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HomeMy WebLinkAboutResolution - 615 - Authorize Acquisition, Construction & Leasing of Projects Under Minnesota Municipal Industrial Development Act & Sale & Issuance of Industrial Development Revenue Bonds, etc. - 12/12/1972 17CI*Ik'IUATION OF MINUTES RELATING TO $1 , 345 , 000 Industrial Development Revenue Bonds (Crown Auto Stores, Inc . ) Issuer: 'Village of Eden Prairie , Hennepin County, Minnesota Governing Body : Village Council Kind, date , time and place of meeting : A reM)_1ar' meeting , held on December 12 , 1972 , at 7. 30 o ' clock P M. at Village Mall. Members present• Paul Redpath, John Cosrnano, Ralph Tdesbi.tt, John McCulloch and Joan Meyers. Members absent : atone )Documents Attached : Minutes of said meeting (pages) : 5 pages Resolution No. 615 ' e 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 I , the undersigned , being the duly qualified and acting recording officer of the public corporation issuing the bonds re- ferred to in the title of this certificate, certify that the doc- uments attached hereto , as described above , have been carefully compared with the original records of said corporation in my legal custody, from which they have been transcribed ; that said documents are a correct and complete transcript of the minutes of a meeting of the governing body of said corporation , and correct and complete copies of all resolutions and other actions taken and of all doc- uments approved by the governing body at said meeting , so far as they relate to said bonds ; and that said meeting was duly held by the governing body at the time and place and was attended through- out by the members indicated above , pursuant to call and notice of such meeting given as required by law. WITNESS my hand officially as such recording officer this 18 day of December 19 72 . Signature Name and Title Member .Torn J'4CCu110ch introduced the following resolution and moved its adoption : RESOLUTION AUTHORIZING THE ACQUISITION , CONSTRUCTION AND LEASING OF A PROJECT UNDER THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT AND THE SALE AND ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS TO FINANCE THE PROJECT , SECURED BY A PLEDGE AND ASSIGNMENT OF THE REVENUES THEREOF AND A MORTGAGE OF THE PROJECT TO A TRUSTEE BE IT RESOLVED by the Village Council of the Village of Eden Prairie , Minnesota as follows : 1 . It has been proposed that the Village acquire certain real property and lease the same , together with one or more buildings and improvements to be constructed thereon and certain items of capi- tal equipment to be permanently located on such real property or in such buildings , to Crown Auto Stores , Inc . , a Minnesota corporation , which will use the Project for handling, storing , warehousing , pro- cessing and shipping products of manufacture , consisting primarily of automobile parts , supplies, tires and accessories , together with related office space and incidental features . The Council gave preliminary approval to the proposal by resolution duly adopted October 10 , 3.972 , and ratified that resolution with a resolution duly adopted on October 24 , 1972 , and pursuant to those resolutions , the following documents .relating to the Project have been submitted to the Council and are now, or shall be placed, on file in the Office of the Village Clerk. (a) Warranty Deed , conveying to the Village title to the leased land which is situated in Hennepin County , Minnesota (b) Lease , dated as of November 1 , 1972 , proposed to be made and entered into between the Village and Crown Auto Stores, Inc . , as Tenant; (c) Mortgage and Indenture of Trust, dated as of November 1 , 1972 , proposed to be made and entered into between the Village and the First Trust Company of Saint Paul , Minnesota, as Trustee; and (d) Official Statement , or prospectus . l _1_ 2 . It is hereby found , determined and declared that : (a) the real property , building or buildings , improve- ments and leased equipment described in the Warranty 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 is and the effect thereof will be to promote the public welfare by the attraction, encourage- ment 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 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 as a base for providing governmental services and facilities ; and the 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 govern- mental services ; (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 Tillage and the School District in which the Village .;..s 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 Develop- ment 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 deter- mines to be necessary, desirable and proper, to provide for the construction, acquisition and installation of the building or buildings , improvements and leased equipment to be included in the Project by such means as shall be available to the Tenant and in the manner determined r, -2- 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 Industrial Development Revenue Bonds in the amount of $1 , 345 , 000 to be issued by the Village upon the terms set forth in the Indenture , under the provisions of which the Village ' s interest in the Tease and the rentals will be pledged and the Project will be mortgaged to the Trustee as security for the payment of principal and interest or. 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 mainte- nance of the Project including, but without limitation, adequate insurance thereon and insurance against all -liability for injury to persons or property arising from the oepration 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) 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 other than the revenue pledged to the payment thereof ; the Village is not subject to any liability thereon, no holders of the Bonds shall ever have the right to compel any exercise 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 conveyance by the Warranty Deed of the leased land. The Lease , 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 Manager , upon execution thereof by the officers of Crown Auto Stores , Inc. The Mortgage and Indenture of Trust , with such variations , insertions and additions as the Village Attorney may hereafter deem -3- appropriate , is directed to be executed in the name and on behalf of the Village by the Mayor and Village Manager 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 , with the exception of the statements contained therein under the heading "The Guaranty" and the heading "The Company" , and the Village hereby consents to the distribution of such official statement , or prospectus , to prospective purchasers 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 , (Crown Auto Stores , Inc . ) , dated as of November 1 , 1972 , in the principal amount of $1 , 345 , 000 , in the form and upon the terms set forth in the Mortgage and Inden- ture of Trust , which terms are for t is prupose incorporated in this resolution -and made a part thereof . of Dain, Kalman & Quail , Incorporated to 2urchase such bonds at a price of 96 . 500 of " ieir� r value P1. t .ion u on the terms and can i s set fort�i 'in—he Mortgage and Indentureof Trust is ere y oun and determined to be reasonable and is hereby accepted. The Mavor 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 authentication and delivery to the purchaser. If , on the date of closing, the definitive 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 typewritten form, payable to the purchaser or its order, maturing on February 1 , 1973 , to be paid by an exchange , on a par for par basis , for the definitive Bonds which the Village shall issue on or before February 1 , 1973 . 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 Manager 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 proceed- ings and records of the Village relating to the Bonds , and such other affidavits and certificates as may be required 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 fur- nished , shall constitute representations of the Village as to the trust of all statements contained therein . _4- 6 . The Village Manager is also authorized and directed in behalf of the Village , to complete , sign and file with the Internal Revenue Service a statement of the election by the Village to issue its Industrial Development Revenue Bonds in an aggregate principal amount exceeding $1 , 000 , 000 but not exceeding $5 , 000 , 000 , as provided by the Internal Revenue Code of 1954 , as amended . Passed December 12 , 1972 May Vr Attest: L 6e;l,2, Village Cl k The motion for the adoption of the foregoing resolution was duly seconded by Member Mrs. Meyers , and upon vote being taken thereon, the following voted in favor thereof: Paul Redj}ath, John McCulloch, John Cosmano, Ralph Nesbitt and Joari Meyers. and the following voted against the same : None whereupon said resolution was declared duly passed and adopted, and was signed by the Mayor, which was attested by the Village Manager. f -5-