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3. The execudon, delivery and performance of the Master Agreement and the Property <br />Schedule by Lessee has been duly authorized by all necessary action on the part of Lessee. <br />4. All proceedings of Lessee and its governing body relating to the authorization and approval <br />of the Master Agreement and the Property Schedule, the execution thereof and the transactions <br />contemplated thereby have been conducted in accordance with all applicable open meeting laws and all other <br />applicable state and federal laws. <br />5. Lessee has acquired or has arranged for the acquisition of the Property subject to the <br />Property Sohedu|e, and has entered into the Master Agreement and the Property Sohedu|e, in compliance <br />with all applicable public bidding laws. <br />6 Lessee has obtained all consents and approvals of other governmental authorities or <br />agencies which may be required for the execution, delivery and performance by Lessee of the Master Agreement <br />and the Property Schedule. <br />7. The Master Agreement and the Property Schedule have been duly executed and delivered <br />by Lessee and constitute legal, valid and binding obligations of Leesee, enforceable against Lessee in <br />accordance with the terms thereof, except insofar asthe enforcement thereof may belimited byany applicable <br />bankruptcy, insolvency, moratorium, reorganization or other laws of equitable principles of general application, or <br />of application to municipalities or political subdivisions such as the Lessee, affecting remedies or creditors' rights <br />generally, and to the exercise of judicial discretion in appropriate cases. <br />& Aeofthe date hereof, based onsuch inquiry and investigation aswehave deemed sufficient, <br />no litigation is pending, (or, to our knowledge, threatened) against Lessee in any court (a) seeking to restrain or <br />enjoin the delivery of the Master Agreement nrthe Property Schedule orofother agreements similar to the <br />Master Agreement; (b) questioning the authority of Lessee to execute the Master Agreement or the Property <br />Schedu|e, or the validity of the Master Agreement or the Property Schedu|e, or the payment of principal of or <br />interest on. the Property Schedule,- (o) questioning the constitutionality of any statute, or the validity of any <br />proceedings, authorizing the execution of the Master Agreement and the Property Schedule; or (d) affecting the <br />provisions made for the payment of or security for the Master Agreement and the Property Schedule. <br />A. Texas Government Code Section 2252.908 and Texas Administrative Code Chapter 46 have <br />been complied with by either filing of the required "disclosure of interested parties" to the Texas Gtsha Ethics <br />Commission and the Lessee ordue tothe Property Schedule being less than $1.000.000 in value and the <br />following applying: (a) the governing body of Lessee has legal authority to delegate to its staff the authority to <br />execute the Property Schedule; (b) the governing body ofthe Lessee has delegated toits staff the authority to <br />execute the Property Schedule; and (c) the governing body of the Lessee did not participate in the selection of <br />the business entity with which the Property Schedule ioentered into. <br />This opinion may be relied upon by Lessor, its successors and assigns, and any other legal counsel <br />who provides anopinion with respect tothe Property Schedule. <br />Very truly <br />By <br />Name: Michael J. Cosentino <br />Title: City Attorney <br />Dated: June 7, 2017 <br />