5.2.A. SR 01-22-2008REQUEST FOR ACTION
ver
To Item Number
Ci Council 5.2.A.
Agenda Section Meeting Date Prepared by
Administration anua 22, 2008 Tim Simon, Finance Director
Item Description Reviewed by
Resolution Authorizing a Continuing Disclosure Undertaking Lori Johnson, Ci Administrator
with Regard to the Issuance of $2,000,000 General Obligation Reviewed by
Bonds, Series 2008A of the Economic Development Authority
for the Ci of Elk River, Minnesota
Action Requested
It is requested that the Mayor and City Council adopt the following:
Resolution 08- Authorizing a Continuing Disclosure Undertaking with Regard to the
Issuance of $2,000,000 General Obligation Bonds, Series 2008A of the Economic Development
Authority for the City of Elk River, Minnesota
Background/Discussion
The Economic Development Authority is issuing bonds to construct a recreational facility to be leased to
the YMCA. The bonds are General Obligation of the EDA/City and as such are secured by a pledge of
the EDA/City. The City is also responsible for Continuing Disclosure with the bonds. The continuing
disclosure requirements primarily involve continual reporting of information such as material events that
could affect the bonds and annual financial information.
Financial Impact
The EDA will levy for the debt service which can be written down on an annual basis.
Attachments
^ Resolution 08- Authorizing a Continuing Disclosure Undertaking with Regard to the
Issuance of $2,000,000 General Obligation Bonds, Series 2008A of the Economic Development
Authority for the City of Elk River, Minnesota
Council Action Motion by Second by Vote
Follow Up
C:\Documents and Settings\jmiller\Local Settings\Temporary Internet Files\OLK3E\5 2continuing disclosure (3).doc
EXTRACT OF MINUTES OF A MEETING
OF THE CITY COUNCIL OF THE
CITY OF ELK RIVER, MINNESOTA
HELD: January 22, 2008
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 at the City Hall on January 22,
2008, at 6:30 P.M.
The following members were present:
and the following were absent:
Member
adoption:
introduced the following resolution and moved its
RESOLUTION 08-_
RESOLUTION AUTHORIZING A CONTINUING DISCLOSURE
UNDERTAKING WITH REGARD TO THE ISSUANCE OF $2,000,000
GENERAL OBLIGATION BONDS, SERIES 2008A OF THE ECONOMIC
DEVELOPMENT AUTHORITY FOR THE CITY OF ELK RIVER,
MINNESOTA
A. WHEREAS, the Economic Development Authority for the City of Elk
River, Minnesota, a body corporate and politic (the "Authority"), will provide for the
acquisition and betterment of a recreational facility (the "Project") to be leased to the
YMCA; and
B. ~1HEREAS, at the request of the Authority, on October 15, 2007, the
Council adopted and approved Ordinance No. 07-13 (the "Ordinance"), authorizing the
issuance of general obligation bonds of the City by the Authority in an aggregate principal
amount not exceeding $2,000,000. The Ordinance was duly adopted, after following all
applicable procedures in relation to its approval prescribed by the laws of the State of
Minnesota. The Ordinance has not been repealed, suspended or amended and remains in
full force and effect on the date hereof. In order to finance the Project, the Authority will
issue its $2,000,000 aggregate principal amount of General Obligation Bonds, Series 2008A,
dated February 20, 2008 (the "Bonds"), pursuant to a resolution adopted by the Board of
Commissioners of the Authority on January 22, 2008 (the "Resolution"); and the Bonds are
hereby found and determined by the Council to be within the authorization and limits
prescribed by the Ordinance.
C. WHEREAS, the Authority is the issuer of the Bonds, however, 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 the City is therefore subject to continuing disclosure requirements under
the Rule and accordingly, the City hereby agrees to enter into a Continuing Disclosure
Undertaking (the "Continuing Disclosure Undertaking").
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Elk
River, Minnesota, as follows:
1. Continuing Disclosure. The City is the sole obligated person with respect to
the Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the
"Rule"), promulgated by the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended, and the Continuing
Disclosure Undertaking to:
(a) provide or cause to be provided to each nationally recognized municipal
securities information repository ("NRMSIR") and to the appropriate state information
depository ("SID"), if any, for the State of Minnesota, in each case as designated by the
Commission in accordance with the Rule, certain annual financial information and operating
data in accordance with the Continuing Disclosure Undertaking.
(b) Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or
to the Municipal Securities Rulemaking Board ("MSRB") and (ii) the SID, notice of the
occurrence of certain material events with respect to the Bonds in accordance with the
Continuing Disclosure Undertaking.
(c) Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or
to the MSRB and (ii) the SID, notice of a failure by the City to provide the annual financial
information with respect to the City described >n the Continuing Disclosure Undertaking.
(d) The City agrees that its covenants pursuant to the Rule set forth in this
paragraph and in the Continuing Disclosure Undertaking are intended to be for the benefit
of the holders and any other beneficial owners of the Bonds and shall be enforceable on
behalf of such holders and beneficial owners; provided that the right to enforce the
provisions of these covenants shall be limited to a right to obtain specific enforcement of the
City's obligations under the covenants.
The Mayor and Administrator, or any other officer of the City authorized to act in
their place (the "Officers") are hereby authorized and directed to execute on behalf of the
City the Undertaking in substantially the form on file with the Administrator, subject to such
modifications thereof or additions thereto as are (i) consistent with the requirements under
the Rule, (ii) required by the Purchaser of the Bonds and (iii) acceptable to the Officers.
2. Furnishing of Certificates and Proceedings. The Mayor, Administrator and
other officers of the City are authorized and directed to prepare and furnish to the purchaser
of the Bonds and bond counsel, 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 legality of 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.
The motion for the adoption of the foregoing resolution was duly seconded by
member ,and upon vote being taken thereon the following voted in
favor thereof:
and the following voted against the same:
Whereupon the resolution was declared duly passed and adopted.
ATTEST:
Stephanie Klinzing, Mayor
Tina Allard, City Clerk
STATE OF MINNESOTA )
COUNTY OF SHERBURNE) SS
CITY OF ELK RNER )
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 meeting of the City Council held January 22, 2008, 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 Authorizing a Continuing Disclosure Undertaking
With Regard to the Issuance of the General Obligation Bonds, Series 2008A by the
Economic Development Authority For the City of Elk River, Minnesota.
WITNESS my hand on January 22, 2008.
City Clerk