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CITY OF ELK RIVER <br />RESOLUTION NO. I I - <br />RESOLUTION APPROVING CONSENT TO MERGER OF THE YOUNG <br />MEN'S CHRISTIAN ASSOCIATION OF METROPOLITAN <br />MINNEAPOLIS AND YOUNG MEN'S CHRISTIAN ASSOCIATION <br />OF THE GREATER TWIN CITIES <br />BE IT RESOLVED By the City Council ("Council) of the City of Elk River, Minnesota (the <br />"City") as follows: <br />Section 1. Recitals. <br />1.01. The Young Men's Christian Association of Metropolitan Minneapolis ("YMCA") <br />entered into a Lease Agreement with the Economic Development Authority for the City of Elk River <br />(the "Authority') dated as of August 20, 2007 (the "Lease"), under which the Authority leases a <br />recreational facility (the "Project") to YMCA. <br />1.02. Construction of the Project was financed in part with proceeds of the Authority's <br />$10,000,000 General Obligation Bonds, Series 2007 and $2,000,000 General Obligation Bonds, Serves <br />2008A (together, the `Bonds"), which Bonds are secured in part with lease payments under the Lease. <br />1.03. The YMCA has proposed to merge with the YMCA of Greater St. Paul to form a single <br />entity known as the Young Men's Christian Association of the Greater Twin Cities ("Y-GTC"). <br />1.04. YMCA has requested that the Authority and city consent to the merger, such that Y- <br />GTC assumes all obligations of YMCA under the Lease. <br />1.05. The Council has reviewed a form of Consent to merger of The Young Men's Christian <br />Association of Metropolitan Minneapolis and Young Men's Christian Association of the Greater Twin <br />Cities (the "Consent's and has determined that it is in the best interest of the Authority and the City of <br />Elk River to approve such Consent. <br />Section 2. City Approval: Further Proceedings. <br />2.01. The Consent as presented to the Council is hereby in all respects approved, subject to <br />approval by the board of commissioners of the Authority, and subject to modifications that do not alter <br />the substance of the transaction and that are approved by the President and Executive Director of the <br />Authority, provided that execution of the documents by such officials shall be conclusive evidence of <br />approval. <br />2.02. City officials are hereby authorized to execute on behalf of the city any documents <br />requiring execution by the city in order to carry out the transaction described in the Consent. <br />Approved by the City Council of the City of Elk River, Minnesota this 12'~ day of December, <br />2011. <br />John J. Dietz, Mayor <br />ATTEST: <br />Tina Allard, City Clerk <br />395671v1 SJB EL185-6 <br />