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2.02. The Bonds shall bear interest at an adjustable rate and may be converted to various types of
<br />variable rates in accordance with the terms of the Indenture. The Bonds shall be designated, shall be numbered,
<br />shall be dated, shall mature, shall be subject to redemption prior to maturity, shall be in such form, and shall have
<br />such other terms, details, and provisions as are prescribed in the Indenture, in the form now on file with the City,
<br />with such necessary and appropriate variations, omissions, and insertions (including changes to the name of the
<br />Bonds, the aggregate principal amount of the Bonds, the stated maturities of the Bonds and the maturity dates of
<br />the Bonds, the initial interest rates on the Bonds and the terms for determining the fixed rates or the variable rates
<br />on the Bonds, and the terms of optional and mandatory redemption of the Bonds) as the Mayor and the City
<br />Administrator of the City, in their discretion, shall determine. The Bonds will be issued as "tax- exempt bonds,"
<br />the interest on which is not includable in gross income for federal and State of Minnesota income tax purposes.
<br />Section 3. Bond Documents.
<br />3.01. The Council hereby authorizes and directs the Mayor and the City Administrator to execute the
<br />Indenture, and to deliver the Indenture to the Trustee, and hereby authorizes and directs the execution of the
<br />Bonds in accordance with the terms of the Indenture, and hereby provides that the Indenture shall provide the
<br />terms and conditions, covenants, rights, obligations, duties, and agreements of the owners of the Bonds, the City,
<br />and the Trustee as set forth therein.
<br />3.02. The Mayor and City Administrator of the City are authorized and directed to execute and deliver
<br />the Loan Agreement. All of the provisions of the Loan Agreement, when executed and delivered as authorized
<br />herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim
<br />herein and shall be in full force and effect from the date of execution and delivery thereof. The Loan Agreement
<br />shall be in substantially the form on file with the City on the date hereof, which is hereby approved, with such
<br />omissions and insertions as do not materially change the substance thereof, or as the Mayor and the City
<br />Administrator, in their discretion, shall determine, and the execution thereof by the Mayor and the City
<br />Administrator shall be conclusive evidence of such determination.
<br />3.03. The Bonds shall be special limited obligations of the City, the proceeds of which shall be
<br />disbursed pursuant to the terms of the Indenture and the Loan Agreement, and the principal, premium, and interest
<br />on the Bonds shall be payable solely from the proceeds of the Bonds, the revenues derived from the Loan
<br />Agreement, the money held in the funds and accounts established under the Indenture, and the other sources set
<br />forth in the Indenture.
<br />3.04. The Trustee is hereby appointed as the initial paying agent, bond registrar, and tender agent with
<br />respect to the Bonds.
<br />Section 4. Closing Documents.
<br />4.01. The Mayor and City Administrator of the City and other officers, employees, and agents of the
<br />City are hereby authorized and directed to prepare and furnish to bond counsel and the Trustee certified copies of
<br />all proceedings and records of the City relating to the issuance of the Bonds, including a certification of this
<br />resolution. Such officers, employees, and agents are hereby authorized to execute and deliver, on behalf of the
<br />City, all other certificates, instruments, and other written documents that may be requested by bond counsel, the
<br />Trustee, or other persons or entities in conjunction with the issuance of the Bonds. Without imposing any
<br />limitation on the scope of the preceding sentence, such officers, employees, and agents are specifically authorized
<br />to execute and deliver one or more certificates of the City, an Information Return for Tax Exempt Private Activity
<br />Bond Issues, Form 803 8 (Rev. June 2010), and an endorsement of the City to the tax certificate of the Borrower.
<br />The City hereby approves the execution and delivery by the Trustee of the Indenture, the Tax Exemption
<br />Agreement, dated as of November 1, 2010, between the Borrower and the Trustee, and all other instruments,
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