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, ~, . ' i ; . Clerk -Finance Director are authorized to execute all Transaction Documents to which the City is a i I! party. Copies of all of the Documents shall be delivered, filed and recorded as provided therein. : I The Mayor, City Manager and City Clerk - Finance Director are also authorized and directed to execute such other instruments as may be required to give effect to the transactions herein ' contemplated (including, without limitation, all of the certificates, agreements and other I instruments as may be required by the Transaction Documents approved by this Resolution) which : instruments shall be deemed to be certificates or agreements, as the case may be, of the City. No covenant, stipulation, obligation or agreement herein contained or contained in the i Transaction Documents shall be deemed to be a covenant, stipulation, obligation or agreement of any member of the Council, or any officer, agent or employee of the City in that person's individual capacity, and neither the Council nor any officer or employee executing the Bonds shall be liable i personally on the Bonds or be subject to any personal liability or accountability by reason of the i issuance thereof. " 3.03. Execution of Bonds. The Mayor, City Manager and City Clerk - Finance Director are i hereby authorized to execute the Bonds as prescribed herein and in the Indenture by manual or i facsimile signature and to deliver them to the Trustee, together with a certified copy of this i resolution, the other documents required in the Indenture, and such other certificates, documents ' and instruments as may be appropriate to effect the transaction herein contemplated. The Trustee is : hereby appointed authenticating agent pursuant to Minnesota Statutes, Section 475.55, subdivision: 1. ' 3.04. Modifications. Absence of Officers. The approval hereby given to the various documents referred to above includes an approval of such modifications thereto, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City , Attorney and the Mayor and City Manager prior to the execution of such documents. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall , be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence or disability of the Mayor, any of the documents authorized by this resolution to be executed may be executed by the acting Mayor and in the absence or disability of the City Manager and/or the City Clerk - Finance Director by such officer of the City as, in the opinion of the City Attorney, is authorized to execute such documents. Section 4. Authentication of Proceedings. The Mayor, City Manager, City Clerk - Finance Director and other officers of the City are authorized and directed to furnish to the purchaser of the Bonds, the Company 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 marketability of the Bonds as such facts appear from the books and records in the officer's 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. Section 5. Offering Circular. The City hereby consents to the distribution by the' Underwriter to potential purchasers of the Bonds of the Offering Circular relating to the Bonds. The City has not participated in the preparation of the Offering Circular, has made no independent. 2231944vl 5