2. EDSR 02-04-2013 - Laserfiche WebLink

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YMCA OF THE GREATER TWIN CITIES BOARD OF DIRECTORS RESOLUTION WHEREAS,the Economic Development Authority for the City of Elk River(the"EDA")proposes to refund its outstanding General Obligation Bonds,Series 2007B(the"Prior Bonds"),the proceeds of which were used to finance the acquisition and betterment of a recreational facility located at 13337 Business Center Drive NW in Elk River(the"Project"),owned by the EDA and leased to YMCA of the Greater Twin Cities (formerly known as The Young Men's Christian Association of Metropolitan Minneapolis,collectively,the "YMCA")pursuant to a Lease Agreement,dated as of August 20,2007(the"Lease").The EDA believes that it is desirable and necessary that there be issued general obligation refunding bonds to refund the Prior Bonds to achieve debt service cost savings;and WHEREAS,it is proposed that the EDA will issue its General Obligation Refunding Bonds, Series 2013A, in the approximate original aggregate principal amount not to exceed$10,000,000(the"Bonds")to refund the Prior Bonds,and to pay certain costs and expense incidental to the issuance of the Bonds;and WHEREAS,pursuant to the Lease,the YMCA pays"Basic Rent"in an amount equal to one-third of the principal and interest due on the Bonds and has covenanted not to do or fail to do anything that would affect the tax-exempt status of the Bonds;and WHEREAS,it is proposed that the YMCA execute and deliver certain documents to be prepared in connection with the issuance of the Bonds, including a Tax Exemption.Agreement, dated the date of issuance of the Bonds,between the YMCA and the EDA(the"Tax Exemption Agreement");and NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF YMCA OF THE GREATER TWIN CITIES as follows: 1. The YMCA hereby consents to the issuance of the Bonds subject to the following conditions: (a)the present value of the debt service on the Bonds(computed to their stated maturity dates) shall be lower by at least 5% than the present value of the debt service on the Refunded Bonds, (b) the principal amount of the Bonds shall not exceed$10,000,000,and(c)the final maturity of the Bonds shall be no later than February 1,2033. 2. Each of the President, Executive Director, the Vice President or Secretary of the YMCA (each an"Authorized Officer"),acting singly,is hereby authorized to execute and deliver the Tax Exemption Agreement. 3. The Authorized Officers of the YMCA are hereby authorized and directed to do and perform all acts and to execute and deliver all such documents and certificates as may be necessary, advisable, or convenient and proper to carry out the intent of the foregoing provisions of this resolution and to fully comply with the requirements for using the facility fmanced with the proceeds of the Bonds and complying with the terms of the Tax Exemption Agreement. 4. All other and further actions of the members of the Board of Directors of the YMCA and all officers, agents, and employees of the YMCA that are deemed necessary or appropriate in order to consummate the transactions described in this resolution and the documents referenced above, whether heretofore or hereafter taken or done,which are consistent with the purpose and intent of this resolution,are hereby in all respects approved,authorized,ratified,and confirmed. 417029y1 JSB EL185-21