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No covenant, stipulation, obligation or agreement herein contained or contained in the
<br />aforementioned documents shall be deemed to be a covenant, stipulation, obligation or agreement of any
<br />member of the City Council, or any officer, agent or employee of the City in that person's individual
<br />capacity, and neither the City Council nor any officer or employee executing the Bonds shall be
<br />personally liable on the Bonds or be subject to any personal liability or accountability by reason of the
<br />issuance thereof.
<br />No provision, covenant or agreement contained in the aforementioned documents, the Bonds, or
<br />in any other document relating to the Bonds, and no obligation therein or herein imposed upon the City or
<br />the breach thereof, shall constitute or give rise to a general or moral obligation of the City or any
<br />pecuniary liability of the City or any charge upon its general credit or taxing powers. In making the
<br />agreements, provisions, covenants, and representations set forth in such documents, the City has not
<br />obligated itself to pay or remit any funds or revenues, other than funds and revenues derived from the
<br />Loan Agreement which are to be applied to the payment of the Bonds, as provided therein.
<br />12. Except as herein otherwise expressly provided, nothing in this resolution or in the
<br />aforementioned documents expressed or implied, is intended or shall be construed to confer upon any
<br />person or firm or corporation, other than the City, any holder of the Bonds issued under the provisions of
<br />this resolution, any right, remedy or claim, legal or equitable, under and by reason of this resolution or
<br />any provisions hereof, this resolution, the aforementioned documents, and all of their provisions being
<br />intended to be and being for the sole and exclusive benefit of the City, and any holder from time to time
<br />of the Bonds issued under the provisions of this resolution.
<br />13. In case any one or more of the provisions of this resolution, other than the provisions
<br />contained in the first sentence of Section 4, or of the aforementioned documents, or of the Bonds issued
<br />hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect
<br />any other provision of this resolution, or of the aforementioned documents, or of the Bonds, but this
<br />resolution, the aforementioned documents, and the Bonds shall be construed and endorsed as if such
<br />illegal or invalid provisions had not been contained therein.
<br />14. The Bonds, when executed and delivered, shall contain a recital that they are issued
<br />pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Bonds and the
<br />regularity of the issuance thereof, and that all acts, conditions, and things required by the laws of the State
<br />of Minnesota relating to the adoption of this resolution, to the issuance of the Bonds, and to the execution
<br />of the aforementioned documents to happen, exist, and be performed precedent to the execution of the
<br />aforementioned documents have happened, exist, and have been performed as so required by law.
<br />15. The officers of the City, bond counsel, other attorneys, engineers, and other agents or
<br />employees of the City are hereby authorized to do all acts and things required of them by or in connection
<br />with this resolution, the aforementioned documents, and the Bonds, for the full, punctual, and complete
<br />performance of all the terms, covenants, and agreements contained in the Bonds, the aforementioned
<br />documents, and this resolution. If for any reason the Mayor or the City Administrator is unable to
<br />execute and deliver the documents referred to in this Resolution, such documents may be executed by any
<br />member of the City Council or any officer of the City delegated the duties of the Mayor or the City
<br />Administrator with the same force and effect as if such documents were executed and delivered by the
<br />Mayor or the City Administrator.
<br />16. The Borrower shall pay the administrative fee of the City on the date of issuance of the
<br />Bonds. The Borrower will also pay, or, upon demand, reimburse the City for payment of, any and all
<br />costs incurred by the City in connection with the Project and the issuance of the Bonds, whether or not the
<br />Bonds are issued, including any costs for attorneys' fees.
<br />372206v2 JSB MU210 -192
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