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<br />and interest on the Notes until paid in full. In each year to the extent the
<br />income from the levy of the special assessments for the improvement is
<br />available for the payment of the principal of and the interest on the Notes
<br />and Bonds and is appropriated for that purpose, the amount of the tax shall be
<br />reduced by the amount of the income so available and appropriated.
<br />Section 10. The City covenants that it will restrict the use of the
<br />proceeds of the Notes in such manner and to such extent, if any, as may be
<br />necessary so that the Notes will not constitute arbitrage bonds under Section
<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 the interest on the Notes.
<br />The City covenants that it (a) will take or cause to be taken such
<br />actions that 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 authorize to be taken any actions that would adversely affect
<br />that exclusion, and that it, or persons acting for 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 those proceeds, all in such manner and to the
<br />extent necessary to assure such exclusion of that interest under the Code.
<br />The Director of Finance and other appropriate officers are 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 represents and covenants that it, together with all its subordinate
<br />entities or other entities which issue obligations on its behalf, or on behalf
<br />of which it issues obligations, in or during the calendar year in which the
<br />Notes are issued, (i) will not issue tax-exempt obligations designated as
<br />"qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the
<br />Code, including the Notes, in an aggregate principal amount in excess of
<br />$10,000,000, and (ii) do not reasonably anticipate issuing and will not issue
<br />tax-exempt obligations (including the Notes, but excluding obligations, other
<br />than qualified 501(c)(3) bonds as defined in Section 145 of the Code, that are
<br />private activity bonds as defined in Section 141 of the Code) in an aggregate
<br />principal amount exceeding $10,000,000, unless the City first obtains a
<br />written opinion of nationally recognized bond counsel that such designation or
<br />issuance, as applicable, will not adversely affect the status of the Alotes as
<br />"qualified tax-exempt obligations". Further, the City represents and
<br />covenants that, during any time or in any manner as might affect the treatment
<br />of the Notes as "qualified tax-exempt obligations", it has not formed or
<br />participated in or benefited from the formation of any entity formed in order
<br />to avoid the purposes of subparagraph (C) or (D) of Section 265(b)(3) of the
<br />Code, and will not form, participate in or benefit f rom the formation of any
<br />such entity. The City further represents that the Notes are not being issued
<br />as part of the a direct or indirect composite issue that combines issues or
<br />lots of tax-exempt obligations of different issuers.
<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
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