Loading...
HomeMy WebLinkAbout2008-07-21-Resolutions 08-167_Bonds - GO CLN Series 2008 - IssuanceRESOLUTION 08-167 RESOLUTION APPROVING AND AUTHORIZING A FORM OF LOAN AGREEMENT AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF A $110,000 GENERAL OBLIGATION CAPITAL LOAN NOTE,SERIES 2008,AND LEVYING A TAX TO PAY THE NOTE -1- WHEREAS,the Issuer is duly incorporated,organized and exists under and by virtue of the laws and Constitution of the State ofIowa;and WHEREAS,the Issuer is in need of funds to pay costs of acquisition of an ambulance,for an essential corporate purpose,and it is deemed necessary and advisable that a form of Loan Agreement be approved and authorized and a General Obligation Capital Loan Note,Series 2008,in the amount of $11 0,000 be issued for said purpose; and WHEREAS,the Loan Agreement will be payable from the General Fund and will not result in the total of scheduled annual payments of principal or interest or both principal and interest of the City due from the General Fund of the City in any future year with respect to all loan agreements in force on the date of authorization to exceed ten percent (10%)of the last certified general fund budget amount;and WHEREAS,pursuant to notice published as required by Sections 384.24A and 384.25 of the City Code ofIowa,as amended,this Council has held a public meeting and hearing upon the proposal to institute proceedings for the issuance of the Note,and the Council is therefore now authorized to proceed with the issuance of the Note: NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WAUKEE,IOWA: Section 1.Definitions.The following terms shall have the following meanings in this Resolution unless the text expressly or by necessary implication requires otherwise: o "General Fund"shall mean the fund established to receive all moneys from taxes and other sources for city govemment purposes as provided in Section 384.3,City Code ofIowa. o "Issuer"and "City"shall mean the City of Waukee,Iowa. D "Loan Agreement"shall mean a Loan Agreement between the Issuer and a lender or lenders in substantially the form attached to and approved by this Resolution. D "Note Fund"shall mean the fund required to be established by Section 4 of this Resolution. [l "Note or Notes"shall mean a $110,000 General Obligation Capital Loan Note,Series 2008,authorized to be issued by this Resolution. [l "Paying Agent"shall mean the City Clerk,or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein as Issuer's agent to provide for the payment of principal of and interest on the Note as the same shall become due. D "Project"shall mean the costs of acquisition of an ambulance. D "Project Fund"shall mean the fund required to be established by this Resolution for the deposit of the proceeds of the Note. [J "Rebate Fund"shall mean the fund so defined in and established pursuant to the Tax Exemption Certificate. D "Registrar"shall mean the City Clerk of Waukee,Iowa,or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein with respect to maintaining a register of the owners of the Note.Unless otherwise specified,the Registrar shall also act as Transfer Agent for the Note. D "Resolution"shall mean this resolution authorizing the issuance of the Note. D "Tax Exemption Certificate"shall mean the Tax Exemption Certificate executed by the Treasurer and delivered at the time of issuance and delivery of the Note. D "Treasurer"shall mean the Finance Director or such other officer as shall succeed to the same duties and responsibilities with respect to the recording and payment of the Note issued hereunder. -2- Section 2.The form of Loan Agreement in substantially the form attached to this Resolution is hereby approved and is authorized to be executed and issued on behalf of the Issuer by the Mayor and attested by the City Clerk. -3- Section 3.Levy and Certification of Annual Tax;Other Funds to be Used. (a)Levy of Annual Tax.That for the purpose of providing funds to pay the principal and interest of the Note hereinafter authorized to be issued,there shall be levied in the General Fund for each future year the following direct annual tax on all of the taxable property in Waukee,Iowa,to-wit: AMOUNT FISCAL YEAR (JULY 1 TO JUNE 30) YEAR OF COLLECTION $24,924.94* $24,924.94 $24.924.94 $24,924.24 $24,924.24 2009/2010 201012011 2011/2012 2012/2013 2013/2014 *Payable from cash on hand. (NOTE:For example the levy to be made and certified against the taxable valuations of January 1,2007,will be collected during the fiscal year commencing July 1,2008). (b)Resolution to be Filed With County Auditor.A certified copy ofthis Resolution shall be filed with the County Auditor of Dallas County Iowa,and the/each Auditor is hereby instructed in and for each ofthe years as provided,to levy and assess the tax hereby authorized in Section 3 of this Resolution,in like manner as other taxes are levied and assessed,and such taxes so levied in and for each of the years aforesaid be collected in like manner as other taxes of the City are collected,and when collected be used for the purpose of paying principal and interest on said Note issued in anticipation of the tax,and for no other purpose whatsoever. (c)Additional City Funds Available.Principal and interest coming due at anytime when the proceeds of said tax on hand shall be insufficient to pay the same shall be promptly paid when due from current funds of the City available for that purpose and reimbursement shall be made from such special fund in the amounts thus advanced. -4- Section 4.Note Fund.Said tax shall be assessed and collected each year at the same time and in the same manner as,and in addition to,all other taxes in and for the City,and when collected they shall be converted into a special fund within the General Fund to be known as the "GENERAL FUND CAPITAL LOAN NOTE FUND 2008 No.ONE"(the "Note Fund"),which is hereby pledged for and shall be used only for the payment of the principal of and interest on the Note hereinafter authorized to be issued. Section 5.Application of Note Proceeds.Proceeds of the Note other than accrued interest except as may be provided below shall be credited to the Project Fund and expended only for the purposes of the Project.Any amounts on hand in the Project Fund shall be available for the payment of the principal of or interest on the Note at any time that other funds shall be insufficient to the purpose,in which event such funds shall be repaid to the Project Fund at the earliest opportunity.Any balance on hand in the Project Fund and not immediately required for its purposes may be invested not inconsistent with limitations provided by law or this Resolution.Accrued interest,if any,shall be deposited in the Note Fund. Section 6.Investments of Note Fund Proceeds.All moneys held in the Note Fund and the Project Fund,shall be invested in investments permitted by Chapter 12B,Code of Iowa,2007 (formerly Chapter 452,Code ofIowa,as amended)or deposited in financial institutions which are members of the Federal Deposit Insurance Corporation and the deposits in which are insured thereby and all such deposits exceeding the maximum amount insured from time to time by FDIC or its equivalent successor in anyone financial institution shall be continuously secured in compliance with the State Sinking Fund provided under Chapter l2C of the Code ofIowa,2007,as amended or otherwise by a valid pledge of direct obligations of the United States Government having an equivalent market value.All such interim investments shall mature before the date on which the moneys are required for payment of principal of or interest on the Note as herein provided. Section 7.Note Details,Execution and Redemption. (a)Note Details.A General Obligation Capital Loan Note,Series 2008, of the City in the total amount of $11 0,000,shall be issued to evidence the obligations of the Issuer under the Loan Agreement pursuant to the provisions of Sections 3 84.24A and 384.25 of the City Code of Iowa,as amended,for the aforesaid purpose.The Note shall be issued in one or more series and shall be on a parity and secured equally and ratably from the sources provided in Section 3 of this Resolution.The Note shall be designated "GENERAL OBLIGATION CAPITAL LOAN NOTE,SERIES 2008",be dated the date of delivery and bear interest from the date thereof,until payment thereof,at the office of the Paying -5- Agent,said interest payable on July 15,2009,and annually thereafter on the 15th day of July in each year until maturity at the rate hereinafter provided. The Note shall be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the City Clerk,and impressed or printed with the seal of the City and shall be fully registered as to both principal and interest as provided in this Resolution;principal,interest and premium,if any, shall be payable at the office of the Paying Agent by mailing of a check to the registered owner of the Note.The Note shall be the par amount of $110,000 and shall mature and bear interest in accordance with the schedule attached hereto as Exhibit "A": Interest Rate Principal Amount Maturity July 15th 4.25%$110,000 2013 (b)Redemption.The Note may be called for redemption by the Issuer and paid before maturity on any date,from any funds regardless of source,in whole or from time to time in part,in any order of maturity and within an annual maturity by lot. The terms of redemption shall be par,plus accrued interest to date of call. Thirty days'notice of redemption shall be given by ordinary mail to the registered owner of the Note.Failure to give such notice by mail to any registered owner of the Note or any defect therein shall not affect the validity of any proceedings for the redemption of the Note.All of the note or portions thereof called for redemption will cease to bear interest after the specified redemption date,provided funds for their redemption are on deposit at the place of payment. If selection by lot within a maturity is required,the Registrar shall designate the note to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of Note to be called has been reached. Section 8.Registration of Note;Appointment of Registrar;Transfer;Ownership; Delivery;and Cancellation. (a)Registration.The ownership of the Note may be transferred only by the making of an entry upon the books kept for the registration and transfer of ownership of the Note and in no other way.City Clerk is hereby appointed as Registrar under the terms of this Resolution.Registrar shall maintain the books of the Issuer for the registration of ownership of the Note for the payment of -6- principal of and interest on the Note as provided in this Resolution.The Note shall be negotiable as provided in Article 8 of the Uniform Commercial Code subject to the provisions for registration and transfer contained in the Note and in this Resolution. (b)Transfer.The ownership of any Note may be transferred only upon the Registration Books kept for the registration and transfer of the Note and only upon surrender thereof at the office of the Registrar together with an assignment duly executed by the holder or his duly authorized attorney in fact in such form as shall be satisfactory to the Registrar,along with the address and social security number or federal employer identification number of such transferee (or,if registration is to be made in the name of multiple individuals,of all such transferees).In the event that the address of the registered owner of a Note (other than a registered owner which is the nominee of the broker or dealer in question)is that of a broker or dealer,there must be disclosed on the Registration Books the information pertaining to the registered owner required above.Upon the transfer of any such Note,a new fully registered Note,of any denomination or denominations permitted by this Resolution in aggregate principal amount equal to the umnatured and unredeemed principal amount of such transferred fully registered Note,and bearing interest at the same rate and maturing on the same date or dates shall be delivered by the Registrar.](c)Registration of Transferred Note.In all cases of the transfer ofthe Note,the Registrar shall register,at the earliest practicable time,on the Registration Books, the Note,in accordance with the provisions of this Resolution. (d)Ownership.As to any Note,the person in whose name the ownership of the same shall be registered on the Registration Books of the Registrar shall be deemed and regarded as the absolute owner thereof for all purposes,and payment of or on account of the principal of any such Note and the premium,if any,and interest thereon shall be made on ly to or upon the order of the registered owner thereof or his legal representative.All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note,including the interest thereon, to the extent of the sum or sums so paid. (e)Cancellation.The Note which have been redeemed shall not be reissued but shall be cancelled by the Registrar.The Note which is cancelled by the Registrar shall be destroyed and a certificate of the destruction thereof shall be furnished promptly to the Issuer;provided that if the Issuer shall so direct,the Registrar shall forward the cancelled Note to the Issuer.I -7- (f)Non-Presentment of Note.In the event any payment check representing payment of principal of or interest on the Note is returned to the Paying Agent or if any note is not presented for payment of principal at the maturity or redemption date,if funds sufficient to pay such principal of or interest on Note shall have been made available to the Paying Agent for the benefit of the owner thereof,all liability of the Issuer to the owner thereof for such interest or payment of such Note shall forthwith cease,terminate and be completely discharged,and thereupon it shall be the duty of the Paying Agent to hold such funds,without liability for interest thereon,for the benefit of the owner of such Note who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Resolution or on,or with respect to,such interest or Note.The Paying Agent's obligation to hold such funds shall continue for a period equal to two years and six months following the date on which such interest or principal became due, whether at maturity,or at the date fixed for redemption thereof,or otherwise,at which time the Paying Agent,shall surrender any remaining funds so held to the Issuer,whereupon any claim under this Resolution by the Owners of such interest or Note of whatever nature shall be made upon the Issuer. (g)Registration and Transfer Fees.The Registrar may furnish to each owner,at the Issuer's expense,one note for each annual maturity.The Registrar shall furnish additional Notes in lesser denominations (but not less than the minimum denomination)to an owner who so requests. Section 9.Reissuance of Mutilated,Destroyed,Stolen or Lost Note.In case any outstanding Note shall become mutilated or be destroyed,stolen or lost,the Issuer shall at the request of Registrar authenticate and deliver a new Note oflike tenor and amount as the Note so mutilated,destroyed,stolen or lost,in exchange and substitution for such mutilated Note to Registrar,upon surrender of such mutilated Note,or in lieu of and substitution for the Note destroyed,stolen or lost,upon filing with the Registrar evidence satisfactory to the Registrar and Issuer that such Note has been destroyed,stolen or lost and proof of ownership thereof,and upon furnishing the Registrar and.Issuer with satisfactory indenmity and complying with such other reasonable regulations as the Issuer or its agent may prescribe and paying such expenses as the Issuer may incur in connection therewith. Section 10.Record Date.Payments of principal and interest,otherwise than upon full redemption,made in respect of any Note,shall be made to the registered holder thereof or to their designated Agent as the same appear on the books of the Registrar on the 15th day preceding the payment date.All such payments shall fully discharge the obligations ofthe Issuer in respect of such Note to the extent of the payments so made. Payment of principal shall only be made upon surrender of the Note to the Paying Agent. -8- Section 11.Execution,Authentication and Delivery of the Note.The Mayor and Clerk shall execute and deliver the Note to the Registrar,who shall authenticate the Note and deliver the same to or upon order of the Purchaser.NoN ote shall be valid or obligatory for any purpose or shall be entitled to any right or benefit hereunder unless the Registrar shall duly endorse and execute on such Note a Certificate of Authentication substantially in the fOlIDof the Certificate herein set forth.Such Certificate upon any Note executed on behalf of the Issuer shall be conclusive evidence that the Note so authenticated has been duly issued under this Resolution and that the holder thereof is entitled to the benefits of this Resolution. No Note shall be authenticated and delivered by the Registrar,unless and until there shall have been provided the following: 1.A certified copy of the resolution of Issuer approving the execution of a Loan Agreement and a copy of the Loan Agreement; 2.A written order of Issuer signed by the Treasurer directing the authentication and delivery of the Note to or upon the order of the Purchaser upon payment of the purchase price as set forth therein; 3.The approving opinion of Ahlers &Cooney,P.C.,Bond Counsel, conceming the validity and legality of the Note proposed to be issued.1 Section 12.Right to Name Substitute Paying Agent or Registrar.Issuer reserves the right to name a substitute,successor Registrar or Paying Agent upon giving prompt written notice to each registered noteholder. I -9- Section 13.Form of Note.The Note shall be printed in substantial compliance with standards proposed by the American Standards Institute substantially in the form as follows: (6)(6) (7)(8) (1) (2)(3)(4)(5) (9) (9a) (10) (Continued on the back of this Note) (11)(12)(13)(14)(15) FIGURE 1 (Front) -10- -11- (10) (Continued) (16) FIGURE 2 (Back) The text of the Note to be located thereon at the item numbers shown shall be as follows: Item 1,figure 1 Item 2,figure 1 Item 3,figure 1 Item 4,figure 1 Item 5,figure 1 Item 6,figure 1 Item 7,figure 1 Item 8,figure 1 "STATE OF IOWA" "COUNTY OF DALLAS" "CITY OF WAUKEE" "GENERAL OBLIGATION CAPITAL LOAN NOTE" "SERIES 2008" "ESSENTIAL CORPORATE PURPOSE" Rate:_ Maturity:-----:-,--------,--_ Note Date:The Date of Delivery Cusip No.:__ "Registered" Certificate No._ Principal Amount:$._ Item 9,figure 1 The City of Waukee,Iowa,a municipal corporation organized and existing under and by virtue of the Constitution and laws ofthe State ofIowa (the "Issuer"),for value received,promises to pay from the source and as hereinafter provided,on the maturity date indicated above,to Item 9A,figure 1 =(Registration panel to be completed by Registrar or Printer with name of Registered Owner). Item 10,figure 1 =or registered assigns,the principal sum of (Principal amount written out)THOUSAND DOLLARS in lawful money of the United States of America, on the maturity date shown above,only upon presentation and surrender hereof at the office of City Clerk,Paying Agent ofthis issue,or its successor,with interest on said sum from the date hereof until paid at the rate per annum specified above,payable on July 15, 2009,and annually thereafter on the 15th day of July in each year in accordance with the schedule attached hereto as Exhibit "A". Interest and principal shall be paid to the registered holder of the Note as shown on the records of ownership maintained by the Registrar as of the 15th day preceding such interest payment date.Interest shall be computed on the basis of a 360-day year of twelve 30-day months. This Note is issued pursuant to the provisions of Sections 384.24A and 384.25 of the City Code of Iowa,as amended,for the purpose of paying costs of acquisition of an -12- ambulance,and in order to evidence the obligations of the Issuer under a certain Loan Agreement dated the date of delivery,in conformity to a Resolution of the Council of the Issuer duly passed and approved.For a complete statement of the revenues and funds from which and the conditions under which this Note is payable,a statement of the conditions under which additional Notes of equal standing may be issued,and the general covenants and provisions pursuant to which this Note is issued,reference is made to the above described Loan Agreement and Resolution. The Note may be called for redemption by the Issuer and paid before maturity on on any date from any funds regardless of source,in whole or from time to time in part,in any order of maturity and within an annual maturity by lot.The terms of redemption shall be par,plus accrued interest to date of call. Thirty days'notice of redemption shall be given by ordinary mail to the registered owner of the Note.Failure to give such notice by mail to any registered owner of the Note or any defect therein shall not affect the validity of any proceedings for the redemption of the Note.The note or portions thereof called for redemption will cease to bear interest after the specified redemption date,provided funds for their redemption are on deposit at the place of payment. If selection by lot within a maturity is required,the Registrar shall designate the Note to be redeemed by random selection of the names ofthe registered owners of the entire annual maturity until the total amount of Note to be called has been reached. Ownership of this Note may be transferred only by transfer upon the books kept for such purpose by City Clerk,the Registrar.Such transfer on the books shall occur only upon presentation and surrender of this Note at the office of the Registrar as designated below,together with an assignment duly executed by the owner hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar.Issuer reserves the right to substitute the Registrar and Paying Agent but shall,however, promptly give notice to registered noteholders of such change.The Note shall be negotiable as provided in Article 8 of the Uniform Commercial Code and subject to the provisions for registration and transfer contained in the Note Resolution. And it is hereby represented and certified that all acts,conditions and things requisite,according to the laws and Constitution of the State ofIowa,to exist,to be had, to be done,or to be performed precedent to the lawful issue of this Note,have been existent,had,done and performed as required by law;that provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the territory of the Issuer for the payment of the principal and interest ofthis Note as the same will respectively become due;that the faith,credit,revenues and resources and all the real and personal property of the Issuer are irrevocably pledged for the prompt -13- payment hereof,both principal and interest,and the total indebtedness of the Issuer including this Note,does not exceed the constitutional or statutory limitations. This Note is a "qualified tax-exempt obligation"designated by the Issuer for purposes of Section 265(b )(3)(B)of the Internal Revenue Code of 1986. IN TESTIMONY WHEREOF,the Issuer by its Council,has caused this Note to be signed by the facsimile signature of its Mayor and attested by the facsimile signature of its City Clerk,with the seal of said City printed hereon,and to be authenticated by the manual signature of an authorized representative of the Registrar,City Clerk,. Item 11,figure 1 =Date of Authentication:_ Item 12,figure 1 This is the Note described in the within mentioned Resolution,as registered by the City Clerk. CITY CLERK,Registrar Waukee,Iowa By:--,-----_ Authorized Signature Item 13,figure 1 =Registrar and Transfer Agent:City Clerk Paying Agent:City Clerk SEE REVERSE FOR CERTAIN DEFINITIONS Item 14,figure 1 =(Seal) Item 15,figure 1 =[Signature Block] CITY OF WAUKEE,IOWA By:(!2f:~ac~s~irm~·l~ec.;s~ig~n!!a"'tu~r~e:.L)_ Mayor ATTEST: By:.---'-'(f:"'a""cs'-"im~il'""e'-'s!!Jig"'n"'a""tu"'r=e) City Clerk Item 16,figure 2 =[Assigmnent Block] -14- [Information Required for Registration] ASSIGNMENT 1I For value received,the undersigned hereby sells,assigns and transfers unto --,------,------,-----,-(Social Security or Tax Identification No.) the within Note and does hereby irrevocably constitute and appoint _attorney in fact to transfer the said Note on the books kept for registration of the within Note,with full power of substitution in the premises. Dated _ (Person(s)executing this Assignment sign(s)here) SIGNATURE) GUARANTEED) IMPORTANT -READ CAREFULLY The signature(s)to this Power must correspond with the name(s)as written upon the face of the certificate(s)or N ote(s)in every particular without alteration or enlargement or any change whatever.Signature gnarantee must be provided in accordance with the prevailing standards and procedures of the Registrar and Transfer Agent.Such standards and procedures may require signature to be guaranteed by certain eligible guarantor institutions that participate in a recognized signature gnarantee program. INFORMA nON REQUIRED FOR REGISTRATION OF TRANSFER Name of Transferee(s)_ Address of Transferee(s)_ Social Security or Tax Identification Number of Transferee(s)_ Transferee is a(n): Individual*Corporation _ -15- Partnership Trust _ *Ifthe Note is to be registered in the names of multiple individual owners,the names of all such owners and one address and social security number must be provided. The following abbreviations,when used in the inscription on the face of this Note, shall be construed as though written out in full according to applicable laws or regulations: TEN COM -as tenants in common TEN ENT -as tenants by the entireties JT TEN -as joint tenants with right of survivorship and not as tenants in common IA UNIF TRANS MIN ACT -..........Custodian . (Cust)(Minor) under Iowa Uniform Transfers to Minors Act.... (State) ADDITIONAL ABBREVIATIONS MAY BE ALSO USED THOUGH NOT IN THE ABOVE LIST Section 14.Contract Between Issuer and Purchaser.This Resolution shall constitute a contract between said City and the purchaser of the Note. Section 15.Non-Arbitrage Covenants.The Issuer reasonably expects and covenants that no use will be made of the proceeds from the issuance and sale of the Note issued hereunder which will cause any of the Note to be classified as arbitrage bonds within the meaning of Section 148(a)and (b)of the Internal Revenue Code of the United States,and that throughout the term of the Note it will comply with the requirements of said statute and regulations issued thereunder. To the best knowledge and belief of the Issuer,there are no facts or circumstances that would materially change the foregoing statements or the conclusion that it is not expected that the proceeds of the Note will be used in a manner that would cause the Note to be arbitrage bonds.Without limiting the generality of the foregoing,the Issuer hereby agrees to comply with the provisions ofthe Tax Exemption Certificate and the provisions of the Tax Exemption Certificate are hereby incorporated by reference as part of this Resolution.The Treasurer is hereby directed to make and insert all calculations and determinations necessary to complete the Tax Exemption Certificate in all respects -16- and to execute and deliver the Tax Exemption Certificate at issuance of the Note to certify as to the reasonable expectations and covenants of the Issuer at that date. Section 16.Severability Clause.If any section,paragraph,clause or provision of this Resolution be held invalid,such invalidity shall not affect any of the remaining provisions hereof,and this Resolution shall become effective immediately upon its passage and approval. Section 17.Additional Covenants,Representations and Warranties of the Issuer. The Issuer certifies and covenants with the purchasers and holders of the Note from time to time outstanding that the Issuer through its officers,(a)will make such further specific covenants,representations and assurances as may be necessary or advisable;(b)comply with all representations,covenants and assurances contained in the Tax Exemption Certificate,which Tax Exemption Certificate shall constitute a part of the contract between the Issuer and the owners of the Note;(c)consult with bond counsel (as defined in the Tax Exemption Certificate);(d)pay to the United States,as necessary,such sums of money representing required rebates of excess arbitrage profits relating to the Note;(e) file such forms,statements and supporting documents as may be required and in a timely manner;and (f)if deemed necessary or advisable by its officers,to employ and pay fiscal agents,financial advisors,attorneys and other persons to assist the Issuer in such compliance. Section 18.Amendment of Resolution to Maintain Tax Exemption.This Resolution may be amended without the consent of any owner of the Note if,in the opinion of bond counsel,such amendment is necessary to maintain tax exemption with respect to the Note under applicable Federal law or regulations. Section 19.Qualified Tax-Exempt Obligations.For the sole purpose of qualifying the Note as "Qualified Tax Exempt Obligations"pursuant to the Internal Revenue Code of the United States,the Issuer designates the Note as qualified tax- exempt obligations and represents that the reasonably anticipated amount of tax exempt governmental and Code Section 50l(c)3 obligations which will be issued during the current calendar year will not exceed Ten (10)Million Dollars. Section 20.Repeal of Conflicting Resolutions or Ordinances.All ordinances and resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed. PASSED AND APPROVED this 21st day of July,2008. 1-17- Attest: ROLL CALL VOTE Donald L.Bailey,Jr. Casey L.Harvey C.Isaiah McGee Darlene Stanton Mike Watts AYE X X X X X NAY ABSENT ABSTAIN -18-