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RES 12-34Extract of Minutes of a Meeting of the • City Council of the City of Elk River, Minnesota Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Elk River, Minnesota, was duly held at the City Hall in said City on Monday, July 16, 2012, at 6:30 P.M. The following members were present: Mayor John J. Dietz, Councilmembers Nick Zerwas, Jerry Gumphrey, Matt Westgaard, and Paul Motin and the following were absent: none. Member zerwas introduced the following resolution and moved its adoption: RESOLUTION NO. 12-34 RESOLUTION GIVING HOST APPROVAL TO THE ISSUANCE OF CHARTER SCHOOL LEASE REVENUE BONDS UNDER MINNESOTA STATUTES, SECTIONS 469.152 THROUGH 469.1651 • (SPECTRUM HIGH SCHOOL PROJECT) The motion for the adoption of the foregoing resolution was duly seconded by member Gumphrey ,and after full discussion thereof and upon vote being taken thereon, the following voted in favor thereof: Mayor Dietz,. Councilmembers Zerwas, Gumphrey, Westgaard, and Motin and the following voted against the same: no one. whereupon said resolution was declared duly passed and adopted. • 404390v2 JSB EL185-19 RESOLUTION GIVING HOST APPROVAL TO THE ISSUANCE • OF CHARTER SCHOOL LEASE REVENUE BONDS UNDER MINNESOTA STATUTES, SECTIONS 469.152 THROUGH 469.1651 (SPECTRUM HIGH SCHOOL PROJECT) BE IT RESOLVED, by the City Council (the "Council") of the City of Elk River, Minnesota (the "City") as follows: Section 1. General Recitals. The purpose of Minnesota Statutes, Sections 469.152 through 469.1651 as amended, (the "Act"), is, among other things, to promote the welfare of the State of Minnesota (the "State") by the active attraction and encouragement and development of economically sound industry and commerce to prevent so far as possible the emergence of blighted and marginal lands and areas of chronic unemployment. Section 2. Description of the Project. (a) Spectrum Building Company (the "Borrower"), a Minnesota nonprofit corporation and organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code") has proposed that the County of Anoka, Minnesota (the "Issuer") issue revenue bonds under the Act, in one or more series, in an aggregate amount not to exceed $11,400,000 (the "Bonds") to finance (i) the acquisition and equipping of an existing approximately 60,000 square foot school facility (the "Schoolhouse") located at 17796 Industrial Circle Northwest in the City, the acquisition of land, and the installation of certain infrastructure improvements and an athletic field (the "Facility"); (ii) the funding of a debt service reserve • fund; (iii) payment of a portion of the interest on the Bonds; and (iv) payment of the costs of issuing the Bonds (collectively, the "Project"). The Facility will be owned by the Borrower and leased to and operated by the Spectrum High School, a Minnesota nonprofit corporation (the "School"). (b) The City has been advised that the Bonds or other obligations, as and when issued, will not constitute a charge, lien or encumbrance upon any property of the City or the Issuer, except the Project and the revenues to be derived from the Project. Such Bonds or obligations will not be a charge against the general credit or taxing powers of the City or the Issuer, but is payable from sums to be paid by the Borrower pursuant to a revenue agreement. Section 3. Recital of Representations Made by the Borrower. (a) The Borrower has agreed to pay any and all costs incurred by the City in connection with the issuance of the Bonds, whether or not such issuance is carried to completion. (b) The Borrower has represented to the City that no public official of the City has either a direct or indirect financial interest in the Project nor will any public official either directly or indirectly benefit financially from the Project. Section 4. Public Hearin. • (a) As required by the Act and Section 147(f) of the Code a Notice of Public Hearing was published in the City's official newspaper and newspaper of general circulation, for a public 2 404390v2 JSB EL185-19 hearing on the proposed issuance of the Bonds and the proposal to undertake and finance the Project. (b) As required by the Act and Section 147(f) of the Code the City Council has on this same date held a public hearing on the issuance of the Bonds and the proposal to undertake and finance the portion of the Project located within the jurisdictional limits of the City, at which all those appearing who desired to speak were heard and written comments were accepted. Section 5. Host A proval. The City Council hereby gives the host approval required under Section 147(f) of the Code and, pursuant to Minnesota Statutes §471.656, Subd. 2(2), the City Council hereby consents to the issuance of the Bonds. Section 6. Approval of PILOF Payment. In connection with the approval granted herein to the issuance of the Bonds, and the anticipated exemption of the Facility from property taxes due to the acquisition of the Facility by the Borrower, the City Council hereby accepts, as a condition to the approval granted by this Resolution, payment of $194,276 in accordance with an Agreement for Payment in Lieu of Fees to be executed by the Borrower and the City (the "PILOF Agreement"). Section 7. Authorization to Execute Agreements. The form of the proposed PILOF Agreement is hereby approved in substantially the form presented to the City Council, together with such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City's Bond Counsel prior to the execution of the PILOF Agreement, and the Mayor and City Clerk of the City are authorized to execute the PILOF Agreement in the name of and on behalf of the City and such other documents and certificates as the City's Bond Counsel considers appropriate in connection with the issuance of the Bonds. In the event of the absence or disability of the Mayor or City Clerk such officers of the City as, in the opinion of the City Attorney, may act on their behalf, shall without further act or authorization of the City Council do all things and execute all instruments and documents required to be done or executed by such absent or disabled officers. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents and certificates in accordance with the terms hereof. Passed and adopted this 16th day of July, 2012. J J ietz, ATTEST: ~__~~ Tina Allard, City Cler • • • 3 404390v2 JSB EL185-19