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273985 - WHITE - CITV CLERK •D�_1�iR/!1 PINK - - FINANCE �F�1 COUI�CIl I�i �i� �a�y CANARV - DEPARTMENT G I TY OF SA I NT 1 A U L File NO• BLUE - MAVOR . ouncil Resolution Presented By Referred To Committee: Date Out of Committee By Date WHEREAS: 1 . On October 23, 1979, the Port Authority of the City of Saint Paul adopted Resolution No. 1566, giving preliminary approval to the issuance of revenue bonds in the initial principal amount of approxjmately $595,000 to finance the construction of an 18,000 square foot office and warehouse addition to the Capitol City Distributing Company facility in Riverview Industrial Park. The lease will be with and be personally guaranteed by Michael P. Groppoli and wife, Gayle I. Groppoli , and Lauro DiSanto and wife, Lucille F. DiSanto, with a sublease to Capitql City Distributing Company. 2. Laws of Minnesota 1976, Chapter 234, provides that any issue of revenue bonds authorized by the Port Authority of the City 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 Pau1 has requested that the City Council give its requisite consent pursuant to said law to facilitate the issuance 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. 1566, the exact details 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 Authprity, 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. COUNC[LMEN Yeas � Nays � Req�sted by Departm�ent of: �� c�a-��� [n Favor —��ezza Hunt r/ Levine " __ Against BY Maddox Show sCO NOV Ej 1979 Form Approved by City Attorney Adop by Council: Date `�� `'��p��GCy�'/L� ertified P� - by C unci ,retary BY 1�1p by lVlavor. Da _ �OV � ,�� Appr e y Mayor for Submis ' n t ncil � By. _ �--ti�--V 1-�� BY ��,►SH�9 N 0 � � � � , � � ' � �J �' �i � � i '�' Y r�+,r���a��� OF THE CITY OF ST. PAUL . �. Memorondum TO: BOARD OF C4MMISSIONERS DATE Oct. 16, 1979 (Oct. 23, 1979 Regular Meeting) f FROM: J.F. Faue SUBJECT: CAPITOL CITY DISTRIBUTING COMPANY, INC. PRELIMINARY & UNDERWRITING AGREEMENT � �595,000 REVENUE BOND ISSUE RESOLUTION N0. 1566 1 . THE COMPANY The company is located at 295 State Street in Riverview Industrial Park and was financed by a Port Authority revenue bond issue in the amount of �250,000 dated June 1 , 1975 to construct a 20,000 square foot office/ warehouse on a 105,000 square foot site. The company has been in business for over 20 years as a distributor of beer and wine. They presently employ 25 people. � 2. TNE PROJECT � The company proposes to add approximately 18,000 square feet of controlled environment warehouse along with expanding their office facilities to meet the demands of their growing business. Their suppliers also require im- proved storage facilities to insure the high qvality of their product. 3. FINANCING The expansion is proposed to be financed by the issuance of a $595,000 revenue bond issue to be allocated as follows: Construction �502,500 Legal & Miscellaneous Expenses 15,000 , � Debt Service Reserve 59,650 Underwriting 17,850 Total $595,000 h9iller & Schroeder Municipals have agreed to underwrite the issue. Consistent with the terms of the f�irst issue, the principals, Nichael P. Grop�oli ard Gayle I. Groppoli , and Lauro DiSanto and Lucille F. DiSanto, will rersorally euarantee the lease and in turn sublease to the company for the full terM and obligation of the bonds. The total project cost will be �548,C�0. Eond proceeds vrill. provide $502,500; the difference will be funded by t'�e principals. Financial statements of the principals and the ' . � . Board of Commissioners October 16, 1979� Page -2- company are attached. It is noteworthy to compare the 1975 and 1979 projections to the present figures. They are as follows: PROJECTED YEAR END FIRST 8 1975 1979 1978 MONTHS-1979 Sales �2,600,000 $5,000,000 �4,500,000 $3,500,000 Company Net Income 19,500 50,000 48,600 115,000 Company Net Worth 118,000 303,000 Principals Net Worth 800,000 1 ,900,000 4. TERMS OF THE LEASE The issue will be for 20 years co-terminous with the present issue and con- tains a purchase option equal to 10� of the principal amount of the bon�s. Fiscal and administrative fees for the first 10 years will be $300 per month or $3,600 annually; the second 10 years, $400 per month or �4,800 annually; and the remainder of the term, �500 per month or $6,000 annually. 5. RECOMt�1ENDATIONS Early notice to District 3 was published September 24, 1979. The Port Authority published notice in the Legal (,edger and the St. Paul Dispatch- Pioneer Press on 4ctober 5, 1979 as required under the amendment to Chapter 474. If the project is approved by the Commission, a formal application will be submitted to the Corr�nissioner of Securities. The expansion of the company is in keeping with the original plans and business projections. Staff recommends approval of Resolution No. 1566. JFF:ca Httach. / . , . � • . �����+�?� . . . A.,,, ��� ..� ,. Resolution No. 1566 RESOLUTION OF . THE PORT AUTHORITY OF THE CITY OF SAINT PAUL WHEREAS, the purpose of Chapter 474, Minnesota Statutes, known as the Minnesota Municipal 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 promoti�on and development of economically sound industry and commerce are the increasing concentration of population in the metropolitan areas and the rapidly rising in�rease 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 Michael� P. Groppoli, Gayle I. Groppoli, Lauro DiSanto and Lucille DiSanto (hereinafter . referred to as "Tenant") a request that the Authority issue its revenue bonds to finance the expansion of the warehouse and distribution facilities in the City of St. Paul, which the Tenant curreritly leases from the Authority pursuant to a lease dated June 1, 1975 (the "Project") all as is more fully described in the staff report on file; 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 eity in achieving that objective. Said Project caill 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 � . . . � � � � � � �`����� 6�TEiEREAS, the Project to be financed by revenue bonds • will result in" substantial employment opportunities in the Project; � WHEREAS, the Authority has been advised by repre- sentatives of the Company that conventional, cor*imercial . 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 Project 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 °Underwriter") has made a proposal in an agreement (the _ "Underwriting Agreement" ) relating to the purchase of the revenue bonds to be issued to finance the Project; WHEREAS, the Authority, pursuant to Piinnesota Statutes, Section 474. 01, Subdivision 7b did place 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 of the Authority' s staff, as set forth in a staff inemorandum to the Commissioners, were reviewed and all persons who appeared ' at the hearing were given an opportunity to express their viecvs . 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 Authority 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 business 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, and - . . . ������ . will help to prevent chronic unemployment, and 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 talen'ted - � 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 develo�nent 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 developmerlt 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 amendment to lease an� otner 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 form of a single note) in an amount not to exceed approximately $595,000 (other than such • additional revenue bonds as are neeced 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 Commissioners which was presented to the Commissioners, are incorporated 'nerein 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 bet��een the Authority and Company, relating to the proposed construction and financing of the Project and a forM of the Underwriting Agreement. The form of said Agreements have been examined by � the Commissioners. It is the purpos° 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 comr,encement of the acquisition, installation and construction of the Project with the assurance that there has been sufficient "official action" uncier Section 103(b) of the Internal Revenue Code of 1954, as amended, to allow for t�e issuance of industrial revenue bonds . • . 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, ancl the President and Secretary of the Authority are hereby authorized and directed to execute said Agreements. 5. Upon execntion 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 amendment to lease and other documents necessary to the adoption by the Authority of its final bond resolution and the issuance and delivery of the revenue'bonds; provided that the President (or Vice-President if the President is absent) and the Secretary (or Assistant Secretary if the Secretary is absent) of the Authority, or if either of such officers (and his alternative) are absent, the Treasurer of the Authority in lieu of such absent officers, are hereby authorized in accordance with the provisions of Minnesota Statutes, Section 475. 06, Subdivision l, �to accept a final offer of the Underwriters made by the Underwriters to purchase said bonds • and to execute an undet�ariting agreement setting forth such offer on behalf of the Authority. Such acceptance shall bind the Underwriters to said offer but shall be subject to ap�roval � and ratification by the Port Authority in a formal supplemental bond resolution to be adopted prior to the delivery of said revenue bonds. 6. The revenue bonds 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 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 (inc2uding 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 . ` • . . , , - ��'����� . p 6✓� the Executive Vice President of the Authority is hereby authorized and directed to forward to the City Council copies of this resolution and said Preliminary Agreement and any additional available information the City Council may request. 8. The actions of the Executive Vice-President of the Authority in causing 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 P•iinnesota, 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 October 23, 1979 lI \ Attest ��� � 'C ��,� ' Pr . The Port , uthority of the City � of Saint Paul n• G Secretary ! • ' , ��„� s�c M1s °" �i � '�� � ; �3. � � i'� � �s� RS x ' x� �,a+.�? 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