Resolution 8165 - Laserfiche WebLink

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Section 11. Validity of the Subordinate Note. The Subordinate Note, when executed and delivered, shall contain a recital that it is issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Subordinate Note and the regularity of the issuance thereof, and that all acts, conditions, and things required by the laws of the State of Minnesota relating to the adoption of this resolution,to the issuance of the Subordinate Note,and to the execution of the aforementioned documents to happen, exist, and be performed prior to the execution of the aforementioned documents have happened, exist, and have been performed as so required by law. Section 12. Authorization for Other Acts. The officers of the City, bond counsel, other attorneys, engineers, and other agents or employees of the City are hereby authorized to do all acts and things required of them by or in connection with this resolution, the aforementioned documents, and the Subordinate Note for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Subordinate Note, the aforementioned documents and this resolution. In the event that for any reason the Mayor is unable to carry out the execution of any of the documents or other acts provided herein, any persons delegated the duties of the Mayor shall be authorized to act in the capacity of the Mayor and undertake such execution or acts on behalf of the City with full force and effect, which execution or acts shall be valid and binding on the City. 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 by any person delegated the duties of the City Administrator, with the same force and effect as if such documents were executed and delivered by the City Administrator. Section 13. Designation as Bank-Qualified Obligation. The City hereby designates the Subordinate Note as a"qualified tax-exempt obligation"for purposes of Section 265(b)(3)of the Code. Section 14. Payment of Costs. The Borrower has agreed to pay directly or through the City any and all costs paid or incurred by the City in connection with the transactions authorized by this resolution,whether or not the Subordinate Note is issued. Section 15. Payment of City's Administrative Fee. The Loan Agreement will require the Borrower to pay the City's bond administrative fee in the amount of one percent (1.0%) of the original aggregate principal amount of the Subordinate Note when the Subordinate Note is issued. In addition,the Loan Agreement will include a provision requiring the Borrower to compensate the City for any economic loss it incurs if it must issue general obligation bonds in 2013 that are not"qualified tax-exempt obligations"for purposes of Section 265(b)(3)of the Code. Section 16. Effective Date. This resolution shall be in full force and effect from and after its passage. Approved by the City Council of the City of Mounds View, Minnesota,this 28th day of October, 2013. ayor ATTEST: City Administrator 433887v1 JAE MU210-222 6