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NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Roseville, Minnesota, as follows: I. Based on representations made by the Company, the City expects to receive substantial benefit from the Project which will help to provide additional elderly multifamily housing and health care facilities within the meaning of the Act, accessible and available to residents of the City, and also facilities providing needed health, wellness, congregate dining and other services particularly needed by the elderly in a location convenient to the City. 2. This City Council has received a draft of the Joint Powers and Allocation Agreement among the City, North Oaks, White Bear, Bayport and other municipalities to be named (the "Allocation Agreement"). Pursuant to such Agreement, the City hereby designates $8,000,000 of the Notes to be issued by North Oaks for the Project as "qualified tax-exempt obligations" for purposes of Section 265(b) of the Code and agrees that the amount of such designation bears a reasonable relationship to the benefit to the City of the Project. 3. In no event shall the Notes ever be payable from or charged upon any funds of the City; the City is not subject to any liability thereon; no owners of the Notes shall ever have the right to compel the exercise of the taxing power of the City to pay any of the Notes or the interest thereon, nor to enforce payment thereof against any property of the City; the Notes shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; and the Notes do not constitute an indebtedness of the City within the meaning of any constitutional, statutory, or charter limitation. 4. The Allocation Agreement is hereby approved in substantially the form now on file in the office of the City; and the Mayor and Manager of the City are authorized to execute the same in the name of and on behalf of the City. In the event of the disability or the resignation or other absence of the Mayor or Manager of the City, such other officers of the City who may act in their behalf shall without further act or authorization of the City do all things and execute all instruments and documents required to be done or to be executed by such absent or disabled officials. The approval hereby given to the Allocation Agreement includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City Attorney and by the City officials authorized herein to execute the Allocation Agreement prior to their execution; and such City officials are hereby authorized to approve said changes on behalf of the City. Adopted by the City Council of the City of Roseville, Minnesota, this 27th day of September, 2004. 9~ Attest: Clerk~'~ 1691421vl