Common use of Sale of Bonds Clause in Contracts

Sale of Bonds. The City shall, immediately upon execution of this Agreement by the parties hereto, proceed with the issuance and sale of an initial series of bonds secured by the levy of special taxes within Improvement Area No. 1 (the “Bonds”) to be issued pursuant to the Act and the Financing Plan. The Bonds shall be issued in one or more series and each series shall be sized so that as of the date of issuance of such series of the Bonds the aggregate appraised value of all taxable properties within the Improvement Area for which such Bonds are being issued shall comply with the value-to-lien standards set forth in the Financing Plan or as otherwise approved by the City Council pursuant to the Goals and Policies. In addition, as to any subsequent series of Bonds, the issuance of such Bonds shall comply with the Financing Plan and such parity bonds test as may be set forth in the Bond Indenture. The appraised value of taxable property for purposes of this paragraph shall be determined by an independent appraisal undertaken for the City utilizing appraisal assumptions approved by the City and, as to each subsequent series of the Bonds, consistent with the applicable parity bonds requirements. The proceeds of each series of the Bonds shall be used in the following priority to (i) fund a reserve fund for the payment of principal and interest with respect to such Bonds; (ii) as provided in the Financing Plan, fund up to eighteen (18) months of capitalized interest on such Bonds in an amount not to exceed the amount required to pay interest on such Bonds, or a lesser amount requested by Owner; (iii) pay for costs of issuance of such Bonds including, without limitation, underwriter’s discount, bond counsel fees, printing, and paying agent fees; (iv) as to the first series of the Bonds, pay for the costs of forming CFD No. 16-I, including reimbursement of advances of funds to the City by Owner pursuant to the Deposit Agreement to pay for the City’s legal, engineering, financial, special tax, appraisal and market absorption consulting expenses incurred relating to the formation of CFD No. 16-I and issuance of the Bonds; and (v) pay the costs of the acquisition or construction of the Improvements. The timing of the issuance and sale of each series of the Bonds, the terms and conditions upon which such Bonds shall be issued and sold, the method of sale of such Bonds and the pricing thereof shall be determined by the City and shall conform to the Goals and Policies, the Financing Plan and this Agreement. The sale of each series of the Bonds shall be subject to receipt by the City of a competitively bid or negotiated bond purchase agreement which is acceptable to the City. The sale of each series of the Bonds shall also be conditional upon the preparation of an official statement that is, in the sole judgment of the City, “deemed final” as such term is used in Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”). The principal amount of each series of the Bonds to be issued shall be determined in accordance with the Goals and Policies and the Financing Plan such that the maximum projected annual special tax revenues securing such Bonds and all outstanding parity Bonds, equals at least 110% of the projected annual gross debt service on all of the Bonds following the issuance of such series of the Bonds. Owner, on behalf of itself, any affiliates of the Owner and any successor or assign of the Owner including but not limited to all Merchant Builders, agrees (a) to provide all information regarding the development of the property within the Improvement Area for which Bonds are being issued, including the financing plan for such development, which are necessary to ensure that the official statement for each series of the Bonds complies with the requirements of the Rule and all other applicable federal and state securities laws; (b) to enter into a continuing disclosure agreement to provide such continuing disclosure pertaining to the Improvement Area, the development thereof and the Owner as necessary to ensure ongoing compliance with the continuing disclosure requirements of the Rule and (c) to cause its counsel to provide an opinion of such counsel in a form satisfactory to the underwriter of such series of the Bonds and underwriter’s counsel or disclosure counsel, as applicable.

Sale of Bonds. The City shall, immediately upon execution of this Agreement by the parties hereto, proceed with the issuance and sale of an initial series of bonds secured by the levy of special taxes within Improvement Area No. 1 (the “Bonds”) agrees to be issued pursuant use its best efforts to the Act and the Financing Plan. The Bonds shall be issued in engage one or more series and each series shall bond underwriters who will be sized so responsible for finding a buyer or buyers for the Road Bonds. In the event that as of the date of issuance of such series of the Bonds the aggregate appraised value of all taxable properties within the Improvement Area for which such Bonds are being issued shall comply with the value-to-lien standards set forth in the Financing Plan or as otherwise approved by the City Council pursuant after using its best efforts is unable to find buyers for the Goals and Policies. In addition, as to any subsequent series of Road Bonds, the issuance of such Bonds shall comply with Partnership agrees to purchase or cause to be purchased by others the Financing Plan and such parity bonds test as may be set forth in the Bond Indenture. The appraised value of taxable property for purposes of this paragraph shall be determined by an independent appraisal undertaken for the City utilizing appraisal assumptions approved by the City and, as to each subsequent series of the Road Bonds, consistent with the applicable parity bonds requirements. The proceeds of each series of the Bonds shall be used in the following priority to on condition that: (i) fund a reserve fund for the payment purchase price and face amount of principal and interest with respect Road Bonds to such Bondsbe purchased by or on behalf of the Partnership shall not exceed Twenty Two Million Dollars ($22,000,000.00) less the amount of City Tax Revenue the City has agreed to deposit in the City Escrow Account pursuant to Section 2.6 hereof; (ii) as provided in if the Financing PlanCity issues Road Bonds whose total face amount exceeds the amount being purchased by the Partnership, fund up the Partnership's obligation to eighteen (18) months purchase any such Road Bonds will be contingent on a simultaneous purchase by a third party of capitalized interest on such all Road Bonds in an amount not to exceed excess of the amount required to pay interest on such Bondsbeing purchased by the Partnership, or a lesser amount requested by Owner; (iii) pay for costs the Road Bonds shall be of issuance investment quality, (iv) the Partnership, in its sole discretion, must approve the terms of such the Road Bonds (including, without limitation, underwriter’s discountmaturity, interest rate, tax exempt status and security) and of all bond counsel fees, printing, and paying agent fees; (iv) as to the first series of the Bonds, pay for the costs of forming CFD No. 16-I, including reimbursement of advances of funds to the City by Owner pursuant to the Deposit Agreement to pay for the City’s legal, engineering, financial, special tax, appraisal and market absorption consulting expenses incurred documents or other documents relating to the formation of CFD No. 16-I and issuance of the Road Bonds; and (v) pay the costs of the acquisition or construction of the Improvements. The timing of the issuance and sale of each series of the Bonds, the terms and conditions upon which such no Road Bonds shall be issued until after the second anniversary of the later of the date that i) the Riverboat Gaming Project opens for business, and sold, ii) the method City makes a deposit of sale of City Tax Revenues into the City Escrow Account; (vi) the City has not entered into any agreements with any other governmental entities which would obligate it to share the City Tax Revenues with any other governmental entity and has agreed not to enter into any such sharing agreement so long as the Road Bonds are outstanding; (vii) the Road Bond proceeds are placed in escrow (the "Road Bond Escrow") and the pricing thereof shall be determined by Partnership receives a first lien on said Road Bond Escrow until it is disbursed to pay Road Project Costs, (viii) the applicable documents contain provisions requiring the City and shall conform to the Goals and Policies, the Financing Plan and this Agreement. The sale of each series terminate construction of the Road Project and apply funds held in the Road Bond Escrow toward prepayment of the Road Bonds shall be subject to receipt by in the event there is a change in law or other circumstance during construction of the Road Project which reduces the City's share of the Gaming Tax below the amount of Gaming Tax it would receive under State law as in effect on the date this Agreement is signed, and (ix) there has been no change in law or other circumstance that would impair the City of a competitively bid or negotiated bond purchase agreement which is acceptable to the City. The sale of each series of the Bonds shall also be conditional upon the preparation of an official statement that is, in the sole judgment of the City, “deemed final” as such term is used in Rule 15c2-12 of the Securities from receiving and Exchange Commission (the “Rule”). The principal amount of each series of the Bonds to be issued shall be determined in accordance with the Goals and Policies and the Financing Plan such that the maximum projected annual special tax revenues securing such Bonds and all outstanding parity Bonds, equals using at least 11050% of the projected annual gross debt service Admissions Tax (as existing under state law in effect on the date of this Agreement) and 10% of all other Gaming Tax, as imposed by state law in effect on the date of this Agreement, paid in connection with the Riverboat Gaming Project, for payment of the Bonds following Road Bonds, and as a result thereof the issuance of such series of available revenue is insufficient to pay the Road Bonds. Owner, on behalf of itself, any affiliates of the Owner and any successor or assign of the Owner including but not limited to all Merchant Builders, agrees (a) to provide all information regarding the development of the property within the Improvement Area for which Bonds are being issued, including the financing plan for such development, which are necessary to ensure that the official statement for each series of the Bonds complies with the requirements of the Rule and all other applicable federal and state securities laws; (b) to enter into a continuing disclosure agreement to provide such continuing disclosure pertaining to the Improvement Area, the development thereof and the Owner as necessary to ensure ongoing compliance with the continuing disclosure requirements of the Rule and (c) to cause its counsel to provide an opinion of such counsel in a form satisfactory to the underwriter of such series of the Bonds and underwriter’s counsel or disclosure counsel, as applicable.

Sale of Bonds. The At the request of Developer, the City shall, immediately upon execution of this Agreement by the parties hereto, shall proceed with the issuance and sale of an initial series of bonds secured by the levy of special taxes within Improvement Area No. 1 (the “Bonds”) to be issued pursuant to the Act and the Financing Plan. The Bonds shall be issued , in one or more series as tax-exempt and each series taxable. The Bonds shall be sized so that as of the date of issuance of such series of the Bonds the aggregate appraised value of all taxable properties within the Improvement Area CFD No. 2024-1 for which such Bonds are being issued shall comply with the value-to-lien standards set forth in the Financing Plan Goals and Policies or as otherwise approved by the City Council pursuant to the Goals and Policies. In addition, as to any subsequent series of Bonds, the issuance of such Bonds shall comply with the Financing Plan and such parity bonds test as may be set forth in the Bond Indenture. The appraised value of taxable property for purposes of this paragraph shall be determined by an independent appraisal undertaken for the City utilizing appraisal assumptions approved by the City and, as to each subsequent series of the Bonds, consistent with the applicable parity bonds requirements. The proceeds of each series of the Bonds shall be used in the following priority to (i) fund a reserve fund for the payment of principal and interest with respect to such Bonds; (ii) as provided in the Financing Plan, fund up to eighteen (18) months of capitalized interest on such Bonds in an amount not to exceed the amount required to pay interest on such Bonds until sufficient special taxes may be placed on the tax roll to pay the scheduled debt service on such Bonds, or a lesser amount requested by Owner; (iii) pay for costs of issuance of such Bonds including, without limitation, underwriter’s discount, bond counsel fees, printing, and paying agent fees; (iv) as to the first series of the Bonds, pay for the costs of forming CFD No. 162024-I1, including reimbursement of advances of funds to the City by Owner pursuant to the Deposit Agreement Developer to pay for the City’s legal, engineering, financial, special tax, appraisal and market absorption consulting expenses incurred relating to the formation of CFD No. 162024-I 1 and issuance of the Bonds; and (v) pay the costs of the acquisition or construction of the Improvements. Improvement to be financed from the proceeds of the Bonds, and (vi) pay the Fees as detailed in Exhibit A. The timing of the issuance and sale of each series of the Bonds, the terms and conditions upon which such Bonds shall be issued and sold, the method of sale of such Bonds and the pricing thereof shall be determined solely by the City and shall conform to the Goals and Policies, the Financing Plan Policies and this Agreement. The sale of each series of the Bonds shall be subject to receipt by the City of a competitively bid or negotiated bond purchase agreement which is acceptable to the City. The sale of each series of the Bonds shall also be conditional upon the preparation of an official statement that is, in the sole judgment of the City, “deemed final” as such term is used in Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”). The principal amount of each series of the Bonds to be issued shall be determined in accordance with the Goals and Policies and the Financing Plan such that the maximum projected annual special tax revenues securing such Bonds and all outstanding parity Bonds, equals at least 110% of the projected annual gross debt service on all of the Bonds following the issuance of such series of the Bonds. OwnerThe Bonds shall be issued as tax-exempt and taxable bonds in the amounts determined by the City in consultation with it bond counsel and municipal advisor. Developer, on behalf of itself, any affiliates of the Owner Developer and any successor or assign of the Owner Developer including but not limited to all Merchant Buildersthe Builder, agrees (a) to provide all information regarding the development of the property within the Improvement Area for which Bonds are being issuedCFD No. 2024-1, including the financing plan for such development, which are necessary to ensure that the official statement for each series of the Bonds complies with the requirements of the Rule and all other applicable federal and state securities laws; (b) to enter into a continuing disclosure agreement to provide such continuing disclosure pertaining to the Improvement AreaCFD No. 2024-1, the development thereof and the Owner Developer as necessary to ensure ongoing compliance with the continuing disclosure requirements of the Rule and (c) to cause its counsel to provide an opinion of such counsel in a form satisfactory to the underwriter of such series of the Bonds and underwriter’s counsel or disclosure counsel, as applicable.