05-11-2015 Council Packet - Laserfiche WebLink

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(1) The City may, from time to time, add additional real property to the Site subject to the Ground Lease and this Lease if (i) the additional real property is to be the site of a portion of the Facilities, and (ii) the City provides the Authority with an adequate legal description and survey of the Site, satisfactory to the Authority. (2) The City may, from time to time and with the prior written consent of the Authority, obtain the release of a portion of the Site as now described, if (i) the City certifies that such portion of the Site is not reasonably necessary for the construction the Facilities and (ii) the unreleased portion of the Site is not impaired by such release with respect to ingress and egress, access to dedicated roads and use of the unreleased portion of the Site for its then current or intended purposes. (3) To accomplish the addition, release or substitution of real property as described in paragraph (1) or (2), the City shall prepare and furnish to the Authority amendments or supplements to this Lease, the Ground Lease and any UCC Financing Statements filed in connection with this Lease. The City shall pay all expenses, including attorneys' fees, incurred in accomplishing any such addition, release or substitution. Section 6.7. Compliance with Bond Resolution. During the Term of Lease, the City agrees to perform all obligations imposed upon the Authority or the City by the Bond Resolution. Section 6.8. Tax Covenants. (a) The City covenants and agrees with the Authority for the benefit of the Owners from time to time of the Bonds that it will take, and will cause its officers, employees or agents to take, all actions necessary to comply with the applicable provisions of the Code, and that it will not take or permit to be taken by any of its officers, employees or agents any actions that would cause the interest on the Bonds to become subject to federal income taxation under the applicable provisions of the Code. (b) None of the proceeds of the Bonds will be used, directly or indirectly, to replace funds which were used in any business carried on by any person other than a state or local governmental unit. (c) The payment of the Lease Payments will not be (A) directly or indirectly secured by any interest in (i) property used or to be used for a private business use by any person other than a state or local governmental unit or (ii) payments in respect of such property, or (B) directly or indirectly derived from payments (whether or not by or to the Authority or the City), in respect of property or borrowed money, used or to be used for a private business use by any person other than a state or local governmental unit. (d) None of the proceeds of the Bonds will be used, directly or indirectly, to make or finance loans to persons other than a state or local governmental unit. (e) Except as provided below, no user of the Facilities or other property financed with proceeds of the Bonds will use the Facilities or such other property in a trade or business on any basis other than the same basis as the general public; and no person other than a state or local governmental unit will be a user of the Facilities or such other property in a trade or business as a result of (i) ownership, or (ii) actual or beneficial use pursuant to a lease or a management or incentive payment contract, or (iii) joint venture or any other similar arrangement. Notwithstanding the foregoing, the City may permit a portion of the useable square footage of the Facilities to be used in the trade or business of a person other than a governmental unit, subject to the same conditions that apply to any sublease by the City under Section 9.2 hereof (e.g., consent of the Authority and receipt of an opinion of nationally recognized bond counsel). 460515v2 JAE LN140-112 17