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<br />consent, approval, or waiver on behalf of the City with respect to the Notes
<br />as the City is permitted or reyuired to make or give under the federai income
<br />tax laws, for the purpose of assuring, enhancing or protecting favorable tax
<br />treatment or status of the Notes or interest thereon or assisting compliance
<br />with requirements for that purpose, reducing the burden or expense of such
<br />compliance, reducing the rebate amount or payments of penalties, or making
<br />payments of special amounts in lieu of making computations to determine, or
<br />paying, excess earnings as rebate, or obviating those amounts or payments, as
<br />determined by that officer, which action shall be in writing and signed by the
<br />officer, (b) to take any and all other act.ions, make or obtain calculations,
<br />make payments, and make or give reports, covenants and certifications of and
<br />on behalf of the City, as may be appropriate to assure the exclusion of inter-
<br />est from gross income and the intended tax status of the Notes, and (c) to
<br />give one or more appropriate certificates of the City, for inclusion in the
<br />transcript of proceedings for the Notes, setting forth the reasonable expecta-
<br />tions of the City regarding the amount and use of all the proceeds of the
<br />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
<br />and the tax status of the Notes.
<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 />represents and covenants that it, together with all its subordinate entities
<br />or entities which issue obligations on its behalf, or on behalf of which it
<br />issues obligations, in or during the calendar year in which the Notes are
<br />issued, (i) have not and will not issue tax-exempt obligations designated as
<br />"qualiFi.ed tax-exempt obligations" for purposes of Section 265(b)(3) of the
<br />Code, inc.l.uding the Notes, in an aggregate amount in excess of $10,000,000,
<br />and (ii) have not issued, do not reasonably anticipate issuing, and will not
<br />issue, tax-exempt obligations (including the Notes, but excluding obligations,
<br />other than qualified 501(c)(3) bonds as defined in Section 145 of the Code,
<br />that are private activity bonds as defined in Section 141 of the Code and
<br />excluding refunding obligations that are not advance refunding obligations as
<br />defined in Section 149(d)(5) of the Code) in an aggregate amount exceeding
<br />$10,000,000, unless the City first obtains a written opinion of nationally
<br />recognized bond counsel that such designation or issuance, as applicable, will
<br />not adversely affect the status of the Notes as "qualified tax-exempt obliga-
<br />tions". FurtYier, the City represents and covenants that, during any time or
<br />in any manner as might affect the status of the Notes as "qualified tax-exempt
<br />obligations", it has not formed or participated in the formation of, or bene-
<br />fited from or availed itselF of, any entity in order to avoid the purposes of
<br />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
<br />entity. The City further represents that the Notes are not being issued as
<br />part of a direct or indirect composite issue that combines issues or lots of
<br />tax-exempt obligations of different issuers.
<br />Section 11. The Cierk of Council is directed to deliver a certified
<br />copy of this ordinance to the County Auditor.
<br />Section 12. This Cc,uncil determines that all acts and conditions
<br />necessary to be done or performed by ttie City or to have been met precedent to
<br />and iii the issuing of the Notes in order to make them legal, valid and binding
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