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