Item 2E: Resolution Authorizing Bonds for Cascade Manor

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that units of local government (including any authority or city) may enter into intergovernmental agreements and may agree to designate one of the parties to an intergovernmental agreement to perform any or all functions and activities that a party to the agreement has the authority to perform, the Authority and the City of Eugene agree that the Authority will be the issuer of the Series 2006 Bonds for the Projects. 2.Further Authority. This Agreement is executed by the parties hereto to clearly identify the Authority as the issuer of the Series 2006 Bonds for the Projects and to further supplement the existing authority of the Authority to issue the Series 2006 Bonds for the Projects pursuant to ORS 441.550(8), which provides that an authority has the power to loan money for the construction of and improvements to hospital facilities or adult congregate care facilities, and ORS 441.550(2), which provides that an authority has the power to improve and equip hospital facilities or adult congregate care facilities within or without the corporate limits of the municipality by which it was created. 3.Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. 4.No Liability on the Series 2006 Bonds. The parties to this Agreement shall not incur any liability on the Series 2006 Bonds by reason of executing this Agreement. The Series 2006 Bonds are special nonrecourse obligations of the Authority payable solely from revenues or resources provided by Cascade Manor, Inc. or its affiliates. 5.Counterparts. This Agreement may be executed in one or more counterparts each of which shall constitute an original. 6.Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Oregon. IN WITNESS WHEREOF, the parties have set their hands as of this ___ day of ______, 2006. THE HOSPITAL FACILITIES CITY OF EUGENE, OREGON AUTHORITY OF THE CITY OF MEDFORD, OREGON By: ________________________________ By: ________________________________ Title: ______________________________ Title: _____________________________ _ Intergovernmental Cooperation Agreement – Page 2