200412247 - Laserfiche WebLink

Browse

2O002247 The City Covenants that it will approve Heartland and the Building Bonds and adopt a resolution approving the purposes and activities of Heartland and the specific obligations to be issued by Heartland consistent with the requirements of Rev. Proc. 32 -26. 10. COVEN. - NTS OF HEARTLAND. Heartland covenants that it is a non - profit corporation organized under Neb. Rev. Stat., Chapter 21, as amended, with full and lawful power and authority to enter into this agreement under Neb. Rev. Stat. §§ 21 -1927 and 21 -1928 and that it has taken all actions necessary to lawfully enter into this Agreement. Heartland hereby repre- sents and warrants that it is an organization described in Section 501(c)(3) of the Code and is named in an exemption letter from the Internal Revenue Service to such effect. Such letter has not been modified, limited or revoked and Heartland is in compliance with all terms, conditions and limitations. if any, which are applicable to Heartland and which are contained in such letter. The facts and circumstances which form the basis of such letter as represented to the Internal Revenue Service continue substantially to exist and Heartland is exempt from federal income taxation under Section 501(a) and Section 501(c)(3) of the Code and agrees that it shall not perform any acts or enter into any agreements which shall adversely affect such federal income tax status. Heartland covenants that it shall not take or omit any action that would have the effect of causing interest on the Building Bonds issued by Heartland for the Project to be no longer excludable from gross income under the Code. Prior to issuance of the Building Bonds, Heartland agrees to make any change in its articles of incorporation or bylaws, subject to the approval of Fonner Park, deemed necessary by the City or the purchaser of the Building Bonds in order to establish compliance with Rev. Proc. 82 -26 of the Internal Revenue Service. 11. RESPONSIBILITIES OF TRUSTEE. Heartland agees to enter into the Build- ing Bond Indenture under which the Trustee shall have the following responsibilities and duties: a. To receive, invest, disburse and account for proceeds of the Building Bonds in the Construction Fund and the Debt Service Reserve Fund in accordance with the terms of the Building Bond Indenture and this Agreement. b. To receive, invest, disburse and account for basic rent payments made by the City and deposited into the Bond Fund in accordance with the terms of the Building Bond Indenture and this Agreement. C. To advise the parties of any act or omission by either party to this agreement or any other person or entity which the Trustee has reason to believe constitutes an event of default under this Agreement, the Building Bond Indenture, or any related document, in accordance with and as and to the extent required by the terms of the Building Bond Indenture. 12. ISSUANCE OF kND SALE OF BONDS. Heartland shall issue and sell as soon as prudent and practicable after the Commencement Date, Building Bonds in an aggregate prin- cipal amount sufficient to result in the deposit of net proceeds into the Construction Fund of 37,500,000.00 after reduction in the aggregate principal amount for any deposit required to be made to the Debt Service Resen-e Fund and for payment of issuance expenses related to the