05-13-2020 Council Packet - Laserfiche WebLink

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40 The Borrower As of the date of delivery of the Series 2020 Bonds to the Underwriter, the Borrower will certify that there is no pending or, to the best of their knowledge, threatened litigation to which the Borrower is a party, which in any way questions or affects the validity of the Series 2020 Bonds, or any proceedings, documents, or transactions relating to their issuance, sale and delivery. The Limited Guarantor As of the date of delivery of the Series 2020 Bonds to the Underwriter, the Limited Guarantor will certify that there is no pending or, to the best of their knowledge, threatened litigation to which the Limited Guarantor is a party, which in any way questions or affects the validity of the Series 2020 Bonds, or any proceedings, documents, or transactions relating to their issuance, sale and delivery. RELATIONSHIPS AMONG THE PARTIES In connection with the issuance of the Series 2020 Bonds, the Issuer, the Underwriter, and the Borrower are being represented by the attorneys or law firms identified above under the heading “APPROVAL OF LEGAL PROCEEDINGS.” In other transactions not related to the Series 2020 Bonds each of these attorneys or law firms may have acted as Bond Counsel or represented the Issuer, the Underwriter, the Borrower, or their affiliates, in capacities different from those described under “APPROVAL OF LEGAL PROCEEDINGS,” and there will be no limitations imposed as a result of the issuance of the Series 2020 Bonds on the ability of any of these firms or attorneys to act as Bond Counsel or represent any of these parties in any future transactions. Furthermore, the Borrower, the Underwriter, and their affiliates are not limited in engaging in future business transactions with each other. Potential purchasers of the Series 2020 Bonds should not assume that the Issuer, the Underwriter, the Borrower, or their respective counsel or Bond Counsel have not previously engaged in, or will not after the issuance of the Series 2020 Bonds engage in, other transactions with each other or with any affiliates of any of them, and no assurance can be given that there are or will be no past or future relationships or transactions between or among any of these parties or these attorneys or law firms. UNDERWRITING The Series 2020 Bonds are being purchased from the Issuer by Northland Securities, Inc., in Minneapolis, Minnesota (the “Underwriter”). The Underwriter has agreed to purchase the Series 2020 Bonds, for a purchase price of $______, which amount represents the principal amount of the Series 2020 Bonds ($______), less the Underwriter’s discount of $______, [plus/less] [net] original issue [premium/discount] of $_______. The Underwriter is purchasing the Series 2020 Bonds subject to the terms of a Bond Purchase Agreement (the “Bond Purchase Agreement”) between the Issuer, the Borrower, and the Underwriter. The Bond Purchase Agreement provides that the Underwriter will purchase all the Series 2020 Bonds if any are purchased and that the obligation to make such purchase is subject to certain terms and conditions set forth in the Bond Purchase Agreement, the approval of certain legal matters by counsel, and certain other conditions. The initial public offering prices set forth on the cover page hereof may be changed from time to time by the Underwriter. The Borrower has agreed under the Bond Purchase Agreement to pay to the Underwriter certain expenses, and to indemnify the Underwriter and the Issuer against certain liabilities, including certain liabilities under federal and state securities laws.