Agenda - Economic Development Authority - 05/24/2005

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i0. Bond Recital. The Bonds shall contain a recitai that they are issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Bonds and the regularity of the issuance thereof, and that all acts, conditions and things required by the laws of the State of Minnesota relating to the adoption of this resolution, to the issuance of the Bonds and to the execution of the Bond Documents to happen, exist and be performed precedent to and in the enactment of this resolution, and precedent to the Bonds, the execution, of the Bond Documents have happened, exist and have been performed as so required by law. 11. Performance. The officers, attorneys, engineers and other agents or employees of the Authority are hereby authorized to do all acts and things required of thereby or in connection with this resolution, the Bond Documents, for the full, punctual and complete performance of ail the terms, covenants and agreements contained in the Bonds, the Bond Documents and this resolution. 12~ Furnishing of Certificates and Proceedings. The Chair and ~he Vice Chair and other officers of the Authority are authorized and directed to prepare and furnish to the Purchaser certified copies of all proceedings and records of the Authority relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality of the Bonds as such facts appear from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the Authority as to the truth of all statements contained therein. 13. Negative Covenant as to Use of Proceeds and Project. The Authority hereby covenants not to use the proceeds of the Bonds or to use the Prqject, or to cause or permit them to be used, in such a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. 14. -Rebate; Tax Exempt Status of the Bonds. The Authority shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Bonds, including without limitation (I) requirements relating to temporary periods for investments, (2) limitations on amounts invested at a yield greater than the yield on the Bonds, and (3) the. rebate of excess investment earnings to the United States. ~ ' 15. Modifications to Documents. The approval hereby given to the various documents referred to herein includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the Authority Attorney and the Authority officials authorized herein to execute said documents pr/or to their execution; and said Authority officials ar'e hereby authorized to approve said changes on behalf oft. he Authority. The execution of any instrument by the appropriate officer or office/'s of the Authority herein · authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof.' In the absence of the Chair or Vice Chair any of the documents authorized by th/s resolution to be executed by the Acting Chair or the Acting Vice Chair, respectively. 10 1763923vl 4