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2267ORDINANCE NO. 2267 AN ORDINANCE PROVIDING FOR THE ISSUANCE OF FLOOD CONTROL BOND ANTICIPATION NOTES, SERIES 2014, IN THE AMOUNT OF UP TO THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) FOR THE PAYMENT OF COSTS IN CONNECTION WITH THE CONSTRUCTION OF FLOOD CONTROL IMPROVEMENTS WITHIN THE CITY OF BLAIR, NEBRASKA; AUTHORIZING THE OFFICERS OF THE CITY TO DESIGNATE THE FINAL TERMS OF THE NOTES WITHIN STATED PARAMETERS; PROVIDING FOR A PAYING AGENT AND REGISTRAR FOR THE NOTES; AGREEING TO ISSUE BONDS TO PAY THE NOTES AND ACCRUED INTEREST AT MATURITY AND ORDERING THE PUBLICATION OF THE ORDINANCE IN PAMPHLET FORM. BE IT ORDAINED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF BLAIR, NEBRASKA: Section 1. The Mayor and Council of the City of Blair, Nebraska hereby find and determine: (a) that the water treatment plant and the wastewater treatment plant for the City are located adjacent to one another on the same parcel of land within the City limits and located immediately west of the Missouri River; that both plants are located within the Missouri River flood fringe, outside of the floodway, and are vulnerable to flooding; that following the high river event in the spring and summer of 2011, the City began exploring options to provide permanent flood protection for the water treatment plant and the wastewater treatment plant to prevent future flood related damage and to allow for the continuous operation of both plants; that the proposed project is required to address continuous access to the facilities, risk reduction, backup power, and provision for the removal of plant effluent and storm water from the site, all in furtherance of the City's program of flood and storm water control, drainage and disposal (the "Program "); (b) that a Federal Emergency Management Agency ( "FEMA ") Hazard Mitigation Grant Program application was prepared and submitted for the purpose of obtaining funds relating to the Program (including the Project described below), and Phase I Conditional approval was granted by FEMA on December 17, 2013, and therefore certain funds (the "FEMA Grant Funds ") have been or are expected to be received; (c) that the City proposes to build, construct and improve certain dams, dikes, levees, drainways, channels, structures, devices, storm water sewers and systems, and other works and appurtenances thereto (collectively, the "Project ") for the control, management, drainage and disposal of flood, storm or surface waters, for the protection, benefit and welfare of the City and its inhabitants and their property, specifically including, without limitation structures related to flood control (including street embankments and earthen berms), and additions, alterations (including reconstruction and relocation of utilities) and improvements (including backup generators) for any such flood control facilities for the control, management, drainage, and disposal of flood, storm, or surface waters, to prevent damage from future flooding situations in the City, all in furtherance of the Program; (d) that following approval of the electors of the City on November 6, 2012, the City imposes a one and one -half percent (1.50 %) sales and use tax on the same transactions within such incorporated municipality on which the State of Nebraska is authorized to impose a tax, the proceeds of which shall be used only for the purposes specified in Ordinance No. 2236, passed and approved on January 8, 2013, including but not limited to, storm sewers and utility infrastructure, public facilities, flood control and prevention, debt service, and the maintenance of costs associated therewith ( "Sales Tax Proceeds "); (e) that the City is authorized by Sections 16 -6,106 to 16- 6,109, R.R.S. Neb. 2012, as amended (the "Act ") to issue general obligation bonds to pay the costs of storm water control, drainage and disposal provided that the requirements for notice and hearing set forth in Section 16 -6,108 of the Act are satisfied, and to issue warrants pending the issuance of such bonds; (f) that the Mayor and Council have made arrangements for the holding of a hearing and publication of notice of such hearing in accordance with such Section 16- 6,108, and such hearing is to be conducted on December 9, 2014; (g) that the City is authorized by Section 10 -137, R.R.S. Neb. 2012, as amended, to issue bond anticipation notes in lieu of issuing warrants to provide for the interim financing of the Project and related costs pending the issuance of permanent general obligation bonds; and (h) that all conditions, acts and things required by law to exist or to be done precedent to the issuance of the notes herein authorized do exist and have been done as required by law. Section 2. For the purpose of providing interim financing for the costs of the improvements set out in Section 1 pending the issuance of permanent general obligation bonds by the City of Blair, there shall be and there are hereby ordered issued notes of the City of Blair, Nebraska, to be known as Flood Control Bond Anticipation Notes, Series 2014 (the "Notes ") of the aggregate principal amount of up to Three Million Five Hundred Thousand Dollars ($3,500,000), with said Notes maturing, bearing interest at a rate, subject to redemption, and bearing such other terms, to be determined by designation of the Mayor or City Administrator (or either of such officers, each, an 2 "Authorized Officer ") in a written designation or note purchase agreement signed by an Authorized Officer and agreed to by the initial purchaser of the Notes (the "Designation "); provided that the true interest cost of the Notes shall not exceed 2% per annum (said interest to be computed on the basis of a 360 -day year consisting of twelve 30 -day months) and the Notes shall mature on a date no later than December 15, 2017. 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 shall be the date of delivery thereof. Interest on the Notes shall be payable semiannually on June 15 and December 15 of each year, commencing on June 15, 2015 (or such other date or dates as may be determined in the Designation, each of said dates an "Interest Payment Date ") and the Notes 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. 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 day of the month immediately preceding the month in which such Interest Payment Date occurs (or such other record date as may be determined in the Designation, the "Record Date "), subject to the provisions of Section 5 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 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 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 be maintained in Section 4 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 3 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 4. The City Treasurer is hereby designated as Paying Agent and Registrar for the Notes. The City may at any time appoint a qualified successor paying agent and registrar and may enter into such agreements as may be necessary to effectuate such appointment. The Paying Agent and Registrar shall keep and maintain for the City books for the registration and transfer of the Notes at the City's offices (or other offices of any successor paying agent). 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 interest rate, aggregate principal amount and maturity. To the extent of the denominations authorized for the Notes by this M ordinance, one such Note may be transferred for several such Notes of the same 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 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 5. In the event that payments of interest due on the Notes 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 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 6. 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. 5 Section 7. The Notes of this issue shall be 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, 2016 (or such other early redemption date as may be determined in the Designation), at par (or other redemption price as may be 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 registered owner of such Note at such owner's registered address. Such notice shall designate the Note or Notes to be redeemed by 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 8. The Notes shall be in substantially the following form: UNITED STATES OF AMERICA STATE OF NEBRASKA COUNTY OF WASHINGTON FLOOD CONTROL BOND ANTICIPATION NOTE, SERIES 2014 OF THE CITY OF BLAIR, NEBRASKA Im Interest Rate Maturity Date of Original Issue CUSIP No. % December 15, 201 December , 2014 Registered Owner: Principal Amount: THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) KNOW ALL PERSONS BY THESE PRESENTS: That the City of Blair, in the County of Washington, in the State of Nebraska, hereby acknowledges itself to owe and for value received promises to pay to the registered owner specified above, or registered assigns, the principal amount specified above in lawful money of the United States of America on the maturity date specified above with interest thereon to maturity (or earlier redemption) from the date of original issue or most recent Interest Payment Date to which interest has been paid or provided for, whichever is later, at the rate per annum specified above, payable semiannually on June 15 and December 15 of each year, commencing June 15, 2015 (each of said dates an "Interest Payment Date "). Said interest shall be computed on the basis of a 360 -day year consisting of twelve 30 -day months. The principal hereof 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 Blair, Nebraska, as 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 last 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 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. This note is one of an issue of fully registered notes of the total principal amount of $3,500,000, 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 constructing flood control improvements in Blair, Nebraska, pending the issuance of general obligation flood control bonds or other bonds to provide for the permanent financing of such improvements. The issuance of this note and the other notes of this issue has been lawfully authorized by an ordinance (the "Ordinance ") duly passed, approved and published by the Mayor and Council of the City of Blair in strict compliance with Section 10 -137 and Section 16- 6,108, Reissue Revised Statutes ofNebraska, 2012, as amended. The City hereby certifies and warrants that it has taken all actions necessary and appropriate for authorization of the construction of said improvements and agrees that the notes of this issue shall be paid from the proceeds of flood control bonds or other bonds issued by the City at or before the maturity of the notes of this issue, to the extent not paid from other sources such as the FEMA Grant, Sales Tax Proceeds, and Water System Revenue (as each is defined in the Ordinance). The City reserves the right to issue additional bond anticipation notes to pay additional costs of said improvements or other improvements or to pay or redeem the notes of this issue. All notes of this issue are subject to redemption prior to maturity on , 2016 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. Individual notes may be redeemed in part but only in the amount of $5,000 or any integral multiple thereof. 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, 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. 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. 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 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 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 of Blair, Nebraska, 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 issue shown above. THE CITY OF BLAIR, NEBRASKA (SEAL) By: (Sample — Do Not Sign) Mayor ATTEST: (Sample — Do Not Sign) City Clerk 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. City Treasurer, Paying Agent and Registrar for the City of Blair, Nebraska (FORM OF ASSIGNMENT) For value received, hereby sells, assigns and transfers unto (Social Security or Taxpayer I.D. No. ) the within 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 M 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, Midwest or other stock exchange. Section 9. 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. 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 certificate per maturity being issued to the Depository. In such connection said officers are authorized to execute and deliver a Letter of Representations (the "Letter of Representations ") in the form required by the Depository (which may be in the form of a blanket letter, including any such letter previously executed and delivered), for and on behalf of the City, which shall thereafter govern matters with respect to registration, transfer, payment and redemption of the 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. (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 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 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. (f) In the event of any partial redemption of a Note unless and until such partially redeemed Note has been replaced in accordance with the provisions of this ordinance, the books and records of the Paying Agent and Registrar shall govern and establish the principal amount of such Note as is then outstanding and all of the Notes issued to the Depository or its nominee shall contain a legend to such effect. If for any reason the Depository is terminated or resigns and is not replaced, the City shall immediately provide a supply of printed note certificates, duly executed by manual or facsimile signatures of the Mayor and City Clerk and sealed with the City's seal, for issuance upon the transfers from the Depository and subsequent transfers or in the event of partial redemption. In the event that such supply of certificates shall be insufficient to meet the requirements of the Paying Agent and Registrar for issuance of replacement certificates upon transfer or partial redemption, the City agrees to order printed an additional supply of such certificates and to direct their execution by manual or facsimile signatures of its then duly qualified and acting Mayor and City 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 note 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. After execution of the Notes they shall be delivered to the Paying Agent and Registrar for registration and said Paying Agent and Registrar shall execute a certificate on each Note showing such registration and authentication thereof. Upon execution and registration of the Notes, they shall be delivered to the City Treasurer who is authorized to deliver them to Ameritas Investment Corp., as initial purchaser thereof upon receipt of a purchase price to be determined in the Designation (which shall be not less than 99% of the principal amount of the Notes, plus or minus original issue discount /premium as applicable, plus accrued interest thereon to date of payment for the Notes). The Authorized Officers of the City (or any one of them) are hereby authorized to execute and deliver a note purchase agreement for and on behalf of the City in form and substance satisfactory to the Authorized Officer executing the same. Said initial purchaser shall have the right to direct the registration of the Notes and the denominations, subject to the restrictions of this ordinance. Such purchaser and its agents, representatives and counsel (as well as 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 Notes, including, without limitation, authorizing the release of the Notes to the Depository at closing. Section 10. The City Clerk is hereby directed to make and certify a transcript of the proceedings of the City precedent to the issuance of said Notes which shall be delivered to the purchaser of said Notes. Section 11. The City hereby covenants and agrees to take all steps necessary for the completion of the improvements described in Section 1 hereof in such a manner that upon completion the City will be authorized to issue and sell its general obligation flood control bonds or other bonds to pay the costs of said improvements, and hereby covenants and agrees to issue and sell its general obligation flood control bonds or other 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, to the extent not paid from other sources, including but not limited to Sales Tax Proceeds, the FEMA Grant, and available monies (if any) in the Retained Revenues Account of the Blair Water System Fund ( "Water System Revenue "). The City reserves the right to issue additional bond anticipation notes for the purpose of paying further costs of the improvements described in Section 1 and for the purpose of paying costs of further public improvements of the City and further reserves the right to issue such notes for purposes of paying or refunding the Notes herein authorized at or prior to maturity. Section 12. The proceeds of the Notes of this issue shall be held by the City Treasurer in a separate fund (the "2014 Construction Fund ") and applied, upon order of the Mayor and Council, to pay costs of the improvements described in Section 1 hereof (including payments to contractors, and redemption of outstanding warrants, as applicable) and issuance expenses for the Notes. Moneys in the 2014 Construction Fund not required for immediate use may be invested in any investments which are permissible for a city of the class to which the City of Blair belongs. Section 13. The holders of the Notes of this issue shall be subrogated to all rights of the holders of any claims which are paid from the proceeds of said Notes. Section 14. The City hereby covenants to the purchasers and holders of the Notes hereby authorized that it will make no use of the proceeds of said Note issue, including monies held in any sinking fund for the Notes, which would cause the Notes to be arbitrage bonds within the meaning of Sections 103 (b) and 148 of the Internal Revenue Code of 1986, as amended (the "Code "), and further covenants to comply with said Sections 103(b) and 148 and all applicable regulations thereunder throughout the term of said issue. The City hereby covenants and agrees to take all actions necessary under the Code to maintain the tax exempt status (as to taxpayers generally) of interest payable on the Notes, including reporting and payment of rebate amounts under Section 148 of the Code if and to the extent required. Section 15. In accordance with the requirements of Rule 15c2 -12 (the "Rule ") promulgated by the Securities and Exchange Commission, the City is authorized to enter into a continuing disclosure undertaking (the "Undertaking ") and to provide continuing disclosure with respect to the Notes as and to the extent required by the Rule. Any Authorized Officer is authorized to approve the final form of the Undertaking and to execute the Undertaking on behalf of the City. 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 in the Undertaking 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 ofthe City, as described in the Undertaking, shall cease when none of the Notes remain outstanding. Section 16. 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 Preliminary Official Statement for distribution in connection with the offering of the Notes and a final Official Statement with any changes deemed appropriate by them. Section 17. 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 18. 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 11th day of November, 2014. CITY OF BLAIR, NEBRASKA 11 N - ES E. REALPH, MAYO ATTEST: B M NDA R. WHE LER, 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 passed at a regular meeting of the Mayor and City Council of said City held on the 11 th day of N vember, 2014. 1-2 tA) 7 6ga'4.A 4 LZ BRENDA R. WHEELER, CITY CLERK