89-2028 WHITE �- CITY CLERK -
PINK - FINANCE GITY OF SAINT PAUL Council w
CANARV �DEPARTMENT �.r �/
b'LUE - MAVOR File NO• ���
City Attriy/JTH Counci Resolution
�.� .
Presented By ` �-��{'"y
Referred To Committee: Date --
Out of Committee By Date
RESOLUTION RE TING TO THE SEVENTH PLACE
REDEVELOPMENT ROJECT AND TAX INCRENiENT
FINANCING DIST ICT, APPROVING AN AMENDMENT
TO THE REDEVEL PMENT PLAN AND ADOPTING A
TAX INCREMENT INANCING PLAN FOR SAID
PROJECT AND DI TRICT
WHEREAS, by Resolution N . 78-11/30-1 , adopted November 30,
1978, the Housing and Redevel pment Authority of the City of Saint
Paul, Minnesota (HR.A) approve the Seventh Place Redevelopment
Plan, the Project thereby pro osed and the Project Financing
Plan, wiiich Plans and Project were subsequently approved by the
Council the City of Saint Pa by Resolution C.F. No . 272155
adopted December 5, 1978 ; an
WHEREAS , by Resolution . $1-11/5-8 adopted November 5 ,
1981, and Resolution No . 83- /25-3 adopted May 25 , 1983 , the HRA
adopted modifications to the Plans which did not require approval
of the City Council , and by esolution No . 82-1/28-11 adopted
amendments to the Redevelopm nt Plan and Project Financing Plan,
�,�hich amendments were approv d by the City Council by Resolutions
C.F. No , 278173 and 278670 a opted February 4, 1982 and May 11 , I
1982; and
WHERFAS , the Seventh �Pl ce Redevelopment Plan, the Project
thereby created and the Proj ct Financing Plan, as modified and
amended and Tax Increment Fi ancing District created pursuant to
Minnesota Statutes Section 4 2 .585 , Subd. 6 are now in effect in
the City of Saint Paul ; and
COUNCILMEIV Requested by Departm t of:
Yeas Nays
[n Favo
Against BY
Form Approved City Attorney
Adopted by Council: Date
Certified Passed by Council Secretary BY �
By�
A►pproved by Mavor: Date Appro b Ma mission to Counc'1
By
.� � - ����°a �
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WHEREAS , a further amendm t of the Redevelopment Plan has
been proposed for adoption aft r May 1 , 1988 , which will extend
redevelapment activity within he Seventh Place Redevelopment
Project and Tax Increment Fina cing District beyond the scope of
activity set forth in the Rede elopment Plan in effect prior to
May l , 1988, which further ame dment under Minnesota Statutes
Section 469. 179 Subd. 2 requir s the HRA with regard to the new
activity to conform with certa n provisions of the Tax Increment
Financing Act including the re uirement for adoption of a Tax
Incremen.t Financing Plan; and
WHEREAS , there has been p esented to the Council in connection
with said Project and District the following documents :
l . The Amendment to the edevelopment Plan;
2 . The Tax Increment Fi ncing Plan;
3 . The Report and Resol ion of the Saint Paul
Planning Commission;
4. The Resolution of th HR.A approving the Amendment
to the Redevelopmen Plan and Tax Increment
Financing Plan; and
WHEREAS , the Redevelopme t Plan, as amended, and Tax Increment
Financing Plan submitted cont in an identification of need and
statement of objectives and p ogram of the City and HRA for carrying
out of a redevelopment projec and tax increment district undertakings ,
including property to be acqu red, public improvements and facilities
including open space to be pr vided, land use controls including
proposed reuse of private lan to be employed, property disposition
to occur and other redevelopm nt project activities and operations ;
and the Tax Increment Financi g Plan contains estimates of the
public redevelopment cost of he project and District, including
administrative exPenses , amo t of bonded indebtedness to be incurred,
sources of revenue to pay sa' bonds and other public redevelopment
costs , the most recent asses ed value of taxable property within the
District, the estimated capt red assessed value of the District at
completion, and the duration of the District' s existence; and
,. . ��,�aa�'
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WHEREAS , the City and HRA have provided an opportunity to
members of the Ramsey County B ard and Independent School District
No. 625 to meet with the City nd HR.A and have presented the
Board members of said County a d School District their estimate of
the fiscal and econamic implic tions of the proposed tax increment
financirig district; and
WHEREAS , the Saint Paul P anning Commission has reviewed the
said Redevelopent Plan and Tax Increment Financing Plan and
approved the same as being in onformity with the Saint Paul Com-
prehensive Plan, as amended, t e general plan for the development
of the municipality as a whole; and
WHEREAS , on November 9 , 989 , the City Council conducted a
public hearing upon the Tax I crement Financing Plan, in conjunc-
tion with a public hearing up n the Amendment to the Redevelopment
PTan, all after published not' ce of a hearing on both such plans
in the 5aint Paul Legal Ledge on October 21 , 1989; and
WHEREAS , at said public earing the City Council heard
testimony from all interested parties appearing on the approval
of the Amendment to the Redev lopment Plan and on the Tax Increment
Financing Plan; and
WHEREAS , the Council has considered the finding and determinations
of the Saint Paul Planning Co ission and the HRA, respecting said
Project , District, amended Re evelopment Plan and Tax Increment
Financing Plan, and additiona reasons and supporting facts recited
herein and Redevelopment and ax Increment Financing Plans ;
NOW, THEREFORE, BE IT SOLVED by the Council of the City of
Saint Paul , Minnesota, havin reviewed and considered the documents
submitted and the recitals , epresentations and provisions contained
therein, and having weighed nd considex'ed test�_mony presenfied at
the public hearing together ith evidence developed in connection
with. the previous Council co sideration and adoption of Redevelop-
ment Plan and creation of th Tax Increment Financin� District for
the Seventh Place Redevelopm nt Project as follows :
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l. It is hereby found, d termined and the prior findings
of the City Council i its resolutions approving the
Redevelopment Plan an amendments thereto are hereby
ratified and affirmed, as follows :
A. The the undertaki gs and area of the Project ,
as described in t e Redevelopment Plan, as
amended, constitu e a "redevelopment project"
within the meanin of Minnesota Statutes ,
Section 469. 002 , ubdivision 14 ;
B. That the land in he Project area would not be
made available to redevelopment without the
financial aid to e sought ;
C. That the Redevelo ment Plan for the Project
wi11 afford maxi opportunity, consistent
with the sound ne ds of the locality as a
whole, for the re evelopment of such Project
area by private e terprise ;
D. That the Redevelo ment Plan conforms to the
Saint Paul Compre ensive Plan, the general
plan for the deve opment of the locality as
a whole;
E . That other findi s and election of inethod
of tax increment omputation, respecting
adoption of a Ta Increment Financing Plan
otherwise require to be made by the City
Council under Mi esota Statutes , Section
469 .175 Subd. 3 p rts (1) through (5) are
dispensed with u der direction of Section
469 .179 Subds . l nd 2 for the reason that
the Seventh Plac Redevelopment Project was
created and tax ' crement certification was
requested prior o August l , 1979 ; and
F. That the additio al and extended redevelopment
project activiti s proposed by the Amendment
to the Redevelop ent Plan, and the tax increment
WHITE _ - GTV CLERK
PINK` - FINANCE G I TY O F SA I T PA U L Council
C�/tNARV r DEPARTMENT �
'OLUE - MAVOR File NO.
�
Council Re olution
Presented By
Referred To Committee: Date
Out of Committee By Date
5-
financing for undert ing said activities is
both necessary and d sirable in accomplishing
the purposes and obj ctives of the Redevelopment
Project and Plan as mended in removing and
preventing the sprea of conditions of blight
and deterioration, a d in effectuating private
inves.tment in and r evelopment of the Project
and District Area.
2 . The Redevelopment and T x Increment Financing Plans and
the Project and Distric thereby created are each hereby
approved and the HRA is hereby authorized to undertake
and administer said Pro'ect and District in accordance
with the provisions of the Amended Redevelopment Plan
and Tax Increment Fina cing Plan.
3 . The HRA is authorized o file two copies of the Tax
Increment Financing P1 n with the Commissioner of the
Department of Trade an Economic Development of the
State of Minnesota.
COUNCILMEN Requested by Department of:
Yeas Ditn�nd Nays /�
Goswitz �� [n Favo
Long
Rettman � Against BY
Scheibel
Sonnen
'ii�i�+�vn '
N�V — � 1� Form Approve City tqr ey
Adopted by Council: Date �
Certified P s e C unci , c ry BY �
By
r v d by Mavor: te �'" �� � 4 Approv y Ma o or ission to Coun '1
`.J,'L/`�
PUBttSl� N 0� 1 81 89�
O�y G••• vr 'H .
C(TY OF SAINT PAUL
` ��I�r�ii�� � HOUSING AND REDEVELOPMENT AUTHORfTY
�� �o
,�„ KENNETH R.JOHNSON, EXECUTIVE DIRECTOR
GEORGE LATIMER 25 West Fourth Street,Saint Paul,MinnesoW 55102
612-228-3200
MAYOR
November 6, 1989
Council President James Scheibel
HRA President Thomas Dimond
Councilmember Robert Long
7th Floor City Hall Annex
Saint Paul, Minnesota 55102
Gentlemen:
On Thursday, November 9, 1989, after a s heduled public hearing on TIF plan
(Agenda Item #24), the City Council and RA is asked to consider final approval of
sale of bonds for the Downtown & Sevent Place Tax Increment District and approval
of TiF,plan and amendment to Redevelop ent plan.
The suggested schedule is:
City Counci� conducted Public Hea ing on TIF Plan and Redevelopment
Amendment (Item #24)
Recess Council
Convene HRA
Consider HRA Resolution approvi g plans
Recess HRA
Convene City Cou.ncil
Consider�City Council Resolution pproving plans _., S �-�n,-�._�
.
Adjourn (if last action of day as Ci y Council)
Reconvene HRA
Consider HRA Resolution appro ng bond sale
Adjourn as HRA �
The resolutions and staff reports will be distributed at meeting. If there are questions
about the proposed schedule please c ntact Bob Geurs of my staff at 228-3221.
Sincerely �
�
Kenneth R. Johnson �
Executive Director
KRJ:dc
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�� RESOLUTIO N0. 89-11/9- -
,,:�;�:.
RESOLUTION APPR ING AN AMENDMENT TO
THE REDEVELOPME PLAN FOR, AND ADOPTION
OF A TAX INCRE NT FINANCING PLAN WITHIN
AND FOR, THE SE NTH PLACE REDEVELOPMENT
PROJECT AND TAX INCREMENT rINANCING DISTRICT.
WHEREAS , by Resolution No . 78-11/30-1 , adopted November 30,
1978, the Housing and Redevelop ent Authority of the City of
Saint Paul , Minnesota (HRA) app oved the Seventh Place Redevelop-
ment Plan, the Project thereby roposed and the Project Financing
Plan, which Plans and Project re subsequently approved by the
Council of the City of Saint P 1 by Resolution C .F. No . 272155
adopted December 5 , 1978 ; and
WHEREAS , by Resolution No 81-11/5-8 adopted November 5 ,
1981, and Resolution No . 83-5/ 5-3 adopted May 25 , 1983 , the HR.A
adopted modifications to the P ans which did not require approval
of the City Council, and by Re olution No . 82-1/28-11 adopted
amendments to the Redevelopmen Plan and Project Financing Plan,
which amendments were approved by the City Council by Resolutions
` �_�> C .F. No . 278173 and 278670 ado ted February 4, 1982 and May 11 ,
``�� 1982 ; and
`�-'°.�
� WHEREAS , the Seventh Pla e Redevelopment Plan, the Project
thereby created, and the Proj ct Financing Plan, as modified and
amended and Tax Increment Fin ncing District created pursuant to
Minnesota Statutes Section 46 .585 , Subd. 6 are now in effect in
the City of Saint Paul ; and
WHEREAS , a further amend ent of the Redevelopment Plan has
been proposed for adoption af er May 1 , 1988 , which will extend
redevelopment activity within the Seventh Place Redevelopment
Project and Tax Increment Fin ncing District beyond the scope of
activity set forth in the Re velopment Plan in effect prior to
May l, 1988 , which further a endment under Minnesota Statutes
Section 4b9 . 179 Subd. 2 requ'res the HRA with regard to the new
activity to conform with cer ain provisions of the Tax Increment
Financing Act irtcluding the equirement for adoption of a Tax
Increment Financing Plan; an .
WHEREAS , there has been presented to and considered by the
Board of Commissioners of th HRA an Amendment to the Redevelopment
Plan which amends the redeve opment techniques to be employed to
achieve plan objectives by p rmitting public loans and grants and
provision of public parking acilities and the public improvements
� � authorized to be provided, d a Tax Increment Financing Plan which
meets the content requireme ts of Section 469. 175 , Subd. l ; and
1�8
� ti
,..�n
�p
WHEREAS , opportunity has been provided to members of the -:�����
Ramsey Co�nty Board and Board of Independent School District r'`�`�
No . 625 to meet with the HRA and the City and these .Boards have
been presented with the HRA' s estimate of the fiscal and economic
implications of the proposed Plan on September 1, 1989 ; and
WHEREAS , the Saint Paul Planning Commission has reviewed the
Amendment to the Redevelopment Plan and Tax Increment Financing
Plan and by Commission Resolution No . 89-80 adopted September 22 ,
1989 has approved the Plans as in compliance with the Saint Paul
Comprehensive Plan; and
WHEREAS , the said Plans have been reviewed and approved by
the Capital Improvement Committee, HR.A has received the comment
of the Downtown Council and District 17 Planning Council , and the
same have been reviewed by the Council Finance Committee on
October 5 , 1989 ; and
WHEREAS , the extended Project activities will result in no
residential displacement and feasible means to exist to relocate
the few business displacements which are anticipated will occur
as the result of the undertaking of the Project.
NOW THEREFORE, BE IT RESOLVED by the Board of Commissioners �<:�;
of the HRA as follows : _ -
1 . It is hereby found and determined that : �'���
A. That the findings contained in the referenced
HR.A Seventh Place Redevelopment Resolutions
respecting the determinations that land in the
Project area would not be made available for
redevelopment without the financial aid to be
sought and that the redevelopment plan affords
maximum opportunity consistent with the needs
of the locality as a whole, for the redevelop-
ment of the area by private enterprise are
hereby ratified and affirmed.
B. That the Redevelopment Plan as amended will
conform to the Saint Paul Comprehensive Plan,
the gener.al plan for the community as a whole .
C . That the extended Redevelopment Project acti-
vities proposed by the Plans are necessary to
the accomplishment of the purposes and objec-
tives of the Redevelopment and Tax Increment
Financing Plans and the additional public
assistance and public improvements proposed
are necessary to retain existing and to induce
new private investment in and redevelopment of �-
the Project in accordance with the said Plans .
16�
� t D. That the extended Rede elopment Project activities
�; proposed will result ' minimal , if any, displacement
�
of individuals , famil'es or businesses and feasible -
means exist for provi ing required relocation
assistance.
� ?. . The Amendment to the Seve th Place Redevelopment Plan and
and Seventh Place Tax Inc ement Financing Plan are hereby
approved.
�.�;
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IIOUSIN6 AND REDEYELOPMENT AUTNORI OF TNE CITY OF SAINT PAUL, MINNESOTA
REPORT TO THE COMMI�IONER8 DATE Novemberq, 1989
RE6ARDINQ RESOLUTION APPRO ING DOWNTOWN & SEVENTH PLACE TAX
INCREMENT FINANCI G PLAN AND AMENDMENT TO THE
SEVENTH PLACE RE EVELOPMENT PROJECT (DISTRICT 17)
BACKGROUND
In August, 1989 the Mayor requested staff o draft documents and establish a process
for public input to identify the type of activi ies that would insure the continued
competitiveness of downtown.
Staff has completed the two primary docu ents: a Tax Increment Plan and
Redevelopment Plan Amendment to allow these activities to occur.
Tax Increment Financin_ Plan
The plan establishes a framework within hich a number of activities can be carried
out in Downtown Tax Increment & Sevent Place district. The issuance of tax
increment obligations and the identificati n of general public cost areas governing the
expenditures of increment are covered b the plan.
This plan is a requirement of Minnesota ax Increment Statute as amended in 1988.
The plan has been sent to the County an School board for comment. During August
and September CIB and District 17 revie ed and approved the plan.
Redevelopment Plan Amendment
The Redevelopment Plan for the Sevent Place Project was adopted November 16,
1979. This Amendment clarifies types of edevelopment techniques to be used to
achieve plan objectives and expands ty es of activities allowed that are customary in
carrying out a redevelopment project.
On September 22, 1989 the Planning C mmission approved the redevelopment plan
amendment.
NOUSIN6 AND REDEYELOPMENT AUTNORITY F TNE CITY OF SAINT PAUL, MINNESOTA
REPORT TO THE COMMI�IONER8 ATE November s, 1989
RE6iARDINQ RESOLUTION AUTHORI NG ISSUANCE OF $18,300,000 OF TAX
INCREMENT REVENUE ONDS FOR THE DOWNTOWN &
SEVENTH PLACE DISTRI T, ESTABLISHING A BUDGET, AND
APPROVING AND AUTH RIZING EXECUTION DOCUMENTS
INCLUDING HRA BOND ESOLUTION (DISTRICT 17).
BACKGROUND
As progress is being made on Downtown Fr mework Plan and Investment Strategy,
the Mayor, City Council, city staff, and down wn business community believe that a
number of opportunities exist for prudent in stment to protect and increase public
and private investment in downtown.
The proposed 1989 Tax Increment Revenue Bond Sale will provide a means to make
these prudent investments in downtown.
The potential projects funded by these pro eeds will be reviewed at a public hearing of
the Planning Commission on December 8, 989 to give the public throughout the city
an opportunity to comment on preferred d wntown projects to be funded by this bond
sale.
1989 BONDS
The HRA will issue approximately $18,300, 00 of tax increment revenue bonds. Net
proceeds for projects will be $17.4 M; tax xempt is $15.0 M and $2.4 M will be
taxable. The balance is for marketing and sale of the bonds, legal and related costs of
' '
issuance and bond issuance premium The tax exempt rate would carry a fixed
interest rate not to exceed 7.8% and ta able not to exceed 9.5%. A city pricing
committee will approve final rates.
The bonds will be insured by AMBAC nd will be rated AAA.
No principal and interest will be due on the bonds until 1999. The bonds will mature
between 1999 and 2008.
In order to preserve a series of options or the City and HRA in 1998, when the Civic
Center can first be repurchased, the H A will be required by the bond resolution to
fund, during the 1990's a reserve to red em the 1989 bonds maturing from 1999-2004.
This bond issue does not extend the du ation of the district which is September 1,
2008.
The City Treasurer is the Registrar and aying Agent for the Bonds.
Underwriters for the sale are Piper Jaffra & Hopwood, and Dougherty, Dawkins
and Miller & Schroeder. Bond Counsel f r the HRA is Briggs & Morgan.
THE BUDGET
Attached is financing and spending plan f 1989 bonds for approximately $21,000,000,
including $18.3 M 1989 bonds and $2.7 fund transfer from Tax Increment Fund
Balance.
��
The HRA Financing and Spending Plan for 19 9 Bonds in the Downtown and Seventh
Place Tax Increment District is as follows:
FINANCING PLAN
A. Series 1989A & B Gross Bond Proceeds ax Exempt) $15,770,920
B. Series 1989C Gross Bond Proceeds (T able) 2,524,629
C. Downtown and Seventh Place Tax Incre ent Fund Balance 2,675,515
$20,971,064
SPENDING PLAN
A. SERIES 1989A & B BONDS (TAX-EXEM l�
1. Public Improvements (including pa ing, $11,500,000*
pedestrian connections, streetsca e improvements, etc.)
2. Debt Retirement
Payment of 1990 - 1991 Civic enter
G.O. Debt Retirement 2,259,950
3. Related Costs and Contingency 1,218,690
4. Cost of Issuance 97,594
5. Bond Insurer Fee 339,840
6. Discount on Bonds 354.846
TOTAL SERIES 1989A & B B NDS 15,770,920
B. SERIES 1989C BONDS (TAXABLE)
1. Downtown Employment Incentiv Program 2,000,000
2. Related Costs and Contingency 412,219
3. Cost of Issuance 12,406
4. Bond Insurer Fee 43,200
5. Discount on Bonds 56.804
TOTAL SERIES 1989C BO DS 2,524,629
TOTAL BONDS - SERIES 1 89A-C 18,295,549
C. Transfer from Tax Increment Fund alance
1. Public Improvements 2,675,515
(See Series A and B Uses fo Public Improvements) ------------
$20,971,064
*The exact nature of the public impro ements will be determined by the City Council
following input from various downtow interests, and a recommendation by the
Planning Commission.
RECOMMENDATION
Staff recommends approval of the issuance of 1989 bonds, execution of financing
documents to complete sale of bonds and stablishment of the budget.
Approval of the bond resolution is requeste .
Bob Geurs
Downtown and Riverfront Development
dalt/bg-staff
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NOTI�'L OF PU IC HEARING
NOTICE IS HEREBY�IVEN that a ubliehearing be#ore the Couneil of the
City of Saint Paul will be held in_tlse Cit Council Ch�mbers,City Hail,15 West
Kellogg Boulevard, Saint Paul, Min�eso a,at 9:68 a.m. �November'�` 1989 to
consider proposals o# the Housing �
of Saint Paul; Minnesota (HRA)� to adopt a REDEVELOPMENT PLAN
AMENDMENT and a TAX INCREM�NT IAiANCING PLAN FqR DQWNTf�WN
AND SEVENTH PLACE DISTRICT,'S PAUL;ASINNESQTA:Copies of the
REDEVELOPMEN'T PLAN.4MEND�VIE and TAX INCREA�ENT FfNANCING
PLAN are on file with the Gity Cle�k, m 386 City Hall, and with£he�iR.A,
13th' Floor Gity Hall Anne�, and aire ailable for inspection @uriug iegular
business hours. Additional informaUion ay be obtained from Dsve Spra�lgers
(612)22&3223.
Upon said public hearing all iut�res d persons�ill be given oppoxtunity to
be heard or submit wri.tten commenit an the City Council will.consi��r,among
other matters, as provided in Min�leso ..Statutes.SF;ction 469.175, Subd. 4 (1)
whether the Redevelopment Plan dment and Tax Increment Fin�txicing
Plan conform to the Saint Pau1 mprehensive Plan, (2) whether',the.
Redevelopment Plan Amendment ax�d T Incremeat�ine(ncing Plen will afford
maximum opporttxnity consist�nt w�th t e sound needs of the City as a whole for
the development of fhe Project in c tion with the�rivate enterprise,and(3)
whether the Redevelopment Plan� dment and Tax Increment Financing
Plan should be apprnyed.
Dated October 4, 1989.
ALBERT B. OLSON,City Clerk � _
(October 21, 1989)
i
NOTICE OF P�TBL HEARING
/ NOTICE I3 HER,EBY GIVEN that ja p� lic hearing before the Council of the
City of Ssint paul will be held in the City ouncil Chambers,Citq Hall, 15 West
Kellogg Boulev�rd, Saint Pau1,Nlinne�Ot at 9:00 a.m. on Nov= 8 to
consider proposals of tl3e Housing anc� ve opmen Authonty of the City o
Saint .Paul, Minnesota. (HRA) to; ad pt a REDEVELOPMENT PLAN
AMENLIM�NT�nd a TAX INCREMEI'�'T ANCING PLAN FOR DOi�VNTOWN
AND SEVENTFI°PLf���IDISTRIGT, PAUL,MINNE30TA.Capies of the
R�DEVELOPI��F�.A�,+T AME�TD and TAX INCREMENT FINANCING
PLAN are on ti�'e�1i�4h��itg Clerk;, 386 Ci�y Iiall, and with the HRA,
13tFi Floor Cit�Y'�l'�i�ar;°�nd are a ilable for inspection during regular
business hours. Additiorx��Y'dr�ati4n y be obtained from Dave Sprangers
(612)228-3223: _ `" :
Upon said public hearing all interiest persons will be given opportunity to
be heard or submit written comment and he City Council will consicler,among
other matters, as provided in Minne�ota Statutes Section 469.175, Subd. 4 (1)
whether the Redevelopment Plan Amen ment and Tax Increment Financing
Plan conform to the Saint Paul ' Co prnhensive Plan, (2) w�ether the
Redevelopment Plan Amendment and T I�crement Finaneing Plan will afford
maximum opportunity consistent dvitti th sound needs of the City as a whole for
the development of the Project in coopera 'on with the private enterprise,and(3)
whether the Redevelopment Plan A�m ment and Tax Increment Financing
Plan shou�d be approved.
Dated October 4, 1989. �
ALBERT B. OLSON,Cit�Clerk '
(October , 1989>
�Cou�ii Fii�Na�iT95':J..By Botit — _> . ;
Reaolution retti'�g a Public on t�e Seventh Place�liedtvalopm'e��
' Plan Amendmettt and Tax Incrern�ent inancing Pia�a.
W�;�g, The Council of tl�e C ty of Saint �aui(the •`Couacil")has the
statutoz3► responsibility under I�fnn ota Statut� Section 469.028 to a¢prove
redevelopment Plans and pr°j�ts of t e Housing aud R:edevei°P�t Authoritq
of the-Cily of Saiat Paul�Minn�ota( e"H�►'�).and uader M'�es��dist�tets '
Section l8g.i7$ Subd. 3 to apP��'e t ��ent fix�atbcin8 p
proposed by hous�ng and redev op t authorities wLthin a city, in each case
aiter a pulslic hearin8 thereon�, d � �'
,� ' NOW THEREFOR,E,B�I� LVED,BY t�se City�o�i�.o#:SE�tnt PBult
' A�innesota tliat the City Clerk' t,�le a, +���� 1���:;�0�' �: a m.. n
atta��ubXic'`�foti�e in th ap"i�"�e,_
Novemiier S, 1989 b publishinB , .
r.
RESOT.VE�FURTHLR.That t City At�Eorney,is directed to prepare and
present to the City Council followfn e hearing draft resalutions approvinB the
aforesaid•pians in order that the Co cil have the optioa of approving the same
prior to final adoption oi the 19D0 ty Budget.
Adopted bY the Council Septem r 28. 1989.�
A,pproved September 29,19�9. �
( ber 7.1989)
, r
WMITE - GTV CLERK �/
PINK - FINANCE G I TY OF S I NT PA U L Council �
CANARV - DEPARTMENT Flle NO. J� ��
BIUE - MAVOR
City Attny/JTH Council esolution
Pr � I �
esented By
Referred To Committee: Date
Out of Committee By � Date '
RESOLUTION SETTING A PUBLIC HEARING ON
THE SEVENTH PLACE DEVELOPMENT PLAN
AMENDMENT AND TAX NCREMENT FINANCING PLAN
WHEREAS , the Council of the ity of Saint Paul (the "Council")
has the statutory responsibility nder Minnesota Statutes Section
469 .028 to approve redevelopment lans and projects of the Housing
and Redevelopment Authority of th City of Saint Paul, Minnesota
(the "HRA") , and under Minnesota tatutes Section 469 .175 Subd. 3
to approve tax increment financin plans and districts proposed
by housing and redevelopment auth rities within a city, in each
case after a public hearing there n; and
NOW T BE IT RESOLVED by the City Council of Saint Paul ,
,-----
Minne ta that the Ci�p rk sch duled a public hearing for 9 :00
a.m. n November �j , 1989 by li hing the attached public notice
in the le al manner .
RESOLVED FURTHER that the Ci y Attorney is directed to prepare
and present to the City Council f llowing the hearing draft
resolutions approving the aforesa' d plans in order that the Council
have the option of approving the ame prior to final adoption of the
1990 City Budget .
COUNCIL MEMBERS Requested by Department of:
Yeas Nays
Dimond
�ng In Favor
Goswitz
Rettman
s�ne;be� Against BY
Sonnen
Wilson
Form Approve ity Att ne
Adopted by Council: Date
. �
Certified Passed by Council Secretary BY
BS� ,
, , , „ �_,_ Approved by Mayor for Submission to Council
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' .
NOTICE OF PU LIC HEARING
NOTICE IS HEREBY GIVEN tha a public hearing before the
Council of the City of Saint Pa 1 will be held in the City
Council Chambers, City Hall, 15 West Kellogg Boulevard, Saint
Paul, Minnesota, at 9 :00 a.m. o November R', 1989, to consider
proposals of the Housing and Re evelopment Authority of the City
of Saint Paul, Minnesota (HRA) o adopt a REDEVELOPMENT PLAN
AMENDMENT and a TAX INCREMENT F NANCING PLAN FOR DOWNTOWN AND
SEVENTH PLACE DISTRICT, SAINT P UL, MINNESOTA. Copies of the
REDEVELOPMENT PLAN AMENDMENT an TAX INCREMENT FINANCING PLAN are
on file with the City Clerk, Ro m 386 City Hall, and with the
HRA, 13th Floor City Hall Annex and are available for inspection
during regular business hours. Additional information may be
obtained from Dave Sprangers ( 6 2 ) 228-3223 .
Upon said public hearing all in erested persons will be given
opportunity to be heard or subm' t written comment and the City
Council will consider, among � ther matters, as provided in
Minnesota Statutes Section 469 . 75, Subd. 4 ( 1) whether the
Redevelopment Plan Amendment an Tax Increment Financing Plan
conform to the Saint Paul Compr hensive Plan, (2 ) whether the
Redevelopment Plan Amendment a Tax Increment Financing Plan
will afford maximum opportunit consistent with the sound needs
of the City as a whole for the development of the Project in
cooperation with the private e terprise, and (3 ) whether the
Redevelopment Plan Amendment a d Tax Increment Financing Plan
should be approved.
Dated , 1989 .
lbert B. Olson
; ity Clerk
�
::,
':;
���- � ��s
NOTICE OF PU LIC HEARING
NOTICE IS HEREBY GIVEN tha a public hearing before the
Council of the City of Saint Pa 1 will be held in the City
Council Chambers, City Hall, 15 West Kellogg Boulevard, Saint
Paul, Minnesota, at 9 : 00 a.m. o November q'� 1989 , to consider
proposals of the Housing and Re evelopment Authority of the City
of Saint Paul, Minnesota (HRA) o adopt a REDEVELOPMENT PLAN
AMENDMENT and a TAX INCREMENT F NANCING PLAN FOR DOWNTOWN AND
SEVENTH PLACE DISTRICT, SAINT P UL, MINNESOTA. Copies of the
REDEVELOPMENT PLAN AMENDMENT an TAX INCREMENT FINANCING PLAN are
on file with the City Clerk, Ro m 386 City Hall, and with the
HRA, 13th Floor City Hall Annex and are available for inspection
during regular business hours. Additional information may be
obtained from Dave Sprangers (6 2 ) 228-3223 .
Upon said public hearing all in erested persons will be given
opportunity to be heard or subm t written comment and the City
Council will consider, amonq � ther matters, as provided in
Minnesota Statutes Section 469 . 75, Subd. 4 (1) whether the
Redevelopment Plan Amendment an Tax Increment Financing Plan
conform to the Saint Paul Compr hensive Plan, (2 ) whether the
Redevelopment Plan Amendment an Tax Increment Financing Plan
will afford maximum opportunity consistent with the sound needs
of the City as a whole for the evelopment of the Project in
cooperation with the private en erprise, and (3 ) whether the
Redevelopment Plan Amendment an Tax Increment Financing Plan
should be approved.
Dated October 4, , 1989 .
A bert B. Olson
C ty Clerk
(October 7, 1989)
� �'- ?�,.�
+ G1T7 p'
��'� +a'�G
o �. ` a� ClTY OF SAINT PAIJL
� 4"�`�,�. � DEPARTMENT OF PLANNING AND ECONOMIC DEVELOPMENT
r� illl lil tl s
� ^
,..•
GE'�RGE LATIMER KENNEfH R.)OHNSON, DIRECTOR
M.�YOR 25 We�t Fourth Street,Saint Paul,Minnesota 55102
612-228-3200
se�cember 28 , i9s9 RECEIVED
City Council President James Schei el_ �j 031�
Members of the City Council
seventh Floor �ity xall C1TY CLERK
Sa:int Paul, Minnesota 55102
Dear Cour,cil President Scheibel a d Councilmembers:
At its meeting on September 28, 1 89 , the City Council referred
to F�nance Committee setting a Pu lic Hearing for November 9 on
the Dawntown and Seventh Place on Tax Increment Financing Plan
and Amendment for Sev�nth Place R deve�opment Plan. You will find
these amended plans attached for our consideration.
Beginr�ing on October 5, 1989 at F nance Committee as part of the
1950 Budget process, discussion o the plans ar►d prcposed bond
saie will be ciis�;ussed.
These amended plans are the legal basis required by State law to
to se11 bonds. These bond procee s allow the Citi� to undertake a
series of public improvements in he downtown district to
r�aintain our emp]_oyment base and ttract new en�ployees to the
downtown.
You are being asked to consider f nal approval of the attached
plans following the public hearin scheduled for November 9,
1989 . Should you have any questi ns you would like answered
before that date do not hesitate o contact Bob Geurs of my staff
at 228-3352 .
Sincerely,
�- ,�
����'.. --- -
,� .
Ker�neth R. Johnson
Director
�:�J/11e
cc: Bill Belden
Jim Hart
Bob Geurs
. •
573V
TAX INCREMENT FIN CING PLAN FOR THE
SEVENTH PLACE RED VELOPMENT PROJECT
HOUSING AND EDEVELOPMENT
AUTHORITY 0 THE CITY OF
SAIN PAUL
, ADOPTED: , 1989
This document was drafted by: BRIGGS AND MORGAN
PROFESSIONAL ASSOCIATION
2200 First National Bank
Building
St. Paul, Minnesota 55101
' ARTIC E I
DEFINI IONS
The terms defined below ha e, for purposes of this Tax
Increment Financing Plan, the m anings herein specified,
unless the context specifically requires otherwise:
"City" means the City of S int Paul .
"City Council" means the C ty Council of the City.
"County" means Ramsey Coun y, Minnesota.
"Environmental Controls" m ans federal, state or local
laws, statutes, rules, regulati ns or orders governing matters
of protection of the environmen as the same pertain or apply
to the Redevelopment Project.
"Governing Body" means the duly elected City Council. �
"HRA" means the Housing a Redevelopment Authority of �
the City of Saint Paul.
"HRA Law�� means Minnesota Statutes, Section 469 .001 to
469 . 047 .
"Land Use Requlations" me ns all federal, state and local
laws, rules, regulations, ordi ances and plans relating to or
governing the use or developme t of the Redevelopment Project,
includinq but not limited to p atting, zoning and building
code laws, regulations and ord nances, but excluding
Environmental Controls .
"Public Costs" means all egally permissible costs
incurred or to be incurred by r on behalf the HRA in carrying
out the Redevelopment Plan, in luding but �not limited to: (a)
costs of land acquisition, rel cation, grading, soil correc-
tion and related costs; (b) co ts of the public improvements
set forth in the Redevelopment Plan to be undertaken by or on
behalf of the City or HRA with n or related to the
Redevelopment Project, which i provements may be owned by the
HRA or other public body, incl ding, but not limited to
parking facilities, pedestrian skyway and tunnels, roads,
curbs, sidewalks, street light'ng, landscaping and utilities;
(c) costs of administering the Redevelopment Project and the
Tax Increment Financing Dist ict; and (d) debt service
� payments on any obliqations ' ssued to finance Public Costs
authorized by this Tax Incre nt Financing Plan or obligations
issued to finance the public improvements authorized by the
Redevelopment Plan.
"Redevelopment Proiect" eans the Seventh Place
Redevelopment Project, the b ndaries of which are described
on the attached Exhibit A.
"Redevelopment Plan" me s the Redevelopment Plan for the
Redevelopment Project, initi lly adopted by the HRA on
November 16, 1978, as revise and modified on November 5,
1981, January 28, 1982 , May 25, 1983, and , 1989,
as the same may hereafter, f m time to time, be amended or
supplemented.
"State" means the State f Minnesota.
"Tax Increment Bonds or ond" means any tax-exempt or
taxable bonds issued by the ity or HRA to finance the Public
Costs of the Redevelopment P1 n as stated in the Redevelopment
$lan and in the Tax Incremen Financing Plan, and any �
obligations issued to refund such bonds . �
"Tax Increment Financin District" means the Tax
Increment Financing District eretofore established in the
Redevelopment Project pursua to Minnesota Statutes, Section
462 .585 .
"Tax Increment Financin Act" means Minnesota Statutes,
1978, Section 462 .585 and Mi esota Statutes, 1988, Sections
469 . 174 through 469 . 179, bot inclusive, as amended and
supplemented from time to ti .
"Tax Increment Financin Plan" means this Tax Increment
Financing Plan for the Tax I rement Financing District
initially adopted by the HRP, n , 1989, and
approved by the City on , 1989, as the same may,
from time to time, be amende or supplemented.
"Tax Increments" means e tax increments derived from
the Tax Increment Financing istrict.
2
ART CLE II
STATEMENT OF PUBLI PURPOSE AND AUTHORITY
Section 2 . 01. Statement of Need and Public Pur ose. In
December 1978, the City Counc ' 1 of the City and the Board of
Commissioners of the HRA dete ined that there was a need for
the HRA to undertake certain ctions designed to encourage,
ensure and facilitate commerc 'al development and redevelopment
by the private sector of unde utilized and unused land located
within the central business d' strict of the City in order to
provide additional employment opportunities for residents of
the City and the surrounding rea, to improve the tax base of
the City, the County and Inde endent School District No. 625
(the "School District" ) there y enabling them to better
utilize existing public facil 'ties and provide needed public
services, and to improve the eneral economy of the City, the
County, and the State. Specifically, the City Council and the
Board of Commissionrs of the RA have determined that the
property within the Seventh lace Redevelopment Project area
and Tax Increment Financing istrict was either underutilized
or unused due to a variety o factors, including fragmented
ownership of the property, i dequate and multiple zoning of �
the property, excessive prop rty cost comprising costs of
clearance, grading and soil rrection, and inadequate public
improvements to serve the pr perty; all of which had resulted
in a lack of private investm nt; that, as a result, the
property was not providing a equate employment opportunities,
and was not �contributing to he tax base and general economy
of the City, the School Dist ict, the County and the State to
its full potential; and, the efore, that it was necessary for
the City to exercise its aut ority under the Tax Increment
Financing Act to develop, im lement and finance a program
designed to encourage, ensur and facilitate the commercial
development and redevelopmen of the property located in the
Seventh Place Redevelopment roject area, to further and
accomplish the public purpos s specified in this paragraph.
The Seventh Place Redev lopment Project and Tax Financing
District are located in the eart of the City of St. Paul ' s
central business district an constitute a major commercial,
retail, administrative, fina cial, transportation, entertain-
ment, cultural and governmen center, serving the upper
midwest and the Twin Cities etropolitan Area. While the Twin
Cities Metropolitan Area is rowing and expanding in
population and activity, the City of St. Paul and its central
business district is experie cing declining employment
3
opportunities primarily from a under utilization of available
� land and lack of amenities . R tail sales volume is declining
in relation to the metropolita market despite substantial
public and private investment n the project area.
While progress has been m de since creation of the
Redevelopment Project Area and Tax Increment District in 1978,
the continued viability of the area as a major retail-
commercial center is in jeopar y. New commercial, cultural
and recreational investments a e jeopardized by declining
employment opportunities from variety of new causes,
increased competition from the suburbs and downtown parking
problems . In order to protect past investments and remain
competitive, the Tax Increment Financing Plan for Seventh
Place Redevelopment Project ne ds to be adopted, to provide
additional public investment t bolster employment
opportunities, to solidify dow town as a cohesive office-
retail center, to improve pede trian circulation and to
develop accessible parking. T e public investment program
will encouraqe private investm nt in new construction and
rehabilitation/renovation of c mmercial structures and
underutilized land, while prev nting further deterioration and
stabilizinq and improving pro rty values . �
The development proposed hrough this Tax Increment
Financing Plan for the Distric would not occur solely through
private investment in the for eeable future; the Tax
Increment Financing Plan prop sed herein is consistent with
the Redevelopment Plan; and t Tax Increment Financing Plan
will afford maximum opportuni , consistent with the sound
needs of the City as a whole, for the development or
redevelopment of the property located in the Redevelopment
Area and Tax Increment Distri t by private enterprise.
The welfare of the City, the County and the State of
Minnesota requires active pro otion, attraction, encouragement
and development of economical y sound industry and commerce by
the City and the HRA.
Section 2 . 02 . Statutor Authorit . Prior to August 1,
1979, the effective date of t e Tax Increment Financing Act,
the HRA established the Seven h Place Redevelopment Project
and adopted the Redevelopment Plan therefor pursuant to the
HRA Law. In addition, the H utilized tax increment
financing as contemplated and authorized by Minnesota
Statutes, 1978, Section 462 . 5 5 . The HRA intends to undertake
additional activities which w re not heretofore contemplated.
Therefore, pursuant to the re uirements of Minnesota Statutes,
4
Section 469 . 179, subd. 2, th HRA must, with regard to the
' additional activity to be un rtaken in the Redevelopment
Project, with certain except ' ns, conform to the provisions of
the Tax Increment Financing t. Therefore, the HRA has, upon
the making of certain findin by the HRA and the City, and
with the City' s approval, ado ted the Tax Increment Financing
Plan set forth in Article III hereof, which provides for the
use of tax increment financin to finance the cost of
additional public activities nd improvements to be undertaken
in the Redevelopment Project, as specified in the
Redevelopment Plan, as amende , and the Tax Increment
Financing Plan.
Section 2 . 03 . Statement of Develo ment Ob ectives . The
development objectives are se forth in Section B of the
Redevelopment Plan attached h reto as Exhibit D.
5
ARTICL III
THE TAX INCREMEN FINANCING PLAN
Section 3 . 01 . Statement o Redevelo ment Plan. The
Redevelopment Plan for the Rede elopment Project is set forth
in Appendix D hereto.
Section 3 . 02 . Parcels to e Included in Tax Increment
Financing District. The portio of the Redevelopment Project
which constitutes the Tax Incre ent District includes, but is
not limited to, the parcels bea ing the parcel identification
numbers set forth on the attach d Exhibit 8.
Section 3 .03 . Pro ert to be Ac uired. The HRA may
acquire and reconvey to any pri ate developer any or all of
the parcels of property locate within the Redevelopment
Project.
Section 3. 04 . Develo men Activit in the Redevelo ment
Pro ect for which Contracts Ha e Been Si ned. No contracts
have been signed at this time: �
Section 3 .05 . Other S ec fic Develo ment Ex ected to
Occur Within The Redevelo ment Pro ect. The following
projects are proposed to be un ertaken in the Redevelopment
Project and financed, in whole or in part, with the Tax
Increments .
A. The construction of parking facilities,
including but not limited to, an approximately 600 car
parking ramp in the north astern quadrant of the Tax
Increment District.
B. The construction of pedestrian connections
including, but not limite to, the following areas; the
HEMAR Complex, Block L/Po t Office, Union Depot Complex,
Washington Street and the Civic Center.
C. The rehabilitat ' n of the Civic Center complex
including, but not limit to, improvements to the walls,
ceilings, rest rooms, ex erior, lighting and air
conditioning.
D. Streetscape imp ovements and amenities, along
various streets, includi g but not limited to, ( i)
Wabasha Street, ( ii) 7th Street between Cleveland Circle
6
and Triangle Park (Bloc 23) , (iii) Fourth Street between
. Wabasha and St. Peter, nd (iv) Market Street between 5th
and 6th.
E. The developmen and the funding of an economic
incentive program to as ist private and nonprofit qroups,
including but not limit d to businesses, companies and
corporations, in their xpansion, relocation or retention
with the Redevelopment roject.
In addition to the abov projects, it is contemplated
that the proceeds of the Tax Increment Bonds to be issued
pursuant to this Tax Increme t Financing Plan will be used to
pay debt service on existing debt including but not limited to
certain outstanding general bligations of the City issued to
finance the acquisition and 'mprovement of the Civic Center
and to pay debt service on a tax increment note issued to
finance the district heating system.
Section 3 .06 . Estimate Cost of Redevelo ment Pro ect.
The estimated total cost of he new activities to be
undertaken is� $22 ,000,000. estimate of the costs are as
follows:
A. Public Costs descr' ed in
Section 3 .05 $20, 175,515
B. Issuance Expenses ( 'ncluding Bond
Issuance Premium a Underwriter' s �
Discount $ 1, 109,450
TOTAL $21,284, 965
The costs set forth abov are estimates and the amounts
allocated to any item may be eallocated among any of the
other items set forth above, rovided that the total principal
amount of the costs for the i ems specified will not exceed
$22,000, 000 .
Section 3. 07 . Estimated Amount of Bonded Indebtedness .
It is anticipated that Tax In rement Bonds in a principal
amount �ot exceeding $22,000, 00 will be issued to finance a
portion of the estimated Publ c Costs of the Redevelopment
Project. It is anticipated t at the Tax Increment Bonds will
be issued as capital apprecia ion bonds and therefore the
principal amount of the Tax I crement Bonds at maturity will
be substantially greater than the present value which is
approximately $22, 000,000 . A y balance of the Public Costs
will be paid from sources des ribed in Section 3 . 08 hereof .
7
� Section 3.08 . Public C sts• Sources of Pa ent. The
public moneys which may be ed to pay the Public Costs of the
Redevelopment Project are t proceeds of the Tax Increment
Bonds, Tax Increments, or o er moneys made available for the
purpose in the event the fo going are not sufficient at any
time, and other legally ava' lable sources of revenue which the
HRA or City may in their sol discretion appropriate for this
purpose, including, but not limited to, the taxable
subordinated note issued by he Authority in favor of the
City.
Seetion 3 . 09 . Ori ina Tax Ca acit . The "original tax
capacity" of all taxable pr erty in the Tax Increment
Financing District as last ertified for taxes payable in 1989
is $4, 181, 866 .
Section 3 . 10. Estimat Tax Ca acit and Com utation of
Tax Increment. Each year t e County Auditor will continue to
measure the amount of incre se or decrease in the total tax
capacity of the Tax Increme t Financing District to calculate
the Tax Increments payable o the HRA. In any year in which
there is an increase in tot 1 tax capacity valuation in the
Tax Increment Financing Dis rict above the original tax �
capacity, Tax Increments wi 1 be payable to the HRA. In any
year in which the total tax capacity valuati�n in the Tax
Increment Financing Distric declines below the original tax
capacity, no tax capacity v luation will be captured and no
tax increment will be payab e.
The captured tax capac 'ty is expected to annually
approximate $12,431, 130. T e Tax Increments will be captured
until August 1, 2009 . The RA determines that 100$ of the Tax
Increments resultinq from t e Tax Increment Financing District
shall, if necessary, be use for the payment of Public Costs
of the Redevelopment Plan i accordance with the Redevelopment
Plan and Tax Increment Fina cing Plan.
Section 3 . 11 . T e of Tax Increment Financin District.
The Tax Increment Financing District was originally
established in connection w th the establishment of the
Redevelopment Project on No ember 16, 1978, pursuant to
Minnesota Statutes 1978, Se tion 462 .585 and is therefore not
designated as a specific t e of Tax Increment Financing
District.
Section 3 . 12 . Duratio of Tax Increment Financin
District. The Tax Incremen Financing Act allows tax
8
increment financing districts c eated prior to August 1, 1979,
to remain in existence until Ap il 1, 2001, and under certain
conditions, Auqust 1, 2009 . It is anticipated that the Tax
Increment District will termina e and the HRA will no longer
collect Tax Increments from the Tax Increment Financing
District on the earlier of (i) he date all Tax Increment
Bond� are fully discharged, or ii) August 1, 2009 .
Section 3 . 13. Estimated I act of Tax Increment
Financing. The estimated impac of the Tax Increment
Financinq District on the othe taxing jurisdictions is set
forth on Exhibit C.
Section 3 . 14 . Studies an Anal ses . Pursuant to
Minnesota Statutes, Section 46 . 175, subdivision 1( 7 ) , the
specific studies and analyses sed to make the determination
that the development would not occur but for the use of Tax
Increment Financing must be id ntified. The studies and
analyses used to make the dete ination that the proposed
development in the opinion of he HRA, would not reasonably be
expected to occur through priv te investment within the
reasonably foreseeable future, therefore, the use of tax
increment is deemed necessary re as follows:
1 . General Policy S atement for the construction of
the Saint Paul Skyway Sys em adopted by the City Council
on January 8, 1980, revis d March 10, 1987 .
2 . Downtown Parking Plan adopted by the City
Council on May 1, 1986; a d
3 . Amendment to the Comprehensive Plan adopted by
the Planning Commission o October 11, 1985 and by the
City Council on January 2 , 1989 .
Section 3 . 15 . Use of Tax Increment. The HRA hereby
determines that it will use 10 � of the Tax Increments
resulting from the Tax Increme t Financing District as
follows:
1 . To pay principa and interest on the Tax
Increment Bonds .
2 . To finance or o herwise pay Public Costs of the
Redevelopment Project.
3 . To finance or o herwise pay premiums for
insurance or other secur ty guarantying the payment of
9
Tax Increment Bonds or o ligations issued under Minnesota
Statutes 462C.
4 . To accumulate o maintain a reserve securing the
payment when due of the rincipal and interest on Tax
Increment Bonds or bond ' ssued pursuant to Minnesota
Statutes, Chapter 462C.
5 . To finance or o herwise pay Public Costs of the
Redevelopment Project.
These revenues shall no be used to circumvent levy
limitations applicable to th City nor for other purposes
prohibited by Section 469 . 17 , Subdivision 4 of the Tax
Increment Financing Act.
Section 3 . 16 . Modifica ions of Tax Increment Financin
Districts . In accordance wi h Minnesota Statutes, Section
469 . 175, Subdivision 4, any eduction or enlargement of the
geographic area of the Tax I crement District, increase in
amount of bonded indebtednes to be incurred, including a
determination to increase th amount of capitalized interest
pn debt to be paid on the Ta Increment Bonds over the amount
shown in this Tax Increment inancing Plan, or to increase or �
decrease the amount of inter st on the debt to be capitalized,
increase the portion of the aptured assessed value to be
retained by the HRA, increas in total estimated Public Costs
or designation of additional property to be acquired by the
HRA shall be approved upon t e notice and .after the
discussion, public hearing d findings required for approval
of the Tax Increment Financ ' g Plan.
Section 3 . 17 . Limitat'on on Administrative Ex enses . In
accordance with Minnesota S atutes, Section 469 . 174,
Subdivision 14 and Minnesot Statutes, 5ection 469 . 176,
Subdivision 3, administrati e expenses means all expenditures
of an authority other than ounts paid for the purchase of
land or amounts paid to con ractors or others providing
materials and services, inc uding architectural and
enqineering services, direc ly connected with the physical
development of the real pro erty in the district, relocation
benefits paid to or service provided for persons residing or
businesses located in the d strict or amounts used to pay
interest on, fund a reserve for, or sell at a discount bonds
issued pursuant to Section 69 . 178 . Administrative expenses
includes amounts paid for s rvices provided by �ond counsel,
fiscal consultants, and pla ning or economic development
consultants . No Tax Increm nts shall be used to pay any
10
administrative expenses which e ceed ten percent of the total
expenditures authorized by the ax Increment Financing Plan
and the Redevelopment Plan.
Section 3 . 18 . Excess Tax ncrements . Pursuant to
Minnesota Statutes, Section 469 . 176, Subdivision 2, in any
year in which the Tax Increments exceed the amount necessary
to pay the Public Costs author' zed by the Redevelopment Plan
and Tax Increment Financing P1 n, including the amount
necessary to cancel any tax le as provided in Minnesota
Statutes, Section 475 . 61, Subd'vision 3, the HRA shall use the
excess amount to do any of the following:
1. prepay the outst nding Tax Increment Bonds;
2 . discharge the pl dge of Tax Increments thereto;
3 . pay into an escr w account dedicated to the
payment of the Tax Increm nt Bonds;
4 . return the exces to the County Auditor for
redistribution to the res ective taxing jurisdictions in
, proportion to their mill ate. �
In lieu thereof, the HRA may hoose to modify the Tax
Increment Financing Plan as d scribed in Article III, in order
to finance additional Public osts of the Development Program.
Section 3 . 19 . Administr tion of Tax Increment Financin
Districts . Administration of the Tax Increment Financing
District will be handled by t e Downtown and Riverfront
Division of the Planning and conomic Development Department.
The Tax Increments recei ed as a result of increases in
the tax capacity of the Tax I crement Financinq District will
be maintained in a special ac ount separate from all other
municipal accounts and expend d only upon municipal activities
identified in the Redevelopme t Plan and Tax Increment
Financing Plan.
Section 3 .20 . Annual D' sclosure Re uirements . Pursuant
to Minnesota Statutes, Secti n 469 . 175, Subdivision 5, the HRA
must file with the State Aud' tor on or before July 1, an
annual financial report for he Tax Increment Financing
District. The report shall lso be filed by the HRA with the
school board and county boar . The report shall:
11
( 1) make full disc osure of the sources and uses of
� public funds in the Tax ncrement Financing District;
(2 ) permit compari on and reconciliation with the
HRA' s accounts and finan ial reports;
( 3) permit auditin of the funds expended on behalf
of the Tax Increment Fin ncing District, or that is
funded in part or whole hrough the use of a development
account funded with tax ncrements from other Tax
Increment Financing Dist icts or with other public money;
and
( 4 ) be consistent ith generally accepted
accounting principles .
In addition, the report shall contain the following
information:
( 1) the original axable value of the Tax Increment
Financing District;
. (2) the captured i the Tax Increment Financing
District, including the amount of any gross tax capacity '
value shared with other tax districts;
( 3) the outstandi g principal amount of Tax
Increment Bonds issued r other loans incurred to finance
project costs in the Ta Increment Financing District;
(4) for the repor ing period and for the duration
of the Tax Increment Fi ancing District, the amount
budgeted under the Tax ncrement Financing Plan, and the
actual amount expended for, at least, the following
categories :
(a) acquisi ion of land and buildings through
condemnation or p rchase;
(b) site im rovements or preparation costs;
� (c) install tion of public utilities or other
public improvemen s; and
(d) adminis rative costs, including the
allocated cost of th� HRA;
12
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• . Exhi it A
A. DESCRIPTION OF REDEVELOPMENT A EA.
�omnencing at the poir,t . of ir.t rsectior. of the Southwesteriy
rig:��-of-way lir.e of St. Peter S reet and Southerly right-of-way
line of Ir�terstate freeway ?�o. 4 thence , Northeasterly alor.g
said freeway right-of-way� lir.e � o the poir.t of ir.tersection of
the Northeasterly right�-of-way lir,e o�f Wabasha Street , thence
Southerly alor.g � said -t�nrt'r.eas erly right-of-way lir.e to the
intersect :on� of said lir,e with the 2�orthwesterly iight=of=w�y
line of Nintti Street , the.rce Northeasterly alor.g said
NorthWesterly right=of=way iine of Nir,th Street to the poir.t of
ir,tersectior. of the Noztheast rly right=of-way lir.e of Robert
S�reet, ther.ce. Southeasterly a ong said rortheastezly right=of-
-L- way lin�e ot• Rob�er.t Street to he p.oint of intersectior. of th.e
Northwesterly right-of-way li .e of east Seventh Street , ther,ce.
N�ortheasteriy along said Nor hwesterly right--of-way Iir,e of
Sever.th Street to the poir,t of ir.tersectior. of the ;�?ortheasteriy
rioht-of-way line of Jacksor. . tteet, ther�ce � So�theasterly alor.g
said Northeasterly right=of= ay lir�e of Jacksor. Street to the
' poir.t of intersectior. of the Southeasterly right-of-way lir.e of
Fifth Street , ther.ce Southwesterly alor.g said SoutheasterZy
� Zight-of-way lir.e of Fifth St eet to the poir.t of ir.tersectior. of . .
� the SouthwestErly right-o= ay lir,e of Fobert Street , ther,ce �
Northwesterly alor,g said S �ith�•esterly right=of=way iine of
Robert Street to the� Southe sterly right-af=way lir.e of Sixth �
Street, thence So�thwesterl along said Sout:�easterly right-cf=
. ,
. ' . •
k� ay af � ixt.h Street to the p ir. t of ir.tersection of the
rortheasterly right-of-way lin of hSir.r,esota Street, ther.ce
Sautheasterly alon9 said North asterly line to the poir.t of
intersectior. of the •Solitheaster y right-of-way lir,e of Fourth
Street, ther,ce Southwesterly ai ng said Southeasterly right-of-
way lir.e of Fourth Street to t e point of ir,tersectior. of the
So ��thwesteriy right-of-way ir,e of Cedar Street , ther,ce
t�orthwesterly�_ along said Southwe terly right-of=way lir,e of Cedar
Street to the poir,t of intersec ion of the Southeasterly right= �
of-way lir.e of Fifth Street, hence Southwestezly alor.g said
Southeasterly right-of=way lir.e of Fifth Street to the poir.t of
ir.tersectior., of the Northeaster y right=of=way lir.e cf St. Peter
�-- Street,� the-;ce. Southeasterly a ong said Nort:�easterly right=of-
way line of St. Peter Street to the poir.t of ir.tersectior. of the
Southeasterly right=of=way lir.e of Fourth Street, ther.ce Westeriy �
alor.g said South right=of=way 1 ' ne of Fo��rth Street ta the poir.t
of ir.tersectior. of the Nest r 'ght-of-way lir,e of t^arket Street,
' � ther�ce hortherly alor.g said We terly right=of-way lir.e of I'�atK2t
Street to the poir.t of ir.ters ctior. of the Southwesterly right=
of-way lir.e of St. Peter Stree , thence Northwesterly alor.g said
• � ' -5outhwesterly right-of-Way lire of St. Peter Street to the poir.t
' . of i ►, tersectior. of the South esterly right-of-way line of St .
peter Street . to the Sontheasterly right=of=way lir,e of Ir.terstate
_ freeway No. 99 , which is the oint of begir.ning. Together with
all of blcck 9 , ti'hitr.ey ar, Smith' s Additior. to Sair.t Paul ,
. • , ' �
• ir.ci :�dir.g thpse po�rtior.s of lots ooened f�r alleys ; ar.d all of
Block 13 , St. Faul Proper .
B. ST�TF,MENT OF tEVELGPh�ENT OBJEC IVES �
I . Background
The Seventh Place Redevelo mer.t Project is located in the
heart of St. Paul central usiness aistrict. The cer,tral
busir.ess district is major conmercial , retaii ,
� administrative, fir.ancial trar,sportatior,, er,tertair.mer.t,
cultural and governmer.t c nter, servir,g the upper midwest
. ,
• - ar.d the Twin Cities Metro olitan Ar�a.
hihile the Twir. Cities N, tropolitar. Area is gr.owir,g ar.d
expar�ding in pcpulation ar,d activity, the City of St.
—�•- � �Pau3 and its cer.tral bu ir.ess district is experiencir,g
declir. ir,g employmer, t opportur. ities , fewer retail
� establishments ar,d deciir�ing retail sales val��me , ar.d ,
r.otwithstandir,g subs ar, tial public ar.d private
. ir.vestmer.t ir. the ares , declir.ir.g • property valuatior.
and tax revenses. •
� ' � While the cer,tral busin ss district has �beer. the site of
_� substar.tial public d velopmer.t ar.d redevelopmer.t
activity, withir. said a ea and the Seventh Place Project . .
� P. rea , conditior. s o deterioratior. , blight ar,d '
substar.dardr,ess� of bui dir.gs and struct�lres remair� to a
degree , warrantir.g further redevelopr� er.t activity
designed for its elim natio*. and for the prever,tior, or
EXH BIT B
The legal description of he Tax Increment District is
identical to the legal descri ion of the Redevelopment
Project Area. The parcel ide tification numbers of the Tax
Increment District are on fil with the Executive Director of
The Housing and Redevelopment Authority.
' EXHI IT C
IMPACT OF TAX INCRE NT FINANCING DISTRICT
ON OTHER TAXIN JURISDICTIONS
The overlapping jurisdict ons upon whose assessed
valuation this tax increment f nancing plan could have an
impact are:
1 . Independent School Distri t #625, whose boundaries are
coterminous with those of the City of Saint Paul .
2 . The County of Ramsey, to hose assessed total valuation
the City of Saint Paul co tributes approximately 54$ .
3 . The HRA, which is one of he requesting authorities .
4 . The Port Authority of the City of Saint Paul, whose
powers of levy and use of property tax revenue are �
limited.
5 . Metropolitan authorities- such as the Metropolitan
Council, Metropolitan Air ort Commission, Regional �
Transit Board, Metropolit n Waste Control Commission, and
Metropolitan Mosquito Co rol District. Of these
metropolitan authorities, only the Metropolitan Council,
Regional Transit Board, d Metropolitan Mosquito Control
District levy taxes on r al estate. '
First Statement.
The impact on these taxi g jurisdictions will be to� deny
them taxes on any increa e in the taxable value of the
property in the District durinq the term of the district.
However, the City and H believe that an increase in
market value will only o cur due to public intervention
and the provision of tax increment financing. The
existing tax capacity va uation level, in which the
taxing authorities share will not be affected or
decreased by this financ nq.
Second Statement.
This tax increment finan ing plan is being adopted for a
Tax Increment Financing istrict that was originally
established prior to 197 . The purpose of this tax
increment financing plan is to expand the scope of
C-1
activity within the Tax I crement Financing District. It
, does not create or add pr perty to the Tax Increment
Financinq District nor do s it materially expand the
duration of the Tax Incre ent District. Therefore, there
is no impact on the affec ed taxing jurisdictions by the
adoption of this tax incr ment financing plan.
-2
AMENDMENT TO REDE ELOPMENT PLAN
� SEVENTH PLACE REDEV LOPMENT PROJECT
DATED NOVEMBE I6, 1978
AMENDMENT DATED , 1989
l. The Redevelopment Plan or the Seventh Place
Redevelopment Pro�ect adopted Nov mber 16, 1978, as revised and
modified on November 5, 1981, Jan ary 28, 1982, and May 25, 1983,
is hereby amended as folZc�s:
A. Paragraph 2 of Section , RedeveloQment Techniques to
be Used to Achieve Plan Ob'ective , shall be amended to read as
- follows:
"2. Private action to remove con itions of stagnation, blight
and economic physical deteriorati n of property and improvements
and to revitalize the project are will be encouraged through:
a. Code enforcements;
b. Provision of public im rovements;
c. Contracts for new cons ruction, rehabilitation and
renovation of property improvements by private action;
d. Public revenue bond fi ancing under Chaptzr 474.,
Minnesota Statutes 197 ; and
e. Public loans and grant . "
B. Paragraph 4 of Section C, Redevelopment Techniques to
e sed t c 'eve P a 0 ect'v s, shall be amended to read as
follows:
"4. Provision of public improve ents, including, public parking
facilities, site preparation fo land disposition or development,
extension of the pedestrian con urse system, construction of the
Seventh P1ace Building, install ion of hot water distributing
lines, repair, reconstruction o operation of Civic Center
cultural, recreational and supp rt facilities and other
improvements necessary to or cu tomarily provided in carrying out
a redevelopment project. "
C. Paragraph 4 of Sectio D, Public Im�rovements, shall be
amended to read as follows:
"4 . Other Public Improvements. The City may construct
additional parking facilities, kyways, pedestrian concourse
improvements including enclosed public spaces and concourse
nodes, and pedestrian connectio s as well as streets, curbs,
gutters, sidewalks, lighting, s reetscape improvements,
landscaping and furniture and t e like as are detenained by the
agency as necessary or desirabl to attract and encourage private
: redevelopment in accordance wit this plan. "
D. Paragraph 6 of Secti D, Civic Center Facility, shall
be amended to read as follows:
"6. Civic Center Facilitv. T e Civic Center Facility, including
the arana, auditorium, exhibit'on hall, meeting room, and parkinq
ramp and pedestrian tunnel and pedestrian syste� connecting the
Civic Center Facility and the roject area pedestrian concourses
and skyway system, constitute primary facility for the
provision of cultural, recreat onal, convention and public
meeting activities within the entral businass district and
Project Area. Zmprovement ef his supporting facility, inciuding
its acquisition, disposition, onstruction, reeanstruction,
repair and the furnishing of a sistance to its operation and
maintenance and payment of pri cipal and interest on any bonds
issued to finance the Civic Ce ter improvements, is deemed a
necessary activity and facilit in support of the Project and an
essential Project undertaking. The City or agency may provide
� such financial or other assis nce to the Civic Center Authority
or other party in interest in he Facility as in the
determination of the City and gency is necessary or cenvenient
to the accomplishment of the roject objectives. "
dianec/7thp1
. • � , . .
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J
. { .
REDEVELOPNE T PLAN
SEYENTH PLACE REDE ELOPMENT PROJ ECT
SAINT PAUL, MINNESOTA
ADOPTED NOVEM £R 15, 1973
' REVISED AND NODIrIED:
NOVEMEER , 1981 •
JANUARY 2 , 1982
. � MAY 25• 1983
_�_ ' --• . �
I HOUSING AND REDEVELOPMENT AUTHOR TY •
� OF THE CITY OF SAINT PAUL, MII�NE OTA �
.1
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1
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' �_
TABLE 0 CONTENTS
A. DE:SCRIPTIO� OF REDEVELOPMEN AREA Page 3
c. STAT£MENT OF DEVELOPFIENT OB ECTIVES Page 5
C. REDEVELOPr1ENT TECHNIQUES TO BE USED TO .
AChIEVE PLAN OBJECTIV ES Page 8
D. PUBLIC IMPROVEl�!ENTS Page 1�
E. LAND DISPOSITION AND PRIVA E
IMPROVEMENT AGREEMENTS . Page 14
F. GENERAL LAND USE PLAN Page 17 •
G. EFFECT OF PLAN ADOPTION ON PREVIOUS -
• REDEVELOPMENT PLANS AND DE ELOPMENT .
DISTRICT Page 29
H. OTHER PROVISIONS NECESSARY TO MEET
STATE P.ND LOCAL REQUIREMEN S Page 26
.,._ -- - .
I . PP.OVISIONS FOR AMENDING PL t� Page 27
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' A. DESCRIPTION OF REDEVELOPMENT AREA.
Commer.cir.g at the poir,t of ir,ters ctior. of the Southwesterly
right-of-way lir.e of St. Peter Stre t and Southerly right-of-way
lir.e of Ir.terstate freeway No. 94 hence , Northeasterly alor.g
said freeway right-of-way lir.e to the poir,t of ir,tersectior� of
the Northeasterly right-of-way 1 ' r►e o�f Wabasha Street , ther.ce
Southerly alor.g said - t�ortneaster y right-of-way lir.e to the
intersectior.� of said lir.e with the Northwesterly right=of-way
lir,e of Ninth Street , thence Northeasteriy alor.g said
�Northwesterly right=of=way lire o Nir,th Street to the poir►t of
ir,tersectior. of the Northeasterl right=of-way lir,e of Aob�rt
Street, ther.ce. Southeasterly alor said NortheasteZly right=of-
-�- way line of- Robert S�treet to th point of intersectior. of the
Northwesterly right-of-way line of east Sever,th Street , ther,ce
Northeasterly alor.g said North esterly right-of-way lir,e of
Sever.th Street to the poir.t of i tersectior. of the *?ortheasteriy
rioht-of-way lir.e of Jackson St eet, ther.ce - So�theasterly alor,g
said Northeasterly right-of-wa lir.e of Jacksor. Street to the
� poir,t of ir.tersectior. of the So theasterly right=of-way lir.e of
Fifth Street, ther.ce Southwes erly alor,g said Southeasterly
r�ight-of-way lir,e of Fifth Stree to the poir,t of ir.tersectior. of .
� the Southwesterly right-o=way lirde of Robert Street, ther,ce
Northwesterly alor.g said Sout westerly right=of=way line of
Robert Street to the' Southeas erly right=of=way lir.e of Sixth
Street, ther.ce Southwesterly a ong said Southeasterly right-of=
3
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, w�ay af � ixth Street to the poir. t of ir.tersectior. of the
Northeasterly right-of-way li e. of Mir.r.esota Street, ther.ce
S�utheasterly alor.g said Nort easterly lir.e to the poir.t of
intersectior. of the �Southeaste ly right-of-way lir.e of Fourth
Street, ther.ce Southwesterly al r,g said Southeaster2y right-of-
way 1 ir.e of Fourth Street to t e point of ir,tersec�ior. of the
Southwesterly right-of-way ine of Cedar Street , ther.ce
Northwesterly alor,g said Southwe terly right-of=way line of Cedar
Street to the poir,t of ir�tersec ion of the Southeasterly right= •
of-way- lir.e of -Fifth Street, t ence Southwesterly alor.g said
Southeasterly right=of=way lir.e of Fifth Stireet to the pair.t of
ir,tersectior. of the Northeasterl right=of=way lir.e of St. Pzter
�-- Street, th .. e- Southeaster2y al r�g said Northeasterly right=of=
way Iir.e of St. Peter Street to the poir,t of ir.tersectior, of the
Southeasterly right=of-way lir.e f Fourth Street, ther.ce Wester3y
alor.g said South right=of=way li e of Fourth Street ta the poir.t
of ir.terse�tior. of the West rig t-of-way lir.e of Market Street,
' � ther.ce hortherly alor,g said West rly right=of-way lir►e of MarKet
Street to the poir,t of ir.tersec ior, of the Southwesterly right=
of-way lir.e of St. Peter Street, thence Northwesteily alar.g said
• ' •Southwesterly right-of-way lir�e f St. Peter Street to the poir►t
' of ir.tersectior. of the Southwe terly right-of-way line of St.
peter Street . to the Southeasterl right=of=way line of Ir.terstate
freeway No. 94 , which is the poi t of beginr,ing. Together with
all of 61ock 9 , Whitr�ey and S ith's Additior� to Sair.t Paul,
. ' 9 .
, .
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� ir.cl:ic3ir,g those portions of lo s ooe*.ed f�r alleys; ar,d all of
62ock 13 , St. Fa��i Proper .
B. ST�TEMENT Cr DEVELGPitENT OB ECTIt►ES �
i . Eackground
The Seventh Place Redev lopmer.t Project is located in the
heart of St. Paul ce*�tr 1 business district. The cer,tral
busir.ess district i a major conmercial , retaii ,
� administrative, fir.anci Z, transportatior,, er�tertair.mer.t,
cultural ar�d governmer,t center, serving the upper midwest
, ,
� - ar.d the Twin Cities Me ropolitan Area.
While the Twir. Cities N:etropolitar. Area is growir�g ar.d
expar.dir,g ir. population ar,d activity, the City of St.
--�- � Pau3 ar,d its cer.tral usir.ess c� istrict is experiencing
declir. ir.g employmert opportur. ities , fewer retail
establishmer►ts and d clir.ir►g retail sales vol�me, ar,d ,
r.otwithstar,din.g su star, tial public ar.d private
. ir.vestmer.t ir► the area , declir.ir.g • property valuatior.
and tax rever.��es. �
� � � While the cer.tral bus ness district has beer. the site of
_� . substar.tial public developmer.t ar.d redevelopmer.t
activity, withir. said area and the Seventh Place Project .
� � Area , cor.ditior. s of deterioratior. , blight ar.d
substar.dardr,ess� of b ildir,gs ar,d structures remair, to a
degree, warrantir�g further redevelopmer.t activity
desicr.ed for its elimir.atio*. ar.d for the prevention or
. . .5
,
� i.
_ the develogr,�e:.t or sprea of f�srther deterioration.
k'hile significant p:ogress. as beer. made ir, providir.g new
commerciai facilities , r.e ar.d rehabilitated housi;g ,
� cultural and- recreational facilities , goverr►mer�tal ar.d
fir,ar�cial facilities, ar.d ther facilities er,har.cir.g the
cer.tral busi*,ess district, the car.Lir.:�e�? viability of the
area as a major retail—co rnercial cer.ter ir, the face of
declinir.g employmer.t oppor �inities, exister.ce of physica2
deterioration ar,d declir.i retail activity and tax base, -
is ir. _jeopardy, requiri g �a major publi_c ur.dertakir,g
designed to retain exis ir,g major retail services ar:d
attractir.g r.ew retail er.teiprises , ar.d to provide
�-- ad-�tior,al trar.sier.t ho sing , thereby .encouraging r.ew
private ir.vestmer. t• for new construction ar.d
rehabilitation or renov tior. of existing deteriorated �
structures , ar.d preve tir.g furt�her deterioratior,,,
�. er.har.cir.g employmer,t �p orti3nities, . ar,d stabilizir►g ar.d
' � inprovir.g property val es and the source of public reai �
estate tax rever.ues.
2 . Deve�opner.t Objectives
• ' • The primary objectives f this Redeve�opmer.t Pian :
' � a. To elimir.ate ar.d/ r ameliorate these physical ar.d
enviror.ner. tal co ditions as they exist i� the
Sever.th Place Red velopment Project and to prevent
6 •
, .
i .
• the spread of s�sch de rimer,tal conditior,s withir. ar.d
without the project a ea.
b. To i�prove the attrac iveness and the desirability of
the area as a place i which to live, work, ar.d shop,
ar►d ir. which to sec re cult��ral ar,d recreatior.al
er,richment. '
c . To nair.tair. and stre �gthen employment ar,d services
� by attracting institutior.s , office space, persor,al
and professional serv' cs, retaining regior.al cultural
ar.d entertainmer.t facilities a*.d accommodation
.. facil�ities withir► th cer►tral business district. To .
create ar, attractive pedestriar,—orientated p�ace of
--- ' ---personal commur,icati n ir� which people may exchar,ge
services , goods an ideas, ar,d er.joy social ar�d
cult�ral opportur.iti s.
d . To create ar. attrac ive pedestrian--orier.tated place
of persor�al commu icatior. ir.� which people may
exchar.ge services, oods and ideas, ar.d er.joy social
� ar.d c�altural opport nities.
_� e. To develop the Severth Place Redevelopmer.t Project of
the central bus ' nss district into a viable .
� metropolitar. ce ter ir, furtherar.ce of the
Metropolitar. Council's Development Framework policy
. Plar.. �
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� f . To provide s��ch public m provements as are necessary
to stimulate pr vate ir► vestmer, t ar. d
rei�vestmer.t ir. the ever.th Piace Redevelopmer,t
� Project Area.
g . To expand and impro e the existir►g pedestriar.
concourse ar►d skyway ystem to maximize pedestrian
access to goods, servi es, facilities provided withir.
the Sever.th Place Rede elopment Project Area.
h. To strengther. and impr ve the retail, commercial, and �
office climate of the central business district and
of the City as a whol through the cor.cer.tratior, of
effort ar.d resou ces on the Seventh Plac �
•-- �edevelopmer.t Projec . • .
i . Ta develop the Sever.t P1 ace Redevelopmer,t Proj ec t ir.
� a mar.r,er that is i cor.formar.ce with the City's �
Compreher,sive Plar,. .
�. j . To utilize public ir.ar.cial resources ir. a mar.r.er
' ' that is ir. confor ar.ce with the City' s adopted
Capitol Allocatior. olicies.
C. REDEVELOPI� ENT TECHNIQUES TO BE USED TO ACHIEVE PLA?�
• ' � ObJECTIVES '
' This Plar� er.visior.s ':he permitted use of all techr.iques oic
powers curzer.tly authori ed through applicab2e statutes.
Provisior. of this Plar► i to be taken to limit the full
exercise of these powers. The following techr,iques are cited
, •
� 8 '
� , as mean�s of � achievir.g the objectives set forth ir.
section B.
l . Structures exhibiting hazar ous ar,d ur,sar►itary cor,ditior.s
will be subject to code e forcemer.t.
2. Private actior► to remove c nditions of stagnatior., blight
ar.d ecor.omic p:^.ys;cal d terioratior. of property ar.d
� improve�er.ts thereor► will be er,couraged through:
a . Code er►forcemer,t; �
b. Provisiora of public i provements;
- c. Contracts for new co structior., rehabilitatior. ar,d
rer,ovatior. of prop rty improvemer.ts by private
actior,; ar,d
--�- ' d .---•Pnblic rever.ue bond f inancir.g ur�der Chapter 474 ,
Mir.r.esota Statutes 1 78.
3. property acquisition o vacar.t, ur►used , ur.d�rvsed or
ir,appropriately used la .d ; of substar,dard property ar.d -
� . . deteriorated property ir,feasible of rehabilitatior.
of Project land within r without the Project boundary
� � r.eeded for s�spportinq f cilities or public improvements;
_� or of lar.d necessary r desirable for redevelopr�er.t
parcelasser�blyorecor.om ' c developmer.t pzojects. ,
� 4 . Provision of public improvemer. ts , ir.cludir,g site
preparatior. for lan d.isposition or developmer�t ,
exter.sion of the p destrian cor.course system ,
construction cf the Se enth Place B�iilding, installatior.
. . �
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of hot water distri utir, g lir. es , repair ,
reconstructior� or operati n of Civic Cer,ter c�ltural ,
recreatior, al ar.d supp rt facilities ar.d other
• improvemer►ts r.ecessary to or custor� arily provided in
carryir.g out a redevelopmer. project. _
5. Provisior. of relocatior, services , assistar.ce ar.d
benefits ir. accordar.ce ith Chapter 717 r� ir.nesota
Statutes 1978.
6. Property Dispositior, y private sale or ur.der �
competitive conditior,s, of unimproved, cleared , or
improved property under cor.tracts req�iirir,g the
improvemer.ts af the proper y.
___ 7. prc�sion of vehicu2ar cir ulation through:
• a. Implementatior, of t e thoroughfare compar,er.t oi
the City's Compreher,s've Plar,. �
b. The cor. structic or recor, struction o �
' sidewalks , pedest ian-ways., street lights ,
- � traffic cor,trol d vices ar►d other facilities �
where cor,ditior.s warrant and where such
improver�er,ts will er.hance the er,viror.mer,t of
. • • the area ar.d � aug ent rehabilitatior. ar.d/ or
• � developmer.t activiti s.
8. � Coord.ination of project ctivity ar,d fir.ancir►q with humar.
services agencies , cit ' zer, participation er.tities ,
planr.ir.g ager.cies and bu get co�mittees.
1 •
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� 9 . Implener,tatior,, where ap ropriate, of statut�ry authority
for creatior. of economic developmer.t projects and parkir,g
districts, ger.eral obli ation ar.d rever.ue bond issuar�ce,
tax incremer.t, rete*.tior , property assessmer�t, tax levy, �
capi taI grar.t , ar►d ot er author i ty which may be of
assista*,ce ir, accomplis ir.g the objectives and lar.d use
ar,d buildir�g requirener. s of this Plan.
� 10. Property mar.agemer.t , and project administtation ,
demolitior. of structures , street vacations or
. � dedicatior►s, land assem ly ar,d title clearance, property
exchar.ges , cor,tractir,g with public bodies a;.d propertu
owners, ar.d other activ ties r,ecessary or appropriate to
_�- - ca-s-ryir,g out the pro isions ar.d accomplishir,g the
objectives of this Plar,
D. PUBLIC IMPROVEN�ErTS
A�nor.g the ways the City f .Saint Pasl will address the
� ecor.omic ar,d physical stagnation of • the Sever.th Place
Redevelopmer, t Project il � be through programs of �
� cor.structior. of public i provements to � accomplish the
_developmer.t objectives of t e Project.
1 . Sever�th Place Buildir.g
� ' The City will constru t the Sever,th Place Euilding , a
. multi-level public cor.c �rse and oper, space which will be
utilized as a public g therir►g place ar.d the focal poir.t
of the Sever.th Place Redevelopmer.t Project and the
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� central business distr ' ct. The Sever.th Piace 6uilding
will ir.terface directl with construction intended to
provide 250 trar�sier,t esider.tial accommodations, 500
' stalls of public parkin , 240,000 square feet of retail
space ar.d 600.�00 square feet of office space , ar,d will
be the cer,tral node o the City's public pedestriar.
concourse ar,d skyway sy tem.
2. Pedestriar� Concourses a d Skyways
The City will const uct four skyway bridges , or.e �
pedestrian cor.co urse ir. additior. to skyway-related
improver�er,ts ir,tercor. ecting the system to ar,d through
abuttir,g blocks to the roject Area.
�- 3. Sev'�r.th Place Mall � •
The City will cor.struc the Seventh Place Mall ir, Sever.th
Street. The first phase of this mall will be the
constructior. of a pu lic parkir,g area with limited
�. pedestriar, ar.d vehicul r access from- St. Peter Street to
' � Cedar Street ar.d from ir.r�esota Street to Jacksor� Street.
The cor,struction of t is mall may be extended in future
phases, the cor�structiar. may be improved upor., and the
• ' • public parkir.g may be emoved and the ma21 improved to be
' solely a pedestria . place with vehicular access
� prohibited . ��
4. Other Public Improveme .ts �
The Cit cor.struc additior.a2 skyWays, and pedestriar.
�
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. concourse �improvemer.ts as well ts curbs , gutters,
sidewalks, lightir,g and e like as are determir.ed by the
ager.cy as r�ecessary or d sirable to attract ar+d er,courage
private redevelopment ir. accordance with this Plan.
5. District Heatin9
Hot water district heat r.g is programmed to replace the
less er►erqy efficier►t a d economic heat services withir.
_ � the cer.tral business di trict. Ir�stallation of service
lir,es for hot water istributior, , ir.cluding their
� planr.ing , design and c nstruction, withir. the Sever.th
Place Redevelopmer.t Pr ject ur,der the district heating _
program will be an ess r.tial project ur.dertakir.g . The
-�-- ' City or agency may p ovide such financial or other
assistar.ce to the ystem supplier as ir. their
determir.atior. is r�ecess ry or cor,ver.ient to the provisior.
of the hat water dist ict heatir.g distributior. system
. . , within the Project are . -
6 . Civic Center Facility � •
The• Civic Center F cility, ir.cl :idir.g the arer.a , '
_ . auditorium , exhibitio � ha12 , meeting room , ar.d parkir►g
ramp ar,d pedestriar, tu r.el, cor�stitute a primary facility ,
� for the provision of ultural, recreational, conver,tior.
� � ar,d . public meet�ir.g act vities within the cer.tral busir.ess
district ar.d Proj ct Area. Improvement of this
supportir,g facilit , ir,cludir.g its acquisition ,
� 1.3
. dispositior�, cor,strurtion , reconstructior., repair and
the furnishing of assis ar,ce to its operation ar►d
mair.ter.ar►ce, is deemed a r, cessary activity and facility
• in support of the Proje t and an essential Project
undertakinq . The City r agency may provide such
financial or other assistance to the Civic Cer,ter
AutMority or other party n interest ir, the facility as
ir, the determination of t e City ar,d Ager.cy is r,ecessary
or conver,ier,t to the a complishment of the Pzoject -
objectives. �
E. LAND DISPOSITZON AND PRIVATE I 'PROVEMENT AGREEMENTS
1, properties acquired by the desigr.ated city agency
�-- . pu•rsuar,t to this Plan ma be disposed of by any of the
followir,g methods of comb natior►s thereof:
a . Demolish the struct re thereor, and dispose of the '
land in accordance wi h this Plan. .
� b. Sell the proper y subj�ect to its beir.g
' � � rehabilitated to meet 2oca2 applicable codes. �
c. Rehabilitate the property to meet local applicable
codes ar.d sell the property at its fair market
• ' • value or lease �at fa ' r rental value.
' d. Dispose of proper y to appropriate public and
. private entit.ies for the purpose of providir,g
supporting facilitie and project im provemer.ts.
1 '
e. Dispose of lar,� in' a y other manr�er cor,sister.t with
this Plar, ar.d al owable by applicable laws
and reg�latior,s.
The Housir,g and Rede elopmer.t Authority may elect to
dispose of the pr perties individually or in
. combinatior,s, which ver method will best accomplish
� the purposes of t is Plar.. In any case , all
� disposition of sites will foilow the requirements of
State ar,d Federal la s. �
• 2. The ager.cy, ir, cooperati n with private property owr,ers
within the project area will assess individual property . �
improvemer,t r.eeds and de elopmer,t oppor�ur.ities with the
-�-- ° ob�ective of concludin private property improvemer,t
agreemer,ts with the wners . Specific additional
guidelines governing and disposition and property
improvemer.t agreemer,t ar recited below:
� a . Lar,d Use and Buildin Restrictions
Land use contiols sh 11 be in accordar�ce with sectior,
� � F. of this Plan and as applicable, � ir. accordar.ce
with section C. 3. of the Redevelopment P}.an for
Dowr.towr, Urba� Renew 1 Area, Mir,n. R-20, and will be ,
� ' ir.corporated into and disposition documents ar.d
property �improve ent agreements . Build•ir.g
restrictior. provisio ,s further detailing these lar.d
use cor.trols and gov rning density, bulk, open space,
1
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, set backs , parking , circulatior, , etc . , wi � l be
provided in land disp. sitior, cor,tracts a�.d property
improvemer,t agreemer,ts '
3. ' Circulation Requirement
The circulatior. system s all be in accordar,ce with the
Com prehensive Plan compor, nts for the St. Paul core area.
4. Redeveloper' s Obligations
. �
The general requiremer,t to be contained in the lar,d
disposition and property i provement agreem ents are: �
a. To develop land in ac ordance with the cor,trols and
objectives of this Re evelopment Plan.
b. To cor�mer,ce ar,d compl te building improvements withir.
-- •—'a reasonab2e period of time as �determined by the
implementation agenc .
c. To commence ar,d coraplete rehabilitatior, or �
renovation within a reasor.ab2e period time aS
�. determined by the im lemer,tatior.. ager.cy.
� . 5. Urbar, Design Ob�ectives nd Cor,trol ,
a . Land Disposition Con racts
The implementatior, agency may cor,tiact for sale of
• ' • property receipt and acceptance of preliminary plans, �
' but r.ormally will n t dispose of property under such
. contract prior t receipt ar,d acceptance of
cor,structior, drawi gs. The agency shall retain the
right of design re iew and may reject any proposal
. ' 6
. . . �
i .
' which is felt to be inconsister.t with the goals and
objectives of the Plan. Specific desigr. objectives
and criteria will be established for each parcel
prior to dispositior�, a ,d proposals will be evaluated
in the light of these bjectives and criteria. Such
objectives and crite ia •will ger,era2ly seek to
achieve the Developm nt Objectives set forth in
� section B. of this ' Red velopmer.t Plar,.
b. Property Improv�ment A reements
- Specific desigr. obj ctives and criteria will be
established for each parcel ur,der private property
impravement agreemer,t and the private developer wi31
-�- ' -°�agree to submit prel minary and cor,stru�tion plar,s �
for ager.cy review ar,d approval.
6 . Duratior. of Cor,tro2s
�..�� �� '
The development cor.tr ls and regulatior,s will be
' . . ir,corporated ir.to th deeds conveying land ar.d
shall be maintair,ed a d continued ir, effect for a
� � period of thirty ( 3 ) years from the date of
_� approval for the Redeve opmer.t Plar. by the City Council
� of St. Paul. '
� F. GENEI4AL LAND USE
.___.--
1 . Lar,d Use Map • �
Predominant general 2 r�d uses ar,d major circulation
routes shall be in ac ord with the objectives of the
.7
• • • .
Comprehensive Plan of t e City of Saint PauZ. Proposed
land uses are shown on M p. No. 1 .
2. Description of Each Predo inant Land Use Category on the
� Land Use Map •
a . Commercial - Retail � .
- - •
1) Jescription of I tended Character or Fur,ctior,
The Commercial- etail area is intended to cor,tair,
� the City's gr atest concer,tration of retail
stores, primari y serving the city and region and •
relating to an coaiplementir,g the surrounding
intensively uti2ized office , retail
� and entertaimm �t facilities. This area should
--- � accom modate n w retailing £acilities and the
expansior, of e istir.g sour,d retail uses.
� 2) Descriptior. of Permitted Lar.d Uses '
Permitted use sr,all ir,clude retaiZ commercia2
' establishmen s, restaurants , gersor,al service
• � establishment and similar ar,d compatible uses. '
' Ancillary us s above ground floor levels shall
ir.clude admi istrative , fir,ar�cial, professior.al
. • • ar.d similar ses of offices. Short-term housing
• � (hotel and m tel) and high density housing is
permitted i developed as a part of a camplex
which , in he judgment of the Housing and
Redevelopmen Authority, adequately supports the
18 •
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- basic retail chara ter of the Comm ercial-Retai�
Area.
3) Der,sities �
- Der,sities within the Commercial-Retail Area
should be high, enerally with provision for
ad�it:onal space f r pedestrian circulation.
b. Commercial - Office
_ �
. � 1) Description of Int nded Character or Fur,ction
These areas sho ld contain the City' s most
. diverse , ir,tens ' vely developed and utilized
office facilitie int�egrated with supporting
retail and entert inment facilities. . They should
..�_ ' --- provide facilities . for emp2oyers dependent on
concentration to facilitate face=to=face contact .
ar,d achieve conc ntratior, vf diverse employment
facilities. Fa ilities for those com mercial
r establishments equiring a locatior. within the
7th Place Projec , but not within the Commercial-
' Retai2 Area, sho ld be provided in these areas.
_ 2) Types of Uses to be Permitted
� � Administrativ , financial , communication , .
� ' goverr,r�er.taZ an professior,al offices, along with
commercial an personal service required• to .
�upport the off ce functior.s are permitted in the
Comm ercia2-Off' ce Areas.
19
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� Ancillary uses s aIl include shart term housing ,
high density ho sing and parkir.g structures.
Surface paiking may be permitted as an interim
• use prior to sta t of developmer.t.
3) Density . �
Commensurate wi h location as a part of the high
density use are : specific requirements to be
developed durir. land marketing activities.
c. Residential
1) Description of ntended Charactez and Fur.ction
This area shoul provide high density housing of
a type czeatin internal resider�tia2 amenitfes
•-- �-�-� and serving su port institutior,al, downtown and �
governmental u es. In addition, the area should
be developed to consolidate the existir,g �
residential d velopmer,ts ir,to a self-contair.ed
� and identifia le resider.tial area. It should
' � complemer,t th environment of the ir,stitutional
� uses of the h using developmer,t in the Capital
Cer.tre Redev lopment Project, Mir,n. R-20. It
• � • should help to create a base for nightime
• � cultural and ntertainment activities.
2) Types of Uses to be Permitted �
High-rise re idential; related public and semi-
public uses ncluding churches, schools , parks
20 '
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. , .
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� � � and open spaces; parking facilities to serve
. permitted uses, d veloped so they are compatible .
and r�on=dominar�t; and limited retail commercial
uses purely anci lary to resider.tial uses and
intended prima ily to meet the needs of
� residents , inclu ing such uses as food and drug
: stores, ar.d resta rants.
. 3) Density .
-
, (a) Specific density limits sha21 be
.
establish d durinq land marketing
activities.
d . Public
�_ - .__---
1) Descripti�on of In ended Charactez and Function
This area shou d contain City=Wide serving
facilities inte .ded 'to er.hahce the econamic ,
_ social , � cultura and educatior.al base of the -
' . City.
, ' 2) Types of Permitt d Uses � .
Facilities fo 'r xhibition and museum purposes;
- . � ger.eral govermm �taZ of f ice f unctior,s; public _
' outdoor passive ecreational facilities and open
spaces intenaed to pra� ide re�ief -in built u�
areas , as a se tinq for civic events, and to
complement the djacent residential use; semi= _
p��blic or instit tional uses, as appropriate and
2�
( • • •
� 1
. f , .
� similar in funct'on to the predominar.t permitted �
uses; ar,d� commer ial uses in limited amounts and
intended primar ' ly to provide service to the
predominant public user , such as food and
beverage establi hmer,ts and existir.g commercial
� transier.t housin facilities.
3. Planning Criteria or Sta dards
� a . Ancillary Uses
l� Where Commercia =Retail is Predomir.ar,t Use
a) Parking fa ilities in structares wiZl be
provided , dequate and conver.ier.t to serve
the parki g demand generated by retail
.�_ ----� • . -
shoppers a d wiZl be so located as to achieve
good access characteristics to major cities. .
• b) Major reta 1 and other com mercial facilities
wi.11 �be e couraged to .link into and extend
� the exist ng Pedestrian Concourse system �
� which was developed as part of the Capital
Centre Do town Urbar� Renewal Project, Minn.
R-20. � �
• 2) Where Commercial= ffice is Predomir,ant Use
� aj patk:r,g aci2ities in structures a•i?Z be
provided adequate to serve the short term
demand ge erated and will be so located as to
22 • , `
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� .
' ` ' � achfeve good ac ess characteristics to major
� � streets.
b) An extension f the Pedestrian Concourse
System will be encouraged to provide numerous
pedestrian onnections between the
� Commercial-0ff ce areas ar.d the Commercial-
Retail Area.
' 3) Where Residential s Predominant Use
a) Parking facili ies, visually non=dominant and
� located so as to= minimize vehicular traffic
through the residential area , will be
provided in a cordance with local codes and
-�-- � ---• ordinances an limited primarily to residents
and guest r ttrose required to serve
permitted ar� illary uses .
b) Public ar.d s mi-public uses will be limited
to residenti 1 related (city-wide facilities
prohibited) nd will ger.erally be located on
� � the periphe y of the predominant use with
_ proximity t m ajor streets.
- . c) Commercial acilities of a resident=servir,g
nature , o compatible with residential �
developmen , such as- small fo�d ot drug
stores, wi 1 be perm i tted and on2y i f bui lt �
as part of residential buildi.ng complex.
4) Objectives for the Ir,ternal Circulation System
23
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. ,
. #
� The Plan objecti es for the � internal circulation
system as those s.et forth in the Com prehensive
Plan components for the Saint Paul core area.
4. •project Minn: R=20: La d Use Provisions and Bui2dir,g
Aequirements for Blocks A, B, C, D, E and G �
The Land Use Provisi r,s and Building Requirements
cor.tained in section C. 3. of the Redevelopmer.t Plan for
Do wntown Urban Renewal Area, Minn. R=20� aze adopted for
Blocks A, B, C, D, E an G of said project, now contained -
within the Seventh P1 ce Redevelopment Project , except
that with respect t Block G of said project , the
following amendments aze hereby made in said section
..._ . C.s:�: � .
a. Section C. 3.c.1) (c) is amended by addir.g the
fol2owing after he dash in the first line : "With �
respect to Block , 100� coverage is al�owed. 4�'ith
' respect to Block K. . ." - .
' ' b. Section C. 3 .�. 3 (a) is amended by addir.g the �
� followir,g at the beginning : 'Except cn Block G ,...'
c. Section C.3.c.6) 's amer.ded by deletir,g reference to
• ' • , Block G. �
' G. EFFECT OF PLAN ADOPTION 0 PREVIOUS REDEVELOPMENT PLANS AND
DEVELOPMENT DISTRICT � .
.--
1 . Downtown Development District No. 1
Adoption of this Plan will rescind the Downtown
24 '
. . ' .
�
. �
� � Development District No. District and Program. This
recission �shall be effecti e upon delivery of the bonds
to refur.d and retire outst nding tax � increment supported
general obligations bonds issued by the City under the
Downtown Development Distr 'ct No. 1 Program.
2. Ne.ighborhood Development ro ram Area Minr,. A=1-S; and
Neighborhood Development P �o ram Area Minn. A=1=6
. Adoption of this Plan sha 1 ,amend the boundaries of the
. project areas of the Minn A=1=5 and Minn. A=1=6 projects
ar.d programs, by de2etir,g from said areas the area herein
described in section A. o this Plan.
3. Project Minn. R-20 : Rede e2opmer,t Project, Plan, Lar.d
_�- ' �---• . . .
Use Provisior,s ar,d Buildin Requiremer,ts for B2ocks A,
B, C, D, E and G
The Dowr,town Urban Rer,e al Area Project Mir,r,. R-20 shall
_ remain in effec�t to t e extent tbat the Minn. R-20 �
' . Redevelopmer,t Plan an this P2an provisior,s may be
� inconsistent; the term of this Plan shall cor.trol and
the inconsistent provi ion of the Minn. R--20 Plan shall
• . be amended by the prov sion of this Plan. The Land Use
. . provisior.s and Building Requirements contained ir, section
C.3. of the Redevelopme t Plan ior powntown Urban Renewal
Area , Minn. R-20, are dopted in section E.4 for Blocks
A, B, C, D, E, and G, of sa id proj ect, now conta ined
within the Seventh P1 ce Redevelopment Project , except
25
� � . . -
�
. • �
that w_ith respect to Blo k G of said project , tbe
follo wing amendments are h reby made in said section
.
C.3. .
Section C. 3.c.1} (c? ' s amended by adding the
following af ter the da h in the first line: "With
respect to Block G, 10 $ coverag�e is all�wed. With
. respect to B2ock K . . ."
Section C. 3.c.3) (aj is amended by adding the
,following at the begi ning: "Except on Block G ..."
Section C.3.c.6) (b) is amended by deleting the �
ref erence to Block G.
H. OTHER PROVISIONS NECESSARY 0 MEET STATE AND LOCAL
REQUIREMENTS
1. Non=Discrimination
�_ .._...... - .
Every contiact for sale, lease or redevelopment of
property withir. the Sevent Place Redevelopmer,t Project .
- ai12 include prohibitior. against land speculation,
require compliance with 21 state and local laws in
� effect from time to time prohibit discrimination or
� segrzgatior, by reasons of ace, religion, color, sex, or
� national origin in the sa e, lease o�r �occupancy of the
property, ar.d require that this latter provisior. be made
• : a covenant rur.ning with th land ar►d be bindir,g upon the
redeveioper and every s ccessor in interest to the
property.
2. Vacations, Rezonings , Dedi ations ar.d Covenants
Vacations, rezonings, and dedications of public rights=
26 '
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. . ,
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of-way as may become ne essary shall be accomplished by �
separate actions in acc rdance with state law and local
ordinances and will be i .itiated by� the agency or by the
redevelcper.
I. PROVISIONS FOR AMENDING PLAN �
The Redevelopment Plan may be modified at any time in the
m ar,ner provided by la w, and ill be reviewed annually by the
� Saint Paul Planning Commi sion for conformance with the
City' s Com prehensive Plan:
...L�- � ��'
{ , •
� '
, I�--�- aaa�
ci#y of saint paui
planning commission resolut'
file number 89-80
UdtE? September 22, 1989
WHEREAS, Minnesota Statutes require Pla ning Commission review of
Redevelopment Plans sub�nittc3 to i.ile iio sing and Redevelopment Authority for
compliance with the Comprehensive Plan; and
WHEREAS, the Housing and Redevelopment uthority of Saint Paul has transmitted
to the Planning Commission the Redevelo rnent Plan for the Seventh Place
Redevelopment Project Area (downtown) ; nd
WHEREAS, the Saint Paul Planning Commis ion has reviewed the proposal to amend
the Redevelopment Plan and the activiti s groposed in the Tax Increment Plan;
and
WHEREAS, the Saint Paul Planning Commi sion has found the proposed amendment
to the Redevelopment Plan to be consis ent with the Saint Paul Comprehensive
Plan;
NOW, THEREFORE, BE IT RESOLVED, by the Saint Paul Planning Commission. that
the proposed amendment to the Redevelo ment Plan for the Seventh Place
Redevelopment Project Area is in compl ance with the Saint Paul Comprehensive
Plan; and
BE IT FURTHER RESOLVED, that the Plan ing Commission finds the general
programs in the Tax Increment Financi g Plan to be consistent with the intent
of the Comprehensive Plan; and
BE IT FL'RTHER RESOLVED, that v�ry car fsl desisz be developed for any Ric:e
Park area pedestrian improvements so hat the existing pedestrian atmosphere
_ and activity is supported; and
BE IT FURTHER RESOLVED, that when spe ific projects are fully developed the
Planning Commission shall review them for conformance with specific policies
of the Comprehensive Plan; and
BE IT FINALLY RESOLVED, that the Pla ing Commission' s findings be transmitted
to the Housing and Redevelopment Aut ority for their consideration.
moved by MC DONELL
sE;conded by T
in favor Un�S
2tC,���'1St �
g���`t T o•i
CITY OF SAINT PAUL
.
+ �_�,��,n c� DEPARTMENT F PLANNING AND ECONOMIC DEVELOPMENT
. „ DIVISION OF PLANNING
,...
25 West Fourth Street,Saiot Paul,Minnesota 55102
612-22&32 i 0
GEORGE L/�TIMER
MAYOR �Gf� �
��
M E M 0 R A N D U M
DATE: September 14, 1989
T0: Planning Commission
FROM: Economic Development Committee
RE: Review of Amendment to the Rede elopment Plan
for the Seventh Place Redevelop ent Project
I. INTRODUCTION
The Seventh Place Redevelopment roject was established in 1978 thereby
superseding the Downtown Develop ent District. The project was
developed for the purposes of im roving the attractiveness and
desirability of downtown as a pl ce in which to live, work and shop. A
good deal of emphasis was placed on improving the pedestrian-orientation
of downtown, solidifying downto as one of two metropolitan centers,
and attracting private investmen /reinvestment in downtown. Since 1978
the Redevelopment Plan has been mended three times (1981, 1982, 1983)
and is being proposed for a fina amendment in 1989.
The HRA Board has requested the lanning Commission's review of the
Redevelopment Plan amendment for consistency with the Comprehensive
Plan. Included in this review a e comments concerning the uses for
funding as listed in the Tax Inc ement Financing Plan as well as
amendments to the Redevelopment lan.
II. AUTHORITY FOR REVIEW
This proposal amends an official Redevelopment Plan initiated by the HRA
Board. Three portions of Minnes ta Statutes Chapter 462 provide
relevant authority for Planning ommission review of the Redevelopment
Plan.
III. BACKGROUND
From both program and financial erspectives the Seventh Place
Redevelopment Project has been a resounding success. Since 1978 private
and public efforts have resulted in over $295 million of private capital
investment. New developments ha e included office, housing, retail and
hotels as well as skyways, parki g facilities and parks. In 1981 and
1982 the project was amended for development of district heating and in
1983 it was amended for the Civi Center sale/leaseback. In 1985 more
Planning Commission
September 14, 1989
Page 2
Tax Increment bonds were sold for e World Trade Center. As of 1987
the captured assessed value (total 1987 assessed - base value) was
almost $96,000,000.
Now the HR.A Board is considering a additional obligation to the tax
increment district of approximatel $22,000,000 for the following
purposes:
A. The construction of parking fa ilities including, but not limited
to, an approximately 600 car p rking ramp (expandable to 1200) in
the northeastern quadrant of t e Tax Increment District.
B. The construction of pedestrian connections including, but not
limited to, the following area : the HEMAR Complex, Block L/Post
Office, Union Depot Complex, W shington Street and the Civic Center.
C. The rehabilitation of the Civi Center complex including, but not
limited to, improvements to th walls, ceilings, rest rooms,
exterior, lighting and air co itioning.
D. Streetscape improvements and enities, along various streets
including, but not limited to, (i) Wabasha Street, (ii) Seventh
Street between Cleveland Circ e and Triangle Park (Block 23) , (iii)
• Fourth Street between Wabasha and St. Peter, and (iv) Market Street
between Fifth and Sixth.
Specifically, the Redevelopment P an proposed amendment includes the
following:
- public loans and r� ants are s ecifically listed as potential public
actions to remove stagnation, blight and economic physical
deterioration
- ublic arkin facilities st eetsca e im rovements landsca in
furniture and enclosed ubli s aces and concourse nodes are listed
as potential public improvem ts
(See attached memo for more etails. )
IV. CONSISTENCY WITH THE COMPREHENSI E PLA�
A. DOWNTOWN FRAMEWORK - 1986
The Downtown Framework empha izes downtown as a "work place" , a
"market place" , a "living pl ce" and a "cultural and entertainment
center" . The accommodation f these uses is dependent in large part
upon accessible circulation nd parking, open space amenities and
quality urban design. Speci ically, the Circulation and Parking
discussion calls for adding ,200 parking spaces in Lowertown and
the World Trade Center areas with at least some public assistance in
order to insure that a park' g system is well coordinated with the
Planning Commission
September 14, 1989
Page 3
system of streets and activiti s downtown. New parking facilities
should be large (1,000 or more , located on major streets at the
edges of the downtown core, an connected to the skyway system.
In addition to parking, the Do town Framework calls for extension
of the skyway system with spec al attention to the Lowertown and
Rice Park areas. Within Mears and Rice Park areas the street level
pedestrian environments and ac ivities are particularly important.
Street level circulation shou be emphasized in planning for these
areas.
The Downtown Framework recogn'zes the Civic Center as an integral
element of the cultural and e tertainment variety of downtown.
Parking, circulation possibil ties, and design of downtown spaces
and amenities should take eve y opportunity to encourage
multipurpose visits. Pedestr an ways, landscaping and open space
features need to convey a str ng sense of connection. Pedestrian
ways must also convey a stron sense of security and safety.
Finally, the Downtown Framewo k calls for improving streetscapes
including elements such as si ewalks, street furniture, street level
facades, signs, setbacks, tre s and small plazas.
Comment: The Downtown Frame rk is highly supportive of the types
of projects proposed and the otion that public investment in
parking, streetscapes and pe estrian ways is warranted. Two items
emerge for further considera ion. First, the size of a new parking
facility may be constrained y site and access characteristics,
however, the Downtown Framew rk's intention is for large (1000 plus)
facilities�. Second, pedestr an connections in the Washington
Street/Civic Center area mus emphasize the street level attributes
of Rice Park even though alt rnatives may be provided. Nothing
should be done which diminis es the pedestrian activity and
atmosphere of Rice Park.
B. DOWNTOWN PARKING PLAN - 1986
Comment: Since the Downto Parking Plan and Downtown Framework
were developed in conjunctio with each other the basic policies are
the same, The Downtown Par ing Plan also supports a parking ramp at
the northeast edge of the d town core.
C. SAINT PAUL SKYWAY PLAN - 19 7
The Skyway Plan recommended skyway links within the area bounded by
Lafayette Freeway on the ea t, I-94 on the north, the river on the
south and the Civic Center n the west. Within this area the
primary interior pedestrian system is the skyway although alleyways,
tunnels, covered walkways a d streetscape programs are potential
supplements. Specifically elated to Rice Park is the following
policy:
Planning Commission
September 14, 1989
Page 4
Serious consideration s ould be given to alternatives for
connecting the Rice Par area to the overall pedestrian
circulation system, kee ing in mind benefits and expenses
involved. The City is dvised to do further study of
possible underground c nections and should carefully
consider the design of such passageways, recognizing that
the width and height o any potential corridor, as well as
the introduction of na ural lighting, will influence greatly
the perception and enj yment of that space.
Comment: This plan strongly s ports skyway system expansion for
economic development purposes. As for skyway/tunnel connections in
the Rice Park area, it encoura s consideration but recommends
careful design analysis.
D. Draft ECONOMIC DEVELOPMENT ST TEGY
The draft EDS calls for mainta ning and enhancing downtown's
economic role, in part, throug continued investment in public
improvements. These improveme ts include open space amenities,
streetscapes, parking, skyways and other pedestrian connections. In
addition, the draft EDS calls or investment in amenities which help
create an overall environment onducive to economic stability.
Comment: The direction of the Redevelopment Plan and prospective
investments is consistent wit the draft EDS.
V. CONCLUSIONS
The Committee finds the amendment to the Seventh Place Redevelopment
Project Redevelopment Plan to be onsistent with the City's
Comprehensive Plan.
Further, the Committee finds the eneral programs in the Tax Increment
Financing Plan to be consistent ith the intent of the Comprehensive -
Plan. However, further consider tion should be given to tunnel
recommendations before proceedin . Specifically, very careful analysis
of the design of any non-street evel pedestrian improvements in the
Rice Park area for their impact n the street level pedestrian
viability.
Finally, when specific projects re developed, the Planning Commission
should review them for conforman e with the specific recommendations of
the Comprehensive Plan.
VI. RECOI�Il"IENDATIONS
The Committee recommends the ado tion of the attached resolution.
AL/bp
------------------- --
WMITE - CITV CLERK
PINK - FINANCE � CO�1flCI1
GANARV - OEPARTMENT � GITY OF AINT �PAUL
BLUE - MqVOR . . � . . F1I6 HO. �
city attriy/JTx . .
Council esolution
Presented By
Referred To Committee: Date
� Out of Committee By Date
RESOLUTION RELAT NG TO THE SEVENTH PLACE
REDEVELOPMENT PR JECT AND TAX INCREMENT
FINANCING DISTRI T, APPROVING AN AMENDMENT
TO THE REDEVELOP NT PLAN AND ADOPTING A
TAX INCREMENT FI ANCING PLAN FOR SAID
PROJECT AND DIST ICT
WHEREAS , by Resolution No . 78-11/30-1, adopted November 30,
1978, the Housing and Redevelop ent Authority of the City of Saint
Paul, Minnesota (HR.A) approved he Seventh Place Redevelopment
Plan, the Project thereby propo ed and the Project Financing
Plan, which Plans and Project w re subsequently approved by the
Council the City of Saint Paul y Resolution C.�'. No . 272155
adopted December 5, 1978; and
WHEREAS , by Resolution No . 81-11/5-8 adopted November 5 ,
1981, and Resolution No . 83-5/2 -3 adopted May 25 , 1983, the HRA
adopted modifications to the P1 ns which did not require approval
of the City Council, and by Res lution No . 82-1/28-11 adopted
amendments to the Redevelopment Plan and Project Financing Plan,
which amendments were approved y the City Council by Resolutions
C.F. No . 278173 and 278670 adop ed February 4, 1982 and May 11 ,
1982; and
WHEREAS, the Seventh Place Redevelopment Plan, the Project
thereby created and the Project Financing Plan, as modified and
amended and Tax Increment Finan ing District created pursuant to
riinnesota Statutes Section 462 . 85 , Subd. 6 are now in effect in
the City of Saint Paul ; and
COUNCILMEN
Yeas Nays Requested by Department of:
[n Favor
Against BY
Adopted by Council: Date
Form Approved by City Attorney
Certified Passed by Council Secretary By
BY
A►pproved by 1�tavor: Date Approved by Mayor for Submission to Council
By gy
-2-
WHEREAS , a further amendmen of the Redevelopment Plan has
been proposed for adoption after May 1 , 1988 , which will extend
redevelopment activity within th Seventh Place Redevelopment
Project and Tax Increment Financ ng District beyond the scope of �
activity set forth in the Redeve opment Plan in effect prior to
May 1, 1988 , which further amend ent under Minnesota Statutes
Section 469. 179 Subd. 2 requires the HRA with regard to the new
activity to conform with certain provisions of the Tax Increment
Financing Act including the requ rement for adoption of a Tax
Increment Financing Plan; and
WHEREAS , there has been pre ented to the Council in connection
with said Project and District t e following documents :
1 . The Amendment to the Re evelopment Plan;
2 . The Tax Increment Finan ing Plan;
3 . The Report and Resoluti n of the Saint Paul
Planning Commission;
4. The Resolution of the H approving the Amendment
to the Redevelopment P an and Tax Increment
Financing Plan; and
WHEREAS , the Redevelopment lan, as amended, and Tax Increment
Financing Plan submitted contain an identification of need and
statement of objectives and prog am of the City and HRA for carrying
out of a redevelopment project a d tax increment district undertakings ,
including property to be acquire , public improvements and facilities
including open space to be provi ed, land use controls including
proposed reuse of private land t be employed, property disposition
to occur and other redevelopment roject activities and operations ;
and the Tax Increment Financing lan contains estima.tes of the
public redevelopment cost of the roject and District, including
administrative expenses , amount f bonded indebtedness to be incurred,
sources of revenue to pay said b ds and other public redevelopment
costs , the most recent assessed lue of taxable property within the
District, the estimated captured ssessed value of the District at
completion, and the duration of t e District' s existence ; and
-3-
WHEREAS , the City and HRA have provided an opportunity to
members of the Ramsey County B ard and Independent School District
No. 625 to meet with the City nd HRA and have presented the
Board members of said County a d School District their estimate of
the fiscal and economic implic tions of the proposed tax increment
financing di$trict; and
WHEREAS , the Saint Paul P anning Commission has reviewed the
said Redevelopent Plan and Ta Increment Financing Plan and
approved the same as being in conformity with the Saint Paul Com-
prehensive Plan, as amended, e general plan for the development
of the municipality as a whol ; and
WHEREAS , on November 9 , 989, the City Council conducted a
public hearing upon the Tax I crement Financing Plan, in conjunc-
tion with a public hearing up n the Amendment to the Redevelopment
Plan, all after published not ce of a hearing on both such plans
in the Saint Paul Legal Ledge on �ctober 21 , 1989; and
WHEREAS , at said public earing the City Council heard
testimony from all interested parties appearing on the approval
of the Amendment to the Redev lopment Plan and on the Tax Increment
Financing Plan; and
WHEREAS , the Council has considered the finding and determinations
of the Saint Paul Planning Co ission and the HRA, respecting said
Project, District , amended Re evelopment Plan and Tax Increment
Financing Plan, and additiona reasons and supporting facts recited
herein and Redevelopment and ax Increment Financing Plans ;
NOW, THEREFORE, BE IT RE OLVED by the Council of the City of
Saint Paul , Minnesota, having reviewed and considered the documents
submitted and the recitals , r presentations and provisions contained
therein, and having weighed d considered testimony presented at
the public hearing together ith evidence developed in connection
with the previous Council co sideration and adoption of Redevelop-
ment Plan and creation of th Tax Increment Financing District for
the Seventh Place Redevelopm nt Project as follows :
. . ,
-4-
l. It is hereby found, det rmined and the prior findings
of the City Council in ' ts resolutions approving the
Redevelopment Plan and endments thereto are hereby
ratified and affirmed, s follows :
A. The the undertaking and area of the Project,
as described in the Redevelopment Plan, as
amended, constitute a "redevelopment project"
within the meaning f Minnesota Statutes ,
Section 469 .002 , Su division 14;
B. That the land in th Project area would not be
made available to r development without the
financial aid to be sought ;
C. That the Redevelopm nt Plan for the Project
will afford maximum opportunity, consistent
with the sound need of the locality as a
whole, for the rede elopment of such Project
area by private ent rprise;
D. That the Redevelopm nt Plan conforms to the
Saint Paul Comprehe sive Plan, the general
plan for the develo ment of the locality as
a whole;
E . That other findings and election of inethod
of tax increment c putation, respecting
adoption of a Tax crement Financing Plan
otherwise required to be made by the City
Council under Minn sota Statutes , Section
469 .175 Subd. 3 pa ts (1) through (5) are
dispensed with und r direction of Section
469 .179 Subds . 1 a d 2 for the reason that
the Seventh Place edevelopment Project was
created and tax in rement certification was
requested prior to August 1 , 1979 ; and
F. That the additiona and extended redevelopment
project activities proposed by the Amendment
to the Redevelopme t Plan, and the tax increment
WMITE - CITV CIERK
PINK - FINANCE _ G I TY OF S I NT PAiT L Council
C4NARV - OEPARTMENT File _ NO.
BI.UE - MAYOR �
�
Council esolution
Presented By
Referred To Committee: Date
Out of Committee By Date
-5-
financing for under aking said activities is
both necessary and esirable in accomplishing
. the purposes and ob ectives of the Redevelopment
Project and Plan as amended in removing and
preventing the spre d of conditions of blight
and deterioration, nd in effectuating private
inves.tment in and r development of the Project
and District Area.
2. The Redevelopment and x Increment Financing Plans and
the Project and Distri t thereby created are each hereby
approved and the HRA i hereby authorized to undertake
and administer said Pr ;ject and District in accordance
with the provisions of the Amended Redevelopment Plan
and Tax Increment Fina cing Plan.
3 . The HRA is authorized o file two copies of the Tax
Increment Financing P1 n with the Commissioner of the
Department of Trade an Economic Development of the
State of Minnesota.
COUNCILMEN Requested by Department of:
Yeas Nays
In Favor
Against BY
Form Approved by City Attorney
Adopted by Council: Date
Certified Yassed by Council Secretary BY
By
Approved by 1Vlavor: Date Approved by Mayor for Submission to Council
5480 Resolution No. 89-11/9-
HOUSING AND REDEV LOPMENT AUTHORITY
OF THE CITY OF SA NT PAUL, MINNESOTA
RESO UTION
RELA ING TO
TAX INCREMEN REVENUE BONDS
(Downtown and Seventh Pl ce Redevelopment Project)
Serie 1989A
nd
TAX INCREMEN REVENUE BONDS
(Downtown and Seventh P1 ce Redevelopment Project)
Serie 1989B
nd
TAXABLE TAX INCR MENT REVENUE BONDS
(Downtown and Seventh P ace Redevelopment Project)
Seri s 1989C
nd
SUBORDINATED TA ABLE TAX INCREMENT
REVENUE OTE OF 1989
(Downtown and Seventh P ace Redevelopment Project)
� Adopted: vember 9 , 1989
TABLE OF CONTENTS
( Included for convenie ce of reference only)
Page
Recitals 1
ARTICLE I - DEFINITIONS 3
Section 1 . 01 . Definition 3
Section 1 . 02 . Other Defi itions and Notes of
Interpreta ion 10
ARTICLE II - THE BONDS - IN GE ERAL
Section 2 . 01 . Form of Bo d 11
Section 2 . 02 . Redemption Purchase 11
Section 2 . 03 . Bond Regis rar 12
Section 2 . 04 . Execution nd Delivery 13
Section 2 . 05 . Authentica ion; Date of Registration 13
Section 2 . 06 . Registrati n; Transfer; Exchange 14
Section 2 . 07 . Rights Upo Transfer or Exchange 15
Section 2 . 08 . Interest; ecord Date; Principal
Date 15
Section 2 . 09 . Holders; T eatment of Registered
Owner; Con ent of Holders 15
Section 2 . 10 . Descriptio of the Global Certificates
and Global Book-Entry System 16
Section 2 . 11 . Inunobiliza ion of Global Certificates
by the Dep sitory; Successor
Depository• Replacement Bonds 17
Section 2 . 12 . Redemption - Global Certificates 19
Section 2 . 13 . Form of Bo d - Global Certificates 19
Section 2 . 14 . Registrati n; Transfer; Exchange -
Global Ce ificates 20
Section 2 . 15 . Redemptio - Non-Global Bonds 20
Section 2 . 16 . Form of B d - Non-Global Bonds 21
Section 2 . 17 . Registrat ' n; Transfer; Exchange -
Non-Globa Bond 21
ARTICLE III - THE SERIES 1989 BONDS, THE
SERIES 1989B BO DS AND THE
SERIES 1989C BO DS 23
Section 3 . 01 . Sale of B nds 23
Section 3 . 02 . The Bonds General 25
Section 3 . 03 . Purpose 26
Section 3 . 04 . Interest 26
Page
Section 3 . 05 . Redemption 26
Section 3 . 06 . Deposits to Accounts; Disbursements 28
Section 3 . 07 . Depository etter Agreement; Other
Documents 28
Section 3 . 08 . No Designa ion of Qualified Tax-
Exempt Obl ' gations 29
Section 3 . 09 . Consent an Notices to AMBAC 29
Section 3 . 10 . Defeasance 31
Section 3 . 11 . Payment Pr cedure Pursuant to
Municipal ond Insurance Policy 32
Section 3 . 12 . Fiduciarie 34
Section 3 . 13 . Rights of ondholders 34
Section 3 . 14 . Parties In erested Herein 34
Section 3 . 15 . Suits 35
ARTICLE IV - PROJECT FUND; ACC UNTS; EXCESS EARNINGS FUND 36
Section 4 . 01 . Downtown a d Seventh Place
Redevelopm nt Project Accounts 36
Section 4 . 02 . Bond Retir ment Accounts 36
Section 4 . 03 . Escrow Acc unt 39
Section 4 . 04 . Capital Ac ounts 40
Section 4 . 05 . Revenue Bo d Debt Service Account 41
Section 4 . 06 . Debt Servi e Reserve Account 42
Section 4 . 07 . Excess In stment Earnings Fund 44
Section 4 . 08 . Other Pro isions 44
Section 4 . 09 . Investmen s 45
ARTICLE V - COVENANTS 49
Section 5 . 01 . Covenants 49
Section 5 . 02 . Tax Coven nts 49
Section 5 . 03 . Negative ovenant as to Use of
Improveme ts 50
Section 5 . 04 . Tax-Exemp Status of the Tax-Exempt
Bonds; Re ate 50
Section 5 . 05 . Covenant ith Holders 51
ARTICLE VI - ADDITIONAL BONDS 52
� Section 6 . 01 . Refunding Bonds 52
Section 6 . 02 . Additiona Parity and
Subordina e Bonds 52
ARTICLE VII - THE NOTE 53
Section 7 . 01 . Form of te 53
Section 7 . 02 . Terms of ote 53
Section 7 . 03 . Executio 53
Page
Section 7 . 04 . Purpose of Note 53
Section 7 . 05 . Acceptance of Offer to
Purchase t e Note 54
Section 7 . 06 . Dispositio of Note Proceeds 54
Section 7 . 07 . Registrati n of Transfer 54
Section 7 . 08 . Mutilated, Lost or Destroyed Note 55
Section 7 . 09 . Ownership f Note 55
Section 7 . 10 . Limitation on Note Transfers 55
Section 7 . 11 . Payment of Principal and Interest
on Note 56
Section 7 . 12 . Performanc of and Authority for
Covenants 56
Section 7 . 13 . Nature of ecurity 56
ARTICLE VIII - DEFAULTS AND RE EDIES 58
Section 8 . 01 . Events of efault 58
Section 8 . 02 . Remedies 58
Section 8 .03 . Limitatio on Remedies 59
Section 8 .04 . Suit by B dholders 59
Section 8 . 05 . Insuffici t Amounts 59
ARTICLE IX - OTHER PROVISIONS 60
Section 9 . 01 . Amendments 60
Section 9 . 02 . Discharge 60
Section 9 . 03 . Certifica of Registration 61
Section 9 .04 . Records a Certificates 62
Section 9 .05 . Severabil ' y 62
Section 9 . 06 . Headings 62
SCHEDULE I - Series 1989A B nds
SCHEDULE II - Series 1989B B ds
SCHEDULE III - Series 1989C B ds
EXHIBIT A - Form of Series 19 9A or 1989B Global Certificate
EXHIBIT B - Form of Series 19 9A or 1989B Non-Global Bond
EXHIBIT C - Form of Series 19 9C Global Certificate
EXHIBIT D - Form of Series 19 9C Non-Global Bond
EXHIBIT E - Form of Note
EXHIBIT F - Business Improvem nts
EXHIBIT G - Public Improvemen s
EXHIBIT H - City Improvements
EXHIBIT I - Senior Obligation
WHEREAS:
A. The Housing and Redevelopment Authority of the
City of Saint Paul, Minn sota (the "Authority" ) created
the Seventh Place Redeve opment Project (as hereafter
defined) (the "Project" ) on November 30, 1978, and has
amended its proceedings elating thereto, most recently
on November 9, 1989; and
B. The Tax Increme ts (as hereafter defined)
derived from the Project are pledged on a prior basis to
secure certain financial obligations (the "Senior
Obligations " as defined erein) of the City of St. Paul,
Minnesota (the "City" ) d the Authority; and
C. It is projecte that Tax Increments in excess of
those required to satisf the Senior Obligations will be
available to pay the de service on additional
financing; and
D. The Authority w wishes to issue the Bonds and
the Note (as hereafter fined) for the purpose of
providing funds to make improvements within or related to
the Seventh Place Redev lopment Project (as hereafter
defined) of the Authori ; and
E. The Bonds and he Note shall be payable solely
from Tax Increments to e derived from the Project and
(with respect only to t e Bonds) from amounts payable
under a Municipal Bond nsurance Policy issued by AMBAC
Indemnity Corporation; nd the Bonds and Note shall not
be a general obligation of, nor a charge against the full
faith and credit of, th Authority, the City or the State
of Minnesota or any pol 'tical subdivision thereof; and
F. The Authority as heretofore issued registered
obligations in certific ted form, and incurred
substantial costs assoc ' ated with their printing and
issuance, and substanti 1 continuing transaction costs
relating to their payme t, transfer and exchange; and
G. The Authority as determined that significant
savings in transaction osts will result from issuing
bonds in "global book-e try form" , by which bonds are
issued in certificated orm in large denominations ,
registered on the books of the Authority in the name of a
depository or its nomin e, and held in safekeeping and
immobilized by such dep sitory, and such depository as
part of the computerized ational securities clearance
and settlement system reg' sters transfers of ownership
interests in the bonds by making computerized book
entries on its own books nd distributes payments on the
bonds to its Participants (as defined herein) shown on
its books as the owners o such interests; and such
Participants and other ba ks, brokers and dealers
participating in the Nati nal System (as defined herein)
will do likewise (not as agents of the Authority) if not
the beneficial owners of he bonds; and
H. The Authority ha further determined that the
first three series of Bon s issued under this Resolution
shall be issued as obliga ions on which interest is
accrued and compounded s iannually and paid, together
with principal, only at aturity or upon prior
redemption;
I . The Authority h reby determines that the Series
1989A Bonds authorized h reby should be issued to refund,
in part, the City' s Gene al Obligation Refunding Bonds of
1978, and the Authority ereby further determines
pursuant to Minnesota St tutes 1988, Section 475 . 67,
Subdivision 3, that such refunding is necessary and
desirable for the reduct on of debt service costs to the
taxpayers of the City;
NOW, THEREFORE, BE T RESOLVED by the Board of
Commissioners of the Housing nd Redevelopment Authority of
the City of Saint Paul, Minn sota, as follows :
2
ARTI LE I
DEFIN TIONS
Section 1 . 01 . Defin'tions . As used in this
Resolution or any Supplemental Resolution, the following terms
shall have the meanings assign d in this Section.
Accreted Amount: fo each Bond (other than Bonds on
which interest is payable on a current basis ) , as of any given
date, the original principal a ount thereof plus interest
accrued and compounded to the ost recent Interest Date, as
applicable, as set forth on th Table of Accreted Values set
forth on each Bond;
Act: Minnesota Stat tes, Sections 469 . 001 through
469 . 068 and Sections 469 . 174 t rough 469 . 179 , as amended;
Administrative Ex en es : all administrative
expenses of the Authority as d fined in Minnesota Statutes,
Section 469 . 174 , subd. 14;
AMBAC: AMBAC Indemn ty Corporation, a Wisconsin
domiciled stock insurance comp ny;
Authority: the Hous ng and Redevelopment Authority
of the City of Saint Paul, Min esota, a public body corporate
and politic organized and exis ing under the laws of the State
of Minnesota;
Avera e Tax Incremen s : ( i) for the purposes of
Section 3 . 02 (B) , the average a ount of Tax Increments received
by the Authority in the years 995, 1996 and 1997; and ( ii)
for the purposes of the issuan e of additional Bonds, the Tax
Increments received by the Aut ority in the three calendar
years preceding the date of is ue of such additional Bonds;
Bond Accounts: the 'Revenue Bond Debt Service
Accounts" or "Bond Accounts" o as the "5eries 1989A Bond
Account" or "Series 1989B Bond Account" as appropriate created
and established by Section 4 . 0 hereof;
Bondholder: a Holde ;
Bond Purchase A ree nt: the Agreement between the
Authority and the Original Pur haser providing for the
purchase of the Bonds;
3
Bond Registrar: t e Treasurer of the City, who
shall act as bond registrar, transfer agent and paying agent,
or any Fiduciary acting as b nd registrar, transfer agent or
paying agent for the Bonds a d the Note;
Bond Retirement Ac ounts: the accounts by that name
created and established by A ticle IV hereof;
Bonds : collective y, the Tax Increment Revenue
Bonds (Downtown and Seventh lace Redevelopment Project)
Series 1989A issued pursuant to this Resolution in the total
original principal amount se forth on Schedule I hereto; and
the Taxable Tax Increment R enue Bonds (Downtown and Seventh
Place Redevelopment Project) Series 1989B issued pursuant to
this Resolution in the tota original principal amount set
forth on Schedule II hereto; the Taxable Tax Increment Revenue
Bonds (Downtown and Seventh Place Redevelopment Project)
Series 1989C issued pursuan to this Resolution in the total
original principal amount s t forth on Schedule III hereto;
and any additional Bonds is ued pursuant to this Resolution as
amended as permitted by Art cle VI hereof;
Bond Year: the t elve-month calendar period ending
on the first anniversary of the dated date of the Bonds; and
each twelve-month calendar eriod thereafter;
Business Im rovem nts : certain improvements and
activities within or relate to the Seventh Place
Redevelopment Project descr bed in Exhibit F attached hereto
and financed by the Series 989C Bonds and any additions
thereto or modification the eof which in the opinion of Bond
Counsel are permitted to be financed by the Series 1989C Bonds
under the Act but would cau e the Series 1989A Bonds or the
Series 1989B Bonds to be or become "private activity bonds"
within the meaning of Secti n 141 of the Code;
Capital Accounts: the "Capital Accounts" created
and established by Article IV hereof:
City: the City f Saint Paul, Minnesota, or any
successor to its functions,
City Bonds: tho e Senior Obligations which are
general obligation bonds i sued by the City and are listed as
Items 1 and 2 on Exhibit I hereto;
4
City Improvements : he improvements to be
undertaken by the City within r related to the Project which
are generally described on Exh bit I attached hereto, the
costs of which are to be paid r reimbursed from the proceeds
of the Note;
Civic Center: the S int Paul Civic Center, being
the convention, trade show, at letic event and entertainment
event facility owned (on the d te of original adoption of this
Resolution) by Civic Center Pa tners Limited Partnership, a
Minnesota limited partnership, and leased to the City pursuant
to the Lease Agreement;
Code: the Internal evenue Code of 1986 , as
amended, and all temporary, pr posed, or final regulations, or
rulings and decisions thereund r or under the Internal Revenue
Code of 1954 , as amended;
Debt Service Obli at 'on: ( i) for the purposes of
Section 3 . 05(B) (2 ) , the maxim aggregate amount payable in
any one year as debt service the Series 1989A Bonds, plus
the amount payable in such ye with respect to Senior
Obligations; and ( ii) for all ther purposes hereunder, the
maximum aggregate amount paya le in any one year as debt
service on all outstanding Bo s, plus the amount payable with
respect to Senior Obliqations in the same future year; and for
the purposes of either clause ( i) or clause ( ii) the amount
attributed to the Tax Increme t Note shall be the net payment
projected to be made in the r levant year;
Deferred Pa ent No e No. 2 : the "Deferred Payment
Note No. 2 " issued by the Aut ority pursuant to Resolution No.
83-10/13-2 ;
Depository: a trus company or other fiduciary
acting as a depository pursua t to a Depository Letter Agree-
ment with respect to Global C rtificates;
De ositor Letter R reement: with respect to the
Series 1989A, Series 1989B an Series 1989C Bonds, the Letter
of Representations dated on o about the date of issue of the
Series 1989A, Series 1989B an Series 1989C Bonds by and among
the Authority, the Bond Regis rar ( if other than an officer of
the Authority or the City) an The Depository Trust Company;
and with respect to any other series of Bonds, the similar
instrument with respect to G1 bal Certificates by and among
the Authority, the Bond Regis rar ( if other than an officer of
the Authority or the City) an a Depository;
5
Escrow Account: the "Escrow Account" created and
established by Article IV here f;
Excess Earnings: th amount of investment earnings
on moneys held in any account reated by this Resolution
(excluding the Series 1989C Bo d Retirement Account, the
Series 1989C Capital Account a d the Series 1989C Revenue Bond
Debt Service Account) , or in a y other fund or account,
required to be transferred to he Excess Investment Earnings
Account as earnings on "gross roceeds" of the Series 1989A or
Series 1989B Bonds (as defined by or under the Code) in excess
of the "yield" (calculated as equired by or under the Code)
on the Series 1989A or Series 989B Bonds;
Excess Investment Ea nin s Fund: the fund by that
name created as established by Section 4 . 07 hereof;
Fiduciary: any bank or other organization acting in
a fiduciary capacity with resp ct to the Bonds, whether as a
paying agent, Bond Registrar, ender agent, or escrow agent,
or in a similar function; prov'ded that a Depository shall not
be considered a Fiduciary here nder;
Fiscal Year: the t lve ( 12 ) month period beginning
on January 1 of each year and nding on December 31 of the
same year; provided that the thority may, by Supplemental
Resolution, provide for a dif rent twelve ( 12 ) month Fiscal
Year;
Global Certificate: Bonds in the form of one
certificate per maturity, eac representing the entire
accreted amount of Bonds due n a particular maturity date,
which single certificate per aturity may be transferred on
the Authority' s bond register as required by the Uniform
Commercial Code, but which ma not be exchanged for smaller
denominations unless the Auth rity determines to issue
Replacement Bonds as provided herein;
Holder: the person or entity in whose name any Bond
is registered on the books of the Authority, or, in the case
of Global Certificates, regis ered in the name of the
Depository or its nominee;
Improvements : coll ctively, the Business Improve-
ments, the City Improvements nd the Public Improvements;
Insurer: AMBAC;
6
Interest Date: each March 1 and September 1,
commencing March 1, 1990;
Lease: the Lease Ag eement dated as of September 1,
1983 between Civic Center Part ers Limited Partnership, as
"Lessor" , and the City, as "Le see" , for the Civic Center;
Munici al Bond Insu nce Polic : shall mean the
municipal bond insurance poli issued by AMBAC insuring the
payment when due of the princ 'pal of and interest on the Bonds
as provided therein;
National System: t e computerized national
securities clearance and sett ement system to register
transfer of ownership interes s in debt securities by making
book entries on the books of Depository, and through which
payments are distributed to P rticipants as shown on the books
of the Depository as the owne s of such interests;
Non-Global Bonds : eplacement Bonds, which are not
issued in the form of Global ertificates;
Note: the Subordin ted Taxable Tax Increment Note
of 1989 issued pursuant to Ar icle VII of this Resolution in
the original principal amount of $ ;
Original Purchaser: Piper Jaffray & Hopwood
Incorporated, Doughterty, Daw ins, Strand & Yost, Incorporated
and Miller & Schroeder Financ 'al, Inc . ;
Participants: the inancial institutions or
securities dealers for whom t e Depository effects book-entry
transfers and pledges of secu ities deposited and immobilized
with the Depository;
Paying Agent: the ond Registrar;
Payment Date: any date on which Bonds become due
whether by scheduled maturit , mandatory or optional
redemption or otherwise;
Permitted Investme ts : the investments described in
. Section 4 . 10 hereof;
Pro ect: the Down own and Seventh Place Redevelop-
ment Project established pur uant to the Redevelopment Plan;
7
Public Improvements : certain improvements and
activities with or related to t e Seventh Place Redevelopment
Project generally described on xhibit G attached hereto and
any Improvements (whether specifically listed on Exhibit G)
which, in the opinion of Bond unsel, are permitted to be
financed by the Series 1989A o Series 1989B Bonds under the
Act and which do not cause the Series 1989A or Series 1989B
Bonds to satisfy the private b siness test or the private loan
financing test under Section 1 1 of the Code;
Public Redevelo ment Costs : all costs permitted by
the Act to be financed by the onds, including but not limited
to, the costs of constructing nd installing the Improvements
and the costs of issuance of t e Bonds;
Rebate Amount: the mount required to be paid to
the United States Treasury pur uant to Section 148 of the Code
as rebate of investment earnin s (and, if applicable, actual
or imputed earnings thereon) t the extent such investment
earnings are in excess of the ield on the Series 1989A or
Series 1989B Bonds;
Redevelopment Plan: the Authority' s Redevelopment
Plan Seventh Place Redevelopme t Project dated November 16 ,
1978, as from time to time su lemented or amended;
Replacement Bonds: Bonds which replace Global
Certificates as provided in S ction 2 . 11 hereof;
Reserve Account or ebt Service Reserve Account:
the accounts by that name cre ted and established by Article
Iv hereof;
Reserve Requirement with respect to the Debt
Service Reserve Account creat d for a series of Bonds, an
amount equal to ten percent ( 0�) of the outstanding Accreted
Amount at maturity (or princi al amount, in the case of Bonds
which bear interest payable o a current basis) of such series
of Bonds; provided, that for he Series 1989A Bonds and the
Series 1989B Bonds, the amoun of the Reserve Requirement for
each shall be calculated on S ptember 1, 1998 immediately
following the extraordinary r demption, if any, of Series
1989A Bonds, or the optional edemption, if any, of Series
1989B Bonds, and such Reserve Requirements shall then remain
in effect for each series of onds while any Bonds of that
series remain outstanding;
8
Resolution: this re olution as adopted by the Board
of Commissioners of the Autho 'ty on the date stated on the
first page hereof, as from ti to time amended or
supplemented;
Senior Obligations : the obligations of the City or
Authority payable or to be pa' from Tax Increments and listed
on Exhibit I hereto;
Series 1989A Bonds: the Authority' s Tax Increment
Revenue Bonds (Downtown and 5 enth Place Redevelopment
Project) , Series 1989A, issue pursuant to this Resolution in
the total original principal ount set forth on Schedule I
hereto;
Series 1989B Bonds: the Authority' s Tax Increment
Revenue Bonds (Downtown and S venth Place Redevelopment
Project) , Series 1989B, issue pursuant to this Resolution in
the total original principal mount set forth in Schedule II
hereto;
Series 1989C Bonds : the Authority' s Taxable Tax
Increment Revenue Bonds (Down own and Seventh Place
Redevelopment Project) Series 1989C, issued pursuant to this
Resolution in the total origi al principal amount set forth in
Schedule III hereto;
Seventh Place Redev lo ment Pro 'ect: the
redevelopment project underta en by the Authority pursuant to
Resolution No. 78-11/30-1 (as heretofore amended by
Resolutions Nos . 81-11/5-8, 8 -1/28-11 and 83-5/25-3) ;
Substitute De osito a trust company or other
fiduciary which replaces a De ository;
Su lemental Resolu ion: a resolution adopted by
the Authority which supplemen s or amends this Resolution;
Tax-Exempt Bonds : he Series 1989A Bonds, the
Series 1989B Bonds, and any a ditional Bonds issued pursuant
to this Resolution or any sup lement or amendment hereto, the
interest (or accrual of inter st) on which will be, in the
opinion of bond counsel, excl dable from your income for
federal income tax purposes ( ubject to customary exceptions
for alternative minimum tax o other matters) ;
Tax Increment Finan in Plan: the Tax Increment
Financing Plan for the Sevent Place Redevelopment Project,
9
adopted by the Authority on N vember 9 , 1989, as from time to
time supplemented or amended;
Tax Increment Note: the Special Obligation Tax
Increment Revenue Note (Saint Paul Civic Center Project)
issued by the Authority pursu nt to Authority Resolution No.
83-10/13-2 ;
Tax Increments : th tax increments received by the
Authority from Ramsey County ith respect to the Project.
Section 1 . 02 . Othe Definitions and Notes of
Interpretation.
(A) Certain terms capit lized but not defined herein
shall have the meanings assig ed to such terms in Authority
Resolution No. 83-10/13-2 . S h terms include: "Civic
Center" ; "District" ; "Existin Obligation" ; and "Lease" .
(B) Certain other terms not defined herein shall have
the meanings assigned to such terms by the Lease and other
documents related thereto. S h terms include: "Maximum
Purchase Price" and "Minimum rchase Price" .
(C) Terms defined in th Note but not in this Resolution
shall have the meanings given such terms in the Note wherever
used in this Resolution.
(D) References to the S ries 1989A and 1989B Bonds as
"tax exempt" or the "tax exem status of the Series 1989A or
Series 1989B Bonds" are to th exclusion from gross income for
federal income tax purposes p suant to Section 103(a) of the
Code, irrespective of, among o her things, the alternative
minimum tax, environmental ta , or branch profits tax.
0
ARTI LE II
THE BONDS IN GENERAL
Section 2 . 01 . Form f Bond. The Bonds shall be in
the form of Global Certificate unless and until Replacement
Bonds are made available as pr vided in Section 2 . 11 . The
form of the Series 1989A Bonds shall be substantially as set
forth in Exhibit A or Exhibit hereto, and the form of the
Series 1989B Bonds shall be su stantially as set forth in
Exhibit C or D hereto, and the form of the Series 1989C Bonds
shall be substantially as set orth in Exhibit E or F hereto,
but any of such forms may eont in such additional or different
terms and provisions as to the form and time of payment,
record date, notices and other matters as are consistent with
this Resolution.
Section 2 . 02 . Rede tion• Purcha.se. The Series
1989A Bonds are subject to opt'onal redemption, and, under
certain circumstances, may be ubject to extraordinary
redemption and prepayment as ovided in Section 3 . 05 . The
Series 1989B Bonds are subjec to optional redemption and
prepayment as provided in Sec ion 3 . 05 hereof . Redemption may
be in whole or in part of the onds subject to prepayment;
provided that there shall be reduction of the amount
scheduled for redemption on a aturity date except to the
extent Bonds of the maturity be redeemed have been
optionally redeemed or will b optionally redeemed on the
scheduled maturity date as pr ided above, and except that the
Authority may, at its option, purchase Bonds of the maturity
to be redeemed and upon cance lation thereof apply the
principal amount purchased an cancelled as a credit against
the principal amount to be re eemed.
If redemption is in part, the maturities of the Bonds to
be prepaid shall be determine by the Authority; provided that
if only part of the Bonds hav'ng a common maturity date are
called for prepayment, the Bo ds may be prepaid in $5,000
increments of Accreted Amount at maturity and the specific
Bonds to be prepaid shall be hosen by lot by the Bond
Registrar as hereinafter prov ded. Bonds or portions thereof
called for redemption shall b due and payable on the
redemption date, and interest shall cease to accrue thereon
from and after the redemption date.
The Bond Registrar hall call Bonds for redemption
and payment as herein provide upon receipt by the Bond
11
Registrar at least thirty ( 30) days prior to the redemption
date of a request of the Autho ity, in written form if the
Bond Registrar is other than a Authority officer. Such
request shall specify the Accr ted Amount of Bonds to be
called for redemption, the red mption date and the redemption
price.
Published notice of edemption shall in each case be
given in accordance with law, ut only if required by law, and
mailed notice of redemption s 11 be given to the paying agent
( if other than a Authority officer) and to each affected
Holder. If and when the Auth rity shall call any of the Bonds
for redemption and payment pr' r to the stated maturity
thereof, the Bond Registrar s all give written notice in the
name of the Authority of its 'ntention to redeem and pay such
Bonds at the office of the Bo d Registrar. Notice of
redemption shall be given by irst class mail, postage
prepaid, mailed not less than thirty ( 30) days prior to the
redemption date, to each Hold r of Bonds to be redeemed, at
the address appearing in the ond Register; provided that if a
Depository Letter Agreement c ntains other or different
requirements for delivery to Depository, then the provisions
of the Depository Letter Agre ment shall be followed for that
Holder. All notices of redem tion shall state:
(a) The redemption date;
(b) The redemption price;
(c) If less than a 1 outstanding Bonds are to be
redeemed, the dentification (and, in the case
of partial red mption, the respective Accreted
Amounts) of th Bonds to be redeemed;
(d) That on the re emption date, the redemption
price will bec me due and payable upon each
such Bond, and that interest shall cease to
accrue thereon from and after said date; and
(e) The place wher such Bonds are to be
surrendered fo payment of the redemption price
(which shall b the office of the Bond
Registrar) .
Section 2 . 03 . Bon Re istrar. The Treasurer of the
City is appointed to act as nd registrar and transfer agent
with respect to the Bonds (t "Bond Registrar" ) , and shall so
act for the Bonds unless and ntil a successor or different
12
Bond Registrar is duly appo'nted for the Bonds . A successor
or different Bond Registra shall be an officer of the
Authority or the City or a ank or trust company eligible for
designation as bond regist r pursuant to Minnesota Statutes,
Chapter 475, and may be ap inted pursuant to any contract the
Authority and such success or different Bond Registrar shall
execute which is consistent herewith. The Bond Registrar
shall also serve as paying gent unless and until a successor
paying agent is duly appoi ed.
Section 2 .04 . E cution and Deliver . The Bonds
shall be executed on behalf of the Authority by the signatures
of its Chair, Secretary, E cutive Director and Director,
Department of Finance and nagement Services, each with the
effect noted on the forms f the Bonds, and be sealed with the
seal of the Authority; pro ided, however, that the seal of the
Authority may be a printed r photocopied facsimile; and
provided further that any f such signatures may be printed or
photocopied facsimiles and the corporate seal may be omitted
on the Bonds as permitted law. In the event of disability
or resignation or other ab ence of any such officer, the Bonds
may be signed by the manua or facsimile signature of that
officer who may act on beh lf of such absent or disabled
officer or by any Commissi ner of the Authority. In case any
such officer whose signatu e or facsimile of whose signature
shall appear on the Bonds hall cease to be such officer
before the delivery of the Bonds, such signature or facsimile
shall nevertheless be vali and sufficient for all purposes,
the same as if he or she h d remained in office until
delivery.
The Bonds when s prepared and executed, shall be
delivered by the Director, Department of Finance and Manage-
ment Services, to the Purc aser upon receipt of the purchase
price, and the Purchaser s all not be obliged to see to the
proper application thereof .
The provisions o this Section shall also apply to
any bond purchase agreemen , "depository letter agreement" ,
certificate or other instr ment related to the Bonds and
authorized to be executed n behalf of the Authority by this
Resolution, as from time t time amended.
Section 2 . 05 . A thentication• Date of Re istration.
No Bond shall be valid or bligatory for any purpose or be
entitled to any security o benefit under this resolution
unless a Certificate of Au hentication on such Bond, substan-
tially in the form set for h on the form of Bond, shall have
13
been duly executed by an au horized representative of the Bond
Registrar. Certificates of Authentication on different Bonds
need not be signed by the s me person. The Bond Registrar
shall authenticate the sign tures of officers of the Authority
on each Bond by execution o the Certificate of Authentication
on the Bond and by insertin as the date of registration in
the space provided the date on which the Bond is
authenticated. For purpose of delivering the original Bonds
to the Original Purchaser, he Bond Registrar shall insert as
the date of registration th date of original issue, which
date is specified in Sectio 3 . 02 . The Certificate of
Authentication so executed n each Bond shall be conclusive
evidence that it has been a thenticated and delivered under
this resolution.
Section 2 . 06 . Re istration• Transfer• Exchan e.
The Authority will cause to be kept at the office of the Bond
Registrar a bond register i which, subject to such reasonable
regulations as the Bond Reg' strar may prescribe, the Bond
Registrar shall provide for the registration of Bonds and the
registration of transfers o Bonds entitled to be registered
or transferred as herein pr ided.
All Bonds surrende ed upon any exchange or transfer
provided for in this Resolut 'on shall be promptly cancelled by
the Bond Registrar and there fter disposed of as directed by
the Authority.
Al1 Bonds delivere in exchange for or upon transfer
of Bonds shall be valid spec al obligations of the Authority
evidencing the same debt, an entitled to the same benefits
under this Resolution, as th Bonds surrendered for such
exchange or transfer.
Every Bond present d or surrendered for transfer or
exchange shall be duly endor ed or be accompanied by a written
instrument of transfer, in f rm satisfactory to the Bond
Registrar, duly executed by he holder thereof or his, her or
its attorney duly authorized in writing.
The Bond Registrar may require payment of a sum
sufficient to cover any tax r other governmental charge
payable in connection with t e transfer or exchange of any
Bond and any legal or unusua costs regarding transfers and
lost Bonds .
Transfers shall al be subject to reasonable
regulations of the Authority ontained in any agreement with,
14
or notice to, the Bond Registra , including regulations which
permit the Bond Registrar to cl se its transfer books between
record dates and payment dates .
Section 2 . 07 . Ri hts U on Transfer or Exchan e.
Each Bond delivered upon transf r of or in exchange for or in
lieu of any other Bond shall ca ry all the rights to payment
of its Accreted Amount which we e carried by such other Bond.
Section 2 . 08 . Intere t• Record Date• Princi al
Date. Interest shall not be pa'd on the Bonds on a current
basis; instead, the Bonds shall accrue interest compounded
semiannually on March 1 and Se ember 1 of each year
commencing March 1, 1990, and ' terest is payable, together
with principal only at maturit or upon prior redemption. The
"Accreted Amount" of any Bond s of any given date is the
original principal amount ther of plus interest accrued and
compounded to the most recent nterest Date.
The Accreted Amount on an Global Certificate shall be
paid as provided in the first aragraph thereof, and the
Accreted Amount of any Non-Glo al Bond shall be paid on the
applicable Payment Date by che k or draft mailed to the person
in whose name the Bond is regi tered (the "Holder" ) on the
registration books of the Auth rity maintained by the Bond
Registrar, and in each case at the address appearing thereon
at the close of business on th fifteenth ( 15th) calendar day
preceding such Payment Date (t e "Regular Record Date" ) . Any
such Accreted Amount not so ti ely paid shall cease to be
payable to the person who is t e Holder thereof as of the
Regular Record Date, and shall be payable instead to the
person who is the Holder there f at the close of business on a
date (the "Special Record Date" ) fixed by the Bond Registrar
whenever money becomes availa le for payment of the defaulted
amount. Notice of the Specia Record Date shall be given by
the Bond Registrar to the Hol ers not less than ten ( 10) days
prior to the Special Record D te.
The scheduled Payme t Dates for the Bonds shall be
September 1 of each year, beg nning on September 1, 1999, as
further provided in Section 3 02 hereof .
Section 2 . 09 . Hold rs • Treatment of Re istered
Owner; Consent of Holders .
(A) For the purposes of 11 actions, consents and other
matters affecting Holders of he Bonds other than payments,
redemptions, and purchases, t e Authority may (but shall not
15
be obligated to) treat as the H lder of a Bond the beneficial
owner of the Bond instead of th person in whose name the Bond
is registered. For that purpos , the Authority may ascertain
the identity of the beneficial wner of the Bond by such means
as the Bond Registrar in its so e discretion deems
appropriate, including but not limited to a certificate from
the person in whose name the B nd is registered identifying
such beneficial owner.
(B) The Authority and Bon Registrar may treat the person
in whose name any Bond is regi tered as of the owner of such
Bond for the purpose of receiv'ng payment of the Accreted
Amount of such Bond and for al other purposes whatsoever
whether or not such Bond shall be overdue, and neither the
Authority nor the Bond Registr r shall be affected by notice
to the contrary.
(C) Any consent, request direction, approval, objection
or other instrument required b this Resolution, as
supplemented to be signed and xecuted by the Holders may be
in any number of concurrent wr'tings of similar tenor and must
be signed or executed by such olders in person or by agent
appointed in writing. Proof o the execution of any such
consent, request, direction, proval, objection or other
instrument or of the writing pointing any such agent and of
the ownership of Bonds, if ma in the following manner, shall
be sufficient for any of the urposes of this Resolution as
supplemented, and shall be co clusive in favor of the
Authority with regard to any ction taken by it under such
request or other instrument, amely:
( 1) The fact and d te of the execution by any
person of any such writi g may be proved by the
certificate of any offic r in any jurisdiction who by law
has power to take acknow edgments within such
jurisdiction that the pe son signing such writing
acknowledged before him he execution thereof, or by an
affidavit of any witness to such execution.
( 2 ) Subject to the provisions of subsection (A) ,
above, the fact of the o nership by any person of Bonds
and the amounts and numb rs of such Bonds, and the date
of the holding of the s e, may be proved by reference to
the Bond Registrar.
Section 2 . 10 . Des ri tion of the Global
Certificates and Global Book Entr S stem. Upon their
original issuance the Bonds hall be issued in the form of a
16
single Global Certificate fo each maturity, deposited with
the Depository by the Origin 1 Purchaser and immobilized as
provided in Section 2 . 11 . N beneficial owners of interests
in the Bonds will receive ce tificates representing their
respective interests in the onds except as provided in
Section 2 . 11 . Except as so rovided, during the term of the
Bonds, beneficial ownership (and subsequent transfers of
beneficial ownership) of int rests in the Global Certificates
will be reflected by book e ries made on the records of the
Depository and its Particip ts and other banks, brokers, and
dealers participating in th National System. The
Depository' s book entries o beneficial ownership interests
are authorized to be in inc ments of $5,000 of Accreted
Amount at maturity of the B nds, but not smaller increments,
despite the larger authoriz d denominations of the Global
Certificates . Payment of t Accreted Amount of the Global
Certificates will be made t the Bond Registrar as paying
agent, and in turn by the B nd Registrar to the Depository or
its nominee as registered o ner of the Global Certificates,
and the Depository accordin to the laws and rules governing
it will receive and forward payments on behalf of the
beneficial owners of the G1 bal Certificates .
Payment of the Ac reted Amount of a Global
Certificate may, in the Aut ority' s discretion, be made by
such other method of transf rring funds as may be requested by
the Depository for a Global Certificate.
Section 2 . 11 . I obilization of Global Certificates
b the De ositor • Successo De ositor • Re lacement Bonds .
Pursuant to the request of he Original Purchaser to the
Depository, immediately upo the original delivery of the
Bonds the Original Purchase will deposit the Global
Certificates representing a 1 of the Bonds with the
Depository. The Global Cer ificates shall be in typewritten
form or otherwise as accept ble to the Depository, shall be
registered in the name of t e Depository or its nominee and
shall be held immobilized f om circulation at the offices of
the Depository on behalf of the Purchaser and subsequent bond
owners The Depository or i s nominee will be the sole holder
of record of the Global Cer ificates and no investor or other
party purchasing, selling o otherwise transferring ownership
of interests in any Bond is to receive, hold or deliver any
. Global Certificates so long as the Depository holds the Global
Certificates immobilized fr m circulation, except as provided
below in this Section and i Section 2 . 14 .
17
Global Certificates evidencing the Bonds may not,
after their original delivery be transferred or exchanged
except:
(i) Upon registr tion of transfer of ownership of
a Global Certificate, as provided in Sections 2 . 06 and
2 . 14 ,
( ii) To any succe sor of the Depository (or its
nominee) or any substitu e depository (a "Substitute
Depository" ) designated ursuant to clause ( iii) of this
subparagraph, provided t at any successor of the
Depository or any Substi ute Depository must be both a
"clearing corporation" a defined in the Minnesota
Uniform Commercial Code t Minnesota Statutes,
Section 336 . 8-102, and a qualified and registered
"clearing agency" as pro ided in Section 17A of the
Securities Exchange Act f 1934, as amended,
( iii) To a Substit te Depository designated by and
acceptable to the Author' ty upon (a) the determination by
the Depository that the onds shall no longer be eligible
for its depository servi es or (b) a determination by the
Authority that the Depos ' tory is no longer able to carry
out its functions, provi ed that any substitute
depository must be quali ied to act as such, as provided
in clause ( ii) of this s bparagraph, or
( iv) To those per ons to whom transfer is
requested in written tra sfer instructions in the event
that:
(a) the Depository shall resign or discontinue
its services for e Bonds and the Authority is
unable to locate Substitute Depository within two
( 2 ) months follow' g the resignation or
determination of n-eligibility, or
(b) the Auth rity determines in its sole
discretion that ( ) the continuation of the book-
entry system desc ibed herein, which precludes the
issuance of certi icates (other than Global
Certificates) to ny Holder other than the
Depository (or it nominee) , might adversely affect
the interests of he beneficial owners of the
Bonds, or ( 2 ) tha it is in the best interest of
the beneficial ow ers of the Bonds that they be
able to obtain ce tificated Bonds,
18
in either of which events the thority shall notify Holders
of its determination and of th availability of certificates
(the "Replacement Bonds " ) to H lders requesting the same and
the registration, transfer and exchange of such Bonds will be
conducted as provided in Secti ns 2 . 17 and 2 . 06 hereof .
In the event of a re lacement of the Depository as
may be authorized by this para raph, the Bond Registrar upon
presentation of Global Certifi ates shall register their
transfer to the substitute or uccessor depository, and the
substitute or successor deposi ory shall be treated as the
Depository for all purposes an functions under this
resolution. The Depository Le ter Agreement shall not apply
to a Substitute Depository unl ss the Authority and the
Substitute Depository so agree and a similar agreement may be
entered into.
Section 2 . 12 . Redem tion - Global Certificates .
Upon a reduction in the aggreg te Accreted Amount at maturity
of a Global Certificate, the H lder may make a notation of
such redemption on the panel p ovided on the Global
Certificate stating the Accret d Amount at maturity so
redeemed, or may return the G1 bal Certificate to the Bond
Registrar in exchange for a n Global Certificate
authenticated by the Bond Reg' strar, in proper Accreted Amount
at maturity. Such notation, ' f made by the Holder, shall be
for reference only, and may n t be relied upon by any other
person as being in any way de erminative of the Accreted
Amount at maturity of such G1 bal Certificate outstanding,
unless the Bond Registrar has signed the appropriate column of
the panel .
For the purposes of giving notice in accordance with
Section 2 . 02 , the "Holder" of Global Certificates shall be the
Depository or its nominee if he Global Certificates are then
registered in the name of the Depository or its nominee.
Notices to the Holder shall c ntain the CUSIP numbers of the
Bonds . If there are any Hold rs of the Bonds other than the
Depository or its nominee, th Bond Registrar shall use its
best efforts to deliver any s ch notice to the Depository on
the business day next precedi g the date of mailing of such
notice to all other Holders .
Section 2 . 13 . For of Bond - Global Certificates .
The Global Certificates, toge her with the Certificate of
Registration, the Register of Partial Payments, the form of
Assignment and the registrat ' n information thereon, shall be
19
in substantially the form of Exhibits A and C hereto and may
be typewritten rather than p inted.
Section 2 . 14 . Re ' stration• Transfer• Exchan e -
Global Certificates . A Glob 1 Certificate shall be registered
in the name of the payee on he books of the Bond Registrar by
presenting the Global Certif 'cate for registration to the Bond
Registrar, who will endorse is or her name and note the date
of registration opposite the name of the payee in the
certificate of registration n the Global Certificate;
provided however, that a Glo al Certificate may not be
registered in blank or in th name of "bearer" or similar
designation. Thereafter a G obal Certificate may be
transferred by delivery with an assignment duly executed by
the Holder or his, her or it legal representative, and the
Authority and Bond Registrar may treat the Holder as the
person exclusively entitled o exercise all the rights and
powers of an owner until a G obal Certificate is presented
with such assignment for reg stration of transfer, accompanied
by assurance of the nature p ovided by law that the assignment
is genuine and effective, an until such transfer is
registered on said books and noted thereon by the Bond
Registrar, all subject to th terms and conditions provided in
the Resolution and to reason ble regulations of the Authority
contained in any agreement w th, or notice to, the Bond
Registrar. Section 2 . 06 sha 1 also apply to the registration,
transfer and exchange of Glo al Certificates .
Global Certificate may not be exchanged for Global
Certificates of smaller Accr ted Amounts except as provided in
Section 2 . 12 upon a partial edemption.
Transfer of a Glob 1 Certificate may, at the
direction and expense of the Authority, be subject to other
restrictions if reguired to ualify the Global Certificates as
being "in registered form" w thin the meaning of Section
149 (a) of the Code.
Section 2 . 15 . Red m tion - Non-Global Bonds . To
effect a partial redemption f Non-Global Bonds having a
common maturity date, the Bo d Registrar prior to giving
notice of redemption shall a sign to each Non-Global Bond
having a common maturity dat a distinctive number for each
$5, 000 of Accreted Amount at maturity of such Non-Global Bond.
The Bond Registrar shall the select by lot, using such method
of selection as it shall dee proper in its discretion, from
the numbers so assigned to s ch Non-Global Bonds, as many
numbers as, at $5, 000 for ea h number, shall equal the
20
Accreted Amount of such Non- lobal Bonds to be redeemed. The
Non-Global Bonds to be redee ed shall be the Non-Global Bonds
to which were assigned numbe s so selected; provided, however,
that only so much of the Acc eted Amount of each such Non-
Global Bond of an Accreted ount of more than $5, 000 at
maturity shall be redeemed a shall equal $5, 000 of Accreted
Amount at maturity for each umber assigned to it and so
selected.
If a Non-Global Bo d is to be redeemed only in part,
it shall be surrendered to t e Bond Registrar (with, if the
Authority or Bond Registrar o requires, a written instrument
of transfer in form satisfac ory to the Authority and Bond
Registrar duly executed by t e Holder thereof or his, her or
its attorney duly authorized in writing) and the Authority
shall execute ( if necessary) and the Bond Registrar shall
authenticate and deliver to he Holder of such Non-Global
Bond, without service charge, a new Non-Global Bond or Bonds
of the same series having th same stated maturity and of any
authorized denomination or d nominations, as requested by such
Holder, in aggregate Accrete Amount equal to and in exchange
for the unredeemed Accreted ount of the Bond so surrendered.
2 . 16 . Form of Bo - Non-Global Bonds . If the
Authority has notified the lders of Global Certificates that
Replacement Bonds have been ade available as provided in
Section 2 . 11, then for ever Bond thereafter transferred or
exchanged the Bond Registra shall deliver a certificate in
the form of the Replacement Bond rather than the Global
Certificate, but the Holder of a Global Certificate shall not
otherwise be required to ex hange the Global Certificate for
one or more Replacement Bon s since the Authority recognizes
that some bondholders may p efer the convenience of the
Depository' s registered own rship of the Bonds even though the
entire issue is no longer r quired to be in global book entry
form. Replacement Bonds, a d all Bonds issued as Non-Global
Bonds, together with the Bo d Registrar ' s Certificate of
Authentication, the form of Assignment and the registration
information thereon, shall e in substantially the form of
Exhibits B and D hereto.
Section 2 . 17 . Re istration• Transfer• Exchan e -
Non-Global Bond. Upon surr nder for transfer of any Non-
Global Bond at the principa office of the Bond Registrar, the
Authority shall execute ( if necessary) , and the Bond Registrar
shall authenticate, insert he date of registration (as
provided in Section 2 . 05) o , and deliver, in the name of the
designated transferee or tr nsferees, one or more new Non-
21
Global Bonds of any authorized enomination or denominations
of a like aggregate Accreted Am unt, having the same stated
maturity and yield to maturity, as requested by the
transferor; provided, however, hat no Bond may be registered
in blank or in the name of "be rer" or similar designation.
Whenever ownership of any Non- lobal Bonds should be
transferred without surrender f the Non-Global Bond for
transfer or should be register d in nominee name only, the
registered owner of the Non-G1 bal Bond shall, if and to the
extent required to preserve th exclusion from gross income of
the interest on the Bonds and t the direction and expense of
the Authority, maintain for th Authority a record of the
actual owner of the Non-Global Bond or of beneficial interests
therein.
At the option of the Holder of a Non-Global Bond,
such Bonds may be exchanged fo Non-Global Bonds of any
authorized denomination or den minations of a like aggregate
Accreted Amount aiid stated ma rity, upon surrender of the
Non-Global Bonds to be exchan d at the principal office of
the Bond Registrar. Whenever any Non-Global Bonds are so
surrendered for exchange, the Authority shall execute ( if
necessary) , and the Bond Regi trar shall authenticate, insert
the date of registration of, nd deliver the Non-Global Bonds
which the Holder making the e change is entitled to receive.
Section 2 . 06 shall also apply to the registration, transfer
and exchange of Non-Global Bo ds .
22
ARTICL III
THE SERIES 1 89A BONDS,
THE SERIES 19 9B BONDS AND
THE SERIES 989C BONDS
Section 3 . 01 . Sale o Bonds .
(A) The Series 1989A, 198 B and 1989C Bonds shall be
sold to the Original Purchaser pon approval of the final
terms thereof . The Executive D rector of the Authority is ,
hereby delegated the authority o agree with the Original
Purchaser on the following term , and within the following
limitations :
( 1) the yield to ma rity of each series of Bonds,
which yield to maturity s all not exceed 7 . 80� for the
Series 1989A Bonds, 7 . 80� for the Series 1989B Bonds, and
9 . 50$ for the Series 1989 Bonds;
( 2 ) the purchase pr'ce of each series of Bonds ,
which purchase price shal not be less than 97 . 70� of the
original principal amount of each Series of Bonds;
( 3) the redemption remium and dates to apply upon
optional redemption of ea h series of Bonds, which
premium shall not exceed � on the first date upon which
the Authority may optiona ly redeem such series, which
date shall be September 1 1998 for the Series 1989A and
Series 1989B Bonds; the S ries 1989C Bonds shall not be
subject to optional redem tion;
(4 ) the original pr'ncipal amount of each series of
Bonds, provided that the ggregate original principal
amount of the Series 1989 , Series 1989B and Series 1989C
Bonds shall be such as t produce "net proceeds" of
approximately $17,500,00 ( for which purpose, "net
proceeds" means the aggr gate original principal amounts
less ( i) the premium req ired to be paid to the Insurer,
plus ( ii) the discount f om total original principal
amount agreed to with th Original Purchaser, plus ( iii)
the costs of issuance of the Bonds ) ; and
( 5) the exact sche ule for deposits to be made into
the Series 1989A Bond Re irement Account, the Series
1989C Bond Retirement Ac ount and the Series 1989B Debt
Service Retirement Accou t, showing by year the
cumulative amount requir d to be on deposit therein
23
(taking account of earni gs) as provided further in
Section 4 . 02 hereof .
(B) The Original Purcha er is hereby authorized to
distribute the Preliminary Uf icial Statement and final
Official Statement with respe t to the Bonds upon approval of
the form thereof by the Origi al Purchaser. The Chair or
Executive Director of the Aut ority is hereby authorized and
directed to execute the final Official Statement on behalf of
the Authority.
(C) The original princi al amount and Accreted Amount at
maturity for each maturity y r for each series of Bonds shall
be calculated consistent wit the requirements of this Section
3 . 01 .
(D) Upon final agreeme t as to the terms of each series
of Bonds pursuant to this Se tion, and calculation of the
schedules showing original p incipal amounts and Accreted
Amounts at maturity (Schedul s I, II and III to be attached
hereto) , the Chair, Secretar , Executive Director and Director
of Finance and Management Se vices of the Authority are
authorized and directed to e ecute a Bond Purchase Agreement
with the Original Purchaser pon approval of the form thereof
by the office of the City At orney. In the event of the
absence or disability of any such officer, the provisions of
Section 2 . 04 shall apply.
(E) In the event of th absence or disability of the
Executive Director, the Depu y Director - Downtown and
Riverfront Development, or a y other Deputy Director ( in that
order) of the Authority are ereby authorized to act in the
place and stead of the Execu ive Director.
(F) The Financing and pending Plans attached hereto as
Schedules IV and V are hereb approved and adopted. The
Executive Director shall dir ct the Director of Finance and
Management Services to depos t moneys to, and disburse moneys
from, the Accounts created h reby in accordance with either
such Financing and Spending lan, and in accordance with this
Resolution. The specific li e items listed in the Financing
and Spending Plans may be mo ified or changed by resolution of
the Board of Commissioners . The Executive Director is hereby
authorized to direct that ei her such Financing and Spending
Plan shall govern.
24
Section 3 . 02 . The Bon s-General .
(A) The Series 1989A Bonds shall be titled "Tax
Increment Revenue Bonds (Downto n and Seventh Place
Redevelopment Project) , Series 989A" , shall be dated as of
their date of settlement, as th date of original issue and
shall be issued forthwith on or after such date as fully
registered bonds in the form of Global Certificates . The
Series 1989A Bonds shall be num ered from R-1 upward. The
Series 1989A Global Certificate shall each be in the
denomination of the entire Accr ted Amount maturing on a
single date. Replacement Bonds if issued as provided in
Section 2 . 12 , shall be in the d nomination of $5, 000 Accreted
Amount at maturity each or in a y integral multiple thereof of
a single maturity. The Series 989A Bonds shall mature on
September 1 in the years and am unts as set forth on Schedule
I hereto, which schedule shall e completed and attached
hereto to evidence the determin tions made pursuant to Section
3 . 01(A) and shall bear interest from the date of settlement
until maturity (the "Yield to M turity" ) at the rate which,
compounding on each March 1 and September 1, commencing March
1, 1990, results in an Accreted Amount at maturity as shown on
Schedule I (such Yield to Matur ty being approximate) .
(B) The Series 1989B Bond shall be titled "Tax
Increment Revenue Bonds (Downto n and Seventh Place
Redevelopment Project) , Series 989B" , shall be dated as of
their date of settlement, as th date of original issue and
shall be issued forthwith on o after such date as fully
registered bonds in the form of Global Certificates . The
Series 1989B Bonds shall be nu ered from R-1 upward. The
Series 1989B Global Certificat s shall each be in the
denomination of the entire Acc eted Amount maturing on a
single date. Replacement Bond , if issued as provided in
Section 2 . 12, shall be in the enomination of $5,000 Accreted
Amount at maturity each or in ny integral multiple thereof of
a single maturity. The 5eries 1989B Bonds shall mature on
September 1 in the years and a ounts as set forth on Schedule
II hereto, which schedule shal be completed and attached
hereto to evidence the determi ations made pursuant to Section
3 . 01(A) and shall bear interes from the date of settlement
until maturity (the "Yield to aturity" ) at the rate which,
compounding on each March 1 an September 1, commencing March
1, 1990, results in an Accrete Amount at maturity as shown on
Schedule II (such Yield to Mat rity being approximate) .
(C) The Series 1989C Bon s shall be titled "Taxable Tax
Increment Revenue Bonds (Downt wn and Seventh Place
5
Redevelopment Project) , Series 989C" , shall be dated as of
their date of settlement, as th date of original issue and
shall be issued forthwith on or after such date as fully
registered bonds in the form of Global Certificates . The
Series 1989C Bonds shall be num ered from R-1 upward. The
Series 1989C Global Certificate shall each be in the
denomination of the entire Accr ted Amount maturing on a
single date. Replacement Bonds if issued as provided in
Section 2 . 12 , shall be in the d nomination of $5, 000 Accreted
Amount at maturity each or in a y integral multiple thereof of
a single maturity. The Series 1989C Bonds shall mature on
September 1 in the years and a unts as set forth on Schedule
III hereto, which schedule sha 1 be completed and attached
hereto to evidence the determi ations made pursuant to Section
3 . 01(A) and shall bear interes from the date of settlement
until maturity (the "Yield to aturity" ) at the rate which,
compounding on each March 1 an September 1, commencing March
1, 1990, results in an Accrete Amount at maturity as shown on
Schedule III (such Yield to Ma urity being approximate) .
Section 3 . 03 . Pur o e. The Bonds are issued to
provide funds to pay the Publi Redevelopment Costs of the
Project. The total Public Red velopment Costs to be financed
by the issuance of the Bonds a e estimated to be at least
equal to the amount of the Bon s .
Section 3 . 04 . Inter st. The Series 1989A, 1989B
and 1989C Bonds shall not bear interest payable on a current
basis; instead interest shall ccrue and be compounded
semiannually on March 1 and Se tember 1 of each year (each, an
"Interest Date" ) , commencing rch 1, 1990 . Interest accrual
shall be computed on the basis of a 360 day year of 12 30-day
months . Interest shall be pa ble, together with principal,
only at maturity or upon prio redemption. The "Accreted
Amount" or "Accreted Value" o any Bond as of any date is the
original principal amount the eof plus interest accrued and
compounded through the most r cent Interest Date.
Section 3 . 05 . Rede tion.
(A) Optional Redemption
( i) The Series 198 A and 1989B Bonds shall be
subject to redemption an prepayment at the option of the
Authority on September 1 1998, and on any Interest Date
thereafter at a price eq al to their Accreted Amount on
the date of redemption p us a premium, expressed as a
percentage of the Accret d Amount redeemed, as set forth
on Schedules I and II he eto;
26
provided, that no redempti n premium shall apply to
redemption of any Bond on ts stated maturity date.
( ii) The Series 1989 Bonds are not subject to
redemption and prepayment.
( B) Extraordinar Redem tion. The Series 1989A Bonds
shall be redeemed from moneys ailable in the Series 1989A
Bond Retirement Account to the Authority for that purpose in
whole or in part at their Accr ted Amount on September 1,
1998, without premium, unless ither:
( 1) the City repurc ases the Civic Center on
September 1, 1998; or
(2 ) the Authority h s submitted to AMBAC a
certificate and accompany ng financial schedules showing
that the Average Tax Incr ments are at least equal to
133$ of the Debt Service bligations ; provided that if
( i) there has been a decr ase in Tax Increments between
the years 1995 and 1996 o between the years 1996 and
1997 and such decrease is 5� or less, then the Average
Tax Increments must be a least equal to 140� of the Debt
Service Obligations; and rovided further; that if (i)
there has been a decreas in Tax Increments between the
years 1995 and 1996 or b tween the years 1996 and 1997
and such decrease is mor than 5$, then the Average Tax
Increments must be at le st equal to 150� of the Debt
Service Obligations .
The Accreted Amount of S ries 1989A Bonds redeemed
pursuant to this Section 3 . 02 B) shall equal, but shall not
exceed, the amount required t reduce the Debt Service
Obligations to the level requ red by the foregoing paragraph
( 2 ) •
(C) Other 0 tional Rede tion Provisions . Optional
redemption pursuant to subsec ion (A) above may be in whole or
in part of the Bonds subject to prepayment. If optional
redemption is in part, the B nds to be prepaid shall be
selected by the Authority; p ovided that if only part of the
Bonds having a common maturi y date are called for prepayment,
. the Global Certificates may e prepaid in $5, 000 increments of
Accreted Amount at maturity nd, if applicable, the specific
Non-Global Bonds to be prepa d shall be chosen by lot by the
Bond Registrar. Bonds or po tions thereof called for
redemption shall be due and ayable on the redemption date,
27
and interest shall cease to ccrue thereon from and after the
redemption date.
(D) Other Extraordinar Redem tion Provisions .
Extraordinary redemption pur uant to Subsection (B) may be in
or in part of the Bonds subj ct to prepayment . If
extraordinary redemption is 'n part, the Bonds to be prepaid
shall be selected by the Aut ority; provided if only part of
the Bonds in the form of Glo al Certificates having a common
maturity date are called for prepayment, the Bonds shall be
prepaid in $5, 000 increments of Accreted Amount at maturity
and, if applicable, the spec ' fic Non-Global Bonds to be
prepaid shall be chosen by 1 t by the Bond Registrar. Bonds
or portions thereof called f redemption shall be due and
payable on the redemption da , and interest shall cease to
accrue thereon from and afte the redemption date.
Section 3 . 06 . De o its to Accounts • Disbursements .
The net proceeds of the Bonds shall be deposited in the
Accounts created by Article I hereof as set forth on
Schedules I, II or III hereto, as appropriate. The Series
1989A Capital Account and the Series 1989B Capital Account may
be combined for purposes of e se of administration.
There shall be remi ted from the Series 1989A
Capital Account, from the Ser 'es 1989B Capital Account, and
from the Series 1989C Capital Account, to AMBAC (the
"Insurer" ) , promptly upon rec ipt of the proceeds of sale of
the Bonds, the amounts shown n Schedule I, II or III hereto,
as appropriate, as the "AMBAC Premium" , as full payment of the
premium for the Municipal Bon Insurance Policy provided by
the Insurer. The balance of mounts deposited in the Capital
Accounts as provided above sh 11 be disbursed or applied as
provided in Article IV.
Section 3 . 07 . De o itor Letter A reement• Other
Documents .
(A) The Depository for the Bonds shall be The
Depository Trust Company purs ant to the Depository Letter
Agreement approved below. Pu suant to the request of the
Original Purchaser of the Bon s to the Depository, immediately
upon the original delivery of the Bonds, the Original
Purchaser will deposit the G1 bal Certificates representing
all of said Bonds with the De ository. The Depository Letter
Agreement for the Bonds shall be executed on behalf of the
Authority by the Chair, Secre ary, Executive Director and
Director, Department of Finan e and Management Services, and
28
by the Treasurer of the Cit (as "Agent" by reason of
appointment as Bond Registr r and Paying Agent for the Bonds) ,
in the form agreed to by th Depository and the Authority,
upon approval of the form t ereof by the office of the City
Attorney. So long as The D pository Trust Company is the
Depository or it or its nom'nee is the Holder of any Global
Certificate, the Authority hall comply with the provisions of
the Depository Letter Agree ent, as it may be amended or
supplemented by the Authori y from time to time with the
agreement or consent of The Depository Trust Company.
(B) The Chair, S cretary, Executive Director and
Director, Department of Fi nce and Management Services are
hereby authorized and direc ed to execute and deliver such
other agreements , documents or certificates as may be
necessary or desirable to ffectuate the purposes of this
Resolution upon approval of the form thereof by the City
Attorney. The Executive D'rector and other officers of the
Authority are directed to rovide to bond counsel, the
Purchaser, and others as a propriate, certified copies of this
Resolution and other perti ent proceedings of the Authority.
All certificates provided y the Authority in connection with
the authorization, issuanc and delivery of the Bonds shall be
deemed representations of he Authority as to all matters
stated therein.
Section 3 . 08 . N Desi nation as ualified
Tax-Exempt Obligations . T e Series 1989A and 1989B Bonds,
together with other obliga ions expected to be issued by the
Authority in 1989, exceed ' n amount those which may be
qualified as "qualified ta -exempt obligations" within the
meaning of Section 265(b) ( ) of the Code, and hence are not
designated for such purpos .
Section 3 . 09 . C nsent of and Notices to AMBAC.
(A) Any provisi n of this Resolution expressly
recognizing or granting ri hts in or to AMBAC may not be
amended in any manner whic affects the rights of AMBAC
hereunder without the prio written consent of AMBAC.
(B) Unless othe wise provided in this Section,
AMBAC consent shall be req ired in addition to Bondholder
consent, when required, fo the following purposes : ( i)
execution and delivery of ny Supplemental Resolution; and
( ii) initiation or approva of any action not described in ( i)
above which requires Bondh lder consent.
29
(C) Anything in t is Resolution to the contrary
notwithstanding, upon the oc urrence and continuance of a
default by the Authority on ts obligations with respect to
the Bonds, AMBAC shall be en itled to control and direct the
enforcement of all rights an remedies of the Bondholders of
the Bonds under this Resolut on and AMBAC shall also be
entitled to approve all waiv rs of such defaults .
(D) The consent o AMBAC shall not be required for
any Supplemental Resolution ermitted by Section 9 . 02 of this
Resolution.
(E) While the Mun'cipal Bond Insurance Policy is in
effect, the Authority shall urnish to AMBAC:
( 1j as soon as pr cticable after the filing
thereof, a copy of any finan ial statement of the Authority
and a copy of any audit and nual report of the Authority;
( 2 ) a copy of any otice to be given to the
registered owners of the Bond , including, without limitation,
notice of any redemption of o defeasance of Bonds, and any
certificate rendered pursuant to this Resolution relating to
the security for the Bonds; a d
( 3 ) an annual summ ry of information which shall
contain the following informa ion:
(a) Base and Captu ed Tax Capacity of the Project;
(b) Total levy and collections for the Project;
(c) Schedules of c sh and investments on hand in
the Accounts created her by;
(d) A detailed sta ement of the revenues, expenses,
and fund balances of the Project.
( 4 ) If the City de ermines to repurchase the Civic
Center, the Authority shall p ovide written notice of that
decision to AMBAC at the same ime or immediately following
the giving of notice by the Ci y to the owner ( lessor) of the
Civic Center. Unless the Cit has decided to repurchase the
Civic Center, the Authority sh 11 provide AMBAC ( i) a written
analysis of the coverage test equired by Section 3 . 05(B) ( 2 )
on or before March 1, 1998, an ( ii) on or before July 15 ,
1998, a written narrative desc iption of the determination of
the course of action to be tak n pursuant to that test, and a
0
form of the notice of any extra rdinary redemption to occur as
a result.
( 5) such additional 'nformation it may reasonably
request.
The Authority will pe mit AMBAC to discuss the
affairs, finances and accounts f the Authority or any
information AMBAC may reasonabl request regarding the
security for the Bonds with app opriate officers of the
Authority. The Authority will ermit AMBAC to have access to
and to make copies of all books and records relating to the
Bonds at any reasonable time.
AMBAC shall have the ight to dir_ect an accounting
at the Authority' s expense, an the Authority' s failure to
comply with such direction wit in thirty ( 30) days after
receipt of written notice of t e direction from AMBAC shall be
deemed a default hereunder; pr vided, however, that if
compliance cannot occur within such period, then such period
will be extended so long as co pliance is begun within such
period and diligently pursued, but only if such extension
would not materially adversely affect the interests of any
registered owner of the Bonds .
Notwithstanding any ther provision of this
Resolution, the Authority shal immediately notify AMBAC if at
any time there are insufficien moneys to make any payments on
the Bonds as required and imme iately upon the occurrence of
any default in the obligations of the Authority hereunder.
Section 3 . 10 Defea ance.
( 1) Notwithstanding any provision of Section 9 .03 or
other provision of this Resol tion to the contrary, this
Section 3 . 10 shall govern def asance of the Bonds .
( 2 ) In the event t at the principal and/or interest
due on the Bonds shall be pai by AMBAC pursuant to the
Municipal Bond Insurance Poli y, the Bonds shall remain
outstanding for all purposes, not be defeased or otherwise
satisfied and not be consider d paid by the Authority, and the
pledge of Revenues and all co enants, agreements and other
obligations of the Authority o the registered owners of the
Bonds shall continue to exis and shall run to the benefit of
AMBAC, and AMBAC shall be su rogated to the rights of such
registered owners of the Bon s .
31
( 3) AMBAC will a low only the following obligations
to be used for defeasance p rposes:
(a) Cash fu ly insured by the Federal Deposit
Insurance Corpora ion or
(b) Direct bligations of ( including
obligations issue or held in book entry form on the
books of) the Dep rtment of the Treasury of the
United States of erica.
Section 3 . 11 Pa ent Procedure Pursuant to
Munici al Bond Insurance Po ic .
( 1) As long as t e bond insurance shall be in full
force and effect, the Autho ity and any fiduciary for the
Bonds shall comply with th following provisions :
(a) If fiv ( 5) days prior to a Payment Date
the Authority de ermines that there will be
insufficient fun s in the Funds and Accounts to pay
the amounts due n the Bonds on such Payment Date,
the Authority sh 11 so notify AMBAC. Such notice
shall specify th amount of the anticipated
deficiency and, he Bonds to which such deficiency
is applicable. f the Authority has not so notified
AMBAC five (5) d ys prior to a Payment Date, AMBAC
will make paymen s due on the Bonds on or before the
fifth ( 5th) busi ess day next following the date on
which AMBAC shal have received notice of nonpayment
from the Authori y.
(b) The Au hority shall, after giving notice
to AMBAC as prov ded in (a) above, make available to
AMBAC and, at AM AC ' s direction, to the United
States Trust Com any of New York, as insurance
trustee for AMBA or any successor insurance trustee
(the "Insurance rustee" ) , the registration books of
the Authority ma'ntained by the Bond Registrar and
all records rel ing to the Accounts maintained
under this Resol tion.
(c) The A thority shall provide AMBAC and the
� Insurance Trust e with a list of registered owners
of Bonds entitl d to receive payments from AMBAC
under the terms of the Municipal Bond Insurance
Policy, and sha 1 make arrangements with the
Insurance Trust e to pay the Accreted Amounts of
32
Bonds surrendered to he Insurance Trustee by the
registered owners of onds entitled to receive full
or partial payments f om AMBAC.
(d) The Authori y shall, at the time it
provides notice to AC pursuant to (a) above,
notify registered ow rs of Bonds entitled to
receive the payment ereon from AMBAC ( i) as to the
fact of such entitle nt, ( ii) that AMBAC will remit
to them all or a par of the payments next coming
due upon proof of Bo dholder entitlement to payments
and delivery to the nsurance Trustee, in form
satisfactory to AMBA , of an appropriate assignment
of the registered ow er' s right to payment, ( iii)
that should they be ntitled to receive full payment
of the Accreted Amou t of their Bonds from AMBAC,
they must surrender heir Bonds (along with an
appropriate instrume t of assignment satisfactory to
AMBAC to permit owne ship of such Bonds to be
registered in the na e of AMBAC) for payment to the
Insurance Trustee, a d not the Authority, and ( iv)
that should they be ntitled to receive partial
payment of principal from AMBAC, they must surrender
their Bonds for paym nt thereon first to the Bond
Registrar who shall ote on such Bonds the portion
of the principal pai by the Authority and then,
along with an approp iate instrument of assignment
satisfactory to AMBA , to the Insurance Trustee,
which will then pay he unpaid portion of Accreted
Amount.
(e) In the ev t that the Authority has notice
that any payment of he Accreted Amount of Bond
which has become du for payment and which is made
to a Bondholder by r on behalf of the Authority has
been deemed a prefe ential transfer and theretofore
recovered from its egistered owner pursuant to the
United States Bankr ptcy Code by a trustee in
bankruptcy in accor ance with the final,
nonappealable order of a court having competent
jurisdiction, the A thority shall at the time AMBAC
is notified pursuan to (a) above, notify all
registered owners t at in the event that any
registered owner ' s ayment is so recovered, such
registered owner wi 1 be entitled to payment from
AMBAC to the extent of such recovery if sufficient
funds are not other ise available, and the Authority
shall furnish to AM AC its records evidencing the
33
payments of the Ac reted Amount of Bonds which have
been made by the A thority and subsequently
recovered from reg' stered owners and the dates on
which such payment were made.
( f) In addit 'on to those rights granted AMBAC
under this Resolut 'on, AMBAC shall, to the extent it
makes payment of t e Accreted Amount of Bonds,
become subrogated o the rights of the recipients of
such payments in a cordance with the terms of the
Municipal Bond Ins rance Policy, and to evidence
such subrogation t e Bond Registrar shall note
AMBAC ' s rights as ubrogee on the registration books
of the Authority intained by the Bond Registrar
upon surrender of he Bonds by the registered owners
thereof together ith proof of the payment of the
Accreted Amount t reof.
Section 3 . 12 Fid ciaries . If at any time the
Authority appoints a fiduci ry for the Bonds, the following
provisions shall apply whil any Bonds remain outstanding:
( 1 ) The Fiduciar may be removed at any time, at
the request of AMBAC, for a y breach of its duties or
obligations .
( 2 ) AMBAC shall eceive prior written notice of any
Fiduciary resignation.
( 3) Every Fiduci ry appointed by the Authority
shall be a trust company or bank in good standing located in
or incorporated or chartere under the laws of the State of
Minnesota or of the United tates duly authorized to exercise
trust powers and subject to examination by federal or state
authority, having a reporte capital and surplus of not less
than $10, 000, 000 and accept ble to AMBAC.
Section 3 . 13 Ri ts of Bondholders . Notwith-
standing any other provisio of this Resolution, in
determining whether the rig ts of the Holders of Bonds will be
adversely affected by any a tion taken pursuant to the terms
and provisions of this Reso ution, the Authority (and any
Fiduciary for the Bonds ) sh 11 consider the effect on such
Holders as if there were no Municipal Bond Insurance Policy.
Section 3 . 14 Par ies Interested Herein. Nothing in
Sections 3 . 09-3 . 15 of this esolution expressed or implied is
intended or shall be constr ed to confer upon, or to give to,
34
any person or entity, other th n the Authority, AMBAC, any
Fiduciary for the Bonds, and t e registered owners of the
Bonds, any right, remedy or cl im under or by reason of
Sections 3 . 09-3 . 15 of this Res lution or any covenant,
condition or stipulation here f, and all covenants,
stipulations, promises and ag eements in Sections 3 . 09-3 . 15 of
this Resolution contained by nd on behalf of the Authority
shall be for the sole and exc usive benefit of the Authority,
AMBAC, any Fiduciary for the onds, if any, and the registered
owners of the Bonds .
Section 3 . 15 Suits For so long as the Bonds
remain outstanding, AMBAC sha 1 have the same rights as those
granted to Bondholders by Sec ion 8 . 04 of this Resolution.
35
AR ICLE IV
ACCOUNTS; EX ESS EARNINGS FUND
Section 4 . 01 . Do ntown and Seventh Place
Redevelo ment Pro 'ect Accou ts . For the convenience and
proper admi.nistration of th proceeds from the sale of the
Bonds and for the payment o principal of and interest on the
Bonds, there are hereby cre ted and established as a separate
accounts of the Authority u til all of the Bonds are fully
paid and retired, the accou ts herein created and established
by this Article IV.
Section 4 . 02 . Bo d Retirement Accounts .
(A) Series 1989A Bond Retirement Account.
( 1) There is her by created and established a
Series 1989A Bond Retiremen Account into which there shall be
paid Tax Increments, in the amounts and at the times provided
in this Section 4 . 02(A) . T e Authority shall deposit Tax
Increments in the Series 19 9A Bond Retirement Account such
that the cumulative balance therein [including earnings as
provided in subsection (C) elow] as of December 31 of each
year (and on September 1, 1 98) equals the amounts shown on
Schedule I hereto.
( 2 ) The Authori y shall in any event deposit Tax
Increments and earnings th reon in the Series 1989A Bond
Retirement Account on or b fore September 1, 1998 in an amount
sufficient to redeem the S ries 1989A Bonds in their entirety
pursuant to Section 3 . 05(B hereof on September 1, 1998, at
their Accreted Amount.
( 3) Moneys held in the Series 1989A Bond Retirement
Account shall be transferr d to the Series 1989A Revenue Bond
Debt Service Account at su h times and in such amounts as are
required to pay when due t the Holders the Accreted Amount of
the Series 1989A Bonds upo extraordinary redemption pursuant
to Section 3 . 02(B) .
(4 ) Except as p ovided in paragraphs ( 6) and ( 8 ) ,
below, until September 1, 998, the funds on deposit in the
Series 1989A Bond Retireme t Account may be used solely to pay
the extraordinary redempti n price on September 1, 1998 of the
Series 1989A Bonds; provi d that if the Authority is not
required pursuant to Sect ' n 3 . 05(B) hereof to redeem all or
36
any portion of the Series 1989 Bonds, the amounts necessary
to fund the Reserve Requiremen s for the Series 1989A Bonds
and the Series 1989B Bonds shall be transferred from the
Series 1989A Bond Retirement count to the Series 1989A Debt
Service Reserve Account and t Series 1989B Debt Service
Account, in that order, on Se tember 1, 1998 as further
provided in Section 4 . 06 , and any balance on deposit in the
Series 1989A Bond Retirement ccount after such transfers may
be used by the Authority for ny purpose authorized by the
Act.
( 5 ) Earnings on am unts held from time to time in
the Series 1989A Bond Retirem nt Account, other than amounts
required to be transferred to the Excess Investment Earnings
Fund, shall be retained there n.
( 6 ) All Excess Ear ings shall be transferred from
the Series 1989A Bond Retirem nt Account to the Excess
Investment Earnings Fund at s ch times and in such amounts as
may be required to maintain c mpliance, as to Series 1989A
Bonds, with the covenants exp essed in Sections 5 . 02 and 5 . 04
hereof.
( 7 ) Amounts held i the Series 1989A Bond
Retirement Account, to the ex ent such amounts exceed amounts
which may be invested at an u restricted yield under the Code,
shall not be invested at a yi ld in excess of the yield on the
Series 1989A Bonds .
( 8) If at any tim the amount on deposit in the
Series 1989A Bond Retirement ccount [after taking account of
earnings as provided in subs ction (C) below] exceeds the
Accreted Amount of the Serie 1989A Bonds on September 1,
1998, the excess may at the ption of the Authority be
transferred to any other Acc unt or may be transferred to the
Authority to be used for any purpose authorized by the Act.
(B) Series 1989C ond Retirement Account.
( 1 ) There is here y created and established a
Series 1989C Bond Retirement Account, into which there shall
be paid Tax Increments, in t e amounts and at the times
provided in this Section 4 . 0 (B) . The Authority shall deposit
� Tax Increments in the Series 1989C Bond Retirement Account
such that the cumulative bal nce therein [ including earnings
as provided in subsection (C below] as of December 31 of each
year (and September 1, 1999 ) equals the amounts shown on
Schedule III hereto.
37
( 2 ) The Authority sh 11 in any event deposit Tax
Increments and earnings thereo in the Series 1989C Bond
Retirement Account on or before September 1, 1999 , in an
amount sufficient to pay the Ac reted Amount of the Series
1989C Bonds at their maturity September 1, 1999 .
( 3) Except as provi d in paragraph ( 5) below,
until September 1, 1999, money held in the Series 1989C Bond
Retirement Account shall be he therein and may be
transferred only to the Series 1989C Revenue Bond Debt Service
Account at such times and in s h amounts as are required to
pay when due to the Holders th Accreted Amount of the Series
1989C Bonds . Any balance of m neys remaining in the Series
1989C Bond Retirement Account fter payment in full of the
Series 1989C Bonds may be used by the Authority for any
purpose permitted by the Act.
(4 ) Earnings on amo nts held from time to time in
the Series 1989C Bond Retireme t Account shall be retained
therein.
( 5) If at any time he amount on deposit in the
Series 1989C Bond Retirement A count [after taking account of
earnings as provided in subsec ion (C) below) exceeds the
Accreted Amount of the Series 989C Bonds at their maturity,
the excess shall be transferre to the Series 1989A Bond
Retirement Account, or if the eries 1989A Bond Retirement
Account is then fully funded ( r such excess occurs after
September 1, 1998) may be tran ferred to any other Account or
may be transferred to the Auth rity to be used for any purpose
authorized by the Act.
(C) In determining he amounts required to be
deposited in a Bond Retirement Account, the Authority shall be
entitled to credit against the amount required to be so
deposited (a) earnings (other han earnings required to be
transferred to the Excess Inve tment Earnings Fund) received
or accrued through December 31 of the applicable year (or to
be received on or before Septe ber 1, 1998, or September 1,
1999 , as appropriate) , and (b) amounts to be received as
earnings (other than amounts r quired to be transferred to the
Excess Investment Earnings Fun ) from the investment of
amounts deposited or to be dep sited in such Bond Retirement
Account derived from a Permitt d Investment which matures
after December 31 of the appli able year but on or before
September 1, 1998, or Septembe 1, 1999 , as appropriate;
provided, that in applying ear ings as a credit against future
8
deposits of funds, only earnings for a Bond Retirement Account
in excess of five percent ( 5 . 0� ) per annum shall be applied as
a credit.
(D) In the event curr ntly available or previously
available Tax Increments are not or have not been sufficient
to fully fund the Series 1989A d Series 1989C Bond
Retirement Accounts to their re ired cumulative amounts,
available Tax Increments shall e deposited first in the
Series 1989C Bond Retirement Ac ount until it is funded to the
required level, and the balance shall be deposited in the
Series 1989A Bond Retirement Ac ount.
Section 4 . 03 . Escrow Account.
(A) There is hereby reated and established an
Escrow Account into which shall be paid the sum stated on
Schedule I upon issuance of the Series 1989A Bonds .
(B} Moneys held in t e Escrow Account shall be
transferred to the debt service accounts for the City Bonds at
times and in amounts sufficient to pay debt service due in the
years 1990 and 1991 on the Cit Bonds .
(C) Amounts held in the Escrow Account shall not be
invested at a yield higher tha the combined yield on the
Series 1989A and Series 1989B onds or otherwise in any manner
which would cause the Series 1 89A or Series 1989B Bonds to be
"arbitrage bonds " within the m aning of Section 148 of the
Code; and for this purpose the Authority may rely in good
faith upon one or more opinion of legal counsel experienced
in the application of Section 48 of the Code as to permitted
investments of the Escrow Acco nt.
(D) Notwithstanding any provision of this
Resolution or any Supplemental Resolution to the contrary,
Excess Earnings shall be transferred from the Escrow Account
to the Excess Investment Earn' ngs Fund at such times and in
such amounts as may be requir d to maintain compliance, as to
the Series 1989A and Series 1 89B Bonds, with the covenants
expressed in Sections 5 . 02 an 5 . 04 hereof .
(E) Any amounts re aining in the Escrow Account
after the payments required t be made hereunder have been
made, shall be transferred to the Series 1989A Capital
Account .
39
Section 4 . 04 . Ca tal Accounts .
(A) There is here y created and established a
Series 1989A Capital Account a Series 1989B Capital Account,
and a Series 1989C Capital A count, into which there shall be
credited and deposited all m neys required by this Resolution
to be transferred thereto. he Series 1989A Capital Account
and the Series 1989B Capital Account may be combined for ease
of administration.
(B) Moneys held rom time to time in the Series
1989A Capital Account shall be applied, at the direction of
the Executive Director of t e Authority, to pay or reimburse
for the costs of the Public Improvements and the costs of
issuing the Series 1989A Bo ds in accordance with the
Financing and Spending Plan set forth on Schedule IV or
Schedule V hereto (as direc ed by the Executive Director) , as
from time to time adjusted r amended.
(C) Moneys held rom time to time in the Series
1989B Capital Account shall be applied at the direction of the
Executive Director of the A thority, to pay or reimburse for
the costs of Public Improve ents and the costs of issuing the
Series 1989B Bonds in accor ance with the Financing and
Spending Plan set forth on chedule IV or Schedule V hereto
(as directed by the Executi e Director) , as from time to time
adjusted or amended.
(D) Moneys held from time to time in the Series
1989C Capital Account shall be applied at the direction of the
Executive Director of the thority, to pay or reimburse for
the costs of the Business provements or Public Improvements
and the costs of issuing t e Series 1989C Bonds in accordance
with the Financing and Spe ding Plan set forth on Schedule IV
or Schedule V hereto (as d'rected by the Executive Director) ,
as from time to time adjus ed or amended.
(E) Moneys held in the Series 1989A or Series 1989B
Capital Account shall not e applied in any manner which would
cause the Series 1989A or eries 1989B Bonds to be or become
"private activity bonds" w thin the meaning of the Code.
(F) Notwithstan ing any provision of this
Resolution to the contrary Excess Earnings shall be
transferred from the Serie 1989A and Series 1989B Capital
Account to the Excess Inve tment Earnings Fund at such times
and in such amounts as may be required to maintain compliance,
as to all Series 1989A and Series 1989B Bonds, with the
covenants expressed in Sec ions 5 . 02 and 5 . 04 hereof .
40
(G) Any moneys rem ining in the Capital Accounts
after the costs of the Public Improvements, the Business
Improvements and any other Pu lic Redevelopment Costs
authorized by the Redevelopme t Plan, Tax Increment Plan and
the Act have been paid shall e transferred to the Series
1989C Bond Retirement Account and the Series 1989A Bond
Retirement Account, in that o der.
(H) Earnings on th amounts held from time to time
in the Capital Accounts shall be transferred to the Series
1989B Bond Retirement Account and the Series 1989A Bond
Retirement Account, in that o der, at the written direction of
the Executive Director of the Authority. Unless so
transferred, such earnings sh 11 be applied to pay or
reimburse for the costs of Pu lic Improvements or Business
Improvements, as appropriate.
Section 4 . 05 . Reve ue Bond Debt Service Accounts .
(A) There is hereb created and established a
Series 1989A Revenue Bond Deb Service Account, a Series 1989B
Revenue Bond Debt Service Acc unt, and a Series 1989C Revenue
Bond Debt Service Account, in o which there shall be credited
and to which there is hereby 'rrevocably pledged from Tax
Increments the amounts requir d to pay the Accreted Amount of
the Series 1989A, Series 1989 , and Series 1989C Bonds when
due whether upon maturity, re emption, acceleration or
otherwise; provided that the ledge of Tax Increments to pay
the Accreted Amounts of the B nds (a) is subject and
subordinate to the pledge of ax Increments to the Senior
Obligations, and (b) is subje to the provisions regarding
the limited liability of the thority set forth in the Bonds
and in Section 8 . 03 hereof; a provided further, however,
that no further transfers nee be made to said accounts on
account of the Bonds when the oneys held therein are
sufficient for the payment of he Accreted Amounts due on the
Bonds on and prior to the next maturity or redemption date.
Amounts shall be deposited in he Bond Accounts annually from
Tax Increments or from transfe s from other Accounts as
provided herein, and no deposi s need be made in a Bond
Account except between Septemb r 2 of the year preceding the
year in which debt service is ue to be paid on the series of
Bonds to which the Bond Accoun relates , and September 1 of
such year. In determining the amount of Tax Increments to be
deposited in a Bond Account, t e Authority shall be entitled
to credit against the amount o Tax Increments to be deposited
the amount available in other ccounts which will be
1
transferred to the Bond Acco nt. Earnings on amounts held in
the Bond Accounts (other th Excess Earnings in the Series
1989A, and Series 1989B Bon Account) shall be retained
therein and credited agains the amounts next due to be
transferred to the Bond Acc unt from Tax Increments or other
Accounts . No money shall b paid out of said accounts except
to pay the Accreted Amount f the Bonds payable therefrom, to
correct any misapplication f funds and, with respect to the
Series 1989A Bond Account a d Series 1989B Bond Account, to
make transfers to the Exces Investment Earnings Account .
(B) Notwithstand ng any provision of this Resolu-
tion or any Supplemental Re olution to the contrary, Excess
Earnings shall be transferr d from the Series 1989A and Series
1989B Bond Accounts to the xcess Investment Earnings Fund at
such times and in such amou ts as may be required to maintain
compliance, as to all Serie 1989A and Series 1989B Bonds,
with the covenants expresse in Section 5 . 02 and 5 . 04 hereof .
Section 4 . 06 . D t Service Reserve Accounts .
(A) There is he eby created and established a
Series 1989A Debt Service eserve Account and a Series 1989B
Debt Service Reserve Accou t. A Reserve Account shall be
drawn upon only when and i moneys in the Bond Account for the
same series are insufficie t on a Payment Date to pay the
Accreted Amount of the Bon s payable from such Bond Account,
or when otherwise permitte by this Section 4 . 06 . Notwith-
standing anything to the c ntrary in this Resolution, any
amounts held in any Debt S rvice Reserve Account may be
withdrawn therefrom and ap lied to cure a deficiency in a Bond
Account on a Payment Date; provided that there shall first be
applied to the payment of mounts due on the Payment Date all
funds available in the Bon Account, Bond Retirement Account
and Debt Service Reserve count related to the Bonds to be
paid.
(B) On Septemb r 1, 1998, but after withdrawal of
the moneys , if any, requi ed for the extraordinary redemption
provided for in Section 3 . 05 (B) , amounts in the Series 1989A
Bond Retirement Account s all be transferred to the Series
1989A Debt Service Reserv Account as provided in Section
4 . 02 . If the amount depo ited in the Series 1989A Debt
� Service Reserve Account e uals the Reserve Requirement
therefor, and a balance r mains in the Series 1989A Bond
Retirement Account, the A thority shall transfer from the
balance to the Series 198 B Debt Service Reserve Account an
amount equal to the Reser e Requirement for the Series 1989B
42
Debt Service Reserve Account. If after September 1, 1998, the
amount on deposit in the Seri s 1989B Debt Service Account
does not equal the Reserve Re uirement therefor, the Authority
shall deposit in the Series 1 89B Debt Service Reserve
Account, from available Tax I crements (but only after
depositing in the Bond Accoun s the amounts required in the
current year) , sufficient mon ys to bring the amount on
deposit therein to the requir d Reserve Requirement level .
(C) Withdrawals sh 11 not be made therefrom except
pursuant to subsections (A) , D) , (F) , (G) or (H) of this
Section 4 . 06 .
(D) Moneys in a Re erve Account may be used to
prepay the Series 1989A or Se ies 1989B Bonds when such
prepayment will retire all of the Bonds of that series then
outstanding payable therefrom
(E) Investments he d for the credit of the Reserve
Account shall be valued (as p ovided in Section 4 . 10) as of
the last day of each Fiscal Y ar. For the purpose of
determining whether the Reser e Requirement is being
maintained, the securities he d for the Reserve Account shall
be assumed to have the value stablished on the most recent
valuation date.
(F) Notwithstandin any provision of this
Resolution, Excess Earnings s all be transferred from the
Reserve Account to the Excess Investment Earnings Fund at such
times and in such amounts as ay be required to maintain
compliance, as to all Series 989A Bonds, with the covenants
expressed in Sections 5 . 02 an 5 . 04 hereof .
(G) Except as prov ded in subsection (F) above,
earnings on investments held or the credit of a Reserve
Account shall be held in the eserve Account provided that any
sums on deposit in the Reserv Account in excess of the
Reserve Requirement may be tr nsferred to the related Bond
Account no less often than an ually.
(H) Whenever the m neys in a Reserve Account
exceeds the applicable Reserv Requirement after giving effect
to any withdrawal made pursua t to other subsections of this
Section 4 . 06 , such excess may be transferred to the related
Bond Account, and either ( 1) redited against the amounts next
due to be deposited therein f om Tax Increments , or ( 2 )
applied to the purchase or pr payment of Bonds .
43
Section 4 . 07 . Ex ess Investment Earnin s Fund.
(A) There is her by created an Excess Investment
Earnings Fund as a separate fund of the Authority. The owners
of the Bonds shall have no ight or claim to any amounts held
from time to time therein. The Authority shall deposit in the
Excess Investment Earnings ccount, within thirty ( 30) days
after the last day of the B nd Year, all Excess Earnings
attributable to each series of Tax-Exempt Bonds; and for
purposes of making such dep sits the Authority shall transfer
from the other Accounts cre ted hereby (except the Series
1989C Accounts) , to the Exc ss Investment Earnings Account a
sum equal to the Excess Ear ings attributable to sums held in
each such account as "gross proceeds" of the series of
Tax-Exempt Bonds, as define in and under Section 148 of the
Code.
(B) The Authorit shall, within 30 days after the
last day of the Bond Year p epare and file a report with
respect to each Account rel ted to a series of Tax-Exempt
Bonds setting forth the tot 1 amount invested during the
preceding Bond Year, the i estments made with the moneys in
such Accounts, and the inve tment earnings (and losses)
resulting from such invest nts . Such records shall be
retained for the period re ired by Section 148 of the Code.
At the option of the Execu ive Director, such reports may be
done less frequently than ery year, but shall be done every
5 years and at other times as required by Section 148 of the
Code.
(C) The Authori y shall remit sums in the Excess
Investment Earnings Accoun to the United States Treasury as
payment of rebatable arbit age as required by Section 148 of
the Code together with any additional amount then held in any
account in the Project Fun required to bring the total amount
of such remittance to the orrect Rebate Amount.
(D) The Authori y may at any time transfer to any
Account any amount held in the Excess Investment Earnings
Account which the Authorit determines is in excess of amounts
required to be paid to the United States as rebatable
arbitrage.
Section 4 . 08 . 0 her Provisions .
(A) Tax Increme ts in excess of those required for
the foregoing purposes may be used for any purpose authorized
by law.
44
(B) All money held in each of the Accounts created
by this Resolution shall be kept separate and apart from all
other Authority funds and accoun s .
Section 4 . 9 . Investme ts . -
(A) Moneys held from time to time in any account
created hereunder may be invest d by the Authority in any
investment then permitted by Mi nesota Statutes, Section
475 . 66 , subd. 3, by federal law and which investments are
also Permitted Investments . Th following are "Permitted
Investments " :
( 1 ) Direct obligatio s of ( including obligations
issued or held in book entry fo m on the books of) the
Department of the Treasury of e United 5tates of America;
(2 ) Obligations of ny of the following federal
agencies, which obligations re resent full faith and credit of
the United States of America:
- Export - Impo t Banks
- Farmers Home dministration
- General Servi es Administration
- U.S . Maritime Administration
- Small Busine s Administration
- Government N tional Mortgage Association (GNMA)
- U.S . Departm nt of Housing & Urban
Development PHA' s)
- Federal Hous ng Administration;
( 3) Bonds, notes o other evidences of indebtedness
rated "AAA" by Standard & Poo ' s Corporation and "Aaa" by
Moody' s Investor Services iss ed by the Federal National
Mortgage Association or the F deral Home Loan Mortgage
Corporation with remaining m turities not exceeding three
years;
(4 ) Banker' s acce tances with domestic commercial
banks which have a rating on their short term certificates of
deposit on the date of purch se of "A-1" or "A-1+�� by Standard
& Poor' s and "P-1" by Moody' and maturing no more than 180
days after the date of purch se;
( 5) Commercial p er which is rated at the time of
purchase in the single high st classification, "A-1+" by
Standard & Poor ' s and "P-1" by Moody' s Investor Services and
45
which matures not more than 27 days after the date of
purchase;
( 6 ) Investments in money market fund rated "AAAm"
or "AAAM--G" or better by 5tan ard & Poor ' s Corporation and
which invests solely in United States government securities;
( 7 ) In guaranteed i vestment contracts issued or
guaranteed by United States in urance companies or their
Canadian or United States subs diaries; provided that the
investment contracts rank on a parity with the senior
unsecured debt obligations of he issuer or guarantor and, ( 1)
in the case of long-term inves ment contracts, either ( i) the
long-term senior unsecured deb of the issuer or guarantor is
rated, or obligations backed b letters of credit of the
issuer or guarantor if forming the primary basis of a rating
of such obligations would be r ted, in the highest or next
highest rating category of Sta dard & Poor ' s Corporation, -
Moody' s Investors Services, I . , and which are approved in
writing by AMBAC with notice Standard & Poor' s Corporation.
( 8 ) Pre-refunded m nicipal obligations defined as
follows :
Any bonds or o her obligations of any state of
the United States o America or of any agency,
instrumentality or ocal governmental unit of any
such state which ar not callable at the option of
the obligor prior t maturity or as to which
irrevocable instruc ions have been given by the
obligor to call on he date specified in the notice;
and (A) which are r ted, based on the escrow, in the
highest rating cate ory of Standard & Poor' s
Corporation and Moo y' s Investor Service, Inc . or
any successors ther to; or (B) ( i) which are fully
secured as to princ 'pal and interest and redemption
premium, if any, by a fund consisting only of cash
or obligations desc ibed in paragraph ( 1) above,
which fund may be a plied only to the payment of
such principal of d interest and redemption
premium, if any, o such bonds or other obligations
on the maturity da or dates thereof or the
specified redempti n date or dates pursuant to such
irrevocable instru tions, as appropriate, and ( ii)
which fund is suff 'cient, is verified by a
nationally recogni ed independent certified public
accountant, to pay principal of and interest and
redemption premium if any, on the bonds or other
46
obligations descr bed in this paragraph on the
maturity date or ates thereof or on the redemption
date or dates spe ified in the irrevocable
instructions refe red to above, as appropriate;
(B) Investments hall be valued as follows :
( 1 ) as to invest nts the bid and asked prices of
which are published on regular basis in The Wall Street
Journal (or, if not the e, then in The New York Times ) :
the average of the bid nd asked prices for such
investments so publishe on or most recently prior to
such time of determinat 'on;
( 2 ) as to investm nts the bid and asked prices of
which are not published on a regular basis in The Wall
Street Journal or The N w York Times : the average bid
price at such time of d termination for such investments
by any two nationally r cognized government securities
dealers (selected by th Authority in its absolute
discretion) at the time making a market in such
investments or the bid rice published by a nationally
recognized pricing serv'ce;
( 3) as to certifi ates of deposit and bankers
acceptances : the face ai unt thereof, plus accrued
interest; and
( 4 ) as to any inve tment not specified above: the
value thereof establishe by prior agreement between the
Authority and AMBAC.
( S) Investments ma uring within one ( 1} year or
less shall be valued at ar;
( 6 ) Investment agr ements or similar instruments
which may be liquidated t par shall be valued at par
regardless of maturity;
( 7 ) Investments ma uring after one ( 1) year shall
be valued at cost; and
( 8 ) Investments pu chased at a discount or premium
shall be valued on the b sis that such discount is
included in cost, or suc premium is amortized, in equal
installments for each ye to elapse until the stated
maturity of the investme s ; and
7
If more than one provision of this definition of "Value" shall
apply at any time to any part cular investment, the value
thereof at such time shall be determined in accordance with
the provision establishing th lowest value for such
investment; provided however, that any investments which are
United States Treasury obliga ions, State and Local Government
Series ( "SLGS" ) shall in any vent be valued at par; and
permitted further that for th purposes of calculating Excess
Earnings and Rebate Amounts a d amounts held or deposited in
the Reserve Account attributa le to Series 1989A Bonds,
investments shall be valued required by Section 148 of the
Code and provided further, t at investments of moneys held in
the Escrow Account shall be 'n any event valued at par.
(C) Amounts held or the credit of each Account
shall be invested to mature t such time or times as may be
necessary to assure that the funds so invested will be
available for the purposes o such Account, when needed;
provided that amounts held f r the credit of the Reserve
Account and attributable to he Reserve Requirement may be
invested at the discretion o the City Treasurer for a term
not exceeding the term of th Bonds .
48
A TICLE V
C VENANTS
Section 5 . 01 . Cov nants . For the protection of the
Holders of the Bonds herein uthorized, the Authority herein
covenants and agrees to and ith the holders thereof from time
to time as follows :
(A) The Authority shall not act or omit to act in
any way that would reduce Ta Increments, or deprive the
Authority of the right to re eive Tax Increments or use Tax
Increments as provided in th s Resolution.
( B) The Authority shall not pledge or encumber the
Tax Increments in any manner that would create a pledge, lien
or encumbrance against the T x Increments superior to the
pledge of Tax Increments pro ided for in this Resolution;
provided that this covenant hall not apply to Senior
Obligations in existence on e date of original adoption of
this Resolution.
(C) The Authority hall not, without the prior
written consent of AMBAC, ref nd or reschedule any Senior
Obligation in a manner which 'ncreases the amount payable on
account of such Senior Obliga ion, or extends the time for
payment of such Senior Obliga ion.
Section 5 . 02 . ax Covenants .
(A) Notwithstandin anything to the contrary
herein, moneys in the Excess nvestment Earnings Fund and the
Project Fund (and any Account therein) , in that order, shall
be used to pay any rebate of xcess investment earnings on
gross proceeds of the Bonds ( nd, if applicable, any actual or
imputed earnings on such Exce s Earnings amounts) required to
be paid to the United States ' n order to maintain the
exclusion from gross income u der Section 103 of the Code of
the interest on the Tax-Exemp Bonds .
(B) No portion of he proceeds of the Tax-Exempt
Bonds shall be used directly indirectly to acquire higher
yielding investments or to re ace funds which were used
directly or indirectly to acqu 're higher yielding investments,
except ( 1) for a reasonable te porary period until such
proceeds are needed for the pu pose for which the Tax-Exempt
Bonds were issued, ( 2) as part of a reasonably required
9
reserve or replacement fund not in excess of ten percent ( 10�)
of the original amount of proce ds of the Tax-Exempt Bonds (or
in a higher amount which the Au hority establishes is
necessary to the satisfaction of the Secretary of the Treasury
of the United States ) , and ( 3 ) in addition to the above in an
amount not greater than the les er of five percent ( 5$) of the
proceeds of the Tax-Exempt eon or $100, 000 . To this end,
any proceeds of the Tax-Exempt onds and any sums from time to
time held in the Accounts for he Tax-Exempt Bonds (or any
other Authority account which ill be used to pay Accreted
Amounts to become due on the T x-Exempt Bonds payable
therefrom) in excess of amount which under then-applicable
federal arbitrage regulations ay be invested without regard
to yield shall not be invested at a yield in excess of the
applicable yield restrictions 'mposed by said arbitrage
regulations on such investment after taking into account any
applicable "temporary periods" , minor portion or reserve made
available under the federal ar itrage regulations . Money in
the Accounts for the Tax-Exemp Bonds shall not be invested in
obligations or deposits issued by, guaranteed by or insured by
the United States or any agenc or instrumentality thereof if
and to the extent that such in estment would cause the Tax-
Exempt Bonds to be "federally uaranteed" within the meaning
of Section 149 (b) of the Code. The proceeds of the Tax-Exempt
Bonds shall not be invested in other tax-exempt obligations
the interest on which is subje t to alternative minimum tax
under the Code, unless the Aut ority has received an opinion
of bond counsel to the effect hat such investment will not
jeopardize the tax-exempt stat s of the Tax-Exempt Bonds .
Section 5 . 03 . Ne at ve Covenant as to Use of
Improvements . The Authority h reby covenants not to use the
proceeds of the Tax-Exempt Bon s or to use the Public
Improvements, or to cause or p rmit them or any of them to be
used, or to enter into any def rred payment arrangements for
the cost of the Public Improve ents, in such a manner as to
cause the Bonds to be "private activity bonds" within the
meaning of Sections 103 and 14 through 150 of the Code.
Section 5 . 04 . Tax-E em t Status of the Tax-Exem t
Bonds; Rebate. The Authority hall comply with requirements
necessary under the Code to es ablish and maintain the
exclusion from gross income un er Section 103 of the Code of
the interest on the Tax-Exempt Bonds, including without
limitation requirements relati g to temporary periods for
investments, limitations on am unts invested at a yield
greater than the yield on the ax-Exempt Bonds, and the rebate
of excess investment earnings o the United States .
0
Section 5 . 05 . Cove ant with Holders . Each and all
of the terms and provisions o this Resolution as from time to
time supplemented shall be an constitute a covenant on the
part of the Authority to and ith each and every Holder from
time to time of the Bonds iss ed hereunder.
51
A TICLE VI
ADDI IONAL BONDS
Section 6 . 01. Re undin Bonds .
(A) The Authorit reserves the right and privilege
of issuing additional bonds if and to the extent needed to
refund maturing Bonds in ca e the moneys pledged therefor are
insufficient to pay the sam at maturity, which refunding
additional bonds may be on parity with other Bonds as to
payments, but shall mature ubsequent to all the Bonds which
are payable from Tax Increm nts and which are outstanding upon
issuance of the refunding b nds .
(B) The Authorit further reserves the right and
privilege of issuing additi nal bonds payable from Tax
Increments to refund or ad nce refund all or any portion of
the Bonds then outstanding ' f the amounts to become due in any
calendar year after the iss ance of such refunding or advance
refunding additional bonds ill not be more than the amounts
which would have been due i any future calendar year if such
refunding or advance refun ing additional bonds had not been
issued.
Section 6 . 02 . A itional Parit and Subordinate
B nds .
(A) Notwithstanding ny other provisions herein to the
contrary, the Authority ma , without notice to or consent of
the Bondholders, issue add' tional bonds pursuant to the Act
secured by a lien on a par' ty with the Bonds on all or any
part of the Tax Increments provided that principal and
interest on such additiona bonds is payable in 1999 or
thereafter (if the City re urchases the Civic Center on
September 1, 1998) or othe ise in 2005 or thereafter and that
at the time of issuance of the additional bonds, the Average
Tax Increments ( for the th ee years preceding the date of
issue of the additional Bo ds) was at least equal to 133� of
the Debt Service Obligatio ( for which purpose only debt
service due on Senior Obli ations after the relevant date
shall be �aken into accoun ) .
(B) Notwithstanding ny other provisions herein to the
. contrary, the Authority ma without notice to or consent of
the Bondholders, issue add tional bonds pursuant to the Act
secured by a lien on Tax I crements subordinate to the lien on
all or any part of the Tax Increments in favor of the Bonds .
52
A ICLE VII
HE NOTE
Section 7 . 01 . Fo m of Note.
The Note issued p rsuant to this Resolution shall be
in substantially the form s t forth on Exhibit E attached
hereto, with such appropria e variations, omissions and
insertions as are permitted or required by this Resolution,
and in accordance with the urther provisions hereof .
Section 7 . 02 Ter s of Note.
The Note shall be dated as of the date of delivery,
shall be payable at the tim s and in the manner, shall bear
interest at the rate, and s all be subject to such other terms
and conditions as are set f rth therein.
Section 7 .03 Exe ution.
The Note shall b executed on behalf of the
Authority by the signature of its Chairman and Secretary and
the Director, Department o Finance and Management Services
and shall be sealed with t e seal of the Authority. In case
any officer whose signatur shall appear on the Note shall
cease to be such officer b fore the delivery of the Note, such
signature shall neverthele s be valid and sufficient for all
purposes, the same as if h d remained in office until
delivery. In the event of the absence or disability of any of
such officers, such office s of the Authority as, in the
opinion of the City Attorn y, may act in their behalf, shall
without further act or aut orization of the Board of
Commissioners of the Autho ity execute and deliver the Note.
Section 7 . 04 Pu ose of Note.
The Note is issu d by the Authority pursuant to the
provisions of the Act to f nance certain Public Redevelopment
Costs within or related to the Project, including but not
limited to, the Public Red velopment Costs set forth on
Exhibit H attached hereto the "City Improvements " ) , as such
may be amended from time t time, by written agreement of the
City and the Authority.
53
Section 7 . 05 Acce tanc of Offer to
Purchase he Note.
The Authority hereby a cepts the offer of the City
to purchase the Note in consider tion of the City agreeing to
undertake the City Improvements ithin the Project.
Section 7 . 06 Dis osit on of Note Proceeds .
From and after Septemb r 1, 1998 the Authority shall
pay amounts under the Note upon emand to pay or reimburse the
City for City' s costs incurred i constructing and installing
the City Improvements upon rece ' t of such supporting
documentation as the Authority ay deem reasonably necessary.
As further provided in the Note, the Authority shall not be
liable for payment of amounts d e under the Note unless (a)
demand for payment is made afte September 1, 1998, (b) demand
for payment is made before the arlier of ( I ) December 31,
2008 or ( II) the date which is hirty ( 30) days following
receipt by the City of notice f om the Authority that the
Project will be terminated.
Section 7 . 07 Re istr tion of Transfer.
The Authority will c se to be kept at the office of
the City Clerk a Note Register in which, subject to such
reasonable regulations as it m y prescribe, the Authority
shall provide for the registra ion of transfers of ownership
of the Note. The Note shall b initially registered in the
name of the City and shall be ransferable upon the Note
Register by the City in person or by its agent duly authorized
in writing, upon surrender of he Note together with a written
instrument of transfer satisfa tory to the Authority, duly
executed by the City or its du y authorized agent. The
following form of assignment s all be sufficient for said
purpose.
For value received he City of Saint Paul
hereby sells, assig s and transfers unto the
within Note of the ousing and Redevelopment
Authority of the Ci y of Saint Paul,
Minnesota, and does hereby irrevocably
constitute and appo nt
attorney to transfe said Note on the books
of said Authority w' th full power of
substitution in th premises . The
54
undersigned certifi s that the transfer be
made in accordance ith the provisions of
Section 7 . 07 .
Date :
Registered Owner
Upon such transfer the City C erk shall note the date of
registration and the name and address of the new Lender in the
Note Register and in the regi tration blank appearing on the
Note.
Section 7 . 08 Mutil ted Lost or Destro ed Note.
In case any Note is ued hereunder shall become
mutilated or be destroyed or lost, the Authority shall, if not
then prohibited by law, caus to be executed and delivered, a
new Note of like outstanding principal amount, number and
tenor in exchange and substi ution for and upon cancellation
of such mutilated Note, or i lieu of and in substitution for
such Note destroyed or lost, upon the Note Holder' s paying the
reasonable expenses and char es of the Authority in connection
therewith, and in the case o a Note destroyed or lost, the
filing with the Authority of evidence satisfactory to the
Authority with indemnity sat sfactory to it. If the
mutilated, destroyed or lost Note has already matured or been
called for redemption in acc rdance with its terms it shall
not be necessary to issue a ew Note prior to payment.
Section 7 . 09 Owne shi of Note.
The Authority may eem and treat the person in whose
name the Note is last regis red in the Note Register and by
notation on the Note whethe or not such Note shall be
overdue, as the absolute ow er of such Note for the purpose of
receiving payment of or on ccount of the Principal Balance,
redemption price or interes and for all other purposes
whatsoever, and the Authori y shall not be affected by any
notice to the contrary.
Section 7 . 10 Lim tation on Note Transfers .
The Note has been issued without registration under
state or other securities 1 ws, pursuant to an exemption for
such issuance; and accordin ly the Note may not be assigned or
transferred in whole or par , nor may a participation interest
55
in the Note be given pursuant t any participation agreement,
except in accordance with an ap licable exemption from such
registration requirements .
Section 7 . 11 Pa ent of Princi al and Interest on
Note.
The Authority covena ts that it will promptly pay or
cause to be paid the principal of and interest on the Note at
the place, on the dates, solel from the source and in the
manner provided herein and in he Note. The principal of and
interest on the Note are payab e solely from Tax Increments,
which are hereby specifically ledged to the payment thereof
in the manner and to the exten specified in the Note,
provided however that the pled e of Tax Increments to the
payment of the Note is subject to and subordinate to the
pledge of Tax Increments to th payment of the Senior
Obligations and the Bonds; and nothing in the Note or in this
Resolution shall be considere as assigning, pledging or
otherwise encumbering any oth r funds or assets of the
Authority.
Section 7 . 12 Perfo ance of and Authorit for
Covenants .
The Authority coven nts that it will faithfully
perform at all times any and 11 covenants, undertakings,
stipulations and provisions c ntained in this Resolution, in
the Note executed, authentica ed and delivered hereunder and
in all proceedings of the Boa d of Commissioners of the
Authority pertaining thereto; that it is duly authorized under
the Constitution and laws of he State of Minnesota including
particularly and without lim'tation the Act, to issue the Note
authorized hereby, pledge th Tax Increments in the manner and
to the extent set forth in t is Resolution and the Note; that
all action on its part for t e issuance of the Note and for
the execution and delivery t ereof has been duly and
effectively taken; and that he Note in the hands of the Note
Holder is and will be a vali and enforceable special limited
obligation of the Authority ccording to the terms thereof .
Section 7 . 13 Natu e of Securit .
. Notwithstanding a thing contained in the Note, or
any other document to the c ntrary, under the provisions of
the Act the Note may not be payable from or be a charge upon
any funds of the Authority ther than Tax Increments pledged
to the payment thereof, nor shall the Authority be subject to
56
any liability thereon, nor hall the Note otherwise contribute
or give rise to a pecuniary liability of the Authority, the
City or, to the extent perm tted by law, any of the
Authority' s or City' s offic rs, employees and agents . No
holder of the Note shall ev r have the right to compel any
exercise of the taxing powe of the Authority or City to pay
the Note or the interest th reon, or to enforce payment
thereof against any propert of the Authority or City other
than Tax Increments; and th Note shall not constitute a
charge, lien or encumbrance legal or equitable, upon any
property of the Authority o City; and the Note shall not
constitute a debt of the Au hority or City within the meaning
of any constitutional or st tutory limitation; but nothing in
the Act impairs the rights f the City to enforce the
covenants made for the secu ity thereof as provided in this
Resolution, and in the Act, and by authority of the Act the
Authority has made the cove ants and agreements herein for the
benefit of the City; provi d that in any event, the agreement
of the Authority to perfor or enforce the covenants and other
provisions contained in th Note shall be subject at all times
to the availability of Tax Increments sufficient to pay all
costs of such performance r the enforcement thereof, and the
Authority shall not be sub ect to any personal or pecuniary
liability thereon.
57
ARTI LE VIII
DEFAULTS D REMEDIES
Section 8 . 01 . Even s of Default . Subject to the
provisions of Section 8 . 03, a y of the following events are
hereby defined as and declare to be and to constitute an
Event of Default (whatever th reason for such an Event of
Default and whether it shall e voluntary or involuntary or be
effective by operation of la or pursuant to any judgment,
decree or order of any court r any order, rule or regulation
of any administrative or gov rnment body) :
(A) If default sh 11 be made in the due and
punctual payment of the Accreted Amount of, the principal
of, or any interest on ny Outstanding Bond issued
pursuant to this Resolu ion; or
(B) If default sh 11 be made in the performance or
observance of any other of the covenants, agreements or
conditions on the part f the Authority contained in this
Resolution or in the Bo ds, and such default shall be
continued for a period i thirty ( 30) days after written
__ notice thereof has bee given to the Authority by the
Insurer or by the Hold rs of twenty-five percent (25$) or
more of the outstandin Accreted Amount (or principal
amount, in the case of Bonds which bear interest payable
on a current basis) of Bonds .
Failure by the Authority to make any deposit in an Account by
reason of the unavailabilit of Tax Increments shall not
constitute an Event of Defa lt, unless such deposit was
required to be made to a Bo d Account and results in an Event
of Default under clause (A) above.
Section 8 . 02 . Re edies . Subject to Section 3 . 09 (C)
of this Resolution, upon t occurrence and continuance of an
Event of Default, the Insu er or the Holders of fifty-one
percent ( 51�) or more of t e outstanding Accreted Amount (or
principal amount, in the c se of Bonds which bear interest
payable on a current basis may take such action at law or in
equity, including an actio for specific performance, as may
be necessary to enforce co pliance with the covenants and
agreements of the Authorit contained in this Resolution and
in the Bonds . Subject to he provisions of Section 3 . 09 (C)
herein, in addition to the foregoing, the Insurer or the
58
Holders of fifty-one percent ( 1$ ) or more of the Accreted
Amount (or principal amount, i the case of Bonds bearing
interest payable on a current asis) may declare the principal
or Accreted Amount of all then Outstanding Bonds, and interest
accrued thereon, immediately d e and payable, and such
principal and interest shall t ereupon become and be
immediately due and payable in the place of payment provided
in the Bonds; and notice of su h acceleration shall be given
in writing to the authority, t e Insurer and the Holders of
all then Outstanding Bonds . S bject to Section 3 . 09 (C)
herein, any notice of accelera ion may be rescinded at the
discretion of the giver of suc notice. Upon acceleration,
all moneys then or thereafter available shall be applied
ratably to the payment of the laims of all Holders of
Outstanding Bonds, according t the amount owed to each.
Section 8 . 03 . Limit tions on Remedies .
Notwithstanding anything in th s Resolution or the Bonds to
the contrary, neither the Bond nor any claims arising from
the exercise of remedies upon he occurrence of an Event of
Default shall be a general obl gation of the City or the
Authority, and any amounts due thereon shall not be payable
from the City' s or the Authori y' s general funds, revenues or
other assets, except Tax Incre ents in amounts held for the
credit of the Accounts created by this Resolution.
Section 8 . 04 . Suit Bondholders . Subject to
Section 3 . 09 (c ) hereof, the Ho ders of fifty-one percent ( 51�)
or more in aggregate Accreted ount of all Bonds issued under
this Resolution as from time t time supplemented and at any
time outstanding may, either a law or in equity, by suit,
action, or other proceedings, rotect and enforce the rights
of all Holders of Bonds issued hereunder and then outstanding
or enforce or compel the perfo mance of any and all of the
covenants and duties specified in this resolution to be
performed by the Authority or ts officers and agents .
Section 8 . 05 . Insuf icient Amounts . In the event
that the moneys in the applica le Bond Account shall be
insufficient at any particular time to pay the Accreted Amount
then due (or principal and int rest then due) principal then
due and interest then accrued n all Bonds payable therefrom,
and such deficiency cannot be ured by withdrawals from a
Reserve Account or from some o her source, said moneys shall
be applied to the payment pro ata of the then due Accreted
Amount of (or principal of or nterest on) such Bonds .
9
ARTICLE IX
OT ER PROVISIONS
Section 9 . 01 . endments . No change, amendment,
modification or alteration shall be made in the covenants made
with Holders of the Bonds uthorized by this Resolution as
from time to time suppleme ted without the consent of the
Holders of not less than s xty percent ( 60� ) in aggregate
Accreted Amount of all Bon s then outstanding; provided that
changes, amendments, modif cations and alterations may be made
without such consent in or er to:
(A) cure any am iguit� or formal defect or omission
herein, or
(B) provide for he issuance of Additional Parity
Bonds or Refunding Bon s as permitted by Article VI, or
(C) preserve the exclusion from gross income of
interest on the Series 1989A and Series 1989B Bonds under
Section 103 of the Cod , or
(D) make any oth change which would not
materially prejudice th Holders of outstanding Bonds,
provided further, however, t at nothing herein contained shall
permit or be construed as pe mitting ( i) an extension of the
maturity of the Accreted Amo nt of any Bonds, or ( ii) a
reduction in the Accreted Am unt of any Bond or the yield to
maturity thereon, or ( iii) a privilege or priority of any Bond
or Bonds over any other Bond or Bonds except as otherwise
provided herein, or ( iv) a r uction in the aggregate Accreted
Amount of Bonds required for onsent to any change, amendment,
modification or alteration, o (v) the creation of any lien
ranking prior to or on a pari y with the lien of such Bonds,
except as herein expressly pe mitted, or (vi) a modification
of any of the provisions of t is Section 8 . 02, unless for any
such change the consent of th Holders of one hundred percent
( 100�) of the Accreted Amount of Bonds outstanding is first
obtained.
Section 9 . 02 . Disc ar e. When all Bonds and the
Note issued under this Resolut 'on as from time to time
supplemented have been dischar ed as provided in this
paragraph, all pledges, covena ts and other rights granted by
this Resolution to the Holders of the Bonds and the Note shall
6
cease. The Authority may discha ge all or a portion of Bonds
and the Note which are due on an date by depositing with a
paying agent or an escrow agent which paying agent or escrow
agent shall not be an officer of the Authority) for such Bonds
and the Note on or before that d te a sum sufficient for the
payment thereof . If any Bond an the Note should not be paid
when due, it may nevertheless be discharged by depositing with
the paying agent or an escrow ag nt (which paying agent or
escrow agent shall not be an officer of the Authority) a sum
sufficient for the payment ther of in full . The Authority may
also discharge any prepayable B nds and the Note which are
called for redemption on any da e when they are prepayable
according to their terms, by de ositing with the paying agent
or an escrow agent (which payin agent or escrow agent shall
not be an officer of the Author ty) on or before that date an
amount equal to the principal, nterest and redemption
premium, if any, which are then due, provided that notice of
such redemption has been duly g ven as provided in this
Resolution or the applicable Su plemental Resolution.
The Authority may also at ny time discharge all or some
Bonds and the Note by complyin with the applicable provisions
of Minnesota Statutes, Section 475 . 67, and any amendments
thereto, except that the funds deposited in escrow in
accordance with said provision may but need not be in whole
or part proceeds of advance re unding Bonds and except that if
a partial defeasance is effect d from funds other than the
proceeds of advance refunding onds, the requirements in
Minnesota Statutes, Section 47 . 67 , Subdivision 3, need not be
satisfied.
The Authority may dischar e all or a portion of the Bonds
and the Note as herein provide without the consent of the
Holders of such Bonds, the Not or of any other outstanding
Bonds . If less than all of t outstanding Bonds and the Note
are to be so discharged, the nds with the latest maturity
shall be discharged first and the Authority shall select the
Bonds ( if other than Global C rtificates) to be discharged
within a single maturity by 1 t in the manner provided in
Sections 2 . 02 and 2 . 17 hereof An escrow discharge may
include prepayment of the Bon s and the Note to be discharged.
Section 9 . 03 . Cert ficate of Re istration. The
. Director, Department of Finan e and Management Services, is
hereby directed to file a cer ified copy of this Resolution
with the County Auditor of Ra sey County, Minnesota, together
with such other information a the Auditor shall require, and
to obtain the Auditor ' s certificate that the Bonds and the
Note have been entered in th Auditor ' s Bond Register.
61
Section 9 . 04 . Reco ds and Certificates . The
officers of the Authority are hereby authorized and directed
to prepare and furnish to the Purchaser of the Bonds, and to
the attorneys approving the 1 gality of the issuance of the
certified copies of all proce dings and records of the
Authority relating to such Bo ds and to the financial
condition and affairs of the uthority, and such other
affidavits, certificates and nformation as are required to
show the facts relating to th legality and marketability of
the Bonds as the same appear rom the books and records under
their custody and control or s otherwise known to them, and
all such certified copies, ce tificates and affidavits,
including any heretofore furn shed, shall be deemed represen-
tations of the Authority as t the facts recited therein.
Section 9 . 05 . Seve abilit . If any section,
paragraph or provision of thi Resolution as from time to time
supplemented shall be held to be invalid or unenforceable for
any reason, the invalidity or unenforceability of such
section, paragraph or provisi n shall not affect any of the
remaining provisions of this esolution.
Section 9 .06 . Head' n s . Headings in this
resolution are included for c venience of reference only and
are not a part hereof, and sh 11 not limit or define the
meaning of any provision hereof .
2
SCH DULE I
SERIES 989A BONDS
PART I
Original
Principal
Amount per
$5, 000 Tot 1 Total
Accreted Ori inal Accreted Approximate
Amount at Pri cipal Amount at Yield to
Year Maturity Am nt Maturity Maturity
2000
2001
2002
2003
2004
PART II - Net Proceeds
Total Original Principa Amount $
Discount $
AMBAC Premium $
Costs of Issuance $
Net Proceeds $
PART III - Optional Redempt ' n Schedule:
Redemption Date Premium
September 1, 1998 and
March 1, 1999
PART IV - Deposits of Funds
to the Series 1989A Ca ital Account $
to the Escrow Account $
PART V - Series 1989A Bond etirement Account Schedule
Year Cumulative Amount
1994 $
1995
1996
1997
SCH DULE II
SERIES 989B BONDS
PART I
Original
Principal
Amount per
$5, 000 Tot 1 Total
Accreted Ori inal Accreted Approximate
Amount at Pri cipal Amount at Yield to
Year Maturity Amo nt Maturity Maturity
2005
2006
2007
2008
PART II - Net Proceeds
Total Original Principal Amount $
Discount $
AMBAC Premium $
Costs of Issuance $
Net Proceeds $
PART III - Optional Redemptio Schedule:
Redemption Date Premium
September 1, 1998 and
March 1, 1999
PART IV - Deposits of Funds
to the Series 1989A Capi al Account $
SCHE ULE III
SERIES 989C BONDS
PART I
Original
Principal
Amount per
$5, 000 Tot 1 Total
Accreted Or' inal Accreted Approximate
Amount at Pr' cipal Amount at Yield to
Year Maturity Am nt Maturity Maturity
1999
PART II - Net Proceeds
Total Original Principa Amount S
Discount $
AMBAC Premium $
Costs of Issuance $
Net Proceeds $
PART III - Deposits of Funds
to the Series 1989A Ca ital Account $
PART IV - Series 1989C Bond Retirement Account Schedule
Year Cumulative Amount
1990 $
1991
1992
1993
1994
SCHEDU E IV
FINANCING AND SP NDING PLAN - 1*
The HRA Financing and Spending lan for 1989 Bonds in the
Downtown and Seventh Place Tax ncrement District is as
follows :
FINANCING PLAN
A. Series 1989A & B Gross Bon
Proceeds (Tax Exempt) $15, 770,920
B. Series 1989C Gross Bond Pr ceeds
(Taxable) 2 ,524 , 629
C. Downtown and Seventh Place Tax
Increment Fund Balance 2 , 675, 515
$20, 971,064
SPENDING PLAN
A. SERIES 1989A & B BONDS (T -EXEMPT)
1 . Public Improvements including
parking, pedestrian onnections,
streetscape improvem nts, etc . ) $11, 500, 000
2 . Debt Retirement
Payment of 1990 1991 Civic Center
G.O. Debt Retir ment 2 ,529 , 950
3 . Related Costs and Co tingency 1,218,690
4 . Cost of Issuance 97 , 594
5 . Bond Insurer Fee 339 , 840
6 . Discount on Bonds 354,846
TOTAL SERIES 1989A B BONDS 15, 770, 920
* All figures shown herein ar subject to adjustment as
appropriate to reflect the ctual amounts of "Gross Bond
Proceeds " , "Costs of Issuan e" , "Bond Insurer Fees " and
"Discount of Bonds . "
B. SERIES 1989C BONDS (TAXA LE)
1 . Downtown Employment Incentive Program 2 ,000,000
2 . Related Costs and C ntingency 412, 219
3 . Cost of Issuance 12 , 406
4 . Bond Insurer Fee 43, 200
5 . Discount on Bonds 56, 804
TOTAL SERIES 1989C ONDS 2 , 524 ,629
TOTAL SERIES 1989A- 18,295, 549
C . Transfer from Tax Increm nt Fund Balance
1 . Public Improvements 2 , 675,515
(See Series A and B Uses for
Public Improvements) $20,971, 064
EXH BIT A
Form of Series 1989A or Se ies 1989B Global Certificate]
UNITED STA ES OF AMERICA
STATE 0 MINNESOTA
COUNTY OF RAMSEY
HOUSING AND REDE ELOPMENT AUTHORITY
OF THE CITY OF S INT PAUL, MINNESOTA
R- $
TAX INCREME REVENUE BOND
(DOWNTOWN AND SEVENTH P CE REDEVELOPMENT PROJECT)
SERIE 1989_
APPROXIMATE
YIELD TO MATURITY ORIGINAL
MATURITY DATE DATE OF ISSUE CUSIP
� per annum 1989
REGISTERED OWNER:
ACCRETED AMOUNT AT MATURITY: DOLLARS
[ 1] KNOW ALL PERSON BY THESE PRESENTS that The
Housing and Redevelopment Auth rity of the City of Saint Paul,
Minnesota (the "Authority" ) , f r value received, promises to
pay to the registered owner sp cified above, or registered
assigns, but solely from the s urces described below, and upon
presentation and surrender her of at the office of the Paying
Agent named below, the accrete amount specified above, being
the original principal amount ereof, with interest from the
date of original issue stated bove, accrued and payable with
principal at maturity, at the ate which, compounded on each
March 1, and September l, comm ncing March 1, 1990 (each, an
"Interest Date" ) , results in t e accreted amount (the
"Accreted Value" ) set forth fo such date in the table printed
on the reverse side hereof per $5,000 accreted amount at
maturity; subject to the provi ions for redemption of this
Bond before maturity referred o below. The "Accreted Value"
or "Accreted Amount" of this B nd as of any given date is the
original principal amount ther of plus interest accrued to
such date, as set forth on the table on the reverse of this
bond for each March 1 and Sept mber 1 . The Accreted Amount of
-1
and premium, if any, on this Bo are payable upon
presentation and surrender hereof at the office of City
Treasurer, in St . Paul, Minnesot (the "Bond Registrar" ) ,
acting as paying agent or any s cessor paying agent duly
appointed by the Authority; pro ided, however that upon a
partial redemption of this Bond hich results in the Accreted
Amount hereof being reduced, th Holder may in its discretion
be paid without presentation of his Bond, and may make a
notation on the panel provided rein of such redemption,
Accreted Amount so redeemed, or ay return the Bond to the
Bond Registrar in exchange for new Bond in the proper
principal amount. Such notatio , if made by the Holder, shall
be for reference only, and may t be relied upon by any other
person as being in any way dete inative of the principal
amount of this Bond outstanding, unless the Bond Registrar has
signed the appropriate column o the panel . The Accreted
Value on this Bond is payable i lawful money of the United
States of America.
[2 ] Definitions . Ca italized terms used herein if
not defined herein shall have t e same meaning given them in
the Resolution described in the next paragraph.
[ 3] Issue; Purpose. This Bond has been issued by
the Authority to aid in financi g a project as defined in
Minnesota Statutes, Sections 46 . 001 to 469 . 047 , as amended
and is one of an issue in the a gregate principal amount of
$ (the "Bonds" ) , all f like date and tenor, except
as to registered number, issued in accordance with a
Resolution adopted by the Autho ity on November 9, 1989 ,
setting forth the terms upon wh'ch such Bonds are issued. The
Bonds of this series are issued by the Authority for the
purposes of financing, pursuant to Minnesota Statutes,
Sections 469 . 174 through 469 . 17 , as amended, certain public
redevelopment costs within or r lated to the Downtown and
Seventh Place Redevelopment Pro ect (the "Improvements " )
thereby assisting activities in the public interest and for
the public welfare of the Autho ity and the City of Saint
Paul, Minnesota (the "City" ) , a d are special obligations of
the Authority.
[4 ] Security. The B nds are secured by a pledge of
tax increments derived from the Downtown and Seventh Place
Redevelopment Project (the "Tax Increments" ) on a parity of
lien with the $ Tax I crement Revenue Bonds,
(Downtown and Seventh Place Red velopment Project) , Series
1989 and the $ Taxab e Tax Increment Revenue Bonds
(Downtown and Seventh Place Red velopment Project) , Series
A-2
1989C (the "Parity Bonds" ) lso issued under the Resolution,
as more fully provided in t e Resolution. The lien created by
the Resolution on Tax Incre ents is subordinated to the lien
on Tax Increments of certai "Senior Obligations" as described
in the Resolution. Referen e is hereby made to the
Resolution, including all r solutions supplemental thereto,
for a description of the pr perty encumbered and assigned, the
provisions, among others, w th respect to the nature and
extent of the security, the rights of the Authority and the
Holders of the Bonds and th terms upon which the Bonds are
issued and secured.
[5] Insurance Po ic . Municipal Bond Insurance
Policy No. (the "Policy" ) with respect to payments due for
Accreted Amount on this bon has been issued by AMBAC
Indemnity Corporation ( "AM C Indemnity" ) . The Policy has
been delivered to the Unit States Trust Company of New York,
New York, New York, as the Insurance Trustee or any successor
insurance trustee. The Po icy is on file and available for
inspection at the princi.pa office of the Insurance Trustee
and a copy thereof may be ecured from AMBAC Indemnity or the
Insurance Trustee. All pa ents required to be made under the
Policy shall be made in ac ordance with the provisions
thereof . The owner of thi bond acknowledges and consents to
the subrogation rights of BAC •Indemnity as more fully set
forth in the Policy.
[6 ] Prepayment .
(A) O tional Re em tion. All Bonds of this issue
are subject to redemption nd prepayment at the option of the
Authority, on September 1, 1998, and semiannually thereafter
on each March 1 and Septem er 1 at their Accreted Amount, plus
a premium expressed as a p rcentage of their Accreted Amount
on the redemption date, as follows:
Redemption Date Premium
September l, 1998 and Marc 1, 1999 2$
September 1, 1999 and Marc 1, 2000 1�
September 1, 2000 and ther after 0$
Redemption may be in whole or in part of the Bonds subject to
prepayment. If redemptio is in part, the Bonds to be prepaid
shall be selected by the thority; provided that if only part
of the Bonds having a co n maturity date are called for
prepayment, the specific onds to be prepaid shall be chosen
by lot by the Bond Regist ar. Bonds or portions thereof
A-3
called for redemption shall be ue and payable on the
redemption date, and interest t ereon shall cease to accrue
from and after the redemption d te.
* (B) Extraordinar R dem tion. The Bonds of this
series are subject to extraordi ary redemption and prepayment,
on September 1, 1998 at their A creted Amount as of such date
unless the City of Saint Paul r purchases the Saint Paul Civic
Center on September 1, 1998, or the amount of Tax Increments
is sufficient to satisfy certai coverage tests set forth in
the Resolution.
[7 ) Selection of Bon s for Redem tion• Partial
Redemption. To effect a partia redemption of Bonds having a
common maturity date, the Bond egistrar shall assign to each
outstanding Bond of greater tha $5, 000 in Accreted Amount at
maturity a distinctive number f r each $5,000 of the Accreted
Amount at maturity of such Bond so as to distinguish each such
$5, 000 portion from each other ortion of the Accreted Amount
at maturity of such bonds subje t to redemption. The Bond
Registrar shall then select by �t, using such method of
selection as it shall deem prop r in its discretion, from the
numbers assigned to the Bonds, s many numbers as, at $5, 000
at maturity for each number, sh 11 equal the Accreted Amount
at maturity of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to hich were assigned numbers so
selected; provided, however, th t only so much of the
principal amount of such Bond o an Accreted Amount of more
than $5,000 shall be redeemed a shall equal $5, 000 at
maturity for each number assign d to it and so selected. If a
Bond is to be redeemed only in art, it shall be surrendered
to the Bond Registrar (with, if the Issuer or Bond Registrar
so requires, a written instrume t of transfer in form
satisfactory to the Issuer and ond Registrar duly executed by
the Holder thereof or his, her r its attorney duly authorized
in writing) and the Issuer shal execute ( if necessary) and
the Bond Registrar shall authen icate and deliver to the
Holder of such Bond, without se vice charge, a new Bond or
Bonds of the same series having the same stated maturity and
approximate yield to maturity a d of any authorized
denomination or denominations, s requested by such Holder, in
aggregate principal amount equa to and in exchange for the
unredeemed portion of the princ 'pal of the Bond so
surrendered.
* Series 1989A Bonds only
A-
[ 8J Business Da Pa nts . If �he date for payment
of the principal of or interest n this Bond shall be a
Saturday, Sunday, legal holiday or a day on which banking
institutions in Saint Paul, Min esota, are authorized by law
or executive order to close, th n the date for such payment
shall be the next succeeding da which is not a Saturday,
Sunday, legal holiday or a day n which such banking
institutions are authorized to lose, and payment on such date
shall have the same force and e fect as if made on the nominal
date of payment.
[9 ) Notice of Redem ion. Notice of redemption
shall be published at least onc at least 30 days before the
redemption date in a daily or w ekly financial journal or
newspaper of general circulatio in Minneapolis or Saint Paul,
Minnesota, and shall be mailed ot less than 30 days prior to
the redemption date to each Reg stered Holder of a Bond to be
redeemed. Published notice sha 1 be effective without mailed
notice and no defect in or fail re to give such mailed notice
of redemption shall affect the alidity of the proceedings for
redemption of any Bond. All Bo ds so called for redemption,
provided funds for their redemp ion have been duly deposited,
will cease to bear interest on he specified redemption date
and (except for the purpose of ayment) shall no longer be
protected by the Resolution .�n shall not be deemed
outstanding under the Resoluii , and shall thereafter be
payable solely from the funds rovided for payment.
[ 10] Re lacement or Notation of Bonds after Partial
Redemption. Upon a partial re emption of this Bond which
results in the Accreted Amount hereof being reduced, the
Holder may in its discretion m ke a notation on the panel
provided herein of such redemp ion, stating the amount so
redeemed. Such notation, if m de by the Holder, shall be for
reference only, and may not be relied upon by any other person
as being in any way determinat ve of the accreted amount of
the Bond at maturity, unless t e Bond Registrar has signed the
appropriate column of the pane . Otherwise, the Holder may
surrender this Bond to the Bon Registrar (with, if the Issuer
or Bond Registrar so requires, a written instrument of
transfer in form satisfactory o the Issuer and Bond Registrar
duly executed by the Holder th reof or his, her or its
attorney duly authorized in wr' ting) and the Issuer shall
execute ( if necessary) and the Bond Registrar shall
authenticate and deliver to th Holder of such Bond, without
service charge, a new Bond of he same series having the same
stated maturity and in the pr er Accreted Amount equal to and
-5
in exchange for the unredeemed rtion of the Accreted Amount
of the Bond so surrendered.
[ 11 ) Authority. Thi Bond and the series of which
it forms a part are issued purs ant to and in full compliance
with the Constitution and laws f the State of Minnesota,
particularly Minnesota Statutes Sections 469 . 001 through
469 . 047 and Sections 469 . 174 th ough 469 . 179 , and pursuant to
a resolution adopted and approv d by the Authority, which
resolution authorizes the issua ce of the Bonds as special,
limited obligations of the Auth rity payable, on a parity of
lien with the Parity Bonds and ubordinated to the Senior
Obligations, from certain Tax I crements which are required to
be deposited in the Bond Fund.
[ 12 ] Not General Deb of Authorit or the Cit .
The Bonds and the interest due hereon are special limited
obligations of the Authority an shall never constitute a
general indebtedness of the Au hority or the City within the
meaning of any state constituti nal or statutory provision and
do not and shall not give rise o a pecuniary liability or
moral obligation of the Authori y, the City, the State of
Minnesota, or any of its politi al subdivisions, and do not
constitute a charge against the Authority or the City' s
general credit or taxing powers, and shall not constitute a
liability of any officer, emplo ee or agent of the Authority
or the City.
[ 13] Holders . For he purposes of all actions,
consents and other matters aff cting Holders of Bonds issued
under the Resolution, the term "Holder" shall include the
owners of beneficial interests in any Bond as shown by the
certificate of the person or e tity in whose name (or in whose
nominee name) such Bond is re istered. Unless the Bond
Registrar received such a Cert ficate, the Bond Registrar may
treat the Holder in whose name (or in whose nominee name) a
Bond is registered as the owne of all the interest therein.
[ 14 ] Action b Hold rs . The Holders of fifty-one
percent ( 51�) or more in aggre ate principal amount of all
Bonds at any time outstanding nder the Resolution as
supplemented may, either at la or in equity, by suit, action,
or other proceedings, protect nd enforce the rights of all
Holders of Bonds then outstand ng, or enforce and compel the
performance of any and all of he covenants and duties
specified in the Resolution to be performed by the Authority
or its officers and agents; pr vided, however, that nothing
shall affect or impair the rig t of any Bondholder to enforce
-6
the payment of the principal o and interest on any Bond at
and after the maturity thereof or the obligation of the
Authority to pay the principal of and interest on each of the
Bonds issued to the respective Holders thereof at the time and
place, from the source and in he manner provided in the
Bonds .
[ 15] Denominations • Exchan e• Resolution. The
Bonds are issuable originally nly as Global Certificates in
the denomination of the entire Accreted Amount maturing on a
single date. Global Certifica es are not exchangeable for
fully registered bonds of smal er denominations except in
exchange for Replacement Bonds if then available. Replacement
Bonds, if made available as pr vided below, are issuable
solely as fully registered bon s in the denominations of
$5,000 and integral multiples hereof of a single maturity and
are exchangeable for fully reg stered Bonds of other
authorized denominations in eq al aggregate principal amounts
at the principal office of the Bond Registrar, but only in the
manner and subject to the limi ations provided in the
Resolution. Reference is here y made to the Resolution for a
description of the rights and uties of the Bond Registrar.
Copies of the Resolution are o file in the principal office
of the Bond Registrar.
[ 16 ] Modification o Resolution. No change,
amendment, modification or alt ration shall be made in the
covenants made with Holders of all Bonds issued under the
Resolution as from time to tim supplemented without the
consent of the Holders of not ess than sixty percent ( 60�) in
aggregate principal amount of 11 such Bonds and Party Bonds
then outstanding except for ch nges, amendments, modifications
and alterations (a) made to cu e any ambiguity or formal
defect or omission, or (b) mad in connection with the
issuance of Additional Bonds o Refunding Bonds, or (c) which
preserve the exclusion from gr ss income of interest on the
Bonds under Section 103 of the Internal Revenue Code of 1986,
as amended, or (d) which would not materially prejudice the
Holders of outstanding Bonds; rovided, however, that nothing
herein contained shall permit r be construed as permitting
( 1) an extension of the maturi y of the principal of or the
interest on any Bonds, or (2 ) reduction in the principal
amount of any Bond or the rate of interest thereon, or ( 3 ) a
privilege or priority of any B nd or Bonds over any other Bond
or Bonds, except as otherwise rovided in the Resolution, or
(4 ) a reduction in the aggrega e principal amount of Bonds
required for consent of any ch nge, amendment, modification or
alteration, or ( 5) the creatio of any lien ranking prior to
-7
or on a parity with the lien o the Bonds, except as expressly
permitted by the Resolution as supplemented, or (6 ) a
modification of any of the pro isions of this paragraph,
without the consent of the Hol ers of one hundred percent
( 100$ ) of the principal amoun of all Bonds and Party Bonds
outstanding.
[ 17 ] Re lacement B nds . Replacement Bonds may be
issued by the Issuer in the e ent that:
(a) if The De ository Trust Company (the
"Depository" ) shall resign or discontinue its
services for the Bo ds, and only if the Authority is
unable to locate a ubstitute depository within two
( 2 ) months followin the resignation or
determination of no -eligibility, or
(b) upon a de ermination by the Authority in
its sole discretion that ( 1) the continuation of the
book-entry system d scribed in the Resolution, which
precludes the issua ce of certificates (other than
Global Certificates ) to any Holder other than the
Depository (or its ominee) , might adversely affect
the interest of th beneficial owners of the Bonds,
or (2 ) that it is 'n the best interest of the
beneficial owners f the Bonds that they be able to
obtain certificate bonds .
[ 18J Transfer. T is Bond shall be registered in
the name of the payee on the books of the Authority by
presenting this Bond for reg stration to the Bond Registrar,
who will endorse his, her or its name and note the date of
registration opposite the na e of the payee in the certificate
of registration attached her to. Thereafter this Bond may be
transferred by delivery with an assignment duly executed by
the Holder or his, her or it legal representatives, and the
Authority and Bond Registrar may treat the Holder as the
person exclusively entitled o exercise all the rights and
powers of an owner until thi Bond is presented with such
assignment for registration r transfer, accompanied by
assurance of the nature pro 'ded by law that the assignment is
genuine and effective, and til such transfer is registered
on said books and noted her n by the Bond Registrar, all
subject to the terms and co ditions provided in the Resolution
and to reasonable regulatio s of the Issuer contained in any
agreement with, or notice t , the Bond Registrar. Transfer of
this Bond may, at the direc ion and expense of the Issuer, be
subject to certain other re trictions if required to qualify
A-8
this Bond as being "in regist red form" within the meaning of
Section 149 (a) of the federal Internal Revenue Code of 1986 ,
as amended.
[ 19 ] Fees U on Tra sfer or Loss . The Bond
Registrar may require payment of a sum sufficient to cover any
tax or other governmental cha ge payable in connection with
the transfer or exchange of t is Bond and any legal or unusual
costs regarding transfers and lost Bonds .
[20 ] Treatment of istered Owner. The Authority
and Bond Registrar may treat t e person in whose name this
Bond is registered as the owne hereof for the purpose of
receiving payment as herein pr vided (except as otherwise
provided with respect to the R cord Date) and for all other
purposes, whether or not this ond shall be overdue, and
neither the Issuer nor the Bon Registrar shall be affected by
notice to the contrary.
[21 ] Authentication This Bond shall not be valid
or become obligatory for any p rpose or be entitled to any
security unless the Certificat of Authentication hereon shall
have been executed by the Bond Registrar.
[22 ] Not ualified ax-Exem t Obli ations . The
Bonds have not been designated by the Authority as "qualified
tax-exempt obligations" for pu poses of Section 265(b) ( 3) of
the Internal Revenue Code of 1 86, as amended.
[23] Accreted Value . The Accreted Values for this
Bond, per $5, 000 Accreted Valu at maturity, are as follows:
Interest Date Accreted Value
March 1, 1990 $
September 1, 1990
September 1, 1991
September 1, 1992
September 1, 1993
September 1, 1994
September 1, 1995
September 1, 1996
September l, 1997
� September 1, 1998
[ 24 ] Recital . IT I HEREBY CERTIFIED, RECITED AND
DECLARED that all acts, condit 'ons and things required to
exist, to happen and to be per ormed precedent to and in the
A 9
execution and delivery of the esolution and the issuance of
this Bond do exist, have happe ed and have been performed in
due time, form and manner, as equired by law, and that the
issuance of this Bond and the eries of which it forms a part,
together with all other obliga ions of the Authority, does not
exceed or violate any constitu ional or statutory limitation.
[25J Execution. IN WITNESS WHEREOF, The Housing
and Redevelopment Authority of the City of Saint Paul,
Minnesota, by its governing bo y, has caused this Bond to be
executed in its name by the fa simile signatures of its Chair,
Secretary, and the Director, partment of Finance and
Management Services, and has caused this Bond to be sealed
with a facsimile of its offic ' al seal printed hereon.
A-10
Date of Registration: Regist able by: City Treasurer
Payab e at: Office of the
City Treasurer
HOUSIN AND REDEVELOPMENT
AUTHOR TY OF THE CITY OF SAINT PAUL,
MINNES TA
Chair
Secret ry
Direct r, Department of Finance
an Management Services
[sE )
BOND REGISTRAR' S CERTI ICATE OF AUTHENTICATION
This is one of the Bonds f the series designated therein
referred to in the within ment 'oned Resolution.
By
Aut orized Signature
A 11
CERTIFICATE OF REGISTRATION
The transfer of ownership of he principal amount of the
attached Bond may be made onl by the registered owner or his,
her or its legal representati e last noted below.
DATE OF SIGNATURE OF
REGISTRATION REGISTERE OWNER BOND REGISTRAR
A 12
REGISTER OF PA TIAL PAYMENTS
The accreted amount at maturity of the attached Bond has been
prepaid on the dates and in the amounts noted below:
Sign ture of Signature of
Date Amount Bond older Bond Registrar
If a notation is made on this gister, such notation has the
effect stated in the attached nd. Partial payments do not
require the presentation of the attached Bond to the Bond
Registrar, and a Holder could f il to note the partial payment
here.
A 13
AB REVIATIONS
The following abbrevia ions, when used in the inscription
on the face of this Bond, s all be construed as though they
were written out in full ac ording to applicable laws or
regulations :
TEN COM - as tenants in co on
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants ' th right of survivorship
and not as tenants in common
UTMA - as custo ian for
(Cust) (Minor)
under t Uniform
(State)
Transfe s to Minors Act
Additional abbre iations may also be used
though not in the above list.
A-14
ASSI NMENT
For value received, he undersigned hereby sells,
assigns and transfers unto
the within Bond and does
hereby irrevocably constitute nd appoint
attorney to transfer the Bond n the books kept for the
registration thereof, with fu 1 power of substitution in the
premises .
Dated:
Noti e: The assignor' s signature to
this assignment must
correspond with the name as
it appears upon the face of
the within Bond in every
particular, without
alteration or any change
whatever.
Signature Guaranteed:
Signature(s) must be guarant d by a national bank or trust
company or by a brokerage fi having a membership in one of
the major stock exchanges .
The Bond Registrar will not effect transfer of this
Bond unless the information oncerning the transferee
requested below is provided.
Name and Address :
( Include i formation for all joint owners
if the Bo d is held by joint account. )
A-15
EXHI IT B
Form of Non-Global Bond - Se ies 1989A or Series 1989B Bond
UNITED STAT S OF AMERICA
STATE OF MINNESOTA
COUNTY F RAMSEY
HOUSING AND REDE ELOPMENT AUTHORITY
OF THE CITY OF SA NT PAUL, MtNNESOTA
R- $
TAX INCREMEN REVENUE BOND
(DOWNTOWN AND SEVENTH PL CE REDEVELOPMENT PROJECT)
SERIE 1989_
APPROXIMATE
YIELD TO MATURITY ORIGINAL
MATURITY DATE DATE OF ISSUE CUSIP
� per annum 1989
REGISTERED OWNER:
ACCRETED AMOUNT AT MATURITY: DOLLARS
[ 1] KNOW ALL PERSO S BY THESE PRESENTS that The
Housing and Redevelopment Aut ority of the City of Saint Paul,
Minnesota (the "Authority" ) , or value received, promises to
pay to the registered owner s ecified above, or registered
assigns, but solely from the ources described below, and upon
presentation and surrender he eof at the office of the Paying
Agent named below, the accret d amount specified above, being
the original principal amount hereof, with interest from the
date of original issue stated above, accrued and payable with
principal at maturity, at the rate which, compounded on each
March 1, and September 1, co encing March 1, 1990 (each, an
"Interest Date" ) , results in he accreted amount (the
"Accreted Value" ) set forth f r such date in the table printed
on the reverse side hereof pe $5, 000 accreted amount at
maturity; subject to the prov sions for redemption of this
Bond before maturity referred to below. The "Accreted Value"
or "Accreted Amount" of this ond as of any given date is the
original principal amount the eof plus interest accrued to
such date, as set forth on th table on the reverse of this
B-1
bond for each March 1 and Se tember 1 . The Accreted Amount of
and premium, if any, on this Bond are payable upon
presentation and surrender h reof at the office of City
Treasurer, in St. Paul, Minn sota (the "Bond Registrar" ) ,
acting as paying agent or an successor paying agent duly
appointed by the Authority; rovided, however that upon a
partial redemption of this B nd which results in the Accreted
Amount hereof being reduced, the Holder may in its discretion
be paid without presentation of this Bond, and may make a
notation on the panel provid d herein of such redemption,
stating the amount so redeem d, or may return the Bond to the
Bond Registrar in exchange f r a new Bond in the proper
principal amount . Such nota ion, if made by the Holder, shall
be for reference only, and m y not be relied upon by any other
person as being in any way d terminative of the principal
amount of this Bond outstandi g, unless the Bond Registrar has
signed the appropriate column of the panel . The Accreted
Value on this Bond is payable in lawful money of the United
States of America.
[2 ] Definitions . apitalized terms used herein if
not defined herein shall have the same meaning given them in
the Resolution described in t e next paragraph.
[ 3] Issue; Purpose This Bond has been issued by
the Authority to aid in finan ing a project as defined in
Minnesota Statutes, Sections 69 . 001 to 469 . 047, as amended
and is one of an issue in the aggregate principal amount of
$ (the "Bonds" ) , al of like date and tenor, except
as to registered number, issu d in accordance with a
Resolution adopted by the Aut ority on November 9, 1989,
setting forth the terms upon hich such Bonds are issued. The
Bonds of this series are issu d by the Authority for the
purposes of financing, pursua t to Minnesota Statutes,
Sections 469 . 174 throuqh 469 . 79, as aniended, certain public
redevelopment costs within or related to the Downtown and
Seventh Place Redevelopment P ject (the "Improvements" )
thereby assisting activities i the public interest and for
the public welfare of the Auth rity and the City of Saint
Paul, Minnesota (the "City" ) , nd are special obligations of
the Authority.
[4 ] Security. The onds are secured by a pledge of
tax increments derived from th Downtown and Seventh Place
Redevelopment Project (the "Ta Increments" ) on a parity of
lien with the $ Tax ncrement Revenue Bonds,
(Downtown and Seventh Place Re evelopment Project) , Series
1989 and the $ Taxa le Tax Increment Revenue Bonds
B 2
(Downtown and Seventh Place Rede elopment Project) , Series
1989C ( the "Parity Bonds " ) also ' ssued under the Resolution,
as more fully provided in the Re olution. The lien created by
, the Resolution on Tax Increments is subordinated to the lien
on Tax Increments of certain "Se ior Obligations" as described
in the Resolution. Reference is hereby made to the
Resolution, including all resolu ions supplemental thereto,
for a description of the propert encumbered and assigned, the
provisions, among others, with spect to the nature and
extent of the security, the rig ts of the Authority and the
Holders of the Bonds and the te s upon which the Bonds are
issued and secured.
[5] Insurance Policy. Municipal Bond Insurance
Policy No. (the "Policy" ) w'th respect to payments due for
Accreted Amount on this bond ha been issued by AMBAC
Indemnity Corporation ( "AMBAC I demnity" ) . The Policy has
been delivered to the United St tes Trust Company of New York,
New York, New York, as the Insu ance Trustee or any successor
insurance trustee. The Policy s on file and available for
inspection at the principal off ce of the Insurance Trustee
and a copy thereof may be secur d from AMBAC Indemnity or the
Insurance Trustee. All payment required to be made under the
Policy shall be made in accorda ce with the provisions
thereof . The owner of this bon acknowledges and consents to
the subrogation rights of AMBAC Indemnity as more fully set
forth in the Policy.
[6] Prepayment.
(A) O tional Redem t on. All Bonds of this issue
are subject to redemption and p epayment at the option of the
Authority, on September 1, 1998 and semiannually thereafter
on each March 1 and September 1 at their Accreted Amount, plus
a premium expressed as a percen age of their Accreted Amount
on the redemption date, as foll ws:
Redemption Date Premium
September 1, 1998 and March 1, 1999 2�
September 1, 1999 and March 1, 2000 1$
September 1, 2000 and thereaft r 0$
Redemption may be in whole or ' n part of the Bonds subject to
prepayment. If redemption is ' n part, the Bonds to be prepaid
shall be selected by the Autho ity; provided that if only part
of the Bonds having a common m turity date are called for
prepayment, the specific Bonds to be prepaid shall be chosen
3
by lot by the Bond Registrar Bonds or portions thereof
called for redemption shall e due and payable on the
redemption date, and interes thereon shall cease to accrue
from and after the redemptio date.
* (B) Extraordinar Redem tion. The Bonds of this
series are subject to extrao dinary redemption and prepayment,
on September 1, 1998 at thei Accreted Amount as of such date
unless the City of Saint Pau repurchases the Saint Paul Civic
Center on September 1, 1998, or the amount of Tax Increments
is sufficient to satisfy cer ain coverage tests set forth in
the Resolution.
[ 7 ] Selection of onds for Redem tion• Partial
Redemption. To effect a par ial redemption of Bonds having a
common maturity date, the Bo Registrar shall assign to each
outstanding Bond of greater t an $5, 000 in Accreted Amount at
maturity a distinctive numbe for each $5, 000 of the Accreted
Amount at maturity of such Bo d so as to distinguish each such
$5,000 portion from each othe portion of the Accreted Amount
at maturity of such bonds sub 'ect to redemption. The Bond
Registrar shall then select b lot, using such method of
selection as it shall deem pr per in its discretion, from the
numbers assigned to the Bonds as many numbers as, at $5, 000
at maturity for each number, hall equal the Accreted Amount
at maturity of such Bonds to e redeemed. The Bonds to be
redeemed shall be the Bonds t which were assigned numbers so
selected; provided, however, hat only so much of the
principal amount of such Bond of an Accreted Amount of more
than $5,000 shall be redeemed as shall equal $5,000 at
maturity for each number assi ned to it and so selected. If a
Bond is to be redeemed only i part, it shall be surrendered
to the Bond Registrar (with, ' f the Issuer or Bond Registrar
so requires, a written instru ent of transfer in form
satisfactory to the Issuer an Bond Registrar duly executed by
the Holder thereof or his, he or its attorney duly authorized
in writing) and the Issuer sh 11 execute ( if necessary) and
the Bond Registrar shall auth ticate and deliver to the
Holder of such Bond, without s rvice charge, a new Bond or
Bonds of the same series havin the same stated maturity and
approximate yield to maturity nd of any authorized
denomination or denominations, as requested by such Holder, in
aggregate principal amount equ 1 to and in exchange for the
� unredeemed portion of the prin ipal of the Bond so
surrendered.
* Series 1989A Bonds only
B 4
[8] Business Da Pa ents . If the date for payment
of the principal of or interes on this Bond shall be a
Saturday, Sunday, legal holida or a day on which banking
institutions in Saint Paul, Mi nesota, are authorized by law
or executive order to close, t en the date for such payment
shall be the next succeeding d y which is not a Saturday,
Sunday, legal holiday or a day on which such banking
institutions are authorized to close, and payment on such date
shall have the same force and ffect as if made on the nominal
date of payment.
[9 � Notice of Redem tion. Notice of redemption
shall be published at least on e at least 30 days before the
redemption date in a daily or eekly financial journal or
newspaper of general circulati n in Minneapolis or Saint Paul,
Minnesota, and shall be mailed not less than 30 days prior to
the redemption date to each Re istered Holder of a Bond to be
redeemed. Published notice sh 11 be effective without mailed
notice and no defect in or fai ure to give such mailed notice
of redemption shall affect the validity of the proceed.ings for
redemption of any Bond. All B nds so called for redemption,
provided funds for their redem tion have been duly deposited,
will cease to bear interest on the specified redemption date
and (except for the purpose of payment) shall no longer be
protected by the Resolution an shall not be deemed
outstanding under the Resoluti n, and shall thereafter be
payable solely from the funds rovided for payment.
[ 10] Re lacement or otation of Bonds after Partial
Redemption. Upon a partial re mption of this Bond which
results in the Accreted Amount hereof being reduced, the
Holder may in its discretion m ke a notation on the panel
provided herein of such redemp ion, stating the amount so
redeemed. Such notation, if in e by the Holder, shall be for
reference only, and may not be elied upon by any other person
as being in any way determinat ' e of the accreted amount of
the Bond at maturity, unless t Bond Registrar has signed the
appropriate column of the panel . Otherwise, the Holder may
surrender this Bond to the Bon Registrar (with, if the Issuer
or Bond Registrar so requires , written instrument of
transfer in form satisfactory t the Issuer and Bond Registrar
duly executed by the Holder the eof or his, her or its
attorney duly authorized in wri ing) and the Issuer shall
execute ( if necessary) and the ond Registrar shall
authenticate and deliver to the Holder of such Bond, without
service charge, a new Bond of t e same series having the same
stated maturity and in the prop r Accreted Amount equal to and
B 5
in exchange for the unredee d portion of the Accreted Amount
of the Bond so surrendered.
[ 11] Authority. his Bond and the series of which
it forms a part are issued ursuant to and in full compliance
with the Constitution and 1 ws of the State of Minnesota,
particularly Minnesota Stat tes, Sections 469 . 001 through
469 . 047 and Sections 469 . 17 through 469 . 179, and pursuant to
a resolution adopted and ap roved by the Authority, which
resolution authorizes the i suance of the Bonds as special,
limited obligations of the uthority payable, on a parity of
lien with the Parity Bonds nd subordinated to the Senior
Obligations, from certain T x Increments which are required to
be deposited in the Bond Fu d.
[ 12 ] Not General Debt of Authorit or the Cit .
The Bonds and the interest ue thereon are special limited
obligations of the Authorit and shall never constitute a
general indebtedness of t Authority or the City within the
meaning of any state const ' tutional or statutory provision and
do not and shall not give ise to a pecuniary liability or
moral obligation of the Au hority, the City, the State of
Minnesota, or any of its p litical subdivisions, and do not
constitute a charge agains the Authority or the City' s
general credit or taxing p wers, and shall not constitute a
liability of any officer, mployee or agent of the Authority
or the City.
[ 13] Holders . or the purposes of a11 actions,
consents and other matters affecting Holders of Bonds issued
under the Resolution, the erm "Holder" shall include the
owners of beneficial inter sts in any Bond as shown by the
certificate of the person r entity in whose name (or in whose
nominee name) such Bond is registered. Unless the Bond
Registrar received such a ertificate, the Bond Registrar may
treat the Holder in whose name (or in whose nominee name) a
Bond is registered as the owner of all the interest therein.
[ 14 ] Action b Holders . The Holders of fifty-one
percent (51�) or more in ggregate principal amount of all
Bonds at any time outstan ing under the Resolution as
supplemented may, either t law or in equity, by suit, action,
or other proceedings, pro ect and enforce the rights of all
Holders of Bonds then out tanding, or enforce and compel the
performance of any and al of the covenants and duties
specified in the Resoluti n to be performed by the Authority
or its officers and agent ; provided, however, that nothing
shall affect or impair th right of any Bondholder to enforce
B-6
the payment of the principal of and interest on any Bond at
and after the maturity there f, or the obligation of the
Authority to pay the princip 1 of and interest on each of the
Bonds issued to the respecti e Holders thereof at the time and
place, from the source and i the manner provided in the
Bonds .
[ 15] Denomination • Exchan e• Resolution. The
Bonds are issuable solely as fully registered bonds in the
denominations of $5,000 and 'ntegral multiples thereof of a
single maturity and are exch ngeable for fully registered
Bonds of other authorized de ominations in equal aggregate
principal amounts at the pri cipal office of the Bond
Registrar, but only in the m nner and subject to the
limitations provided in the esolution. Reference is hereby
made to the Resolution for a description of the rights and
duties of the Bond Registrar Copies of the Resolution are on
file in the principal office of the Bond Registrar.
[ 16 ] Modification of Resolution. No change,
amendment, modification or a teration shall be made in the
covenants made with Holders f all Bonds issued under the
Resolution as from time to t me supplemented without the
consent of the Holders of no less than sixty percent ( 60�) in
aggregate principal amount o all such Bonds and Party Bonds
then outstanding except for hanges, amendments, modifications
and alterations (a) made to ure any ambiguity or formal
defect or omission, or (b) m de in connection with the
issuance of Additional Bonds or Refunding Bonds, or (c) which
preserve the exclusion from ross income of interest on the
Bonds under Section 103 of t e Internal Revenue Code of 1986,
as amended, or (d) which wou d not materially prejudice the
Holders of outstanding Bonds provided, however, that nothing
herein contained shall permi or be construed as permitting
( 1 ) an extension of the matu ity of the principal of or the
interest on any Bonds, or ( 2 ) a reduction in the principal
amount of any Bond or the ra e of interest thereon, or ( 3) a
privilege or priority of any Bond or Bonds over any other Bond
or Bonds, except as otherwis provided in the Resolution, or
( 4 ) a reduction in the aggre ate principal amount of Bonds
required for consent of any hange, amendment, modification or
alteration, or ( 5) the creation of any lien ranking prior to
or on a parity with the lie of the Bonds, except as expressly
permitted by the Resolution as supplemented, or ( 6 ) a
modification of any of the rovisions of this paragraph,
without the consent of the olders of one hundred percent
( 100�) of the principal amo nt of all Bonds and Party Bonds
outstanding.
B-7
[ 17 ) Transfer. Th' s Bond shall be registered in
the name of the payee on the oks of the Authority by
presenting this Bond for registration to the Bond Registrar,
who will endorse his, her or i s name and note the date of
registration opposite the name of the payee in the certificate
of registration attached heret . Thereafter this Bond may be
transferred by delivery with a assignment duly executed by
the Holder or his, her or its egal representatives, and the
Authority and Bond Registrar m y treat the Holder as the
person exclusively entitled to exercise all the rights and
powers of an owner until this ond is presented with such
assignment for registration or transfer, accompanied by
assurance of the nature provid d by law that the assignment is
genuine and effective, and unt ' 1 such transfer is registered
on said books and noted hereon by the Bond Registrar, all
subject to the terms and condi ions provided in the Resolution
and to reasonable regulations f the Issuer contained in any
agreement with, or notice to, he Bond Registrar. Transfer of
this Bond may, at the directio and expense of the Issuer, be
subject to certain other restr ctions if required to qualify
this Bond as being "in registe ed form" within the meaning of
Section 149 (a) of the federal nternal Revenue Code of 1986,
as amended.
[ 18 ] Fees U on Tran fer or Loss . The Bond
Registrar may require payment f a sum sufficient to cover any
tax or other governmental char e payable in connection with
the transfer or exchange of th s Bond and any legal or unusual
costs regarding transfers and ost Bonds .
[ 19 ] Treatment of R istered Owner. The Authority
and Bond Registrar may treat t e person in whose name this
Bond is registered as the owne hereof for the purpose of
receiving payment as herein pr vided (except as otherwise
provided with respect to the R cord Date) and for all other
purposes, whether or not this ond shall be overdue, and
neither the Issuer nor the Bon Registrar shall be affected by
notice to the contrary.
[20] Authentication. This Bond shall not be valid
or become obligatory for any p pose or be entitled to any
security unless the Certificat of Authentication hereon shall
have been executed by the Bond egistrar.
[21] Not ualified x-Exem t Obli ations . The
Bonds have not been designated y the Authority as "qualified
tax-exempt obligations" for pur oses of Section 265(b) ( 3) of
the Internal Revenue Code of 19 6, as amended.
B 8
[ 22 ] Accreted Val es . The Accreted Values for this
Bond, per $5, 000 Accreted Va ue at maturity, are as follows:
Interest Date Accreted Value
March 1, 1990 $
September 1, 1990
September 1, 1991
September 1, 1992
September 1, 1993
September 1, 1994
September 1, 1995
September 1, 1996
September 1, 1997
September 1, 1998
[23] Recital . I IS HEREBY CERTIFIED, RECITED AND
DECLARED that all acts, con itions and things required to
exist, to happen and to be erformed precedent to and in the
execution and delivery of t e Resolution and the issuance of
this Bond do exist, have h pened and have been performed in
due time, form and manner, s required by law, and that the
issuance of this Bond and he series of which it forms a part,
together with all other ob igations of the Authority, does not
exceed or violate any cons itutional or statutory limitation.
[24 ] Execution. IN WITNES5 WHEREOF, The Housing
and Redevelopment Authorit of the City of Saint Paul,
Minnesota, by its governin body, has caused this Bond to be
executed in its name by th facsimile signatures of its Chair,
Secretary, and the Directo , Department of Finance and
Management Services, and h s caused this Bond to be sealed
with a facsimile of its of icial seal printed hereon.
B-9
Date of Registration: Regi trable by: City Treasurer
Pay ble at: Office of the
City Treasurer
HOUS NG AND REDEVELOPMENT
AUTH RITY OF THE CITY OF SAINT PAUL,
MINN SOTA
Cha ' r
Sec etary
Dir ctor, Department of Finance
nd Management Services
sE�]
BOND REGISTRAR' S CER IFICATE OF AUTHENTICATION
This is one of the Bond of the series designated therein
referred to in the within me tioned Resolution.
By
thorized Signature
B-10
CERTIFICATE OF REGISTRATION
The transfer of ownership of th principal amount of the
attached Bond may be made only y the registered owner or his,
her or its legal representative last noted below.
DATE OF SIGNATURE OF
REGISTRATION REGISTERED WNER BOND REGISTRAR
B 11
REGISTER OF PARTIAL PAYMENTS
The accreted amount at matu ity of the attached Bond has been
prepaid on the dates and in the amounts noted below:
ignature of Signature of
Date Amount ondholder Bond Registrar
If a notation is made on his register, such notation has the
effect stated in the atta hed Bond. Partial payments do not
require the presentation f the attached Bond to the Bond
Registrar, and a Holder c uld fail to note the partial payment
here.
B-12
ABBR IATIONS
The following abbreviati ns, when used in the inscription
on the face of this Bond, sha 1 be construed as though they
were written out in full acco ding to applicable laws or
regulations :
TEN COM - as tenants in commo
TEN ENT - as tenants by the e tireties
JT TEN - as joint tenants wit right of survivorship
and not as tenants i common
UTMA - as custodi n for
(Cust) (Minor)
under the Uniform
(State)
Transfers t Minors Act
Additional abbrevia ions may also be used
though not in the above list.
B- 3
ASSI NMENT
For value received, he undersigned hereby sells,
assigns and transfers unto
the within Bond and does
hereby irrevocably constitute nd appoint
attorney to transfer the Bond n the books kept for the
registration thereof, with fu 1 power of substitution in the
premises .
Dated:
Noti e: The assignor' s signature to
this assignment must
correspond with the name as
it appears upon the face of
the within Bond in every
particular, without
alteration or any change
whatever.
Signature Guaranteed:
Signature(s ) must be guarante d by a national bank or trust
company or by a brokerage fir having a membership in one of
the major stock exchanges .
The Bond Registrar ill not effect transfer of this
Bond unless the information c ncerning the transferee
requested below is provided.
Name and Address :
( Include i formation for all joint owners
if the Bo d is held by joint account. )
B-14
EXH BIT C
Form of Global eries 1989C Bond
UNITED STAT S OF AMERICA
STATE OF MINNESOTA
COUNTY F RAMSEY
HOUSING AND REDE ELOPMENT AUTHORITY
OF THE CITY OF 5 NT PAUL, MINNESOTA
R- $
TAXABLE TAX INC MENT REVENUE BOND
(DOWNTOWN AND SEVENTH PL CE REDEVELOPMENT PROJECT)
SERIE 1989C
APPROXIMATE
YIELD TO MATURITY ORIGINAL
MATURITY DATE DATE ISSUE CUSIP
� per annum 1989
REGISTERED OWNER:
ACCRETED AMOUNT AT MATURITY: DOLLARS
[ 1] KNOW ALL PERSO S BY THESE PRESENTS that The
Housing and Redevelopment Aut ority of the City of Saint Paul,
Minnesota (the "Authority" ) , or value received, promises to
pay to the registered owner s ecified above, or registered
assigns, but solely from the ources described below, and upon
presentation and surrender he eof at the office of the Paying
Agent named below, the accret d amount specified above, being
the original principal amount hereof with interest from the
date of original issue stated above, accrued and payable with
principal at maturity, at the rate which, compounded on each
March 1, and September 1, co encing March 1, 1990 (each, an
"Interest Date" ) , results in he accreted amount (the
"Accreted Value" ) set forth f r such date in the table printed
on the reverse side hereof pe $5, 000 accreted amount at
maturity; subject to the prov' sions for redemption of this
Bond before maturity referred to below. The "Accreted Value"
or "Accreted Amount" of this ond as of any given date is the
original principal amount the eof plus interest accrued to
such date, as set forth on th table on the reverse of this
-1
bond for each March 1 and S ptember 1 . The Accreted Amount of
and premium, if any, on thi Bond are payable upon
presentation and surrender ereof at the office of City
Treasurer, in St. Paul, Min esota (the "Bond Registrar" ) ,
acting as paying agent or a y successor paying agent duly
appointed by the Authority; provided, however that upon a
partial redemption of this ond which results in the Accreted
Amount hereof being reduce , the Holder may in its discretion
be paid without presentati n of this Bond, and may make a
notation on the panel prov'ded herein of such redemption,
stating the amount so rede med, or may return the Bond to the
Bond Registrar in exchange for a new Bond in the proper
principal amount . Such no ation, if made by the Holder, shall
be for reference only, and may not be relied upon by any other
person as being in any way determinative of the principal
amount of this Bond outsta ding, unless the Bond Registrar has
signed the appropriate col mn of the panel . The Accreted
Value on this Bond is paya le in lawful money of the United
States of America.
[2 ] Definitions Capitalized terms used herein if
not defined herein shall h ve the same meaning given them in
the Resolution described i the next paragraph.
[ 3] Issue• Pur se. This Bond has been issued by
the Authority to aid in fi ancing a project as defined in
Minnesota Statutes, Sectio s 469 . 001 to 469 . 047 , as amended
and is one of an issue in he aggregate principal amount of
$ (the "Bonds" ) , all of like date and tenor, except
as to registered number, i sued in accordance with a
Resolution adopted by the uthority on , 1989 ,
setting forth the terms u n which such Bonds are issued. The
Bonds of this series are ' ssued by the Authority for the
purposes of financing, pu suant to Minnesota Statutes,
Sections 469 . 174 through 69 . 179, as amended, certain public
redevelopment costs withi or related to the Downtown and
Seventh Place Redevelopme t Project (the "Improvements " )
thereby assisting activit es in the public interest and for
the public welfare of the Authority and the City of Saint
Paul , Minnesota (the "Cit " ) , and are special obligations of
the Authority.
[4 ] Security. The Bonds are secured by a pledge of
tax increments derived fr m the Downtown and Seventh Place
Redevelopment Project (th "Tax Increments " ) on a parity of
lien with the $ Tax Increment Revenue Bonds,
(Downtown and Seventh Pla e Redevelopment Project) , Series
1989 and the $ Tax Increment Revenue Bonds
C-2
(Downtown and Seventh Place Red velopment Project) , Series
1989B (the "Parity Bonds" ) also issued under the Resolution,
as more fully provided in the R solution. The lien created by
the Resolution on Tax Increment is subordinated to the lien
on Tax Increments of certain Se ior Obligations as described
in the Resolution. Reference i hereby made to the
Resolution, including all resol tions supplemental thereto,
for a description of the proper y encumbered and assigned, the
provisions , among others, with espect to the nature and
extent of the security, the rig ts of the Authority and the
Holders of the Bonds and the te ms upon which the Bonds are
issued and secured.
[5] Insurance Polic . Municipal Bond Insurance
Policy No. (the "Policy" ) ith respect to payments due for
Accreted Amount on this bond h s been issued by AMBAC
Indemnity Corporation ( "AMBAC Indemnity" ) . The Policy has
been delivered to the United S ates Trust Company of New York,
New York, New York, as the Ins rance Trustee or any successor
insurance trustee. The Policy is on file and available for
inspection at the principal of ice of the Insurance Trustee
and a copy thereof may be secu ed from AMBAC Indemnity or the
Insurance Trustee. Al1 paymen s required to be made under the
Policy shall be made in accord nce with the provisions
thereof . The owner of this bo d acknowledges and consents to
the subrogation rights of AMBA Indemnity as more fully set
forth in ttie Policy.
[6 ] Business Da Pa ents . If the date for payment
of the principal of or interes on this Bond shall be a
Saturday, Sunday, legal holida or a day on which banking
institutions in Saint Paul, Mi nesota, are authorized by law
or executive order to close, t en the date for such payment
shall be the next succeeding d y which is not a Saturday,
Sunday, legal holiday or a day on which such banking
institutions are authorized to close, and payment on such date
shall have the same force and ffect as if made on the nominal
date of payment.
[7 ] Authority. Thi Bond and the series of which
it forms a part are issued pur uant to and in full compliance
with the Constitution and laws of the State of Minnesota,
particularly Minnesota Statute , Sections 469 . 001 through
469 . 047 and Sections 469 . 174 t rough 469 . 179, and pursuant to
a resolution adopted and appro ed by the Authority, which
resolution authorizes the issu nce of the Bonds as special,
limited obligations of the Aut ority payable, on a parity of
lien with the Parity Bonds and subordinated to the Senior
-3
Obligations , from certain Tax Increments which are required to
be deposited in the Bond Fund.
[ 8 ] Not General De of Authorit or the Cit . The
Bonds and the interest due th reon are special limited
obligations of the Authority nd shall never constitute a
general indebtedness of the uthority or the City within the
meaning of any state constitu ional or statutory provision and
do not and shall not give ris to a pecuniary liability or
moral obligation of the Autho ity, the City, the State of
Minnesota, or any of its poli ical subdivisions, and do not
constitute a charge against t e Authority or the City' s
general credit or taxing powe s, and shall not constitute a
liability of any officer, emp oyee or agent of the Authority
or the City.
[9 ] Holders . For he purposes of all actions,
consents and other matters af ecting Holders of Bonds issued
under the Resolution, the ter "Holder" shall include the
owners of beneficial interest in any Bond as shown by the
certificate of the person or ntity in whose name (or in whose
nominee name) such Bond is r gistered. Unless the Bond
Registrar received such a Cer ificate, the Bond Registrar may
treat the Holder in whose nam (or in whose nominee name) a
Bond is registered as the own r of all the interest therein.
[ 10] Action b Hol ers . The Holders of fifty-one
percent ( 51�) or more in aggr gate principal amount of all
Bonds at any time outstanding under the Resolution as
supplemented may, either at 1 w or in equity, by suit, action,
or other proceedings, protect and enforce the rights of all
Holders of Bonds then outstan ing, or enforce and compel the
performance of any and all of the covenants and duties
specified in the Resolution t be performed by the Authority
or its officers and agents; p ovided, however, that nothing
shall affect or impair the ri ht of any Bondholder to enforce
the payment of the principal f and interest on any Bond at
and after the maturity thereo , or the obligation of the
Authority to pay the principa of and interest on each of the
Bonds issued to the respectiv Holders thereof at the time and
place, from the source and in the manner provided in the
Bonds .
� [ 11 ) Denominations; Exchan e• Resolution. The
Bonds are issuable solely as ully registered bonds in the
denominations of $5, 000 and i tegral multiples thereof of a
single maturity and are excha geable for fully registered
Bonds of other authorized de minations in equal aggregate
C-4
principal amounts at the princi al office of the Bond
Registrar, but only in the mann r and subject to the
limitations provided in the Res lution. Reference is hereby
made to the Resolution for a de cription of the rights and
duties of the Bond Registrar. opies of the Resolution are on
file in the principal office of the Bond Registrar.
[ 12 ] Modification of Resolution. No change,
amendment, modification or alte ation shall be made in the
covenants made with Holders of 11 Bonds issued under the
Resolution as from time to time supplemented without the
consent of the Holders of not 1 ss than sixty percent ( 60$) in
aggregate principal amount of a 1 such Bonds and Party Bonds
then outstanding except for cha ges , amendments, modifications
and alterations (a) made to cur any ambiguity or formal
defect or omission, or (b) made in connection with the
issuance of Additional Bonds or Refunding Bonds, or (c) which
would not materially prejudice he Holders of outstanding
Bonds; provided, however, that othing herein contained shall
permit or be construed as permi ting ( 1) an extension of the
maturity of the principal of or the interest on any Bonds, or
( 2 ) a reduction in the principa amount of any Bond or the
rate of interest thereon, or ( 3 a privilege or priority of
any Bond or Bonds over any othe Bond or Bonds, except as
otherwise provided in the Resol tion, or ( 4 ) a reduction in
the aggregate principal amount f Bonds required for consent
of any change, amendment, modif 'cation or alteration, or ( 5)
the creation of any lien rankin prior to or on a parity with
the lien of the Bonds, except a expressly permitted by the
Resolution as supplemented, or ( 6 ) a modification of any of
the provisions of this paragrap , without the consent of the
Holders of one hundred percent ( 100�) of the principal amount
of all Bonds and Party Bonds o standing.
[ 13 ] Transfer. This Bond shall be registered in
the name of the payee on the b oks of the Authority by
presenting this Bond for regis ration to the Bond Registrar,
who will endorse his, her or i s name and note the date of
registration opposite the name of the payee in the certificate
of registration attached heret . Thereafter this Bond may be
transferred by delivery with a assigrunent duly executed by
the Holder or his, her or its egal representatives, and the
Authority and Bond Registrar m y treat the Holder as the
person exclusively entitled to exercise all the rights and
powers of an owner until this ond is presented with such
assignment for registration or transfer, accompanied by
assurance of the nature provid d by law that the assignment is
genuine and effective, and unt 1 such transfer is registered
-5
on said books and noted hereon by the Bond Registrar, all
subject to the terms and condi ions provided in the Resolution
and to reasonable regulations f the Issuer contained in any
agreement with, or notice to, he Bond Registrar.
[ 14 ] Fees U on Tran fer or Loss . The Bond
Registrar may require payment f a sum sufficient to cover any
tax or other governmental char e payable in connection with
the transfer or exchange of th ' s Bond and any legal or unusual
costs regarding transfers and ost Bonds .
[ 15] Treatment of R istered Owner. The Authority
and Bond Registrar may treat t e person in whose name this
Bond is registered as the owne hereof for the purpose of
receiving payment as herein pr vided (except as otherwise
provided with respect to the R cord Date) and for all other
purposes, whether or not this ond shall be overdue, and
neither the Issuer nor the Bon Registrar shall be affected by
notice to the contrary.
[ 16 ] Authentication This Bond shall not be valid
or become obligatory for any p rpose or be entitled to any
security unless the Certificat of Authentication hereon shall
have been executed by the Bond Registrar.
[ 17 � Accreted Value . The Accreted Values for this
Bond, per $5, 000 Accreted Valu at maturity, are as follows :
Interest Date Accreted Value
March 1, 1990 $
September 1, 1990
September 1, 1991
September 1, 1992
September 1, 1993
September 1, 1994
September 1, 1995
September 1, 1996
September 1, 1997
September 1, 1998
[ 18] Recital . IT I HEREBY CERTIFIED, RECITED AND
DECLARED that all acts, condit 'ons and things required to
exist, to happen and to be per ormed precedent to and in the
execution and delivery of the esolution and the issuance of
this Bond do exist, have happe ed and have been performed in
due time, form and manner, as equired by law, and that the
issuance of this Bond and the eries of which it forms a part,
C 6
together with all other oblig tions of the Authority, does not
exceed or violate any constit tional or statutory limitation.
[ 19 ] Execution. I WITNESS WHEREOF, the Housing
and Redevelopment Authority o the City of Saint Paul,
Minnesota, by its governing b dy, has caused this Bond to be
executed in its name by the f csimile signatures of its Chair,
Secretary, and the Director, epartment of Finance and
Management Services, and has aused this Bond to be sealed
with a facsimile of its offic ' al seal printed hereon.
-7
Date of Registration: Regist able by: City Treasurer
Payab e at: Office of the
City Treasurer
HOUSI G AND REDEVELOPMENT
AUTHO ITY OF THE CITY OF SAINT PAUL,
MINNE OTA
Chair
Secre ary
Dire to.r, Department of Finance
a d Management Services
[ EAL)
BOND REGISTRAR' S CERT FICATE OF AUTHENTICATION
This is one of the Bonds of the series designated therein
referred to in the within me ioned Resolution.
By
Authorized Signature
C-8
CERTIFICATE O REGISTRATION
The transfer of ownership of th principal amount of the
attached Bond may be made only y the registered owner or his,
her or its legal representative last noted below.
DATE OF SIGNATURE OF
REGISTRATION REGISTERED WNER BOND REGISTRAR
C 9
ABBRE IATIONS
The following abbreviatio s, when used in the inscription
on the face of this Bond, shal be construed as though they
were written out in full accor ing to applicable laws or
regulations :
TEN COM - as tenants in common
TEN ENT - as tenants by the en ireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - as custodia for
(Cust) (Minor)
under the Uniform
(State)
Transfers t Minors Act
Additional abbreviat 'ons may also be used
though not in he above list.
C-10
ASSI NMENT
For value received, he undersigned hereby sells,
assigns and transfers unto
the within Bond and does
hereby irrevocably constitute nd appoint
attorney to transfer the Bond n the books kept for the
registration thereof, with ful power of substitution in the
premises .
Dated:
Notic : The assignor' s signature to
this assignment must
correspond with the name as
it appears upon the face of
the within Bond in every
particular, without
alteration or any change
whatever.
Signature Guaranteed:
Signature(s ) must be guarantee by a national bank or trust
company or by a brokerage firm having a membership in one of
the major stock exchanges .
The Bond Registrar w' l1 not effect transfer of this
Bond unless the information co cerning the transferee
requested below is provided.
Name and Address:
( Include inf rmation for all joint owners
if the Bond is held by joint account. )
C 11
XHIBIT D
Form of Non-G1 bal Series 1989C Bond
UNITED S ATES OF AMERICA
STAT OF MINNESOTA
COU Y OF RAMSEY
HOUSING AND R DEVELOPMENT AUTHORITY
OF THE CITY 0 SAINT PAUL, MINNESOTA
R- $
TAXABLE TAX NCREMENT REVENUE BOND
(DOWNTOWN AND SEVENT PLACE REDEVELOPMENT PROJECT)
S RIES 1989C
APPROXIMATE
YIELD TO MATURI Y ORIGINAL
MATURITY DATE DATE ISSUE CU5IP
$ per annum 1989
REGISTERED OWNER:
ACCRETED AMOUNT AT MATURIT : DOLLARS
[ 1 ) KNOW ALL PE SONS BY THESE PRESENTS that The
Housing and Redevelopment uthority of the City of Saint Paul,
Minnesota (the "Authority" ) , for value received, promises to
pay to the registered owne specified above, or registered
assigns, but solely from t e sources described below, and upon
presentation and surrender hereof at the office of the Paying
Agent named below, the acc eted amount specified above, being
the original principal am nt hereof with interest from the
date of original issue st ed above, accrued and payable with
principal at maturity, at the rate which, compounded on each
March 1, and September 1, commencing March 1, 1990 (each, an
"Interest Date" ) , results in the accreted amount (the
"Accreted Value" ) set for h for such date in the table printed
on the reverse side hereo per $5,000 accreted amount at
maturity; subject to the rovisions for redemption of this
Bond before maturity refe red to below. The "Accreted Value"
or "Accreted Amount" of t is Bond as of any given date is the
original principal amount thereof plus interest accrued to
such date, as set forth o the table on the reverse of this
D-1
bond for each March 1 and Septe ber 1 . The Accreted Amount of
and premium, if any, on this Bo d are payable upon
presentation and surrender here f at the office of City
Treasurer, in St. Paul, Minneso a (the "Bond Registrar" ) ,
acting as paying agent or any s ccessor paying agent duly
appointed by the Authority; pro ided, however that upon a
partial redemption of this Bond which results in the Accreted
Amount hereof being reduced, th Holder may in its discretion
be paid without presentation of this Bond, and may make a
notation on the panel provided erein of such redemption,
stating the amount so redeemed, or may return the Bond to the
Bond Registrar in exchange for new Bond in the proper
principal amount . Such notatio , if made by the Holder, shall
be for reference only, and may ot be relied upon by any other
person as being in any way dete minative of the principal
amount of this Bond outstanding unless the Bond Registrar has
signed the appropriate column o the panel . The Accreted
Value on this Bond is payable i lawful money of the United
5tates of America.
[2 ] Definitions . Ca italized terms used herein if
not defined herein shall have t e same meaning given them in
the Resolution described in the next paragraph.
[3 ) Issue; Purpose. This Bond has been issued by
the Authority to aid in financi g a project as defined in
Minnesota Statutes, Sections 46 . 001 to 469 . 047, as amended
and is one of an issue in the a gregate principal amount of
$ (the "Bonds" ) , all f like date and tenor, except
as to registered number, issued in accordance with a
Resolution adopted by the Autho ity on , 1989,
setting forth the terms upon wh ch such Bonds are issued. The
Bonds of this series are issued by the Authority for the
purposes of financing, pursuant to Minnesota Statutes,
Sections 469 . 174 through 469 . 17 , as amended, certain public
redevelopment costs within or r lated to the Downtown and
Seventh Place Redevelopment Pro 'ect (the "Improvements" )
thereby assisting activities in the public interest and for
the public welfare of the Autho ity and the City of Saint
Paul, Minnesota (the "City" ) , a d are special obligations of
the Authority.
[4 ] Security. The B nds are secured by a pledge of
tax increments derived from the Downtown and Seventh Place
Redevelopment Project (the "Ta Increments" ) on a parity of
lien with the $ Tax I crement Revenue Bonds
(Downtown and Seventh Place Re velopment Project) , Series
1989 and the $ Tax Increment Revenue Bonds
D 2
(Downtown and Seventh Place Rede elopment Project) , Series
1989B (the "Parity Bonds" ) also ' ssued under the Resolution,
as more fully provided in the Re olution. The lien created by
the Resolution on Tax Increments is subordinated to the lien
on Tax Increments of certain Se ior Obligations as described
in the Resolution. Reference i hereby made to the
Resolution, including all resol tions supplemental thereto,
for a description oF the proper y encumbered and assigned, the
provisions, among others, with espect to the nature and
extent of the security, the rig ts of the Authority and the
Holders of the Bonds and the te ms upon which the Bonds are
issued and secured.
[5] Insurance Policy Municipal Bond Insurance
Policy No. ( the "Policy" ) w th respect to payments due for
Accreted Amount on this bond ha been issued by AMBAC
Indemnity Corporation ( "AMBAC I demnity" ) . The Policy has
been delivered to the United St tes Trust Company of New York,
New York, New York, as the Insu ance Trustee or any successor
insurance trustee. The Policy ' s on file and available for
inspection at the principal office of the Insurance Trustee
and a copy thereof may be secu d from AMBAC Indemnity or the
Insurance Trustee. All paymen s required to be made under the
Policy shall be made in accord nce with the provisions
thereof . The owner of this bo d acknowledges and consents to
the subrogation rights of AMBA Indemnity as more fully set
forth in the Policy.
[ 6 ] Business Da Pa ents . If the date for payment
of the principal of or interes on this Bond shall be a
Saturday, Sunday, legal holida or a day on which banking
institutions in Saint Paul, Mi nesota, are authorized by law
or executive order to close, t en the date for such payment
shall be the next succeeding d y which is not a Saturday,
Sunday, legal holiday or a day on which such banking
institutions are authorized to close, and payment on such date
shall have the same force and ffect as if made on the nominal
date of payment.
[7 ) Authority. Th' s Bond and the series of which
it forms a part are issued pu suant to and in full compliance
with the Constitution and law of the State of Minnesota,
particularly Minnesota Statut s, Sections 469 . 001 through
. 469 . 047 and Sections 469 . 174 hrough 469 . 179, and pursuant to
a resolution adopted and appr ved by the Authority, which
resolution authorizes the iss ance of the Bonds as special,
limited obligations of the Au hority payable, on a parity of
lien with the Parity Bonds an subordinated to the Senior
D-3
� Obligations, from certain T Increments which are required to
be deposited in the Bond Fu .
( 8] Not General D bt of Authorit or the Cit . The
Bonds and the interest due t ereon are special limited
obligations of the Authority and shall never constitute a
general indebtedness of the Authority or the City within the
meaning of any state constit tional or statutory provision and
do not and shall not give ri e to a pecuniary liability or
moral obligation of the Auth rity, the City, the State of
Minnesota, or any of its pol tical subdivisions, and do not
constitute a charge against he Authority or the City' s
general credit or taxing pow rs, and shall not constitute a
liability of any officer, em loyee or agent of the Authority
or the City.
[9 ] Holders . For the purposes of all actions,
consents and other matters a fecting Holders of Bonds issued
under the Resolution, the te "Holder" shall include the
owners of beneficial interest in any Bond as shown by the
certificate of the person or ntity in whose name (or in whose
nominee name) such Bond is r gistered. Unless the Bond
Registrar received such a Cer ificate, the Bond Registrar may
treat the Holder in whose nam (or in whose nominee name) a
Bond is registered as the own r of all the interest therein.
[ 10] Action b Hol ers . The Holders of fifty-one
percent ( 51$ ) or more in aggr gate principal amount of all
Bonds at any time outstanding under the Resolution as
supplemented may, either at 1 w or in equity, by suit, action,
or other proceedings, protect and enforce the rights of all
Holders of Bonds then outstan ing, or enforce and compel the
performance of any and all of the covenants and duties
specified in the Resolution t be performed by the Authority
or its officers and agents; p vided, however, that nothing
shall affect or ,impair the ri t of any Bondholder to enforce
the payment of the principal o and interest on any Bond at
and after the maturity thereof, or the obligation of the
Authority to pay the principal of and interest on each of the
Bonds issued to the respective Holders thereof at the time and
place, from the source and in he manner provided in the
Bonds .
[ 11 ] Denominations • Exchan e• Resolution. The
Bonds are issuable solely as i lly registered bonds in the
denominations of $5,000 and in egral multiples thereof of a
single maturity and are exchan eable for fully registered
Bonds of other authorized deno inations in equal aggregate
D 4
principal amounts at the princi al office of the Bond
Registrar, but only in the mann r and subject to the
limitations provided in the Res lution. Reference is hereby
made to the Resolution for a de cription of the rights and
duties of the Bond Registrar. opies of the Resolution are on
file in the principal office of the Bond Registrar.
[ 12 ] Modification of Resolution. No change,
amendment, modification or alt ration shall be made in the
covenants made with Holders of all Bonds issued under the
Resolution as from time to tim supplemented without the
consent of the Holders of not ess than sixty percent ( 60$) in
aggregate principal amount of 11 such Bonds and Party Bonds
then outstanding except for ch nges , amendments, modifications
and alterations (a) made to cu e any ambiguity or formal
defect or omission, or (b) mad in connection with the
issuance of Additional Bonds o Refunding Bonds, or (c) which
would not materially prejudice the Holders of outstanding
Bonds; provided, however, that nothing herein contained shall
permit or be construed as per itting ( 1) an extension of the
maturity of the principal of r the interest on any Bonds, or
( 2 ) a reduction in the princi al amount of any Bond or the
rate of interest thereon, or 3) a privilege or priority of
any Bond or Bonds over any ot er Bond or Bonds, except as
otherwise provided in the Res lution, or ( 4 ) a reduction in
the aggregate principal amoun of Bonds required for consent
of any change, amendment, mod fication or alteration, or ( 5)
the creation of any lien rank ng prior to or on a parity with
the lien of the Bonds, except as expressly permitted by the
Resolution as supplemented, ( 6 ) a modification of any of
the provisions of this parag aph, without the consent of the
Holders of one hundred perce t ( 100�) of the principal amount
of all Bonds and Party Bonds outstanding.
[ 13] Transfer. T is Bond shall be registered in
the name of the payee on the books of the Authority by
presenting this Bond for reg stration to the Bond Registrar,
who will endorse his, her or its name and note the date of
registration opposite the na e of the payee in the certificate
of registration attached her to. Thereafter this Bond may be
transferred by delivery wit an assignment duly executed by
the Holder or his, her or i s legal representatives, and the
Authority and Bond Registra may treat the Holder as the
person exclusively entitled to exercise all the rights and
powers of an owner until th s Bond is presented with such
assignment for registration or transfer, accompanied by
assurance of the nature pro ided by law that the assignment is
genuine and effective, and ntil such transfer is registered
D-5
on said books and noted hereon y the Bond Registrar, all
subject to the terms and condit 'ons provided in the Resolution
and to reasonable regulations o the Issuer contained in any
agreement with, or notice to, t e Bond Registrar.
[ 14 ] Fees U on Transfer or Loss . The Bond
Registrar may require payment f a sum sufficient to cover any
tax or other governmental char e payable in connection with
the transfer or exchange of th' s Bond and any legal or unusual
costs regarding transfers and ost Bonds .
[ 15 ] Treatment of R gistered Owner. The Authority
and Bond Registrar may treat t e person in whose name this
Bond is registered as the owne hereof for the purpose of
receiving payment as herein pr vided (except as otherwise
provided with respect to the R cord Date) and for all other
purposes, whether or not this ond shall be overdue, and
neit�er the Issuer nor the Bon Registrar shall be affected by
notice to the contrary.
[ 16 ] Authenticatio . This Bond shall not be valid
or become obligatory for any rpose or be entitled to any
security unless the Certifica e of Authentication hereon shall
have been executed by the Bon Registrar.
[ 17 ] Accreted Valu s . The Accreted Values for this
Bond, per $5, 000 Accreted Val e at maturity, are as follows :
Interest Date Accreted Value
March 1, 1990 $
September l, 1990
September 1, 1991
September 1, 1992
September 1, 1993
September 1, 1994
September 1, 1995
September 1, 1996
September 1, 1997
September 1, 1998
[ 18) Recital . IT IS HEREBY CERTIFIED, RECITED AND
DECLARED that all acts, cond tions and things required to
exist, to happen and to be p rformed precedent to and in the
execution and delivery of th Resolution and the issuance of
this Bond do exist, have hap ened and have been performed in
due time, form and manner, a required by law, and that the
issuance of this Bond and th series of which it forms a part,
D-6
together with all other obliga ions of the Authority, does not
exceed or violate any constitu ional or statutory limitation.
[ 19 ] Execution. IN WITNESS WHEREOF, the Housing
and Redevelopment Authority of the City of Saint Paul,
Minnesota, by its governing bo y, has caused this Bond to be
executed in its name by the fa simile signatures of its Chair,
Secretary, and the Director, D partment of Finance and
Management Services, and has c used this Bond to be sealed
with a facsimile of its offici 1 seal printed hereon.
-7
Date of Registration: Regis rable by: City Treasurer
Paya le at: Office of the
City Treasurer
HOUSI G AND REDEVELOPMENT
AUTH ITY OF THE CITY OF SAINT PAUL,
MINN OTA
Chai
Secr tary
Dire tor, Department of Finance
a d Management Services
[ E�l
BOND REGISTRAR' S CER IFICATE OF AUTHENTICATION
This is one of the Bond of the series designated therein
referred to in the within me tioned Resolution.
By
Authorized Signature
D-8
CERTIFICATE F REGISTRATION
The transfer of ownership of t e principal amount of the
attached Bond may be made onl by the registered owner or his,
her or its legal representati last noted below.
DATE OF SIGNATURE OF
REGISTRATION REGISTERE OWNER BOND REGISTRAR
-9
ABBRE IATIONS
The following abbreviatio s, when used in the inscription
on the face of this Bond, shal be construed as though they
were written out in full accor ing to applicable laws or
regulations :
TEN COM - as tenants in common
TEN ENT - as tenants by the en ireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - as custodia for
(Cust) (Minor)
under the Uniform
(State)
Transfers t Minors Act
Additional abbreviat ons may also be used
though not in he above list.
D- 0
ASS GNMENT
For value received, the undersigned hereby sells,
assigns and transfers unto
the within Bond and does
hereby irrevocably constitute and appoint
attorney to transfer the Bond on the books kept for the
registration thereof, with fu 1 power of substitution in the
premises .
Dated:
Noti e: The assignor' s signature to
this assignment must
correspond with the name as
it appears upon the face of
the within Bond in every
particular, without
alteration or any change
whatever.
Signature Guaranteed:
Signature( s) must be guarant d by a national bank or trust
company or by a brokerage fi having a membership in one of
the major stock exchanges .
The Bond Registrar ill not effect transfer of this
Bond unless the information oncerning the transferee
requested below is provided.
Name and Address:
( Include i formation for all joint owners
if the Bo d is held by joint account. )
D-11
EX IBIT E
FORM OF NOTE
UNITED STA ES OF AMERICA
STATE 0 MINNESOTA
COUNTY OF RAMSEY
HOUSING AND REDE ELOPMENT AUTHORITY
OF THE CITY OF S INT PAUL, MINNESOTA
Subordinated Taxable Tax I crement Revenue Note of 1989
(Downtown and Seventh P ace Redevelopment Project)
$7, 000, 000
FOR VALUE RECEIVED he Housing and Redevelopment
Authority of the City of Sain Paul, Minnesota (the
"Authority" ) hereby promises o pay to the City of Saint Paul,
its successors or registered ssigns (the "Note Holder" ) , from
the source and in the manner reinafter provided, the
principal sum of SEVEN MILLIO AND NG�'100 DOLLARS
( $7 , 000,000) , or so much ther f as remains unpaid from time
to time (the "Principal Balanc " } , with interest thereon at
the rate of eleven percent ( 11 . 0� ) per annum compounded
annually in any coin or curre y which at the time or times of
payment is legal tender for t payment of public or private
debts in the United States of erica, in accordance with the
terms hereinafter set forth.
1 . The Principal Ba ance and interest thereon shall
be paid upon demand by the Not Holder on any date commencing
on September 1, 1998 and conti uing until September 1, 2008
(the "Final Maturity Date" ) at which time the Principal
Balance and accrued interest t ereon shall be paid in full .
Payments shall be applied firs to interest due on the
Principal Balance and thereaft r to reduction of the Principal
Balance. The Note Holder shal be entitled to demand payment
hereof only if and to the exte t the Note Holder has incurred
"public redevelopment costs" ( s defined in the Resolution
hereinafter referred to) with espect to the Authority' s
Seventh Place Redevelopment Pr ject and the Authority has
consented to each "public rede elopment cost" before it was
incurred. No further demand m y be made on account of this
Note from and after the date o which the Authority, in its
E 1
sole discretion, determines to terminate the Seventh Place
Redevelopment Project. The Au hority shall provide to the
City written notice of such te mination not less than thirty
( 30) days prior to the effecti e date thereof . The Authority
shall only be liable for an am unt demanded by the City in
accordance with this paragraph 1, and then only if such demand
is made on or before the earli r of (a) the expiration of the
30 day termination notice peri d, or (b) December 31, 2008 .
2 . In any event, th payments hereunder shall be
sufficient to pay all principa and interest due, as such
principal and interest becomes due, and to pay any premium or
service charge, at maturity, u on redemption, or otherwise.
Interest shall be computed on he basis of a 360 day year, but
charged for the actual number f days elapsed in a 365 day
year.
3 . Principal and in erest due hereunder shall be
payable at the office of the T easurer of the City of
St. Paul, or at such other pla e as the Note Holder may
designate in writing.
4 . This Note is iss ed by the Authority to provide
funds to aid in financing a pr ject, as defined in Minnesota
Statutes, Section 273 . 71 to 27 . 78, as amended pursuant to a
Resolution adopted by the Auth rity on November 9, 1989 (the
"Resolution" ) and is payable f om certain tax increments (the
"Tax Increments" ) to be derive by the Authority from its
Seventh Place Redevelopment Pr ject (the "Tax Increments " )
which have been pledged to the payment of the Note, which
pledge is subject and subordin te to (a) the pledge of Tax
Increments to the payment of t e Authority' s Tax Increment
Revenue Bonds (Downtown and Se enth Place Redevelopment
Project) , Series 1989A, the Au hority' s Tax Increment Revenue
Bonds (Downtown and Seventh P1 ce Redevelopment Project) ,
Series 1989B, and the Authorit ' s Taxable Tax Increment
Revenue Bonds (Downtown and Se enth Place Redevelopment
Project) , Series 1989C, all of which are issued pursuant to
the Resolution and (b) the lie on Tax Increments of certain
Senior Obligations (as defined in the Resolution) .
5 . The Authority, f r itself, its successors and
assigns, hereby waives demand, presentment, protest and notice
� of dishonor; and to the extent permitted by law, the Note
Holder may extend interest and or principal due on this Note,
including the Final Maturity D te. In no event, however, may
the Final Maturity Date be ext nded beyond December 31, 2008 .
E 2
6 . This Note may be prepaid in whole or in part at
any time without premium.
7 . In the event of repayment of this Note, the
Note Holder shall apply any su h prepayment against the
accrued interest on the Princi al Balance and finally against
the principal amounts due unde the Note. The payments due
under paragraph 1 hereof, shal continue to be due and payable
in full until the entire Princ pal Balance and accrued
interest due on this Note have been paid regardless of any
partial prepayment made hereun er.
8 . As provided in t e Resolution and subject to
certain limitations set forth herein, this Note is only
transferable upon the books of the Authority at the office of
the City Treasurer, by the Not Holder in person or by its
agent duly authorized in writi g, at the Note Holder' s
expense, upon surrender hereof together with a written
instrument of transfer satisfa tory to the Authority, duly
executed by the Note Holder or its duly authorized agent.
Upon such transfer the City Tr asurer will note the date of
registration and the name and ddress of the new registered
Holder in the registration bla k appearing below. The
Authority may deem and treat t e person in whose name the Note
is last registered upon the bo ks of the Authority with such
registration noted on the Note as the absolute owner hereof,
whether or not overdue, for th purpose of receiving payment
of or on the account, of the P incipal Balance, redemption
price or interest and for all ther purposes, and all such
payments so made to the Lender or upon his order shall be
valid and effective to satisfy and discharge the liability
upon the Note to the extent of the sum or sums so paid, and
the Authority shall not be aff cted by any notice to the
contrary.
9 . All of the agree ents, conditions, covenants,
provisions and stipulations co tained in the Resolution are
hereby made a part of this Not to the same extent and with
the same force and effect as i they were fully set forth
herein.
10 . The Principal B lance and interest thereon are
payable solely from the Tax In rements pledged under the
Resolution to its payment, sub ect to the prior pledges of
such Tax Increments, and do no constitute a debt of the
Authority within the meaning o any constitutional or
statutory limitation on indebt dness, are not payable from or
a charge upon any funds other han the Tax Increments pledged
E 3
to the payment thereof, and do ot give rise to a pecuniary
liability of the Authority or, o the extent permitted by law,
of any of its officers, agents r employees, and no holder of
this Note shall ever have the r' ght to compel any exercise. of
the taxing power of the Authori y or the City to pay this Note
or the interest thereon, or to nforce payment thereof against
any property of the Authority o the City other than available
Tax Increments, and this Note d es not constitute a charge,
lien or encumbrance, legal or e uitable, upon any property of
the Authority or the City, and he agreement of the Authority
to perform or cause the perform nce of the covenants and other
provisions herein referred to s all be subject at all times to
the availability of Tax Increme ts available for such purpose
in accordance with the Resoluti n, sufficient to pay all costs
of such performance or the enfo cement thereof.
11 . The Note Holder hall not be deemed, by any act
of omission or commission, to h ve waived any of its rights or
remedies hereunder unless such aiver is in writing and signed
by the Note Holder and, then on y to the extent specifically
set forth in the writing. A wa ver with reference to one
event shall not be construed as continuing or as a bar to or
waiver of any right or remedy a to a subsequent event.
12 . This Note has be n issued without registration
under state or federal or other securities laws, pursuant to
an exemption for such issuance; and accordingly the Note may
not be assigned or transferred n whole or part, nor may a
participation interest in the N te be given pursuant to any
participation agreement, except in accordance with an
applicable exemption from such egistration requirements .
IT IS HEREBY CERTIFIE AND RECITED that all
conditions, acts and things req ired to exist, happen and be
performed precedent to or in th issuance of this Note do
exist, have happened and have b en performed in regular and
due form as required by law.
E-
IN WITNESS WHEREOF, the Authority has caused this
Note to be duly executed in i s name by the manual signatures
of the Chairman, Secretary, a d Director, Department of
Finance and Management Servic s and has caused the corporate
seal to be affixed hereto, an has caused this Note to be
dated , 1989 .
HOUS NG AND REDEVELOPMENT AUTHORITY
OF T E CITY OF SAINT PAUL, MINNESOTA
(SEAL)
By
Ch ir
By
Se retary
Approved as to Form:
By
Di ctor, Department of Finance
an Management Services
By
Assistant City Attorney
E-
PROVISIONS A TO REGISTRATION
The ownership of th unpaid Principal Balance of
this Note and the interest ac ruing thereon is registered on
the books of the Housing and edevelopment Authority of the
City of Saint Paul, Minnesota in the name of the holder last
noted below.
Date of Name and address Signature of
Registration Re ister d Holder City Clerk
E-
EX IBIT F
BUSINESS IMPROVEMENTS
I . HEMAR Expansion
II . Employment Incentives an Leasehold Improvements Program
III . Any other "public redeve opment costs" which would cause
Tax-Exempt Bonds to be o become "private activity bonds"
under the Code if financ d from the proceeds of such Tax-
Exempt Bonds .
EX IBIT G
PUBLIC MPROVEMENTS
I . The construction of park'ng facilities .
II . The construction of pede trian connections .
III . The rehabilitation of th Civic Center complex including
improvements to the wall , ceilings, rest rooms,
exterior, lighting and a r conditioning.
IV. Streetscape improvements and amenities, along various
streets .
V. Various other public imp ovements including, but not
limited to, street, sewe , water within the Redevelopment
Project Area.
EX IBIT H
CITY I PROVEMENTS
I . Any Business Improvement
II . Any Public Improvements
III . Any other "public redeve opment costs" permitted by the
Act
�
EX IBIT I
SENIOR BLIGATIONS
l . The City of St. Pau , General Obligation Refunding
Bonds of 1978;
2 . The City of St . Pau , General Obligation Bonds of
1979, Series A;
3 . The Authority' s Spe ial Obligation Tax Increment
Bonds, Series 1982;
4 . The City of St. Pau , General Obligation Tax
Increment Bonds, Se ies 1985A;
5 . The Lease Obligatio s (as defined in the
Resolution) ;
6 . The obligation of t e Authority to repay a
$4 ,500, 000 loan fro Community Development Block
Grant funds; and
7 . Administrative Expe ses (as defined in the
Resolution) .