02-070 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 meeting of the City Council of the City
of Elk River, Minnesota was duly called and held at the City Hall on August 12, 2002,
commencing at approximately 6:20 o'clock P.M.
The following Councilmembers were present:
Mayor Klinzing, Members Dietz, Kuester, Motin and Tveite
and the following were absent: None
Councilmember Tveite introduced the following resolution and moved its adoption:
RESOLUTION NO. 02-70
RESOLUTION AUTHORIZING
THE EXECUTION AND DELIVERY OF A LEASE AGREEMENT
AND CONTINUING DISCLOSURE UNDERTAKING
WHEREAS, the City of Elk River, Minnesota (the "City"), is authorized, pursuant to
Minnesota Statutes, Section 465.71, to enter into lease purchase agreements;
WHEREAS, the Elk River Economic Development Authority, a body corporate and
politic (the "Authority"), has agreed to enter into a certain Lease Agreement (the "Lease") with
the City pursuant to which the City and the Authority will provide for construction of a public
safety facility (the "Project") to be used by the City;
WHEREAS, in order to carry out the transaction, the Authority will lease the Project to
the City pursuant to the Lease;
WHEREAS, the Authority will issue certain of its revenue bonds (the "Bonds) to provide
funds to finance the Project pursuant to a Mortgage and Security Agreement and Indenture of
Trust, dated as of September 1, 2002 (the "Indenture"), between the Authority and U.S. Bank
National Association, as mortgagee and Trustee, setting forth the form and details of the Bonds
and their issuance, pledging the rental payments derived from the Lease to the payment of the
Bonds and granting to the Trustee a mortgage interest in the Project, with certain reservations, as
security for the Bonds; and
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WHEREAS, 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 Continuing Disclosure
Undertaking (the "Continuing Disclosure Undertaking") with the Trustee:
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Elk River,
Minnesota, as follows:
1. Authorization of Bonds; Documents Presented. The Authority proposes to issue
its Public Safety Building Lease Revenue Bonds, Series 2002A (City of Elk River, Minnesota
Lease Obligation), dated as of September 1, 2002 (the "Bonds"), payable from rental payments to
be made by the City under the Lease. The Bonds shall be in an aggregate principal amount of
$8,000,000 (plus any amount representing original issue discount) and shall bear interest at the
rates as are prescribed by the Indenture. Forms of the following documents (collectively, the
"Bond Documents") relating to the Bonds and the Project have been submitted to the City
Council and are now on file in the offices of the City:
(a) the Lease; and
(b) the Continuing Disclosure Undertaking.
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. All 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 the Indenture and the Bonds
described therein (collectively the "Related Documents") in substantially the forms submitted to
the City.
4. Authorized City Representative. The City Finance Director 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 Mayor and other officers of the
City are authorized to prepare and furnish to the purchaser of the Bonds and to 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.
6. Modifications to Documents. The approval hereby given to the various Bond
Documents and Related Documents referred to above includes approval of such additional
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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, any of the documents authorized by this resolution to be executed on behalf
of the City may be executed by the Acting Mayor or the Acting City Administrator, respectively.
Adopted by the Elk River City Council on August 12, 2002.
The motion for the adoption of the foregoing resolution was duly seconded by
Councilmember Kuester, and upon vote being taken thereon the following Councilmembers
voted in favor thereofi
Klinzing, Dietz, Kuester, Motin and Tveite
and the following voted against the same: None
whereupon the 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 meeting of the City COuncil held on the date therein indicated, 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 execution by the City of a Lease
Agreement and a Continuing Disclosure Undertaking respecting certain Series 2002A Bonds.
WITNESS my hand on August 12, 2002.
City Clerk
City of Elk River, Minnesota
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