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09-31 - 06-02 - approve issuance-sale revenue note - series 2009 - WorkAbilities Resolution 09-31 June 2,2009 Member Freiberg introduced the following resolution and moved its adoption: RESOLUTION GIVING PRELIMINARY APPROVAL TO A PROJECT UNDER MINNESOTA STATUTES, SECTIONS 469.152 THROUGH 469.165 AND REFERRING THE PROPOSAL TO THE MINNESOTA DEPARTMENT OF EMPLOYMENT AND ECONOMIC DEVELOPMENT FOR APPROVAL - WORKABILlTIES, INC. BE IT RESOLVED, by the governing body (the "Council") of the City of Golden Valley, Hennepin County, Minnesota (the "Issuer"), as follows: Section 1. General Recitals. Fryberger, Buchanan, Smith & Frederick, P.A., bond counsel, has informed the Council that the purpose of Minnesota Statutes, Sections 469.152 through 469.165 as amended, relating to the municipal industrial development (the "Act"), as found and determined by the legislature, is to promote the welfare of the State of Minnesota (the "State") by the active promotion, attraction, encouragement and development of economically sound industry and commerce through governmental action to prevent, so far as possible, the emergence of blighted and marginal lands and areas of chronic unemployment. Section 2. Description of the Proiect. a. WorkAbilities, Inc. (the "Borrower") located at 7400 Laurel Avenue, Minneapolis, Minnesota, a Minnesota nonprofit corporation and organization described in Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended (the "Code") has proposed issuance of revenue obligations, in one or more series, in an amount not to exceed $1,500,000 (the "Note") to refinance taxable indebtedness incurred to acquire and equip an approximately 35,300 square foot corporate office building located at 7400 Laurel Avenue, Golden Valley, Minnesota (the "Project"), and paying costs associated with the financing. b. The Project will be owned and operated by the Borrower. Section 3. Recital of Representations Made bV the Borrower. a. The Issuer has been advised by representatives of the Borrower that: (i) conventional financing to pay the capital cost of the Project is available only on a limited basis and at such high costs of borrowing that the economic feasibility of operating the Project would be significantly reduced; (ii) on the basis of information submitted to the Borrower and their discussions with representatives of area financial institutions and potential buyers of tax-exempt bonds, the Note could be issued and sold upon favorable rates and terms to finance the Project; and (iii) the Project would not be undertaken in their present form but for the availability of financing under the Act. Resolution 09-31 - Continued June 2, 2009 b. The Borrower has agreed to pay any and all costs incurred by the Issuer in connection with the issuance of the Note, whether or not such issuance is carried to completion. c. The Borrower has represented to the Issuer that no public official of the Issuer has either a direct or indirect financial interest in the Project nor will any public official either directly or indirectly benefit financially from the Project. Section 4. Public Hearinq. a. An initial resolution was adopted by the Council on May 5, 2009, scheduling a public hearing on the issuance of the Note and the proposal to undertake and finance the Project. b. A Notice of Public Hearing was published in the New Hope-Golden Valley SunPost, the Issuer's official newspaper, and a newspaper of general circulation, calling a public hearing on the proposed issuance of the Note and the proposal to undertake and finance the Project. c. The Issuer has, on June 2, 2009, held a public hearing on the issuance of the Note and the proposal to undertake and finance the Project, at which all those appearing who desired to speak were heard and written comments were accepted. Section 5. Findings. It is hereby found, determined, and declared as follows: a. The welfare of the State and the Issuer requires the provision of necessary facilities serving adults with developmental disabilities so that such services are available to residents of the State and the Issuer at reasonable cost. b. The Issuer desires to facilitate the selective development of the community and help to provide the range of services and employment opportunities required by the population. The Project will assist the Issuer in achieving those objectives and enhance the image and reputation of the community. c. On the basis of information made available to this Council by the Borrower it appears, and this Council hereby finds, that: (1) the Project constitutes properties, real and personal, used or useful in connection with a revenue producing enterprise; (2) the Project furthers the purposes stated in Section 1 above; (3) the Project would not be undertaken but for the availability of financing under the Act and the willingness of the Issuer to furnish such financing; and (4) the effect of the Project, if undertaken, will be to: (i) encourage the development of economically sound industry and commerce, (ii) help prevent chronic unemployment, (iii) provide the range of service and employment Resolution 09-31 - Continued June 2, 2009 opportunities required by the population, and (iv) promote more intensive development and appropriate use of land within the Issuer, eventually to increase the tax base of the community. Section 6. Approval. a. The Project and the issuance of the Note are hereby given preliminary approval by the Issuer. b. The Mayor or the City Manager, or their designee, is authorized and directed to submit the proposal for the Project to the Department of Employment and Economic Development of the State ("DEED") requesting approval, and other officers, employees and agents of the Issuer are hereby authorized to provide DEED with such information as it may require. Section 7. Limited Obliqation. The Note, when and if issued for the Project, shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the Issuer. (There will, however, be a charge, lien or encumbrance on the Project, which is not an asset of the Issuer.) The Note, when and if issued, shall recite in substance that the Note and the interest thereon, are payable solely from revenues received from the Project and property pledged for payment thereof, and shall not constitute a debt of the Issuer. cit~~,)f~ Li da R. Loomis, Mayor ATTEST: The motion for the adoption of the foregoing resolution was seconded by Member Pentel and upon a vote being taken thereon, the following voted in favor thereof: Freiberg, Loomis, Pentel, Scanlon and Shaffer; and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted, signed by the Mayor and her signature attested by the City Clerk.