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HomeMy WebLinkAbout2010-05-17-Resolutions 10-148_Bonds - GO Golf Course CLN Series 2010 - IssuanceRESOLUTION 10-148 RESOLUTION APPROVING AND AUTHORIZING A FORM OF LOAN AGREEMENT AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF A $516,190 GENERAL OBLIGATION REFUNDING CAPITAL LOAN NOTE,SERIES 2010,AND LEVYING A TAX TO PAY THE NOTE WHEREAS,the Issuer is duly incorporated,organized and exists under and by vittue of the laws and Constitution ofthe State ofIowa;and WHEREAS,the Issuer is in need of funds to pay costs of adjusting,extending and refunding existing General Obligation indebtedness including the outstanding portion of the $700,000 General Obligation Golf Course Note,Series 2005,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 2010,to the amount of $516,190 be authorized for said purpose;and WHEREAS,pursuant to notice published as required by Sections 384.24,384.24A and 384.25 of said Code,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 a $516,190 Capital Loan Note;and NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WAUKEE,STATE OF 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: D "Issuer"and "City"shall mean the City of Waukee,State ofIowa. 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 created in Section 4 ofthis Resolution. D "Note"shall mean the $516,190 General Obligation Refunding Capital Loan Note,Series 2010,authorized to be issued by this Resolution. o "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. o "Project"shall mean the costs of adjusting,extending and refunding existing General Obligation indebtedness including the outstanding portion of the $700,000 General Obligation Golf Course Note,Series 2005. o "Project Fund"shall mean the fund into which a portion ofthe proceeds that will be used,together with interest earnings thereon,to pay the principal,interest and redemption premium,if any,on the Refunded Bonds. o "Rebate Fund''shall mean the fund so defined in and established pursuant to the Tax Exemption Certificate. o "Refunded Bonds"shall mean $516,190 of the $700,000 General Obligation Golf Course Note,Series 2005,dated March 4,2005. o "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. o "Resolution"shall mean this resolution authorizing the Note. o "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. o "Treasurer"shall mean the Director of Finance 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. 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. Section 3.Levv and Certifrcation of Annual Tax;Other Funds to be Used. (a)Levv of Annual Tax.That for the purpose of providing funds to pay the principal and interest of the Notes hereinafter authorized to be issued,there is hereby levied for each future year the following direct annual tax on all of the taxable property in the City of Waukee,State ofIowa,to-wit: AMOUNT FISCAL YEAR (JULY 1 TO ruNE 30) YEAR OF COLLECTION $62,378 $62,378 $62,378 $313,188 2010-2011 2012-2013 2013-2014 2014-2015 (NOTE:For example the levy to be made and certified against the taxable valuations of January 1,2009,will be collected during the fiscal year commencing July 1,2010). (b)Resolution to be Filed With County Auditor.A certified copy of this Resolution shall be filed with the Auditor of Dallas County,Iowa and the Auditor is hereby instructed in and for each of the 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 ofthe 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. Section 4.Note Flmd.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 Debt Service Fund to be lrnown as the "GENERAL OBLIGATION CAPITAL LOAN NOTE FUND NO.1"(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;and also there shall be apportioned to said fund its proportion oftaxes received by the City from property that is centrally assessed by the State ofIowa. 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 therefrom for the purposes of the Project.Proceeds invested shall mature before the date on which the moneys are required for payment of principal and interest on the Refunded Bonds.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,2009 (formerly Chapter 452,Code ofIowa,as amended)or deposited in financial institutions which are members ofthe 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 seemed in compliance with the State Sinking Fund provided under Chapter 12C of the Code ofIowa,2009,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.General Obligation Refunding Capital Loan Note,Series 2010,of the City in the total amount of$516,190,shall be issued to evidence the obligations of the Issuer under the Loan Agreement pursuant to the provisions of Section 384.24A of the City Code ofIowa,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 "$516,190 GENERAL OBLIGATION REFUNDING CAPITAL LOAN NOTE,SERIES 2010",be dated June 1,2010. The Notes 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. Principal of the Note shall bear interest at the rate of3.75%per annum. Thereafter,both principal of and interest on the Note shall be payable in equal semiannual installments in the amount of$3l,188.97 each,due on the first day of June and December each year,commencing December 1,2010,and continuing through and including December 1,2014,with one final installment of all remaining principal and interest due thereon at maturity on June 1,2015.All payments shall be applied first to the payment of interest due and next to the reduction of principal.Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. (b)Redemption.The City reserves the right to prepay principal on the Note in whole or in part at any time prior to and in any order ofmatnrity on terms of par and accrued interest.All principal so prepaid shall cease to bear interest on the prepayment date. Section 8.Registration of Notes;Appointment of Registrar;Transfer;Ownership; DelivelY;and Cancellation. (a)Registration.The ownership of 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.The 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 Notes for the payment of 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 the Note may be transferred only upon the Registration Books kept for the registration and transfer ofthe Note and only upon surrender thereof at the office of the Registrar together with an assigmnent 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,ifregistration 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 unmatured 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 Transfened Note.In all cases of the transfer of the 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 ofthe Registrar shall be deemed and regarded as the absolute owner thereof for all purposes,and payment of or on account of the principal of the Note and the premium,if any,and interest thereon shall be made only 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)Cancel1ation.The Note which has been redeemed shall not be reissued but shall be cancelled by the Registrar.The Note which is cancelled by the Registrar shal1 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. (f)Non-Presentment of Notes.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 Notes.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 of like 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 fumishing the Registrar and Issuer with satisfactory indemnity 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 of the Issuer in respect of such Notes to the extent of the payments so made. Payment of principal shall only be made upon surrender of the Note to the Paying Agent. Section 11.Execution,Authentication and Delivery of the Notes.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.No Note 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 form ofthe 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. 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. 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) (Continued) FIGURE 2 (Back) (16) The text of the Notes 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 REFUNDING CAPITAL LOAN NOTE" "SERIES 2010" "ESSENTIAL CORPORATE PURPOSE" Rate:3.75% Maturity:June 1,2015 Note Date:June 1,2010 CUSIP No.:N/A "Registered" Certificate No.1 Principal Amount:$516,190 Item 9,figure 1=The City of Waukee,State ofIowa,a municipal corporation organized and existing under and by virtue of the Constitution and laws of the 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 FIVE HUNDRED SIXTEEN THOUSAND ONE HUNDRED NINETY 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 the City Clerk,Paying Agent of this issue,or its successor,with interest on said sum from the date hereof until paid at the rate per annum specified above. Principal of the Note shall bear interest at the rate of3.75%per annum. Thereafter,both principal of and interest on the Note shall be payable in equal semiannual installments in the amount of$3l,188.97 each,due on the frrst day of June and December each year,commencing December 1,2010,and continuing through and including December 1,2014,with one frnal instalhnent of all remaining principal and interest due thereon at maturity on June 1,2015.All payments shall be applied frrst to the payment of interest due and next to the reduction of principal.Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. The City reserves the right to prepay principal on the Note in whole or in part at any time prior to and in any order of maturity on terms of par and accrued interest.All principal so prepaid shall cease to bear interest on the prepayment date. 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 ofthe 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 Section 384.24A of the City Code of Iowa,for the purpose of paying costs of adjusting,extending and refunding existing General Obligation indebtedness including the outstanding portion of the $700,000 General Obligation Golf Course Note,Series 2005,and in order to evidence the obligations of the Issuer under a certain Loan Agreement dated the date hereof,in conformity to a Resolution of the Council of the Issuer duly passed and approved.For a complete statement ofthe 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. 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 offrce 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 ofthe Issuer for the payment of the principal and interest of this 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 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 City for purposes of Section 265(b )(3)(B)of the Internal Revenue Code ofl986. IN TESTIMONY WHEREOF,the Issuer by its Council,has caused this Note to be signed by the manual signature of its Mayor and attested by the manual signature of its City Clerk,with the seal of said City impressed hereon,and to be authenticated by the manual signature of an authorized representative of the Registrar,City Clerk,Waukee, Iowa. Item 11,figure 1 Item 12,figure 1 Date of authentication: This is one of the Notes described in the within mentioned Resolution,as registered by the City Clerk CITY CLERK.,Registrar 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 Item 15,figure 1 = (Seal) (Signature Block) CITY OF WAUKEE,STATE OF IOWA 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 of this 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 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 City 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 manual signature of its Mayor and attested by the manual signature of its City Clerk,with the seal of said City impressed hereon,and to be authenticated by the manual signature of an authorized representative of the Registrar,City Clerk,Waukee, Iowa. Item 11,figure 1 = Item 12,figure 1 Date of authentication: This is one of the Notes described in the within mentioned Resolution,as registered by the City Clerk CITY CLERK,Registrar 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 Item 15,figure 1 (Seal) (Signature Block) CITY OF WAUKEE,STATE OF IOWA 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 Note(s)in every particular without alteration or enlargement or ally change whatever.Signature guarantee 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 guarantee program. INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER Name of Transferee(s) Address of Transfereets)_ Social Security or Tax Identification Number of Transferee(s)_ Transferee is a(n): Individual* Partnership Corporation _ 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 IT TEN -as joint tenants with rights 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 ofthe 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 ofthe Note issued hereunder which will cause the Note to be classified as arbitrage notes within the meaning of Sections l48(a)and (b)of the Intemal Revenue Code ofthe United States,as amended,and that throughout the term of the Note it will comply with the requirements of statutes 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 notes.Without limiting the generality of the foregoing,the Issuer hereby agrees to comply with the provisions of the 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 and to execute and deliver the Tax Exemption Certificate at issuance of the Note to certify as to the reasonable expectations and covenants ofthe 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 mauner;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.The Note currently refunds an obligation oflike principal amount,which was previously designated by the Issuer as a "Qualified Tax Exempt Obligation"pursuant to the Internal Revenue Code ofthe United States.Accordingly,$516,190 of the principal amount of the Note retains such designation pursuant to Section 265(b )(3)(D)of the Internal Revenue Code. 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 17th day of May,2010. ATTEST: ROLL CALL VOTE Shane Blanchard Dan Dutcher Casey L.Harvey Darlene Stanton Mike Watts AYE X X X X NAY ABSENT ABSTAIN X