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271266 WHI7E - CiTV CLERK (� i PINK - FINANCE TF' �7 COUI�CII _,(J� C A N A R V - D E P A R T M E N T G I T Y O F S A I N T 1 A ll L ��� ,'j���� BLUE - MAVOR File NO. A ouncil Resolution Presented By Referred To Committee: Date Out of Committee By Date WHEREAS: 1 . On May 31 , 1978, the Port Authority of the City of Saint Paul adopted Resolution No. 1351 , giving preliminary approval to the issuance of revenue bonds in the initial principal amount of approximately $770,000 to finance the expansion and improvements to Farmers Union Grain Terminal Association's facility at Chestnut Street and Shepard Road. 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 Paul 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 . 4. It is estimated that the ini�ial principal amount of said bonds will be approxi- mately $770,000 and that the net interest cost applicable to said issue will not exceed 8%, now, therefore, be it 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. 1351 in the initial principal amount of $770,000 at a net interest cost of not to exceed 8%, 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 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 Yeas Nays Requested by Department of: Butler � Hozza In Favor � _ '—,=='==� _ � __ Against BY I�X Maddox Ted� Showalter ,�� � 5 �� Form Approved by City Attorney Adopted by Council: Date — O Certified ; e by ounc , cret� BY- � B,, ��l Ap rov by :Vlavor: te _ ,,,�,�o .n�_ Approv by Mayor for Submissi to ou cil �J R � .r w By BY pUBLISHED JUN Z 4 197� ..�":` ���� ��� Resolution No. 1351 RESOLUTTON OF THE PORT AUTHORITY OF THE CITY OF SAINT PAUL ZaHEREAS, the purpose of Chapter 4?9, Minnesota Statutes, known as the Minnesota Municipal zndustrial Deve].op-- ment Act (hereinafter called "Act") as founcl and determined by the legislature is to promote the welfare of the state by the active attraction and encouragement and development af economi-� cally sound industry and commerce to prevent so far as possible the emergence of blighted and marginal lands and areas of chronic unemploym�nt and to aid in� the development of existing areas of blight, marginal land and persistent unemployment; and WHEREAS, factors necessitating the active promotion and GcV21G�::�°nt of economically sound industry and commerce are tne increasi:^g concentration of population in the metropolitan areas a=.d the rapidly rising increase in the amount and cost of governmsntal services required to meet the needs of the increa5ed population and the need for development of �and use - tahich caill provide an adequate tax basz to finance these a.ncreas- ed costs and access to employment opportunities for such po�u� lation; and WHEREAS, The Port Authority of the City o� Saint Paul. (the "Authority") has received from the Farmers Una.on Grain � Terminal Association (hereinafter referred to as "Company°} a request that the Authority issue its revenue bonds to finance improvements to existing grain terminal facila.ties located at Chestnut and Shepard in St. Pau�. (said improvements hereinafter called the "Project") all as is mare fully described in the staff report on file; and WHEREAS, the Authority desires to facilitate the selective development of the community, ta retain and imprave its tax base and to help it provide the range of services and employment opportunities required by its nopulation, and said Fr.oject �aill assist the City in achieving that objective. Said Project will help to increase the assessed valuation of the City �nd help maintain a positive relationship hetween assessed t�alua- tion and debt and enhance the image and reputation of the City; and WHEREAS, the Project �to be financed by xevenue bonds will result in substantial employment opportunities in the Project; � �afIEREAS, 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_ borroc�ing 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 �inancing, and its resulting low borro�•�ing co�t, the Project is econom- ically more feasible; and WHERE�S, P�iller &. Schroede� Municipals, Tnc. (the "Underwriter") has made a proposal in an agreement (the "Underwriting Agreement") relating to the purchase af the revenue bonds to be issued to finance the �roject. NOW, THEREFORE, BE IT RESOLVED by the Conmissioners of the Port Authority of the City of Saint Pau1, r9innesota as follows : " l. On the basis 'of information ava�.lable to the Authori�y it appears, and the Authority hereby �inds, that said Project constitutes properties, used or use�ul in co:�nectior_ �•�ith one or more revenue producing enterprises engaged in any busi.ness within the meaning of Subd?vision 1 or Section 474. 02 of the Act; that the availabilx•ty oi the financing under the Act and �•rillingness of the Authority to furnish such financing will be a substantia:l inducernent to the Company to undertake the Project, and that the effect of the Project, if undertaken, will be to increase the port� s volume of commerce, grovide adeauate terminal faca,Iita.es functionally related and subordinate to dock faci].ities open ta all upon reasonable and equal terms, encourage the develapment of economically sound industry and comm�rce and assist in the prevention of the emergence oi b]_ighted and marginal land, and wil.l help to prevent chronic unempl.ayment, and tvil.l help the City to retain and improve its tax base and provide the range of services and enployment oppor- tunities required by its population, and will help to prevent the movement of talented and educated per.sons out of the state and to areas within the state �ahere their services may not be as effectively used and cai11_ result in more intensive development and use of land �aithin the City and will eventually result in an increase in the City' s tax base. 2. Subject to the mutual agreement o� the Authority, the Company and the purchaser of i:he revenue bonds as to the details of a revenue agr_eement as defined ����.`��� in the Act, and other documents necessary to evidence and effect the �inancing o£ the Project and the issuance of 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 $810,000 (other than such additional. revenue bonds as are needed to complete the Project) is authorized to finance the costs of the Project. 3. There has heretofore been filed with the Authority a form of Preliminary Agreemznt between 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 Cammissioners. It is the purpose of said Agreements to evidence the commitment of the parties and their intent5.ons with respect to the proposed Project in orc�er that the Company may proceed without delay with the commencement of the acquisition, installation and construction of the Project with the assurance that there has been sufficient "official action" under Section 103 (b) of the Tnternal Revenue Code of 1954, as amended, to a11o�a �or the iss�ance of industrial revenue bor,ds to finance the entire cost of the Project upon agreemznt being reached as to the ultimate details of the Project and its financing. Said Agreem�nts - are hereby approved, and the President and Secre�ary of_ the Authority are hereby authorized and directed ta execute said Agreements. � 4. Upon execution of the Preliminary Agreement . by the Company, the staff of the Authority are authorized and directed to continue negotiations ��ith the Com�any so as to resolve the remaining issues necessary to the preparation of the revenue agreement ancl other documents necessary to the adoption by the Authority of its final bond resoluta.on and the issuance and delivery of the revenue bonds. 5. The revenue bonds and interest thereon shall not constitute an indebtedness of the Authority or the City of Saint Pau1 within the meaning of any constitu-- tional or statutory limitation and shall not constitute or give rise to a pecuniary liability of the nuthority 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. 6. In order to facilitate completion oi the reveriue bond financing herein contempZated, .the City Council is hereby requested to consent, pursuant to Laws of Minnesota, 1976, Chapter 234, to the issuance of the reveriue bonds 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 the Execu- tive Vice President of the Authority is hereby author�zed . and directed to forc�ard to the City Council copies of this resolution and said Preliminary Agreement and any addi- � tional available information the City Cauncil may request. Adopted I�tay 30, 1978 � Attest �� - Presi , "t '" Tne Port Authority of the City !of Saint Paul Secretary - . '.j � ,� � ( . . ,. . . ����..�1.�� PRELIMINARY AGREEMENT THIS AGREEMENT, made and entered into as of this � day of , 197a , by and between the PORT AUTHORITY OF THE CITY OF SAINT PAUL, a public corporation organized and existing under the provisions of Minnesota Statutes, Chapter 458, and a redevelopment agency within the meaning of Minnesota Statutes, Chapter 474, hereinafter called "Port Authority" , and Farmers Union Grain Terminal Association, a cooperative corporation organized under the laws of Minnesota, hereinafter called "Company" ; WITNESSETH: LaHEREAS : . A. The Company and Port Authority intend that improvements be made to existng facilities located on premises described in Exhibit A attached hereto and incorporated herein by reference, said improvements being herein- after called "Project" ; ' B. The parties hereto intend, subject to the terms, covenants and conditions herein can- tained, to enter into a revenue amreement (the "Revenue Agreement") relating to the Project, and in the form and tenor cus- - tomary with respect to industrial revenue bond financing in the State of Minne- � sota and ta finance the acquisition, in- stallation and construction of the Project through the issuance by the Port Authority of Industrial Development Revenue Bonds (here- inaft$r called Bonds) which may, with the consent of the Port Authority and Company, be in the form of a single note, and, if appropriate, a interim note or notes payable from the proceeds of the Bonds pursuant to Minnesota Statutes, Chapters 458 and 474. NOW THEREFORE, in consideration of the mutual� covenants rerein cantained, it is hereby agreed by and between the parties heret� as fo?lo�7s: 1. The Company and the Port Authority agree to nego- tiate the Revenue Agreement in a form and tenor customary with respect to industrial revenue bond financing in the State of Minnesota, including without limitation the provision for the following: (a) The Revenue Agreement term shall commence on the nominal date of the Bonds and shall extend through the final maturity date of the Bonds. (b) The Company shall agree under the Revenue. Agreement to mak� monthly payments in the amounts and at such times as are set out in said negotiated Revenue Agreement, but in any event sufficient to pay when due debt service on the Bonds. (c) Interest on earnings derived from the investment of the monthly payments and other monies � in the bond fund and any reserve established for the Bonds shall inure to the benefit of the Port Authority. , (d) The Company shall be entitled to credit against its last installments of payments due during the term of the Revenue Agreement the principal amount of any surplus constructian funds transferred to the bond fund and any reserve established tor the Bonds . . . (e) The Company agrees that prior to the commencement of any part of the Project, the - Company will cause to be filed with the Port � Authority and approved by its duly authorized agent the Plans and Specifications for the entire Project certified by an engineer registered in the State of Minnesota and that with respect to at least that part of the Project the Company then wishes to undertake the Company will first cause to be filed with the Port Authority and approved by its duly designated agent, (i) all � payment and performance bonds for the work to be undertaken, (ii) all cor_struction contracts, including any installation contract, (iii) such builders risk, installation floater, and liabil- � ity insurance as will fully protect the Company, contractor and Port Authority (who shall be named as an additional insured or loss payees) as their interests shall appear, against risk of loss or damage to the Project and Project premises and against claims which may arise from the construct�on, acquisition and installation of the Project, and (iv) waivers from the general contracto� and all subcon- tractors and suppliers of all rights against the Port Authority �or damages to property except such rights as they may have to proceeds of such insurance. All construction contracts entered into for construc- ting zhe Project described herein shall include provisions that the wages paid to skilled and un- skilled labor� shall not be less than the prevailing wage rates currently in effect in the City of Saint Paul. (f) The Company shall agree to pay a11 taxes, assessments, and other governmental charges that are or may become due with respect to the Project. 2. Upon negotiation of the details of said Revenue Agreement and final determination of the terms of the Bonds, the Port Authority shall thereafter issue said Bonds in accor- dance with the terms and conditions set forth in an underwriting agreement and the Revenuz Agreement; provided that: ' ����..���� (a) Details of the sale and issuance of the � Bonds to be issued by the Port Authority shall be � subject to final approval by the Company and the Port Authority. (b) Issuance of said Bonds shall be subject to the issuance of the approving opinion of Briggs and Morgan, Professional Association, Bond Counsel for the Port Authority and for the City of Saint Pau1, and the furnishing of all documents, resolutions, agree- ments, financial information, certifications, and representations �necessary to the sale and delivery of the Bonds, including those which are customarily used and those which are customary and necessary to comp].y with all state and federal laws, regulations, rulings and decisions. 3. Regardless of whether or not for any reason the Bonds are issued, the Company shall upon der.land nevertheless promptly pay or reimburse the Port Authority for the payment of all out-of-pocket e�penses incurred by the Port Authority in connection with the Project including without limitation all Bond Counsel and other legal fees incurred in the preparation of this Preliminary Agreement, the negotiated Revenue Agreement, the underwriting agreement, other related documents, and all costs incident to any environmental studies required to be hereafter made in connection caith the Project. 4. This Agreement i�s subject to the approval of the Bonds by the City Cou�cil of the City of Saint Paul as provided by Chapter 234 or the Laws of Minnesota for 1976 . � IN WITNESS WHER�OF, the parties hereto have caused these presents to be executed as of the day and year first above written. In the Presence of : PORT AUTHO Y OF THE CITY OF SAI PAUL � � � /" � $ j� � � � GL% ItS By Its (Corporate Seal) In the Presence of: FARMERS UNION GRAIN TERMINAL ASSOCIATION By Its By Its (Corporate Seal) ' RORT � - AUTH � RITY �'���.��� OF THE CITY OF ST. PAUL Memorandum TO: Board of Commissioners DAT� May 25, 1978 Meeting May 30, 1978 ,, v� FROM: D. G. Duns � � �`` SUBJECT: FARMERS UNION GRAIN TERMINAL ASSOCIATION EXPANSION AND IMPROVEMENT--$770,000 CHESTNUT STREET AND SHEPARD ROAD ELEVATOR RESOLUTION N0. 1351 Farmers Union Grain Terminal Association owns a large elevator complex at the intersection of Shepard Road and Chestnut Street. The Port Authority owns the loading facility on the river side of the terminal which we presently lease to Farmers Union. The company has asked that we consider the issuance of $770,000 in industrial development revenue bonds under a private placement to finance the improvements to the complex. These improvements include the exterior painting and repair of the facility. Since the elevators are so visible from the downtown and river portions of the area, it would provide a significant improvement in the overall appearance of the downtown St. Paul skyline. In addition to the resurfacing and re- painting of the elevators, the company also proposes to construct an additional truck dump facility. Total proceeds from the bond issue would be as fallows: Painting and repair $550,000 Dump Facility 220,000 . Capitalized Interest 23,900 Expenses 8,000 Placement Fee 8,100 TOTAL $810,000 In addition to the income the Port Authority would receive from the sinking funds, there would be a fiscal and administrative fee of $162.00 per month. The term of the bond issue would be for a period of 10 years commencing July 1 , 1978 and terminating June 30, 1988. Staff recommends approval . DGD:jmo t � _ ,, . OM Ol . .. 12/1975 . . Rev. : 9/8/76 _ . r,�..�: . EXPLANATION OF ADMINISTRATIVE ORDERS, ; ;����-� RESOLUTIONS, AND ORDINANCES �-� . � . ," � '' ' . `; � � _ �� � , _a • � . ;r: ' �. . . . . - X3 1:: Date: May 3'[� .1978 � � . ;`� ; +1' :�.,.. . -.< _. _ _.. . s ..: ;� _` � ' . . . . . , . �. . . . . . - . . . .:.�.��.f . ...... .... ... . _. . _ -- .. . ..:��,;"; ' .. ___.. ' . . ' ,c-.. ._.' .,'. , - ..�'�, . . ':-._ ._ _ _ . _ :.. . .. '.. � . . , . . . �. . .. ._ '':. . . . _. . .-_.. .... . .... ' . . . _ - . . . , . -i _ . _. . . . . . _ .. � - . � . .- ...�. . �_:.'.. ."..." . : . ..:... . . �� . . � ...-.. {-:,;' .. .,._ . T0: MAYOR GEQ G LATIMER - . � .' � � - " � � FR: E Ik.:�_Kraut; S �1 Por-t�Authortty . -- - _ " - - - - _ . ._: __,._:�: _ _ .�, RE: FARMERS UNION GRAIN TERMINAL ASSOCIATION EXPANSION AND IMPROVEMENT--$770,000 � CHESTNt1T STREET AND SHEPARD ROAD ELEVATOR RESOLUTION N0. 1351 � � . . ,.,_;„ ,. _ :..- _ _ , ;i,„, ,,,,..;... , . :. . ,,�, .• ,.... >.:' .�;>�,F �...�.,.. , . �.;, . � . . d . . . , . _ ,.<.�__ . ACTION REf�UES7ED: ' , Tn accordance with the Laws of Minnesota, Chapter 234, it is �requested that the City Council by Resolution, a draft copy .of which is attached hereto, approve the issuance of approximately $770,000 in revenue bonds for the purpose of financing the expansion and improvements to their facility at Grain Terminal No. 1 . � PURPOSE AND RATIONALE FOR THIS ACTION: The purpose of the bond issue is to. finance the expansion and improvements, which include � exterior painting and repafr, .ta Farmers Union Grain Terminal .Association's facility at Chestnut Street and Shepard Road. � : Since this bond issue is being privately placed the Port Authority is not in any way pledging its resources to retire these bonds in the event of default. When the riparian r�ghts lease was renegotiated two years ago the conditions included pro- � visions for Farmers Union to repair and improve the aesthetics so that the entrance to St. Paut from Sehpard Road was more attractive. A substantial part of this bond issue will be used for aesthetic improvements. _ ATTACHMENTS• � � Staff Memorandum � . Draft City Council Resolution Port Authority Resolution No. 1351 � � Preliminary Agreement _ . _ __ . _.. _..__, .,...._.._ . _�.�.------_ .. �_..:...��.___. . ._ .____ __�____ .___.._._..__,� ww.-,,..... . ,