Resolution - #05-05-145 - 05/24/2005

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WHEREAS, the City is a governmental unit with general taxing powers. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ramsey, Minnesota, as follows: 1. Authorization of Bonds; Documents Presented. The Authority proposes to issue its Bonds payable from rental payments to be made by the City under the Lease. The Bonds shall bear interest at the rates as are prescribed by the Indenture. Forms of the following docuraents (collectively, the "Bond Documents") relating to the Bonds and the Project have been submitted to the City Council and are now on file in the office of the Administrator: (a) the Ground Lease; (b) the Lease; and (c) the Continuing Disclosure Agreement. 2. Approval and Execution of Bond Documents. The Mayor and the Administrator are hereby authorized and directed to execute, and deliver, on behalf of the City the Bond Documents in substantially the forms on file with the Administrator. All of the provisions of the Bond Documents when executed and delivered as authorized herein shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated herein and shall be in full force and effect from the date of execution and delivery thereof. 3. Approval of Indenture. The City hereby approves the Indenture and the Bonds described therein (collectively the "Related Documents") in substantially the form submitted to the City. 4. Authorized City Representative. The City Administrator and Assistant City Administrator are each hereby designated and authorized to act on behalf of the City as the City Representative, as defined in the Indenture. 5. Furnishing of Certificates and Proceedings. The Mayor and Administrator and other officers of the City are authorized and directed to prepare and furnish to the purchaser of the Bonds 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 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. Modifications to Documents. The approval hereby given to the various Bond Documents and Related 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 by the City Attorney and the City officials authorized herein to execute said documents. Said City officials are hereby authorized to approve said changes on behalf of the City. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive 1763924vl 2