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" 1~ Resolution No. 88-69 It is hereby resolved by the City Council (the "Council") of the City of New Brighton, Minnesota (the "City"), as follows: 1. RECITALS. (a) The City has entered into a certain Contract for Private Development, dated as of January 14, 1988, as amended by a certain First Amendment to Contract for Private Development, dated as of May 17, 1988 (the "Development Agreement") with Golden Pond Limited Partnership, a Minnesota limited partnership (the "Company"), providing for the development within the City of a certain mature adult subsidized rental housing project (the "Project"). (b) In order to further assist the Project, it has been proposed that the City issue its multi-family housing revenue bonds to provide financing to the Company for costs incurred in connection with the Project. (c) In connection with the above bond issue, Marquette Bank Minneapolis, National Association (the "Bank"), has proposed to provide an irrevocable letter of credit to provide security for said bond issue, and the Bank has requested that the City enter into certain agreements respecting the City's assistance to the Project under the Development Agreement. (d) There have been presented for the Council's consideration a certain Subordination and Warranty Agreement (the "Subordination Agreement" ) and a certain Collateral Assignment of City Note (the "Assignment" ) . 2. AUTHORIZATION. The Council hereby approves and authorizes the execution of the Subordination Agreement and the Assignment and authorizes the officers of the City in their discretion to execute the same and there upon to take such actions as may be necessary to implement the terms thereof; provided, however,