Agenda Packets - 2013/10/28 - Laserfiche WebLink

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Fridley, Minnesota, which will be owned and operated by the Borrower (the "Project'); (ii) fund capitalized interest on the Series 2013 Note and the Subordinate Note (together, the "Notes"); (iii) fund any required reserves; and (iv) pay costs of issuance of the Notes and other costs related to the Project. 1.04. The City and the City of Fridley are proposing to enter into a Cooperative Agreement, dated on or after November 1, 2013 (the "Cooperative Agreement'), pursuant to which the City of Fridley will consent to the issuance by the City of the Subordinate Note and the financing of a portion of the Project with the proceeds of the Subordinate Note, and the City will agree to issue the Subordinate Note to finance a portion of the Project. 1.05. In accordance with the terms of the Act, the City has prepared an application to the Minnesota Department of Employment and Economic Development ("DEED") for approval of the Project pursuant to the requirements of Section 469.154 of the Act. Section 469.154, subdivision 4 of the Act requires that prior to submitting an application to DEED for approval of a project, the City Council must conduct a public hearing on the proposal to undertake projects authorized to be financed under the terms of the Act. 1.06. Prior to the issuance of the Subordinate Note, the City Council of the City must conduct a public hearing to (i) approve the issuance of the Subordinate Note pursuant to the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder (the "Code"); and (ii) approve the Project pursuant to Section 469.154, subdivision 4 of the Act. 1.07. On the date hereof, the City Council conducted a duly noticed public hearing at which a reasonable opportunity was provided for interested individuals to express their views, both orally and in writing, on the following: (i) approval of the issuance of the Subordinate Note pursuant to the requirements of Section 147(f) of the Code and the regulations promulgated thereunder; and (ii) approval of the issuance of the Subordinate Note and approval of the Project pursuant to the requirements of the Act. 1.08. Pursuant to Section 147(f) of the Code, when a city issues tax-exempt obligations to finance a facility in another city, the governing body of the city in which the facility is located must hold a public hearing and provide host approval for the issuance of such tax-exempt obligation. On the date hereof, the City Council of the City of Fridley is holding a public hearing to consider providing host approval to the issuance of the Subordinate Note by the City for the purposes of financing the Project and related costs, as described in Section 1.03. 1.09. The City finds that the Project furthers the economic development purposes stated in Section 469.152 of the Act and constitutes a revenue producing "project," as defined in Section 469.153, subdivision 2(d) of the Act. 1.10. The Subordinate Note is to be issued under the terms of this resolution and a Servicing Agreement, dated on or after November 1, 2013 (the "Servicing Agreement'), between the City and Piper Jaffray Lending LLC, a Delaware limited liability company, as servicer (the "Servicer"). It is further proposed that the Subordinate Note will be sold to Piper Jaffray Lending LLC, a Delaware limited liability company, as lead lender (the "Lead Lender"), who will sell undivided interests in and to the Subordinate Note to one or more institutional lenders pursuant to one or more participation agreements which shall be evidenced by one or more certificates of participation. The proceeds derived from the sale of the Subordinate Note are to be loaned by the City to the Borrower pursuant to the terms of a Loan Agreement, dated on or after November 1, 2013 (the "Loan Agreement'), between the City, the Borrower, and the Lead Lender. Proceeds of the Subordinate Note will be applied by the Borrower, 433887v1 JAE MU210-222 2