9645-05 Authorizing the city to issue its adjustable rate demand for the Stanley Clark School

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than 98% of the principal amount thereof plus accrued interest to the date of delivery of the Bonds, if any. The term of each series of Bonds shall be not longer than thirty-five (35) years from the date of issuance of each series. The Mayor is further authorized to carry out, on behalf of the City, the terms and conditions set forth therein, consistent with the provisions of this Ordinance. SECTION VII. The Mayor is hereby authorized and directed to obtain a legal opinion as to the validity of the Bonds from Baker & Daniels LLP, 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 or by the Borrower. SECTION VIII. The Mayor and the Clerk are authorized and directed to execute, attest, deliver, and affix or imprint by any means the City seal to, the Financing Documents and the Bonds approved herein on behalf of the City and, by their execution of such documents, they may approve any changes therein without further approval of the Common Council or the Commission excepting, however, such changes as must be approved pursuant to IC 36-7-12-25 and IC 36-7-12-27. The signatures of the Mayor and the Clerk on the Bonds may be manual or facsimile signatures. SECTION IX. The Bonds shall be sold pursuant to the Official Statement. The Mayor or the Clerk are hereby authorized to approve a form of Official Statement and to deem "final" the Official Statement, as of its date, in accordance with the provisions of Rule 15c2-12 promulgated by the United States Securities and Exchange Commission (the "Rule"), subject to completion as permitted by the Rule. The Common Council hereby authorizes the Mayor to execute the final Official Statement if so requested by the purchaser of the Bonds and further authorizes the distribution of the deemed final Official Statement in such manner, at such times, for such periods and in such number of copies as may be required by the Rule. If requested by the purchaser of the Bonds, the Mayor and the Clerk are hereby authorized, with respect to each series of Bonds, to approve a continuing disclosure agreement and to execute the same on the date the Bonds are issued if so requested by the purchaser of the Bonds. Each of the Mayor and the Clerk are authorized to execute any other documents and take such other action that may be necessary or desirable to consummate the issuance and sale of the Bonds and the loan of the proceeds thereof to the Borrower. The Clerk is authorized to arrange for delivery of the Bonds to the purchaser thereof, payment for which will be made to the Trustee named in the Trust Indenture. SECTION X. The Bonds shall never constitute a general obligation, an indebtedness of, a pledge of the faith and credit of the City, the State of Indiana (the "State") or any political subdivision thereof, or a charge against the general credit of the City, the State or any political subdivision thereof, nor are they payable in any manner from revenues raised by taxation, and the Bonds shall be payable solely from the revenues and security interests pledged to their payment as authorized by the Trust Indenture. SECTION XI. If any section, paragraph or provision of this Ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Ordinance. BDDBOI 4206748v1 - 4 -