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6. Issuance. The City shall proceed forthwith to issue the Bonds, in the forms and upon <br />the terms set forth in the Indenture and this Resolution, if and to the extent the Borrower, the <br />Lender and the City Officers determine to proceed with the Project, which determination shall be <br />deemed made upon execution of the Financing Documents by the City Officers. The Bonds shall <br />be payable or prepayable at such time or times, shall bear interest at such rates and shall be <br />subject to such other terms and conditions as set forth therein which the Lender, the Borrower and <br />the City Officers shall agree to, which agreement shall be deemed to have been made upon <br />execution and delivery of the Bonds by the City Officers. The City Officers are authorized and <br />directed to execute and deliver the Bonds as prescribed in the Indenture and this Resolution. <br />7. Records and Certificates. The City Officers and other officers of the City are <br />authorized and directed to prepare and furnish to the Lender certified copies of all proceedings and <br />records of the City relating to the Bonds, and such other affidavits and certificates as may be <br />required to show the facts relating to the legality of the Bonds as such facts appear from the books <br />and records in the officers’ custody and control or as otherwise known to them; and all such <br />certified copies, certificates and affidavits, including any heretofore furnished, shall constitute <br />representations of the City as to the truth of all statements contained therein. <br />8. Changes in Forms Approved; Absent and Disabled Officers. The approval hereby <br />given to the various documents referred to above includes approval of such additional details <br />therein as may be necessary and appropriate and such modifications thereof, deletions therefrom <br />and additions thereto as may be necessary and appropriate and approved by legal counsel to the <br />City and the City Officers; and said City Officers or staff members are hereby authorized to approve <br />said changes on behalf of the City. The execution of any instrument by the City Officers shall be <br />conclusive evidence of the approval of such document in accordance with the terms hereof. In the <br />event of absence or disability of either of the City Officers, any of the documents authorized by this <br />Resolution to be executed may be executed without further act or authorization of the City Council <br />by any member of the City Council or any duly designated acting official, or by such other officer or <br />officers of the City Council as, in the opinion of the City Attorney, may act in their behalf. <br />9. Future Amendments. The authority to approve, execute and deliver future <br />amendments to Financing Documents entered into by the City in connection with the issuance of <br />the Bonds and consents required under the financing documents is hereby delegated to the City <br />Officers, subject to the following conditions: (a) such amendments or consents do not require the <br />consent of the respective holders of the Bonds or such consent has been obtained; (b) such <br />amendments or consents to not materially adversely affect the interests of the City; (c) such <br />amendments or consents do not contravene or violate any policy of the City, and (d) such <br />amendments or consents are acceptable in form and substance to the counsel retained by the City <br />to review such amendments. The authorization hereby given shall be further construed as <br />authorization for the execution and delivery of such certificates and related items as may be <br />required to demonstrate compliance with the agreements being amended and the terms of this <br />Resolution. The execution of any instrument by the City Officers shall be conclusive evidence of <br />the approval of such instruments in accordance with the terms hereof. In the absence of the Mayor <br />and/or City Administrator, any instrument authorized by this paragraph to be executed and <br />delivered may be executed by the officer of the City authorized to act in his or her place and stead. <br />10. Payment of Expenses; Indemnification by Borrower. It is understood and agreed by <br />the Borrower that the Borrower shall indemnify the City against all liabilities, losses, damages, costs <br />and expenses (including attorney’s fees and expenses incurred by the City) arising with respect to <br />the Project or the Bonds, as provided for and agreed to by and between the Borrower and the City