02-071 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 August
12, 2002, commencing at approximately 6:20 P.M., C.T.
The following members of the Council were present:
Mayor Klinzing, Members Dietz, Kuester, Motin and Tveite
and the following were absent: None
During said meeting, Councilmember Motin introduced the following resolution
and moved its adoption:
RESOLUTION NO. 02-71
RESOLUTION AUTHORIZING
THE EXECUTION AND DELIVERY OF A SUPPLEMENT TO
LEASE PURCHASE 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 certain lease agreements;
WHEREAS, pursuant to a certain Trust Indenture, dated as of November 1, 1991
(as heretofore amended, the "Indenture"), the Elk River Economic Development Authority (the
"Authority") issued its $2,740,000 City Hall Expansion 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 (as heretofore amended, 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 related public purposes, and the City agreed to pay
to the Authority certain Basic Rent (as defined in the Lease);
WHEREAS, in order to provide financing for a certain expansion of the Project, it
is proposed that the Authority issue its City Hall Expansion Revenue Bonds, Series 2002B (City
of Elk River Lease Purchase Obligation), dated as of September 1, 2002 (the "Bonds");
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WHEREAS, in order to issue the Bonds in accordance with the provisions of the
Indenture, it is necessary to execute certain supplements to the Indenture and the Lease, more
specifically, a certain Supplement to Lease Purchase Agreement, dated as of September 1, 2002
(the "Lease Supplement"), between the City and the Authority, and a certain Supplement to Trust
Indenture, dated as of September 1, 2002 (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 execute a certain
Continuing Disclosure Undertaking respecting the Bonds (the "Continuing Disclosure
Undertaking"):
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 the Bonds, which will be payable from additional 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 Lease Supplement and the Continuing 'Disclosure Undertaking and other documents
relating to the Bonds (collectively, the "Bond Documents") have been submitted to the Council
and are now on file in the office of the City.
2. Approval and Execution of Bond Documents. The Mayor, the City
Administrator and other applicable City officials 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 Documents are hereby approved. The Bond Documents shall include (1) all other
documentation which may be necessary for the City to execute in connection with the issuance
of the Bonds and (2) any cross easement or similar agreements respecting the split of the current
City Hall parcel occasioned by the issuance of the Bonds and certain separately secured Series
2002A Bonds (being issued to assist in financing the City's public safety facility). 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 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 Finance Director is hereby
designated and authorized to act on behalf of the City as the City Representative respecting the
Bonds, as defined in the Indenture.
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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, 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 on August 12, 2002, by the Elk River City Council.
The motion for the adoption of the foregoing resolution was duly seconded by
Councilmember Dietz, and upon vote being taken thereon the following Councilmembers voted
in favor thereof:
Klinzing, Dietz, Kuester, Motin and Tveite
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 August 12, 2002, 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
Undertaking relating to bonds being issued to finance the costs of an expansion of the Elk River
City Hall.
WITNESS my hand as City Clerk and the official seal of the City this 12thday of
,2002.
August
City Clerk
(SEAL)
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