7A Request from Presbyterian Homes for Conduit Financing

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{h) A public hearing on the Project was he�d August 25, 2008, after notice was pubiished and materials made available for public inspection at the City Ha11, alI as required by ihe Act and Section 147(fj of the Iniernal Revenue Code of 1986, as amended (the "Code"), at which publxc hearing all those appearing who desired to speak were heard and w�ritien comments were accepted; and {i) A public hearing on the issuance of the Noie to finance the Proj ect was heid on June 10, 2008 by Roseville, after notice was published, as required by the Code, a� which public hearing al1 those appearing who desired to speak w�re heard and written comments were accepted and on such date Roseville granted host approval as required under the Code for the zssuance of the Note. BE IT RESOLVED by the City Council oi ihe City of Arden Hills, Minneso�a (the "City"), as follows: SECTION l. LEGAL AUTHORIZAT�ON AND FINDINGS. 1.1 Findings. The City hereby finds, determines and declares as follows: (a) The City is a body corporaie and politic and a political subdivision of the State of Minnesota and is authorized under the Act to assist t�ie revenu� praducing project hezein referred to, and to issue and sell the Note, as hereinafter defined, for the purpose, in the mann.er and upon ihe tea-ms and conditions set forth in ihe Act and 'an this Resolution. (b) The issuance and sale of the Commercial FaciIities Revenue Note, Series 2008 (PHM&S Building Project) {the "Note"} by the City, pursuax�.t io the Act, is in the best interest of the City, and the City hereby deterrnines to issue ihe Note and to sell the Note to Universiiy Bank in St. Paul, Minnesota, or anoiher ba�k in Minnesoia (ihe "Lender"), as provided herein. The City will loan the proceeds ai the Note (the "Laan") to the Borrower in order to finance the Projeci. (c) Pursuant to a Loan Agreement (the "Loan Agreement") to be eniered into between the City and the Borrower, the Barrower has agreed to repay the Note in specified amounts and at specified times suff cient to pay in full when due the principal af, premium, if any, and interest on ti1� Note. Tn addition, ihe Loan Agreem�nt contains pzovisions relating to the mainienance ax�d operation of the Project, indemnification, insurance, and other agreements and covenants which are required or permitted by the Act and vcjhich the Ciiy and the Borrower deem necessaxy or desirable far the financing of the Project. A draft of the Loan Agreeznent has been submitted to the City Council. (d) Pursuant to a Pledge Agreement (the "Pledge Agreement") to be eniered into between the City and the Lender, the City has p�edged and granted a security inierest in all af its rights, title, and interest in the Loan Agreement ta the Lendez (except foz certain rights of indemnification and to reimbursement far certain costs and expenses). A draft of the Pledge Agreeixzent has been submitted to the City Council. 22 z og�aVz 3