10613-18 Authorize Issuance of Economic Development Bonds Series 2018 for Potawatomi Zoo Project

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SECTION IX. Registration Authorization. The Mayor and the Clerk are hereby authorized in the name and on behalf of the City to take any and all action which the Mayor and the Clerk may deem necessary or advisable with the advice of counsel for the City in order to effect the registration or qualification(or exemption therefrom) of the Bonds for issue, offer, sale or trade under the Blue Sky or securities laws of any of the states of the United States of America and in connection therewith,to execute,acknowledge,verify, deliver, file or cause to be published any applications, reports, consents to service of process and other papers and instruments which may be required under such laws, and to take any and all further action which such official of the City may deem necessary or advisable in order to maintain any such registration or qualification for as long as the Mayor and the Clerk deem necessary or as required by law, provided, however, the Mayor and the Clerk need not consent to service of process in any jurisdiction other than the State of Indiana. SECTION X. Approval of Documents. Each of the Financing Documents is hereby approved in the forms submitted to this meeting, and a copy of each such document shall be kept on file by the Clerk. The Mayor and the Clerk are hereby authorized and directed to execute and deliver such documents without further approval of the Common Council in substantially the forms herein approved with such additions, deletions and modifications thereto as may be approved under the Act, the execution thereof being conclusive evidence of such approval and of the approval of the Common Council; and the Clerk, or any authorized representative of the City, is hereby authorized and directed to affix the seal of the City to such documents and to attest the same. Two copies of each of the Financing Documents, hereby incorporated into this Ordinance, were duly filed in the Office of the Clerk and are available for public inspection in accordance with Section 36-1-5-4 of the Indiana Code. SECTION XI. Sale of Bonds. The Mayor and the Clerk are authorized and directed to sell such Bonds to the Purchaser (defined herein) at a price not less than ninety-nine percent (99%) of the aggregate principal amount thereof plus accrued interest, if any, at a rate of interest not to exceed six percent(6.0%)per annum,and with a final maturity no later than twenty- one (2 1) years from the date of the issuance of the Bonds. The execution and delivery of a bond purchase agreement (the "Purchase Agreement"), between the City and Fifth Third Securities, Inc. (the"Purchaser"),with respect to the sale of the Bonds,by the Mayor and the Clerk is hereby approved in a form and substance acceptable to the Mayor and the Clerk with the advice of counsel and consistent with the terms and conditions set forth in this Ordinance, with such acceptance of the form and substance thereof to be conclusively evidenced by their execution thereof. In connection with the sale of the Bonds, the Mayor and the Clerk each are authorized to take such actions and to execute and deliver such agreements and instruments as they deem advisable to obtain a rating on the Bonds, bond insurance for the Bonds, and/or a surety policy to satisfy the Reserve Requirement and the taking of such actions and the execution and delivery of agreements and instruments are hereby approved. SECTION XII. Authorization of Execution of Documents. Each of the Mayor, the Clerk and any other officer of the City are authorized and directed to execute the Financing Documents, such other documents approved or authorized herein and any other document which may be necessary, appropriate or desirable to consummate the transaction contemplated by the Financing Documents and this Ordinance, and their execution is hereby confirmed on behalf of the City. The signatures of the Mayor, the Clerk and any other officer of the City on the Bonds which may be necessary or desirable to consummate the transaction, and their execution is hereby confirmed on behalf of the City. The signatures of the Mayor,the Clerk and any other officer of the City on the Bonds may be facsimile signatures. The Mayor,the Clerk and any other officer of the City are authorized to arrange for the delivery of such Bonds to the purchaser, payment for which will be made in the manner set forth in the Financing Documents. The Mayor, the Clerk and any other officer of the City may, by their execution of the Financing Documents requiring their signatures and imprinting of their facsimile signatures thereon, approve any and all such changes therein and also in those Financing Documents which do not require the signature of the Mayor, the Clerk or any other officer of the City without further approval of this Common Council or the Economic Development Commission if such changes do not affect terms set forth in Sections 27(a)(1)through and including (a)(10) of the Act. SECTION XIII. Ordinance a Binding Contract. The provisions of this Ordinance and the Financing Documents shall constitute a contract binding between the City and the holder or holders of the Bonds and after the issuance of said Bonds, this Ordinance shall not 5