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Limited Offering Memorandum (the "Offering Memorandum") presented to and considered at the <br />meeting at which this Ordinance is considered are hereby in all respects approved and adopted. The <br />Offering Memorandum, with such appropriate variations as shall be approved by the Mayor or Mayor <br />Pro Tem of the City and the Underwriter, may be used by the Underwriter in the offering and sale of the <br />Bonds. The Mayor or Mayor Pro Tem of the City is hereby authorized and directed to execute, and the <br />City Clerk is hereby authorized and directed to attest, the Offering Memorandum. The City Clerk is <br />hereby authorized and directed to include and maintain a copy of the Preliminary Limited Offering <br />Memorandum and Offering Memorandum and any addenda, supplement or amendment thereto thus <br />approved among the permanent records of this meeting. The use and distribution of the Preliminary <br />Limited Offering Memorandum in the offering of the Bonds is hereby ratified, approved and confirmed. <br />Notwithstanding the approval and delivery of such Preliminary Limited Offering Memorandum and <br />Offering Memorandum by the Council, the Council is not responsible for and proclaims no specific <br />knowledge of the information contained in the Preliminary Limited Offering Memorandum and Offering <br />Memorandum pertaining to the Public Improvements, the Developer (as defined in the Offering <br />Memorandum) or its financial ability, any builders, any landowners, or the appraisal of the property in <br />the District. <br />Section 6. Continuing Disclosure Agreement. The Continuing Disclosure Agreement (the <br />"Continuing Disclosure Agreement") between the City and UMB Bank, N.A. is hereby authorized and <br />approved in substantially final form attached hereto as Exhibit D and incorporated herein as a part <br />hereof for all purposes and the City Manager of the City is hereby authorized and directed to execute <br />and deliver such Continuing Disclosure Agreement with such changes as may be required to carry out <br />the purpose of this Ordinance and approved by the City Manager, such approval to be evidenced by the <br />execution thereof. <br />Section 7. Agreement Regarding Conveyance of Right of Redemption and Waiver of <br />Agricultural Valuation. The Agreement Regarding Conveyance of Right of Redemption and Waiver of <br />Agricultural Valuation (the 'Redemption and Waiver Agreement") between the City, Developer and <br />UMB Bank, N.A. is hereby authorized and approved in substantially final form attached hereto as <br />Exhibit E and incorporated herein as a part hereof for all purposes and the City Manager of the City is <br />hereby authorized and directed to execute and deliver such Redemption and Waiver Agreement with <br />such changes as may be required to carry out the purpose of this Ordinance and approved by the City <br />Manager, such approval to be evidenced by the execution thereof. <br />Section 8. Additional Actions. The Mayor, the Mayor Pro Tem, the City Manager and the <br />City Clerk are hereby authorized and directed to take any and all actions on behalf of the City necessary <br />or desirable to carry out the intent and purposes of this Ordinance and to issue the Bonds in accordance <br />with the terms of this Ordinance. The Mayor, the Mayor Pro Tem, the City Manager and the City Clerk <br />are hereby authorized and directed to execute and deliver any and all certificates, agreements, notices, <br />instruction letters, requisitions, and other documents which may be necessary or advisable in connection <br />with the sale, issuance and delivery of the Bonds and the carrying out of the purposes and intent of this <br />Ordinance. <br />Section 9. Severability. If any Section, paragraph, clause or provision of this Ordinance <br />shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such <br />