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WHEREAS,the Borrower's repayment obligations in respect of the Series 2024A Loan Agreement
<br /> will be evidenced by a Promissory Note from the Borrower to the City (the "Promissory Note") and
<br /> assigned to the Trustee pursuant to an assignment(the"Assignment of Note"); and
<br /> WHEREAS,the Bonds will be issued pursuant to this resolution and the Bonds and the interest on
<br /> the Bonds: (i) shall be payable solely from the revenues pledged therefor under the Loan Agreement and
<br /> the Indenture and additional sources of revenue provided by or on behalf of the Borrower; (ii) shall not
<br /> constitute a debt of the City within the meaning of any constitutional or statutory limitation; (iii) shall not
<br /> constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing
<br /> powers; (iv) shall not constitute a charge,lien,or encumbrance,legal or equitable,upon any property of the
<br /> City other than the City's interest in the Loan Agreement; and (v) shall not constitute a general or moral
<br /> obligation of the City; and
<br /> WHEREAS,on June 12,2024,the City Council of the City of Saint Paul,Minnesota("Saint Paul")
<br /> held a public hearing and approved the issuance of the Obligations to finance the Project; and the City
<br /> Council has been presented with a form of a Joint Powers Agreement, dated on or after December 1,2024
<br /> (the"Joint Powers Agreement"),to be entered into between Saint Paul and the City pursuant to which Saint
<br /> Paul consents to the issuance of the Bonds to finance, in part, the acquisition, rehabilitation, renovation,
<br /> construction, and equipping of the Project,all in accordance with Minnesota Statutes, Sections 471.59 and
<br /> 471.656,as amended,and Section 147(f) of the Code.
<br /> NOW, THEREFORE, BE IT RESOLVED by the City Council (the "Council") of the City of
<br /> Mounds View,Minnesota(the"City"),as follows:
<br /> 1. Findings. 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 issuance of the
<br /> Bonds, and the other actions of the City under the Indenture, the Loan Agreement, and this resolution
<br /> constitute a public purpose and are in the interests of the City. The Project constitutes a "qualified
<br /> residential rental project" within the meaning of Section 142(d) of the Code and a "multifamily housing
<br /> development" authorized by the Act. The acquisition, rehabilitation, renovation, construction and
<br /> equipping of the Project furthers the purposes of the Act. In authorizing the issuance of the Bonds for the
<br /> financing of the Project and the related costs,the City's purpose is and the effect thereof will be to promote
<br /> the public welfare of the City and its residents by providing or preserving affordable multifamily housing
<br /> developments for low or moderate income households and otherwise furthering the purposes and policies
<br /> of the Act.
<br /> 2. Financing Structure. The Borrower has requested that the City issue, sell, and deliver the
<br /> Bonds pursuant to the Indenture to be purchased by Colliers Securities LLC, a Delaware limited liability
<br /> company (the "Underwriter") pursuant to a Bond Purchase Agreement, dated on or after the date this
<br /> resolution is approved (the "Bond Purchase Agreement"), among the Underwriter, the City, and the
<br /> Borrower and the proceeds derived from the sale of the Bonds will be loaned by the City to the Borrower
<br /> to finance a portion of the cost of the Project pursuant to the terms of the Loan Agreement. Pursuant to the
<br /> Loan Agreement the City will loan the proceeds of the Bonds to the Borrower. The payments to be made
<br /> by the Borrower under the Loan Agreement are fixed so as to produce revenue sufficient to pay the principal
<br /> of,premium, if any, and interest on the Bonds when due. When executed,the right,title and interest of the
<br /> City in,to and under,among other things,the Loan Agreement(except as therein provided)will be assigned
<br /> to the Trustee pursuant to the Indenture. The Bonds shall bear interest at the rates,shall be numbered,shall
<br /> be dated, shall mature, shall be subject to redemption prior to maturity, and shall be in such form and have
<br /> such other details and provisions as may be prescribed in the Indenture, as executed in accordance with
<br /> Sections 2 and 4. The Trustee is hereby appointed as the Paying Agent and the Bond Registrar for the
<br /> Bonds.
<br /> 3
<br /> SA130-295-988488.v2
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