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HomeMy WebLinkAbout05-68 EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF PRIOR LAKE, MINNESOTA HELD: April 18, 2{)05 Pursuant to due call and notice thereof, a regular or special meeting of' the City Council of the City of Prior Lake, Minnesota, was duly held at the City Hall on April 18, 2005, at 7:00 P.M. The following members were present: Fleming, Haugen, LeMair, Petersen and Zieska and the following were absent: None Member Fleming introduced the following resolution and moved its adoption: RESOLUTION #05-68 RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A LEASE WITH OPTION TO PURCHASE AGREEMENT, A GROUND LEASE AGREEMENT AND A CONTINUING DISCLOSURE UNDERTAKING WHEREAS, the City of Prior Lake, Minnesota (the "City"), is authorized pursuant to Minnesota Statutes, Section 465.71, to enter into lease purchase agreements; and · WHEREAS, the Economic Development Authoritg'of the City of Prior Lake, Minnesota (the "Authority"), has agreed to enter into a Lease With Option to Purchase Agreement, dated as of May 1.5, 2005 (the "Lease"), with the City pursuant to which the Authority will acquire, construct and improve municipal buildings in the City (the "Project"). NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Prior Lake, Minnesota, as follows: 1. Authorization of Bonds; Documents PreSented.. The Authority proposes to issue its $10,000,000 Public Project Revenue Bonds, Series 2005B (City of Prior Lake, Minnesota Lease With Option to Purchase Project) (the "Bonds") payable 'from rental payments to be made under the Lease. Forms of the following documents relating to the Bonds and the Project have been submitted to the City Council and are now on file in the office of the Manager: (a) the Lease between the Authority and the City which, among other things, provides for the acquisition, construction and improvement of the Project, and pursuant to which the City is required to pay rental payments sufficient to pay the principal and interest on the Bonds when due; and 17522t;}Ov I (b) a Ground Lease Agreernent, dated as of May 1.5, 2005 (the "Ground Lease"), between the City and the Authority pursuant to which the City leases the land on which the Project is located to'the Authority; and (c) a Revenue Bond Resolution adopted by the Authority (the "Revenue Bond Resolution"), setting forth the form and details of the Bonds and their issuance, and pledging the rental payments derived from the Lease to the payment of the Bonds; and (d) a Continuing Disclosure Undertaking, dated as of the date of delivery of the Bonds (the "Disclosure Undertaking"), entered into by the City as the "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. 2. Approval and Execution of Lease, Ground Lease and Disclosure Undertaking. The Mayor and the Manager are hereby authorized and directed to execute, and deliver the Lease, the Ground Lease and the Disclosure Undertaking, in substantially the forms on file with the Manager. All of the provisions of the Lease, the Ground Lease and the Disclosure Undertaking 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 Revenue Bond Resolution. The City hereby approves the Revenue Bond Resolution and the terms of the Bonds described therein. 4. Authorized to Execute. The Mayor and Manager are hereby designated and authorized to act on behalf of the City to execute the Lease, the Ground Lease and the Disclosure Undertaking, or other documents relating thereto. 5. Furnishing of Certificates and Proceedings. The Mayor and Manager and other officers of the City are authorized and directed to prepare and furnish to the Purchaser 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. 6. Modifications to Documents. The approval hereby given to the various -- documents referred to above includes approval of such additional details therein as ~nay be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City Attorney and the City officials authorized herein to execute the documents. The City officials are hereby authorized to approve 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 Manager, 17522%v I 2 any of the documents authorized by this resolution to be executed may be executed by the Acting Mayor or the Acting Manager, respectively. 7. Severability. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. 8. ~. Headings in this resolution are included for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. The motion for the adoption of the foregoing resolution was duly seconded by member Peterse!~, and upon vote being taken thereon the following voted in favor thereof: and the fOllowing'voted against the same: None whereupon the resolution was declared duly passed and adopted. 752296v I STATE OF MINNESOTA ) COUNTY OF scoTT ) SS CITY OF PRIOR LAKE ) . I, the undersigned, being the duly qualified and acting Manager of the City of Prior Lake, Minnesota, hereby certify that I have carefully compared and attached the foregoing extract of minutes of a meeting of the City Council held April 18, 2{)1)5, 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 and delivery of a Lease With Option to Purchase Agreement, Ground Lease Agreement and Continuing Disclosure Undertaking. WITNESS my hand on April 18, 2005. Manager 175220bv I