02-23-2005 Council Agenda - Laserfiche WebLink

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F. Little Canada has not issued during calendar year 2005, and does not expect to issue during calendar year 2005 governmental bonds or qualified 501(c)(3) bonds within the meaning of Section 265(b) of the Code, or any other obligations that need to be taken into account in determining whether Little Canada is a "qualified small issuer within the meaning of Section 265(b) of the Code in an amount which, together with the Bonds, exceeds $10,000,000. NOW THEREFORE, in consideration of the mutual undertakings and covenants set forth below and other good and valuable consideration, the Port Authority and Little Canada hereby represent and agree as follows: 1. The Port Authority and Little Canada hereby agree to jointly finance the Project and the health care program described above. The Port Authority is hereby designated as the issuer of any Bonds to be issued pursuant to this Agreement. 2. The Port Authority and Little Canada hereby represent to each other that they have each adopted a resolution (i) reciting the benefits to each of them from issuance of the Bonds issued to finance the Project, (ii) authorizing execution, delivery and performance of this Agreement, and (iii) designating the Bonds as "qualified tax - exempt obligations" within the meaning of Section 265(b)(3)(B) of the Code, using the authority available to Little Canada under Section 265(b) of the Code. 3. The Port Authority shall exercise the powers of the Act and Section 265(b) of the Code by adopting, approving and executing such resolutions, documents, and agreements as shall be necessary or convenient to authorize, issue, and sell the Bonds and such other resolutions, documents, and agreements as shall be necessary or required in connection with the issuance of the Bonds and giving effect to or carrying out the provisions of this Agreement and documents under which the Bonds are issued and /or secured. 4. Any Bonds to be issued pursuant to this Agreement shall be special, limited obligations of the Port Authority, payable solely from proceeds, revenues and other amounts specifically pledged thereto. In no event shall the Bonds ever be payable from or charged upon the general credit, taxing powers or any funds of either the Port Authority or Little Canada; the Port Authority and Little Canada are not subject to any liability thereon; no owners of the Bonds shall ever have the right to compel the exercise of the taxing power of any of the Port Authority or Little Canada to pay any of the Bonds or the interest thereon, nor to enforce payment thereof against any property of any of the Port Authority or Little Canada; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of any of the Port Authority or Little Canada; and the Bonds do not constitute an indebtedness of any of the Port Authority or Little Canada the meaning of any constitutional, statutory, or charter limitation. 5. The total aggregate principal amount of the Bonds is hereby allocated to Little Canada for purposes of Section 265(b) of the Code. Little Canada agrees that, from and after the date hereof, and for the remainder of calendar year 2005, it will refrain from designating, or causing to be designated, any other issue of obligations as "qualified tax - exempt obligations" within the meaning of Section 265(b)(3)(B) of the Code if such designation would result in more than $10,000,000, together with the Bonds, of "qualified tax - exempt obligations" being designated. 2570839 2 6