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WHEREAS, pursuant to Section 66.0304(11)(a) of the Wisconsin Statutes, prior to their issuance, <br />bonds issued by the Authority must be approved by the governing body or highest ranking executive or <br />administrator of the political jurisdiction within whose boundaries the project is to be located; and <br />WHEREAS, pursuant to Section 147(� of the Internal Revenue Code of 1986, as amended (the <br />"Code"), prior to their issuance, the Bonds are required to be approved by the "applicable elected <br />representative" of the governmental unit having jurisdiction over the area in which any facilities financed <br />or refinanced by the Bonds is to be located after a public hearing held following reasonable public notice; <br />and <br />WHEREAS, the Borrower has requested that the City Council of the City of Roseville, Minnesota <br />(the "Citv Council") approve the financing and refinancing of the Project and the issuance of the Bonds in <br />order to satisfy the public approval requirement of Section 147( fl of the Code and the requirements of <br />Section 4 of the Amended and Restated Joint Exercise of Powers Agreement Relating to the Public <br />Finance Authority, dated as of September 28, 2010 (the "Joint Exercise A�reement") and Section <br />66.0304(11)(a) of the Wisconsin Statutes; and <br />WHEREAS, the Borrower has represented to the City of Roseville, Minnesota (the "Citv") that <br />the facilities constituting the Project and to be financed or refinanced are located within the territorial <br />limits of the City; and <br />WHEREAS, the members of the City Council are the applicable elected representatives of the <br />City; and <br />WHEREAS, bond counsel has advised that there has been published at least 14 days prior to the <br />date hereof, in a newspaper of general circulation within the City, a notice that a public hearing regarding <br />the Bonds would be held on the date hereof; and <br />WHEREAS, such public hearing was conducted on this date by the City Council, at which time <br />an opportunity was provided to interest parties to present arguments both for and against the issuance of <br />the Bonds; and <br />WHEREAS, the City has been informed that the Bonds will not constitute a debt or liability of <br />the City and the City shall have no payment obligations with respect to the Bonds; and <br />WHEREAS, it is intended that this resolution shall constitute the approval of the issuance of the <br />Bonds and the facilities required by Section 147(f j of the Code; <br />NOW THEREFORE, BE IT RESOLVED AND ORDERED by the City Council of the City as <br />follows: <br />1. The City Council hereby approves the issuance of the Bonds by the Authority for <br />financing and refinancing the Project. It is the purpose and intent of the City Council that this Resolution <br />constitute approval of the issuance of the Bonds by the applicable elected representative of the Project <br />Jurisdiction, which is the governmental unit having jurisdiction over the area in which the Project is <br />located, in accordance with Section 147(fl of the Code and Section 66.0304(11)(a) of the Wisconsin <br />Statutes and Section 4 of the Joint Exercise Agreement. The City does not bear any responsibility for the <br />tax-exempt status of the Bonds, the debt service on the Bonds or any other matters related to the Bonds. <br />2. The Mayor and the staff of the City are hereby authorized and directed, jointly and <br />severally, to do any and all things and to execute and deliver any and all documents which they deem <br />U3583941.4 <br />