07-08-2015 Council Packet - Laserfiche WebLink

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9. All acts, conditions, and things required by the laws of the State of Minnesota, relating to the adoption of this resolution, to the amendment of the Series 2011B Note and the Series 2012B Note, and to the execution of any documents referred to above to happen, exist, and be performed precedent to and in the enactment of this resolution, and precedent to the amendment of the Series 2011B Note and the Series 2012B Note, and precedent to the execution of any documents referred to above have happened, exist, and have been performed as so required by law, 10. The members of the City Cotmcil, officers of the City, and attorneys and other agents or employees of the City are hereby authorized to do all acts and things required by them by or in connection with this resolution and any other documents referred to above for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Amended Series 2011B Note, the Amended Series 2012B Note, and any other documents referred to above, and this resolution. 11. If for any reason the Mayor is unable to execute and deliver those documents referred to in this resolution, any other member of the City Council, or any officer of the City duly delegated to act on behalf of the Mayor, may execute and deliver such documents with the same force and effect as if such documents were executed by the Mayor. If for any reason the City Administrator is unable to execute and deliver the documents referred to in this resolution, such documents may be executed and delivered by any member of the City Council or any officer of the City duly delegated to act on behalf of the City Administrator, with the same force and effect as if such documents were executed and delivered by the City Administrator. 12. The Borrower has agreed and it is hereby determined that any and all costs incurred by the City in connection with the financing of the Phase II Project and the amendment of the Series 2011B Note and the Series 2012B Note will be paid by the Borrower. It is understood and agreed that the Borrower shall indemnify the City against all liabilities, losses, damages, costs, and expenses (including attorney's fees and expenses incurred by the City) arising with respect to the Phase II Project, or the Amended Series 2011B Note, or the Amended Series 2012B Note as provided for and agreed to by and between the Borrower and the City in the Loan Agreement. 13, The City hereby consents to the amendments incorporated into the Amended Series 2011A Note and the Amended Series 2012A Note and delivery of the Amended Series 2011A Note and Amended Series 2012A Note by Arden Hills to the Lender, 14. The Amended Series 2011B Note and the Amended Series 2012B Note will be deemed designated as "qualified tax-exempt obligations" under the provisions of Section 265(b)(3)(D) of the Internal Revenue Code of 1986, as amended. 15. This resolution shall be in full force and effect from and after its passage. 463257v2 SEL AR200-16 6