|
Amended Series 2011A Note and the Amended Series 2012A Note, any right, remedy, or claim, legal or
<br /> equitable,under and by reason of this resolution or any provision hereof or of the Loan Agreement or any
<br /> provision thereof; this resolution, the Loan Agreement and all of their provisions being intended to be,
<br /> and being for the sole and exclusive benefit of the City, the Lender (or subsequent registered owners of
<br /> the Series 2015 Note, the Amended Series 2011A Note, or the Amended Series 2012A Note issued or
<br /> amended under the provisions of this resolution and the Loan Agreement), and the Borrower to the extent
<br /> expressly provided in the Loan Agreement.
<br /> 15. In case any one or more of the provisions of this resolution, or of the documents
<br /> mentioned herein, or of the Series 2015 Note, the Amended Series 2011A Note, or the Amended Series
<br /> 2012A Note issued or amended hereunder(other than provisions expressing any limitation on the liability
<br /> of the City) shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not
<br /> affect any other provision of this resolution, or of the aforementioned documents, or of the Series 2015
<br /> Note, the Amended Series 201 IA Note, or the Amended Series 2012A Note but this resolution, the
<br /> aforementioned documents, and the Series 2015 Note,the Amended Series 2011A Note, or the Amended
<br /> Series 2012A Note shall be construed and endorsed as if such illegal or invalid provisions had not been
<br /> contained therein.
<br /> 16. All acts, conditions, and things required by the laws of the State of Minnesota, relating to
<br /> the adoption of this resolution,to the issuance of the Series 2015 Note or the amendment of the Amended
<br /> Series 2011A Note and the Amended Series 2012A Note, and to the execution of the Loan Agreement,
<br /> the Assignment of Loan Agreement, and the other documents referred to above to happen, exist, and be
<br /> performed precedent to and in the enactment of this resolution, and precedent to the issuance of the Series
<br /> 2015 Note or the amendment of the Amended Series 2011A Note and the Amended Series 2012A Note,
<br /> and precedent to the execution of the Loan Agreement , the Assignment of Loan Agreement, and the
<br /> other documents referred to above have happened,exist,and have been performed as so required by law.
<br /> 17. The members of the City Council, officers of the City, and attorneys and other agents or
<br /> employees of the City are hereby authorized to do all acts and things required by them by or in
<br /> connection with this resolution and the Loan Agreement and the other documents referred to above for
<br /> the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the
<br /> Series 2015 Note, the Amended Series 2011A Note, the Amended Series 201,A Note, the Loan
<br /> Agreement, the Assignment of Loan Agreement, and the other documents referred to above, and this
<br /> resolution.
<br /> 18. If for any reason the Mayor is unable to execute and deliver those documents referred to
<br /> in this resolution, any other member of the City Council, or any officer of the City duly delegated to act
<br /> on behalf of the Mayor, may execute and deliver such documents with the same force and effect as if
<br /> such documents were executed by the Mayor. If for any reason the City Administrator is unable to
<br /> execute and deliver the documents referred to in this resolution, such documents may be executed and
<br /> delivered by any member of the City Council or any officer of the City duly delegated to act on behalf of
<br /> the City Administrator, with the same force and effect as if such documents were executed and delivered
<br /> by the City Administrator.
<br /> 19. The Borrower has agreed and it is hereby determined that any and all costs incurred by
<br /> the City in connection with the financing of the Phase II Project will be paid by the Borrower. It is
<br /> understood and agreed that the Borrower shall indemnify the City against all liabilities, losses, damages,
<br /> costs, and expenses (including attorney's fees and expenses incurred by the City) arising with respect to
<br /> the Phase II Project, or the Series 2015 Note, the Amended Series 2011A Note, or the Amended Series
<br /> 2012A Note as provided for and agreed to by and between the Borrower and the City in the Loan
<br /> Agreement.
<br /> -8-
<br />
|