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hearing all those appearing who desired to speak were heard and written comments were accepted. BE IT RESOLVED by the City Council (the "Council") of the City of Gem Lake, Minnesota (the "City"), as follows: SECTION 1. LEGAL AUTHORIZATION AND FINDINGS. 1.1 Findings. The City hereby finds, determines and declares as follows: (a) The City is a municipal corporation and a political subdivision of the State of Minnesota and is authorized under the Act to assist the housing project herein referred to, and to issue and sell the Note for the purpose, in the manner and upon the terms and conditions set forth in the Act and in this Resolution. (b) The issuance and sale of the Note by the City, pursuant to the Act, is in the best interest of the City, and the City hereby determines to issue the Note and to sell the Note to K1einBank in Chanhassen, Minnesota, or another bank in Minnesota (the "Lender"), as provided herein. The City will loan the proceeds of the Note (the "Loan") to the Borrower in order to refinance the Project. (c) Pursuant to a Loan Agreement (the "Loan Agreement") to be entered into between the City and the Borrower, the Borrower has agreed to repay the Loan in specified amounts and at specified times sufficient to pay in full when due the principal of, premium, if any, and interest on the Note. In addition, the Loan Agreement contains provisions relating to the maintenance and operation of the Project, indemnification, insurance, and other agreements and covenants which are required or permitted by the Act and which the City and the Borrower deem necessary or desirable for the refinancing of the Project. A draft of the Loan Agreement was available prior to this meeting. (d) Pursuant to a Pledge Agreement (the "Pledge Agreement") to be entered into between the City and the Lender, the City has pledged and granted a security interest in all of its rights, title, and interest in the Loan Agreement to the Lender (except for certain rights of indemnification and to reimbursement for certain costs and expenses). A draft of the Pledge Agreement was available prior to this meeting. (e) Pursuant to an Amended and Restated Mortgage, Security Agreement and Fixture Financing Statement (the "Amended and Restated Mortgage") to be executed by the Borrower in favor of the Lender, the Borrower has secured payment of amounts due under the Loan Agreement, Note and the EDA Note by granting to the Lender a mortgage and security interest in the property described therein. A draft of the Amended and Restated Mortgage was available prior to this meeting. (f) Pursuant to Minnesota Statutes, Sections 471.59 and 471.656, as amended, and Section 147(f) of the Code, Mahtomedi will conduct a public hearing on June 16, 2015 on the proposed issuance of the Note to, among other things, refinance the Project which is located within the jurisdictional limits of Mahtomedi, and Mahtomedi will consider authorizing the issuance of the Note to refinance the Project and authorizing the 462911v1 JSB MA355-7