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06-29-15-R
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06-29-15-R
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8/11/2015 2:35:10 PM
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<br /> -6- <br />execution and delivery thereof. The Note Purchase Agreement shall be substantially in the form now on <br />file with the City which is hereby approved, with such omissions and insertions as do not materially <br />change the substance thereof, or as the Mayor and the City Administrator, in their discretion, shall <br />determine, and the execution of the Note Purchase Agreement by the Mayor and the City Administrator <br />shall be conclusive evidence of such determination. <br /> <br />7. The City has not participated in the preparation of any disclosure documents relating to <br />the offer and sale of the Series 2015 Note and has made no independent investigation with respect to the <br />information contained in any such disclosure documents. The City assumes no responsibility for the <br />sufficiency, accuracy, or completeness of any information set forth in any such disclosure documents. <br /> <br />8. The Amended Series 2011A Note and Amended Series 2012A Note, in the forms now on <br />file with the City, are hereby approved. The Mayor and the City Administrator are hereby authorized and <br />directed to execute the Amended Series 2011A Note, and to deliver the Amended Series 2011A Note to <br />the Lender in exchange for the original Series 2011A Note on such date as will ensure that, under <br />applicable federal income tax law and regulations, the Amended Series 2011A Note will not be deemed to <br />be part of a single issue of tax-exempt obligations that includes the Amended Series 2011A Note and the <br />Series 2015 Note, the Amended Series 2012A Note, the Amended Series 2011B Note, or the Amended <br />Series 2012B Note. The Amended Series 2011A Note shall include such necessary and appropriate <br />variations, omissions, and insertions as do not materially change the substance thereof, or as the Mayor <br />and City Administrator, in their discretion, shall determine, and the execution and delivery thereof by the <br />Mayor and City Administrator shall be conclusive evidence of such determination. The Mayor and the <br />City Administrator are hereby authorized and directed to execute the Amended Series 2012A Note, and to <br />deliver the Amended Series 2012A Note to the Lender in exchange for the original Series 2012A Note on <br />such date as will ensure that, under applicable federal income tax law and regulations, the Amended <br />Series 2012A Note will not be deemed to be part of a single issue of tax -exempt obligations that includes <br />the Amended Series 2012A Note and the Series 2015 Note, the Amended Series 2011A Note, the <br />Amended Series 2011B Note, or the Amended Series 2012B Note. The Amended Series 2012A Note <br />shall include such necessary and appropriate variations, omissions, and insertions as do not materially <br />change the substance thereof, or as the Mayor and City Administrator, in their discretion, shall determine, <br />and the execution and delivery thereof by the Mayor and City Administrator shall be conclusive evidence <br />of such determination. All of the provisions of the Amended Series 2011A Note and the Amended Series <br />2012A Note, when executed as authorized herein, shall be deemed to be a part of this resolution as fully <br />and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date <br />of execution and delivery thereof. The Amended Series 2011A Note and Amended Series 2012A Note <br />shall continue to constitute special limited obligations of the City payable solely from revenues of the <br />Phase I Project, in the manner provided in this resolution and the Series 2011A Loan Agreement or the <br />Series 2012A Loan Agreement. The Amended Series 2011A Note and the Series 2012A Note do not <br />constitute general or moral obligations of the City, or a pledge of the faith and credit or any taxing power <br />of the City, the State of Minnesota, or any political subdivision thereof. <br /> <br />9. The City has not participated in the preparation of any disclosure documents relating to <br />the offer and sale of the Series 2015 Note or the amendments to the Amended Series 2011A Note and <br />Amended Series 2012A Note and has made no independent investigation with respect to the information <br />contained in any such disclosure documents. The City assumes no responsibility for the sufficiency, <br />accuracy, or completeness of any information set forth in any such disclosure documents. <br /> <br />10. The Mayor, the City Administrator, and other officers of the City are authorized and <br />directed to prepare and furnish to the Lender and to Bond Counsel certified copies of all proceedings and <br />records of the City relating to the Series 2015 Note, the Amended Series 2011A Note, and the Amended <br />Series 2012A Note, and such other affidavits and certificates as may be required to show the facts relating
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