02-28-2018 Council Packet - Laserfiche WebLink

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10554454v2 3 Note was issued or is being amended, the validity of the Note or any provision made for the payment thereof, or the power of the City to assist in the initial financing of the Project. 12. No Contest. Neither the existence of the City nor the rights of the present officials of the City to their respective offices is being contested and no authority or proceeding for the issuance of the Note or the execution and delivery of the Note Amendment have been modified, repealed, revoked, or rescinded. 13. Arbitrage. With respect to the federal arbitrage requirements set forth in Section 148 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder (the “Regulations”), and solely in reliance upon the representations made by the Borrower in the Borrower’s Certificate delivered by the Borrower on the date hereof, we hereby certify and reasonably expect that the following has occurred or will occur with respect to the Note: (a) The Note was delivered and paid for on September 6, 2017 and the total proceeds received by the City on the sale of the Note ($7,375,000), together with estimated earnings thereon, did not exceed the total of the amount necessary to refinance the Project. (b) The Note Amendment was delivered on the date hereof and no new proceeds of the Note were created. (c) The actual work of acquiring, constructing, and improving the Project is completed and the Prior Bonds have been refunded. (d) No cash or securities are pledged either directly or indirectly by the Borrower to the payment of or security for the Note, nor is there any fund of cash or securities which the Borrower has otherwise set aside and expects to invest or maintain at a yield greater than the yield on the Note for the purpose of paying debt service on the Note. (e) The Borrower has covenanted in the Loan Agreement that it will take all actions required under Section 148 of the Code and all Regulations relating thereto to prevent the Note, as amended by the Note Amendment, from becoming an arbitrage bond and rebate any arbitrage profits. (f) The City and Borrower need not rebate any earnings on “gross proceeds” (as defined in Section 1.148-7(d)(3)) of the Note, as amended by the Note Amendment, if all “gross proceeds” are expended within 6 months of the date hereof in accordance with the Regulations. The Borrower expects to spend all such “gross proceeds” within such period. (g) There are no replacement proceeds of the Note, as amended by the Note Amendment, within the meaning of § 1.148-1(c)(1) or (4) of the Regulations. For purposes of the safe harbor against the creation of certain replacement proceeds provided by § 1.148-1(c)(4)(i)(B) of the Regulations, the Note, as amended by the Note Amendment, has a weighted average maturity that does not exceed one hundred twenty