|
adversely affect the status of the Notes as "qualified tax-exempt obligations". Further, the Ciry
<br />represents and covenants that, during any time or in any manner as might affect the status of the
<br />Notes as "qualified tax-exempt obligations", it has not formed or participated in the formation of,
<br />or benefited from or availed itself of, any entity in order to avoid the proposes of subparagraph
<br />(C) or (D) of Section 265(b)(3) of the Code, and will not form, participate in the formation of, or
<br />benefit from or avail itself of, any such entity. The City further represents that the Notes are not
<br />being issued as part of a direct or• indirect composite issue that combines issues or lots of tax-
<br />exempt obligations of different issuers.
<br />The Director of Finance or any other officer of the City having responsibility for issuance
<br />of the Notes is hereby authorized (a) to make or effect any election, selection, designation,
<br />choice, consent, approval or waiver on behalf of the City with respect to the Notes as the Ciry is
<br />permitted to or required to make or give under the federal income tax laws, including, without
<br />limitation thereto, any of the elections provided for• in Section 148(f)(4)(C) of the Code or
<br />available under Section 148 of the Code, for the purpose of assuring, enhancing or protecting
<br />favorable tax treatment or status of the Notes or interest thereon or assisting compliance with
<br />requirements for that purpose, reducing the burden or expense of such compliance, reducing the
<br />rebate amount or payments or penalties, or making payments of special amounts in lieu of
<br />makirrg computations to determine, or paying excess earnings as rebate, or obviating those
<br />amounts or payments, as determined by that officer, which action shall be in writing and signed
<br />by the officer, (b) to take any and all other actions, make or obtain calculations, make payments,
<br />and make or give reports, covenants and certifications of and on behalf of the City, as may be
<br />appropriate to assure the exclusion of interest from gross income and the intended tax status of
<br />the Notes, and (c) to give one or more appropriate certificates of the City, for inclusion in the
<br />transcript of proceedings for• the Notes, setting forth the reasonable expectations of the City
<br />regarding the amount and use of all the proceeds of the Notes, that facts circumstances and
<br />estimates on which they are based, and other facts and circumstances relevant to the tax
<br />treatment of the interest on and the tax status of the Notes.
<br />Section 11. If, in the judgment of the Director of Finance, the filing of an application
<br />for (a) a rating on the Notes by one or more nationally-recognized rating agencies, or (b) a policy
<br />of insurance from a company or• companies to better assure the payment of principal of and
<br />interest on the Notes, is in the best interest of and financially advantageous to this City, the
<br />Director of Finance is authorized to prepare and submit those applications, to provide to each
<br />such agency or company such information as may be required for the purpose, and to provide
<br />further for the payment of the cost of obtaining each such rating or policy, except to the extent
<br />otherwise paid in accordance with the Note Purchase Agreement, from the proceeds of the Notes
<br />to the extent available and otherwise from any other funds lawfully available and that are
<br />appropriated or shall be appropriated for that purpose. To the extent the Director of Finance has
<br />taken such actions, those actions ar•e hereby ratified and confirmed.
<br />Section 12. The City desires to retain Benesch, Friedlander, Coplan & Aronoff LLP
<br />("Benesch") as bond counsel to the City in connection with the issuance and sale of the Notes in
<br />accordance with the terms and conditions provided in the engagement letter from Benesch now
<br />on file with the Clerk of Council. That engagement letter is approved and the Mayor is
<br />authorized to sign and deliver, in the name of and on behalf of the City, the acceptance of that
<br />engagement letter in substantially the form now on file with the Clerk of Council with such
<br />5
<br />
|