2012-01EXTRACT 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 17, 2012, at the City Council Chamber, City Hall, in Blair,
Nebraska. Present were: Geary Combs, Loren Havekost, Dr. Dave Johnson, Don Woodhull and Gene Meyer.
Absent were: None.
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.
The Chairman stated it was the time set to conduct a hearing on the issuance by the Authority of its Airport
Authority Revenue Bond Anticipation Notes (Draw -Down Grant Anticipation Loan), Series 2012, in the maximum
aggregate face amount of $3,500,000, the proceeds of which will be used to pay or refinance the 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, construction of water system improvements therefor, and providing related equipment,
structures and furnishings therefor (collectively, the "Project"). 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 2012-01
"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
$180,000; and
Airport Authority Bonds, Series 2006, date of original issue —December 9, 2006 (the
"2006 Bonds"), presently outstanding in the principal amount of $1,255,000.
The Outstanding Bonds constitute the only outstanding indebtedness of the Authority for which the
Revenues (as defined below) of the Airport have been pledged; 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 2011, dated January 20, 2011 (the "Series 2011 Note") and maturing January 19, 2012, and presently
outstanding in the principal amount (maximum amount drawable) of $3,000,000, of which approximately
$1,399,040.49, including accrued interest, is presently drawn and outstanding, for the purpose of paying a
portion of the costs of the Project on a temporary basis pending permanent financing; and
(e) the total remaining estimated cost of the Project is not less than $2,100,959.51; and
(f) the Outstanding Bonds and the Series 2011 Note constitute the only outstanding indebtedness
of the Authority for which the Revenues (as defined below) of the Airport have been pledged; and
(g) 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 refund the Series 2011 Note as it matures on January 19,
2012, and to pay other costs of the Project, until completion of acquisition and construction of the Project
and funding of such FAA Grants and/or issuance of such bonds; and
(h) for such purposes it is necessary for the Authority to borrow additional funds in the amount of
up to $3,500,000; and
(i) the taxable valuation of all taxable property in the City (excluding intangible property) as of
the most recent valuation is not less than $472,281,109; and
0) that upon the issuance of the 2012 Note as provided herein, the Outstanding Bonds and the
2012 Note will be the only then -outstanding obligations of the Authority for which the revenues of the
Airport have been pledged; and
(k) that pursuant to the requirements of Section 147(fl 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 2012 Note and the following matters related thereto 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 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 ($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 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
(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 (Draw -Down Grant Anticipation Loan),
Series 2011, in the principal amount of not to exceed $3,500,000 pursuant to Section 3-507, Revised
Reissue Statutes of Nebraska, 2007, 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 to pay or refinance the cost of the Project as 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 2012 (the "2012 Note"), in the principal amount (maximum amount
drawable) of Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000) to be dated the date of
delivery thereof and to be issued in fully -registered form. The 2012 Note shall bear interest at a fixed rate per
annum to be set forth in the 2012 Note (not to exceed 3.65%) 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 2012 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. 2012, until maturity. The 2012 Note shall mature, and the entire unpaid
principal amount of the 2012 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 2012 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 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 2012 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 2012 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 2012 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 2012 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 2012 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 2012
Note. The Paying Agent and Registrar shall keep and maintain for the Authority books for the registration and transfer
of the 2012 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 2012 Note shall at all times
be recorded in such books. The 2012 Note may be transferred pursuant to its provisions at the office of said Paying
Agent and Registrar by surrender of such 2012 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 2012 Note and deliver the 2012 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 2012 Note during any
period from any Record Date until the Maturity Date or to transfer the 2012 Note, when called for redemption, for a
period of 30 days next preceding the date fixed for redemption.
Section 4. If the date for payment of the principal of or interest on the 2012 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 2012 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 2012 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 2012 Note to be redeemed and
the date fixed for redemption and state that the 2012 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 2012 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 2012 Note for any redemption for which
defective notice has been given. The registered owner of the 2012 Note shall have the right to waive notice with respect
to any redemption as described in this Section 5.
Section 6. The 2012 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 2012
OF
THE AIRPORT AUTHORITY OF THE CITY OF BLAIR, NEBRASKA
No. 1 $3,500,000
Interest Rate MgWft Date Date of Delivery
% January , 2013 January 19, 2012
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 March 1, 2012, 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 $3,500,000 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 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 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 _, 2012
Washington County Bank
(SAMPLE --DO NOT SIGN)
NOTATION OF PRINCIPAL ADVANCES
Date of Advance Amount of Advance
January 19, 2012 $
NOTATION OF PARTIAL PREPAYMENTS
N Date of Prepayment I Amount of Prepayment n
Section 7. The 2012 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 2012
Note shall be delivered to the Paying Agent and Registrar for registration. Upon execution and registration of the 2012
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 2012 Note by advancing funds from time to time up to the
full stated principal amount upon requests for disbursement of funds for disbursements approved with respect to the
Project executed by the Chairperson or other authorized officer of the Board. Each such advance shall be noted on the
2012 Note by the registered owner. The proceeds of the 2012 Note, as drawn in accordance with this Resolution, shall
be used and applied by the Authority to make payment of costs of the Project (which shall include payment of all
temporary indebtedness previously incurred or refinanced by the Authority pursuant to the Series 2011 Note with respect
thereto).
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 2012 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). The 2012 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 othermonies 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 2012 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 2012 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 2012
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 2012 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 2012 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 2012 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 2012 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 2012 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 2012
Note which would in any way be prejudicial to the rights of the holder of the 2012 Note without first obtaining the
written consent of the registered owner of the 2012 Note.
Section 13. The Authority further covenants and agrees with each of the purchaser and registered owner of
the 2012 Note that so long as the 2012 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
10
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 2012
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 2012 Note. The registered owner of the 2012 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 2012 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 2012 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
11
agrees to take all actions necessary under the Code to maintain the tax exempt status (as to taxpayers generally) of
interest payable on the 2012 Note. 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 2012 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 2012 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 2012 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 2012 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 2012 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 2012 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 2012 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 2012 Note.
(f) As provided in Section 147(c) of the Code, less than 25% of the proceeds of the 2012 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 2012 Note will be new property with its first use being made pursuant to acquisition from such
proceeds.
(h) As provided in Section 147(e) of the Code, no more than 2% of the proceeds of the 2012 Note
shall be applied to pay any expenses related to the issuance of the 2012 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 2012 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
12
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 2012 Note to be federally
guaranteed within the meaning of Section 149(b) 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 2012 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 2012 Note generally. The Authority's covenants
are not intended to provide assurance of the tax-exempt status of interest on the 2012 Note in the event that, and for
any period of time when, any of the 2012 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.
Section 18. In order to promote compliance with certain federal tax and securities laws relating to the 2012
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 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 2012 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 17th day of January, 2012.
lvak� ___
- W_ 4_1
Chanpers
Sftretatl
}���*••�� 199? i l �
'�� ^/fB R ASS. °s 13
YEA:
The motion for adoption was seconded by Board Member G. Meyer, Upon roll call, the following voted
Combs, Havekost, Dr. D. Johnson, Woodhull, and Meyer.
None
Absent: None
The following Board Members voted NAY:
The Chairperson declared said resolution adopted.
i4l' 11, f WU14 A
a- ff5 oV. on
Attest:
[SEAL] y
IA
MotioK for adjournment was duly made, seconded and on roll call vote was declared duly adopted by the
�Gkl��'ecgori,,,
14
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):
IZGIAM
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;
15
(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
16
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
17
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 17, 2012; 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 held.
I
��,,a t119�f 81 �Il1/o.
a
I,�\y 0' Tilt
�.��p�•,.•.,•,��., cret
i
Is
-.2
O Ypm i NI
18
DOCS/1081162.3
19