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98-897�� `O � � � �� f1 � Councii File # l6 � �� _ _ {_a G � e'VV�� Green Sheet # S RESOLUTION CITY OF SAINT PAUL, MINNESOTA Presented By Referred To Committee: Date 1 2 3 AUTHORIZING SUPPLEMENT NO. 0040-003 TO A LEASE-PURCHASE MASTER AGREEMENT FOR IMPROVEMENTS TO THE CITY HALL ANNEX 4 WHEREAS, the City of Saint Paul, Minnesota (the 5 ��City"), has solicited proposals for the tax-exempt lease- 6 purchase financing of improvements to the City Hall Annex 8 9 10 11 12 13 (including renovation of floors 6 through 14 with new restrooms, expanded HVAC systems, and new electrical and fire suppression systems; tenant improvements on floors 6 through 14; work stations and new fire suppression systems on floors 1 through 3; and new fire suppression systems on floors 4, 5 and 15; collectively, the "Project'�) Inc., has proposed the most , and Norwest Investment Services, favorable terms; and � 14 WHEREAS, a Governmental Lease-Purchase Master Agreement 15 (the "Lease-Purchase Agreement") by and between Norwest 16 Investment Services, Inc., as lessor (the "Lessor��), and the City 17 as lessee has previously been executed and is dated July 30, 18 1998; and 19 WHEREAS, the Lease-PUrchase Agreement is a master 20 agreement and terms relating to financing the Project are set 21 forth on Supplement No. 0040-003 to the Lease-Purchase Agreement 22 and the supplement's Exhibit A; and the Lease-Purchase Agreement 23 as effectuated for the Project by Supplement No. 0040-003 and its 24 Exhibit A is hereinafter referred to as the '�Supplement"; and sassiz.z 1 q�-P9'7 1 WHEREAS, in entering into the Supplement 2 exercising powers under its home rule charter and 3 by Minnesota Statutes, Section 465.71; and 4 5 6 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 the City is powers granted WHEREAS, the Supplement is subject to annual non- appropriation, and the City has the right to terminate the Supplement at the end of any fiscal year during its term as provided in the Lease-Purchase Agreement: NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint Paul, Minnesota, as follows: 1. Subplement. The Supplement is hereby approved in substantially the form submitted, with such deletions, completions and changes therein as are necessary and appropriate and approved by Bond Counsel. The Mayor and Director, Office of Financial Services, are hereby authorized and directed to execute the Supplement and such other documents as are contemplated thereby or necessary in connection therewith, including an Escrow Agreement. 2. Purpose. The Supplement shall provide funds for the acquisition and installation of the Project. Though much of the Project will be incorporated into the City Hall Annex building, the City and Lessor shall treat all the property provided pursuant to the Supplement as personalty, referred to as "equipment". 3. Prenayment; Purchase. The Supplement shall subject to prepayment at the option of the City. At the expiration of the Supplement after its full term, the City have the option to purchase the Project for $1.00. be shall 28 4. Registration: Transfer. The Treasurer of the City 29 is hereby appointed the registrar with respect to the Supplement. 30 The City will cause to be kept a register in which the registrar 31 shall provide for the registration of the Supplement and the 32 registration of transfers of the Supplement. 33 The Supplement shall be registered in the name of the 34 payee on the books of the registrar initially and when notice of 35 any transfer or assignment is received. The City and registrar 36 may treat the registered owner of the Supplement as the person 37 exclusively entitled to exercise all the rights and powers of the 38 owner. 39 The registrar may require payment of a sum sufficient 40 to cover any tax or other governmental charge payable in 41 connection with the transfer of Che Supplement. 42 5. Treatment of Reaistered Owner. The City and 43 registrar may treat the person in whose name the Supplement is 985522.2 2 3 4 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 ��,��.�-,o,� �� a �,�a� registered as the owner of the Supplement for the purpose of receiving payments thereon and for all other purposes whatsoever, and neither the City nor the registrar shall be affected by notice to the contrary. 6. No Funds; Asbitracre. Until expended on the Project, the proceeds of the Supplement shall be held by the City. Payments on the Supplement shall be made from annual appropriations, and moneys to make such payment sha11 not be segregated in any special fund. No portion of the proceeds of the Supplement shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Supplement is entered into, and (2) in addition to the above in an amount not greater than $100,000. To this effect, any proceeds of the Supplement and any sums from time to time held in any City account which will be used to make payments on the Supplement in excess of amounts which under then- applicable federal arbitrage regulations may be invested without regard as to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments after taking into account any applicable "temporary periods" or "minor portion" made available under the federal arbitrage regulations. In addition, the proceeds of the Supplement and moneys used to make payments on the Supplement sha11 not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Supplement to be ��federally guaranteed° within the meaning of Section 149(b) of the federal Internal Revenue Code of 1986, as amenc3ed (the ��Code��). 7. No General Obligation Pledge; Initial Appropriation. The Supplement is not a general obligation of the City but rather is payable from amounts to be annually appropriated, and the full faith, credit and taxing powers of the City shall not be and are not pledged. Payments on the Supplement are due semiannually in arrears over its twenty-year term. I3o payments are due on the Supplement in 1998, but the City hereby makes an initial appropriation for the portion of the Rent (as such term is defined in the Lease-Purchase Agreement) accruing through December 31, 1998. 43 8. Records and Certificates The officers of the 44 City are hereby authorized and directed to prepare and furnish to 45 the Lessor, and to the attorneys approving the legality of the 46 Supplement, certified copies of all proceedings and records of 47 the City relating to the Supplement and to the financial 985522.2 q�•d'9? 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Supplement as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, cerCificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 9. Negative Covenants as to Use of Proceeds and Project. The City hereby covenants not to use the proceeds of the Supplement or to use the Project, or to cause or permit them to be used, or to enter into any deferred payment arrangements for the cost of the Project, in suah a manner as to cause the Supplement to be a"private activity bond" within the meaning of Sections 103 and 141 through 150 of the Code. The City reasonably expects that no actions will be taken over the term of the Supplement that would cause it to be a private activity bond, and the avezage term of the Supplement is not longer than reasonably necessary for the governmental purpose of the Supplement. The City hereby covenants not to use the proceeds of the Supplement in such a manner as to cause the Supplement to be a"hedge bond" within the meaning of Section 149(g) of the Code. 23 10. Tax-Exemot Status of the Supplement; Rebate; 24 Elections. The City shall comply with requirements necessary 25 under the Code to establish and maintain the exclusion from gross 26 income under Section 103 of the Code of the interesC on the 27 Supplement, including without limitation requirements relating to 28 temporary periods for investments, limitations on amounts 29 invested at a yield greater than the yield on the Supplement, and 30 the rebate of excess investment earnings to the UniCed States. 31 If any elections are available now or hereafter with 32 respect to arbitrage or rebate matters relating to the 33 Supplement, the Mayor, Clerk, Treasurer and Director, Office of 34 Financial Services, or any of them, are hereby authorized and 35 directed to make such elections as they deem necessary, 36 appropriate or desirable in connection with the Supplement, and 37 al1 such elections shall be, and shall be deemed and treated as, 38 elections of the City. 39 11. No Desianation as Oualified Tax-Exempt Obliaation. 40 The Supplement, together with other obligations issued by the 41 City in 1998, exceeds in amount those which may be qualified as 42 "qualified tax-exempt obligations" within the meaning of Section 43 265(b)(3) of the Code, and hence is not designated for such 44 purpose. 45 12. Severabilitv. If any section, paragraph or 46 provision of this resolution shall be held to be invalid or 47 unenforceable for any reason, the invalidity or unenforceability sesszz.z 4 �r -�� 1 of such section, paragraph or provision shall not affect any of 2 the remaining provisions of this resolution. 3 13. Headinas. Headings in this resolution are 4 included for convenience of reference only and are not a part 5 hereof, and shall not limit or define the meaning of any 6 provision hereof. Requested by Department of: Office of � i�,ancial Services +arii�� . •... -.. Councii Adopted by Council: Date �� - � � ,�.� �� by Council Secretary �l��'.711 — •.. . I -. . - • ` By: sssszz.z 5 q�'�q of Rnancial Servkes TOTAL # OF SIGNATURE PAGES osmr�a iii 1 GREEN SHEET No 60036 u �^�� u �� UIY4TTOdFY (��?� ❑ ail'CLERR V ❑ iM11MCNLSERY10E80R. AMMCMLSERV/KCT6 �1111YOR�R 111II) �Tnmuy (CLIP ALL LOCAT ON FOR SIGNATiJRE) 1 ot the attached resdution authwizes the $3,000,000 financirg transactim with Norvvest Bank for renovation of Hall Mnez. The financing was previously approved by CF 98-803 which gave the O(fice M Financial Services the authority : all necessary ad"rons leading to the issuance of this lease. PLANNING CAMMISSION CIB CAMMITTEE CIVIL SERVICE CAMMISSION (WM, What, Has Mis person/firm ever xorked undx a contract for this departmeM'7 YES NO Has Mrs personfirm evef been a ciry employee? YES NO Dces Mis persoNfirm possess a skill rrot nomially possessed by any curteiR oity empbyee? YES NO Is this personfirtn a targeted vendoft YES NO ouncil previously approved financing For the renoration of the CRy Hall Annez The Office of Fnancial services negotiatetl W(ce of 5.71%wAn Norv�est eank � � � v: : is avaiYable to com�ele the re�rovation of the City Hafl Annac CASTJREVENUE BUDGEfED (GRCLE ON� i� APPROVED rrot be avdilable to complete the transaction OF SRANSACT{ON S s3.aoo.000 SOURCE INFORMqT10N (EXPWNJ � (' { i �iOUtSL'1� �ua°�F��' a^tn1aT YES NO ACSNfTY liUMBER � � qr-$ _ + -- NocwestInveshnent Senices,Ine. Northstar East Building, 9th Floor 608 Second Avenuc Soufli Minneappjis, MN 55479-0]46 SUPPLEMEN�' TO MASTEFt LEASE Namc and address of Lessee: Suppiemant �4044-(1 3 City of Saint Paui 15 West Kellogg Boulevard St. Paul, Minnesota 55102 'I'Ius is u Supplement m thc GovcmmentFil Lease-Purcl7ase Mastcc Ageement dated 7uky 3�, 1498, between Les�kor and Lossec (the "Master Lease"). Upon the execution and delivery by Lessor emd Lessee of tbis Supplement, Lessar horeby agreos to lease to Lessee, and Lessee hetcby agees to lease fram Lossor, the Pioperly descnbeA below upan the te�ms and couditions of this Supplemenc and fln= Masier � Lease• Rmovstiw afflaers 6lhrough 14 with naw rcdro�ne, axpandad fivAC eystcma, vcw i ckatricalrcidfsaauppressiaa. Imprwanenbontloora6-lncooef.af�gofpatnt.wat] ; wvetin9� onNets, ass�yoik, o�ces, doon, hnMwvfe� bipSfs&�. �dcst+iiam, eome ne� aazifcrcnm raom tabW utd chahs, and wmc nnv privnte effica ftttniNra N�' .rerkctatio��e aud Erc iupp�e,sion vystam¢ onfloow 1-3; and ncw fire suppressia8 ays�+�.a on IIOOts 0. 5 and 15, Dasic Rentul Paymetits Rent commencematt date Term in months flvm rrnt comtnencement 7A0 manths Reitial paytnettt penod {chcck ane} [j Monthty ❑ QnazterlY X Semi.annuatly [� Aunoally ❑ Other - see udditior,al pro�isions Tntecest 12ate i:f� Number Of Advwtce Paymrnts Payments , I 40 -0- First Payment Final Purchad� Dne Option Ptirk 4-1-49 $1.00 . T/I'd EL6'ON 1N3W1S3ANI 1S3M?JOtJ Wdc�:2t 866Z'0E�d35 q� •p97 Signature Page to Supptement to Mastet Lease , Dated October 14, I998 Lessce: City of Saint Paui; �1I'innesota By� Its: Mayor � Lessee: City of Sauat Paul; Minnesota $ Iis: IIirector, Of�"iCe o£Financial Services N and Approved as to fortn: A.ssistant City Attomey Lessor• Namest Iuvestment Services, Inc. By: Zts� Sanior Vice President � I Z u , biE'd ZL6'ON 1tJ3W153AM 153hta0N WtlES:TT 866i'0E'd35 qg •��7 Mnce Project City of Ssint Paul Casts FYmded Pagment Rate 40 Paymcnts Levtl P�ymcnt 53,000,000.00 5.'110% 2peryear SiZG,508.46 5.710%Rute FMr�.Q421G9 Comaeaccment Oa 14,19J8 Ctosin Date: Oct 14 1998 AfterPapmcnt Pmt ?otai Parnent Interest Principui Principai Due Payment Due Paya+Ent Due p,tn„ce 1 2 3 a 5 6 7 8 9 10 i2 12 13 14 15 16 17 18 19 za 21 22 23 Zd 25 2G 27 28 Z9 30 31 32 33 34 35 3G 37 3A 39 5126,508.46 SiZb,50S.46 SiZ6,5U8.46 Sf26,508.46 5126,SOS.46 3126,SU8.46 5326,50&46 5126,568.46 �135,S03.dfi 5126,5�&46 512b,508.0( 5126,5(18.46 $126,508.d6 SiZ6 $126,508.46 5125,SOY,.46 ' S]2b,508.46 S]Z6,50�.4fi $126,50&46 5126,508.4b $126,509.46 �126,50&46 5126�508.46 SIZ6,508.46 S]25,548.�5 $126,SIf�.db S126,508.46 $12G,S08.4fi Ti126,548.4b 5126,508.46 S12G,S08.46 5126,508.46 5126,508,46 5126,Sd$.46 �126,508.45 512b,508.46 $126,548.46 �126,5U8.46 5126,508.4b 574�464.19 SS�t,3Ub.89 $83�202.03 581,862.78 580,588.14 579,277.12 $71,928.66 a76,541.71 $75,115.Sb S73,6�l7.88 572,135.�1 $70,586.46 , 568,989.58 !, 567,347.73 $65�658.69 563,921.43 562,134.57 560,295.69 $58�406.35 556,4(s2.03 554,4G2.21 $52,405.29 550,289.61 �d$�113.59 $45,875.42 $43,573.35 Sd1,245.55 S38�770.15 S3G,265.22 333,688.78 S31,038.78 $Z8,313.LZ 525,5Q9.G1 SZ2,b2S.72 S19,bb0.28 516,6U4.�7 $13,472.ib 510�244.97 55,425.65 547,Q44.Z4 542,24i.57 $13,406.43 S44,6d5.b8 S45,920.31 SM17,Z31.34 548,579.99 $49,966.�5 551,393.30 S52 $$4,354,75 555,92Z.00 557,518.58 � S59,16a.73 I �60,849.79 56Z,38?.03 $64,373.89 556,211.75 SG8,lOZ.11 $9Q,fl46.43 $72,046.25 574,1D3.1? 576,218.82 S7S,394.8b S81l,533.0� 582,935.11 585,30Z.91 $87,738.31 �90,233.2d �92,819.68 1595,469.68 S98 5104,?98.82 SiO3,S82.33 5105,Sd8.18 $2Q4,S��.G9 5113,Q36.30 5116,263.45 5114,582.81 S3�OOO,OOd.00 52,95Z,955,71 g�,910,754.14 S2,867,34�.�I 52,822,70203 52,776,7$1.72 52�724,550.38 52,680,970.58 52,631,003.83 �2 52,526 S2,A72,3BO.21 i 52,416,458.21 52,358,939.64 52�299,T78.91 � 52,238,429,14 $2�176,342.11 52,111,968.22 52,0�5,75fi.45 51,977,654.34 �],907,6fl795 $1�835,SG1,66 51,761,458.49 51,685,239.67 S2,6UG�844.81 51�5�5,211.77 Si�493,276.65 31,357,473.75 51,270,235.44 51�119,992.Z1 51�089,172.53 5991,7UZ_&4 5893,507.50 5792�SD&69 SS$8,62b.35 SSSI,778.18 Sd71,879.49 5338,843.19 i24Z,579.70 5122,996.4Q G:iLEA.SEISCHEDIIL�\[stpautandex�sj�ase E�clribit A 12.03 y�s AfierPaymcnt I PaymentA�e Termination naie S3,p27,788_66 52,483,030.49 32,937,063.86 52,889,SSb.13 $2,8di,373.79 $2�791,582.42 52,74Q,416.69 $2,697�930.29 S2,G33,995.95 T2,578,605.38 52,521.719_27 '' 52,463,297.ZS �' $2,403,297.80 �2,34I,U78.39 32,Z78,395.25 $2�213�403.46 52,14G,656.90 52,078,1Q8,17 S2,007,7Q$.64 $9,935,43�.31 51,861,155.88 S1,78A,898.63 51,706,582.44 5],62G,151.71 51,543�549.35 $1,45&,716,7Z 51,371,593.51 S1,Z8Z,lis.18 5�,190,226.7Z 51,045,854.59 5998,934.20 5899,396.97 S797,172.23 5692,187.4Z 5584,3b&03 S473,637.51 3359,917.Z6 S243,iZG.57 5123,182.53 7ct 14,1998 Apr x,19�9 Oct 1,19b9 Apr2,20bQ �ct 1 20tf0 Apr 1, 20b1 Oa 1, 2001 Apr l, 2o�p2 Oct i; 2ob2 Apr 1, 20'03 Oct 1, 2003 Apr 1, 7A04 OM 1. 2U,04 ,Aprl,zq05 a�e i, zoos Apr l, 2006 Occ 1� 2Q06 Apr 1, 2({07 Oct i, 2UQ7 Apr 2, z008 Ott 1, 2t�08 Apr1,2d09 Oct 1, 2d49 Apr 1, 2�10 Oct1,2,10 ppr 1, Zdll Ost 2� 2l�11 �r i, xd�z Oct I, 2�12� Apr i, ?A]3 Oct 1� 2013 apr i, zbza Oet 1, 2d1A Apr 1, 2fJ15 Oct 1, 2015 Apr l, 2016 4ct 1, 2fl15 Apr 1�2d17 o�c i, z617 Apr 1, Z418 Ott 1, 2618 9/3Ql98 10:31 AM iYOmesf Investment Serv�ces, �c 7iC'd 2L6'ON 1N3W153.+\NI 1S3MbON Wti�S:Ti 866I'0E'd35 From: Shirley Davis �C� �$�� To: STPAUL.apigate.Council, fabel, H2O.WATER.bernieb, ... U Date: 10/5198 1:17pm Subject: Agenda 10-7--#'s 35,36,37 The Councii Agenda for this Wednesday, October 7, 1998 inciudes three items which are City Treasury related. I apologize. I cannot be at the Gouncil meeting, �s 1 expected, on that day, i wii! be attending a family funeral on Wednesday. I will be in the office unti! 4:30 today. If you have questions, please contact rne at 266-8839. I will be out of the office on Tuesday and Wednesday, back in on Thursday, 10-8. If, during my absence, you wish further information, please contact Tod� Hurley in Treasury at 266-8837. The following information is relevant to items #35, 36, and 37. #35: 98-897 is fhe reso�ufion authorizing a$3,000,000 lease loan from Norwest Bank for the City Hail Annex remodeling financing. There will be a changed page to the resolution which authorizes the City Treasury to bring the $3,000,000 in-house to invest within the City's portfolio. This will provide a higher interest rate return for the funds, rather than having Norwest Bank hold and invest the money. (The lease for the RiverCentre also aliowed me to invest the money). I did bid this lease and Norwest won the bid. Also, the Council has previously approved the budget for the $3,Q00,000; this lease provides the financing. #36: 98-898 is the resolution accepting a State of Minnesota loan (PFA) for Water Utility financing in the amount of $16,500,000. The rate is 3.4% The Water Board knows of this financing and will be approving the Council's actions on October 13, 1998. There wili be some changed pages (filling in the blanks) and a Certificate of the Water Utility General Manager filed with the Council today, Monday, October 5, 1998. These are houskeeping additions. Closing the financing and accepting the funds from the state will occur after City Counci� and Water Board approval. #37 98-899 is the reso�ution approving 1998 State Law for Capital Improvement Bonding (CIB) authority. For the �aw to be effective, there must 6e local approval. The previous law ended with 1998 bonding limits. This law provides for future financing ratios. Ail limits on general obligation CIB debt must fall within criteria set by the State Legislature. As you know, after approval by the City's Capital Improvemer�t CQmmittee, CIB bonding is always approved by the City Council on an annual basis. Thank you. ........ Shirley.........., �� 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 ZO 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 registered as the owner of the Supplement for the purpose of receivi.ng payments thereon and for all other purposes whatsoev and neither the City nor the registrar shall be affected by notice to the contrary. 6. No Funds: Arbitraae. Until expended on t Project, the proceeds of the Supplement shall be held i the custody of the Lessor pursuant to an Escrow Agreement. Payments on the Supplement shall be made from annual appropria zons, and moneys to make such payment shall not be segregated n any special fund. No portion of the proceeds of the Supp ement shall be used directly or indirectly to acquire higher elding investments or to replace funds which were us directly or indirectly to acquire higher yielding invest nts, except (1? for a reasonable temporary period until such pr ceeds are needed for the purpose for which the Supplement is e ered into, and (2) in addition to the above in an amount not g ater than $100,000. Tc this effect, any proceeds of the Supple ent and any sums from time to time held in any City account hich will be used to make payments on the Supplement in excess f amounts which under then- applicable federal arbitrage regula ons may be invested without regard as to yield shall not be i ested at a yield in excess of the applicable yield restriction imposed by said arbitrage regulations on such investments fter taking into account any applicable "temporary periods" r"minor portion" made available under the federal arbitrage r gulations. In addition, the proceeds of the Supplement a d moneys used to make payments on the Supplement shall not b investe@ in obligations or deposits issued by, guaranteed by insured by the United States or any agency or instrumentalit thereof if and to the extent that such investment would cause e Supplement to be "federally guaranteed" within th meaning of Section 149(b) of the federal Internal Revenue Cod of 1986, as amended (the "Code"}. 7. No eneral Obli ation Pled e• Initial Appro�riation. T e Supplement is not a general obligation of the City but rather s payable from amounts to be annually appropriated, d the full faith, credit and taxing powers of the City shall no be and are not pledged. Payments on the Supplement a e due semiannually in arrears over its twenty-year term. No p yments are due on the Supplement in 1998, but the City here makes an initial appropriation for the portion of the Rent (as uch term is defined in the Lease-Purchase Agreement) accruin through December 31, 1998. 8. Records and Certificates. The officers of the City are hereby authorized and directed to prepare and £urnish to Che essor, and to the attorneys approving the legality of the S pZement, certified copies of aZl proceedings anc3 records of e City relating to the Supplement and to the financial 985522.2 �� `O � � � �� f1 � Councii File # l6 � �� _ _ {_a G � e'VV�� Green Sheet # S RESOLUTION CITY OF SAINT PAUL, MINNESOTA Presented By Referred To Committee: Date 1 2 3 AUTHORIZING SUPPLEMENT NO. 0040-003 TO A LEASE-PURCHASE MASTER AGREEMENT FOR IMPROVEMENTS TO THE CITY HALL ANNEX 4 WHEREAS, the City of Saint Paul, Minnesota (the 5 ��City"), has solicited proposals for the tax-exempt lease- 6 purchase financing of improvements to the City Hall Annex 8 9 10 11 12 13 (including renovation of floors 6 through 14 with new restrooms, expanded HVAC systems, and new electrical and fire suppression systems; tenant improvements on floors 6 through 14; work stations and new fire suppression systems on floors 1 through 3; and new fire suppression systems on floors 4, 5 and 15; collectively, the "Project'�) Inc., has proposed the most , and Norwest Investment Services, favorable terms; and � 14 WHEREAS, a Governmental Lease-Purchase Master Agreement 15 (the "Lease-Purchase Agreement") by and between Norwest 16 Investment Services, Inc., as lessor (the "Lessor��), and the City 17 as lessee has previously been executed and is dated July 30, 18 1998; and 19 WHEREAS, the Lease-PUrchase Agreement is a master 20 agreement and terms relating to financing the Project are set 21 forth on Supplement No. 0040-003 to the Lease-Purchase Agreement 22 and the supplement's Exhibit A; and the Lease-Purchase Agreement 23 as effectuated for the Project by Supplement No. 0040-003 and its 24 Exhibit A is hereinafter referred to as the '�Supplement"; and sassiz.z 1 q�-P9'7 1 WHEREAS, in entering into the Supplement 2 exercising powers under its home rule charter and 3 by Minnesota Statutes, Section 465.71; and 4 5 6 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 the City is powers granted WHEREAS, the Supplement is subject to annual non- appropriation, and the City has the right to terminate the Supplement at the end of any fiscal year during its term as provided in the Lease-Purchase Agreement: NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint Paul, Minnesota, as follows: 1. Subplement. The Supplement is hereby approved in substantially the form submitted, with such deletions, completions and changes therein as are necessary and appropriate and approved by Bond Counsel. The Mayor and Director, Office of Financial Services, are hereby authorized and directed to execute the Supplement and such other documents as are contemplated thereby or necessary in connection therewith, including an Escrow Agreement. 2. Purpose. The Supplement shall provide funds for the acquisition and installation of the Project. Though much of the Project will be incorporated into the City Hall Annex building, the City and Lessor shall treat all the property provided pursuant to the Supplement as personalty, referred to as "equipment". 3. Prenayment; Purchase. The Supplement shall subject to prepayment at the option of the City. At the expiration of the Supplement after its full term, the City have the option to purchase the Project for $1.00. be shall 28 4. Registration: Transfer. The Treasurer of the City 29 is hereby appointed the registrar with respect to the Supplement. 30 The City will cause to be kept a register in which the registrar 31 shall provide for the registration of the Supplement and the 32 registration of transfers of the Supplement. 33 The Supplement shall be registered in the name of the 34 payee on the books of the registrar initially and when notice of 35 any transfer or assignment is received. The City and registrar 36 may treat the registered owner of the Supplement as the person 37 exclusively entitled to exercise all the rights and powers of the 38 owner. 39 The registrar may require payment of a sum sufficient 40 to cover any tax or other governmental charge payable in 41 connection with the transfer of Che Supplement. 42 5. Treatment of Reaistered Owner. The City and 43 registrar may treat the person in whose name the Supplement is 985522.2 2 3 4 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 ��,��.�-,o,� �� a �,�a� registered as the owner of the Supplement for the purpose of receiving payments thereon and for all other purposes whatsoever, and neither the City nor the registrar shall be affected by notice to the contrary. 6. No Funds; Asbitracre. Until expended on the Project, the proceeds of the Supplement shall be held by the City. Payments on the Supplement shall be made from annual appropriations, and moneys to make such payment sha11 not be segregated in any special fund. No portion of the proceeds of the Supplement shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Supplement is entered into, and (2) in addition to the above in an amount not greater than $100,000. To this effect, any proceeds of the Supplement and any sums from time to time held in any City account which will be used to make payments on the Supplement in excess of amounts which under then- applicable federal arbitrage regulations may be invested without regard as to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments after taking into account any applicable "temporary periods" or "minor portion" made available under the federal arbitrage regulations. In addition, the proceeds of the Supplement and moneys used to make payments on the Supplement sha11 not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Supplement to be ��federally guaranteed° within the meaning of Section 149(b) of the federal Internal Revenue Code of 1986, as amenc3ed (the ��Code��). 7. No General Obligation Pledge; Initial Appropriation. The Supplement is not a general obligation of the City but rather is payable from amounts to be annually appropriated, and the full faith, credit and taxing powers of the City shall not be and are not pledged. Payments on the Supplement are due semiannually in arrears over its twenty-year term. I3o payments are due on the Supplement in 1998, but the City hereby makes an initial appropriation for the portion of the Rent (as such term is defined in the Lease-Purchase Agreement) accruing through December 31, 1998. 43 8. Records and Certificates The officers of the 44 City are hereby authorized and directed to prepare and furnish to 45 the Lessor, and to the attorneys approving the legality of the 46 Supplement, certified copies of all proceedings and records of 47 the City relating to the Supplement and to the financial 985522.2 q�•d'9? 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Supplement as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, cerCificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 9. Negative Covenants as to Use of Proceeds and Project. The City hereby covenants not to use the proceeds of the Supplement or to use the Project, or to cause or permit them to be used, or to enter into any deferred payment arrangements for the cost of the Project, in suah a manner as to cause the Supplement to be a"private activity bond" within the meaning of Sections 103 and 141 through 150 of the Code. The City reasonably expects that no actions will be taken over the term of the Supplement that would cause it to be a private activity bond, and the avezage term of the Supplement is not longer than reasonably necessary for the governmental purpose of the Supplement. The City hereby covenants not to use the proceeds of the Supplement in such a manner as to cause the Supplement to be a"hedge bond" within the meaning of Section 149(g) of the Code. 23 10. Tax-Exemot Status of the Supplement; Rebate; 24 Elections. The City shall comply with requirements necessary 25 under the Code to establish and maintain the exclusion from gross 26 income under Section 103 of the Code of the interesC on the 27 Supplement, including without limitation requirements relating to 28 temporary periods for investments, limitations on amounts 29 invested at a yield greater than the yield on the Supplement, and 30 the rebate of excess investment earnings to the UniCed States. 31 If any elections are available now or hereafter with 32 respect to arbitrage or rebate matters relating to the 33 Supplement, the Mayor, Clerk, Treasurer and Director, Office of 34 Financial Services, or any of them, are hereby authorized and 35 directed to make such elections as they deem necessary, 36 appropriate or desirable in connection with the Supplement, and 37 al1 such elections shall be, and shall be deemed and treated as, 38 elections of the City. 39 11. No Desianation as Oualified Tax-Exempt Obliaation. 40 The Supplement, together with other obligations issued by the 41 City in 1998, exceeds in amount those which may be qualified as 42 "qualified tax-exempt obligations" within the meaning of Section 43 265(b)(3) of the Code, and hence is not designated for such 44 purpose. 45 12. Severabilitv. If any section, paragraph or 46 provision of this resolution shall be held to be invalid or 47 unenforceable for any reason, the invalidity or unenforceability sesszz.z 4 �r -�� 1 of such section, paragraph or provision shall not affect any of 2 the remaining provisions of this resolution. 3 13. Headinas. Headings in this resolution are 4 included for convenience of reference only and are not a part 5 hereof, and shall not limit or define the meaning of any 6 provision hereof. Requested by Department of: Office of � i�,ancial Services +arii�� . •... -.. Councii Adopted by Council: Date �� - � � ,�.� �� by Council Secretary �l��'.711 — •.. . I -. . - • ` By: sssszz.z 5 q�'�q of Rnancial Servkes TOTAL # OF SIGNATURE PAGES osmr�a iii 1 GREEN SHEET No 60036 u �^�� u �� UIY4TTOdFY (��?� ❑ ail'CLERR V ❑ iM11MCNLSERY10E80R. AMMCMLSERV/KCT6 �1111YOR�R 111II) �Tnmuy (CLIP ALL LOCAT ON FOR SIGNATiJRE) 1 ot the attached resdution authwizes the $3,000,000 financirg transactim with Norvvest Bank for renovation of Hall Mnez. The financing was previously approved by CF 98-803 which gave the O(fice M Financial Services the authority : all necessary ad"rons leading to the issuance of this lease. PLANNING CAMMISSION CIB CAMMITTEE CIVIL SERVICE CAMMISSION (WM, What, Has Mis person/firm ever xorked undx a contract for this departmeM'7 YES NO Has Mrs personfirm evef been a ciry employee? YES NO Dces Mis persoNfirm possess a skill rrot nomially possessed by any curteiR oity empbyee? YES NO Is this personfirtn a targeted vendoft YES NO ouncil previously approved financing For the renoration of the CRy Hall Annez The Office of Fnancial services negotiatetl W(ce of 5.71%wAn Norv�est eank � � � v: : is avaiYable to com�ele the re�rovation of the City Hafl Annac CASTJREVENUE BUDGEfED (GRCLE ON� i� APPROVED rrot be avdilable to complete the transaction OF SRANSACT{ON S s3.aoo.000 SOURCE INFORMqT10N (EXPWNJ � (' { i �iOUtSL'1� �ua°�F��' a^tn1aT YES NO ACSNfTY liUMBER � � qr-$ _ + -- NocwestInveshnent Senices,Ine. Northstar East Building, 9th Floor 608 Second Avenuc Soufli Minneappjis, MN 55479-0]46 SUPPLEMEN�' TO MASTEFt LEASE Namc and address of Lessee: Suppiemant �4044-(1 3 City of Saint Paui 15 West Kellogg Boulevard St. Paul, Minnesota 55102 'I'Ius is u Supplement m thc GovcmmentFil Lease-Purcl7ase Mastcc Ageement dated 7uky 3�, 1498, between Les�kor and Lossec (the "Master Lease"). Upon the execution and delivery by Lessor emd Lessee of tbis Supplement, Lessar horeby agreos to lease to Lessee, and Lessee hetcby agees to lease fram Lossor, the Pioperly descnbeA below upan the te�ms and couditions of this Supplemenc and fln= Masier � Lease• Rmovstiw afflaers 6lhrough 14 with naw rcdro�ne, axpandad fivAC eystcma, vcw i ckatricalrcidfsaauppressiaa. Imprwanenbontloora6-lncooef.af�gofpatnt.wat] ; wvetin9� onNets, ass�yoik, o�ces, doon, hnMwvfe� bipSfs&�. �dcst+iiam, eome ne� aazifcrcnm raom tabW utd chahs, and wmc nnv privnte effica ftttniNra N�' .rerkctatio��e aud Erc iupp�e,sion vystam¢ onfloow 1-3; and ncw fire suppressia8 ays�+�.a on IIOOts 0. 5 and 15, Dasic Rentul Paymetits Rent commencematt date Term in months flvm rrnt comtnencement 7A0 manths Reitial paytnettt penod {chcck ane} [j Monthty ❑ QnazterlY X Semi.annuatly [� Aunoally ❑ Other - see udditior,al pro�isions Tntecest 12ate i:f� Number Of Advwtce Paymrnts Payments , I 40 -0- First Payment Final Purchad� Dne Option Ptirk 4-1-49 $1.00 . T/I'd EL6'ON 1N3W1S3ANI 1S3M?JOtJ Wdc�:2t 866Z'0E�d35 q� •p97 Signature Page to Supptement to Mastet Lease , Dated October 14, I998 Lessce: City of Saint Paui; �1I'innesota By� Its: Mayor � Lessee: City of Sauat Paul; Minnesota $ Iis: IIirector, Of�"iCe o£Financial Services N and Approved as to fortn: A.ssistant City Attomey Lessor• Namest Iuvestment Services, Inc. By: Zts� Sanior Vice President � I Z u , biE'd ZL6'ON 1tJ3W153AM 153hta0N WtlES:TT 866i'0E'd35 qg •��7 Mnce Project City of Ssint Paul Casts FYmded Pagment Rate 40 Paymcnts Levtl P�ymcnt 53,000,000.00 5.'110% 2peryear SiZG,508.46 5.710%Rute FMr�.Q421G9 Comaeaccment Oa 14,19J8 Ctosin Date: Oct 14 1998 AfterPapmcnt Pmt ?otai Parnent Interest Principui Principai Due Payment Due Paya+Ent Due p,tn„ce 1 2 3 a 5 6 7 8 9 10 i2 12 13 14 15 16 17 18 19 za 21 22 23 Zd 25 2G 27 28 Z9 30 31 32 33 34 35 3G 37 3A 39 5126,508.46 SiZb,50S.46 SiZ6,5U8.46 Sf26,508.46 5126,SOS.46 3126,SU8.46 5326,50&46 5126,568.46 �135,S03.dfi 5126,5�&46 512b,508.0( 5126,5(18.46 $126,508.d6 SiZ6 $126,508.46 5125,SOY,.46 ' S]2b,508.46 S]Z6,50�.4fi $126,50&46 5126,508.4b $126,509.46 �126,50&46 5126�508.46 SIZ6,508.46 S]25,548.�5 $126,SIf�.db S126,508.46 $12G,S08.4fi Ti126,548.4b 5126,508.46 S12G,S08.46 5126,508.46 5126,508,46 5126,Sd$.46 �126,508.45 512b,508.46 $126,548.46 �126,5U8.46 5126,508.4b 574�464.19 SS�t,3Ub.89 $83�202.03 581,862.78 580,588.14 579,277.12 $71,928.66 a76,541.71 $75,115.Sb S73,6�l7.88 572,135.�1 $70,586.46 , 568,989.58 !, 567,347.73 $65�658.69 563,921.43 562,134.57 560,295.69 $58�406.35 556,4(s2.03 554,4G2.21 $52,405.29 550,289.61 �d$�113.59 $45,875.42 $43,573.35 Sd1,245.55 S38�770.15 S3G,265.22 333,688.78 S31,038.78 $Z8,313.LZ 525,5Q9.G1 SZ2,b2S.72 S19,bb0.28 516,6U4.�7 $13,472.ib 510�244.97 55,425.65 547,Q44.Z4 542,24i.57 $13,406.43 S44,6d5.b8 S45,920.31 SM17,Z31.34 548,579.99 $49,966.�5 551,393.30 S52 $$4,354,75 555,92Z.00 557,518.58 � S59,16a.73 I �60,849.79 56Z,38?.03 $64,373.89 556,211.75 SG8,lOZ.11 $9Q,fl46.43 $72,046.25 574,1D3.1? 576,218.82 S7S,394.8b S81l,533.0� 582,935.11 585,30Z.91 $87,738.31 �90,233.2d �92,819.68 1595,469.68 S98 5104,?98.82 SiO3,S82.33 5105,Sd8.18 $2Q4,S��.G9 5113,Q36.30 5116,263.45 5114,582.81 S3�OOO,OOd.00 52,95Z,955,71 g�,910,754.14 S2,867,34�.�I 52,822,70203 52,776,7$1.72 52�724,550.38 52,680,970.58 52,631,003.83 �2 52,526 S2,A72,3BO.21 i 52,416,458.21 52,358,939.64 52�299,T78.91 � 52,238,429,14 $2�176,342.11 52,111,968.22 52,0�5,75fi.45 51,977,654.34 �],907,6fl795 $1�835,SG1,66 51,761,458.49 51,685,239.67 S2,6UG�844.81 51�5�5,211.77 Si�493,276.65 31,357,473.75 51,270,235.44 51�119,992.Z1 51�089,172.53 5991,7UZ_&4 5893,507.50 5792�SD&69 SS$8,62b.35 SSSI,778.18 Sd71,879.49 5338,843.19 i24Z,579.70 5122,996.4Q G:iLEA.SEISCHEDIIL�\[stpautandex�sj�ase E�clribit A 12.03 y�s AfierPaymcnt I PaymentA�e Termination naie S3,p27,788_66 52,483,030.49 32,937,063.86 52,889,SSb.13 $2,8di,373.79 $2�791,582.42 52,74Q,416.69 $2,697�930.29 S2,G33,995.95 T2,578,605.38 52,521.719_27 '' 52,463,297.ZS �' $2,403,297.80 �2,34I,U78.39 32,Z78,395.25 $2�213�403.46 52,14G,656.90 52,078,1Q8,17 S2,007,7Q$.64 $9,935,43�.31 51,861,155.88 S1,78A,898.63 51,706,582.44 5],62G,151.71 51,543�549.35 $1,45&,716,7Z 51,371,593.51 S1,Z8Z,lis.18 5�,190,226.7Z 51,045,854.59 5998,934.20 5899,396.97 S797,172.23 5692,187.4Z 5584,3b&03 S473,637.51 3359,917.Z6 S243,iZG.57 5123,182.53 7ct 14,1998 Apr x,19�9 Oct 1,19b9 Apr2,20bQ �ct 1 20tf0 Apr 1, 20b1 Oa 1, 2001 Apr l, 2o�p2 Oct i; 2ob2 Apr 1, 20'03 Oct 1, 2003 Apr 1, 7A04 OM 1. 2U,04 ,Aprl,zq05 a�e i, zoos Apr l, 2006 Occ 1� 2Q06 Apr 1, 2({07 Oct i, 2UQ7 Apr 2, z008 Ott 1, 2t�08 Apr1,2d09 Oct 1, 2d49 Apr 1, 2�10 Oct1,2,10 ppr 1, Zdll Ost 2� 2l�11 �r i, xd�z Oct I, 2�12� Apr i, ?A]3 Oct 1� 2013 apr i, zbza Oet 1, 2d1A Apr 1, 2fJ15 Oct 1, 2015 Apr l, 2016 4ct 1, 2fl15 Apr 1�2d17 o�c i, z617 Apr 1, Z418 Ott 1, 2618 9/3Ql98 10:31 AM iYOmesf Investment Serv�ces, �c 7iC'd 2L6'ON 1N3W153.+\NI 1S3MbON Wti�S:Ti 866I'0E'd35 From: Shirley Davis �C� �$�� To: STPAUL.apigate.Council, fabel, H2O.WATER.bernieb, ... U Date: 10/5198 1:17pm Subject: Agenda 10-7--#'s 35,36,37 The Councii Agenda for this Wednesday, October 7, 1998 inciudes three items which are City Treasury related. I apologize. I cannot be at the Gouncil meeting, �s 1 expected, on that day, i wii! be attending a family funeral on Wednesday. I will be in the office unti! 4:30 today. If you have questions, please contact rne at 266-8839. I will be out of the office on Tuesday and Wednesday, back in on Thursday, 10-8. If, during my absence, you wish further information, please contact Tod� Hurley in Treasury at 266-8837. The following information is relevant to items #35, 36, and 37. #35: 98-897 is fhe reso�ufion authorizing a$3,000,000 lease loan from Norwest Bank for the City Hail Annex remodeling financing. There will be a changed page to the resolution which authorizes the City Treasury to bring the $3,000,000 in-house to invest within the City's portfolio. This will provide a higher interest rate return for the funds, rather than having Norwest Bank hold and invest the money. (The lease for the RiverCentre also aliowed me to invest the money). I did bid this lease and Norwest won the bid. Also, the Council has previously approved the budget for the $3,Q00,000; this lease provides the financing. #36: 98-898 is the resolution accepting a State of Minnesota loan (PFA) for Water Utility financing in the amount of $16,500,000. The rate is 3.4% The Water Board knows of this financing and will be approving the Council's actions on October 13, 1998. There wili be some changed pages (filling in the blanks) and a Certificate of the Water Utility General Manager filed with the Council today, Monday, October 5, 1998. These are houskeeping additions. Closing the financing and accepting the funds from the state will occur after City Counci� and Water Board approval. #37 98-899 is the reso�ution approving 1998 State Law for Capital Improvement Bonding (CIB) authority. For the �aw to be effective, there must 6e local approval. The previous law ended with 1998 bonding limits. This law provides for future financing ratios. Ail limits on general obligation CIB debt must fall within criteria set by the State Legislature. As you know, after approval by the City's Capital Improvemer�t CQmmittee, CIB bonding is always approved by the City Council on an annual basis. Thank you. ........ Shirley.........., �� 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 ZO 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 registered as the owner of the Supplement for the purpose of receivi.ng payments thereon and for all other purposes whatsoev and neither the City nor the registrar shall be affected by notice to the contrary. 6. No Funds: Arbitraae. Until expended on t Project, the proceeds of the Supplement shall be held i the custody of the Lessor pursuant to an Escrow Agreement. Payments on the Supplement shall be made from annual appropria zons, and moneys to make such payment shall not be segregated n any special fund. No portion of the proceeds of the Supp ement shall be used directly or indirectly to acquire higher elding investments or to replace funds which were us directly or indirectly to acquire higher yielding invest nts, except (1? for a reasonable temporary period until such pr ceeds are needed for the purpose for which the Supplement is e ered into, and (2) in addition to the above in an amount not g ater than $100,000. Tc this effect, any proceeds of the Supple ent and any sums from time to time held in any City account hich will be used to make payments on the Supplement in excess f amounts which under then- applicable federal arbitrage regula ons may be invested without regard as to yield shall not be i ested at a yield in excess of the applicable yield restriction imposed by said arbitrage regulations on such investments fter taking into account any applicable "temporary periods" r"minor portion" made available under the federal arbitrage r gulations. In addition, the proceeds of the Supplement a d moneys used to make payments on the Supplement shall not b investe@ in obligations or deposits issued by, guaranteed by insured by the United States or any agency or instrumentalit thereof if and to the extent that such investment would cause e Supplement to be "federally guaranteed" within th meaning of Section 149(b) of the federal Internal Revenue Cod of 1986, as amended (the "Code"}. 7. No eneral Obli ation Pled e• Initial Appro�riation. T e Supplement is not a general obligation of the City but rather s payable from amounts to be annually appropriated, d the full faith, credit and taxing powers of the City shall no be and are not pledged. Payments on the Supplement a e due semiannually in arrears over its twenty-year term. No p yments are due on the Supplement in 1998, but the City here makes an initial appropriation for the portion of the Rent (as uch term is defined in the Lease-Purchase Agreement) accruin through December 31, 1998. 8. Records and Certificates. The officers of the City are hereby authorized and directed to prepare and £urnish to Che essor, and to the attorneys approving the legality of the S pZement, certified copies of aZl proceedings anc3 records of e City relating to the Supplement and to the financial 985522.2 �� `O � � � �� f1 � Councii File # l6 � �� _ _ {_a G � e'VV�� Green Sheet # S RESOLUTION CITY OF SAINT PAUL, MINNESOTA Presented By Referred To Committee: Date 1 2 3 AUTHORIZING SUPPLEMENT NO. 0040-003 TO A LEASE-PURCHASE MASTER AGREEMENT FOR IMPROVEMENTS TO THE CITY HALL ANNEX 4 WHEREAS, the City of Saint Paul, Minnesota (the 5 ��City"), has solicited proposals for the tax-exempt lease- 6 purchase financing of improvements to the City Hall Annex 8 9 10 11 12 13 (including renovation of floors 6 through 14 with new restrooms, expanded HVAC systems, and new electrical and fire suppression systems; tenant improvements on floors 6 through 14; work stations and new fire suppression systems on floors 1 through 3; and new fire suppression systems on floors 4, 5 and 15; collectively, the "Project'�) Inc., has proposed the most , and Norwest Investment Services, favorable terms; and � 14 WHEREAS, a Governmental Lease-Purchase Master Agreement 15 (the "Lease-Purchase Agreement") by and between Norwest 16 Investment Services, Inc., as lessor (the "Lessor��), and the City 17 as lessee has previously been executed and is dated July 30, 18 1998; and 19 WHEREAS, the Lease-PUrchase Agreement is a master 20 agreement and terms relating to financing the Project are set 21 forth on Supplement No. 0040-003 to the Lease-Purchase Agreement 22 and the supplement's Exhibit A; and the Lease-Purchase Agreement 23 as effectuated for the Project by Supplement No. 0040-003 and its 24 Exhibit A is hereinafter referred to as the '�Supplement"; and sassiz.z 1 q�-P9'7 1 WHEREAS, in entering into the Supplement 2 exercising powers under its home rule charter and 3 by Minnesota Statutes, Section 465.71; and 4 5 6 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 the City is powers granted WHEREAS, the Supplement is subject to annual non- appropriation, and the City has the right to terminate the Supplement at the end of any fiscal year during its term as provided in the Lease-Purchase Agreement: NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint Paul, Minnesota, as follows: 1. Subplement. The Supplement is hereby approved in substantially the form submitted, with such deletions, completions and changes therein as are necessary and appropriate and approved by Bond Counsel. The Mayor and Director, Office of Financial Services, are hereby authorized and directed to execute the Supplement and such other documents as are contemplated thereby or necessary in connection therewith, including an Escrow Agreement. 2. Purpose. The Supplement shall provide funds for the acquisition and installation of the Project. Though much of the Project will be incorporated into the City Hall Annex building, the City and Lessor shall treat all the property provided pursuant to the Supplement as personalty, referred to as "equipment". 3. Prenayment; Purchase. The Supplement shall subject to prepayment at the option of the City. At the expiration of the Supplement after its full term, the City have the option to purchase the Project for $1.00. be shall 28 4. Registration: Transfer. The Treasurer of the City 29 is hereby appointed the registrar with respect to the Supplement. 30 The City will cause to be kept a register in which the registrar 31 shall provide for the registration of the Supplement and the 32 registration of transfers of the Supplement. 33 The Supplement shall be registered in the name of the 34 payee on the books of the registrar initially and when notice of 35 any transfer or assignment is received. The City and registrar 36 may treat the registered owner of the Supplement as the person 37 exclusively entitled to exercise all the rights and powers of the 38 owner. 39 The registrar may require payment of a sum sufficient 40 to cover any tax or other governmental charge payable in 41 connection with the transfer of Che Supplement. 42 5. Treatment of Reaistered Owner. The City and 43 registrar may treat the person in whose name the Supplement is 985522.2 2 3 4 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 ��,��.�-,o,� �� a �,�a� registered as the owner of the Supplement for the purpose of receiving payments thereon and for all other purposes whatsoever, and neither the City nor the registrar shall be affected by notice to the contrary. 6. No Funds; Asbitracre. Until expended on the Project, the proceeds of the Supplement shall be held by the City. Payments on the Supplement shall be made from annual appropriations, and moneys to make such payment sha11 not be segregated in any special fund. No portion of the proceeds of the Supplement shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Supplement is entered into, and (2) in addition to the above in an amount not greater than $100,000. To this effect, any proceeds of the Supplement and any sums from time to time held in any City account which will be used to make payments on the Supplement in excess of amounts which under then- applicable federal arbitrage regulations may be invested without regard as to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments after taking into account any applicable "temporary periods" or "minor portion" made available under the federal arbitrage regulations. In addition, the proceeds of the Supplement and moneys used to make payments on the Supplement sha11 not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Supplement to be ��federally guaranteed° within the meaning of Section 149(b) of the federal Internal Revenue Code of 1986, as amenc3ed (the ��Code��). 7. No General Obligation Pledge; Initial Appropriation. The Supplement is not a general obligation of the City but rather is payable from amounts to be annually appropriated, and the full faith, credit and taxing powers of the City shall not be and are not pledged. Payments on the Supplement are due semiannually in arrears over its twenty-year term. I3o payments are due on the Supplement in 1998, but the City hereby makes an initial appropriation for the portion of the Rent (as such term is defined in the Lease-Purchase Agreement) accruing through December 31, 1998. 43 8. Records and Certificates The officers of the 44 City are hereby authorized and directed to prepare and furnish to 45 the Lessor, and to the attorneys approving the legality of the 46 Supplement, certified copies of all proceedings and records of 47 the City relating to the Supplement and to the financial 985522.2 q�•d'9? 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Supplement as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, cerCificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 9. Negative Covenants as to Use of Proceeds and Project. The City hereby covenants not to use the proceeds of the Supplement or to use the Project, or to cause or permit them to be used, or to enter into any deferred payment arrangements for the cost of the Project, in suah a manner as to cause the Supplement to be a"private activity bond" within the meaning of Sections 103 and 141 through 150 of the Code. The City reasonably expects that no actions will be taken over the term of the Supplement that would cause it to be a private activity bond, and the avezage term of the Supplement is not longer than reasonably necessary for the governmental purpose of the Supplement. The City hereby covenants not to use the proceeds of the Supplement in such a manner as to cause the Supplement to be a"hedge bond" within the meaning of Section 149(g) of the Code. 23 10. Tax-Exemot Status of the Supplement; Rebate; 24 Elections. The City shall comply with requirements necessary 25 under the Code to establish and maintain the exclusion from gross 26 income under Section 103 of the Code of the interesC on the 27 Supplement, including without limitation requirements relating to 28 temporary periods for investments, limitations on amounts 29 invested at a yield greater than the yield on the Supplement, and 30 the rebate of excess investment earnings to the UniCed States. 31 If any elections are available now or hereafter with 32 respect to arbitrage or rebate matters relating to the 33 Supplement, the Mayor, Clerk, Treasurer and Director, Office of 34 Financial Services, or any of them, are hereby authorized and 35 directed to make such elections as they deem necessary, 36 appropriate or desirable in connection with the Supplement, and 37 al1 such elections shall be, and shall be deemed and treated as, 38 elections of the City. 39 11. No Desianation as Oualified Tax-Exempt Obliaation. 40 The Supplement, together with other obligations issued by the 41 City in 1998, exceeds in amount those which may be qualified as 42 "qualified tax-exempt obligations" within the meaning of Section 43 265(b)(3) of the Code, and hence is not designated for such 44 purpose. 45 12. Severabilitv. If any section, paragraph or 46 provision of this resolution shall be held to be invalid or 47 unenforceable for any reason, the invalidity or unenforceability sesszz.z 4 �r -�� 1 of such section, paragraph or provision shall not affect any of 2 the remaining provisions of this resolution. 3 13. Headinas. Headings in this resolution are 4 included for convenience of reference only and are not a part 5 hereof, and shall not limit or define the meaning of any 6 provision hereof. Requested by Department of: Office of � i�,ancial Services +arii�� . •... -.. Councii Adopted by Council: Date �� - � � ,�.� �� by Council Secretary �l��'.711 — •.. . I -. . - • ` By: sssszz.z 5 q�'�q of Rnancial Servkes TOTAL # OF SIGNATURE PAGES osmr�a iii 1 GREEN SHEET No 60036 u �^�� u �� UIY4TTOdFY (��?� ❑ ail'CLERR V ❑ iM11MCNLSERY10E80R. AMMCMLSERV/KCT6 �1111YOR�R 111II) �Tnmuy (CLIP ALL LOCAT ON FOR SIGNATiJRE) 1 ot the attached resdution authwizes the $3,000,000 financirg transactim with Norvvest Bank for renovation of Hall Mnez. The financing was previously approved by CF 98-803 which gave the O(fice M Financial Services the authority : all necessary ad"rons leading to the issuance of this lease. PLANNING CAMMISSION CIB CAMMITTEE CIVIL SERVICE CAMMISSION (WM, What, Has Mis person/firm ever xorked undx a contract for this departmeM'7 YES NO Has Mrs personfirm evef been a ciry employee? YES NO Dces Mis persoNfirm possess a skill rrot nomially possessed by any curteiR oity empbyee? YES NO Is this personfirtn a targeted vendoft YES NO ouncil previously approved financing For the renoration of the CRy Hall Annez The Office of Fnancial services negotiatetl W(ce of 5.71%wAn Norv�est eank � � � v: : is avaiYable to com�ele the re�rovation of the City Hafl Annac CASTJREVENUE BUDGEfED (GRCLE ON� i� APPROVED rrot be avdilable to complete the transaction OF SRANSACT{ON S s3.aoo.000 SOURCE INFORMqT10N (EXPWNJ � (' { i �iOUtSL'1� �ua°�F��' a^tn1aT YES NO ACSNfTY liUMBER � � qr-$ _ + -- NocwestInveshnent Senices,Ine. Northstar East Building, 9th Floor 608 Second Avenuc Soufli Minneappjis, MN 55479-0]46 SUPPLEMEN�' TO MASTEFt LEASE Namc and address of Lessee: Suppiemant �4044-(1 3 City of Saint Paui 15 West Kellogg Boulevard St. Paul, Minnesota 55102 'I'Ius is u Supplement m thc GovcmmentFil Lease-Purcl7ase Mastcc Ageement dated 7uky 3�, 1498, between Les�kor and Lossec (the "Master Lease"). Upon the execution and delivery by Lessor emd Lessee of tbis Supplement, Lessar horeby agreos to lease to Lessee, and Lessee hetcby agees to lease fram Lossor, the Pioperly descnbeA below upan the te�ms and couditions of this Supplemenc and fln= Masier � Lease• Rmovstiw afflaers 6lhrough 14 with naw rcdro�ne, axpandad fivAC eystcma, vcw i ckatricalrcidfsaauppressiaa. Imprwanenbontloora6-lncooef.af�gofpatnt.wat] ; wvetin9� onNets, ass�yoik, o�ces, doon, hnMwvfe� bipSfs&�. �dcst+iiam, eome ne� aazifcrcnm raom tabW utd chahs, and wmc nnv privnte effica ftttniNra N�' .rerkctatio��e aud Erc iupp�e,sion vystam¢ onfloow 1-3; and ncw fire suppressia8 ays�+�.a on IIOOts 0. 5 and 15, Dasic Rentul Paymetits Rent commencematt date Term in months flvm rrnt comtnencement 7A0 manths Reitial paytnettt penod {chcck ane} [j Monthty ❑ QnazterlY X Semi.annuatly [� Aunoally ❑ Other - see udditior,al pro�isions Tntecest 12ate i:f� Number Of Advwtce Paymrnts Payments , I 40 -0- First Payment Final Purchad� Dne Option Ptirk 4-1-49 $1.00 . T/I'd EL6'ON 1N3W1S3ANI 1S3M?JOtJ Wdc�:2t 866Z'0E�d35 q� •p97 Signature Page to Supptement to Mastet Lease , Dated October 14, I998 Lessce: City of Saint Paui; �1I'innesota By� Its: Mayor � Lessee: City of Sauat Paul; Minnesota $ Iis: IIirector, Of�"iCe o£Financial Services N and Approved as to fortn: A.ssistant City Attomey Lessor• Namest Iuvestment Services, Inc. By: Zts� Sanior Vice President � I Z u , biE'd ZL6'ON 1tJ3W153AM 153hta0N WtlES:TT 866i'0E'd35 qg •��7 Mnce Project City of Ssint Paul Casts FYmded Pagment Rate 40 Paymcnts Levtl P�ymcnt 53,000,000.00 5.'110% 2peryear SiZG,508.46 5.710%Rute FMr�.Q421G9 Comaeaccment Oa 14,19J8 Ctosin Date: Oct 14 1998 AfterPapmcnt Pmt ?otai Parnent Interest Principui Principai Due Payment Due Paya+Ent Due p,tn„ce 1 2 3 a 5 6 7 8 9 10 i2 12 13 14 15 16 17 18 19 za 21 22 23 Zd 25 2G 27 28 Z9 30 31 32 33 34 35 3G 37 3A 39 5126,508.46 SiZb,50S.46 SiZ6,5U8.46 Sf26,508.46 5126,SOS.46 3126,SU8.46 5326,50&46 5126,568.46 �135,S03.dfi 5126,5�&46 512b,508.0( 5126,5(18.46 $126,508.d6 SiZ6 $126,508.46 5125,SOY,.46 ' S]2b,508.46 S]Z6,50�.4fi $126,50&46 5126,508.4b $126,509.46 �126,50&46 5126�508.46 SIZ6,508.46 S]25,548.�5 $126,SIf�.db S126,508.46 $12G,S08.4fi Ti126,548.4b 5126,508.46 S12G,S08.46 5126,508.46 5126,508,46 5126,Sd$.46 �126,508.45 512b,508.46 $126,548.46 �126,5U8.46 5126,508.4b 574�464.19 SS�t,3Ub.89 $83�202.03 581,862.78 580,588.14 579,277.12 $71,928.66 a76,541.71 $75,115.Sb S73,6�l7.88 572,135.�1 $70,586.46 , 568,989.58 !, 567,347.73 $65�658.69 563,921.43 562,134.57 560,295.69 $58�406.35 556,4(s2.03 554,4G2.21 $52,405.29 550,289.61 �d$�113.59 $45,875.42 $43,573.35 Sd1,245.55 S38�770.15 S3G,265.22 333,688.78 S31,038.78 $Z8,313.LZ 525,5Q9.G1 SZ2,b2S.72 S19,bb0.28 516,6U4.�7 $13,472.ib 510�244.97 55,425.65 547,Q44.Z4 542,24i.57 $13,406.43 S44,6d5.b8 S45,920.31 SM17,Z31.34 548,579.99 $49,966.�5 551,393.30 S52 $$4,354,75 555,92Z.00 557,518.58 � S59,16a.73 I �60,849.79 56Z,38?.03 $64,373.89 556,211.75 SG8,lOZ.11 $9Q,fl46.43 $72,046.25 574,1D3.1? 576,218.82 S7S,394.8b S81l,533.0� 582,935.11 585,30Z.91 $87,738.31 �90,233.2d �92,819.68 1595,469.68 S98 5104,?98.82 SiO3,S82.33 5105,Sd8.18 $2Q4,S��.G9 5113,Q36.30 5116,263.45 5114,582.81 S3�OOO,OOd.00 52,95Z,955,71 g�,910,754.14 S2,867,34�.�I 52,822,70203 52,776,7$1.72 52�724,550.38 52,680,970.58 52,631,003.83 �2 52,526 S2,A72,3BO.21 i 52,416,458.21 52,358,939.64 52�299,T78.91 � 52,238,429,14 $2�176,342.11 52,111,968.22 52,0�5,75fi.45 51,977,654.34 �],907,6fl795 $1�835,SG1,66 51,761,458.49 51,685,239.67 S2,6UG�844.81 51�5�5,211.77 Si�493,276.65 31,357,473.75 51,270,235.44 51�119,992.Z1 51�089,172.53 5991,7UZ_&4 5893,507.50 5792�SD&69 SS$8,62b.35 SSSI,778.18 Sd71,879.49 5338,843.19 i24Z,579.70 5122,996.4Q G:iLEA.SEISCHEDIIL�\[stpautandex�sj�ase E�clribit A 12.03 y�s AfierPaymcnt I PaymentA�e Termination naie S3,p27,788_66 52,483,030.49 32,937,063.86 52,889,SSb.13 $2,8di,373.79 $2�791,582.42 52,74Q,416.69 $2,697�930.29 S2,G33,995.95 T2,578,605.38 52,521.719_27 '' 52,463,297.ZS �' $2,403,297.80 �2,34I,U78.39 32,Z78,395.25 $2�213�403.46 52,14G,656.90 52,078,1Q8,17 S2,007,7Q$.64 $9,935,43�.31 51,861,155.88 S1,78A,898.63 51,706,582.44 5],62G,151.71 51,543�549.35 $1,45&,716,7Z 51,371,593.51 S1,Z8Z,lis.18 5�,190,226.7Z 51,045,854.59 5998,934.20 5899,396.97 S797,172.23 5692,187.4Z 5584,3b&03 S473,637.51 3359,917.Z6 S243,iZG.57 5123,182.53 7ct 14,1998 Apr x,19�9 Oct 1,19b9 Apr2,20bQ �ct 1 20tf0 Apr 1, 20b1 Oa 1, 2001 Apr l, 2o�p2 Oct i; 2ob2 Apr 1, 20'03 Oct 1, 2003 Apr 1, 7A04 OM 1. 2U,04 ,Aprl,zq05 a�e i, zoos Apr l, 2006 Occ 1� 2Q06 Apr 1, 2({07 Oct i, 2UQ7 Apr 2, z008 Ott 1, 2t�08 Apr1,2d09 Oct 1, 2d49 Apr 1, 2�10 Oct1,2,10 ppr 1, Zdll Ost 2� 2l�11 �r i, xd�z Oct I, 2�12� Apr i, ?A]3 Oct 1� 2013 apr i, zbza Oet 1, 2d1A Apr 1, 2fJ15 Oct 1, 2015 Apr l, 2016 4ct 1, 2fl15 Apr 1�2d17 o�c i, z617 Apr 1, Z418 Ott 1, 2618 9/3Ql98 10:31 AM iYOmesf Investment Serv�ces, �c 7iC'd 2L6'ON 1N3W153.+\NI 1S3MbON Wti�S:Ti 866I'0E'd35 From: Shirley Davis �C� �$�� To: STPAUL.apigate.Council, fabel, H2O.WATER.bernieb, ... U Date: 10/5198 1:17pm Subject: Agenda 10-7--#'s 35,36,37 The Councii Agenda for this Wednesday, October 7, 1998 inciudes three items which are City Treasury related. I apologize. I cannot be at the Gouncil meeting, �s 1 expected, on that day, i wii! be attending a family funeral on Wednesday. I will be in the office unti! 4:30 today. If you have questions, please contact rne at 266-8839. I will be out of the office on Tuesday and Wednesday, back in on Thursday, 10-8. If, during my absence, you wish further information, please contact Tod� Hurley in Treasury at 266-8837. The following information is relevant to items #35, 36, and 37. #35: 98-897 is fhe reso�ufion authorizing a$3,000,000 lease loan from Norwest Bank for the City Hail Annex remodeling financing. There will be a changed page to the resolution which authorizes the City Treasury to bring the $3,000,000 in-house to invest within the City's portfolio. This will provide a higher interest rate return for the funds, rather than having Norwest Bank hold and invest the money. (The lease for the RiverCentre also aliowed me to invest the money). I did bid this lease and Norwest won the bid. Also, the Council has previously approved the budget for the $3,Q00,000; this lease provides the financing. #36: 98-898 is the resolution accepting a State of Minnesota loan (PFA) for Water Utility financing in the amount of $16,500,000. The rate is 3.4% The Water Board knows of this financing and will be approving the Council's actions on October 13, 1998. There wili be some changed pages (filling in the blanks) and a Certificate of the Water Utility General Manager filed with the Council today, Monday, October 5, 1998. These are houskeeping additions. Closing the financing and accepting the funds from the state will occur after City Counci� and Water Board approval. #37 98-899 is the reso�ution approving 1998 State Law for Capital Improvement Bonding (CIB) authority. For the �aw to be effective, there must 6e local approval. The previous law ended with 1998 bonding limits. This law provides for future financing ratios. Ail limits on general obligation CIB debt must fall within criteria set by the State Legislature. As you know, after approval by the City's Capital Improvemer�t CQmmittee, CIB bonding is always approved by the City Council on an annual basis. Thank you. ........ Shirley.........., �� 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 ZO 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 registered as the owner of the Supplement for the purpose of receivi.ng payments thereon and for all other purposes whatsoev and neither the City nor the registrar shall be affected by notice to the contrary. 6. No Funds: Arbitraae. Until expended on t Project, the proceeds of the Supplement shall be held i the custody of the Lessor pursuant to an Escrow Agreement. Payments on the Supplement shall be made from annual appropria zons, and moneys to make such payment shall not be segregated n any special fund. No portion of the proceeds of the Supp ement shall be used directly or indirectly to acquire higher elding investments or to replace funds which were us directly or indirectly to acquire higher yielding invest nts, except (1? for a reasonable temporary period until such pr ceeds are needed for the purpose for which the Supplement is e ered into, and (2) in addition to the above in an amount not g ater than $100,000. Tc this effect, any proceeds of the Supple ent and any sums from time to time held in any City account hich will be used to make payments on the Supplement in excess f amounts which under then- applicable federal arbitrage regula ons may be invested without regard as to yield shall not be i ested at a yield in excess of the applicable yield restriction imposed by said arbitrage regulations on such investments fter taking into account any applicable "temporary periods" r"minor portion" made available under the federal arbitrage r gulations. In addition, the proceeds of the Supplement a d moneys used to make payments on the Supplement shall not b investe@ in obligations or deposits issued by, guaranteed by insured by the United States or any agency or instrumentalit thereof if and to the extent that such investment would cause e Supplement to be "federally guaranteed" within th meaning of Section 149(b) of the federal Internal Revenue Cod of 1986, as amended (the "Code"}. 7. No eneral Obli ation Pled e• Initial Appro�riation. T e Supplement is not a general obligation of the City but rather s payable from amounts to be annually appropriated, d the full faith, credit and taxing powers of the City shall no be and are not pledged. Payments on the Supplement a e due semiannually in arrears over its twenty-year term. No p yments are due on the Supplement in 1998, but the City here makes an initial appropriation for the portion of the Rent (as uch term is defined in the Lease-Purchase Agreement) accruin through December 31, 1998. 8. Records and Certificates. The officers of the City are hereby authorized and directed to prepare and £urnish to Che essor, and to the attorneys approving the legality of the S pZement, certified copies of aZl proceedings anc3 records of e City relating to the Supplement and to the financial 985522.2