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<br />23. Records and Certificates. The officers ofthe City are hereby authorized and <br />directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the <br />issuance of the Bonds, certified copies of all proceedings and records of the City relating to the <br />Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates <br />and information as are required to show the facts relating to the legality and marketability of the <br />Bonds as the same appear from the books and records under their custody and control or as <br />otherwise known to them, and all such certified copies, certificates and affidavits, including any <br />heretofore furnished, shall be deemed representations ofthe City as to the facts recited therein. <br /> <br />24. Negative Covenant as to Use of Bond Proceeds and Improvements. The City <br />hereby covenants not to use the proceeds of the Bonds or to use the Improvements, or to cause or <br />permit them to be used, or to enter into any deferred payment arrangements for the cost of the <br />Improvements, in such a manner as to cause the Bonds to be "private activity bonds" within the <br />meaning of Sections 103 and 141 through 150 of the Code. <br /> <br />25. Tax-Exempt Status of the Bonds; Rebate; Elections. The City shall comply with <br />requirements necessary under the Code to establish and maintain the exclusion from gross <br />income under Section 103 of the Code of the interest on the Bonds, including without limitation <br />(i) requirements relating to temporary periods for investments, (ii) limitations on amounts <br />invested at a yield greater than the yield on the Bonds, and (iii) the rebate of excess investment <br />earnings to the United States. The City expects to satisfy the twenty-four (24) month exemption <br />for gross proceeds of the Bonds as provided in Section 1.148-7(d)(I) of the Regulations. The <br />Mayor, the Administrator or either one ofthem, are hereby authorized and directed to make such <br />elections as to arbitrage and rebate matters relating to the Bonds as they deem necessary, <br />appropriate or desirable in connection with the Bonds, and all such elections shall be, and shall <br />be deemed and treated as, elections of the City. <br /> <br />26. Payment ofIssuance Expenses. The City authorizes the Purchaser to forward the <br />amount of Bond proceeds allocable to the payment of issuance expenses to U. S. Trust Company <br />N.A., Greenwich, Connecticut on the closing date for further distribution as directed by the <br />City's fmancial advisor, Ehlers. <br /> <br />27. Severabilitv. If any section, paragraph or provision ofthis resolution shall be held <br />to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, <br />paragraph or provision shall not affect any of the remaining provisions of this resolution. <br /> <br />28. Headings. Headings in this resolution are included for convenience of reference <br />only and are not a part hereof, and shall not limit or defme the meaning of any provision hereof. <br /> <br />The motion for the adoption of the foregoing resolution was duly seconded by member <br />and, after a full discussion thereof and upon a vote being taken thereon, the <br />following voted in favor thereof: <br /> <br />and the following voted against the same: <br /> <br />Whereupon the resolution was declared duly passed and adopted. <br /> <br />2026828v1 <br /> <br />20 <br />