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HomeMy WebLinkAboutResolution - 2000-205 - Issuance and Sale of $3,000,000 Variable Rate Demand Industrial Development Revenue Bonds, Series 2000 (S&W Plastics, LLC Project) - 12/19/2000 CITY OF EDEN PRAIRIE HENNEPIN COUNTY,IVIINNESOTA RESOLUTION NO.2000-205 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF $3,000,000 VARIABLE RATE DEMAND INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 2000 (S&W PLASTICS, LLC PROJECT) TO FINANCE A PROJECT BE IT RESOLVED by the City Council (the "Council") of the City of Eden Prairie,Minnesota(the "City"), as follows: 1. The Council has received a proposal from S&W Plastics, LLC, a Minnesota limited liability company(the "Company")that the City undertake to finance a certain Project as herein described, pursuant to Minnesota Statutes, Sections 469.152 through 469.165 (the "Act"), through issuance by the City of its $3,000,000 Variable Rate Demand Industrial Development Revenue Bonds (S&W Plastics,LLC Project), Series 2000 (the"Bonds"). 2. It is proposed that,pursuant to a Loan Agreement dated as of December 1, 2000, between the City and the Company(the "Loan Agreement"),the City loan the proceeds of the Bonds to the Company to finance the acquisition and installation of plastic injection molding equipment and certain leasehold improvements at the facility leased by the Company at 10206 Crosstown Circle in Eden Prairie or at another site in the City. The basic payments to be made by the Company under the Loan Agreement are fixed so as to produce revenue sufficient to pay the principal of, premium, if any, and interest on the Bonds when due. It is further proposed that the City assign its rights to the basic payments and certain other rights under the Loan Agreement to Wells Fargo Bank Minnesota, National Association in Minneapolis, Minnesota (the "Trustee") as security for payment of the Bonds under an Indenture of Trust dated as of December 1, 2000 (the "Indenture"). Payment of the Bonds is initially secured by an irrevocable Letter of Credit to be issued by Wells Fargo Bank, National Association in favor of the Trustee in an amount equal to the principal amount of the Bonds, plus certain additional interest thereon. The Bonds are intended to be placed for sale by Wells Fargo Brokerage Services, LLC (the "Placement Agent"), pursuant to a Bond Placement Agreement dated as of the date of closing among the City, the Company and the Placement Agent (the "Placement Agreement") and a Placement Memorandum dated as of the date of closing(the "Placement Memorandum"). 3. Forms of the following documents have been presented to the City and are proposed to be executed by the City in connection with issuance of the Bonds: (a) The Loan Agreement (b) The Indenture (c) The Placement Agreement The use of the Placement Memorandum is hereby authorized,but the City has not participated in the preparation of or reviewed, and will not participate in the preparation of or review of, the Placement Memorandum and has not made and will not make any independent investigation of the facts and statements provided therein; accordingly, the City assumes no responsibility with respect thereto, including without limitation as to matters relating to the accuracy, completeness or sufficiency of the Placement Memorandum. 4. It is hereby found, determined and declared that: (a) it is desirable that the Bonds be issued by the City upon the terms set forth in the Indenture; (b) the basic payments under the Loan Agreement are fixed to produce revenue sufficient to provide for the prompt payment of principal of and interest on the Bonds, when due, and the Loan Agreement and the Indenture also provide that the Company is required to pay all expenses of the operation and maintenance of the Project (as defined in such documents), including, but without limitation, adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof, and all taxes and special assessments levied upon or with respect to the Project Premises and payable during the term of the Loan Agreement and the Indenture; (c) under the provisions of Minnesota Statutes, Section 469.155, and as provided in the Loan Agreement and the Indenture, the Bonds and the interest thereon and any penalty, charge or premium, or any amounts payable thereunder, however designated, due thereunder are payable by the City solely from the revenues and proceeds derived from the Loan Agreement, do not constitute a debt of the City within the meaning of any constitutional or statutory limitation, are not payable from or a charge upon any funds of the City other than the revenues and proceeds pledged by the City to the payment thereof, and do not give rise to a pecuniary liability of the City nor of any of its officers, agents, or employees, and no holder of the Bonds shall ever have the right to compel any exercise of the taxing power of the City to pay the Bonds or the interest thereon or any penalty, charge or premium or any amounts payable thereunder, however designated, due thereunder, or to enforce payment thereof against any property of the City, and the Bonds and the interest thereon and any penalty, charge or premium, or any amounts payable thereunder, however designated, do not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City and the agreement of the City to perform or cause the performance of the covenants and other provisions therein referred to shall be subject at all times to the availability of revenues or other funds furnished for such purpose in accordance with the Loan Agreement sufficient to pay all costs of such performance or the enforcement thereof. The provisions of this paragraph 4 shall, for purposes of the Bonds, be controlling and shall be given full force and effect, anything else to the contrary in the Bonds notwithstanding; (d) all action on the part of the City for the issuance of the Bonds and the execution and delivery of the Indenture, Loan Agreement and Placement Agreement (collectively,the 'Bond Documents")has been duly and effectively taken; (e) to the actual knowledge of the City, but without independent investigation, there are no proceedings, pending or threatened, contemplating the liquidation or dissolution of the City or threatening its existence; (f) to the actual knowledge of the City, but without independent investigation, the consummation of the transactions contemplated by this Resolution, the Bonds and the Bond Documents, and compliance by the City with the provisions thereof will not result in any breach of any of the terms, conditions or provision of, or constitute a default under, any indenture, lease, loan agreement or other instrument to which the City is a party or by which the City may be bound, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the City other than the Project, or result in any violation of any provisions of law; (g) to the actual knowledge of the City, but without independent investigation, the City is not in default in the performance and observance of any of the terms or conditions of the Bonds and the Bond Documents on its part to be performed or observed, and all conditions precedent provided in the Indenture relating to the issuance of the Bonds have been complied with; (h) to the actual knowledge of the City, but without independent investigation, no further approval, consent or withholding of objection on the part of any administrative or regulatory body, federal, state or local, is required in connection with the execution and delivery of the Bonds and the Bond Documents; (i) the City has not received notice of any pending, nor to the City's knowledge is there any threatened, action, suit, proceeding, inquiry or investigation against the City, at law or in equity, by or before any court, public board or body affecting the existence of the City or the titles of its officials to their respective offices, or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the pledge of revenues or assets of the City pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way materially adversely affecting or questioning(A) the territorial jurisdiction of the City, (B) the validity or enforceability of the Bonds, any proceedings of the City taken with respect to the Bonds, or the Bond Documents, (C) the exclusion of interest on the Bonds from gross income for purposes of federal income taxation, (D) the execution and delivery of the Bond Documents or the Bonds or (E) the power of the City to carry out the transactions contemplated by the Bonds or any of the Bond Documents; 0) to the City's actual knowledge, but without independent investigation, the representations and warranties of the City contained in the Bond Documents will be true and correct as of the closing date. 5. Subject to the final approval of the City's counsel, the forms of the Bond Documents are approved substantially in the forms submitted and are hereby authorized to be executed in the name and on behalf of the City by the Mayor and City Manager. Any other documents and certificates necessary in connection with the issuance of the Bonds are similarly authorized to be executed and delivered by the appropriate City officers. 6. The City shall proceed forthwith to issue its Bonds in the form and upon the terms set forth in the Indenture. The offer of the Placement Agent to place the Bonds for resale to accredited investors at par plus accrued interest to the date of delivery at the interest rate or rates specified in the Indenture as of the date of issuance of the Bonds at a rate not to exceed 8%per annum is hereby accepted. The Mayor and City Manager are authorized and directed to prepare and execute the Bonds as prescribed in the Indenture and to deliver them to the Trustee for authentication and delivery to the Placement Agent. 7. The officers of the City are authorized to prepare and furnish to the Placement Agent certified copies of all proceedings and records of the City relating to the Bonds and such other affidavits and certificates as may be required to show the facts relating to the Bonds 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. 8. The approval hereby given to the various documents referred to above includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City officials authorized herein to execute said documents prior to their execution; and said City officials are hereby authorized to approve said changes on behalf of the City. 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 of the Mayor or City Manager, any of the documents authorized by this resolution to be executed may be executed by the Acting Mayor or Acting City Manager,respectively. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF EDEN PRARUE, MINNESOTA, THIS 19th DAY OF DEC E , 2000. ean L.Harris,Mayor ATTEST: Kat een Porta, City Clerk (Seal) STATE OF MHS NESOTA COUNTY OF HENNEPIN CITY OF EDEN PRAIRIE I, the undersigned, being the duly qualified and acting City Clerk of the City of Eden Prairie, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a fall, true and complete transcript of the minutes of a meeting of the City Council of said City duly called and held on the date therein indicated, insofar as such minutes relate to the authorization of the issuance of the $3,000,000 Variable Rate Demand Industrial Development Revenue Bonds (S&W Plastics, LLC Project), Series 2000. WITNESS my hand this 19th day of December, 2000. Kathleen Porta, City Clerk