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2224ORDINANCE NO. 2224 "AN ORDINANCE OF THE CITY OF BLAIR, NEBRASKA, AUTHORIZING THE ISSUANCE AND SALE OF WATER SYSTEM REVENUE BOND ANTICIPATION NOTES OF THE CITY OF BLAIR, NEBRASKA, IN ONE OR MORE SERIES IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED EIGHT MILLION DOLLARS ($8,000,000) FOR THE PURPOSE OF PROVIDING INTERIM FINANCING FOR THE COST OF EXTENDING, ENLARGING AND IMPROVING THE CITY'S WATERWORKS PLANT AND SYSTEM PENDING THE ISSUANCE OF PERMANENT REVENUE BONDS OF THE CITY; PRESCRIBING THE FORM OF SAID NOTES; AGREEING TO ISSUE THE CITY'S WATER SYSTEM REVENUE BONDS TO PAY THENOTES AT MATURITY OR TO PAY THE NOTES FROM OTHER AVAILABLE FUNDS; PROVIDING FOR A PLEDGE OF THE REVENUES OF THE WATER SYSTEM, JUNIOR AND SUBORDINATE TO THE PLEDGE OF REVENUES IN FAVOR OF THE CITY'S OUTSTANDING BONDS AND ADDITIONAL BONDS FROM TIME TO TIME ISSUED AND OUTSTANDING, FOR PAYMENT OF SUCH NOTES; PROVIDING AS AN OPTION FOR THE CITY TO ISSUE ANY AND ALL OF SAID NOTES AS TAXABLE NOTES OR TAX - EXEMPT NOTES; ENTERING INTO A CONTRACT ON BEHALF OF THE CITY WITH THE HOLDERS OF SAID NOTES; AND PROVIDING FOR PUBLICATION OF THIS ORDINANCE IN PAMPHLET FORM." BE IT ORDAINED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF BLAIR, Section 1. The Mayor and Council of the City of Blair (the "City ") hereby find and determines as follows: (a) the City owns and operates its own waterworks plant and system (the "Water System "), which constitutes a revenue - producing undertaking of the City; (b) that it is necessary and advisable to enlarge, expand and improve the Water System by construction of expansions, enlargements and improvements (the "Project ") to the Water System, and particularly expansions, enlargements and improvements to the City's water treatment plant; (c) that based upon the estimate furnished by the City's engineer, the cost of the Project is not less than $7,700,000; (d) that in order to pay the costs of the Project pending permanent revenue bond financing and to pay costs of issuance it is necessary and advisable for the City to issue and sell its water system revenue bond anticipation notes in one or more series in the aggregate principal amount of not to exceed $8,000,000 pursuant to Sections 18 -1803 to 18 -1805, R.R.S. Neb. 2007, as amended; (e) that there are presently outstanding the following obligations of the City for which the revenues of the Water System have been pledged (collectively, the "Outstanding Bonds "): (i) Water System Revenue Refunding Bonds, Series 2000, Date of Original Issue — September 22, 2000, issued pursuant to Ordinance No. 1909 of the City (the "Series 2000 Ordinance "), in the original principal amount of $3,395,000 (the "Series 2000 Bonds "), of which bonds in the principal amount of $260,000 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 —5— Water System Revenue Bond Anticipation Notes, Series 2007A, dated May 3, 2007; (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; and (vii) Water System Revenue Refunding Bonds, Taxable Series 2012, dated June 5, 2012, issued pursuant to Ordinance Nos. 2217 and 2219 of the City (collectively, the "2012 Ordinance "), in the original principal amount of $9,480,000 and presently outstanding in the principal amount of $9,480,000 (the "Series 2012 Bonds "), issued to repay the $8,000,000 principal amount of the City's Water System Revenue Bond Anticipation Notes, Series 2007B, dated August 15, 2007 and $500,000 of the City's outstanding warrant indebtedness, to fund a Debt Service Reserve Fund for the Series 2012 Bonds and to pay costs of issuance of the Series 2012 Bonds. The Series 2000 Ordinance, the Series 2000B Ordinance, the Series 2006 Ordinance, the Series 2010 Ordinance, the Series 2010 B/C Ordinance and the Series 2012 Ordinance are referred to in this Ordinance collectively as the "Outstanding Bond Ordinances ". (f) that said Outstanding Bonds are the only presently outstanding obligations of the City for which the revenues of the Water System have been pledged; (g) that the Outstanding Bond Ordinances permit the issuance by the City of bonds or notes which are junior in lien to the Outstanding Bonds with the principal and interest of such bonds or notes to be payable from monies in the Retained Revenues Account established and maintained under the terms of the Outstanding Bond Ordinances; and (h) that all things, conditions and acts required by law to exist or to be done precedent to the issuance by the City of its Water System Revenue Bond Anticipation Notes, in one or more series, in the aggregate stated principal amount of not to exceed $8,000,000 as provided herein do exist and have been done as provided by law. Section 2. For the purpose of providing interim financing for the costs of the Project pending the issuance of permanent water system revenue bonds by the City, there shall be and there are hereby ordered issued notes of the City to be known as Water System Revenue Bond Anticipation Notes, in one or more series (the "Notes ") of the aggregate stated principal amount of not to exceed Eight Million Dollars ($8,000,000), with said Notes maturing on December 15, 2017 (or such other date as may be determined for a particular series in the Designation for such series), bearing interest at the rate of not to exceed 3.50% per annum (to be computed on the basis of a 360 -day year consisting of twelve 3 0 -day months), all as determined in one or more of the Designations referenced in Section 20 below. The Notes 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 Notes of each series shall be the date of delivery thereof. Interest on the Notes shall be payable semiannually on June 15 and December 15 of each year (or such other interest payment dates as may be determined for a particular series in the Designation for each series; each of said dates an "Interest Payment Date "), with the initial such Interest Payment Date to be determined in the related Designation, or any date of earlier redemption, and the Notes shall bear such interest from the date of original issue or the most recent Interest Payment Date, whichever is later. The interest due on each Interest Payment Date shall be payable to the registered owners of record as of the close of business on the fifteenth day immediately preceding the Interest Payment Date (the "Record Date "), subject to the provisions of Section 4 hereof. The Notes shall be numbered from 1 upwards in the order of their issuance. The initial numbering and principal amounts for each of the Notes shall be designated by the City Treasurer as directed by the initial purchaser thereof. Payments of interest due on the Notes prior to maturity or early redemption shall be made by the Paying Agent and Registrar, as designated pursuant to Section 3 hereof, by mailing a check or draft in the amount due for such interest on each Interest Payment Date to the registered owner of each Note, 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 —7— be maintained in Section 3 hereof. Payments of principal due at maturity or at any date fixed for redemption prior to maturity, together with any unpaid interest accrued thereon, shall be made by said Paying Agent and Registrar to the registered owners upon presentation and surrender of the Notes to said Paying Agent and Registrar. The City and said Paying Agent and Registrar may treat the registered owner of any Note as the absolute owner of such Note 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 Note 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 Note 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 Notes or claims for interest to the extent of the sum or sums so paid. Section 3. The City Treasurer is hereby designated as Paying Agent and Registrar for the Notes. The Paying Agent and Registrar shall keep and maintain for the City books for the registration and transfer of each series of the Notes at the City's offices. The names and registered addresses of the registered owner or owners of the Notes shall at all times be recorded in such books. Any Note may be transferred pursuant to its provisions at the offices of said Paying Agent and Registrar by surrender of such Note for cancellation, accompanied by a written instrument of transfer, in form satisfactory to said Paying Agent and Registrar, duly executed by the registered owner in person or by such owner's duly authorized agent, and thereupon the Paying Agent and Registrar on behalf of the City will deliver at its office (or send by registered mail to the transferee owner or owners thereof at such transferee owner's or owners' risk and expense), registered in the name of such transferee owner or owners, a new Note or Notes of the same series, interest rate, M aggregate stated principal amount and maturity. To the extent of the denominations authorized for the Notes by this ordinance, one such Note may be transferred for several such Notes of the same series, interest rate and maturity, and for a like aggregate principal amount, and several such Notes may be transferred for one or several such Notes, respectively, of the same series, interest rate and maturity and for a like aggregate principal amount. In every case of transfer of a Note, the surrendered Note or Notes shall be canceled and destroyed. All Notes issued upon transfer of the Notes so surrendered shall be valid obligations of the City evidencing the same obligations as the Notes surrendered and shall be entitled to all the benefits and protection of this ordinance to the same extent as the Notes upon transfer of which they were delivered. The City and said Paying Agent and Registrar shall not be required to transfer any Note during any period from any Record Date until its immediately following Interest Payment Date or to transfer any Note called for redemption for a period of 30 days next preceding the date fixed for redemption. Section 4. In the event that payments of interest due on the Notes on any 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 Notes as of a special date of record for payment of such defaulted interest as shall be designated by the Paying Agent and Registrar whenever monies for the purpose of paying such defaulted interest become available. Section 5. If the date for payment of the principal of or interest on the Notes shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the City of Blair, Nebraska, are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such day shall have the same force and effect as if made on the nominal date of payment. Section 6. The Notes of this issue are subject to redemption, in whole or in part, prior to maturity at the option of the City at any time on or after June 15, 2015 (or such other date as may be determined for a particular series in the Designation for such series), at par (or other redemption price determined in the Designation) plus accrued interest on the principal amount redeemed to the date fixed for redemption. The City may select the Notes to be redeemed in its sole discretion, but Notes shall be redeemed only in amounts of $5,000 or integral multiples thereof. Notes redeemed in part only shall be surrendered to the Paying Agent and Registrar in exchange for new Notes evidencing the unredeemed principal thereof. Notice of redemption of any Note called for redemption shall be given at the direction of the City by the Paying Agent and Registrar by mail not less than thirty days prior to the date fixed for redemption, first class, postage prepaid, sent to the —10— registered owner of such Note at such owner's registered address. Such notice shall designate the Note or Notes to be redeemed by series, number, the date of original issue and the date fixed for redemption and shall state that such Note or Notes are to be presented for prepayment at the office of the Paying Agent and Registrar. In case of any Note partially redeemed, such notice shall specify the portion of the principal amount of such Note to be redeemed. No defect in the mailing of notice for any Note shall affect the sufficiency of the proceedings of the City designating the Notes called for redemption or the effectiveness of such call for Notes 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 Note for which defective notice has been given. Section 7. The Notes shall be in substantially the following form: —11— UNITED STATES OF AMERICA STATE OF NEBRASKA COUNTY OF WASHINGTON WATER SYSTEM REVENUE BOND ANTICIPATION NOTE OF THE CITY OF BLAIR, NEBRASKA SERIES ' RM Interest Rate Maturity Date Date of Original Issue CUSIP No. 20 , 2012 Registered Owner: Principal Amount: Dollars KNOW ALL PERSONS BY THESE PRESENTS: That the City of Blair, in the County of Washington, in the State of Nebraska (the "City "), hereby acknowledges itself to owe and for value received promises to pay (but only from the sources specified herein) 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 maturity date specified above with interest thereon to maturity (or earlier redemption) from the date of original issue or most recent Interest Payment Date, whichever is later, at the rate per annum specified above, payable on , 20 , and semiannually thereafter on and of each year (each, an "Interest Payment Date "), or earlier date of redemption. Said interest shall be computed on the basis of a 360 -day year consisting of twelve 30 -day months. The principal hereof together with any unpaid interest accrued thereon due at maturity or upon earlier redemption is payable upon presentation and surrender of this note at the office of the City Treasurer of the City of Blair, Nebraska, Paying Agent and Registrar, in Blair, Nebraska. Interest on this note 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 note, as shown on the books of record maintained by the Paying Agent and Registrar, at the close of business on the day immediately preceding the Interest Payment Date, 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 note (or of one or more predecessor notes 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. —12— All notes of this issue are subject to redemption prior to maturity on , 20 , or at any time thereafter at par plus accrued interest on the principal amount redeemed to the date set for redemption. Notice of redemption shall be given by mail to the registered owner of any note to be redeemed, not less than thirty days prior to the date set for redemption, in the manner specified in the ordinance authorizing the issuance of said notes. Individual notes may be redeemed in part but only in the amount of $5,000 or any integral multiple thereof. This note is one of an issue of fully registered notes of the total principal amount of $ , of even date and like tenor herewith, except as to denomination, which were issued by the City for the purpose of providing interim financing for the cost of enlarging, expanding and improving the City's waterworks plant and system pending the issuance of permanent water system revenue bonds. The issuance of this note and the other notes of this issue has been lawfully authorized by an ordinance duly passed, approved and published by the Mayor and Council of the City in strict compliance with Sections 18 -1803 to 18 -1805, Reissue Revised Statutes of Nebraska, 2007, as amended (the "Ordinance ") The interest and principal of this note are payable from monies in the "Retained Revenues Account" described in the ordinance authorizing the issuance of said notes, as previously established with respect to the City's Outstanding Bonds (as such term is defined in the Ordinance). The Notes are payable only and solely from amounts to be received by the City from the issuance and sale of its permanent water system revenue bonds or from funds available in the Retained Revenues Account, and as such, are subject to the prior payment of operation and maintenance expenses and all payments with respect to the Outstanding Bonds and any Additional Bonds which may from time to time be issued and outstanding, all as described in the Outstanding Bond Ordinances (as such term is defined in the Ordinance). Reference is hereby made to the Ordinance for a full description of the covenants of the City with respect to the notes. In the Ordinance, the City has agreed, among other things, to issue and sell its water system revenue bonds in an amount sufficient, along with other available funds, to enable it to take up and pay off said series of notes at or prior to maturity. This note shall not be a debt of the City within the meaning of any constitutional, statutory or charter limitation upon the creation of general obligation indebtedness of said City and said City shall not be liable for the payment thereof out of any monies of the City other than from the proceeds of water system revenue bonds to be issued and monies in the Retained Revenues Account. The City reserves the right to issue Additional Bonds which shall be senior in lien against the revenues of the Water System in relation to the notes of this issue. The City also reserves the right to issue additional water system revenue bond anticipation notes for the purpose of refunding the notes of this issue at or prior to maturity and for the purpose of paying for additional improvements for its Water System. The ordinance under which these notes are issued constitutes an irrevocable contract between the City and the holders of all of said notes and said contract cannot be changed or altered without the written consent of the holders of seventy -five per cent (75 %) in principal amount of the notes then outstanding. —13— This note is transferable by the registered owner or such owner's attorney duly authorized in writing at the office of the City Treasurer of Blair, Nebraska, as Paying Agent and Registrar, upon surrender and cancellation of this note and thereupon a new note or notes of the same aggregate principal amount will be issued to the transferee as provided in the ordinance authorizing said issue of notes, 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 note is registered as the absolute owner hereof for the purpose of receiving payment due hereunder and for all purposes and shall not be affected by any notice to the contrary, whether this note be overdue or not. If the date for payment of the principal of or interest on this note 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. 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 NOTE 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 NOTE MAY NOT RELY UPON THE PRINCIPAL AMOUNT INDICATED HEREON AS THE PRINCIPAL AMOUNT HEREOF OUTSTANDING AND UNPAID. THE PRINCIPAL AMOUNT HEREOF OUTSTANDING AND UNPAID SHALL FOR ALL PURPOSES BE THE AMOUNT DETERMINED IN THE MANNER PROVIDED IN THE ORDINANCE. UNLESS THIS NOTE 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 NOTE ISSUED IN REPLACEMENT HEREOF OR SUBSTITUTION HEREFOR 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 PERSON IS WRONGFUL BECAUSE ONLY THE REGISTERED OWNER HEREOF, DTC OR ITS NOMINEE, HAS AN INTEREST HEREIN. 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 note did exist, did happen and were done and performed in regular and due form and time as required by law and that the indebtedness of the City, including this note, does not exceed any limitation imposed by law. —14— This note shall not be valid for any purpose until the Certificate of Authentication hereon shall have been signed by the Paying Agent and Registrar. IN WITNESS WHEREOF, the Mayor and Council of the City have caused this note to be executed on behalf of the City with the signatures of its Mayor and City Clerk, both of which signatures may be facsimile signatures, and by having affixed hereto or imprinted hereon the City's seal, all as of the date of original issue shown above. THE CITY OF BLAIR, NEBRASKA (SEAL) By: (Sample —Do Not Sign) Mayor ATTEST: (Sample —Do Not Sign) City Clerk AUTHENTICATION CERTIFICATE OF AND REGISTRATION This note is one of the series designated therein and has been registered to the owner named in said note 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 notes. (Sample —Do Not Sign) City Treasurer, Paying Agent and Registrar —15— (FORM OF ASSIGNMENT) For value received, hereby sells, assigns and transfers unto , (Social Security or Taxpayer I.D. No. ) the within note and hereby irrevocably constitutes and appoints , attorney, to transfer the same on the books of registration in the office of the within - mentioned Paying Agent and Registrar with full power of substitution in the premises. Dated: Registered Owner(s) Signature Guaranteed C Authorized Officer Note: The signature(s) of this assignment MUST CORRESPOND with the name(s) as written on the face of the within note 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. —16— Section 8. Each of the Notes 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 Notes shall be issued initially as "book- entry- only" notes under the services of The Depository Trust Company (the "Depository "), with one typewritten note 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 include any "blanket" letter previously executed and delivered), for and on behalf of the City, which shall thereafter govern matters with respect to registration, transfer, payment and redemption of the Notes. Upon the issuance of the Notes as "book- entry- only" notes, 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 Notes as securities depository (each, a "Note Participant ") or to any person who is an actual purchaser of a Note from a Note Participant while the Notes 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 Note Participant with respect to any ownership interest in the Notes, (ii) the delivery to any Note Participant, any Beneficial Owner or any other person, other than the Depository, of any notice with respect to the Notes, including any notice of redemption, or (iii) the payment to any Note Participant, any Beneficial Owner or any other person, other than the Depository, of any amount with respect to the Notes. The Paying Agent and Registrar shall make payments with respect to the Notes only to or upon the order of the Depository or its nominee, and all such payments shall be valid and effective fully to satisfy and discharge the obligations with respect to such Notes to the extent of the sum or sums so paid. No person other than the Depository shall receive an authenticated Note, except as provided in (e) below. —17— (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 Notes requested by the Depository in appropriate series and 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 Notes or (ii) to make available Notes registered in whatever name or names as the Beneficial Owners transferring or exchanging such Notes shall designate. (c) If the City determines that it is desirable that certificates representing the Notes be delivered to the ultimate beneficial owners of the Notes 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 Note Participants of the availability through the Depository of note certificates representing the Notes. In such event, the Paying Agent and Registrar shall issue, transfer and exchange note certificates representing the Notes as requested by the Depository in appropriate series and amounts and in authorized denominations. (d) Notwithstanding any other provision of this ordinance to the contrary, so long as any Note is registered in the name of the Depository or any nominee thereof, all payments with respect to such Note and all notices with respect to such Note shall be made and given, respectively, to the Depository as provided in the Letter of Representations. (e) Registered ownership of the Notes may be transferred on the books of registration maintained by the Paying Agent and Registrar, and the Notes may be delivered in physical form to the following: (i) any successor securities depository or its nominee, or (ii) any person, upon (A) the resignation of the Depository from its functions as depository or (B) termination of the use of the Depository pursuant to this Section and the terms of the ordinance. If for any reason the Depository resigns and is not replaced, the City shall immediately provide a supply of printed note certificates for each series, duly executed by manual or facsimile signatures of the Mayor and City Clerk and sealed with the City's seal, for issuance upon the transfers from the Depository and subsequent transfers or in the event of partial redemption. In the event that such I "'. supply of certificates shall be insufficient to meet the requirements of the Paying Agent and Registrar for issuance of replacement certificates upon transfer or partial redemption, the City agrees to order printed an additional supply of such certificates and to direct their execution by manual or facsimile signatures of its then duly qualified and acting Mayor and City Clerk and by imprinting thereon or affixing thereto the City's seal. In case any officer whose signature or facsimile thereof shall appear on any Note shall cease to be such officer before the delivery of such Note (including such certificates delivered to the Paying Agent and Registrar for issuance upon transfer or partial redemption), such signature or such facsimile signature shall nevertheless be valid and sufficient for all purposes the same as if such officer or officers had remained in office until the delivery of such Note. The City Treasurer shall maintain a record of information with respect to said Notes 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 Auditor of Public Accounts of the State of Nebraska. After execution of the Notes of a particular series, they shall be delivered to the Paying Agent and Registrar for registration and the Paying Agent and Registrar shall execute a certificate on each Note of such series showing such registration and authentication thereof. Upon execution and registration of the Notes of each series, they shall be delivered to the City Treasurer who is authorized to deliver them to Ameritas Investment Corp. as initial purchaser thereof (the "Initial Purchaser ") upon receipt of a purchase price as provided in the related Designation, which purchase price shall take into account: (a) underwriter's discount for such series not in excess of One Percent (1.00 %) of the stated principal amount of such series, (b) original issue premium and /or discount for such series such that the aggregate net original issue discount for such series is not more than Two Percent (2.00 %) of the stated principal amount of such series, and (c) accrued interest thereon (if any) to date of payment for such series of Notes. The Initial Purchaser shall have the right to direct the registration of the Notes —19— of each series and the denominations, subject to the restrictions of this ordinance. The form of the bond purchase agreement for the purchase of each series of Notes is hereby approved and, upon execution and delivery of the Designation for each respective issue of Notes, the officers of the City are authorized to finalize such bond purchase agreement for each such issue, and its execution by any officer on behalf of the City is hereby authorized. The Initial Purchaser and its agents, representatives and counsel (and Baird Holm LLP, as 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 each series of Notes of each such issue, including, without limitation, authorizing the release of such Notes by the Depository at the closing of each such issue. Section 9. The City Clerk is hereby directed to make and certify a transcript of the proceedings of the City precedent to the issuance of the Notes which shall be delivered to the initial purchaser of the Notes. Section 10. The City hereby covenants and agrees to issue and sell its water system revenue bonds in a sufficient amount and at such times as will enable it to take up and pay off the Notes herein ordered issued, both principal and interest, at or prior to maturity, if not previously paid from other sources. The "Retained Revenues Account" previously established under the terms of the Outstanding Bond Ordinances, is hereby ratified and confirmed. Pending payment from the proceeds of such water system revenue bonds, the Notes are payable only and solely from the Retained Revenues Account, and as such, are subject to the prior payment of operation and maintenance expenses and all payments with respect to the Outstanding Bonds and any Additional Bonds which may from time to time be issued and outstanding, all as described in the Outstanding Bond Ordinances. The City further agrees that it will establish, maintain and collect rates and charges for its Water System throughout the life of the Notes sufficient to enable the City to make all payments —20— with respect to the Outstanding Bonds and the Notes and any Additional Bonds issued and outstanding from time to time, and to issue and sell its water system revenue bonds in an amount sufficient to pay in full the Notes at or prior to maturity to the extent not provided for from other sources. The City further agrees that said rates and charges shall also be sufficient, after taking into consideration any other revenues available, to provide for all costs associated with the ownership, operation, maintenance, renewal and replacement of the Water System. The Notes shall not be a debt of the City within the meaning of any constitutional, statutory, or charter limitation upon the creation of general obligation indebtedness of the City, and the City shall not be liable for the payment thereof out of any money of the City other than from monies received by the issuance and sale of permanent water system revenue bonds, as described herein and from monies in the Retained Revenues Account. The holders of said Notes have a lien on the revenue and earnings of the City's Water System, which lien shall be in all respects junior to the lien in favor of the Outstanding Bonds and any Additional Bonds from time to time issued and outstanding. The lien provided for in this ordinance in favor of the holders of the Notes shall not prevent the City from applying the revenues of the Water System to any purpose permitted by law and the Outstanding Bond Ordinances including the payment of the costs of further improvements to the Water System and payments on other indebtedness incurred for improvements to the Water System. Section 11. Moneys in the Retained Revenues Account which are not immediately required for paying principal or interest as the same falls due on the Notes herein authorized shall be invested as provided in the Outstanding Bond Ordinances, or in any investments which are permissible for funds of a city of the first class. Such investments shall mature or be redeemable at the option of the holder at such time or times as shall make funds available when needed for the purposes of paying —21— said principal and interest. The City Treasurer is hereby directed to disburse moneys in the Retained Revenues Account to pay principal and interest on the Notes herein authorized as the same fall due, without further authorization. Section 12. There is hereby established with the City Treasurer of the City a special fund to be known as the "City of Blair, Water System Revenue Bond Anticipation Note Construction Fund ", herein referred to as the "Construction Fund ", with separate sub - accounts for each series of the Notes. Into the Construction Fund there shall be deposited in the applicable sub - account the balance of proceeds from the sale of the Notes herein authorized after payment of issuance expenses. Said Construction Fund shall be kept separate and apart from all other funds of the City. Moneys in the Construction Fund shall be used and applied to pay the costs of the Project as directed by the Mayor and Council of the City and moneys (if any) in the Construction Fund not required to pay for improvements may be applied to the redemption of said Notes prior to maturity. Moneys in the Construction Fund which are not immediately required for paying the costs of the Project shall be invested in any investments which are permissible for funds of a city of the first class. Such investments shall mature or be redeemable at the option of the holder at such time or times as shall make funds available when needed for purposes of paying the costs of the Project. Any earnings on such investments shall be used for paying the costs of the Project in the same manner as other moneys in the Construction Fund. Monies in the Construction Fund may be transferred to the Retained Revenues Account for payment of interest falling due on the Notes. Section 13. The City hereby reserves the right, subject to the terms of the Outstanding Bond Ordinances, to issue additional water system revenue bond anticipation notes for the purpose of refunding the Notes herein ordered issued at or prior to maturity and for paying additional costs of extending, enlarging and improving the City's Water System. This ordinance shall constitute an irrevocable contract between the City and the registered owners of all of said Notes and said contract cannot be changed or altered without the written consent of the registered owners of 75% in principal amount of Notes then outstanding. Section 14. The City Treasurer shall be bonded, including coverage under her official bond, in an amount sufficient to cover the moneys which may be placed in her hands pursuant to the provisions of this ordinance. Any other person employed by the City in the collection or handling of moneys derived from or related to the City's Water System and derived from and related to the funds provided for in this ordinance shall also be bonded in amounts sufficient to cover the moneys which may be placed in his or her hands. The amount and sufficiency of such bonds shall be determined by the Mayor and Council and such bonds shall have as surety thereon a reputable insurance company authorized to do business in the State of Nebraska. Section 15. The City will maintain as long as any of said Notes are outstanding with reputable insurance companies insurance as required under the terms of the Outstanding Bond Ordinances, including insurance on the City's Water System (including the Project), of the kind and in the amounts as would commonly be carried by private utilities engaged in and operating the same or similar utilities. Such insurance shall include, but not necessarily be limited to, workers' compensation, public liability, fire, windstorm and comprehensive coverage. In the event of any loss or damage to any part of the Water System, the proceeds of which may be collected or paid on any policy or policies covering the same, shall be used by the City as provided in the Outstanding Bond Ordinances to rehabilitate said Water System. Section 16. If and to the extent that a particular series of Notes is issued as notes, the interest —23— on which is exempt from gross income for federal income tax purposes (hereinafter, a "Tax- Exempt Series "), the City hereby covenants with the purchasers and registered owners of any Tax - Exempt Series that it will make no use of the proceeds of said Tax - Exempt Series, including monies held in any sinking fund for the payment of principal of and interest on said Tax - Exempt Series, which would cause said Tax - Exempt Series to be arbitrage bonds within the meaning of Sections 103(b) and 148 of the Code, and further covenants to comply with said Sections 103(b) and 148 and all applicable regulations thereunder throughout the term of said Tax - Exempt Series issue. The City hereby covenants and agrees to take all actions necessary under the Code to maintain the tax exempt status (as to taxpayers generally) of interest payable on the Notes of any Tax- Exempt Series. The City hereby further covenants and warrants with respect to any Tax - Exempt Series as follows: (a) No portion of the Project or the Water System financed with the proceeds of the Tax - Exempt Series will consist of any airplane, health club facility, skybox or other luxury box, facility primarily used for gambling or store the principal business of which is the sale of alcoholic beverages for consumption off premises. (b) Any and all office space constituting a part of the property or improvements financed by the Tax - Exempt Series shall be located at the City's Water Treatment Plant (of which the Project is a part) and not more than a de minimis amount of the functions to be performed at such office shall be other than directly related to the day -to -day operations of City's Water System. (c) The average maturity of the Tax - Exempt Series does not and shall not exceed 120% of the remaining average reasonably expected economic life of the Proj ect. (d) Less than 25% of the proceeds of the Tax - Exempt Series will be applied for the acquisition of land or an interest in land. (e) All of the Project financed with any Tax - Exempt Series will be new property with its first use being made pursuant to acquisition from such proceeds. (f) No more than 2% of the proceeds of a Tax - Exempt Series shall be applied to pay any expenses related to the issuance of such Tax - Exempt Series. —24— (g) The City shall make payments and reports with respect to arbitrage rebate with respect to any Tax - Exempt Series as required under the terms of Section 148 of the Code and applicable regulations thereunder. (h) No portion of the proceeds of a Tax - Exempt Series will be used to acquire property to be leased to the government of the United States of America or to any department, agency or instrumentality of the government of the United States of America; and no moneys in the debt service fund for any Tax - Exempt Series (or other fund created for a Tax - Exempt Series under the Ordinance) shall be invested in investments which cause the Tax - Exempt Series to be federally guaranteed within the meaning of Section 149(b) of the Code. If at any time the moneys in such funds exceed, within the meaning of Section 149(b)(3)(B) ofthe Code, (i) amounts invested for an initial temporary period until the moneys are needed for the purpose for which the Notes of a Tax - Exempt Series were issued, (ii) investments of a bona fide debt service fund for a Tax - Exempt Series, and (iii) investments of a reserve for a Tax - Exempt Series which meet the requirement of Section 148(d) of the Code, such excess moneys shall be invested in only those government obligations, as otherwise appropriate, which are (A) obligations issued by the United States Treasury, (B) other investments permitted under regulations, or (C) obligations which are (a) not issued by, or guaranteed by, or insured by, the United States or any agency or instrumentality thereof or (b) not federally insured deposits or accounts, all within the meaning of Section 149(b)(3)(B) of the Code. (i) Water from the Water System is and will be made available to members of the general public (including electric utility, industrial, agricultural, or commercial users). 0) The Water System is and will be owned by the City, and rates for the furnishing or sale of water from the Water System have been and will be established and approved by the City. The covenants set forth in this Section are intended to apply to the Notes of a Tax - Exempt Series, and are not intended to apply to any series of Notes issued as taxable notes (a "Taxable Series "). The City's covenants are not intended to provide assurance of the tax - exempt status of interest on any Tax - Exempt Series in the event that, and for any period of time when, any of the Tax - Exempt Series are held by a "substantial user" of the Project or a "related person" of any such substantial user within the meaning of Section 147(a) of the Code. —25— Section 17. 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 Notes, 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 (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 Notes: (1) principal and interest payment delinquencies; (2) non - payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (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 Notes, or other material events affecting the tax status of the Notes; (7) modifications to rights of the holders of the Notes, if material; WOM (8) bond calls, if material, and tender offers; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Notes, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership or similar events of the City (this event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the City in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City); (13) the consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) appointment of a successor or additional trustee or the change of name of a trustee, if material. The City has not undertaken to provide notice of the occurrence of any other event, except the events listed above. (d) in a timely manner, notice of any failure on the part of the City to provide Annual Financial Information not later than the Delivery Date. The City agrees that all documents provided to the MSRB under the terms of this continuing disclosure undertaking shall be in such electronic format and accompanied by such identifying information as shall be —27— 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 Notes (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 Notes remain outstanding. Section 18. The Preliminary Official Statement substantially in the form presented herewith is hereby approved and the Mayor and City Clerk are hereby authorized to approve and deem final on behalf of the City a final Preliminary Official Statement and a final Official Statement with any changes deemed appropriate by them. Section 19. The Mayor, Clerk, Treasurer and City Administrator 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 Notes as contemplated by this Ordinance. Section 20. The aggregate principal amount of Notes to be issued, and the series description, initial Interest Payment Date, final interest rates and pricing (taking into account underwriter's discount and original issue discount and /or premium) for the Notes and such other terms to be determined by a Designation pursuant to other provisions of this Ordinance shall be determined in a written designation or bond purchase agreement for the Notes (the "Designation ") to be executed on behalf of the City by the Mayor and, and such Designation, when executed by the Mayor and agreed to by the Initial Purchaser, shall W► '. constitute the final approving action of the City for the Notes without further action of the City Council. Section 21. In order to promote compliance with certain federal tax and securities laws relating to any Notes of a Tax - Exempt Series 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 22. As and to the extent provided in the Designation, the Notes of a series may be issued as a Taxable Series or a Tax - Exempt Series. Notes issued as a Taxable Series shall be designated "Water System Revenue Bond Anticipation Notes, Series 2012_ (Taxable Series)" (or other designation set forth in the Designation indicating that such series of Notes is a Taxable Series). The provisions of Sections 16 and 21 of this Ordinance shall not apply to any Notes which are issued as Taxable Series. The Designation may provide for the establishment of separate funds and /or accounts relating to Taxable Series and Tax - Exempt Series, as deemed appropriate by such officers. Section 23. If any section, paragraph, clause, or provision ofthis 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 24. All ordinances, resolutions or orders, or parts thereof, in conflict with the provisions of this ordinance are to the extent of said conflict hereby repealed. _29_ Section 25. This ordinance shall be published in pamphlet form and shall be in full force and effect from and after its passage as provided by law. PASSED AND APPROVED this 10th day of July, 2012. CITY OF BLAIR, NEBRASKA J E. REALPH, MAYOR ATTEST: BRENDA R. WHEELER, CITY CLERK (SEAL) STATE OF NEBRASKA ) ) :ss: COUNTY OF WASHINGTON ) BRENDA R. WHEELER, hereby certifies that she is the duly appointed, qualified, and acting City Clerk of the City of Blair, Nebraska, and that the above and foregoing Ordinance was duly passed and approved at a regular meeting of the Mayor and City Council of said City held on the 1 0th day of July, 2012. ' BRENDA RA RA WHEELER, CITY CLERK —30— 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 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. 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.emma.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 —31— with respect to each outstanding bond issue: (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 —32— 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 —33—