R99-165 AUTHORIZING THE EXECUTION OF A MEMORANDUM OF INTENT

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c That it will take such further action and ado t such further roceedin s as � ) P P g may be required to implement the aforesaid intentions or as it may deem appropriate in pursuance thereof. 4. General Provisions. (a) All stated intentions of the Issuer under Paragraph 2 hereof and of the Borrower under Paragraph 3 hereof are expressly subject to the condition that on or before December 31, 1999 (or such other date as shall be mutually satisfactory to the Issuer and the Borrower), the Issuer and the Borrower shall have agreed to mutually acceptable terms and conditions of the loan agreement and of the Bonds and other instruments or proceedings relating to the Bonds. The decision not to approve or agree to any term or condition of any document or not to take any action prior to issuance of the Bonds shall rest solely within the complete discretion of the parties to this Memorandum of Intent. (b) If the events set forth in (a) of this Paragraph 4 do not take place within the time set forth or any extension thereof, and the Bonds in an amount of approximately the amount stated above are not sold within such time, the Borrower shall reimburse the Issuer for all expenses incurred by the Issuer in anticipation of such issuance and sale and will reimburse the Issuer for all reasonable and necessary out of pocket expenses which the Issuer may incur at the Borrower's request arising out of the passage of this Resolution, including but not limited to, the payment of attorney and other consultant fees arisin� from the execution of this Memorandum of Intent or the performance by the Issuer of its intentions hereunder, and this Memorandum of Intent shall thereupon terminate. (c) This Memorandum of Intent shall be binding upon, and inure to the benefit of, the parties and their respective successors, assigns and designees, in accordance with the terms of this Memorandum of Intent. IN WITNESS WHEREOF, the parties hereto have entered into this Memorandum of Intent by thei: principals or of�icers thereunto duly authorized as of the 4th day of October, 1999. C1TY OF DECATUR r By: �,.� ATTES : ayor �/' �' / / �� '�J`.� / /,(/ ,,?��1 , , City Clerk - 3