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plus accrued interest thereon to the date of delivery. The Mayor and the Controller are <br />hereby authorized to enter into a purchase agreement for the sale of the Bonds on the terms <br />and conditions set forth therein, consistent with the provisions of this Resolution. <br />OW <br />The Preliminary Official Statement is hereby approved in the form presented <br />to the Commission at this meeting, and the Preliminary Official Statement in the form <br />presented at this meeting is hereby deemed final for purposes of the provisions of the SEC <br />Rule, subject to completion as permitted by the SEC Rule. The purchaser of the Bonds, <br />as determined herein, is hereby authorized and directed to cause to be distributed such <br />Preliminary Official Statement substantially in the form presented to this meeting to all <br />parties with such changes as may be required and which are approved by the Commission's <br />legal counsel as H. J. Umbaugh & Associates may recommend, to describe adequately the <br />Bonds and information related thereto, to all parties who in its judgment may be interested <br />in bidding on such Bonds; and the Commission shall place a copy of such Preliminary <br />Official Statement as presented to this meeting with the minutes of this meeting. <br />Ln <br />SECTION 6. Prior to the delivery of the Bonds, the Controller shall be <br />authorized to obtain a legal opinion as to the validity of the Bonds from Baker & Daniels, <br />bond counsel, of South Bend, Indiana, and to furnish such opinion to the purchaser or <br />purchasers of the Bonds. The cost of said opinion shall be considered as part of the costs <br />incidental to these proceedings and shall be paid out of the proceeds of the Bonds. <br />SECTION 7. The Commission hereby authorizes and directs the Mayor and <br />the Controller of the City, and the members and officers of the Commission, and each of <br />them, for and on behalf of the District, to prepare, execute and deliver any and all other <br />instruments, letters, certificates, agreements and documents as the official executing the <br />same determines is necessary or appropriate to consummate the transactions contemplated <br />by this Resolution, including, without limitation, the Continuing Disclosure Certificate <br />referred to herein, and such determination shall be conclusively evidenced by the execution <br />thereof. The instruments, letters, certificates, agreements and documents, including the <br />Bonds, necessary or appropriate to consummate the transactions contemplated by this <br />Resolution shall, upon execution, as contemplated herein, constitute the valid and binding <br />obligations or representations and warranties of the District, the full performance and <br />satisfaction of which by the District is hereby authorized and directed. <br />The Commission covenants and agrees and the City, acting for and on behalf <br />of the District, shall covenant and agree that it will comply with and carry out all of the <br />provisions of a Continuing Disclosure Certificate relating to the provision of annual reports <br />and notices of certain events specified in the SEC Rule (the "Continuing Disclosure <br />Certificate ") as such Continuing Disclosure Certificate may be amended from time to time. <br />The Continuing Disclosure Certificate shall be executed by the President and Secretary of <br />the Commission and the Mayor and Controller, acting for and on behalf of the District, and <br />dated the date of issuance and delivery of the Bonds. <br />-15- <br />