12-19-2007 Council Agenda - Laserfiche WebLink

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contained invalid, inoperative, or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or paragraphs in this Resolution contained shall not affect the remaining portions of this Resolution or any part thereof 3.2 Authentication of Transcript. The officers of the City are directed to furnish to Bond Counsel certified copies of this Resolution and all documents referred to herein, and affidavits or certificates as to all other matters which are reasonably necessary to evidence the validity of the Note. All such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute recitals of the City as to the correctness of all statements contained therein. 3.3 Authorization to Execute Agreements. The forms of the proposed Note, Loan Agreement and the Pledge Agreement are hereby approved in substantially the form heretofore presented to the City Council together with such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by Bond Counsel and the City Attorney prior to the execution of the documents, and the Mayor and City Administrator are authorized to execute the Note, the Loan Agreement and the Pledge Agreement in the name of and on behalf of the City and such other documents, certifications and statements, including without limitation a tax exemption agreement and Internal Revenue Service Form 8038, as Bond Counsel considers appropriate in connection with the issuance of the Note. In the event of the absence or disability of the Mayor or the City Administrator such officers of the City as, in the opinion of the City Attorney, may act in their behalf, shall without further act or authorization of the Board do all things and execute all instruments and documents required to be done or executed by such absent or disabled officers. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. 3.4 Qualified Tax Exempt Obligation. In order to qualify the Note as "qualified tax - exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code "), the City hereby makes the following factual statements and representations; 2110606v2 (a) the Note is not treated as a "private activity bond" under Section 265(b)(3) of the Code; (b) the City hereby designates the Note as a qualified tax - exempt obligation for purposes of Section 265(b)(3) of the Code; (c) the reasonably anticipated amount of tax - exempt obligations (other than obligations described in clause (ii) of Section 265(b)(3)(C) of the Code) which will be issued by the City (and all entities whose obligations will be aggregated with those of the City) during the calendar year 2007 will not exceed $10,000,000; and (d) not more than $10,000,000 of obligations issued by the City during the calendar year 2007 have been designated for purposes of Section 265(b)(3) of the Code. 3.5 Effective Date. This Resolution shall take effect immediately upon adoption. -6-