12-13-2021 Special Council Packet

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15 4854-7635-7637.1 officers of the City are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency of the Official Statement. ARTICLE VII COVENANTS AND ARBITRAGE MATTERS 7.01. Restrictive Action. The City covenants and agrees with the registered owners of the Bonds that the City (a) will not take or permit to be taken by any of its officers, employees or agents any actions that would cause interest on the Bonds to become includable in gross income of the recipient under the Code and applicable Regulations, and (b) will take any and all actions within its powers to ensure that the interest will not become includable in gross income of the recipient under the Code and the Regulations. So long as the Bonds are outstanding, the City shall not enter into any lease, management agreement, use agreement or other contract with any nongovernmental entity which would cause the Bonds to be considered “private activity bonds” or “private loan bonds” pursuant to Section 141 of the Code. 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.