89-311 `NHITE - C�TV CI.ERK COUIICII
PINK - FINAN�E G I TY O SA I NT PA U L
CANARV - DEPARTMENT �
BLUE - MAVOR File NO. � �'/
Co nc l Resolution �.X;:
�J;:
Presented By �-
Referred To Committee: Date
Out of Committee By Date
WHEREAS, the Council of the Ci'hy f Saint Paul has been advised by the Port Authority
of the City of Saint Paul ("Port Au�Fho ity") that the Port Authority has approved the
issuance of $1,440,000 in revenue bond by the Port Authorlty to finance the costs of
acquiring properties in the Rice Str�ee Urban Revitalization Action Program; and
WHEREAS, Nor-West Bank has agreed to purchase said revenue bonds; and
WHEREAS, the bonds will be refun ed once the Tax Increment District is approved by
the City of Saint Paul for the Rice S reet Urban Revitalization Action Program; and
WHEREAS, in the interim, revenue from the Port Authorlty�s Accumulated Revenue Fund
will pay the debt service on the bmnd ; and
WHEREAS, Laws of Minnesota 19�6, Chapter 234, as amended provides that any issue of
revenue bonds authorized by the Port uthority of the City of Saint Paul shall be issued
only with the consent of the City Cou cil of the City of Saint Paul by Resolution adopted
in accordance with law; and
WHEREAS, the Port Authority hi�s equested the City Council to give its requisite
consent pursuant to said law and fio f cilitate the issuance of said revenue bonds by the
Port Authority subJect to final appr al of the details of said issue by the Port
Authority; now, therefore, be it
RESOLVED, by th� Council of the City of Saint Paul , that in accordance with Laws of
Minnesota 197b, Chapter 234, as amen ed, the City Council hereby consents to the issuance
of the aforesaid revenue bonds for t e purposes described herein, the exact details of
which, including but not limited to, provisions relating to maturities, interest rates,
discount, redemptlon, and for the is uance of additional bonds as are to be determined by
the Port Authority, pursuant to Reso ution adopted by the Port Authority; and the City
Council hereby authorizes the issuan e of any additional bonds ( including refunding bonds)
by the Port Authority found by #he P rt Authority to be necessary to carry out the
purposes for which the aforesaid �on s are issued.
COUNCIL MEMBERS � Requested by De artment of:
Yeas Nays
Dimond
�� � In avor
Goswitz
Rettman 0 g
s�ne�net _ A ga n s t Y
Sonnen
Wilson
FE8 2 � 1 �� Form Appro by City Attorney
Adopted by Council: Date �
Certified Yass d y ncil Se e.� B '�+���
sy�
�' `% ?:�".�?? Appro d by Mayor for Sub ' sio to C,QJincil
A►pproved y Mav � -
g _ 8
�Ug{,� iv��tl - 41989
�,
St. Paul Port Authority DEPART ,EN � � +���
, N� 2203
Perry K. Feders CONTA
(612)224-5686 PHONE
February 13, 1989 DATE 1 Q��� Q�
ASSIGN NUMBER FOR ROUTING ORDER Cli All c tions for Si nature :
� Department Director I 3 Director of Management/Mayor ✓������
Finance and Managem nt Services Direct r � City Clerk
Budget Director � Council Research
2 City Attorney RE: $1 ,440,000 TAXABLE COMMERCIAL DEVELOP-
MNTNTE - URAP
WHAT WILL BE ACHIEVED BY TAKING ACTION ON H ATTACHED MATERIALS? (Purpose/
Rationale) :
The purpose of the financing is t p ovide 1-emporary funding for the cost of
acquisition and site improvements at the Rice Street URAP project.
I
COST/BENEFIT, BUDGETARY AND PERSONNEL IMP CT ANTICIPATED:
The Port Authority will issue a 1 , 40,000 Taxable Noi-e to be purchased by Norwest
Bank for a term of six months to o er the costs of acquisii-ion, relocation,
demolition, and other related de el pmeni- costs. The City Councii approved this
project by Resolution No. 88-155 o September 20, 1988.
FINANCING SOURCE AND BUDGET ACTIVITY NU ER CHARGED OR CREDITED: (Mayor's signa-
ture not re-
Total Amount of Transaction: quired if under
N/A $10,00Q)
Funding Source:
Activity Number:
ATTACHMENTS List and Number All Attach n s) :
I . Staff Memorandum
2. Draft City Counci I Resoluti n � �,:--�;' 4�! ,�,....,_ �
3. Port Authority Resolution N . 082
�_;,l ���t°r
cc: J : Shoho l m �L� � `' �`��`'�
DEPARTMENT REVIEW CITY ATTORNEY REVIEW
Yes No Council Resolution Requi d Resolution Required? X Yes No
Yes X No Insurance Required? Insurance Sufficient? X Yes No
Yes X No Insurance Attached: �
(SEE REVERSE ID FOR INSTRUCTIONS)
Revised 12/84
}
PORT ,3��
AUTHORITY `��
�
OF THE CITY OF ST. PAUL
• emorandum
TO: BOARD OF COMMISSIONERS DATE: Jan. 20, 1989
(MEETING JANUARY 24, 1989)
FROM: � �
, �
Perry K. Feders `
SUBJECT:
SALE OF $1 ,440,000 1270 NOT
RICE STREET URBAN REVITALIZ TION ACTION PROGRAM (URAP)
RESOLUTION NO.� 3082
At the October 3, 1988, Reg lar Meeting the Port Authority approved participa-
tion with Ctty of St. Paul in the Rice Street Urban Revitalization Action
Program (URAP Project) for total of $1,440,000. The City has informed staff
that they have utilized the proceeds from the $490,000 Urban Renewal Bonds for
acquisition of residential roperties.
Staff has completed negatta ions with Norwest Bank for a $1,440,000 Taxable
Note to be issued for a ter of up to six months at the Bank�s prime rate.
The Note wiil be used to fund the remaining budgeted costs on the proJect and
reimburse the Port Authori for any costs that have been incurred to date.
Staff is working with the ity to complete the Joint Powers Agreement which
will govern the Tax Increm nt District created for the project. Longer term
financing will be negotiat d once this Agreement is completed. This is ex-
pected to occur within the next month. City Council approval will be sought
immediately after Board ap roval of the Note.
Staff recommends approval f the above Resolution which authorizes the is-
suance .of the Note and on n interim basis, payment of expenditures from the
Property Sale and Rental F nd or Accumulated Net Revenues.
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FAX (612) 223-519�
PORT AUTHORITY OF THE CITY OF SAINT PAU TOLL FREE (800) 328-84"?
�'-` �� 1900 LANDMARK TOWERS • 345 ST. P ER STREET • ST, PAUL, MN 55102 • PHONE(612) 224-5635
February 13, 1989
Mr. Ken Johnson, Director
Planning and Economic Development Department
City of St. Paul
13th Fioor - City Hali Annex
St. Paul , Minnesota 55102
Re: $1,440,000 TAXABLE COMMERCI DEVELOPMENT NOTE
URBAN REVITALIZATION ACTION ROGRAM
Dear Mr. Johnson:
We submit herewith for your revie and referral to the office of the Mayor,
City Council and City Attorney's ffice detaiis pertaining to the issuance of
a $1,440,000 Taxabie Note to fina ce the acquisition and related development
costs for the Rice Street URAP ar a.
Both the Port Authority Commissi and the City Council have approved funding
for this project. The Note to be issued will be for a term of six months at
which time permanent financing wili be sought.
In addition to the staff inemorandum we are attaching a draft copy of the
proposed City Council Resolution and a copy of the Port Authority Resolution
No. 3082 which authorizes issuan e of the Note.
Your expeditious handiing of thi matter will be appreciated.
Yours truly,
�1� �
��G�y ��,Ct�'��-
Perry K. Feders
Assistant Executive
Vice President
PKF:sjs
cc: Mayor Latimer
EUGENE A.KRAUT,C ID.� PERRV K.�EC`.�RS,C P,4. JOH�A.CAMPOBASSO.�i D� JAMES F.FAUE.CJD� �AF.'��_ !- _._ - _ ��
=rE.,., �E J'�Cc P'?ESIGEf�i.C.E.O �,��� _. ., ,_� , �_, C-- DiRe� . J.�iiST�;N.�i,�._ ':iF'.:' .,_�� � r -.__, ..-���•��,� _�.;. -_._ . . _ . .. .
LAWRENCE H LANGER,P.E 2iCHARD A-GIERGAL PAT41C�(� DEAN, ?A. RC6ERT A-"SI"ET.CPA. KAP1r•20N L.CARLS(.�,N.�'A .-_- � - - . - .
CNIEFEVGINEER � �f Upc,^. ....���' ='���A'.� )��RK7 7a AS�' a.�._�� �"._ _�rJ..• .:.A�.v�_ .. _ . .
COMMISSIONERS GEORGE W`1JINTER WILLIAM R PET5250"�� i1� �-VA�dD h1 GJiH�9AfvN !E.A':M SVESi VI�TOR F Rcln,4 Av1ES a:,.�ci8__ ___� __ ,_
PRES1DEh' - __�_.. SfC'2�`A�� aSS ..._ :.. £C�occ ; "._.._._ -. - - . .
�C I,D CER IFlFG iNn�ISiRIA�DE'iEl 4PER
' PORT
'� AUTHORITY � �-31 �
OF THE CITY OF ST. P/1UL �
� emorandum
TO: BOARD OF COMMISSIONERS DATE: Jan. 20, 1989
(MEETING JANUARY 24, 1989)
FROM: � �
, ,�d�"
Perry K. Feders �
�
SUBJECT:
SALE OF �1 ,440,000 1270 NOTE
RICE STREET URBAN REVITALIZA ION ACTION PROGRAM (URAP)
RESOLUTION N0.� 3082
At the October 3, 1988, Regu ar Meeting the Port Authority approved participa-
tion with City of St. Paul i the Rice Street Urban Revitalization Action
Program (URAP Project) for a total of �1,440,000. The City has informed staff
that they have utilized the roceeds from the $490,000 Urban Renewal Bonds for
acquisition of residential p operties.
Staff has completed negotia ions with Norwest Bank for a $1,440,000 Taxable
Note to be issued for a ter of up to six months at the Bank�s prime rate.
The Note will be used to fu d the remaining budgeted costs on the proJect and
reimburse the Port Authorit for any costs that have been incurred to date.
Staff is working with the C ty to complete the Joint Powers Agreement which
will govern the Tax Increme t District created for the project. Longer term
financing will be negotiate once this Agreement is completed. This is ex-
pected to occur within the ext month. City Council approval will be sought
immediately after Board app oval of the Note.
Staff recommends approval o the above Resolution which authorizes the is-
suance of the Note and on a interim basis, payment of expenditures from the
Property Sale and Rental Fu d or Accumulated Net Revenues.
sJs
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TABL OF CONTENTS
Page
ARTICLE ONE - DEFINITIONS, LEGAL AUTHORIZATION
AND FINDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1-1 . Defini ions . . . . . . . . . . . . . . . . . . . . . . 1
Section 1-2 . Exhibi s . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1-3 . Legal uthorization . . . . . . . . . . . . . . 2
Section 1-4 . Findin s . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE TWO - THE NOTE AND LOAN AGREEMENTS. . . . . . . . . . . . 3
Section 2-1 . Author' zed Amount and Form
ofNot . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 2-2 . The No e . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 2-3 . ExeCUtion . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2-4 . Owners ip of the Note . . . . . . . . . . . . 4
Section 2-5 . Limit tion on Note Transfers . . . . . 4
ARTICLE THREE - NOTE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 3-1. Note und . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 3-2 . Advan es Prior to Issuance. . . . . . . . 5
ARTICLE FOUR - PREPAYMENT OF NOTE BEFORE MATURITY. . . . . 5
ARTICLE FIVE - MISCELLAN OUS . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 5-1 . Sever bility . . . . . . . . . . . . . . . . . . . . . 5
Section 5-2 . Limit tion of Liability . . . . . . . . . . 5
Section 5-3 . Authe tication of Transcript . . . . . 6
Section 5-4 . Regis ration of Note Resolution . . 6
Section 5-5 . Appro al of Lender . . . . . . . . . . . . . . . 6
Section 5-6 . Auth rization to Execute Loan
Agre ent and Incidental
Docuents . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 5-7 . City Council Approval . . . . . . . . . . . . 6
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
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NOTE RESOLUTION
BE IT RESOLVED by the P rt Authority of the City of Saint
Paul as follows:
AR ICLE ONE
DEFINITIONS, LEGAL UTHORIZATION AND FINDINGS
1-1 . Definitions . All terms used in Special
Resolution No. 1270 shall h e the same meanings when used
herein as assigned them in S ecial Resolution No. 1270 unless
the context or use thereof ' ndicate another or different
meaning or intent . In addi ion, the terms hereinafter set
forth shall have the follow'ng meaning unless the context or
use thereof shall require o herwise:
Act: Minnesota Statut s, Chapter 469 . 001 through 469 . 068
and all amendments and supp ements thereto;
Business Day: any day other than a Saturday, Sunday,
legal holiday or a day on w ich banking institutions in the
City are authorized by law r executive order to close;
City: the City of Sai t Paul, Minnesota, its successors
and assigns;
Lender: Norwest Bank innesota, National Association, a
national banking associatio located in Minneapolis,
Minnesota, its successors a d assigns;
Loan Agreement: the T rm Loan Agreement by and between
the AUTHORITY and the Lende providing for the loan of the
proceeds of the Note to the AUTHORITY, and the repayment
thereof, including any amen ents_ or supplements thereto made
in accordance with its prov' sions .
Note: the Port Author' ty of the City of Saint Paul
$1,440,000 Taxable Commerci 1 Development Revenue Note, Series
1989-1 (Urban RevitaliGatio Action Program Project) , to be
issued by the AUTHORITY pur uant to the Note Resolution and
this Loan Agreement;
Note Fund: the Note F nd established pursuant to Section
3-1 hereof from which the A THORITY shall disburse sums to
make payment of principal a d interest on the Note to the
Lender;
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Note Resolution: this Resolution of the AUTHORITY
adopted January 24 , 1989, ogether with any supplement or
amendment thereto, pursuan to which the Notes are authorized
to be issued;
Project Revenues : re enues derived from the Project.
Project: the acquisi ion of approximately 17 acres of
land in the Rice/Sycamore/ ylvan/Acker area of the City of
Saint Paul lying north of mpire Builder Industrial Park and
the redevelopment of such and for light industrial use;
S ecial Resolution No. 1270 : Special Resolution No.
1270, initially adopted by the AUTHORITY on November 1, 1977
as from time to time amend d;
All references in thi instrument to designated "Arti-
cles, " "Sections " and oth r subdivisions are to the designated
Articles, Sections and su divisions of this instrument. The
words "herein, " "hereof" nd "hereunder" and other words of
similar import refer to t is Resolution as a whole and not to
any particular Article, S ction or subdivision.
1-2 . Exhibits . The following Exhibits are attached
to and by reference made part of this Note Resolution:
Exhibit A: For of Loan Agreement.
1-3 . Le al Aut orization. The AUTHORITY is a body
corporate and politic org nized and existing, and is a rede-
velopment agency within t e meaning of Minnesota Statutes,
Chapter 469, as amended, nd is authorized under said law to
issue and sell the Note f r the purposes, in the manner and
upon the terms and conditions set forth in the said Chapter
469 and this Note Resolu ion.
1-4 . Findings . The AUTHORITY has heretofore
determined, and does her by determine, as follows :
( 1) it is desirabl , feasible and consistent with the
objects and purposes of he Act to issue the Note for the
purpose of providing fin ncing for the costs of the Project;
( 2) the Note and t e interest thereon cioes not
constitute an indebtedne s of the AUTHORITY or the City of
Saint Paul within the me ning of any constitutional or
statutory limitation and do not constitute or give rise to a
2
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pecuniary liability of the AUTHORITY or the City or a charge
against their general cred t or taxing powers and neither the
full faith and credit nor he taxing powers of the AUTHORITY
or the City is pledged for the payment of the Note or interest
thereon;
( 3 ) the interest on he Note is to be taxable;
(4 ) the Note herein uthorized is issued under and
secured by Special Resolution No. 1270, incorporated herein by
reference and made a part hereof, and the Note shall
constitute a "Special Rev nue Bond" as therein defined; and
( 5 ) the estimated c llection of Special Net Revenues
derived from existing Fac ' lities, including the Project (and
any tax increments or oth r unencumbered sums pledged to the
payment of Special Revenu Bonds under Section 5-2 ( 4 ) of
Special Resolution No. 12 0 ) will exceed the amount needed to
pay when due (a) the annu 1 principal (after taking into
account any mandatory red mption schedule) , except principal
to become due on Bond Ant cipation Notes or Short Term Bonds
or principal to become du on the Note after the maturity date
of all outstanding Specia Revenue Bonds, and (b) interest
secured by such pledged s ms to become due on all outstanding
Special Revenue Bonds an the Note.
ARTICLS TiiTO
THE NOT AND LOAN AGREEMENT
2-1 . Authoriz d Amount and Form of Note. The Note
issued pursuant to thi:s ote Resolution shall be in
substantially the form a tached as Exhibit A, to the Loan
Agreement attached he�et as Exhibit A, with such appropriate
variations, omissions an insertions as are permitted or
required by this Note Re olution, and in accordance with the
further provisions he*eo ; and the total principal amount of
the Note that may be out tanding hereunder is expressly
limited to no more than $1,440, 000 unless duplicate Notes are
issued under Section 2- hereof .
2-2 . The NQt . The Note shall be dated the date on
which it is delivered t the Lender and (a) shall be payable
at the times and in the manner, (b) shall bear interest at the
rates , and (c) shall be subject to such other terms and condi-
tions as are set forth herein, and in the Loan Agreement.
3
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2-3 . Execution. The Note shall be executed on
behalf of the AUTHORITY by the manual siqnatures of the Presi-
dent and Secretary of the UTHORITY and shall be sealed with
the seal of the AUTHORITY. In the event of the disability or
resignation or other absen e of either such officer, the Note
may be signed by the manua signature of that officer who,
under the bylaws of the AU HORITY, may act in behalf of such
absent or disabled officer In case any officer whose signa-
ture shall appear on the N te shall cease to be such officer
before delivery of the Not , such signature shall neverthe-
less be valid and sufficie t for all purposes, the same as if
he had remained in office ntil delivery.
2-4 . Ownershi f the Note. The AUTHORITY may deem
and treat the Holder of th Note, whether or not such Note
shall be overdue, as the a solute owner of such Note for the
purpose of receiving payme t thereof and for all other
purposes whatsoever, and t e AUTHORITY shall not be affected
by any notice to the contr ry.
2-5 . Limitation on Note Transfers .
The Note has bee issued without registration under
state or other securities laws, pursuant to an exemption for
such issuance; and accord'ngly the Note may not be assigned or
transferred in whole or p rt, nor may a participation interest
in the Note be given purs ant to any participation agreement,
except in accordance with applicable registration requirements
or an applicable exemptio from such registration
requirements .
TICLE TIiREE
NOTE FUND
3-1. Note Fund
( 1) The AUTHORITY h reby establishes in the Bond Fund a
special separate Note Fun for the Note and covenants to
disburse sums from such N te Fund only to make payments to the
Lender on account of the ote, all as provided in the Loan
Agreement.
( 2 ) The AUTHORITY h reby pledges to the payment of the
Note, and covenants that it shall make monthly deposits into
4
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the Note Fund of, Project R venues derived from the Project in
an amount necessary to make any payments to come due on the
Note in the next succeeding month;
( 3 ) Any interest earn d on sums held in the Note Fund
shall inure to the benefit f the AUTHORITY and may be used by
the AUTHORITY for any prope corporate purpose.
3-2 . Advances Prior to Issuance. The staff of the
AUTHORITY is hereby authorized and directed to use funds from
the Property Sale and Rental Fund of the AUTHORITY or, if
necessary, the Accumulated et Revenue Fund, on an interim
basis to pay for the costs f the Project, and to reimburse
the Property Sale and Rent 1 Fund or Accumulated Net Revenues
Fund, as appropriate, from proceeds of the Note for the
amounts advanced therefrom.
TICLE FOUR
PREPAYMENT O NOTE BSFORE MATURITY
The Note may be repaid in accordance with its
provisions and the provisi ns of the Loan Agreement.
TICLE FIVE
MI CELLANBOUS
5-1 . Severabili If any provision of this Note
Resolution shall be held o deemed to be or shall, in fact, be
inoperative or unenforceab e as applied in any particular case
in any jurisdiction or jur sdictions or in all jurisdictions
or in all cases because it conflicts with any provisions of
any constitution or statut or rule or public policy, or for
any other reason, such cir umstances shall not have the effect
of rendering the provision in question inoperative or unen-
forceable in any other cas or circumstance, or of rendPring
any other provision or pro isions herein contained invalid,
inoperative or unenforceab e to any extent whatsoever and
shall not affect the remai ing portions of this Note Resolu-
tion or any part thereof.
5-2 . Limitation of Liabilit . To the extent
permitted by law, no provi ion, covenant nor agreement con-
5
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tained in this Note Resolution shall give rise to or impose
upon the City or the AUTH RITY or any of its officers, employ-
ees or agents any pecunia liability.
5-3 . Authentic tion of Transcri t. The officers of
the AUTHORITY are directe to furnish to the attorneys approv-
ing the legality thereof, certified copies of this Note
Resolution and all docume ts referred to herein, and
affidavits or certificate as to all other matters which are
reasonably necessary to e idence the validity of the Note.
All such certified copies certificates and affidavits,
including any heretofore urnished, shall constitute recitals
of the AUTHORITY as to th correctness of all statements
contained therein.
5-4 . Re istrat on of Note Resolution. The
Secretary of the AUTHORIT is authorized and directed to cause
a copy of this Note Resol tion to be filed with the County
Auditor of Ramsey County, and to obtain from said County
Auditor a certificate tha the issue of the Note hereunder has
been duly entered upon hi note register.
5-5 . A roval f Lender. The Lender has examined
and given its approval to this Note Resolution and all terms
hereof and the Lender app oves the purchase of the Note as
provided for herein for t e price and terms set forth herein.
5-6 . Authoriza ion to Execute Loan A reement and
Incidental Documents . T Loan Agreement is hereby approved
in substantially the for attached hereto as Exhibit A; and
the President and Secret ry of the AUTHORITY are authorized to
execute the same (and al other agreements r-equired therein or
in this Note Resolution) in the name of and on behalf of the
AUTHORITY and such other documents as Bond Counsel or
Independent Counsel cons 'der appropriate for Note Closing. In
the event of the disabil 'ty or the resignation or other
absence of the President or Secretary of the AUTHORITY, such
other officers of the AU HORITY who may act in their behalf
shall without further ac or authorization of the AUTHORITY do
all things and execute a 1 instruments and documents required
to be done or to be exec ted by such absent or disabled
officials .
5-7 Cit Council A roval . In order to facilitate
completion of the financ ng contemplated herein, the City
Council of the City of S . Paul is hereby requested to
consent, pursuant to law of Minnesota, 1976, Chapter 234 , to
the issuance of the Note and any additional bonds or notes
6
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which the Port Authority ma prior to issuance or from time to
time thereafter deem necess ry to complete the project or to
refund the Note, and for su h purpose the Executive Vice
President of the Port Autho ity is hereby authorized and
directed to forward to the ity Council copies of this
resolution and any addition 1 available information the City
Council may request .
,
ADOPTED: January 24 , 1989 .;
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Pr t f the Port Authority
f the f�ity of Saint Paul
AttesL- :
- ,_ - � : .._ ._ - -
Secretary
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1/20/89
TERM LOAN AGREEMENT
(Urban Revit lization Action Program)
Dated as f , 1989
The PORT AUTHORI OF THE CITY OF SAINT PAUL, a body
corporate and politic (the "Authority") and NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, a na ional banking association (the "Bank") ,
agree as follows:
ARTICLE T
efinitions
Section 1 . 01 Definitions. For all purposes of this
Agreement, er,cept as other ise expressly provided or unless the
context otherwise requires: �
(a) the terms defined in this Article have the mean-
ings assigned to them ' n this Article, and include the
plural as well as the ingular; and
(b) all accounti g terms not otherwise defined herein
have the meanings assi ned to them in accordance with
generally accepted acc unting principles.
"Accumulated Net evenues" has the meaning given that
term in Special Resolution o. 1270 .
"Advance" means a advance of principal of the Loan by
the Bank pursuant to Sectio 2 .01 hereof.
"Authorizing Reso ution" means Note Resolution No.
adopted January 24 , 1989 by the Authority authorizing issuance of
the Note and the sale there f to the Bank.
"Business Day" me ns a day on which banks are generally
open for business in Minnea olis, Minnesota.
"Floating Rate" m ans an annual rate equal to the rate
of interest publicly announ ed from time to time by the Bank as
its "prime rate" or any sim' lar successor rate, which rate shall
change when and as that pri e rate or successor rate changes.
"Loan" means the urchase of the Note by the Bank from
the Authority, such purchas to be effected by the Bank' s making
of Advances to the Authorit from time to time pursuant to
Section 2 . 01 hereof.
"Loan Documents" eans this Agreement, the Note, the
Authorizing Resolution, and all other documents and certificates
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executed by the Authority a d delivered to the Bank in connection
with the Loan.
"Maturity Date" m ans July 31 , 1989 , being the date on
which all advanced and outs anding principal of the Note shall be
due and payable in full.
"Note" means the uthority' s Taxable Commercial Develop-
ment Revenue Note , Series 1 89-1 (Urban Revitalization Action
Program) of even date herew' th issued to and payable to the order
of the Bank in the original principal amount of $1 ,440 ,000 , in
substant�ally the form atta hed hereto as Exhibit A.
"Project" means a proximately 17 acres of land in the
Rice/Sycamore/Sylvan/Acker rea of the City of Saint Paul lying
north of Empire Builder Iri strial Park and the redevelopment of
such land for light indust ial use, whether such land is owned,
leased, financed, held, op rated or used in any manner by the
Authority.
"Project Rever_ue " has the meaning given that term in
Special Resolution No. 127 . �
"Reimbursement P oceeds" means (i) any reimbursements
the Authority receives for costs incurred by the Authority in
connection with the Projec under any agreement with The Housing
and Redevelopment Authorit of the City of Saint Paul, Minnesota,
whether or not such reinbu sements are derived `rom tax
increments arising from th Project, and (ii) the proceeds of any
bonds issued by the City o Saint Paul, The Housing and
Redevelopment Authority of the City of Saint Paul, i�?innesota, or
the Authority to reimburse the Authority for such costs and
secured in whole or part b a pledge of tax increments derived
from the Project. �
"Special Project Revenues" means all Project Revenues ,
as defined in Special Reso ution No. 1270 , received by the
Authority from ar with res ect to the Project.
"Special Resolut ' on No. 1270" means the Special Resolution
No. 1270 initially adopted November 1 , 1977 by the Authority, as
amended by Resolutions Nos. 1276 , 13Q4 , 1583 , 1907 , and 2885 , and
as further amended from ti e to time in accordance with its
terms.
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AR ICLE II
Terms of the Loan
Section 2 .01 Makin the Advances. The Bank agrees, on
the terms and conditions here ' nafter set forth, to make the Loan
to the Authority by making Ad ances from time to time to the
Authorit�y as folloo�s:
( a) Rectuest for Ad aiice. 4dhztlever tlie P.uthority
desires to obtain an Hd�� nce hereutider, �rtiich sha11 be no
more ofteti than t:aice pe cnonth, t�ie Authority shall subtnit
to the Bank a written re uest, duly executed on behalf of
the Al.tthorit� an�l settin forth the following information:
( i ) a statement certiiyi g that no Event of Default or event
which, but for the p�ssii g of time or the cJivitig of notice
or both, �aould he an Eve t of Default has occurred and is
continuing; ( ii ) a state. ent certifyiilg the proposed use of
each Advance; anrl ( iii ) statement certifying that all
proceeds of the immediat ly precedin� Advance have beeil
applied to�:;ard palment o costs of acquiring and
redeveloping the Pi•oject as conteinplated by tlle request f_or
Advance sub�itted �aith r spect thereto. Tlie iiiitial �avance
hereunder shall a� in th amount of $1CO,OCO a:�d each
subseqtient Advance shall be in aii amount tiot less tiian
$100, 000. Each request hall be subnlitted at Least one
business day betore the ate an Advance is desired. Each
request for an P.dvance li reunder shall constitute a
representation and warrat ty by the A.utlloLity that all
representations and warr nties set forth in Article III are
true and correct as of tle date of such request.
(b) The Tlote . All Advances to �he .�.UrilOrlti/ shall be
evider,ced by the Note, s a11 k�e repayable in a si.zgla
installment oii the Matur' ty Date (unless aizy suc�i Advance
stiall become subject to andatory redemption aiid prepayment
pursuant to Sections 4.0 or 5 . 02 hereof) and s�ia11 bear
interest and be payable s set forth herein and in the Dlote.
Th� Note shall not const tute a revolving note and, once
made, an Advance hereund r sha11 reduce the aggregate amount
which the Bank may, in i s discretion, make available to the
Authority hereunder, whe her or not any sucli Advance is
thereafter repaid.
Section 2 .02 Inter st. The principal balance of the
Note from time to time outsta diilg shall bear interest from the
date hereof until paid in ful at the Floating Rate.
Section 2 .03 VOLtIIl ary_Prepayment. The Authority may,
upon one Business Day' s notic to the Bank, prepay the Note in
whole at any time or from tim to time in part. No penalty or.
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premium shall be payable wi h respect to prepayment of the Note
in whole or in part.
Section 2 . 04 Com utation of Interest. Interest under
the Note shall be computed n the basis of actual number of days
elapsed and a year of 360 d ys.
Section 2 . 05 Pa ent. All payments of principal of
and interest under the Note shall be made to the Bank in immediately
available funds. The Autho ity hereby authorizes the Bank to
charge against the Authorit ' s demand deposit account with the
Bank an amount equal to the accrued interest from time to time
due and payable to the Bank under the Note or hereunder.
Section 2 . 06 Pav ent on Non-Business Da s. Whenever
any payment to be made here nder or under the Note shall be
stated to be due on a Satur a��, Sunday or other day wnich is not
a Business Day, such pa��men may be made on the ne:ct succeeding
Business Day, ana such exte sion of time shall in such case be
included in the computation of payment of interest on the Note.
Section � . 07 L'se o� Proceeds. The proceeds of each
Advance shall be used by th yuthority for the acquisition and
redevelopment or tize Projec iIl the manner ai;d for the specific
purposes described by the A thority in its request for an Advance
made pursuant to Section 2 . 1 hereot. Notwithstanding anything
herein or in Section 2 . 01 t the cor.trary, the Authority covenants
and agrees tnat proceeds of Advances will not be used i�y the
Authority �cr payment o� ir. erest on the Note.
RTICLE III
Re resenta ions and Warranties
The Authority rep esents and warrants to the Bank as
follows:
Section 3 . 01 Le 1 Existence and Power. The Authority
is a body corperate ar.d pol ' tic and is duly and validly organized
and existing as a redevelop ent agency within the meaning of
Minnesota Statutes , Chapter 469 , as amended, and is authorized
under such Chapter 469 to i sue and sell the Note and to obtain
the Loan evidenced thereby rom the Bank in accordance with the
Authorizing Resolution, S�e ial Resolution No. 1270 ar.d this
Agreement. '
Section 3. 02 Aut orization of Borrowin ; No Conflict
as to Law or Agreements. T e adoption of the Authorizing Resolution
and Special Resolution No. 270 and the execution, delivery and
performance by the Authorit1 of the Loan Documents and the
issuance of the Note by the Authority is pursuant to and in
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accordance with the Constitu ion and the laws of the State of
6linnesota, including without limitation Chapter 409, f�finnesota
Statutes, and have been duly authorized by all necessary action
on the part of the Authority and do and will not ( i ) require any
additional authorization, co sent or approval by the City of
Saint Paul or any other gove nmental department, commission,
board, bureau, a��ency or ins rL:mentality, domestic or forei.gn,
whicYi has not k�een obtairzed y the Attthority as of tt1F, date
hereof, ( ii ) violata any pro ision of ��4iiinesota Statutes,
Chapter 469, or any ottier 1a , ru1e, regulation or outstanding
resolution oF the Aathori�y r of any order, writ, injunction or
decree presently in effect h ving applicability to the Authority
or of the organizational doctmetzts of the Au�lzority or ( iii ) result
in a breach of or constitute a default under any indenture or
loan or credit agreement or ny other agreement, lease or instrument
to which the Authority is a aL•ty or by c•�llich it or its �roperties
may be bound or affected.
Section 3 . 03 LecJal Agreeraeni.s. ThiS ACJL'?el?l?Ilt and the
Note have been duly and valic ly e.{ectited ai.d de].i�ered on behalf
of the Authority and constit te t.�n 1ey�a1 , -�alid and binditlg
special obl.igations of the P_LthoL�ity, 1: !nited to t�:e e;�tent and
in the manner set forth in tr� P.Lltil0l'1Z1I1�J RPS�l�.�tioii aiid 7JPClc"�1
Resolution No. 1270, enforcea 1e against tils c'�.LLt:ilOL'1tI! in a�:cordai:ce
with their respective terms; rovi.ded liowever, �.:�iat t�12 Bank
acknowledges ar.d agrees that tiie �1ote and tlle iiiterest thereon do
not constitute an indebtedness of the Authority or tiZe City of
Saint Paul within the meaning of any constitutiotzal or statutorl
iimitations and do not con�titute or give rise to � pecuniary
liability of the P.uthority or t�le Cit� or a charge agaiilst thair
general credit or taxinc1 po�f:ers and .�eitl:eL the ru11 faith and
credit nor the taxing po�::ers f �:.1� Autr,oiity or rhe Ci�y is
pledged for the payinent of th �1cte or i:Ztarest t'..�reozi;
Section 3 . 04 P1edc; of Revenues under Special Rn:olutioTi
No. 1270. The i�Iote constitut s a "Special Reveizue Bond" wit�iin
the meaning of Special Resolu -ion `;o . 1270 and, as a result
thereof, is entitled to all b :�efits, pledges c"�I1C3. security
interests granted by the �uth rity to �zolders of Special Revenue
Bonds under Special Resolutio No . 1270, iizcluding without
limitation the pledge to the ayment thereof of Project Reveiiues,
Special Project Revenues and _ccumulated rlet Revenues pursuant to
Section 4-4 thereof. By aciop ion of the Authorizing Resolution
and issuance of the Note purs ani, thereto, the Project Revenues,
Special Project Revenues and ccumulated Net Fevenues are therebl
irrevocably pledged, and a li n thereon and a security interest
therein, is granted to the Ba k to secure payment of the IVote to
the extent and in the manner rovided in the Authorizing Resolution
and Special Resolution No. 12 0; provided that Accumulated Diet
Revenues shall not be availab e for payment of the P�Iote tinless
and until such tllil° as there re insufficient funda in the Note
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Fund created pursuant to the Au horizing Resolution (the "Note
Fund" ) to pay principal of and ' nterest on the Note when due; and
further provided that any Speci 1 Project Revenues not required
by the Authorizing Resolution t be held in the Note Fund shall
be automatically released of said lien and security interest,
except and to the extent that e Special Project Revenues become
a part of Accu�;;ulated rlet Reve es and are sttbject to the pledge
of Accum.ulated D;et Revenues as providecl herein.
Section 3 . 05 Financ ' a1 Conditien. The Authority has
heretofore furnished the follo ing financial stateinents to the
Bank: '�ear-end audit covering tlie year ended December 31, 1987
and the November 30, 1988 inte im uilaudited report. Those
financial statements fairly pr sent the financial condition of
the Authority on the dates the eof and the re�ults ot it�
operations for the periods the er_ded, and �r�ere prepared in
accordance :aith generally acce� ted acccuiitir.g principles .
SectlOIl "3 . OG Advers Ci:c1I1�J2. 1}7@t� n�.s baen ��o
material adverse char.qe in tlie bu�inesa, nroperties or c�;?:dition
( financial or otherwi.�e) of ti1 .=�ut}zori ty si.cice the c,ar.� of rhe
latest financial statemer:t ret r��d L-o in S�.ct�ozz 3 . G5 .
Section 3 . 07 Litiga ion. Ti:ere are �io aCL10Ila� suits
or proceedings pending or, �o he knowleilge of tne rL1t�lUY'lti/,
threatened a�ainst or affectin �lie .�.ut.iority or the pro�erties
of the Aut?.iority bePore any co rt or governmetZtal depart;:lent,
commission, bolyd, bureau, age cy or iilstrumecitality, domestic or
foreign, which, if dateLmined dvarsely to the �uthority, ��ould
have a material adverse effect oii t.::e financial COI7C�ltlOI1,
nroperties, or operatioiis of t1e �uthority.
Section 3 . 08 Tax I. cr:'1ilZllt`.S . li.� Project has been
designated as a special tax ii•cre�:lent fir.anciiZg district pur�L�ant
to P�Iinnesota Statutes, Sectio -�09 . 177 atid, by anpropriate and
lawful action on behalf of th Atithority. �11 Reimburseir:eizt
Proceeds shall be applied tow rds repaymeiit of the Dlote, provided
that nothing in this Section hall be con�trued or applied as a
pledge of any tax increments erived frem the Project and the tax
increment financing district f which the Project is a part,
within the meaning of Minneso a Statutes, 5ection 469. 178,
subdivision 1 .
AR ICLE IV
Affirmative Cove ants of the Authorit
So long as the Note shall remain unpaid, the Authority
will comply with the followin requirements, unless the Bank
shall otherwise consent in wr' ting:
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Section 4. 01 Fi ancial Statements . The Authority will
deliver to the Bank:
( a) as soon as vailable, and in any event within
120 days after the en of each fiscal year of the Authority,
a copy of the arinual udit report of the Authority, ��rhich
annual report shall i clude the balance sheet of the �uthority
as at the F�nd of sucn fiscal year anci tlie related stat�:?:lents
of operations, capita , sources and uses of casli and
investnents of the Au hority ior tr.e fiscal �ear tr.en eilded,
all in reasonable det il and all prepared in accordance �.�ith
generall1 acceptad ac ounting principles applied on a basis
consistent with tr.e a counting practices applied in the
annual fi.�ancial scat ments referred to in Section 3 . 05
(except for chanqes i wtiich such accountants concur) , a:lzich
annual report shall b accompanied by the opinion of
independent certified public accouiitants of recognized
national standing ae1 cted by the Authority .^tating that its
examinatioil of the Au hority' s books, recorcls and accounts
in connection with su h anntial audit :aas made in accordance
with generally accept d aLiditing standards and accor•dingly
included such tests o Lhe accounting records utl-.:1 such other
auditing procedures as were considered ziecessary Litld�r the
circucnstances; and
(b) as soon as available and in any event wittiin
25 days after the en of each month, an unaudited balance
sheet and schedule o fund balances of the Authority as at
t�le end of such mont , and a statement of operations for the
period then ended in reasonable detail, all prepared itl
accordance c�ith gene a11y accepted accounting principles
applied on a basis c r.sisteilt with t�1e accounting ;�r�ctices
reflected in the ann a1 financial statements referred to in
Section 3 .05, witlz t e exception of the recordincf of customary
payables and accrual , subject to year-eiid audit adjustn;ents;
and, each third mont ' s report s�iall be accompanied by a
certificate of the c ief fitlancial officer stating tnat such
financial statements have been prepared in accordance with
generally accepted a counting principles applied on a basis
consistent with the ccounting practices reflected in the
annual financial sta ements referred to in Section 3 . 05; and
(c) such other information respecting the financial
condition and r�=��ult of oparations of the Authority or the
Project as the �;ank ay from time to time reasonably
request.
Section 4. 02 B oks and Records; Ins ection and
Examination. The Authority will keep accurate books of record
and �ccount for itself i which true and complete entries will be
made iii accordance with �enerally accepted accounting principles
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cozlsistently anplied aiid, upon equest of the Bank, caill give any
representative of the Bank acce s to, and permit such representa-
tive to examine, cooy or �ake e tracts from, any and a11 books,
records ar.d documents in its po session, to inspect any of its
properties and to discuss its a fairs, finances and accounts with
any of its prii:cipal officers, 11 at such times during r_ormal
Uttsiness l�ours =�nd �s often as he Bank may reasonably i�equest.
Section ^. �3 Pt•oject R�venues. To t,ze extent not
otll�rwise acco:noLisiied by issu�, ce of t.tie i;ote puisuant to
Special F'.esolution P�;o. 1270, th Futhorii:y he�'eby gratits to �he
Bank a sectirity interest in, ari hereby irre�✓ocably pl�dges to
the Eank, Special Project Reven ies, Project Revenues �nd :�ccur,lulafied
Net Revenu�.�, inclu;ling a11 earnings tilereon, to the �xtent
contemplated by, and subject t tiie li��itatiotzs set tor*�i iti,
Special Resolution �Io . 1270, t secu�e nayme:it ot tlle ��ii7cinal
of and interest oii the �?ote an a11 oth�r :tilOLlllts c��ilicn ;�,ay
become ciue and payabLa to the aiik unc�er tllis �,�rree�nent. "'il°
Authority will apply Special P eject Re��e:ivas to ti.e payi;,r�nt of
principal of and int���-est due n the r;ote, ancl �ri11 :i•�po�it �uch
Special Project R.evenues montli y i�lto t!:e :;o�e �L1I1C� (defin�d iil
the Authorizing Resoltition) in an amoutic :lace:�sary to �la}:e :=,uch
paytnents. To the extent that ' roject Reveiiues are noL ,�utiicient
to malte pay�nents due ozZ the vo e or oti�ercrise �121U�L' this �;greement,
at the time that ;uch payments are dtie, or i� =oi �Il� o�i:er
reason amounts on deposit in t .e D1ote Ft:nd are i:isuitici�tit to
make payments due on the Dlote r other•,�ise under tliis :�greement,
the Authority <:grees to transf r funds to tl:e `io�e L'ui:d f�:o,n its
Accumulated r;et Revenues Fund ' n amounLS, anci at tir.�es, sutficient
to make payments due on t�ie No e or otherwi se under t:li s Agreeme,it,
all as more specifically provi ed in, ai:d subject to the limitations
of, Special Resolution No. 1270 aizd tne �utl�orizing ResaLuticn.
Section 4. 04 P-lailcla or� Prebavment; c"�pq11C�t�on oi rlet
Proceeds. Upon any sale or r financinq of the Project, tize c;ote
shall be subject to automatic redemption aiid prepaycnent, �,�ithout
notice to or demand on the Au hority, in an amount equal to the
Net Proceeds (as dePined in S ecial Resolution i�1o. 12?0) available
upon such sale or refinancing less that portion, if any, of the
Net Proceeds not allocable to the Note as nrovided in Section 2-4
of Special Resolution No. 127 . Notwithstanding any provision of
Section 5-3 (6) of Special Res lution No . 1270 to the contrary,
rlet Proceeds derived by thQ A thority from the sale or refinancing
of the Project ( including the issuance of tax increment bonds
with respect thereto) less th t portion, if any, of the Dlet
Proceeds not allocable to the Note as providecl in Section 2-4 of
Special Resolution No. 1270 s all be deposited in a separate
account in the Reserve Fund (defined in Special Resolution
rlo . 1270) , and shall be imme iately applied to the redemption and
prepayment of the Note.
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Section 4 .05 Tax ncrement Financin Takeout. The
Authority agrees to exercise its best efforts to secure tax
increment financing of the P oject, from any and all tax
increments to be derived fro the Project, ar.d for that purpose
the Authority hereby irrevoc bly pledges and qrar.ts the Bank a
security interest in all Rei bursement Proceeds , including the
proceeds of all bonds issued by the Authority in reliance on the
availability of tax incremen s to be derived from the Project and
the tax increment financing istrict of which the Project is a
part; and all Reimbursement roceeds , including the proceeds of
such bonds issued by the Aut ority, shall be applied to the early
redemption and prepayment in full of the Note in accordance with
Setion 4 .04 hereof; provided in no event shall this Section be
construed or applied as a pl dge of tax increments derived from
the Proiect and the tax incr r�ent rinar.cir,g district of which the
Project� is a part, within th meanina o� Minnesota Statutes,
Section 469 . 178 , subdivision 1 .
Section 4 . 06 Comp iance with Laws. The Authority will
comply with the requirements ot applicable laws and regulations,
the non-compliance with wnic would materiaiiy and adversely
affect its business or its f ' nancial condition.
Section 4 . 07 Pres rvation o� Le al Existence. The
Authority will preserve and aintain its legal existence and all
of its rights, privileges an �ranchises unaer appl.icable Minnesota
Zaw.
`-_RTICLE V
Events of Default , Ri hts and Remedies
Section 5 . 01 �ven s o� �etault. "Event of Default" ,
wherever used herein, r.:ear.s ny one of the followi::g events:
(a) Default in th payment o� any pr�ncipal cf or
interest on the Note :vh n the same become due and payable
and the continuance bf such default �or a period of three
(3j Business Days a:ter there has been gi��en, by dclivery of
first class mail to the Authority by the Bank, a written
notice specifying such efault and requiring it to be
remedied; or
(b) Default in the payment o� any other amounts due
hereunder when the same become due and payable and the
continuance of such de ault for a period of (10) ten
calendar days; or
(c) Default in t e performance , or breach, of any
covenant or agreement f the Authority in this Agreement
(other than payment de aults) , and the continuance of such
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default or breach for a p_riod of t}iirty (30) calendar days
after there has been give , by delivery of first class mail
to the Authority by tl�e �ank, a written notice snecifying
such defauLt or breach a d reqtiiring it to be remedied; or
(cl) Tl�� Authority lzall make a general assigi::nent for
the ber_efit of cr.e�litors; or the r.tlthOL'ity 3�11�1 ar,:�11 for
OL' con�ent t0 i.�l° 3j�l101i1 !;lE'.?7fi Of 321�� r'�'C'.�'1�.'C'C, t:L'll.�tr_'�2, OL'
.�irailar of.ficPt• for it o sor all or �ny sttl>�tant�_-�.1 ,��:rt of
it:� property; or �,.t�;il r� ei�rer, t��.�:�tee or .,�:nilar ot�ic�r
atlall be appoint�:d wi�.ho� t =1:a arplicatioti or con:�ezit of *lie
authority and :uc}i :���poii tment shall cotitinue ui:cii:_ci�ar�ed
for a period of thirt� ( . 0) calendar days; or the i�t;tl:ori ty
:��1.�1� lI1StltLlt@ �il�j i�@tl 1011, :I7'�1=C�t1.0I1, �I7:='::��r, -.:ri�:_'Ilt
OI Ot�7@L'`r/l��'� 1lly L��'.li{Y':: �C`i, lii.30�`.'°_riC��; L'F_'OL"J�.12?1'..11:10;1,
arrangement, readjustmetl ot c.ebi:, �liss�lut�cn, 1i��.;�.'ation
or simil�r prcceedir.g ?�e ati::g :o iL unclar rhe 1a�;rs ot �:zy
]UL'1�:�1Ct1CT1; �?Y' clill :i�_1C ��'.'vC°p�1=:�J �[1r11L �:3 lI1:tli�Llr°C� �1J1
r`@t1t10T1� applicacion OL' O i.i:c?Z'':il:;e � ��Jd1IlSt' �`.i?@ .•.UZ.:iOL 1�''/�
OY' aiiy ]L1�.�CJi?1FIlt, �/L'lt, �;,•' �L'a.7� Of ���'c?C�i:?;el.� C�Y' �::E'.�Ut1Gi1 OZ
similar 'JYOC��S S�lall. :JC? l�o:'.@C.�. CL' ' t?`71dC� d�j�iI15L "cl '3lln�
sta�tial part �f the pro arty of ll:� ::ut��^,-; ��� ��,d .��..ich
jucigment, ��rit, ur simil _ r JL'OC't?53 :;1ia11 :�.vt i:� ��ci�ased,
vacated or iul ly i021C�C� Ii�i:ii1 ti:i rt:y (30) c��1�_:c3.�r �;ays
after its issue or levy; oL•
(e) Aiiy represeilt L-ion or �;:arraiity �t,c:d�� `.,y t�:e :�.Litizority
in this Agreement or b� t�.e :�ti�.liority (or a.iy of it.� officers)
in any certificate, ins rur.l�ilt, or statc-menc cot.te;�;pla�ed i�y
or made or delivered pu �Ll�I1L �o or i.l CO21212CC1021 ;J1Li1 �.zis
Agreement, sha11 �roce o iiave be�n it:correct in atil rnaterial
respect when made .
Section 5 . 02 Ri;�z s atld �e-::�cii�s.
(a) Upon the occu •rence oi CiIl �venL of Default
specified in Section 5 . 1 ( a) or (d) the Note sha11 become
subject to mandatory re lemption ai�d prepay:nent in �,�lzole and,
upon notice from the Ba k to tize yuthority specifying the
date on which such rede ptioil aiid prepayment sha11 occur,
the Authority shall pay to t�he Bank on stich date Co
specified the entire un aid principal amount of the Dlote,
a11 interest accrued ar. Linpaid tliereon, �nd a11 other
amounts payable under tlis Agreerent, without presentment,
demand, proter�t or furtler i:otice of any kind, a11 of which
are hereby expressly waived by the Authority.
(b) Upon the occ L•rence of any Event of Default
( including those �peci ied in Section S . O1(a) and (d) ) or at
any time thereafter un il such Event of Default is cured to
the written s�tisfacti n of the Baiik, the Bank shall have no
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further obligations to ake any Advance to ttie Authority
under Section 2 . 01 here f and the Bank may e�ercise any or
all of the following ri hts and remedies:
( i ) The Bank may, without notice to the Authority
and �aithout fttrthe �ction, apply any and all money
owing by the Eank o tre Authority to th� payment of
the Note, .111CZUCi1T1 interest accrued t�le�eon, acid of
all otl:er st:r.ts ttie owiizg by the At�tiioritl hereutider;
(ii ) The Bar�k may coMmence an action or procePding
against the Author' ty or other�,aise take sucn actions as
it may d�em appropiiate to ccmpel perforrnaiice aild
ebservarice of the uthority' s �.�arrantie�, coJenatits and
agreenents hereund r and to recover d�mages for atly
breach thereof;
( iii ) The �ank may exercise any otl�er ri��llts and
remedies available to it by law or agre�ment.
�� ICLi VI
:rIi scellai.�ous
Section 6 .01 No Waiver; Ct.mulative R��ne�ies. No
failure or de1Gy on the part f the Bank in e�ercising any right,
power or remedy under the Loa Docu:nents sliall operaie as a
waiver thereof; nor shall any single or partial exercise of acly
such rignt, po���er or remedy p eclude aiiy other or further e:;arcise
thereof or the exercise of an other right, power or remedy tiiider
the Loan Docutitents. The reme ies provided in tlle Loan Docutt�ents
are cumulative ai.d iiot excl�.is 've of any re�neclies �rovi:led by la�,�.
Section 6 .02 Amer.d ents, Etc. i�10 amendnlent,
modification, termination or �aiver of any prc✓ision of the i�lote
or this Agreement or con�ent o any departure by tiie Autliority
therefrom shall be effective �nless the same shall be iii writin�
and signed by the Bank, and t en such waiver or consent shall be
effective only in the specifi iilstance and for the specific
purpose for which given. No otice to or demand on the Authority
in any case shall entitle the Authority to any other or further
notice or demand in similar o • other circumstances.
Section 6.03 Addre ses for Dlotices, Etc. Except as
other�aise expressly provided erein, all notices, requests,
demands and other communicati ns provided for hereunder shall be
in writing and mailed or cleli ered to the applicable party at its
address indicated below:
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If to the Authori y:
Port Authority of the City of Saiiit Pau1
1900 Fm�ioist Towe
345 St. Peter Str et
St. Pau1, L�Iir.neso a 55102
Att_i: Chicf Fina cial Otr�.cer
If to the Bank:
Norwest Ba.zk Minn sota, *1.:�.
Sixth Street and �Tarquette �.veiiue
hliniielpolis, C•Zinn sota 55479
Attn: Letlnie ,•'I. 'aufcnaii
or, as to each party, at 5u l: otl:�r �::idre�s as siiall be �;:,�igiiated
by such party izi a writi.C'21 :otice �o �l�e ot::er paL•i:y cor.lz�l�iizq as
to deli�rery with tne terms i this S�ction. r?11 :,�_ich not�c��s,
rectuests, deman�ls and ot�ler cc::�muiiica�ions s11a11, �.�tien ir,ailed, be
effective ���lien deposited i;l t�ie raai L:�, �:��tcii�essed as aforasaid,
except that iZOtices or requ s cs to t..�� �ac:k pur:�Ll'allt to an�l of
the provision� of Article II uizd to -'.,e �_ut}.ori�y pursuzilt to
Section 5 . 01 sllall clot ue e �±=ecti•.-e LtiiL-i1 L��ceiv��l by t�:e aarty
entitled to such notice or ��•c{utst.
Sectioil 6 .04 Cos s and �?:~x�°clses. Tlie �.�_�tilority ac;Lees
to pay on demand (i ) a11 costs and e:;nen5as incurred by the �ank
in connection with the enforcement of t},e Loan Documents and the
otliPr instruments and docu. ents to ne �:�`ii��ered iiereunder and
thereunder, and ( ii ) the reasonaUla ��es aiid out-ot-pocket
expenses of counsel for the Bank wi�h respect to the t:egotiation,
preparation, execution, adnitiistratioii, �inendment cr c:nfor�::°ment
Of the Loan Documeiits �I7� he Otilzi 1!iSi.�ll:r°11t� zCii� GOCLI;;��i1CS
delivered hereunder. �
Sectioii 5. 05 E�c CLltlOIl i:� Cou,zterparts. This hgreement
may be executed in any nurn Pr of cotinterparts, each of which :�lzen
so executed and delivered hall be deamed to be an original and
all of which counterparts f this Agreement sha11 constitute but
one and the same instrumen .
Section 6.06 Bi ding Effect, Assignment. Tlie Loan
Documents shall be hinditlg upon and inure to the benefit of the
Authority and the Bank and tlieir respective successors and
assigns, except that the A thority shall not have the right to
assign its rights thereund r or any interest therein without the �
prior written consent of t e Bank.
Section 6 . 07 Go erning Law. The Loan Documents sliall
be governed by, and constr ed in accordatice with, the laws of the
State of Minn�sota.
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Section 6. 08 Severab 1it of Provisions . Any pro-
vision of this Agreement whic�i s prohibited or unenforceable
shall be ineffective to the ext nt of such prohibition or unen-
forceability without invalidati g the remaining provisions
hereof.
Section 6 . 09 Heading . Article and Section l.eadings
in this Agreement are inclttded iereizz for ccnvenience of refer-
ence only and shall not COI1S�lt it@ a part o£ this AcJreenteiZt for
any otlier purpo5e.
IN 4��ITrIESS P;HEF'.EOF, he parties hereto have caused this
Agreement to be execttted by th ir respective officers tiiereuilto
duly authorized, as of the dat first above written.
ORT .'vjJTHOR I TY OF THE C I TY
OE' SAINT PAUL
Y
Its
�nd By
Its
�IOR6lEST BANK PdIDINESOTA,
�I�TIONAL ASSOCIATION
By
I ts
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. C�'
1_/20/89
UNITED STA ES OF AMERICA
STATE O MINNESOTA
COUNTY OF RAMSEY
PORT AUTHORITY OF HE CITY OF SAINT PAUL
Taxable Commercial D velopment Revenue Note,
Se ies 1989-1
(Urban Revital ' zation Action Program)
$1 ,440,000 Minneapolis , Minnesota
, 1989
For Value Received the PORT AUTHORITY OF THE CITY OF
SAINT PAUI,, a body corporate and politic (the Authority ) hereby
�� ��
promises to pay to the order of NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, a national bank ' ng association (the "Bank" ) , at its
main office in Minneapoli�, innesota, or at any other place
designated at any time by t e holder hereof, in lawful money of
the United States of Americ and in immediately available funds,
the principal sum of One Mi lion Four Hundred Forty Thousand
Dollars (�1 , 440 , 000) , toget er with interest on the principal
amount hereunder remaining npaid from time to time from the date
hereof until this Note is f 11� paid at the rate determined in
accordance with Section 2. 0 of that certain Term Loan Agreement
of even date herewith by an between the Authority and the Bank
(the "Loan Agreement" ) .
The advanced and utstanding principal of this Note
shall be payable on July 31 , 1989 . Interest accruing each month
shall be payable on the last business day of such month and at
maturity or earlier prepay ent of this Note in full.
This Note is iss ed pursuant, and is subject, to the
Loan Aqreement, which, amo g other things , requires payment of a
prepayment premium under c rtain circumstances and provides for
an automatic mandatory red mption and prepayment in full hereof
upon the occurrence of der ain events set forth in the Loan
Agreement.
This Note has be n issued by the Authority pursuant to
and in accordance with the Constitution and laws of the State of
Minnesota, particularly C pter 469 . 001 through 469 .068,
Minnesota Statutes, and p rsuant to the Authority' s Special
Resolution No. 1270 , init ' ally adopted November 1 , I977 and
amended by Resolutions No . 1276 , 1304 , 1583 , 1907 , and 2855 ,
(such Resolution, as so a ended and as hereinafter amended from
time to time in accordanc with its terms , the "Special
- � $
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Resolution") and constitut s a special obligation of the Authority
payable solely from the No e Fund, as defined in the Authority' s
Authorizing Resolution No. , to which the Authority has
pledged and appropriated P oject Revenues and Accumulated Net
Revenues , both as defined in the Special Resolution.
This Note and i terest payable hereon do not constitute
an indebtedness of the Au hority or the City of Saint Paul
withing the meaning of an constitutional or statutory limitation,
are not payable from or a charge upon any funds other than the
funds, revenues and proce ds pledged to the payment hereof in
accordance with the Speci 1 Resolution (the "Pledged Funds and
Revenues") , and do not gi e rise to a pecuniary liability of the
Authority, except to the xtent of such Pledged Funds and Revenues,
or the City of Saint Paul or, to the extent permitted by law, of
any of its officers, agen s or employees , and no holder of this
Note shall ever have the ight to compel any exercise of the
taxing power of the Au�ho ity or the City of Saint Paul to pay
this Note or the interest hereon, or to enforce payment hereof
against any property of t e Authority or the City (except as to
Pledged Funds and Revenue ) and this Note does not constitute a
charge, lien or encumbran e, legal or equitable, upon any property
of the Authority or the City of Saint Paul (except as to Pledged
Funds and Revenues) and e agreement of the Authority to perform
or cause the performance of the covenants and other provisions
herein referred to shall be subject at all times to the availability
of Pledged Funds and Rev nues or other funds furnished for such
purpose in accordance wi h the Special Resolution and the Loan
Agreement.
This Note has een issued without registration under
state or federal or othe securities laws, pursuant to an exemption
for such issuance; and a cordingly this Note may not be assigned
or transferred in whol.e r part, nor may a participation interest
in this Note be given pu suant to any participation agreement,
except in accordance wit an applicable exemption from such
registration requirement .
The Authority ereby agrees to pay all costs of
collection, including re sonable attorneys ' fees and legal
expenses, in the event t is Note is not paid when due, whether or
not legal proceedings ar commenced.
Presentment o other demand for payment, notice of
dishonor and protest ar expressly waived.
It is hereby ertified and recited that all conditions,
acts and things require to exist, happen and be performed
precedent to the issuan e or enforceability of this Note do
exist, have happened an have been performed in regular and due
form as required by law
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IN WITNESS WHEREOF, the Authority has caused this Note
to be duly executed in its n e by the manual signatures of the
President and Secretary as o the day and year first above
written. �
PORT AUTHORITY OF THE CITY
OF SAINT PAUL, MINNESOTA
By
President
An By
Secretary
MMITE ± CITY CLERK
P,INK._ = FINANCE COI1flC11
BLUE�v — M,d.P�RTMENT GITY OF S INT PAUL File N0. ������,r
Valuationsy-tRoom 218 Council esolution
(PW) (Hoyts) �,/� e�
Presented By
,���GG�f/' '---_____--'-'''
Referred To Committee: Date
Out of Committee By Date
WHEREAS , the Saint Paul C ' ty Council adopted and approved a
Final Order on April 27 , 1965 to condemn and take a temporary
easement to enable the City of Saint Paul or its agents to wreck
the entire building occupyin the premises located at 496-502
Jackson Street on the followin described parcels of lands in the
City of Saint Paul :
Lot 1 in Hoyt ' s Subdivision of Morrison ' s Block of
Hoyt ' s Addition to St. aul, egcept the W' ly 44 feet
thereof; that part of L t 2 in Hoyt ' s Subdivision of
Morrison' s Addition to S . Paul , described as follows :
beginning at the SW' ly corner of said Lot 2 , thence
N' ly along W' ly lir�e f said Lot, 1 foot - 3 3/¢
inches , thence E' ly 1�0 eet to the E ' ly line of said
Lot 2, thence S ' ly along said E' ly line , 1 foot - 4 7/8
inches to the S ' ly lin of said Lot 2 , thence W' ly
along said S ' ly line 13 feet to the SW' ly corner of
said Lot 2 , the place of beginning, egcept the W' ly 44
feet thereof; that part of Lot 13, Auditor ' s
Subdivision No . 24 � St. Paul , Minnesota, described as
follows : Beginning at point on the W' ly line of said
Lot 13 . 83 •93 feet N' ly of SW' ly corner of said Lot 13 ,
thence N' ly along W' ly ine of said Lot 13 , 1. 56 feet ,
thence E' ly 76 feet to point 85 . 32 feet N' ly of S' ly
line of said Lot 13 , hence S ' ly parallel with W' ly
line of said Lot 13 , l. 3 feet , thence W' ly 76 feet to
place of beginning, except the W' ly 44 feet thereof,
being a parcel of l�nd adjoining the S. line of Lot 1
of Hoyt ' s Subdivisio of Morrison' s Block of Hoyt ' s
Addition to St. Paul , nd
WHEREAS , above tempora y easement described as follows :
That part of Lot 12, A ditor' s Subdivision No . 24, St .
Paul, Minnesota, descr bed as follows : Beginning at a
COUNCIL MEMBERS Requested by Department of:
Yeas Nays
Dimond �" Finance & Mana em t Services
I-o�g [n Fav r
Goswitz �, �`, ���
Rettman B � Director
scne;t,�i _ A gai n s y �"0 "
Sonnen
Wilson
Form Ap ro City Atto ey
Adopted by Council: Date C
Certified Passed by Council Secretary , By �
B}�
/Approved by Mavor: Date _ Approv b Mayor for Sub ' sion to�ouncil
By B