HomeMy WebLinkAboutC.054.93011_0444 (2)the County shall be responsible for any and all costs of the Project in excess of the Advance.
General Tax Covenants. The County will not take any action, if any such action would adversely
affect the exclusion from gross income of the interest components of the Installment Payments
under Section 103 of the Code. The County further covenants to do and perform all acts and
things permitted by law and necessary to assure that the interest components of the Installment
Payments be and remain excluded from gross income of the Lender for federal income tax
purposes pursuant to Section 103 of the Code. The County will not directly or indirectly use or
permit the use of any moneys constituting an Installment Payment hereunder, or take or omit to
take any other action, that would cause the Agreement to be an "arbitrage bond" within the
meaning of Section 148(a) of the Code. The County further covenants that the Agreement is not
a "private activity bond" as defined in Section 141 of the Code.
Without limiting the generality of the foregoing, the County agrees that there shall be
paid from time to time all amounts required to be rebated to the United States of America
pursuant to Section 148(f) of the Code and any temporary, proposed or final Treasury
Regulations as may be applicable to the Agreement from time to time. This covenant shall
survive the payment in full of all obligations under this Agreement.
Notwithstanding any provision of this Section 2.2, if the County shall provide to the
Lender an opinion of counsel to the effect that any action required under this Section 2.2 is no
longer required, or to the effect that some further action is required, to maintain the exclusion
from gross income of the interest components of the Installment Payments under Section 103 of
the Code, the County and the Lender may rely conclusively on such opinion in complying with
the provisions hereof.
The County hereby represents that it reasonably expects that the County, together with all
subordinate entities thereof and any other entities which issue obligations on behalf of the
County, will not issue more than $10,000,000 of tax-exempt obligations (other than private
activity bonds, except for qualified 501(c)(3) bonds) during the calendar year in which this
Agreement is executed. The County hereby designates its obligations under this Agreement as
"qualified tax-exempt obligations" for the purposes of Section 265(b)(3) of the Code.
Interest Rate and Payment Adjustment. (a) Upon each Rate Adjustment Event, the schedule for
payment of Installment Payments shall change retroactively to the date of such Rate Adjustment
Event. From and after a Rate Adjustment Event, the annualized interest rate used to calculate the
schedule of Installment Payments shall change to such rate as the Lender may reasonably
determine shall be appropriate to provide the Lender with the same tax equivalent yield it
enjoyed prior to the Rate Adjustment Event, provided, however, that the annualized interest rate
increase resulting from an occurrence under clause (2) of the definition of Rate Adjustment
Event shall be .5%. The Advance shall be reamortized over the remaining originally -scheduled
repayment term, in substantially equal principal payments plus interest, at the new interest rate.
The Lender shall promptly prepare a substitute Exhibit B reflecting the new payment schedule
and deliver a copy of same to the County and the LGC.
(b) It is further expressly provided that the County shall additionally pay to the
Lender, any taxes, interest, penalties or other charges assessed against or payable by such
beneficiary and attributable to a Rate Adjustment Event, notwithstanding the repayment of the
entire Amount Advanced or any transfer or assignment by Lender of this Agreement.
IMPLEMENTATION OF THE PROJECT
Purpose of Agreement. The purpose of this Agreement is to provide for the financing of the
Implementation of the Project by the County.
Agreement to Implement Project. The County hereby agrees to Implement the Project, subject to
the terms and conditions of this Agreement. hi order to effectuate the purposes of this
Agreement, the County shall make, execute, acknowledge and deliver, or cause to be made,
executed, acknowledged and delivered, all contracts, orders, receipts, writings and instructions,
in the name of the County or otherwise, with or to other persons, firms or corporations, and in
general do or cause to be done all such other things as may be requisite or proper in order to
Implement the Project and fulfill the obligations of the County under this Agreement. The