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The forms of the Documents and the Refunding Bonds are approved, subject to such modifications and additions as are deemed appropriate and approved by the Mayor and City Manager, within the limitations provided in the immediately preceding paragraph, which approval shall be conclusively evidenced by execution of the Documents by the Mayor and the City Manager. Copies of all the Documents shall be delivered, filed or recorded as provided therein. The Mayor, the City Manager and the City Clerk are also authorized and directed to execute such other instruments as may be required to give effect to the transactions herein contemplated. Section 4. Official Statement. The City hereby consents to the use of the Official Statement by the Underwriter in connection with the offer and sale of the Refunding Bonds to potential investors. The City has consented to the distribution of the Official Statement, but did not prepare the Official Statement, and has not reviewed the financial disclosures of the Borrower or approved any information or statements contained in the Official Statement or the Appendices thereto and assumes no responsibility for the sufficiency, completeness or accuracy of the same. The City Manager is authorized to deem the Official Statement "final" as of its date for purposes of SEC Rule 15c2-12. Section 5. The Refunding Bonds. 5.01. In anticipation of the receipt of the loan repayments from the Borrower, the City shall proceed forthwith to issue its Refunding Bonds in the form and upon the terms set forth in the Indenture or established pursuant to this resolution. 5.02. The Mayor and the City Manager are authorized and directed to prepare and execute the Refunding Bonds as prescribed herein and in the Indenture and to deliver them to the Trustee, together with a certified copy of this resolution, the other documents required in the Indenture, and such other certificates, documents and instruments as may be appropriate to effect the transactions herein contemplated. The Trustee is hereby appointed authenticating agent for the Refunding Bonds pursuant to Minnesota Statutes, Section 475.55, Subdivision 1. Section 6 Absence of Officers. In the absence or disability of the Mayor, any of the documents authorized by this resolution to be approved and executed by the Mayor may be so approved and executed by the acting Mayor. In the absence or disability of the City Manager, any of the documents authorized by this resolution to be approved and executed by the City Manager may be so approved and executed by the person designated as acting City Manager or by such other officer of the City who, in the opinion of the City Attorney, may execute such documents. Section 7. Authentication of Proceedings. The Mayor, the City Manager, the City Clerk and other officers of the City are authorized and directed to furnish to the Underwriter and bond counsel certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality and -5- 51