9937-09 Concerning the Construction of Improvements to the Municipal Waterworks of the City

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(a) To cure any ambiguity or formal defect or omission in this Ordinance or in any supplemental ordinance; (b) To grant to or confer upon the owners of the 2009 Bonds any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the owners of the 2009 Bonds; (c) To procure a rating on the 2009 Bonds from a nationally recognized securities rating agency designated in such supplemental ordinance, if such supplemental ordinance, in the determination of the Council in its sole discretion, will not materially and adversely affect the owners of the 2009 Bonds; (d) To obtain or maintain bond insurance with respect to the 2009 Bonds; (e) To provide for the refunding or advance refunding of the 2009 Bonds; (f) To provide for the issuance of additional bonds as provided in Section 20 hereof; or (g) To make any other change which, in the determination of the Council in its sole discretion, is not to the material prejudice of the owners of the 2009 Bonds. SECTION 24. Tax Matters. In order to preserve the exclusion of interest on the 2009 Bonds from gross income for federal income tax purposes and as an inducement to purchasers of the 2009 Bonds, the City represents, covenants and agrees that: (a) No person or entity, other than the City or another state or local governmental unit, will use proceeds of the 2009 Bonds or property financed by the 2009 Bond proceeds other than as a member of the general public. No person or entity other than the City or another state or local governmental unit will own property financed by 2009 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 take-or-pay or 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. (b) No 2009 Bond proceeds will be loaned to any entity or person other than a state or local governmental unit. No 2009 Bond proceeds will be transferred, directly or indirectly, or deemed transferred to anon-governmental person in any manner that would in substance constitute a loan of the 2009 Bond proceeds. (c) The City will not take any action or fail to take any action with respect to the 2009 Bonds that would result in the loss of the exclusion from gross income for federal income tax purposes of interest on the 2009 Bonds pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder as applicable to the 2009 Bonds, including, without limitation, the taking of such action as is necessary to rebate or cause to be rebated arbitrage profits on 2009 Bond proceeds or other monies treated as 2009 Bond proceeds to the federal government as provided in Section 148 of the Code, and will set -31-