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<br />SECTION 5. AUTHORIZED OFFICERS. The Mayor in consultation with the City <br />Manager of the Borrower is hereby authorized and directed to execute and deliver a Loan <br />Agreement to evidence the Loan, to be entered into by and between the Borrower and the <br />Council in substantially the form attached hereto as Exhibit "A" with such changes, insertions <br />and omissions as may be approved by the Mayor in consultation with the City Manager, the <br />execution thereof being conclusive evidence of such approval. <br /> <br />Further, the Mayor in consultation with the City Manager of the Borrower are hereby <br />authorized and directed to execute and deliver a Continuing Disclosure Agreement concerning <br />compliance with existing or proposed rules of the Securities and Exchange Commission <br />concerning continuing disclosure by the Borrower, to be entered into by and between the <br />Underwriter, the Borrower and the Council in substantially the form attached hereto as Exhibit <br />"c" with such changes, insertions and omissions as may be approved by the Mayor in <br />consultation with the City Manager, the execution thereof being conclusive evidence of such <br />approval. <br /> <br />SECTION 6. RATES. The City Manager or his designee, is hereby authorized to <br />approve the final rates of interest on the Bonds, and the redemption provisions thereof, if any, on <br />behalf of the Borrower. The City Manager or his designee, is hereby authorized and directed to <br />execute and deliver a Bond Purchase Agreement, to be entered into by and between the <br />Underwriter, the Borrower and the Council in substantially the form attached hereto as Exhibit <br />"B" with such changes, insertions and omissions as may be approved by the City Manager, the <br />execution by the Mayor thereof being conclusive evidence of such approval. <br /> <br />SECTION 7. ISSUANCE COSTS. The payment of Issuance Costs is hereby approved. <br />Funds for the payment of these costs shall be expended from proceeds of the Bonds. <br /> <br />SECTION 8. INDENTURE. The Borrower hereby acknowledges and consents to the <br />Bonds being issued pursuant to a Trust Indenture (the "Indenture") to be executed by the Council <br />and a bank or trust company to be selected by the Council, as Trustee. <br /> <br />SECTION 9. OTHER INSTRUMENTS. The Mayor is hereby authorized and directed <br />to execute any and all certifications or other instruments or documents required by this <br />Resolution, the Loan Agreement, the Trust Indenture or any other document required by the <br />Council as a prerequisite or precondition to making the Loan (including but not limited to the <br />execution of all tax documents relating to the tax exempt status of the Loan), and any such <br />representations and agreements made therein shall be deemed to be made on behalf of the <br />Borrower. All action taken to date by the officers of the Borrower in furtherance of the issuance <br />of the Bonds and the making ofthe Loan is hereby approved, confirmed and ratified. <br /> <br />SECTION 10. ADDITIONAL INFORMATION. The Loan Agreement shall not be <br />executed and delivered unless and until the Borrower has received all information required by <br />Section 218.385, Florida Statutes. <br /> <br />3 <br /> <br />Legislation - Attny: Ordinance Authorizing Negotiation <br />of Loan Not to Exceed $11,000,000. <br />