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thereunder(the "Regulations") as are enacted or promulgated and in effect on the date of <br /> issuance of the Bonds, and covenants to take any and all actions within its powers to ensure that <br /> the interest on the Bonds will not become includable in gross income of the recipient under the <br /> Code and the Regulations. The facilities financed and refinanced by the Bonds shall at all times <br /> during the term of the Bonds be owned and maintained by the City and the City shall not enter <br /> into any lease, use agreement, management agreement, capacity agreement or other agreement or <br /> contract with any nongovernmental person relating to the use of the facilities financed by the <br /> Bonds, or security for the payment of the Bonds which might cause the Bonds to be considered <br /> "private activity bonds" or"private loan bonds" pursuant to Section 141 of the Code. <br /> 6.04. Arbitrage Certification. The Mayor and the City Manager, being the <br /> officers of the City charged with the responsibility for issuing the Bonds pursuant to this <br /> resolution, are authorized and directed to execute and deliver to the Purchaser a certification in <br /> accordance with the provisions of Section 148 of the Code, and the Regulations, stating the facts, <br /> estimates and circumstances in existence on the date of issue and delivery of the Bonds which <br /> make it reasonable to expect that the proceeds of the Bonds will not be used in a manner that <br /> would cause the Bonds to be arbitrage bonds within the meaning of the Code and Regulations. <br /> 6.05. Arbitrage Rebate. The City shall take such actions as are required to <br /> comply with the arbitrage rebate requirements of paragraphs (2) and (3) of Section 148(f) of the <br /> Code. <br /> 6.06. Interest Disallowance. The City hereby designates the Bonds as "qualified <br /> tax-exempt obligations" for purpose of Section 265(b) of the Code relating to the disallowance of <br /> interest expenses for financial institutions. The City represents that in calendar year 2012 it does <br /> not reasonable expect to issue tax-exempt obligations which are not private activity bonds (not <br /> treating qualified 501(c)(3) bonds under Section 145 of the Code as private activity bonds for <br /> purposes of this representation) in an amount in excess of$10,000,000, excluding any tax- <br /> exempt obligations which are refundings of a"qualified tax-exempt obligation" which are not <br /> taken into account for this purpose under Section 265(b)(3)(D)(ii) of the Code. <br /> 6.06. Official Statement. The Official Statement relating to the Bonds, dated <br /> March 15, 2012, prepared and distributed on behalf of the City by Ehlers and Associates, Inc., is <br /> hereby approved. Ehlers and Associates, Inc. is hereby authorized of behalf of the City to <br /> prepare and distribute to the Purchaser a supplement to the Official Statement listing the offering <br /> price, the interest rates, other information relating to the Bonds required to be included in the <br /> Official Statement by Rule 15c2-12 adopted by the Securities and Exchange Commission under <br /> the Securities Exchange Act of 1934. Within seven business days from the date hereof, the City <br /> shall deliver to the Purchaser a reasonable number of copies of the Official Statement and such <br /> supplement. The officers of the City are hereby authorized and directed to execute such <br /> certificates as may be appropriate concerning the accuracy, completeness and sufficiency of the <br /> Official Statement. <br /> 6.07. Reimbursement. The City certifies that the proceeds of the Improvement <br /> Bonds will not be used by the City to reimburse itself for any expenditure with respect to the <br /> financed facilities which the City paid or will have paid more than 60 days prior to the issuance <br /> -18- <br />