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449010v2 JAE MN475-38 6 <br />Development Act, and such recital shall be conclusive evidence of the validity of the Mounds View Note <br />and the regularity of the issuance thereof, and that all acts, conditions, and things required by the laws of <br />the State of Minnesota relating to the adoption of this resolution, to the issuance of the Mounds View <br />Note, and to the execution of the aforementioned documents to happen, exist, and be performed precedent <br />to the execution of the aforementioned documents have happened, exist, and have been performed as so <br />required by law. <br /> <br /> Section 11. Authorization for Other Acts. The officers of the City, bond counsel, other <br />attorneys, engineers, and other agents or employees of the City are hereby authorized to do all acts and <br />things required of them by or in connection with this resolution, the aforementioned documents, and the <br />Mounds View Note for the full, punctual, and complete performance of all the terms, covenants, and <br />agreements contained in the Mounds View Note, the aforementioned documents and this resolution. In <br />the event that for any reason the Mayor is unable to carry out the execution of any of the documents or <br />other acts provided herein, any persons delegated the duties of the Mayor shall be authorized to act in the <br />capacity of the Mayor and undertake such execution or acts on behalf of the City with full force and <br />effect, which execution or acts shall be valid and binding on the City. If for any reason the City <br />Administrator is unable to execute and deliver the documents referred to in this resolution, such <br />documents may be executed by any person delegated the duties of the City Administrator, with the same <br />force and effect as if such documents were executed and delivered by the City Administrator. <br /> <br /> Section 12. Designation as Bank-Qualified Obligation. The City hereby designates the <br />Mounds View Note as a “qualified tax-exempt obligation” for purposes of Section 265(b)(3) of the Code. <br /> <br /> Section 13. Payment of Costs. The Borrower has agreed to pay directly or through the City <br />any and all costs paid or incurred by the City in connection with the transactions authorized by this <br />resolution, whether or not the Mounds View Note is issued. <br /> <br /> Section 14. Payment of City’s Administrative Fee. The Loan Agreement will require the <br />Borrower to pay the City’s bond administrative fee in the amount of one percent (1.0%) of the original <br />aggregate principal amount of the Mounds View Note when the Mounds View Note is issued. <br /> <br /> Section 15. Effective Date. This resolution shall be in full force and effect from and after its <br />passage. <br /> <br /> <br /> <br />Adopted by the City Council of the City of Mounds View, Minnesota, this 10th day of November, 2014. <br /> <br /> <br /> <br />Joe Flaherty, Mayor <br />Attest: <br /> <br /> <br /> <br />Jim Ericson, City Administrator <br /> <br />Seal: <br />