redemption for a period of 30 days next preceding the date fixed for redemption.
Section 4. In the event that payments of interest due on the Series 2011 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 2011 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 5. If the date for payment of the principal of or interest on the Series 2011 Bonds shall be a
Saturday, Sunday, legal holiday or a day on which banking institutions in the City of Blair, Nebraska, are
authorized by law or executive order to close, then the date for such payment shall be the next succeeding day
which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to
close, and payment on such day shall have the same force and effect as if made on the nominal date of
payment.
Section 6. Series 2011 Bonds maturing September 15, 2017 and thereafter shall be subject to
redemption, in whole or in part, prior to maturity at any time on or after the fifth anniversary of the date of
original issue thereof, at par plus accrued interest on the principal amount redeemed to the date fixed for
redemption. The City may select the Series 2011 Bonds to be redeemed in its sole discretion but the Series
2011 Bonds shall be redeemed only in amounts of $5,000 or integral multiples thereof. Series 2011 Bonds
redeemed in part only shall be surrendered to said Paying Agent and Registrar in exchange for new Series 2011
Bonds evidencing the unredeemed principal thereof. Notice of redemption of any Series 2011 Bond called for
C
redemption shall be given at the direction of the City by said Paying Agent and Registrar by mail not less than
30 days prior to the date fixed for redemption, first class, postage prepaid, sent to the registered owner of such
Series 2011 Bond at said owner's registered address. Such notice shall designate the Series 2011 Bond or
Series 2011 Bonds to be redeemed by maturity or otherwise, the date of original issue and the date fixed for
redemption and shall state that such Series 2011 Bond or Series 2011 Bonds are to be presented for
prepayment at the office of said Paying Agent and Registrar. In case of any Series 2011 Bond partially
redeemed, such notice shall specify the portion of the principal amount of such Series 2011 Bond to be
redeemed. No defect in the mailing of notice for any Series 2011 Bond shall affect the sufficiency of the
proceedings of the City designating the Series 2011 Bonds called for redemption or the effectiveness of such
call for Series 2011 Bonds for which notice by mail has been properly given and the City shall have the right to
further direct notice of redemption for any such Series 2011 Bond for which defective notice has been given.
Section 7. The Series 2011 Bonds shall be in substantially the following form:
7
UNITED STATES OF AMERICA
STATE OF NEBRASKA
COUNTY OF WASHINGTON
GENERAL OBLIGATION REFUNDING BOND
OF THE CITY OF BLAIR, NEBRASKA
SERIES 2011
No.
Interest Rate Maturity Date
September 15,
Date of Original Issue CUSIP No.
November 15, 2011
Registered Owner:
Principal Amount:
Dollars ($
KNOW ALL PERSONS BY THESE PRESENTS: That the City of Blair, in the County of
Washington, in the State of Nebraska, hereby acknowledges itself to owe and for value received promises to
pay to the registered owner specified above, or registered assigns, the principal amount specified above in
lawful money of the United States of America on the date of maturity specified above with interest thereon to
maturity (or earlier redemption) from the date of original issue or most recent Interest Payment Date, whichever
is later, at the rate per annum specified above, payable semiannually on March 15 and September 15 of each
year, commencing March 15, 2012 (each of said dates an "Interest Payment Date "). Said interest shall be
computed on the basis of a 360 -day year consisting of twelve 30 -day months. The principal hereof and unpaid
accrued interest thereon due at maturity or upon redemption prior to maturity are payable upon presentation
and surrender of this bond at the office of the City Treasurer, the Paying Agent and Registrar, in Blair,
Nebraska. Interest on this bond due prior to maturity or earlier redemption will be paid on each Interest
Payment Date by a check or draft mailed by the Paying Agent and Registrar to the registered owner of this
bond, as shown on the books of record maintained by the Paying Agent and Registrar, at the close of business
on the last business day of the month immediately preceding the month in which the Interest Payment Date
occurs, to such owner's registered address as shown on such books and records. Any interest not so timely
paid shall cease to be payable to the person entitled thereto as of the record date such interest was payable, and
shall be payable to the person who is the registered owner of this bond (or of one or more predecessor bonds
hereto) on such special record date for payment of such defaulted interest as shall be fixed by the Paying Agent
and Registrar whenever monies for such purpose become available.
This bond is one of an issue of fully registered bonds of the total principal amount of Three Million
One Hundred Fifty Thousand Dollars ($3,150,000), of even date and like tenor except as to date of maturity,
rate of interest and denomination which were issued by the City for the purpose of providing funds which,
along with City funds on hand, will refund $465,000 of General Obligation Various Purpose Bonds, Series
2005, of the City, date of original issue — July 19, 2005, $375,000 of General Obligation Various Purpose
Bonds, Series 2006, of the City, date of original issue — June 15, 2006 and $2,150,000 of General Obligation
Various Purpose Bonds, Series 2007, of the City, date of original issue — September 28, 2007, all pursuant to
Section 10 -142, R.R.S. Neb. 2007, as amended. The issuance of said bonds has been authorized by
proceedings duly had and an ordinance legally passed, approved and published by the Mayor and Council of
said City (the "Ordinance ").
Bonds of this issue maturing September 15, 2017, and thereafter are subject to redemption at the
option of the City, in whole or in part, at any time on or after the fifth anniversary of the date of original issue
thereof, at par plus interest accrued on the principal amount redeemed to the date fixed for redemption. Notice
8
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. Individual bonds may be redeemed in part but only
in $5,000 amounts or integral multiples thereof.
This bond is transferable by the registered owner or such owner's attorney duly authorized in writing at
the office of the Paying Agent and Registrar upon surrender and cancellation of this bond, and thereupon a new
bond or bonds of the same aggregate principal amount, interest rate and maturity will be issued to the
transferee as provided in the Ordinance, subject to the limitations therein prescribed. The City, the Paying
Agent and Registrar and any other person may treat the person in whose name this bond is registered as the
absolute owner hereof for the purpose of receiving payment due hereunder and for all purposes and shall not be
affected by any notice to the contrary, whether this bond be overdue or not.
If the date for payment of the principal of or interest on this bond shall be a Saturday, Sunday, legal
holiday or a day on which banking institutions in the City of Blair, Nebraska, are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and
payment on such day shall have the same force and effect as if made on the nominal date of payment.
IT IS HEREBY CERTIFIED AND WARRANTED that all conditions, acts and things required by law
to exist or to be done precedent to and in the issuance of this bond and in the issuance of the bonds refunded
hereby did exist, did happen and were done and performed in regular and due form and time as required by law
and that the indebtedness of said City, including this bond, does not exceed any limitation imposed by law.
The City agrees that it will cause to be levied and collected annually a tax by valuation on all the taxable
property in the City, in addition to all other taxes, sufficient in rate and amount to pay the principal and interest
of said bonds as the same become - due.
AS PROVIDED IN THE ORDINANCE REFERRED TO HEREIN, UNTIL THE TERMINATION
OF THE SYSTEM OF BOOK - ENTRY -ONLY TRANSFERS THROUGH THE DEPOSITORY TRUST
COMPANY, NEW YORK, NEW YORK (TOGETHER WITH ANY SUCCESSOR SECURITIES
DEPOSITORY APPOINTED PURSUANT TO THE ORDINANCE, "DTC "), AND NOTWITHSTANDING
ANY OTHER PROVISIONS OF THE ORDINANCE TO THE CONTRARY, A PORTION OF THE
PRINCIPAL AMOUNT OF THIS BOND MAY BE PAID OR REDEEMED WITHOUT SURRENDER
HEREOF TO THE PAYING AGENT AND REGISTRAR. ' DTC OR A NOMINEE, TRANSFEREE OR
ASSIGNEE OF DTC OF THIS BOND MAY NOT RELY UPON THE PRINCIPAL AMOUNT 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.
I
This bond shall not be valid and binding on the City until authenticated by the Paying Agent and
Registrar.
IN WITNESS WHEREOF, the Mayor and Council of the City of Blair, Nebraska, have caused this
bond to be executed on behalf of the City with the facsimile signatures of the Mayor and the City Clerk and by
causing the official seal of the City to be imprinted hereon or affixed hereto, all as of the date of original issue
specified above.
CITY OF BLAIR, NEBRASKA
(Facsimile signature)
Mayor
ATTEST:
(Facsimile signature)
City Clerk
(SEAL)
10
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.
City Treasurer,
Paying Agent and Registrar
for the City of Blair, Nebraska
(Form of Assignment)
For value received hereby sells, assigns and transfers unto
(Social Security or Taxpayer
I.D. No. ) the within bond and hereby irrevocably constitutes and appoints
attorney, to transfer the same on the books of registration in the office of the
within mentioned Paying Agent and Registrar with full power of substitution in the premises.
Dated:
Registered Owner(s)
Signature Guaranteed
By
Authorized Officer(s)
Note: The signature(s) on this assignment MUST CORRESPOND with the name(s) as written on the
face of the within bond in every particular, without alteration, enlargement or any change whatsoever, and must
be guaranteed by a commercial bank or a trust company or by a firm having membership on the New York,
Midwest or other stock exchange.
11
Section 8. Each of the Series 2011 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 2011
Bonds shall be issued initially as "book- entry- only" bonds under the services of The Depository Trust
Company (the "Depository "), with one typewritten bond per maturity being issued to the Depository. In such
connection said officers are authorized to execute and deliver a Letter of Representations (the "Letter of
Representations ") in the form required by the Depository (which may be in the form of a blanket letter,
including any such letter previously executed and delivered), for and on behalf of the City, which shall
thereafter govern matters with respect to registration, transfer, payment and redemption of the Series 2011
Bonds. With respect to the issuance of the Series 2011 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 2011 Bonds as securities depository (each, a "Bond Participant ") or to any person
who is an actual purchaser of a Series 2011 Bond from a Bond Participant while the Series
2011 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 2011 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 2011 Bonds, including any notice of redemption; or
(iii) the payment to any Bond Participant, any Beneficial Owner or
any other person, other than the Depository, of any amount with respect to
the Series 2011 Bonds. The Paying Agent and Registrar shall make
payments with respect to the Series 2011 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 2011 Bonds to the extent of the sum or sums so paid. No person
other than the Depository shall receive an authenticated Bond, except as
provided in (e) below.
(b) Upon receipt by the Paying Agent and Registrar of written notice from the
Depository to the effect that the Depository is unable or unwilling to discharge its
responsibilities, the Paying Agent and Registrar shall issue, transfer and exchange Series 2011
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
12
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 2011 Bonds or (ii) to
make available Series 2011 Bonds registered 'in whatever name or names as the Beneficial
Owners transferring or exchanging such Series 2011 Bonds shall designate.
(c) If the City determines that it is desirable that certificates representing the Series
2011 Bonds be delivered to the ultimate beneficial owners of the Series 2011 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 2011 Bonds.
In such event, the Paying Agent and Registrar shall issue, transfer and exchange bond
certificates representing the Series 2011 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 2011 Bond is registered in the name of the Depository or any nominee thereof,
all payments with respect to such Series 2011 Bond and all notices with respect to such Series
2011 Bond shall be made and given, respectively, to the Depository as provided in the Letter
of Representations.
(e) Registered ownership of the Series 2011 Bonds may be transferred on the books
of registration maintained by the Paying Agent and Registrar, and the Series 2011 Bonds may
be delivered in physical form to the following:
(i) any successor securities depository or its nominee; or
(ii) any person, upon (A) the resignation of the Depository from its
functions as depository or (B) termination of the use of the Depository
pursuant to this Section.
(f) In the event of any partial redemption of a Series 2011 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 2011
Bonds issued to the Depository or its nominee shall contain a legend to such effect.
If for any reason the Depository is terminated or resigns and is not replaced, the City shall immediately provide
a supply of printed bond certificates, duly executed by manual or facsimile signatures of the Mayor and City
Clerk and sealed with the City's seal, for issuance upon the transfers from the Depository and subsequent
transfers or in the event of partial redemption. In the event that such supply of certificates shall be insufficient
to meet the requirements of the Paying Agent and Registrar for issuance of replacement certificates upon
transfer or partial redemption, the City agrees to order printed an additional supply of such certificates and to
direct their execution by manual or facsimile signatures of its then duly qualified and acting Mayor and City
13
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 2011 Bond shall cease to be such officer before the delivery of
such bond (including such certificates delivered to the Paying Agent and Registrar for issuance upon transfer
or partial redemption), such signature or such facsimile signature shall nevertheless be valid and sufficient for
all purposes the same as if such officer or officers had remained in office until the delivery of such bond. The
Series 2011 Bonds shall not be valid and binding on the City until authenticated by the Paying Agent and
Registrar. The Series 2011 Bonds shall be delivered to the Paying Agent and Registrar for registration and
authentication. Upon execution, registration, and authentication of the Series 2011 Bonds, they shall be
delivered to the City Treasurer, who is authorized to deliver them to Ameritas Investment Corp., as initial
purchaser thereof. The Series 2011 Bonds are hereby sold to said purchaser for the sum of $3,110,625.00, plus
accrued interest, if any, thereon to date of payment and delivery. Such purchaser and its agents, representatives
and 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 2011 Bonds, including without limitation, authorizing the
release of the Series 2011 Bonds by the Depository at closing. Said initial purchaser shall have the right to
direct the registration of the Series 2011 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 to execute
and deliver the Bond Purchase Agreement for and on behalf of the City in the form presented herewith. The
Treasurer of the City shall maintain a record of information with respect to the Series 2011 Bonds as required
under Section 10 -140, R.R.S. 2007, and shall cause the same to be filed in the office of the Auditor of Public
Accounts of the State of Nebraska. The City Clerk shall make and certify a duplicate transcript of the
proceedings of the Mayor and Council with respect to the Series 2011 Bonds which shall be delivered to said
purchaser. The officers of the City are further authorized to take such actions as such officers may deem
necessary or appropriate in order to carry out the terms of this Ordinance.
Section 9. The proceeds of the Series 2011 Bonds herein authorized shall be applied to: (a) the
payment and satisfaction of principal of and interest on the Current Called Outstanding Bonds as called for
redemption on November 15, 2011, as described in Section 1 hereof; (b) the payment of principal of and
14
interest on the 2007 Advance Refunded Outstanding Bonds as the same fall due on and prior to September 28,
2012; and (c) the payment of costs of issuance of the Series 2011 Bonds. Accrued interest received from the
sale of the Series 2011 Bonds, if any, shall be applied to the payment of interest falling due on the Series 2011
Bonds on March 15, 2012. All of the proceeds of the Series 2011 Bonds remaining after payment of costs of
issuance and payment and satisfaction of principal of and interest on the Current Called Outstanding Bonds as
called for redemption on the November 15, 2011, together with such other available funds of the City as may
be required to fully fund the escrow for the 2007 Advance Refunded Outstanding Bonds, shall be set aside
and held and invested in a special trust account for payment of the 2007 Advance Refunded Outstanding
Bonds which is hereby ordered established. The Fremont National Bank and Trust Company, in Fremont,
Nebraska, is hereby designated to serve as the escrow agent ( "Escrow Agent "), to have custody and
safekeeping of the funds and investments which are to be set aside for the payment of the 2007 Advance
Refunded Outstanding Bonds. For purposes of governing such escrow account and the holding and application
of such funds and investments, the City shall enter into a contract entitled "Escrow Agreement" with the
Escrow Agent. The Mayor and City Clerk are hereby authorized and directed to execute and deliver on behalf
of the City said Escrow Agreement, including necessary counterparts, in substantially the form and content as
presented to the meeting at which this Ordinance is passed, but with such changes and modifications therein as
to them seem necessary, desirable, or appropriate for and on behalf of the City. Said Mayor and City Clerk are
further authorized to approve the investments provided for in said Escrow Agreement, and to make any
necessary subscriptions for United States Treasury Securities, State and Local Government Series, or to
contract for the purchase of securities in the open market. Said proceeds shall be invested in obligations of the
United States Government, direct or guaranteed, including United States Treasury Securities, State and Local
Government Series. To the extent that such proceeds are held in a bank depository account, such deposits shall
be insured by insurance of the Federal Deposit Insurance Corporation or, to the extent not fully insured, fully
collateralized in the same manner as is required for deposit of public funds. Any investment from the proceeds
of the Series 2011 Bonds herein authorized shall mature not later than September 28, 2012. As provided in
said Escrow Agreement, a portion of the proceeds of the Series 2011 Bonds herein authorized and investment
15
earnings thereon shall be applied to the payment of the principal of and interest on the 2007 Advance
Refunded Outstanding Bonds as the same become due on and prior to the September 28, 2012, and as called
for redemption on the September 28, 2012. The City agrees that on the date of issuance of the Series 2011
Bonds, or as soon thereafter as practicable, it shall deposit or otherwise have on hand with the Escrow Agent
from City funds on hand sufficient after taking into consideration available proceeds ofthe Series 2011 Bonds
and investment earnings to provide funds for all payments due on the 2007 Advance Refunded Outstanding
Bonds on or before September 28, 2012, and as called for redemption on September 28, 2012. The City
hereby covenants and agrees to take all steps necessary and appropriate, including transfer and deposit of any
additional required funds, to provide for the calling and redemption of the Current Call Outstanding Bonds on
November 15, 2011, and on the 2007 Advance Refunded Outstanding Bonds on September 28, 2012.
Section 10. The holders of the Series 2011 Bonds shall be subrogated to all rights ofthe holders ofthe
Current Called Outstanding Bonds and on the 2007 Advance Refunded Outstanding Bonds from and after their
payment and redemption prior to and on their respective redemption dates. The City agrees that it shall cause to
be levied and collected annually a special levy of taxes on all the taxable property in the City, in addition to all
other taxes, sufficient in rate and amount to fully pay the principal and interest of the Series 2011 Bonds when
and as such principal and interest become due.
Section 11. The City hereby covenants to the purchasers and holders of the Series 2011 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 2011 Bonds, which would cause the Series 2011 Bonds to be arbitrage bonds within- the
meaning of Sections 103(b) and 148 of the Internal Revenue Code of 1986, as amended (the "Code "), and
further covenants to comply with said Sections 103(b) and 148 and all applicable regulations thereunder
throughout the term of said bond issue. The City hereby covenants and agrees to take all actions necessary
under the Code to maintain the tax exempt status (as to taxpayers generally) of interest payable on the Series
2011 Bonds. The City hereby designates the Series 2011 Bonds as its "qualified tax - exempt obligations"
pursuant to Section 265(b)(3)(B)(i)(III) of the Code and covenants and warrants that it does not reasonably
16
expect to issue tax - exempt bonds or other tax - exempt interest bearing obligations aggregating in principal
amount more than $10,000,000 during calendar 2011 (taking into consideration the exception for current
refunding issues), provided that the amount of the Series 2011 Bonds hereby designated shall be reduced as
and to the extent that a portion of the Series 2011 Bonds may be determined to be "deemed designated" in
accordance with the provisions of Section 265(b)(3)(D) of the Code. The Mayor and /or City Treasurer are
hereby authorized to make any and all elections or allocations deemed necessary by them in connection with
the issuance, designation (or deemed designation) and tax - exempt status of interest on the Series 2011 Bonds.
Section 12. The City's obligations under this Ordinance with respect to any or all of the Series 2011
Bonds herein authorized shall be fully discharged and satisfied as to any or all of such Series 2011 Bonds and
any such Series 2011 Bond shall no longer be deemed to be outstanding hereunder if such Series 2011 Bond
has been purchased by the City and canceled or when the payment of the principal of and interest thereon to
the respective date of maturity or redemption (a) shall have been made or caused to be made in accordance
with the terms thereof or (b) shall have been provided for by depositing with a national or state bank having
trust powers, or trust company, in trust, solely for such payment (i) sufficient money to make such payment
and /or (ii) direct general obligations ('including obligations issued or held in book entry form on the books of
the Department of Treasury of the United States of America) of or obligations the principal and interest of
which are unconditionally guaranteed by the United States of America (herein referred to as "U.S. Government
Obligations ") in such amount and bearing interest payable and maturing or redeemable at stated fixed prices at
the option of the holder as to principal, at such time or times, as will ensure the availability of sufficient money
to make such payment; provided, however, that with respect to any Series 2011 Bond to be paid prior to
maturity, the City shall have duly called such bond for redemption and given notice of such redemption as
provided by law or made irrevocable provision for the giving of such notice. Any money so deposited with
such bank or trust company may be invested or reinvested in U.S. Government Obligations at the direction of
the City, and all interest and income from U.S. Government Obligations in the hands of such bank or trust
company in excess of the amount required to pay principal of and interest on the Series 2011 Bonds for which
such monies or U.S. Government Obligations were deposited shall be paid over to the City as and when
17
collected.
Section 13. In accordance with the requirements of Rule 15c2 -12 (the "Rule ") promulgated by the
Securities and Exchange Commission, the City, being the only "obligated person" with respect to the Series
2011 Bonds, agrees that it will provide the following continuing disclosure information to the Municipal
Securities Rulemaking Board (the "MSRB ") in an electronic format as prescribed by the MSRB:
(a) not later than seven months after the end of each fiscal year of the City (the "Delivery Date "),
financial information or operating data for the City of the type accompanying the audited financial
statements of the City entitled "Management's Discussion and Analysis" ( "Annual Financial
Information ");
(b) when and if available, audited financial statements for the City; audited financial information
shall be prepared on the basis of generally accepted accounting principles; and
(c) in a timely manner not in excess of ten business days after the occurrence of the event, notice
of the occurrence of any of the following events with respect to the Series 2011 Bonds:
(1) principal and interest payment delinquencies;
(2) non - payment related defaults, if material;
(3) unscheduled draws on debt service reserves reflecting financial difficulties
(there are no debt service reserves established for the Series 2011 Bonds under the terms
of the Ordinance);
(4) unscheduled draws on credit enhancements reflecting financial difficulties
(not applicable to the Series 2011 Bonds);
(5) substitution of credit or liquidity providers, or their failure to perform (not
applicable to the Series 2011 Bonds);
(6) adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 -
TEB) or other material notices or determinations with respect to the tax status of the Series
2011 Bonds, or other material events affecting the tax status of the Series 2011 Bonds;
(7) modifications to rights of the holders of the Series 2011 Bonds, if material;
(8) bond calls, if material, and tender offers;
(9) defeasances;
(10) release, substitution, or sale of property securing repayment of the Series
2011 Bonds, if material;
(11) rating changes (the Series 2011 Bonds are not rated and no rating for the
18
Series 2011 Bonds is expected to be requested);
(12) bankruptcy, insolvency, receivership or similar events of the City (this event
is considered to occur when any of the following occur: the appointment of a receiver,
fiscal agent or similar officer for the City in a proceeding under the U.S. Bankruptcy Code
or in any other proceeding under state or federal law in which a court or governmental
authority has assumed jurisdiction over substantially all of the assets or business of the
City, or if such jurisdiction has been assumed by leaving the existing governing body and
officials or officers in possession but subject to the supervision and orders of a court or
governmental authority, or the entry of an order confirming a plan of reorganization,
arrangement or liquidation by a court or governmental authority having supervision or
jurisdiction over substantially all of the assets or business of the City);
(13) the consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of the assets of the City, other than in the ordinary
course of business, the entry into a definitive agreement to undertake such an action or the
termination of a definitive agreement relating to any such actions, other than pursuant to
its terms, if material;
(14) appointment of a successor or additional trustee or the change of name of a
trustee, if material.
The City has not undertaken to provide notice of the occurrence of any other event, except the
events listed above.
(d) in a timely manner, notice of any failure on the part of the City to provide Annual
Financial Information not later than the Delivery Date.
The City agrees that all documents provided to the MSRB under the terms of this continuing disclosure
undertaking shall be in such electronic format and accompanied by such identifying information as shall be
prescribed by the MSRB. The City reserves the right to modify from time to time the specific types of
information provided or the format of the presentation of such information or the accounting methods in
accordance with which such information is presented, to the extent necessary or appropriate in the judgment of
the City, consistent with the Rule. The City agrees that such covenants are for the benefit of the registered
owners of the Series 2011 Bonds (including Beneficial Owners) and that such covenants may be enforced by
any registered owner or Beneficial Owner, provided that any such right to enforcement shall be limited to
specific enforcement of such undertaking and any failure shall not constitute an event of default under the
Ordinance. The continuing disclosure obligations of the City, as described above, shall cease when none of the
Series 2011 Bonds remain outstanding.
IM,
Section 14. 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 15. This shall be in force and take effect from and after its passage and publication
in pamphlet form as provided by law.
PASSED AND APPROVED this day of October, 2011.
City Clerk
ayor
(SEAL)
20