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449010v2 JAE MN475-38 5
<br />shall determine, and the execution thereof by the Mayor and the City Administrator shall be conclusive
<br />evidence of such determination.
<br />
<br /> Section 7. Other Documents. The Mayor, the City Administrator, and the Finance Director
<br />of the City are hereby authorized to execute and deliver, on behalf of the City, such other documents as
<br />are necessary or appropriate in connection with the issuance, sale, and delivery of the Mounds View Note,
<br />including one or more certificates of the City, an endorsement of the City to the tax certificate of the
<br />Borrower, an Information Return for Tax-Exempt Private Activity Bond Issues, Form 8038, and all other
<br />documents and certificates as shall be necessary and appropriate in connection with the issuance, sale, and
<br />delivery of the Mounds View Note. The City hereby authorizes Kennedy & Graven, Chartered to
<br />prepare, execute, and deliver its approving legal opinion with respect to the Mounds View Note.
<br />
<br /> Section 8. The City and Its Officers, Employees, and Agents.
<br />
<br /> 8.01. Except as otherwise provided in this resolution, all rights, powers, and privileges
<br />conferred and duties and liabilities imposed upon the City or the City Council by the provisions of this
<br />resolution or of the aforementioned documents shall be exercised or performed by the City or by such
<br />members of the City Council, or such officers, board, body, or agency thereof as may be required or
<br />authorized by law to exercise such powers and to perform such duties.
<br />
<br /> 8.02. 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 of the City, or any officer, agent, or employee of the City in that person’s
<br />individual capacity, and neither the City Council of the City nor any officer or employee executing the
<br />Mounds View Note shall be liable personally on the Mounds View Note or be subject to any personal
<br />liability or accountability by reason of the issuance thereof.
<br />
<br /> 8.03. No provision, covenant, or agreement contained in the aforementioned documents, the
<br />Mounds View Note, or in any other document relating to the Mounds View Note, and no obligation
<br />therein or herein imposed upon the City or the breach thereof, shall constitute or give rise to 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 Mounds View Note, as provided therein.
<br />
<br /> 8.04. 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 or any holder of the Mounds View Note, any right,
<br />remedy, or claim, legal or equitable, under and by reason of this resolution or any provisions hereof, the
<br />aforementioned documents and all of their provisions being intended to be and being for the sole and
<br />exclusive benefit of the City and any holders from time to time of the Mounds View Note.
<br />
<br /> Section 9. Severability. In case any one or more of the provisions of this resolution, other
<br />than the provisions contained in Section 2.03 hereof, or of the aforementioned documents, or of the
<br />Mounds View Note issued hereunder shall for any reason be held to be illegal or invalid, such illegality or
<br />invalidity shall not affect any other provision of this resolution, or of the aforementioned documents, or of
<br />the Mounds View Note, but this resolution, the aforementioned documents, and the Mounds View Note
<br />shall be construed and endorsed as if such illegal or invalid provisions had not been contained therein.
<br />
<br /> Section 10. Validity of the Mounds View Note. The Mounds View Note, when executed and
<br />delivered, shall contain a recital that it is issued pursuant to the Housing Act and the Industrial
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