Resolution No. 15-02 EDA - Laserfiche WebLink

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3. Continuing Disclosure. (a) "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate to be executed by the President and Executive Director of the Authority and the Mayor and City Administrator of the City and dated as of the date of issuance of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. (b) The Authority hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate substantially in the form on file with the Authority. Notwithstanding any other provision of this resolution, failure of the Authority to comply with the Continuing Disclosure Certificate is not to be considered an event of default with respect to the Bonds; however, any bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Authority to comply with its obligations under this section. 4. Official Statement. The Official Statement, as completed and supplemented, and its distribution to potential purchasers of the Bonds, is hereby approved. The President and Executive Director are authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the Official Statement is a complete and accurate representation of the facts and to resentations made therein as of the date of the Official Statement. 5. Paying Agent. There has been presented before the Board a form of Paying Agent Agreement, to be dated on or after June 1, 2015 (the "Paying Agent Agreement"), between the Authority and U.S. Bank National Association, as paying agent (the "Paying Agent"). Pursuant to the Paying Agent Agreement, the Paying Agent will agree to perform the duties as paying agent and bond registrar for the Bonds. 6. Authorization of Documents. (a) The President and Executive Director are authorized and directed to execute and deliver the Ground Lease, the Lease, the Bond Purchase Agreement, the Continuing Disclosure Certificate, and the Paying Agent Agreement on behalf of the Authority, substantially in the forms on file with the Authority, but with all such changes therein as shall be approved by the officers executing the same, which approval shall be conclusively evidenced by the execution thereof. Copies of all of the transaction documents shall be delivered, filed and recorded as provided therein. The President, Executive Director, and other Authority officers are also authorized and directed to execute such other instruments as may be required to give effect to the transactions herein contemplated. (b) The officers of the Authority are authorized and directed to prepare and furnish to the original purchaser of the Bonds, and to the attorneys approving the Bonds, certified copies of all proceedings and records of the Authority relating to the power and authority of the Authority to enter into the Ground Lease, the Lease, the Bond Purchase Agreement, the Continuing Disclosure Certificate, and the Paying Agent Agreement within their knowledge or as shown by the books and records in their custody and control, and such certified copies and certificates shall be deemed representations of the Authority as to the facts stated therein. 7. Amendment to Parameters Resolution. The Board has determined to amend the parameters set forth in Section 1.02 of the Parameters Resolution so that the Bonds shall have a maturity 2 460962v3 JAE LN140-112