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2003-18RESOLUTION 2003-18 `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. 1997, as amended; and (b) the Authority has issued and outstanding its Airport Authority. Refunding Bonds, Series 2003, date of original issue --April 23, 2003 (the "2003 Refunding Bonds"), presently outstanding in the principal amount of $445,000; and (c) the Authority has issued and outstanding its Airport Authority Bond Anticipation Note, Series 2003, dated July 7, 2003 (the "Series 2003 Note"), presently outstanding in the principal amount of $1,332,837; and (d) the Authority has issued and outstanding its Airport Authority Bond Anticipation Note (Draw - Down Grant Anticipation Loan), Series 2003B, dated September 30, 2003 (the "Series 2003B Note"'), presently outstanding in the principal amount (maximum amount drawable) of $3,500,000; and (e) the 2003 Refunding Bonds, the Series 2003 Note and the Series 2003B Note constitute the only outstanding indebtedness of the'Authority for which the Revenues (as defined below) of the existing airport and related facilities owned and operated by the Authority (as now existing or hereafter acquired, improved and/or extended, the "Airport") have been pledged; and (f) by action of the Members of the Authority, the Series 2003 Note has been called for redemption on November 25, 2003 (the "Redemption Date"), and that it is necessary and advisable for the Authority to borrow funds in the amount of $1,332,837 for the purpose of paying and redeeming the Series 2003 Note on the Redemption Date; and (g) the taxable valuation of all taxable property in the City (excluding intangible property) as of the most recent valuation is not less than $337,219;639; and (h) 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, Series 2003C, in the principal amount of $1,332,837 pursuant to Section 3-507, Revised Reissue Statues of Nebraska, 1997, as amended, in the form of a single note as provided herein, do exist and have been done as required by law. Section 2. To provide funds for the purposes as set out in Section 1(f) hereof, there shall be and there is hereby ordered issued the Authority's Airport Authority Bond Anticipation Note, Series 2003C, in the principal amount of One Million Three Hundred Thirty-two Thousand Eight Hundred Thirty-seven and 00/100 Dollars ($1,332,837.00) (the "Series 2003C Note"), with said Series 2003C Note bearing interest at the rate of 4.00% per annum from the date hereof until paid. The Series 2003C Note shall be issued in fully registered form, and the date of original issue for the Series 2003C Note shall be the date of delivery thereof, The Series 203C Note shall mature, and the entire unpaid principal amount of the Series 2003C Note, together with all unpaid accrued interest thereon, shall be due and payable on July 7, 2004 (such date being referred to as the "Maturity Date"). Interest shall be computed based upon a 360 day year consisting of twelve 30 day months. 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 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 said Paying Agent and Registrar to the registered owner upon presentation and surrender of the Series 2003C 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 Series 2003C Note as the absolute owner thereof for the purpose of making payments thereon and for all other purposes and neither the Authoritynor the Paying Agent and Registrar shall be affected by any notice or knowledge to the contrary, whether the Series 2003C 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 Series 2003C 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 Series 2003C 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 Series 2003C Note. The Paying Agent and Registrar shall keep and maintain for the Authority books for the registration and transfer of the Series 2003C 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 Series 2003C Note shall at all times be recorded in such books. The Series 2003C Note may be transferred pursuant to its provisions at the office of said of said Paying Agent and Registrar by surrender of such Series 2003C 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 Series 2003C Note and deliver said Series 2003C 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 Series 2003C Note during any period from any Record Date until the Maturity Date or to transfer the Series 2003C 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 Series 2003C 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 Series 2003C 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 Series 2003C 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 Series 2003C Note to be redeemed and the date fixed for redemption and state that the Series 2003C 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 Series 2003C 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 Series 2003C Note for any redemption for which defective notice has been given. The registered owner of the Series 2003C Note shall have the right to waive notice with respect to any redemption as described in this Section 5. Section 6. The Series 2003C Note shall be in substantially the following form: UNITED STATES OF AMERICA STATE OF NEBRASKA. COUNTY OF WASHINGTON AIRPORT AUTHORITY BOND ANTICIPATION NOTE, SERIES 2003C OF THE AIRPORT AUTHORITY OF THE CITY OF BLAIR, NEBRASKA No. 1 $1,332,837.00 Interest Rate Maturity Date Date of Original Issue 4.00% July 7, 2004 November 25, 2003 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 sum of One Million Three Hundred Thirty-two Thousand Eight Hundred Thirty-seven and 00/100 Dollars ($1,332,837) in lawful money of the United States of America, with interest on the unpaid principal balance thereof from the date hereof until paid at 4.00% per annum. The principal of this Note together with all accrued and unpaid interest thereon shall become due on July 7, 2004 (the "Maturity Date"). 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 $1,332,837.00 issued by the Authority for the purpose of paying the costs of acquiring land to be used by the Authority for runway expansion, required rights-of- way, and constructing public improvements to the existing airport and related facilities operated by the Authority (as now existing or hereafter improved and 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. 1997, 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 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. 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 I Name of Registered Owner I Signature of Authority Treasurer I November 25, 2003 1 Washington County Bank I (SAMPLE --DO NOT SIGN) 11 NOTATION OF PARTIAL PREPAYMENTS Date of Prepayment Amount of Prepayment Section 7. The Series 2003C 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 Series 2003C Note shall be delivered to the Paying Agent and Registrar for registration. Upon execution and registration of the Series 2003C Note, it shall be delivered to the Authority's Treasurer, who is authorized to deliver it to Washington County Bank, as purchaser thereof, upon receipt of the principal amount of the Series 2003C Note plus accrued interest (if any) thereon from the date of delivery to date of payment for the Series 2003C Note. The proceeds of the Series 2003C Note shall be applied to the payment and redemption of the Series 2003 Note as called for redemption on the Redemption Date. Section 8. The Authority covenants and agrees that it will take all steps required to acquire 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 Ind 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 Series 2003C Notes herein ordered issued, both principal and interest, at or prior to maturity, to the extent not paid from other sources. The Series 2003C 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 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 Series 2003C 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 2003 Refunding 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 Series 2003C 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 Series 2003C Note, the 2003 Refunding Bonds and any additional bonds or notes issued on a parity with the 10 Series 2003C Note or the 2003 Refunding Bonds, as such principal and interest become due (taking into account the issuance of bonds to pay the Series 2003C 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 Series 2003C Note, the 2003 Refunding Bonds, and any additional bonds or notes now or hereafter issued on a parity with the Series 2003C Note or the 2003 Refunding Bonds as the same become due (taking into account the issuance of bonds to pay the Series 2003C 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 interest on the Series 2003C Note becomes due a sufficient amount to pay said principal and 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 Series 2003C Note at any time, subject to the applicable limit upon early redemption (if any) set forth in Section 5 of this Resolution. The Authority may issue additional notes of equal standing with the Series 2003C Note with the consent of the registered owner of the Series 2003C Note. The Authority may issue bonds, notes or other evidences of indebtedness junior in lien and standing with respect to the Series 2003C Note without limitation. Section 12. No amendments shall be made to this Resolution or to any rights of the holder of the Series 2003C Note which would in any way be prejudicial to the rights of the holder of the Series 2003C Note without first obtaining the written consent of the registered owner of the Series 2003C Note. Section 13. The Authority further covenants and agrees with each of the purchaser and registered owner of the Series 2003C Note that so long as said Series 2003C 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 11 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 Series 2003C Note, the 2003 Refunding 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 Airport 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 Series 2003C Note. The registered owner of the Series 2003C Note shall have the right at all reasonable times to inspect the airport facility and all records, accounts and data of the Airport Authority relating thereto. Section 16. The Authority hereby covenants and agrees that, while the Series 2003C Note is outstanding, the Airport 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 to the purchaser and registered owner of the Series 2003C Note that it will make no use of the proceeds of the Series 2003C Note, including monies held in any sinking fund for the Series 2003C Note, which would cause the Series 2003C Note to be an arbitrage bond within the meaning of Sections 103(b) and 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and further covenants to comply with said Sections 103(b) and 148 and all applicable regulations thereunder throughout the term of the Series 2003C Note. The Authority hereby covenants and agrees to take all action necessary under the Code to maintain the tax-exempt status (as to taxpayers generally) of interest payable on the Series 2003C Note. The Authority hereby designates the Series 2003C Note as one of its "qualified tax-exempt obligations" pursuant to 12 Section 265(b)(3)(B)(i)(III) of the Code, and covenants and warrants that it does not reasonably expect to issue tax- exempt bonds or other tax-exempt interest bearing obligations aggregating in principal: amount more than $10,000,000 during calendar 2003. Section 18. This Resolution shall be considered as a covenant with the registered owner of the Series 2003C Note and such owner may enforce the provisions hereof in any manner provided by law or in equity. Section 19. 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 18th day of November, 2003. Chairperson S 11OFITIIj/� . [SEAL] q``,��`O�,ee•e♦eeel ���� e Q • �yy a¢ • e � • g � O o � i � • • e � s • e ' • s °'•'��'`•, 1953,.•°` ,�0 ° NEB R PSS;``• 11,111116100t 13 The motion for adoption was seconded by Board Member Johns on . Upon roll call, the following voted YEA:. Combs, Havekost, Johnson, Mever and Van Slvke The following Board Members voted NAY: None . Absent: None The Chairperson declared said resolution adopted. e`tit,, t t n a t u rr�rr OF •otidp�cir adjournment was duly made, seconded and on roll call vote was declared duly adopted by the ° SEA .wz ° a Chairperson. ; �e p 9 '����R°Q 93 °°°•ee �L aqs r�tntetttgb 14 I, the undersigned Secretary for the AirportAuthority 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 November 18, 2003; 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 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 bq discussed at said meeting. 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