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Director of Finance determines that an Escrow Agreement is necessary or beneficial to facilitate the
<br />refunding of the Refunded Bonds. Such an Escrow Agreement shall be in such form, not inconsistent with
<br />this Resolution, as the Director of Finance shall determine.
<br />Section 11. Federal Tax Law Compliance. The City hereby covenants that it shall comply with
<br />the requirements of all existing and fate e laws which must be satisfied in order that interest on the Bonds is
<br />and will continue to be excluded from gross income for federal income tax purposes, including without
<br />limitation restrictions on the use of the property financed with the proceeds of the Bonds so that the Bonds
<br />will not constitute "private activity bonds" within the meaning of Section 141 of the Internal Revenue Code
<br />of 1986, as amended (the "Code "). The City further covenants that it shall restrict the use of the proceeds of
<br />the Bonds in such manner and to such extent, if any, as may be necessary, after taking into account
<br />reasonable expectations at the time the Bonds are issued, so that they will not constitute arbitrage bonds
<br />under Section 148 of the Code and the regulations prescribed thereunder (the "Regulations ").
<br />The Director of Finance, or any other officer, including the Mayor, is hereby authorized and
<br />directed (a) to make or effect any election, selection, designation, choice, consent, approval or waiver on
<br />behalf of the City with respect to the Bonds as permitted or required to be made or given under the federal
<br />income tax laws, for the purpose of assuring, enhancing or protecting favorable tax treatment or the status of
<br />the Bonds or interest thereon or assisting compliance with requirements for that purpose, reducing the
<br />burden or expense of such compliance, reducing any rebate amount or any payment of penalties, or making
<br />any payments of special amounts in lieu of making computations to determine, or paying, any excess
<br />earrings as rebate, or obviating those amounts or payments, as determined by the Director of Finance, which
<br />action shall be in writing and signed by the Director of Finance, or any other officer, including the Mayor,
<br />on behalf of the City; (b) to take any and all actions, make or obtain calculations, and make or give reports,
<br />covenants and certifications of and on behalf of the City, as may be appropriate to assure the exclusion of
<br />interest from gross income and the intended tax status of the Bonds; and (c) to give an appropriate certificate
<br />on behalf of the City, for inclusion in the transcript of proceedings, setting forth the facts, estimates and
<br />circumstances, and reasonable expectations of the City pertaining to Section 148 and the Regulations, and
<br />the representations, warranties and covenants of the City regarding compliance by the City with Sections
<br />141 through 150 of the Code and the Regulations.
<br />The Director of Finance shall keep and maintain adequate records pertaining to investment of all
<br />proceeds of the Bonds sufficient to permit, to the maximum extent possible and presently foreseeable, the
<br />City to comply with any federal law or regulation now or hereafter having applicability to the Bonds which
<br />limits the amount of bond proceeds which may be invested on an unrestricted yield or requires the City to
<br />rebate arbitrage profits to the United States Department of the Treasury. The Director of Finance is hereby
<br />authorized and directed to file such reports with, and rebate arbitrage profits to, the United States
<br />Department of the Treasury, to the extent that any federal law or regulation having applicability to the
<br />Bonds requires any such repots or rebates.
<br />Section 12. Transcript of Proceedings; Execution of Additional Documents. The officer
<br />having charge of the minutes of the Council and any other officers of the Council, or any of them
<br />individually, are hereby authorized and directed to prepare and certify a true transcript of proceedings
<br />pertaining to the Bonds and to furnish a copy of such transcript to the Original Purchaser. Such transcript
<br />shall include certified copies of all proceedings and records of the Council relating to the power and
<br />authority of the City to issue the Bonds and certificates as to matters within their knowledge or as shown by
<br />the books and records under their custody and control, including but not limited to a general certificate of
<br />the Clerk of Council and a no- litigation certificate of the Mayor and the Director of Finance, and such
<br />certified copies and certificates shall be deemed representations of the City as to the facts stated therein.
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