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<br />of property financed with such proceeds, all in such manner and to the extent necessary to
<br />assure such exclusion of that interest under the Code.
<br />The Director of Finance, as the fiscal officer, or any other officer of the City
<br />having responsibility for issuance of the Notes is hereby authorized (a) to make or effect any
<br />election, selection, designation, choice, consent, approval, or waiver on behalf of the City
<br />with respect to the Notes as the City is permitted or required to make or give under the federal
<br />income tax laws, including, without limitation thereto, any of the elections provided for in
<br />Section 148(fl(4)(C) of the Code or available under Section 148 of the Code, for the purpose
<br />of assuring, enhancing or protecting favorable tax treatment or status of the Notes or interest
<br />thereon or assisting compliance with requirements for that purpose, reducing the burden or
<br />expense of such compliance, reducing the rebate amount or payments of penalties, or making
<br />payments of special amounts in lieu of making computations to determine, or paying, excess
<br />earnings as rebate, or obviating those amounts or payments, as determined by that officer,
<br />which action shall be in writing and signed by the officer, (b) to take any and all other actions,
<br />make or obtain calculations, make payments, and make or give reports, covenants and
<br />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 Notes, and (c) to give one or
<br />more appropriate certificates of the City, for inclusion in the transcript of proceedings for the
<br />Notes, setting forth the reasonable expectations of the City regarding the amount and use of all
<br />the proceeds of the Notes, the facts, circumstances and estimates on which they are based, and
<br />other facts and circumstances relevant to the tax treatment of the interest on and the tax status
<br />of the Notes.
<br />The Notes are hereby designated as "qualified tax-exempt obligations" for purposes
<br />of Section 265(b)(3) of the Code. In that connection, the City hereby represents and covenants
<br />that it, together with all its subordinate entities or entities that issue obligations on its behalf,
<br />or on behalf of which it issues obligations, in or during the calendar year in which the Notes
<br />are issued, (i) have not issued and will not issue tax-exempt obligations designated as
<br />"qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code, including the
<br />Notes, in an aggregate amount in excess of $10,000,000, and (ii) have not issued, do not
<br />reasonably anticipate issuing, and will not issue, tax-exempt obligations (including the Notes,
<br />but excluding obligations, other than qualified 501(c)(3) bonds as defined in Section 145 of the
<br />Code, that are private activity bonds as defined in Section 141 of the Code and excluding
<br />refunding obligations that are not advance refunding obligations as defined in Section
<br />149(d)(5) of the Code) in an aggregate amount exceeding $10,000,000, unless the City first
<br />obtains a written opinion of nationally recognized bond counsel that such designation or
<br />issuance, as applicable, will not adversely affect the status of the Notes as "qualified tax-
<br />exempt obligations". Further, the City represents and covenants that, during any time or in
<br />any manner as might affect the status of the Notes as "qualified tax-exempt obligations", it has
<br />not formed or participated in the formation of, or benefited from or availed itself of, any entity
<br />in order to avoid the purposes of subparagraph (C) or (D) of Section 265(b)(3) of the Code,
<br />and will not form, participate in the formation of, or benefit from or avail itself of, any such
<br />entity. The City further represents that the Notes are not being issued as part of a direct or
<br />indirect composite issue that combines issues or lots of tax-exempt obligations of different
<br />issuers.
<br />Section 11. The Clerk of Council is directed to deliver a certified copy of this
<br />ordinance to the County Auditor.
<br />Section 12. This Council determines that all acts and conditions necessary to be
<br />done or performed by the City or to have been met precedent to and in the issuing of the Notes
<br />in order to make them legal, valid and binding general obligations of the City have been
<br />performed and have been met, or will at the time of delivery of the Notes have been
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