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2. The Housing Program is hereby adopted, ratified, and approved in all respects without
<br />amendment. The preparation of the Housing Program is hereby ratified, confirmed, and approved. The
<br />City Administrator is hereby authorized to do all other things and take all other actions as may be
<br />necessary or appropriate to carry out the Housing Program in accordance with the Act and any other
<br />applicable laws and regulations.
<br />3. For the purposes set forth above, there is hereby authorized the issuance, sale, and
<br />delivery of the Bonds in one or more series, some portion of which may be taxable obligations, in a
<br />maximum aggregate principal amount not to exceed $15,000,000. The Bonds shall bear interest at the
<br />rates, shall be designated, shall be numbered, shall be dated, shall mature, shall be in the principal
<br />amounts, shall be subject to redemption prior to maturity, shall be in such form, and shall have such other
<br />terms, details, and provisions as are prescribed in the Indenture, in the form now on file with the City,
<br />with the amendments referenced herein. The City hereby authorizes a portion of the Bonds to be issued
<br />as taxable obligations and/or the Bonds to be issued, in whole or in part, as "tax- exempt bonds," the
<br />interest on which is excludable from gross income for federal and State of Minnesota income tax
<br />purposes.
<br />All of the provisions of the Bonds, when executed as authorized herein, shall be deemed to be a
<br />part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full
<br />force and effect from the date of execution and delivery thereof. The Bonds shall be substantially in the
<br />form in the Indenture on file with the City, which form is hereby approved, with such necessary and
<br />appropriate variations, omissions, and insertions (including changes to the principal amounts of the
<br />Bonds, the stated maturities of the Bonds, the interest rates on the Bonds and the terms of redemption of
<br />the Bonds) as the Mayor and the City Administrator, in their discretion, shall determine The execution of
<br />the Bonds with the manual or facsimile signature of the Mayor and the City Administrator and the
<br />delivery of the Bonds by the City shall be conclusive evidence of such determination.
<br />4. The Bonds shall be special, limited obligations of the City payable solely from the
<br />revenues provided by the Borrower pursuant to the Loan Agreement and other funds pledged pursuant to
<br />the Indenture; however, the City does not pledge its general credit or taxing powers or any funds of the
<br />City to the payment of the Bonds. The City Council hereby authorizes and directs the Mayor and the City
<br />Administrator to execute the Indenture, and to deliver the Indenture to said Trustee, and hereby authorizes
<br />and directs the execution of the Bonds in accordance with the terms of the Indenture, and hereby provides
<br />that the Indenture shall provide the terms and conditions, covenants, rights, obligations, duties, and
<br />agreements of the owners of the Bonds, the City, and the Trustee as set forth therein.
<br />All of the provisions of the Indenture, when executed as authorized herein, shall be deemed to be
<br />a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in
<br />full force and effect from the date of execution and delivery thereof. The Indenture shall be substantially
<br />in the form on file with the City, which is hereby approved, with such necessary and appropriate
<br />variations, omissions and insertions as do not materially change the substance thereof, and as the Mayor
<br />and the City Administrator, in their discretion, shall determine, and the execution thereof by the Mayor
<br />and the City Administrator shall be conclusive evidence of such determination.
<br />5. The Mayor and the City Administrator are hereby authorized and directed to execute and
<br />deliver the Loan Agreement, and the Bond Purchase Agreement, dated on or after October 1, 2010 (the
<br />"Bond Purchase Agreement between Oppenheimer Co. Inc. (the "Underwriter the City, and the
<br />Borrower. All of the provisions of the Loan Agreement and the Bond Purchase Agreement, when
<br />executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to
<br />the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of
<br />execution and delivery thereof. The Loan Agreement and the Bond Purchase Agreement shall be
<br />372206v2 JSB MU210 -192
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