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corporation, other than the City, or any holder of the Obligations issued under the provisions of this
<br />Resolution, any right, remedy or claim, legal or equitable, under and by reason of this Resolution or any
<br />provisions hereof, this Resolution, the aforementioned documents, and all of their provisions being intended
<br />to be and being for the sole and exclusive benefit of the City, and any holder from time to time of the
<br />Obligations issued under the provisions of this Resolution.
<br />12. Severability. In case any one or more of the provisions of this Resolution, other than the
<br />provisions contained in Section 6, or of the aforementioned documents, or of the Obligations 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 Obligations, but this
<br />Resolution, the aforementioned documents, and the Obligations shall be construed and endorsed as if such
<br />illegal or invalid provisions had not been contained therein.
<br />13. Validity. The Obligations, when executed and delivered, shall contain a recital that they
<br />are issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Obligations
<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 Obligations, and to
<br />the execution of the aforementioned documents to happen, exist, and be performed precedent to the
<br />execution of the aforementioned documents have happened, exist, and have been performed as so required
<br />by law.
<br />14. Authorization; Direction. The officers of the City, bond counsel, other attorneys,
<br />engineers, and other agents or employees of the City are hereby authorized to do all acts and things required
<br />of them by or in connection with this Resolution, the aforementioned documents, and the Obligations, for
<br />the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the
<br />Obligations, the aforementioned documents, and this Resolution. If for any reason either of the City
<br />Officials is unable to execute and deliver the documents referred to in this Resolution, such documents may
<br />be executed by any member of the City Council or any officer of the City delegated the duties of such City
<br />Officials with the same force and effect as if such documents were executed and delivered by such City
<br />Officials.
<br />15. City Costs. The Borrower shall pay the City's administrative fee in connection with the
<br />issuance of the Obligations, as provided in the Loan Agreements, and pay, or, upon demand, reimburse the
<br />City for payment of, any and all costs incurred by the City in connection with the Project and the issuance
<br />of the Obligations, whether or not the Obligations are issued, including any costs for attorneys' fees. The
<br />Borrower shall indemnify the City against all liabilities, losses, damages, costs and expenses (including
<br />attorney's fees and expenses incurred by the City) arising with respect to the Project or the Obligations, as
<br />provided for and agreed to by the Borrower in the Loan Agreements.
<br />16. Future Amendments and Consents. The authority to approve, execute and deliver future
<br />amendments to the Financing Documents herein authorized entered into by the City in connection with the
<br />issuance of the Obligations and any consents required under the Financing Documents is hereby delegated
<br />to the City Officials upon consultation with the City's Bond Counsel, subject to the following conditions:
<br />(a) such amendments or consents do not require the consent of the holder of the Obligations or such consent
<br />has been obtained; (b) such amendments or consents do not materially adversely affect the interests of the
<br />City; (c) such amendments or consents do not contravene or violate any policy of the City; and (d) such
<br />amendments or consents are acceptable in form and substance to the City's Bond Counsel. The
<br />authorization hereby given shall be further construed as authorization for the execution and delivery of such
<br />certificates and related items as may be required to demonstrate compliance with the agreements being
<br />amended and the terms of this Resolution. The execution of any instrument by the City Officials shall be
<br />conclusive evidence of the approval of such instruments in accordance with the terms hereof. In the absence
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