|
with such proceeds, a11 in such manner and to the extent necessary to assure such exclusion of that
<br />interest under the Code.
<br />The City represents that the Outstanding Notes were designated as "qualified tax-exempt
<br />obligations" pursuant to Section 265(b)(3) of the Code. The City hereby covenants that the City will
<br />redeem the Outstanding Notes from proceeds of, and within 90 days after issuance of, the Bonds, and
<br />represents that all other conditions are met for treating the Bonds as "qualified tax-exempt
<br />obligations" and as not to be taken into account under subparagraph (D) of Section 265(b)(3) of the
<br />Code, without necessity for further designation, by reason of subparagraph (D)(ii) of Section
<br />265(b)(3) of the Code. Further, the City represents and covenants that, during any time or in any
<br />manner as might affect the status of the Bonds as "qualified tax-exempt obligations", it has not
<br />formed or participated in the formation of, nor benefited from or availed itself of, any entity in order
<br />to avoid the purposes of subparagraph (C) or (D) of Section 265(b)(3) of the Code, and will not form,
<br />participate in the formation of, or benefit from or avail itself of, any such entity. This City further
<br />represents that the Bonds are not being issued as part of a direct or indirect composite issue that
<br />combines issues or lots of tax-exempt obligations of different issuers.
<br />The Director of Finance, as the fiscal officer, or any other officer of the City having
<br />responsibiliiy for issuance of the Bonds is hereby authorized (a) to make or effect any election,
<br />selection, designation, choice, consent, approval, or waiver on behalf of the City with respect to the
<br />Bonds as the City is permitted or required to make or give under the federal income tax laws,
<br />including, without limitation, any of the elections available under Section 148 of the Code, for the
<br />purpose of assuring, enhancing or protecting favorable tax treatment or status of the Bonds or interest
<br />thereon or assisting compliance with requirements for that purpose, reducing the burden or expense
<br />of such compliance, reducing the rebate amount or payments or penalties, or making payments of
<br />special amounts in lieu of making computations to determine, or paying, excess earnings as rebate, or
<br />obviating those amounts or payments, as determined by that ofFicer, which action shall be in writing
<br />and signed by the officer, (b) to take any and all other actions, make or obtain calculations, make
<br />payments, and make or give reports, covenants and certifications of and on behalf of the City, as may
<br />be appropriate to assure the exclusion of interest from gross income and the intended tax status of the
<br />Bonds, and (c) to give one or more appropriate certificates of the City, for inclusion in the transcript
<br />of proceedings for the Bonds, setting forth the reasonable expectations of the City regarding the
<br />amount and use of a11 the proceeds of the Bonds, the facts, circumstances and estimates on which they
<br />are based, and other facts and circumstances relevant to the tax treatment or status of the Bonds and
<br />interest thereon.
<br />Each covenant made in this Section with respect to the Bonds is also made with
<br />respect to all issues any portion of the debt service on which is paid from proceeds of the Bonds (and,
<br />if different, the original issue and any refunding issues in a series of refundings), to the extent such
<br />compliance is necessary to assure exclusion of interest on the Bonds from gross income for federal
<br />income tax purposes, and the officers identified above are authorized to take actions with respect to
<br />those issues as they are authorized in this Section to take with respect to the Bonds.
<br />Section 9. Certification and Delivery of Ordinance and Certificate of Award. The
<br />Clerk of Council is directed to deliver promptly a certified copy of this ordinance and a signed copy
<br />of the Certificate of Award to the Cuyahoga County Auditor as soon as each is available.
<br />-13-
<br />.,7?n ary ? _ .,
|