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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 personally
<br />liable on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof.
<br />Except as otherwise expressly provided herein, nothing in this resolution or in the aforementioned
<br />documents expressed or implied, is intended or shall be construed to confer upon any person or firm or
<br />corporation, other than the City, or any holder of the Bonds issued under the provisions of this resolution,
<br />any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provisions
<br />hereof, this resolution, the aforementioned documents, and all of their provisions being intended to be and
<br />being for the sole and exclusive benefit of the City, and any holder from time to time of the Bonds issued
<br />under the provisions of this resolution.
<br />10. Severability. In case any one or more of the provisions of this resolution, other than the
<br />provisions contained Sections 4 and 9, 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 illegal
<br />or invalid provisions had not been contained therein.
<br />11. Validity. The Bonds, when executed and delivered, shall contain a recital that they are
<br />issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Bonds and
<br />the regularity of the issuance thereof, and that all acts, conditions, and things required by the laws of the
<br />State of Minnesota relating to the adoption of this resolution, to the issuance of the Bonds, and to the
<br />execution of the aforementioned documents to happen, exist, and be performed precedent to the execution
<br />of the aforementioned documents have happened, exist, and have been performed as so required by law.
<br />12. Authorization; Direction. The officers of the City, bond counsel, other attorneys, and other
<br />agents or employees of the City are hereby authorized to do all acts and things required of them by or in
<br />connection with this resolution, the aforementioned documents, and the Bonds, for the full, punctual, and
<br />complete performance of all the terms, covenants, and agreements contained in the Bonds, the
<br />aforementioned documents, and this resolution. If for any reason either of the City Officials 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 such City Officials with the
<br />same force and effect as if such documents were executed and delivered by such City Officials.
<br />13. Cites. The Borrower shall pay the City's administrative fee in connection with the
<br />issuance of the Bonds, as provided in the Loan Agreements, and pay, or, upon demand, reimburse the City
<br />for payment of, any and all costs incurred by the City in connection with the Project and the issuance of the
<br />Bonds, whether or not the Bonds are issued, including any costs for attorneys' fees. The Borrower shall
<br />indemnify the City against all liabilities, losses, damages, costs and expenses (including attorney's fees and
<br />expenses incurred by the City) arising with respect to the Project or the Bonds, as provided for and agreed
<br />to by the Borrower in the Loan Agreements.
<br />14. Future Amendments. The authority to approve, execute and deliver future amendments to
<br />the Financing Documents herein authorized entered into by the City in connection with the issuance of the
<br />Bonds and any consents required under the Financing Documents is hereby delegated to the City Officials
<br />upon consultation with the City's Bond Counsel, subject to the following conditions: (a) such amendments
<br />or consents do not require the consent of the holder of the Bonds or such consent has been obtained; (b)
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