Resolution - #05-05-146 - 05/24/2005

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Bonds as the same appear from the books and records under their custody and control or as othmwise known to them, and all such certified copies, certificates and affidavits, including any heretofore f'dmished, shall be deemed representations of the City as to the facts recited therein. 24. _Negative Covenant as to Use of Bond Proceeds and Improvements. The City hereby covenants not to use the proceeds of the Bonds or to use the Improvements, or to cause or permit them to be used, or to enter into any deferred payment arrangements for the cost of the Improvements, in such a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. 25. Tax-Exempt Status of the Bonds; Rebate; Elections. 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 Bonds, including without limitation (i) requirements relating to temporary periods for investments, (ii) limitations on amounts invested at a yield greater than the yield on the Bonds, and (iii) the rebate of excess investment earnings to the United States. The City expects to satisfy the 24-month expenditure exemption fbr gross proceeds of the Bonds as provided in Section 1.148-7(e)(1) of the Regulations. If any elections are available now or hereafter with respect to arbitrage or rebate matters relating to the Bonds, the Mayor, the Administrator, or either one of them, are hereby authorized and directed to make such elections as they deem necessary, appropriate or desirable in connection with the Bonds, and all such elections shall be, and shall be deemed and treated as, elections of the City. 26. No Designation as Qualified Tax-Exempt Obligations. The City will not qualify the Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code. 27. payment of Issuance Expenses. The City authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment of issuance expenses to Northland Trust Services, Minneapolis, Minnesota, on the closing date for further distribution as directed by the Purchaser. 28. Severability. If any section, paragraph or provision of this resolution shall be held to bc invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. 29. Headings. Headings in this resolution are included for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. 1765284vl 20