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Agreement to the respective parties thereto, and City Clerk of the City is hereby authorized to <br />affix the seal of the City to such documents. <br /> Section 2. Other Actions Authorized. Each of the Authorized Officers and each of the <br />other officers and employees of the City shall take all action necessary or reasonably required to <br />carry out, give effect to and consummate the transactions contemplated thereby (including the <br />execution and delivery of certificates and disbursement requests and any other tax certificates <br />and agreements, as contemplated in the Agreement) and to take all action necessary in <br />conformity therewith, including, without limitation, the execution and delivery of any closing <br />and other documents required to be delivered in connection with the Agreement and the Escrow <br />Agreement. Whenever in this resolution any officer of the City is authorized to execute, attest or <br />countersign any document or take any action, such execution, attestation, countersigning or <br />action may be taken on behalf of such officer by any person designated by such officer to act on <br />his or her behalf in the case such officer shall be absent or unavailable. <br /> Section 3. No General Liability. Nothing contained in this Resolution, the Agreement, <br />the Escrow Agreement nor any other instrument shall be construed with respect to the City as <br />incurring a pecuniary liability or charge upon the general credit of the City or against its taxing <br />power, nor shall the breach of any agreement contained in this Resolution, the Agreement, the <br />Escrow Agreement or any other instrument or document executed in connection therewith <br />impose any pecuniary liability upon the City or any charge upon its general credit or against its <br />taxing power, except to the extent that the Rental Payments payable under the Agreement are <br />limited obligations of the City, subject to annual appropriation by this City Council, as provided <br />in the Agreement. <br /> Section 4. Appointment of Authorized City Representatives. Each of the Authorized <br />Officers is hereby designated to act as authorized representatives of the City for purposes of the <br />Agreement and the Escrow Agreement until such time as the City Council shall designate any <br />other or different authorized representative for purposes of the Agreement and/or the Escrow <br />Agreement. <br />Section 5. Professional Services. Jones Hall, A Professional Law Corporation, is hereby <br />appointed as special counsel to the City in connection with the financing contemplated by this <br />Resolution, and the City Attorney is authorized and directed to execute a legal services <br />agreement with said firm. <br /> Section 6. Severability. If any section, paragraph, clause or provision of this <br />Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or <br />unenforceability of such section, paragraph, clause or provision shall not affect any of the <br />remaining provisions of this Resolution. <br /> Section 7. Repealer. All bylaws, orders and resolutions or parts thereof, inconsistent <br />herewith, are hereby repealed to the extent only of such inconsistency. This repealer shall not be <br />construed as reviving any bylaw, order, resolution or ordinance or part thereof. <br />196