747-17 Master Resolution for Infrastructure Sales Surtax Revenue Bond (City Hall Project), Series 2017

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SECTION 8.04 Intent to Reimburse. The City Council of the Issuer expresses its intention to be reimbursed from proceeds of a future tax-exempt financing for capital expenditures to be paid by the City in connection with the subsequent issuance of the Series 2017 Bond for the purpose of financing the Cost of the Initial Project. Pending reimbursement, the Issuer expects to use funds on deposit in the Issuer's General Fund or other appropriate fund or account to pay such costs including but not limited to capital expenditures and other costs associated with the issuance of the Series 2017 Bond.General Authority. The members of the City Council of the Issuer and the Issuer's officers, attorneys and other agents and employees are hereby authorized to perform all acts and things required of them by this Resolution or desirable or consistent with the requirements hereof for the full, punctual and complete performance of all of the terms,covenants and agreements contained in the Bonds and this Resolution, and they are hereby authorized to execute and deliver all documents which shall be required by Bond Counsel or the initial purchasers of the Bonds to effectuate the sale of the Bonds to said initial purchasers. SECTION 8.06 No Third Party Beneficiaries. Except such other Persons as may be expressly described herein or in the Bonds, nothing in this Resolution or in the Bonds, expressed or implied, is intended or shall be construed to confer upon any Person, other than the Issuer and the Holders, any right, remedy or claim, legal or equitable, under and by reason of this Resolution or any provision hereof, or of the Bonds, all provisions hereof and thereof being intended to be and being for the sole and exclusive benefit of the Issuer and the Persons who shall from time to time be the Holders. SECTION 8.07 No Personal Liability. Neither the members of the City Council of the Issuer, any employees of the Issuer, nor any person executing the Bonds shall be personally liable therefore or be subject to any personal liability or accountability by reason of the issuance thereof. SECTION 8.08 Severability of Invalid Provisions. If any one or more of the covenants, agreements or provisions of this Resolution shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements and provisions of this Resolution and shall in no way affect the validity of any of the other covenants, agreements or provisions hereof or of the Bonds issued hereunder. SECTION 8.09 Repeal of Inconsistent Resolutions. All resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict. [Remainder of page intentionally left blank] 29