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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 purchase the Series 2011A Note at a price of par is hereby -
<br /> accepted. The offer of the Lender to 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 independent investigation with respect to the information
<br /> contained in any such disclosure documents. The City assumes no responsibility for the sufficiency,
<br /> accuracy,or completeness of any information set forth in any such disclosure documents.
<br /> 10. The Mayor, the City Administrator, and other officers of the City are authorized and
<br /> directed to prepare and furnish to the Lender and to Kennedy&Graven, Chartered, as bond counsel to the
<br /> City (`Bond Counsel"), certified copies of all proceedings and records of the City relating to the Notes,
<br /> and such other affidavits and certificates as may be required to show the facts relating to the legality of
<br /> the Notes as such facts appear from the books and records in the officers' custody and control or as
<br /> otherwise known to them; and all such certified copies, certificates, and affidavits, including any
<br /> heretofore furnished, shall constitute representations of the City as to the truth of all statements contained
<br /> therein.
<br /> 11. The approval hereby given to the various documents referred to above includes approval
<br /> of such additional details therein as may be necessary and appropriate and such modifications thereof,
<br /> deletions therefrom, and additions thereto as may be necessary and appropriate and approved by the
<br /> officials authorized herein to execute said documents,which approval 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 behalf of the City, all other certificates, instruments, 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 the issuance of the Notes and the expenditure of the proceeds of
<br /> the Notes. Without imposing any Iimitations on the scope of the preceding sentence, such officers and
<br /> employees are specifically authorized to execute and deliver a certificate relating to federal tax matters
<br /> including matters relating to arbitrage and arbitrage rebate, receipts for the proceeds derived from the
<br /> sales of the Notes, a general certificate of the City, and an Information Return for Tax-Exempt Private
<br /> Activity Bonds Issues,Form 8038 (Rev.April 2011)with respect to each of the Notes.
<br /> 12. The City hereby approves the Mortgage, one or more guaranty agreements to be executed
<br /> and delivered by parties related to the Borrower, one or more collateral assignments of the contracts
<br /> between the Borrower and the architect and contractor with respect to the Project, and other security
<br /> documents to be delivered to secure timely payment of the Notes, substantially in the forms to be
<br /> delivered to the City and kept on file with the City. The City hereby approves a Construction Loan
<br /> Disbursing Agreement, dated on or after September 1,2011, between the Borrower, the Lender, and a
<br /> disbursing agent to be selected by the Borrower and the Lender, substantially in the form to be delivered
<br /> to the City and kept on file with the City.
<br /> 13. All covenants, stipulations, obligations, representations, and agreements of 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 2012A Assignment, the Assignment of Mortgage,
<br /> the TIF Assignment, or the other documents referred to above shall be deemed to be the covenants,
<br /> stipulations, obligations, representations, and agreements 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 otherwise provided in this resolution, all rights, powers, and
<br /> privileges conferred, and duties and liabilities imposed upon the City by the provisions of this resolution is
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