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<br />SECTION 5. AUTHORIZED OFFICERS. The Mayor in consultation with the City <br />Manager or any other appropriate officers of the Borrower are herby authorized and directed to <br />execute and deliver a Loan Agreement to evidence the Loan, to be entered into by and between <br />the Borrower and the Council in substantially the form attached hereto as Exhibit "B" with such <br />changes, insertions and omissions as may be approved by the Mayor in consultation with the <br />City Manager, the execution thereof being conclusive evidence of such approval. <br /> <br />Further, the Mayor in consultation with the City Manager or any other appropriate <br />officers of the Borrower are hereby authorized and directed to execute and deliver a Continuing <br />Disclosure Agreement concerning compliance with existing or proposed rules of the Securities <br />and Exchange Commission concerning continuing disclosure by the Borrower, to be entered into <br />by and between the Underwriter, the Borrower and the Council in substantially the form attached <br />hereto as Exhibit "c" with such changes, insertions and omissions as may be approved by the <br />Mayor or City Manager, the execution thereof being conclusive evidence of such approval. <br /> <br />SECTION 6. RATES. The City Manager or his designee is hereby authorized to <br />approve the final rates of interest on the Bonds, and the redemption provisions thereof, if any, on <br />behalf of the Borrower. The City Manager or his designee is hereby authorized and directed to <br />execute and deliver a Bond Purchase Contract, to be entered into by and between the <br />Underwriter, the Borrower and the Council in substantially the form attached hereto as Exhibit <br />"D" with such changes, insertions and omissions as my be approved by the City Manager, the <br />execution by the Mayor thereof being conclusive evidence of such approval. <br /> <br />SECTION 7. INDENTURE The Borrower herby acknowledges and consents to the <br />Bonds being issued pursuant to a Trust Indenture (the "Indenture") to be executed by the Council <br />and a bank or trust company to be selected by the Council, as Trustee. <br /> <br />SECTION 8. OTHER INSTRUMENTS. The Mayor, the City Manager and the <br />Finance Director, or any other appropriate officers of the Borrower are hereby authorized and <br />directed to execute any and all certifications or other instruments or documents required by this <br />Ordinance, the Loan Agreement, the Trust Indenture or any other document required by the <br />Council as a prerequisite or precondition to making the Loan (including but not limited to the <br />execution of all tax documents relating to the tax exempt status of the Loan), and any such <br />representations and agreements made therein shall be deemed to be made on behalf of the <br />Borrower. All action taken to date by the officers of the Borrower in furtherance of the issuance <br />of the Bonds and the making of the Loan is hereby approved, confirmed and ratified. <br /> <br />SECTION 9. ADDITIONAL INFORMATION. The Loan Agreement shall not be <br />executed and delivered unless and until the Borrower has received all information required by <br />Section 218.385, Florida Statutes. <br /> <br />SECTION 10. ADDITIONAL TERMS. Pursuant to subsequent resolution, the <br />Borrower may establish such additional terms as it may so determine to be in the best interests of <br />the Borrower. <br /> <br />Ordinance Authorizing Negotiation <br />of Loan not to Exceed $18,500,000. <br />9/20/02 -10:26 AM <br />A:/HO/Disk 11A <br /> <br />3 <br />