05-26 Ordinance Authorizing the City to Issue One or More Series of its Taxable Economic Development Tax Increment Revenue Bonds and Approving and Authorizing Other Actions in Respect Thereto in Connection With the Colfax Corner ML, LLC Project

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The Mayor of the City(the"Mayor")and the Clerk(the"Clerk")are hereby authorized to approve with the advice of counsel, a Bond Purchase Agreement (the "Bond Purchase Agreement")with the Developer or the Developer's designee in a form and substance acceptable to the Mayor and the Clerk to provide for the initial sale of all or a portion of the Bonds. The Mayor and the Clerk are hereby authorized and directed to execute and deliver the Bond Purchase Agreement in a form and substance acceptable to them 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. SECTION V. Execution and Delivery of Financing Documents. Each of the Mayor and the Clerk and any other officer of the City are authorized and directed to execute the Financing Documents, in such forms as are on file with the Clerk with such changes therein as shall be approved by the Mayor and the Clerk,with execution of those documents by the appropriate officer or representative of the City constituting conclusive evidence of such approval of any such changes, 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, the Bond Purchase Agreement, 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 or electronic 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 thereof, 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 and in any other documents contemplated to be executed or approved by the City in connection with the issuance of the Bonds or effecting the purposes of this Ordinance 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 VI. Binding Effect. The provisions of this Ordinance and the Financing Documents securing the Bonds of any series or subseries shall constitute a contract binding between the City and the holders of the Bonds of such series or subseries, and after the issuance of the Bonds, this Ordinance shall not be repealed or amended in any respect which would adversely affect the rights of such holders so long as the Bonds or the interest thereon remains unpaid. SECTION VII. Findings Relating to Project. The Common Council hereby finds that (a) the Project and the related financing assistance for the Project provided in the Financing Documents are consistent with the economic development plan for the Area and the Lafayette North Allocation Area; (b) the Developer would not undertake the Project without the financing assistance provided in Financing Documents; and (c) the Project furthers the economic development of the Lafayette North Allocation Area and the Area generally. 5