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issuance, sale, and delivery of the Obligations, including without limitation documents attached to the
<br />foregoing, various certificates of the City, the Information Return for Tax -Exempt Private Activity Bond
<br />Issues, Form 8038, a letter prepared in accordance with Section 42(m)(2)(D) of the Code evidencing the
<br />determination of the City, as the issuer of the Obligations, based on conclusions of a third party analyst,
<br />that the amount of tax credits to be allocated to the Project will not exceed the amount necessary for the
<br />financial feasibility of the Project and its viability as a qualified low-income housing project, a certificate
<br />as to arbitrage and rebate and similar documents (collectively, the "Financing Documents").
<br />All of the provisions of the Financing Documents, when executed and delivered as authorized
<br />herein, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated
<br />verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The
<br />Financing Documents shall be substantially in the forms currently on file with the City, which are hereby
<br />approved, with such necessary and appropriate variations, omissions and insertions as do not materially
<br />change the substance thereof, and as the City Officials, in their discretion, shall determine, and the execution
<br />thereof by the City Officials shall be conclusive evidence of such determination.
<br />The City may execute the Financing Documents, and any other documents, certificates, and
<br />instruments relating to the issuance of the Bonds and the Project by electronic signature. For purposes
<br />hereof: (i) "electronic signature" means a manually signed original signature that is then transmitted by
<br />electronic means; and (ii) "transmitted by electronic means" means sent in the form of a facsimile or sent
<br />via the internet as a portable document format ("pdf') or other replicating image attached to an electronic
<br />mail or internet message; or (iii) a digital signature of an authorized representative of any party provided
<br />by AdobeSign or DocuSign (or such other digital signature provider as specified by such party).
<br />9. Bond Opinion. The City hereby authorizes Kutak Rock LLP, as bond counsel, to prepare,
<br />execute, and deliver its approving legal opinions with respect to the Obligations.
<br />10. Official Statement. The City has not participated in the preparation of the Official
<br />Statement relating to the offer and sale of the Series A Bonds (the "Official Statement"), and has made no
<br />independent investigation with respect to the information contained therein, including the appendices
<br />thereto, and the City assumes no responsibility for the sufficiency, accuracy, or completeness of such
<br />information. Subject to the foregoing, the City hereby consents to the distribution and the use by the
<br />Underwriter of the Official Statement in connection with the offer and sale of the Series A Bonds. The
<br />Official Statement is the sole material consented to by the City for use in connection with the offer and sale
<br />of the Series A Bonds.
<br />11. Council Authority; No Personal Liability. Except as otherwise provided in this Resolution,
<br />all rights, powers, and privileges conferred and duties and liabilities imposed upon the City or the City
<br />Council by the provisions of this Resolution or of the aforementioned documents shall be exercised or
<br />performed by the City or by such members of the City Council, or such officers, board, body or agency
<br />thereof as may be required or authorized by law to exercise such powers and to perform such duties.
<br />No covenant, stipulation, obligation or agreement herein contained or contained in the
<br />aforementioned documents shall be deemed to be a covenant, stipulation, obligation or agreement of any
<br />member of the City Council, or any officer, agent or employee of the City in that person's individual
<br />capacity, and neither the City Council nor any officer or employee executing the Obligations shall be
<br />personally liable on the Obligations or be subject to any personal liability or accountability by reason of the
<br />issuance thereof.
<br />Except as otherwise expressly provided herein, nothing in this Resolution or in the aforementioned
<br />documents expressed or implied, is intended or shall be construed to confer upon any person or firm or
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<br />4933-6580-5482.2
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