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274697 WMITE - CITV CLERK y� y��� PINK - FINANCE E� �A GANARV - OEPARTMENT G ITY OF SA I NT PAUL F le ci1NO. � ij BI.UE - MAVOR o�ncil Resolution Presented By Referred To Committee: Date Out of Committee By Date WHEREAS: 1 . On March 25, 1980, the Port Authorjty of the City of Saint Paul adopted Resolution No. 1624, giving preliminary approval to the issuance of revenue bonds in the in9tial principal amount of approx9mately $1 ,000,000 to finance the acquisition and in- stallation of pollution control equlpment necessary to meet air emission standar�s-.as stipulated by the Minnesota Pollution Control Agency at the Olympia/Hamn's brewing facility in St. Paul . 2. Laws of Minnesota 1976, Chapter 234, provides that any issue of revenue bonds authorized by the Port Authority of the Cjty of Saint Paul , shall be issued only with the consent of the City Council of the City of Saint Paul , by resolution adopted in accordance with law; 3. The Port Authority of the City of Saint Paul has requested that the City Council give its requisite consent pursuant to said law to facil9tate the issuarrce of said revenue bonds by the Port Authority of the City of Saint Paul , subject to final approval of the details of said issue by the Port Authority of the City of Saint Paul . RESOLVED, by the City Council of the City of Saint Paul , that in accordance with Laws of Minnesota 1976, Chapter 234, the City Council hereby consents to the issuance of the aforesaid revenue bonds for the purposes described in the aforesaid Port Authority Resolution No. 1624, the exact detajls of which, including, but not limited to, provisions relating to maturities, interest rates, discount, redemption, and for the issuance of additional bonds are to be determined by the Port Authority, pursuant to resolution adopted by the Port Authority, and the City Council hereby authorizes the issuance of any additional bonds (including refunding bonds) by the Port Authority, found by the Port Authority to be necessary for carrying out the purposes for which the aforesaid bonds are issued. COUNCILMEN Requested by Department of: Yeas M�H�N Nays Hozza --�- �n Favor Hunt Levine _ � __ Against BY Maddox Showalter Tedesc A� g 1980 Form Approved by City Attorney Adopted b ouncil: Date � Cer ied Passe y C n .il Secretary BY ���� �D �1p y :Vlavor: Dat �R 1 0 1980 Appr y Mayor for Submis 'on o Council gy By M�t.tSNED A P R 1 9 1980 P�4 R T . �'����� AUTHORITY � OF THE CITY OF ST. PAUL � Memorandum � � TO: BOARD QF COMMISSIONERS DAT� March 20, 1980 (March 25, 1980 Regular Meeting) FROM: �,F. Faue � / , SUBJECT: OLYMPIA BREWING COMPANY PUBLIC HEARING - SALE OF BQNDS $1 ,000,000 POLLUTZON CONTROL REVENUE BOND ISSUE RESOLUTION N0. 1624 1 . THE COMPANY & THE PROJECT Olympia Brewing Company, with headquarters in Olympia, Washington, operates the Olympia/Harr�n's brewing facility in St. Pau1 . The Port Authority Commission approved a $1 ,000,000 issue for Olympia in October, � 1975, proceeds of which were used to install equipment to upgrade and increase the capacity of the brewery. Bonds at that time were issued as a Revenue Agreement with the company as a credit and no obligation to the Port Authority. . At the present time, the company is required to install certain items of pollutlon control equipment necessary to meet air emission standards as stipulated by the Minnesota Pollution Control Agency. The bond issue to cover acquisition, installation of equipment and related expenses will be $1 ,000,000. Construction is expected to start in the early summer of 1980 and be completed by December, 1980. The Port Authority notified Districts 4 and 5 on February 22, 1980, and met with.them on Tuesday, March 1_8, to answer several questions they had raised Zn regard to the following: � a. The company burned coal until February, 1979, at which time they were directed by the Pollution Contro] Agency to install equipment to eliminate pollutants generated by the coal plant. The company has the specifications from the PCA and is in the process of sub- mitting the permit as required to insure that the equipment meets the PCA`s specifications. b. Coal will arrive by rail car as it did in the past and will be stored inside the �existing building. They consume approximately one car per day. There is no outside storage and no additional storage will be built. ` � ' ������ BOARD OF COMMISSIONERS � March 20, 1980 � Page -2- c. Regarding additional structures, a bag house will be constructed on the side of the existing power plant, all of which are on the interior of the site and not visible from the neighborhood. d. Regarding any impact on the open space, Swede Ho11ow, no activities will be taking place that are not there already, including rail traffic. No additional structures will be built that have a direct impact on the open space. � At our meeting with District 5, the answers to the questions were satis- factory to the members in attendance. 2. FINANCING � Miller & Schroeder Municipals have agreed to underwrite the $1 ,000,000 industrial revenue bond issue. The issue will be structured as a loan agreement wherein the company`s financial statement provides the credit for the bonds and the credit or obligation of the Port Authority is not pledged. The anticipated term of the underwriting agreement 1s 15 years. The Port Authority will receiYe its normal fiscal and administrative fees a� follows: First l0 Years - $300/month (or) $3,600/year � Remai,nder of Term - $400�month (or) $4,800/year The cost breakdown for the issue is as follows: Construction and Installation $ 970,000 Legal and- Placement Expenses 30 000 TOTAL ,000,000 The corporate f1nancial statement for fiscal year 1979 is in the final stages of completion. Submitted for your review is a 10-year summary from their certified audit for fiscal year 1978 prepared by Deloitte, Haskins & Sells. A copy of th� Consolidated Balance Sheet of the 3rd quarter ended September 30, 1979 indicating a stockholders equity of $75,909,000 is also attached. . 3. RECOMMENDATIONS The Port Authority published public notice in the Legal Ledger and St. Paul Dispatch-Pioneer Press on March 8 and March 10 respectively as required under .the amendment to Chapter 474. If the proj�ct is approved by the C�mmisslon, a formal applicatlon will be submitted to the Commissioner of Securities. Staff has interviewed representatives of the company and met wlth the District DeYelopment Councll . The installation af the equipment is neces- sary� in order to meet the stipulations of the Minnesota Pollution Control Agency. It does not add value qr tax base to the facility nor would it create a►�y addltional employment, but it does achieve the necessary air . emission requirements. Staff recommends approval of Resolution_ No. 1624. JFF:ca Attach. Resolu�ion No. 1624 RESOLUTION OF THE PORT AUTHORITY OF THE CITY OF SAINT PAUL WHEREAS, the purpose of Chapter 474, Minnesota � Statutes, known as the �•�iinnesota I�unicipal Industrial Develop- ment Act (hereinafter called "Act") as found and determined by the legislature is to promote the welfare of the state by the active attraction and encouragement and development of economi- cally sound industry and commerce to prevent so far as possible the emergence of blighted and marginal lands and areas of chronic unemployment and to aid in the development of existing areas of blight, marginal land and persistent unemployment; and WHEREAS, factors necessitating the active promotian and development of economically sound industry and commerce are the increasing concentration of population in the metropolitan areas and the rapidly rising increase in the amount and cost of governmental services required to meet the needs of the increased population and the need for development of land use � which will provide an adequate tax base to finance these increased costs and access to employment opportunities for such population; and WHEREAS, the Port Authority of the City of Saint Paul (the "Authority") has received from Olympia Brewing Company (hereinafter referred to as "Company" ) a request ti�at the Authority issue its revenue bonds (which may be in the form of a single note) to finance the acquisition, installation and construction of facilities for the abatement and control of air pollution (hereinafter called the "Project" ) to be used in connection �vith a revenue producing enterprise located in the City of St. Paul , all as is moY�e fully described in the staff report on file; and WHEREAS, the Authority has been advised by the Company that in order for the Company to operate said enterprise at full capacity, it is necessary for the Company to com;nence acquisition and construction of the Projecr to enable said enterprise to meet state and federal pollution control standards; and WHEREAS, the Authority desires to facilitate the selective development of the community, to retain and improve its tax base and to help it provide the range of services and employment opportunities required by its population, and said Project will assist the City in achieving that objective. Said Project will help to increase the assessed valuation of the City and help maintain a positive relationship between assessed valuation and debt and enhance the image and reputation of the City; and - � WHEREAS, the Authority has been advised by repre- sentatives of the Company that 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 the Project and subsequent operation of its enterprise would be significantly reduced, but the Company has also advised this Authority that with the aid of revenue bond financing, and its resulting low borrowing cost, the Project is economically more feasible; WHEREAS, Miller & Schroeder Municipals, Inc. (the "Placement Agent" ) has made a proposal in an agreement (the "Placement Agreement") relating to the purchase of the revenue bonds to be issued to finance the Project; WHEREAS, the Authority, pursuant to i�linnesota � Statutes, Section 474.01 , Subdivision 7b did publish a notice, a copy of which with proof of publication is on file in the office of the Authority, of a public hearing on the proposal of the Company that the Authority finance the Project hereinbefore described by the issuance of its industrial revenue bonds; and WHEREAS, the Authority did conduct a public hearing pursuant to said notice, at which hearing the recommendations contained in the Authority's staff inemorandum to the Commissioners were reviewed, and all persons who appeared at the hearing were given an opportunity to express their views with respect to the proposal . NOW, THEREFORE, BE IT RESOLVED by the Commissioners of the Port Authority of the City of Saint Paul, Minnesota as follows : 1. On the basis of information available to the Author:ity it appears, and the Authority hereby finds, that said Project constitutes properties, used or useful in connection with one or more revenue producing enterprises engaged in any 6usiness within the meaning of Subdivision 1 of Section 474.02 of the Act; that the Project furthers the purposes stated in Section 474.01 of the Act, that the availability of� the . financing under the Act and willingness of the Authority to furnish such financing will be a substantial inducement to the - Company to undertake the Project, and that the effect of the Project, if undertaken, will be to encourage the development of economically sound industry and commerce and assist in the ' prevention of the emergence of blighted and marginal land by helping the Company to meet state and federal pollution control standards, thereby allowing the Company to make �maximum utlization of its existing plant capacity resulting in the maintenance of the assessea value of the Company and assisting in the maintenance of current employment levels all of which will help the City to retain and improve its tax base and provide the range of services and employment opportunities required by its population, and will help to prevent the movement of talented and educated persons out of the state and to areas within the state where their services may not be as effectively used and will result in more intensive development ' and use of land within the City and will eventually result in an increase in the City's tax base; and that it is in the best interests of the port district and the people of the City of Saint Paul and in furtherance of the general plan of development to assist the Company in financing the Project. 2. Subject to the mutual agreement of the Authority, the Company and the purchaser of the revenue bonds as to the details of the revenue agreement as defined in the Act, and other documents necessary to evidence and effect the financing of the Project and the issuance of the revenue bonds, the � Project is hereby approved and authorized and the issuance of revenue bonds of the Authority (which may be in the for� of a single note) in an amount not to exceed approximately $1,000,000 (other than such additional revenue bonds as are needed to complete the Project) is authorized to � finance the costs of the Project and the recommendations of the Authority's staff, as set forth in the staff inemorandum to the Comr.iissioners which was presented to the Commissioners, are incorporated herein by reference and approved. . 3. In accordance with Subdivision 7a of Section 474 .01, Minnesota Statutes, the Executive Vice-President of the AUTHORITY is hereby authorized and directed to submit the proposal for the above described Project to the Commissioner of Securities, requesting his approval, and other officers, employees and agents of the AUTHORITY are hereby authorized to provide the Commissioner with such preliminary information as he may require. . � 4. There has heretofore been filed with the Authority a form of Preliminary Agreement between the Authority and Company�, relating to the proposed construction and financing of the Project and a form of the Placement Agreement. The form of said Agreements have been examined by the Commissioners. It is the purpose of said Agreements to evidence the commitment of the parties and their intentions with respect to the proposed Project in order that the Company may proceed without delay with the corunencement of the acquisition, installation and construction of the Project with the assurance that there has been sufficient "officia:l action" under Section 103(b) of the Internal Revenue Code of 1954; as amended, to allow for the issuance of industrial revenue bonds (including, if deemed appropriate, any interim note or notes to provide temporary financing thereof) to finance the entire cost of the Project upon agreement being reached as to the ultimate details of the Project and its financing. Said Agreements are hereby approved, and the President and Secretary of the Authority are hereby authorized and directed to execute said Agreements. 5. Upon execution of the Preliminary Agreement by � the Company, the staff of the Authority are authorized and directed to continue negotiations with the Company so as to resolve the remaining issues necessary to the preparation of the revenue agreement and other documents necessary to the adoption by the Authority of its final bond resolution and the � issuance and delivery of the revenue bonds. 6. The revenue bonds (including any interim note or notes) and interest thereon shall not constitute an indebtedness of the Authority or the City of Saint Paul within the meaning of any constitutional or statutory limitation and shall not constitute or give rise to a pecuniary liability of the Authority or the City or a charge against their general credit or taxing powers and neither the full faith and credit nor the taxing powers of the Authority or the City is pledged for the payment of the bonds (and interim note or notes) or interest thereon. 7 . In order to facilitate completion of the 'revenue bond financing herein contemplated, the City Council is hereby requested to consent, pursuant to Laws of Minnesota, 1976, Chapter 234, to the issuance of the revenue bonds (incluaing any interim note or notes) herein contemplated and any additional bonds which the Authority may prior to issuance or from time to time thereafter deem necessary to complete the Project or to refund such revenue bonds ; and for such purpose 4, . � ♦ - the Executive Vice President of the Authority is hereby authorized and directed to forwara to the City Council copies of this resolution and saia Preliminary Agreement and any additional available information the City Council may request. 8. The actions of the Executive Vice-President of the Authority in causinq public notice of the public hearing and in describing the general nature of the Project and estimating the principal amount of bonds to be issued to finance the Project and in preparing a draft of the proposed application to the Commissioner of Securities, State of - Minnesota, for approval of the Project, which has been . available for inspection by the public at the office of the Authority from and after the publication of notice of the hearing, are in all respects ratified and confirmed. Adopted March 25, 1980 ` � . � L/ �/ . � �� t� ` Attest. � l ' en . The �or Authority of the City of Saint Paul retary � � ��,� �� � ��� < � � �������y a F > ,� � ' ' ��r�#,��a��� Y �� �� S � � � � '" L r f � t c� ' ,�� i � '�`��,, ,� #�Z 3 {ti � �� e����i�t����;���� -` � " � _ [ .': t `..,_ , ' . . r � .�'�i ,f. E �.;. �y t�F -� r � ' � S . +. 4f 4rv' :h�1+3 � �� � ��`��.'�`�� �� ��� � � � f '�y ��' � f! 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