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(a) a Ground Loase Agreement dated as of <br />September 1, 1998 (the "Ground Lease") executed by the <br />City pursuant to which the City leases the premises on <br />which the Project is to be constructed to the <br />Authority; <br />(b) a Lease With Option to Purchase Agreement <br />dated as of September 1, 1998 (the "Lease"), between <br />the Authority and the City which, among other things, <br />provides for the construction and installation of the <br />Project and pursuant to which the City is required to <br />pay rental payments sufficient to pay the principal and <br />interest on the Bonds when due; and <br />(c) a Revenue Bond Resolution to be adopted by <br />the Authority (the "Resolution"), setting forth the <br />form and details of the Bonds and their issuance, and <br />pledging the rental payments derived from the Lease to <br />the payment of the Bonds. <br />3. =royal and Execution of Ground Lease Agreement <br />and Lease With Option to Purchase Agreement. The Mayor and the <br />Clerk -Treasurer are hereby authorized and directed to execute, <br />and deliver the Ground Lease and Lease in substantially the forms <br />on file with the Clerk -Treasurer. All of the provisions of the <br />Ground Lease and Lease when executed and delivered as authorized <br />herein shall be deemed to be a part of this resolution as fully <br />and to the same extent as if incorporated herein and shall be in <br />full force and effect from the date of execution and delivery <br />thereof. <br />4. Approval of Revenue Bond Resolution. The City <br />hereby approves the form of the Resolution and the terms of the <br />Bonds described therein. <br />S. Authorized to Execute. The Mayor and Clerk - <br />Treasurer are hereby designated and authorized to act on behalf <br />of the City to execute.the Lease, the Ground Lease or other <br />documents relating thereto. <br />6. Furnishing of Certificates and Proceedings. The <br />Mayor and Clerk -Treasurer and other officers of the City are <br />authorized and directed to prepare and furnish to the Purchaser <br />and Bond Counsel, certified copies of all proceedings and records <br />of the City relating to the Bonds, and such other affidavits and <br />certificates as may be required to show the facts relating to the <br />legality of the Bonds as such facts appear from the books and <br />records in the officers' custody and control or as otherwise <br />known to them; and all such certified copies, certificates and <br />affidavits, including any heretofore furnished, shall constitute <br />representations of the City as to the truth of all statements <br />contained therein. <br />965985.1 2 <br />