Resolution - #05-06-189 - 06/28/2005

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(f) to the actual knowledge of the City, but without independent investigation, the consummation of the transactions contemplated by this Resolution, the Bonds and the Bond Documents, and compliance by the City with the provisions thereof will not result in any breach of any of the terms, conditions or provision of, or constitute a default under, any indenture, lease, loan agreement or other instrument to which the City is a party or by which the City may be bound, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the City other than the Project, or result in any violation of any provisions of law; (g) to the actual knowledge of the City, but without independent investigation, the City is not in default in the performance and observance of any of the terms or conditions of the Bonds and the Bond Documents on its part to be performed or observed, and all conditions precedent provided in the Indenture relating to the issuance of the Bonds have been complied with; (h) to the actual knowledge of the City, but without independent investigation, no further approval, consent or withholding of objection on the part of any administrative or regulatory body, federal, state or local, is required in connection with the execution and delivery of the Bonds and the Bond Documents; (i) the City has not received notice of any pending, nor to the City's knowledge is there any threatened, action, suit, proceeding, inquiry or investigation against the City, at law or in equity, by or before any court, public board or body affecting the existence of the City or the titles of its officials to their respective offices, or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the pledge of revenues or assets of the City pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way materially adversely affecting or questioning (A) the territorial jurisdiction of the City, (B) the validity or enforceability of the Bonds, any proceedings of the City taken with respect to the Bonds, or the Bond Documents, (C) the exclusion of interest on the Bonds from gross income for purposes of federal income taxation, (D) the execution and delivery of the Bond Documents or the Bonds or (E) the power of the City to carry out the transactions contemplated by the Bonds or any of the Bond Documents; (j) to the City's actual knowledge, but without independent investigation, the representations and warranties of the City contained in the Bond Documents will be true and correct as of the closing date. WHEREAS, subject to the final approval of the City's counsel, the forms of the Bond Documents are approved substantially in the forms submitted and are hereby authorized to be executed in the name and on behalf of the City by the Mayor and City Administrator. Any other documents and certificates necessary in connection with the issuance of the Bonds are similarly authorized to be executed and delivered by the appropriate City officers. WHEREAS, the City shall proceed forthwith to issue its Bonds in the form and upon the terms set forth in the Indenture. The offer of the Underwriter to place the Bonds for resale to accredited investors at par plus accrued interest to the date of delivery at the interest rate RESOLUTION #05-05-189 Page 3 of 5