Resolution 4862 - Stream International Loan Buyout and Lease Termination (TeleTech)CERTIFICATE AS TO RESOLUTION AND ADOPTING VOTE
I, the undersigned, being the duly qualified and acting recording officer of the City of
.Kalispell, Montana (the "City"), hereby certify that the attached resolution is a full, true and
correct copy of a Resolution entitled: "RESOLUTION RELATING TO LOAN BUYOUT AND
LEASE TERMINATION FOR THE STREAM INTERNATIONAL SERVICE CORP.
PROJECT; APPROVING LOAN BUYOUT AND LEASE TERMINATION AGREEMENT
BETWEEN THE CITY, FLATHEAD ECONOMIC DEVELOPMENT AUTHORITY AND
SOLECTRON CORPORATION; APPROVING THE OPTION TO PURCHASE BETWEEN
THE CITY, FLATHEAD ECONOMIC DEVELOPMENT AUTHORITY, AND CAPITAL
GROUP, LLC; APPROVING THE JOBS AND USE AGREEMENT BETWEEN THE CITY
AND TELETECH HOLDINGS, INC. AND TELETECH SERVICES CORPORATION; AND
APPROVING FORM OF THE LEASE AGREEMENT; AND APPROVING AND
AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS RELATED
THERETO" (the "Resolution"), on file in the original records of the City in my legal custody;
that the Resolution was duly adopted by the City Council of the City at a special meeting on
February 23, 2004, which meeting was duly held by the City Council and was attended
throughout by a quorum, pursuant to call and notice of such meeting given as required by law;
and that the Resolution has not as of the date hereof been amended or repealed.
I further certify that, upon vote being taken on the Resolution at said meeting, the
following Council Members voted in favor thereof: Kari Gabriel, Bob Herron, Randy Kent
Duane Larson Hank Olson Jay son Peters and Mayor Pamela B. Kennedy ;voted against the
same: Bob Haffennan ; abstained from voting thereon: Jim Atkinson ; or were absent:
None .
WITNESS my hand and seal officially this 2nd day of March, 2004.
'CORPORATE.
Theresa White
SEAL
City Clerk
RESOLUTION NO.4862
RESOLUTION RELATING TO LOAN BUYOUT AND LEASE TERMINATION FOR
THE STREAM INTERNATIONAL SERVICE CORP. PROJECT; APPROVING LOAN
BUYOUT AND LEASE TERMINATION AGREEMENT BETWEEN THE CITY,
FLATHEAD ECONOMIC DEVELOPMENT AUTHORITY AND SOLECTRON
CORPORATION; APPROVING THE OPTION TO PURCHASE BETWEEN THE CITY,
FLATHEAD ECONOMIC DEVELOPMENT AUTHORITY, AND CAPITAL GROUP,
LLC; APPROVING THE JOBS AND USE AGREEMENT BETWEEN THE CITY AND
TELETECH HOLDINGS, INC. AND TELETECH SERVICES CORPORATION; AND
APPROVING FORM OF THE LEASE AGREEMENT; 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, pursuant to the Act, the City has financed the acquisition of a 63,101 square
foot space in the Gateway West Mall in the City including a commercial office facility of
approximately 60,645 square feet (the "Property") through the sale of its West Side District
Taxable Tax Increment Urban Renewal Revenue Bonds, Series 2000 (the "Series 2000 Bond") in
the aggregate principal amount of $2,500,000, to evidence a loan from the Board of Investments
of the State of Montana (the "Board of Investments"); and
WHEREAS, pursuant to the Act, the City and the Authority accepted the proposal from
Stream. International Services Corp. ("Stream") for the lease, development and use of the
Property as a call center (the "Project") and entered into a Lease Agreement pursuant to a
Location, Development and Use Agreement dated as of February 8, 2000 (the "Location and Use
Agreement"), and
WHEREAS, pursuant to the Location and Use Agreement, Stream entered into a 10 year
lease of the Property pursuant to a Lease Agreement dated as of February 8, 2000, with the City
and the Authority (the "Lease"); and
WHEREAS, pursuant to an Interlocal Agreement, dated as of February 7, 2000, 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, Stream notified the City and the Authority of its intention to close its
operation at the Property and request to terminate the Lease; and
WHEREAS, the City and the Authority have received a proposal to lease the Property
from TeleTech Holdings, Inc. ("TeleTech"); and
WHEREAS, at a public meeting held December 22, 2003, the City Council considered
Stream's notice and request and TeleTech's proposal, approved the proposed Memorandum of
Understanding, and authorized the City Manager, City Attorney and Community Development
Director, along with the Executive Director of the Authority, to enter into negotiations with
Stream. and TeleTech to finalize the Memorandum of Understanding and to execute the
documents on the City's behalf; and
WHEREAS, the City, the Authority and Strewn entered into a Memorandum of
Understanding, dated as of December 31, 2003, setting forth the conditions for the termination of
the Lease (the "Stream. Memorandum of Understanding"); and
WHEREAS, the City and TeleTech entered into a Memorandum of Understanding, dated
January 20, 2004 (the "TeleTech Memorandum of Understanding"), pursuant to which TeleTech
will enter into a Lease for the Property and operate a call center thereon (the "TeleTech
Project"); and
WHEREAS, the City and Authority have conducted negotiations with Stream and
TeleTech as well as other parties to arrive at final terms and conditions that are satisfactory to the
Company, the City and the Authority.
Section 1. Draft Forms of Documents.
Draft forms of the following documents have been prepared and submitted to this
Council, and are hereby directed to be filed with the City Clerk:
(a) Assignment and Consent to Assignment of Lease;
(b) Loan Buyout and Lease Termination Agreement, between and among the
City, Authority and TeleTech;
(c) Jobs and Use Agreement, between the City and TeleTech, with the
following Exhibits:
Exhibit A —Form of Shopping Center Lease Agreement
Exhibit B----Form of Option to Purchase Real Property (the Lease)
Exhibit C—the Parking Plan
Exhibit D--Farm of the Company's Job Audit Certificate
Exhibit E—Form of Certificate of Termination.
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Section 2. Authorization and Approval of the Jobs and Use Agreement, Assignment and
Consent to Assignment of Lease; and Loan Bu out and Lease Termination Agreement. The
forms of the Jobs and Use Agreement; Lease Agreement; Assignment and Consent to
Assignment of Lease; and Loan Buyout and Lease Termination Agreement referred to in Section
1 are hereby approved. The Mayor and the City Manager are authorized and directed to execute
and deliver each of the aforementioned documents as may be required in substantially the form
of the exhibits. The Mayor, City Manager, Finance Director and City Attorney, or any two of
them, are also authorized to execute such other instruments as may be required to give effect to
the transactions contemplated herein, in the Jobs and Use Agreement, Lease Agreement and in
the Loan Buyout and Lease Termination Agreement.
Section 3. Parking. The Council hereby approves of the acquisition of land to provide
additional parking spaces for the TeleTech Project as required in the Jobs and Use Agreement in
accordance with the Option to Purchase and the City Manager and Finance Director are hereby
authorized to proceed with the acquisition of the Additional Land described in the Option to
Purchase upon execution of the Jobs and Use Agreement and the Lease. The City agrees to pay
for one-half of the costs of the acquisition of the Additional Land and the development of the
additional parking required for the TeleTech Project and the Authority has agreed to pay for the
other half of the costs. The City and the Authority will each own one-half of the Additional
Land. The Mayor, City Manager, Finance Director and City Attorney, or any two of them, are
also authorized to execute the Option to Purchase and such other documents or instruments as
may be required to evidence the acquisition of the Additional Land and development of parking
thereon.
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
2nd day of March, 2004.
ATTEST:
Theresa White
City Clerk
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