No. 1904 authorizing the issuance of bonds of the SB Redevelopment District for the purpose of raising money for Redevelopment and Economic Development in the SEDA (TJX)

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SECTION 12. The Mayor of the City is hereby authorized to execute the Bonds with his manual or facsimile signature and the Controller is hereby authorized and directed to APNI have the definitive Bonds prepared, attest the Bonds with his manual or facsimile signature, and cause the seal of the City to be impressed or a facsimile thereof to be printed on the Bonds, all in the form and manner herein provided. In the case any officer whose signature appears on the Bonds shall cease to hold that office before the delivery of the Bonds, the signature of such officer shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until the delivery of the Bonds. After the Bonds have been properly executed, the Controller shall certify the amount the purchaser is to pay, together with the name and address of the purchaser, and upon receipt of the amount of payment certified, deliver the Bonds to the purchaser. The Controller shall take a receipt for the Bonds delivered to the purchaser, pay the purchaser's payment into the respective funds described above, and report the proceedings to the Commission and the Common Council of the City. SECTION 13. In order to preserve the exclusion from gross income of interest on the Bonds under federal law and as an inducement to the purchasers of the Bonds, the Commission on behalf of the Redevelopment District represents, covenants and agrees that: a. No person or entity or any combination thereof, other than the Redevelopment District or the City, will use proceeds of the Bonds or property financed by said proceeds other than as a member of the general public. No person or entity or any combination thereof, other than the Redevelopment District will own property financed by Bond proceeds or will have actual or beneficial use of such property pursuant to a lease, a management or incentive payment contract, an arrangement such as a take - or -pay or other type of output contract or any other type of arrangement that differentiates that person's or entity's use of such property from the use by the public at large of such property; b. No Bond proceeds will be lent to any entity or person. No Bond proceeds will be transferred directly, or indirectly transferred or deemed transferred to a person other than a governmental unit in a fashion that would in substance constitute a loan of said Bond proceeds; C. The Redevelopment District will not take any action or fail to take any action with respect to, the Bonds that would result in the loss of the exclusion from gross income for federal tax purposes of interest on the Bonds pursuant to Section 103(a) of the Internal Revenue Code of 1986, as amended and as in effect on the date of delivery of the Bonds (the "Code "), and the Commission will not act in any manner which would adversely affect such exclusion. The Commission further covenants that it will not make any investment or do any other act or thing during the period that any Bond is outstanding hereunder which would cause any Bond to be an "arbitrage bond" within the meaning of Section 148 of the Code and the regulations applicable thereto as in effect on the date of delivery of the Bonds. The Commission shall comply with the arbitrage rebate requirements under Section 148 of the Code to the extent applicable; and d. All officers, members, employees and agents of the Commission, the Department and the City are authorized and directed to provide certifications of facts -21- SBIMAN 1 130621 v 1