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1996-06Board Member O'Hanlon introduced RESOLUTION 1996-6 and moved for passage BE IT RESOLVED by the members of the Airport Authority of the City of Blair, Nebraska (the "Authority"): Section 1. The members of the Authority hereby find and determine: (a) That the Mayor and Council of the City of Blair have by resolution in 1993 created the Airport Authority of the City of Blair and the Airport Authority now exists under the Cities Airport Authorities Act and has all the powers described by the provisions of said Act; (b) that the taxable valuation of all taxable property in the City of Blair, Nebraska, except intangible property, is presently not less than $236,220,300; (c) that the Authority has no outstanding bonds or indebtedness other than the bonds proposed to be issued by this resolution; (d) that the maximum yearly levy permitted of 3 1/20 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 in Section 3 below and to provide for the operating expenses of the Authority if not paid from other sources; and (e) that 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. The Authority hereby further finds and determines: That it is necessary and proper for the Authority to provide funds for the acquisition of land and to pay costs of improvements, maintenance and repair to the airport and other facilities owned and operated by the Airport Authority; that for such purposes, it is necessary that the Authority immediately raise a sum of not less than $550,000 by issuing and selling its negotiable bonds. Section 3. For the purpose of providing the Authority with the necessary funds for paying the costs as described in Section 2 hereof, there shall be and there are hereby ordered issued negotiable bonds of the Authority to be designated "Airport Authority Bonds, Series 1996" (the "1996 Bonds"), in the aggregate principal amount of Five Hundred Fifty Thousand Dollars ($550,000), with said bonds bearing interest at the rates per annum and maturing on December 1 of each year in the principal amounts as follows: Principal Maturing on Interest Amount December 1 of Year Rate $15,000 1997 4.00% 15,000 1998 4.25 20,000 1999 4.40 20,000 2000 4.50 20,000 2001 4.60 20,000 2002 4.70 20,000 2003 4.80 25,000 2004 4.90 25,000 2005 5.00 25,000 2006 5.10 25,000 2007 5.20 30,000 2008 5.30 30,000 2009 5.40 30,000 2010 5.50 35,000 2011 5.60 35,000 2012 5.65 35,000 2013 5.70 40,000 2014 5.75 40,000 2015 5.80 45,000 2016 5.80 The 1996 Bonds shall be issued in fully registered form in the denomination of $5,000 or any integral multiple thereof. The date of original issue for the 1996 Bonds shall be December 1, 1996. Interest on the 1996 Bonds, at the respective rates for each maturity, shall be payable on December 1, 1997, and semiannually thereafter on June 1 and December 1 of each year (each of said dates an "Interest Payment Date") and the 1996 Bonds shall bear such interest from the date of original issue or the most recent Interest Payment Date, whichever is later. The interest due on each Interest Payment Date shall be payable to the registered owners of record as of the close of business on the fifteenth day of the month immediately preceding the month in which -2- the Interest Payment Date occurs (the "Record Date"), subject to the provisions of Section 5 hereof. The 1996 Bonds shall be numbered from 1 upwards in the order of their issuance. No 1996 Bond shall be issued originally or upon transfer or partial redemption having more than one principal maturity. The initial bond numbering and principal amounts for each of the 1996 Bonds issued shall be designated by the Authority's Treasurer as directed by the initial purchaser thereof. Payments of interest due on the 1996 Bonds prior to maturity or earlier redemption shall be made by the Paying Agent and Registrar, as designated pursuant to Section 4 hereof, by mailing a check or draft in the amount due for such interest on each Interest Payment Date to the registered owner of each 1996 Bond, as of the Record Date for each Interest Payment Date, to such owner's registered address as shown on the books of registration as required to be maintained in Section 4 hereof. Payments of principal and accrued interest thereon due at maturity or at any date fixed for redemption prior to maturity shall be made by said Paying Agent and Registrar to the registered owners upon presentation and surrender of the 1996 Bonds to said Paying Agent and Registrar. The Authority and the Paying Agent and Registrar may treat the registered owner of any 1996 Bond as the absolute owner of such 1996 Bond 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 such 1996 Bond or any installment of interest due thereon shall be overdue or not. All payments on account of interest or principal made to the registered owner of any 1996 Bond in accordance with the terms of this Resolution shall be valid and effectual and shall be a discharge of the Authority and the Paying Agent and Registrar, in respect of the liability upon the 1996 Bonds or claims for interest to the extent of the sum or sums so paid. -3- Section 4. The Treasurer of the Authority is hereby designated as the Paying Agent and Registrar for the 1996 Bonds. The Paying Agent and Registrar shall keep and maintain for the Authority books for the registration and transfer of the 1996 Bonds at the office of the Authority. The names and registered addresses of the registered owner or owners of the 1996 Bonds shall at all times be recorded in such books. Any 1996 Bond may be transferred pursuant to its provisions at the office of said Paying Agent and Registrar by surrender of such 1996 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 1996 Bond or 1996 Bonds of the same interest rate, aggregate principal amount and maturity. To the extent of the denominations authorized for the 1996 Bonds by this Resolution, one 1996 Bond may be transferred for several such 1996 Bonds of the same interest rate and maturity, and for a like aggregate principal amount, and several such 1996 Bonds may be transferred for one or several such 1996 Bonds, respectively, of the same interest rate and maturity and for a like aggregate principal amount. In every case of transfer of a 1996 Bond, the surrendered 1996 Bond shall be cancelled and destroyed. All 1996 Bonds issued upon transfer of the 1996 Bonds so surrendered shall be valid obligations of the Authority evidencing the same obligations as the 1996 Bonds surrendered and shall be entitled to all the benefits and protection of this Resolution to the same extent as the 1996 Bonds upon transfer of which they were delivered. The Authority and said Paying Agent and Registrar shall not be required to H transfer any 1996 Bond during any period from any Record Date until its immediately following Interest Payment Date or to transfer any 1996 Bond called for redemption for a period of 30 days next preceding the date fixed for redemption. Section 5. In the event that payments of interest due on the 1996 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 1996 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 6. 1996 Bonds maturing on or after December 1, 2002, shall be subject to redemption, in whole or in part, prior to maturity at any time on or after December 1, 2001, at par plus accrued interest on the principal amount redeemed to the date fixed for redemption. The Authority may select the 1996 Bonds to be redeemed in its sole discretion but the 1996 Bonds shall be redeemed only in amounts of $5,000 or integral multiples thereof. Any 1996 Bond redeemed in part only shall be surrendered to said Paying Agent and Registrar in exchange for a new 1996 Bond evidencing the unredeemed principal thereof. Notice of redemption of any 1996 Bond called for redemption shall be given at the direction of the Authority by said Paying Agent and Registrar by mail not less than 30 days prior to the date fixed for redemption, first class, postage prepaid, sent to the registered owner of such 1996 Bond at said owner's registered address. Such notice shall designate the 1996 Bond or 1996 Bonds to be redeemed by maturity or otherwise, the date of original issue and the date fixed for redemption and shall state that such 1996 Bond or 1996 Bonds are to be presented for prepayment at the office of said Paying Agent -5- and Registrar. In case of any 1996 Bond partially redeemed, such notice shall specify the portion of the principal amount of such 1996 Bond to be redeemed. No defect in the mailing of notice for any 1996 Bond shall affect the sufficiency of the proceedings of the Authority designating the 1996 Bonds called for redemption or the effectiveness of such call for 1996 Bonds for which notice by mail has been properly given and the Authority shall have the right to direct further notice of redemption for such 1996 Bond for which defective notice has been given. Section 7. If the date for payment of the principal of or interest on the 1996 Bonds shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the City of Blair 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 8. The 1996 Bonds shall be in substantially the following form: W UNITED STATES OF AMERICA STATE OF NEBRASKA COUNTY OF WASHINGTON AIRPORT AUTHORITY OF THE CITY OF BLAIR AIRPORT AUTHORITY BOND SERIES 1996 No. Interest Rate Maturity Date Date of Original Issue CUSIP No. December 1, December 1, 1996 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, hereby acknowledges itself to owe and for value received promises to pay to the registered owner specified above, or registered assigns, the principal amount specified above in lawful money of the United States of America on the date of maturity specified above with interest thereon to maturity (or earlier redemption) from the date of original issue or most recent Interest Payment Date, whichever is later, at the rate per annum specified above, payable on December 1, 1997, and on June 1 and December 1 of each year thereafter (each of said dates an "Interest Payment Date"). Said interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The principal hereof and unpaid accrued interest hereon due at maturity or earlier redemption are payable upon presentation and surrender of this bond 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. 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. 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 Five Hundred Fifty Thousand Dollars ($550,000), of even date and like tenor except as to date of -7- maturity, rate of interest and denomination which were issued by the Authority for the purpose of providing funds for the acquisition of land and to pay costs of improvements, maintenance and repair to the airport and other facilities owned and operated by the Airport Authority. 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. 1943, as amended. Any or all of the bonds of said issue maturing on or after December 1, 2002, are subject to redemption at the option of the Authority, in whole or in part, at any time on or after December 1, 2001, at par plus interest accrued on the principal amount redeemed to the date fixed for redemption. Notice of redemption shall be given by mail to the registered owner of any bond to be redeemed at said registered owner's address in the manner specified in the Resolution authorizing said issue of bonds. Individual bonds may be redeemed in part but only in $5,000 amounts or integral multiples thereof. This bond is transferable by the registered owner or such owner's attorney duly authorized in writing at the office of the Paying Agent and Registrar upon surrender and cancellation of said bond, and thereupon a new bond or bonds of the same aggregate principal amount, interest rate and maturity will be issued to the transferee as provided in the Resolution authorizing said issue of bonds, subject to the limitations therein prescribed. The Authority, the Paying Agent and Registrar and any other person may treat the person in 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. 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 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 Secretary (SEAL) AIRPORT AUTHORITY OF THE CITY OF BLAIR, NEBRASKA Chairman Certificate of Authentication This bond is authorized by Resolution of the Airport Authority of the City of Blair, in the County of Washington, in the State of Nebraska as described in the foregoing bond. Treasurer, Airport Authority of City of Blair Paying Agent and Registrar no For value received sells, assigns and transfers unto (Form of Assignment) (Social Security or Taxpayer I.D. No. the within bond and hereby irrevocably constitutes and appoints , attorney, to transfer the same on the books of registration in the office of the within mentioned Paying Agent and Registrar with full power of substitution in the premises. hereby Dated: Registered Owner(s) Signature Guaranteed Authorized Officer Note: The signature(s) on this assignment MUST CORRESPOND with the name(s) as written on the face of the within bond in every particular, without alteration, enlargement or any change whatsoever and must be guaranteed by a commercial bank or a trust company or by a firm having membership on the New York, Midwest or other stock exchange. -10- Section 9. Each of the 1996 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 1996 Bonds shall be issued initially as "book -entry -only" bonds under the services of The Depository Trust Company (the "Depository"), with one typewritten bond per maturity being issued to the Depository. In such connection said officers are authorized to execute and deliver a Letter of Representations (the "Letter of Representations") in the form required by the Depository, for and on behalf of the Authority, which shall thereafter govern matters with respect to registration, transfer, payment and redemption of the 1996 Bonds. With respect to the issuance of the 1996 Bonds as "book -entry -only" bonds, the following provisions shall apply: (a) The Authority and the Paying Agent and Registrar shall have no responsibility or obligation to any broker -dealer, bank or other financial institution for which the Depository holds 1996 Bonds as securities depository (each, a "Bond Participant") or to any person who is an actual purchaser of a 1996 Bond from a Bond Participant while the 1996 Bonds are in book -entry form (each, a "Beneficial Owner") with respect to the following: (i) the accuracy of the records of the Depository, any nominees of the Depository or any Bond Participant with respect to any ownership interest in the 1996 Bonds, (ii) the delivery to any Bond Participant, any Beneficial Owner or any other person, other than the Depository, of any notice with respect to the 1996 Bonds, including any notice of redemption, or (iii) the payment to any Bond Participant, any Beneficial Owner or any other person, other than the Depository, of any amount with respect to the 1996 Bonds. The Paying Agent and Registrar shall make payments with respect to the 1996 Bonds only to or upon the order of the Depository or its nominee, and all such payments shall be valid and effective fully to satisfy and discharge the obligations with respect to such 1996 Bonds to the extent of the sum or sums so paid. No person other than the Depository shall receive an authenticated Bond. -11- (b) Upon receipt by the Paying Agent and Registrar of written notice from the Depository to the effect that the Depository is unable or unwilling to discharge its responsibilities, the Paying Agent and Registrar shall issue, transfer and exchange 1996 Bonds requested by the Depository in appropriate amounts. Whenever the Depository requests the Paying Agent and Registrar to do so, the Paying Agent and Registrar will cooperate with the Depository in taking appropriate action after reasonable notice (i) to arrange, with the prior written consent of the Authority, for a substitute depository willing and able upon reasonable and customary terms to maintain custody of the 1996 Bonds or (ii) to make available 1996 Bonds registered in whatever name or names as the Beneficial Owners transferring or exchanging such 1996 Bonds shall designate. (c) If the Authority determines that it is desirable that certificates representing the 1996 Bonds be delivered to the ultimate beneficial owners of the 1996 Bonds and so notifies the Paying Agent and Registrar in writing, the Paying Agent and Registrar shall so notify the Depository, whereupon the Depository will notify the Bond Participants of the availability through the Depository of bond certificates representing the 1996 Bonds. In such event, the Paying Agent and Registrar shall issue, transfer and exchange bond certificates representing the 1996 Bonds as requested by the Depository in appropriate amounts and in authorized denominations. (d) Notwithstanding any other provision of this Resolution to the contrary, so long as any 1996 Bond is registered in the name of the Depository or any nominee thereof, all payments with respect to such 1996 Bond and all notices with respect to such 1996 Bond shall be made and given, respectively, to the Depository as provided in the Letter of Representations. (e) Registered ownership of the 1996 Bonds may be transferred on the books of registration maintained by the Paying Agent and Registrar, and the 1996 Bonds may be delivered in physical form to the following: (i) any successor securities depository or its nominee; (ii) any person, upon (A) the resignation of the Depository from its functions as depository or (B) termination of the use of the Depository pursuant to this Section. If for any reason the Depository resigns and is not replaced, the Authority shall immediately provide a supply of printed bond certificates for issuance upon the transfers from the Depository and subsequent transfers or in the event of partial redemption. In the event that such supply of bond certificates shall be insufficient to meet the requirements of the Paying Agent and Registrar for -12- issuance of replacement 1996 Bonds upon transfer or partial redemption, the Authority agrees to order printed an additional supply of bond certificates and to direct their execution by manual or facsimile signatures of its then duly qualified and acting Chairman and Secretary and by imprinting or impressing thereon the Authority's seal. In case any officer whose signature or facsimile thereof shall appear on any 1996 Bond shall cease to be such officer before the delivery of such 1996 Bond (including 1996 Bonds delivered to the Paying Agent and Registrar for issuance upon transfer or partial redemption), such signature or such facsimile signature shall nevertheless be valid and sufficient for all purposes the same as if such officer or officers had remained in office until the delivery of such 1996 Bond, The 1996 Bonds shall not be valid and binding on the Authority until authenticated by the Paying Agent and Registrar. The Treasurer shall cause the 1996 Bonds to be registered in the office of the Auditor of Public Accounts of the State of Nebraska. Thereafter the 1996 Bonds shall be delivered to the Paying Agent and Registrar for registration and authentication. Upon execution, registration, and authentication of the 1996 Bonds, they shall be delivered to the Treasurer, who is authorized to deliver them to Chiles Heider Division, Smith Barney Inc., as initial purchaser thereof, upon receipt of 97.825% of the principal amount of the 1996 Bonds plus accrued interest thereon to date of payment for the 1996 Bonds. Said initial purchaser shall have the right to direct the registration of the 1996 Bonds and the denominations thereof within each maturity, subject to the restrictions of this Resolution. Section 10. The proceeds of the 1996 Bonds herein authorized shall be applied to the costs described in Section 2 hereof. Funds not initially required for such costs may be invested in permissible investments of cities of the first class. All such proceeds and funds shall be -13- applied upon order of the members of the Authority. Section 11. The Secretary shall make and certify duplicate transcripts of the proceedings of the Airport Authority with respect to the 1996 Bonds herein authorized, one of which shall be filed with the Auditor of Public Accounts and the other of which shall be delivered to the initial purchaser. Section 12. So long as the 1996 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, subject to the statutory limitation set forth in Section 3-505(12) R.R.S. Neb. 1943, as amended, on the taxable valuation of all taxable property in such City sufficient in amount to pay the principal and interest on the 1996 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 1996 Bonds herein authorized and any such additional bonds as the same become due. There is hereby ordered established with the Treasurer of the Authority a special fund to be designated as the "Airport Authority Bond Payment Fund" (herein referred to as the 'Bond Payment Fund") in order to provide for the payments of principal and interest on the 1996 Bonds. The Authority hereby covenants and agrees that in each month monies received by the Authority from the levy of taxes permitted to be certified under the terms of Section 3-504(12), R.R.S. Neb. 1943, as -14- amended, there shall be deposited to the Bond Payment Fund until the Bond Payment Fund has deposited therein an amount not less than the amount of principal and interest falling due on the 1996 Bonds and any additional bonds as herein authorized, all as outstanding from time to time, during the next twelve months. As and to the extent that the Bond Payment Fund has deposited thereto said amount, receipts from said levy may be commingled with other funds of the Authority and applied to the payment of expenditures related to its other corporate purposes. Monies held in the Bond Payment Fund shall be held exclusively for payment of principal and interest on the 1996 Bonds and any additional bonds, as outstanding from time to time. The Airport Authority will punctually perform all duties with reference to the 1996 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 13. 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 by Section 12 of this Resolution and the income from any additions and improvements to said airport facility for payment of the 1996 Bonds herein authorized, both principal and interest. 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 shall not commingle such money with any other money under his control. Section 14. The Authority hereby covenants and agrees that so long as any of the 1996 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 -15- the airport facility and the levy of taxes as described in Section 12 of this Resolution, or any part of any of the foregoing, which are superior to the 1996 Bonds herein authorized. The Authority, however, shall have the right to issue additional bonds on a parity or equality with the 1996 Bonds provided the following conditions are met: (a) Any defaults on bonds issued under this Resolution have been made good: (b) Additional bonds of equal standing to the 1996 Bonds may be issued so long as 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 for deposit to the Bond Payment Fund sufficient in amount to pay the principal and interest on the 1996 Bonds then outstanding and the proposed additional bonds to be issued as the same fall due. Additional bonds of the Airport Authority issued in conformity with the conditions set forth shall stand on a parity with the 1996 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 1996 Bonds which are authorized as permitted in this Section 14. Nothing contained in this Section 14 shall be construed as prohibiting the issuance by the Authority of bonds or notes which are subordinate to the 1996 Bonds and any additional bonds, the principal and interest of which may be payable from monies other than monies required to be deposited to the Bond Payment Fund, nor shall it prevent the Authority from issuing refunding bonds which will take up and pay off in full the 1996 Bonds or any part thereof or any such additional bonds or any part thereof. Section 15. 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 1996 Bonds issued hereunder, the Authority will establish, maintain and collect fees, rents -16- 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 1996 Bonds issued hereunder, provided, however, that the Authority reserves the right to pay principal on the bonds of this issue by the issuance of refunding bonds as described herein. Section 16. No amendment shall be made to this Resolution nor to any rights of the registered owners of the 1996 Bonds which in any way would be prejudicial to the rights of the registered owners of the 1996 Bonds without first obtaining the written consent of the registered owners of not less than seventy-five percent (75%) in principal amount of said 1996 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 1996 Bonds and the registered owner of any one or more of the 1996 Bonds shall have the right for the equal benefit and protection of all registered owners of such 1996 Bonds to take any action permitted by law to enforce the provisions of this Resolution and the payment of the outstanding 1996 Bonds. Section 17. The Authority further covenants and agrees with each of the purchasers and registered owners of the 1996 Bonds that so long as said 1996 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 -17- 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 1996 Bonds has been fully provided for as to payments falling due within the year in which such surplus monies become available. Section 18, 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 19. 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 1996 Bonds, and, upon request, to any registered owner of twenty-five percent (25%) or more in principal amount of the 1996 Bonds within 120 days after the close of the fiscal year, and will be available for inspection by the registered owner of said 1996 Bonds. Any registered owner or owners of twenty-five percent (25%) or more in aggregate principal amount of the 1996 Bonds then outstanding 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 20. The Authority hereby covenants and agrees that while any of the 1996 Bonds are outstanding that 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 21. The Authority hereby covenants with the purchasers and registered owners of the 1996 Bonds that it will make no use of the proceeds of said issue, including monies held in any sinking fund for the payment of principal and interest on said bonds, which would cause said 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 1996 Bonds. The Authority hereby designates the 1996 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 bonds or other obligations aggregating in principal amount more than $10,000,000 during calendar 1996. The Authority agrees to take all further actions, if any, necessary on its part to qualify the 1996 Bonds as such "qualified tax-exempt obligations." Section 22. 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 -19- all of the 1996 Bonds shall be fully discharged and satisfied as to any or all of such 1996 Bonds and any such 1996 Bond shall no longer be deemed to be outstanding hereunder if such 1996 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 or (ii) direct general obligations of or obligations the principal 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 1996 Bond to be paid prior to maturity, the Authority shall have duly called such 1996 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 1996 Bonds for which such monies or U.S. Government Obligations were deposited shall be paid over to the Authority as and when collected. Section 23. The Preliminary Official Statement dated November 19, 1996, is hereby approved and the Chairman and Secretary are hereby authorized to approve on behalf of the -20- Authority a final Official Statement with any changes deemed appropriate by them. Section 24. 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 25. 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 26. This Resolution shall be in full force and effect from and after its passage as provided by law. ADOPTED this 19 t h day of November , 1996. Chair an Secretary The foregoing Resolution having been read, Member H a v P k n -,t 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": H a v P k n c t , Meyer , 0' Han] on and Van S l y k e. The following members voted "NAY": N o n e . More than the majority of all members of the Authority were in favor of the Resolution and the same was declared adopted. C_y6At, I,- � -t_­ Secretary -21-