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the terms, covenants, and agreements contained in the Bonds, the aforementioned documents, and this resolution. In the event that for any reason the Mayor is unable to execute and deliver the documents referred to in this resolution or carry out any of the other acts provided herein, any persons delegated the duties of the Mayor shall be authorized to act in the capacity of the Mayor and undertake such execution and delivery or acts on behalf of the City with full force and effect, which execution and delivery or acts shall be valid and binding on the City. If for any reason the City Administrator is unable to execute and deliver the documents referred to in this resolution or carry out any of the other acts provided herein, any persons delegated the duties of the City Administrator shall be authorized to act in the capacity of the City Administrator and undertake such execution and delivery or acts on behalf of the City with full force and effect, which execution and delivery or acts shall be valid and binding on the City. 5.05. The City understands that the Borrower will pay directly any and all costs paid or incurred by the City in connection with the transactions authorized by this resolution, whether or not the Bonds are issued. 5.06. The City acknowledges that pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended by Section 1502 of the American Recovery and Reinvestment Tax Act of 2009, the Borrower has designated the Bonds as "qualified tax- exempt obligations" for purposes of Section 265(b)(3) of the Code. 5.07. The City further acknowledges that the Borrower intends to cause the Bonds to be initially issued in a flexible rate mode at the same interest rate through the completion of the acquisition, construction, and equipping of the Project. Once the Project is complete, the Borrower intends to cause the Bonds to be converted to a weekly variable rate or daily variable rate and further intends to obtain a letter of credit to secure the payment of interest on and principal of the Bonds. At the time of such conversion, the City will be required to approve revisions to the Indenture, the Loan Agreement, and the form of Bonds and may be required to execute additional documents related to such conversion. Attest: 5.08. This resolution shall be in full force and effect from and after its passage. Adopted by the City Council of the City of Arden Hills, Minnesota, this 15th day of November, 2010. By gl/-?;ri Patrick Klaers, City Administrator /Clerk AR200 -9 (JAE) 377253v2 5