No. 2153 authorizing issuance of bonds of the SB redevelopment district for purpose of raising money for certain local public improvements in downtown medical services district allocation area

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If the Bonds are sold at a negotiated, private sale, the Commission hereby authorizes the Controller to approve an offering document and to execute and deliver such offering document, with such approval to be conclusively evidenced by such execution. The Commission covenants and agrees that it will comply with and carry out the continuing disclosure requirements of Section (b)(5) of the Rule. The President and Secretary are further authorized on behalf of the Redevelopment District to enter into a continuing disclosure agreement, if necessary or appropriate under the Rule, for the benefit of the holders of the Bonds to be dated as of the date of issuance and delivery of the Bonds evidencing the covenants and agreements of the City and the Commission to comply with the continuing disclosure requirements of the Rule. SECTION 10. The Controller is hereby authorized and directed to obtain a legal opinion as to the validity of the Bonds from Baker & Daniels, bond counsel, of South Bend, Indiana, and to furnish such opinion to the purchaser of the Bonds. The cost of said opinion shall be considered as part of the costs incidental to these proceedings and shall be paid out of the proceeds of the Bonds. SECTION 11. Any Bonds issued under this Resolution may be initially issued in temporary form exchangeable for definitive Bonds. The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Commission, shall be in fully registered form and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary Bond shall be executed, sealed and attested by the President of the Commission and the Controller in substantially the same manner as provided in Section 1 hereof. If temporary Bonds are issued, definitive Bonds will be executed and furnished without delay and thereupon the temporary bonds may be surrendered for cancellation at the principal office of the Registrar and the Registrar shall deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of the same interest rates and maturities. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Resolution as definitive Bonds issued hereunder. SECTION 12. The Mayor of the City is hereby authorized to execute the Bonds with his manual or facsimile signature and the Controller is hereby authorized and directed to have the definitive Bonds prepared, attest the Bonds with his manual or facsimile signature, and cause the seal of the City to be impressed or a facsimile thereof to be printed on the Bonds, all in the form and manner herein provided. In the case any officer whose signature appears on the Bonds shall cease to hold that office before the delivery of the Bonds, the signature of such officer shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until the delivery of the Bonds. After the Bonds have been properly executed, the Controller shall certify the amount the purchaser is to pay, together with the name and address of the purchaser, and upon receipt of the amount of payment certified, deliver the Bonds to the purchaser. The Controller shall take a receipt for the Bonds delivered to the purchaser, pay the purchaser's payment into the respective funds described above, and report the proceedings to the Commission and the Common Council of the City. -22- BDDB01 4010216v3