275035 WMITE - CiTV CIERK CQ�jRCll �5Q�5
PINK - FINANCE G I TY OF SA I NT PAU L
CANARV - DEPARTMENT
BLUE - MAVOR File NO.
Co�ncil Resolution
Presented By
Referred To Committee: Date
Out of Committee By Date
WHEREAS:
1 . On May 20, 1980, the Port Authority of the City of Saint Paul adopted Resolution
No. 1643 giving preliminary approval to the issuance of approximately $10,000,000 in tax
exempt 876 bonds and approximately $2,000,000 in taxable bonds to finance the restoration
of the St. Paul Hotel into a 260-room Deluxe class hotel by the St. Paul Hotel Development
Company. The restoration would include superior restaurant and banquet and meeting
facilities.
2. Laws of Minn��ata 1976, Chapter 234, provides that any issue of revenue bonds
authorized by the Port Authority of the City of Saint Paul , shall be issued only with the
consent of the City Council of the City of Saint Paul , by resolution adopted in accordance
with law;
3. The Port Authority of the City of Saint Paul has requested that the City Council
give its requisite consent pursuant to said law to facilitate the issuance of said revenue
bonds by the Port Authority of the City of Saint Paul , subject to final approval of the
details of said issue by the Port Authority of the City of Saint Paul .
RESOLVED, by the City Council of the City of Saint Paul , that in accordance with Laws
of Minnesota 1976, Chapter 234, the City Council hereby consents to the issuance of the •
aforesaid revenue bonds for the purposes described in the aforesaid Port Authority Resolution
No. 1643, the exact details of which, including, but not limited to, provisions relating
to maturities, interest rates, discount, redemption, and for the issuance of additional
bonds are to be determined by the Port Authority, pursuant to resolution adopted by the
Port Authority, and the City Council hereby authorizes the issuance of any additional bonds
(including refunding bonds) by the Port Authority, found by the Port Authority to be
necessary for carrying out the purposes for which the aforesaid bonds are issued.
COUNCILMEN
Yeas Nays Requested by De_partment of:
B tle Hunt � �n Favor
H z Levine —f—
Hu Maddox �
L.e e __ Against BY �
Ma ox McM�hon
Sh ltei Showalter
Te S Tedesco JUN 5: 19g0 Form Appr ved by Cit ttorn
Adopted by Council: Wi1sb?ete �r%�
Certifie as• d by Counc� Sec ar B c G
By
�lpproved by , v r: Date YN i 1 1980 Approved by Mayor for Submission to Council
By - BY
!,l��l,F3� J U N 21 i 980
�! aRT �.
; . . .
f: AUTHORI � Y :
OF THE CITY OF ST. P/+UL � �'"�'��"��'~
r� ��� :.�c;a�
_ Memorandurn
TO: Board of Commissioners DA�E May 15, 1980
Meeting May 20, 1980
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FROM: E. A � �Tt�
,
SUB.tEC7: ST. PAUL HOTEL PROJECT �
RES. N0. 1642 - PUBLIC SALE HEARING - SALE OF PROPERTY
RES. N0. 1643 - PRELIMINARY AGREEMENT AUTHORIZING SALE OF BONDS FOR THE
ST. PAUL HOTEL PRQJECT - SERIES A $10,000,000 TAX EXEMPT
876 BONDS
SERIES B �2,000,000 TAXABLE BONDS FOR THE JEFF II DEVELOPER
LIMITED PARTNERSHIP (DLP)
RES. N0. 1644 - PRELIMINARY AGREENiENT - SALE OF BONDS - �3,560,000 876
� BONDS FOR PARKING RAMP CONSTRUCTION - UPBEAT CORPORATION
1 . THE ST. PAUL HOTEL
The St. Paul Hotel and all of the property in the block are presently
owned by St. Paul Hotel Associates, who have financed the acquisition
through a loan from the First National Bank of St. Paul . This corporation
is present owner of the land and building and Mr. Russell Douglas is the
co-general partner. The loan from the First National Bank is to the
Upbeat Corporation which is comprised of the following St. Paul investors:
David Lilly
Gilman Ordway
� Sally 0. Irvine
Perrin Lilly
Betiy Musser
Attached hereto is an outline of the structure of the entities involved
in this financing transaction, an outline of the transaction and the hotel
refinancing and development, .and a financial summary of the development
(Attachments A, B and C. ) �
2. THE COMPAI�Y
The entities which are being created to redevelop the St. Paul Hotel
block are made up of elements of the Jefferson Companies and the princi-
. pals are Louis Zelle, Chairman of the Board; Ronald Siolpman, President;
and Henry Blodgett, Vice President. Jefferson Companies will create
two wholly-owned subsidiaries organized as Jeff I and Jeff II. Jeff II
will own and operate the hotel and Jeff I will ac�uire °5a of the stock
of Upbeat Corporation, which will be the entity owning and constructing
the parking ramp.
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In each case the Port Authority will act as lessor and all of the
elements of financl�ng will be subordinate to the Port Authority debt.
Jefferson Companies and the individuals named above presently operate
. Jefferson Lines, MTS Company, and Jeffco. A description of certain of
the• facilities operated by these companies is attached. Their area
facility is Anthony On Main, which is a development and restoration of
some waterfront property in Minneapolis which they have made v.ery
successful .
Jefferson Lines is an interstate transportation company, a wholly-owned
subsidiary of Jefferson Companies which will not be directly involved
in this transaction.
3. THE PROJECT - ST. PAUL HOTEL
The St: Paul Hotel is on the Federal Register of Historic Buildings,
and it is the proposal of the Developer Limited Partnership (DLP) to
rESiore this facility to a 260-room Deluxe class hotel with superior
restaurant and banquet and meeting facilities to provide a higher quality
of accommodations and services than now exist in the St. Paul area:
The hotel project will require funds for this res�oration exclusive of
the parking ramp of �18,300,000 and the funds are proposed to be derived
as follows:
� Port Authority 876 tax exempt bonds �10,000,000
First National Bank Conventional Taxable 8onds 2,000,000
(authorized by the Port Authority)
Urban Development Action Grant (Second Mortgage Loan) 2,600,000
Equity capital 3,700,000
It is proposed that consiruction commence late in 1980 or early 1981
and the bonds be issued on or before January 1 . The financing and
the project are dependent upon the approval by ihe `ederal government
of the UDAG grant without which this project cannot be developed.
THE PROJECT - PARKING RAMP � �
The proposal includes the construction of a 300-car parking ramp three
stories in height constructed with adequate foundation supporis to carry
20 additional floors for future construction of condomiriums. ihe parking
ramp will require a construction fund of approximately �2,800,000 and con-
struction will commence on the parking ramp if the project is approved so
completion is coincidental with the opening of the hotel , which is scheduled
for mid-summer 1982.
All .of ihe building's not directly related to ire hoiel now on the bl�ck
will be razed.
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P1ay 15, 1980 �
4. FINANCING - ST. PAUL HOTEL
As indicated above, the total financing for the hotel is $18,300,000 -
plus subordination of a $1 ,800,000 residual receipf note held by the
First National Bank for the balance due on the land.
The Port Authority will issue for hotel construction an 876 bond issue
as follows:
Construction �8,960,275
Debt Service Reserve 979,725
Expenses 60,000
TOTAL �10,000,000
It is proposed that these bonds be guaranteed under �Resolution No. 876
which,'� in effect, will be the first mortgage on the property.
The Port Authority will authorize the issuance of �2,000,000 in taxable
revenue bonds based upon conventional rates �,�ith the issue to be placed
with the Firsi National Bank or others and the debt subordinated to all
o�her bonds now issued or to be issued by the Port Authority under
Resolutions 876, 1270, and Brown & Bigelow Resolution No. 1465 and 1584. In
essence, the holders of these �2,000,000 in bonds would have no claim
againsi the Port Authority' s Accumulated Nei Revenues in the event of
default that took precedence over bonds issued under the above resolutions.
The partnership will contribute equity in theamount of �3,700,000 in cash,
a portion of which will be used to reduce the residual receipt note of
.. 54,300,000 held by the First National Bank and ihe balance to be used
to pay additional construction and interest due and payable on all of the
bonds to be issued untia the project is completed and rental payments
are commenced.
The UDAG loan will be provided by the federal government and will be
subordinated to the Port Authority's first mortgage position. In effect,
on the hotel prcject the total capizal available including the subordinated
residual receipt note will be �21 ,860,000 with all but the �13,560,000 in
Port Authority 876 bonds subordinated to the Port Authority's first
mortgage. This is a debt to equity or subordinated loan ratio of 1 .63
io 1 . In effect, the UDAG loan, the subordinated property and the
Developer Limiied Partnership cash contributions equal equity of 38%
of the total project cost.
FIIdAI�CING - PARKIt�G RAMP
The� financing of the parking ramp is proposed to be an 876 bond issue
in the amount of $3,560,000 with the proceeds to be used as `ollows:
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Construction $2,802,200
Debt Service Reserve 336,200
First Years Capitalized Interest 284,800
Expenses 30,000
Underwriting 106,800
TOTAL $3,560,000
In addition, as additional security the Upbeat Corporation �and/or the
entities involved in the St. Paul Hotel or the First National Bank of
St. Paul will �rovide a 5-year 7etter of credit equal to the total debt
service due for the 5 years following completion of conszruction. This
letter of credit will contain a provision for reduction on an annual
basis by 1/5th until the 5-year period has elapsed .
In addition, we are requiring that all earnings on t�he construction fund
on th� parking ramp be held by the Port Authority as an additional reserve
for the full term un7ess needed. T�his additional reserve on which the
interest H�ill accrue to the Port Authority is estimated to be �200,000,
which would be credited to the Upbeat Corporation at the end of the term
or vrhen the opti ons a re exerci sed. �
Dain, Bosworih is representing the Developer Limi�ed Pa rtnership for
syndication of the limiied partnerships and the financial calculations
related to the IRS regulations are being prepared by Coopers. & Lybrand,
CPA's .
5. UNDERWRITI�G AGREEMENT
Both of the 876 issues, totaiing �13,560,000, will be pubTicly sold and
� I�iiller & Schraeder Municipals have presented us with an underwriting
commitment to purchase the bonds. The rate of inter�st will be based
upon the market rate for 876 bond issues ai the time of closing. The
taxable bonds will be purchased by the First i�ational Bank of St. Paul .
6. TERI�iS OF THE LEASE
The term of the agreements for both projects will be 30 years from the
nominal date of the bonds and the terms do coniain an opiion to purchase
the buildings and land and ihe subordinated land Gt the end of the term
for �1 .00.
The bond issues are structured to de`er principal for the first five years
and rental payments will be made monthly in advance on a level debt basis
for the full term of the bonds.
ihe.. Port Authority will charge fees on the hotel project equal to the
fees which were negotiazed by the Planning and Econor�;ic Development
Department under their general fee schedule rJhich calls for i°� of the
principal amount paid at closing and 1/l0ih of lro on a declining
basis annually therearter for the entire term.
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In addition, the Port Authority wi71 earn all interest on the sinking
funds and interest on the reserve fund for the full term. 7he reserve
fund, as is customary under 876 bond issues where it is capitalized in
the issue, will ' be repaid to the company or used to pay the last pay-
ments of rent if the facility or the bond issue is not prepaid in advance.
The fisca7 and administrative fees on the parking ramp will be as �
follows:
.36% per million per year for the first 10 years �12,816
.48� per million per year for the second 10 years 17,088
.60b per million per year for the third 10 years 21 ,360
The Port Authority will also retain all earnings on the sinking fund and
the debt service reserve fund for the full term of the parking ramp issue.
The Po.rt Authority has reviewed the financial projections by Meridian
Financial , the analysis of the project by Prof. Paul L. Gaurnier,
Professor of Management, School of Hotel Administration, Cornell
University; the Harris, Kerr & Forster feasibility; and have related
these data to the Port Authority's Hotel/Motel s�udy performed by �
Bordner & Associates relaied to need for addizional hotel rooms, and
are convinced that this project can be successful , not only because of
the 38I equity subordinated to the debt but because of the past per-
formance of tMe principals in the Developer Limited Partnership in their
. various endeavors.
The restoration of this hotel and additional construction on the block
will not on�ly create a substantial new real estate tax base but it will
employ upwards of 300 persons, provide a foundation for needed downtown
� housing development and rehabilitate a viial block in St. Paul ' s down-
town. It will also have an impact on several other projects financed
by the Port Authority, such as the Lowry Development project comprised
of the Lowry Medical Arts building, the 5th Street building; the Wabasha
Street building, and the parking garage, as well as Capitol Square (Lowry
Hotel . ) It will also provide an additional skyway link to other down-
town facilities. • .
We have further requesied that the Developer Limited Partnership, now
thai the ierms of the financing can be deiermined, provide us with an
additional financial analysis prior io closing for use in obtaining
the 'A' rating from Standard & Poor' s.
Since this is a syndication and a limited partnership, it is a non-
recourse lease and the security for the mortyage is the property and
the equity and subordinations. There are no personal ouarantees.
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May 15, 1980 �
7. RECOMMENDATIONS
AS a part of our recommendation for action at this time we would like
- to point out that the documentation related to each of these elements
that require Port Authority execution must be forwarded to Washington
for UDAG purposes by May 27.
Based upon our findings it is our recommendation to the Board of Com-
missioners that the necessary Public Sale Hearing be held relative to
Resolution No. 1642, and the following Resolutions be adopted:
Resolution No. 1643 - Approving the Preliminary Agreement authorizing
the sale of bonds for the St. Paul Hotel Project -
Series A $10,000,000 tax exempt 876 bonds,
Series B �2,000,000 taxable bonds ror the Jeff II
. - Developer Limited Partnership (DLP) ; and
Resolution No. 1644 - .Approving the Preliminary Agreement and authorizing
the sale of bonds - �3,560,000 876 bonds for
parking ramp construction for Upbeat Corpo�ation.
EAK:jmo • .
Attach.
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R - � ,��'����� -
� Resolution No. 1643
RESOLUTION OF -
THE PORT AUTHORITY OF THE CITY OF SAINT PAUL
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. WHEREAS, the purpose of riinnesota Statutes, Chapter
458 (hereinafter called "Act" ) as found and deterrnined by the
legislature is to provide the means by which marginal area
properties r.iay be developed or redeveloped to help cure the
problems incident to the existence of such properties as set
_ forth in Minnesota Statutes, Section 459.191, Subdivision 3;
and
�:�REAS, a �ound developMent of the economic security
of the g�oples of the City of Saint Paul is dependent upon
proper develop;aen� and redevelopment of marginal properties,
and the general welfa�e of the inhd`bitants of the Port District
reguire the remedying of such injurious conditions to ���hich
marginal properties are now subject; and
,
� ti�?EREAS, the development and redevelopment of such
marginal area properties cannot be accor�plished by private
enterprise alone without public participation and assistance in
the acquisition of land and planning and in the financing of
land assenbly in the work of clearance, developr�ent and
redevelopment, and in the making of improvements necessary
therefor; and
WHEREAS, to protect and promote sound development and
redevelopment of r.►arginal land and the general welfare of the
inhabitants of the Port District, it is necessary to remedy
such injurious conditions through the employr,ient of all
appropriate means; and '
WHEREAS, whenever the development or redevelopment of
such marginal lands cannot be accomplished by private
enter�rise alone, without public participation and assistance
in the acquisition of land and planning and in financing of
developr�ent and rec�evelopment, it is in the public interest to
advance and expend public moneys for those purposes and to
provide for means by which such riarginal lands may be developed
or redeveloped; and
WHEREAS, the development or redevelopment of such
marginal lands and the provisions of appropriate continuing
land use constitute public uses an� purposes for which public
moneys may be advanced or expended and private property
acquired, and are governmental functions and are of state
concern in the interest of health, safety and _welfare of the
peoples of the state of Minnesota and of the City of Saint ,
Paul; and .
WHEREAS, The Port Authority of the City of Saint �Paul . :
( the "Authority") has received from St. Paul Hotel Development
Company (hereinafter referred to as "Company") a request that
the Authority i5sue its revenue bonds (in the form of two •
series of such bonds) to finance the renovation of the existing
St. Paul �Hotel (hereinafter called the "Project") in an
- economic development district heretofore established in the
City of St. Paul in accordance with Section 458.191 of the Act
and Laws of Minnesota, 1971, Extra Session, Chapter 35, Section
9, all as is more fully described in the staff report on file;
and
WHE_REAS, the Project is to be constructed as part of
_ a rehabilitation project for which the City of Saint Paul is
seeking an Urban DevelonmenE Action GranE; and
R'HEREAS, the Authority desires to aid in the
development of marginal land, to facilitate the selective
development of the community, to retain and inprove its tax
base and ta help it provide the range of services and
emplo�r,nent opportunities required by its population, and said
Project will assist the City in achieving that objective. Said
Project will help to increase the assessed valuation of the
City and help maintain a positive relationship between assessed
valuation and debt and enhance the image and reputation of the
City; and
WHEREAS, the Project to be financed by revenue bonds
will result in substantial employment opportunities in the
Proj ec t; and
WHEREAS, the Authority has been advised by repre-
sentatives of the Company that conventional, commercial
financing to pay the capital cost of the Project is available
only on a limited basis and at such high costs of borrowing
that the economic feasibility of operat%ng the Project would be
significantly reduced, but the Company has also advised this
Authority that with the aid of revenue bond financing, and its
resulting low borrowing cost, the Project is economically more
feasible; and
• � � � WHEREAS, Miller & Schroeder Municipals, Inc. ( "Miller ` _
& Schroeder") has made proposals in an underwriting agreement
(the "Underwriting Agreement" ) and a placement agreement (the
"Placement Agreement") relating to the purchase .and placement '
of the revenue bonds to be issued to finance the Project;, and
NOW, THEREFORE, BE IT RESOLVED by the Commissioners
of the Port Authority of the City of Saint Pau1, Minnesota as - .
follows: -
- 1. On the basis of information available to the
Authority it appears, and the Authority hereby finds, that the
premises on which said Project is located constitute marginal
land within the meaning of Section 458.191 Subd. 4 of the Act; � -
that the availability of the financing under the Act and
willingness of the Authority to f urnish such financing will be
a substantial inducement to the Company to undertake the
Project, and that the effect of the Project, - if undertaken,
will aid in the redev�lop�ent of marginal land and encourage
the development of� economically sound industry and commerce and
assist in the prev�ntion oi the emergence oi blighted and
marginal land, an� will help to prevent chronic unemployment,
and will help the City to retain and improve its tax base and
provide the rang� o� services and employment opnortunities -
required by its popula�ion, and will result in more intensive
development and uGe of land within the City and will eventually
result ir. an increase in the City's tax base; and that it is in
the bzs� interests. of the port district and the people of the
City of Saint Paul and in furtherance of the general plan of
. develop^�ent �o assist the Company in financing the Project.
2. Subject to the mutual agr-eernent of the Authority,
the Company and . any purchaser of the revenue bonds as to the
details of the lease or other revenue agreement as defined in
the Act, and other documents necessary to evidence and effect
the financing of the Project and the issuance of the revenue
bonds, the Project is hereby approved and authorized and the
issuance of revenue bonds of the Authority, ( in two series, as
more fully set forth in the staff inemorandum to the
Commissioners which was presented to the Comr.iissioners) in a �
total amount not to exceed approximately $12,000,000 (other
than such additional revenue bonds as are needed to complete
the Project) is authorized to finance the costs of the Project
and the recommendations of the Authority' s staff, as set forth
in said staff inemorandum, are incorporated herein by reference
and approved .
3. There has here.tofore been filed with the
Authority a form of Preliminary Agreement between the Authority �
and Company, relating to the proposed construction and
financing of the Project and a form of the Underwriting •
Agreement and Placement Agreement. The form of said agreements
have been examined by the Commissioners. It is the purpose of .
sa id ag reemen ts to ev idence the commi tmen t of the par ties and
their intentions with respect to the proposed Project in order -
that the Company may proceed without delay with the �
commencement of the acquisition, installation and construction
of the Project with the assurance that there has been
sufficient "official action" under Section 103(b)' of the '
Internal Revenue Code of 1954, as amended, to allow for the
issuance of revenue bonds (including, if deemed appropriate,
any interim. note or notes to provide temporary financing
thereof) to finance the entire cost of the Project upon
agreement being reached. as to the. ultimate details of the . _ .
Project and its financing. Said agreements are hereby
approvec], and t:�e President and Secretary of the Authority are
hereby authar�ze� and directed to execute said agreements. .
4. Dpon execution of the Preliminary Agreement by
the Co�pany, tt;e staff of the Authority are authorized and
directed to continue negotiations with the Company so as to
. resolve the remaining issues necessary to the preparation o£ .
the Iease or other revenue agreement and other documents
necessary to the adoption by thA Authority of its final bond
resolution and the issuance and delivery of the revenue bonds;
provided that the President (or Vice-President if the President
is absent) and the Secretary (or Assistant Secretary if the
Secretary is absent) of the Authority, or if either of such
officers (and his alternative) are absent, the Treasurer of the
Authority in lieu of such absent officers, are hereby
authorized in accordance with the provisions of Minnesota
Statutes, Section 475.06, Subdivision 1, to accept a final
offer of the Underwriters made by the Underwriters to purchase
any or all of said bonds and to execute an underwriting
agreement setting forth such offer on behalf of the Authority.
Such acceptance shall bind the Underwriters to said offer but
shall be subject to approval and ratification by the Port
Authority in a formal supplemental bond resolution to be
adopted prior to the delivery of the revenue bonds to be
purchased.
5. The revenue bonds (including any interim note or
notes) and interest thereon shall not constitute an
indebtedness of the Authority or the City of Saint Paul within
the meaning of any constitutional or statutory limitation and
shall not constitute or give rise to a pecuniary liability of
the Authority or the City or a charge against their general
credit or taxing powers and neither the full faith and credit
nor the taxing powers of the Authority or the City is pledged
for the payment of the bonds (and interim note or notes} or
interest thereon.
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6. In order to facilitate completion of the revenue
bond financing herein contemplated, the City Council is hereby
requested to consent, pursuant to Laws of Minnesota, 1976,
Chapter 234, to the i-ssuance of the revenue bonds (including
any interim note or notes) herein contemplated and any
additional bonds which the Authority may prior to issuance or .
from time to time thereafter deem necessary to complete the �
Project or to ref und such revenue bonds; and for such purpose � • �
the Executive Vice President of the Authority is hereby � _
authorized and directed to forward to the City Council copies , . -
of this resolution and said Prelim?nary Agreement and any �
additional available information the City Council may request.
7. The actions of the Executive Vice-President of
thA Authority in causing public notice of the public hearing : �
� and in describing the general nature of the Project and
estimating the principal amount of bonds to be issued to
finance the Pro;ect are in all respects ratified and confirmed.
Adopted May 20, 1980 �
�Attest
v Presid�n
The P Authority of the City
� � of Saint Paul
Z
cretary
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� - ` Rev. : 9/8/76
EXRLANATION Of ADMINISTRATIVE ORDERS, �5���
RESOLUTIONS, AND ORDINANCES -
� �,ECEIVE �
Date: May 21 , 1980 MA`� 2 71980
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TO: MAYOR ORGE LATIMER
FR: � E. A. a St. Paul Port Authority '
RE: ST. PA HOTEL DEVELOPMENT COMPANY $10,000,000 TAX EXEMFT 876 B(1NpS
AND $2,000,000 TAXABLE BONDS
ACTIOM REQUESTED: -
In accordanc� with the Laws of Min�hesota, Chapter 234. it is requested that the City �
Councfl, by Resoluiton, a draft cop�+ of which is attached hereto, approve the issuance
of �10,D00.000 in tax exerr�t 876 revenue bonds and $2,000,000 in taxable revenue bonds
to finance the restoration of the St. Pau1 Hote1 into a 260-room peluxe cl:ass hotel with
superior restaurant and banquet and meeting faci}ities,by the St. Paul Hotel Develo�nent
� Company.
Pl1RPOSE AND RATiONALE FQR THIS ACTiON: - �
The purpose of the bond issues is to finance the restoration of the St. Pau� Hote1 into :
a Z6�3-roan fleluxe class hotel with superior restaurant and banquet and meeting f�cilitles �
to provide a higher quality of accommodations and services than now exist in the St.
Paul arem. The restoration of this hotel and additional construction on the block will
not only create a substantial new real estate tax ba�se but it will employ�upwards of
300 persons, provide a foundation for needed downto►� housing development and rehabilitate
a vital block in St. Paul 's downtown.
A7TACHMENTS:
Staff Memorandum '
Draft City Council Resolution
Port Au�hority Resolution No. 1643 _