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i � �Q��06937 2004��247 agreemenrs comply with the requirements of Rev. Proc. 82-26 in regard to can- cellation or other matters. i. Heartland shall take such action as necessary to obtain a determination from the Intemal Revenue Service or athervvise that this Agreement does not have any adverse effect on the exempt status of Heartland under Section 501(c)(3) of the Code or the exempt status of Fonner Park under Secuon 501(c)(4) of the Code. If Heartland is unablc to satisfy any of the foregoing conditions, Heartland shall have the ogtion to rescind this Agreement and this Agreement shall be of na furth.er force and effect. The City and Heartland agree and acknowledge that conditions c., h. and i. have been satisfied. Conditions a., b, and £ must be satisfied oa or before 12:Q0 midnight on the fourth anniversary of the date on which this Agreement is executed and delivered, otherwise fihis Agreement shail terminate and be of no further force and effect. The fourth anniversary of the date on which this Agreement is executed and delivered is October 9, 2005. Conditions d., e. and g. shall be satisfied within a reasonable time after the satisfaction of conditions a., b. and f. Heartiand must also have the ability to issue Buildi.ng Bonds upon satisfaction of the foregoing coaditions as contemplated by this Agreement pursuant to Section 103 of the Code and in conformity with the niles and requirements of Rev. Proc. 82-26 under terms a�nd conditians sufficient to provide net proceeds available for degosit to the Constcuction Fund in the amount of $7,500,00.00 after reduction for any deposit required to be made to the Debt Service Reserve Fund and for paym.ent of issnance expenses related to the Bui]ding Bonds. If Heartland is unable to sat�sfy such condition, Heartland shall have the option ta rescind this Agreement and this Agreement shall be of no further force and effect. 1.2 Patagraph 6. of the Lease Purchase Agreement is hereby amended to read as follows: 6. CONSTRUCTION AND ACQUISITION OF PItOJECT BY HEARTLAND. Heartland agrees to provide for the planning, desiga, construction and acquisition of the Prnject. The Project sha11 be constructed in accordance with the PIans and Specifications prepareci by the project architect on behalf of Heartland. Heartiand shaii take bids for construcdon of the Project in the discrerion of Heartland and awazd the contract to the project contractor. Heartland shall administer and provide for construction of the Project in accordance with the terms of said con- tract. Heartlaad shall make payment for cnsts of the Project from the funds in the Constniction Fund held by the Trustee, which fund shail contain the proceeds from the sale of Building Boads issued by Hearttand and interest on such funds while invested in the Const�ction Fund, and from Other Funding Sources. The City sha11 make any payments to suppliers and contractors. in excess of such funds in the Construcuon Fund and Other Fandin$ Sources, as additional ren� Hearttand shall take bids in the discretion of Heartland for acquisition of such addirions, improvements and fixtures as shall be specified to be subject to this Agreement at the time of the issuance af the Building Bonds and which are not included in the construction contracts of the Project. Heartland shall administer and provide for acquisition of such additions, improvements and fixtures in accordance with the terms of said contracts. Heartland shail make payment far 3