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1.� CITY of ORONO RESOLUTION OF THE CITY COUNCIL NO. 5402 RESOLUTION APPROVING SALE OFS1,900,000 PUBLIC PROJECT REVENUE BONDS, SERIES 2005 AND AUTHORIZING THE EXECUTION AND DELIVERY OF LEASE AND PURCHASE OPTION AGREEMENT AND CERTAIN DOCUMENTS RELATED THERETO WHEREAS, this Council has determined that it is necessary and expedient that the City finance the acquisition of land for conservation and park purposes and demolition of the buildings therein (the "Project") under a Lease and Purchase Option Agreement (the "Lease" y to be entered into between the City and the Orono Housing and Redevelopment Authority (the "Authority"); WHEREAS, the Authority is to have a leasehold interest in the land upon which the Project is to be located pursuant to a Ground Lease between the City and the Authority (the "Ground Lease"); WHEREAS, there has been presented to this Council an Official Statement relating to the offering of the Bonds for sale, the Lease, the Ground Lease and a Trust Indenture between the City and U.S. Bank National Association (the "Trust Indenture"). NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Orono, Minnesota, as follows: 1. The Mortgage Trust Indenture and the financing of the Project by the issuance of the Bonds described therein are approved. The offer of (the "Underwriter") to purchase the Bonds as hereinafter described is hereby found and determined to be the best proposal received and acceptance of such offer by the Authority is approved. 2. The Lease and the Ground Lease (the "City Documents") are hereby approved, and the Mayor and the City Clerk are authorized to execute and deliver the City Documents on behalf of the City, in substantially the forms on file, but with all such changes therein, not inconsistent with applicable law, as may be approved by the officials executing the same, which execution shall constitute conclusive evidence of the approval thereof. 3. The City Administrator, City Cleric and Finance Director are authorized and �'• ` directed to prepare and furnish to the purchaser and to the attorneys approving the Bonds certified copies of all proceedings and records relating to the City Documents and to the right, power and authority of the City and its officers to execute and deliver the same, and said certified Page 1 of 2