1. MIDA bond refinancing-Pioneer House

RESOLUTION RELATING TO PIONEER HOUSE ASSISTED LIVING, INC. AUTHORIZING THE ISSUANCE OF REVENUE REFUNDING NOTES (PIONEER HOUSE ASSISTED LIVING, INC.), SERIES 2014, AND APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS RELATING THERETO BE IT RESOLVED by the Board of County Commissioners of Cass County, North Dakota(the "County"), as follows: Section 1. Recitals. 1.1. The County is authorized and empowered by the Municipal Industrial Development Act of 1955, North Dakota Century Code, Chapter 40-57, as heretofore and hereafter amended (the "Act"), (i) to issue revenue bonds to pay the cost of a "project" as defined in Section 40-57-02(3) of the Act, including retiring all or any part of the existing indebtedness incurred in the acquisition and betterment of any hospital, nursing home or other health care facilities comprising a project, and (ii) to enter into a loan agreement with a nonprofit corporation in such manner that payments required thereby to be made by such corporation shall be fixed, and revised from time to time as necessary, so as to produce income and revenue sufficient to provide for the prompt payment of principal of and interest on such revenue bonds when due. 1.2. Pioneer House Assisted Living, Inc., a Minnesota nonprofit corporation (the "Corporation"), which now owns and operates a 48-unit assisted living facility in the County, has requested that the County issue pursuant to the Act one or more revenue notes (the "Series 2014 Note") in the principal amount not to exceed $3,700,000 to refund the County's outstanding Revenue Note (Pioneer House Assisted Living, Inc.) Series 2010 (the "2010 Note") which financed the acquisition, construction, renovation, equipping and furnishing of a 48-unit assisted living facility for the elderly at 3540 University Drive South, Fargo, North Dakota (the "Project"). The Project constitutes a"project" as defined in Section 40-57-02(3) of the Act. 1.3. Drafts of the following documents relating to the Series 2014 Note have now been presented to the Board of County Commissioners for review and shall be filed in the office of the County Auditor: (a) a Loan Agreement (the "Loan Agreement"), between the County and the Corporation, whereby the County agrees to lend the proceeds of the Series 2014 Note to the Corporation and the Corporation agrees to pay the loan in installments at times and in amounts sufficient to pay the principal of, premium, if any, and interest on the Series 2014 Note when due; (b) an Assignment of Loan Agreement (the "Assignment of Loan Agreement"), whereby the County assigns its interest in the Loan Agreement to Bremer Bank,National Association(the "Purchaser"); and (c) the form of the Series 2014 Note.