execute all such documents as may be necessary to carry out and comply with the provisions of the First Amendment to Mortgage and the Mortgage.

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1 execute all such documents as may be necessary to carry out and comply with the provisions of the First Amendment to Mortgage and the Mortgage. Section 7. The Bond Purchase Agreement, dated on or after the date hereof (the Bond Purchase Agreement ), between Dougherty & Company LLC (the Underwriter ), the Authority, and the City is in all respects authorized, approved, and confirmed, and the Chair and the Executive Director be, and they hereby are, authorized, empowered, and directed to execute and deliver the Bond Purchase Agreement, including necessary counterparts, in substantially the form and content now on file with the Authority, but with such changes, modifications, additions, and deletions therein as shall to them seem necessary, desirable, or appropriate, their execution thereof to constitute conclusive evidence of their approval of any and all changes, modifications, additions, or deletions therein from the form and content of the Bond Purchase Agreement now on file with the Authority, and that, from and after the execution and delivery of the Bond Purchase Agreement, the Chair and the Executive Director are hereby authorized, empowered, and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Bond Purchase Agreement as executed. Section 8. The Preliminary Official Statement and the Official Statement describing the Series 2012A Bonds, the Project, and the Indenture (the Series 2012A Official Statement ) are hereby in all respects authorized, approved, and confirmed, and the Chair is hereby authorized, empowered, and directed to approve any necessary counterpart additions in substantially the form and content now on file with the Authority but with such changes, modifications, additions, and deletions therein as shall seem necessary, desirable, or appropriate. The distribution of the Series 2012A Official Statement by the Underwriter is hereby approved. Section 9. The Preliminary Official Statement and the Official Statement describing the Series 2012B Bonds, the Project, and the Indenture (the Series 2012B Official Statement ) are hereby in all respects authorized, approved, and confirmed, and the Chair is hereby authorized, empowered, and directed to approve any necessary counterpart additions in substantially the form and content now on file with the Authority but with such changes, modifications, additions, and deletions therein as shall seem necessary, desirable, or appropriate. The distribution of the Series 2012B Official Statement by the Underwriter is hereby approved. Section 10. The Continuing Disclosure Agreement, dated on or after December 1, 2012 (the Continuing Disclosure Agreement ), between the Authority, the City, and the Trustee is in all respects authorized, approved, and confirmed, and the Chair and the Executive Director be, and they hereby are, authorized, empowered, and directed to execute and deliver the Continuing Disclosure Agreement, including necessary counterparts, in substantially the form and content now on file with the Authority, but with such changes, modifications, additions, and deletions therein as shall to them seem necessary, desirable, or appropriate, their execution thereof to constitute conclusive evidence of their approval of any and all changes, modifications, additions, or deletions therein from the form and content of the Continuing Disclosure Agreement now on file with the Authority, and that, from and after the execution and delivery of the Continuing Disclosure Agreement, the Chair and the Executive Director are hereby authorized, empowered, and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Continuing Disclosure Agreement as executed. Section 11. The Chair and the Executive Director of the Authority are hereby authorized to execute and deliver for and on behalf of the Authority any and all additional agreements, certificates, documents, or other papers, and perform all other acts (including, without limitation, the filing of any financial statements or any other documents to create and maintain a security interest in the properties and revenues pledged under any instrument referred to herein) as they may deem necessary or appropriate in

2 order to implement and carry out the intent and purposes of this Resolution and the undertaking of the Project. Section 12. The Bonds are limited obligations of the Authority payable solely from the revenues and funds pledged therefor under the Indenture pursuant to the terms, conditions, and limitations set forth in the Indenture. The Bonds are not payable from any other revenues, funds, or assets of the Authority other than the revenues derived from its ownership and operation of the Project and expressly pledged to the payment of the Bonds pursuant to the Indenture. The Series 2012A Bonds are not secured by the full faith and credit or taxing powers of the City. Neither the State of Minnesota nor any political subdivision thereof (except the Authority and then only to the extent set forth in the Indenture and except by the City with respect to the Series 2012B Bonds) shall be liable for the payment of the principal of and interest on the Bonds or for the performance of any pledge, obligation, or agreement of any kind with respect to the Bonds. The Series 2012B Bonds are secured by the full faith and credit and taxing powers of the City. The Series 2012B Bonds are not secured by the Mortgage. Section 13. Except as herein otherwise expressly provided, nothing in this Resolution, express or implied, is intended or shall be construed to confer upon any person, firm, or corporation other than the Authority, the Trustee, and the owners of the Bonds, to the extent expressly provided in this Resolution, any right, remedy, or claim, legal or equitable, under and by reason of this Resolution or any provision hereof, this Resolution and all of its provisions being intended to be and being for the sole and exclusive benefit of the Authority, the Trustee, and the owners of the Bonds, to the extent expressly provided in this Resolution. Section 14. If for any reason the Chair of the Authority is unable to execute and deliver those documents referred to in this Resolution, the Vice Chair or any other member of the Board of Commissioners may execute and deliver such documents with the same force and effect as if such documents were executed by the Chair. If for any reason the Executive Director of the Authority is unable to execute and deliver the documents referred to in this Resolution, such documents may be executed and delivered by any other officer of the Authority or by any member of the Board of Commissioners delegated such authority with the same force and effect as if such documents were executed and delivered by the Executive Director of the Authority. Section 15. The officers and other agents or employees of the Authority are hereby authorized to do all acts and things required of them by or in connection with this Resolution, the aforementioned documents, and the Bonds for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Bonds, the aforementioned documents, and this Resolution. Section 16. The Executive Director of the Authority, or in his absence, his designee, is hereby designated as Authorized Officer and the authorized Authority representative for the purpose of taking all actions and doing all things required to be taken or done by the Authorized Officer or authorized Authority representative pursuant to the aforementioned documents. Section 17. All actions of the members, employees, and staff of the Authority heretofore taken in furtherance of the Project are hereby approved, ratified, and confirmed. Section 18. The Chair and Executive Director of the Authority, and other officers of the Authority are authorized and directed to prepare and furnish with regard to the issuance of the Bonds, certified copies of all proceedings and records of the Authority relating to the Bonds and such other affidavits, certificates, and other documents as may be required to show the facts relating to the legality and marketability of the Bonds as such facts appear from the books and records in said officers custody and control or as otherwise known to them; and all such certified copies, certificates, affidavits, and other

3 documents, including any heretofore furnished, shall constitute representations of the Authority as to the truth of all statements made by the Authority and contained therein. Section 19. All resolutions or parts thereof in conflict with the provisions contained are, to the extent of such conflict, hereby superseded and repealed. Section 20. The provisions of this Resolution are hereby declared to be severable, and if any section, phrase, or provision shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases, or provisions. Section 21. The Bonds are hereby authorized to be issued as tax-exempt bonds, within the meaning of Section 150(a) of the Internal Revenue Code of 1986, as amended (the Code ). The Bonds are hereby authorized to be issued as qualified 501(c)(3) bonds, within the meaning of Section 145 of the Code, and the Executive Director is hereby authorized and, with the concurrence of bond counsel, shall file with the Internal Revenue Service an Information Return for Tax-Exempt Private Activity Bond Issues, Form 8038 (Rev. April 2011) with respect to the Bonds. Section 22. The Bonds are hereby designated as qualified tax-exempt obligations for purposes of Section 265(b)(3) of the Code. With respect to the status of the Bonds as qualified tax-exempt obligations and the designation of the Bonds as qualified tax-exempt obligations for purposes of Section 265(b)(3) of the Code, the Authority makes the following factual statements and representations with respect to the application of Section 265(b)(3) of the Code to the Bonds: (i) the Bonds are not private activity bonds as defined in Section 265(b)(3)(B)(ii) of the Code (except that the Bonds are qualified 501(c)(3) bonds as defined in Section 145 of the Code); and (ii) the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds that are not qualified 501(c)(3) bonds, as defined in Section 145 of the Code, and bonds issued to refund, other than to advance refund, any other bonds of the Authority) which will be issued by the Authority (and all subordinate entities of the Authority) during calendar year 2012 will not exceed $10,000,000. Section 23. This Resolution shall be in full force and effect from and after its passage. (The remainder of this page is intentionally left blank.)

4 Approved by the Board of Commissioners of the Norwood Young America Economic Development Authority this 13 th day of November, NORWOOD YOUNG AMERICA ECONOMIC DEVELOPMENT AUTHORITY By Its Chair Attest: Secretary NR (JU) v.3

5 Norwood Young America City Council Minutes October 22, 2012 Council Present: Tina Diedrick, JR Hoernemann, Jim Keller, Dick Stolz, Carol Lagergren Council Absent: None City Staff Present: City Administrator Thomas Simmons, City Clerk-Treasurer Diane Frauendienst, Community Development Director Chelsea Alger, Public Works Director Brent Aretz Also Present: Paul Downer, Bill Grundahl, Steve ZumBerge, Gerri Scott, Rachel Scott, Lauren Pelletier, Grady Kruse, Lenny Hilgers, Chris Lund, City Attorney Al Albrecht, Economic Development Director Christie Rock Mayor Diedrick called the meeting to order at 6:32 p.m. Approve Agenda Motion: CL/DS, all in favor to approve the agenda as amended. Introductions, Presentations, Proclamations, Awards, and Public Comment: Gerri Scott and Girl Scouts Rachel Scott and Lauren Pelletier appeared before the Council to thank city staff for the help the Girl Scouts received with their Centennial Day of Service. The local organization worked around the city raking leaves, cleaning and painting storm drains and may make the activity an annual event. Consent Agenda Motion: DS/HH, all in favor, to approve the consent agenda as amended and commenting on the retirement of the fire fighters, thanking them for their many years of service to the City of Norwood Young America. 4.1 Approve minutes of October 8, Approve payment of claims Pulled, moved to New Business Approve joint assessment service agreement with Carver County 4.4 Approve Resolution authorize feasibility report for year one mill and overlay project Pulled, moved to New Business Accept fire department member retirement requests 4.6 Call for a Public Hearing regarding 2013 Fee Schedule 4.7 Oak Lane trunk fees 4.8 Appoint additional election judges Resolution Approve pay request #7 Faxon Road project 5. Old Business 5.1 Approve Resolution , authorize feasibility report for year one mill and overlay project. Pulled from the Consent agenda to review the improvements listed for the study. Discussion was held on the various seal coat projects and whether seal coating should be an annual maintenance item and should maintenance be included in debt. Motion: CL/DS, all in favor to adopt Resolution , a resolution authorizing the feasibility report for year one mill and overlay project with the deletion of item: p. Various seal coat projects. 5.2 Approve payment of claims. Council member Lagergren pulled from consent to state that a new check listing was printed and presented. With this listing all checks to date have been reviewed and approved. Motion: CL/HH, all in favor to approve payment of claims. 6. New Business

6 6.1 Approve 2 a.m. Liquor License for The Pour House Pub. City Clerk Frauendienst reported that an application for an Optional 2 a.m. Closing License was received from John Barnes at The Pour House Pub. Motion: CL/DS, all in favor to approve the Optional 2 a.m. Closing Liquor License for The Pour House Pub at 325 Elm Street West and to prorate the $500 license fee to $ to reflect the license period. 6.2 Adopt Resolution , a resolution denying rezoning property at 31 Industrial Blvd. Community Development Director Alger reported that Lenny and Cindy Hilgers have submitted an application for rezoning approval for their property located at 31 Industrial Blvd. The purpose for the rezoning is to allow for the construction of a mini-storage facility, which is permitted in the B-1 District but not in the current C-2 District. Alger reported that the Planning Commission held a public hearing regarding the application and comments were received stating concerns with having additional ministorage facilities in the community. After considering the material provided by staff and public comment the Planning Commission motion to approve the rezoning ended in a tied 3-3 vote, therefore the motion failed. Comments were heard from Grady Kruse and Lenny Hilgers. Motion: TD/no second, to adopt Ordinance 239, approving the rezoning of property located at 31 Industrial Boulevard from C-2 to B-1. Motion failed Motion: CL/JK; DS, CL, JK, HH in favor, TD opposed to adopt Resolution , a resolution denying the rezoning of property located at 31 Industrial Boulevard from C-2 (General Commercial) to B- 1 (Business Industrial). 6.3 Approve MnDOT variance letter for additional way-finding signage for Highway 212 and 5 Economic Development Director Christie Rock reported that the NYA Area Chamber of Commerce and the EDC are asking the City Council for permission to file an appeal-variance request with the MN Department of Transportation to allow for additional way-finding signage on U.S. Highway 212 to direct motorists to the community s north business district. The current MnDOT policy only allows a city to sign only one business district. MnDOT conducted a field investigation and determined that there is room for additional signage for the north business district but the city must go through the variance process to get permission to install the signage. Motion: DS/CL, all in favor to submitting the variance request letter to MnDOT with the understanding of the total cost to add and replace signs. 6.4 Authorize the purchase of a Ford 550 truck. City Administrator Simmons reported that the public works department is requesting the authorization to purchase a demo 2012 Ford 550 truck to replace their present 2001 Ford 350 pickup. Public Works Director Brent Aretz was available to answer questions. Motion: CL/JK, all in favor to authorize the purchase through the Minnesota State Bid Program of a demo 2012 Ford F-550 pickup from Midway Ford Commercial at a total cost of $54, including sales tax and license. Funding to come from the Street Department Capital Improvement Plan, Line Item Pickup 350 Replace 2001). 7. Council Member Reports JR.-attended the SW MnDOT Corridor Transportation meeting. JK- Reported that the planning commission was working on the rezoning application that the council denied. CL-Nothing to report DS-Nothing to report 8. Mayor s Report

7 Mayor Diedrick reported she also attended the SW MnDOT Corridor Transportation meeting, that the personnel committee has been meeting and will be coming forward with some proposed changes to the personnel policy, and reminded citizens to remember to vote on November 6 th. 9. Close meeting to discuss personnel issues. Motion: CL/JK, to close the council meeting to discuss personnel issues. Roll call vote was taken with all members voting in favor to close the meeting. 10. Reconvene meeting. The meeting was reconvened at 7:55. The closed portion of the Council meeting will be continued to the November 13th Council Meeting to allow all participants to be present. Adjournment Motion: CL/HH, all in favor, to adjourn the meeting at 8:05 p.m. Respectfully Submitted, Diane Frauendienst City Clerk Tina Diedrick Mayor

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20 City of Norwood Young America Date: November 13, 2012 To: From: Cc: RE: Honorable Mayor Diedrick and Members of the City Council Diane Frauendienst, City Clerk-Treasurer Tom Simmons, Chelsea Alger Truth in Taxation Hearing Cities are no longer required to hold Truth in Taxation hearings, but school districts and cities over 500 populations are required to hold a hearing during a regularly scheduled meeting at which the budget will be discussed and the final levy determined. The hearing must be held between November 25 th and December 28 th and held after 6:00 p.m. The public must be allowed to speak. The first regularly scheduled City Council Meeting in December is December 10 th. A public hearing can be held at this meeting to meet the requirements of State Statutes. Recommendation: Motion to call for a Public Hearing regarding the 2013 Final Budget on December 10, 2012 at 6:30 p.m.

21 City of Norwood Young America To: City Council and Mayor From: Tom Simmons Cc: Diane Frauendienst and Chelsea Alger Date: 11/13/12 Re: Approve Hiring Public Works Employee We received twenty applications and after reviewing and evaluating them it was decided to interview four (4) of them. The Public Works Director and City Administrator conducted interviews of the four (4) applicants. They were also given a skills test on operating a dump truck, bobcat, and payloader. We are recommending to the council the appointment of Keenan Dummer to step one (1), pay grade six (6) of the Salary Step Schedule at a beginning pay rate of $11.26 per hour. Mr. Dummer will be eligible for a step increase to $11.79 per hour March 1 st, 2013 and another step increase to $12.32 per hour on July 1 st, These step increases will be dependent upon satisfactory job performance. Recommendation: A motion to appoint Keenan Dummer to a full-time Public Works Operator I position for the Public Works department with compensation at $11.26 per hour plus benefits as defined by the Employee Handbook. This appointment is conditioned upon Mr. Dummer passing appropriate background checks.

22 City of Norwood Young America To: City Council and Mayor From: Diane Frauendienst Cc: Tom Simmons, Chelsea Alger Date: 11/13/2012 Re: Resolution Canvas Election Results The General Election for the City of Norwood Young America was held on November 6, When polls opened at 7:00 a.m. on Election Day, there were 1839 registered voters in the precinct. During the day, 387 new registrations were processed. This includes new residents, name changes and address changes voters came to the poll to cast their votes, while approximately 100 voters cast their ballots by absentee. The Election Day activities at the poll were run by 19 hardworking and dedicated election judges. These individuals should be commended for their valuable contribution to the voting process. Recommendation: To adopt Resolution , a resolution certifying election results of the general election of November 6, 2012 for mayor and two city council members.

23 RESOLUTION A RESOLUTION CERTIFYING ELECTION RESULTS OF THE GENERAL ELECTION OF NOVEMBER 6, 2012 FOR MAYOR AND TWO CITY COUNCIL MEMBERS WHEREAS, pursuant to due published and posted notice thereof, an election was held November 6, 2012 in the City of Norwood Young America for the purpose of electing a mayor for a two (2) year term, and two (2) council members each for a four (4) year term; WHEREAS, duly appointed judges did count the ballots cast and declare the following results: For the Office of Mayor: Total Votes Tina Diedrick % Write-Ins % For the Office of Council Member (four year term-vote for two): Total Votes Chad Pederson % Richard Dick Stolz % JR Hoernemann % Michael McPadden % Write-Ins % NOW, THEREFORE BE IT RESOLVED, that the City Council hereby declares Tina Diedrick elected to Mayor of the City of Norwood Young America to serve a two (2) year term beginning January 2, BE IT FURTHER RESOLVED, that the City Council hereby declares and elected to serve, each a four (4) year term on the Norwood Young America City Council beginning January 2, Adopted by the Council this 13 th day of November CITY OF NORWOOD YOUNG AMERICA ATTEST: Mayor Diane Frauendienst, City Clerk-Treasurer

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25 City of Norwood Young America To: Honorable Mayor Diedrick and Members of the City Council From: Diane Frauendienst, City Clerk/Treasurer Date: November 13, 2012 RE: Resolution , a resolution opting to join the Voluntary Statewide Lump-Sum Volunteer Firefighter Retirement Plan. On August 13, 2012, Paul Lano, president of the NYA Fire Department Relief Association appeared at the council meeting providing information regarding the Fire Relief Association joining the Statewide Lump-Sum Volunteer Firefighter Retirement Plan administered by the Public Employees Retirement Association (PERA). The next step in this process is to adopt a city resolution approving this option. Recommendation: Adopt Resolution , a resolution opting to join the Voluntary Statewide Lump-Sum Volunteer Firefighter Retirement Plan administered by PERA.

26 RESOLUTION A RESOLUTION OPTING TO JOIN THE VOLUNTARY STATEWIDE LUMP-SUM VOLUNTEER FIREFIGHTER RETIREMENT PLAN WHEREAS, The City is authorized to join the Voluntary Statewide Lump-Sum Volunteer Firefighter Retirement Plan administered by the Public Employees Retirement Association (PERA), and WHEREAS, The City and the City s Fire Department Relief Association have jointly consented to and obtained a cost analysis for joining the Voluntary Statewide Lump-Sum Volunteer Firefighter Retirement Plan from PERA not less than 90 days ago; and WHEREAS, The City highly values the contributions of City Fire Department members to the safety and well-being of our community and wishes to safeguard their pension investment in a prudent manner. NOW, THEREFORE BE IT RESOLVED, by the city council of Norwood Young America, Minnesota: 1. The City hereby approves coverage by and requests participation in the Voluntary Statewide Lump-Sum Volunteer firefighter Retirement Plan administered by PERA under the terms provided in the PERA cost analysis at the $1700 benefit level per year of service; and 2. The City Clerk and Mayor are hereby authorized to execute all documents necessary to effectuate the intent of this resolution. Adopted by the Council this 13 th day of November CITY OF NORWOOD YOUNG AMERICA ATTEST: Mayor Diane Frauendienst, City Clerk-Treasurer

27 To: Mayor and City Council From: Tom Simmons City of Norwood Young America Cc: Diane Frauendienst and Chelsea Alger Date: 11/13/12 Re: Refinancing of Harbor Bonds Resolution As previously discussed earlier at the EDA meeting this resolution is a reaffirmation of the actions taken by the EDA in regards to the refinancing of the Harbor bonds in order to capture interest savings due to low interest rates. Mark Ruff and John Utley will be present to answer any questions even thou most of your questions will be answered at the EDA meeting. Recommendation: A motion to adopt Resolution , A Resolution to Approve the Refinancing and to Approve the Reimbursement Agreement and Related Documents for the Harbor.

28 RESOLUTION NO APPROVING THE ISSUANCE OF BONDS BY THE NORWOOD YOUNG AMERICA ECONOMIC DEVELOPMENT AUTHORITY; CONFIRMING THE PLEDGE OF THE FULL FAITH AND CREDIT AND TAXING POWERS OF THE CITY TO THE PAYMENT OF THE GENERAL OBLIGATION HOUSING REVENUE REFUNDING BONDS (THE HARBOR AT PEACE VILLAGE PROJECT), SERIES 2012B; APPROVING A REIMBURSEMENT AGREEMENT AND OTHER DOCUMENTS TO BE DELIVERED IN CONNECTION WITH THE ISSUANCE OF THE BONDS WHEREAS, pursuant to Minnesota Statutes, Sections , as amended (the Housing Act ), and, in particular, Sections and Sections of the Housing Act, the Norwood Young America Economic Development Authority (the Authority ) is authorized to undertake housing development projects and to acquire and construct multifamily rental housing for the purposes of providing housing for low and moderate income persons and families; and WHEREAS, pursuant to the provisions of Section , subdivision 2(f), of the Housing Act, the Authority is authorized to issue bonds to refund bonds issued pursuant to the Housing Act; and WHEREAS, in 2005 the Authority financed the acquisition, construction, and equipping of The Harbor, a 36-unit senior housing assisted living facility located at 300 North Faxon Road in the City of Norwood Young America (the Project ), through the issuance of the following obligations of the Authority: (i) Governmental Housing Gross Revenue Bonds (The Harbor at Peace Village Project), Series 2005A (the Series 2005A Bonds ), in the original aggregate principal amount of $3,470,000; and (ii) General Obligation Housing Revenue Bonds (The Harbor at Peace Village Project), Series 2005B (the Series 2005B Bonds ), in the original aggregate principal amount of $3,000,000; and WHEREAS, the Series 2005A Bonds and the Series 2005B Bonds (collectively, the Series 2005 Bonds ), are subject to optional redemption and prepayment on February 1, 2013, and the Authority and the City of Norwood Young America (the City ) have been advised by Ehlers & Associates, Inc., the financial advisor of the Authority and the City, that significant interest cost savings could be realized by the Authority through the issuance of refunding bonds to redeem and prepay the outstanding Series 2005 Bonds; and WHEREAS, the refunding bonds are proposed to be issued pursuant to the terms of an Indenture of Trust, dated on or after December 1, 2012 (the Indenture ), between the Authority and a trustee selected by the Authority (the Trustee ), in two series of bonds to be designated as follows: (i) Governmental Housing Gross Revenue Refunding Bonds (The Harbor at Peace Village Project), Series 2012A (the Series 2012A Bonds ), to be issued in the principal amount of approximately $3,015,000 (but not to exceed $3,185,000); and (ii) General Obligation Housing Revenue Refunding Bonds (The Harbor at Peace Village Project), Series 2012B (the Series 2012B Bonds ), to be issued in the principal amount of approximately $3,000,000 (but not to exceed $3,000,000); and WHEREAS, pursuant to Section , subdivision 2, of the Housing Act, the Authority is authorized to issue bonds in a principal amount of up to $3,000,000 to be secured by the full faith and credit of the City to finance a housing development project following: (i) a determination by the Authority that pledged revenues will equal or exceed 110 percent of the principal and interest due on such bonds for each year, and (ii) approval by the City of the principal amount of the bonds and authorization

29 by the City Council of the City of a pledge of the full faith and credit and taxing powers of the City to the bonds; and WHEREAS, the Authority is proposing to issue the Series 2012A Bonds and the Series 2012B Bonds (collectively, the Series 2012 Bonds ) and to apply the proceeds derived from the sale of the Series 2012 Bonds to the redemption and prepayment of the Series 2005 Bonds; and WHEREAS, the Authority requested the approval of the City of the pledge by the Authority of the general obligation of the City as additional security for the Series 2012B Bonds, as authorized by Section , subdivision 2, of the Housing Act, and the City granted its approval pursuant to Resolution No adopted by the City Council of the City on October 8, 2012; NOW, THEREFORE, BE IT RESOLVED, BY THE CITY COUNCIL OF THE CITY OF NORWOOD YOUNG AMERICA, MINNESOTA AS FOLLOWS: 1. The City hereby finds, determines, and declares that the Authority has made a determination that revenues pledged to payment of the Bonds will equal or exceed 110 percent of the principal and interest due on the Bonds for each year during the period in which the Bonds will be outstanding. 2. The City hereby approves the issuance by the Authority of the Series 2012A Bonds in an original aggregate principal amount not to exceed $3,185,000. The Series 2012A Bonds are payable solely from the revenues of the Project and other funds made available to payment of the Series 2012A Bonds pursuant to the terms of the Indenture. The Series 2012A Bonds are secured by the terms of the Indenture and by a Combination Mortgage, Security Agreement, and Fixture Financing Statement, dated as of December 1, 2005 (the Original Mortgage ), as amended by a First Amendment to Combination Mortgage, Security Agreement, and Fixture Financing Statement, dated on or after December 1, 2012 (the First Amendment to Mortgage ), from the Authority, as mortgagor, to the Trustee, as mortgagee. 2. The City hereby confirms and approves the issuance by the Authority of the Series 2012B Bonds as obligations to which the full faith and credit and taxing powers of the City shall be pledged. The Series 2012B Bonds are hereby authorized by the City to be issued in an aggregate principal amount not to exceed $3,000,000. The Series 2012B Bonds are payable primarily from the revenues of the Project and other funds made available to payment of the Series 2012B Bonds pursuant to the terms of the Indenture but, if necessary, the City will levy a tax on all taxable property in the City without limitation as to rate or amount to pay the debt service on the Series 2012B Bonds when due. 3. A Bond Purchase Agreement, dated on or after the date hereof (the Bond Purchase Agreement ), between Dougherty & Company LLC (the Underwriter ), the Authority, and the City is in all respects authorized, approved, and confirmed, and the Mayor and the Administrator be, and they hereby are, authorized, empowered, and directed to execute and deliver the Bond Purchase Agreement, including necessary counterparts, in substantially the form and content now on file with the City, but with such changes, modifications, additions, and deletions therein as shall to them seem necessary, desirable, or appropriate, their execution thereof to constitute conclusive evidence of their approval of any and all changes, modifications, additions, or deletions therein from the form and content of the Bond Purchase Agreement now on file with the City, and that, from and after the execution and delivery of the Bond Purchase Agreement, the Mayor and the Administrator are hereby authorized, empowered, and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Bond Purchase Agreement as executed.

30 4. The City and the Authority propose to enter into a Reimbursement Agreement, dated on or after December 1, 2012 (the Reimbursement Agreement ), pursuant to which the Authority will agree to reimburse the City, from revenues of the Project or other sources, for any principal of and interest on the Series 2012B Bonds paid by the City pursuant to the pledge of the full faith and credit and taxing powers of the City to the Series 2012B Bonds. The Reimbursement Agreement is hereby in all respects authorized, approved, and confirmed and the Mayor and Administrator are hereby authorized, empowered, and directed to execute and deliver the Reimbursement Agreement for and on behalf of the City, including necessary counterparts, in substantially the form and content now on file with the City but with such changes, modifications, additions, or deletions therein as shall to them seem necessary, desirable, or appropriate, their execution thereof to constitute conclusive evidence of their approval of any and all changes, modifications, additions, or deletions therein from the form and content of the Reimbursement Agreement now on file with the City, and that, from and after the execution and delivery of the Reimbursement Agreement, the Mayor and Administrator are hereby authorized, empowered, and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Reimbursement Agreement as executed. 5. A Continuing Disclosure Agreement, dated on or after December 1, 2012 (the Continuing Disclosure Agreement ), between the Authority, the City, and the Trustee, providing for continuing disclosures in accordance with SEC Rule 15c2-12, is in all respects authorized, approved, and confirmed, and the Mayor and the Administrator be, and they hereby are, authorized, empowered, and directed to execute and deliver the Continuing Disclosure Agreement, including necessary counterparts, in substantially the form and content now on file with the City, but with such changes, modifications, additions, and deletions therein as shall to them seem necessary, desirable, or appropriate, their execution thereof to constitute conclusive evidence of their approval of any and all changes, modifications, additions, or deletions therein from the form and content of the Continuing Disclosure Agreement now on file with the City, and that, from and after the execution and delivery of the Continuing Disclosure Agreement, the Mayor and the Administrator are hereby authorized, empowered, and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Continuing Disclosure Agreement as executed. (The remainder of this page is intentionally left blank.)

31 Adopted by the City Council this 13th day of November, CITY OF NORWOOD YOUNG AMERICA, MINNESOTA Mayor Attest: City Clerk

32 City of Norwood Young America DATE: November 13, 2012 TO: Honorable Mayor Diedrick and Members of the City Council FROM: Diane Frauendienst, City Clerk Cc: RE: Tom Simmons, Chelsea Alger, Name additional financial institutes for investment and depository needs. The attached resolution allows city staff to work with US Bank National Association, in addition to local banks, to invest in city funds. Recommendation: A motion to adopt Resolution , a resolution relating to the organization of the City of Norwood Young America by naming additional official depositories.

33 RESOLUTION Resolution RELATING TO THE ORGANIZATION of THE CITY OF NORWOOD YOUNG AMERICA by naming additional official depositories BE IT RESOLVED by the City Council of the City of Norwood Young America, Carver County, Minnesota (City) as follows: Pursuant to Minnesota Statutes, Chapter 118, the City Council adds the following financial institutions as official depositories for municipal funds: U. S. Bank National Association Investment Broker: U. S. Bank National Association Adopted by the City Council this 13 th day of November ATTEST: Mayor Diane Frauendienst, City Clerk-Treasurer

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