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7.05. Qualified Tax - Exempt Obligations. The City Council hereby designates the <br />Obligations as "qualified tax - exempt obligations" for purposes of Section 265(b)(3) of the Code <br />relating to the disallowance of interest expense for financial institutions, and hereby finds that <br />the reasonably anticipated. amount of tax- exempt obligations which are not private activity bonds <br />(not treating qualified 501(c)(3) bonds under Section 145 of the Code as private activity bonds <br />for the purpose of this representation) and are not excluded from this calculation by Section <br />265(b)(3)(C)(ii) of the Code which have been and will be issued by the City and all subordinate <br />entities during calendar year 2006 does not exceed $10,000,000. <br />7.06. Continuing Disclosure. Rule 15c2 -12 under the Securities Exchange Act of <br />1934 (17 C.F.R. § 240.15c2 -12) (the Rule) that make it unlawful for an underwriter to participate <br />in the primary offering of municipal securities in a principal amount of $1,000,000 or more <br />unless, before submitting a bid or entering into a purchase contract for the Obligations, it has <br />reasonably determined that the issuer or an obligated person has undertaken in writing for the <br />benefit of the bondholders to provide certain disclosure information to prescribed information <br />repositories on a continuing basis or unless and to the extent the offering is exempt. from the <br />requirements of the Rule. The principal amount of the Obligations is less than $1,000,000. The <br />City hereby represents that it has not issued within the six months before the date of issuance of <br />the Obligations, and that it reasonably expects that it will not issue within six months after the <br />date of issuance of the Obligations, other securities of the City of substantially the same security <br />and providing financing for the same general purpose or purposes as the Obligations. <br />Consequently, this City Council hereby finds that the Rule is inapplicable to the Obligations, <br />because the aggregate principal amount of the Obligations and any other securities required to be <br />integrated with the Obligations thereunder is less than $1,000,000. Therefore, the City is not <br />required to enter into any undertaking to provide continuing disclosure with respect to the <br />Obligations. <br />7.07. This resolution shall be in full force and effect from and after its passage. <br />PASSED AND APPROVED this 7th day of February, 2006. <br />THE CITY OF LAKE ELMO, <br />13 <br />Dean Johnston, <br />