2013-03EXTRACT FROM MINUTES OF MEETING
OF THE AIRPORT AUTHORITY OF THE CITY OF BLAIR NEBRASKA
A meeting of the Airport Authority of the City of Blair, Nebraska (the "Authority") was convened in open
and public session at 7:00 o'clock p.m. on January 15, 2013, at the City Council Chamber, City Hall, in Blair,
Nebraska. Present were: G. Combs, L. Havekost, and Dr. D. Johnson; Absent were: G. Meyer and D. Woodhull.
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. 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. All proceedings
hereafter shown were taken while the convened meeting was open to the attendance of the public.
Board Member L. Havekost introduced the following resolution and moved its adoption:
1
RESOLUTION 2013-03
`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. 2007, 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
$145,000.00; and
Airport Authority Bonds, Series 2006, date of original issue—December 9, 2006 (the
"2006 Bonds"), presently outstanding in the principal amount of $1,220,000.00; 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 outstanding its Airport Authority Bond Anticipation Note (Draw -Down Grant Anticipation Loan),
Series 2012, dated January 18, 2012 (the "Series 2012 Note") and maturing January 18, 2013, and presently
outstanding in the principal amount (maximum amount drawable) of $3,500,000.00, of which
approximately $1,741,699.81, including accrued interest, is presently drawn and outstanding (the
"Outstanding Amount"), for the purpose of paying a portion of the costs of the Project on a temporary basis
pending permanent financing; and
(e) the Outstanding Bonds and the Series 2012 Note constitute the only outstanding indebtedness
of the Authority for which the Revenues (as defined below) of the Airport have been pledged; and
(f) the total remaining estimated cost of the Project is not less than $1,758,300.19 (the "Additional
Amount"); and
(g) the City has contemporaneously herewith authorized the issuance of its Airport Authority
Bond Anticipation Note (Draw -Down Grant Anticipation Loan), Series 2013B, dated January 18, 2013 (the
"Series 2013B Note") for the purpose of making funds available to pay from time to time costs of the
Project in excess of the Outstanding Amount and up to the Additional Amount; and
(h) that 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 by the Authority, it is necessary for the Authority to obtain
additional temporary financing for the Project to make refinance the Outstanding 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
$1,758,300.19; 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 $471,856,616.00; and
(k) that upon the issuance of the 2013A Note as provided herein, the Outstanding Bonds, the
2013A Note and the 2013B Note will be the only then -outstanding obligations of the Authority for which
the revenues of the Airport have been pledged; and
(1) 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 (Grant Anticipation Loan), Series 2013A, in
the principal amount of $1,741,699.81 pursuant to Section 3-507, Revised Reissue Statutes of Nebraska,
2007, as amended, in the form of a single note, do exist and have been done as required by law.
Section 2. To provide funds to refinance the Outstanding Amount as described in Section 1 hereof, there
shall be and there is hereby ordered issued the Authority's Airport Authority Bond Anticipation Note (Grant
Anticipation Loan), Series 2013A (the "2013A Note"), in the principal amount of One Million, Seven hundred forty-
one thousand, Six hundred ninety-nine dollars and 81/100 Dollars ($1,741,699.81) to be dated the date of delivery
thereof and to be issued in fully -registered form. The 2013A Note shall bear interest at a fixed rate per annum to be
set forth in the 2013A Note (not to exceed 3.35%) per annum on the principal amount 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 2013A 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
March 1, 2013, until maturity. The 2013A Note shall mature, and the entire unpaid principal amount of the 2013A 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 2013A 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 2013A 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 2013A 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 2013A 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 2013A 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 2013A 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
2013A Note. The Paying Agent and Registrar shall keep and maintain for the Authority books for the registration and
transfer of the 2013A 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 2013A Note
shall at all times be recorded in such books. The 2013A Note may be transfer -red pursuant to its provisions at the office
of said Paying Agent and Registrar by surrender of such 2013A 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 2013A Note and deliver the 2013A
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
2013A Note during any period from any Record Date until the Maturity Date or to transfer the 2013A 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 2013A 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 2013A 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 2013A 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 2013A Note to be redeemed
and the date fixed for redemption and state that the 2013A 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 2013A 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 2013A Note for any redemption for
which defective notice has been given. The registered owner of the 2013A Note shall have the right to waive notice with
respect to any redemption as described in this Section 5.
Section 6. The 2013A Note shall be in substantially the following form:
UNITED STATES OF AMERICA
STATE OF NEBRASKA
COUNTY OF WASHINGTON
AIRPORT AUTHORITY BOND ANTICIPATION NOTE
(GRANT ANTICIPATION LOAN)
SERIES 2013A
OF
THE AIRPORT AUTHORITY OF THE CITY OF BLAIR, NEBRASKA
No. RA -1 $1,741,699.81
Interest Rate Maturity Date Date of Delivery
3.35% September 15, 2013 January 18, 2013
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 remaining unpaid under the terms of
the resolution authorizing the issuance of this Note, with interest on the unpaid principal balance thereof as remaining
outstanding from time to time fi-om the date hereof 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 fust day of each month (each,
an "Interest Payment Date"), commencing with the Interest Payment Date on March 1, 2013, 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.
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 $1,741,699.81 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. 2007, 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 fiom 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 Airport Authority Refunding
Bonds, Series 2003, date of original issue --April 23, 2003, and Airport Authority Bonds, Series 2006, date of
original issue—December 9, 2006 (collectively, the "Outstanding Bonds") 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
January 18, 2013
Washington County Bank
(SAMPLE --DO NOT SIGN)
NOTATION OF PARTIAL PREPAYMENTS
11 Date of Prepayment I Amount of Prepayment 11
Section 7. The 2013A 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 2013A
Note shall be delivered to the Paying Agent and Registrar for registration. Upon execution and registration of the 2013A
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 2013A Note by advancing funds for application to the
payment and redemption of the 2012 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 2013A Note herein ordered
issued, both principal and interest, at or prior to maturity, to the extent not paid fiom other sources (such as the FAA
Grants). The 2013A 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). 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 fiom 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 2013A 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 fmds 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 2013A 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
2013A 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
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issuance of bonds to pay the 2013A 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 2013A 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 2013A 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 2013A 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 2013A Note at any time, subject to the applicable limit 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 2013A
Note which would in any way be prejudicial to the rights of the holder of the 2013A Note without first obtaining the
written consent of the registered owner of the 2013A Note.
Section 13. The Authority further covenants and agrees with each of the purchaser and registered owner of
the 2013A Note that so long as the 2013A 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
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2013A 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 2013A Note. The registered owner of the 2013A 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 2013A 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 2013A 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 2013A Note.
Section 18. In order to promote compliance with certain federal tax and securities laws relating to the
2013A Note herein authorized (as well as other outstanding tax-exempt obligations) the policy and procedures
attached hereto as Exhibit "A" (the "Post -Issuance Compliance Policy and Procedures") are hereby adopted and
approved in all respects. To the extent that there is any inconsistency between the attached Post -Issuance
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Compliance Policy and Procedures and any similar policy or procedures previously adopted and approved, the Post -
Issuance Compliance Policy and Procedures shall control.
Section 19. This Resolution shall be considered as a covenant with the registered owner of the 2013A 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.
Section 21. This Resolution shall be in force and take effect from and after its adoption as provided by law.
ADOPTED this 15th day of January, 2013.
q[ E n
tudlic �-for adoption was seconded by Board Member Havekost . Upon roll call, the following voted
ASt�i�°�4:
YEA:diribs, Havekost, and Dr. D. Johnson
None Absent: Woodhull, Meyer
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The following Board Members voted NAY:
The Chairperson declared said resolution adopted.
Motion for adjournment was duly made, seconded and on roll call vote was declared duly adopted by the
Chairperson.
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EXHIBIT "A"
Policy and Procedures
Federal Tax Law and Disclosure Requirements for
Tax-exempt Bonds and/or Build America Bonds
ISSUER NAME: 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 direct
pay build America 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 associated with its bonds issued as
"build America bonds" are received by the Issuer in a timely manner and (c) compliance with any
continuing disclosure obligations of the Issuer with respect to its outstanding bonds.
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 http://www.emma.msrb.org, or elsewhere).
Compliance Review. A compliance review shall be conducted at least annually by or at the direction of
the Compliance Officer. The review shall occur at the time the Issuer's annual audit takes place, unless
the Compliance Officer otherwise specifically determines a different time period or frequency of review
would be more appropriate.
Scope of Review.
Document Review. At the compliance review, the following documents (the "Bond Documents") shall be
reviewed for general compliance with covenants and agreements and applicable regulations with respect
to each outstanding bond issue:
(a) the resolution(s) and/or ordinance(s), as applicable, adopted by the governing body of the Issuer
authorizing the issuance of its outstanding bonds, together with any documents setting the final rates
and terms of such bonds (the "Authorizing Proceedings"),
(b) the tax documentation associated with each bond issue, which may include some or all of the
following (the "Tax Documents"):
(i) covenants, certifications and expectations regarding Federal tax requirements which are
described in the Authorizing Proceedings;
(ii) Form 8038 series filed with the Internal Revenue Service;
13
(iii) tax certificates, tax compliance agreements, tax regulatory agreement or similar documents;
(iv) covenants, agreements, instructions or memoranda with respect to rebate or private use;
(v) any reports from rebate analysts received as a result of prior compliance review or evaluation
efforts; and
(vi) any and all other agreements, certificates and documents contained in the transcript associated
with the Authorizing Proceedings relating to federal tax matters.
(c) the Issuer's continuing disclosure obligations, if any, contained in the Authorizing Proceedings or in a
separate agreement (the "Continuing Disclosure Obligations"), and
(d) any communications or other materials received by the Issuer or its counsel, from bond counsel, the
underwriter or placement agent or its counsel, the IRS, or any other material correspondence relating
to the tax-exempt status of the Issuer's bonds or relating to the Issuer's Continuing Disclosure
Obligations.
Use and Timely Expenditure of Bond Proceeds. Expenditure of bond proceeds shall be reviewed by the
Compliance Officer to ensure (a) such proceeds are spent for the purpose stated in the Authorizing
Proceedings and as described in the Tax Documents and (b) that the proceeds, together with investment
earnings on such proceeds, are spent within the timeframes described in the Tax Documents, and (c) that
any mandatory redemptions from excess bond proceeds are timely made if required under the
Authorizing Proceedings and Tax Documents.
Arbitrage Yield Restrictions and Rebate Matters. The Tax Documents shall be reviewed by the
Compliance Officer to ensure compliance with any applicable yield restriction requirements under Section
148(a) of the Internal Revenue Code (the "Code") and timely calculation and payment of any rebate and
the filing of any associated returns pursuant to Section 148(f) of the Code. A qualified rebate analyst
shall be engaged as appropriate or as may be required under the Tax Documents.
Use of Bond Financed Property. Expectations and covenants contained in the Bond Documents
regarding private use shall be reviewed by the Compliance Officer to ensure compliance. Bond -financed
properties shall be clearly identified (by mapping or other reasonable means). Prior to execution, the
Compliance Officer (and bond counsel, if deemed appropriate by the Compliance Officer) shall review (a)
all proposed leases, contracts related to operation or management of bond -financed property, sponsored
research agreements, take -or -pay contracts or other agreements or arrangements or proposed uses
which have the potential to give any entity any special legal entitlement to the bond -financed property, (b)
all proposed agreements which would result in disposal of any bond -financed property, and (c) all
proposed uses of bond -financed property which were not anticipated at the time the bonds were issued.
Such actions could be prohibited by the Authorizing Proceedings, the Tax Documents or Federal tax law.
Continuing Disclosure. Compliance with the Continuing Disclosure Obligations with respect to each bond
issue shall be evaluated (a) to ensure timely compliance with any annual disclosure requirement, and (b)
to ensure that any material events have been properly disclosed as required by the Continuing Disclosure
Obligation.
Record Keeping. If not otherwise specified in the Bond Documents, all records related to each bond
issue shall be kept for the life of the indebtedness associated with such bond issue (including all tax-
exempt refundings) plus six (6) years.
Incorporation of Tax Documents. The requirements, agreements and procedures set forth in the Tax
Documents, now or hereafter in existence, are hereby incorporated into these procedures by this
reference and are adopted as procedures of the Issuer with respect to the series of bonds to which such
Tax Documents relate.
Consultation Regarding Questions or Concerns. Any questions or concerns which arise as a result of any
review by the Compliance Officer shall be raised by the Compliance Officer with the Issuer's counsel or
14
with bond counsel to determine whether non-compliance exists and what measures should be taken with
respect to any non-compliance.
VCAP and Remedial Actions. The Issuer is aware of (a) the Voluntary Closing Agreement Program
(known as "VCAP") operated by the Internal Revenue Service which allows issuers under certain
circumstances to voluntarily enter into a closing agreement in the event of certain non-compliance with
Federal tax requirements and (b) the remedial actions available to issuers of certain bonds under Section
1.141-12 of the Income Tax Regulations for private use of bond financed property which was not
expected at the time the bonds were issued.
End of Exhibit A
15
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 January
15, 2013; 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 fi'om 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. ,'\
[SEAL]
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16