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<br />148 of the Internal Revenue Code of 1986, as amended (the Code). The Director
<br />of Finance, as the fiscal officer, or any other officer of the City having
<br />responsibility for the issuance of the Notes shall give an appropriate
<br />certificate of the City, for inclusion in the transcript of proceedings for
<br />the Notes, setting forth the reasonable expectations of the City regarding the
<br />amount and use of all the proceeds of the Notes, the facts, circumstances and
<br />estimates on which they are based, and other facts and circumstances relevant
<br />to the tax treatment of interest on the Notes.
<br />The City covenants that it (a) will take or cause to be taken such
<br />actions which may be required of it for the interest on the Notes to be and
<br />remain excluded from gross income for federal income tax purposes, and (b)
<br />will not take or permit to be taken any actions which would adversely affect
<br />that exclusion, and that it, or persons acting far it, will, among other acts
<br />of compliance, (i) apply the proceeds of the Notes to the governmental purpose
<br />of the borrowing, (ii) restrict the yield on investment property acquired with
<br />those proceeds, (iii) make timely rebate payments to the federal government,
<br />(iv) maintain books and records and make calculations and reports, and (v)
<br />refrain from certain uses of proceeds, all in such manner and to the extent
<br />necessary to assure such exclusion of that interest under the Code. The
<br />Director of Finance and other appropriate officers are hereby authorized and
<br />directed to take any and all actions, make calculations and rebate payments,
<br />and make or give reports and certifications, as may be appropriate to assure
<br />such exclusion of that interest.
<br />The Notes are hereby designated as "qualified tax-exempt obligations"
<br />for purposes of Section 265(b)(3) of the Code. In that connection, the City
<br />hereby covenants that the City, (it having no "subordinate entities" with
<br />authority to issue obligations within the meaning of that Section of the
<br />Code), in or during the calendar year in which the Notes are issued, (i) will
<br />not designate as "qualified tax-exempt obligations" for purposes of Section
<br />265(b)(3) of the Code tax-exempt obligations, including the Notes, in an
<br />aggregate principal amount in excess of $10,000,000, and (ii) will not issue
<br />tax-exempt obligations within the meaning of Section 265(b)(4) of the Code,
<br />including the Notes and any qualified 501(c)(3) bonds as defined in Section
<br />145 of the Code (but excluding obligations, other than qualified 501(c)(3)
<br />bonds, that are private activity bonds as defined in Section 141 of the Code),
<br />in an aggregate principal amount exceeding $10,000,000, unless the City
<br />receives an opinion of nationally recognized bond counsel that such designa-
<br />tion or issuance, as applicable, will not cause the Notes to cease to be
<br />"qualified tax-exempt obligations".
<br />Section 11. The Clerk of Council is directed to deliver a certified
<br />copy of this ordinance to the County Auditor.
<br />Section 12. This Council determines that all acts and conditions
<br />necessary to be done or performed by the City or to have been met precedent to
<br />and in the issuing of the Notes in order to make them legal, valid and binding
<br />general obligations of the City have been performed and have been met, or will
<br />at the time of delivery of the Notes have been performed and have been met, in
<br />regular and due form as required by law; that the full faith, credit and
<br />revenues of the City are pledged for the timely payment of the principal of
<br />and interest on the Notes; and that no statutory or constitutional limitation
<br />of indebtedness or taxation will have been exceeded in the issuance of the
<br />Notes.
<br />Section 13. This Council finds and determines that all formal ac-
<br />tions of this Council concerning and relating to the passage of this ordinance
<br />were taken in an open meeting of this Council and that all deliberations of
<br />this Council and of any committees that resulted in those formal actions were
<br />in meetings open to the public, in compliance with the law.
<br />Section 14. This ordinance is declared to be an emergency measure
<br />necessary for the immediate preservation of the public peace, health, safety
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