Resolution 4535 - Stream International Approval - Location, Use and Development Agreement2051
RESOLUTION NO. 4535
RESOLUTION RELATING TO STREAM INTERNATIONAL SERVICE CORP. PROJECT;
DESCRIBING AND APPROVING THE .PROJECT; APPROVING THE LOCATION,
DEVELOPMENT AND USE AGREEMENT BETWEEN THE CITY AND STREAM
INTERNATIONAL SERVICE CORP.; AUTHORIZING THE EXkUTION OF AN
INTERLOCAL AGREEMENT BETWEEN THE CITY, FLATHEAD COUNTY AND THE
FLATHEAD VALLEY ECONOMIC DEVELOPMENT AUTHORITY; AND APPROVING
AND AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS RELATED
THERETO
BE IT RESOLVED by the City Council (the "Council") of the City of Kalispell, Montana
(the "City"), as follows:
WHEREAS, Montana Code Annotated, Title 7, Chapter 15, Parts 42 and 43, as amended (the
"Act"), authorizes the City to issue and sell its taxable tax increment industrial infrastructure
revenue bonds for the purpose of financing all or a portion of the costs of the acquisition,
construction and installation of urban renewal projects and related financing costs; and
WHEREAS, the City has, pursuant to the Act, established its West Side Urban Renewal
District (as hereinafter defined, the "District") and has provided for the segregation of the tax
increment derived therefrom as permitted by the Act; and
WHEREAS, pursuant to Flathead County Commissioners' Resolution No. 1346, Flathead
County (the "County") created the Flathead County Economic Development Authority as a port
authority (the "Authority") on July 22, 1999; and
WHEREAS, the County has appointed the Commissioners of the Authority and has pursuant
to Resolution No. 1346 delegated certain powers, duties and responsibilities to the Authority; and
WHEREAS, the City and the Authority requested all interested firms and agencies to submit
a proposal ("RFP") for the lease of a 50,000 square foot office facility in the Gateway West
Complex in the City (the "Project"), all in accordance with the provisions of Section 7-15-4263,
M.C.A. The proposals were required to include information on the nature of the business to be
conducted, organizational structure, key officers of the firm, a description of the ability of the firm
to respond, financial strength and stability, and any specific requirements the firm may have for the
leased space; and
WHEREAS, upon reviewing the proposal submitted by Stream International Service Corp.
(the "Company") on January 6, 2000 (the "Company Proposal"), the City and the Authority accepted
the Company Proposal for the Project (as herein defined) and authorized the entering into of
negotiations with the Company to finalize plans and documents for implementing the Company
Proposal; and
. WHEREAS, in the process of negotiating plans and documents with the parties involved,
it has become apparent that the City should acquire approximately 59,000 square feet rather than
50,000 square feet to provide all necessary space to the Company; and
WHEREAS, pursuant to an Agreement for Conveyance of Real Property between the City
and American Capital Group, LLC, a California limited liability company ("American Capital
Group"), the City has agreed to purchase and American Capital Group has agreed to sell to the City
approximately 59,000 square feet of the Gateway West Complex suitable for lease to the Company
(the "Property"); and
WHEREAS, the City Council has approved the Project as an Urban Renewal Project within
the meaning of the Act; and
WHEREAS, the Authority has approved the Project as an authorized corporate activity of
the Port Authority under the Port Authority Act; and
WHEREAS, Montana Session Laws 1995, Chapter 477 (codified in part as Montana Code
Annotated, Sections 17-6-309 and 17-6-316) (the "Board of Investments Loan Act") authorizes the
Board of Investments of the State of Montana (the "Board of Investments") to make a loan to a local
government entity for the purpose of financing infrastructure improvements to enhance economic
development and create jobs in the basic sector of the economy, if the loan will result in the creation
of a business estimated to employ at least 50 people in Montana. on a permanent full -tune basis and
further authorizes such local government to charge use fees and to pledge such fees to the repayment
of such loan; and
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WHEREAS, the Board of investments has determined that the Project is eligible for
financing and is consistent with the policies and purposes of the Board of Investments Loan Act and
has agreed to loan the City $2,500,000 to finance a portion of the Project, namely the acquisition
of the Property upon the satisfaction of certain conditions and requirements; and
WHEREAS, to acquire the Property and to encourage the location and development of the
Project in the District, the City will issue its West Side District Taxable Tax Increment Urban
Renewal Revenue Bond, Series 2000 (the "Series 2000 Bond % in the aggregate principal amount
of $2,500,000, to evidence the Loan from the Board of Investments; and
WHEREAS, pursuant to an Interlocal Agreement, dated as of February 8, 2000 (the
"Interlbcal Agreement!% the City, the Authority and the County have set forth their responsibilities
and obligations with respect to the acquisition, ownership, management and financing of the
Property and other obligations with respect to the Project; and
WHEREAS, the City and Authority have conducted negotiations with the Company as well
as other parties to arrive at final terms and conditions satisfactory to the Company, the City and the
Authority for the Project.
Section 1. Draft Forms of Documents.
Draft forms of the following documents relating to the Project have been prepared and
submitted to this Council, and are hereby directed to be filed with the Clerk of Council:
(a) Agreement for Conveyance of Real Property between the City and American
Capital Group;
(b) Location, Development and Use Agreement between the City and the
Company, with the following Exhibits:
Exhibit A Description of the Improvements
Exhibit B—Description of Personal Property and Equipment
Exhibit C—Description of the Property
Exhibit D—Form of Lease Agreement
Exhibit E---Company Certificate as to Job Credit Certification
Exhibit F—Form of Flathead Electric Agreement
Exhibit G—Form of CenturyTel Agreement
Exhibit H---Form of the Company's Job Audit Certificate;
(c) Interlocal Agreement between the City, the Authority and the County;
(d) Declaration of Restrictions and Establishment of Easements Affecting Land
between the City and ACG - Kalispell Investors, LLC; and
(e) Development Agreement between the City and American Capital Group.
Section 2. Final Approval of Project. The Project as described in the Location,
Development and Use Agreement is hereby found, determined and declared to be in the public
interest of the City and its citizens and the carrying out and complying with the terms, conditions,
obligations and duties .of and by the City is in furtherance of the purposes and pursuant to its
authority under the Act. The Council specifically approves and confirms that the Property to be
acquired and leased to the Company shall be approximately 59,000 square feet in the Gateway West
Mall, rather than the approximate 50,000 square feet previously approved. The additional 9,000
square feet will be financed through a prepayment of lease amount by the Company and will not
result in the City incurring any additional indebtedness.
Section 3. Authorization and AWroval.of the Agreement for Conveyance ofReal Property:
Location. Development and Use Agreement: Interlocal A eement: Declaration ofRestrictions and
Establishment of Easements Affecting Land; and Development Agreement.
eement.
The forms of the Agreement for Conveyance of Real Property; Location, Development and
Use Agreement; Interlocal Agreement; Declaration of Restrictions and Establishment ofEasements
Affecting Land; and Development Agreement referred to in Section 2 are approved. The Mayor,
the City Manager and the Finance Director are authorized and directed to execute and deliver each
of the aforementioned documents as may be required. The Mayor, City Manager, Finance Director
and City Attorney are also authorized to execute such other instruments as may be required to give
effect to the transactions contemplated herein and in the Location, Development and Use
Agreement.
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Section 4. Modifications Absence of Officers. The approval hereby given to the various
documents referred to above includes an approval of such modifications thereto, deletions therefrom
and additions thereto as may be necessary and appropriate and approved by the Mayor, City
Manager, Finance Director and the City Attorney. 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 or disability of the
Mayor or City Manager, any of the documents authorized by this resolution to be executed, may be
executed by the acting Mayor and in the absence or disability of the Finance Director by such officer
of the City who, in the opinion of the City Attorney, may execute such documents.
Section 5. Effective Date.
This resolution shall become effective immediately upon its passage and approval.
PASSED AND APPROVED by the City Council of the City of Kalispell, Montana, this 7th day of
February, 2000
WM-F--B&arSM 4
Wm. E. Boharski
Mayor
Attest:
Theresa White
City Clerk