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11/21/2000 Ordinances 8638 .. I ORDINANCE NO. ~ ~3& AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF BOND ANTICIPATION NOTES OF THE CITY OF GRAND ISLAND, NEBRASKA, IN THE PRINCIPAL AMOUNT OF THREE MILLION THREE HUNDRED FORTY THOUSAND DOLLARS ($3,340,000) FOR THE PURPOSE OF PROVIDING INTERIM FINANCING FOR THE COSTS OF STREET IMPROVEMENTS FOR STREET IMPROVEMENT DISTRICT NO. 1221, PENDING THE ISSUANCE OF PERMANENT GENERAL OBLIGATION VARIOUS PURPOSE BONDS OF THE CITY; PRESCRIBING THE FORM OF SAID NOTES; AGREEING TO ISSUE THE CITY'S GENERAL OBLIGATION VARIOUS PURPOSE BONDS TO PAY THE NOTES AT MATURITY OR TO PAY THE NOTES FROM OTHER AVAILABLE FUNDS; 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 MA YORAND CITY COUNCIL OF THE CITY OF GRAND ISLAND, NEBRASKA: Section 1. The Mayor and Council hereby find and determine that the City has by ordinance created Street Improvement District No. 1221; that the City is authorized to construct street I improvements in said district by virtue of the provisions of Sections 16-623 and 16-626, R.R. S. Neb. 1997, as amended; that the City has or shall incur costs for constructing street improvements in said I district of not less than $3,340,000, in addition to costs provided for by the City's Bond Anticipation Notes, date of original issue - December 15, 1999, issued in the principal amount of $1,420,000. Section 2. The Mayor and Council further find and determine that it is therefore necessary and advisable that the City issue its notes pending permanent financing pursuant to Sections 16-623 and 16-626, 18-1801 and 18-1802, RRS. Neb. 1997, as amended; that pursuant to Section 10-137, RRS. Neb. 1997, the City is authorized to issue notes for the purpose of providing temporary financing for the costs of the improvements in said district, and to pay the cost of issuing the notes; that all conditions, acts and things required by law to exist or to be done precedent to the issuance of Bond Anticipation Notes in the amount of$3,340,000 to pay such costs in said district do exist and have been done as required by law. I Section 3. For the purpose of providing interim financing for the costs set out in Section t pending the issuance ofpermanent general obligation Various Purpose Bonds by the City, there shall be and there are hereby ordered issued notes of the City to be known as Bond Anticipation Notes, Series 2000 (the "2000 Notes" or "Notes"), ofthe aggregate principal amount of Three Million Three Hundred Forty Thousand Dollars ($3,340,000), with said notes bearing interest at the rate of5.00% per annum (said interest to be computed on the basis of a 360-day year consisting of twelve 30-day months), and to become due on January 15,2002. 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 on July 15, 2001, and January 15,2002 (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, whichever is later. I The interest due ou each Interest Payment Date shall he payahle to the registered owners of record as of the close of business on the last business day of the month immediately preceding the month in which such Interest Payment Date occurs (the "Record Date"), subj ect 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 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 ofthe 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 I hereof. Payments of principal due at maturity, together with any unpaid interest accrued thereon, -2- I 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 ofthe City and said Paying Agent and Registrar, in respect ofthe liability upon the Notes or claims for interest to the extent of the sum or sums so paid. Section 4. Cornerstone Bank, National Association, York, Nebraska, is hereby designated I as Paying Agent and Registrar for the Notes. Said Paying Agent and Registrar shall serve in such capacities under the terms of an agreement entitled "Paying Agent and Registrar's Agreement" between the City and said Paying Agent and Registrar, the form of which is hereby approved. The Mayor and City Clerk are hereby authorized to execute said agreement in substantially the form presented but with such changes as they shall deem appropriate or necessary. The Paying Agent and Registrar shall keep and maintain for the City books for the registration and transfer ofthe Notes at its principal corporate trust office. 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 I pursuant to its provisions at the principal corporate trust office 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 -3- I by such owner's duly authorized agent, and thereupon the Paying Agent and Registrar on behalf of the City will deliver at its principal corporate trust 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 ofthe denominations authorized for the Notes by this 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 ofthe City evidencing the same obligations as the Notes surrendered and shall be entitled I 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. 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 ofthe 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. I -4- I I I 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 where the principal corporate trust office ofthe Paying Agent and Registrar is located 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 7. The Notes shall be in substantially the following form: -5- I I I UNITED STATES OF AMERICA STATE OF NEBRASKA COUNTY OF HALL BOND ANTICIPATION NOTE OF THE CITY OF GRAND ISLAND, NEBRASKA SERIES 2000 No. Interest Rate Maturity Date January 15,2002 Date of Original Issue CUSIP No. Registered Owner: Principal Amount: Dollars KNOW ALL PERSONS BY THESE PRESENTS: That the City of Grand Island, in the County of Hall, in the State of Nebraska, hereby acknowledges itselfto 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 from the date of original issue or most recent interest payment date, whichever is later, at the rate per annum specified above, payable on July 15, 2001 and January 15, 2002 (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 is payable upon presentation and surrender of this note at the principal corporate trust office of Cornerstone Bank, National Association, Paying Agent and Registrar, in York, Nebraska. Interest on this note due prior to maturity will be paid on each Interest Payment Date by a check or draft mailed by the Paying Agent and Registrar to the registered owner of this note, as shown on the books of record maintained by the Paying Agent and Registrar, at the close of business on the last business day of the month immediately preceding the month in which the Interest Payment Date occurs, to such owner's address as shown on such books and records. Any interest not so timely paid shall cease to be payable to the person entitled thereto as of the record date such interest was payable, and shall be payable to the person who is the registered owner of this 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 $3,340,000, 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 costs of constructing street improvements in Street Improvement District No. 1221, pending the issuance of general obligation Various Purpose Bonds or other bonds of the City. The issuance ofthis note and the other notes of -6- I I I this issue has been lawfully authorized by an ordinance duly passed, approved and published by the Mayor and Council of the City of Grand Island in strict compliance with Section 10-137, Reissue Revised Statutes of Nebraska, 1997, 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 Various Purpose Bonds or other bonds issued by the City at or before the maturity of the notes of this issue. The City reserves the right to issue additional bond anticipation notes to pay additional costs of said improvements or other improvements or to payor redeem the notes of this issue. This note is transferable by the registered owner or such owner's attorney duly authorized in writing at the principal corporate trust office of Cornerstone Bank, National Association, York, Nebraska, as Paying Agent and Registrar, upon surrender and cancellation ofthis 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. Ifthe date for payment ofthe principal of or interest on this note shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the city where the principal corporate trust office of the Paying Agent and Registrar is located 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-ONL Y TRANSFERS THROUGH THE DEPOSITORY TRUST COMPANY, NEW YORK, NEW YORK (TOGETHER WITH ANY SUCCESSOR SECURITIES DEPOSITORY APPOINTED PURSUANT TO THE ORDINANCE, "DTC"), AND NOTWITHSTANDING ANY OTHER PROVISIONS OF THE ORDINANCE TO THE CONTRARY, A PORTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE PAID OR REDEEMED WITHOUT SURRENDER HEREOF TO THE PAYING AGENT AND REGISTRAR. DTC ORA NOMINEE, TRANSFEREE OR ASSIGNEE OF DTC OF THIS BOND MAY NOT RELY UPON THE PRINCIPAL AMOUNT INDICATED HEREON AS THE PRINCIPAL AMOUNT HEREOF OUTSTANDING AND UNPAID. THEPRINCIP ALAMOUNT -7- I HEREOF OUTSTANDING AND UNPAID SHALL FOR ALL PURPOSES BE THE AMOUNT DETERMINED IN THE MANNER PROVIDED IN THE ORDINANCE. UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED OFFICER OF DTC (A) TO THE PAYING AGENT AND REGISTRAR FOR REGISTRATION OF TRANSFER OR EXCHANGE OR (B) TO THE PAYING AGENT AND REGISTRAR FOR PAYMENT OF PRINCIP AL, AND ANY BOND ISSUED IN REPLACEMENT HEREOF OR SUBSTITUTION HEREOF IS REGISTERED IN THE NAME OF DTC AND ANY PAYMENT IS MADE TO DTC OR ITS NOMINEE, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR V ALUE 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 Grand Island, 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 GRAND ISLAND, NEBRASKA I (SEAL) By: Mayor ATTEST: City Clerk I -8- I I I CERTIFICATE OF AUTHENTICATION This bond is one of the bonds authorized by the Ordinance of the Mayor and City Council ofthe City of Grand Island, in the State of Nebraska, described in the foregoing bond. Cornerstone Bank, National Association, York, Nebraska Paying Agent and Registrar By: Authorized Signature (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 By Authorized Officer Note: The signature(s) ofthis 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 N ew York, Midwest or other stock exchange. -9- I I I 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. 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 ofthe Notes. Upon the issuance ofthe 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, 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. -10- I I I (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 ofthis ordinance to the contrary, so long as any Note is registered in the name ofthe 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; (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 ofthe Paying Agent and Registrar's Agreement. If for any reason the Depository resigns and is not replaced, the City shall immediately provide a supply of printed note certificates, duly executed by manual or facsimile signatures ofthe -11- I Mayor and City Clerk and sealed with the City's seal, for issuance upon the transfers from the Depository and subsequent transfers. In the event that such supply of certificates shall be insufficient to meet the requirements ofthe Paying Agent and Registrar for issuance of replacement certificates upon transfer, 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), 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 I 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 $3,315,785, which sum represents a discount from the stated principal amount in the sum of $24,215, of which amount $32,565 represents underwriter's discount and $8,350 is attributable to original issue premium, plus accrued interest, if any, thereon to date of payment and delivery. The officers ofthe City (or anyone of them) are hereby authorized to execute and deliver the Note Purchase Agreement with respect to the Notes for and on behalf of the City. Said initial purchaser shall have the right to direct the registration ofthe Notes and the denominations thereof, subject to the restrictions ofthis ordinance. I -12- I 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 said Notes which shall be delivered to the purchaser of said Notes. Section 10. 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 Various Purpose Bonds or other bonds to pay the costs of said improvements and hereby covenants and agrees to issue and sell its general obligation Various Purpose Bonds or other bonds in a sufficient amount and at such times as will enable it to take up and payoff the Notes herein ordered issued, both principal and interest, at or prior to maturity, to the extent not paid from other sources. The City reserves the right to issue additional bond anticipation notes for the purpose of paying further costs of the I 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 11. The proceeds ofthe Notes of this issue shall be held by the City Treasurer in a separate fund (the "2000 Project Fund") and applied, upon order ofthe Mayor and Council, to pay costs described in Section 1 hereof and to pay issuance expenses for the Notes. Subject to the provisions of Section 13 and other applicable law, moneys in the 2000 Project 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 Grand Island belongs. I Section 12. The holders of the Notes of this issue shall, to the extent permitted by law, be subrogated to all rights ofthe holders of any claims which are paid from the proceeds of said Notes. -13- I I I Section 13. The City hereby covenants to the purchasers and holders of the Notes hereby authorized that it will make no use ofthe 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 I 03(b) and 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and further covenants to comply with said Sections 1 03(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. The City hereby designates the Notes as its "qualified tax-exempt obligations" pursuant to Section 265(b)(3)(B)(i)(III) of the Code and covenants and warrants that it does not reasonably expect to issue tax-exempt bonds or other tax-exempt obligations aggregating in principal amount more than $10,000,000 during calendar 2000. Section 14. In accordance with the requirements of Rule 15c2-12 (the "Rule") promulgated by the Securities and Exchange Commission, the City hereby agrees that it will provide the following continuing disclosure information: (a) to each nationally recognized municipal securities information repository (a "NRMSIR") and to the Underwriter, the City shall provide annual financial and operating information generally consistent with the information set forth under the heading "FINANCIAL STATEMENT" in the Official Statement for said bonds and its audited financial statements; such information is expected to be available not later than seven months after the end of each fiscal year for the City. Audited financial information shall be provided for governmental and fiduciary fund types based on the modified accrued basis and as to proprietary fund types on an accrual basis in accordance with generally accepted accounting principles; (b) in a timely manner to each NRMSIR or to the Municipal Securities Rule Making Board ("MSRB"), notice of the occurrence of any of the following events with respect to the Notes, if in the judgment ofthe City, such event is material: (1) principal and interest payment delinquencies, -14- I (2) non-payment related defaults, (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 or events affecting the tax-exempt status of the Notes, (7) modifications to rights of the Noteholders, (8) note calls, (9) defeasances, (10) release, substitution, or sale of property securing repayment ofthe I Notes, and (11) rating changes. The City has not undertaken to provide notice of the occurrence of any other material event, except the events listed above. (c) in a timely manner to each NRMSIR or to the Municipal Securities Rule Making Board ("MSRB") notice of any failure on the part of the City to provide required annual financial information not later than seven months from the close of the City's fiscal year. The City reserves the right to modify from time to time the specific types of information provided or the format of the presentation of such information, to the extent necessary or appropriate in the judgment of the City, consistent with the Rule. The City hereby agrees that such covenants are for the benefit of the registered owners of the Notes (including Beneficial Owners) and that such I covenants may be enforced by any registered owner or Beneficial Owner, provided that any such -15- 1'.-....... , t; , I I 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 under the Ordinance, as described above, shall cease when none of the Notes remain outstanding. Section 15. The Preliminary Official Statement is hereby approved and the Mayor and City Clerk are hereby authorized to approve on behalf of the City a final Official Statement with any changes deemed appropriate by them. Section 16. 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 cl \ ~-\- \\O\)~ bJ.. day of 2000. ~'rf~~ Ctit:iJ Mayor QCA\\.~ mLD~ City Clerk , r''':~'~'~~ /~; ,,;;Rr\'''D ,'\1) lY ......0.... IS... <~ ;!:/ A""-~~(lI>;OJ ('~alJ '''?: '1. (~t! >,; /l" ,.~\},)rr.PO!l4l; i)~~ 1::' - !1 -., f! ,,, <<a \" ,,4 ~"~.{ ,~._.!\._:;,...2 . i\:'J~l:- i!iJ "~ i__..~ f~ \;\ !-' '; : ~4{ f.{ r"..', t~f"f'.l!l, In1'}.)" . ~1 \&., ~;f '00'. ~ f1o. i "";J\ ~c . ",,$ \~)}.. JVt:~':0\1).~@~t> t ~ "\~ 'eRf-\S\~<;;- "~.ttt~~:":,:5.,;1:5;>;>)"" (SEAL) -16- I I I ORDINANCE NO. '3 &3 Cf AN ORDINANCE AUTHORIZING THE ISSUANCE OF VARIOUS PURPOSE BONDS OF THE CITY OF GRAND ISLAND, NEBRASKA, IN THE PRINCIPAL AMOUNT OF FOUR HUNDRED FORTY THOUSAND DOLLARS ($440,000) FOR THE PURPOSE OF PAYING THE COSTS OF IMPROVING STREETS AND INTERSECTIONS IN STREET IMPROVEMENT DISTRICT NOS. 1212 AND 1218; DIRECTING THE APPLICATION OF THE PROCEEDS OF SAID BONDS; PRESCRIBING THE FORM OF SAID BONDS; PROVIDING FOR THE LEVY AND COLLECTION OF TAXES TO PAY THE SAME; PROVIDING FOR THE SALE OF THE BONDS; AUTHORIZING THE DELIVERY OF THE BONDS TO THE PURCHASER; AND ORDERING THE ORDINANCE PUBLISHED IN PAMPHLET FORM. BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF GRAND ISLAND, NEBRASKA: Section 1. The Mayor and Council hereby find and determine: that pursuant to ordinances heretofore duly enacted, Street Improvement District Nos. 1212 and 1218 were created in said City and certain street improvements were constructed in said Districts; that said improvements have been completed and accepted and hereby are accepted by the City; that the cost of said improvements, as reported by the City's Engineer, is not less than $564,913.78, of which $551,904.69 is District cost and $13,009.09 is the cost of improving intersections and areas formed by the crossing of streets, avenues or alleys and one-half ofthe streets adjacent to real estate owned by the City; that additional miscellaneous costs including interest on warrants or other indebtedness and issuance costs have been or are being incurred for said improvements; that special assessments have been or shall be levied according to law on the real estate in certain of said Districts specially benefited by said improvements and such special assessments are (or shall be) valid liens on the lots and tracts ofland upon which they are assessed; that after applying available monies collected from the special assessments and other funds available for such purpose, there still remains due and payable from the City on the district costs not less than $427,000 and on the intersection costs not less than $13,000; that all conditions, acts and things required by law to exist or to be done precedent to the issuance I I I of Intersection Improvement Bonds in the amount of$13,000 pursuant to Section 16-626 RRS. Neb. 1997, and to the issuance of Street Improvement Bonds of said Districts in the amount of $427,000 pursuant to Section 16-623 R.RS. Neb. 1997, do exist and have been done as required by law. Section 2. The Mayor and Council of the City of Grand Island, Nebraska, further find and determine: That all conditions, acts and things required to exist or to be done precedent to the issuance of Various Purpose Bonds of the City of Grand Island, Nebraska, in the principal amount of Four Hundred Forty Thousand Dollars ($440,000) under Sections 18-1801 and 18-1802 RRS. Neb. 1997, as amended, to pay the costs mentioned in Section 1 hereof do exist and have been done as required by law. Section 3. For the purpose described in Section 1, there shall be and there are hereby ordered issued, Various Purpose Bonds of the City of Grand Island, Nebraska, in the principal amount of Four Hundred Forty Thousand Dollars ($440,000) (the "Series 2000 Bonds") with said bonds bearing interest at the rates per annum (said interest to be computed on the basis of a 360-day year consisting of twelve 30-day months) and maturing on December 15 of each year in the principal amounts as follows: 2 Principal Interest I Amount Date of Maturity Rate $35,000 December 15, 2001 4.75% 35,000 December 15,2002 4.80 40,000 December 15, 2003 4.85 40,000 December 15, 2004 4.90 45,000 December 15,2005 4.95 45,000 December 15,2006 5.00 45,000 December 15,2007 5.05 50,000 December 15,2008 5.10 50,000 December 15,2009 5.15 55,000 December 15, 2010 5.20 The Series 2000 Bonds shall be issued in fully registered form in the denomination of$5,000 or any integral multiple thereof. The date of original issue for the Series 2000 Bonds shall be the date of delivery thereof. Interest on the Series 2000 Bonds, at the respective rates for each maturity, shall be payable on June 15,2001, and semiannually thereafter on December 15 and June 15 of each year ( each of said dates an "Interest Payment Date") and the Series 2000 Bonds shall bear such interest I from the date of original issue or the most recent Interest Payment Date, whichever is later. The interest due on each Interest Payment Date shall be payable to the registered owners of record as of the close of business on the last business day of the month immediately preceding the month in which the Interest Payment Date occurs (the "Record Date"), subject to the provisions of Section 5 hereof. The Series 2000 Bonds shall be numbered from 1 upwards in the order of their issuance. No Series 2000 Bond shall be issued originally or upon transfer or partial redemption having more than one principal maturity. The initial bond numbering and principal amounts for each ofthe Series 2000 Bonds issued shall be designated by the City's Treasurer as directed by the initial purchaser thereof. Payments of interest due on the Series 2000 Bonds prior to maturity or date of redemption shall be made by the Paying Agent and Registrar, as designated pursuant to Section 4 hereof, by I mailing a check or draft in the amount due for such interest on each Interest Payment Date to the 3 I I I registered owner of each Series 2000 Bond, as of the Record Date for such Interest Payment Date, to such owner's registered address as shown on the books of registration as required to be maintained in Section 4 hereof. Payments of principal and accrued interest thereon due at maturity or at any date fixed for redemption prior to maturity shall be made by said Paying Agent and Registrar to the registered owners upon presentation and surrender of the Series 2000 Bonds to said Paying Agent and Registrar. The City and said Paying Agent and Registrar may treat the registered owner of any Series 2000 Bond as the absolute owner of such Series 2000 Bond for the purpose of making payments thereon and for all other purposes and neither the City nor the Paying Agent and Registrar shall be affected by any notice or knowledge to the contrary, whether such Series 2000 Bond or any installment of interest due thereon shall be overdue or not. All payments on account of interest or principal made to the registered owner of any Series 2000 Bond in accordance with the terms of this Ordinance shall be valid and effectual and shall be a discharge of the City and said Paying Agent and Registrar, in respect ofthe liability upon the Series 2000 Bonds or claims for interest to the extent of the sum or sums so paid. Section 4. Cornerstone Bank, National Association, York, Nebraska, is hereby designated as Paying Agent and Registrar for the Series 2000 Bonds. Said Paying Agent and Registrar shall serve in such capacities under the terms of an agreement entitled "Paying Agent and Registrar's Agreement" between the City and said Paying Agent and Registrar, the form of which is hereby approved. The Mayor and City Clerk are hereby authorized to execute said agreement in substantially the form presented but with such changes as they shall deem appropriate or necessary. The Paying Agent and Registrar shall keep and maintain for the City books for the registration and transfer of the Series 2000 Bonds at its principal corporate trust office. The names and registered 4 I I I addresses of the registered owner or owners ofthe Series 2000 Bonds shall at all times be recorded in such books. Any Series 2000 Bond may be transferred pursuant to its provisions at the principal corporate trust office of said Paying Agent and Registrar by surrender of such Series 2000 Bond for cancellation, accompanied by a written instrument of transfer, in fonn satisfactory to said Paying Agent and Registrar, duly executed by the registered owner in person or by such owner's duly authorized agent, and thereupon the Paying Agent and Registrar on behalf of the City will deliver at its office (or send by registered mail to the transferee owner or owners thereof at such transferee owner's or owners' risk and expense), registered in the name of such transferee owner or owners, a new Series 2000 Bond or Series 2000 Bonds of the same interest rate, aggregate principal amount and maturity. To the extent of the denominations authorized for the Series 2000 Bonds by this Ordinance, one such bond may be transferred for several such bonds of the same interest rate and maturity, and for a like aggregate principal amount, and several such bonds may be transferred for one or several such bonds, respectively, of the same interest rate and maturity and for a like aggregate principal amount. In every case of transfer of a Series 2000 Bond, the surrendered Series 2000 Bond or Bonds shall be canceled and destroyed. All Series 2000 Bonds issued upon transfer of the Series 2000 Bonds so surrendered shall be valid obligations ofthe City evidencing the same obligations as the Series 2000 Bonds surrendered and shall be entitled to all the benefits and protection ofthis Ordinance to the same extent as the Series 2000 Bonds upon transfer ofwhich they were delivered. The City and said Paying Agent and Registrar shall not be required to transfer any Series 2000 Bond during any period from any Record Date until its immediately following Interest Payment Date or to transfer any Series 2000 Bond called for redemption for a period of30 days next preceding the date fixed for redemption. 5 I I I Section 5. In the event that payments of interest due on the Series 2000 Bonds on an Interest Payment Date are not timely made, such interest shall cease to be payable to the registered owners as of the Record Date for such Interest Payment Date and shall be payable to the registered owners ofthe Series 2000 Bonds as ofa special date of record for payment of such defaulted interest as shall be designated by the Paying Agent and Registrar whenever monies for the purpose of paying such defaulted interest become available. Section 6. If the date for payment of the principal of or interest on the Series 2000 Bonds shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the city where the principal corporate trust office ofthe Paying Agent and Registrar is located 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 7. Series 2000 Bonds maturing December 15, 2006 and thereafter shall be subject to redemption, in whole or in part, prior to maturity at any time on or after December 15, 2005, at par plus accrued interest on the principal amount redeemed to the date fixed for redemption. The City may select the Series 2000 Bonds to be redeemed in its sole discretion but the Series 2000 Bonds shall be redeemed only in amounts of$5,000 or integral multiples thereof. Series 2000 Bonds redeemed in part only shall be surrendered to said Paying Agent and Registrar in exchange for new Series 2000 Bonds evidencing the unredeemed principal thereof. Notice of redemption of any Series 2000 Bond called for redemption shall be given at the direction ofthe City by said Paying Agent and Registrar by mail not less than 30 days prior to the date fixed for redemption, first class, postage 6 I I I prepaid, sent to the registered owner of such Series 2000 Bond at said owner's registered address. Such notice shall designate the Series 2000 Bond or Series 2000 Bonds to be redeemed by maturity or otherwise, the date of original issue and the date fixed for redemption and shall state that such Series 2000 Bond or Series 2000 Bonds are to be presented for prepayment at the .office of said Paying Agent and Registrar. In case of any Series 2000 Bond partially redeemed, such notice shall specify the portion ofthe principal amount of such Series 2000 Bond to be redeemed. No defect in the mailing of notice for any Series 2000 Bond shall affect the sufficiency ofthe proceedings ofthe City designating the Series 2000 Bonds called for redemption or the effectiveness of such call for Series 2000 Bonds for which notice by mail has been properly given and the City shall have the right to further direct notice of redemption for any such Series 2000 Bond for which defective notice has been given. Section 8. The Series 2000 Bonds shall be in substantially the following form: 7 I I I UNITED STATES OF AMERICA STATE OF NEBRASKA COUNTY OF HALL VARIOUS PURPOSE BOND OF THE CITY OF GRAND ISLAND, NEBRASKA SERIES 2000 No. $ Interest Rate Maturity Date Date of Original Issue December 15,_ Cusip No. Registered Owner: Principal Amount: Dollars ($ ) KNOW ALL PERSONS BY TRESE PRESENTS: That the City of Grand Island, in the County ofRall, in the State of Nebraska, hereby acknowledges itselfto 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 ofthe United States of America on the date of maturity specified above with interest thereon to maturity (or earlier redemption) from the date of original issue or most recent Interest Payment Date, whichever is later, at the rate per annum specified above, payable on June 15 and December 15 of each year commencing June 15,2001 (each of said dates an "Interest Payment Date"). Said interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The principal hereof and unpaid accrued interest hereon due at maturity or upon earlierredemption are payable upon presentation and surrender ofthis bond at the principal corporate trust office of Cornerstone Bank, National Association, the Paying Agent and Registrar, in York, Nebraska. Interest on this bond due prior to maturity or earlier redemption will be paid on each Interest Payment Date by a check or draft mailed by the Paying Agent and Registrar to the registered owner ofthis bond, as shown on the books of record maintained by the Paying Agent and Registrar, at the close of business on the last business day of the month immediately preceding the month in which the Interest Payment Date occurs, to such owner's registered address as shown on such books and records. Any interest not so timely paid shall cease to be payable to the person entitled thereto as of the record date such interest was payable, and shall be payable to the person who is the registered owner of this bond (or of one or more predecessor bonds hereto) on such special record date for payment of such defaulted interest as shall be fixed by the Paying Agent and Registrar whenever monies for such purpose become available. For the prompt payment of this bond, principal and interest, as the same become due, the full faith, credit and resources of said City are hereby irrevocably pledged. This bond is one of an issue of fully registered bonds of the total principal amount of Four Hundred Forty Thousand Dollars ($440,000), of even date and like tenor except as to date of maturity, rate ofinterest and denomination which were issued by the City for the purpose of paying the costs of improving streets and alleys, intersections and areas formed by the crossing of streets, 8 I I I avenues or alleys and streets adjacent to real estate owned by the City in Street Improvement District Nos. 1212 and 1218, all in strict compliance with Sections 16-623, 16-626, 18-1801 and 18-1802, R.R.S. Neb., as amended. The issuance of said bonds has been authorized by proceedings duly had and an ordinance legally passed, approved and published by the Mayor and Council of said City. Bonds ofthis issue maturing December 15, 2006 and thereafter are subject to redemption at the option of the City, in whole or in part, at any time on or after December 15,2005, at par plus interest accrued on the principal amount redeemed to the date fixed for redemption. Notice of redemption shall be given by mail to the registered owner of any bond to be redeemed at said registered owner's address in the manner specified in the ordinance authorizing said issue of bonds. Individual bonds may be redeemed in part but only in $5,000 amounts or integral multiples thereof. This bond is transferable by the registered owner or such owner's attorney duly authorized in writing at the office of the Paying Agent and Registrar upon surrender and cancellation of this bond, and thereupon a new bond or bonds of the same aggregate principal amount, interest rate and maturity will be issued to the transferee as provided in the ordinance authorizing said issue of bonds, subject to the limitations therein prescribed. The City, the Paying Agent and Registrar and any other person may treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment due hereunder and for all purposes and shall not be affected by any notice to the contrary, whether this bond be overdue or not. If the date for payment of the principal of or interest on this bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the city where the principal corporate trust office ofthe Paying Agent and Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such day shall have the same force and effect as if made on the nominal date of payment. IT IS HEREBY CERTIFIED AND WARRANTED that all conditions, acts and things required by law to exist or to be done precedent to and in the issuance of this bond did exist, did happen and were done and performed in regular and due form and time as required by law and that the indebtedness of said City, including this bond, does not exceed any limitation imposed by law. The special assessments levied upon real estate specially benefited by the improvements in certain of said districts are valid liens on the lots and tracts ofland upon which they have been levied and when collected shall be set aside and constitute a sinking fund for the payment ofthe principal and interest of this bond and the bonds of this issue; the City agrees that it will collect said special assessments and, in addition thereto, will cause to be levied and collected annually a tax by valuation on all the taxable property in the City, in addition to all other taxes, sufficient in rate and amount to make up the deficiency between the amounts collected on said special assessments and the amount required to fully pay the principal and interest of said bonds as the same become due. AS PROVIDED IN THE ORDINANCE REFERRED TO HEREIN, UNTIL THE TERMINATION OF THE SYSTEM OF BOOK-ENTRY-ONL Y TRANSFERS THROUGH THE DEPOSITORY TRUST COMPANY, NEW YORK, NEW YORK (TOGETHER WITH ANY 9 I I I SUCCESSOR SECURITIES DEPOSITORY APPOINTED PURSUANT TO THE ORDINANCE, "DTC"), AND NOTWITHSTANDING ANY OTHER PROVISIONS OF THE ORDINANCE TO THE CONTRARY, A PORTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE PAID OR REDEEMED WITHOUT SURRENDER HEREOF TO THE PAYING AGENT AND REGISTRAR. DTC ORA NOMINEE, TRANSFEREE OR ASSIGNEE OF DTC OF THIS BOND MAY NOT RELY UPON THE PRINCIPAL AMOUNT INDICATED HEREON AS THE PRINCIP ALAMOUNT HEREOF OUTSTANDING AND UNPAID. THEPRINCIP ALAMOUNT HEREOF OUTSTANDING AND UNPAID SHALL FOR ALL PURPOSES BE THE AMOUNT DETERMINED IN THE MANNER PROVIDED IN THE ORDINANCE. UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED OFFICER OF DTC (A) TO THE PAYING AGENT AND REGISTRAR FOR REGISTRATION OF TRANSFER OR EXCHANGE OR (B) TO THE PAYING AGENT AND REGISTRAR FOR PAYMENT OF PRINCIPAL, AND ANY BOND ISSUED IN REPLACEMENT HEREOF OR SUBSTITUTION HEREOF IS REGISTERED IN THE NAME OF DTC AND ANY PAYMENT IS MADE TO DTC OR ITS NOMINEE, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSONS IS WRONGFUL BECAUSE ONLY THE REGISTERED OWNER HEREOF, DTC OR ITS NOMINEE, HAS AN INTEREST HEREIN. This bond shall not be valid and binding on the City until authenticated by the Paying Agent and Registrar. IN WITNESS WHEREOF, the Mayor and Council of the City of Grand Island, Nebraska, have caused this bond to be executed on behalf ofthe City with the facsimile signatures of the Mayor and the City Clerk and by causing the official seal of the City to be imprinted hereon or affixed hereto, all as of the date of original issue specified above. CITY OF GRAND ISLAND, NEBRASKA Mayor ATTEST: City Clerk (SEAL) 10 I I I CERTIFICATE OF AUTHENTICATION This bond is one of the bonds authorized by the Ordinance of the Mayor and City Council of the City of Grand Island, in the State of Nebraska, described in the foregoing bond. Cornerstone Bank, National Association, York, Nebraska Paying Agent and Registrar By: Authorized Signature (Form of Assignment) For value received hereby sells, assigns and transfers unto (Social Security or Taxpayer LD. No. ) the within bond and hereby irrevocably constitutes and appoints , attorney, to transfer the same on the books of registration in the office of the within mentioned Paying Agent and Registrar with full power of substitution in the premises. Dated: Registered Owner( s) Signature Guaranteed By Authorized Officer(s) Note: The signature(s) on this assignment MUST CORRESPOND with the name(s) as written on the face of the within bond in every particular, without alteration, enlargement or any change whatsoever, and must be guaranteed by a commercial bank or a trust company or by a firm having membership on the New York, Midwest or other stock exchange. 11 I I I Section 9. Each ofthe Series 2000 Bonds shall be executed on behalf ofthe City with the facsimile signatures of the Mayor and the City Clerk and shall have imprinted thereon the City's seal. The Series 2000 Bonds shall be issued initially as "book-entry-only" bonds under the services of The Depository Trust Company (the "Depository"), with one typewritten bond per maturity being issued to the Depository. In such connection said officers are authorized to execute and deliver a Letter of Representations (the "Letter of Representations") in the form required by the Depository (which may be in the form of a blanket letter, including any such letter previously executed and delivered), for and on behalf ofthe City, which shall thereafter govern matters with respect to registration, transfer, payment and redemption ofthe Series 2000 Bonds. With respect to the issuance ofthe Series 2000 Bonds as "book-entry-only" bonds, the following provisions shall apply: (a) The City and the Paying Agent and Registrar shall have no responsibility or obligation to any broker-dealer, bank or other financial institution for which the Depository holds Series 2000 Bonds as securities depository (each, a "Bond Participant") or to any person who is an actual purchaser of a Series 2000 Bond from a Bond Participant while the Series 2000 Bonds are in book-entry form (each, a "Beneficial Owner") with respect to the following: (i) the accuracy ofthe records ofthe Depository, any nominees of the Depository or any Bond Participant with respect to any ownership interest in the Series 2000 Bonds, (ii) the delivery to any Bond Participant, any Beneficial Owner or any other person, other than the Depository, of any notice with respect to the Series 2000 Bonds, including any notice of redemption, or (iii) the payment to any Bond Participant, any Beneficial Owner or any other person, other than the Depository, of any amount with respect to the Series 2000 Bonds. The Paying Agent and Registrar shall make payments with respect to the Series 2000 Bonds only to or upon the order of the Depository or its nominee, and all such payments shall be valid and effective fully to satisfy and discharge the obligations with respect to such Series 2000 Bonds to the extent ofthe sum or sums so paid. No person other than the Depository shall receive an authenticated Bond, except as provided in (e) below. 12 I I I (b) Upon receipt by the Paying Agent and Registrar of written notice from the Depository to the effect that the Depository is unable or unwilling to discharge its responsibilities, the Paying Agent and Registrar shall issue, transfer and exchange Series 2000 Bonds requested by the Depository in appropriate amounts. Whenever the Depository requests the Paying Agent and Registrar to do so, the Paying Agent and Registrar will cooperate with the Depository in taking appropriate action after reasonable notice (i) to arrange, with the prior written consent of the City, for a substitute depository willing and able upon reasonable and customary terms to maintain custody of the Series 2000 Bonds or (ii) to make available Series 2000 Bonds registered in whatever name or names as the Beneficial Owners transferring or exchanging such Series 2000 Bonds shall designate. (c) Ifthe City determines that it is desirable that certificates representing the Series 2000 Bonds be delivered to the ultimate beneficial owners ofthe Series 2000 Bonds and so notifies the Paying Agent and Registrar in writing, the Paying Agent and Registrar shall so notify the Depository, whereupon the Depository will notify the Bond Participants of the availability through the Depository of bond certificates representing the Series 2000 Bonds. In such event, the Paying Agent and Registrar shall issue, transfer and exchange bond certificates representing the Series 2000 Bonds as requested by the Depository in appropriate amounts and in authorized denominations. (d) Notwithstanding any other provision of this Ordinance to the contrary, so long as any Series 2000 Bond is registered in the name ofthe Depository or any nominee thereof, all payments with respect to such Series 2000 Bond and all notices with respect to such Series 2000 Bond shall be made and given, respectively, to the Depository as provided in the Letter of Representations. ( e) Registered ownership of the Series 2000 Bonds may be transferred on the books of registration maintained by the Paying Agent and Registrar, and the Series 2000 Bonds may be delivered in physical form to the following: (i) any successor securities depository or its nominee; (ii) any person, upon (A) the resignation ofthe Depository from its functions as depository or (B) termination of the use of the Depository pursuant to this Section and the terms of the Paying Agent and Registrar's Agreement. (f) In the event of any partial redemption of a Series 2000 Bond unless and until such partially redeemed bond has been replaced in accordance with the provisions of this Ordinance, the books and records of the Paying Agent and Registrar shall govern and establish the principal amount of such bond as is then outstanding and all of the Series 2000 Bonds issued to the Depository or its nominee shall contain a legend to such effect. 13 I I I If for any reason the Depository resigns and is not replaced, the City shall immediately provide a supply of printed bond certificates 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 Series 2000 Bond shall cease to be such officer before the delivery of such bond (including such certificates delivered to the Paying Agent and Registrar for issuance upon transfer or partial redemption), such signature or such facsimile signature shall nevertheless be valid and sufficient for all purposes the same as if such officer or officers had remained in office until the delivery of such bond. The Series 2000 Bonds shall not be valid and binding on the City until authenticated by the Paying Agent and Registrar. The City Treasurer shall cause the Series 2000 Bonds to be registered in the office ofthe Auditor of Public Accounts ofthe State of Nebraska. Thereafter the Series 2000 Bonds shall be delivered to the Paying Agent and Registrar for registration and authentication. Upon execution, registration and authentication of the Series 2000 Bonds, they shall be delivered to the City Treasurer, who is authorized to deliver them to Ameritas Investment Corp., as initial purchaser thereof, upon receipt of98.525% of the principal amount of the Series 2000 Bonds plus accrued interest thereon to date of payment for the Series 2000 Bonds. The officers of the City (or anyone of them) are hereby authorized to execute and deliver the Bond Purchase Agreement for and on behalf ofthe City. Said initial purchaser shall have the right to direct the registration of the Series 14 I I I 2000 Bonds and the denominations thereof within each maturity, subject to the restrictions of this Ordinance. The City Clerk shall make and certify a transcript of the proceedings of the Mayor and Council with respect to the Series 2000 Bonds which shall be delivered to said purchaser. Section 10. The proceeds ofthe Series 2000 Bonds shall be applied to the payment of costs as described in Section 1 hereof, including the payment if any of warrant or other indebtedness incurred for the payment of certain of said costs and reimbursement to the City for costs advanced and to pay issuance costs. Accrued interest, if any, received from the sale ofthe Series 2000 Bonds shall be applied to pay interest falling due on said Series 2000 Bonds on June 15, 2001. Expenses of issuance of the Series 2000 Bonds may be paid from the proceeds of the Series 2000 Bonds. Section 11. The special assessments levied as described in Section 1 of this Ordinance and the interest on said assessments shall constitute a sinking fund for the payment of the principal and interest of the Series 2000 Bonds. The City agrees that it will collect said special assessments and, in addition thereto, shall cause to be levied and collected annually a special levy oftaxes on all the taxable property in the City, in addition to all other taxes, sufficient in rate and amount to make up the deficiency between the amounts collected on said special assessments and the amount required to fully pay the principal and interest of the Series 2000 Bonds when and as such principal and interest become due. Section 12. The City hereby covenants to the purchasers and holders of the Series 2000 Bonds hereby authorized that it will make no use of the proceeds of said bond issue, including monies held in any sinking fund for the Series 2000 Bonds, which would cause the Series 2000 Bonds to be arbitrage bonds within the meaning of Sections 1 03(b) and 148 ofthe Internal Revenue Code of 1986, as amended (the "Code"), and further covenants to comply with said Sections 1 03(b) 15 I I I and 148 and all applicable regulations thereunder throughout the term of said bond issue. The City hereby covenants and agrees to take all actions necessary under the Code to maintain the tax exempt status (as to taxpayers generally) of interest payable on the Series 2000 Bonds. The City hereby designates the Series 2000 Bonds as its "qualified tax-exempt obligations" pursuant to Section 265(b)(3)(B)(i)(III) of the Code and covenants and warrants that it does not reasonably expect to issue tax-exempt bonds or other tax-exempt obligations aggregating in principal amount more than $10,000,000 during calendar 2000. The officers of the City or anyone ofthem are hereby authorized to make allocations of bonds and proceeds to the various purposes ofthe Series 2000 Bonds under applicable regulations of the United States Treasury. Section 13. The City's obligations under this Ordinance with respect to any or all of the Series 2000 Bonds herein authorized shall be fully discharged and satisfied as to any or all of such Series 2000 Bonds and any such Series 2000 Bond shall no longer be deemed to be outstanding hereunder if such Series 2000 Bond has been purchased by the City and canceled or when the payment of the principal of and interest thereon to the respective date of maturity or redemption (a) shall have been made or caused to be made in accordance with the terms thereof or (b) shall have been provided for by depositing with the Paying Agent and Registrar for the Series 2000 Bonds or with a national or state bank having trust powers, or trust company, in trust, solely for such payment (i) sufficient money to make such payment or (ii) direct general obligations (including obligations issued or held in book entry form on the books of the Department of Treasury ofthe United States of America) of or obligations the principal and interest of which are unconditionally guaranteed by the United States of America (herein referred to as "U.S. Government Obligations") in such amount and bearing interest payable and maturing or redeemable at stated fixed prices at the option of the 16 I I I holder as to principal, at such time or times, as will ensure the availability of sufficient money to make such payment; provided, however, that with respect to any Series 2000 Bond to be paid prior to maturity, the City shall have duly called such bond for redemption and given notice of such redemption as provided by law or made irrevocable provision for the giving of such notice. Any money so deposited with such bank or trust company or with the Paying Agent and Registrar may be invested or reinvested in U.S. Government Obligations at the direction ofthe City, and all interest and income from U.S. Government Obligations in the hands of such bank or trust company or Paying Agent and Registrar in excess ofthe amount required to pay principal of and interest on the Series 2000 Bonds for which such monies or U.S. Government Obligations were deposited shall be paid over to the City as and when collected. Section 14. In accordance with the requirements of Rule l5c2-12 (the "Rule") promulgated by the Securities and Exchange Commission, the City hereby agrees that it will provide the following continuing disclosure information: (a) to each nationally recognized municipal securities information repository (a "NRMSIR") and to the Underwriter, the City shall provide annual financial and operating information generally consistent with the information set forth under the heading "FINANCIAL STATEMENT" in the Official Statement for said bonds and its audited financial statements; such information is expected to be available not later than seven months after the end of each fiscal year for the City. Audited financial information shall be provided for governmental and fiduciary fund types based on the modified accrued basis and as to proprietary fund types on an accrual basis in accordance with generally accepted accounting principles; (b) in a timely manner to each NRMSIR or to the Municipal Securities Rule Making Board ("MSRB "), notice of the occurrence of any of the following events with respect to the Series 2000 Bonds, if in the judgment of the City, such event is material: (1) principal and interest payment delinquencies, (2) non-payment related defaults, 17 (3) unscheduled draws on debt service reserves reflecting financial I difficulties (there are no debt service reserves established for the Series 2000 Bonds under the terms of the Ordinance), (4) unscheduled draws on credit enhancements reflecting financial difficulties (there is no credit enhancement on the Series 2000 Bonds)~ (5) substitution of credit or liquidity providers, or their failure to perform (not applicable to the Series 2000 Bonds)~ (6) adverse tax opinions or events affecting the tax-exempt status of the Series 2000 Bonds, (7) modifications to rights of the Bondholders, (8) bond calls, (9) defeasances, (10) release, substitution, or sale of property securing repayment ofthe Series 2000 Bonds, and I (11) rating changes (the Series 2000 Bonds are not rated and no rating for the Series 2000 Bonds is expected to be requested). The City has not undertaken to provide notice ofthe occurrence of any other material event, except the events listed above. (c) in a timely manner to each NRMSIR or to the Municipal Securities Rule Making Board ("MSRB") notice of any failure on the part of the City to provide required annual financial information not later than seven months from the close of the City's fiscal year. The City reserves the right to modify from time to time the specific types of information provided or the format of the presentation of such information, to the extent necessary or appropriate in the judgment ofthe City, consistent with the Rule. The City hereby agrees that such covenants are for the benefit ofthe registered owners ofthe Series 2000 Bonds (including Beneficial Owners) and that I such covenants may be enforced by any registered owner or Beneficial Owner, provided that any 18 I I I 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 under the Ordinance, as described above, shall cease when none ofthe Series 2000 Bonds remain outstanding. Section 15. The Preliminary Official Statement is hereby approved and the Mayor and City Clerk are hereby authorized to approve on behalf of the City a final Official Statement with any changes deemed appropriate by them. Section 16. This Ordinance shall be in force and take effect from and after its passage and publication in pamphlet form as provided by law. Passed and approved this ci\ ~ day of \\o\J~ \:u.r , 2000. Attest: /E.+'M: ~~...~",,:;J v-l./vv''(1Mayor Qof\DG- tQw~ City Clerk (SEAL) 19