2015-035 - Laserfiche WebLink

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