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affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of
<br />all statements contained therein.
<br />12. 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 hi conjunction with the issuance of the Notes and the expenditure of the proceeds of
<br />the Notes. Without imposing any limitations 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, Forni 8038 (Rev. April 201 1) with respect to each of the Notes.
<br />13. 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 />14. All covenants, stipulations, obligations, representations, and agreements of the City
<br />contained in this resolution or contained in the Series 2011B Loan Agreement, the Series 2012B Loan
<br />Agreement, the Series 2011B Assignment, the Series 2012B Assignment, the Assignment of Mortgage, or
<br />the other documents referred to above shall be deemed to be the covenants, stipulations, obligations,
<br />representations, and agreements of the City to the full extent authorized or permitted by law, and all such
<br />covenants, stipulations, obligations, representations, and agreements shall be binding upon the City.
<br />Except as otherwise provided in this resolution, all rights, powers, and privileges conferred, and duties
<br />and liabilities imposed upon the City by the provisions of this resolution or of the Series 2011B Loan
<br />Agreement, the Series 2012B Loan Agreement, the Series 2011B Assignment, the Series 2012E
<br />Assignment, the Assignment of Mortgage, or the other documents referred to above shall be exercised or
<br />performed by the City, or by such officers, board, body, or agency as may be required or authorized by
<br />law to exercise such powers and to perform such duties. No covenant, stipulation, obligation,
<br />representation, or agreement herein contained or contained in the Series 2011B Loan Agreement, the
<br />Series 2012B Loan Agreement, the Series 201 1 B Assignment, the Series 2012B Assignment, the
<br />Assignment of Mortgage, or the other documents referred to above shall be deemed to be a covenant,
<br />stipulation, obligation, representation, or agreement of any elected official, officer, agent, or employee of
<br />the City in that person's individual capacity, and neither the members of the City Council nor any officer
<br />or employee executing the Notes shall be liable personally on the Notes or be subject to any personal
<br />liability or accountability by reason of the issuance thereof.
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