201106937 - Laserfiche WebLink

Browse

20f106937 2�04��47 The Ciry Cuvenanrs tt�at it svit! 3pprove Heartland and rhe Building Bonds and adopt a resoiutiun �nprovinv the purpases and �ctivities of Heartland and rhe specific obli;ations to be issued by Hearttarid consistent with the requirements of Rev. Proc. 32-?6. 10. COVEY�'YTS OF H�-�RTL:�iIYD. Heartland covenants that it is a non-profit corporation urganized under �Teb. Rev. Stat.. Chapter 31, as amended, with full and tawful power �znd aurhority to enter into this agreement under �Teb. Rev. Staz. 3§ ?I-192? and 21-1928 and that it has taken all actions necessary to lawfully enter into this Agreement. Heartland hereby repre- sents and warrants chat it is an organization described in S�ction �Ol(c)(3) of the Code and is named in an eYemprion letter tivm the Internal Revenue Service to such e�'ect� Such lerter has not been modified, limited or revokzd and Heartland is in compliance with all terins, conditions and limitarions. if any, which are applicable to Hear[land and which are contained in such letter. The facts and circumstances which form the basis of such letcer as represented to the Intemal Revenue Service continue substantially to exist and Heartland is esempt from federal income taYarion under Section �O1{a) and Section �01(c)(3) of the Cade and agrees that it shall not perform any a�ts or znter into any a�eements which shall adversely affect such federai income tax status. Hear�land co�•enants that it shall not take ar 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 �rom �oss incame under the Code. Prior to issuance of the Building Bonds, f�iea,c�tland agrees to make a�y change in its amcles of incorporation or bylaws, subject ro the approvat of Fonnec Park, deemed necessary by the City or the purchaser of the Building Bonds in order to establish compliance with Rev. Proc. 82-Z6 of rhe Internal Revenue Service. 11. RESPONSIBILITIES OF TRUSTEE. Heartland agrees ta enter into the Build- ing Bond Indenture under which the Trustee shall ha.ve the follotiving 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 Indentiure and this Agreement. b. To receive, invest, disburse and account for basic rent payments made by the City atid deposited into the Bond Fund in accordance with the terms of the Buildi.ng Bond Indenture and this Agreemen� To advise tfie parties of any act or omission by either party ta this agreerrzent or any other person or entiry which the Trustee has reason to betieve constitutes aa event of default under this A�eement, the Buildin$ Hond Indennue, or any related document, in accordance with and as and to the extent rec}uired by the tezms of the BuiIding Bond Indenture. t2. ISSG'�YCE OF :�YD S�►I.E OF BONDS. Eieartland shall issue and sell as soon ss pcudent ;zrtd practicabl� sfter the C�mmencement Date, Buildin� Bonds in an a��egate prin- cipal am�unt sufficient ro result in che deposit of net proceeds into the Construction Fund of g7,500,000.00 ai'ter reduccion in the a?eregate principal amount for any deposit required to be made ro rhe Debt Service Resen•e Fund 3nd for payment of issuance expenses related to the �