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Mortgage and the TIF Assignment are directed to be executed in the name and on behalf of the City by
<br />the Mayor and the City Administrator.
<br />8. The offer of the Lender to �urchase the Series 2011A Note a# a price of pa�r is hereby
<br />accepted. The offer of ihe Lender io purchase the Series 2012A Note at a price of par is hereby accepted.
<br />9. The City has not participated in the preparation of any disclosure documents relating to
<br />the offer and sale of the Notes and has made no inc�ependent investigatian with respect to tha information
<br />contained in any such disclosure docutnents. The City assumes no responsibility for the sufficiency,
<br />accuracy, or completeness of any informatior� set forth in any such disclosure documents.
<br />I0. The Mayor, the City Administrator, and ather officers of the City are authorized and
<br />directed to prepare and furnish to the Lender and to Kennedy & Graven, Charterec�, as bond counseI to the
<br />City (`Bond CaunseI"), certifi�d copies of all proceedings and records of the City reIating ta the Notes,
<br />and such other affic�avits and certi�cates as may be required to shaw the fac�s relating to the Iegali�ty of
<br />the Notes as such facts appear from the books and records in the officers' custody and controI or as
<br />otherwise known to them; and alI such certi�ed copies, cer�ificates, and affidavits, incIuding any
<br />heratofore furnished, shall canstitute representaiions of the City as to the truth. of all sta�ements contained
<br />therein.
<br />1 L The approval hereby given to the vario�s documents referred to above includes approvai
<br />of s�zch additional details therein as rr�ay be necessary and appropria#e and such modifications thereof,
<br />deletions therefrom, and additions thereto as may be necessary and appropriate and approved by �the
<br />officials authozized herein to execute said documents, which appraval shall be conclusively evidenced by
<br />the execution thereof. The Mayor, the City Administrator, and other officers and employees of the City
<br />are hereby authorized to execute and deliver, on behaif of the City, all other certifica#es, instru�nnents, and
<br />other written documents that may be requested by Bond Counsel, the Lender, the Borrower, or other
<br />persons or entities in conjunction with tlie issuarzce of the Notes and the expenditure of the proceeds of
<br />the Notes. Without i�nposing any limitatians on the scope of the preceding sentence, such officers and
<br />employees are specifically authorized to execute and deliver a certifcate relating to federal tax rr�atters
<br />including matters ralating to arbitrage and arb�trage rebate, rec�ipts far the proceeds derived fronn tha
<br />sates of the Notes, a generat ce�rtificate of the City, and an Information Return for Tax-Exempt Private
<br />Activity Bonds Issues, Farm 803 8(Rev. Apri1201 l) with respect ta each of the Notes.
<br />12. The City hereby approves khe Mortgage, one ar more guaranty agreements to be execut�d
<br />and delivered by parties related to tha Borrower, one or more collateral assignments oi the contracts
<br />between the Borrower and the architect and contractor with respect to the Project, and other security
<br />docuznents to be delivered to secure timely payment of ihe Notes, substantially in tlae forms to be
<br />deIivered to the City a�d kept on file with the City. The City hereby approves a Construction Loan
<br />Disbursing Ageeement, dated on ar after Septembar 1, 2011, between the Borrawer, the Lender, and a
<br />disbursing agent to �e selected by the Borrower and the Lander, substantialty in �he form to be dalivered
<br />to the City and kept on file with the City.
<br />13. All covenants, stipuIations, obligations, representations, and agreements af the City
<br />contained in this resolution or contained in the Series 2011A Loan Agreement, the Series 2012A Loan
<br />Agreement, the Series 2011A Assignment, the Series 2412A Assigntnent, the Assignment of Mortgage,
<br />the TIF Assignment, ar the other documents referred to above shall be deerrzed to be the covenants,
<br />stipulatians, obligations, representations, and agreeznents of the City to the full extent authorized or
<br />permitted by law, and all such covenants, stipulations, obligations, representations, and agreements shall
<br />be binding upon the City. Except as othenvise provided. in this resolution, all rights, powers, and
<br />pri�ileges conferred, and duties and liabilities imposed upon the City by the provisions af this resolution
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