|
The City hereby authorizes the Borrower to provide such security for payment of its obligations
<br />under the Loan Agreement and for payment of the Bonds, including but not limited to the Promissory Note,
<br />any mortgages, guarantees or other documents required by the purchaser of the Bonds, and the City hereby
<br />approves the execution and delivery of such security.
<br />8. Bond O inion. The City hereby authorizes Kennedy & Graven, Chartered, as bond
<br />counsel, to prepare, execute, and deliver its approving legal opinions with respect to the Bonds.
<br />9. Official Statement. The City has not participated in the preparation of the Official
<br />Statement relating to the offer and sale of the Bonds (the "Official Statement"), and has made no
<br />independent investigation with respect to the information contained therein, including the appendices
<br />thereto, and the City assumes no responsibility for the sufficiency, accuracy, or completeness of such
<br />information, except for the information under the captions "THE ISSUER" and "NO LITIGATION —The
<br />Issuer." Subject to the foregoing, the City hereby consents to the distribution and the use by the Underwriter
<br />of the Official Statement in connection with the offer and sale of the Bonds. The Official Statement are the
<br />sole material consented to by the City for use in connection with the offer and sale of the Bonds.
<br />10. Council Authority; No Personal Liability. Except as otherwise provided in this resolution,
<br />all rights, powers, and privileges conferred and duties and liabilities imposed upon the City or the City
<br />Council by the provisions of this resolution or of the aforementioned documents shall be exercised or
<br />performed by the City or by such members of the City Council, or such officers, board, body or agency
<br />thereof as may be required or authorized by law to exercise such powers and to perform such duties.
<br />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 />11. Severability. In case any one or more of the provisions of this resolution, other than the
<br />provisions contained Sections 5 and 10, 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 />12. 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 />6
<br />SA130-295-988488.v2
<br />
|