269780 � WHITE — CiTV CLERK e
PINK — FINANCE GITY OF SAINT PALTL Council ��� ���
CANARV — DEPARTMENT
BLUE — MAVOR File NO.
�
ou cil Resolution
Presented By '°
Referred To Committee: Date
Out of Committee By Date
WHEREAS:
1 . On September 6, 1977, the Port Authority of the City of Saint Paul , adopted . :.....,�,,,�
Resolution No. 1247, giving preliminary approval to the issuance of revenue bonds in the
initial principal amount of approximately $795,000.00 to finance the office-manufacturing
and warehouse facility for Astrocom Corporation.
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 rev�flue 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 initial principal amount of said bonds will be
approximately $795,000.00 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. 1247 in the initial principal amount of approximately $795,000.00 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.
COUIVCILMEN �
Yeas Nays / Requested by Departm�nt of:
�- j .
Hozza [n Favor
Hunt
Levine � __ Against BY
�ee�er
Sylvester
Tedesco
Adopted by Council: Date
SE� � 7 �9�� Form Approved by City Attorney
Certified ss d y Council S retar BY
By
I ;
Approved by yo : Dat s�P � 6 � 7 Appr d by Mayor for Sub ' n to Council
By BY
�UBLISHED SEP 2 4 �977
� PORT
AUTHORITY
OF THE CITY �F ST. P/�►UL ���-' ���
Meinoraudnm
TO: Board of Co�nissioners �A� September 1 , I977
Special Meetin �eptember 6, 1977
FROM: D. G. Dunshe
SUBJ6Ct: ASTROCOM CORPORATION
RIVERVIEW INDUSTRIAL AREA WEST
LAND LEASE AND REVENUE BOND FINANCING
1 . THE .COMPANY .
Astrocom CorporatTOn was incorporated in Minnesota in 1968 and originally
had operations in leased space on the east side of the St. Paul downtown
area. At the present time, they are located in leased space in Minnetonka,
and are engaged in the design, development and manufacture of printed
� circuits and other electronic products to transmit and receive data between
computers and remote terminals. The company currently employs 70 people
in their operations in Minnetonka and tf�ey anticipate in their relocatian
they would be hiring approximately 40 assemblers to work in the new plant.
2. THE PROJECT
The company proposes to construct a 34,500 square foot office-manufacturing
plant. The facility would be located on a 157,000 square foot site located
in Riverview Industrial Area West (RIAW). The site is •iocated on the south
side of Plato Boulevard approximately 300 feet west of the Group Health -
Plan site. The building would contain 10,000 square feet of office and
research and development space and 24,000 square feet of production and
storage area.
The building would be 1-story construction with raked tilt-up Fab-Gon
panels on all sides.
Astrocom estimates they will have to hire approximately 40 people once
the plant is opened in the spring of 1978 to replace those current
employees who will not be wiliing to transfer to the new St. Pau1 location.
3. FINANCING
Financing for the project is proposed through the issuance of a Port
Authority industrial development revenue bond issue totaling $795,000.00.
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Board of Commissioners
September 1 , 1977
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The past three y�ars audited financial statem�nts are attached for your
. review as weii as a 5-year financial projection. The new facility will
cost �661 ,884.OJ and the other costs in the bond issue are as follows:
• Buildin9 $661 ,884.00
Bond Issue Expense 20,000.00
Capitalized Interest during Constructjon -
Est. - 6-1/4q - 6 Months 21 ,541 .00
Debt Service Reserve 63,750.00
Discount 27,825.00
TOTAL $795,000.00
4. UNDERWRITING AGREEMENT
Miller & Schroeder �lunicipals have agreed to underwrite a revenue bond
issue of $795,000.00 for a term of 30 years with an. interest rate
of 6.25%. A copy of the underwriting agreement is enclosed in the '
proposal for your review.
5. TERMS OF THE LEASE
The lease of the land and building would be for a period of 30 years
terminating in 2007. The Port Authority has been asking $1 .00 per squar�
foot for the land in the Riverview Industrial Area W�st when it is leased.
Mr. Fred Fischer, a structural engineer, has reviewed the soil tests on
the �arcel of the proposed facility and determined that because of poor
subsoil conditions it will require 95-foot pilings and will result in an
addltional cost for ti�e piling and grade beams of $109,000.00 over con-
struction on a site with no subsoil problems. We propose a land lease
for 50� per square foot which would amount to a reduction in th� land �
price of $78,500.00, uaf�ich would partially offset the additional piling
and su6soil costs Astrocom would have to build on the site.
Land - 157,000 sq. ft. @ 50¢ per sq. ft. $ 78,500.00
Interest - 7% 119,320.00
197,82�.00
Monthly Rent - 354 P�lonths $ 558.81
Annual Rent �,7p,,72
We propose 10, 20 and 30-year options to purchase the land as Hrell as the
standard Port Authority option on th� building of 10� of the bond eost.
The optio�s to purchase the land and building would be as follows:
10 Years 20 Years 30 Years
Land $91 ,688.00 $b5,312.00 $39,250.Q0
Building - ]0% 79,500.OQ * 79,500.00 * 79,500.00
* Plus retirement of outstanding bonds.
t
Board of Cornmissioners
September l , 1917
Page -3- � .
Astracom Corporation would be building their facility to �conform with
� ali covenants imposed by the St. Pau1 Housing and Redevelopment Authority
and the Port Authority. It should be noted that along the southerly
boundary of th� property the St. Pau1 Housing and Redev�topment Authority
�has restricted an easement to permit the City vehicles and personnel access
to the area at the toe of the bluff to clear the area of rock or other
� debris that has fallen from the bluff. In addition to the 30-foot
maintenance easement for the Housing Authority, the Port Authority has
requested an additional 20-foot easement to a11ow for the construction of
a rail track to serve the parcels immediately east or west of Astrocom
Corporation. The rail track easement would be in effect for 9 years and
if a rail track' is not built by September 1 , 1986 the easement would be
vacated and Astrocom Corporation would be permitted the use of the area
for the erection of permanent structures.
It is estimated that the real estate taxes on the new structure will be
approximately $30,250.00 to the City or a total benefit over the terrn of
the lease of $907,500.00.
6. RECOMMENDATIO�S
Staff has reviewed the financial statement of Astrocom Corporation,
interviewed its officers, and recommends approval of the land iease and
industrial development revenue bond financing for the ne+� buildjng in the
amount of $795,000.00.
DGD:jmo �
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Resolution No. ,1247
RESOLUTION OF
� THE PORT AUTHORITY OF THE CITY OF SAINT PAUL
WHEREAS, the purpose of Chapter 474, Minnesota
Statutes, known as the Minnesota Municipal Tndustrial 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 lana and persistent unemployment; and
WHEREAS, factors necessitating the active promotion
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 increas-
ed costs and access to employment opportunities for such popu-
lation; and
WHEREAS, The Port Authority of the City of Saint Paul
(the "Authority") has received from the Astrocom Corporation
(hereinafter referred to as "Company") a request that the Author-
ity issue its revenue bonds to finance the acquisition, install-
ation and construction of an office and manufacturing facility
on prope'rty owned by the Authority (hereinafter collectively
called the "Project") in the City of St. Paul, all as is more
� fully described in the staff report on file; and
WHEREAS, tY:e 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 t:�e 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 valua-
tion and debt and enhance the image and reputation of the City;
and
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WHEREAS, the Project to be financed by revenue bonds .
will result in the employment of approximately forty persQns
in the new facilities;
. WHEREAS , the Authority has been advised by representa-
tives 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 operating the Project would be signi-
� ficantly reduced, but the Company has also advised this Author-
ity that with the aid of revenue bond financing, and its re-
sulting low borrowing cost, the Project is economically more
feasible; and
WHEREAS, P�i,.L1,er & Schroeder Municipals, Inc. (the
"Underwriter") has offered- to purchase the revenue bonds to �
be issued to finance the Project pursuant to an agreement .
(the "Underwriting Agreement") . _
NO��T, 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 Sectian 474.02
of the Act; that the availabilit�r 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 uner.ipToyment, 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 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.
2. Subject to the mutual agreement of the Authority
and the Company as to the details of the lease and other do�u-
ments necessary to evidence and effect the financing of the
Project and the issuance of the revenue bonds, the Project is
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hereby approved and authorized and the issuance of revenue bonds
of the Authority in an amount not to exceed $795,000 and in
accordance with the Underwriting Agreement (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 Agreement between the Authority and Com-
pany, 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 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
commencement of the acquisition, installation and construction of
the Project and any temporary financing thereof with the assur-
ance that there has been sufficient "official action" under
Section 103 (b) of the Internal Revenue Code of 1954 , as amended,
to allow for the issuance of long term industrial. revenue bonds
to finance the entire cost of the Project upon agreement being
reached as to the ultimate details of the Project. Said Agree-
ments are hereby approved, and the President and Secretary of the
Authority are hereby authorized and directed to execute said
Agreements . Upon execution of the Preliminary Agreement by tMe
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 lease or
other 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.
4. The revenue bonds and inte�est thereon shall not
constitute an indebtedness of the Authority or the Citv of
Saint Paul within the meaning of any constitutional or statu-
tory 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 nowers 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.
� 5. In order to facilitate completion of the revenue
bond financing herein contemplated, the City Council is hereby
requested to consent, pursuant to Laws of Pdinnesota, 1976 ,
Chapter 234, to the issuance of the revenue bonds herein con-
templated and any additional bonds which the Authority may
from time to time deem necessary to complete the Project or to
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refund such revenue bonds; and for such purpose 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.
Adopted September 6, 1977.
Atte s t
President
The Port Authority of the City
of Saint Paul
Secretary
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PRELIMINARY AGP.EEMENT
THIS AGREEMENT, made and entered into as of this
� day of , 1977, by and between the PORT
AUTHORITY OF THE CITY OF SAINT PAUL, a public corporation organ-
ized 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 Au-
thority" , and ASTROCOFZ CORPORATION, a corporation organized under
the laws of Minnesota, hereinafter called "Company" ;
WITNESSETH:
WHEREAS:
A. The Companv and Port Authority intend that
an office and manufacturing facility be
constructed on premises described in Exhibit
A attached hereto and incorporated herein by
reference, said facility and premises being
hereinafter called "Project";
B. The parties hereto intend, subject to th�
• terms, covenants and conditions herein con-
tained, to enter into a lease (hereinafter
called "Lease") of the Project in the form
and tenor customary i,rith respect to indus-
*
trial revenue bond financing in the State of
. Minnesota and to finance the acquisition, in-
. stallation and construetion of the Project
through the issuance by the Port Authority af
Industrial Development Revenue Bonds (here-
inafter called Bonds) pursuant to Minnesota
Statutes, Chapters 458 and 474.
NOW THEREFORE, in consideration of the mutual covenants
herein contained, it is hereby agreed. by and between the narties
hereto as follows:
1. The Company and the Port Authority agree to nego-
tiate the Lease in a form and tenor customary with respect to
industrial revenue bond financing in the State of Minnesota,
including �aithout limitation the provision for the following:
(a) The Lease term shall commence on the nominal
date of the Bonds and sha21 extend through the final
maturity date of the Bonds . �
(b) The Company shall agree under the Lease to
make monthly payments in the amounts and at such times
as are set out in said negotiated Lease, 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 shall inure to the
benefit of the Port Authority.
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(d) The Company shall have the option to purchase .
� tYie Project at an amount required to discl3arge the
• Bonds, incl.uding payment of Paying Agent and Escrow
Agent fees and any other liabilities accrued under
the Lease; plus such additional amount determined in
the Lease to be required to reimburse the Port Au-
thority for its equity in the Project.
(e) The Company shaZl be entitled to credit
against its last installments of palrments due during
the terzn ot the Lease the principal amount of any
surplus construction funds transferred to the Bond Fund
and any Reserve established out of bond proceeds.
(f) The Comnany shall agree to cause the Pro-
ject to be maintained in good worl�ing order and free
of liens to the extent provided in the Lease.
(g) The Company shall agree to procure on or
before termination of the construction period and
maintain in its name and in the name of the Port
Authority, liability and property insurance with
respect to the Project in amounts and against risks
customary with respect to such properties.
(h) The Company agrees that prior to the
commencement of the construction of any part of the
Project, the Company will cause to be filed with the
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Port Authority and approved by its duly authorized
agent the Plans � and Specifications for the entire Pro-
ject certified by an engineer registered in the State
of Minnesota and that with resvect to at least that
' part of the Project the Comz�any then wishes to �
undertake the� Company will first cause to be fi3.ed
with the Port Authority and approved by its duly
designated agent, (i) all payment and performance
bonds far the work to be undertaY.en, (ii} all con-
- structian contracts, including any installation
contract, (iii) such builders risk, installation
floater, and liability insurance as will fu11y
protect the Company, contractor and Port Authority
(who shall be named as an additional insured) 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 constructionr
acquisition and installation of the Project, and (iv)
waivers from the general contractor and all subcon- �
tractors and suppliers of all rights against the
� Port Authority for damages to property except such
rights as they may have to proceeds of such insurance.
All construction contracts entered into for construc-
ting the Project described herein shall include
provisions that the wages paid to skilled and
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unskilled labor shall not be less than the prevailing
� wage rates currently in effect in the City of Saint
. Paul. .
. (i) The Company shall agree to pay aIl taxes,
assessments, and other governmental charges that are
or may become due with respect to the Project.
2. Prior to the commencement of construction of the
Project, the Port Authority and the Company shall complete and
enter into a Project Agreement in substantially the form on
file in the office of tre Port Authority or into the negotiated �
Lease which may substantialZy incorporate by reference Articles l �
and 2 of such Project Agreement.
3. Simultaneously with the execution of this Prel.imi-
nary Agreement, the Port Authority and the Co�r�pany shall execute an
underwriting agreement (the "Underwriting Agreement") with Tiiller &
Schroeder Municipa�.s, Inc. (the "Underwriters") committing the
Underwriters to the terms of the Bonds. Upon negotiation of the
details of said Lease, the Port Authority shall thereafter .issue
said Bonds in accordance with the terms and condi.tions set forth
in the Underwriting Agreement and the Lease; provided that:
(a) The sale and issuance af the Bonds to be
issued by the Port Authority sha11 be subject to
adoption by the Port Authority of a formal bond resol.u-
tion providing for the issuance of the Bonds.
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IN WITNESS WHEREOF, the parties hereto have caused _�
these presents to be executed as of the day and year first
above written.
In the Presence of: PORT AUTH�RITY OF THE CITY
OF SAINT PAUL
By
Its
BY
I ts
(Corporate Seal) �
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In the Presence of: ASTROCOi� CORPORATIOPJ
By
I ts
By
I ts
(Corporate Seal)
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EXHIBIT A
� LEGAL DESCRIPTIOiJ OF PROJECT PR�Zi2SES '
The following described property located in Ramsey
County, Minnesota: •
All or any part or tnz follo��ring property: Lots 1 thru 12, incTusive, .
. 8t ock 153, Lot 8, B1 oci: 8, Lots 1 thru o, i ncl usi ve, 81 ock 9, tots I thru .
10, inclusiv�, Btoc< 160, Block 193, a11 in Robertson's Addition to t�l�st
St. Paul and of Lots 3, 4, 5, 7, 8, 9; 10 and iI , Btock 193, Lot 11 , .
� BIock 1So, Lots i, 2 and 3, 81ock 197, all in Irvin�`s Addi�ion ta i�fe�i .
� St. Paul and a11 or any part of Walter Street, Chicago Av�nu�, Ch3nnel .
Stre�t, Bid�tsll S�rzet, Indiana Avenue, Dani21 Stre�t, 8zllows S�reet,
th� public �•�aI!c in said Blac�c 9; and th� a11zy in said 8lock t53, botn in . .
Robertson`s Ad�ition and all being vacated, that is encor�o3s��d by a lin� .
d�scribed as Tolio�,�s: 6eginning at th� South�{�zst corn�r of Lot 5 oT 8loctc
160 or said R�b�rtson's Addition to '�f�st St. Paul ; thene� �jor�h 89°38'30"
- t�est, (assunzd bzaring) along fii�� South lin� of Gots 6, 7, 8, 3 and 10 of .
said 61ock 100, for 252.80 feet to i,�e East lin� Q� said B�llo:,rs Stre�t;
tf�?nce da� Sou�h along the East linz, for 103.38 7�e�; tnenc� S�a�h 48°30'
61est ;or 41 .1 S feet; tF�ence North 51°��`15" 6J�st for l 1.68 fe2t to t�t� center-
line o� said 8�llo:•fs Stre?t; tnQnce due Sou�h, a1o�g said cen��r2in�, for
15.35 �z�t; thenc� Sou�h 48°30' 4•lzs� for 10.02 iezt; therrce Souz� 37°56`
tiest ior 32.77 �ze�; tnenc? Pt�rth 5l°�'.4'15" lyest �or 230.64 �ez�, to tn�.
SoutS�astzrly 1in� oi Cnio S�reet as no��r op�n2d; thence ��ortn 39°29'30"
East alo;�g said Soutr�asterly lin�, ior o0.3� f2e�; t��nc� P;�rtnerly ort a .
tangential curve concave to �hz florthwest having a radius o� 3�7 f2et, an
int�r�ection ar►gle of 40°03`30" for a� arc distance a� 249.00 ;ee�; thence
Nor�h�asterly on a revzrse curvp c�ncave to th� Sautnzast havzng a rad�us .
o� 42.9? f��t, an in�ersection angle of 9�° for an arc distance o�F 67.�`e�
fee� to i.h� Soati�erly 1 i ne of P1 ato Boul evard, as op�n�d; tnence Alortn
� 89°2b' E�st, tangent to said curvz aiong said Sou�;��wly 1in�, for 96.22 �
' feet; tn2nce Easterly on a tiangeniial curve, cor�ca��� to t}�z i;or�.h having -
a radius- of 531 .0 feet, an inters�ction angle of 29°51 '3J" ;or an arc
distance or 3J2.77 fez� �o a point on tfte Southeasi lin� oj Indiana �Avenue;
th�nc2•t•lorth 54'3a'3J" �ast tangent to said cur>>� al�n� th� said South-
easterly line o� In�iana Avenue and no��r being �hz Soutneas�erl� line of
Pl a�0 8�u1�vard, -"or 410.23 feet; thence East2rly on a tang��ti a1 curva -
conca��2 e.o tne Soutn ��aving a radius of 471 .00 ►��t, an int�rs�c4ion angZ�
of 7°19'05" �er an arc di siance oT 60.1�a fe�t to tile tdor�h�asterly l i n° of
sai d l�i�l ter Strze�t; th�nce So!�th 30°19'30" East al�ng sai d P;ortheasierly
line and i�s e;t�nsion, fo•r 475.45 fezt; tt;ence Sou-�h 53°55'05" l�fest for
89.24 f�2t; th�nce Soutn 79°23'28" !•��st for 2Q?.87 -��et; �th2:�ce South
55°52'52" ►•��st for 133.51 fezt; tnzncP Sou�n 79°03'18° ��;?s� i ar 1 J2.95
fez�, to t�� Soutn�•res� corn°~ o� Lot 2 0► Bloc: IoJ o► said Roberz5an's
A-1
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Ad�i tion; zhencP rlor�ch 89°38'30" l+�s�, along tne ��or�� 1 i n� oT sai c�
. Prospeci Boule��ard, f�r 151 .68 fe?t ta the pai►�t of bLginning. Subj�ct
� 'to an eas2mznt on any part of Loz 3, BToc:: 7 and Lots 1 thru 6, incltasi��,
B1 ock 9, Lots 1 tnru 5, i ncl usi ve, Bl oc�c 100, e i va�ai2d (3i d;�el1 Street
and or the vaca�ed publ i c toal� i n H1 ock b, a71 i n P.o�e rtson's �cddi ti on _
to. l-test St. Paut thaz -is enconpassed by a line dzscribed as fol]ows:
� 8eginning at tne Sou�hwest corner of Lot 5 of Slock 100 of sais! Rab�rtson's
. Addition, th�nce North 79°01 `�3" East ior 2Q5.56 �ze�, thznce liorth • : ,
55°52`52" East for 183.57 fe�t, th�nce P;arth 79°23'28" East for 205.04
fe��, thence idorth 63'�6'Oo" East for 82.93 fzet, thpnce South 30°]9' 30" -
Eas` for 30.03. feet, �hence Sou�h 63°55`06" 1lest for 29.24 f2��y t��nce South
79°23'23" 1�les�c �fo;� 202.87 fzet, thenc2 S�u�h 55°5?`�2" L�1pst fox �83.51
feet, thence Sou�h 79°09`18" ��t�st for 102.95 iz�t, thence P�or�h 89°3$`30"
t�lest for 1�l_68 feet to.the poi nt oz beg�nni ng.
A1so . � �. � -
� T�e i�ort�?as�erl y 10.44 fz�t of zhe Sout:��asi�rl y ��.75 fee� v� Lo�� 10,
. Bl oc!c 195 of Irvi n?`s Addi ti on to 'r;zs� St. Paul . �
�+1 so � .
All t�at part of Lot 12, Block l90 of Irvine's Addition '�0 4�lest St. Paut �
tn�t is enco�pass�d by a line d�scri+��.� as rollo��ls: �pginning �t �n�
Eas��rl;� c�rn�r o i sai d !o� 12; the�ce So��h 39°2�'0�" 'Ni�sz, (�ssuT��d
b�arir.g) along tne Soa�neas�er�y lin� of s�id Loi 12, for 49.�'b fa�� mar�
o•r 12ss t� t,�� Soufiherly cor��r o� Lo L 12; tn�nc� i��r�h 51°4�r'I�" 1�1°st,
alo�g �h° So:�it��Nesterly 1 i n� o i Lo� l 2, for 4^,73 fe�t; thence �lor�heaster?y.
fo� an arc d1St3!1C° OT 50.0� f2zt atong a non-tanc�enTial curve cancave to
t5e ijortn:•�est, ha�ring a radius o� 357.0 i�et, a central anglz o� 03°OI '58"
and th� cn�rd of said curve b�ars ��ortn 3�'27'53" �as� to a pa�n4 on th2
hor�hzastz�ly lin� of Lot I2; thence South 51°4�'75" �ast, along the
��ort�easT�•rly line o� Lot 12, for 48.22 �z2� to �he point af beginning.
Except tha4 pari thereof lying ��Iorthe�sterly of a linz tt�at is 7.55 ie��
S�uth:�estzrly o� an oarallel to tne czrtter li�� O'� S�1CI 61€I��zll S�reet as
p7at�ed .adjac�nt to Block 163 of said r2�b�rtson's Additio�t and �he South-
eastnrl;/ extension o; said lin°.
And exce�i. �hat part �hereof 1;/i:�g 41�ste'r1;/ of a Iin? dzscri�z� as follows:
Co�nm�nci ng at �he Sou.nti�rzst corn�r o� Lo� 10, 6?och 150 0�� sai d Ro�aertson`s
Addition, th�nce South 29°3�`30" East, along �n� So�:�'r► 1in? oi E.ot 10 for
21.2� �eet, thence i�orth 0°34' 41�st �o. 293.30 ;ze�, rr�re or 1 ess, to the
bour:ur;� o` tn� abovz tract and tn�r? t�rnin:�i�g.
f�,nd su�j�ct to an ease�ent as follo:•%s:
A-2
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Y
A 19 foot easement across part of tF? Soutnerly port�on of said tract, ty�� '
-• fdor�herly I i nz of s•�ni cit i s descri b�d as fol 1 o►•is: C�r��nci r.g at the South-
_ � t�est corn2r oT Lot 10, Block 160 or Rob�rtson's Addition, tn�nce South -
89°33`3��` Ea�t, aiong tn� Soatn li►�e of Lo� ld, for 21 .24 f�e�, th�nce '
. '��ortn 0°3�' :�.�sti �or 19.0 fez� to t5e point oT b�ginning of th� linz to be . _
� describ�d, tnence S�ut� 39°33`3�" East for 223.38 f�et, th�nce tl�rtn �
� 69°09'0�" Eas� ior 290.19 rzzt t� tf:e hortnzas 4er1y 1 i ne of said trac� att� . �
' th�re terninating. C�ntains 157,�00 Sq. �t. n�r� or Iess_ . - ' - ,
. A-3
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�NORTHWESTERN FINANCIAL CENTER, 7900 XERXES AVENUE S�UTH, MINNEAPOLIS, MINNESOTA 55431
� ����J���
�
BRANCM OFFICES: f'�
�� 1 � � r�( .. la Jo11s.CalNmnfa 92037 '
MmneaOOlis.Minnesota 55302 0 ��/ 7911 Hersc�N Avenue,Suite 610
1001 Northweftem Bank Builtling � j ��� (714)454•'1183
Ch�cago,Iilinois�6060a ^������� � New York,New York 10005
209 Sou�h La Saue S:reet.Suits 709 a• • Sixly Wall Towe�
(3121 3a6-94a6 . v . (212)425-1983
MUNICIPALS,INC.
' TEL: 61 2-831-'I 500
September 6 , 1977
Honorable Board of Commissioners
Port Authority of the C�ty of
Sa�nt Paul
1130 Minnesota Building �
Saint Paul, Minnesota 55101
and
Astrocom Corporation
15012 Minnetonka Industrial Road
Minnetonka, Minnesota 55343
Ladies and Gentlemen:
You have advised us that it has been proposed that the Port
Authority of the City of Saint Paul (the "Issuer" ) issue its .
Industrial Development Revenue Bonds (the "Bonds") under the
p�ovisions of Chapters 458 and 474 Minnesota Revised Statutes
and Bond Resolution No. 876 of the Port Authority of the
City of Saint Paul to finance a project to be leased by the
Issuer to Astrocom Corporation (the "Company") . On the
basis of information furnished us to date with respect to
the project to be financed by the issuance of the Bonds, and
upon the terms and conditions as generally set forth in this
letter and more specifically described in the Addendum
attached hereto and fully made a part hereof by reference
thereto, we hereby agree to purchase approximately $795, 000
principal amount of the Bonds on the following basis:
A. The Bonds shall bear a date of September 1, 1977,
and shall mature approximately 30 years from and after
the date thereof, with amortization of the Bonds to be
provided for on a level basis whereby the sum of prin-
cipal and interest payments due in each year is essentially
constant over the term of the Bonds. The Bonds shall
mature in the years beginning September 1, 1979, thraugh
September 1, 2007. The first interest coupon shall be
payable March 1, 1978 .
�
n �
� iller �i
chroeder ���c����
Port Authority of the City � �' �
of Saint Paul
Astrocom Corporation
September 6 , 1977 �
Page Two
B. The Bonds shall be subject to redemption and pre-
payment in whole or in part in inverse order of their
serial numbers at the option of the Issuer at a callable
price of 1020 of par value at any time on or after
September 1, 1987; at 101% of par value at any time on
or after September 1, 1992; and at 1000 of par value at -
any time on or after September 1, 1997.
C. The interest rates with respect to the Bonds shall
be determined in the manner as specificall.y provided
and set forth in paragraph 2 of the attached Addendum.
D. The proceeds of sale of the Bonds shall be allo- �
cated approximately as follows:
Construction $ 661,884
Bond reserve (estimated) 63,750
Interest (6 months) (estimated) 21,541
Bond issuance expense (estimated) 20,000
Underwriting (96. 5) 27, 825
Total $ 795,000
E. We will pay $767, 175 for the Bonds upon their
delivery to us, together with accrued interest to a now
anticipated Closing Date of October 20, 1977, all as
more specifically provided and set forth in paragraph 3
of the attached Addendum.
F. Notwithstanding anything herein contained to the
contrary, all of the terms, covenants and conditions of
the .Addendum attached hereto and made a part hereof
shall be fully applicable to the issuance of the Bonds
as if such terms, covenants and conditions were fully
set forth herein, and to the extent of any conflict
between the terms, covenants and conditions of said
Addendum and the general description of the transaction
as contained in this letter, the provisions of said
Addendum shall be controlling and binding upon all
parties hereto.
Y � a
i 11 e r & ��g'���
chroeder
Port Authority of the City �
of Saint Paul
September 6, 1977
Page Three �
If the foregoing proposal is acceptable to both of you,
. please indicate by endorsing a copy hereof, with the copy so
endorsed to be returned to us. Until and unless accepted by
both of you, this proposal may be withdrawn by us at any
time by a telegram addressed to both of you. If this
proposal is accepted but for any reason Bonds are not issued
and delivered as herein contemplated, the Issuer sha11 be
reimbursed by the Company for all expenses theretofore
incurred by the Issuer in connection with the proposed
project. .
Very truly yours,
MILLER & SCHROEDER MUNICIPALS, INC.
By v� ,it„�-���i����
Accepted by the Port Authority of the City of Saint Paul
this day of September, 1977. �
By �
And
Accepted by Astrocom Corporation this day of
September, 1977.
By
Its
Attest:
. ,
������
ADDENDUM
THIS ADDENDUM shall be and is hereby made a part of
that certain letter dated the 6th day of September, 1977 ,
addressed by Miller & Schroeder Municipals, Inc. (the
"Underwriter") to Port Authority of the City of Saint Paul
(the ��ISSU2Z'��) and Astrocom Corporation (the °Company°� � dII4'7
relates to the proposed issuance and purchase of approximately
$795, 000 Industrial Development Revenue Bonds (the "Bonds"}
to be issued by the Issuer to finance a project (the "Project")
to be leased to the Company.
1. The Company agrees to fully comply with and assume
all expenses incurred in fully complying with all reguZatory _
requirements imposed by the Securities Division of the
MinnesQta Department of Commerce or such other regulatory .
authority as may have jurisdiction herein, including, but
not limited to, all expenses incurred and required in the
preparation and filing of such interim and annual financial
information and reports as may be required ta maintain the
registration of the Bonds, copies of all of which the
Company agrees to promptly furnish to the IInderwriter at
such time as the same may be filed in the Office of the
Securities Division of the Minnesota Department of Commerce.
2. All Bonds are to bear interest payable semi-
annually at the rate of 6-1/4 percent per annum. Not�aith-
standing the final rate or rates of interest to be borne by
the Bonds, the Underwriter reserves the right to reoffer the
Bonds to the public at prices other than the par value
thereof, including a premium over par or a discount belo��
par, as the Underwriter, in its sole judgment and discretion,
may deem necessary. The Underwriter acknowledges that the
officers of the Port Authority who executed the letter dated
September 6, 1977, to which this Addendum relates, have been
duly authorized by the Port Authority to accept this offer
on behalf of the Port Authority and that such acceptance
shall bind the Underwriter to the offer but shall be subject
to adoption of a formal supplemental bond resolution in
substantiaTly the form now on file in the office of the Port
Authority on or before September 20, 1977.
3. The Under�oriter will pay for the Bonds upon their
delivery to it if the Bonds are delivered on or before the
proposed Closing Date as specified in the letter to which
this Addendum is attached and made a part thereof by reference
thereto. The Bonds are to be accompanied by the unqualified
approving opinion of Briggs and Morgan, Professional Association,
whose opinion shall state in substance that the Bonds are
valid and binding special obligations of the Issuer under
the Lease payable from revenues pledged to the Common
Revenue Bond Fund and stating that interest payable on the
: � ��9'��J
Bonds in the hands of a per.son not a user of the Project is
on the date of their issuance exempt from Federal income
taxes under then existing laws, regulations, decisions and
rulings. You agree to cooperate in obtaining this o�inion
and. will also furnish an opinion of your counsel as to your
authority to enter into this transaction. Further, if
requested by the Issuer or the Underwriter, you agree to
furnish an opinion of your counsel as to the title to the
Project.
4. You agree to cooperate with us, Bond counsel,
counsel for the Underwriter and such others as may be appro-
priate in the preparation of documents and proceedings
reasonably necessary to the completion of this transaction,
and the Company shall make available to the Underwriter such
information and documents with respect to its financial
affairs and operations as requested.
5. Before delivery of the Bonds to the Underwriter,
appropriate officers of the Issuer shall have reviewed the
Official Statement prepared to offer the Bonds for sale so
that they will be prepared upon delivery of the Bonds to the
Underwriter to certify that the information furnished by
them contained therein as of the date thereof "is true and
correct and does not contain any untrue statement or misleading
statement of a material fact nor omit to state any material
fact required to be stated therein or necessary to make the
statements therein not misleading, and authorizing use of
the Official Statement by the Underwriter.
6. Between the date hereof and the date of delivery
of the Bonds to the Underwriter, there shall not have been
any material adverse change in the business, properties,
financial position or results of operation of the Company,
nor shall there be pending or threatened on such date any
legal proceedings to which the Issuer or the Company is a
party and which will have a material adverse effect on the
transactions contemplated by the Lease and resolution,
except any such action of which we shall have been advised
prior to the date hereof.
7. The Company agrees to indemnify and hold the
Underwriter harmless from and against any and all claims,
demands, actions, causes of action, damages, Iiabilities and
judgments (including attorneys ' fees and expenses) arising
from or in any way connected with any statement or information
contained in the Official Statement concerning or related to
the Company, the Project and/or the use of Bond proceeds.
-2-
` _ � ��$ t . � ,F_�t a r : ',�r t r �G4 -- �. � �tP'rr,� � ���ex�� ���M.��01� :IZ/197�5 � ',`
,t ; � �. �` , � 76
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�t, .'; EXPLANATION OF ADMINISTRATIVE ORDERS, , . - �
,:� _
_ ,;;. RESOLUTIONS, AND ORDINA.�vCE5 �`
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Date: September 6;: 1977 % `� 4 �' _
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Tt pd�>,y� � , f�ReL�{�u��� '� , . . � -� r V i� , � .t d .r �i �,,+*�Vi�. i .� aFs
TO: MAYOR OR6E LATIMER � `' ' ' s : �+�� p�F� ��;� �'`
4 }�. � � 4�{.-
F ,t �1 ,�' it l �{ Y ":r.i 1,(�� ta :�9� >)�..
t� bAH -��ll _',.. �.: ,.� ' t� •' 1 r� t.,' t�, a } ti � N' ���r� is�'' � .
a} ! ., y t�� �f . -;� - _- ��` � � y>�,���1��f p � o n �. ��#.�`�. r��r
f i [ T r7'� r Y 31 "� i !n br'�,+4z *�a a ��ty�i>�
.FR E �A.� a t ��Paul Part Authori ty � � '��� � _� � � � � r,� x ,��
��i� ,�� .-� '� t �a1r� S� n� af e� '.,.y 4. �wc•;ia4 e
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� 1tE: � ASTROC EORPORATIflN ��� ���� „ r'x���iai C � : r��f�y� ��� '' �K �i� �� j� ��� Sd��
RIVER1f IEW. INDUSTR IAL�AREA WEST �'' � `°���r �` � ',' ��,; ' , ,;f x � i , �r>�a��`��`; �`
,, . , ^, ; t rr�?i.� at�i � `� �', �G�!ea � '� � -�. ��' �� t i�' ����'�r� <" .
`�, ;. ��LAND lEASE ANa;R�VENUE BOND FINANCING kNr �x , a.: a ��-�� � °$ ' , �'{ r` d;��,'�+��;` �����, ��,
�tE.., :f � a �,., �th�af` i. .� i� ,r :�,y fx ��� ��
r n , '' t1 a����;�'" i yx ', t �'F�i?� A�x�n srt ; f i �3 J .�t#.�ii'� ;i?�et''` + `��`S '�C`�<�.
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ACTION REQUESTEDz ' y"�' `, � " "' #� �' � �
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� In accordarice with the Laws of Minnesota 1976, Chapter 234, it .is requested that the
'Czty Counct'C':��by Resolution, a draft copy of which is attached hereto, approve the 4 -�=-
� .issuance of'approximately $795,000 in revenue bonds for the construction of an
,
office-manufacturing and warehouse facility for ti�e company to be located in Riverview
.,.Industria'!�:area West. . : ,� , ,_, . ��,.
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#�Wt! i � - a 1� � t " n e t ., { ,� y[.� t $z �
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f. �a h � X-S��,t a F ,�{e r a i ( w �'> � �e i� a�7 �� y�S .� :
} ,S , �� ui,,,,Y, f � ! iWa'�:y� } bir.t �Y� ..' ��1�� f r1��t�t ti x
y '.�.1 *a . i -i A'�d� < �y�udc'�fA�' r t t3Y�',t +!' !i, .�t �.v r r-.:
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Z. , 4 �f _� 1;. 1x.•;Y�N � � ��X��'S �� f X 'S�l � i a r�y � ;�A �' �� r'k!y ,°� '�' .� r7'� b��_.
PURPOSE AND��RATIONALE FOR THIS ACTION: �"'{;"�` � . j � ' .,...p; ., ' ��1,,, ,:_ .
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�:The purpose''of�the bond issue ts to finance the construction of a new office-manufacturing `
�'"and warehouse facility. TF�e new building wi-li allow Astrocom to relocate their total
��;operations:from the city af Minnetonka to St...PauT in _early 1978. . It will upgrade the
�area and proytdE new �ob opportunities for St Paul resldents ` , � � , , �: '-
_ �%r��. +^ i ; ° : ' t ,i `''. �.yti�",.!��.; r �',.
. . ,xz����1 5 3 , y! .i�i �� ( f{lU.Y� Y-.�r�,,y t �.�.
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ATTACH�IENTS: . : � . . : ; .�,. , . , :
StaFf Memorandum . � ��
Draft City Cauncil Resolution �'� '
Port Authority Resolution No. 1247 ;,� ��`
Pre1 im'inary Agreement �'
Underwriting Agreement � �`
. . . . . . . A�� !i
. . � , ' � � . . . . . . . . . . . . � j'`R_ S
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