5.2b ERMUSR 04-13-2021 - Laserfiche WebLink

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TEMPLATE RESOLUTION (d)Each such reimbursement allocation will be made in a writing that evidences the Commissions use of Bond proceeds to reimburse the Reimbursement Expenditure and, if made within 30 days after the Series 2021BBonds are issued, shall be treated as made on the day the Series 2021BBonds are issued. Provided, however, that the Commission may take action contrary to any of the foregoing covenantsin this section upon receipt of an opinion of its Bond Counsel for the Series 2021B Bonds stating in effect that such action will not impair the tax-exempt status of the Series 2021B Bonds. Section 18.Continuing Disclosure. With respect to the continuing disclosure requirements under Rule 15c2-d Exchange Commission, on the date of actual issuance and delivery of theSeries 2021BBonds, the Commission and the City will execute and deliver a Continuing Disclosure Certificate(the the Commission andthe City will covenant to provide certain information specified in the Undertaking. The proposed form of the Undertaking which has been submitted to the Commissionfor itsconsideration 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 authoare hereby authorized to execute and deliver that Undertaking in theproposed form or in such final form thereof reflecting such modifications thereof as are consistent with the Rule, requested by the Purchasers of the Series 2021BBonds and acceptable to the Officerswho shall execute the Undertaking (which consent shall be conclusively evidenced by their execution anddelivery thereof). The Undertaking, as so executed and delivered by the Officers, shall be asmuch 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 2021BBonds. Section 19.Records and Certificates. The officers of the Commission and the City are hereby authorized and directedto prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Series2021BBonds, certified copies of all proceedings and records of the Commission and the City relating to the Series 2021BBonds 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 2021BBonds as the same appear from the books and records under their custody and control or as otherwise knownto them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemedrepresentations of the Commission and the City as to the facts recitedtherein. Section 20.Negative Covenant as to Use of Bond Proceeds and Project. The Commission and the City hereby covenant not to use the proceeds of the Series2021BBonds 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 2021BBonds to be private activity bondswithin the meaning of Sections 103 and 141 through 150 of the Code. Section 21.Tax-Exempt Status of the Series 2021BBonds; Rebate. The Commission and the City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income underSection 103 of the Code of the intereston the Series 20 EL185-68-707442.v2 406