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2016-01MINUTES OF MEETING A meeting of the Airport Authority of the City of Blair, Nebraska (the "Authority") was convened in open and public session at 7:00 P.M. on February 16, 2016, at Blair City Council Chambers. Present were: Chairman Combs, Board members L. Havekost and Dr. D. Johnson. Absent were: Board members D. Woodhull and G. Meyer. Notice of the meeting was given in advance thereof by newspaper publication and posting in three public places, being the Authority's designated methods for giving notice, copies of the publisher's affidavit and certificate of posting notice being attached to these Minutes. Notice of this meeting was given in advance to all members of the Board of Directors of the Authority and a copy of their Acknowledgment of Receipt of Notice and the agenda is attached to these Minutes. Availability of the agenda was communicated in the published notice and in the notice to the members of this meeting. All proceedings hereafter shown were taken while the convened meeting was open to the attendance of the public. At the beginning of the meeting, the Chairman publicly stated to all in attendance that a current copy of the Nebraska Open Meetings Act was available for review and indicated the location of such copy in the room where the meeting was being held. The Chairman stated it was the time set to conduct a hearing on the issuance by the Authority of its airport authority bonds in the maximum aggregate face amount of $3,000,000, the proceeds of which will be used to refinance certain prior indebtedness of the Authority incurred to pay costs of certain improvements to the existing airport and related facilities of the Authority, including land acquisition and construction of runway, apron and taxiway expansion and improvements, construction of fuel storage facilities, construction of hangars and providing related equipment, structures and furnishings therefor. At such hearing the following persons appeared and were heard: No comments from the floor. After all persons desiring to be heard were heard, the Chairman of the Board declared the hearing closed and, after discussion, Board Member Dr. D. Johnson introduced the following resolution and moved its adoption: RESOLUTION 2016-01 BE IT RESOLVED by the members of the Airport Authority of the City of Blair, Nebraska (the "Authority"): Section 1. Findings and Determinations. The members of the Authority hereby find and determine as follows: (a) The Mayor and Council of the City of Blair, Nebraska (the "City") previously have created the Authority under the Cities Airport Authorities Act, Sections 3-501 et seq., R.R.S. Neb., as amended (the "Act"), and the Authority has been in continuous existence since its creation under the terms of the Act and remains in existence as of this date and has all the powers described by the provisions of said Act; (b) The taxable valuation of all taxable property in the City of Blair, Nebraska, except intangible property, is as of the most recent date for which valuation is available, not less than $501,406,370; (c) The Authority previously has issued and there are now outstanding the following obligations (collectively, the "Outstanding Obligations"): (i) Airport Authority Refunding Bonds, Series 2003, issued under a resolution of the Board of the Authority passed and approved on March 18, 2003, and presently outstanding as of the date of this resolution in the principal amount of $40,000; (ii) Airport Authority Bonds, Series 2006, issued under aresolution ofthe Board of the Authority passed and approved on October 17, 2006 (the "2006 Resolution"), and presently outstanding as of the date of this resolution in the principal amount of $1,105,000; and (iii) Airport Authority Bond Anticipation Note (Draw -Down Grant Anticipation Loan), Series 2014B, issued under a resolution of the Board of the Authority passed and approved on September 16, 2014, and presently outstanding as of the date of this resolution in the principal amount of $1,673,546.26; The various resolutions under which the Outstanding Obligations have been issued and are outstanding are collectively referred to as the "Outstanding Resolutions"; and the various projects financed and/or refinanced through the issuance of the Outstanding Obligations, consisting of improvements to the existing airport and related facilities of the Authority, including land acquisition and construction of runway, apron and taxiway expansion and improvements, construction of fuel storage facilities, construction of hangars and providing related equipment, structures and furnishings therefor, are referred to herein as the "Projects"); (d) The Outstanding Obligations constitute the only presently outstanding indebtedness of the Authority for which the revenues of the Authority have been pledged; (e) Due to a decline in interest rates since the issuance of the Outstanding Obligations and other circumstances, a savings in the amount of annual debt service on the outstanding debt of the Authority would be made, and other contractual advantages would be obtained, by taking up and paying off the Outstanding Obligations through the calling and redemption of the Outstanding Obligations and the issuance of negotiable refunding bonds as provided herein; (f) Certain portions of the Projects (the "Tax -Exempt Portion") were issued for essential governmental purposes of the Authority and were issued as tax-exempt bonds under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), and certain portions of the Projects (the "AMT Project") were issued with the expectation that some or 2 all of such AMT Project may be used by private users within the limitations of Section 142 of the Code; (g) Pursuant to the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended, (the "Code") a public hearing has been held before the members of the Authority (as duly elected officials under the laws of the State of Nebraska) for which notice has been published for not less than fourteen days in advance and that on the basis of such hearing the following matters as set forth in this resolution and the notice of hearing are hereby approved by the members of the Authority: (1) the general functional description ofthe AMT Project (being aportion of the Projects described in Section 1(c) above); (2) the maximum face amount of the obligations to be issued to refinance the AMT Project (being $3,000,0000); (3) the initial owner, operator and manager of the AMT Project (being the Issuer and/or Skywerx Aviation, LLC); and (4) the location of the AMT Project (being 2785 State Highway 133); (h) For such purposes, it is necessary that the Authority immediately raise a sum of not to exceed $3,000,000 by issuing and selling its negotiable refunding bonds in one or more series as provided herein; (i) Upon the refunding and redemption of the Outstanding Obligations as provided herein, the Outstanding Obligations will no longer be "outstanding" under the terms of the Outstanding Resolutions; (j) The yearly levy of 3-V20 per $100 of taxable valuation which may be certified by the Authority and income from the operation of the airport facility after payment of costs of operation and maintenance of the airport facility will be sufficient to pay principal and interest as the same become due on all the bonds of the Authority to be outstanding after the issuance of the refunding bonds described herein and to provide for the operating expenses of the Authority if not paid from other sources; and (k) All conditions, acts and things required by law for the issuance of the bonds herein authorized as valid obligations of the Authority do exist and have happened as required by law. Section 2. Issuance of Bonds-, Designation of Terms by Authorized Officers; Parameters. For the purposes set out in Section 1 hereof, there shall be and there are hereby ordered issued negotiable bonds of the Authority, in one or more series, to be designated "Airport Authority Refunding Bonds, Series 2016" (the "Bonds"), in the aggregate principal amount of up to THREE MILLION DOLLARS ($3,000,000), with said bonds maturing in such amounts and at such times, bearing interest at the rate or rates per annum, being issued in one or more series, bearing interest with such tax status (taxable, tax-exempt or otherwise), bearing series designations, and upon such other terms as is set forth in a written designation (the "Designation") signed by the Chairperson or Treasurer of the Authority (each, an "Authorized Officer") on behalf of the Authority and which may be agreed to by Ameritas Investment Corp. (the "Underwriter"), all within the following limitations: (a) the aggregate stated principal amount of the Bonds issued pursuant to this Resolution shall not exceed the maximum amount set forth in this Section 2; (b) the true interest cost of any series of the Bonds shall not exceed 4.00% per annum; (c) the Bonds of a series may be sold on the basis of original issue premium and/or original issue discount; provided that such sale terms result in available net proceeds of the particular series of Bonds sufficient to effect the refunding of the particular portions of the Outstanding Obligations intended to be refunded thereby; (d) the longest maturity of any of the Bonds may not be later than December 1, 2036; (e) the Bonds of each series shall bear interest at such rates per annum and prices so that debt service payable on the Bonds of such series provides a net present value savings to the Authority over the debt service payable on the portion of the Outstanding Obligations refunded thereby in an amount satisfactory to the Board (the execution of the Designation by an Authorized Officer shall be conclusive evidence that such net present value savings is satisfactory to the Board); and (f) two or more principal maturities may be combined and issued as "term bonds" (such bonds, if any, provided for in the Designation are referred to herein as "Term Bonds") and the Authorized Officer may determine the mandatory sinking fund payments and mandatory redemption amounts; any Bonds issued as Term Bonds shall be redeemed at a redemption price equal to 100% of the principal amount thereof plus accrued interest thereon to the date of redemption and may be selected for redemption by any random method of selection determined appropriate by the Registrar (as hereinafter designated) or by the Depository (as hereinafter designated). The Authorized Officers (or any one of them) are hereby authorized to make such determinations on behalf of the Board and to evidence the same by execution and delivery of the Designation and such determinations, when made and agreed to by the Underwriter, shall constitute the action of the Board without further action of the Board. 3. Fully -registered Form-, Date of Issue• Interest Payment Date; Record Date; Payments to Registered Owners. The Bonds shall be issued in fully registered form in the denomination of $5,000 or any integral multiple thereof. The date of original issue for the Bonds shall be the date of delivery thereof or such other date, if any, as provided in the Designation. Interest on the Bonds, at 0 the respective rates for each maturity, shall be payable semiannually on June 1 and December 1 of each year, commencing on December 1, 2016 (or such other date or dates as may be provided in the Designation, each of said dates an "Interest Payment Date") and the Bonds shall bear such interest from the date of original issue or the most recent Interest Payment Date to which interest has been paid or provided for, whichever is later. The interest due on each Interest Payment Date shall be payable to the registered owners of record as of the close of business on the fifteenth day of the month immediately preceding the month in which each Interest Payment Date occurs (or such other record date as may be provided for in the Designation, the "Record Date"), subj ect to the provisions of Section 4 hereof. The Bonds shall be numbered from 1 upwards in the order of their issuance. No Bond shall be issued originally or upon transfer or partial redemption having more than one principal maturity. The initial bond numbering and principal amounts for each of the Bonds issued shall be designated by the Authority's Treasurer as directed by the initial purchaser thereof. Payments of interest due on the Bonds prior to maturity or earlier 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 Bond, as of the Record Date for each 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 Bonds to said Paying Agent and Registrar. The Authority and the Paying Agent and Registrar may treat the registered owner of any Bond as the absolute owner of such Bond for the purpose of making payments thereon and for all other purposes and neither the Authority nor the Paying Agent and Registrar shall be affected by any notice or knowledge to the contrary, whether such Bond or any installment of interest due thereon shall be overdue or not. All payments on account of interest or principal made to the registered owner of any Bond in accordance with the terms of this Resolution shall be valid and effectual and shall be a discharge of the Authority and the Paying Agent and Registrar, in respect of the liability upon the Bonds or claims for interest to the extent of the sum or sums so paid. Section 4. Paving Agent and Registrar; Transfer and Exchange. The Treasurer of the Authority is hereby designated as the Paying Agent and Registrar for the Bonds. The Paying Agent and Registrar shall keep and maintain for the Authority books for the registration and transfer of the Bonds at the office of the Authority. The names and registered addresses of the registered owner or owners of the Bonds shall at all times be recorded in such books. Any Bond may be transferred pursuant to its provisions at the office of said Paying Agent and Registrar by surrender of such Bond for cancellation, accompanied by a written instrument of transfer, in form satisfactory to said Paying Agent and Registrar, duly executed by the registered owner in person or by such owner's duly authorized agent, and thereupon the Paying Agent and Registrar on behalf of the Authority will deliver at his or her office (or send by registered mail to the transferee owner or owners thereof at the transferee owner's or owners' risk and expense), registered in the name of the transferee owner or owners, a new Bond or Bonds of the same interest rate, aggregate principal amount and maturity. To the extent of the denominations authorized for the Bonds by this Resolution, one 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 Bond, the surrendered Bond shall be cancelled and destroyed. All Bonds issued upon transfer of the Bonds so surrendered shall be valid obligations of the Authority evidencing the same obligations as the Bonds surrendered and shall be entitled to all the benefits and protection of this Resolution to the same extent as the Bonds upon transfer of which they were delivered. The Authority and said Paying Agent and Registrar shall not be required to transfer any Bond during any period from any Record Date until its immediately following Interest Payment Date or to transfer any Bond called for redemption for a period of 30 days next preceding the date fixed for redemption. Section 5. Special Record Date. In the event that payments of interest due on the Bonds on an Interest Payment Date are not timely made, such interest shall cease to be payable to the registered owners as of the Record Date for such Interest Payment Date and shall be payable to the registered owners of the Bonds as of a special date of record for payment of such defaulted interest as shall be designated by the Paying Agent and Registrar whenever monies for the purpose of paying such defaulted interest become available. Section 6. Optional Redemption Mandatory Redemption of Term Bonds; Notice of Redemption. Bonds maturing on or after the fifth (5th) anniversary of the date of original issue thereof (or such other redemption date as may be set forth in the Designation for a particular series of Bonds, the "Redemption Date") shall be subj ect to redemption, in whole or in part, prior to maturity at any time on or after the Redemption Date at par (or such other redemption price as may be set. forth in the Designation for a particular series of Bonds) plus accrued interest on the principal amount redeemed to the date fixed for redemption. Term Bonds, if any, shall be redeemed prior to their stated maturity in accordance with the terms set out in the applicable Designation. Unless otherwise stated in the applicable Designation, scheduled mandatory redemptions shall be at a price equal to 100% of the principal amount redeemed plus interest accrued on the principal amount being redeemed to the date fixed for redemption, and the Paying Agent and Registrar shall select Term Bonds for mandatory redemption using any random method of selection deemed appropriate by the Paying Agent and Registrar. The Authority may select the Bonds to be redeemed in its sole discretion but the Bonds shall be redeemed only in amounts of $5,000 or integral multiples thereof. Any Bond redeemed in part only shall be surrendered to said Paying Agent and Registrar in exchange for a new Bond evidencing the unredeemed principal thereof. Notice of redemption of any Bond called for optional redemption shall be given at the direction of the Authority by said Paying Agent and Registrar by mail not less than 3 0 days prior to the date fixed for redemption, first class, postage prepaid, sent to the registered owner of such Bond at said owner's registered address; provided that notice of redemption of Term Bonds, if any, called for mandatory redemption shall be given without further direction by the Authority. Such notice shall designate the Bond or Bonds to be redeemed by maturity or otherwise, the date of original issue and the date fixed for redemption and shall state that such Bond or Bonds are to be presented for prepayment at the office of said Paying Agent and Registrar. In case of any Bond partially redeemed, such notice shall specify the portion of the principal amount of such Bond to be redeemed. No defect in the mailing of notice for any Bond shall affect the sufficiency of the proceedings of the Authority designating the Bonds called for redemption or the effectiveness of such call for Bonds for which notice by mail has been properly -given and the Authority shall have the right to direct further notice of redemption for such Bond for which defective notice has been given. Section 7. Payment on Non -Business Days. If the date for payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the city in which the principal office of the Authority 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 8. Form of Bond. The Bonds shall be in substantially the following form (with appropriate changes as necessary to conform to the terms of bonds of a particular series based on the applicable Designation): UNITED STATES OF AMERICA STATE OF NEBRASKA COUNTY OF WASHINGTON AIRPORT AUTHORITY OF THE CITY OF BLAIR AIRPORT AUTHORITY BOND SERIES 2016_ ([AMT] [Non -AMT]) No. R- $ Interest Rate Maturity Date Date of Original Issue CUSIP , 2016 Registered Owner: Principal Amount: KNOW ALL PERSONS BY THESE PRESENTS: That the Airport Authority of the City of Blair, in the County of Washington, in the State of Nebraska (the "Authority"), hereby acknowledges itself to owe and for value received promises to pay to the registered owner specified above, or registered assigns, the principal amount specified above in lawful money of the United States of America on the date of maturity specified above with interest thereon to maturity (or earlier redemption) from the date of original issue or most recent Interest Payment Date to which interest has been paid or provided for, whichever is later, at the rate per annum specified above, payable semiannually on June 1 and December 1 of each year, commencing December 1, 2016 (each of said dates an "Interest Payment Date"). Said interest shall be computed on the basis of a 360 -day year consisting of twelve 3 0 -day months. The principal hereof and unpaid accrued interest hereon due at maturity or earlier redemption are payable upon presentation and surrender of this bond to the Treasurer of the Authority, as Paying Agent and Registrar for the Authority, at the offices of the Authority in Blair, Nebraska. Interest on this bond due prior to maturity or earlier redemption will be paid on each Interest Payment Date by a check or draft mailed by said Paying Agent and Registrar to the registered owner of this bond, as shown on the books of record maintained by the Paying Agent and Registrar, at the close of business on the fifteenth 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 (the "Record Date"). 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 Authority are hereby irrevocably pledged. - - This bond is one of an issue -of fully- registered bonds- of the total principal -amount of Dollars ($ ), of even date and like tenor except as to date of maturity, rate of interest and denomination which were issued by the Authority for the purpose of providing funds to pay the principal of and interest on a portion of the Authority's outstanding Bonds, Series , and Bonds, Series (each of which were issued to pay costs of certain improvements to the existing airport and related facilities of the Authority, including land acquisition and construction of runway, apron and taxiway expansion and improvements, construction of fuel storage facilities, construction of hangars and providing related equipment, structures and furnishings therefor) and to pay costs of issuance. The issuance of said bonds has been duly authorized by a Resolution of the Authority duly passed and adopted in strict compliance with Sections 3-501 to 3-514 R.R.S. Neb., as amended. Any or all of the bonds of said issue maturing on or after December 1, 20_, are subject to redemption at the option of the Authority, in whole or in part, at any time on or after fifth anniversary of the date of original issue thereof, at par plus interest accrued on the principal amount redeemed to the date fixed for redemption. [Bonds due as term bonds in the year 20_ (the "Term Bonds") are required to be redeemed prior to their stated maturity, commencing on December 1, 20_, and continuing on December 1 of each year thereafter, which redemptions shall be in the years and for the principal amounts set forth below: Year of Redemption 20 20 20 20 --20* *final maturity Principal Amount to be Redeemed Such mandatory redemptions shall be at a price equal to 100% of the principal amount redeemed plus interest accrued on the principal amount being redeemed to the date fixed for redemption. The Paying Agent and Registrar shall select the Term Bonds for mandatory redemption using any random method of selection deemed appropriate by the Paying Agent and Registrar.] Notice of redemption shall be given by mail to the registered owner of any bond to be redeemed at said registered owner's address in the manner specified in the Resolution 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 said 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 Resolution authorizing said issue of bonds, subj ect to the limitations therein prescribed. The Authority, the Paying Agent and Registrar --and-any-other person may treat the -person -in--whose-nameAhisbond is registered as theabsolute 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. E If the date for payment of the principal of or interest on this bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the City of Blair, Nebraska, are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such day shall have the same force and effect as if made on the nominal date of payment. Under the resolution authorizing the bonds of this issue, the revenues, income, receipts, profits and other monies derived by the Authority from the operation, management and ownership of its airport facility, including monies derived from the authorized levy of taxes, have been pledged to the payment of the bonds of this issue on an equal and ratable basis. The Authority reserves the right under the terms of the authorizing resolution to issue additional bonds on a parity basis with the bonds of this issue and to issue indebtedness junior to such bonds, all upon terms set forth in such resolution. The Authority covenants and agrees that it will certify annually to the governing body of the City of Blair, Nebraska, a tax for airport purposes, within the limitations imposed by law, sufficient in amount to pay the principal of and interest on the bonds of this issue as the same fall due. The Resolution under which this bond and the other bonds of this issue are authorized constitutes a contract between the Authority and the registered owners of said bonds which cannot be altered or changed without the written consent of the registered owners of seventy-five percent (75%) in principal amount of the bonds of this issue then outstanding. This bond shall constitute a general obligation of the Authority and shall not be a debt of the State of Nebraska or the City of Blair and neither the State of Nebraska nor the City of Blair shall be liable thereon. 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. This bond shall not be valid and binding on the Authority until authenticated by the Paying Agent and Registrar. AS PROVIDED IN THE RESOLUTION 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 RESOLUTION, "DTC"), AND NOTWITHSTANDING ANY OTHER PROVISIONS OF THE RESOLUTION 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. THE PRINCIPAL AMOUNT 10 HEREOF OUTSTANDING AND UNPAID SHALL FOR ALL PURPOSES BE THE AMOUNT DETERMINED IN THE MANNER PROVIDED IN THE RESOLUTION. 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. IN WITNES S WHEREOF the Authority has caused this bond to be executed on behalf of the Authority with the manual or facsimile signatures of the Chairman and Secretary of the Authority and by causing the official seal of the Authority to be imprinted or impressed hereon, all as of the date of original issue specified above. ATTEST (Sample—Do not sign) Secretary (SEAL) AIRPORT AUTHORITY OF THE CITY OF BLAIR, NEBRASKA (Sample—Do not sign) Chairman Certificate of Authentication This bond is authorized by Resolution of the Airport Authority of the City of Blair, in the County of Washington, in the State of Nebraska as described in the foregoing bond. (Sample—Do not sin) Treasurer, Airport Authority of City of Blair, Nebraska, Paying Agent and Registrar 11 (Form of Assignment) For value received hereby sells, assigns and transfers unto Social Security or Taxpayer I.D. No. ) the within bond and hereby irrevocably constitutes and appoints , attorney, to transfer the same on the books of registration in the office of the within mentioned Paying Agent and Registrar with full power of substitution in the premises. Signature Guaranteed IM Authorized Officer Dated: Registered Owner(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. 12 Section 9. Execution of Bonds; Book -Entry S sem. Each of the Bonds shall be executed on behalf of the Authority with the manual or facsimile signatures of the Chairman and the Secretary and shall have imprinted or impressed thereon the Authority's seal. The Bonds shall be issued initially as "book -entry -only" bonds under the services of The Depository Trust Company (the "Depository"), with one typewritten bond per maturity being issued to the Depository. In such connection said officers are authorized to execute and deliver a Letter of Representations (the "Letter of Representations") in the form required by the Depository (which may be in the form of a blanket letter, including any such letter previously executed and delivered), for and on behalf of the Authority, which shall thereafter govern matters with respect to registration, transfer, payment and redemption of the Bonds. With respect to the issuance of the Bonds as "book -entry -only" bonds, the following provisions shall apply: (a) The Authority and the Paying Agent and Registrar shall have no responsibility or obligation to any broker-dealer, bank or other financial institution for which the Depository holds Bonds as securities depository (each, a "Bond Participant") or to any person who is an actual purchaser of a Bond from a Bond Participant while the Bonds are in book -entry form (each, a `Beneficial Owner") with respect to the following: (i) the accuracy of the records of the Depository, any nominees of the Depository' or any Bond Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Bond Participant, any Beneficial Owner or any other person, other than the Depository, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Bond Participant, any Beneficial Owner or any other person, other than the Depository, of any amount with respect to the Bonds. The Paying Agent and Registrar shall make payments with respect to the Bonds only to or upon the order of the Depository or its nominee, and all such payments shall be valid and effective fully to satisfy and discharge the obligations with respect to such Bonds to the extent of the sum or sums so paid. No person other than the Depository shall receive an authenticated Bond, except as provided in (e) below. 13 (b) Upon receipt by the Paying Agent and Registrar of written notice from the Depository to the effect that the Depository is unable or unwilling to discharge its responsibilities, the Paying Agent and Registrar shall issue, transfer and exchange Bonds requested by the Depository in appropriate amounts. Whenever the Depository requests the Paying Agent and Registrar to do so, the Paying Agent and Registrar will cooperate with the Depository in taking appropriate action after reasonable notice (i) to arrange, with the prior written consent of the Authority, for a substitute depository willing and able upon reasonable and customary terms to maintain custody of the Bonds or (ii) to make available Bonds registered in whatever name or names as the Beneficial Owners transferring or exchanging such Bonds shall designate. (c) If the Authority determines that it is desirable that certificates representing the Bonds be delivered to the ultimate beneficial owners of the Bonds and so notifies the Paying Agent and Registrar in writing, the Paying Agent and Registrar shall so notify the Depository, whereupon the Depository will notify the Bond Participants of the availability through the Depository of bond certificates representing the Bonds. In such event, the Paying Agent and Registrar shall issue, transfer and exchange bond certificates representing the Bonds as requested by the Depository in appropriate amounts and in authorized denominations. (d) Notwithstanding any other provision of this Resolution to the contrary, so long as any Bond is registered in the name of the Depository or any nominee thereof, all payments with respect to such Bond and all notices with respect to such Bond shall be made and given, respectively, to the Depository as provided in the Letters of Representations. (e) Registered ownership of the Bonds may be transferred on the books of registration maintained by the Paying Agent and Registrar, and the Bonds may be delivered in physical form to the following: (i) any successor securities depository or its nominee; and (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 Bond unless and until such partially redeemed bond has been replaced in accordance with the provisions of this Resolution, the books and records of the Paying Agent and Registrar shall govern and establish the principal amount of such bond as is then outstanding and all of the Bonds issued to the Depository or its nominee shall contain a legend to such effect. 14 If for any reason the Depository is terminated or resigns and is not replaced, the Authority 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 bond certificates shall be insufficient to meet the requirements of the Paying Agent and Registrar for issuance of replacement Bonds upon transfer or partial redemption, the Authority agrees to order printed an additional supply of bond certificates and to direct their execution by manual or facsimile signatures of its then duly qualified and acting Chairman and Secretary and by imprinting or impressing thereon the Authority's seal. In case any officer whose signature or facsimile thereof shall appear on any Bond shall cease to be such officer before the delivery of such Bond (including Bonds 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 Bonds shall not be valid and binding on the Authority until authenticated by the Paying Agent and Registrar. 10. Delivery of Bonds; Bond Purchase Agreement. The Bonds shall be delivered to the Paying Agent and Registrar for registration and authentication. Upon execution, registration, and authentication of the Bonds, they shall be delivered to the Treasurer, who is authorized to deliver them to the Underwriter, as initial purchaser thereof, upon receipt of the purchase price set forth in the applicable designation (to be par, plus original issue premium, less original issue discount, less underwriter's discount of not more than 1.50% of the principal amount of the Bonds, plus accrued interest thereon, if any, to date of payment for the Bonds). Such purchaser and its agents, representatives and counsel (including its bond counsel) are hereby authorized to take such actions on behalf of the Authority as are necessary to effectuate the closing of the issuance and sale of the Bonds, including without limitation, authorizing the release of the Bonds by the Depository at closing. The officers of the Authority (or any one of them) are hereby authorized to execute and deliver a bond purchase agreement (the "Bond Purchase Agreement") for and on behalf of the Authority. Said initial purchaser shall have the right to direct the registration of the Bonds and the denominations thereof within each maturity, subject to the restrictions of this Resolution. Section 11. Application of Proceeds. Accrued interest, if any, received from the sale of a series of Bonds shall be applied to pay interest next falling due on said series of Bonds. Expenses of issuance of a series of Bonds may be paid from the proceeds of such Bonds. The remaining net proceeds of such Bonds shall be applied to the redemption and repayment of the Outstanding Obligations to be refunded thereby, as described in Section 1 hereof and in the applicable Designation, and payment of costs of issuance. In the event that the date of original issue of a series of Bonds is before the redemption date for one or more series of the Outstanding Obligations intended to be refunded thereby, the Authorized Officers (or any one of them) are authorized to enter into an escrow agreement relating to the proceeds to be held, invested and applied for such purposes. Section 12. Certification and Delivery of Transcript. The Secretary shall make and certify a duplicate transcript of the proceedings of the Authority with respect to each series of Bonds herein authorized, which shall be delivered to the initial purchaser thereof. Section 13. Certification of Tax. So long as any of the Bonds herein authorized or any additional bonds as hereinafter permitted to be authorized are outstanding and unpaid, the Authority 15 agrees to certify annually to the governing body of the City of Blair, Nebraska, a tax for airport purposes (including the authorized levy of up to 3.50 per $100 of taxable valuation) on the taxable valuation of all taxable property in such City sufficient in amount to pay the principal and interest on the Bonds and any such additional bonds as the same fall due and further covenants and agrees that it will establish, maintain and collect fees, rents and other charges for the use and occupancy of its airport facility and for all services, facilities and commodities sold, furnished or supplied from said airport facility which, together with the proceeds of such levy described above shall be in the aggregate sufficient to provide for the maintenance, operation and repair of the airport facility and for the payment of interest on and principal of the Bonds herein authorized and any such additional bonds as the same become due. The Authority will punctually perform all duties with reference to the Bonds required by the Constitution and laws of the State of Nebraska and this Resolution, including the making and collecting of sufficient charges for the use of said airport facility. Section 14. Pledge of Revenues. The Authority hereby pledges and hypothecates all revenues, income, receipts, profits and other monies derived from and to be derived from the operation of its airport facility and from the levy of taxes required to be certified pursuant to Section 13 of this Resolution and the income from any additions and improvements to said airport facility for payment of the Bonds herein authorized, both principal and interest, equally and ratably. The Authority agrees that all revenues, income, receipts, profits and other monies of the Authority from whatever source derived, including tax revenues, shall be paid to the Treasurer of the Authority who shall not commingle such money with any other money under his control. The pledge of the revenues, including any and all tax revenues, provided for in this resolution for the Bonds, subject to the right of the Authority to issue additional bonds as provided in this resolution, is intended as a first and prior pledge of, lien on and security interest in such revenues for the payment of principal of and interest on the Bonds, superior to any pledge or promise made with respect to any other indebtedness of the Authority as to the revenues hereby pledged and is intended to be a full exercise of the powers of the Authority provided for in Article 5, Chapter 3, R.R.S. Neb., as amended, with respect to such revenues. Section 15. Additional Bonds. The Authority hereby covenants and agrees that so long as any of the Bonds remain outstanding and unpaid, the Authority shall not issue any additional bonds or other obligations payable out of the revenues, income, receipts, profits and other monies derived from the airport facility and the levy of taxes as described in Section 13 of this Resolution, or any part of any of the foregoing, which are superior to the Bonds herein authorized. The Authority, however, shall have the right to issue additional bonds on a parity or equality with the Bonds provided the following conditions are met: (a) Any defaults on bonds issued under this Resolution have been made good; and (b) The Resolution under which the additional bonds are issued requires the Authority to certify annually to the governing body of the City of Blair, Nebraska a tax for airport purposes sufficient in amount to pay the principal of and interest on the bonds then outstanding and the proposed additional bonds to be issued as the same fall due. Additional bonds of the Authority issued in conformity with the conditions set forth shall stand on a parity with the Bonds and the Authority may make equal provisions for the payment of said bonds 16 and the interest thereon out of the funds of the Airport and may also provide for the creation of reasonable reserves with respect thereto. The term "additional bonds" as used in this Resolution shall mean only those bonds of equal lien to the Bonds which are authorized as permitted in this Section. Nothing contained in this Section shall be construed as prohibiting the issuance by the Authority of bonds or notes which are subordinate to the Bonds and any additional bonds, the principal of and interest of which may be payable from surplus monies, nor shall it prevent the Authority from issuing refunding bonds which will take up and pay off in full the Bonds or any part thereof or any such additional bonds or any part thereof. Section 16. Rate Covenant. The Authority hereby agrees that in the event that collections of tax levy monies permitted to be certified by the Authority are insufficient to satisfy the requirements of the Bonds issued hereunder, the Authority will establish, maintain and collect fees, rents and other charges for the use and occupancy of the airport facility operated by it for all services, facilities and commodities sold, furnished or supplied from said airport facility, which, together with the proceeds of the maximum levy permitted to be certified shall be in the aggregate, sufficient to provide for the maintenance, operation and repair of said airport facility and for the payment of interest on and principal of the Bonds issued hereunder and any additional bonds, provided, however, that the Authority reserves the right to pay principal on the bonds of this issue or any additional bonds by the issuance of refunding bonds as described herein. Section 17. Authority to Call Outstanding Obligations for Redemption; General Authority. Upon the execution of the Bond Purchase Agreement, each of the Authorized Officers is hereby authorized to take such actions and execute such documents on behalf of the Authority as may be necessary or appropriate to call for redemption or prepayment any or all all of the Outstanding Obligations (the "Call Directions"), and such Call Directions, when given by any Authorized Officer, shall constitute the action of the Authority without further action of the Board. The Authority and its agents, representatives and counsel are hereby authorized to take such actions on behalf of the Authority as are necessary to effectuate the closing of the issuance and sale of the Bonds, including, without limitation, authorizing the release of the Bonds by the Depository at closing and calling the Outstanding Obligations for redemption. Section 18. Amendments. No amendment shall be made to this Resolution nor to any rights of the registered owners of the Bonds which in any way would be prejudicial to the rights of the registered owners of the Bonds without first obtaining the written consent of the registered owners of not less than seventy-five percent (75%) in principal amount of said Bonds then outstanding under this Resolution. The provisions of this Resolution, including the covenants and agreements herein contained, shall constitute a contract by and between the Authority and the registered owners of the Bonds and the registered owner of any one or more of the Bonds shall have the right for the equal benefit and protection of all registered owners of such Bonds to take any action permitted by law to enforce the provisions of this Resolution and the payment of the outstanding Bonds. Section 19. Covenant Regarding Airport Operations. The Authority further covenants and agrees with each of the purchasers and registered owners of the Bonds that so long as said Bonds -remain outstanding -and -unpaid the -Authority - will operate and maintain the airport facility operated by it in an efficient manner and at a reasonable cost and in good repair; that the Authority will carry the customary usual insurance on airport facilities of the bind maintained and in the amounts 17 normally carried by other similar airports, such insurance to include but not be limited to worker's compensation, public liability, tornado and fire insurance and flood insurance, if available at reasonable rates, and in the event of loss, the proceeds of such insurance shall be used in reconstructing or replacing the property damaged or destroyed (or, in the context of workers' compensation or liability insurance, paying the associated claim or claims) with any surplus remaining available for general corporate purposes of the Authority so long as payment of the Bonds and any additional bonds has been fully provided for as to payments falling due within the year in which such surplus monies become available. Section 20. Bonding of Treasurer, Other Officers. The Treasurer of the Authority and the Secretary of the Authority and any other official or employee of the Authority having custody of the funds described and referred to in this Resolution shall be bonded, in addition to their regular official bonds, in amounts sufficient to cover at all times the amount of funds of the Authority held by them and the cost of premiums for obtaining such bonds may be paid as an ordinary operating expense of the Authority. Section 21. Books and Records. The Authority is hereby authorized and directed to keep proper books, records and accounts in which complete correct entries shall be made of all transactions relating to the tax levy funds described herein and the funds of the airport facility. The Authority further agrees that it will within 90 days following the close of each fiscal year cause an audit of its books and records to be made by a certified public accountant showing receipts and disbursements for all accounts of the Authority and such audit will be fiunished to the initial purchaser of the Bonds, and, upon request, to any registered owner of twenty-five percent (25%) or more in principal amount of the Bonds within 120 days after the close of the fiscal year, and will be available for inspection by the registered owner of said Bonds. Any registered owner or owners of twenty-five percent (25%) or more in aggregate principal amount ofthe Bonds then outstanding shall have the right at all reasonable times to inspect the airport facility and all records, accounts and data of the Authority relating thereto. Section 22. No Airport Franchise. To the fullest extent permitted by law, the Authority hereby covenants and agrees that, while any of the Bonds are outstanding, the Authority will not grant any franchise or right to any person, firm or corporation to own or operate an airport facility in competition with that owned by the Authority. 18 Section 23. Taxation of Interest. Bonds of a particular series maybe designated tax-exempt governmental bonds ("Tax -Exempt Bonds"), tax-exempt private activity bonds ("AMT Bonds"), or taxable bonds ("Taxable Bonds"), as determined in the applicable designation for a particular series of Bonds. The Authority hereby covenants with the purchasers and registered owners of the Bonds that it will make no use of the proceeds of the Bonds, including monies held in any sinking fund for the payment of principal of and interest on said bonds, which would cause said bonds to be arbitrage bonds within the meaning of Sections 103(b) and 148 of the Code, and further covenants to comply with said Sections 103(b) and 148 and all applicable regulations thereunder throughout the term of said bond issue. The Authority shall make payments and reports with respect to arbitrage rebates as required under the terms of Section 148 of the Code and applicable regulations thereunder. As and to the extent not deemed designated, the Authority hereby designates the Tax -Exempt 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 2016, taking into consideration the statutory exception for current refunding transactions. The Authority 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 Bonds. The Authority hereby further covenants and warrants, with respect to any Bonds designated as AMT Bonds, as follows: (a) No portion of the property or improvements financed from the proceeds of the AMT Bonds will consist of any airplane, health club facility, skybox or other luxury box, facility primarily used for gambling or store the principal business of which is the sale of alcoholic beverages for consumption off premises. (b) All of the net proceeds of the AMT Bonds will be applied to pay the costs of improvements to the Authority's airport facility. All of the property or improvements financed from the proceeds of the AMT Bonds will be owned by the Authority (or the City of Blair, Nebraska, or a successor governmental unit to the Authority or said City) and used for airport purposes so long as any of the Bonds remain outstanding. None of such property shall be leased to any private lessee under terms where such lessee shall have the right to claim depreciation or investment credit with respect to such property (with any and all such rights, if extant, being irrevocably elected against by any such lessee binding upon any and all of its successors). None of such property shall be leased with a term extending beyond 80% of the reasonably expected economic life of the property and no lessee shall have an option to purchase other than at fair market value determined as of the time of exercise of such option. (c) Any and all office space constituting apart of the property or improvements financed by the AMT Bonds shall be located at the airport of the Authority and not more than a de minimis amount of the functions to be performed at such office shall be other than directly related to the day-to-day operations of Authority's airport. (d) None of the property financed by the AMT Bonds shall be or constitute (i) any - - - lodging facility, (ii) -any retail facility (including food and beverage facilities) in excess of -the- -- size necessary to serve the passengers and employees at the Authority's airport, (iii) any retail facility (other than parking) for passengers or the general public located outside the terminal 19 building of the Authority's airport, (iv) any office building for individuals who are not employees of a governmental unit or of the Authority or (v) any industrial park or manufacturing facility. (e) The average maturity of the AMT Bonds does not and shall not exceed 120% of the remaining average reasonably expected economic life of the property and improvements financed or refinanced by the AMT Bonds. (f) Less than 25% of the proceeds of the AMT Bonds will be applied for the acquisition of land or an interest in land, excluding Qualified Land Acquisition, where "Qualified Land Acquisition" shall mean the acquisition of land by the Authority in connection with an airport if such land is acquired for noise abatement or wetland preservation or for future use as an airport, and there is no other significant use of such land. (g) All of the property acquired with the proceeds of the AMT Bonds will be new property with its first use being made pursuant to acquisition from such proceeds. (h) No more than 2% of the proceeds of the AMT Bonds shall be applied to pay any expenses related to the issuance of the Bonds. (i) No portion of the proceeds of the AMT Bonds will be used to acquire property to be leased to the government of the United States of America or to any department, agency or instrumentality of the government of the United States of America; and no moneys in the debt service fund (or other fund created under the Resolution) shall be invested in investments which cause the Bonds to be federally guaranteed within the meaning of Section 149(b) of the Code. If at any time the moneys in such funds exceed, within the meaning of Section 149(b)(3)(B) of the Code, (i) amounts invested for an initial temporary period until the moneys axe needed for the purpose for which the AMT Bonds were issued, (ii) investments of a bona fide debt service fund, and (iii) investments of a reserve which meet the requirement of Section 148(d) of the Code, such excess moneys shall be invested in only those Government Obligations, as otherwise appropriate, which are (A) obligations issued by the United States Treasury, (B) other investments permitted under regulations, or (C) obligations which are (a) not issued by, or guaranteed by, or insured by, the United States or any agency or instrumentality thereof or (b) not federally insured deposits or accounts, all within the meaning of Section 149(b)(3)(B) of the Code. The covenants set forth in Section 23(a) -(j) are intended to apply to AMT Bonds generally. The Authority's covenants are not intended to provide assurance of the tax-exempt status of interest on AMT Bonds in the event that, and for any period of time when, any AMT Bonds are held by a "substantial user" of the portion of the Project financed or refinanced thereby or a "related person" of any such substantial user within the meaning of Section 147(a) of the Code. 20 Section 24. Bonds No Longer Outstanding. The Authority's obligations under this Resolution and the liens, pledges, covenants and agreements of the Authority herein made or provided for with respect to any or all of the Bonds shall be fully discharged and satisfied as to any or all of such Bonds and any such Bond shall no longer be deemed to be outstanding hereunder if such Bond has been purchased by the Authority and cancelled or when the payment of the principal of and interest thereon to the respective date of maturity or redemption (a) shall have been made or caused to be made in accordance with the terms thereof or (b) shall have been provided for by depositing with a national or state bank having trust powers, or trust company, in trust, solely for such payment (i) sufficient money to make such payment and/or (ii) direct general obligations of or obligations the principal of 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 and maturing or redeemable at stated fixed prices at the option of the holder as to principal, at such time or times, as will ensure the availability of sufficient money to make such payments; provided, however, that with respect to any Bond to be paid prior to maturity, the Authority shall have duly called such Bond for redemption and given notice of such redemption as provided by law or made irrevocable provision for the giving of such notice. Any money so deposited with such bank or trust company may be invested or reinvested in U.S. Government Obligations at the direction of the Authority, and all interest and income from U.S. Government Obligations in the hands of such bank or trust company in excess of the amount required to pay principal of and interest on the Bonds for which such monies or U.S. Government Obligations were deposited shall be paid over to the Authority as and when collected. Section 25. Preliminary Official Statement; Authority to Deem Final; Final Official Statement. The use of a Preliminary Official Statement hereby approved; the Authorized Officers (or any one of them) is hereby authorized to approve, complete, modify, update and deem final on behalf of the Authority a Preliminary Official Statement for each series of Bonds and to authorize its use and distribution. Each Authorized Officer is hereby authorized to review and approve on behalf of the Authority a Final Official Statement providing information with respect to each series of Bonds. Section 26. Continuing Disclosure. In accordance with the requirements of Rule 15c2-12 (the "Rule") as promulgated by the Securities and Exchange Commission, the Authorized Officers (or any one of them) are directed to enter into a continuing disclosure undertaking on behalf of the Authority in compliance with the Rule. Section 27. Post -Issuance Compliance Procedures. In order to promote compliance with certain federal tax and securities laws relating to the Bonds herein authorized (as well as other outstanding bonds) the policy and procedures attached hereto as Exhibit "A" (the "Post -Issuance Compliance Policy and Procedures") are hereby adopted and approved in all respects. To the extent that there is any inconsistency between the attached Post -Issuance Compliance Policy and Procedures and any similar policy or procedures previously adopted and approved, the Post -Issuance Compliance Policy and Procedures shall control. - --- - Section 28: Severability. If - any section or sections or -any parts of any section or sections of this Resolution are for any reason held to be invalid or unconstitutional, the validity of the remainder of said Resolution shall not be affected thereby. 21 Section 29. Repeal of Conflicting Resolutions. All Resolutions or orders or parts thereof in conflict with the provisions of this Resolution are to the extent of such conflict hereby repealed. Section 30. Effectiveness. This Resolution shall be in fall force and effect from and after its passage as provided by law. ADOPTED this 16th day of February, 2016. e airman Secretary 22 EXHIBIT "A" POLICY AND PROCEDURES Policy and Procedures Federal Tax Law and Disclosure Requirements for Tax-exempt Bonds and/or Tax Advantaged Bonds ISSUER NAME: The Airport Authority of the City of Blair, Nebraska COMPLIANCE OFFICER (BY TITLE): Airport Manager POLICY It is the policy of the Issuer identified above (the "Issuer") to comply with all Federal tax requirements and securities law continuing disclosure obligations for its obligations issued as tax-exempt bonds (or as tax credit, direct pay subsidy or other tax -advantaged bonds, as applicable) to ensure, as applicable (a) that interest on its tax-exempt bonds remains exempt from Federal income tax, (b) that the direct payments or tax credits associated with its bonds issued as tax advantaged bonds are received in a timely manner and (c) compliance with any continuing disclosure obligations of the Issuer with respect to its outstanding bonds. PROCEDURES Compliance Officer. Review of compliance with Federal tax requirements and securities law continuing disclosure obligations as generally outlined below shall be conducted by the Compliance Officer identified above (the "Compliance Officer"). To the extent more than one person has been delegated specific responsibilities, the Compliance Officer shall be responsible for ensuring coordination of all compliance review efforts. Training. The Compliance Officer shall evaluate and review educational resources regarding post -issuance compliance with Federal tax and securities laws, including periodic review of resources published for issuers of tax-exempt obligations by the Internal Revenue Service (either on its website at http://www.irs.gov/taxexemptbond, or elsewhere) and the Municipal Securities Rulemaking Board (either on its Electronic Municipal Market Access website [` EMMA"] at hgp://www.emma.msrb.org, or elsewhere). Compliance Review. A compliance review shall be conducted at least annually by or at the direction of the Compliance Officer. The review shall occur at the time the Issuer's annual audit takes place, unless the Compliance Officer otherwise specifically determines a different time period or frequency ofreview would be more appropriate. Scope of Review. Document Review. At the compliance review, the following documents (the "Bond Documents") shall be reviewed for general compliance with covenants and agreements and applicable regulations with respect to each outstanding bond issue: (a) the resolution(s) and/or ordinance(s), as applicable, adopted by the governing body of the Issuer authorizing the issuance of its outstanding bonds, together with any documents setting the final rates and terms of such bonds (the "Authorizing Proceedings"), 23 (b) the tax documentation associated with each bond issue, which may include some or all of the following (the "Tax Documents"): (i) covenants, certifications and expectations regarding Federal tax requirements which are described in the Authorizing Proceedings; (ii) Form 803 8 series filed with the Internal Revenue Service; (iii) tax certificates, tax compliance agreements, tax regulatory agreement or similar documents; (iv) covenants, agreements, instructions or memoranda with respect to rebate or private use; (v) any reports from rebate analysts received as a result of prior compliance review or evaluation efforts; and (vi) any and all other agreements, certificates and documents contained in the transcript associated with the Authorizing Proceedings relating to federal tax matters. (c) the Issuer's continuing disclosure obligations, if any, contained in the Authorizing Proceedings or in a separate agreement (the "Continuing Disclosure Obligations"), and (d) any communications or other materials received by the Issuer or its counsel, from bond counsel, the underwriter or placement agent or its counsel, the IRS, or any other material correspondence relating to the tax-exempt status of the Issuer's bonds or relating to the Issuer's Continuing Disclosure Obligations. Use and Timely Expenditure of Bond Proceeds. Expenditure of bond proceeds shall be reviewed by the Compliance Officer to ensure (a) such proceeds are spent for the purpose stated in the Authorizing Proceedings and as described in the Tax Documents and (b) that the proceeds, together with investment earnings on such proceeds, are spent within the timeframes described in the Tax Documents, and (c) that any mandatory redemptions from excess bond proceeds are timely made if required under the Authorizing Proceedings and Tax Documents. Arbitrage Yield Restrictions and Rebate Matters. The Tax Documents shall be reviewed by the Compliance Officer to ensure compliance with any applicable yield restriction requirements under Section 148(a) of the Internal Revenue Code (the "Code") and timely calculation and payment of any rebate and the filing of any associated returns pursuant to Section 148(f) of the Code. A qualified rebate analyst shall be engaged as appropriate or as may be required under the Tax Documents. Use of Bond Financed Property. Expectations and covenants contained in the Bond Documents regarding private use shall be reviewed by the Compliance Officer to ensure compliance. Bond-fmanced properties shall be clearly identified (by mapping or other reasonable means). Prior to execution, the Compliance Officer (and bond counsel, if deemed appropriate by the Compliance Officer) shall review (a) all proposed leases, contracts related to operation or management of bond-fmanced property, sponsored research agreements, take -or -pay contracts or other agreements or arrangements or proposed uses which have the potential to give any entity any special legal entitlement to the bond -financed property, (b) all proposed agreements which would result in disposal of any bond -financed property, and (c) all proposed uses of bond-fmanced property which were not anticipated at the time the bonds were issued. Such actions could be prohibited by the Authorizing Proceedings, the Tax Documents or Federal tax law. Continuing Disclosure. Compliance with the Continuing Disclosure Obligations with respect to each bond issue shall be evaluated (a) to ensure timely compliance with any annual disclosure requirement, and (b) to 24 ensure that any material events have been properly disclosed as required by the Continuing Disclosure Obligation., Record Keeping. If not otherwise specified in the Bond Documents, all records related to each bond issue shall be kept for the life of the indebtedness associated with such bond issue (including all tax-exempt refundings) plus six (6) years. Incorporation of Tax Documents. The requirements, agreements and procedures set forth in the Tax Documents, now or hereafter in existence, are hereby incorporated into these procedures by this reference and are adopted as procedures of the Issuer with respect to the series ofbonds to which such Tax Documents relate. Consultation Regarding_ Questions or Concerns. Any questions or concerns which arise as a result of any review by the Compliance Officer shall be raised by the Compliance Officer with the Issuer's counsel or with bond counsel to determine whether non-compliance exists and what measures should be taken with respect to any non-compliance. VCAP and Remedial Actions. The Issuer is aware of (a) the Voluntary Closing Agreement Program (known as "VCAP") operated by the Internal Revenue Service which allows issuers under certain circumstances to voluntarily enter into a closing agreement in the event of certain non-compliance with Federal tax requirements and (b) the remedial actions available to issuers of certain bonds under Section 1.141-12 of the Income Tax Regulations for private use of bond financed property which was not expected at the time the bonds were issued. 25 The foregoing Resolution having been read, Member Dr. D. Johnson seconded the motion for its passage and adoption and after consideration, roll was called on the passage and adoption of said Resolution and the following members voted "AYE": G. Combs, L. Havekost, and Dr. D. Johnson The following members voted "NAY". None More t an the majority of all members of the Authority were in favor of the Resolutio and he same 44eclared dopted. 0 26 NOTICE OF MEETING NOTICE IS HEREBY GIVEN that a meeting of the Airport Authority of the City of Blair, Nebraska will be held at 7 o'clock p.m. on the 16th day of February, 2016, at Blair Council Chambers , in the City of Blair, Nebraska, which meeting will be open to the public. An agenda for such meeting, kept continuously current, 's available for public inspection at Blair City Hall '4V hairman CERTIFICATE OF POSTING The undersigned Secretary of the Airport Authority of the City of Blair, Nebraska hereby certify that a copy of the Notice of Meeting of the Airport Authority held on February 16, 2016, such notice being in the form attached hereto, was caused to be posted by me in the public places in the City of Blair listed below on _, 2016: And, to the knowledge of the undersigned, that such notices remained so posted through the date and time of the meeting. Dated , 2016. Secretary DOCS/1587948.6 I the undersigned Secretary for the Airport Authority of the City of Blair, Nebraska (the "Authority") hereby certify that the foregoing is a true and correct copy of the proceedings had and done by the Chairman and Board of Directors of said Authority on F &, 2016; that all of the subjects included in the foregoing proceedings were contained in the agenda fox the meeting, kept continually current and readily available for public inspection at the office of the Secretary; that such agenda items were' sufficiently descriptive to give the public reasonable notice of the matters to be considered at the meeting; that such subjects were contained in said agenda for at least twenty-four hours prior to said meeting; that at least one copy of all reproducible material discussed at the meeting was available at the meeting for examination and copying by members of the public; that the said minutes from which the foregoing proceedings have been extracted were in written form and available for public inspection within ten working days and prior to the next convened meeting of said body; that all news media requesting notification concerning meetings of said body were provided advance notification of the time and place of said meeting and the subjects to be discussed at said meeting; and that a current copy of the Nebraska Open Meetings Act was available and accessible to members of the public, posted during such meeting in the room in which such meeting was held. W/ I