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Section 1. The Ci ty Council hereby author izes the re- marketing and sale of the Bonds by Allison-Williams Company (the "Remarketing Agent") in accordance wi th the terms of the Indenture; provided however, that the Issuer shall take no responsibili ty for or incur any liabili ty in connection with such remarketing. Section 2. The forms of the Indenture, Agreement and Offering Memorandum, are hereby approved and the officers of the Issuer are hereby authorized to execute and deliver the Indenture and Agreement {the "Issuer Documents"} wi th such var iations, insertions and additions as are deemed appro- priate by- such officers, as evidenced by their execution thereof. All of the provisions of the Issuer Documents when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and deliv- ery thereof. The Issuer Documents and Offering Memorandum shall be substantially in the form on file in the offices of the Issuer. Section 3. Upon remarketing the Bonds are hereby autho- rized to be executed by the manual or facsimile signatures of the Mayor and City Manager of the Issuer as specified in the form of the Bonds contained in the Indenture, such Bonds to be manually au thentica ted by the Trustee as provided in the Indenture. Section 4. All covenants, stipulations, obligations and agreements of the Issuer contained in this resolution and in the Issuer Documents shall be deemed to be the covenan ts, stipulations, obligations and agreements of the Issuer to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding upon the Issuer. Except as' otherwise provided in this resolution, all rights, powers and privileges conferred and duties and liabili ties imposed upon the Issuer or the City Council by the provisions of this resolution, or the Issuer Documents shall be exercised or performed by the Issuer or by such members of the Ci ty Councilor by such officers, board, body or agency thereof as may be required by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the Issuer Documents shall be deemed to be a covenant, stipulation, obligation or agree- ment of any member of the City Councilor any officer, agent or employee of the Issuer in that person's individual capa- city, and neither the City Council nor any officer executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by rea- son of the issuance or remarketing thereof. - 2 -