HomeMy Public PortalAboutResolutions-2012-37RESOLUTION NO. 2012 -37
Resolution approving Bond Purchase Agreement and authorizing the issuance of
$6,100,000 General Obligation Corporate Purpose and Refunding Bonds, Series
2012A, and providing for the levy of taxes to pay the same
WHEREAS, the City of Tiffin (the "City "), in Johnson County, State of Iowa, pursuant
to the provisions of Section 384.24A of the Code of Iowa, has proposed to enter into a loan
agreement (the "Essential Corporate Purpose Loan Agreement ") in a principal amount not to
exceed $6,300,000 for the essential corporate purposes of paying the costs, to that extent, of (1)
constructing street, water system, water tower, sanitary sewer and storm sewer improvements
(the "Infra- structure Projects "); (2) effecting improvements to existing municipal parks (the
"Parks Projects "); and (3) current refunding (the "Current Refunding ") the City's outstanding
General Obligation Sewer Improvement Bond, SRF Series 1999A (the "Series 1999A Bond "),
dated September 30, 1999, General Obligation Sewer Improvement Bond, SRF Series 1999B
(the "Series 1999B Bond "), dated September 30, 1999 and the General Obligation Water
Improvement Bond, SRF Series 2003 (the "Series 2003 Bond "), dated December 12, 2003, and it
is necessary to fix a date of meeting of the City Council at which it is proposed to take action to
enter into the Essential Corporate Purpose Loan Agreement and to give notice thereof as required
by such law; and
WHEREAS, pursuant to the provisions of Section 384.24A of the Code of Iowa, the City
has also proposed to enter into a loan agreement (the "General Corporate Purpose Loan
Agreement ") in a principal amount not to exceed $225,000 for the general corporate purpose of
paying the cost, to that extent, of constructing improvements to City Hall and municipal parking
lots (the "Facilities Projects ") (collectively, hereinafter the Infra - structure Projects, the Parks
Projects and the Facilities Projects are collectively referred to as the "Projects "), and in lieu of
calling an election thereon, the City desires to institute proceedings to enter into the General
Corporate Purpose Loan Agreement by causing a notice of such proposal to be published,
including notice of the right to petition for an election, under the provisions of Section 384.26 of
the Code of Iowa; and
WHEREAS, pursuant to Section 384.28 of the Code of Iowa, the City Council intends to
combine the Essential Corporate Purpose Loan Agreement and the General Corporate Purpose
Loan Agreement into a single loan agreement (the "Loan Agreement ") and to offer an initial
issuance of $6,100,000 General Obligation Corporate Purpose and Refunding Bonds, Series
2012A (the "Bonds ") in evidence of its obligations thereunder; and
WHEREAS, a Preliminary Official Statement (the "P.O.S. ") has been prepared to
facilitate the sale of the Bonds, and the City has made provision for the approval of the P.O.S.
and authorized its use by Northland Securities, Inc. (the "Underwriter ");
WHEREAS, the Underwriter has prepared a certain Bond Purchase Agreement (the
"Bond Purchase Agreement ") with respect to the Loan Agreement and the Bonds, and it is now
necessary for the City Council to approve the Bond Purchase Agreement and make provision for
its execution and delivery; and
WHEREAS, it is now necessary (i) to take final action for approval of the Loan
Agreement and the issuance of the Bonds; and (ii) to authorize the call of the Series 1999A
Bond, the Series 1999B Bond, and the Series 2003 Bond for redemption on September 12, 2012;
NOW, THEREFORE, Be It Resolved by the City Council of the City of Tiffin, Iowa, as
follows:
Section 1. The City Council hereby approves the Bond Purchase Agreement with the
Underwriter in substantially the form as has been presented to the City Council. The Mayor and
the City Clerk are hereby authorized to execute the Bond Purchase Agreement on behalf of the
City and to deliver the same to the Underwriter.
Section 2. The Essential Purpose Loan Agreement and the General Purpose Loan
Agreement are hereby combined into the Loan Agreement and the City shall enter into the Loan
Agreement with the Underwriter in substantially the form as has been placed on file with the
City Council, providing for a loan to the City in the principal amount of $6,100,000, for the
purpose set forth in the preamble hereof.
The Mayor and City Clerk are hereby authorized and directed to sign the Loan
Agreement on behalf of the City, and the Loan Agreement is hereby approved.
Section 3. The Bonds, in the aggregate principal amount of $6,100,000, are hereby
authorized to be issued in evidence of the City's obligations under the Loan Agreement. The
Bonds shall be dated September 1, 2012, shall be issued in the denomination of $5,000 each or
any integral multiple thereof and shall mature on June 1 in each of the years, in the respective
principal amounts, and bear interest at the respective rates as follows:
Principal Interest Rate Principal Interest Rate
Year Amount Per Annum Year Amount Per Annum
2013 $450,000 1.00% 2021 $395,000 1.75%
2014 $430,000 1.00% 2022 $405,000 2.00%
2015 $435,000 1.00% 2023 $410,000 2.00%
2016 $440,000 1.00% 2024 $335,000 2.15%
2017 $445,000 1.00% 2025 $345,000 2.30%
2018 $450,000 1.20% 2026 $350,000 2.40%
2019 $460,000 1.35% 2027 $360,000 2.50%
2020 $390,000 1.55%
Section 4. Bankers Trust Company, Des Moines, Iowa, is hereby designated as the
Registrar and Paying Agent for the Bonds and may be hereinafter referred to as the "Registrar"
or the "Paying Agent." The City shall enter into an agreement (the "Registrar /Paying Agent
Agreement ") with the Registrar, in substantially the form as has been placed on file with the
Council; the Mayor and City Clerk are hereby authorized and directed to sign the
Registrar /Paying Agent Agreement on behalf of the City; and the Registrar/Paying Agent
Agreement is hereby approved.
The City reserves the right to prepay part or all of the principal of the Bonds maturing in
each of the years 2020 to 2027, inclusive, prior to and in any order of maturity on June 1, 2019,
or on any date thereafter upon terms of par and accrued interest. If less than all of the Bonds of
any like maturity are to be redeemed, the particular part of those Bonds to be redeemed shall be
selected by the Registrar by lot. The Bonds may be called in part in one or more units of $5,000.
If less than the entire principal amount of any Bond in a denomination of more than
$5,000 is to be redeemed, the Registrar will issue and deliver to the registered owner thereof,
upon surrender of such original Bond, a new Bond or Bonds, in any authorized denomination, in
a total aggregate principal amount equal to the unredeemed balance of the original Bond. Notice
of such redemption as aforesaid identifying the Bond or Bonds (or portion thereof) to be
redeemed shall be sent by electronic means or mailed by registered mail to the registered owners
thereof at the addresses shown on the City's registration books not less than 30 days prior to such
redemption date. Any notice of redemption may contain a statement that the redemption is
conditioned upon the receipt by the Paying Agent of funds on or before the date fixed for
redemption sufficient to pay the redemption price of the Bonds so called for redemption, and that
if funds are not available, such redemption shall be cancelled by written notice to the owners of
the Bonds called for redemption in the same manner as the original redemption notice was sent.
All of such Bonds as to which the City reserves and exercises the right of redemption and as to
which notice as aforesaid shall have been given and for the redemption of which funds are duly
provided, shall cease to bear interest on the redemption date.
Accrued interest on the Bonds shall be payable semiannually on the first day of June and
December in each year, commencing June 1, 2013. Interest shall be calculated on the basis of a
360 -day year comprised of twelve 30 -day months. Payment of interest on the Bonds shall be
made to the registered owners appearing on the registration books of the City at the close of
business on the fifteenth day of the month next preceding the interest payment date and shall be
paid to the registered owners at the addresses shown on such registration books. Principal of the
Bonds shall be payable in lawful money of the United States of America to the registered owners
or their legal representatives upon presentation and surrender of the Bond or Bonds at the office
of the Paying Agent.
The Bonds shall be executed on behalf of the City with the official manual or facsimile
signature of the Mayor and attested with the official manual or facsimile signature of the City
Clerk, and shall be fully registered Bonds without interest coupons. In case any officer whose
signature or the facsimile of whose signature appears on the Bonds shall cease to be such officer
before the delivery of the Bonds, such signature or such facsimile signature shall nevertheless be
valid and sufficient for all purposes, the same as if such officer had remained in office until
delivery.
The Bonds shall not be valid or become obligatory for any purpose until the Certificate of
Authentication thereon shall have been signed by the Registrar.
The Bonds shall be fully registered as to principal and interest in the names of the owners
on the registration books of the City kept by the Registrar, and after such registration, payment of
the principal thereof and interest thereon shall be made only to the registered owners or their
legal representatives or assigns. Each Bond shall be transferable only upon the registration
books of the City upon presentation to the Registrar, together with either a written instrument of
transfer satisfactory to the Registrar or the assignment form thereon completed and duly
executed by the registered owner or the duly authorized attorney for such registered owner.
The record and identity of the owners of the Bonds shall be kept confidential as provided
by Section 22.7 of the Code of Iowa.
Section 5. Notwithstanding anything above to the contrary, the Bonds shall be issued
initially as Depository Bonds, with one fully registered Bond for each maturity date, in principal
amounts equal to the amount of principal maturing on each such date, and registered in the name
of Cede & Co., as nominee for The Depository Trust Company, New York, New York ( "DTC ").
On original issue, the Bonds shall be deposited with DTC for the purpose of maintaining a book -
entry system for recording the ownership interests of its participants and the transfer of those
interests among its participants (the "Participants "). In the event that DTC determines not to
continue to act as securities depository for the Bonds or the City determines not to continue the
book -entry system for recording ownership interests in the Bonds with DTC, the City will
discontinue the book -entry system with DTC. If the City does not select another qualified
securities depository to replace DTC (or a successor depository) in order to continue a book -
entry system, the City will register and deliver replacement Bonds in the form of fully registered
certificates, in authorized denominations of $5,000 or integral multiples of $5,000, in accordance
with instructions from Cede & Co., as nominee for DTC. In the event that the City identifies a
qualified securities depository to replace DTC, the City will register and deliver replacement
Bonds, fully registered in the name of such depository, or its nominee, in the denominations as
set forth above, as reduced from time to time prior to maturity in connection with redemptions or
retirements by call or payment, and in such event, such depository will then maintain the book -
entry system for recording ownership interests in the Bonds.
Ownership interests in the Bonds may be purchased by or through Participants. Such
Participants and the persons for whom they acquire interests in the Bonds as nominees will not
receive certificated Bonds, but each such Participant will receive a credit balance in the records
of DTC in the amount of such Participant's interest in the Bonds, which will be confirmed in
accordance with DTC's standard procedures. Each such person for which a Participant has an
interest in the Bonds, as nominee, may desire to make arrangements with such Participant to
have all notices of redemption or other communications of the City to DTC, which may affect
such person, forwarded in writing by such Participant and to have notification made of all
interest payments.
The City will have no responsibility or obligation to such Participants or the persons for
whom they act as nominees with respect to payment to or providing of notice for such
Participants or the persons for whom they act as nominees.
As used herein, the term `Beneficial Owner" shall hereinafter be deemed to include the
person for whom the Participant acquires an interest in the Bonds.
DTC will receive payments from the City, to be remitted by DTC to the Participants for
subsequent disbursement to the Beneficial Owners. The ownership interest of each Beneficial
Owner in the Bonds will be recorded on the records of the Participants whose ownership interest
will be recorded on a computerized book -entry system kept by DTC.
When reference is made to any action which is required or permitted to be taken by the
Beneficial Owners, such reference shall only relate to those permitted to act (by statute,
regulation or otherwise) on behalf of such Beneficial Owners for such purposes. When notices
are given, they shall be sent by the City to DTC, and DTC shall forward (or cause to be
forwarded) the notices to the Participants so that the Participants can forward the same to the
Beneficial Owners.
Beneficial Owners will receive written confirmations of their purchases from the
Participants acting on behalf of the Beneficial Owners detailing the terms of the Bonds acquired.
Transfers of ownership interests in the Bonds will be accomplished by book entries made by
DTC and the Participants who act on behalf of the Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interest in the Bonds, except as specifically
provided herein. Interest and principal will be paid when due by the City to DTC, then paid by
DTC to the Participants and thereafter paid by the Participants to the Beneficial Owners.
Section 6. The Bonds shall be in substantially the following form:
No.
(Form of Bond)
UNITED STATES OF AMERICA
STATE OF IOWA COUNTY OF JOHNSON
CITY OF TIFFIN
GENERAL OBLIGATION CORPORATE PURPOSE AND REFUNDING BOND,
SERIES 2012A
RATE
%
$
MATURITY DATE BOND DATE CUSIP
June 1, September 1, 2012
The City of Tiffin (the "City "), in Johnson County, State of Iowa, for value received,
promises to pay on the maturity date of this Bond to
Cede & Co.
New York, New York
or registered assigns, the principal sum of
THOUSAND DOLLARS
in lawful money of the United States of America upon presentation and surrender of this Bond at
the office of Bankers Trust Company, Des Moines, Iowa (hereinafter referred to as the
"Registrar" or the "Paying Agent "), with interest on said sum, until paid, at the rate per annum
specified above from the date of this Bond, or from the most recent interest payment date on
which interest has been paid, on June 1 and December 1 of each year, commencing June 1, 2013,
except as the provisions hereinafter set forth with respect to redemption prior to maturity may be
or become applicable hereto. Interest on this Bond is payable to the registered owner appearing
on the registration books of the City at the close of business on the fifteenth day of the month
next preceding the interest payment date, and shall be paid to the registered owner at the address
shown on such registration books. Interest shall be calculated on the basis of a 360 -day year
comprised of twelve 30 -day months.
This Bond shall not be valid or become obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by the Registrar.
This Bond is one of a series of General Obligation Corporate Purpose and Refunding
Bonds, Series 2012A (the "Bonds ") issued by the City to evidence its obligation under a certain
loan agreement, dated as of September 1, 2012 (the "Loan Agreement "), entered into by the City
for the purpose of paying the costs, to that extent, of (1) constructing street, water system, water
tower, sanitary sewer and storm sewer improvements; (2) effecting improvements to existing
municipal parks; (3) constructing improvements to City Hall and Municipal Parking Lots; and
(4) current refunding the outstanding balance of the City's General Obligation Sewer
Improvement Bond, SRF Series 1999A, dated September 30, 1999, General Obligation Sewer
Improvement Bond, SRF Series 1999B, dated September 30, 1999 and the General Obligation
Water Improvement Bond, SRF Series 2003, dated December 12, 2003.
The Bonds are issued pursuant to and in strict compliance with the provisions of
Chapters 76 and 384 of the Code of Iowa, 2011, and all other laws amendatory thereof and
supplemental thereto, and in conformity with a resolution of the City Council, adopted on
August 8, 2012, authorizing and approving the Loan Agreement and providing for the issuance
and securing the payment of the Bonds (the "Resolution "), and reference is hereby made to the
Resolution and the Loan Agreement for a more complete statement as to the source of payment
of the Bonds and the rights of the owners of the Bonds.
The City reserves the right to prepay part or all of the principal of the Bonds maturing in
each of the years 2020 to 2027, inclusive, prior to and in any order of maturity on June 1, 2019,
or on any date thereafter upon terms of par and accrued interest. If less than all of the Bonds of
any like maturity are to be redeemed, the particular part of those Bonds to be redeemed shall be
selected by the Registrar by lot. The Bonds may be called in part in one or more units of $5,000.
If less than the entire principal amount of any Bond in a denomination of more than
$5,000 is to be redeemed, the Registrar will issue and deliver to the registered owner thereof,
upon surrender of such original Bond, a new Bond or Bonds, in any authorized denomination, in
a total aggregate principal amount equal to the unredeemed balance of the original Bond. Notice
of such redemption as aforesaid identifying the Bond or Bonds (or portion thereof) to be
redeemed shall be sent by electronic means or mailed by registered mail to the registered owners
thereof at the addresses shown on the City's registration books not less than 30 days prior to such
redemption date. Any notice of redemption may contain a statement that the redemption is
conditioned upon the receipt by the Paying Agent of funds on or before the date fixed for
redemption sufficient to pay the redemption price of the Bonds so called for redemption, and that
if funds are not available, such redemption shall be cancelled by written notice to the owners of
the Bonds called for redemption in the same manner as the original redemption notice was sent.
All of such Bonds as to which the City reserves and exercises the right of redemption and as to
which notice as aforesaid shall have been given and for the redemption of which funds are duly
provided, shall cease to bear interest on the redemption date.
This Bond is fully negotiable but shall be fully registered as to both principal and interest
in the name of the owner on the books of the City in the office of the Registrar, after which no
transfer shall be valid unless made on said books and then only upon presentation of this Bond to
the Registrar, together with either a written instrument of transfer satisfactory to the Registrar or
the assignment form hereon completed and duly executed by the registered owner or the duly
authorized attorney for such registered owner.
The City, the Registrar and the Paying Agent may deem and treat the registered owner
hereof as the absolute owner for the purpose of receiving payment of or on account of principal
hereof, premium, if any, and interest due hereon and for all other purposes, and the City, the
Registrar and the Paying Agent shall not be affected by any notice to the contrary.
And It Is Hereby Certified and Recited that all acts, conditions and things required by the
laws and Constitution of the State of Iowa, to exist, to be had, to be done or to be performed
precedent to and in the issue of this Bond were and have been properly existent, had, done and
performed in regular and due form and time; that provision has been made for the levy of a
sufficient continuing annual tax on all the taxable property within the City for the payment of the
principal of and interest on this Bond as the same will respectively become due; that the faith,
credit, revenues and resources and all the real and personal property of the City are irrevocably
pledged for the prompt payment hereof, both principal and interest; and that the total
indebtedness of the City, including this Bond, does not exceed any constitutional or statutory
limitations.
IN TESTIMONY WHEREOF, the City of Tiffin, Iowa, by its City Council, has caused
this Bond to be executed with the duly authorized facsimile signature of its Mayor and attested
with the duly authorized facsimile signature of its City Clerk, as of September 1, 2012.
CITY OF TIFFIN, IOWA
By (DO NOT SIGN)
Mayor
Attest:
(DO NOT SIGN)
City Clerk
Registration Date: (Registration Date)
REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within - mentioned Resolution.
BANKERS TRUST COMPANY
Des Moines, Iowa
Registrar
By (Authorized Signature)
Authorized Officer
ABBREVIATIONS
The following abbreviations, when used in this Bond, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM
TEN ENT
JT TEN
as tenants in common
as tenants by the entireties
as joint tenants with right of
survivorship and not as tenants in
common
UTMA
As Custodian for
(Custodian)
(Minor)
under Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the list above.
ASSIGNMENT
For valuable consideration, receipt of which is hereby acknowledged, the undersigned assigns this Bond to
(Please print or type name and address of Assignee)
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
and does hereby irrevocably appoint , Attorney, to transfer this Bond on the
books kept for registration thereof with full power of substitution.
Dated:
Signature guaranteed:
(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 signatures to be guaranteed by
certain eligible guarantor institutions that participate in
a recognized signature guarantee program.)
NOTICE: The signature to this Assignment must
correspond with the name of the registered owner as it
appears on this Bond in every particular, without alteration
or enlargement or any change whatever.
Section 7. The Bonds shall be executed as herein provided as soon after the adoption
of this resolution as may be possible, and thereupon they shall be delivered to the Registrar for
registration, authentication and delivery to or on behalf of the Underwriter, upon receipt of the
loan proceeds, including amounts attributable to premium and accrued interest (the "Loan
Proceeds "), and all action heretofore taken in connection with the Loan Agreement is hereby
ratified and confirmed in all respects.
A portion of the Loan Proceeds, $4,734,060.75 (the "Project Proceeds "), received from
the sale of the Bonds shall be deposited in a dedicated fund (the "Project Fund "), which is hereby
created, to be used for the payment of costs of the Project, and to the extent that Project Proceeds
remain after the full payment of the costs of the Project, such Project Proceeds shall be
transferred to the Debt Service Fund for the payment of interest on the Bonds.
A portion of the Loan Proceeds, in the amount of $2,650.14 (accrued interest) will be
deposited into the Debt Service Fund for payment of interest on the Bonds.
A portion of the Loan Proceeds, $1,285,731.25 (the "Current Refunding Proceeds ")
received from the sale of the Bonds shall be deposited into a separate and segregated fund and
used to carry out the Current Refunding within 90 -days of September 12, 2012.
The City shall keep a detailed and segregated accounting of the expenditure of, and
investment earnings on, the Project Proceeds and the Refunding Proceeds to ensure compliance
with the requirements of the Internal Revenue Code, as hereinafter defined.
Section 8. For the purpose of providing for the levy and collection of a direct annual
tax sufficient to pay the principal of and interest on the Bonds as the same become due, there is
hereby ordered levied on all the taxable property in the City in each of the years while the Bonds
are outstanding, a tax sufficient for that purpose, and in furtherance of this provision, but not in
limitation thereof, there is hereby levied on all the taxable property in the City the following
direct annual tax for collection in each of the following fiscal years:
For collection in the fiscal year beginning July 1, 2013,
sufficient to produce the net annual sum of $520,905;
For collection in the fiscal year beginning July 1, 2014,
sufficient to produce the net annual sum of $521,605;
For collection in the fiscal year beginning July 1, 2015,
sufficient to produce the net annual sum of $522,255;
For collection in the fiscal year beginning July 1, 2016,
sufficient to produce the net annual sum of $522,855;
For collection in the fiscal year beginning July 1, 2017,
sufficient to produce the net annual sum of $523,405;
For collection in the fiscal year beginning July 1, 2018,
sufficient to produce the net annual sum of $528,005;
For collection in the fiscal year beginning July 1, 2019,
sufficient to produce the net annual sum of $451,795;
For collection in the fiscal year beginning July 1, 2020,
sufficient to produce the net annual sum of $450,750;
For collection in the fiscal year beginning July 1, 2021,
sufficient to produce the net annual sum of $453,838;
For collection in the fiscal year beginning July 1, 2022,
sufficient to produce the net annual sum of $450,738;
For collection in the fiscal year beginning July 1, 2023,
sufficient to produce the net annual sum of $367,538;
For collection in the fiscal year beginning July 1, 2024,
sufficient to produce the net annual sum of $370,335;
For collection in the fiscal year beginning July 1, 2025,
sufficient to produce the net annual sum of $367,400;
For collection in the fiscal year beginning July 1, 2026,
sufficient to produce the net annual sum of $369,000.
Section 9. A certified copy of this resolution shall be filed with the County Auditor
of Johnson County, and the County Auditor is hereby instructed to enter for collection and assess
the tax hereby authorized. When annually entering such taxes for collection, the County Auditor
shall include the same as a part of the tax levy for Debt Service Fund purposes of the City and
when collected, the proceeds of the taxes shall be converted into the Debt Service Fund of the
City and set aside therein as a special account to be used solely and only for the payment of the
principal of and interest on the Bonds hereby authorized and for no other purpose whatsoever.
Any amount received by the City as accrued interest on the Bonds shall be deposited into such
special account and used to pay interest due on the Bonds on the first interest payment date.
Pursuant to the provisions of Section 76.4 of the Code of Iowa, each year while the
Bonds remain outstanding and unpaid, any funds of the City which may lawfully be applied for
such purpose, including Waterworks Utility Revenues, incremental property tax revenues as
provided for in Section 403.19 of the Code of Iowa, may be appropriated, budgeted and, if
received, used for the payment of the principal of and interest on the Bonds as the same become
due, and if so appropriated, the taxes for any given fiscal year as provided for in Section 8 of this
Resolution, shall be reduced by the amount of such alternate funds as have been appropriated for
said purpose and evidenced in the City's budget. The City Council hereby declares and reaffirms
its intention to use incremental property tax revenues, pursuant to Sections 403.9, 403.12 and
403.19 of the Code of Iowa for the payment of the portion of the principal of and interest on the
Bonds attributable to the proportionate amount of the Loan Proceeds as will be used for the
funding of urban renewal projects.
•
Section 10. The City Clerk, as Registrar and Paying Agent for the Series 1999A Bond,
the Series 1999B Bond and the Series 2003 Bond, is hereby authorized to take all action
necessary to call the outstanding balance of such Notes for early redemption on September 1,
2012 (the "Redemption Date "), and all action heretofore taken in this regard is hereby ratified
and affirmed.
Section 11. The interest or principal and both of them falling due in any year or years
shall, if necessary, be paid promptly from current funds on hand in advance of taxes levied and
when the taxes shall have been collected, reimbursement shall be made to such current funds in
the sum thus advanced.
The City hereby pledges the faith, credit, revenues and resources and all of the real and
personal property of the City for the full and prompt payment of the principal of and interest on
the Bonds.
Section 12. It is the intention of the City that interest on the Bonds be and remain
excluded from gross income for federal income tax purposes pursuant to the appropriate
provisions of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations in
effect with respect thereto (all of the foregoing herein referred to as the "Internal Revenue
Code "). In furtherance thereof, the City covenants to comply with the provisions of the Internal
Revenue Code as they may from time to time be in effect or amended and further covenants to
comply with the applicable future laws, regulations, published rulings and court decisions as may
be necessary to insure that the interest on the Bonds will remain excluded from gross income for
federal income tax purposes. Any and all of the officers of the City are hereby authorized and
directed to take any and all actions as may be necessary to comply with the covenants herein
contained.
The City hereby designates the Bonds as "Qualified Tax Exempt Obligations" as that
term is used in Section 265(b)(3)(B) of the Internal Revenue Code.
Section 13. The Securities and Exchange Commission (the "SEC ") has promulgated
certain amendments to Rule 15c2 -12 under the Securities Exchange Act of 1934 (17 C.F.R. §
240.15c2 -12) (the "Rule ") that make it unlawful for an underwriter to participate in the primary
offering of municipal securities in a principal amount of $1,000,000 or more unless, before
submitting a bid or entering into a purchase contract for such securities, an underwriter has
reasonably determined that the issuer or an obligated person has undertaken in writing for the
benefit of the holders of such securities to provide certain disclosure information to prescribed
information repositories on a continuing basis so long as such securities are outstanding.
On the date of issuance and delivery of the Bonds, the City will execute and deliver a
Continuing Disclosure Certificate pursuant to which the City will undertake to comply with the
Rule. The City covenants and agrees that it will comply with and carry out the provisions of the
Continuing Disclosure Certificate. Any and all of the officers of the City are hereby authorized
and directed to take any and all actions as may be necessary to comply with the Rule and the
Continuing Disclosure Certificate.
Section 14. All resolutions or parts thereof in conflict herewith are hereby repealed to
the extent of such conflict.
Attest:
;2
Passed and approved August 8, 2012.
Mayor