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RESOLUTION APPROVING THE ISSUANCE AND SALE OF SENIOR HOUSING REVENUE REFUNDING NOTES, SERIES 2015 AND AUTHORIZING THE EXECUTION OF DOCUMENTS RELATING THERETO (ST. ANDREW'S VILLAGE PROJECT) WHEREAS, (a) Minnesota Statutes, Chapter 462C, as amended (the "Act"), confers upon cities the power to issue revenue bonds to finance a program for the purposes of planning, administering, making or purchasing loans with respect to one or more multi -family housing project developments (including nursing and assisted living facilities). (b) The City Council (the "Council") of the City of Gem Lake, Minnesota (the "City") has received a proposal that it issue its Senior Housing Revenue Refunding Note, Series 2015 (St. Andrew's Village Project Project), in one or more series, which may be taxable or tax- exempt (collectively, the "Note") in the aggregate amount not to exceed $10,000,000 to provide funds to be loaned to PSA Housing & Assisted Living, Inc., a Minnesota nonprofit corporation and 501(c)(3) organization (the "Borrower") to (i) refund a portion of the outstanding Senior Housing Revenue Refunding Bonds (St. Andrew's Village Project) Series 2005 (the "Prior Bonds") previously issued by the City of Mahtomedi, Minnesota ("Mahtomedi") in order to refinance the approximately 139-unit senior housing facility, containing 70 independent living units, 44 assisted living units, 25 memory care units, and approximately 10,170 square feet of daycare space leased to St. Andrew's Church located at 240 East Avenue, Mahtomedi, (the "Project"); and (ii) finance certain other costs related to the Project; (c) In addition, the Borrower has requested that the Economic Development Authority of the Town of White Bear, Minnesota (the "EDA") issue a revenue Note (the "EDA Note") pursuant to the Act on a parity basis with the Note; (d) The issuance and sale of the Note by the City, pursuant to the Act, helps provide access to affordable housing to seniors in the community and is in the interest of the City, and the City hereby determines to issue the Note and to sell the Note to KleinBank in Chanhassen, Minnesota (the "Lender"), as provided herein. The City will loan the proceeds of the Note (the "Loan") to the Borrower in order to assist in refinancing the Project; (e) The City has been advised by representatives of the Borrower that conventional, commercial financing to pay the capital cost of the Project is available only on a limited basis and at such high costs of borrowing that the economic feasibility of operating the Project would be significantly reduced; (f) Based on representations of the Borrower, no public official of the City has either a direct or indirect financial interest in the Project nor will any public official either directly or indirectly benefit financially from the Project; and (g) A public hearing on the Project was held by the City on this date, after notice was published and materials made available for public inspection, all as required by the Act and Section 147(f) of the Internal Revenue Code of 1986, as amended, at which public 2 462911v1 JSB MA355-7