2217ORDINANCE NO. 2 217
AN ORDINANCE AUTHORIZING THE ISSUANCE OF WATER SYSTEM
REVENUE BONDS, SERIES 2012 OF THE CITY OF BLAIR, NEBRASKA, IN
THE AGGREGATE PRINCIPAL AMOUNT OF UP TO NINE MILLION FIVE
HUNDRED THOUSAND DOLLARS ($9,500,000) FOR THE PURPOSE OF
PROVIDING FOR THE PAYMENT AND REDEMPTION OF $8,000,000 OF
THE CITY'S OUTSTANDING WATER SYSTEM REVENUE BOND
ANTICIPATION NOTES, SERIES 2007B (INCLUDING FUNDING OF
RESERVES AND PAYING COSTS OF ISSUANCE); DIRECTING THE
APPLICATION OF THE PROCEEDS OF SAID BONDS; AUTHORIZING
THE FORM, TERMS AND DETAILS OF SAID BONDS AND
AUTHORIZING THE OFFICERS OF SAID CITY TO DETERMINE THE
FINAL RATES, MATURITIES, REDEMPTION PROVISIONS AND OTHER
TERMS FOR SAID BONDS WITHIN CERTAIN PARAMETERS;
AUTHORIZING OFFICERS OF SAID CITY TO ENTER INTO A CONTRACT
WITH THE INITIAL PURCHASER OF THE 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 FOR A PAYING AGENT AND
REGISTRAR; 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 City Council (the "Council ") of the City of Blair,
Nebraska (the "City ") 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 Parity 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 $415,000 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 $2,971,663 (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
principal balance outstanding is $1,500,000;
(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 ") of which not
more than $2,341,400 is advanced and remains outstanding;
(v) Water System Revenue Bonds, Series 2010B, dated
September 28, 2010, issued pursuant to Ordinance No. 2191, of the City
(the "Series 2010B /C Ordinance "), in the original principal amount of
$6,500,000 and presently outstanding in the principal amount of
$6,500,000 (the "Series 2010B Bonds "), issued to repay the $6,500,000
principal amount of the City's Water System Revenue Bond Anticipation
Notes, Series 2007A, dated May 3, 2007; and
(vi) Water System Revenue Bonds, Series 2010C (Taxable
Interest), dated September 28, 2010, issued pursuant to the Series
2010B /C Ordinance, in the original principal amount of $770,000 and
presently outstanding in the principal amount of $770,000 (the "Series
2010C Bonds "), issued to provide a deposit into a sub - account of the Debt
Service Reserve Account for the Series 2010B and Series 2010C Bonds
and to pay costs of issuance for the Series 2010B and Series 2010C Bonds.
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The Series 2000 Ordinance, the Series 2000B Ordinance, the Series 2006
Ordinance, the Series 2010 Ordinance and the Series 2010 B/C Ordinance are
referred to in this Ordinance collectively as the "Outstanding Parity Ordinances ".
(c) In addition to the Outstanding Parity Bonds, the City has issued
and outstanding, as indebtedness constituting a junior, lien pledge to the
Outstanding Parity Bonds, its 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 and which are
currently subject to optional redemption and are expected to be called for
redemption on a date to be determined pursuant to a direction for call authorized
under Section 19 below (such date, the "Redemption Date ");
(d) The Outstanding Parity Bonds and the Series 2007B 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.
(e) As of the present time, it is necessary and advisable for the City to
obtain permanent financing for the Series 2007B Notes and to provide for the
payment of issuance expenses and the funding of reserves.
(f) Section 13 of the ' Series 2000 Ordinance, Section 6 of the Series
2000B Ordinance, Section 13, of the Series 2006 Ordinance, Section 6 of the
Series 2010 Ordinance and Section 13 of the . Series 2010 B/C Ordinance permit
the issuance of "Additional Bonds" which are payable on a parity with the
Outstanding Parity Bonds and equally and ratably secured therewith under the
terms of the Outstanding Parity 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 Parity 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 Parity Bonds and the proposed Additional Bonds; with respect to
such requirements the following determinations are hereby made:
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(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 Parity Bonds and the Bonds
(as defined below and as the proposed Additional Bonds to be issued):
(ii) the "Net Revenues" (as defined in the Outstanding Parity
Ordinances and in this Ordinance) of the Water System for the fiscal year
ended September 30, 2011 were not less than $2,400,000; and
(iii) the "Average Annual Debt Service Requirements" (as
defined in the Outstanding Parity Ordinances and in this Ordinance) of the
Outstanding Parity Bonds and the Bonds (as the proposed Additional
Bonds) to be issued are not more than $1,750,000.
(g) All conditions, acts and things required by law to exist or to be
done precedent to the issuance of the Bonds as Additional Bonds of equal lien
and standing with the Outstanding Parity Bonds and as provided for in the
Outstanding Parity Ordinances do exist and have been done in regular and due
form and time as required by law.
Section 2. In addition to the definitions provided in parentheses elsewhere in this
Ordinance, the following definitions of terms shall apply, unless the context shall clearly indicate
otherwise:
a) "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
Bonds and the Outstanding Parity 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
Bonds and the Outstanding Parity Bonds, according to their terms and the terms
of Sections 13 and 14.
b) "Average Annual Debt Service Requirements" shall mean that number
computed by adding all of the principal and interest due when computed to the
absolute maturity of the bonds for which such computation is required and
dividing by the number of years remaining that the longest bond of any issue for
which such computation is required has to run to maturity. In making such
computation, the principal of any bonds for which mandatory redemptions are
scheduled shall be treated as maturing in accordance with such schedule of
mandatory redemptions.
c) "Bonds" shall mean the Water System Revenue Bonds, Series 2012,
authorized to be issued pursuant to Section 3 of this Ordinance.
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d) "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, as the same may
be amended from time to time.
e) "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.
f) "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.
g) "Outstanding Parity Bonds" shall have the meaning set forth in Section 1
hereof.
h) "Outstanding Parity Ordinances" shall have the meaning set forth in
Section 1 hereof.
i) "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 Bonds pursuant to Section 4 hereof or any duly appointed
successor thereto.
Section 3. For the purposes described in Section 1 hereof, 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 2012," in the aggregate principal amount of up to Nine
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Million Five Hundred Thousand Dollars ($9,500,000), to be numbered as shown on the books and
records of the Paying Agent and Registrar, in fully registered form. The Bonds shall bear as the
date of original issue the date of delivery thereof, shall mature (including mandatory redemption
provisions) in such amounts and on such dates, shall bear interest at such interest rates per annum
for each maturity, and shall bear such pricing terms, all as the Mayor or any member of the
Council may determine in a written designation, which may be in the form of a bond purchase
agreement as authorized under Section 9 herein or such other form as the Mayor or such member
shall deem appropriate, hereinafter the "Designation ") for the Bonds on behalf of the City and
which may be agreed to by the Underwriter, provided that:
(a) The all -in true interest cost of the Bonds shall not exceed 5.50 %;
(b) The longest maturity of the Bonds shall not be later than December 15, 2032;
(c) The net principal proceeds of the Bonds, together with such other funds
provided by the City for such purpose, shall be sufficient to pay and redeem in full the
Series 2007B Notes, principal and interest, and to pay costs of issuance and fund reserves
associated therewith; and
(d) The City shall certify, based on the City's audited financial statements for the
most recently completed fiscal year, and taking into account the actual debt service
requirements for the Bonds, that all requirements are satisfied for the issuance of the Bonds
under this Ordinance and for the issuance of the Bonds as Additional Bonds under the
Outstanding Parity Ordinances.
The Mayor or any member of the Council is hereby authorized to make the determinations
described above and the other determinations described in this Ordinance to be included in the
terms of the Designation for the Bonds on behalf of the City and such determinations, when
made and agreed to by the initial purchaser thereof, shall constitute the action of the City as to
the Bonds without further action of the Council.
The 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 Bonds shall be the date of delivery thereof.
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Interest on the Bonds, at the respective rates for each maturity, shall be payable semiannually on
June 15 and December 15 of each year, commencing December 15, 2012 (or such other date or
dates as may be provided for in the Designation, each such date, an "Interest Payment Date ") and
the Bonds shall bear such interest from the date of original issue or the most recent Interest
Payment Date to which interest has been paid or provided for, 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 or such other date or dates as may be provided for in the
Designation (the "Record Date "), subject to the provisions of Section 5 hereof. The Bonds shall
be numbered from R -1 upwards in the order of their issuance. No 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 the 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 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
Bond, as of the Record Date for such Interest Payment Date, to such owner's registered address
as shown on the books of registration as required to' be maintained in Section 4 hereof. Payments
of principal 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 Bonds to said Paying Agent and
Registrar. The City and said Paying Agent and Registrar may treat the registered owner of any
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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 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 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 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 Bonds
at the City's Offices, in Blair, Nebraska. The names and registered addresses of the registered
owner or owners of the Bonds shall at all times be recorded in such books. Any Bond may be
transferred pursuant to its provisions at the office of 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 transferee owner's or owners' risk and
expense), registered in the name of such transferee owner or owners, a new Bond or Bonds of the
same interest rate, aggregate principal amount and maturity. To the extent of the denominations
authorized for the Bonds by this Ordinance, one such bond may be transferred for several such
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bonds of the same interest rate and maturity, and for a like aggregate principal amount, and
several such bonds may be transferred for one or several such bonds, respectively, of the same
interest rate and maturity and for a like aggregate principal amount. In every case of transfer of a
Bond, the surrendered Bond or Bonds shall be canceled and destroyed. All Bonds issued upon
transfer of the Bonds so surrendered shall be valid obligations of the City evidencing the same
obligations as the Bonds surrendered and shall be entitled to all the benefits and protection of this
Ordinance to the same extent as the Bonds upon transfer of which they were delivered. The City
and said Paying Agent and Registrar shall not be required to transfer any Bond during any period
from any Record Date until its immediately following Interest Payment Date or to transfer any
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 Bonds on an Interest
Payment Date are not timely made, such interest shall cease to be payable to the registered.
owners as of the Record Date for such Interest Payment Date and shall be payable to the
registered owners of the Bonds as of a special date of record for payment of such defaulted
interest as shall be designated by the Paying Agent and Registrar whenever monies for the
purpose of paying such defaulted interest become available.
Section 6. If the date for payment of the principal of or interest on the Bonds shall be
a Saturday, Sunday, legal holiday or a day on which banking institutions in the City of Blair,
Nebraska, are authorized by law or executive order to close, then the date for such payment shall
be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which
such banking institutions are authorized to close, and payment on such day shall have the same
force and effect as if made on the nominal date of payment.
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Section 7. The 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 Bonds to be redeemed for optional redemption in its sole discretion. The Bonds
shall be redeemed only in amounts of $5,000 or integral multiples thereof. The Bonds may be
subject to mandatory sinking fund redemption provisions as and to the extent set forth in the
Designation. Any Bond redeemed in part only shall be surrendered to said Paying Agent and
Registrar in exchange for a new Bond evidencing the unredeemed principal thereof. Notice of
redemption of any 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 Bond at said
owner's. registered address. Such notice shall designate the 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 presented for prepayment at the office of said Paying Agent
and Registrar. In case of any Bond partially redeemed, such notice shall specify the portion of
the principal amount of such bond to be redeemed. No defect .in the mailing of notice for any
Bond shall affect the sufficiency of the proceedings of the City designating the Bonds called for
redemption or the effectiveness of such. call for Bonds for which notice by mail has been
properly given and the City shall have the right to further direct notice of redemption for any
such bond for which defective notice has been given.
Section 8. The Bonds shall be in substantially the following form:
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UNITED STATES OF AMERICA
STATE OF NEBRASKA
COUNTY OF WASHINGTON
CITY OF BLAIR
WATER SYSTEM REVENUE BOND, SERIES 2012
No. R-
Interest Rate
Registered Owner:
Principal Amount:
Maturity Date
,20
Date of Original Issue
April , 2012
Thousand Dollars
CUSIP No.
KNOW ALL PERSONS BY THESE PRESENTS: That the City of Blair, in the County
of Washington, in the State of Nebraska (the "City "), 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. Interest shall
be computed on the basis of a 360 -day year consisting of twelve 30 -day months and payable
semiannually on and of each year commencing ,
201 (each such date, 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, 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 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
Dollars ($ ), 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
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and water system (including the payment and redemption of $8,000,000 of the City's Water
System Revenue Bond Anticipation Notes, Series 2007B, proceeds of which have been applied
to such costs) and paying costs of issuance and funding reserves, all 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.
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 bonds maturing as term bonds on shall be redeemed, in part,
prior to their stated maturity, on , 20_ and on of each year
thereafter and shall be paid at final maturity, with such mandatory redemptions and payment at
maturity to be for the dates and in the amounts set forth below:
Date for Redemption Amount Required to be Redeemed
*final maturity
Such mandatory redemptions for such bonds due as term bonds shall be at a price equal
to 100% of the principal amount redeemed, plus accrued interest to the date fixed for
redemption. The Paying Agent and Registrar shall select such bonds for mandatory redemption
using any random method of selection determined 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
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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 "Outstanding Parity Bonds" as defined in the Ordinance and any additional bonds of
equal priority to the bonds of this issue and the Outstanding Parity Bonds issued in accordance
with the Ordinance. 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 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 Parity
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 Parity 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
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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.
CITY OF BLAIR, NEBRASKA
(facsimile signature)
Mayor
ATTEST:
(facsimile signature)
City Clerk
(SEAL)
17
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.
(Sample — Do Not Sign)
City Treasurer, Paying Agent
and Registrar for the City of Blair, Nebraska
(FORM OF ASSIGNMENT)
For value received hereby
sells, assigns, and transfers unto the
within bond and hereby irrevocably constitutes and appoints
Attorney, to transfer the same on the books of registration in the office of the within mentioned
Paying Agent and Registrar with full power of substitution in the premises.
Date:
Registered Owner
Signature Guaranteed
WE
Authorized Officer
Note: The signature(s) on this assignment MUST CORRESPOND with the name(s) as
written on the face of the within bond in every particular, without alteration, enlargement or any
change whatsoever, and must be guaranteed by a commercial bank or a trust company or by a
firm having membership on the New York, Chicago or other stock exchange.
�'3
Section 9. Each of the 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 (which may be a facsimile seal). The 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 Bonds. In the event of issuance of the 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 Bonds as securities depository (each,
a "Bond Participant ") or to any person who is an actual purchaser of a Bond
from a Bond Participant while the Bonds are in book -entry form (each, a
"Beneficial Owner ") with respect to the following:
(i) " the accuracy of the records of the . Depository, any
nominees of the Depository or any Bond Participant with respect
to any ownership interest in the Bonds,
(ii) the delivery to any Bond Participant, any
Beneficial Owner or any other person, other than the Depository,
of any notice with respect to the Bonds, including any notice of
redemption (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 Bonds.
The Paying Agent and Registrar shall make payments with respect to the Bonds
only to or upon the order of the Depository or its nominee, and all such
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payments shall be valid and effective fully to satisfy and discharge the
obligations with respect to such Bonds to the extent of the sum or sums so paid.
No person other than the Depository shall receive an authenticated Bond, except
as provided in (e) below.
(b) Upon receipt by the Paying Agent and Registrar of written notice
from the Depository to the effect that the Depository is unable or unwilling to
discharge its responsibilities, the Paying Agent and Registrar shall issue, transfer
and exchange Bonds requested by the Depository in appropriate amounts.
Whenever the Depository requests the Paying Agent and Registrar to do so, the
Paying Agent and Registrar will cooperate with the Depository in taking
appropriate action after reasonable notice (i) to arrange, with the prior written
consent of the City, for a substitute depository willing and able upon reasonable
and customary terms to maintain custody of the Bonds or (ii) to make available
Bonds registered in whatever name or names as the Beneficial Owners
transferring or exchanging such Bonds shall designate.
(c) If the City determines that it is desirable that certificates
representing the Bonds be delivered to the ultimate beneficial owners of the
Bonds and so notifies the Paying Agent and Registrar in writing, the Paying
Agent and Registrar shall so notify the Depository, whereupon the Depository
will notify the Bond Participants of the availability through the Depository of
bond certificates representing the Bonds. In such event, the Paying Agent and
Registrar shall issue, transfer and exchange bond certificates representing the
Bonds as requested by the Depository in appropriate amounts and in authorized
denominations. .
(d) Notwithstanding any other provision of this Ordinance to the
contrary, so long as any Bond is registered in the name of the Depository or any
nominee thereof, all payments with respect to such Bond and all notices with
respect to such Bond shall be made and given, respectively, to the Depository as
provided in the Letter of Representations.
(e) Registered ownership of the Bonds may be transferred on the books
of registration' maintained by the Paying Agent and Registrar, and the Bonds
may be delivered in physical form to the following:
(i) any successor securities depository or its nominee;
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.
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(f) In the event of any partial redemption of a Bond unless and until
such partially redeemed bond has been replaced in accordance with the
provisions of this Ordiriance, the books and records of the Paying Agent and
Registrar shall govern and establish the principal amount of such bond as is then
outstanding and all of the Bonds issued to the Depository or its nominee shall
contain a legend to such effect.
If for any reason the Depository resigns and is not replaced, 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 (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 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
Bonds shall not be valid and binding on the City until authenticated by the Paying Agent and
Registrar. Thereafter the Bonds shall be delivered to the Paying Agent and Registrar for
registration and authentication. Upon execution, registration, and authentication of the 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 officers of the City (or
21
any one of them) are hereby authorized to execute and deliver a bond purchase agreement for the
Bonds (the "Bond Purchase Agreement ") for and on behalf of the City. The Bonds may be sold
to the Underwriter at a price, and including an underwriting fee payable from the proceeds of the
Bonds, to be determined in the Bond. Purchase Agreement, subject to the limitations set out in
Section 3 (the "Underwriting Fee "). The Underwriter shall have the right to direct the
registration of the Bonds and the denominations thereof within each maturity, subject to the
restrictions of this Ordinance. The City Clerk shall make and certify a transcript of the
proceedings of the Mayor and Council with respect to the Bonds which shall be delivered to said.
Underwriter. The Bonds shall be delivered to the City Treasurer who shall be responsible
therefore under his/her official bond. Such Treasurer shall maintain a record of information with
respect to said Bonds in accordance with the requirements of Section 10 -140, R.R.S. Neb. 2007,
as amended, and shall cause the same to be filed with the office of the Auditor of Public
Accounts. The Underwriter and its agents, representatives and Baird Holm LLP, 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 Bonds, including without limitation,
authorizing the release of the Bonds by the Depository at closing.
Section 10. The proceeds of the 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 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 Bonds.
(b) The principal proceeds of the Bonds shall be applied upon receipt
as follows:
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(i) to pay and redeem the Series 2007B Notes as called for
redemption on the Redemption Date (the City hereby covenants and agrees
to provide all amounts in addition to the principal proceeds of the Bonds
necessary to effect the payment in full of such like principal amount of the
Series 2007B Notes);
(ii) to make a deposit into the sub - account for the Bonds in the
Debt Service Reserve Account as required under the terms of Section 11
of this Ordinance; and
(iii) to payment of costs of issuing the Bonds, including but not
limited to the Underwriting Fee.
Any amounts remaining from such proceeds after application to the purposes set
out in (i), (ii) and (iii) shall be deposited to the Bond Payment Account and
applied to make the next payments falling due with respect to the Bonds.
Section 11. The revenues and earnings of the Water System are hereby pledged and
hypothecated for the payment of the Bonds, the Outstanding Parity Bonds and any Additional
Bonds and interest on such Bonds, such Outstanding Parity Bonds and any such Additional
Bonds, and the City does hereby agree with the holders of the 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 Bonds) the
following amounts:
(1) Commencing with the last day of the calendar month
following the Date of Delivery of the Bonds (or such other initial deposit
date as may be determined in the Designation, the "Initial Deposit
Date "), and continuing on the corresponding day of each month
thereafter, an amount which, when combined with additional equal
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monthly amounts to be deposited pursuant to this subparagraph prior to
the next falling Interest Payment Date, will be sufficient to provide
funds to pay the installment of interest due with respect to the Bonds;
(2) Commencing with the Initial Deposit Date and continuing
on the corresponding day of each month thereafter, an amount which,
when combined with additional equal monthly amounts to be deposited
pursuant to this subparagraph prior to the next principal maturity date (or
mandatory sinking fund redemption date, if applicable), will be
sufficient to provide funds to pay such maturing principal amount (or
make such mandatory sinking fund redemption payment, if applicable)
on such date; and
(3) During such periods and in such amounts, all such
payments are as required under the terms of the Outstanding Parity
Ordinances with respect to the Outstanding Parity 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 Bonds, the Outstanding Parity 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 may be) for each issue
of the Bonds, the Outstanding Parity 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 Parity Bonds which have been
issued to NDEQ.
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(d) DEBT SERVICE RESERVE ACCOUNT - Within the Debt
Service Reserve Account there have been and shall be established separate sub -
accounts for each series of the bonds payable on a parity from the revenues of
the Water System including the Bonds and the Outstanding Parity 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.
(i) No sub - account for the Series 2000B Bond or the Series 2010
Bond (both issued to NDEQ) or the Series 2006 Bond has been or is to
be established under the terms of the Outstanding Parity Ordinances
based upon determinations of the Mayor and Council;
(ii) 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;
(ii) For the Series 2010B Bonds and Series 2010C Bonds, a sub
account has been established and is required to be maintained under the
terms of the Series 2010B /C Ordinance.
For the Bonds there is hereby ordered established the Series 2012 Debt Service
Reserve Sub - account into which there shall be deposited, .from proceeds of the
Bonds, the sum of $950,000 (or such other amount as may be determined in. the
Designation, subject to the limitations provided in the last sentence of this
subparagraph (d)) which shall be maintained as the required balance so long as
any of the Bonds remain outstanding. Monies credited to the Series 2012 Debt
Service Reserve Sub - account may be withdrawn, as needed, to provide funds to
pay when due the principal of and interest on the 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 2012 Debt Service Reserve Sub - account has been established with
respect to and shall be maintained for the security of the Bonds only. In the
event of any withdrawal from the Series 2012 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 2012
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 2012 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
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such 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 Bonds, the Outstanding Parity
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 or to provide for
any other lawful purpose of the City as directed by the Mayor and Council.
The City shall be required 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,
c
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 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 Bonds, the Outstanding Parity 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 Ordinances, is intended as a first and prior pledge of, lien on and security interest in such
27
revenues and earnings for the payment of principal of and interest on the Bonds, the Outstanding
Parity 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 Bonds, the Outstanding Parity Bonds and any
Additional Bonds issued pursuant to this Ordinance shall remain outstanding and unpaid, the
City covenants and agrees to establish, revise, from time to time as necessary, and collect such
rates and charges for the 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 Bonds, the Outstanding Parity 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 Bonds, the
Outstanding Parity 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 Bonds, the Outstanding Parity 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 Bonds, the Outstanding Parity 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 Bonds
shall have been at least equal to 1.30 times the Average Annual
Debt Service Requirements of the Bonds, the Outstanding Parity
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 Bonds, the
Outstanding Parity 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
29
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.
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 Bonds,
Outstanding Parity 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
30
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 Bonds, the Outstanding Parity Bonds or Additional
Bonds without compliance with the provisions of subsection 13(b) above, provided that, if any
such Bonds, Outstanding Parity 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.
The City may also issue refunding bonds which shall qualify as Additional Bonds of
equal lien to refund any Bonds, any Outstanding Parity Bonds or Additional Bonds then
outstanding, provided, that if any such Bonds, Outstanding Parity . 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
31
lien to all Bonds, Outstanding Parity 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.
Section 15. The City hereby covenants and agrees that so long as any of the Bonds,
the Outstanding Parity 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 Bonds, the Outstanding Parity Bonds and any such
32
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 Bonds and the Outstanding Parity Bonds and
are issued in accordance with the terms of Sections 13 and 14 herein.
Section 16. So long as. any of the Bonds, the Outstanding Parity 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 so used shall be credited to the Retained Revenues
Account. In the event of any such insured casualty loss, the City may advance
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funds to make temporary repairs or provide for an advance on costs of the
permanent repair, restoration or replacement from the Operation and
Maintenance Account and any such advances shall be repaid from insurance
proceeds received.
(d) The City will keep proper books, records and accounts separate
from all other records and accounts in which complete and correct entries will
be made of all transactions relating to the 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 initial purchaser of the Bonds and to the initial
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 Bonds that it will observe all contractual obligations provided for
in the Outstanding Parity 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 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
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to any level which would cause the City to be in violation of the provisions of
Section 12 of this Ordinance.
Section 17. The City's obligations under this Ordinance and the hei►s, pledges, covenants,
and agreements of the City herein made or provided for, shall be fully discharged and satisfied as
to the-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 Bonds and no changes, variations or
35
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 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 Bonds then outstanding
affected thereby. The registered owner of any Bond or Bonds may, either in law or in equity, by
suit, action, mandamus or other proceeding, enforce or compel performance of any 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 Ordinances and any ordinance authorizing Additional
Bonds.
Section 19. Upon the execution and delivery of the Designation for the Bonds, Mayor and
City Clerk (each, acting alone) are hereby authorized and directed for and on behalf of the City to
give written direction substantially in the form attached hereto as Exhibit `B" to the paying agent
and registrar for the Series 2007B Bonds to call such Series 2007B Bonds for redemption on the
Redemption Date, and to take such other actions as may be necessary or appropriate to call such
Series 2007B Bonds for redemption on such Redemption Date.
Section 20. The City hereby covenants to the purchasers and holders of the Bonds hereby
authorized that it will make no use of the proceeds of said bond issue, including monies held in
any sinking fund for the Bonds, which would cause the Bonds to be arbitrage bonds within the
36
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 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 a Certificate with Respect to Tax Matters, 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 Bonds as excludable from gross income under the Code.
Section 21. 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 Bonds, agrees that it will provide the following continuing disclosure
information to the Municipal Securities Rulemaking Board (the "MSRB ") in an electronic format
as prescribed by the MSRB:
(a) not later than seven (7) months after the end of each fiscal year of the City
(the "Delivery Date "), financial information or operating data for the City of the type
accompanying the audited financial statements of the City entitled "Management's
Discussion and Analysis" ( "Annual Financial Information ");
(b) when and if available, audited financial statements for the City; audited
financial information shall be prepared on the basis of generally accepted accounting
principles; and
37
(c) in a timely manner not in excess of ten (10) business days after the occurrence
of the event, notice of the occurrence of any of the following events with respect to the
Bonds:
(1) principal and interest payment delinquencies;
(2) non - payment related defaults, if material;
(3) unscheduled draws on debt service reserves reflecting financial
difficulties (there are no debt service reserves established for the Bonds under the
terms of the Ordinance);
(4) unscheduled draws on credit enhancements reflecting financial
difficulties (not applicable to the Bonds);.
(5) substitution of credit or liquidity providers, or their failure to perform
(not applicable to the 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 Bonds, or other material events affecting the tax status of the
Bonds;
(7) modifications to rights of the holders of the Bonds, if material;
(8) bond calls, if material, and tender offers;
(9) defeasances;
(10) release, substitution, or sale of property securing repayment of the
Bonds, if material;
(11) rating changes (the Bonds are not rated and no rating for the 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
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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 Bonds
(including Beneficial Owners) and that such covenants may be enforced by any registered owner
or Beneficial Owner, provided that any such right to enforcement shall be limited to specific
enforcement of such undertaking and any failure shall not constitute an event of default under the
Ordinance. The continuing disclosure obligations of the City, as described above, shall cease
when none of the Bonds remain outstanding.
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Section 22. In order to promote compliance with certain federal tax and securities laws
relating to the Bonds herein authorized (as well as other outstanding obligations) the policy and
procedures attached hereto as Exhibit "A" (the "Post- Issuance Compliance Policy and Procedures ")
are hereby adopted and approved in all respects. To the extent that there is any inconsistency
between the attached Post - Issuance Compliance Policy and Procedures and any similar policy or
procedures previously adopted and approved, the Post - Issuance Compliance Policy and Procedures
shall control.
Section 23. The Council hereby approves on behalf of the City the form of preliminary
Official Statement prepared with respect to the Bonds and. hereby authorizes the Mayor or any
member of the Council: (a) to approve a final form of preliminary Official Statement including
such changes, modifications and/or completions as such officers deem necessary or appropriate,
and (b) to approve and deem final, execute and deliver on behalf of the City a final Official
Statement relating to and describing the Bonds. The officers of the City are further authorized to
take any and all actions deemed necessary by them in connection with the carrying out and
performance of the terms of this Ordinance.
Section 24.. Any actions taken by the City or any officer thereof, including the City
Clerk, to conduct a hearing on the issuance of the Bonds and to publish notice of such hearing
for purposes of complying with the requirements of Section 147(f) of the Code, is hereby
ratified, confirmed and approved in all respects.
Section 25. 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 Bonds as contemplated by this Ordinance.
:1
Section 26. 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 27. 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 2007B Ordinance and shall be in force and take effect from and after
its passage and approval according to law.
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PASSED AND APPROVED this 13th day of March, 2012.
Q��
ayor
ATTEST:
City Clerk
(SEAL)
42
Exhibit A
Policy and Procedures
Federal Tax Law and Disclosure Requirements for
Tax - exempt Bonds and/or Build America Bonds
ISSUER NAME: The City of Blair, in the State of Nebraska
COMPLIANCE OFFICER (BY TITLE): City Administrator
POLICY
It is the policy of the Issuer identified above (the "Issuer ") to comply with all Federal tax
requirements and securities law continuing disclosure obligations for its obligations issued as
tax - exempt bonds or as direct pay build America bonds to ensure, as applicable (a) that interest
on its tax - exempt bonds remains exempt from Federal income tax, (b) that the direct payments
associated with its bonds issued as "build America bonds" are received by the Issuer in a timely
manner and (c) compliance with any continuing disclosure obligations of the Issuer with respect
to its outstanding bonds.
PROCEDURES
Compliance Officer Review of compliance with Federal tax requirements and securities law
continuing disclosure obligations as generally outlined below shall be conducted by the
Compliance Officer identified above (the "Compliance Officer "). To the extent more than one
person has been delegated specific responsibilities, the Compliance Officer shall be responsible
for ensuring coordination of all compliance review efforts.
Training. The Compliance Officer shall evaluate and review educational resources regarding
post- issuance compliance with Federal tax and securities laws, including periodic review of
resources published for issuers of tax - exempt obligations by the Internal Revenue Service (either
on its website at http • / /www.irs.gov /taxexemptbond or elsewhere) and the Municipal Securities
Rulemaking Board (either on its Electronic Municipal Market Access website [ "EMMA "] at
http: / /www.einma.msrb.org or elsewhere).
Compliance Review A compliance review shall be conducted at least annually by or at the
direction of the Compliance Officer. The review shall occur at the time the Issuer's annual audit
takes place, unless the Compliance Officer otherwise specifically determines a different time
period or frequency of review would be more appropriate.
Scope of Review
Document Review. At the compliance review, the following documents (the "Bond Documents ")
shall be reviewed for general compliance with covenants and. agreements and applicable
regulations with respect to each outstanding bond issue:
43
(a) the resolution(s) and/or ordinance(s), as applicable, adopted by the governing body of the
Issuer authorizing the issuance of its outstanding bonds, together with any documents setting
the final rates and terms of such bonds (the "Authorizing Proceedings "),
(b) the tax documentation associated with each bond issue, which may include some or all of the
following (the "Tax Documents "):
(i) covenants, certifications and expectations regarding Federal tax requirements which are
described in the Authorizing Proceedings;
(ii) Form 8038 series filed with the Internal Revenue Service;
(iii)tax certificates, tax compliance agreements, tax regulatory agreement or similar
documents;
(iv) covenants, agreements, instructions or memoranda with respect to rebate or private use;
(v) any reports from rebate analysts received as a result of prior compliance review or
evaluation efforts; and
(vi) any and all other agreements, certificates and documents contained in the transcript -
associated with the Authorizing Proceedings relating to federal tax matters.
(c) the Issuer's continuing disclosure obligations, if any; contained in the Authorizing
Proceedings or in a separate agreement (the "Continuing Disclosure Obligations "), and
(d) any communications or other materials received by the Issuer or its counsel, from bond
counsel, the underwriter or placement agent or its counsel, the IRS, or any other material
correspondence relating to the tax- exempt status of the Issuer's bonds or relating to the
Issuer's Continuing Disclosure Obligations.
Use and Timely Expenditure of Bond Proceeds. Expenditure of bond proceeds shall be reviewed
by the Compliance Officer to ensure (a) such proceeds are spent for the .purpose stated in the
Authorizing Proceedings and as described in the Tax Documents and (b) that the proceeds,
together with investment earnings on such proceeds, are spent within the timeframes described in
the Tax Documents, and (c) that any mandatory redemptions from excess bond proceeds are
timely made if required under the Authorizing Proceedings and Tax Documents.
Arbitrage Yield Restrictions and Rebate Matters. The Tax Documents shall be reviewed by the
Compliance Officer to ensure compliance with any applicable yield restriction requirements
under Section 148(a) of the Internal Revenue Code (the "Code ") and timely calculation and
payment of any rebate and the filing of any associated returns pursuant to Section 148(f) of the
Code. A qualified rebate analyst shall be engaged as appropriate or as may be required under the
Tax Documents.
Use of Bond Financed Property. Expectations and covenants contained in the Bond Documents
regarding private use shall be reviewed by the Compliance Officer to ensure compliance. Bond -
financed properties shall be clearly identified (by mapping or other reasonable means). Prior to
execution, the Compliance Officer (and bond counsel, if deemed appropriate by the Compliance
Officer) shall review (a) all proposed. leases, contracts related to operation or management of
bond - financed property, sponsored research agreements, take -or -pay contracts or other
..
agreements or arrangements or proposed uses which have the potential to give any entity any
special legal entitlement to the bond - financed property, (b) all proposed agreements which would
result in disposal of any bond - financed property, and (c) all proposed uses of bond - financed
property which were not anticipated at the time the bonds were issued. Such actions could be
prohibited by the Authorizing Proceedings, the Tax Documents or Federal tax law.
Continuing Disclosure. Compliance with the Continuing Disclosure Obligations with respect to
each bond issue shall be evaluated (a) to ensure timely compliance with any annual disclosure
requirement, and (b) to ensure that any material events have been properly disclosed as required
by the Continuing Disclosure Obligation.
Record Keeping If not otherwise specified in the Bond Documents, all records related to each
bond issue shall be kept for the life of the indebtedness associated with such bond issue
(including all tax - exempt refundings) plus six (6) years.
Incorporation of Tax Documents The requirements, agreements and procedures set forth in the
Tax Documents, now or hereafter in existence, are hereby incorporated into these procedures by
this reference and are adopted as procedures of the Issuer with respect to the series of bonds to
which such Tax Documents relate.
Consultation Regarding Questions or Concerns Any questions or concerns which arise as a
result of any review by the Compliance Officer shall be raised by the Compliance Officer with
- the Issuer's counsel or with bond counsel to determine whether non - compliance exists and what
measures should be taken with respect to any non - compliance.
VCAP and Remedial Actions The Issuer is aware of (a) the Voluntary Closing Agreement
Program (known as "VCAP ") operated by the Internal Revenue Service which allows issuers
under certain circumstances to voluntarily enter into a closing agreement in the event of certain
non - compliance with Federal tax requirements and (b) the remedial actions available to issuers
of certain bonds under Section 1.141 -12 of the Income Tax Regulations for private use of bond
financed property which was not expected at the time the bonds were issued.
End of Exhibit A
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Exhibit B
Form of Direction for Call
CITY OF BLAIR, IN THE STATE OF NEBRASKA
DIRECTION FOR CALL OF SERIES 2007B BOND ANTICIPATION NOTES
(BEING REFUNDED THROUGH ISSUANCE OF SERIES 2012 REFUNDING BONDS)
Pursuant to authority granted by ordinance of the Mayor and the City Council (the
"Council ") of the City of Blair, in the State of Nebraska (the "City ") dated March 13, 2012, the
undersigned hereby gives direction for the call of the notes described below, as. follows:
Section 1. That the following bond anticipation notes of the City (the "Called Notes ") are
hereby called for redemption on , 2012 (hereinafter, the "Redemption Date "):
Water System Revenue Bond Anticipation Notes, Series 2007B, dated
August 15, 2007, maturing in the principal amounts and bearing CUSIP
numbers as follows:
Maturing
Principal
Amount
$8,000,000
CUSIP No.
093030 DZ4
June 15, 2012
.. Section 2. The Called Notes are to be paid at the office of the City Treasurer, in Blair,
Nebraska, as Paying Agent and Registrar.
Section 3. A true copy of this Direction shall be filed by the City Clerk with the Paying
Agent and Registrar no. later than thirty (30) days prior to the Redemption Date and the Paying
Agent and Registrar is hereby instructed to take all actions appropriate for the calling and redeeming
of the Called Notes.
Dated as of this day of 9 2012.
BY AUTHORITY OF THE MAYOR AND THE CITY COUNCIL OF THE CITY:
CITY OF BLAIR, NEBRASKA
M
Mayor or City Clerk.
End of Exhibit B
Motion for adjournment was duly made, seconded and on roll call vote was declared duly adopted
by the Mayor.
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