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(b) a Loan Agreement and Security Agreement (the "Agreement") <br /> between the Board and the Corporation; <br /> (c) a Trust Indenture (the "Indenture")between the Board and a trustee <br /> bank to be selected by the Corporation(the "Trustee"); and <br /> (d) a Preliminary Official Statement (the "Preliminary Official <br /> Statement")relating to the Bonds; <br /> NOW, THEREFORE, BE IT RESOLVED by the City of Batesville, Arkansas <br /> Public Facilities Board: <br /> Section 1. The issuance of the Bonds in the aggregate principal amount of not <br /> to exceed $42,000,000 is authorized. The Bonds shall be issued in the form and denominations; <br /> shall be dated; shall be numbered; shall mature not later than April 1, 2032; shall have a true <br /> interest cost (after taking into account original issue discount and premium and Underwriter's <br /> discount, but excluding costs of issuing the Bonds)not greater than 3.60%; and shall be subject to <br /> redemption prior to maturity all upon the terms and conditions recommended by the Corporation <br /> and to be set forth in the Indenture. The maturity schedule and the interest rate per maturity shall <br /> be approved by the Chairman or Vice Chairman of the Board. The Bonds may be divided into <br /> multiple series if taxable and tax-exempt bonds are being issued, if advantageous for planning <br /> purposes or if necessitated for federal income tax purposes, as determined by the Chief Financial <br /> Officer of the Corporation, and, if multiple series are issued, each series shall have a letter <br /> designation, commencing with "A." As determined by the Corporation, the Bonds may be issued <br /> to provide funds to accomplish all or any combination of the purposes authorized hereby. <br /> Section 2. Within the parameters described in Section 1 of this Resolution and <br /> in accordance with the request of the Corporation that the sale of the Bonds be made on a <br /> negotiated basis, the Bonds shall be sold to the Underwriter for the purchase price (which shall <br /> include an Underwriter's discount not greater than 1.20%), plus accrued interest, if any, from the <br /> date of the Bonds to the date of delivery, and upon the terms and conditions set forth in the Bond <br /> Purchase Agreement. The Chairman, Vice Chairman and Secretary are each hereby authorized <br /> and directed to execute and deliver, for and on behalf of the Board,the Bond Purchase Agreement <br /> to the Underwriter and the Corporation. In addition to the compensation in the form of <br /> Underwriter's discount, the Underwriter shall be entitled to such other compensation and to the <br /> reimbursement of such expenses as shall be agreed upon by the Corporation and the Underwriter <br /> so long as such amounts are payable from proceeds of the Bonds or by the Corporation. <br /> Section 3. To prescribe the terms and conditions upon which the Bonds are to <br /> be executed, issued, accepted, held and secured, the Chairman,Vice Chairman and Secretary of <br /> the Board are each hereby authorized and directed to execute and deliver, for and on behalf of the <br /> Board,the Indenture to the Trustee. <br /> Section 4. There is hereby authorized the loan of the proceeds of the Bonds to <br /> the Corporation in accordance with the provisions of the Loan Agreement. The Chairman, Vice <br /> 3 <br />