08 - Certificates of Obligation Series 2021 - Wastewater Plant

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extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Certificates under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated that impose additional requirements applicable to the Certificates, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Certificates under section 103 of the Code. In furtherance of such intention, the Issuer hereby authorizes and directs the Mayor to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the Issuer, that may be permitted by the Code as are consistent with the purpose for the issuance of the Certificates. Section 11. SALE OF THE CERTIFICATES; APPROVAL OF OFFICIAL STATEMENT; APPLICATION OF PROCEEDS. (a) The Certificates are hereby sold and shall be delivered to (the "Purchaser"), at aprice of $ representing the par amount of [ $46,065,000. [ ] p p .The Certificates shall initially be registered 00 , plus a net premium of $ in the name of the Purchaser. (b) It is hereby officially found, determined and declared that the Certificates have been sold at public sale to the bidder offering the lowest interest cost, after receiving sealed bids pursuant to an Official Notice of Sale and Bidding Instructions. It is further officially found, determined and declared that the Certificates have been offered pursuant to a Preliminary Official Statement dated April _, 2021, prepared and distributed in connection with the sale of the Certificates. Said Preliminary Official Statement, the Official Statement dated April 12, 2021, and any addenda, supplement or amendment thereto, have been and are hereby approved by the governing body of the Issuer, and its use in the offer and sale of the Certificates is hereby approved. It is further officially found, determined and declared that the statements and representations contained in said Official Statement are true and correct in all material respects, to the best knowledge and belief of the City Council. (c) The net premium received from the sale of the Certificates, in the amount of $.....mmmmmmm..... mm _m shall be applied to pay the costs of issuance of the Certificates. The amount of $ from the proceeds of the sale of the Certificates shall be deposited to the Issuer's construction fund and used to acquire or construct the Project. Section 12. ALLOCATION OF CERTIFICATE PROCEEDS. The Issuer covenants to account for the expenditure of sale proceeds and investment earnings to be used for the construction and acquisition of the Proj ect on its books and records by allocating proceeds to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is completed. The foregoing notwithstanding, the Issuer shall not expend proceeds of the sale of the Certificates or investment earnings thereon more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Certificates, or (2) the date the Certificates are retired, unless the Issuer obtains an opinion of nationally -recognized bond counsel that such expenditure will not adversely affect the status, for federal income tax purposes, of the Certificates or the interest thereon. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion that 20