Loading...
08-007 RESEXTRACT 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 ox 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: Mayor Rlinzing, Councilmembers Farber and Motin and the following were absent: Councilmembers Gumphrey and Zerwas Member Metro introduced the following resolution and moved its adoption: 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. WHEREt1S, 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 The Ordinance has not been repealed, suspended or amended and remains in full force and effect on the date hereof.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 2Q 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 axe hereby found and determined by the Councll 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 08-07 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 Councll of the Ciry 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 Commmission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, and the Continuing Disclosure Undertaking to: (a) provide ar 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 in 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 axe 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, ox any other officer of the City authorized to act in their place (the "Officers") axe hereby authorized and directed to execute on behalf of the Ciry the Undertaking in substantially the form on file with the Administrator, subject to such modifications thereof ox 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. Famishing of Certificates and Proceedings. The Mayor, Administrator and other officers of the City are authorized and directed to prepare and famish 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 ox as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore famished, shall • constitute representations of the Ciry as to the truth of all statements contained therein. The motion fox the adoption of the foregoing resolution was duly seconded by • member Farber ,and upon vote being taken thereon the following voted in favoxthexeo£ Mayor Rlinzing, Councilmembers Farber and Moton and the following voted against the same: None Whereupon the resolution was de:lated duly passed and adopted. ~. Steph 'e Klinzing, yor ATTEST: ~ , ;. ~~ ~,~ ~ ~ Tina A ar ,City Clerk C J • RESOLUTION 08-07 • EXTRACT OF MINUTES OF A MEETING OF THE CI I'Y 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: Stephanie Klinzing, Lang Farber and Paul Motin; and the following were absent: Jerry Gumphrey and Nick Zerwas Member Motin introduced the following resolution and moved its adoption: RESOLUTION AUTHORIZING A CONTINUING DISCLOSURE UNDERTAKING W1TH 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 Econonuc 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. WHEREAS, 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 pf 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, TI~REFORE, 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 in the Continuing Disclosure Undertaking. (d) The City agrees that its covenants pursuant to the Rule set forth in this pazagraph 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 aze (i) consistent with the requirements under the Rule, (ii) required by the Purchaser of the Bonds and (iii) acceptable to the Officers. 2. Furnishine 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 maybe 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 Farber, and upon vote being taken thereon the following voted in favor thereof: Klinzing, Farber and Motin; and the following voted against the same: none; whereupon the resolution was declared duly passed and adopted. • 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. r~ WTI'NESS my hand on January 22, 2008. ~~ ~' • City Clerk •