HomeMy WebLinkAboutCity Council Resolution 2010-271CITY OF PLYMOUTH
RESOLUTION NO. 2010-271
RESOLUTION GIVING APPROVAL TO A PROJECT ON BEHALF
OF INTERFAITH OUTREACH AND COMMUNITY PARTNERS AND
ITS FINANCING UNDER MINNESOTA STATUTES, SECTIONS
469.152 TO 469.165; REFERRING THE PROPOSAL TO THE
MINNESOTA DEPARTMENT OF EMPLOYMENT AND ECONOMIC
DEVELOPMENT FOR APPROVAL; PROVIDING FOR THE
ISSUANCE AND SALE OF REVENUE BONDS, SERIES 2010
(INTERFAITH OUTREACH AND COMMUNITY PARTNERS
PROJECT) AND EXECUTION OF RELATED DOCUMENTATION
BE IT RESOLVED by the City Council of the City of Plymouth, Minnesota (the "City"),
as follows:
SECTION 1
Recitals and Findings
1.1. This Council has received a proposal that the City, pursuant to Minnesota Statutes,
Sections 469.152 through 469.165, as amended (the "Act'), issue its revenue bonds (the
"Bonds") for the purpose of financing a portion or all of the cost of a proposed project (the
"Project") on behalf of Interfaith Outreach and Community Partners, a Minnesota nonprofit
corporation (the "Corporation"), consisting of (a) the acquisition, renovation and equipping of an
approximately 40,000 square foot building located at 1605 County Road 101 North in the City
and (b) financing certain costs of issuance of the Bonds.
1.2. At a public hearing, duly noticed and held on the date hereof, in accordance with
Section 469.154, Subdivision 4 of the Act and Section 147(f) of the Internal Revenue Code of
1986, as amended, on the proposal to undertake and finance the Project, all parties who appeared
at the hearing were given an opportunity to express their views with respect to the proposal to
undertake and finance such project and interested persons were given the opportunity to submit
written comments to the City Manager before the time of the hearing.
1.3. The City hereby finds the following:
a) Based on the public hearing, such written comments (if any) and such other facts
and circumstances as the Councilmembers deem relevant, the Council finds that it
would be desirable and would fiirther the purposes of Minnesota Statutes, Section
469.152, for the City to finance the costs of the Project under the provisions of the
Act in the maximum aggregate face amount of $2,250,000, by issuing its Revenue
Bonds, Series 2010 (Interfaith Outreach and Community Partners Project). The
City is authorized to issue the Bonds.
b) The Project would not be undertaken but for the availability of Industrial
Development bond financing under the Act.
c) The loan payments or other amounts payable by the Corporation to the City under
the Loan Agreement, as hereinafter defined, shall be sufficient to pay the principal
of, and interest and redemption premium, if any, on, the Bonds as and when the
same shall become due and payable.
d) There is no litigation pending or, to the best of its knowledge, threatened, against
the City relating to the Project or the Bonds or the Bond Documents, as
hereinafter defined, or questioning the organization of the City or its power or
authority to issue the Bonds or to execute and deliver the Bond Documents
required to be executed by the City.
e) The execution and delivery of, and the performance of the City's obligations
under, the Bonds and the Bond Documents do not and will not violate any
material order of any court or other agency of government, or any material
provision of any indenture, agreement or other instrument to which the City is a
party or by which it or any of its property is bound, or be in conflict with, result in
a breach of, or constitute (with due notice or lapse of time or both) a default under
any such indenture, agreement or other instrument.
f) No Councilmember (i) has a direct or indirect interest in the Project, the Bond
Documents or the Bonds, (ii) has a direct or indirect interest in the Corporation, or
(iii) has received or will receive any commission, bonus or other remuneration for
or in respect of the Project, the Bond Documents or the Bonds.
SECTION 2
Determination To Proceed with the Project and Its Financing
2.1. Award. The sale of the Bonds is hereby awarded to Anchor Bank, National
Association (the "Purchaser"), and the Mayor and City Manager are hereby authorized and
directed on behalf of the City to execute and deliver the Bonds to the Purchaser, subject to the
conditions provided in Section 2.2 hereof, upon the terms and in the form provided herein.
2.2. Conditions to Issuance. All details of the Bonds and the provisions for payment
thereof shall be subject to final approval of the Project by the Minnesota Department of
Employment and Economic Development (the "Department") and may be subject to such fi rther
conditions as the City may specify.
2.3. Limited Liability. No covenant, provision or agreement of the City herein or in the
Bonds, the Bond Documents or in any other document executed by the City in connection with
the issuance, sale and delivery of the Bonds, or any obligation herein or therein imposed upon
the City or breach thereof, shall give rise to a pecuniary liability of the City or a charge against
its general credit or taxing powers or shall obligate the City financially in any way except with
respect to the Loan Agreement, as hereinafter defined, and the application of revenues therefrom
2
and the proceeds of the Bonds. No failure of the City to comply with any term, condition,
covenant or agreement herein or therein shall subject the City to liability for any claim for
damages, costs or other financial or pecuniary charges except to the extent that the same can be
paid or recovered from the Loan Agreement or revenues therefrom or proceeds of the Bonds. No
execution on any claim, demand, cause of action or judgment shall be levied upon or collected
from the general credit, general funds or taxing powers of the City. In making the agreements,
provisions and covenants set forth herein and in the Bond Documents, the City has not obligated
itself except with respect to the Loan Agreement and the application of revenues thereunder and
the proceeds of the Bonds. The Bonds constitute a special obligation of the City, payable solely
from the revenues pledged to the payment thereof pursuant to the Loan Agreement, and do not
now and shall never constitute an indebtedness or a loan of the credit of the City, the State of
Minnesota or any political subdivision thereof or a charge against the City's general taxing
powers within the meaning of any constitutional or statutory provision whatsoever. The Bonds
shall also not constitute a charge, lien or encumbrance, legal or equitable, upon any property of
the City, except upon the revenues specifically pledged to the payment thereof.
SECTION 3
Approval of Documentation
3.1. Approval of Bond Documents. Forms of the following documents relating to the
issuance of the Bonds (the "Bond Documents") have been submitted to this Council and are now
on file in the office of the City Clerk:
(a) a Loan Agreement (the "Loan Agreement"), between the City and the
Corporation, whereby, among other things, the City has agreed to sell the Bonds to provide fiinds
to be loaned to the Corporation to pay the costs of the Project, and the Corporation has agreed to
make loan repayments sufficient to pay debt service on the Bonds when due, and to pay related
costs, expenses and fees of the City;
(b) a Pledge Agreement (the "Pledge Agreement"), between the City and the
Purchaser;
(c) a Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture
Financing Statement (the "Mortgage"), from the Corporation to the Purchaser;
(d) a Disbursing Agreement (the "Disbursing Agreement"), between the Purchaser,
the Corporation and the Title Agent (as defined therein); and
(e) the Bonds.
The forms of Bond Documents referred to above are approved. The rate of the Bonds shall not
exceed 8.00%. The Bond Documents required to be executed by the City shall be executed in
the name and on behalf of the City by the Mayor and City Manager in substantially the form on
file, but with such changes therein, not inconsistent with the Act or other law or this Resolution,
as may be approved by the officers executing the same, which approval shall be conclusively
evidenced by the execution thereof. The Mayor and the City Manager are also authorized and
directed to execute such closing certificates and other documents as may be necessary to
complete the issuance and delivery of the Bonds, such officers' approval of which shall be
conclusively evidenced by the execution thereof.
3.2. Approval of Application. The Application to the Department (the "Application"),
with attachments, is hereby approved, and the Mayor and City Manager are authorized to execute
said documents on behalf of the City. In accordance with Section 469.154, Subdivision 3 of the
Act, the Mayor and City Manager are hereby authorized and directed to cause the Application to
be submitted to the Department for approval of the Project. The Mayor and City Manager and
other officers, employees and agents of the City are hereby authorized and directed to provide
the Department with any information needed for this purpose.
SECTION 4
General
4.1. Execution and Delivery of Bonds. The Bonds shall be executed by the facsimile
signatures of the Mayor and the City Manager, and the Bonds shall be delivered to the Purchaser
upon payment of the agreed purchase price therefor, and upon receipt by the Purchaser of the
signed legal opinion of Dorsey & Whitney LLP, of Minneapolis, Minnesota, bond counsel, and
the other documents required by the Bond Documents and the City.
4.2. Information Required. The Mayor, City Manager and other officers of the City are
authorized and directed to prepare and fiirnish to Dorsey & Whitney LLP, bond counsel, the
Corporation, and the Purchaser certified copies of all proceedings and records of the City relating
to the Project and the Bonds, and such other affidavits and certificates as may be required to
show the facts appearing 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 fiirnished, shall constitute representations of the City as to the truth of all statements
contained therein.
4.3. Costs. The Corporation has agreed to pay directly or through the City any and all
costs incurred by the City in connection with the Project, including the City's fee, whether or not
the Project is carried to completion and whether or not the Bonds or Bond Documents are
executed.
4.4. Ongoing Compliance. The Mayor and City Manager are directed, if the Bonds are
issued and sold, thereafter to comply with the provisions of Section 469.154, Subdivisions 5 and
7 of the Act.
ADOPTED by the Plymouth City Council this 28th day of September 2010.
M
STATE OF MINNESOTA)
COUNTY OF HENNEPIN) SS.
The undersigned, being the duly qualified and appointed City Clerk of the City of Plymouth,
Minnesota, certifies that I compared the foregoing resolution adopted at a meeting of the
Plymouth City Council on September 28, 2010 with the original thereof on file in my office, and
the same is a correct transcription thereof.
WITNESS my hand officially as such City Clerk and the Corporate seal of the City this of
City Clerk