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#571 08-06-73 Authorize Issue Revenue Bonds157 Resolution No. 571 August 6, 1973 Member Bix introduced the following resolution and MOVED its adoption: RESOLUTION AUTHORIZING THE ACQUISITION, CONSTRUCTION AND LEASING OF A PROJECT UNDER THE MINNESOTA. MUNICI- PAL INDUSTRIAL DEVELOPMENT ACT AND THE SALE AND ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS TO FINANCE THE PROJECT, SECURED BY A PLEDGE AND ASSIGN- MENT OF THE REVENUES THEREOF AND A MORTGAGE OF THE PROJECT TO A. TRUSTEE, AND DESIGNATING THE VILLAGE REPRESENTATIVE FOR THE PROJECT BE IT RESOLVED by the Village Council of the Village of Golden Valley, Minnesota as follows: 1. It has been proposed that the Village acquire certain real property within the Village and lease the same, together with one or more buildings and improvements to be constructed thereon, to Jewelmont Corporation, a Minnesota corporation (hereinafter, the Company), which will use the Project for handling, storing, warehousing, processing and shipping products of manufacture, con- sisting primarily of jewelry and scientific instruments. The Council gave preliminary approval to the proposal by resolution duly adopted May 21, 1973, and pursuant to that resolution, the following documents relating to the Project have been submitted to the Council and are now on file in the Office of the Village Clerk. (a) Warranty Deed, conveying to the Village title to the real estate which is situated in Hennepin County, Minnesota; (b) Lease, dated as of August 1, 1973, proposed to be made and entered into between the Village and Jewelmont Corporation, as Tenant; (c) Mortgage and Indenture of Trust, dated as of August 1, 1973, proposed to be made and entered into between the Village and the First Trust Company of Saint Paul, St. Paul, Minnesota, as Trustee; and (d) Official Statement, or prospectus. 2. It is hereby found, determined and declared that: (a) the real property, building or buildings, and improvements des- cribed in the Waranty Deed, Lease and Indenture referred to in paragraph 1 constitute a Project authorized by the Municipal Industrial Development Act; (b) the purpose of the Project, as defined in the Lease and Indenture, is and the effect thereof will be to promote the public welfare by the attraction, encouragement, retention and development of economically sound industry and commerce so as to prevent, so far as possible, the emergence of blighted and marginal lands and areas of chronic unemployment; the development and retention of industry to use the available resources of the community, in order to retain the benefit of its existing investment in educational and public service facilities, by halting the movement of talented, educated personnel of mature age to other areas and thus preserving the economic and human resources needed Resolution No. 571 August 6, 1973 as a base for providing governmental services and facilities; more intensive development of land available in the community to provide an adequate tax base to finance the increase in the amount and cost of governmental services; and a better distribution of tax burdens between industrial or commercial properties and residential properties within the Village; (c) the Project is to be located within the Village limits, at a site which is easily accessible to employees residing within the Village and the surrounding community, and to means of transportation of materials and products by rail and highway; (d) the Project when completed will add significantly to the tax base of Hennepin County, the Village and School District in which the Village is located; (e) the Project has been approved by the Commissioner of Economic Development of the State of Minnesota as tending to further the purposes and policies of the Industrial Development Act; (f) the acquisition and construction of the Project, the issuance and sale of the bonds, the execution and delivery of the Lease and of the Indenture, and the performance of all covenants and agreements of the Village contained in the Lease and Indenture and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Lease, Indenture and Bonds valid and binding obligations of the Village in accordance with their terms, are authorized by the Municipal Industrial Development Act; (g) it is desirable that the -Tenant be authorized, in accordance with the provisions of Section 474.03 (6) of the Industrial Development Act and subject to the terms and conditions set forth in Article 3 of the Lease, which terms and conditions the Village determines to be necessary, desirable and proper, to provide for the construction, acquisition and installation of the building or buildings and improvements to be included in the Project by such means as shall be available to the Tenant and in the manner determined by the Tenant, and with or without advertisement for bids as required for the construction and acquisition of other municipal facilities; (h) it is desirable that a series of Industrial Development Revenue Bonds in the amount of $740,000 be issued by the Village upon the terms set forth in the Indenture, under the provisions of which the Village's interest in the lease and the rentals will be pledged and the Project will be mortgaged to the Trustee as security for the payment of principal and interest on the bonds; (i) the rentals charged in the Lease for the use of the Project are fixed, and required to be revised from time to time as necessary, so as to produce income and revenue sufficient to provide for prompt payment of principal of and interest on all Bonds issued under the Indenture when due, and the Lease also provides that the Tenant is required to pay all expenses of the operation and maintenance of the Project 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 leased premises and payable during the term of the Lease, during which term a tax is imposed by Minnesota Statutes, Section 474.03(3) Resolution No. 571 August 6, 1973 for the privilege of using and possessing the Project, in the same amount and to the same extent as though the Tenant were the owner of all real and personal property comprising the same; and (j) under the provisions of Minnesota Statutes, Section 474.10, and as provided in the Lease and Indenture, the bonds are not to be payable from nor charged upon any funds of the Village other than the revenue pledged to the payment thereof; the Village is not subject to any liability thereon, no holders of the Bonds shall over have the right to compel any exercise of the taxing power of the Village to pay any of the Bonds or the interest thereon, nor to enforce payment thereof against any property of the Village except the Project mortgaged by the Indenture; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the Village except the Project; each Bond issued under the Indenture shall recite that the Bond, including interest thereon, is payable solely from the revenue pledged to the payment thereof; and no Bond shall constitute a debt of the Village within the meaning of any constitutional or statutory limitation. 3. The forms of Warranty Deed, Lease and Mortgage and Indenture of Trust referred to in paragraph 1 are approved. The Village accepts the con- veyance by the Warranty Deed of the real estate therein described. The Lease, with such variations, insertions and additions as the Village Attorney may here- after deem appropriate, is directed to be executed in the name and on behalf of the Village by the Mayor and Village Clerk, upon execution thereof by the officers of the Company. The Mortgage and Indenture of Trust, with such variations, insertions and additions as the Village Attorney may hereafter deem appropriate, is directed to be executed in the name and on behalf of the Village by the Mayor and Village Clerk and delivered to the Trustee. Copies of all of the documents shall be delivered, filed and recorded as provided therein. The official statement, or prospectus, with such variations, insertions and additions as the Village Attorney may hereafter deem appropriate, is hereby approved, and the Village hereby consents to the distribution of such official statement, or prospectus, to prospective purchases of the Bonds. 4. In anticipation of the collection of revenues of the Project, the Village shall proceed forthwith to issue its Industrial Development Revenue Bonds, (Jewelmont Corporation), dated as of August 1, 1973, in the principal amount of $740,000, in the form and upon the terms set forth in the Mortgage and Indenture of Trust, which terms are for this purpose incorporated in this resolution and made a part thereof. The proposal of Dain, Kalman & Quail, Incorporated to purchase such bonds at a price of 96% of their par value plus accrued interest, upon the terms and conditions set forth in the Mortgage and Indenture of Trust is hereby found and determined to be reasonable and is hereby accapted. The Mayor and Village Manager are authorized and directed to prepare and execute the Bonds as prescribed in the Mortgage and Indenture of Trust and to deliver them to the Trustee, together with a certified copy of this resolution and other documents required by the Mortgage and Indenture of Trust, for authenti- cation and delivery to the purchaser. If, on the date of closing, the definite Bonds are not ready for execution, pending preparation of the definitive Bonds, the Mayor and Village Manager are authorized upon request of the purchaser of the definitive Bonds, to execute and deliver to such purchaser one or more Temporary Notes, in accordance with Section 474.07, Minnesota Statutes, which shall be substantially in the form prescribed for the definitive Bonds but in 160 Resolution No. 571 August 6, 1973 typewritten form, payable to the purchaser or its order, to be paid by an exchange, on a par for par basis, for the definitive Bonds which the Village shall issue as soon as practicable. Any such Temporary Note or Notes shall be in denominations mutually agreeable to the purchaser and Mayor and Village Manager. 5. The Mayor and Village Clerk and other officers of the Village are authorized and directed to prepare and furnish to the purchaser of the Bonds, when issued, certified copies of all proceedings and records of the Village relating to the Bonds, and such other affidavits and certificates as may be re- quired to show the facts relating to the legality and marketability of 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 Village as to the trust of all statements contained therein. 6. The Village Manager is hereby designated as Village Representative, and the Village Clerk as alternate Village Representative, for all purposes of the Lease and Indenture, with full authority to do, in behalf of the Village, all those things required or authorized in the Lease and Indenture by action or upon certificate of the Village Representative. Passed by the Village Council of the Village of Golden Valley this 6th day of August, 1973. / Mayo i Attest: Village Clerk The motion for the adoption of the foregoing resolution was seconded by Member Hoover, and upon vote being taken thereon, the following members voted in favor thereof: Bix, Hoover, and Ulstad; and the following abstained; Moberg and Riggs, whereupon said resolution was declared duly passed and adopted, signed by the Mayor and his signature attested by the Village Clerk.