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
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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.
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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.
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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.
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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
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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
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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
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(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.
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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
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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)
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(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
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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
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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]
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[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 _
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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
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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.
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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
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