1997-019 Council Resolution - Laserfiche WebLink

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9. Subject to approval of the final forms of the Bond Documents by Bond Counsel, the Mayor and the Clerk -Treasurer, the City shall proceed forthwith to issue its Bonds, in the form and upon the terms set forth in the Indenture, provided that the Bonds shall be issued subject to the approval of the Project by the Minnesota Department of Trade and Economic Development. The offer of the Placement Agent to place the Bonds for sale on substantially the terms set forth in the Indenture which has been submitted to the City in connection with this Resolution, at the interest rate or rates established in accordance with the Indenture, is hereby accepted. The Mayor and Clerk -Treasurer are authorized and directed to prepare and execute the Bonds as prescribed in the Indenture and to deliver them to the Trustee for authentication and delivery to the Purchaser. 10. The City hereby consents to the use of the Placement Memorandum in connection with the private placement of the Bonds. The City has not prepared nor made any independent investigation of the information contained in the Placement Memorandum other than the section therein captioned "The Issuer", and the City takes no responsibility for such information. The City relies exclusively on the due diligence of the Company and the Placement Agent as to the adequacy of the disclosures made in the Placement Memorandum. 11. The Mayor, Clerk -Treasurer and other officers of the City are authorized and directed to prepare and furnish to the Placement Agent certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality of the Bonds 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 herein. 12. 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 Mayor and Clerk - Treasurer authorized herein to execute said documents prior to their execution; and the Mayor and Clerk -Treasurer are hereby authorized to approve said changes on behalf of the City. The execution of any instrument by the appropriate official or officials herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. 776937.1 5