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of an accountant or investment banking firm verifying that the deposit is sufficient to pay when <br />due all of the principal and interest on the Bonds to be discharged on and before their maturity <br />dates or earlier designated redemption date. <br />SECTION 9. TAX COVENANTS; ARBITRAGE MATTERS AND CONTINUING <br />DISCLOSURE. <br />9.01. General Tax Covenant. The City agrees with the registered owners from time to <br />time of the Bonds that it will not take, or permit to be taken by any of its officers, employees or <br />agents, any action that would cause interest on the Bonds to become includable in gross income <br />of the recipient under the Internal Revenue Code of 1986, as amended (the "Code") and <br />applicable Treasury Regulations (the "Regulations"), and agrees to take any and all actions <br />within its powers to ensure that the interest on the Bonds will not become includable in gross <br />income of the recipient under the Code and the Regulations. All proceeds of the Bonds <br />deposited in the Project Fund will be expended solely for the payment of the costs of the Project. <br />The Project is and will be owned and maintained by the City and available for use by members <br />of the general public on a substantially equal basis. The City shall not enter into any lease, <br />management contract, use agreement, capacity agreement or other agreement with any non- <br />governmental person relating to the use of the Project, or any portion thereof, or security for the <br />payment of the Bonds which might cause the Bonds to be considered "private activity bonds" or <br />"private loan bonds" pursuant to Section 141 of the Code. <br />9.02. Arbitrage Certification. The Mayor and City Clerk being the officers of the City <br />charged with the responsibility for issuing the Bonds pursuant to this Resolution, are authorized <br />and directed to execute and deliver to the Purchaser a certificate in accordance with Section 148 <br />of the Code, and applicable Regulations, stating the facts, estimates and circumstances in <br />existence on the date of issue and delivery of the Bonds which make it reasonable to expect that <br />the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be <br />"arbitrage bonds" within the meaning of the Code and Regulations. <br />9.03. Arbitrage Rebate. Arbitrage Rebate. (a) It is hereby found that the City has general <br />taxing powers, that no Bond is a "private activity bond" within the meaning of Section 141 of the <br />Code, that 95% or more of the net proceeds of the Bonds are to be used for local governmental <br />activities of the City, and that the aggregate face amount of all tax-exempt obligations (other than <br />private activity bonds) issued by the City and all subordinate entities thereof during the year 2022 <br />is not reasonably expected to exceed $5,000,000. Therefore, pursuant to Section 148(f)(4)(D) of <br />the Code, the City shall not be required to comply with the arbitrage rebate requirements of <br />paragraphs (2) and (3) of Section 148(f) of the Code. <br />(b) Notwithstanding the provisions of paragraph (a) of this Section 9.03, if the arbitrage <br />rebate provisions of Section 148(f) of the Code apply to the Bonds, the City hereby covenants <br />and agrees to make the determinations, retain records and rebate to the United States the amounts <br />at the times and in the manner required by said Section 148(f) and applicable Regulations. <br />9.04. 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 Project which the City paid <br />or will have paid more than 60 days prior to the issuance of the Bonds unless, with respect to <br />4876-8449-2315\4 10 <br />