ERMU RES 16-8 - Laserfiche WebLink

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Provided, however,that the Commission may take action contrary to any of the foregoing covenants in this section upon receipt of an opinion of its Bond Counsel for the Series 2016A Bonds stating in effect that such action will not impair the tax-exempt status of the Series 2016A Bonds. Section 17. Continuing Disclosure. With respect to the continuing disclosure requirements under Rule 15c2-12(b)(5) (the "Rule") of the Securities and Exchange Commission, on the date of actual issuance and delivery of the Series 2016A Bonds, the Commission and the City will execute and deliver a Continuing Disclosure Certificate (the "Undertaking") whereunder the Commission and the City will covenant to provide certain information specified in the Undertaking. The proposed form of the Undertaking which has been submitted to the Commission for its consideration is hereby approved, and the President and Secretary of the Commission and the Mayor and Clerk of the City, or any other officer of the Commission or the City authorized to act in their place (the "Officers") are hereby authorized to execute and deliver that Undertaking in the proposed form or in such final form thereof reflecting such modifications thereof as are consistent with the Rule, requested by the Purchasers of the Series 2016A Bonds and acceptable to the Officers who shall execute the Undertaking (which consent shall be conclusively evidenced by their execution and delivery thereof). The Undertaking, as so executed and delivered by the Officers, shall be as much a part of this Resolution as if set forth in full herein and shall be for the benefit of the owners from time to time of the Series 2016A Bonds. Section 18. Records and Certificates. The officers of the Commission and the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Series 2016A Bonds, certified copies of all proceedings and records of the Commission and the City relating to the Series 2016A Bonds and to the financial condition and affairs of the Commission and the City, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Series 2016A Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the Commission and the City as to the facts recited therein. Section 19. Negative Covenant as to Use of Bond Proceeds and Project. The Commission and the City hereby covenant not to use the proceeds of the Series 2016A Bonds or to use the Project, or to cause or permit them to be used, or to enter into any deferred payment arrangements for the cost of the Project, in such a manner as to cause the Series 2016A Bonds to be "private activity bonds"within the meaning of Sections 103 and 141 through 150 of the Code. Section 20. Tax-Exempt Status of the Series 2016A Bonds; Rebate. The Commission and the City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Series 2016A Bonds, including without limitation (a) requirements relating to temporary periods for investments, (b) limitations on amounts invested at a yield greater than the yield on the Series 2016A Bonds, and (c)the rebate of excess investment earnings to the United States. 19 479938v3 JSB EL185-41