(h) The Controller is hereby authorized and directed to obtain a legal opinion
<br /> as to the validity of the Bonds from Barnes & Thornburg LLP, and to furnish such opinion to the
<br /> purchasers of the Bonds or to cause a copy of said legal opinion to be printed on each Bond. The
<br /> cost of such opinion shall be paid out of the proceeds of the Bonds.
<br /> (i) In connection with the sale of the Bonds, the Executive and the Controller
<br /> each are authorized to take such actions and to execute and deliver such agreements and
<br /> instruments as they deem advisable to obtain a rating and/or to obtain bond insurance for the
<br /> Bonds, and the taking of such actions and the execution and delivery of such agreements and
<br /> instruments are hereby approved.
<br /> SECTION X. Authorization of Execution of Documents. Each of the
<br /> Mayor, the Clerk, the Controller, and any other officer of the City are authorized and directed to
<br /> execute the Financing Documents, such other documents approved or authorized herein and any
<br /> other document which may be necessary, appropriate or desirable to consummate the transaction
<br /> contemplated by the Financing Documents and this Ordinance, and their execution is hereby
<br /> confirmed on behalf of the City. The signatures of the Mayor, the Clerk, the Controller, and any
<br /> other officer of the City on the Bonds which may be necessary or desirable to consummate the
<br /> transaction, and their execution is hereby confirmed on behalf of the City. The signatures of the
<br /> Mayor,the Clerk,the Controller, and any other officer of the City on the Bonds may be facsimile
<br /> signatures. The Mayor,the Clerk,the Controller, and any other officer of the City are authorized
<br /> to arrange for the delivery of such Bonds to the purchaser,payment for which will be made in the
<br /> manner set forth in the Financing Documents. The Mayor, the Clerk, the Controller, and any
<br /> other officer of the City may, by their execution of the Financing Documents requiring their
<br /> signatures and imprinting of their facsimile signatures thereon, approve any and all such changes
<br /> therein and also in those Financing Documents which do not require the signature of the Mayor,
<br /> the Clerk,the Controller or any other officer of the City without further approval of this Common
<br /> Council or the Economic Development Commission if such changes do not affect terms set forth
<br /> in Sections 27(a)(1) through and including(a)(10) of the Act.
<br /> 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
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