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• (c) The execution and delivery of the documents referred to in Section 1.06 (together <br /> with all such other documents as are necessary in connection with the Bonds, the"Bond <br /> Documents") and all other acts and things required under the Constitution and laws of the State <br /> of Minnesota to make the Bond Documents and the Bonds valid and binding special, limited <br /> obligations in accordance with their terms, are authorized by the Act. <br /> Section 3. Authorization and Approval of Bond Documents. The City is hereby <br /> authorized to issue the Bonds to provide funds, to be used, with other available funds, to finance <br /> the Project and pay costs of issuance of the Bonds, and to pledge and assign the Loan <br /> Agreements and the loan repayments due thereunder, all as provided in the Loan Agreements <br /> and the Indentures. It is acknowledged that the purchase price of the Bonds, the principal <br /> amount of the Bonds, the initial reoffering prices of the Bonds, the maturity schedule of the <br /> Bonds, the provisions for redemption of the Bonds and the initial interest rate on the Bonds have <br /> not been determined as of the date of adoption of this resolution and are not reflected in the <br /> Indentures, the Loan Agreements or the Bond Purchase Agreements. The Mayor Pro tem and <br /> the City Manager are hereby authorized to approve: (1) the purchase price of the Bonds; (2) the <br /> principal amount of the Bonds (as hereinafter defined); provided that the aggregate principal <br /> amount of the Bonds is not in excess of$39,500,000; (3) the initial reoffering prices of the <br /> Bonds; (4)the maturity schedule of the Bonds; (5) the provisions for redemption of the Bonds; <br /> and(6) the initial interest rate on the Bonds. The approval of such officers of the terms of the <br /> Bonds shall be conclusively presumed by the execution of the Bond Purchase Agreements by <br /> said officers. <br /> • The forms of the Bond Documents and the Bonds are approved, subject to such <br /> modifications as are deemed appropriate and approved by the Mayor Pro tem and City Manager, <br /> within the limitations provided in the immediately preceding paragraph, which approval shall be <br /> conclusively evidenced by execution of the Bond Documents by the Mayor Pro tem and the City <br /> Manager. Copies of all the documents shall be delivered, filed or recorded as provided therein. <br /> The Mayor Pro tem, the City Manager and the City Clerk are also authorized and directed to <br /> execute such other instruments as may be required to give effect to the transactions herein <br /> contemplated. <br /> Section 4. Official Statement. The City hereby consents to the use of the Official <br /> Statement by the Underwriter in connection with the offer and sale of the Bonds to potential <br /> investors. The City has consented to the distribution of the Official Statement, but did not <br /> prepare the Official Statement, and has not reviewed the financial disclosures of the Borrower or <br /> approved any information or statements contained in the Official Statement or the Appendices <br /> thereto and assumes no responsibility for the sufficiency, completeness or accuracy of the same. <br /> The City Manager is authorized to deem the Official Statement"final" as of its date for purposes <br /> of SEC Rule 15c2-12. <br /> • -4- <br />