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HomeMy WebLinkAboutO-1342ORDINANCE NO: 1342 AN ORDINANCE AUTHORIZING THE ISSUANCE OF A $1,458,578 CITY OF FAIRHOPE, ALABAMA GENERAL OBLIGATION REFUNDING WARRANT SERIES 2007 (FBO Library Board) BE IT ORDAINED by the City Council (the "Council") of the City of Fairhope, Alabama (the "City"), as follows: Section 1. Findings. Having made due and proper investigation of the matters hereinafter referred to, the Council has ascertained and does hereby find and declare that the following facts are true and correct: (a) In order to provide bridge financing to the Fairhope Library Board for capital improvements which include the construction and installation of a new library (the "Capital Improvements") for use by the City, the City previously issued its General Obligation Warrant, Series 2006 (FBO Library Board) in the principal amount of $2,000,000 (the "2006 Warrant"). (b) Pursuant to the terms of the 2006 Warrant and a Warrant Purchase Agreement related thereto the City has drawn the sum of $1,458,578, which sum is presently outstanding. (c) The 2006 Warrant is now due and payable and the City wishes to renew the loan evidenced by the 2006 Warrant through the issuance to Regions Bank of the Warrant hereinafter authorized. (d) The City designated the 2006 Warrant as a qualified tax-exempt obligation for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986 (the "Code"). Section 2. Authorization of Warrant. Pursuant to the applicable provisions of the constitution and laws of the State of Alabama, including particularly Section 11-47-2 of the Code of Alabama 1975, as amended, and for the purpose of providing the funds necessary to refinance the Capital Improvements as previously authorized and for no other purpose, there is hereby authorized to be issued by the City its $1,458,578 General Obligation Refunding Warrant, Series 2007 (FBO Library Board) (the "Warrant"). The Warrant shall be dated the date of its delivery and shall contain and be subj ect to the terms and conditions set forth in the form of Warrant attached hereto as Exhibit "A" and made a part hereof. Section 3. Source of Payment; Security. The indebtedness evidenced and ordered paid by the Warrant is and shall be a general obligation of the City for payment of the principal of and the interest on which the full faith and credit of the City are hereby irrevocably pledged. The City further agrees that, so long as the Warrant remains outstanding and any portion thereof remains unpaid, and to the full extent of the City's power to do so under the constitution and laws of the State of 2 interest on which the full faith and credit of the City are hereby irrevocably pledged. The City further agrees that, so long as the Warrant remains outstanding and any portion thereof remains unpaid, and to the full extent of the City's power to do so under the constitution and laws of the State of Alabama, the City will continue to collect and enforce ad valorem taxes to the extent necessary to pay the principal of and interest on the Warrant. Section 4. Creation of Warrant Fund. There is hereby created a special trust fund of the City, the full name of which shall be "City of Fairhope, Alabama Warrant Fund (FBO Library Board), 2007." Regions Bank shall be and remain the Depository for the Warrant Fund. The monies in the Warrant Fund shall be used to pay the principal of and interest on the Warrant as the same shall become due and payable. There shall be paid into the Warrant Fund, on or before the last business day preceding any date on which a payment of principal of or interest on the Warrant is due, an amount which, when added to the amount then on deposit therein, will equal the principal of (if any) and interest on the Warrant coming due on such payment date. All monies on deposit in the Warrant Fund shall be used for payment of the principal of and interest coming due on the Warrant. The Warrant Fund shall be and at all times remain public funds impressed with a trust for the purpose for which the Warrant Fund is herein created. The Depository for the Warrant Fund shall at all times keep the monies on deposit with it in the Warrant Fund continuously secured for the benefit of the City and the Holder of the Warrant. Section 5. Desij4nation of Warrant; Covenant as to Tax -Exempt Oblil4ation. (a) The City intends that the Warrant be deemed designated as a qualified tax-exempt obligation for purposes of Section 265(b)(3) of the Code. In addition, the City acknowledges and agrees that the Warrant is to be issued in compliance with the conditions necessary for the interest income thereon to be exempt from federal income taxation pursuant to the relevant provisions of the Code and covenants and agrees that it will not in any way cause or permit the proceeds of the Warrant to be used in a manner which would cause the interest on the Warrant to lose the exemption from federal income taxation as provided under the Code and the applicable regulations thereunder and will comply with all applicable provisions of the Code (including, without limitation, the provisions relating to post - issuance actions affecting tax exemption) to the extent necessary for interest on the Warrant to be excludable from gross income of the holders thereof. (b) Upon the occurrence of a Determination of Taxability, as hereinafter defined, the City shall promptly notify the Holder of the Warrant and shall make all payments required by the terms of the Warrant. As used herein, the term "Determination of Taxability" shall mean a determination that the interest income on the Warrant is includable in gross income of the recipient thereof for federal income tax purposes, which determination shall be deemed to have been made upon the occurrence of the first to occur of the following: (i) The date on which the City determines that the interest income on the Warrant is includable in gross income for federal income tax purposes by filing with the Warrantholder a statement to that effect; 3 (ii) The date on which the City or any Warrantholder shall be advised by private ruling, technical advice or any other written communication from an authorized official of the Internal Revenue Service that, based upon any filings by the City, or upon any review or audit of the City, or upon any other grounds whatsoever, the interest income on the Warrant is includable in gross income for federal income tax purposes; (iii) The date on which the City shall receive notice from the Warrantholder in writing that the Warrantholder has been advised (A) by any Warrantholder that the Internal Revenue Service has notified such Warrantholder that it has determined that the interest income on the Warrant is includable in gross income for federal income tax purposes or (B) by any authorized official of the Internal Revenue Service that the interest income on the Warrant is includable in gross income for federal income tax purposes; or (iv) The date on which the City shall receive notice from the Warrantholder, that such Warrantholder has become aware of facts that cause such Warrantholder to determine in good faith that the interest income on the Warrant is includable in gross income for federal income tax purposes; provided, that no Determination of Taxability shall be deemed to have occurred: (1) as a result of a determination by the City pursuant to the preceding clause (i) unless supported by a written opinion of Bond Counsel acceptable to the Warrantholder and the City that the interest income on the Warrant is includable in gross income for federal income tax purposes; (2) as a result of the event described in the preceding clause (iv) if within twenty (20) days after the City has received notice of the event described in said clause (iv) the City shall deliver to the Warrantholder giving such notice an opinion of Bond Counsel acceptable to the Warrantholder that the interest income on the Warrant is not so includable; or (3) as a result of the events described in either of the preceding clauses (ii) and (iii) unless and until (A) the City has been afforded a reasonable opportunity, at its expense, to contest such a determination either through its own action (if permitted by law) or by or on behalf of the Warrantholder and (B) all such contests, if made, have been abandoned by the City or have been finally determined by a court of competent jurisdiction from which no further appeal exists. Section 6. Authorization. The Mayor and Clerk of the City are hereby authorized and directed to execute and deliver the Warrant to Regions Bank in exchange for the 2006 Warrant. Section 7. Contractual Provisions. The provisions of this Ordinance shall constitute a contract between the City and the Holder of the Warrant. Upon payment in full of the principal of and interest on the Warrant the obligations of the City hereunder shall cease. Section 8. Severability. The various provisions of this Ordinance are hereby declared to be severable. In the event any provisions hereof shall be held invalid by a court of competent jurisdiction, such invalidity shall not affect any other portion of this Ordinance. 0 The Chairman thereupon announced that the motion for the adoption of said Ordinance had been carried. There being no further business to come before the meeting the same was, on motion duly made and adopted, adjourned. 661271_1 is '&Mul By: Its City Clerk �N- /C---_ 5 EXHIBIT "A" FORM OF WARRANT UNITED STATES OF AMERICA STATE OF ALABAMA CITY OF FAIRHOPE, ALABAMA GENERAL OBLIGATION REFUNDING WARRANT SERIES 2007 (FBO LIBRARY BOARD) The CITY OF FAIRHOPE, ALABAMA, a municipal corporation under the laws of the State of Alabama (the "City"), for value received, hereby acknowledges that it is indebted in the principal sum of ONE MILLION FOUR HUNDRED FIFTY-EIGHT THOUSAND FIVE HUNDRED SEVENTY EIGHT AND 00/100 DOLLARS ($1,458,578), and hereby directs its Treasurer to pay such principal sum to REGIONS BANK, or registered assigns, and to pay interest on such principal sum from the date hereof until such principal sum shall become due and payable, at the Applicable Rate. As used herein the Applicable Rate shall be the London Interbank Offer Rate for 30-day loans as quoted in The Wall Street Journal on the business day prior to the date on which the rate is set or reset, less 1.05% (105 basis points). The Applicable Rate shall be set on the date of the Warrant and adjusted each thirty (30) days thereafter. Interest only on this Warrant shall be payable monthly on the first day of each month, commencing on the first day of the month following its issuance and delivery and continuing until August 1, 2008. The principal and interest on this Warrant shall be payable on August 1, 2008. Upon the occurrence of a Determination of Taxability (as defined in the Warrant Ordinance hereinafter described), interest hereon shall accrue at the rate of 8% per annum, and the payments shall be adjusted to provide for equal annual payments of principal and interest during the remaining term hereof, commencing with the payment immediately following receipt by the Holder hereof of notice of such occurrence. In addition, within ten (10) days following any Determination of Taxability, the City shall pay to the Holder hereof (without regard to whether such Holder shall have previously been the Holder) an amount equal to the difference between (a) the interest paid hereon from the date from which interest hereon became includable in gross income of the Holder to the date of the Determination of Taxability, and (b) the amount of interest which would have been payable hereon if this Warrant had borne interest at the rate of 8% per annum during that same period. The principal and interest so payable, and punctually paid or duly provided for on any payment date will, as provided in the ordinance adopted by the City Council of the City on , 2007 (the "Warrant Ordinance"), be paid to the person in whose name this Warrant is registered at the close of business on the last business day prior to the next preceding such payment date. Payment of principal of or interest on this Warrant due on each payment date shall be made by check or draft mailed by the City to the person entitled thereto at its address appearing in the Warrant Register maintained with respect to the Warrants. Such payments of principal and interest shall be deemed timely made if so mailed on the payment date or, if such payment date is not a date on which banks are open for business, on the next such day next following such payment date. A-1 Payment of the final installment of principal of and interest on this Warrant shall be made only upon surrender of this Warrant to the City. All such payments shall be made in such coin or currency of the United States of America as at the time of payment as legal tender for the payment of public and private debts. The indebtedness evidenced and ordered paid by this Warrant is a general obligation of the City, for the payment of the principal of and interest on which the full faith and credit of the City have been irrevocably pledged. The City hereby covenants and agrees that so long as this Warrant is outstanding it will levy and collect such taxes as are permitted under the Constitution and laws of the State of Alabama to the extent necessary to pay the principal hereof and interest hereon. This Warrant is subject to prepayment at any time, upon prior written notice to the Holder, in whole or in part, at a redemption price equal to the principal amount to be prepaid plus all interest accrued hereon to the date of prepayment. This Warrant is nonnegotiable and is transferable only by a transfer duly executed by the person in whose name this Warrant is registered on the registry books of the Clerk of the City. Each Holder hereof, by receiving or accepting this Warrant, shall consent and agree and shall be estopped to deny that this Warrant maybe transferred only in accordance with the provisions hereof. Without limiting the generality of the foregoing, each Holder hereof takes this Warrant subject to any prepayments. It is hereby certified and recited that the indebtedness evidenced and ordered paid by this Warrant is lawfully due without condition, abatement or offset of any description; that this Warrant has been registered in the manner provided in the Warrant Ordinance; that all conditions, actions and things required by the Constitution and laws of the State of Alabama to exist, be performed or happen precedent to the issuance of this Warrant exist, have been performed and have happened; and that the indebtedness evidenced and ordered paid by this Warrant, together with all other indebtedness incurred by the City, was at the time the same was created and is now within every debt and other limit prescribed by the Constitution and laws of the State of Alabama. IN WITNESS WHEREOF, the City has caused this Warrant to be executed in its behalf by its Mayor and by the City Clerk and has caused the seal of the City to be impressed hereon, and has caused this Warrant to be dated August 1, 2007. s' (SEAL) Attest: - City Clerk CITY OF FAIRHOPE, ALABAMA A-2 REGISTRATION AS CLAIM AGAINST WARRANT FUND I hereby certify that this Warrant has been registered by me as a claim against the Warrant Fund referred to in this Warrant. 1�r Treasurer, City Wairhope, Alabama ASSIGNMENT For value received hereby sell(s), assign(s) and transfer(s) unto the within Warrant and hereby irrevocably constitute(s) and appoint(s) , attorney, with full power of substitution in the premises, to transfer this Warrant on the books of the within -mentioned City. Dated this _ day of Signature Guarantee: (Bank, Trust Company or Fund) IIn (Authorized Officer) NOTE: The signature on this Assignment must correspond with the name of the registered owner as it appears on the face of the within Warrant in every particular, without alteration, enlargement or change whatsoever. A-3 CLERK'S CERTIFICATE I, AieK; te-e W. 31-OLSc�,- , Clerk of the City of Fairhope, Alabama (the "City") DO HEREBY CERTIFY that the foregoing pages of typewritten Excerpts of Minutes pertaining to the $1,458,578 in principal amount City of Fairhope, Alabama General Obligation Warrant, Series 2007 (FBO Library Board) constitute a true and correct copy of proceedings related to the City's Ordinance unanimously adopted on August 27, 2007, by the City Council in a meeting duly called and assembled, which was open to the public and at which a quorum was present and acting throughout, and that the original of said minutes appears on record in the Minute Book of the City which is in my custody and control. Given under my hand and the seal of the City of Fairhope, Alabama thisof 2007. 661271v2 l�- Clerk, City of Fairhope, Alabama WARRANT UNITED STATES OF AMERICA STATE OF ALABAMA CITY OF FAIRHOPE, ALABAMA GENERAL OBLIGATION REFUNDING WARRANT SERIES 2007 (FBO LIBRARY BOARD) The CITY OF FAIRHOPE, ALABAMA, a municipal corporation under the laws of the State of Alabama (the "City"), for value received, hereby acknowledges that it is indebted in the principal sum of ONE MILLION FOUR HUNDRED FIFTY-EIGHT THOUSAND FIVE HUNDRED SEVENTY EIGHT AND 00/100 DOLLARS ($1,458,578), and hereby directs its Treasurer to pay such principal sum to REGIONS BANK, or registered assigns, and to pay interest on such principal sum from the date hereof until such principal sum shall become due and payable, at the Applicable Rate. As used herein the Applicable Rate shall be the London Interbank Offer Rate for 30-day loans as quoted in The Wall Street Journal on the business day prior to the date on which the rate is set or reset, less 1.05% (105 basis points). The Applicable Rate shall be set on the date of the Warrant and adjusted each thirty (30) days thereafter. Interest only on this Warrant shall be payable monthly on the first day of each month, commencing on the first day of the month following its issuance and delivery and continuing until August 1, 2008. The principal and interest on this Warrant shall be payable on August 1, 2008. Upon the occurrence of a Determination of Taxability (as defined in the Warrant Ordinance hereinafter described), interest hereon shall accrue at the rate of 8% per annum, and the payments shall be adjusted to provide for equal annual payments of principal and interest during the remaining term hereof, commencing with the payment immediately following receipt by the Holder hereof of notice of such occurrence. In addition, within ten (10) days following any Determination of Taxability, the City shall pay to the Holder hereof (without regard to whether such Holder shall have previously been the Holder) an amount equal to the difference between (a) the interest paid hereon from the date from which interest hereon became includable in gross income of the Holder to the date of the Determination of Taxability, and (b) the amount of interest which would have been payable hereon if this Warrant had borne interest at the rate of 8% per annum during that same period. The principal and interest so payable, and punctually paid or duly provided for on any payment date will, as provided in the ordinance adopted by the City Council of the City on August 27, 2007 (the "Warrant Ordinance"), be paid to the person in whose name this Warrant is registered at the close of business on the last business day prior to the next preceding such payment date. Payment of principal of or interest on this Warrant due on each payment date shall be made by check or draft mailed by the City to the person entitled thereto at its address appearing in the Warrant Register maintained with respect to the Warrants. Such payments of principal and interest shall be deemed timely made if so mailed on the payment date or, if such payment date is not a date on which banks are open for business, on the next such day next following such payment date. Payment of the final installment of principal of and interest on this Warrant shall be made only upon surrender of this Warrant to the City. All such payments shall be made in such coin or currency of the United States of America as at the time of payment as legal tender for the payment of public and private debts. The indebtedness evidenced and ordered paid by this Warrant is a general obligation of the City, for the payment of the principal of and interest on which the full faith and credit of the City have been irrevocably pledged. The City hereby covenants and agrees that so long as this Warrant is outstanding it will levy and collect such taxes as are permitted under the Constitution and laws of the State of Alabama to the extent necessary to pay the principal hereof and interest hereon. This Warrant is subject to prepayment at any time, upon prior written notice to the Holder, in whole or in part, at a redemption price equal to the principal amount to be prepaid plus all interest accrued hereon to the date of prepayment. This Warrant is nonnegotiable and is transferable only by a transfer duly executed by the person in whose name this Warrant is registered on the registry books of the Cleric of the City. Each Holder hereof, by receiving or accepting this Warrant, shall consent and agree and shall be estopped to deny that this Warrant may be transferred only in accordance with the provisions hereof. Without limiting the generality of the foregoing, each Holder hereof takes this Warrant subject to any prepayments. It is hereby certified and recited that the indebtedness evidenced and ordered paid by this Warrant is lawfully due without condition, abatement or offset of any description; that this Warrant has been registered in the manner provided in the Warrant Ordinance; that all conditions, actions and things required by the Constitution and laws of the State of Alabama to exist, be performed or happen precedent to the issuance of this Warrant exist, have been performed and have happened; and that the indebtedness evidenced and ordered paid by this Warrant, together with all other indebtedness incurred by the City, was at the time the same was created and is now within every debt and other limit prescribed by the Constitution and laws of the State of Alabama. IN WITNESS WHEREOF, the City has caused this Warrant to be executed in its behalf by its Mayor and by the City Clerk and has caused the seal of the City to be impressed hereon, and has caused this Warrant to be dated August 1, 2007. CITY OF FAIRHOPE, ALABAMA +(SEAL) J� Attest e City Clerk Form 8038-G (Rev. November 2000) Department of the Treasury Internal Revenue Service rmation Return for Tax -Exempt Governmental Obligati ► Under Internal Revenue Code section 149(e) ► See separate Instructions. Caution: If the issue price is under $100,000, use Form 8038-GC. OMB No. 1545-0720 ro"MlJortir A-tknritir If Amended Return. check here ► 1 1 1 Issuer's name 2 Issuer's employer identification number City of Fairhope, Alabama 63 : 6001254 3 Number and street (or P.O. box if mail is not delivered to street address) Room/suite 4 Report number Post Office Box 429 3 2007- - 5 City, town, or post office, state, and ZIP code 6 Date of issue Fairhope, Alabama 36533 August _, 2007 7 Name of issue 8 CUSIP number City of Fairhope, Alabama General Obligation Warrant, Series 2007 (FBO Library Board) NIA 9 Name and title of officer or legal representative whom the IRS may call for more information 10 Telephone number of officer or legal representative Nancy Wilson, Treasurer ( 251 ) 929-0346 T e of Issue (check applicable box(es) and enter the issue rice) See instructions and attach schedule 11 ❑ Education . . . . . . . . . . . . . . . . . . . . . . . . . 11 12 ❑ Health and hospital . . . . . . . . . . . . . . . . . . . . . . 12 13 ❑ Transportation . . . . . . . . . . . . . . . . . . . . . . . . . 13 14 ❑ Public safety . . . . . . . . . . . . . . . . . . . . . . . . . 14 15 ❑ Environment (including sewage bonds) . . . . . . . . . . . . . . . . 15 16 ❑ Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 17 ❑ Utilities . . . . . . . . . . . . . . . . . . . . . . . 17 18 ❑✓ Other. Describe ► Capital Improvements 18 1,458,578 19 If obligations are TANS or RANs, check box ► ❑ If obligations are BANS, check box ► ❑ 20 If obligations are in the form of a lease or installment sale, check box ► ❑ Description of Obligations. Com lete for the entire issue for which this form is bein filed. a Final maturity date (b) Issue rice 7 (c) Stated redemption (d) Weighted (e) Yield () Y p price at maturity average maturity 21 August 1, 2008 $ 1,458,578 1 $ 1,458,578 1 years VR Uses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22 23 Issue price of entire issue (enter amount from line 21, column (b)) . . . . . . . . 23 1,458,578 24 Proceeds used for bond issuance costs (including underwriters' discount) 24 25 Proceeds used for credit enhancement . . . . . . . . . . . . 25 26 Proceeds allocated to reasonably required reserve or replacement fund . . 26 27 Proceeds used to currently refund prior issues . . . . . . . . . 27 1,458,5 88 28 Proceeds used to advance refund prior issues . . . . . . . . . 28 29 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . 29 1,458,578 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) . 30 0 Descri tion of Refunded Bonds (Complete this part only for refunding bonds.) 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . ► 0 years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . ► years 33 Enter the last date on which the refunded bonds will be called . . . . . . . . . . . ► 34 Enter the date(s) the refunded bonds were issued ► July 28, 2006 UMM Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) 36a b Enter the final maturity date of the guaranteed investment contract ► MR 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the name of the issuer ► and the date of the issue ► 38 If the issuer has designated the issue under section 265(b)(3)(13)(i)(III) (small issuer exception), check box . . . ► 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . . ► ❑ 40 If the issuer has identified a hedge, check box ► ❑ . . . . . . . . . . . . . . . . . . . . . . . Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and f, they are true, correct, an complete. Sign t HereI 'Timothy M. Kant, Mayor ure of issuer' author zed representative I Date Type or print name and title For Paperwork Reduction Ac Notice, see page 2 of the Instructions. cat. No. 63773S Form 8038-G (Rev. 11-2000) NON -ARBITRAGE AND TAX CERTIFICATE The undersigned, Mayor of the City of Fairhope, Alabama and City Treasurer of the City of Fairhope, Alabama, a municipal corporation organized under the laws of the State of Alabama (the "City"), being duly charged with responsibility for issuing and delivering the Warrant described below, HEREBY CERTIFY, as follows: 1. The City is issuing and delivering simultaneously with the delivery of this Certificate, its general obligation warrant in the principal amou t of $1,458,578 (the "Warrant") to evidence the loan authorized by ordinance of the City No. Z adopted on August 27, 2007 (the "Authorizing Ordinance"). The Warrant is being issued for the purpose of refinancing costs for a new library for the City (the "Capital Improvements") as described in the Authorizing Ordinance. 2. The total proceeds to be received by the City from the Warrant (viz., the sum of $1,458,578) will be applied to the renewal of the loan evidenced by the 2006 Warrant. The outstanding principal amount of the 2006 Warrant as of the date hereof is $1,458,578. 3. No portion of the proceeds will be used to pay costs of issuance incurred in connection with the Warrant. 4. The original proceeds of the Warrant will not exceed the amount necessary for the purpose for which it is issued. 5. Except for the Warrant Fund created pursuant to the Authorizing Ordinance, there are no funds created or maintained by the City the monies in which may be used to pay the principal of and interest on the Warrant. 6. There are no other obligations of the City that (i) are issued at substantially the same time as the Warrant, (ii) are sold pursuant to a common plan of financing together with the Warrant, and (iii) will be paid out of substantially the same source of funds (or will have substantially the same claim to be paid out of substantially the same source of funds) as the Warrant. 7. The Capital Improvements financed by the Warrant will be owned and operated by the City and will not be used in connection with any private business. Other than use as a member of the general public, no private business will have any special rights to the use of such Capital Improvements. 8. No artifice or device has been employed in the issuance of the Warrant that attempts to circumvent the provisions of Sections 103 and 148 of the Internal Revenue Code or the related Regulations thereunder related to "arbitrage bonds." 9. To the best of the knowledge and belief of the undersigned, the expectations set forth in this Certificate are reasonable. 10. To ensure the tax-exempt status of the Warrant, the City covenants and agrees that it will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended, including, without limitation, the provisions relating to post -issuance actions affecting tax exemption, to the extent necessary for interest on the Warrant to be excludable from gross income of the holders thereof. 11. The information contained in the Form 8038-G of even date herewith, executed by the Mayor in connection with the issuance of the Warrant, is true and correct. 667151v2 GIVEN this [ 5tday of August, 2007. �:� t'- - Kt^'� - , City kFairiope, Alabama r vim- - ti. - v �W '_. City Treasur r, ity of Fairhope, Alabama 2 EXCERPTS FROM THE MINUTES OF A REGULAR MEETING OF THE CITY OF FAIRHOPE, ALABAMA HELD ON AUGUST 27, 2007 A regular meeting of the City Council of the City of Fairhope, Alabama was held at the City Council Chambers of the City of Fairhope in Fairhope, Alabama on 27' DAY OF AUGUST, 2007, at 5:30 p.m. Upon roll call, the following members of the Council were: Present Absent Council President - Bob Gentle Councilmember - Debbie W. Quinn Councilmember — Dan Stankoski Councilmember — Ceil Christenberry Councilmember — Mike Ford Council President Gentle acted as Chairman of the meeting. The Chairman stated that due notice of the time, place and purpose of the meeting having been given to all members of the Council and posted in accordance with Alabama law, and a quorum being present, the meeting was open for the transaction of business. The Chairman then stated that it would be in order to consider the adoption of an ordinance relating to the City's general obligation warrant for the purpose of financing construction of a new library for the City, all as described in such ordinance. Upon motion duly made by Councilmember Stankoski and seconded by Councilmember Christenbegy, after discussion, the following ordinance was duly adopted by unanimous vote of the Mayor and Council: