Koochiching County Board Minutes

Board Minutes

for

September 1, 2009

REGULAR MEETING OF THE KOOCHICHING COUNTY BOARD OF COMMISSIONERS
Held on Tuesday, September 1, 2009; 10:30 a.m.

OTHERS IN ATTENDANCE: Terry Murray, Alysa Ruelle, Dale Olson, Doug Grindall, Andy Pratt, David Salene, Ward Merrill; Reporters Laurel Beager and Sheldon Slaubaugh

2009/09-01 Motion by McBride, seconded by Lepper to approve the agenda with additions and deletions. Voting yes: Hanson, McBride, Adee, Lepper, Pavleck. Motion carried.

2009/09-02 Motion by Lepper, seconded by Pavleck to approve the minutes from the August 25, 2009 Regular County Board meeting. Voting yes: Hanson, McBride, Adee, Lepper, Pavleck. Motion carried.

2009/09-03 Motion by Pavleck, seconded by McBride to correct the July 28, 2009 County Board Minutes, specifically Board Motion 2009/07-31, to correctly state the term of the Tower Space Agreement with KQDS Acquisition Corporation for a five year renewal from August 1, 2009 through July 31, 2014. Voting yes: Hanson, McBride, Adee, Lepper, Pavleck. Motion carried.

2009/09-04 Motion by Lepper, seconded by Pavleck accepting the employment separation of LPN Berri Baron in the Public Health Department effective September 1, 2009. Voting yes: Hanson, McBride, Adee, Lepper, Pavleck. Motion carried.

2009/09-05 Motion by Pavleck, seconded by McBride to approve payment of the monthly County Board expense claims in the amount of $6,506.65. Voting yes: Hanson, McBride, Adee, Lepper, Pavleck. Motion carried.

2009/09-06 Motion by McBride, seconded by Lepper to adopt the following resolution requiring a cash deposit with the County Auditor/Treasurer before the County takes action on the Jacobson Cartway Petition under M.S. 164.07-08:

That the Petitioner must deposit $10,000 cash security with the Koochiching County Auditor/Treasurer to be placed in escrow to cover costs permitted under Statute;

That if at any time the escrow account falls below $5,000, the Petitioner must replenish the account to $10,000;

That any remaining funds will be refunded to the Petitioner upon proof of payment for all costs permitted under Statute;

That the County reserves the right to amend the cash security deposit as is necessary in acting on the Petition. Voting yes: Hanson, McBride, Adee, Lepper, Pavleck. Motion carried.
2009/09-07 Motion by Pavleck, seconded by McBride accepting the recommendation of the County Assessor to abate Parcel #25-003-00100 for Biggins and Choi, PLLP for tax years payable 2008 and 2009 for reduction in value for acreage correction. Voting yes: Hanson, McBride, Adee, Lepper, Pavleck. Motion carried

2009/09-08 Motion by Lepper, seconded by Pavleck to renew a service contract with Lakeland Pathology for medical examiner services for 2010 pursuant to M.S. 390.31-35 with no change in rates from 2009 and an increase of $1,000 for training as recommended by Administration. Voting yes: Hanson, McBride, Adee, Lepper, Pavleck. Motion carried.

2009/09-09 Motion by Pavleck, seconded by Adee to approve an UCare Minnesota County Participation Agreement and Delegation Agreement for Case Management services as recommended by the Community Service Director and upon approval of the County Attorney. Voting yes: Hanson, McBride, Adee, Lepper, Pavleck. Motion carried

000 The Board received notice of the hire of Alysa Ruelle as a County Social Worker effective September 1, 2009.

000 The Environmental Service Director informed the Board that Bowman Construction, Applicant for rezoning and a CUP for a proposed Quarry Operation in Clementsen, requested an extension for meeting with the County Board to review the finding that the property proposed for the quarry is in the State SFIC Program and whether there are restrictions for a quarry operation on the property. The Environmental Service Director stated that the Rezoning/CUP Application time extension agreement gives the Board until October 2nd so the Director will talk to the Applicant about meeting with the County Board on this issue at one of the remaining scheduled September County Board meetings.

000 The Highway Engineer informed the Board that he has been talking with the State DNR Forestry Road Division about grant funds for graveling 5.5 miles of the Sandmark Trail which connects County Road 86 and the Black River Road. At this time, the proposal from the DNR is a grant of $134,000 for a three inch gravel surface in lieu of the County taking over the road maintenance thereafter. However, the Highway Engineer knowing the level of county funding now provided for maintenance of County and Township Roads does not see how the County can commit to another locally funded road. This portion of road would meet CSAH road criteria but mileage would have to come from other CSAH roads in the County. The Engineer stated he could submit another proposal for a thicker base, 18 inches, which would provide a longer time period for when the County would be obligated to resurface the road, however, this is a higher cost project and the DNR stated that high cost projects are unlikely to receive full funding. The Board agreed to have the Highway Engineer continue discussions for graveling this section of road due to its poor condition.

000 The Highway Engineer submitted his recommendation for the County to accept MnDot’s proposal for Koochiching County to accept TH 332 from TH 53 to TH 11 as a turnback route in exchange for a $3.5 million payment to the County. As explained previously, the turnback route would be designated as a CSAH Road and therefore maintenance and any reconstruction needs would be covered by the CSAH Funding allocated to the County, which the Engineer stated is sufficient to add this section to the County’s CSAH system. In addition, because this is a turnback situation, designating this section of road as a CSAH does not require taking CSAH miles from other roads in the County. The $3.5 million would go into the County Highway Fund. As explained by the Engineer, if the County does not accept this proposal the funding will be reverted by MnDot for other turnback proposals in the State. The Administration Director reiterated from the morning’s 2010 County Budget review, that after the planned reserve spending from the County Highway Fund for the 2009 County Budget, the County Highway Fund is expended; meaning there is no cash flow and is no longer a source of county funding for the Highway Budget. This $3.5 million will replenish the Fund’s cash flow and provide county dollar funding for the Highway Budget needs (equipment and county/township road maintenance). Commissioners agreed that this is a funding opportunity for the County Budget and County taxpayers that can’t be passed up. In lieu of this proposal, the County is certainly looking at bonding for replacement of Highway equipment and maintenance of County and Township Roads, which is a cost to the local taxpayer.

2009/09-10 Motion by Pavleck, seconded by Lepper adopting the following resolution to accept MnDot’s Turnback Proposal:

WHEREAS, MnDot has proposed that Koochiching County accept responsibility for that section of TH 332 between TH 53 and TH 11 as a turnback; and

WHEREAS, it has been determined that Koochiching County will accept a lump sum payment of $3.5 million in exchange for not receiving future “needs” on this route; and

WHEREAS, Koochiching County will continue to be allowed to use CSAH Maintenance Funds for the maintenance of this route and CSAH Construction Funds for any future reconstruction project; and

WHEREAS, municipal approval must be given by the City of International Falls; and

WHEREAS, a change in the description of TH 332 will have to be approved by the Minnesota Legislature.

NOW THEREFORE BE IT MUTAULLY AGREED THAT Koochiching County approves MnDot’s proposal and requests that MnDot begin the process for the turnback to occur.

FURTHER, that due to funding needs to the County Budget, that the Koochiching County Board send a formal letter to the City of International Falls requesting their timely approval of the turnback route to the County and to send a letter to State Legislators requesting their support for the required legislation change to allow the turnback. Voting yes: Hanson, McBride, Adee, Lepper, Pavleck. Motion carried.

000 The Board Chair called for public comment at 11:35 a.m. No comment was presented. The Board recessed the meeting until 1:30 p.m.

000 The Board Chair opened a public hearing at 1:30 p.m. for the purpose of receiving public comment on a proposal for the County to issue tax exempt Series A and B Revenue Bonds for the Backus 3rd Floor Renovation Project. The Backus Director, Financial Consultant and Bond Counsel for the Project were present. The required public hearing notice was published and the Administration Director stated that no written public comment was received on this issue. It was also stated that the City of International Falls consented to the bond issue which was required under law. Project representatives explained the project and bonding request. Backus has secured agreements from two substantial organizations for leasing the third floor of the Community Center, one being a non-profit organization and the other a for-profit organization. These leases will be a long term revenue source for the Facility as well as a funding source for repayment of the 3rd Floor Project financing. In looking at funding options for the project, it is proposed that the County, as a conduit for tax exempt bonding, issue Revenue Bonds - Series A Notes for non-profit and Series B Notes for-profit, noting that the County is only the conduit for providing tax exempt bonding (interest earnings on the bond note is tax exempt) and has no liability and/or debt exposure for the project. The County would enter into a loan agreement with Backus followed by an assignment of the loan and provision of the Bond Notes to the Bank, which in turn will be the financing source for the project. As required under law, the County will be required to submit a bonding application to the MN Department of Employment and Economic Development Division and that in order to issue the Series B Recovery Zone Facility Bonds, the County would also need to establish a Recovery Zone before it can issue these bonds. The Recovery Zone is a new bonding authority given to certain counties and cities through the federal stimulus package for areas meeting criteria of general economic distress. Koochiching County was granted bonding authority of $230,000 for Recovery Zone Facility Bonds for-private financing and $153,000 for Recovery Zone Economic Development Bonds for non-profit/public financing. The Backus Project is requesting the full $230,000 Recovery Zone Facility Bonds for the private development of the 3rd Floor Project. Though not related to this financing request, the Recovery Zone Economic Development Bonding authority was discussed. This authority is a taxable bond but that as part of the federal stimulus package, the federal government would pay 45% of the interest due to the extent that funding is available. Bonding authority under the Recovery Zone has to be used by 2010. To accommodate both bond issues and in viewing the criteria for a Recovery Zone, it was recommended the Recovery Zone be established county-wide and will then be established also for use of the Economic Development Bond issue should the County Board decide it wants to use this authority. The Board Chair called for public comment on the bond issue proposal. No public comment was presented and the hearing was closed at 1:55 p.m.

2009/09-11 Motion by Lepper, seconded by McBride adopting the following resolution for designating a Recovery Zone pursuant to the American Recovery and Reinvestment Act of 2009. Voting yes: Hanson, McBride, Adee, Lepper, Pavleck. Motion carried.

BE IT RESOLVED by the Board of Commissioners (the “Board”) of Koochiching County, Minnesota (the “County”) as follows:
1. Background. It is hereby determined that:
(a) The American Recovery and Reinvestment Act of 2009, Pub. L. No. 111-5, 123 Stat. 115 (2009) (“ARRA”) authorizes municipalities to, among other actions, issue Recovery Zone Economic Development Bonds (“RZEDB”), a type of Build America Bond, and Recovery Zone Facility Bonds (“RZFB”), a type of “private activity bond” under the Internal Revenue Code of 1986, as amended (the “Code”).
(b) ARRA provides that the proceeds of a RZEDB are to be used for one or more “qualified economic development purposes” undertaken in a designated recovery zone. A “qualified economic development purpose” includes (i) capital expenditures paid or incurred with respect to property located in a recovery zone, (ii) expenditures for public infrastructure and construction of public facilities, and (iii) expenditures for job training and educational programs.
(c) ARRA provides that the proceeds of a RZFB are to be used to finance certain qualifying uses of “recovery zone property.” In the context of a RZFB, “recovery zone property” means any depreciable property that (i) was constructed, reconstructed, renovated, or acquired by purchase by a taxpayer after the date on which the designation of the recovery zone took effect, (ii) the original use of which in the recovery zone commences with the taxpayer, and (iii) substantially all of the use of which is in a designated recovery zone and is in the active conduct of a “qualified business” by the taxpayer in such zone. A “qualified business” means any trade or business except for businesses that consist of residential rental property as defined in Section 168(e)(2) of the Code and businesses consisting of the operation of any facility described in Section 144(c)(6)(B) of the Code (any private or commercial golf course, country club, massage parlor, hot tub facility, suntan facility, racetrack or other facility used for gambling, or any store the principal business of which is the sale of alcoholic beverages for consumption off premises).
(d) For the purposes of ARRA, a “recovery zone” is any area designated by an issuer of a RZEDB or a RZFB as having significant poverty, unemployment, rate of home foreclosures, or general distress.
(e) ARRA provided volume caps of $10 billion of RZEDB’s and $15 billion of RZFB’s that may be issued by issuers nationwide before January 1, 2011. The nationwide volume cap has been further allocated by the Internal Revenue Service and the U.S. Treasury Department to large municipalities and counties. The County’s RZEDB allocation for 2009 and 2010 is $153,000. The County’s RZFB allocation for 2009 and 2010 is $230,000.
(f) The County desires to designate a recovery zone pursuant to the guidelines provided in ARRA in order to issue one or more RZEDB’s and/or RZFB’s to finance qualified economic development purposes and use of recovery zone property by a qualified business, respectively.
2. Designation of Recovery Zone.
(a) Pursuant to the guidelines for designating a recovery zone in ARRA, the Board hereby finds and determines that the entire corporate limits of the County are experiencing significant poverty, unemployment, and general distress. The data supporting this conclusion is collected and described on EXHIBIT A.
(b) The data supporting the criteria for designating a recovery zone are generally available on a County-wide basis, which supports the determination that the entire County is to be located in a recovery zone. There is little or no data in existence which separately analyzes information from disparate areas of the County, such as individual economic data on smaller cities within the County or unorganized territory within the County.
(c) The data on EXHIBIT A regarding the rate of home foreclosures show that the rate of home foreclosures in the County is less than the rates in Greater Minnesota and the Twin Cities Metro Area. However, ARRA only requires that municipalities determine that one of the criteria for designating recovery zones (significant poverty, unemployment, rate of home foreclosures, or general distress) applies in order to designate a recovery zone. Additionally, as described in EXHIBIT A, it is reasonable to conclude that home foreclosures may rise in the County in the future.
(d) Internal Revenue Service Notice 2009-50, Section 5.06, provides that any State, county, or large municipality that receives a volume cap allocation for RZEDB’s or RZFB’s may make designations of recovery zones in any reasonable manner as it shall determine in good faith in its discretion. Therefore, after reviewing the relevant criteria and supporting information on EXHIBIT A, the Board hereby designates the entire corporate limits of the County as a recovery zone under ARRA.
(e) The corporate limits of the County are shown on the map, EXHIBIT B.

2009/09-12 Motion by Pavleck, seconded by Adee adopting the following resolution for authorizing the issuance, sale and delivery of its revenue bonds; approving the form of and authorizing the execution and delivery of the bonds and the related documents; and providing for the security, rights and remedies with respect to the Bonds. Voting yes: Hanson, McBride, Adee, Lepper, Pavleck. Motion carried.

WHEREAS, Koochiching County, Minnesota (the “County”), is a public body corporate and political subdivision duly organized and existing under the Constitution and laws of the State of Minnesota; and

WHEREAS, pursuant to the Constitution and laws of the State of Minnesota, particularly Minnesota Statutes, Sections 469.152 through 469.165, as amended (the “Act”), the County is authorized to carry out the public purposes described therein and contemplated thereby by issuing its revenue bonds or other obligations to make a loan to finance or refinance real or personal property used or useful in connection with a revenue-producing enterprise, which includes the financing of the costs of the construction, renovation and equipping of an existing community center; and

WHEREAS, the County has received a request from Citizens for Backus/AB, Inc., a Minnesota nonprofit corporation (the “Borrower”), that the County issue its revenue obligations to finance the construction, renovation and equipping by the Borrower of the third floor of the Borrower’s community center facility, located at 900 Fifth Street in the City of International Falls, Minnesota (the “Project”); and

WHEREAS, the Borrower has proposed that the County issue its: (i) Revenue Note (Citizens for Backus Project), Series 2009A (the “Series 2009A Note”); and (ii) Recovery Zone Facility Note (Citizens for Backus Project), Series 2009B (the “Series 2009B Note” and collectively with the Series 2009A Note, the “Notes”) to assist with the financing of a portion of the Project; and

WHEREAS, the County has prepared an Application to the Minnesota Department of Employment and Economic Development (“DEED”) for approval of the Project pursuant to the requirements of Section 469.154 of the Act; and

WHEREAS, pursuant to Section 469.153, Subdivision 3 of the Act, the County may exercise the powers allowed to it under the Act because the City of International Falls, Minnesota (the “City”), by its City Council, has consented to the issuance of the Notes on behalf of the Borrower, pursuant to Resolution No.33-09, adopted by the City Council of the City on August 17, 2009; and

WHEREAS, a notice (the “Public Notice”) of public hearing (in which a general, functional description of the Project was provided, as well as the maximum aggregate face amount of the obligations to be issued with respect to the Project, the identity of the initial owner, operator, or manager of the Project, and the location of the Project by street address) was published in the Daily Journal, which is a newspaper circulating generally in the County at least fifteen (15) days before the regularly scheduled meeting of the Board of Commissioners of the County (the “Board”) on September 1, 2009, and the Board has conducted a public hearing at which a reasonable opportunity was provided for interested individuals to express their views, both orally and in writing, on the proposed issuance of the Notes and the location and nature of the Project; and

WHEREAS, the Borrower is negotiating with a financial institution (the “Lender”) to purchase the Notes through a private placement; and

WHEREAS, the proceeds derived from the sale of the Notes are proposed to be loaned to the Borrower under the terms of a Loan Agreement, dated as of September 1, 2009 (the “Loan Agreement”), entered into by and between the County and the Borrower, and said proceeds are to be applied by the Borrower, together with other funds of the Borrower, to finance the Project; and

WHEREAS, the loan repayments required to be made by the Borrower under the terms of the Loan Agreement will be assigned from the County to the Lender (once the Lender is identified) under the terms of an Assignment of Loan Agreement, dated as of September 1, 2009 (the “Assignment”), between the County and the Lender;

WHEREAS, the obligations of the Borrower under the terms of the Loan Agreement will be secured by a Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents, dated as of September 1, 2009 (the “Mortgage”), executed by the Borrower in favor of the Lender (once the Lender is identified); and

WHEREAS, the Notes and the interest on the Notes: (i) shall not constitute general or moral obligations of the County and shall be payable solely from the revenues pledged therefore; (ii) shall not constitute a debt of the County within the meaning of any constitutional or statutory limitation; (iii) shall not constitute nor give rise to a pecuniary liability of the County or a charge against its general credit or taxing powers; and (iv) shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the County other than the County’s interest in the Project and the Loan Agreement.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF KOOCHICHING COUNTY, MINNESOTA, AS FOLLOWS:

1. The County Administration Director is hereby authorized and directed to do all other things and take all other actions as may be necessary or appropriate to prepare and submit the application to DEED required by the terms of the Act and to take all other actions related thereto and required by any other applicable laws and regulations.

2. The Board acknowledges, finds, determines, and declares that the issuance of the Notes is authorized by the Act and is consistent with the purposes of the Act and that the issuance of the Notes and the other actions of the County under this Resolution, the Notes, the Loan Agreement, and the Assignment constitute a public purpose and are in the best interests of the County.

3. Pursuant to a resolution adopted by the Board on the date hereof, the Board designated the corporate limits of the County as a recovery zone (the “Recovery Zone”) pursuant to the American Recovery and Reinvestment Act of 2009, Pub. L. No. 111-5, 123 Stat. 115 (2009) (“ARRA”). This designation authorizes the County to issue the Series 2009B Note as a Recovery Zone Facility Bond, the proceeds of which will be used to provide a portion of the financing of the Project.

4. It is determined by the Board that the proceeds of the Series 2009B Note will be used to finance certain qualifying uses of “recovery zone property.” Pursuant to ARRA, the Project qualifies as “recovery zone property” because it is depreciable property that will be (i) renovated by the Borrower after the date on which the designation of the Recovery Zone took effect (September 1, 2009), (ii) the original use of which in the Recovery Zone will commence with the Borrower, and (iii) substantially all of the use of which will be in the designated Recovery Zone and will be in the active conduct of a “qualified business” by the Borrower in the Recovery Zone. The Borrower’s use of the Project as the third floor of its community center facility is hereby determined to be a “qualified business” as defined under ARRA.

5. In order to apply all or a portion of the proceeds of the Series 2009B Note to reimburse the Borrower for a portion of the Project expenditures paid prior to the date of issuance of the Series 2009B Note, U.S. Treasury Regulations, Section 1.150-2 (the “Regulations”), require that the Board adopt a statement of official intent to reimburse such original expenditures not later than sixty (60) days after payment of the original expenditures. The Regulations also generally require that the Series 2009B Note be issued and the “reimbursement allocation” made from the proceeds of the Series 2009B Note occur within three years after the later of: (i) the date the expenditure is paid; or (ii) the date the Project is placed in service or abandoned. The estimated maximum principal amount of tax-exempt bonds expected to be issued to finance the Project and subject to this reimbursement official intent (i.e. the Series 2009B Note) is $230,000. The Borrower is separately making a reimbursement official intent for the Series 2009A Note. All reimbursed expenditures shall be capital expenditures, a cost of issuance of the Notes, or other expenditures eligible for reimbursement under Section 1.150-2(d) (3) of the Regulations.

6. For the purposes set forth above, there is hereby authorized the issuance, sale, and delivery of the Notes in one or more series in the maximum aggregate principal amount not to exceed $630,000. The Notes shall bear interest at a rate not to exceed 5.50 percent (5.50%) per annum (as adjusted in accordance with the terms of the Notes). The Notes shall be designated, numbered, dated, mature, subject to redemption prior to maturity, in such form, and shall have such other terms, details, and provisions as are set forth in the forms of the Notes now on file with the Board, with the amendments referenced herein. All of the provisions of the Notes, when executed as authorized herein, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Notes shall be substantially in the forms on file with the Board, which forms are hereby approved, with such necessary and appropriate variations, omissions and insertions (including changes to the aggregate principal amount of the Notes, the stated maturities of the Notes and the maturity dates, the interest rates on the Notes, and the terms of redemption of the Notes) as the Chair and the County Administration Director, in their discretion, shall determine. The execution of the Notes with the manual or facsimile signatures of the Chair and the County Administration Director and the delivery of the Notes by the County shall be conclusive evidence of such determination.

7. The Notes shall be special limited obligations of the County payable solely from the revenues provided by the Borrower pursuant to the Loan Agreement, and the property, revenues and assets mortgaged, pledged and assigned by the Borrower under the terms of the Mortgage.

8. The Chair and the County Administration Director are authorized and directed to execute and deliver the Loan Agreement and the Assignment on behalf of the County. All of the provisions of the Loan Agreement and the Assignment, when executed and delivered as authorized herein, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Loan Agreement and the Assignment shall be substantially in the forms on file with the County which are approved, with such omissions and insertions as do not materially change the substance thereof, or as the Chair and the County Administration Director, in their discretion, shall determine, and the execution thereof by the Chair and the County Administration Director shall be conclusive evidence of such determination.

9. The Chair and the County Administration Director are authorized and directed to execute and deliver, on behalf of the County, such other documents as are necessary or appropriate in connection with the issuance, sale, and delivery of the Notes, including the Information Return for Tax-Exempt Private Activity Bond Issues, Form 8038, and all other documents and certificates as shall be necessary and appropriate in connection with the issuance, sale, and delivery of the Notes. The County hereby authorizes Kennedy & Graven, Chartered, as bond counsel, to prepare, execute, and deliver its approving legal opinions with respect to the Notes.

10. Except as otherwise provided in this Resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the County or the Board by the provisions of this Resolution or of the aforementioned documents shall be exercised or performed by the County or by such members of the Board, or such officers, board, body or agency thereof as may be required or authorized by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the aforementioned documents shall be deemed to be a covenant, stipulation, obligation or agreement of any member of the Board, or any officer, agent or employee of the County in that person’s individual capacity, and neither the Board nor any officer or employee executing the Notes shall be liable personally on the Notes or be subject to any personal liability or accountability by reason of the issuance thereof. No provision, covenant or agreement contained in the aforementioned documents, the Notes or in any other document relating to the Notes, and no obligation therein or herein imposed upon the County or the breach thereof, shall constitute or give rise to any pecuniary liability of the County or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants and representations set forth in such documents, the County has not obligated itself to pay or remit any funds or revenues, other than funds and revenues derived from the Loan Agreement and the Assignment which are to be applied to the payment of the Notes, as provided therein.
11. Except as herein otherwise expressly provided, nothing in this Resolution nor in the aforementioned documents expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation, other than the County or any owner of the Notes issued under the provisions of this Resolution, any right, remedy or claim, legal or equitable, under and by reason of this Resolution or any provisions hereof, this Resolution, the aforementioned documents and all of their provisions being intended to be and being for the sole and exclusive benefit of the County and any owner from time to time of the Notes issued under the provisions of this Resolution.
12. In case any one or more of the provisions of this Resolution, or of the aforementioned documents, or of the Notes issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Resolution, or of the aforementioned documents, or of the Notes, but this Resolution, the aforementioned documents, and the Notes shall be construed and endorsed as if such illegal or invalid provisions had not been contained therein.
13. The Notes, when executed and delivered, shall contain recitals that they are issued pursuant to the Act, and such recitals shall be conclusive evidence of the validity of the Notes and the regularity of the issuance thereof, and that all acts, conditions, and things required by the laws of the State of Minnesota relating to the adoption of this Resolution, to the issuance of the Notes, and to the execution of the aforementioned documents to happen, exist and be performed precedent to the execution of the aforementioned documents have happened, exist and have been performed as so required by law.
14. The officers of the County, bond counsel, other attorneys, engineers, and other agents or employees of the County are hereby authorized to do all acts and things required of them by or in connection with this Resolution, the aforementioned documents, and the Notes for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Notes, the aforementioned documents and this Resolution. In the event that for any reason the Chair is unable to carry out the execution of any of the documents or other acts provided herein, any other member of the Board shall be authorized to act in his capacity and undertake such execution or acts on behalf of the County with full force and effect, which execution or acts shall be valid and binding on the County. If for any reason the County Administration Director is unable to execute and deliver the documents referred to in this Resolution, such documents may be executed by any member of the Board or any officer of the County delegated the duties of the County Administration Director, with the same force and effect as if such documents were executed and delivered by the County Administration Director.
15. The County will not designate the Notes as “qualified tax-exempt obligations” under Section 265(b) (3) of the Internal Revenue Code of 1986 (the “Code”), as amended by Section 1502 of the American Recovery and Reinvestment Tax Act of 2009, but it is expected that the Borrower will designate the Series 2009A Note as a “qualified tax-exempt obligation” pursuant to such amended provisions of the Code.
16. This Resolution shall be in full force and effect from and after its passage.

2009/09-13 Motion by Adee, seconded by McBride to adjourn the meeting at 2:00 p.m. Voting yes: Hanson, McBride, Adee, Lepper, Pavleck. Motion carried.