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SECTION XI. Ordinance a Binding Contract. The provisions of this
<br /> Ordinance and the Financing Documents shall constitute a contract binding between the City and
<br /> the holder or holders of the Bonds and after the issuance of said Bonds, this Ordinance shall not
<br /> be repealed or amended in any respect which would adversely affect the right of such holder or
<br /> holders so long as said Bonds or the interest thereon remains unpaid.
<br /> SECTION XII. Tax-Exemption. Based upon the recommendation of the,the
<br /> City's bond counsel at the time of the issuance of the Bonds, the City may issue the Bonds on a
<br /> tax-exempt basis and, if the Bonds are to be issued on a tax-exempt basis,the City will use its best
<br /> efforts to restrict the use of the proceeds of the Bonds in such a manner and to the reasonable
<br /> expectations at the time the Bonds are delivered to the purchasers thereof, so that they will not
<br /> constitute "arbitrage bonds" under Section 148 of the Internal Revenue Code of 1986 and the
<br /> regulations promulgated thereunder, as amended and in effect on the date of issuance of any series
<br /> of the Bonds(collectively,the"Code"),or to preserve any other desired tax status under the Code,
<br /> if necessary. In the event the Bonds are issued on a tax-exempt basis, the Mayor, the Clerk, the
<br /> Controller, or any other officer having responsibility with respect to the issuance of the Bonds, are
<br /> authorized and directed, alone or in conjunction with any of the foregoing, or with any other
<br /> officer, employee, consultant or agent of the City, to deliver a certificate for inclusion in the
<br /> transcript of proceedings for the Bonds, setting forth the facts, estimates and circumstances and
<br /> reasonable expectations pertaining to the use of the Bond proceeds as of the date of issuance
<br /> thereof.
<br /> SECTION XIII. No Recourse. No recourse under or upon any obligation,
<br /> covenant,acceptance or agreement contained in this Ordinance,the Financing Documents or under
<br /> any judgment obtained against the City, including without limitation its Economic Development
<br /> Commission and Redevelopment Commission,or by the enforcement of any assessment or by any
<br /> legal or equitable proceeding by virtue of any constitution or statute or otherwise, or under any
<br /> circumstances, under or independent of the Financing Agreement, shall be had against any
<br /> member, director, or officer or attorney, as such, past, present, or future, of the City, including
<br /> without limitation its Economic Development Commission and Redevelopment Commission,
<br /> either directly or through the City, or otherwise, for the payment for or to the City or any receiver
<br /> thereof or for or to any holder of the Bonds secured thereby, or otherwise, of any sum that may
<br /> remain due and unpaid by the City upon any of such Bonds.Any and all personal liability of every
<br /> nature, whether at common law or in equity, or by statute or by constitution or otherwise, of any
<br /> such member, director, or officer or attorney, as such,to respond by reason of any act or omission
<br /> on his or her part or otherwise for, directly or indirectly, the payment for or to the City or any
<br /> receiver thereof, or for or to any owner or holder of the Bonds, or otherwise, of any sum that may
<br /> remain due and unpaid upon the Bonds hereby secured or any of them, shall be expressly waived
<br /> and released as a condition of and consideration for the execution and delivery of the Financing
<br /> Agreement and the issuance, sale and delivery of the Bonds
<br /> SECTION XIV. No Liability. No stipulation, obligation or agreement herein
<br /> contained or contained in the Financing Documents, the Bonds or in any other agreement or
<br /> document executed on behalf of the City shall be deemed to be a stipulation, obligation or
<br /> agreement of any member of the Common Council, or any officer, agent or employee of the City
<br /> in his or her individual capacity, and no such member of the Common Council, officer, agent or
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