HomeMy WebLinkAboutCity Council Resolution 2017-112
CITY OF PLYMOUTH
RESOLUTION NO. 2017-112
RESOLUTION APPROVING THE AMENDMENT TO
COMMERCIAL DEVELOPMENT REVENUE NOTE
(FAMILY CHILD DEVELOPMENT CENTER PROJECT), SERIES 2006
AND AUTHORIZING THE EXECUTION OF DOCUMENTS RELATED THERETO
WHEREAS, the City, pursuant to Resolution No. 2006–506 adopted on December 12, 2006 (the
“Note Resolution”), has previously issued its revenue note in an original aggregate principal amount of
$840,000 to provide funds that were loaned to Family Child Development Center, a Minnesota nonprofit
corporation (the “Borrower”), to finance the acquisition of an early childhood education and childcare
center located in the City, which facilities are owned and operated by the Borrower (the “Project”); and
WHEREAS, the City issued the Commercial Development Revenue Note, Series 2006 (Family Child
Development Center Project) dated December 29, 2006, (the “Note”), pursuant to Minnesota Statutes,
Section 469.152 to 469.165, as amended (the “Act”), and sold the Note to Park Midway Bank, now known
as Sunrise Banks, a Minnesota banking corporation (the “Lender”); and
WHEREAS, pursuant to a Loan Agreement (the “Loan Agreement”) dated December 1, 2006
between the City, the Borrower, and the Lender, the Borrower agreed to repay the Note in specified
amounts and at specified times sufficient to pay in full when due the principal of, premium, if any, and
interest on the Note; and
WHEREAS, pursuant to a Pledge Agreement (the “Pledge Agreement”) dated as of December 1,
2006 between the City and the Lender, the City pledged and granted a security interest in all of its rights,
title, and interest in the Loan Agreement to the Lender (except for certain rights of indemnification and
to reimbursement for certain costs and expenses); and
WHEREAS, the Lender and the Borrower have informed the City that they have agreed to certain
changes in the terms of the Note; and
WHEREAS, the form of Amendment to Note between the City, the Borrower, and the Lender,
proposed to be entered into in order to document changes in the terms of the Note has been submitted
to the City Council and is on file in the office of the City Clerk (the “Note Amendment”).
NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF PLYMOUTH,
MINNESOTA as follows:
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SECTION 1 AUTHORIZATION OF NOTE AMENDMENT.
1.1 Approval and Execution of Note Amendment.
(1) The Note Amendment is made a part of this Resolution as though fully set forth herein and is
hereby approved in substantially the form presented to the City Council. The Mayor and the City Manager
are authorized and directed to execute, acknowledge, and deliver the Note Amendment on behalf of the
City with such changes, insertions, and omissions therein as bond counsel to the City may hereafter deem
appropriate, such execution to be conclusive evidence of approval of such documents in accordance with
the terms hereof.
(2) The Mayor and the City Manager are authorized and directed to execute and deliver all other
documents which may be required under the terms of the Note Amendment or by bond counsel, and to
take such other action as may be required or deemed appropriate for the performance of the duties
imposed thereby to carry out the purposes thereof.
(3) The Mayor and City Manager and other officers of the City are authorized to furnish to the Lender,
the Borrower, and bond counsel certified copies of all proceedings and records of the City relating to the
Note Amendment, and such other affidavits and certificates as may be required to show the facts relating
to the legality and marketability of the Note 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.
(4) In the event that for any reason the Mayor or the City Manager are unable to carry out the
execution of any of the documents or other acts provided herein, any other officer of the City or member
of its City Council as, in the opinion of the City’s attorney, are authorized to act in that capacity and
undertake such execution or acts on behalf of the City, shall without further act or authorization execute
and deliver the Note Amendment and do all things and execute all instruments and documents required
to be done or executed by such officers, with full force and effect, which executions or acts shall be valid
and binding on the City.
1.2 No Liability of City. Nothing in this resolution or in the documents prepared pursuant hereto shall
authorize the expenditure of any municipal funds on the Project other than the revenues derived from
the Project or otherwise granted to the City for this purpose. The Note, as amended, shall not constitute
a charge, lien, or encumbrance, legal or equitable, upon any property or funds of the City except the
revenues and proceeds pledged to the payment thereof, nor shall the City be subject to any liability
thereon. The holders of the Note shall never have the right to compel any exercise of the taxing power
of the City to pay the outstanding principal on the Note or the interest thereon, or to enforce payment
thereof against any property of the City. The Note recites in substance that the Note, including interest
thereon, is payable solely from the revenue and proceeds pledged to the payment thereof. The Note shall
not constitute a debt of the City within the meaning of any constitutional or statutory limitation.
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SECTION 2 BANK QUALIFIED.
2.1 Qualified Tax Exempt Obligations. In order to qualify the Note as a "qualified tax-exempt
obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended
(the "Code"), the City hereby makes the following factual statements and representations;
(1) the Note is not treated as a "private activity bond" under Section 265(b)(3) of the Code;
(2) the City hereby designates the Note as a qualified tax-exempt obligation for purposes of Section
265(b)(3) of the Code;
(3) the reasonably anticipated amount of tax-exempt obligations (other than obligations described in
clause (ii) of Section 265(b)(3)(C) of the Code) which will be issued by the City (and all entities whose
obligations will be aggregated with those of the City) during the calendar year 2017 will not exceed
$10,000,000;
(4) not more than $10,000,000 of obligations issued by the City during the calendar year 2017 have
been designated for purposes of Section 265(b)(3) of the Code; and
(5) the aggregate face amount of the Note does not exceed $10,000,000.
Adopted by the City Council of the City of Plymouth, Minnesota this 28th day of March, 2017.
CERTIFICATE
STATE OF MINNESOTA )
COUNTY OF HENNEPIN )
CITY OF PLYMOUTH)
I, Sandra R. Engdahl, duly appointed, acting and qualified Clerk of the City of Plymouth, do hereby
certify that I have examined the City of Plymouth records and the Minute Book of said City for the meeting
th
of the 28 of March, 2017 and that the attached copy of the RESOLUTION APPROVING THE AMENDMENT
TO COMMERCIAL DEVELOPMENT REVENUE NOTE (FAMILY CHILD DEVELOPMENT CENTER PROJECT),
SERIES 2006 AND AUTHORIZING THE EXECUTION OF DOCUMENTS RELATED THERETO was approved and
is a true and correct copy of the City Proceedings relating to said Resolution.
IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of __________, 2017.
Clerk
City of Plymouth
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