Res98 PFA 98-02 - Laserfiche WebLink

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Section 1. Execution and Delivery of Certificates. The Board hereby acknowledges the execution and delivery by the Trustee of the Certificates under and pursuant to the Trust Agreement in the aggregate principal amount of not to exceed $11,700,000 for the purposes hereinbefore described. Section 2. Approval of Trust A~eement. The Board hereby approves the Trust Agreement in substantially the form on file with the Secretary together with any additions thereto or changes therein deemed necessary or advisable by the Chairperson, Executive Director, and the Director of Finance/Treasurer(collectively, the "Authorized Officers"), whose execution thereof shall be conclusive evidence of the approval of any such additions and changes. Such changes and additions shall include, without limitation, the insertion in the Trust Agreement of the final annual maturities and final aggregate principal amount of the Certificates and the initial interest rates evidenced by the Certificates. Each of the Authorized Officers are hereby authorized and directed to execute, and the Clerk or the Secretary and the Assistant Secretary are hereby authorized and directed to attest, the final form of the Trust Agreement for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Trust Agreement. Section 3. Approval of Lease Agreement. The Board hereby approves the lease of the City Hall Project from the City and the lease of the City Hall Project back to the City pursuant to and in accordance with the Lease Agreement in substantiallythe form on file with the Secretary, together with any additions thereto or changes therein deemed necessary or advisable by the Authorized Officers, whose execution thereof shall be conclusive evidence of approval of any such additions and changes. Each of the Authorized Officers are hereby authorized and directed to execute, and the Secretary and the Assistant Secretary are hereby authorized and directed to attest, the final form of the Lease Agreement for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Lease Agreement. Section 4. Approval of Ground Lease. The Board hereby approves the Ground Lease in substantially the form on file with the Secretary, together with any additions thereto or changes therein deemed necessary or advisable by the Authorized Officers, whose execution thereof shall be conclusive evidence of approval of any such additions and changes. Each of the Authorized Officers are hereby authorized and directed to execute, and the Secretary and the Assistant Secretary are hereby authorized and directed to attest, the final form of the Ground Lease for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Ground Lease. Section 5. ReimbursementAgreement. The form of the ReimbursementAgreement (the "Reimbursement Agreement"), by and among the City, the Authority and KBC Bank N.V., presented to this meeting and on file with the Secretary, is hereby approved. Each of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the Authority,to execute and deliver said Reimbursement Agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. Contract of Purchase. The form of the Contract of Purchase by and among the City and Stone & Youngberg LLC (the "Underwriter"),and acknowledged by the Authority presented to this meeting and on file with the Secretary, is hereby approved. Each of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the Authority, to acknowledge and deliver said Contract of Purchase in substantially said form, with such changes therein as such officer 11794.2222931.0002 2 PFA 98-02