HomeMy WebLinkAboutCalifornia Infrastructure and Economic Development Bank 2017-08-21 (3)EXHIBIT C
$4,000,000
CITY OF UKIAH FINANCING LEASE WITH CALIFORNIA
INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK
POST ISSUANCE COMPLIANCE
The Lessee understands that post issuance compliance with the restrictions contained in the
attached Tax Certificate is required to ensure that interest on the Obligations remains excluded from
gross income for federal income tax purposes. The Lessee understands that the attached Tax
Certificate, together with this exhibit, contains written post issuance procedures of the Lessee to
effectuate post issuance compliance. In furtherance thereof, the Lessee hereby agrees to:
1. Assign responsible personnel of the Lessee to monitor and ensure compliance with
the restrictions contained in the attached Tax Certificate.
2. Provide adequate training to responsible Lessee personnel to effectuate the purposes
of this exhibit.
3. Have Lessee personnel regularly review the restrictions of the Tax Certificate and
establish adequate record retention and calendaring mechanisms internally to ensure that the Lessee
will be able to establish post issuance compliance with the restrictions of the attached Tax
Certificate. In particular, the Lessee will maintain records detailing the investment and expenditures
of Bond proceeds, as provided in the Tax Certificate. The Lessee will seek expert advice regarding
compliance with the arbitrage rebate and yield restriction provisions of the Tax Certificate, and
carefully monitor and calendar the dates by which Bond proceeds should be expended to comply
with yield restriction and rebate exceptions and the dates rebate must be paid.
4. Regularly consult with Bond Counsel and other Lessee advisors regarding any issues
that arise regarding post issuance compliance with the attached Tax Certificate (including any failure
or anticipated failure to expend Bond proceeds during the periods described in the attached Tax
Certificate or any changes in use of the Project). The Lessee understands that the use of the Project
financed by the Obligations must be monitored throughout the term to maturity of the Obligations,
and records must be retained regarding any contracts or other arrangements relating to such use as
provided in the Tax Certificate.
All terms not defined herein have the meanings ascribed in the attached Tax Certificate.
Dated: August 23, 2017 CITY OF UKIAH
Bv:
C-1
DOCSOC/1831700/200655-0002
Sage Sangiacomo
City Manager
6. CONCLUDING MATTERS.
6.1 Reliance. The expectations of the Lessee concerning certain uses of proceeds derived
from the sale of the Obligations and certain other moneys described herein and other matters are
based in whole or in part upon representations of the Lessor, and other parties set forth in this Tax
Certificate and in the exhibits hereto. The Lessee is not aware of any facts or circumstances that
would cause it to question the accuracy or reasonableness of any representation made in this Tax
Certificate or in the exhibits hereto, including those representations made by the Lessor.
6.2 Authorization. The undersigned is an authorized representative of the Lessee, and is
acting for and on behalf of the Lessee in executing this Tax Certificate. To the best of the knowledge
and belief of the undersigned, there are no other facts, estimates or circumstances that would
materially change the expectations as set forth herein, and said expectations are reasonable.
6.3 Amendment. Notwithstanding any provision of this Tax Certificate, the Lessee may
amend this Tax Certificate and thereby alter any actions allowed or required by this Tax Certificate if
such amendment is based on an opinion of nationally recognized bond counsel to the effect that the
exclusion from gross income of interest on the Obligations will not be adversely affected.
Dated: August 23, 2017 CITY OF UKIAH
BY: 5.'‘ 5
S-1
DOCSOC/ 1831700/200655-0002
- Sage Sangiacomo
City Manager