No. 1904 authorizing the issuance of bonds of the SB Redevelopment District for the purpose of raising money for Redevelopment and Economic Development in the SEDA (TJX)

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C. The Bonds shall be offered and sold pursuant to an Official Statement with respect to the Bonds (the "Official Statement "), to be made available and distributed in such manner, at such times, for such periods and in such number of copies as may be required pursuant to Rule 15c2 -12 promulgated by the United States Securities and Exchange Commission (the "Rule "). The Commission hereby authorizes the Controller to approve the form of the Preliminary Official Statement upon the advice of counsel with such approval to be conclusively evidenced by signature of the Controller thereon. The Commission hereby authorizes the Controller to deem "final" the Preliminary Official Statement, as of its date, in accordance with the provisions of the Rule, subject to completion as permitted by the Rule, and the Commission further authorizes the distribution of the deemed final Official Statement. The Commission hereby authorizes and directs the Controller, upon the advice of the counsel to place into final form and distribute and cause to be delivered the final Official Statement in accordance with the Rule, and further authorizes the Controller to execute the final Official Statement. 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 Commission hereby authorizes the Controller to approve a continuing disclosure contract and to execute the same on the date the Bonds are issued 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 District to enter into a continuing disclosure agreement 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. -20- O MAN1 130621v1