Resolution 7243 - Laserfiche WebLink

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7 24 3 7.02. Arbitrage Certification. The Authorized Officers, or each individually, is authorized and directed to execute and deliver to the Purchaser a certificate in accordance with the provisions of Section 148 of the Code and applicable Regulations stating the facts, estimates and circumstances in existence on the date of issue and delivery of the Bonds which make it reasonable to expect that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of the Code and the Regulations. 7.03. Arbitrage Rebate. The City Council acknowledges that the Bonds are subject to the rebate requirements of Section 148(f) of the Code and covenants to retain such records, make such determinations, file such reports and documents and pay such amounts at such times as are required under Section 148(f) and applicable Regulations to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes, unless the Bonds qualify for an exception from the rebate requirement pursuant to one of the spending exceptions set forth in Section 1.148-7 of the Regulations and no "gross proceeds" of the Bonds (other than amounts constituting a "bona fide debt service fund") arise during or after the expenditure of the original proceeds thereof. 7.04. Filing. The officers of the City are hereby authorized and directed to prepare and furnish to the Secretary of the Treasury a statement meeting the information reporting requirements of Section 149(e) of the Internal Revenue Code of 1986, as amended (the "Code"), by the 15th day of the second calendar month after the close of the calendar quarter in which the Bonds are issued. 7.05. Policies and Procedures. In order to ensure compliance with the requirements of the Code necessary to preserve the tax exempt status of interest on the Bonds and any other obligations heretofore or hereafter issued, the Policies and Procedures on file in the office of the Finance Director are hereby approved and the Finance Director shall be responsible for their implementation. ARTICLE VIII CONTINUING DISCLOSURE 8.01. Continuing Disclosure Undertaking. The City Council (a) authorizes and directs the Mayor and the City Clerk to execute and deliver, on the date of the issuance of the Bonds, a continuing disclosure certificate (the "Undertaking") in such form that satisfies the requirements of Rule 15c2-12 and is acceptable to the Purchaser and (b) covenants that it will comply with and carry out all of the provisions of the Undertaking. A description of this undertaking is set forth in the Official Statement. The Mayor and the City Clerk, or each individually, may appoint a dissemination agent to assist the City with such Undertaking if such officer finds that such appointment is in the best interest of the City. Notwithstanding any other provisions of this Resolution or the Undertaking, failure of the City to comply with the Undertaking will not be considered a default under this Resolution or the Bonds. However, any Bondholder or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this 16 4854-7635-7637.2