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sy0W, TI-ICREFORE, BE.. IT RESO.LVCD BY THE CITY COUNCIL OF THE CITY 0 F GEM LAKE, M7NtiESQTA,
<br />AS FOLLOWS.:.
<br />I . The Program is hereby ratified and approved in all respects without amendment.. The pribr:stibmissibit. of the Program
<br />to the Metropolitan Councii is hereby ratified and confirmed.
<br />2. The City Clerk is hereby:authorind to do all other things and take all other actions as may be necessary or appropriate
<br />to carryout the Program in accordance with the Act. and any other applicable laws and regulations:
<br />3. The City acknoivledgi!�, finds, determines; and declares that the issuance -of die. Bonds is.attthorized by tlie: Act and. is
<br />consistent with the: purposes of the. Act and that the issuanc& of the Bonds and the other actions of the. City under the.
<br />Indenture, the Loan Agreement, and this resolution constitute publi6purpose and are in the best interests of the City.
<br />4. The City understands that the Borrower will pay directly or through. the City any and all costs incurred by the City,
<br />including the administrative time of City officials, iii connection with the Program, the issuance:of the -Bonds, the Pra j ect,,
<br />and any other matters directlyrelated to the-City.'.s involvement with the. Projectand. the Program; whether or not the.
<br />Project is completed, and whether .or not the Bonds: are issued.
<br />5. in order to. assist in the financing of a portion gfthe costs of the development, acquisition, construction, and equipping
<br />.of the Project, there. is Hereby authorized the issuance, sale.; and delivery of its; (i) Senior Housing Reyenue.Bonds
<br />(Pou Iders Apartments Project), Series.2Q02A (the "Series 2002A Bonds"), in the original aggregateprincipal ainouttt
<br />of$8,134,000; (ii) Taxable Senior Housing Revenue Bottds (Boulders Apartments Project), Series 2002B (the "Series
<br />2002B Bonds"), in .the original aggregate principal amount of $225,060, and (iii):Senior Dousing Revenue Note
<br />(Boulders Apartments. Project), Series.2Q02C (the "Note"), in'the original :aggregate -principal amount of $378,006
<br />(collectively, the Series.2002A.Bonds, the. Series 2002.B Bonds and the Note shall: be referred to hereinatter as the.
<br />"Bonds"). T.he:$onds shal l bear interest.at the rates, shall be designated; shall be numbered,. shall be dated, shall feature,
<br />sliall be subject'to redemption pribe to: maturity,.shall be in such forth, and shall have such:otherterns. details, and
<br />prov isions as are -prescribed in the Indenture of Trust, dated as of April 1, 20.02 (the "Indenture"), between the City and
<br />U.S. Bank National Association, &nationa. 1. banking association, as trustee (the `"Trustee" ), in the forni. now iin-f le with
<br />thc: City, with tlic.an,endnients referenced liereiit. The'City hereby authorizes the Series 2002A Bonds and the Note be
<br />issued, in whole or in part, as "tax-exempt bonds" the intereston which. is not includable in.gross income for federal and
<br />*State of Minnesota. income tax purposes,
<br />A.tI oftlte provisions of the.Bonds, when executed asauthorized herein, shall be. deemed to be a part of this resolution
<br />as frilly and to the.satne extent as if incorporatedverbatim herein and shall be in full force and effect from the date of
<br />execution and delivery. thereof. The Bonds shall be substantially in the fortes in the Indenture on file with.the City, which
<br />.. fonns are hereby approved, with such necessary and appropriate variations, omissions, and iasertiotts.(i»cludingchattges
<br />to the aggregate principal amounts of.the Bonds, the stated maturities.of the: Bonds, and. the maturity dates, the interest
<br />.rates on the Bonds, and the terms ofrcdetnptionofthe Bonds), as the Mayorofthe City (the "Mayor") and the.City Clerk
<br />of the City (the. "City Clerk");. in their discretion, shall deteimine. The .execution. of the Bonds with the manual or
<br />facsimile signatures of the Mayor and the City CIer..k and the-delivery.of the Bonds by the City shall be conclusive
<br />.evidence of such determination.
<br />G.. Pursuant. to. the terms of the Indenture and the Bonds, the.principal and purchase price of, prcmiuni, if any, and interest
<br />on the Bonds; (i) shall be payable:solety,from the revenues pledged.therefor.,(ii) shall not constitute:a debt, general
<br />obligation, or a moral obligation of the City withirr-the Todaninb .of:any constitutional or statutory limitation; (iii) shall.
<br />not constitute nor give rise tog charge against the.geneml*eredit.or:.taxing powers of the City; and (iv) shall not constitute
<br />a.charge; lien, or encumbrance, legal or: equitabie,-upoh any property of the City other than the City's interest in the
<br />.Project and the Loan Agreement (defined Below).
<br />7. 'The Indenture is hereby approved in:the fonn now on file with the City. The Mayor and the City Clerk are hereby
<br />authorized to execute and. deliver the Indenture substantially' in the fomi.now on file with the City. All oftlte. provisions.
<br />of'the Indenture, when executed as. authorized herein, Shall be deemed to be a part .ofthis resolution as fully and to the
<br />sate a eateitt as if incorporated verbatim herein and shall beitt ill force and effectft'ont the date ofexecution and delivery
<br />thereof. The Indenture shall be substantially in the form on file with the City, with such necessary and appropriate
<br />variations, omissions,and insertions as do not materially change tlie:substance thereof, or as the Mayor and the City
<br />Clerk, in their discretion, shall deterin ine,.and the execution thereof.by.the Mayor and the. City Clerk shall be conclusive
<br />evidence of such determination.
<br />Pape 2 of �4
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