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charge against its general credit or taxing powers, nor constitute a charge, lien, or encumbrance,
<br />legal or equitable, upon any property of the Authority, other than its interest in the Project; and
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<br /> WHEREAS, in order to carry out the transaction, (1) the City will Ground Lease the
<br />Project to the Authority pursuant to the Ground Lease Agreement between the City and the
<br />Authority (the "Ground Lease Agreement"), dated as of June I, 2005 and (2) the Authority will
<br />lease the Project to the City pursuant to the Lease.
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<br /> NOW, THEREFOR_E, BE IT RESOLVED by the Board of Commissioners of the
<br />Economic Development Authority of the City of Ramsey, Minnesota:
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<br /> 1. Finding. The Board of Commissioners acknowledges, finds, determines and
<br />declares that the Project will promote the welfare of the' City and satisfies the purposes stated in
<br />the Act.
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<br /> 2. Authorization of Financing. Pursuant to the Ground Lease Agreement and the
<br />Lease Agreement, the financing by the Authority of the Project be and the same is hereby
<br />author/zed.
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<br /> 3. Acceptance of Purchase, The offer of North/and Securities,/nc. (the
<br />"Purchaser"), to purchase $19,200,000 Public Project Lease Revenue Bonds, Series 2005A (City
<br />of Ramsey, Minnesota Lease Obligation) (the "Bonds", or individually a "Bond"), in accordance
<br />with the terms and at the rates of interest set forth in the Indenture, and to pay therefor the sumof
<br />$ ., plus interest accrued to settlement, is hereby accepted. The Bonds shall bear
<br />interest at the rates, be in such denominations, be numbered, dated, mature, be subject to
<br />redemption, be in such form and have such other details and provisions as are prescribed by the
<br />Indenture.
<br />
<br /> 4.' Special Obligations; Security; Authorization to Execute and Deliver Indenture
<br />and Bonds. The Bonds shall be special obligations of the Author/ty payable solely fi.om the
<br />revennes derived by the Authority from the Project, in the manner provided in the Indenture. As
<br />security for the payment of the principal of, premium, if any, and interest on the Bonds, pro rata
<br />and without preference of any one Bond over any other Bonds, the Board of Commissioners
<br />hereby authorizes and directs the Chair and Vice Chair to execute the Indenture in substantially
<br />the form on file with the Vice Chair, and to deliver the Indenture to the Trustee, and hereby
<br />authorizes and directs the execution of the Bonds, and hereby provides that the Indenture shall
<br />prov!de the terms and conditions, covenants, rights, obligations, duties and agreements of the
<br />Holders (as defined in the Indenture and hereinafter referred to as "Holders") of the Bonds, the
<br />Authority and the Trustee as set forth therein.
<br />
<br /> 5. Authorization to Execute and Deliver Ground Lease and Lease. The Chair and
<br />the Vice Chair are hereby authorized and directed to execute, attest and deliver the Ground Lease
<br />and the Lease (together with the Indenture, collectively the "Bond Documents") in substantially
<br />the forms on file with the Vice Chair. Ali of the provisions of the Bond Documents, when
<br />executed and delivered as author/zed herein, shall be deemed to be part of this resolution as fully
<br />and to the same extent as if incorporated herein and Shall be in full' force and effect according to
<br />the terms thereof fi.om the date of execution and delivery thereof.
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<br />1763923vt
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