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of the Bonds will not be used in a manner that would cause the Bonds to be "arbitrage bonds" <br />within the meaning of the Code and Regulations. <br />8.03. Arbitrage Rebate. The City acknowledges that the Bonds may be subject to the <br />rebate requirements of Section 148(f) of the Code. The City covenants and agrees to retain such <br />records, make such determinations, file such reports and documents and pay such amounts at such <br />times as are required under said Section 148(f) and applicable Regulations to preserve the <br />exclusion of interest on the Bonds from gross income for federal income tax purposes, unless the <br />Bonds qualify for an exception from the rebate requirement pursuant to one of the spending <br />exceptions set forth in Section 1.148-7 of the Regulations and no "gross proceeds" of the Bonds <br />other than amounts constituting a "bona fide debt service fund") arise during or after the <br />expenditure of the original proceeds thereof. <br />8.04. Qualified Tax -Exempt Obligations. The Bonds are designated as "qualified tax- <br />exempt obligations" for purposes of Section 265(b)(3) of the Code relating to the disallowance of <br />interest expense for financial institutions, and this Council hereby finds that the reasonably <br />anticipated amount of tax-exempt obligations which are not private activity bonds (not treating <br />qualified 501(c)(3) bonds under Section 145 of the Code as private activity bonds for the purpose <br />of this representation) which will be issued by the City and all subordinate entities during calendar <br />year 2019 does not exceed $10,000,000. <br />8.05. Reimbursement. The City certifies that the proceeds of the Bonds will not be used <br />by the City to reimburse itself for any expenditure with respect to the Tax Abatement Project which <br />the City paid or will have paid more than 60 days prior to the issuance of the Bonds unless, with <br />respect to such prior expenditures, the City shall have made a declaration of official intent which <br />complies with the provisions of Section 1.150-2 of the Regulations, provided that this certification <br />shall not apply (i) with respect to certain de minimis expenditures, if any, with respect to the Tax <br />Abatement Project meeting the requirements of Section 1.150-2(f)(1) of the Regulations, or (ii) <br />with respect to "preliminary expenditures" for the Tax Abatement Project as defined in Section <br />1.150-2(f)(2) of the Regulations, including engineering or architectural expenses and similar <br />preparatory expenses, which in the aggregate do not exceed 20% of the "issue price" of the Bonds. <br />8.06. Continuing Disclosure. (a) Purpose and Beneficiaries. To provide for the public <br />availability of certain information relating to the Bonds and the security therefor and to permit the <br />Purchaser and other participating underwriters in the primary offering of the Bonds to comply with <br />amendments to Rule 15c2-12 promulgated by the SEC under the Securities Exchange Act of 1934 <br />17 C.F.R. § 240.15c2-12), relating to continuing disclosure (as in effect and interpreted from time <br />to time, the Rule), which will enhance the marketability of the Bonds, the City hereby makes the <br />following covenants and agreements for the benefit of the Owners (as hereinafter defined) from <br />time to time of the Outstanding Bonds. The City is the only obligated person in respect of the <br />Bonds within the meaning of the Rule for purposes of identifying the entities in respect of which <br />continuing disclosure must be made. If the City fails to comply with any provisions of this section, <br />any person aggrieved thereby, including the Owners of any Outstanding Bonds, may take whatever <br />action at law or in equity may appear necessary or appropriate to enforce performance and <br />observance of any agreement or covenant contained in this section, including an action for a writ <br />of mandamus or specific performance. Direct, indirect, consequential and punitive damages shall <br />not be recoverable for any default hereunder to the extent permitted by law. Notwithstanding <br />12 <br />4837-9618-8312\5