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applicable regulations) in a newspaper of general circulation at least fourteen(14) days prior to the public
<br /> hearing date. On November 30, 2009, the Council conducted a duly noticed public hearing at which a
<br /> reasonable opportunity was provided for interested individuals to express their views, both orally and in
<br /> writing, on the proposed issuance of the Notes.
<br /> 1.06. Certain accredited investors and financial institutions (collectively, the "Purchasers")
<br /> have agreed to purchase the Notes through a private placement in minimum denominations of$100,000 in
<br /> a manner consistent with the policies of the City relating to the issuance and sale of non-rated conduit
<br /> bonds.
<br /> 1.07. The proceeds derived from the sale of the Notes are proposed to be loaned to the
<br /> Borrower under the terms of a Loan Agreement, dated on or after April 1, 2010 (the "Loan Agreement"),
<br /> between the City and the Borrower, and will be applied by the Borrower, together with other funds of the
<br /> Borrower, to finance the acquisition, construction and equipping of the Project and the payment of certain
<br /> expenses incurred in connection with the issuance of the Notes.
<br /> 1.08. The loan repayments required to be made by the Borrower under the terms of the Loan
<br /> Agreement will be assigned to the Purchasers under the terms of an Assignment of Loan Agreement,
<br /> dated on or after April 1, 2010 (the"Assignment"),between the City and the Purchasers.
<br /> 1.09. The Notes and the interest and any premium on the Notes: (1) shall be payable solely
<br /> from the revenues pledged therefor; (ii) shall not constitute a debt of the City within the meaning of any
<br /> constitutional or statutory limitation; (111) shall not constitute nor give rise to a pecuniary liability of the
<br /> City or a charge against its general credit or taxing powers; and (iv) shall not constitute a charge, lien, or
<br /> encumbrance, legal or equitable, upon any property of the City other than the City's interest in the Loan
<br /> Agreement.
<br /> Section 2. The Notes.
<br /> 2.01. The City acknowledges, finds, determines, and declares that: (1) the issuance of the
<br /> Notes is authorized by the Act; (ii) the application of the proceeds of the Notes to finance the acquisition,
<br /> construction and equipping of the Project is consistent with and furthers the purposes of the Act; and
<br /> (Ili) the facilities financed with the proceeds of the Notes constitute a "project" within the meaning of
<br /> Section 469.153, subdivision 2(b)of the Act.
<br /> 2.02. For the purposes set forth above, there is hereby authorized the issuance, sale, and
<br /> delivery of the Notes in one or more series in the maximum aggregate principal amount not to exceed
<br /> $9,000,000. The Notes shall be designated, shall be numbered, shall be dated, shall mature, shall be
<br /> subject to redemption prior to maturity, shall be in such form, and shall have such other terms, details, and
<br /> provisions as are set forth in the form of the Note now on file with the City, with the amendments
<br /> referenced herein. The City hereby authorizes the Notes to be issued as "tax-exempt bonds" the interest
<br /> on which is not includable in gross income for federal and State of Minnesota income tax purposes.
<br /> All of the provisions of the Notes, when executed as authorized herein, shall be deemed to be a
<br /> part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full
<br /> force and effect from the date of execution and delivery thereof. The Notes shall be substantially in the
<br /> form on file with the City, which form is hereby approved, with such necessary and appropriate
<br /> variations, omissions and insertions (including changes to the aggregate principal amount of the Notes,
<br /> the stated maturities of the Notes and the maturity dates, the interest rates on the Notes, and the terms of
<br /> redemption of the Notes) as the Mayor of the City (the "Mayor") and the City Administrator of the City
<br /> (the "City Administrator"), in their discretion, shall determine. The execution of the Notes with the
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