07-08-2015 Council Packet - Laserfiche WebLink

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will ensure that, under applicable federal income tax law and regulations, the Amended Series 2012B Note will not be deemed to be part of a single issue of tax-exempt obligations that includes the Amended Series 2012B Note and the Series 2015 Note, the Amended Series 2011A Note, the Amended Series 2011B Note, or the Series 2012A Note. The Amended Series 2012B Note shall include such necessary and appropriate variations, omissions, and insertions as do not materially change the substance thereof, or as the Mayor and City Administrator, in their discretion, shall determine, and the execution and delivery thereof by the Mayor and City Administrator shall be conclusive evidence of such determination. All of the provisions of the Amended Series 2011B Note and the Amended Series 2012B Note, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Amended Series 2011B Note and Amended Series 2012B Note shall continue to constitute special limited obligations of the City payable solely from revenues of the Phase I Project, in the manner provided in this resolution and the Series 2011B Loan Agreement or the Series 2012B Loan Agreement. The Amended Series 2011B Note and the Series 2012B Note do not constitute general or moral obligations of the City, or a pledge of the faith and credit or any taxing power of the City, the State of Minnesota, or any political subdivision thereof, 2. The City has not participated in the preparation of any disclosure documents relating to the Amended Series 2011B Note and Amended Series 2012B Note and has made no independent investigation with respect to the information contained in any such disclosure documents, The City assumes no responsibility for the sufficiency, accuracy, or completeness of any information set forth in any such disclosure documents. 3. The Mayor, the City Administrator, and other officers of the City are authorized and directed to prepare and furnish to the Lender and to Bond Counsel certified copies of all proceedings and records of the City relating to the Amended Series 2011B Note and the Amended Series 2012B Note, and such other affidavits and certificates as may be required to show the facts relating to the legality of the Amended Series 2011B Note and the Amended Series 2012B Note as such facts appear from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. 4. The approval hereby given to the various documents referred to above includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom, and additions thereto as may be necessary and appropriate and approved by the officials authorized herein to execute said documents, which approval shall be conclusively evidenced by the execution thereof, The Mayor, the City Administrator, and other officers and employees of the City are hereby authorized to execute and deliver, on behalf of the City, any and all other certificates, instruments, and other written documents that may be requested by Bond Counsel, the Lender, or other persons or entities in conjunction with the amendments to the Amended Series 2011B Note and the Amended Series 201213 Note. Without imposing any limitations on the scope of the preceding sentence, such officers and employees are specifically authorized to execute and deliver a certificate relating to federal tax matters including matters relating to arbitrage and arbitrage rebate, a receipt for the 463257v2 SEL AR200-16 4