2007-11 Awarding the Sale of GO Bonds

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including any heretof6re furnished, may be deemed representations of the City as to the facts stated therein. 6.02.. Certification as -to Official Statement. The Maybr, City Clerk and Treasurer are authorized and directed to certify that they have examined the- Official Statement. prepared and circulated in cotlnection with -the issuance. and sale of the Bonds and that to the best of their knowledge and belief the Official. Statement -is a. complete and accurate representation.of the facts and representations made therein as of the date of the Official Statement. 6.03. Payment of Costs :of Tssuance. The City authorizes the Purchaser to forward the .amount of Bond proceeds- allocable to the payment of :issuance expenses .(other than amounts payable to Kennedy & Graven, Chartered as Bond Counsel). to U.S. Treist. Company; Minneapolis,Mnaesota on the closing date for further distribution as directed by the City'.s financial adviser, Ehlers &: Associates, Inc. ppc ion 7. Tax Covenant. T01. Tax -Exempt Bonds. The City covenants and agrees with the. holders from. time to time of the Rond-that it will not take -or permit to be taken. by any of its officers, employees or agents any action which would .cause the interest. on the Bond to become subject to taxation under the internal..Rovenue Code of 1986, ass amended '(the "Code"), and the Treasury Regulations promulgated thereunder, in effect at th.e timer of such actions, and that it will take or cause its officers, employees or agents to take; all affirmative action within its power that*niay be. necessary to ensure that such Interest will not become* subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the -Bond, 7.02. No Rebate Required: (a) The City will comply with requirements necessary under the Code -to establish and maintain the exclusion.. from gross incomeof -the interest on: the. Bond under Section 101 of the Code, including without limitation requirements relating to temporary periods for investments, limitations on arnounts invested at a yield .greater than the yield on the Bonds, and. the rebate of excess investment earnings to the [United States, if the Bonds (together*with other obligations. reasonably expected to be issued in calendar year 2007) exceed the-sinall-issuer exception arn0unt.of$5;000,000. (b)- For purposes of qualifying for the.small-issuer exception to the federal arbitrage rebate requirements,. the. City finds, determines and declares that the aggregate face amount of all tax-exempt bonds (other than priyato activity, bonds) issued by the *City (and -all subordinate entities of the City) during the calendar year in which the Bonds is -issued is 'not reasonably expected to exceed35,000,0.00, within the meaning of Section 148(#j(4)(p) of the Code. 7.03, Not Private Activity Bonds. The City further covenants not to. use the proceeds of ihe-Bonds or to. cause or permit them or any of there to be used-, in such. a manner as to caul the Bonds t6`be- a "private aetivity bond" within the meaning.of S:ections.103. and 141 through 156 of the. Code. 31076v1 MNl Gli1964 13