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WHEREAS, a public hearing on the Project was held on this date, after notice was
<br />published and materials made available for public inspection at the City Hall, all as required by
<br />the Act and Section 147(f) of the Internal Revenue Code of 1986, as amended, at which public
<br />hearing all those appearing who desired to speak were heard and written comments were
<br />accepted.
<br />NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
<br />OF ROSEVILLE, MINNESOTA, AS FOLLOWS:
<br />1. The City acknowledges, finds, determines, and declares that the issuance of the
<br />Bonds is authorized by the Act and is consistent with the purposes of the Act and that the
<br />issuance of the Bonds and the other actions of the City under the Indenture, the Financing
<br />Agreement, and this resolution constitute a public purpose and are in the best interests of the
<br />City.
<br />2. The Borrower have agreed, and it is hereby determined, that any and all costs
<br />incurred by the City in connection with the refinancing of the Project and the financing of certain
<br />capital improvements to the Project, including reasonable attorneys' fees, whether or not the
<br />Bonds are issued, will be paid by the Borrower.
<br />3. For the purposes set forth above, there is hereby authorized the issuance, sale and
<br />delivery of the Bonds in the original aggregate principal amount of $23,390,000. The Bonds
<br />shall initially bear interest at a variable rate not to exceed the maximum interest rate per annum
<br />established by the terms of the Indenture or in the alternative fixed rates as set forth in the
<br />Indenture. The Bonds shall be numbered, shall be dated, shall mature, shall be subject to
<br />redemption prior to maturity, shall be in such form, and shall have such other terms, details, and
<br />provisions as are prescribed in the Indenture, in the form now on file with the City, with the
<br />amendments referenced herein. The City hereby authorizes the Bonds to be issued as "tax-
<br />exemptbonds" the interest on which is not includable in gross income for federal and State of
<br />Minnesota income tax purposes.
<br />All of the provisions of the Bonds, when executed as authorized herein, shall be deemed
<br />to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein
<br />and shall be in full force and effect from the date of execution and delivery thereof. The Bonds
<br />shall be substantially in the form on file with the City, which is hereby approved, with such
<br />necessary and appropriate variations, omissions, and insertions (including changes to the
<br />principal amount, the maturity schedule, optional and mandatory redemption terms, mandatory
<br />sinking fund payment schedules, and other terms and provisions of the Bonds) as the Mayor and
<br />the City Manager of the City (the "Mayor" and "City Manager," respectively), in their discretion,
<br />shall determine. The execution of the Bonds with the manual or facsimile signatures of the
<br />Mayor and the City Manager and the delivery of the Bonds by the City shall be conclusive
<br />evidence of such determination.
<br />4. The Bonds and the interest thereon are not general or moral obligations of the
<br />City. The Bonds and the interest thereon are limited obligations of the City, payable solely from
<br />the Trust Estate pledged therefor under the Indenture, including, without limitation, its interest in
<br />payments received under the Bond Mortgage Note and the Credit Enhancement Agreement. The
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