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HomeMy WebLinkAboutResolution 13-2000 . , • � . 2 RESOLITTION NO. 13-00 RESOLUTION RELATING TO SALES TAX REVENUE REFUNDING BONDS, SERIES 2000; AUTHORIZING THE ISSUANCE AND MAKING PROVISIONS FOR THEIR PAYMENT BE IT RESOLVED by the City Council of the City of Brookings, South Dakota(the City) as follows: SECTION 1. RECITALS, AUTHORIZATION AND SALE. 1.01. Recitals and Authorization. (a) The City is a political subdivision of the State of South Dakota and a body corporate and politic. Under the laws of the State of South Dakota,the City is possessed of all powers which are necessary, requisite or proper for the government and administration of its local and municipal matters, and all rights and powers that now or hereafter may be granted to municipalities by the laws of the State of South Dakota. (b) The City is authorized by Chapter 10-52, South Dakota Codified Laws (the Act)to levy a "non-ad valorem tax" (as defined by the Act) on the sale, use, storage and consumption of items taxed under Sections 10-45 and 10-46, South Dakota Codified Laws, subject to certain exceptions; and the City has adopted and enacted Ordinances Nos. 21-81, 25-96 and 20-98 (together,the Ordinance) pursuant to the Act imposing the sales taxes authorized by the Act within the City(the Sales Taac). (c) The Act provides that cities levying a Sales Tax may issue non-ad valorem sales tax revenue bonds pursuant to Section 10-52-2.10 of the Act and Chapter 6-8B, South Dakota Codified Laws in anticipation of the collection of the Sales Tax. Such bonds are required to be payable solely from collections of the Sales Tax and the City is required to covenant that it will continue to impose and collect the Sales Tax so long as such bonds are outstanding. (d) The City has heretofore issued (i) Sales T�Revenue Bonds, Series 1998 (the "Series 1998 Bonds"), in the aggregate principal amount of$7,200,000, and (ii) Sales Tax Revenue Bonds, 1998 Series B (the "Refunded Bonds"), in the aggregate principal amount of$2,800,000, payable as to principal, premium, if any, and interest from the Sales Tax. The Series 1998 Bonds were issued pursuant to Resolution No. 138-98 (the"1998 Bond Resolution"), adopted by the City on November 17, 1998, and the Refunded Bonds were issued as additional parity bonds under the 1998 Bond Resolution. The Refunded Bonds are subject to redemption in advance of their maturities on any date for which notice of redemption can be given in accordance with their terms. (e) As authorized by the Ordinance and the Act, the City has determined that it is necessary and desirable to issue its non-ad valorem sales taa�revenue refunding bonds (the Bonds) in the principal amount required to refund the Refunded Bonds in advance of their maturities, plus an allowance for underwriter's discount (not to exceed 1.80%of the principal -2- . ,� , 3 amount of the bonds), original issue discount (not exceeding 2.0%of the principal amount of the bonds), the premium for bond insurance, if any, and other costs of issuance, and plus an amount which, together with any moneys contributed by the City from its own funds, will be sufficient to bring the balance in the Reserve Account to the Reserve Requirement, a11 as defined in the 1998 Bond Resolution. The Bonds are being issued as additional parity bonds under the 1998 Bond Resolution, and the City hereby finds and deternunes that the tests for issuance of additional obligations set forth in Section 5(b) of the 1998 Bond Resolution have been satisfied. 1.02. Sa1e and Bond Purchase A�eement. The Bonds authorized hereby shall be sold to Dougherty& Company LLC, of Minneapolis, Minnesota(the Purchaser) at a purchase price of not less than 98.20% of par, exclusive of original issue discount, plus accrued interest,to bear interest at a rate or rates per annum resulting in an average interest rate not to exceed 6.50% per annum and to mature over a period not to exceed 14 years. The Mayor is hereby authorized and directed to agree with the Purchaser upon the exact purchase price, principal amount, maturities, redemption provisions and interest rate or rates for the Bonds, within the parameters set forth in this Section 1.02. The execution of a Bond Purchase Agreement setting forth such final terms by the Mayor and attested by the City Clerk is hereby approved and authorized and such execution shall be conclusive evidence of such agreement and shall be binding upon the ' City. The provisions of the Bond Purchase Agreement as so executed, including all Exhibits and Appendices thereto, are incorporated herein by reference. The law firm of Dorsey&Whitney LLP, in Minneapolis, Minnesota, is hereby appointed as bond counsel and disclosure counsel for purposes of this issue of Bonds. 1.03. Citv Offcers Authorized to Execute Documents. The Mayor is hereby authorized and directed to execute, and the City Clerk to attest, and deliver the Bond Purchase Agreement and the documents required thereunder, the Official Statement, the Bonds and any other documents required to complete the financing contemplated hereby. Execution and delivery of such documents by the Mayor, and attestation by the City Clerk, shall constitute evidence that such items are consistent with the terms of this resolution and have been duly authorized, executed and delivered by the City and are enforceable against the City in accordance with their terms, subject to customary exceptions relating to bankruptcy, reorgani�ation, insolvency and other laws affecting creditors' rights. Tt�j�Mayor, City Manager and City Attorney are further authorized to take such other actions as�nay be required to effectuate the terms and intent of this resolution. In the event of the absence or disability of the Mayor, City Clerk or City Attorney, the acting Mayor,the acting City Clerk or the Assistant City Attorney axe hereby authorized to act in the place and stead of the Mayor, City Clerk and City Attorney, and to take a11 actions and execute all documents approved hereby. 1.04. Official Statement. The Mayor, City Manager and the City Attorney, are authorized, in cooperation with the Purchaser, to prepare an Official Statement to be distributed to prospective purchasers of the Bonds. The Mayor is hereby authorized and directed to approve, and, if requested,to execute the final Official Statement. -3- -- - � � 4 SECTION 2. BOND TERMS,EXECUTION AND DELIVERY. 2.01. Execution. Authentication and Deliverv. The Bonds shall be prepared under the direction of the City Manager and shall be executed and authenticated on behalf of the City by the signature of the Mayor and attested by the City Clerk and countersigned by an attorney resident and licensed to practice in the State of South Dakota. All signatures may be printed, lithographed or engraved facsimiles of the original. In case any officer whose signature or a facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. Notwithstanding such execution, no Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this resolution unless and until a certificate of authentication on the Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Resolution. After the Bonds have been so prepared and executed, the City Manager shall deliver them to the Registrar for delivery to the Purchaser on receipt of the purchase price heretofore agreed upon, and the Purchaser shall not be required to see to the application thereof. 2.02. Maturities and Interest Ra.tes. The Bonds shall be issued in the denomination of$5,000 each, or any integral multiple thereof, shall mature on the dates and in the respective years and amounts, and shall bear interest from date of original issue until paid or duly called for redemption at the respective annual rates stated opposite such maturity years as shown on Exhibit A to the Bond Purchase Agreement. The Bonds shall be issuable only in fully registered form and may be issued either in book-entry only form or in physical form. The interest thereon and, upon surrender of each Bond, the principal amount thereof, shall be payable by check or draft issued by the Registrar described herein; provided if the Bonds are registered in the name of a securities depository, or a nominee thereof, in accordance with Section 2.08 hereof, principal and interest shall be payable in accordance with the operational arrangements of the securities depository. 2.03. Dates and Interest Payment Dates. Each Bond shall bear a date of original issue as of the first day of the month in which the Bonds are delivered to the Purchaser. Upon the initial delivery of the Bonds pursuant to Section 2.01 and upon any subsequent transfer or exchange pursuant to Section 2.06, the date of authentication shall be noted on each Bond so delivered, exchanged or transfened. The interest on the Bonds shall be payable on the dates shown on Exhibit A to the Bond Purchase Agreement,to the owner of record thereof as the close of business on the fifteenth day of the immediately preceding month, whether or not such day is a business day. Interest shall be computed on the basis of a 360 day year composed of twelve 30 day months. 2.04. Redemption. The Bonds shall be subject to redemption prior to maturity, at the option of the City, in the years and at the redemption prices set forth in Exhibit A to the Bond -4- � 5 Purchase Agreement in such order of maturities as may be designated by the City and, within any maturity, in $5,000 principal amounts selected by the Registrar by lot, assigned in proportion to their principal amounts. The City Manager shall cause notice of the call for redemption thereof to be published as and if required by law, and, at least thirty days prior to the designated redemption date, shall cause notice of the call thereof for redemption to be mailed, by first class mail (or, if applicable, by the bond depository in accordance with its customary procedures),to the registered owners of any Bonds to be redeemed at their addresses as they appear on the bond register described in Section 2.06 hereof, but no defect in or failure to give such mailed notice shall affect the validity of proceedings for the redemption of any Bond not affected by such defect or failure. The notice of redemption shall specify the redemption date, redemption price, the numbers, interest rates and CUSIP numbers of the Bonds to be redeemed and the place at which the Bonds are to be surrendered for payment, which is the principal office of the Registraz. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date(unless the City shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to the registered owner without charge, representing the remaining principal amount outstanding. 2.05. Appointment of Initial Re istrar. The City hereby appoints The First National Bank in Sioux Falls, Sioux Falls, South Dakota, as bond registrar, transfer agent and paying agent(the Registrar). The Mayor is authorized to execute and deliver, and the City Clerk to attest, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, such corporation shall be authorized to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove the Registrar upon thirty(30) days' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor Registrar and shall deliver the bond register to the successor Registrar. On or before each principal or interest due date, without further order of the Council, the City Manager shall transmit to the Registrar, from the accounts described in Section 4, moneys sufficient for the payment of all principal and interest then due. 2.06. Reg,istration. The effect of registration and the rights and duties of the City and the Registrar with respect thereto shall be as follows: (a) Re i� ster. The Registrar shall keep at its principal corporate trust office a bond register in which the Registrax shall provide for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form sa.tisfactory to the Registrar, duly executed by the registered owner thereof or by an -5- . . 6 attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until such interest payment date. (c) Exchan�e of Bonds. Whenever any Bonds are surrendered by the registered owner for exchange, the Registrar shall authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity, as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. All Bonds sunendered upon any transfer or exchange sha11 be promptly canceled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When any Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registraz shall incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (� Persons Deemed Owners. The City and the Registrar may treat the person in whose name any Bond is at any time registered in the bond register as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of,the principal of and interest on such Bond and for a11 other purposes, and a11 such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the e�ent of the sum or sums so paid. (g) Taxes, Fees and Charges. For every transfer or exchange of Bonds, the Registrar may impose a charge upon the owner thereof suffcient to reimburse the Registrar for any ta� fee or other governmental charge required to be paid with respect to such transfer or exchange. (h) Mutilated Lost Stolen or Destro ed Bonds. In case any Bond shall become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and chazges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that such Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfacto"ry -6- . 7 to it, in which both the City and the Registrar sha11 be named as obligees. All Bonds so sunendered to the Registrar shall be canceled by it and evidence of such cancellation shall be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new Bond prior to payment. 2.07. Bond Form. The Bonds shall be prepared in substantially the form presented to and approved by this Council and on file in the office of the City Clerk. 2.08. Securities Depository. The Bonds shall be initially issued in book-entry only form and the following provisions shall apply: (a) For purposes of this section the following terms shall have the following meanings: "Beneficial Owner" shall mean, whenever used with respect to a Bond,the person in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the records of such Participant, or such person's subrogee. "Cede& Co." shall mean Cede& Co.,the nominee of DTC, and any successor nominee of DTC with respect to the Bonds. "DTC" shall mean The Depository Trust Company of New York, New York. "Participant" shall mean any broker-dealer, bank or other financial institution for which DTC holds Bonds as securities depository. "Representation Letter" shall mean the Blanket Issuer Letter of Representation pursuant to which the sender agrees to comply with DTC's Operational Arrangements. (b) The Bonds shall be initially issued as separately authenticated fully registered bonds, and one Bond shall be issued in the principal amount of each stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the bond register in the name of Cede& Co., as nominee of DTC. The Registrar and the City may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal of or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, if any, giving any notice permitted or required to be given to registered owners of Bonds under this resolution, registering the transfer of Bonds, and for all other purposes whatsoever; and neither the Registrar nor the City shall be affected by any notice to the , contrary. Neither the Registrar nor the City shall have any responsibility or obligation to any � Participant, any person claiming a beneficial ownership interest in the Bonds under or through I DTC or any Participant, or any other person which is not shown on the bond register as being a registered owner of any Bonds, with respect to the accuracy of any records maintained by DTC or any Participant, with respect to the payment by DTC or any Participant of any amount with -7- 8 respect to the principal of or interest on the Bonds, with respect to any notice which is permitted or required to be given to owners of Bonds under this resolution, with respect to the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the Bonds, or with respect to any consent given or other action taken by DTC as registered owner of the Bonds. So long as any Bond is registered in the name of Cede& Co., as nominee of DTC, the Registrar shall pay all principal of and interest on such Bond, and shall give a11 notices with respect to such Bond, only to Cede& Co. in accordance with DTC's Operational Arrangements, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to the principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than DTC shall receive an authenticated Bond for each separate stated maturity evidencing the obligation of the City to make payments of principal and interest. Upon delivery by DTC to the Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co.,the Bonds will be transferable to such new nominee in accordance with paragraph(e) hereof. (c) In the event the City determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bonds in the form of bond certificates,the City may notify DTC and the Registrar, whereupon DTC shall notify the Participants of the availability through DTC of Bonds in the form of certificates. In such event, the Bonds will be transferable in accordance with paragraph(e) hereof. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and the Registra.r and discharging its responsibilities with respect thereto under applicable law. In such event the Bonds will be transferable in accordance with paragraph(e) hereof. (d) The execution and delivery of the Representation Letter to DTC by the Mayor or City Manager is hereby authorized and directed. (e) In the event that any transfer or exchange of Bonds is permitted under paragraph(b) or(c)hereof, such transfer or exchange shall be accomplished upon receipt by the Registrar of the Bonds to be transferred or exchanged and appropriate instruments of transfer to the pernutted transferee in accordance with the provisions of this resolution. In the event Bonds in the form of certificates are issued to owners other than Cede & Co., its successor as nominee for DTC as owner of all the Bonds, or another securities depository as owner of all the Bonds, the provisions of this resolution shall also apply to a11 matters relating thereto, including, without limitation, the printing of such Bonds in the form of bond certificates and the method of payment of principal of and interest on such Bonds in the form of bond certificates. SECTION 3. SPECIAL TAX FUND. 3.01. Snecial T�Fund. The City has established and will maintain the Special Tax Fund as a separate and special fund in the financial records of the City until all Bonds issued and made payable therefrom, and interest due thereon, have been duly paid or discharged. All collections of the Pledged Revenues, as hereinafter defined, shall be credited, as received, to the Special Ta.x Fund. Within the Special Tax Fund are various separate accounts to be maintained by the City. -8- 9 3.02. Pledged Revenues. Pursuant to the Act and the Ordinance, the City has levied the Sales Tax on the sale, use, storage and consumption of items taxed under Sections 10- 45 and 10-46 of South Dakota Codified Laws, subject to certain exceptions. That portion ofthe proceeds of the Sales Tax in excess of the proceeds produced by the first one percent (1%) of the Sales T�is irrevocably pledged and appropriated to, shall be deposited to the Special Tax Fund and is referred to herein as the "Pledged Revenues." The Pledged Revenues and the Special Tax Fund shall be used and applied only in the manner and order set forth in the 1998 Bond Resolution, which is for this purpose incorporated herein by reference, and any terms defined in the 1998 Bond Resolution shall have the same meanings when used herein. For putposes of this Resolution, "Outstanding Bonds" shall mean the Series 1998 Bonds, the Bonds and any parity lien bonds hereafter issued pursuant to this Resolution. 3.03. Principal and Interest Account. Immediately upon delivery of the Bonds, there shall be credited to the Principal and Interest Account in the Special Tax Fund the amount of accrued interest received from the Purchaser. There shall be withdrawn from the Special Tax Fund at least monthly and credited to the Principal and Interest Account an amount which will equal at least one-sixth(1/6th) of the principal and interest becoming due on the next succeeding payment date with respect to the Outstanding Bonds, including the Bonds. In all events there shall be credited to the Principal and Interest Account amounts sufficient to pay the principal of and interest on the Outstanding Bonds as the same become due. 3.04. Reserve Account. There shall be credited to the Reserve Account in the Special Tax Fund from the proceeds of the Bonds, an amount necessary to bring the balance in the Reserve Account to the Maximum Reserve Requirement, calculated by taking into account the refunding of the Refunded Bonds and the issuance of the Bonds. 3.05. Other Provisions of the 1998 Bond Resolution. The other provisions for the security of the Outstanding Bonds and the handling of the Pledged Revenues contained in the 1998 Bond Resolution shall remain in full force and effect so long as any Outstanding Bonds, including the Bonds. SECTION 4. ADDITIONAL BONDS. Additional Bonds shall be issued and made payable from the Pledged Revenues and having a lien upon such revenues and the Special Taac Fund only on the terms and conditions set forth in Section 5 of the 1998 Bond Resolution. SECTION 5. DEFEASANCE. When all of the Bonds have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution shall cease. The City may discharge its obligations with respect to any Bonds which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment , thereof in full; or, if any Bond should not be paid when due, the same may nevertheless be I discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with �, interest accrued from the due date of such deposit. The City may also discharge its obligations ' with respect to any prepayable Bonds according to their terms by depositing with the Registrar -9- 10 on or before that date an amount equal to the principal and interest which are then due, provided that notice of such redemption has been duly given as provided herein. The City may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a bank qualified by law to act as an escrow agent for this purpose, cash and/or securities which are general obligations of the United States or securities of United States agencies which are authorized by law to be so deposited, bearing interest payable at such times and at such rates and maturing on such dates, as shall be required to pay all principal and interest to become due on such Bonds to maturity or the redemption date thereof, as the case may be. SECTION 6. COVENANTS OF THE CITY. The City hereby irrevocably covenants and agrees with each and every holder of the Bonds,that so long as any of the Bonds remain outstanding, it will comply with the covenants set forth in Section 6 of the 1998 Bond Resolution. SECTION 7. INVESTMENTS; ARBITRAGE; QUALIFIED TAX-EXEMPT OBLIGATIONS AND REIl�IBURSEMENT. 7.01. Covenant. The City covenants and agrees with the registered owners from time to time of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which would cause the interest on the Bonds to become includible in gross income of the recipient under the Internal Revenue Code of 1986, as amended (the Code), and applicable Treasury Regulations (the Regulations) and covenants to take any and all actions within its powers to ensure tha.t the interest on the Bonds will not become includible in gross income of the recipient under the Code and the Regulations. The City Manager sha11 ascertain monthly the amount on deposit in the Principal and Interest Account. If the amount on deposit therein, ever exceeds by more than an amount equal to the lesser of(i) 5% of the original principal amount of all Outstanding Bonds, or(ii)the aggregate amount of principal and imerest due and payable from the Principal and Interest Account within 13 months thereafter, such excess shall either(1) not be invested except at a yield equal to or less than the yield borne by the Bonds, or(2)be used to prepay and redeem principal of the Bonds. 7.02. Certification. The Mayor or City Manager, being the officers of the City charged with the responsibility for issuing the Bonds pursuant to this resolution, are authorized and directed to execute and deliver to the Purchaser a certificate in accordance with the provisions of Section 148 of the Code and applicable Regulations, stating the facts, estimates and circumstances in existence on the date of issue and delivery of the Bonds which make it reasonable to expect that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be arbitrage bonds within the meaning of the Code and Regulations. 7.03. 4ualified Tax-Exempt Obli atg ions. This Council hereby finds and determines that Bonds in the aggregate principal amount of$2,800,000 meet the requirements of Section 265(b)(3)(D)(ii)of the Code, and are therefore deemed designated as"qualified tax- exempt obligations" for purposes of Section 265(b)(3)of the Code relating to the disallowance of -10- 11 interest expense for financial institutions, and that the amount of Bonds so deemed designated will not count against the City's limit on qualified tax-exempt obligations for calendar year 2000. This Council hereby designates the remainder of the Bonds which are not deemed designated under the preceding sentence as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code relating to the disallowance of interest expense for financial institutions, and hereby finds that the reasonably anticipated amount of qualified tax-exempt obligations (within the meaning of Section 265(b)(3) of the Code), other than those which are deemed designated, which will be issued by the City and all subordinate entities thereof during calendar year 2000 does not exceed $10,000,000. -11- 12 7.04. Arbitrage Rebate Exemption. The City acknowledg�s that the Bonds are subject to the rebate requirements of Section 148(fl of the Code. The City covenants and agrees to retain such records, make such determinations, file such reports and documents and pay such amounts at such times as are required under said Section 148(� and applicable Regulations to preserve the exclusion of interest on the Bonds from gross income for federal income tax purpose, unless the Bonds qualify for one of the exceptions from the rebate requirement under Section 148(fl of the Code and Sections 1.148-7 of the Regulations. In furtherance of the foregoing, the Mayor or City Manager are hereby authorized and d'uected to execute a tax or rebate certificate, in the form prescribed by Bond Counsel, and the City hereby covenants and agrees to observe and perform the covenants and agreements contained therein, unless amended or terminated in accordance with the provisions thereof. SECTION 8. CONTINUING DISCLOSURE. The City acknowledges that the Bonds are subject to the continuing disclosure requirements of Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12)(as in effect and interpreted from time to time, the Rule). The Rule governs the obligations of certain underwriters to require that issuers of municipal obligations enter into agreements for the benefit of the holders of the obligations to provide continuing disclosure with respect to the obligations. To provide for the public availability of certain information relating to the Bonds and the security therefor and to permit participating underwriters in the primary offering of the Bonds to comply with the Rule, which will enhance the mazketability of the Bonds, the Mayor or City Manager are hereby authorized and directed to execute an Undertaking of Continuing Disclosure (the Undertaking), by which the City agrees to provide such information, either directly or through a disclosure agent. The City hereby covenants and agrees to observe and perform the covenants and agreements contained in the Undertaking, unless amended or terminated in accordance with the provisions thereof, for the benefit of the registered owners or beneficial owners from time to time of the Outstanding Bonds as provided in the Undertaking. SECTION 9. CERT'IFICATION OF PROCEEDINGS. The officers of the City are authorized and directed to prepare and furnish to the Purchaser and to Dorsey&Whitney LLP, Bond Counsel, certified copies of all proceedings and records of the City relating to the authorization and issuance of the Bonds and such other affidavits and certificates as may reasonably be required to show the facts relating to the legality and marketability of the Bonds as such facts appear from the officers'books and records or as are otherwise known to them. All such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the correctness of the facts recited therein and the actions stated therein to have been taken. SECTION 10. AMENDMENT. This resolution may be amended at any time prior to the issuance of the Bonds by adoption of an administrative resolution. -12- � . � CERTIFICATE OF MINUTES RELATING TO SALES TAX REVENUE REFUNDING BONDS, SERIES 2000 Issuer: City of Brookings, South Dakota Governing Body: City Council Kind, date,time and place of ineeting: A regular meeting, held on March 13, 2000 at the City offices. Members present: Herriott, McClemans, Bozied, Davidson, Weems, and Artz Members absent: None Documents Attached: Minutes of said meeting(pages): RESOLUTION RELATING TO SALES TAX REVENUE REFUNDING BONDS, SERIES 2000; AUTHORIZING T'HE ISSUANCE AND MAKING PROVISIONS FOR THEIR PAYMENT I, the undersigned, being the duly qualified and acting recording officer of the public corporation issuing the bonds referred to in the title of this certificate, certify that the documents attached hereto, as described above, have been carefully compazed with the original records of said corporation in my legal custody, from which they have been transcribed; that said documents are a conect and complete transcript of the minutes of a meeting of the governing body of said corporation, and correct and complete copies of all resolutions and other actions taken and of all documents approved by the governing body at said meeting, so far as they relate to said bonds; and that said meeting was duly held by the governing body at the time and place and was attended throughout by the members indicated above, pursuant to call and notice of such meeting given as required by law. WITNESS my hand officially as such recording officer on March 13, 2000. ��°°"° � . � � � �# �o City Clerk a�'�° -1- . 93 Upon vote being taken thereon,the following voted in favor thereof: and the following voted against the same: whereupon the resolution was declared duly passed and adopted, and was signed by the Mayor and attested by the City Clerk. Passed and approved on the 13�'day of March, 2000. Atte �. ��/`/ �m ` �;� i Clerk Mayor � g �9 � �' ti� ,FO �SOU7H�P -13-