Loading...
2014-04RESOLUTION 2014-04 Board Member G. Meyer introduced the following resolution and Board Member D. Woodhull moved its adoption: `BE IT RESOLVED by the Members of the Airport Authority of the City of Blair, Nebraska (the "Authority") as follows: Section 1. The Authority finds and determines that: (a) the Authority has been established by the Mayor and Council of the City of Blair, Nebraska (the "City"), and remains in existence under the terms of Section 3-502, R.R.S. Neb., as amended; and (b) the Authority has issued and outstanding the following obligations (collectively, the "Outstanding Bonds"): Airport Authority Refunding Bonds, Series 2003, date of original issue --April 23, 2003 (the "2003 Refunding Bonds"), presently outstanding in the principal amount of $110,000; and Airport Authority Bonds, Series 2006, date of original issue—December 9, 2006 (the "2006 Bonds"), presently outstanding in the principal amount of $1,185,000; and (c) pursuant to resolutions previously adopted by the Authority, certain public improvements to the existing airport and related facilities owned and operated by the Authority (as now existing or hereafter acquired, improved and/or extended, the "Airport"), including land acquisition and construction of runway, apron and taxiway expansion and improvements, construction of fuel storage facilities, construction of hangars, construction of water system improvements therefor, and providing related equipment, structures and furnishings therefor (collectively, the "Project") have been ordered by the Authority; and (d) pursuant to proceedings duly passed and adopted by the Authority, the Authority has issued and there are now outstanding the following bond anticipation notes (collectively, the "Outstanding Notes") for the purpose of paying a portion of the costs of the Project on a temporary basis pending permanent financing: (i) Airport Authority Bond Anticipation Note (Grant Anticipation Loan), Series 2013C, dated October 23, 2013 (the "2013C Note") and maturing October 22, 2014), and presently outstanding (as of September 1, 2014) in the amount of $369,786.31 (the "2013C Outstanding Amount'); and (ii) Airport Authority Bond Anticipation Note, Series 2013D (Draw -Down Grant Anticipation Loan), dated October 23, 2014 (the "2013D Note") and maturing October 22, 2014, and presently outstanding (as of September 1, 2014) in the principal amount (maximum amount drawable) of $2,400,000, of which approximately $1,252,553.65 is presently drawn and outstanding (the "2013D Outstanding Amount'; and, together with the 2013C Outstanding Amount, the "Outstanding Amount'); and (e) the Outstanding Bonds and the Outstanding Notes constitute the only outstanding indebtedness of the Authority for which the Revenues (as defined below) of the Airport have been pledged; and (f) pursuant to a resolution of the Authority adopted concurrently herewith (the "2014A Resolution"), the City has contemporaneously herewith authorized the issuance of its Airport Authority Bond Anticipation Note (Grant Anticipation Loan), Series 2014A, in the principal amount of up to $360,000 (the "2014A Note") for the purpose of refunding the 2013C Outstanding Amount; and (g) the total remaining estimated cost of the Project is expected to be not less than $1,150,000 (the "Additional Amount"); and (h) that in addition to the 2014A Note, and pending permanent financing for the Project (including payment for such improvements through a grant or grants by or through the Federal Aviation Administration, hereinafter the "FAA Grants") and/or the issuance of additional bonds or other indebtedness by the Authority, it is necessary for the Authority to obtain additional temporary financing for the Project to make available to the Authority funds to refinance the 2013D Outstanding Amount and to provide for the payment from time to time of remaining costs of the project up to the Additional Amount until completion of acquisition and construction of the Project and funding of such FAA Grants and/or issuance of such bonds; and (i) for such purposes it is necessary for the Authority to borrow additional funds in the amount of up to $2,400,000.00; and 0) the taxable valuation of all taxable property in the City (excluding intangible property) as of the most recent valuation is not less than $487,385,816.00; and (k) that upon the issuance of the 2014B Note as provided herein and the 2014A Note as provided in the 2014A Resolution, the Outstanding Bonds, the 2014A Note and the 2014B Note will be the only then -outstanding obligations of the Authority for which the revenues of the Airport have been pledged; and (1) that pursuant to Section 147(f) of 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 (a copy of such published notice being attached hereto and incorporated herein by this reference) and that on the basis of such hearing the issuance of the 2014B Note [and the 2014A Note] and the following matters related thereto have been approved (and are hereby approved) by the members of the Authority: (1) the general functional description of the Project (certain improvements to the existing airport and related facilities of the Authority, including land acquisition, construction of runway, apron and taxiway expansion and improvements, construction of fuel storage facilities, construction of hangars, water service improvements, and providing related equipment, structures and furnishings therefor and capitalized costs associated therewith); (2) the maximum face amount of the obligations to be issued, which may include the 2014B Note authorized herein as well as the 2014A Note ($3,500,000); (3) the initial owner; operator and manager of the Project (the Authority and, as to the water system improvements, Papio-Missouri Natural Resources District (Washington County Rural Water Supply System #2); provided that the Authority may, in its discretion in the future enter into arrangements with third parties relating to the occupancy, operation and/or management of the Project or portions thereof, including, without limitation, arrangements with Skywerx Aviation, LLC relating to a portion of the Project for use as a fixed -base operator (FBO) facility); and (4) the location of the Project (2785 State Highway 133 (south of Blair, Nebraska on State Highway 133), except for the water system improvements which commence at approximately 3304 County Road 37 in Washington County, Nebraska and terminate at 2785 State Highway 133 (south of Blair, Nebraska on State Highway 133); and (m) that all conditions, acts and things required to exist or to be done precedent to the issuance by the Authority of its Airport Authority Bond Anticipation Note (Draw -Down Grant Anticipation Loan), Series 2014B, in the principal amount of not to exceed $2,400,000.00 pursuant to Section 3-507, R.R.S. Neb., as amended, in the form of a single note with principal to be drawn as needed to pay or refinance construction costs, do exist and have been done as required by law. Section 2. To provide funds for the purposes described in Section 1 hereof, there shall be and there is hereby ordered issued the Authority's Airport Authority Bond Anticipation Note (Draw -Down Grant Anticipation Loan), Series 2014B (the "2014B Note"), in the principal amount (maximum amount drawable) of TWO MILLION FOUR HUNDRED THOUSAND AND 00/100 DOLLARS ($2,400,000) to be dated the date of delivery thereof (expected to be October 22, 2014) and to be issued in fully -registered form. The 2014B Note shall bear interest at a fixed rate per annum to be set forth in the 2014B Note (not to exceed 3.30%) per annum on the principal amount drawn and outstanding from time to time until paid. Interest shall be computed based upon a 365 (or 366, as applicable) day year and the actual number of days elapsed. Interest on all principal amounts outstanding under the 2014B Note shall be payable monthly in arrears on or before the first day of each month (each, an "Interest Payment Date"), commencing with the Interest Payment Date on December 1, 2014, until maturity. The 2014B Note shall mature, and the entire unpaid principal amount of the 2014B Note, together with all unpaid accrued interest thereon, shall be due and payable on the Maturity Date to be set forth in the Note (such date being referred to as the "Maturity Date"), which shall be no later than the date which is one (1) year after the date of delivery of the 2014B Note to the purchaser. Payments shall be applied first to accrued interest and then to principal, and shall be payable to the registered owner of record as of the fifteenth (15th) day immediately preceding the Interest Payment Date, Maturity Date or other date of prepayment, if applicable (the "Record Date"), subject to the provisions of Section 4 hereof. Payments of principal and interest due at final maturity or upon redemption in whole or in part prior to maturity shall be made by the Paying Agent and Registrar designated in Section 3 hereof to the registered owner upon presentation and surrender of the 2014B Note (or presentation for notation of partial prepayment, if applicable) to said Paying Agent and Registrar. The Authority and said Paying Agent and Registrar may treat the registered owner of the 2014B Note as the absolute owner thereof 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 the 2014B Note or any payment of principal or interest due thereon shall be overdue or not. All payments on account of interest or principal made to the registered owner of the 2014B Note in accordance with the terms of this Resolution shall be valid and effectual and shall be a discharge of the Authority and said Paying Agent and Registrar, in respect of the liability upon the 2014B Note or claims for interest to the extent of the sum or sums so paid. Section 3. The Authority's Treasurer is hereby designated to serve as Paying Agent and Registrar for the 2014B Note. The Paying Agent and Registrar shall keep and maintain for the Authority books for the registration and transfer of the 2014B Note at the Authority's offices in Blair, Nebraska, being the office of such Paying Agent and Registrar for purposes of this Resolution. The name and registered address of the registered owner of the 2014B Note shall at all times be recorded in such books. The 2014B Note may be transferred pursuant to its provisions at the office of said Paying Agent and Registrar by surrender of such 2014B Note for notation of transfer, 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 register such transfer upon its books and make notation thereof on said 2014B Note and deliver the 2014B Note at its office to the transferee owner (or send it by registered mail to the transferee owner thereof at such transferee owner's risk and expense). The Authority and said Paying Agent and Registrar shall not be required to transfer the 2014B Note during any period from any Record Date until the Maturity Date or to transfer the 2014B Note, when called for redemption, for a period of thirty (30) days next preceding the date fixed for redemption. Section 4. If the date for payment of the principal of or interest on the 2014B Note shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the State of Nebraska are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such day shall have the same force and effect as if made on the nominal date of payment. Section 5. The 2014B Note shall be subject to redemption in whole or in part prior to maturity on any business day upon written notice to the registered owner of the 2014B Note at par plus accrued interest on the principal amount redeemed to the date fixed for redemption. Redemption in part shall be made only in whole principal increments of $1,000 and shall include all accrued but unpaid interest on the principal amount being prepaid in part to the date fixed for partial redemption. Such notice of redemption shall designate the principal amount of the 2014B Note to be redeemed and the date fixed for redemption and state that the 2014B Note is to be presented for prepayment in whole or for notation of prepayment in part at the office of the Paying Agent and Registrar. No defect in the mailing of notice for any such redemption of the 2014B Note shall affect the sufficiency of the proceedings of the Authority designating the call and the Authority shall have the right to direct further notice of redemption for the 2014B Note for any redemption for which defective notice has been given. The registered owner of the 2014B Note shall have the right to waive notice with respect to any redemption as described in this Section 5. Section 6. The 2014B Note shall be in substantially the following form: UNITED STATES OF AMERICA STATE OF NEBRASKA COUNTY OF WASHINGTON AIRPORT AUTHORITY BOND ANTICIPATION NOTE (DRAW -DOWN GRANT ANTICIPATION LOAN) SERIES 2014B OF THE AIRPORT AUTHORITY OF THE CITY OF BLAIR, NEBRASKA No. RB -1 $2,400,000.00 Interest Rate Maturity Date Date of Delivery 3.30% October 21, 2015 October 22, 2014 KNOW ALL PERSONS BY THESE PRESENTS: That the Airport Authority of the City of Blair, Nebraska, (the "Authority") hereby acknowledges itself to owe and for value received promises to pay to .the registered owner specified on the Provision for Registration (set forth below and forming a part hereof), or registered assigns, the principal sum set forth above in lawful money of the United States of America, to the extent drawn and remaining unpaid under the terms of the resolution authorizing the issuance of this Note, with interest on the unpaid principal balance thereof as drawn and remaining outstanding from time to time from the date hereof or later date of drawing (as to each principal amount drawn) until paid at the Interest Rate shown above per annum, computed based upon a 365 (or 366,, as applicable) day year and the actual number of days elapsed. Interest on all principal amounts outstanding under this Note shall be payable monthly in arrears on or before the first day of each month (each, an "Interest Payment Date"), commencing with the Interest Payment Date on December 1, 2014, until maturity. The principal of this Note together with all accrued and unpaid interest thereon shall become due on the Maturity Date shown above. Principal and interest due upon the Maturity Date (or earlier redemption) shall be made upon presentation and surrender of this Note (or presentation for notation of partial prepayment, if applicable) to the Authority's Treasurer at the Authority's office in Blair, Nebraska. Drawings under this Note shall be noted on the annexed schedule of principal advances. The Authority, however, reserves the right and option of making prepayment on this Note in whole or in part prior to maturity on any business day upon written notice to the registered owner of the Note at par plus accrued interest on the principal amount redeemed to the date fixed for redemption. Prepayments in part shall be made only in whole principal increments of $1,000 and shall include all accrued but unpaid interest on the principal amount being prepaid in part to the date fixed for partial redemption. Such notice of redemption may be waived by the registered owner in writing. Partial prepayments shall be noted by the Authority's Treasurer on the form set forth below. This Note is the single Note of its issue in the principal amount of $2,400,000.00 issued by the Authority for the purpose of paying the costs of certain public improvements to the Airport, including land acquisition and construction of runway, apron and taxiway expansion and improvements, construction of fuel storage facilities, construction of hangars, construction of water system improvements therefor, and providing related equipment, structures and furnishings therefor (collectively, the "Project") for the existing airport and related facilities operated by the Authority (as now existing or hereafter acquired, improved and/or extended, the "Airport"), including refunding temporary indebtedness incurred for such purposes. The issuance of said Note has been authorized by proceedings duly had and a resolution legally adopted by the Board of the Authority under and pursuant to the provisions of Article 5, Chapter 3, R.R.S. Neb., as amended. This Note is transferable, with the prior written consent of the Authority, by the registered owner or such owner's attorney duly authorized in writing at the office of the Authority's Treasurer upon surrender of this Note for notation of transfer as provided in the Provision for Registration forming a part hereof. The Authority, the Authority's Treasurer and any other person may treat the person whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment due hereunder and for all purposes and shall not be affected by any notice to the contrary, whether this Note be overdue or not. If the day for payment of the principal of or interest on this Note shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the State of 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 date shall have the same force and effect as if made on the nominal date of payment. The resolution under which this Note has been issued constitutes a contract between the Authority and the holder of said Note which cannot be altered or changed without the written consent of such holder. This Note shall not be a debt of the State of Nebraska or the City of Blair, Nebraska (the "City"), and neither the State of Nebraska nor the City shall be liable thereon. This Note shall be payable from the proceeds of the Authority's airport authority bonds or other bonds, to the extent not paid from other sources. In addition, the revenues, income, receipts, profits and other monies derived and to be derived from the operation of the Authority's airport facility, including monies derived from the Authority's authorized levy of taxes (the "Revenues") have been pledged for the payment of this Note as well as certain other notes of equal standing; provided, however, that such pledge is and shall be junior and subordinate to the previous pledge of the Revenues for the payment of the Authority's Outstanding Bonds (as defined in the resolution authorizing the issuance of this Note) and any "Additional Bonds" which may be issued on a parity with the Outstanding Bonds under the terms of the resolutions authorizing the issuance of the Outstanding Bonds. 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 said Authority, including this Note, does not exceed any limitation imposed by law. IN WITNESS WHEREOF, the members of the Board of the Authority have caused this Note to be executed on behalf of the Authority by being signed by its Chairperson and Secretary and by causing the official seal of the Authority to be impressed or imprinted hereon, all as of the date of original issue specified above. This Note shall not be valid and binding on the Authority until authenticated by the Paying Agent and Registrar. THE AIRPORT AUTHORITY OF THE CITY OF BLAIR, NEBRASKA (SEAL) By: (SAMPLE --DO NOT SIGN) Chairperson ATTEST: (SAMPLE --DO NOT SIGN) Secretary PROVISION FOR REGISTRATION The ownership of this Note shall be registered as to both principal and interest on the books and records of the Airport Authority of the City of Blair, Nebraska, kept by the Authority's Treasurer, who shall make notation of such registration in the registration blank below, and the transfer of this Note may thereafter be registered only upon an assignment duly executed by the registered owner or such owner's attorney or legal representative, in such form as shall be satisfactory to said Authority's Treasurer, such registration of transfer to be made on such books and endorsed hereon by said Treasurer. Date of Registration Name of Registered Owner Signature of Authority Treasurer October 22, 2014 Washington County Bank (SAMPLE --DO NOT SIGN) NOTATION OF PRINCIPAL ADVANCES Date of Advance Amount of Advance October 22, 2014 $[2013D OUTSTANDING AMOUNT, LESS REQUIRED PRINCIPAL PAYDOWN AND ACCRUED INTEREST] NOTATION OF PARTIAL PREPAYMENTS I Date of Prepayment I Amount of Prepayment II Section 7. The 2014B Note shall be executed on behalf of the Authority with the manual signatures of the Chairperson and the Secretary and shall have impressed or imprinted thereon the Authority's seal. Thereafter the 2014B Note shall be delivered to the Paying Agent and Registrar for registration. Upon execution and registration of the 2014B Note, it shall be delivered to the Authority's Treasurer, who is authorized to deliver it to Washington County Bank, as purchaser thereof. Said purchaser shall make payment for the 2014B Note by advancing funds from time to time (including an initial advance on the date of delivery of the 2014B Note to refinance the 2013D Outstanding Amount, less amounts paid to date or in connection with closing) for up to the full stated principal amount upon requests for disbursement executed by the Chairperson or other authorized officer of the Board. Each such advance shall be noted on the 2014B Note by the registered owner. The proceeds of the 2014B Note, as drawn in accordance with this Resolution, shall be used and applied by the Authority to make payment of costs of the Project; provided, in no event shall proceeds of the 2014B Note be used to make payments of interest on the 2014B Note or the Authority's 2014A Note. Section 8. The Authority covenants and agrees that it will take all steps required to acquire and complete construction of the Project described in Section 1 hereof in a manner to allow it to issue and sell its airport authority bonds or other bonds. The Authority further covenants and agrees to issue and sell its airport authority bonds or other bonds in a sufficient amount and at such time as will enable it to take up and pay off the 2014B Note herein ordered issued, both principal and interest, at or prior to maturity, to the extent not paid from other sources (such as the FAA Grants or additional notes or bonds). The 2014B Note shall be payable from the proceeds of the Authority's airport authority bonds or other bonds, to the extent not paid from other sources (such as the FAA Grants or additional notes or bonds). In addition, the Authority hereby pledges and hypothecates the revenues, income, receipts, profits and other monies derived from and to be derived from the operation of its airport facility and the income from any additions and improvements to said airport facility (collectively, with the proceeds of the tax levy described below, the "Revenues") for the payment of principal of and interest on the 2014B Note; provided, however, that such pledge is and shall be junior and subordinate in priority to the pledge of such Revenues for payment of the Outstanding Bonds and any Additional Bonds issued on a parity with the Outstanding Bonds under the terms of the resolutions authorizing the issuance of the Outstanding Bonds. Section 9. The Authority hereby finds and determines that it is now duly authorized by law to annually certify to the governing body of the City a tax to be levied by the City for airport purposes on all the taxable property within the City of not to exceed three and one-half (3.5) cents per $100 of taxable valuation of all of the taxable property within the City. The Authority hereby covenants and agrees that while the 2014B Note remains outstanding, it will certify annually to the governing body of the City a tax to be levied for airport purposes, in such amount, but not to exceed three and one-half (3.5) cents per $100 of taxable valuation on all taxable property in the City, which tax together with all other Revenues, shall be sufficient to operate the airport and to pay the principal of and interest on the 2014B Note, the 2014A Note, the Outstanding Bonds and any Additional Bonds issued on a parity with the Outstanding Bonds, and any additional notes permitted hereunder, as such principal and interest become due (taking into account the issuance of bonds to pay the 2014B Note at maturity as provided in Section 8 hereof). The Authority further covenants and agrees that it will, from time to time, establish, maintain and collect fees, rents, tolls and other charges for the use and occupancy of the Airport and for all services, facilities and commodities, sold, furnished or supplied therefrom which will, together with the proceeds of the tax levy referred to above, in the aggregate provide funds sufficient at all times to pay all operating costs of the Authority and to provide net revenues sufficient to pay all principal and interest requirements on the 2014B Note, the Outstanding Bonds, and any Additional Bonds issued on a parity with the Outstanding Bonds, and any additional notes permitted hereunder, as the same become due (taking into account the issuance of bonds to pay the 2014B Note at maturity as provided in Section 8 hereof). Section 10. The Authority shall transfer to the account of the Paying Agent and Registrar, at least five (5) days before any payment of principal. and/or interest on the 2014B Note becomes due a sufficient amount to pay said principal and/or interest as the same becomes due. Section 11. Nothing herein shall prevent the Authority from issuing refunding notes which will take up and pay off in full the 2014B Note or the 2014A Note at any time, subject to the applicable limit (if any) upon early redemption set forth in Section 5 of this Resolution. The Authority may issue Additional Bonds of equal standing with the Outstanding Bonds as and to the extent provided in the resolutions authorizing the Outstanding Bonds. The Authority may issue additional notes or other evidences of indebtedness junior in lien and standing to the Outstanding Bonds without limitation. Section 12. No amendments shall be made to this Resolution or to any rights of the holder of the 2014B Note which would in any way be prejudicial to the rights of the holder of the 2014B Note without first obtaining the written consent of the registered owner of the 2014B Note. Section 13. The Authority further covenants and agrees with each of the purchaser and registered owner of the 2014B Note that so long as the 2014B Note remains 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 kind maintained and in the amounts 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 with any surplus remaining available for general corporate purposes of the Authority so long as payment of the 2014B Note, the Outstanding 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 14. 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 15. 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 furnished to the purchaser and registered owner of the 2014B Note. The registered owner of the 2014B Note 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 16. The Authority hereby covenants and agrees that, while the 2014B Note is 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. Section 17. The Authority hereby covenants with the purchasers and registered owners of the 2014B Note that it will make no use of the proceeds of said issue, including monies held in any sinking fund for the payment of principal of and interest on said note, which would cause said notes 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 note issue. 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 2014B Note, The Notes are being issued as exempt facility bonds under Section 142(a)(1) of the Code, and in connection therewith the Authority hereby further covenants and warrants as follows: (a) As provided in Section 147(e) of the Code, no portion of the property or improvements financed or refinanced from the proceeds of the 2014B Note will consist of any airplane, health club facility, skybox or other private luxury box, health club facility, 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 2014B Note will be applied to pay or refinance the costs of improvements to the Authority's airport facility. All of the property or improvements financed or refinanced from the proceeds of the 2014B Note will be owned by the Authority (or the City of Blair, Nebraska, or a successor governmental unit to the Authority or said City, and, as to the water system improvements, Papio-Missouri Natural Resources District (Washington County Rural Water Supply System #2)) and used for airport purposes so long as the 2014B Note remains outstanding. As provided in Section 142(b)(1)(B) of the Code, 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); and 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) As provided in Section 142(b)(2) of the Code, any and all office space constituting a part of the property or improvements financed or refinanced by the 2014B Note 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) As provided in Section 142(c)(2) of the Code, none of the property financed or refinanced by the 2014B Note 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 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) As provided in Section 147(b) of the Code, the average maturity of the 2014B Note 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 2014B Note. (f) As provided in Section 147(c) of the Code, less than 25% of the proceeds of the 2014B Note will be applied for the acquisition of land or an interest in land (or to the extent more than 25% of such proceeds are so applied, such land is acquired for noise abatement or wetland preservation, or for future use as an airport, and there is not other significant use of such land). (g) As provided in Section 147(d)(1) of the Code, all of the property acquired with the proceeds of the 2014B Note will be new property with its first use being made pursuant to acquisition from such proceeds. (h) As provided in Section 147(g) of the Code, no more than 2% of the proceeds of the 2014B Note shall be applied to pay any expenses related to the issuance of the 2014B Note. (i) The Authority shall make payments and reports with respect to arbitrage rebates as and to the extent required under the terms of Section 148 of the Code and applicable regulations thereunder. 0) No portion of the proceeds of the 2014B Note 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 monies in the debt service fund (or other fund created under the Resolution) shall be invested in investments which cause the 2014B Note to be federally guaranteed within the meaning of Section 149(12) of the Code. If at any time the monies 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 monies are needed for the purpose for which the 2014B Note 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 monies 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 this Section are intended to apply to the 2014B Note generally. The Authority's covenants are not intended to provide assurance of the tax-exempt status of interest on the 2014B Note in the event that, and for any period of time when, any of the 2014B Note are held by a "substantial user" of the Project or a "related person" of any such substantial user within the meaning of Section 147(a) of the Code. The covenants in this Section may be modified, but only upon receipt of an opinion of qualified bond counsel that such modifications do not adversely affect the tax status of the Notes. 10 Section 18. In order to promote compliance with certain federal tax and securities laws relating to the 2014B Note herein authorized (as well as other outstanding tax-exempt obligations) the policy and procedures adopted in connection with the 2014A Resolution (the "Post -Issuance Compliance Policy and Procedures") are hereby adopted and approved in all respects. Section 19. This Resolution shall be considered as a covenant with the registered owner of the 2014A Note and such owner may enforce the provisions hereof in any manner provided by law or in equity. Section 20. If any section, paragraph, clause or provision of this Resolution shall be held invalid for any reason, the invalidity of such section, paragraph, clause or provision shall not affect any of the other provisions of this Resolution. law. Section 21. This Resolution shall be in force and take effect from and after its adoption as provided by ADOPTED September 16, 2014. Chairpe so '6191111 ll�'99PP. r R d a Secreta ti .. g d « w a ®� a e 0 Na Ap q �,An for adoption was seconded by Board Member Dr. D. Johnson. Upon roll call, the following ota'di�'. ,0,A1eyer, D. Woodhull, G. Combs, and Dr. D. Johnson. The following Board Members voted NAY: Nond. Absent: Board Member L. Havekost. The Chairperson declared said resolution adopted. cL��iTI Ch rson Attest: � Seeietary L 3 SEA ® a9 a 11 I, the undersigned Secretary for the Airport Authority of the City of Blair, Nebraska, hereby certify that the foregoing is a true and correct copy of the proceedings had and done by the Members of the Authority on September 16, 2014; that all of the subjects included in the foregoing proceedings were contained in the agenda for the meeting, kept continually current and readily available for public inspection at the office of the Authority; that such subjects were contained in said agenda for at least twenty-four hours prior to said meeting; that such agenda items were sufficiently descriptive to give the public reasonable notice of the matters to be considered at the 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 hell. b,y C,?N�� SecretAry „e h a [SEAL] C9 �+ g � r• �'f iT39i ql°,1 12