Resolution - #10-04-095A - 04/27/2010

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forms submitted, are directed to be executed in the name and on behalf of the City by the Mayor and the City Administrator (collectively, the "Authorized Officers "). Any other documents and certificates necessary or appropriate to the transaction described above shall be executed by the appropriate City officers. Copies of all of the documents necessary to the transaction herein described shall be delivered, filed and recorded as provided herein and in the Bond Documents. 5. Records and Certificates. The Mayor, the City Administrator, and other officers of the City are authorized and directed to prepare and furnish to the Remarketing Agent certified copies of all proceedings and records of the City relating to the Bonds and the Bond Documents 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 City as to the truth of all statements contained therein. 6. Changes in Forms Approved; Absent and Disabled Officers. The approval hereby given to the various documents referred to above 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 prior to their delivery by Bond Counsel and by the Authorized Officers authorized herein to execute or accept, as the case may be, said documents; and said Authorized Officers are hereby authorized to approve said changes on behalf of the City. The approval hereby given to the various documents referred to above includes approval of (a) 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 prior to their delivery by Bond Counsel and by the Authorized Officers, and (b) such additional documents, agreements or certificates as may be necessary and appropriate in connection with the Bond Documents, as are approved by Bond Counsel and by the Authorized Officers prior to their execution; and such City officials are hereby authorized to approve said changes or additional documents, agreements or certificates on behalf of the City. The execution of any instrument by the Authorized Officers shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the event of absence or disability of the Mayor or the Administrator, any of the documents authorized by this resolution to be executed may be executed without further act or authorization of the City Council by the Acting Mayor, or the person authorized to act in the stead of the City Administrator, or by such other officer or officers of the City, in the opinion of Bond Counsel, may act in their behalf. 7. Headings; Terms. Paragraph headings in this resolution are for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. Capitalized terms used, but not defined, herein shall have the meanings given them in, or pursuant to, the Bond Documents. 2010. 2497171v1 Adopted by the City Council of the City of Ramsey, Minnesota this 27th day of April, Resoluton #10 04 - 095A 3