ERMU RES 21-12 - Laserfiche WebLink

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are available for such purpose, and such general fund may be reimbursed with or without interest from the Debt Service Fund when a sufficient balance is available therein. Section 5. Authentication of Transcript; Execution of Related Documents. 5.01. Commission Proceedings and Records. The officers of the Commission are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of the Commission relating to the Bonds and to the financial condition and affairs of the Commission, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and marketability of the Bonds and such instruments, including any heretofore furnished, may be deemed representations of the Commission as to the facts stated therein. 5.02. Certification as to Official Statement. The President, Secretary and Finance Manager, or any of them, are hereby authorized and directed to certify that they have examined the Official Statement, prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the Official Statement is, as of the date thereof, a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement, as it relates to the City, the Commission and the Bonds. 5.03. Other Certificates. The President, Secretary and Finance Manager or any of them, are hereby authorized and directed to furnish to the Purchaser at the closing such certificates as are required as a condition of sale. Unless litigation shall have been commenced and be pending questioning the Bonds or the organization of the City or incumbency of its officers, at the closing the President, Secretary and Finance Manager, on behalf of the Commission, and the Mayor and City Clerk, on behalf of the City, shall also execute and deliver to the Purchaser a suitable certificate as to absence of material litigation, and the Finance Manager shall also execute and deliver a certificate as to payment for and delivery of the Bonds. 5.04 Electronic Signatures. The electronic signature of the President, Secretary and Finance Manager, on behalf of the Commission, and the Mayor and City Clerk, on behalf of the City,to this resolution and to any certificate authorized to be executed hereunder shall be as valid as an original signature of such party and shall be effective to bind the Commission and the City, as applicable, thereto. For purposes hereof, (i) "electronic signature" means (a) a manually signed original signature that is then transmitted by electronic means or (b) a signature obtained through DocuSign or Adobe or a similarly digitally auditable signature gathering process; and (ii) "transmitted by electronic means" means sent in the form of a facsimile or sent via the internet as a portable document format ("pdf') or other replicating image attached to an electronic mail or internet message. Section 6. Tax Covenants. 6.01 Tax-Exempt Bonds. The Commission and the City covenant and agree with the holders from time to time of the Bonds that it will not take or permit to be taken by any of its officers, employees, or agents any action which would cause the interest on the Bonds to become EL185-69-713323 v2 10