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developments for low or moderate income residents of the City and otherwise further the <br /> purposes and policies of the Act. <br /> 1.2 Authorization and Ratification of Project. The City has heretofore and does hereby <br /> authorize the Borrower, in accordance with the provisions of the Act and subject to the terms and <br /> conditions imposed by the Purchaser,to provide for the acquisition and construction of the Project <br /> by such means as shall be available to the Borrower and in the manner determined by the Borrower, <br /> and without advertisement for bids as may be required for the construction and acquisition of other <br /> municipal facilities; and the City hereby ratifies, affirms,and approves all actions heretofore taken <br /> by the Borrower consistent with and in anticipation of such authority. <br /> AND BE IT FURTHER RESOLVED; <br /> SECTION 2. THE NOTE. <br /> 2.1 Authorized Maximum Amount and Form of Note and Interest Rate. The Note is <br /> hereby approved and shall be issued pursuant to this Resolution in substantially the form on file <br /> with the City with such appropriate variations, omissions, and insertions as are necessary and <br /> appropriate and are permitted or required by this Resolution, and in accordance with the further <br /> provisions thereof; and the principal amount of the Note that may be outstanding hereunder is <br /> expressly limited to $4,346,852, unless a duplicate Note is issued pursuant to Section 2.6. The <br /> actual amount of the Note shall be determined by the agreement of the Purchaser and the Borrower <br /> and any of the officers specified in Section 2.3 prior to the issuance of the Note. The Note will <br /> bear interest at the rates,mature in the years and amounts and be subject to redemption on the dates <br /> determined by the Borrower and the Purchaser and set forth in the Note executed by the Authorized <br /> Officers. The sale of the Note to the Purchaser at a purchase price equal to its stated amount is <br /> hereby accepted. <br /> 2.2 The Note. The Note shall be dated as of the date of delivery to the Purchaser, shall <br /> be payable at the time and in the manner and shall be subject to such other terms and conditions <br /> as are set forth therein. <br /> 2.3 Execution of Note. The Note shall be executed on behalf of the City by the Mayor <br /> and the City Manager(the"Authorized Officers"). In case any Authorized Officer whose signature <br /> shall appear on the Note shall cease to be such officer before the delivery of the Note, such <br /> signature shall nevertheless be valid and sufficient for all purposes, the same as if such signatory <br /> had remained in office until delivery. In the event of the absence or disability of the Authorized <br /> Officer, such officers of the City as, in the opinion of the City Attorney, may act in their behalf, <br /> shall without further act or authorization of the City execute and deliver the Note. <br /> 2.4 Disposition of Note Proceeds. Upon delivery of the Note to the Purchaser, the <br /> Purchaser shall, on behalf of the City, disburse the purchase price thereof for payment of Project <br /> Costs in accordance with the terms of a Disbursing Agreement or the Purchaser shall advance the <br /> proceeds of the Note to the Borrower, on behalf of the City, pursuant to the terms of a Disbursing <br /> Agreement. <br /> 5 <br /> 12119970v3 <br />