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98-834Council File # 9 g_ g 3-I � ; rresentea by � Refened To WFIII2EAS: Green Sheet # t 3�a � RESOLUTION CITY OF SAINT PAUL, MINNESOTA ;la Committee Date 1. T'he Port Authority of the City of Saint Paul (the "Authority�') has given its appmval to the issuauce of up to $2,500,000 of its Variable Rate Dewaud Ivdustrial Development Revenue Bonds (Miratec Systems, Inc. Project) Series 1998A (the "Series A Bonds") and TaYable Vuiable Rate Demand Inchistrial Development Revenue Bonds (Miratec Systems, Inc. Project) Series 1998B (the "Series B Bonds" and, together with the Series A Bonds, the "Bonds"), to finauce the wsts to be iucnrred bq the Guinee Family Lunited Partue�slrip, a Minuesota limited partnersbip (the `Borrowei") in connedion with the acqnisirio4 conshvction and equil�pinS of a mamifacuiring, warehouse and office facility to be located in the Ciry of Saint Paul, Minnesota (ffie "ProjecP') and to be owned by ihe Bonower and leased to Miratec Systems, Inc.; and 2. Laws af Minnesota 1976, Chapter 234, pravides that azry issue of revenue bonds authorized tsy the Authority shall be issned only with the consent of the Cizy Cowicil of the City of Saim Paul, by resolution adopted in accordance with law; and i 3. Approval of the issuauce of the proposed Bonds by the City Conncil is aLso required by Section 14?(t� of tlte Iniemal 5 Revenue Code of 1986, as amended; and 3 4. To meet the requirements of boW state and federallaw, the Port Aufliority tias requested tUat the City Council gives its 3 requisite approv� to the issn�u�ce of the pmposed Bonds by ihe Port Authority, subjed to final approval of the details of said Bonds by the J Port AuTl�ority. NOW, TFIEREFORE, BE IT RESOLVED by the Council of the Ciry of Sainz Paul that in accordance with the iequirements of Section 147(� of the Intemal Revenue Code of 1986, as amended, and in ac�ordance with Laws of Minuesota 1976, Ctiapter 23A, the City Council hereby apprwes the issuance of the aforesaid Bonds by the Port Authoriry for the }xirpases described in the Port Authority resolution a�pted August 35, 1998, the e�ct details of wlucli, including but not lunited to, pmvisions relating to maturities, interest rates, disconnt, rec�mption, and the issuance of additional bonds are to be detennined iry t1�e Port Auihority, and the City Councii herehy author'�es the issaance of azry additianal bonds (including refwiding bouds) by the Port AutUority found by the Port Authority W be necessary for canying out the purposes for wlrich the aforedescnlxd Bonds aze issued. Adopted: September 9, 1998 �!�l►EP� ' • - � : .��_� • . - � .' ��_ ��__ �e�� 3:\QATA\MAI\COUNCIL\MIRACOUN.DOC .' Adoptedby Council: Date <`�,�� `�� Adoprion Certified by Council Secretary � . �, : � Requested by arhnent of: � � �� — ��-� � �g-�3y G;\DATA\MAI\COUNCIL\MIRACOUN.DOC Form Approved City Attomey By: //�i�-`- —S - � T_� ae-t3y Port Authority """" $/25/98 NUMBERFOR ftOOTING TOTAL # OF SIGNATURE PAGES G� REEN OEPARTMENT OIRECT C17V ATTORNEY BUDGET DIPECTOR MAYOR (OR ASSISTAN AI.L LOCATIONS FOR N° _13121 INITIALlDATE — CI1Y COUNCII CIiV CIERK FIN. & MGT. SEflVICES DIR. 4CTION REQUESTE�: Approval of final resolution authorizing the issuance of an approximately $2,5.00,000 conduit hond issued to Guinee Family Limited Partnership (Miratec Systems, Inc.). or _ PIANNING COMMISSION ( _ CIB COMMI'ffEE A . _ STAFF _ . _ DISTRICT COURT __ . SUPPORTS WHICH COUNCIL OBJECTIVE? PERSONAI SERVICE CONTRACTS MUST ANSWER THE FOLLOWING QUESTIONS: 7. Has this personNirm ever worketl under a coMracf for ihis tlepartment? Board ves No 2 Has this personftirm ever been a ciTy employee? YES NO 3. Does this parsonffirm possess a skill not normally possessed by any current City employee? YES NO Ezplain all yes answers on separate sheet e�a attach to green sheet Bert and Caro1 Guinee started Miratec Systems, Inc. in 1988 to fabricate and market architectural graphics made out of pressure sensitive and flexible vinyl material. They will be expanding their business by constructing a 44,500 Sq. Ft, facility in Williams Hi11 Business Park. There will initially be 36 jobs, with 67 after year five and throughouC the remaining term of the Work Force Agreement. Guinee Family Limited Partnership (Miratec SysCems, Inc.) will be occupying land in Williams Hill Business Park, thus adding to the tax base of the City of Saint Paul. They will be transferring 36 jobs to the site and adding 31 new jobs by the end of five years. iAWANTAGES IF APPROVED. N/A S�P � � �� oss of approximately 31 jobs and tax revenue for the City of Saint Paul. 1MOUNT OF TRANSACTION $ Z��Oa � OOO rt Authority Taxable and Non-T�able ±SOURCE COnduit Bond ISSUe INFORMATION' (EXPlA1N) COSTfREVENUE BUDGETEp (CIRCLE ONE) ACTIVITY NUM6ER � � CL#-�IIL9 q Q -r3y tIN OF THE CIN OF SAINT PAUL ,,.,., �„.�,.,ARK TOWERS • 345 ST. PETER STREET Ms. Pam Wheelock, Director Piann+ng & Economic Development Department 1300 City Hall Annex 25 West Fourth Street Saint Paui, Minnesota 55102 • ST. PAUL. MN 55102-1bb1 August 25, 1998 RE: $2,50�,OU0 TAX-EXEMPT AND TAXABLE CONDUIT BOND 15SUE GUtNEE FAMILY LtMITED PARTNERSHIP Dear Ms. Wheelock: FAX (612) 22�5198 TOLL FREE (800) 328-8417 + PHONE (612) 224-5686 We submit for your review and referraf to the office of the Mayor, City Councii, and City Attorney's office, details pertaining to the issuance of a tax-exempt and taxabie conduit bond issue in the approximate amount of $2,500,000 to finance the acquisition and construction of a new facility of approximately 45,000 square feet in the WiHiams Hill Business Park, Saint Paul, Minnesota. The Port Authority has received an industriai revenue bond allocation from the State of Minnesota Small Issue Pool, as the project is manufacturing. The City of Saint Paul's entitlement ailocation will not be affected by this application. In addition to the stafE memorandum, we are attaching a draft copy of the proposed City Councii Resolution and a copy of the Resolution conducting the required public hearing and authorizing the sale of the revenue bond issue in the amount of $2,330,000 that will be considered by the Port Authority's Board on August 25, i998. City Council action will be required after the Port Authority's Board meeting of August 25, 1995. Your expeditious handiing of this matter wiil be appreciated. Sincerely, i� � Kenneth R. Johnson President KRJ:sjs Attachment cc: Mayor Coleman '� G: WATA�MAISCOUNCILIMIR4TEC.DOC � o�g -�3y SAINT PAtTI. PORT AUTHORITY � .•• . r TO: BOARD OF COMMlSS10NERS (Meeting August 25, 1998) FROM: Melanie A. isakson 1✓�a' Lorrie Louder � � Kenneth R. Jo nson/� DAT�: August 18, 1998 SUBJECT: GUINEE FAMILY LIMITED PARTNERSHIP (MIRATEC SYSTEMS, INC.) AUTHORIZATION FOR AN APPROX{MATE $2,330,000 TAX EXEMPT APID TAXABLE BOND 15SUE RESOLUTION NO. 37z4 ACTION REQUESTED Approval of finai resolution authorizing the issuance of an approximate $2,330,OQ0 conduit bond issued to Guinee Family Limited partnership (Miratec Systems, Inc.). Attached is a report outiining the terms of the tax exempt and taxabfe bond issue. We recommend approvai of this transaction. sjs Attachment G:IDATA5MA11FILESW7IRATECIGUINCRMO.DOC 8128198 GUINEE FAMILY LIMITED PARTNERSHIP (Miratec Systems, lnc.) Action Reauested: Approvai of final resolution authorizing the issuance of an approximate $2,330,000 conduit bond issued to Guinee Family Limifed Parfnership (Miratec Systems, Inc.) Project Summarv: Series A-$1,730,OOQ tax exempt Series B - $600,000 taxabie Tvae; Term (ssuer Borrower Trustee• Letter of Credit Bank Piacement Agents: Remarkefinp Agent: Borrowers Counsei Variable rate demand industrial development revenue bonds Series A - 25 Years Series B - 7 Years Port Authority of fhe City of Saint Pau! Guinee Family Limited Partnership U.S Bank Trust Nationai Association U. S. Bank Nafional Association Piper Jaftray, lnc. Piper Jaffray, Inc. Miller & Schroeder Financial, tnc. Thomas, Moran, Groth, Limited Placement Agent's Counsel: Oppenheimer Wolff & Donnelly Letter af Credit Bank Counse Bond Counsel Background• The Borrower. Dorsey & Whitney LLP Laonard Street & Deinard The Borrower, Guinee Family Limited Partnership, is owned and controiled by Bert T. Guinee and Caroi A. Guinee who are the � Guinee Family Limited Partnership (Credit Committee Meeting) August13,1998 Page 2 ��" 8 '� owners of Miratec Systems, inc. (the "Gompany'�. The limited partnership exists for fhe purpose of owning the reai estate located in the Williams Hi{I Business Park. The operating enfity, Miratec Systems, lnc wi(! support the debt through an Assignment of a Master Lease of the project. The Com�anv Bert and Carol Guinee began Miratec Systems, Inc. in 1988 as a wholesa{e onfy graphics manufacturer specializing in computer imaged vinyl graphics, flexible and plastic sign face graphics, awning covers, roll striping, lam+nation and digital imaging, servir�g the visual communications industry nationwide. Employment impact: The company expects to doubie its manufacturing area and to increase its workforce. Initial4y, the company wiii transfer 36 jobs to the site and has agreed to the fo!lowing employment increases: 43 after year one 50 after year two 56 after year three 61 after year four 67 after year five and throughout the remaining term of the workforce agreement. This exceeds the Port's development criteria of one job per 1,000 square feet of buiiding. Miratec Systems has agreed to pay its employees no less than $8 per hour plus benefits which is the current starking hourly wage. Miratec also agrees to fill at least 70 percent of its newly created jobs with residents from the city of Saint Paul. Estimated Sources and Uses of Funds: Sources of Funds: Bonds Proceeds Tax exempt $1,73Q,000 Bond Proceeds Taxable $ 600,000 Equity $ 500,000 Uses of Funds Constructian Equipment �ees Contingency Total $2,830,000 Totai 1,800,000 soo,000 252,000 2ss,000 $2,830,Q00 Guinee Family Limited Partnership (Credit Committee Meeting} August 93, 199$ Page 3 The Bonds: The Bonds witi be issued in the approximate principat amount of $2,330,000 and will bear interest at a var+able rate established weekly by the Remarketing Agent. The maximum interest rate is 12% for any tax exempt bonds and 18% for the taxable bonds The Project: The Bonds proceeds will be loaned to the borrower and used to consfrucf a new 44,500 square foot manufacturing, warehouse and office facility described as the "Project". The "Borrower" Guinee Family Limited Partnership will lease the "Project" to the "Company", who will initially occupy approximately 22,000 square feet, The Company intends to sublet the remainder of the project to one or more manufacturing concems until such time as if needs fhe space for its own operation. Assurance of Tax Exemption: Since a portion of the property wi(1 be sublet, Section 5.03 to the Loan Agreement requires the approvat of these tenants by the Port Authority Bond Counsel. Fees: The Port Auth�rity will receive 1/8% upfront and 1/8% monthly thereafter. Security for the Bonds Conduit Financinu:7he bonds will be conduit financing of the Authority and will not constitute or give rise to a liability of the Authority, the Ciry of Saint Paul, or the State of Minnesota or a charge against tf�eir general credit or taxing powers. No bondholder wi!! have the righf to demand payment on the bonds out of any funds to be raised from taxation or from any revenue sources other than those expressly pledged to payment of the bonds pursuant to the indenture. This includes the amounts drawn on the Letter of Credit and amounts payable by the borrower under the loan agreement. Loan Agreemen� Under the indenture the Authority has pledged its interest in the loan agreement to the trustee to secure the bonds. The trustee is authorized to exercise the rights of the Authority and to enforce the ob(igafions of the borrower under the loan agreement. Guinee Family Limited Partnership (Credit Committee Meeting) August 13, 1998 Page 4 qg "��`� Letter of Credit: Payment of the principal amount and purchase price of the bonds and up to approximately 53 days interest thereon wiq be secured initially by the initial Letter ot Credit, or under cettain circumstances, a subsfitute Letter of Credit. The Trustee is required to present a draft under the Letter of Credit to pay principal and interest when due on the bonds. The honds are offered primarily on the basis of the financial strength of the Letter of Credit bank and not on the basis of the financial strength of the borrowet or the company. The Letter of Credit wili have an initiaf term of one year and will be extended for up to ten consecutive one year periods at the request of the Borrower and upon satisfaction of certain conditions. If the Letter of Credit is not renewed or replaced the bonds will be subject to mandatory redempfion and the trustee is instructed to draw on the Letter of Credit before it expires to pay principal and interest then due. Disciosure: The Port Authority Commissioners by SEC rules are obligated to disclose any risks of facts you may be aware of that wouid affect the probability of repayment on these bonds. Recommendation: Recommend approval of authorizing issuance of the approximate $2,330,OD0 conduit bond issue on behalf of Guinee Family Limited Partnership (Miratec Systems, lnc.). sjs 11SPPA DELLIDATAIDATAWW�FILESWIIRATEC1Guineeu.doc W � �, � }- U U O O � � 4 V1 n N R u Z z N N � ° o� � ri . � � � F ^/... � Z N N � � � o;w� � 0 3-. 8 ' W o 1� 6 ,° � p a fn M n0� •- - � t o� ° o � �� 2 o �v -� � � M a w 0 w Z �; �Z c� ¢ 3 ,� w � w oZ z � o� ¢ ,z„ a o v � L ^= Y m a V- � W O� LLI W a W O Q � \ � q J � W � p6,.- fd= fd0 Np W � �\ N � cNi�� wv' a �" � �i d $ � a ° A r Z , o z _" s W F�1 � t w � � � y � N 0 w Nl 4�• S � � � � � � F m$ � � o z � � �-� � �+ � Q � � � � �� E J � (7 � W S (� �� Z j y� w m Ll l� a 2 2(� d p P� J a � � ; .ii � � �� Y fD 4 /i. i W �,�..s"`., �± � �• �"~'' ;'!°° -��. ~' : �,.! � ----- -..��='�_.__..,;�_ i ,-- �. �� ..: �� .�'' .- �------------� . - . f �,� ' j / % _ ..� O ./✓'°�.-.._.....,.• � �''� j ,� �\ i � , i j / / � ,` 1, � � �� 1 � � L��---- J_ � _ ^-�_ ��1J � V t J ._...-...-�-^ E�i� ,.. _�'..~i .. .....�� _ ...__. . ... .r 1 � . I I�� f �� 1 -�. - �-. - � .. t..:1. ---__`.` _ C`1 .,�-.�_'— — -- !�----- — i' 1 � � `��`„ _ .._�� '___�_ .� \\ .\ \ � �` � d 0 0 � 0 N N O W � ..-""""' ' �� ' '"'.-_ , y� y ,_. ] ' ' ��t .".... ' �I� ' r��_�'�' .. .. �� 5�� ...... _______ .._."'.' --.. . . i ._�' _� 1 .�� ......... � 2 J 3St AYMa4�M 31Y15N34> "�`.... w _ a � '\� ' /• f= _ i ��-d�`1 Resolution No. 3 7�� RESOLUTION OF THE PORT AUT'fiORITY OF THE CITY OF SAINT PAI3L ��' ' 1. It has been proposed that the Port Authority of the City of Saint Paui (the "Port Authority'� issue its Variable Rate Demand Industriat Development Revenue Bonds (Miratec Systems, Inc. Project) Series 1998A (the "Series A Bonds'� and Tasabie Variable Rate Demand Industriai Development Revenue Bonds (Miratec Spstems, Inc. Project) Series 1998B (the "Series B Bonds" an3, together with the Series A Bonds, the "Bonds'� in an aggregate principai amount not to exceed $2,SQO,QQO and that the proceeds of such Bonds be loaned to the Guinee Family L'united Partnership, a Minnesota limited partriershig (the "Bonower") to finance the acquisition, construction and equipping of a manufactiuing, warehouse and office facility (the "ProjecY') in the City of Saint Paui, Minnesota (the "City'�, to be owned by the Borrower and leased to Miratec Systems, Inc. 2. The Authoriry desires to facilitate the selective development of the City of Saint Paul and the metro east couununity, to retain and improve its tax base and to help it provide the range of services and employment opgortunities required by its population, and the Project wili assist in achieving that objective by increasing the assessed valuation of the metro east community; helping to maintain a positive relationship between assessed valuation and debt; and enhancing the unage and reputation of the metro east community. 3. The Project will result in additional employment opportuniries in the City of Saint Paul and the metro east community. 4. The Authority has been advised by the Bonower that long term conventional, commercial financing to pay the capital cost of the Project is available only on a limited basis and at such high costs of borrowing that the economic feasibility of operating the Froject would be significandy reduced, and that it has been acting to date in anticipation that the Authority would favorably consider this financing pmposal. 5. The Project and its financing has received an allocation of bonding authority from the State of Minnesota Department of Pinance. 6. The Authority's Credit Committee and Boazd have previously adopted their Resolutions No. 34 and 3704, respectively giving preliminary approval to the proposed issuance of revenue bonds. 7. Pursuant to the requirements of Section 147(� of the Intemai Revenue Code of 1986, as amended, and pursaant to a notice published by the Port Authority not less than 15 days prior to the public hearing, a public hearing has been held on the date hereof on the issuance of the Bonds, at which public hearing all persons were given an opportunity to speak. naaisa.m Gt8'- �� 1 8. The Bonds will be issued and secured by the tera�s of an Indenture of Trust (the "Indenture'� between the Port Authority and U.S. Bank Trust National Association in Saint Paul, Minnesota (the "Trustee'� and will be payable primarily from draws made on an irrevocable letter of credit issued by U.S. Bank National Association (the "Bank'� pursuant to a Letter of Credit and Reimbursement Agreement to be dated as of Segtember 1, 1998 (the "I,etter of Credit AgreemenY� between the Borrower and the Bank. 9. The BQnower and the Port Authority will atso enter inta a Loan Agreement (the "Loan AgreemenP� in wluch the Bonower will agree to maintain the Letter of Credit and make all payments due either to the Bank or on account of the Bonds. 10. The Bonds and the interest on the Bonds shaii be payable�solely from the revenue pledged therefor and the Bonds shall not constitute a debt of the Port Authority within the meaning of any constihrtional or statutory limitation of indebtedness, nor shali the Bonds constitute nor give rise to a pecuniary liability of ihe Port Authority or the City or a charge against their generai credit or taxing powers and shatl not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the Port Authority or the City other than their interest in said Pmject. 1 l. It is intended that interest on the Series A Bonds be excluded from gross income of the holders thereof for federal income tax purposes. NOW, THEREFORE, BE IT RESOLVED BY Tf� BOARD OF COIvINIISSIONERS QF THE PORT AUTHORITY OF THE CITY OF SAINT PAt3L, AS FOLLOWS: A. On the basis of information available to the Port Authority it appears, and the Port Authority hereby finds, that: the Project constitutes properties, used or useful in connection with one or more revenue producing enterprises engaged in any business within the meaning of Miruiesota Stazutes, Sections 469.152 to 469.165 (the "Act"); the Project furthers the purposes stated in the Act; and it is in the best interests of the port district and the people of the City of Saint Paul and in fiu2herance of the generai plan of development to assist the Bonower in financing the Project. B. For the purpose of financing the Project, and paying certain costs of issuance and other expenses in connection with the issuance of the Bonds, and provided that the Project and its financing receive approval by the Degartment of Trade and Economic Aevelopment ("DTED"}, the Port Authority hereby authorizes the issuance, sale and delivery of the Bonds in an aggregate princapal amount not to exceed $2,500,000. Each Series of Bonds shail be in such principai amounts as shall be deternuned by the President of the Port Authority and Bond Counsel, provided that the aggregate grincipal amount of Series A Bonds shall not exceed $1,730,000. The Bonds shali bear interest at such ntes, shall be numbered, shall be dated, shall mature, shall be subject to redemption prior to maturity, and shall be_in such form and have such other details and provisions as may be prescribed in the Indenture, substantially in the form now on file inthe offces of the Port Authority. C. Neither the Bonds, nor the interest thexeon, shall constitute an indebtedness of the Port Authority or the City within the meazung of any constitutional or statutory debt luuitation; nor shail they constitute or give rise to a pecuniary liabiliry of the City, the Port Autharity or a charge t7oa,sa.o� . q8`-�3�, against their general taxing powers and neither the full faith and credit nor the general taxing powers of the City or the Port Authority is pledged to the payment of ihe Bonds ot interest ihereon. D. Forms of the following documents have been submitted to the Port Authority for review andfor approval in connection with the sale, issuance and delivery of the Bonds: 1. the Bond Placement Agreement to be entered into between the Port Authority, the Borrower, Miller & Schroeder Financial, Inc. and Piper Jaffray Inc. (colleciively, the "Placement Agent'� {the "Bond Placement AgreemenP�; 2. theIndennue; 3. the Loan Agreement; 4. the Bonds; 5. the Prelinunary Placement Memorandum to be used in mazketing the Bonds (the "Official StatemenY'}; 6. the Remarketing Agreement dated as of September i, 1998 to be entered into by and beiween Piper Jaffray Ina {the "Remazketing AgenP') and the Borrower (the "Remarketing Agreement"); and 7. the Reimbursement Agreement and fomx of the Letter of Credit (collecYively, the "Documents"). E. It is hereby found, determined and declared that: 1. The issuance and sale of the Bonds, the execution and delivery by the Port Authority of the Documents, as applicable, and the performance of all covenants and agreements of the Port Authority contained in the Documents, as applicable, and of all other acis and things required under the Constiturion and laws of the State of Minnesota to make the Documents and the Bonds valid and binding obligations of the Port Authority in accordance with their terms, aze authorized by Minnesota Statutes, Sections 469.152 througJ� 469.165, as amended (the "Act'�; 2. It is desirable that the Bonds be 3ssued by the Port Authority upon the general terms set forth in the Documents, as applicable; 3. Under ihe provisions of and as provided in the Documents, the Bonds are not to be payable from or a charge upon any funds. other than the revenues pledged to the payment thereof; no holder of the Bonds shall ever have the right to compel any exercise by the City or the Port Authority of its taacing powers to pay the Bonds or the interest or premium thereon, or to enforce payment thereof against any property of the City or the Port Authority except the interests of the Port Authority and the City which have been pledged to the Trustee under the Indenture; the Bonds shall not constitute a charge, lien or noa�sa.ot � 8' -�3 �{ encumbrance, legal or equitabie, upon any property of the City or the Port Authority except the interests of the Port Authority and the City which have been piedged to the Trustee under the Indenture; the Bonds sha11 each recite that they aze issued without moral obligation on the part of the State or its political subdivisions, and that the Bonds, including interest thereon, are payable solely from the revenues pledged to the payment thereof; and the Bonds shall not constihrte a debt of the City or the Port Authority within the meaning of any constitutional or statutory limitation. F. The fornis of the Documents and e�ibits thereto are approved substantially in the fomvs submitted and on file in the offces of the Port Authority, with such subsequent changes as may be approved by Port Authority staff and Bond Counsel as contemplated by paragraph H. The Chair and Secretary of the Port Authority, or such other officer as may be appropriate in the absence of eiffier the Chair or Secretary, aze hereby authorized and directed to execute the Documents (to the eactent the Port Authority is a parry thereto) in substantially the forms submitted, as modified pursuant to paragaph H, and any other documents and certificates which in the opuuon of Port Authority sTaff and Bond Counsel are necessary to the tra��saction herein described The execution of any instrument by the appropriate of&cer or officers of the Port Authority herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. The execution of any documents necessary for the transaction herein described bp individuals who were at the time of execution thereof the authorized officers of the Port Authority shall bind the Port Authority, notwithstanding that such individuals or any of them has ceased to hold such office or offices prior to the authentication and delivery of the Bottds. Copies of all of the documents necessary to the transaction described shall be delivered, filed and racorded as provided herein and in the Indenture. G. The President and other officers of the.Port Authoriry are authorized and directed to prepare and furnish to the Placement Agent and Bond Counsel certified copies of proceedings and records of the Port Authority relating to the issuance of the Bonds and other transact3ons herein contempiated, and such other affidavits and certificates as may be required to show the faets relating to the legality of the Bonds and the other tcansactions herein contempiated as such facts appeaz from the books and records in the officers' custody and control or as othen�ise known to them; and all such certified copies, certificates and affidavits, includ'ang any heretofoze fiunished, shall constitute representations of the Port Authority as to the truth of all statements contained therein. H. The approval hereby given to the various Documents refened to above includes approval of such additional details therein as may be necessary and appropriate, and such modificarions thereo� deletions therefrom and additions thereto as may be necessary and appropriate and approved by the Port Authority's President and Chief Financial Officer; and includes appmval of, among other things: 1. establishment of the final principal amount af the Bonds and the interest rate to be bome thereby for the uritial period; rop vided that the ruaximum aggregate principal_ amount of the Series A Sonds shall not exceed-$1,730,000, and the maximum aggregate principat amount of the Series A Bonds and the Series B Bonds together shall not exceed $2,500,000; and provided further that the m�imum interest rate on the Series A Bonds ,�oaisa.oi q�-d�3 � shall not exceed 12.00% per annum, and the maximum interest rate on the Series B Bonds shall not exceed 18.00%; 2. the establishment of the maturity schedule and cail provisions to be applicable to the Bonds; and 3. such related inshuments as may be required to satisfy the conditions of any purchaser of the Bonds. I. The Port Authority hereby conserns to the dishibution of the Official Statement, as such Official Statement is finalized with the participation of Port Authority staff and Bond Counsel. 'I'he proposal of the Piacement Agent to place the Bonds upon the terms and condirions set forth in the Bond Placement Agreement is hereby found and detemuned to be reasonable and is hereby accepted. 7. The authority to approve, execute and deliver future amendments to financing documents entered into by the Port Authority in connection with the issuance of the Bonds and the other transactions herein contemplated, is hereby delegated to the President of the Port Authority, provided that: (a) such amendments either do not require the consent of the holders of the Bonds, or the consent of the required percentage of the holders of the Bonds has been obtained with respect to such amendment; (b) such amendments do not materially adversely affect the interests of the Port Authority as the Sssuer of the Bonds; (c) such amendments do not contravene or violate any policy of the Port Authority; and (d) such amendments aze acceptabie in form and substance to Bond Counsel. The execurion of any instnunent by the President of the Port Authority shall be conclusive evidence of the approval of such instruments in accordance with the terms hereof. K. No covenant, stipulation, obligation or agreement contained herein or in the Documents shail be deemed to be a covenant, stipulation, obiigation or agreement of any member of the Boazd of Commissioners of the Port Authority, or any officer, agent or employee of the Port Authority in that persons individual capacity, and neither the Boazd of Commissioners nor any officer executing the Bonds shali be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Adopted: August 25, 1998 PORT AUTHORITY OF 'T'F� CITY OF SA1NT PAUL By � Its Chair ATTEST: _ — By — • Its e retary noa�sa.o� Council File # 9 g_ g 3-I � ; rresentea by � Refened To WFIII2EAS: Green Sheet # t 3�a � RESOLUTION CITY OF SAINT PAUL, MINNESOTA ;la Committee Date 1. T'he Port Authority of the City of Saint Paul (the "Authority�') has given its appmval to the issuauce of up to $2,500,000 of its Variable Rate Dewaud Ivdustrial Development Revenue Bonds (Miratec Systems, Inc. Project) Series 1998A (the "Series A Bonds") and TaYable Vuiable Rate Demand Inchistrial Development Revenue Bonds (Miratec Systems, Inc. Project) Series 1998B (the "Series B Bonds" and, together with the Series A Bonds, the "Bonds"), to finauce the wsts to be iucnrred bq the Guinee Family Lunited Partue�slrip, a Minuesota limited partnersbip (the `Borrowei") in connedion with the acqnisirio4 conshvction and equil�pinS of a mamifacuiring, warehouse and office facility to be located in the Ciry of Saint Paul, Minnesota (ffie "ProjecP') and to be owned by ihe Bonower and leased to Miratec Systems, Inc.; and 2. Laws af Minnesota 1976, Chapter 234, pravides that azry issue of revenue bonds authorized tsy the Authority shall be issned only with the consent of the Cizy Cowicil of the City of Saim Paul, by resolution adopted in accordance with law; and i 3. Approval of the issuauce of the proposed Bonds by the City Conncil is aLso required by Section 14?(t� of tlte Iniemal 5 Revenue Code of 1986, as amended; and 3 4. To meet the requirements of boW state and federallaw, the Port Aufliority tias requested tUat the City Council gives its 3 requisite approv� to the issn�u�ce of the pmposed Bonds by ihe Port Authority, subjed to final approval of the details of said Bonds by the J Port AuTl�ority. NOW, TFIEREFORE, BE IT RESOLVED by the Council of the Ciry of Sainz Paul that in accordance with the iequirements of Section 147(� of the Intemal Revenue Code of 1986, as amended, and in ac�ordance with Laws of Minuesota 1976, Ctiapter 23A, the City Council hereby apprwes the issuance of the aforesaid Bonds by the Port Authoriry for the }xirpases described in the Port Authority resolution a�pted August 35, 1998, the e�ct details of wlucli, including but not lunited to, pmvisions relating to maturities, interest rates, disconnt, rec�mption, and the issuance of additional bonds are to be detennined iry t1�e Port Auihority, and the City Councii herehy author'�es the issaance of azry additianal bonds (including refwiding bouds) by the Port AutUority found by the Port Authority W be necessary for canying out the purposes for wlrich the aforedescnlxd Bonds aze issued. Adopted: September 9, 1998 �!�l►EP� ' • - � : .��_� • . - � .' ��_ ��__ �e�� 3:\QATA\MAI\COUNCIL\MIRACOUN.DOC .' Adoptedby Council: Date <`�,�� `�� Adoprion Certified by Council Secretary � . �, : � Requested by arhnent of: � � �� — ��-� � �g-�3y G;\DATA\MAI\COUNCIL\MIRACOUN.DOC Form Approved City Attomey By: //�i�-`- —S - � T_� ae-t3y Port Authority """" $/25/98 NUMBERFOR ftOOTING TOTAL # OF SIGNATURE PAGES G� REEN OEPARTMENT OIRECT C17V ATTORNEY BUDGET DIPECTOR MAYOR (OR ASSISTAN AI.L LOCATIONS FOR N° _13121 INITIALlDATE — CI1Y COUNCII CIiV CIERK FIN. & MGT. SEflVICES DIR. 4CTION REQUESTE�: Approval of final resolution authorizing the issuance of an approximately $2,5.00,000 conduit hond issued to Guinee Family Limited Partnership (Miratec Systems, Inc.). or _ PIANNING COMMISSION ( _ CIB COMMI'ffEE A . _ STAFF _ . _ DISTRICT COURT __ . SUPPORTS WHICH COUNCIL OBJECTIVE? PERSONAI SERVICE CONTRACTS MUST ANSWER THE FOLLOWING QUESTIONS: 7. Has this personNirm ever worketl under a coMracf for ihis tlepartment? Board ves No 2 Has this personftirm ever been a ciTy employee? YES NO 3. Does this parsonffirm possess a skill not normally possessed by any current City employee? YES NO Ezplain all yes answers on separate sheet e�a attach to green sheet Bert and Caro1 Guinee started Miratec Systems, Inc. in 1988 to fabricate and market architectural graphics made out of pressure sensitive and flexible vinyl material. They will be expanding their business by constructing a 44,500 Sq. Ft, facility in Williams Hi11 Business Park. There will initially be 36 jobs, with 67 after year five and throughouC the remaining term of the Work Force Agreement. Guinee Family Limited Partnership (Miratec SysCems, Inc.) will be occupying land in Williams Hill Business Park, thus adding to the tax base of the City of Saint Paul. They will be transferring 36 jobs to the site and adding 31 new jobs by the end of five years. iAWANTAGES IF APPROVED. N/A S�P � � �� oss of approximately 31 jobs and tax revenue for the City of Saint Paul. 1MOUNT OF TRANSACTION $ Z��Oa � OOO rt Authority Taxable and Non-T�able ±SOURCE COnduit Bond ISSUe INFORMATION' (EXPlA1N) COSTfREVENUE BUDGETEp (CIRCLE ONE) ACTIVITY NUM6ER � � CL#-�IIL9 q Q -r3y tIN OF THE CIN OF SAINT PAUL ,,.,., �„.�,.,ARK TOWERS • 345 ST. PETER STREET Ms. Pam Wheelock, Director Piann+ng & Economic Development Department 1300 City Hall Annex 25 West Fourth Street Saint Paui, Minnesota 55102 • ST. PAUL. MN 55102-1bb1 August 25, 1998 RE: $2,50�,OU0 TAX-EXEMPT AND TAXABLE CONDUIT BOND 15SUE GUtNEE FAMILY LtMITED PARTNERSHIP Dear Ms. Wheelock: FAX (612) 22�5198 TOLL FREE (800) 328-8417 + PHONE (612) 224-5686 We submit for your review and referraf to the office of the Mayor, City Councii, and City Attorney's office, details pertaining to the issuance of a tax-exempt and taxabie conduit bond issue in the approximate amount of $2,500,000 to finance the acquisition and construction of a new facility of approximately 45,000 square feet in the WiHiams Hill Business Park, Saint Paul, Minnesota. The Port Authority has received an industriai revenue bond allocation from the State of Minnesota Small Issue Pool, as the project is manufacturing. The City of Saint Paul's entitlement ailocation will not be affected by this application. In addition to the stafE memorandum, we are attaching a draft copy of the proposed City Councii Resolution and a copy of the Resolution conducting the required public hearing and authorizing the sale of the revenue bond issue in the amount of $2,330,000 that will be considered by the Port Authority's Board on August 25, i998. City Council action will be required after the Port Authority's Board meeting of August 25, 1995. Your expeditious handiing of this matter wiil be appreciated. Sincerely, i� � Kenneth R. Johnson President KRJ:sjs Attachment cc: Mayor Coleman '� G: WATA�MAISCOUNCILIMIR4TEC.DOC � o�g -�3y SAINT PAtTI. PORT AUTHORITY � .•• . r TO: BOARD OF COMMlSS10NERS (Meeting August 25, 1998) FROM: Melanie A. isakson 1✓�a' Lorrie Louder � � Kenneth R. Jo nson/� DAT�: August 18, 1998 SUBJECT: GUINEE FAMILY LIMITED PARTNERSHIP (MIRATEC SYSTEMS, INC.) AUTHORIZATION FOR AN APPROX{MATE $2,330,000 TAX EXEMPT APID TAXABLE BOND 15SUE RESOLUTION NO. 37z4 ACTION REQUESTED Approval of finai resolution authorizing the issuance of an approximate $2,330,OQ0 conduit bond issued to Guinee Family Limited partnership (Miratec Systems, Inc.). Attached is a report outiining the terms of the tax exempt and taxabfe bond issue. We recommend approvai of this transaction. sjs Attachment G:IDATA5MA11FILESW7IRATECIGUINCRMO.DOC 8128198 GUINEE FAMILY LIMITED PARTNERSHIP (Miratec Systems, lnc.) Action Reauested: Approvai of final resolution authorizing the issuance of an approximate $2,330,000 conduit bond issued to Guinee Family Limifed Parfnership (Miratec Systems, Inc.) Project Summarv: Series A-$1,730,OOQ tax exempt Series B - $600,000 taxabie Tvae; Term (ssuer Borrower Trustee• Letter of Credit Bank Piacement Agents: Remarkefinp Agent: Borrowers Counsei Variable rate demand industrial development revenue bonds Series A - 25 Years Series B - 7 Years Port Authority of fhe City of Saint Pau! Guinee Family Limited Partnership U.S Bank Trust Nationai Association U. S. Bank Nafional Association Piper Jaftray, lnc. Piper Jaffray, Inc. Miller & Schroeder Financial, tnc. Thomas, Moran, Groth, Limited Placement Agent's Counsel: Oppenheimer Wolff & Donnelly Letter af Credit Bank Counse Bond Counsel Background• The Borrower. Dorsey & Whitney LLP Laonard Street & Deinard The Borrower, Guinee Family Limited Partnership, is owned and controiled by Bert T. Guinee and Caroi A. Guinee who are the � Guinee Family Limited Partnership (Credit Committee Meeting) August13,1998 Page 2 ��" 8 '� owners of Miratec Systems, inc. (the "Gompany'�. The limited partnership exists for fhe purpose of owning the reai estate located in the Williams Hi{I Business Park. The operating enfity, Miratec Systems, lnc wi(! support the debt through an Assignment of a Master Lease of the project. The Com�anv Bert and Carol Guinee began Miratec Systems, Inc. in 1988 as a wholesa{e onfy graphics manufacturer specializing in computer imaged vinyl graphics, flexible and plastic sign face graphics, awning covers, roll striping, lam+nation and digital imaging, servir�g the visual communications industry nationwide. Employment impact: The company expects to doubie its manufacturing area and to increase its workforce. Initial4y, the company wiii transfer 36 jobs to the site and has agreed to the fo!lowing employment increases: 43 after year one 50 after year two 56 after year three 61 after year four 67 after year five and throughout the remaining term of the workforce agreement. This exceeds the Port's development criteria of one job per 1,000 square feet of buiiding. Miratec Systems has agreed to pay its employees no less than $8 per hour plus benefits which is the current starking hourly wage. Miratec also agrees to fill at least 70 percent of its newly created jobs with residents from the city of Saint Paul. Estimated Sources and Uses of Funds: Sources of Funds: Bonds Proceeds Tax exempt $1,73Q,000 Bond Proceeds Taxable $ 600,000 Equity $ 500,000 Uses of Funds Constructian Equipment �ees Contingency Total $2,830,000 Totai 1,800,000 soo,000 252,000 2ss,000 $2,830,Q00 Guinee Family Limited Partnership (Credit Committee Meeting} August 93, 199$ Page 3 The Bonds: The Bonds witi be issued in the approximate principat amount of $2,330,000 and will bear interest at a var+able rate established weekly by the Remarketing Agent. The maximum interest rate is 12% for any tax exempt bonds and 18% for the taxable bonds The Project: The Bonds proceeds will be loaned to the borrower and used to consfrucf a new 44,500 square foot manufacturing, warehouse and office facility described as the "Project". The "Borrower" Guinee Family Limited Partnership will lease the "Project" to the "Company", who will initially occupy approximately 22,000 square feet, The Company intends to sublet the remainder of the project to one or more manufacturing concems until such time as if needs fhe space for its own operation. Assurance of Tax Exemption: Since a portion of the property wi(1 be sublet, Section 5.03 to the Loan Agreement requires the approvat of these tenants by the Port Authority Bond Counsel. Fees: The Port Auth�rity will receive 1/8% upfront and 1/8% monthly thereafter. Security for the Bonds Conduit Financinu:7he bonds will be conduit financing of the Authority and will not constitute or give rise to a liability of the Authority, the Ciry of Saint Paul, or the State of Minnesota or a charge against tf�eir general credit or taxing powers. No bondholder wi!! have the righf to demand payment on the bonds out of any funds to be raised from taxation or from any revenue sources other than those expressly pledged to payment of the bonds pursuant to the indenture. This includes the amounts drawn on the Letter of Credit and amounts payable by the borrower under the loan agreement. Loan Agreemen� Under the indenture the Authority has pledged its interest in the loan agreement to the trustee to secure the bonds. The trustee is authorized to exercise the rights of the Authority and to enforce the ob(igafions of the borrower under the loan agreement. Guinee Family Limited Partnership (Credit Committee Meeting) August 13, 1998 Page 4 qg "��`� Letter of Credit: Payment of the principal amount and purchase price of the bonds and up to approximately 53 days interest thereon wiq be secured initially by the initial Letter ot Credit, or under cettain circumstances, a subsfitute Letter of Credit. The Trustee is required to present a draft under the Letter of Credit to pay principal and interest when due on the bonds. The honds are offered primarily on the basis of the financial strength of the Letter of Credit bank and not on the basis of the financial strength of the borrowet or the company. The Letter of Credit wili have an initiaf term of one year and will be extended for up to ten consecutive one year periods at the request of the Borrower and upon satisfaction of certain conditions. If the Letter of Credit is not renewed or replaced the bonds will be subject to mandatory redempfion and the trustee is instructed to draw on the Letter of Credit before it expires to pay principal and interest then due. Disciosure: The Port Authority Commissioners by SEC rules are obligated to disclose any risks of facts you may be aware of that wouid affect the probability of repayment on these bonds. Recommendation: Recommend approval of authorizing issuance of the approximate $2,330,OD0 conduit bond issue on behalf of Guinee Family Limited Partnership (Miratec Systems, lnc.). sjs 11SPPA DELLIDATAIDATAWW�FILESWIIRATEC1Guineeu.doc W � �, � }- U U O O � � 4 V1 n N R u Z z N N � ° o� � ri . � � � F ^/... � Z N N � � � o;w� � 0 3-. 8 ' W o 1� 6 ,° � p a fn M n0� •- - � t o� ° o � �� 2 o �v -� � � M a w 0 w Z �; �Z c� ¢ 3 ,� w � w oZ z � o� ¢ ,z„ a o v � L ^= Y m a V- � W O� LLI W a W O Q � \ � q J � W � p6,.- fd= fd0 Np W � �\ N � cNi�� wv' a �" � �i d $ � a ° A r Z , o z _" s W F�1 � t w � � � y � N 0 w Nl 4�• S � � � � � � F m$ � � o z � � �-� � �+ � Q � � � � �� E J � (7 � W S (� �� Z j y� w m Ll l� a 2 2(� d p P� J a � � ; .ii � � �� Y fD 4 /i. i W �,�..s"`., �± � �• �"~'' ;'!°° -��. ~' : �,.! � ----- -..��='�_.__..,;�_ i ,-- �. �� ..: �� .�'' .- �------------� . - . f �,� ' j / % _ ..� O ./✓'°�.-.._.....,.• � �''� j ,� �\ i � , i j / / � ,` 1, � � �� 1 � � L��---- J_ � _ ^-�_ ��1J � V t J ._...-...-�-^ E�i� ,.. _�'..~i .. .....�� _ ...__. . ... .r 1 � . I I�� f �� 1 -�. - �-. - � .. t..:1. ---__`.` _ C`1 .,�-.�_'— — -- !�----- — i' 1 � � `��`„ _ .._�� '___�_ .� \\ .\ \ � �` � d 0 0 � 0 N N O W � ..-""""' ' �� ' '"'.-_ , y� y ,_. ] ' ' ��t .".... ' �I� ' r��_�'�' .. .. �� 5�� ...... _______ .._."'.' --.. . . i ._�' _� 1 .�� ......... � 2 J 3St AYMa4�M 31Y15N34> "�`.... w _ a � '\� ' /• f= _ i ��-d�`1 Resolution No. 3 7�� RESOLUTION OF THE PORT AUT'fiORITY OF THE CITY OF SAINT PAI3L ��' ' 1. It has been proposed that the Port Authority of the City of Saint Paui (the "Port Authority'� issue its Variable Rate Demand Industriat Development Revenue Bonds (Miratec Systems, Inc. Project) Series 1998A (the "Series A Bonds'� and Tasabie Variable Rate Demand Industriai Development Revenue Bonds (Miratec Spstems, Inc. Project) Series 1998B (the "Series B Bonds" an3, together with the Series A Bonds, the "Bonds'� in an aggregate principai amount not to exceed $2,SQO,QQO and that the proceeds of such Bonds be loaned to the Guinee Family L'united Partnership, a Minnesota limited partriershig (the "Bonower") to finance the acquisition, construction and equipping of a manufactiuing, warehouse and office facility (the "ProjecY') in the City of Saint Paui, Minnesota (the "City'�, to be owned by the Borrower and leased to Miratec Systems, Inc. 2. The Authoriry desires to facilitate the selective development of the City of Saint Paul and the metro east couununity, to retain and improve its tax base and to help it provide the range of services and employment opgortunities required by its population, and the Project wili assist in achieving that objective by increasing the assessed valuation of the metro east community; helping to maintain a positive relationship between assessed valuation and debt; and enhancing the unage and reputation of the metro east community. 3. The Project will result in additional employment opportuniries in the City of Saint Paul and the metro east community. 4. The Authority has been advised by the Bonower that long term conventional, commercial financing to pay the capital cost of the Project is available only on a limited basis and at such high costs of borrowing that the economic feasibility of operating the Froject would be significandy reduced, and that it has been acting to date in anticipation that the Authority would favorably consider this financing pmposal. 5. The Project and its financing has received an allocation of bonding authority from the State of Minnesota Department of Pinance. 6. The Authority's Credit Committee and Boazd have previously adopted their Resolutions No. 34 and 3704, respectively giving preliminary approval to the proposed issuance of revenue bonds. 7. Pursuant to the requirements of Section 147(� of the Intemai Revenue Code of 1986, as amended, and pursaant to a notice published by the Port Authority not less than 15 days prior to the public hearing, a public hearing has been held on the date hereof on the issuance of the Bonds, at which public hearing all persons were given an opportunity to speak. naaisa.m Gt8'- �� 1 8. The Bonds will be issued and secured by the tera�s of an Indenture of Trust (the "Indenture'� between the Port Authority and U.S. Bank Trust National Association in Saint Paul, Minnesota (the "Trustee'� and will be payable primarily from draws made on an irrevocable letter of credit issued by U.S. Bank National Association (the "Bank'� pursuant to a Letter of Credit and Reimbursement Agreement to be dated as of Segtember 1, 1998 (the "I,etter of Credit AgreemenY� between the Borrower and the Bank. 9. The BQnower and the Port Authority will atso enter inta a Loan Agreement (the "Loan AgreemenP� in wluch the Bonower will agree to maintain the Letter of Credit and make all payments due either to the Bank or on account of the Bonds. 10. The Bonds and the interest on the Bonds shaii be payable�solely from the revenue pledged therefor and the Bonds shall not constitute a debt of the Port Authority within the meaning of any constihrtional or statutory limitation of indebtedness, nor shali the Bonds constitute nor give rise to a pecuniary liability of ihe Port Authority or the City or a charge against their generai credit or taxing powers and shatl not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the Port Authority or the City other than their interest in said Pmject. 1 l. It is intended that interest on the Series A Bonds be excluded from gross income of the holders thereof for federal income tax purposes. NOW, THEREFORE, BE IT RESOLVED BY Tf� BOARD OF COIvINIISSIONERS QF THE PORT AUTHORITY OF THE CITY OF SAINT PAt3L, AS FOLLOWS: A. On the basis of information available to the Port Authority it appears, and the Port Authority hereby finds, that: the Project constitutes properties, used or useful in connection with one or more revenue producing enterprises engaged in any business within the meaning of Miruiesota Stazutes, Sections 469.152 to 469.165 (the "Act"); the Project furthers the purposes stated in the Act; and it is in the best interests of the port district and the people of the City of Saint Paul and in fiu2herance of the generai plan of development to assist the Bonower in financing the Project. B. For the purpose of financing the Project, and paying certain costs of issuance and other expenses in connection with the issuance of the Bonds, and provided that the Project and its financing receive approval by the Degartment of Trade and Economic Aevelopment ("DTED"}, the Port Authority hereby authorizes the issuance, sale and delivery of the Bonds in an aggregate princapal amount not to exceed $2,500,000. Each Series of Bonds shail be in such principai amounts as shall be deternuned by the President of the Port Authority and Bond Counsel, provided that the aggregate grincipal amount of Series A Bonds shall not exceed $1,730,000. The Bonds shali bear interest at such ntes, shall be numbered, shall be dated, shall mature, shall be subject to redemption prior to maturity, and shall be_in such form and have such other details and provisions as may be prescribed in the Indenture, substantially in the form now on file inthe offces of the Port Authority. C. Neither the Bonds, nor the interest thexeon, shall constitute an indebtedness of the Port Authority or the City within the meazung of any constitutional or statutory debt luuitation; nor shail they constitute or give rise to a pecuniary liabiliry of the City, the Port Autharity or a charge t7oa,sa.o� . q8`-�3�, against their general taxing powers and neither the full faith and credit nor the general taxing powers of the City or the Port Authority is pledged to the payment of ihe Bonds ot interest ihereon. D. Forms of the following documents have been submitted to the Port Authority for review andfor approval in connection with the sale, issuance and delivery of the Bonds: 1. the Bond Placement Agreement to be entered into between the Port Authority, the Borrower, Miller & Schroeder Financial, Inc. and Piper Jaffray Inc. (colleciively, the "Placement Agent'� {the "Bond Placement AgreemenP�; 2. theIndennue; 3. the Loan Agreement; 4. the Bonds; 5. the Prelinunary Placement Memorandum to be used in mazketing the Bonds (the "Official StatemenY'}; 6. the Remarketing Agreement dated as of September i, 1998 to be entered into by and beiween Piper Jaffray Ina {the "Remazketing AgenP') and the Borrower (the "Remarketing Agreement"); and 7. the Reimbursement Agreement and fomx of the Letter of Credit (collecYively, the "Documents"). E. It is hereby found, determined and declared that: 1. The issuance and sale of the Bonds, the execution and delivery by the Port Authority of the Documents, as applicable, and the performance of all covenants and agreements of the Port Authority contained in the Documents, as applicable, and of all other acis and things required under the Constiturion and laws of the State of Minnesota to make the Documents and the Bonds valid and binding obligations of the Port Authority in accordance with their terms, aze authorized by Minnesota Statutes, Sections 469.152 througJ� 469.165, as amended (the "Act'�; 2. It is desirable that the Bonds be 3ssued by the Port Authority upon the general terms set forth in the Documents, as applicable; 3. Under ihe provisions of and as provided in the Documents, the Bonds are not to be payable from or a charge upon any funds. other than the revenues pledged to the payment thereof; no holder of the Bonds shall ever have the right to compel any exercise by the City or the Port Authority of its taacing powers to pay the Bonds or the interest or premium thereon, or to enforce payment thereof against any property of the City or the Port Authority except the interests of the Port Authority and the City which have been pledged to the Trustee under the Indenture; the Bonds shall not constitute a charge, lien or noa�sa.ot � 8' -�3 �{ encumbrance, legal or equitabie, upon any property of the City or the Port Authority except the interests of the Port Authority and the City which have been piedged to the Trustee under the Indenture; the Bonds sha11 each recite that they aze issued without moral obligation on the part of the State or its political subdivisions, and that the Bonds, including interest thereon, are payable solely from the revenues pledged to the payment thereof; and the Bonds shall not constihrte a debt of the City or the Port Authority within the meaning of any constitutional or statutory limitation. F. The fornis of the Documents and e�ibits thereto are approved substantially in the fomvs submitted and on file in the offces of the Port Authority, with such subsequent changes as may be approved by Port Authority staff and Bond Counsel as contemplated by paragraph H. The Chair and Secretary of the Port Authority, or such other officer as may be appropriate in the absence of eiffier the Chair or Secretary, aze hereby authorized and directed to execute the Documents (to the eactent the Port Authority is a parry thereto) in substantially the forms submitted, as modified pursuant to paragaph H, and any other documents and certificates which in the opuuon of Port Authority sTaff and Bond Counsel are necessary to the tra��saction herein described The execution of any instrument by the appropriate of&cer or officers of the Port Authority herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. The execution of any documents necessary for the transaction herein described bp individuals who were at the time of execution thereof the authorized officers of the Port Authority shall bind the Port Authority, notwithstanding that such individuals or any of them has ceased to hold such office or offices prior to the authentication and delivery of the Bottds. Copies of all of the documents necessary to the transaction described shall be delivered, filed and racorded as provided herein and in the Indenture. G. The President and other officers of the.Port Authoriry are authorized and directed to prepare and furnish to the Placement Agent and Bond Counsel certified copies of proceedings and records of the Port Authority relating to the issuance of the Bonds and other transact3ons herein contempiated, and such other affidavits and certificates as may be required to show the faets relating to the legality of the Bonds and the other tcansactions herein contempiated as such facts appeaz from the books and records in the officers' custody and control or as othen�ise known to them; and all such certified copies, certificates and affidavits, includ'ang any heretofoze fiunished, shall constitute representations of the Port Authority as to the truth of all statements contained therein. H. The approval hereby given to the various Documents refened to above includes approval of such additional details therein as may be necessary and appropriate, and such modificarions thereo� deletions therefrom and additions thereto as may be necessary and appropriate and approved by the Port Authority's President and Chief Financial Officer; and includes appmval of, among other things: 1. establishment of the final principal amount af the Bonds and the interest rate to be bome thereby for the uritial period; rop vided that the ruaximum aggregate principal_ amount of the Series A Sonds shall not exceed-$1,730,000, and the maximum aggregate principat amount of the Series A Bonds and the Series B Bonds together shall not exceed $2,500,000; and provided further that the m�imum interest rate on the Series A Bonds ,�oaisa.oi q�-d�3 � shall not exceed 12.00% per annum, and the maximum interest rate on the Series B Bonds shall not exceed 18.00%; 2. the establishment of the maturity schedule and cail provisions to be applicable to the Bonds; and 3. such related inshuments as may be required to satisfy the conditions of any purchaser of the Bonds. I. The Port Authority hereby conserns to the dishibution of the Official Statement, as such Official Statement is finalized with the participation of Port Authority staff and Bond Counsel. 'I'he proposal of the Piacement Agent to place the Bonds upon the terms and condirions set forth in the Bond Placement Agreement is hereby found and detemuned to be reasonable and is hereby accepted. 7. The authority to approve, execute and deliver future amendments to financing documents entered into by the Port Authority in connection with the issuance of the Bonds and the other transactions herein contemplated, is hereby delegated to the President of the Port Authority, provided that: (a) such amendments either do not require the consent of the holders of the Bonds, or the consent of the required percentage of the holders of the Bonds has been obtained with respect to such amendment; (b) such amendments do not materially adversely affect the interests of the Port Authority as the Sssuer of the Bonds; (c) such amendments do not contravene or violate any policy of the Port Authority; and (d) such amendments aze acceptabie in form and substance to Bond Counsel. The execurion of any instnunent by the President of the Port Authority shall be conclusive evidence of the approval of such instruments in accordance with the terms hereof. K. No covenant, stipulation, obligation or agreement contained herein or in the Documents shail be deemed to be a covenant, stipulation, obiigation or agreement of any member of the Boazd of Commissioners of the Port Authority, or any officer, agent or employee of the Port Authority in that persons individual capacity, and neither the Boazd of Commissioners nor any officer executing the Bonds shali be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Adopted: August 25, 1998 PORT AUTHORITY OF 'T'F� CITY OF SA1NT PAUL By � Its Chair ATTEST: _ — By — • Its e retary noa�sa.o� Council File # 9 g_ g 3-I � ; rresentea by � Refened To WFIII2EAS: Green Sheet # t 3�a � RESOLUTION CITY OF SAINT PAUL, MINNESOTA ;la Committee Date 1. T'he Port Authority of the City of Saint Paul (the "Authority�') has given its appmval to the issuauce of up to $2,500,000 of its Variable Rate Dewaud Ivdustrial Development Revenue Bonds (Miratec Systems, Inc. Project) Series 1998A (the "Series A Bonds") and TaYable Vuiable Rate Demand Inchistrial Development Revenue Bonds (Miratec Systems, Inc. Project) Series 1998B (the "Series B Bonds" and, together with the Series A Bonds, the "Bonds"), to finauce the wsts to be iucnrred bq the Guinee Family Lunited Partue�slrip, a Minuesota limited partnersbip (the `Borrowei") in connedion with the acqnisirio4 conshvction and equil�pinS of a mamifacuiring, warehouse and office facility to be located in the Ciry of Saint Paul, Minnesota (ffie "ProjecP') and to be owned by ihe Bonower and leased to Miratec Systems, Inc.; and 2. Laws af Minnesota 1976, Chapter 234, pravides that azry issue of revenue bonds authorized tsy the Authority shall be issned only with the consent of the Cizy Cowicil of the City of Saim Paul, by resolution adopted in accordance with law; and i 3. Approval of the issuauce of the proposed Bonds by the City Conncil is aLso required by Section 14?(t� of tlte Iniemal 5 Revenue Code of 1986, as amended; and 3 4. To meet the requirements of boW state and federallaw, the Port Aufliority tias requested tUat the City Council gives its 3 requisite approv� to the issn�u�ce of the pmposed Bonds by ihe Port Authority, subjed to final approval of the details of said Bonds by the J Port AuTl�ority. NOW, TFIEREFORE, BE IT RESOLVED by the Council of the Ciry of Sainz Paul that in accordance with the iequirements of Section 147(� of the Intemal Revenue Code of 1986, as amended, and in ac�ordance with Laws of Minuesota 1976, Ctiapter 23A, the City Council hereby apprwes the issuance of the aforesaid Bonds by the Port Authoriry for the }xirpases described in the Port Authority resolution a�pted August 35, 1998, the e�ct details of wlucli, including but not lunited to, pmvisions relating to maturities, interest rates, disconnt, rec�mption, and the issuance of additional bonds are to be detennined iry t1�e Port Auihority, and the City Councii herehy author'�es the issaance of azry additianal bonds (including refwiding bouds) by the Port AutUority found by the Port Authority W be necessary for canying out the purposes for wlrich the aforedescnlxd Bonds aze issued. Adopted: September 9, 1998 �!�l►EP� ' • - � : .��_� • . - � .' ��_ ��__ �e�� 3:\QATA\MAI\COUNCIL\MIRACOUN.DOC .' Adoptedby Council: Date <`�,�� `�� Adoprion Certified by Council Secretary � . �, : � Requested by arhnent of: � � �� — ��-� � �g-�3y G;\DATA\MAI\COUNCIL\MIRACOUN.DOC Form Approved City Attomey By: //�i�-`- —S - � T_� ae-t3y Port Authority """" $/25/98 NUMBERFOR ftOOTING TOTAL # OF SIGNATURE PAGES G� REEN OEPARTMENT OIRECT C17V ATTORNEY BUDGET DIPECTOR MAYOR (OR ASSISTAN AI.L LOCATIONS FOR N° _13121 INITIALlDATE — CI1Y COUNCII CIiV CIERK FIN. & MGT. SEflVICES DIR. 4CTION REQUESTE�: Approval of final resolution authorizing the issuance of an approximately $2,5.00,000 conduit hond issued to Guinee Family Limited Partnership (Miratec Systems, Inc.). or _ PIANNING COMMISSION ( _ CIB COMMI'ffEE A . _ STAFF _ . _ DISTRICT COURT __ . SUPPORTS WHICH COUNCIL OBJECTIVE? PERSONAI SERVICE CONTRACTS MUST ANSWER THE FOLLOWING QUESTIONS: 7. Has this personNirm ever worketl under a coMracf for ihis tlepartment? Board ves No 2 Has this personftirm ever been a ciTy employee? YES NO 3. Does this parsonffirm possess a skill not normally possessed by any current City employee? YES NO Ezplain all yes answers on separate sheet e�a attach to green sheet Bert and Caro1 Guinee started Miratec Systems, Inc. in 1988 to fabricate and market architectural graphics made out of pressure sensitive and flexible vinyl material. They will be expanding their business by constructing a 44,500 Sq. Ft, facility in Williams Hi11 Business Park. There will initially be 36 jobs, with 67 after year five and throughouC the remaining term of the Work Force Agreement. Guinee Family Limited Partnership (Miratec SysCems, Inc.) will be occupying land in Williams Hill Business Park, thus adding to the tax base of the City of Saint Paul. They will be transferring 36 jobs to the site and adding 31 new jobs by the end of five years. iAWANTAGES IF APPROVED. N/A S�P � � �� oss of approximately 31 jobs and tax revenue for the City of Saint Paul. 1MOUNT OF TRANSACTION $ Z��Oa � OOO rt Authority Taxable and Non-T�able ±SOURCE COnduit Bond ISSUe INFORMATION' (EXPlA1N) COSTfREVENUE BUDGETEp (CIRCLE ONE) ACTIVITY NUM6ER � � CL#-�IIL9 q Q -r3y tIN OF THE CIN OF SAINT PAUL ,,.,., �„.�,.,ARK TOWERS • 345 ST. PETER STREET Ms. Pam Wheelock, Director Piann+ng & Economic Development Department 1300 City Hall Annex 25 West Fourth Street Saint Paui, Minnesota 55102 • ST. PAUL. MN 55102-1bb1 August 25, 1998 RE: $2,50�,OU0 TAX-EXEMPT AND TAXABLE CONDUIT BOND 15SUE GUtNEE FAMILY LtMITED PARTNERSHIP Dear Ms. Wheelock: FAX (612) 22�5198 TOLL FREE (800) 328-8417 + PHONE (612) 224-5686 We submit for your review and referraf to the office of the Mayor, City Councii, and City Attorney's office, details pertaining to the issuance of a tax-exempt and taxabie conduit bond issue in the approximate amount of $2,500,000 to finance the acquisition and construction of a new facility of approximately 45,000 square feet in the WiHiams Hill Business Park, Saint Paul, Minnesota. The Port Authority has received an industriai revenue bond allocation from the State of Minnesota Small Issue Pool, as the project is manufacturing. The City of Saint Paul's entitlement ailocation will not be affected by this application. In addition to the stafE memorandum, we are attaching a draft copy of the proposed City Councii Resolution and a copy of the Resolution conducting the required public hearing and authorizing the sale of the revenue bond issue in the amount of $2,330,000 that will be considered by the Port Authority's Board on August 25, i998. City Council action will be required after the Port Authority's Board meeting of August 25, 1995. Your expeditious handiing of this matter wiil be appreciated. Sincerely, i� � Kenneth R. Johnson President KRJ:sjs Attachment cc: Mayor Coleman '� G: WATA�MAISCOUNCILIMIR4TEC.DOC � o�g -�3y SAINT PAtTI. PORT AUTHORITY � .•• . r TO: BOARD OF COMMlSS10NERS (Meeting August 25, 1998) FROM: Melanie A. isakson 1✓�a' Lorrie Louder � � Kenneth R. Jo nson/� DAT�: August 18, 1998 SUBJECT: GUINEE FAMILY LIMITED PARTNERSHIP (MIRATEC SYSTEMS, INC.) AUTHORIZATION FOR AN APPROX{MATE $2,330,000 TAX EXEMPT APID TAXABLE BOND 15SUE RESOLUTION NO. 37z4 ACTION REQUESTED Approval of finai resolution authorizing the issuance of an approximate $2,330,OQ0 conduit bond issued to Guinee Family Limited partnership (Miratec Systems, Inc.). Attached is a report outiining the terms of the tax exempt and taxabfe bond issue. We recommend approvai of this transaction. sjs Attachment G:IDATA5MA11FILESW7IRATECIGUINCRMO.DOC 8128198 GUINEE FAMILY LIMITED PARTNERSHIP (Miratec Systems, lnc.) Action Reauested: Approvai of final resolution authorizing the issuance of an approximate $2,330,000 conduit bond issued to Guinee Family Limifed Parfnership (Miratec Systems, Inc.) Project Summarv: Series A-$1,730,OOQ tax exempt Series B - $600,000 taxabie Tvae; Term (ssuer Borrower Trustee• Letter of Credit Bank Piacement Agents: Remarkefinp Agent: Borrowers Counsei Variable rate demand industrial development revenue bonds Series A - 25 Years Series B - 7 Years Port Authority of fhe City of Saint Pau! Guinee Family Limited Partnership U.S Bank Trust Nationai Association U. S. Bank Nafional Association Piper Jaftray, lnc. Piper Jaffray, Inc. Miller & Schroeder Financial, tnc. Thomas, Moran, Groth, Limited Placement Agent's Counsel: Oppenheimer Wolff & Donnelly Letter af Credit Bank Counse Bond Counsel Background• The Borrower. Dorsey & Whitney LLP Laonard Street & Deinard The Borrower, Guinee Family Limited Partnership, is owned and controiled by Bert T. Guinee and Caroi A. Guinee who are the � Guinee Family Limited Partnership (Credit Committee Meeting) August13,1998 Page 2 ��" 8 '� owners of Miratec Systems, inc. (the "Gompany'�. The limited partnership exists for fhe purpose of owning the reai estate located in the Williams Hi{I Business Park. The operating enfity, Miratec Systems, lnc wi(! support the debt through an Assignment of a Master Lease of the project. The Com�anv Bert and Carol Guinee began Miratec Systems, Inc. in 1988 as a wholesa{e onfy graphics manufacturer specializing in computer imaged vinyl graphics, flexible and plastic sign face graphics, awning covers, roll striping, lam+nation and digital imaging, servir�g the visual communications industry nationwide. Employment impact: The company expects to doubie its manufacturing area and to increase its workforce. Initial4y, the company wiii transfer 36 jobs to the site and has agreed to the fo!lowing employment increases: 43 after year one 50 after year two 56 after year three 61 after year four 67 after year five and throughout the remaining term of the workforce agreement. This exceeds the Port's development criteria of one job per 1,000 square feet of buiiding. Miratec Systems has agreed to pay its employees no less than $8 per hour plus benefits which is the current starking hourly wage. Miratec also agrees to fill at least 70 percent of its newly created jobs with residents from the city of Saint Paul. Estimated Sources and Uses of Funds: Sources of Funds: Bonds Proceeds Tax exempt $1,73Q,000 Bond Proceeds Taxable $ 600,000 Equity $ 500,000 Uses of Funds Constructian Equipment �ees Contingency Total $2,830,000 Totai 1,800,000 soo,000 252,000 2ss,000 $2,830,Q00 Guinee Family Limited Partnership (Credit Committee Meeting} August 93, 199$ Page 3 The Bonds: The Bonds witi be issued in the approximate principat amount of $2,330,000 and will bear interest at a var+able rate established weekly by the Remarketing Agent. The maximum interest rate is 12% for any tax exempt bonds and 18% for the taxable bonds The Project: The Bonds proceeds will be loaned to the borrower and used to consfrucf a new 44,500 square foot manufacturing, warehouse and office facility described as the "Project". The "Borrower" Guinee Family Limited Partnership will lease the "Project" to the "Company", who will initially occupy approximately 22,000 square feet, The Company intends to sublet the remainder of the project to one or more manufacturing concems until such time as if needs fhe space for its own operation. Assurance of Tax Exemption: Since a portion of the property wi(1 be sublet, Section 5.03 to the Loan Agreement requires the approvat of these tenants by the Port Authority Bond Counsel. Fees: The Port Auth�rity will receive 1/8% upfront and 1/8% monthly thereafter. Security for the Bonds Conduit Financinu:7he bonds will be conduit financing of the Authority and will not constitute or give rise to a liability of the Authority, the Ciry of Saint Paul, or the State of Minnesota or a charge against tf�eir general credit or taxing powers. No bondholder wi!! have the righf to demand payment on the bonds out of any funds to be raised from taxation or from any revenue sources other than those expressly pledged to payment of the bonds pursuant to the indenture. This includes the amounts drawn on the Letter of Credit and amounts payable by the borrower under the loan agreement. Loan Agreemen� Under the indenture the Authority has pledged its interest in the loan agreement to the trustee to secure the bonds. The trustee is authorized to exercise the rights of the Authority and to enforce the ob(igafions of the borrower under the loan agreement. Guinee Family Limited Partnership (Credit Committee Meeting) August 13, 1998 Page 4 qg "��`� Letter of Credit: Payment of the principal amount and purchase price of the bonds and up to approximately 53 days interest thereon wiq be secured initially by the initial Letter ot Credit, or under cettain circumstances, a subsfitute Letter of Credit. The Trustee is required to present a draft under the Letter of Credit to pay principal and interest when due on the bonds. The honds are offered primarily on the basis of the financial strength of the Letter of Credit bank and not on the basis of the financial strength of the borrowet or the company. The Letter of Credit wili have an initiaf term of one year and will be extended for up to ten consecutive one year periods at the request of the Borrower and upon satisfaction of certain conditions. If the Letter of Credit is not renewed or replaced the bonds will be subject to mandatory redempfion and the trustee is instructed to draw on the Letter of Credit before it expires to pay principal and interest then due. Disciosure: The Port Authority Commissioners by SEC rules are obligated to disclose any risks of facts you may be aware of that wouid affect the probability of repayment on these bonds. Recommendation: Recommend approval of authorizing issuance of the approximate $2,330,OD0 conduit bond issue on behalf of Guinee Family Limited Partnership (Miratec Systems, lnc.). sjs 11SPPA DELLIDATAIDATAWW�FILESWIIRATEC1Guineeu.doc W � �, � }- U U O O � � 4 V1 n N R u Z z N N � ° o� � ri . � � � F ^/... � Z N N � � � o;w� � 0 3-. 8 ' W o 1� 6 ,° � p a fn M n0� •- - � t o� ° o � �� 2 o �v -� � � M a w 0 w Z �; �Z c� ¢ 3 ,� w � w oZ z � o� ¢ ,z„ a o v � L ^= Y m a V- � W O� LLI W a W O Q � \ � q J � W � p6,.- fd= fd0 Np W � �\ N � cNi�� wv' a �" � �i d $ � a ° A r Z , o z _" s W F�1 � t w � � � y � N 0 w Nl 4�• S � � � � � � F m$ � � o z � � �-� � �+ � Q � � � � �� E J � (7 � W S (� �� Z j y� w m Ll l� a 2 2(� d p P� J a � � ; .ii � � �� Y fD 4 /i. i W �,�..s"`., �± � �• �"~'' ;'!°° -��. ~' : �,.! � ----- -..��='�_.__..,;�_ i ,-- �. �� ..: �� .�'' .- �------------� . - . f �,� ' j / % _ ..� O ./✓'°�.-.._.....,.• � �''� j ,� �\ i � , i j / / � ,` 1, � � �� 1 � � L��---- J_ � _ ^-�_ ��1J � V t J ._...-...-�-^ E�i� ,.. _�'..~i .. .....�� _ ...__. . ... .r 1 � . I I�� f �� 1 -�. - �-. - � .. t..:1. ---__`.` _ C`1 .,�-.�_'— — -- !�----- — i' 1 � � `��`„ _ .._�� '___�_ .� \\ .\ \ � �` � d 0 0 � 0 N N O W � ..-""""' ' �� ' '"'.-_ , y� y ,_. ] ' ' ��t .".... ' �I� ' r��_�'�' .. .. �� 5�� ...... _______ .._."'.' --.. . . i ._�' _� 1 .�� ......... � 2 J 3St AYMa4�M 31Y15N34> "�`.... w _ a � '\� ' /• f= _ i ��-d�`1 Resolution No. 3 7�� RESOLUTION OF THE PORT AUT'fiORITY OF THE CITY OF SAINT PAI3L ��' ' 1. It has been proposed that the Port Authority of the City of Saint Paui (the "Port Authority'� issue its Variable Rate Demand Industriat Development Revenue Bonds (Miratec Systems, Inc. Project) Series 1998A (the "Series A Bonds'� and Tasabie Variable Rate Demand Industriai Development Revenue Bonds (Miratec Spstems, Inc. Project) Series 1998B (the "Series B Bonds" an3, together with the Series A Bonds, the "Bonds'� in an aggregate principai amount not to exceed $2,SQO,QQO and that the proceeds of such Bonds be loaned to the Guinee Family L'united Partnership, a Minnesota limited partriershig (the "Bonower") to finance the acquisition, construction and equipping of a manufactiuing, warehouse and office facility (the "ProjecY') in the City of Saint Paui, Minnesota (the "City'�, to be owned by the Borrower and leased to Miratec Systems, Inc. 2. The Authoriry desires to facilitate the selective development of the City of Saint Paul and the metro east couununity, to retain and improve its tax base and to help it provide the range of services and employment opgortunities required by its population, and the Project wili assist in achieving that objective by increasing the assessed valuation of the metro east community; helping to maintain a positive relationship between assessed valuation and debt; and enhancing the unage and reputation of the metro east community. 3. The Project will result in additional employment opportuniries in the City of Saint Paul and the metro east community. 4. The Authority has been advised by the Bonower that long term conventional, commercial financing to pay the capital cost of the Project is available only on a limited basis and at such high costs of borrowing that the economic feasibility of operating the Froject would be significandy reduced, and that it has been acting to date in anticipation that the Authority would favorably consider this financing pmposal. 5. The Project and its financing has received an allocation of bonding authority from the State of Minnesota Department of Pinance. 6. The Authority's Credit Committee and Boazd have previously adopted their Resolutions No. 34 and 3704, respectively giving preliminary approval to the proposed issuance of revenue bonds. 7. Pursuant to the requirements of Section 147(� of the Intemai Revenue Code of 1986, as amended, and pursaant to a notice published by the Port Authority not less than 15 days prior to the public hearing, a public hearing has been held on the date hereof on the issuance of the Bonds, at which public hearing all persons were given an opportunity to speak. naaisa.m Gt8'- �� 1 8. The Bonds will be issued and secured by the tera�s of an Indenture of Trust (the "Indenture'� between the Port Authority and U.S. Bank Trust National Association in Saint Paul, Minnesota (the "Trustee'� and will be payable primarily from draws made on an irrevocable letter of credit issued by U.S. Bank National Association (the "Bank'� pursuant to a Letter of Credit and Reimbursement Agreement to be dated as of Segtember 1, 1998 (the "I,etter of Credit AgreemenY� between the Borrower and the Bank. 9. The BQnower and the Port Authority will atso enter inta a Loan Agreement (the "Loan AgreemenP� in wluch the Bonower will agree to maintain the Letter of Credit and make all payments due either to the Bank or on account of the Bonds. 10. The Bonds and the interest on the Bonds shaii be payable�solely from the revenue pledged therefor and the Bonds shall not constitute a debt of the Port Authority within the meaning of any constihrtional or statutory limitation of indebtedness, nor shali the Bonds constitute nor give rise to a pecuniary liability of ihe Port Authority or the City or a charge against their generai credit or taxing powers and shatl not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the Port Authority or the City other than their interest in said Pmject. 1 l. It is intended that interest on the Series A Bonds be excluded from gross income of the holders thereof for federal income tax purposes. NOW, THEREFORE, BE IT RESOLVED BY Tf� BOARD OF COIvINIISSIONERS QF THE PORT AUTHORITY OF THE CITY OF SAINT PAt3L, AS FOLLOWS: A. On the basis of information available to the Port Authority it appears, and the Port Authority hereby finds, that: the Project constitutes properties, used or useful in connection with one or more revenue producing enterprises engaged in any business within the meaning of Miruiesota Stazutes, Sections 469.152 to 469.165 (the "Act"); the Project furthers the purposes stated in the Act; and it is in the best interests of the port district and the people of the City of Saint Paul and in fiu2herance of the generai plan of development to assist the Bonower in financing the Project. B. For the purpose of financing the Project, and paying certain costs of issuance and other expenses in connection with the issuance of the Bonds, and provided that the Project and its financing receive approval by the Degartment of Trade and Economic Aevelopment ("DTED"}, the Port Authority hereby authorizes the issuance, sale and delivery of the Bonds in an aggregate princapal amount not to exceed $2,500,000. Each Series of Bonds shail be in such principai amounts as shall be deternuned by the President of the Port Authority and Bond Counsel, provided that the aggregate grincipal amount of Series A Bonds shall not exceed $1,730,000. The Bonds shali bear interest at such ntes, shall be numbered, shall be dated, shall mature, shall be subject to redemption prior to maturity, and shall be_in such form and have such other details and provisions as may be prescribed in the Indenture, substantially in the form now on file inthe offces of the Port Authority. C. Neither the Bonds, nor the interest thexeon, shall constitute an indebtedness of the Port Authority or the City within the meazung of any constitutional or statutory debt luuitation; nor shail they constitute or give rise to a pecuniary liabiliry of the City, the Port Autharity or a charge t7oa,sa.o� . q8`-�3�, against their general taxing powers and neither the full faith and credit nor the general taxing powers of the City or the Port Authority is pledged to the payment of ihe Bonds ot interest ihereon. D. Forms of the following documents have been submitted to the Port Authority for review andfor approval in connection with the sale, issuance and delivery of the Bonds: 1. the Bond Placement Agreement to be entered into between the Port Authority, the Borrower, Miller & Schroeder Financial, Inc. and Piper Jaffray Inc. (colleciively, the "Placement Agent'� {the "Bond Placement AgreemenP�; 2. theIndennue; 3. the Loan Agreement; 4. the Bonds; 5. the Prelinunary Placement Memorandum to be used in mazketing the Bonds (the "Official StatemenY'}; 6. the Remarketing Agreement dated as of September i, 1998 to be entered into by and beiween Piper Jaffray Ina {the "Remazketing AgenP') and the Borrower (the "Remarketing Agreement"); and 7. the Reimbursement Agreement and fomx of the Letter of Credit (collecYively, the "Documents"). E. It is hereby found, determined and declared that: 1. The issuance and sale of the Bonds, the execution and delivery by the Port Authority of the Documents, as applicable, and the performance of all covenants and agreements of the Port Authority contained in the Documents, as applicable, and of all other acis and things required under the Constiturion and laws of the State of Minnesota to make the Documents and the Bonds valid and binding obligations of the Port Authority in accordance with their terms, aze authorized by Minnesota Statutes, Sections 469.152 througJ� 469.165, as amended (the "Act'�; 2. It is desirable that the Bonds be 3ssued by the Port Authority upon the general terms set forth in the Documents, as applicable; 3. Under ihe provisions of and as provided in the Documents, the Bonds are not to be payable from or a charge upon any funds. other than the revenues pledged to the payment thereof; no holder of the Bonds shall ever have the right to compel any exercise by the City or the Port Authority of its taacing powers to pay the Bonds or the interest or premium thereon, or to enforce payment thereof against any property of the City or the Port Authority except the interests of the Port Authority and the City which have been pledged to the Trustee under the Indenture; the Bonds shall not constitute a charge, lien or noa�sa.ot � 8' -�3 �{ encumbrance, legal or equitabie, upon any property of the City or the Port Authority except the interests of the Port Authority and the City which have been piedged to the Trustee under the Indenture; the Bonds sha11 each recite that they aze issued without moral obligation on the part of the State or its political subdivisions, and that the Bonds, including interest thereon, are payable solely from the revenues pledged to the payment thereof; and the Bonds shall not constihrte a debt of the City or the Port Authority within the meaning of any constitutional or statutory limitation. F. The fornis of the Documents and e�ibits thereto are approved substantially in the fomvs submitted and on file in the offces of the Port Authority, with such subsequent changes as may be approved by Port Authority staff and Bond Counsel as contemplated by paragraph H. The Chair and Secretary of the Port Authority, or such other officer as may be appropriate in the absence of eiffier the Chair or Secretary, aze hereby authorized and directed to execute the Documents (to the eactent the Port Authority is a parry thereto) in substantially the forms submitted, as modified pursuant to paragaph H, and any other documents and certificates which in the opuuon of Port Authority sTaff and Bond Counsel are necessary to the tra��saction herein described The execution of any instrument by the appropriate of&cer or officers of the Port Authority herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. The execution of any documents necessary for the transaction herein described bp individuals who were at the time of execution thereof the authorized officers of the Port Authority shall bind the Port Authority, notwithstanding that such individuals or any of them has ceased to hold such office or offices prior to the authentication and delivery of the Bottds. Copies of all of the documents necessary to the transaction described shall be delivered, filed and racorded as provided herein and in the Indenture. G. The President and other officers of the.Port Authoriry are authorized and directed to prepare and furnish to the Placement Agent and Bond Counsel certified copies of proceedings and records of the Port Authority relating to the issuance of the Bonds and other transact3ons herein contempiated, and such other affidavits and certificates as may be required to show the faets relating to the legality of the Bonds and the other tcansactions herein contempiated as such facts appeaz from the books and records in the officers' custody and control or as othen�ise known to them; and all such certified copies, certificates and affidavits, includ'ang any heretofoze fiunished, shall constitute representations of the Port Authority as to the truth of all statements contained therein. H. The approval hereby given to the various Documents refened to above includes approval of such additional details therein as may be necessary and appropriate, and such modificarions thereo� deletions therefrom and additions thereto as may be necessary and appropriate and approved by the Port Authority's President and Chief Financial Officer; and includes appmval of, among other things: 1. establishment of the final principal amount af the Bonds and the interest rate to be bome thereby for the uritial period; rop vided that the ruaximum aggregate principal_ amount of the Series A Sonds shall not exceed-$1,730,000, and the maximum aggregate principat amount of the Series A Bonds and the Series B Bonds together shall not exceed $2,500,000; and provided further that the m�imum interest rate on the Series A Bonds ,�oaisa.oi q�-d�3 � shall not exceed 12.00% per annum, and the maximum interest rate on the Series B Bonds shall not exceed 18.00%; 2. the establishment of the maturity schedule and cail provisions to be applicable to the Bonds; and 3. such related inshuments as may be required to satisfy the conditions of any purchaser of the Bonds. I. The Port Authority hereby conserns to the dishibution of the Official Statement, as such Official Statement is finalized with the participation of Port Authority staff and Bond Counsel. 'I'he proposal of the Piacement Agent to place the Bonds upon the terms and condirions set forth in the Bond Placement Agreement is hereby found and detemuned to be reasonable and is hereby accepted. 7. The authority to approve, execute and deliver future amendments to financing documents entered into by the Port Authority in connection with the issuance of the Bonds and the other transactions herein contemplated, is hereby delegated to the President of the Port Authority, provided that: (a) such amendments either do not require the consent of the holders of the Bonds, or the consent of the required percentage of the holders of the Bonds has been obtained with respect to such amendment; (b) such amendments do not materially adversely affect the interests of the Port Authority as the Sssuer of the Bonds; (c) such amendments do not contravene or violate any policy of the Port Authority; and (d) such amendments aze acceptabie in form and substance to Bond Counsel. The execurion of any instnunent by the President of the Port Authority shall be conclusive evidence of the approval of such instruments in accordance with the terms hereof. K. No covenant, stipulation, obligation or agreement contained herein or in the Documents shail be deemed to be a covenant, stipulation, obiigation or agreement of any member of the Boazd of Commissioners of the Port Authority, or any officer, agent or employee of the Port Authority in that persons individual capacity, and neither the Boazd of Commissioners nor any officer executing the Bonds shali be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Adopted: August 25, 1998 PORT AUTHORITY OF 'T'F� CITY OF SA1NT PAUL By � Its Chair ATTEST: _ — By — • Its e retary noa�sa.o�