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RES 17-62CERTIFICATE CITY OF OTSEGO I, the undersigned being a duly qualified and acting officer of the City of Otsego, Minnesota, hereby attest and certify that: 1. As such officer, I have the legal custody of the original record from which the attached resolution was transcribed. 2. I have carefully compared the attached resolution with the original record of the meeting at which the resolution was acted upon. 3. I find the attached resolution to be a true, correct and complete copy of the original: RESOLUTION GIVING PRELIMINARY APPROVAL TO ISSUANCE OF REVENUE BONDS (RIVERVIEW LANDING, INC. PROJECT), SERIES 2017 4. I further certify that the affirmative vote on said resolution was 4 ayes, 0 nays, and 1 absent/abstention. 5. Said meeting was duly held, pursuant to call and notice thereof, as required by law, and a quorum was present. WITNESS my hand officially as such officer this 24th day of July, 2017. City Clerk Resolution No. 2017-62 RESOLUTION GIVING PRELIMINARY APPROVAL TO ISSUANCE OF REVENUE BONDS (RIVERVIEW LANDING, INC. PROJECT), SERIES 2017 BE IT RESOLVED by the City Council of the City of Otsego (the "City"), as follows: Section 1. Recitals and Findings. I.I. Riverview Landing, Inc., a Minnesota nonprofit corporation, has requested that the City issue its Revenue Bonds (Riverview Landing, Inc. Project), pursuant to Minnesota Statutes, Chapter 462C, as amended (the "Act"), in one or more series, and in aggregate principal amount not to exceed $30,000,000 (the "Bonds"). The proceeds of the Bonds shall be loaned to Riverview Landing, Inc., or an affiliate (the "Borrower"), to provide financing for the acquisition, construction and equipping of a new 142 -unit senior rental housing development, including 126 independent and assisted living apartments and 16 memory care units, all to be located at 9200 Quantrelle Avenue Northeast in the City (the "Project" or the "Development"). The issuance of the Bonds and the financing of the Project are more fully described in the Housing Program prepared pursuant to the Act (the "Housing Program"). The Housing Program is currently on file in the offices of the City Administrator/Finance Director. 1.2. On the date hereof, a public hearing (the "Public Hearing") was held by the city council of the City, with respect to the Housing Program and the issuance of the Bonds, as required by the Act and the provisions of section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code") and regulations thereunder. The Public Hearing was held following publication of notice thereof, not fewer than 15 days in advance of the hearing, in a newspaper of general circulation in the area in which the Project is located. Prior to publication of the notice, a copy of the Housing Program was on file with the City and was separately filed by the City with the regional development commission for the area in which the City is located, if any, all to the extent required by and as contemplated by the Act. Section 2. Approvals and Authorizations. 2.1. The Housing Program, as currently on file in the office of the City Administrator/Finance Director, is hereby approved. 2.2. Preliminary approval is hereby given to the issuance of the Bonds, in an aggregate principal amount not to exceed $30,000,000; provided, however, that the details of the Bonds, the provisions for the payment thereof, and the forms of the legal documents to be entered into by the City in connection therewith shall be subject to final approval by the city council prior to their issuance. The Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City, except the revenues to be received from the Borrower specifically pledged to the payment thereof, and each Bond, when, as and if issued, shall recite in substance that such Bond, including interest thereon, is payable solely from said revenues and funds specifically pledged to the payment thereof, and shall not constitute a debt or pecuniary liability of the City within the meaning of any constitutional or statutory limitation. Adopted by the City Council of the City of Otsego this 24th day of July, 2017, Acting Mayor Attest: City Administrator/Finance Director 4852-1017-6323\2