97-120 RES EXTRACT 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 or
special meeting of the City Council of the City of Elk River,
Minnesota, was duly held in the Elk River City Hall on
November 17, 1997, commencing at 6:00 P.M., C.T.
The following members of the Council were present:
Mayor Hank Duitsman
Councilmembers: Father, Holmgren, Dietz, Thompson
and the following were absent:
None
Councilmember
During said meeting, V~rh~r
following resolution and moved its adoption:
introduced the
RESOLUTION NO. ~
RESOLUTION AUTHORIZING
THE EXECUTION AND DELIVERY OF A SUPPLEMENT TO
LEASE PURCHASE AGREEMENT A CONTINUING DISCLOSURE AGREEMENT
WHEREAS, the City of Elk River, Minnesota (the "City"),
is authorized, pursuant to Minnesota Statutes, Section 465.71, to
enter into certain lease agreements;
WHEREAS, pursuant to a certain Trust Indenture, dated
as of November 1, 1991 (the "Indenture"), the Elk River Economic
Development Authority (the "Authority") issued its $2,740,000
City Hall and Law Enforcement Facility Revenue Bonds (City of Elk
River Lease Purchase Obligation), Series 1991, dated November 1,
1991 (the "Series 1991 Bonds");
WHEREAS, pursuant to a certain Lease Purchase
Agreement, dated as of November 1, 1991 (the "Lease"), which was
executed and delivered in connection with the issuance of the
Series 1991 Bonds, the Authority leased to the City certain land
and certain buildings constructed and located thereon
(collectively, the "Project"), which the City now occupies and
uses for City Hall and law enforcement purposes, and the City
agreed to pay to the Authority certain Basic Rent (as defined in
the Lease);
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WHEREAS, the City and Authority desire to reduce debt
service costs under the Series 1991 Bonds by the Authority issu-
ing its City Hall and Law Enforcement Facility Revenue Refunding
Bonds, Series 1997 (City of Elk River Lease Purchase Obligation),
dated December 1, 1997 (the "Bonds"), proceeds of which will be
used on February 1, 2000, pursuant to a certain Escrow Agreement,
dated as of December 1, 1997, between the Authority and the
Escrow Agent thereunder, to effect a crossover refunding of the
Series 1991 Bonds;
WHEREAS, in order to issue the Bonds in accordance with
the provisions of the Indenture, it is necessary to execute cer-
tain supplements to the Indenture and the Lease, more specific-
ally, a certain Supplement to Lease Purchase Agreement, dated as
of December 1, 1997 (the "Lease Supplement"), between the City
and the Authority, and a certain Supplement to Trust Indenture,
dated as of December 1, 1997 (the "Indenture Supplement") between
the Authority and the Trustee under the Indenture; and
WHEREAS, with respect to the Bonds, as long as the
Lease (as supplemented by the Lease Supplement) remains in
effect, the City is an obligated person under the provisions of
Rule 15c2-12 (the "Rule") promulgated by the Securities and
Exchange Commission pursuant to the Securities and Exchange Act
of 1934, as amended, and is therefore subject to continuing
disclosure requirements under the Rule; and accordingly, the City
will enter into a certain Continuing Disclosure Agreement, dated
as of December 1, 1997 (the "Continuing Disclosure Agreement"),
with the Trustee:
NOW, THEREFORE, BE IT RESOLVED by the City Council (the
"Council") of the City of Elk River, Minnesota, as follows:
1. Authorization of Bonds; Documents Presented. The
Authority proposes to issue its $. City Hall and Law
Enforcement Facility Revenue Refunding Bonds, Series 1997 (City
of Elk River Lease Purchase Obligation) (the "Bonds"), dated as
of December 1, 1997, payable from rental payments to be made by
the City under the Lease, as amended and supplemented by the
lease Supplement. The Bonds shall bear interest at the rates
prescribed by the Indenture, as supplemented by the Indenture
Supplement. Forms of the following documents (collectively, the
"Bond Documents") relating to the Bonds have been submitted to
the Council and are now on file in the office of the City:
(a) the Lease Supplement; and
(b) the Continuing Disclosure Agreement.
2. Approval and Execution of Bond Documents. The
Mayor and the City Administrator are hereby authorized to execute
and deliver, on behalf of the City, the Bond Documents in
substantially the forms on file with the City, and the Bond
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Documents are hereby approved. Ail of the provisions of the Bond
Documents 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 herein and shall be in full force
and effect from the date of execution and delivery thereof.
3. Approval of Indenture. The City hereby approves
and consents to the execution of the Indenture Supplement and the
Bonds (collectively the "Related Documents") in substantially the
forms submitted to the City.
4. Authorized City Representative. The City
Administrator is hereby designated and authorized to act on
behalf of the City as the City Representative, as defined in the
Indenture.
5. Furnishing of Certificates and Proceedings. The
City Administrator and other officers of the City are authorized
to prepare and furnish to the original purchaser of the Bonds and
to bond counsel for the Bonds certified copies of all proceedings
and records of the City relating to the Bonds, and such other
affidavits and certificates as may be required to show the facts
relating to the Bonds as such facts appear from the books and
records in the officers' custody and control or as otherwise
known to them; and all such. certified copies, certificates and
affidavits, including any heretofore furnished, shall constitute
representations of the City as to the truth of all statements
contained therein.
6. Modifications to Documents. The approval hereby
given to the Bond Documents and Related Documents includes
approval of 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 officials authorized herein
to execute said documents. Said City officials are hereby
authorized to approve said changes on behalf of the City. 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 in accordance with the
terms hereof. In the absence of the Mayor or City Administrator,
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any of the documents authorized by this resolution to be executed
on behalf of the City may be executed by the Actin9 Mayor or the
Acting City Administrator, respectively.
Adopted on November 17, 1997, by the Elk River City
Council.
The motion for the adoption of the foregoing resolution
was duly seconded by Councilmember Holmgren , and
upon vote being taken thereon the following Councilmembers voted
in favor thereof:
Mayor Hank Duitsman
Councilmembers: Father, Holmgren, Dietz, Thompson
and the following voted against the same:
None
whereupon said resolution was declared duly passed and adopted.
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CITY CLERK'S CERTIFICATE
I, the undersigned, being the duly qualified and acting City
Clerk of the City of Elk River, Minnesota, hereby certify that I
have carefully compared and attached the foregoing extract of
minutes of a duly called and regularly held meeting of the City
Council of said City held on November 17, 1997, with the original
thereof on file and of record in my office and the same is a
full, true and complete transcript therefrom insofar as the same
relates to the approval of a certain Supplement to Lease Purchase
Agreement and a certain Continuing Disclosure Agreement relating
to bonds being issued to refinance the costs of the City's City
Hall and law enforcement facilities.
WITNESS my hand as City Clerk and the official seal of the
City this l?th day of November , 1997.
C~ty Clerk
(SEAL)
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