2018-03MINUTES OF MEETING
A meeting of the Airport Authority of the City of Blair, Nebraska (the "Authority") was
convene in open and public session at 7:00 o'clock P.M. on November 20, 2018, at Blair City
Council Chambers, 218 S 161h Street, Blair, Nebraska. Present were:
Airport Chairman Geary Combs, Dr. Dave Johnson, Dan Hunt, Loren Havekost, and Marc
Gengenbach. 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. All proceedings hereafter shown were taken while the convened meeting
was open to the attendance of the public. At the beginning of the meeting, the Chairman publicly
stated to all in attendance that a current copy of the Nebraska Open Meetings Act was available for
review and indicated the location of such copy in the room where the meeting was being held.
Board Member Dan Hunt introduced the following resolution and moved its adoption:
RESOLUTION 2018-03
BE IT RESOLVED by the members of the Airport Authority of the City of Blair, Nebraska
(the "Authority"):
Section 1. Findings and Determinations. The members of the Authority hereby find and
determine as follows:
(a) The Mayor and Council of the City of Blair, Nebraska (the "City") previously
have created the Authority under the Cities Airport Authorities Act, Sections 3-501 et seq.,
R.R.S. Neb., as amended (the "Act"), and the Authority has been in continuous existence
since its creation under the terms of the Act and remains in existence as of this date and has
all the powers described by the provisions of said Act;
(b) The taxable valuation of all taxable property in the City of Blair, Nebraska,
except intangible property, is as of the most recent date for which valuation is available, not
less than $528,436,443;
(c) The Authority previously has issued and there are now outstanding the
following obligations (collectively, the "Outstanding Obligations"):
(i) Airport Authority Bonds, Series 2006, issued under a resolution of the
Board of the Authority passed and approved on October 17, 2006 (the "2006
Resolution"), and presently outstanding as of the date of this resolution in the
principal amount of $980,000;
(ii) Airport Authority Refunding Bonds, Series 2016A, issued under a
resolution of the Board of the Authority passed and approved on February 16, 2016,
and presently outstanding as of the date of this resolution in the principal amount of
$1,410,000; and
(iii) Airport Authority Refunding Bonds, Series 20t6B, issued under a
resolution of the Board of the Authority passed and approved on February 16, 2016,
and presently outstanding as of the date of this resolution in the principal amount of
$1,290,000;
The various resolutions under which the Outstanding Obligations have been issued and are
outstanding are collectively referred to as the "Outstanding Resolutions"
(d) The Outstanding Obligations constitute the only presently outstanding
indebtedness of the Authority for which the revenues of the Authority have been pledged;
(e) The Authority desires to construct improvements to the existing airport and
related facilities of the Authority, including construction of a new hanger and related
equipment, structures and furnishings therefore, to be leased to the City of Omaha as well as
improvements to the access road leading into the Authority's facilities, which shall be
referred to herein as the "Projects";
(f) The yearly levy of 3-'/2¢ per $100 of taxable valuation which may be certified
by the Authority and income from the operation of the airport facility after payment of costs
of operation and maintenance of the airport facility will be sufficient to pay principal and
interest as the same become due on all the bonds of the Authority to be outstanding after the
issuance of the bonds described herein and to provide for the operating expenses of the
Authority if not paid from other sources;
(g) It is necessary and proper for the Authority to pay for farther improvements to
the Airport and its facilities and for such purpose it is necessary that the Authority raise the
sum of $1,260,000, said sum to be raised by issuing bonds of the Authority; and
(h) All conditions, acts and things required by law for the issuance of the bonds
herein authorized as valid obligations of the Authority do exist and have happened as
required by law.
Section 2. Issuance of Bonds. For the purposes set out in Section 1 hereof, there is hereby
ordered issued the Authority's Airport Authority Bonds, Series 2018 (the "Bonds"), in the principal
amount (maximum amount drawable) of One Million Two Hundred Sixty Thousand and 00/100
Dollars ($1,260,000.00) to be dated the date of delivery thereof and to be issued in fully -registered
form. The Bonds shall bear interest at a fixed rate per annum to be set forth in the Bonds of 3.85%
2
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 Bonds 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 January 1, 2019, until maturity. The Bonds shall mature, and the
entire unpaid principal amount of the Bonds, together with all unpaid accrued interest thereon, shall
be due and payable on the Maturity Date to be set forth in the Bonds (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 Bonds 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"). 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
Bonds(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
Bonds as the absolute owner thereof for the purpose of malting 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 Bonds 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 Bonds 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 Bonds or claims for interest to the extent of the sum or sums so paid.
3. Pang Agent and Registrar; Transfer and Exchange. The Treasurer of the Authority
is hereby designated as the Paying Agent and Registrar for the Bonds. The Paying Agent and
Registrar shall peep and maintain for the Authority books for the registration and transfer of the
Bonds at the office of the Authority. The names and registered addresses of the registered owner or
owners of the Bonds shall at all times be recorded in such books. Any Bond may be transferred
pursuant to its provisions at the office of said Paying Agent and Registrar by surrender of such Bond
for cancellation, accompanied by a written instrument of transfer, in form satisfactory to said Paying
Agent and Registrar, duly executed by the registered owner in person or by such owner's duly
authorized agent, and thereupon the Paying Agent and Registrar on behalf of the Authority will
deliver at his or her office (or send by registered mail to the transferee owner or owners thereof at the
transferee owner's or owners' risk and expense), registered in the name of the transferee owner or
owners, a new Bond or Bonds of the same interest rate, aggregate principal amount and maturity. To
the extent of the denominations authorized for the Bonds by this Resolution, one Bond may be
transferred for several such Bonds of the same interest rate and maturity, and for a like aggregate
principal amount, and several such Bonds may be transferred for one or several such Bonds,
respectively, of the same interest rate and maturity and for a like aggregate principal amount. In
every case of transfer of a Bond, the surrendered Bond shall be cancelled and destroyed. All Bonds
issued upon transfer of the Bonds so surrendered shall be valid obligations of the Authority
evidencing the same obligations as the Bonds surrendered and shall be entitled to all the benefits and
protection of this Resolution to the same extent as the Bonds upon transfer of which they were
delivered. The Authority and said Paying Agent and Registrar shall not be required to transfer any
3
Bond during any period from any Record Date until its immediately following Interest Payment Date
or to transfer any Bond called for redemption for a period of 30 days next preceding the date fixed
for redemption. Notwithstanding the foregoing, the Bonds and any interest therein may be
transferred only upon the Bond register and only if (1) the transferor has submitted to the Authority
the transferred Bond accompanied by an assignment in substantially the form attached to the Bond
duly executed by the transferor or the transferor's attorney or legal representative; which assignment
shall disclose the name, address and tax identification number of the assignee; (2) the Authority shall
consent to such assignment, (3) the assignee is a bank, registered investment company, insurance
company or other institutional "accredited investor" as defined in Rule 501(a)(1) of Regulation D or
a qualified institutional buyer as defined in Rule 144A promulgated by the Securities and Exchange
Commission and the transferor has obtained and provided to the Authority, prior to such transfer and
assignment, an investor letter satisfactory to the Authority; and (4) the transfer of the Bonds complies
with applicable state and federal securities laws.
Section 4. Special Record Date. In the event that payments of interest due on the Bonds on
an Interest Payment Date are not timely made, such interest shall cease to be payable to the registered
owners as of the Record Date for such Interest Payment Date and shall be payable to the registered
owners of the Bonds as of a special date of record for payment of such defaulted interest as shall be
designated by the Paying Agent and Registrar whenever monies for the purpose of paying such
defaulted interest become available.
Section 5. Optional Redemption-, Notice of Redemption. The Bonds 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 Bonds 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
Bonds to be redeemed and the date fixed for redemption and state that the Bonds are 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 Bonds 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 Bonds for any redemption for which defective notice
has been given. The registered owner of the Bonds shall have the right to waive notice with respect to
any redemption as described in this Section 5.
Section 6. Payment on Non -Business Days. If the date for payment of the principal of or
interest on the Bonds shall be a Saturday, Sunday, legal holiday or a day on which barking
institutions in the city in which the principal office of the Authority is located are authorized by law
or executive order to close, then the date for such payment shall be the next succeeding day which is
not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to
close, and payment on such day shall have the same force and effect as if made on the nominal date
of payment .
Section 7. Form of Bond. The Bonds shall be in substantially the following form:
4
THIS BOND MAY BE TRANSFERRED ONLY IN THE MANNER AND ON THE TERMS AND
CONITIONS SUBJECT TO THE RESTRICTIONS STATED IN SECTION 3 OF THE RESOLUTION
AUTHORIZING THIS BOND
UNITED STATES OF AMERICA
STATE OF NEBRASKA
COUNTY OF WASHINGTON
AIRPORT AUTHORITY OF THE CITY OF BLAIR
AIRPORT AUTHORITY BOND
SERIES 2018
No. R.- $
Interest Rate Maturity Date Date of Original Issue CUSIP
, 2018
Registered Owner:
Principal Amount:
KNOW ALL PERSONS BY THESE PRESENTS: That the Airport Authority of the City of
Blair, in the County of Washington, in the State of Nebraska (the "Authority"), hereby aclaiowledges
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 Bond, with interest on the unpaid
principal balance thereof as drawn and remaining outstanding fiom time to time fiom 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 Payihent Date on January 1, 2019, until maturity. The principal hereof and unpaid accrued
interest hereon due at maturity or earlier redemption are payable upon presentation and surrender of
this bond (or presentation for notation of partial prepayment, if applicable) to the Treasurer of the
Authority, as Paying Agent and Registrar for the Authority, at the offices of the Authority in Blair,
Nebraska. Interest on this bond due prior to maturity or earlier redemption will be paid on each
Interest Payment Date by a check or draft mailed by said Paying Agent and Registrar to the registered
owner of this bond, as shown on the books of record maintained by the Paying Agent and Registrar,
at the close of business on the fifteenth day of the month immediately preceding the month in which
the Interest Payment Date occurs, to such owner's address as shown on such books and records (the
"Record Date"). Any interest not so timely paid shall cease to be payable to the person entitled
thereto as of the Record Date such interest was payable, and shall be payable to the person who is the
registered owner of this bond (or of one or more predecessor bonds hereto) on such special record
date for payment of such defaulted interest as shall be fixed by the Paying Agent and Registrar
whenever monies for such purpose become available. Drawings under this Bond shall be noted on the
annexed schedule of principal advances. For the prompt payment of this bond, principal and interest,
as the same become due, the full faith, credit and resources of said Authority are hereby irrevocably
pledged.
This bond is one of an issue of fully registered bonds of the total principal amount of
Dollars ($ ), of even date and like
tenor except as to date of maturity, rate of interest and denomination which were issued by the
Authority for the purpose of providing funds to pay the costs of certain improvements to the existing
airport and related facilities of the Authority, including new offices, meeting room, workout area,
restrooms, showers and providing related equipment, structures and furnishings therefor and the
predesign of a new access road to the airport and to pay costs of issuance. The issuance of said
bonds has been duly authorized by a Resolution of the Authority duly passed and adopted in strict
compliance with Sections 3-501 to 3-514 R.R.S. Neb., as amended.
The Authority, however, reserves the right and option of making prepayment on this Bond in
whole or in part prior to maturity on any business day upon written notice to the registered owner of the
Bond 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 Bond 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 Bond 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 Bond 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 Bond be overdue or not.
If the date for payment of the principal of or interest on this bond shall be a Saturday, Sunday,
legal holiday or a day on which banking institutions in the City of Blair, Nebraska, are authorized by
law or executive order to close, then the date for such payment shall be the next succeeding day
which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are
authorized to close, and payment on such day shall have the same force and effect as if made on the
nominal date of payment.
Under the resolution authorizing the bonds of this issue, the revenues, income, receipts,
profits and other monies derived by the Authority from the operation, management and ownership of
its airport facility, including monies derived from the authorized levy of taxes, have been pledged to
the payment of the bonds of this issue on an equal and ratable basis. The Authority reserves the right
under the terms of the authorizing resolution to issue additional bonds on a parity basis with the
bonds of this issue and to issue indebtedness junior to such bonds, all upon terms set forth in such
resolution.
The Authority covenants and agrees that it will certify annually to the governing body of the
City of Blair, Nebraska, a tax for airport purposes, within the limitations imposed by law, sufficient
in amount to pay the principal of and interest on the bonds of this issue as the same fall due.
The Resolution under which this bond and the other bonds of this issue are authorized
constitutes a contract between the Authority and the registered owners of said bonds which cannot be
altered or changed without the written consent of the registered owners of seventy-five percent (75%)
in principal amount of the bonds of this issue then outstanding.
This bond shall constitute a general obligation of the Authority and shall not be a debt of the
State of Nebraska or the City of Blair and neither the State of Nebraska nor the City of Blair shall be
liable thereon.
IT IS HEREBY CERTIFIED AND WARRANTED that all conditions, acts and things
required by law to exist or to be done precedent to and in the issuance of this bond did exist, did
happen and were done and performed in regular and due form and time as required by law. This
bond shall not be valid and binding on the Authority until authenticated by the Paying Agent and
Registrar.
IN WITNESS WHEREOF the Authority has caused this bond to be executed on behalf of the
Authority with the manual or facsimile signatures of the Chairman and Secretary of the Authority
and by causing the official seal of the Authority to be imprinted or impressed hereon, all as of the
date of original issue specified above.
ATTEST
(Sample —Do not sign)
Secretary
(SEAL)
AIRPORT AUTHORITY OF THE
CITY OF BLAIR, NEBRASKA
(Sample —Do not sign)
Chairman
7
PROVISION FOR REGISTRATION
The ownership of this Bond 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
Bond 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
(SAMPLE --DO NOT SIGN)
NOTATION OF PRINCIPAL ADVANCES
Date of Advance
Amount of Advance
NOTATION OF PARTIAL PREPAYMENTS
Section 8. Execution of Bonds. Each of the Bonds shall be executed on behalf of the
Authority with the manual or facsimile signatures of the Chairman and the Secretary and shall have
imprinted or impressed thereon the Authority's seal. The Bonds shall be delivered to the Paying
Agent and Registrar for registration and authentication. Upon execution, registration, and
authentication of the Bonds, they shall be delivered to the Treasurer, who is authorized to deliver
them to Two Rivers Bank, as the purchaser thereof. Said purchaser shall make payment for the Bonds
by advancing funds from time to time for up to the full stated principal amount upon requests for
disbursement executed by the Chairperson or other authorized officer of the Board. Each such advance
shall be noted on the Bonds by the registered owner. The proceeds of the Bonds, as drawn in
accordance with this Resolution, shall be used and applied by the Authority to make payment of costs
of the Project.
Section 9. Application of Proceeds. Accrued interest, if any, received from the sale of a
series of Bonds shall be applied to pay interest next falling due on said series of Bonds. Expenses of
issuance of a series of Bonds may be paid from the proceeds of such Bonds. The remaining net
proceeds of such Bonds shall be applied to paying the costs of the Project, as described in Section 1
hereof, and payment of costs of issuance.
Section 10. Certification and Delivery of Transcript. The Secretary shall make and certify a
duplicate transcript of the proceedings of the Authority with respect to each series of Bonds herein
authorized, which shall be delivered to the initial purchaser thereof.
Section 11. Certification of Tax. So long as any of the Outstanding Bonds and the Bonds
herein authorized or any additional bonds as hereinafter permitted to be authorized are outstanding
and unpaid, the Authority agrees to certify annually to the governing body of the City of Blair,
Nebraska, a tax for airport purposes (including the authorized levy of up to 3.5 ¢ per $100 of taxable
valuation) on the taxable valuation of all taxable property in such City sufficient in amount to pay the
principal and interest on the Bonds and any such additional bonds as the same fall due and further
covenants and agrees that it will establish, maintain and collect fees, rents and other charges for the
use and occupancy of its airport facility and for all services, facilities and commodities sold,
furnished or supplied from said airport facility which, together with the proceeds of such levy
described above shall be in the aggregate sufficient to provide for the maintenance, operation and
repair of the airport facility and for the payment of interest on and principal of the Bonds herein
authorized and any such additional bonds as the same become due. The Authority will punctually
perform all duties with reference to the Bonds required by the Constitution and laws of the State of
Nebraska and this Resolution, including the making and collecting of sufficient charges for the use of
said airport facility.
Section 12. Pledge of Revenues. The Authority hereby pledges and hypothecates all
revenues, income, receipts, profits and other monies derived from and to be derived from the
operation of its airport facility and from the levy of taxes required to be certified pursuant to Section
11 of this Resolution and the income from any additions and improvements to said airport facility for
payment of the Bonds herein authorized, both principal and interest, equally and ratably. The
Authority agrees that all revenues, income, receipts, profits and other monies of the Authority from
whatever source derived, including tax revenues, shall be paid to the Treasurer of the Authority who
A
shall not commingle such money with any other money under his control. The pledge of the
revenues, including any and all tax revenues, provided for in this resolution for the Bonds, subject to
the right of the Authority to issue additional bonds as provided in this resolution, is intended as a
first and prior pledge of, lien on and security interest in such revenues for the payment of principal of
and interest on the Bonds, superior to any pledge or promise made with respect to any other
indebtedness of the Authority as to the revenues hereby pledged and is intended to be a full exercise
of the powers of the Authority provided for in Article 5, Chapter 3, R.R.S. Neb., as amended, with
respect to such revenues.
Section 13. Additional Bonds. The Authority hereby covenants and agrees that so long as
any of the Bonds remain outstanding and unpaid, the Authority shall not issue any additional bonds
or other obligations payable out of the revenues, income, receipts, profits and other monies derived
from the airport facility and the levy of taxes as described in Section 11 of this Resolution, or any
part of any of the foregoing, which are superior to the Bonds herein authorized. The Authority,
however, shall have the right to issue additional bonds on a parity or equality with the Bonds
provided the following conditions are met:
(a) Any defaults on bonds issued under this Resolution have been made good; and
(b) The Resolution under which the additional bonds are issued requires the Authority
to certify annually to the governing body of the City of Blair, Nebraska a tax for airport
purposes sufficient in amount to pay the principal of and interest on the bonds then
outstanding and the proposed additional bonds to be issued as the same fall due.
Additional bonds of the Authority issued in conformity with the conditions set forth shall stand on a
parity with the Bonds and the Authority may make equal provisions for the payment of said bonds
and the interest thereon out of the funds of the Airport and may also provide for the creation of
reasonable reserves with respect thereto. The term "additional bonds" as used in this Resolution
shall mean only those bonds of equal lien to the Bonds which are authorized as permitted in this
Section. Nothing contained in this Section shall be construed as prohibiting the issuance by the
Authority of bonds or notes which are subordinate to the Bonds and any additional bonds, the
principal of and interest of which may be payable from surplus monies, nor shall it prevent the
Authority from issuing refunding bonds which will take up and pay off in full the Bonds or any part
thereof or any such additional bonds or any part thereof.
Section 14. Rate Covenant. The Authority hereby agrees that in the event that collections of
tax levy monies permitted to be certified by the Authority are insufficient to satisfy the requirements
of the Bonds issued hereunder, the Authority will establish, maintain and collect fees, rents and other
charges for the use and occupancy of the airport facility operated by it for all services, facilities and
commodities sold, furnished or supplied from said airport facility, which, together with the proceeds
of the maximum levy permitted to be certified shall be in the aggregate, sufficient to provide for the
maintenance, operation and repair of said airport facility and for the payment of interest on and
principal of the Bonds issued hereurider and any additional bonds, provided, however, that the
Authority reserves the right to pay principal on the bonds of this issue or any additional bonds by the
issuance of refunding bonds as described herein.
10
Section 15. Amendments. No amendment shall be made to this Resolution nor to any rights
of the registered owners of the Bonds which in any way would be prejudicial to the rights of the
registered owners of the Bonds without first obtaining the written consent of the registered owners of
not less than seventy-five percent (75%) in principal amount of said Bonds then outstanding under
this Resolution. The provisions of this Resolution, including the covenants and agreements herein
contained, shall constitute a contract by and between the Authority and the registered owners of the
Bonds and the registered owner of any one or more of the Bonds shall have the right for the equal
benefit and protection of all registered owners of such Bonds to take any action permitted by law to
enforce the provisions of this Resolution and the payment of the outstanding Bonds.
Section 16. Covenant Regarding Airport Operations. The Authority further covenants and
agrees with each of the purchasers and registered owners of the Bonds that so long as said Bonds
remain outstanding and unpaid the Authority will operate and maintain the airport facility operated
by it in an efficient manner and at a reasonable cost and in good repair; that the Authority will carry
the customary usual insurance on airport facilities of the 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 (or, in the context of workers'
compensation or liability insurance, paying the associated claim or claims) with any surplus
remaining available for general corporate purposes of the Authority so long as payment of the Bonds
and any additional bonds has been fully provided for as to payments falling due within the year in
which such surplus monies become available.
Section 17. Bonding of Treasurer, Other Officers. The Treasurer of the Authority and the
Secretary of the Authority and any other official or employee of the Authority having custody of the
fitnds 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 18. Books and Records. The Authority is hereby authorized and directed to keep
proper books, records and accounts in which complete correct entries shall be made of all
transactions relating to the tax levy funds described herein and the funds of the airport facility. The
Authority further agrees that it will within 90 days following the close of each fiscal year cause an
audit of its books and records to be made by a certified public accountant showing receipts and
disbursements for all accounts of the Authority and such audit will be furnished to the initial
purchaser of the Bonds, and, upon request, to any registered owner of twenty-five percent (25%) or
more in principal amount of the Bonds within 120 days after the close of the fiscal year, and will be
available for inspection by the registered owner of said Bonds. Any registered owner or owners of
twenty-five percent (25%) or more in aggregate principal amount of the Bonds then outstanding shall
have the right at all reasonable times to inspect the airport facility and all records, accounts and data
of the Authority relating thereto.
Section 19. No Airport Franchise. To the fullest extent permitted by law, the Authority
hereby covenants and agrees that, while any of the Bonds are outstanding, the Authority will not
11
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 20. Taxation of Interest. The Authority hereby covenants to the purchasers and
holders of the Bonds hereby authorized that it will make no use of the proceeds of said bond issue,
including monies held in any sinking fund for the Bonds, which would cause the Bonds to be
arbitrage bonds 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 said bond 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 Bonds. The Authority hereby designates
the Bonds as its "qualified tax-exempt obligations" pursuant to Section 265(b)(3)(B)(i)(III) of the
Code and covenants and warrants that it does not reasonably expect to issue tax-exempt bonds or
other tax-exempt obligations aggregating in principal amount more than $10,000,000 during the
calendar year that the Bonds are issued (taking into consideration the exception for current refuuiding
issues).
Section 21. Bonds No Longer Outstanding. The Authority's obligations under this
Resolution and the liens, pledges, covenants and agreements of the Authority herein made or
provided for with respect to any or all of the Bonds shall be fully discharged and satisfied as to any
or all of such Bonds and any such Bond shall no longer be deemed to be outstanding hereunder if
such Bond has been purchased by the Authority and cancelled or when the payment of the principal
of and interest thereon to the respective date of maturity or redemption (a) shall have been made or
caused to be made in accordance with the terms thereof or (b) shall have been provided for by
depositing with a national or state bank having trust powers, or trust company, in trust, solely for
such payment (i) sufficient money to make such payment and/or (ii) direct general obligations of or
obligations the principal of and interest of which are unconditionally guaranteed by the United States
of America (herein referred to as "U.S. Government Obligations") in such amount and bearing
interest and maturing or redeemable at stated fixed prices at the option of the holder as to principal,
at such time or times, as will ensure the availability of sufficient money to make such payments;
provided, however, that with respect to any Bond to be paid prior to maturity, the Authority shall
have duly called such Bond for redemption and given notice of such redemption as provided by law
or made irrevocable provision for the giving of such notice. Any money so deposited with such bank
or trust company may be invested or reinvested in U.S. Government Obligations at the direction of
the Authority, and all interest and income from U.S. Government Obligations in the hands of such
bank or trust company in excess of the amount required to pay principal of and interest on the Bonds
for which such monies or U.S. Government Obligations were deposited shall be paid over to the
Authority as and when collected.
Section 22. Post -Issuance Compliance Procedures. In order to promote compliance with
certain federal tax and securities laws relating to the Bonds herein authorized (as well as other
outstanding bonds) the policy and procedures attached hereto as Exhibit "A" (the "Post -Issuance
Compliance Policy and Procedures") are hereby adopted and approved in all respects. To the extent
that there is any inconsistency between the attached Post -Issuance Compliance Policy and
Procedures and any similar policy or procedures previously adopted and approved, the Post -Issuance
Compliance Policy and Procedures shall control.
12
Section 23. Severability. If any section or sections or any parts of any section or sections of
this Resolution are for any reason held to be invalid or unconstitutional, the validity of the remainder
of said Resolution shall not be affected thereby.
Section 24. Repeal of Conflicting Resolutions. All Resolutions or orders or parts thereof in
conflict with the provisions of this Resolution are to the extent of such conflict hereby repealed.
Section 25. Effectiveness. This Resolution shall be in full force and effect fiom and after its
passage as provided by law.
ADOPTED this 20th day of November, 2018.
Sec�etary
r
C
ai
an
13
EXHIBIT "A"
POLICY AND PROCEDURES
Policy and Procedures
Federal Tax Law and Disclosure Requirements for
Tax-exempt Bonds and/or Tax Advantaged Bonds
ISSUER NAME: The Airport Authority of the City of Blair, Nebraska
COMPLIANCE OFFICER (BY TITLE): Airport Manager
POLICY
It is the policy of the Issuer identified above (the "Issuer") to comply with all Federal tax requirements and
securities law continuing disclosure obligations for its obligations issued as tax-exempt bonds (or as tax credit,
direct pay subsidy or other tax -advantaged bonds, as applicable) to ensure, as applicable (a) that interest on its
tax-exempt bonds remains exempt from Federal income tax, (b) that the direct payments or tax credits
associated with its bonds issued as tax advantaged bonds are received in a timely manner and (c) compliance
with any continuing disclosure obligations of the Issuer with respect to its outstanding bonds.
PROCEDURES
Compliance Officer. Review of compliance with Federal tax requirements and securities law continuing
disclosure obligations as generally outlined below shall be conducted by the Compliance Officer identified
above (the "Compliance Officer"). To the extent more than one person has been delegated specific
responsibilities, the Compliance Officer shall be responsible for ensuring coordination of all compliance
review efforts.
Training. The Compliance Officer shall evaluate and review educational resources regarding post -issuance
compliance with Federal tax and securities laws, including periodic review of resources published for issuers of
tax-exempt obligations by the Internal Revenue Service (either on its website at
http://www,irs.gov/taxexemptbond, or elsewhere) and the Municipal Securities Rulemaking Board (either on
its Electronic Municipal Market Access website ["EMMA"] at 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.
Docuinent 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"),
14
(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;
(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 al l 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
15
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 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 (laiown 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.
16
The foregoing Resolution having been read, Member Marc Gengenbach
seconded the motion for its passage and adoption and after consideration, roll was called on the
passage and adoption of said Resolution and the following members voted "AYE": Combs,
Havekost, Hunt, Johnson, and Gengenbach. The following members voted "NAY": None. A
majority of all members of the Authority were in favor of the Resolution and the same was declared
adopted. '
Secr tary
17
The undersigned members of the governing body of the Blair Airport Authority, Blair,
Nebraska, hereby acknowledges receipt of advance notice of a meeting of said body. and
the agenda for such meeting held at 7:00 o'clock P.M. on November 20, 2018 in the Blair
City Council Chambers, Blair, Nebraska
Board member
/
`board member
card member
Boara, me ber
NOTICE OF MEETING
NOTICE IS HEREBY GIVEN that a meeting of the Airport Authority of the City of Blair,
Nebraska will be held at 7 o'clock p.m. on the 20th day of November, 2018, at Blair Council
Chamber, 218 S 16t1i Street, in the City of Blair, Nebraska, which meeting will be open to the public.
An agenda for such meeting, kept continuously current, is available for public inspection at Blair
City Hall, 218 S 16t1i Street.
eNYL
A:i rman A
CERTIFICATE OF POSTING
The undersigned Secretary of the Airport Authority of the City of Blair, Nebraska hereby
certify that a copy of the Notice of Meeting of the Airport Authority held on November 20, 2018,
such notice being in the form attached hereto, was caused to be posted by me in the public places in
the City of Blair listed below on November 16, 2018:
Blair City Hall
Blair Public Library
Blair US Post Office
And, to the knowledge of the undersigned, that such notices remained so posted through the date and
time of the meeting.
Dated November 20, 2018.
NA", [WInn
Recordin Secretary
DOCS/2166107.3