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WHEREAS, it is appropriate for the City to facilitate the refinancing of the Project previously financed for the Applicant by the Ag Board by conducting a public hearing and "approving", as such term is used in IRC SI47(t), the issuance of the CoHFA Roseville Approved Bonds. NOW, THEREFORE, be it resolved by the City of Roseville as follows: I. On the basis of the information given to the City to date, the City hereby "approves", as such term is used in IRC SI47(t) and for the sole purpose of complying with the requirements therein, the issuance by CoHF A of the CoHF A Roseville Approved Bonds to refinance the portion of the 2000 Ag Board Bonds attributable to the Project. The CoHF A Roseville Approved Bonds, if issued by CoHFA, shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City, the Ag Board or the State, and shall not constitute a debt or pecuniary liability of the City, the Ag Board or the State. 2. A public hearing was conducted by the City on the proposal that CoHF A issue the CoHFA Roseville Approved Bonds, at which hearing parties who appeared were given an opportunity to express their views with respect to said proposal. Notice of the time and place of the hearing, which contained (i) the estimated maximum aggregate face amount of the CoHFA Roseville Approved Bonds, (ii) the initial owner, operator or manager of the Project, and (iii) the location of the Project by its street address, was published at least once not less than 14 days prior to the date fixed for the hearing in a newspaper of general circulation in the City and all action heretofore taken in connection with providing such notice is hereby ratified, approved and confirmed in all respects. The notice stated that a copy of the City's resolution "approving", as such term is used in IRC SI47(t) and for the sole purpose of complying with the requirements therein, the issuance of the CoHFA Roseville Approved Bonds was available for public inspection following such notice at the offices of the City and specified the place and times such resolution was so available. 3. The City did not perform any due diligence regarding the terms and conditions of the CoHF A Roseville Approved Bonds, including but not limited to the financial tenns and conditions thereof, in its "approval", as such term is used in IRC SI47(t) and for the sole purpose of complying with the requirements therein, of such bonds. 4. The Applicant has agreed and it is hereby determined that any and all costs incurred by the City in connection with the refinancing of the Project, whether or not such refinancing is consummated, shall be paid by the Applicant. Dated: October 9,2006 {!f:~ 3540446.2