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271172 `WHITE — CITV CLERK � 3/� �_�r� PINK — FINANCE COUIICIl a CANARY — DEPARTMENT G TY hOF SAINT PAUL � BLUE - MAVOR File NO. � - o 'l olution . Presented By � Referred To Committee: Date Out of Committee By Date RESOLVED, That the Council of the City of Saint Paul does hereby approve and authorize its proper City officers to execute preliminary agreement between the City of Saint Paul and the Science Museum of Minnesota, the said preliminary agreement providing that the City will consider the issuance of its revenue- obligations for the purpose of acquiring the Science Museum facility and lease-back of it to the Science Museum of Minnesota with the lease rent being sufficient to repay the principal and � interest of the said revenue-obligations, and further providing that in the event the City does not proceed to issue its revenue- obligations as contemplated that the Science Museum of Minnesota will reimburse the City all of its out-of-pocket expenses incurred by the City in connection with this project, including without limitation all fiscal consultant, bond counsel and other legal fees incurred by the City; and, be it FURTHER RESOLVED, That the Council of the City of Saint Paul, upon recommendation of the City Attorney, does hereby approve the retaining of the law firm of Briggs and Morgan, P.A. , as bond consultant and attorney to advise and assist the City in the consideration of the proposed revenue-obligation financing at the compensation of $80. 00 per hour for work done plus reimbursement for any out-of-pocket expenses which the firm may incur, and the proper City officers are authorized and directed to execute the said retainer agreement. COUNCILMEN Yeas Nays Requested by Department of: Butler f Houa b [n Favor Hunt —ied�ne— Roedler _ O __ Against BY — Sylvester Tedesco Adopted by Coun Date _�I�N � 1978 Form Approved by C y A orney Certified.,Pass�d Coun Tl Secre�ary BY �_--- �r,;::.--� . � t�� Appr ve y Mayor for Submis ' n to uncif Ap by 17ayor: D e — BY - BY �uB�is�EO JUN 10 1976 . ,, ,. . . �`�� .� , . . -"�. � PRELIMINARY • AGREEN.ENT THIS AGREEMENT, made and entered into as of this : day of May, 1978, by and between the City of Saint Paul, a • - municipal corporation of the State of Minnesota, hereinafter called "City" , and The Science Museum of Minnesota, a non- profit corporation of the State of Minnesota, hereinafter ' czlled "Science Museum" ; • WITNESSETH: I The City will consider the issuance of its revenue- obligations for the purpose of acquiring the science museum facility and lease back to the Science Museum, pursuant to the authority provided to the City by state law, including Minnesota Statutes, section 471. 191. The lease-back agreement � will provide, among other provisions, that the Science Museum will be responsible to pay rent in an amount sufficient to _ pay the city' s debt service, that the Science Museum will be � obligated' to maintain the facility at its own expense during the term of the lease, including all costs for insurance, utilities, repairs both major and minor, and that at the .end o` the term of the lease the Science Museum will have the option to renew the lease for an additional term at a nomimal amount. . r i � 4 � ' F�;�� _ ..�;cy ,� II _ Simultaneously with the execution of the Preliminary Agreement, the City and Science riuseum shall execute an agreement with the City' s bond counsel providing for the • payment to bond counsel for all legal services to be rendered to the City concerning the proposed financing and lease-back. � . III The sale and issuance of the obligations to be issued � � by the City shall be subject to the adoption by the City Council of a formal resolution providing for the issuance of the obligations. Issuance of said obligations shall be subject to the receipt by the City of opinions and advice of Briggs an.d Morgan, Professional Association, regularly employed bond counsel for the City, as are satisfactory to the City, and the furnishing of all documents, resolutions, agreements, � financial information, certifications and representations necessary to the sale and delivery of the obligations, includ- ing those which are customarily used and those which are � customary and necessary to comply with all state and federal � , laws, regulations, rulings and decisions. � • � _ IV Regardless of whether or not for any reason whatsoever � the obligations are not issued, the Science Museum shall upon demand nevertheless promptly pay or reimburse the City for the � 2, . � r ,. y ! - ' . - � � /� �_�� f 0 • payment of all out-of-pocket expenses incurred by the City in connection with this project, including without limitation aIl . fiscal consultant, bond counsel and other ].egal fees incurred by the City. . V . . All costs and expenses incurred by the City in the issuance � of the said obligations �will be paid or reimbursed from the proceeds received from the sale and issuance of the obligations. . . VI This Preliminary Agreement is subject to the approval of the City Council of the City of Saint Paul. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first above written. � Form approved: CITY OF SAINT PAUL Assistant City Attorney � Mayor � , . Director, Department of Finance ' - and Management Services SCIE CE I�USEUM OF MINNESOTA . It � ' J �� . . I S � 3. � LAW OFFICE CA�RiRS w.BBICs(�S B I3 I G G S A N D M O 8 G A N� p�r�8.,. SI��S J.T•EIL ?fOESON DOII6LA5 L.SSOH HIGH.e.BD E.HYLL P&OFESSIONAL ASSOGIATION *fICFieEL H.JE$017IMUS SAMIIHL H.MOEdAN $•SOOIT DA�ZES F�2`� �•Gp�A�u 2200 FIBST NATIONAL BANH BUILDINO ' BBIIGE C.ECHHOLM GOLE OEHLEB JOHN 8.VAIP DE N08TH.JH. A.LALBENGE DAVIS . SICSAED D.HOLPEB paea-ass�.�MOxa SAINT PAUL, MINNESOTA 55101 BI��a•�g OEBALD L.5�OBODA LEOI:ABD J.HEYES H.C.H.sHT (612) 281�1215 �"D$Ew C.HEC8E8 M.?.PAHYA2:SHL HLB.A'ABD P.PESEL Ma �� ^�� R ECE 1V�� BO�'IE L.BEBEZOPS%Y HIIBi E.Sw�SON x.,.�,�.�.J$. Y � y s�rtvz e.assxa DAVID C.P085BEfi(i •t�F4 W.pESTEA JOHS:J.DICNEELY JElPHEY P. SHAW MaA'EIL v.SEYMO48,JB. AY 1 51978 DAVID B.SAl�'D��6 BDWABD C.STBINOE$ TBEENGE N.DOYLE HETiY L.8IIM ��a.g�.$ CITY ��5 $.��oH JOHATHAN H.MOBC3IN Ari ur�,vtY -��°M.B°� JOHIC L.DEVNEY MAB'r2N 8.FISH E.L.SOBENSON - JOHN BIILTEN� PETBH H.SEED gICBAED H.?LBYIN PHILIP L.D8IINE8 �Y L.IPPEL SAMIILL L.liANSON • 80BYN L.HINSEN 80\ALD L.AH8AM5 HOtiAI.D E.OFOHABD , JOH2� fi.HENEFIOB . JOHN B.PfilEDMAN aN'DHE J.ZDBAZSL . DArID J.SPENdE$ , GOIIPi SEL DANIEL J.COLE�JH. - BOHEHT O.SIILLIV�N 7iAEOLD J.HLNFEY Mr. Jerome J. Segal AssiStant City Attorney 647 City Hall Saint Paul, Minnesota 55102 Dear Mr. Segal: In accordance with our several conversations this week, I am pleased to quote to the City a fee to be computed at the rate of $80 per hour for work done by . this firm in connection with the proposed City and Science Museum project. In addition, we will expect to be reimbursed for any out-of-pocket expenses which we incur. Peter Seed will be the person primarily assigned to thij project, although I expect to be workin3 with him on several aspects of it from time to time. In quoting the foregoing fee, it is our express - understanding that our employment is for . the purpose 'of " advising the City with respect to the various issues and questions which may arise concerning the structuring of the financing and the sale of obligations, and that our employment does not include the rendering of opinions to be used by the underwriters or others in connection with any sale or resale of any obligations which are issued by the City. If we were to be employed on that sort of a basis, we would, of course, quote our fees on an entirely different basis. �. � a • BRIGGS wxa MORGAN rir. Jerome J. Segal May 12, 1978 Page 2 If the foregoing arrangement is satisfactory to the City and to the Science Museum of Minnesota, simply � indicate acceptance in the appropriate place below. Very truly yours, • � • Bernard P. Friel. BPF:paa ' The foregoing proposal is accepted. CITY OF SAINT PAUL, MIiVNESOTA by t�ay , 19 7 8 The foregoing proposal is accepted. SCIEPdCE MUSEUM OF MINNESOTA • by�� -u L%��'�c � May �, 19 7 8 5�2 3��r'. ....,.,,,,,,, ,,..��p1TY ��u�, CITY OF SAINT PAUL _=�� :'-, 'o �= OFFICE OF THE CITY ATTORNEY :� iiii�i i°ii �' '�%�s ^"° SUZANNE E. FLINSCH, CITY ATTORNEY . %,, _ �'��n1Ri�°6��'�� 647 City Hall,Saint Paul,Minnesota 55102 George Latimer 612-29&5121, Mayor �� N`"�,, _ . a' , � May 22 , 1978 Mayor George Latimer Room 347 City Hall BUILDING Dear Mayor Latimer: Enclosed please find a resolution approving the preliminary agreement with the Science Museum of Minnesota for the consider- ation of issuing revenue-obligations for the acquisition of the Science Museum and lease-back, and also approving the retainer agreement for the bond counsel, Briggs and Morgan. I am also enclosing a copy of the proposed preliminary agreement and retainer agreement. After the City Council approves the agreements, our office will have them executed and copies delivered to all interested parties. If z can be of further assistance, please contact me. Yo s very truly, JE R G Ass tan City Attorney JJS :cg enc. �