96-1561 Swb st�+�, �, �. 2/g7
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Council File # "'
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RESOLUTION
CITY OF SAINT PAUL, OTA
�
Presented By �
Referred To Committee: Date
1
2
3 lI�TA,��A C�� nTTDl�LT A C� A l±D��11d�ATT �llD
4 =7� rrr�wrr� 1dTT(��TT1J 7]Dl1T�l�T
5
6 RESOLUTION AUTHORIZING ISSUANCE OF
7 A REVENUE NOTE AND MORTGAGE FOR
8 THE SCIENCE MUSEUM PROJECT
9
10
11 WHEREAS, City Council Resolution CF 96-1376 approved the Budget for the Science Museum
12 Project and directed the Director of Planning and Economic Development and Budget Director to
13 arrange for financing for approximately $3.5 million to complete City acquisition commitment under
14 the Development Agreement;
15
16 WHEREAS, the City has committed nearly $18,500,000 in financing towards public improvements
17 and acquisition related to the Science Museum Project;
18
19 WHEREAS, a portion of committed funding for acquisition, demolidon and relocation costs is
20 currently funded with loan proceeds; and
21
22 WHEREAS, CF 96-1376 requires that the Budget Director and the Director of Planning and
23 Economic Development make a recommendation to the City Council on the structure of the loan and
24 sources for repayment of the loan;
25
26 WHEREAS, the City of Saint Paul, Minnesota (the "City") is authorized by Laws of Minnesota,
27 1992, Chapter 376, Article 4, as part of its city wide economic development program, to exercise the
28 powers of an economic development authority; and
29
30 WHEREAS, the City desires to bonow $3,000,000 by the issuance of a revenue note (the "Note")
31 secured by a pledge of certain designated revenues described in 2.01 her�eof, and annually consider an
32 annronriation of cultural sales taxes consistent with CF-96-1568, --�'����,-„o� to nav debt service on the
33 Note, which Note will further be secured by a mortgage on certain land hereinafter described; and
34
35 WHEREAS. the Citv Council currentiv intends to annronriate cult`ural sales tax revenues to
36 navment of debt service on the Note
37
38
39 WHEREAS, the following documents relating to the bonowing and issuance of the revenue note
40 have been submitted to the City Council and are now on f ile in the office of the City Clerk:
41
42 (a) a Revenue Note, Series 1997 (Science Nluse�:m of Minnesota Project) (the "Note"), and
43
�} ic ��
44 (b) a Statutory Mortgage to be executed by the City, as mortgagee (the "Mortgage")."I �� 1
45 �
46 NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Saint Paul,
47 Minnesota, as follows:
48
49 1. Annroval and Execution of Documents.
50
51 1.01. The bonowing of $3,000,000 by the issuance of the Note described above is hereby
52 approved. The sale of the Note for the purchase price of $3,000,000 to The Saint Paul Foundation
53 (the "Lender) is hereby approved. The Note shall bear interest at the rate of one percent (1.00%) per
54 annum and shall be payable in approximately equal installments of principal and interest over a term of
55 not more than 10 years.
56
57 1.02. The forms of the Note and Mortgage refened to in the recitals are hereby approved in
58 substantially the forms submitted. The Note and Mortgage, with such variations, deletions and
59 additions as the City Attorney may hereafter approve, are directed to be executed in the name of and
60 on behalf of the City by the Mayor, City Clerk, Director, Department of Finance and Management
61 Services and Director, Department of Planning and Economic Development (the "Authoriz,ed
62 Officers"). Copies of all of the documents shall be delivered, filed and recorded as provided therein.
63 The Authorizeci Officers are also authorized and directed to execute such other documents and closing
64 certificates as may be necessary or desirable to carry out the transaction, upon review and approval
65 thereof by the City Attorney.
66
67 1.03. The execution of any instrument by the appropriate officer of the City herein authorized
68 shall be conclusive evidence of the approval of such documents in accordance with the terms hereof.
69 In the absence of any of the Authorized Officers, any of the documents authorized by this resolution to
70 be executed may be executed by such other officer of the City as, in the opinion of the City Attorney,
71 is authorized to execute such documents.
72
73 1.04. The City Clerk is authorized and directed to prepare and furnish to bond counsel certified
74 copies of all proceedings and records of the City relating to the Note, and such other affidavits and
75 certificates as may be required to show the facts relating to the legality of the Note as such facts
76 appear from the books and records in the officers' custody and control or as otherwise known to the
77 Clerk; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall
78 consdtute representations of the City as to the truth of all statements contained therein.
79
80 2. Pledged Revenues. A�ropriations and Covenants.
81
82 2.01. The City hereby pledges to the payment of the Note (1) �e�er•1 ' Net Revenue
83 (as defined in the Note) derived from the Ryan Block property �e� i t on Exhibit A
84 attached hereto, and any property substituted therefor (the "Mortgaged Property"), (2) new franchise
85 fees derived from The Science Museum of Minnesota's connection to District Heating and Cooling, (3)
86 future net sale proceeds from the Mortgaged Property, and (4) any donation received from the
87 previous owner (West Publishing) of the Mortgaged property (or an affiliated party thereto). The
88 Budget Director is hereby directed to include, in the City's annual budget consistent with CF-96-1568
89 which is attached as Exhibit B, in each year the Note is outstanding, an appropriation of the cultural
90 portion of the sales tax authorized by Laws of Minnesota 1993, Chapter 375, Article 9, Secdon 46 (the
91 "Special Law") to pay any debt service on the Note not covered by the revenues described in clause
92 (1) and (2) above. The City hereby covenants not to take any action which would cause the taxing
93 authority granted by the Special Law to expire prior to the Final Maturity Date of the note (as defined
94 in the Note), or the final maturitv date of anv note issued to refund the Note.
95
(b 1 �6 I.
96 2.02. The City hereby covenants that if any principal or interest on the Note remains i�paid on
97 the Final Maturity Date (as defined in the Note), the City will (a) at the reauest of the Lender. sell the
98 Mortgaged Property and apply the net sale proceeds to the prepayment of the Note, and (b) if any of
99 the Principal Balance remains outstanding, issue a revenue note to refund any unpaid principal and
100 interest on the Note, such refunding note to bear interest at the annual rate of three vercent (3%1 ner
101 n� be payable from the revenues described in 2.01 hereof, and reflect an amortization schedule
102 consistent with the revenues nledQed to the navment thereof.
103
104 3. H in s. Headings in this Resolution are included for convenience of reference only and are not
105 a part hereof, and shall not limit or define the meaning of any provision hereof.
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Yeas Navs Absent Requested by Department of:
a e
os rom T
uerin —T nnin & Economic Develo ment
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une ✓ BY�
Adopted b Coun il: a � Form Approved by City Attorney
Adopt' n Certified b etary -'` �-- ,�'
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� , ` By;�"%--�_- J: ,.,�
By:
A roved b Ma or: t 9 Approv�d �y Ma�r for Submission to
pp � ` � Council
By: By: /`� �
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Bua et Office/PED 12/10/96 N_ 33830
g � ���N��� GREEN SHEET __._ _
' �OEPARTMENT DIRECTORNm�� �CITY COUHCIL �N��A��
Joe Beid 266-8553 AiNGN �CITYATPORNEY �l � /�- �cmc�RK
�sv(o�re) ��� (�auooer��aECroA �fla.a�arr.seavicES aR.
12/18/96 °"�" wu►ra+toR assisr,►Hn �
TOTAL,tit OF SIGINATURE Pl►OE8 (CLIP A�L LOCATIONS FOR SIGNATURE)
ACTION qEaJE8TED:
Approval of Lease Purchase Agreement for Science Museum Pro�ect.
���'�`�°w���°����R� PER80NAL SERVICE CONTRACTS MUST A/K1MER THE FOLLOWINO ONESTIONY:
_PWNNMIO C�AMISBtON _GVIL SERVICE COMM18S10N t. Htts thb pereoMHrm ever worked unde�e oontract f0[this dep�Mnsnt? -
_CIB COMAAIiTEE _ YES NO
2. Has this psroon/firm e�ror been s dly employse,T
—�A� — YE8 NO
_DISTRICT c�uRT _ 3. �es this peraoMNrm poes�ss a tkill not normaN
Y P�M��Y curreM dty eir�yN4
SUPPORT8 WIiK�N WUNCIL OBJECTIVE9 YES NO '
Expleln NI yu M�w�rs on qp�raN�h�st�nd Nt�ah to On�n sh�t
INfMTMIQ PROBLEM�188UE�OPPARTUNI7'Y(Who.Wh�t.Wh�n�When.WhYI.
Agreement completes city acquisition commitment under the development agreement
between the City and Science Museum of Minnesota.
�ov�wr�s��nvnovEO:
Budget for City participation ia development of Science Museum Pro3ect wi11
be completed.
�'i0vi1C� ��ASB�ft�1 �`iW1�Af
DI8ADVANTAOES IF APPROVED: .
Reduces funds available for other pro�ects. ,
asnovnrrr�o�s��aP�avea:
City will not be able to �fulfill its commitment to development agreement.
TOTAI.AMOUNT OF TRANSACTION : 3,OOO,OUO COST/REVENUE BUDOETHD(CIRCLE ON�) YES NO
FUNDItiO 80URCE ACTIVITY NUMBER
flNANCIAL INFORMATION:(EXPLAIN)
" � � �.�-\���
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF RAMSEY
CITY OF SAINT PAUL, MINNESOTA
REVENUE NOTE, SERIES 1997
(SCIENCE MUSEUM PROJECT)
$3 , 000, 000
FOR VALUE RECEIVED, THE CITY OF SAINT PAUL, MINNESOTA
(the "City") , hereby promises to pay The Saint Paul Foundation,
in St . Paul, Minnesota, its successors or registered assigns (the
"Lender" ) , from the source and in the manner hereinafter
provided, the principal sum of Three Million Dollars
($3, 000, 000) , or so much thereof as remains unpaid from time to
time (the "Principal Balance") , with interest thereon at the rate
per annum of one percent (1%) , in any coin or currency which at
the time or times of payment is legal tender for the payment of
public or private debts in the United States of America, in
accordance with the terms hereinafter set forth.
1 . Principal and Interest Payments .
(a) Interest shall accrue from and after the date
of this Note.
(b) The Principal Balance and interest on this .
Note shall be payable in 10 equal consecutive annual
installments, commencing on January 1, 1998, and on each and
every January 1 thereafter (each, a "Payment Date") , until
January 1, 2007 (the "Final Maturity Date" ) , at which time the
Principal Balance and accrued interest hereon shall be paid in
full . Payments shall be applied first to interest due on the
Principal Balance and thereafter to reduction of the Principal
Balance.
2 . Sufficiency; Year. In any event, the payments
hereunder shall be sufficient to pay all principal and interest
due, as such principal and interest becomes due, and to pay any
premium or service charge, at maturity, upon redemption, or
otherwise . Interest shall be computed on the basis of a 360 day
year, but charged for the actual number of days elapsed in a 365
day year.
3 . Place of Payment . Principal and interest and
premium or service charge due hereunder shall be payable at the
340181.1
. . ��-`��`
principal office of the Lender, or at such other place as the
Lender may designate in writing.
4 . Purpose. This Note is issued by the City to
provide funds to acquire certain land in accordance with a
city-wide economic development program. This Note is further
issued pursuant to and in full compliance with the City Charter,
the Constitution and laws of the State of Minnesota, particularly
Minnesota Statutes, Section 469 . 103, and pursuant to a resolution
of the City Council duly adopted on [December 26, 1996] (the
"Resolution" ) .
5 . Securitv. The payments of principal and interest
on this Note are payable solely from (a) net parking revenue
derived from the property described in that certain Statutory
Mortgage dated as of the date of this Note (the "Mortgage") , (b)
new franchise fees derived from The Science Museum of Minnesota' s
connection to District Heating and Cooling, and (c) sale proceeds
of the property subject to the Mortgage (collectively, the
"Pledged Revenues") . The obligation to pay the principal and
interest on this Note from Pledged Revenues is a binding
obligation of the City. The payment of principal and interest on
the Note is also secured by that certain Statutory Mortgage dated
as of the date hereof executed by the City, as mortgagor, in
favor of the Lender, as Mortgagee (the "Mortgage") . The City has
covenanted in the Resolution and in CF-96-1568 to include in its
annual budget, in each year that the Note is outstanding, an
appropriation of the cultural portion of the sale tax revenues
authorized by Laws of Minnesota, 1993, Chapter 375, Article 9,
Section 46 (the "Special Law") to pay debt service on the Note if .
in any year the revenues set forth in clauses (a) and (b) above
are insufficient . The City has covenanted in the Resolution not
to take any action that would cause the taxing authority granted
in the Special Law to expire prior to the Final Maturity Date of
the Note.
If, on the Final Maturity Date, any of the Principal Balance
or interest on the Note remains unpaid, the City has covenanted
in the Resolution to (a) sell the Mortgaged Property and apply
the net sale proceeds to prepay the Note, and (b) if any of the
Principal Balance remains outstanding, issue a revenue note to
refund the unpaid principal and interest . The Note and the
obligation of the City to pay the same, including interest
thereon, does not constitute a charge, lien or encumbrance, legal
or equitable, upon any property of the City, other than the
Pledged Revenues and the property subject to the Mortgage,
provided that the Holders shall have the right, (1) by mandamus,
action, or proceeding at law or in equity to compel the City and
its Council, officers, agents, or employees to perform every
term, provision, and covenant contained in this Note and the
340181.1 2
. ��\�� �
Resolution; and (2) by suit, action, or proceeding in equity to
enjoin any acts or things which may be in violation of any of the
rights of the Holders under this Note and the Note Resolution.
6 . Prepayment . This Note may be prepaid in whole or
in part on any date, without premium. In the event the City
receives a donation in the year 1997 from the previous owner of
the land subject to the Mortgage (or an affiliated party
thereto) , the full amount of the donation will be applied to
prepay interest of the Note.
7 . Consequences of Prepayment . In the event of
prepayment of this Note, the Lender shall apply any such
prepayment against the accrued interest on the Principal Balance
and then against the Principal Balance due under the Note. In
the event of prepayment of this Note from the net proceeds of the
sale of the Mortgaged Property as provided in Section 7 of the
Mortgage, the remaining Principal Balance shall be reamortized
over the remaining term of the Note .
8 . Registration of Transfer. Subject to certain
limitations set forth therein, this Note is only transferable
upon the books of the Treasurer of the City of Saint Paul,
Minnesota (the "Treasurer") , by the Lender in person or by its
agent duly authorized in writing, at the Lender' s expense, upon
surrender hereof together with a written instrument of transfer
satisfactory to the Treasurer, duly executed by the Lender or its
duly authorized agent . Upon such transfer the Treasurer will
note the date of registration and the name and address of the new
registered Lender in the registration blank appearing below. The .
City may deem and treat the person in whose name this Note is
last registered upon the books of the City with such registration
noted on this Note, as the absolute owner hereof, whether or not
overdue, for the purpose of receiving payment of, or on the
account of, the Principal Balance, redemption price or interest
and for all other purposes, and all such payments so made to the
Lender or upon its order shall be valid and effective to satisfy
and discharge the liability upon this Note to the extent of the
sum or sums so paid, and the City shall not be affected by any
notice to the contrary. If the Lender participates any interest
in this Note, it shall reflect such participation(s) in a record
of ownership that identifies the participant (s) .
9 . Limitation. The Note and interest hereon do not
constitute a debt of the City within the meaning of any charter,
constitutional or statutory provision, are not payable from or a
charge upon any funds of the City other than Pledged Revenues,
and do not give rise to a pecuniary liability of the City or, to
the extent permitted by law, of any of the City or City' s
officers, agents or employees, and no holder of this Note shall
340181.1 3
� ��\�l� \
ever have the right to compel any exercise of the taxing power of
the City to pay this Note or the interest hereon, or to enforce
payment thereof against any property of the City, and this Note
does not constitute a charge, lien or encumbrance, legal or
equitable, upon any property of the City other than Pledged
Revenues .
10 . Time is of the Essence. It is agreed that time is
of the essence of this Note. If the date for payment of the
principal of, premium, if any, or interest on this Note shall be
a Saturday, Sunday, legal holiday or a day on which banking
institutions in the city where the principal office of the Lender
is located are authorized by law or executive order to close,
then the date for such payment shall be the next succeeding day
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 effect as if made on the
nominal date of payment . A late payment charge of two percent
(2%) of the amounts of the payment shall be made if any payment
is more than ten (10) days delinquent . If an Event of Default
(as that term is defined in the Mortgage, shall occur, then the
Lender shall have the right and option to declare, upon ten (10)
days written notice, the Principal Balance and accrued interest
thereon, immediately due and payable, whereupon the same, plus
any premiums or service charges, shall be due and payable, but
solely from Pledged Revenues and sums made available under the
Mortgage. Failure to exercise such option at any time shall not
constitute a waiver of the right to exercise the same at any
subsequent time.
11 . Remedies of Lender. The remedies of the Lender,
as provided herein and in the Mortgage, are not exclusive and
shall be cumulative and concurrent and may be pursued singly,
successively or together, at the sole discretion of the Lender,
and may be exercised as often as occasion therefor shall occur;
and the failure to exercise any such right or remedy shall in no
event be construed as a waiver or release thereof .
12 . No Waiver. The Lender shall not be deemed, by any
act of omission or commission, to have waived any of its rights
or remedies hereunder unless such waiver is in writing and signed
by .the Lender and, then only to the extent specifically set forth
in the writing. A waiver with reference to one event shall not
be construed as continuing or as a bar to o waiver of any right
or remedy as to a subsequent event .
13 . Registration. This Note has been issued without
registration under state or federal securities laws, pursuant to
an exemption to such registration; and accordingly this Note may
not be assigned or transferred in whole or part, nor may a
340181.1 4
��-\���
participation interest in this Note be given pursuant to any
participation agreement, except in accordance with an applicable
exemption from such registration requirements or in compliance
with such requirements .
14 . Severability; Headincts . The invalidity or
unenforceability of any one or more phrases, sentences, clauses
or paragraphs in this Note shall not affect the remaining
portions of this Note or any part hereof . Headings of paragraphs
in this Note are for convenience only and are not a part hereof .
IT IS HEREBY CERTIFIED AND RECITED that all conditions,
acts and things required to exist, to happen and to be performed
precedent to or in the issuance of this Note do exist, have
happened and have been performed in regular and due form as
required by law.
IN WITNESS WHEREOF, the City has caused this Note to be
duly executed in its name and by the manual signatures of its
Mayor, Clerk, Director, Department of Planning and Economic
Development and by the Director, Department of Finance and
Management Services, its corporate seal having been intentionally
omitted as provided by, and has caused this Note to be dated
, 1997 .
CITY OF SAINT PAUL, MINNESOTA
Mayor
Clerk
Director, Department of Planning
and Economic Development
Director, Department of
Finance and Management Services
340181.1 5
� ��-\�� �
PROVISIONS AS TO REGISTRATION
The ownership of the unpaid Principal Balance of this
Note and the interest accruing thereon is registered on the books
of the City of Saint Paul, Minnesota, in the name of the holder
last noted below.
Signature of
Treasurer of
the City of
Date of Name and Address of Saint Paul
Registration Registered Owner Minnesota
. 1997
340181.1 6
� � � " � �,e-��t��
STATUTORY MORTGAGE
THIS STATiTTORY MORTGAGE (the "Mortgage"), made as of the day of
, 1997, between THE CITY OF SAINT PAUL, a Minnesota municipal
corporation (the "Mortgagor") and THE SAINT PAUL FOUNDATION, a Minnesota
corporation (the "Mortgagee").
WITNESSETH :
This Mortgage is to secure the payment of Three Million Dollars ($3,000,000), by
January 1, 2007, under the terms of that certain revenue note of even date herewith from
Mortgagor to Mortgage (the "Note"), together with interest thereon as provided in the Note.
Mort�a�e. Mortgagor hereby mortgages to Mortgagee the tract of land lying in the
County of Ramsey, State of Minnesota, legally described on Exhibit A attached hereto,
together with all tenements, easements, hereditaments, privileges, minerals and mineral
rights,water and water rights,buildings, fixtures and improvements now or hereafter erected
or located on the above-described land (hereinafter referred to as the "Mortgaged
Premises"). �
1. Statutorv Covenants. Mortgagor makes and includes in this Mortgage the
Statutory Covenants and other provisions set forth in Minnesota Statutes Section 507.15 or
in any future Minnesota Statute providing for a statutory form of real estate mortgage and
the Mortgagor covenants with the Mortgagee the following Statutory Covenants:
(a) To wanant title to the Mortgaged Premises, subject to the
Permitted Encumbrances listed in Exhibit B attached hereto;
(b) To pay the indebtedness as herein provided;
(c) To pay all taxes on the Mortgaged Premises;
(d) To keep any buildings insured against fire for an amount not less
than the full replacement cost and against other hazards for the amounts
specified by Mortgagee for the protection of the Mortgagee, including, but not
limited to, lightning, hazards under the usual extended coverage endorsement,
and all other hazards and risks of direct physical loss occasioned by any cause
whatsoever, subject only to the exceptions and exclusions, if any, agreed to by
Mortgagee. All such policies shall name Mortgagee as loss payee under the
so-called standard mortgage clause, contain no pro rata reduction provisions
and provide for not less than thirty (30) days' notice to Mortgagee of
cancellation of said policy;
�.�
� � ��-��� �
(e) That the Mortgaged Premises shall be kept in repair and no
waste shall be committed;
(f) That the whole of the principal of the Note, plus accrued
interest shall, at the sole option of the Mortgagee, become due and payable
upon default in the payment of any installment of principal or interest due
thereunder, or of any tax on the Mortgaged Premises, or in the performance
of any other covenant herein.
2. Additional Covenants and A�reements of Mort�agor. The Mortgagor makes
the following additional covenants and agreements with the Mortgagee:
(a) Any award of damages under condemnation or payment in lieu
thereof for injury to or the taking of all or any part of the Mortgaged
Premises is hereby assigned to the Mortgagee with authority to apply the
proceeds to the amounts outstanding on the Note. All such proceeds shall be
applied first to accrued interest, if any, and then to the principal amount
outstanding on the Note, and if the principal amount is payable in
installments, said proceeds, after payment of accrued interest, shall be applied
to said installments in the inverse order of their maturity.
(b) Any proceeds of any insurance payable by reason of loss or
damage to the Mortgaged Premises are hereby assigned and shall be paid to
the Mortgagee with authority to apply the proceeds to the amounts
outstanding on the Note. All such proceeds shall be applied first to interest,
if any, and then to the principal amount outstanding, and if the principal
amount is payable in installments, said proceeds after payment of accrued
interest, shall be applied to said installments in the inverse order of their
maturity.
(c) Mortgagor will hold Mortgagee harmless from all costs and
e�enses in connection with establishing the priority of this Mortgage and if
the Mortgagee becomes a party to any mechanics' lien suit or other
proceeding relating to the premises or to this Mortgage, the Mortgagor will
reimburse the Mortgagee for the Mortgagee's reasonable attorneys' fees, costs
and e�enses in connection with said suit or proceeding.
(d) Mortgagor will not sell, convey, mortgage, pledge, grant a
security interest in, or otherwise transfer or encumber all or any part of the
mortgaged premises or any interest therein without the prior written consent
of the Mortgagee.
(e) Mortgagor will pay the principal and interest, when due, on
prior mortgages and other similar encumbrances.
��., 2
. . °��-����
3. Payment by Mort�agee. In case of failure by Mortgagor to pay taxes and
assessments, prior liens or encumbrances, expenses and attorneys' fees as above specified,
or to insure said buildings, improvements and fixtures and deliver the policies as aforesaid,
the Mortgagee may pay such t�es, assessments, prior liens, expenses and attorneys'fees and
interest thereon, or obtain such insurance, and the sums so paid shall bear interest from the
date of such payment at the same rate set forth in the Note, and shall be impressed as an
additional lien upon the Mortgaged Premises and be immediately due and payable from the
Mortgagor to the Mortgagee and this Mortgage shall from the date thereof secure the
repayment of such advances with interest.
4. Events of Default/Acceleration of Maturity. Mortgagor agrees that at the
option of the Mortgagee and in addition to Mortgagee's right to accelerate the maturity of
the indebtedness secured hereby as set forth above in the Statutory Covenants, the entire
remaining principal balance plus accrued interest shall become due and payable in full upon
the occurrence of any of the following (each of which is herein referred to as an "Event of
Default"):
(i) A default by Mortgagor under the terms of the Note; or
(ii) The default by Mortgagor in the performance of any other
covenants or agreements contained herein or in the Note.
5. Statutory Power of Sale, Waiver and Agreement. At maturity, whether at the
stated time or prior thereto by the acceleration of maturity pursuant hereto, Mortgagee (in
addition to any other remedies provided for herein or which it may have at law or equity)
shall have the statutory power of sale, and on foreclosure may retain statutory costs and �
attorneys' fees.
MORTGAGOR HEREBY: EXPRESSLY CONSENTS TO THE FORECLOSURE AND
5ALE OF THE MORTGAGED PREMISES BY ACTION PURSUANT TO MINNESOTA
STATUTES CHAPTER 581 OR, AT THE OPTION OF MORTGAGEE, BY
ADVERTISEMENT PUR5UANT TO MINNESOTA STATUTES CHAPTER 580, WHICH
PROVIDES FOR SALE AFTER SERVICE OF NOTICE THEREOF UPON THE
OCCUPANT OF THE MORTGAGED PREMISES AND PUBLICATION OF SAID
NOTICE FOR EIGHT WEEKS IN THE COUNTY IN MINNESOTA WHERE THE
MORTGAGED PREMISES IS SITUATED; ACKNOWLEDGES THAT SERVICE NEED
NOT BE MADE UPON MORTGAGOR PERSONALLY (UNLESS MORTGAGOR IS AN
OCCUPANT) AND THAT NO HEARING OF ANY TYPE IS REQUIRED IN
CONNECTION WITH THE SALE; AND EXCEPT AS MAY BE PROVIDED IN 5AID
STATUTES,EXPRESSLY WAIVE5 ANY AND ALL RIGHT TO PRIOR NOTICE OF SALE
OF THE MORTGAGED PREMISES AND ANY AND ALL RIGHTS TO A PRIOR
HEARING OF ANY TYPE IN CONNECTION WITH THE SALE OF THE MORTGAGED
PREMISES.
3aaz6zt 3
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6. Release of Certain Land. The Mortgagee agrees to release from the
provisions of this Mortgage the portion of the Mortgaged Property located between
Exchange Street and Ryan Avenue which is east of the westerly line of the proposed Eagle
Parkway as shown on the map attached hereto as E�ibit C. Mortgagee will execute a
release of such land when the Mortgagee receives a plat or survey of the Mortgaged
Property prepared and certified by a registered Minnesota land surveyor showing the land
to be released and the location in relation thereto of any buildings and structures on the
Mortgaged Property, and all other easements, roads, tracks and utility installations, and
showing that the release will not destroy the means of ingress and egress from the remaining
portion of the Mortgaged Property.
7. Sale of Mortga eg d Propertv for Development. The Mortgagee agrees that,
in the event the Mortgagor desires to sell and assign its fee title and interest in the
Mortgaged Property to another entity, and the Mortgagor provides the Mortgagee with a
Mortgage on other revenue producing property acceptable to the Mortgagee,which property
shall have the same or greater value as the Mortgaged Property, the Mortgagee will execute
a satisfaction of this Mortgage. Mortgagor agrees that any net sale proceeds received by the
Mortgagor upon the sale of the Mortgaged Property will be used to prepay the Note.
8. Miscellaneous. This Mortgage shall be governed by and construed in
accordance with the laws of the State of Minnesota and shall inure to the benefit of
Mortgagee, its successors and assigns.
IN WITNESS WHEREOF, Mortgagor has executed this Mortgage as of the day and
year first above written. .
CITY OF SAINT PAUL
Approved as to form: By
Its Mayor
By
Assistant City Attorney
By
Its Clerk
By
Its Director, Department of Planning
and Economic Development
By
Its Director, Department of Financial
Management Services
�aoz��.i 4
� � � � �-��-���`
STATE OF MINNESOTA )
) ss.
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me this day of
, 1997, by , ,
and , the Mayor, Clerk, the
Director, Department of Planning and Economic Development and the Director,
Department of Finance and Management Services of the City of Saint Paul, Minnesota, a
Minnesota municipal corporation, on behalf of the Corporation.
Notary Public
This Instrument Drafted By:
Briggs and Morgan, P.A.
2200 First National Bank Building
St. Paul, Minnesota 55101
��.� 5
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1 NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Saint Paul,
2 Minnesota, as follows:
3
4 i. Annroval and Execution of Documents.
5
6 1.01 The borrowing of$3,000,000 by the issuance of the Note described above is hereby
7 appro�a�. The sale of the Note for the purchase price of$3,000,000 to The Saint Paul Foundation is
8 hereby ap oved. The Note shall bear interest at the rate of one percent (1.00%) per annum and shall be
9 payable in ap oximately equal installments of principal and interest over a term of not more than 10
! 0 years.
' 1
2 1.02 The fo s of the Note and Mortgage refened to in the recitals are hereby approved in
3 substantially the forms bmitted. The Note and Mortgage, with such variations, deletions and additions
i 4 as the City Attorney may reafter approve, are directed to be executed in the name of and on behalf of
15 the City by the Mayor, City erk, Director,Department of Finance and Management Services and
16 Director, Department of Planru and Economic Development(the "Authorized Officers"). Copies of a11
17 of the documents shall be delivere filed and recorded as provided therein. The Authorized Officers are
�8 also authorized and directed to exec te such other documents and closing certificates as may be
19 necessary or desirable to carry out the ansaction, upon review and approval thereof by the City
'0 Attorney.
�1
'2 1.03. The execution of any instrumen y the appropriate officer or officers of the City herein
`'3 authorized shall be conclusive evidence of the ap roval of such documents in accordance with the terms
;'4 hereof. In the absence of any of the Authorized O cers, any of the documents authorized by this
2 5 resolution to be executed may be executed by such ot er officer of the City as, in the opinion of the City
�6 Attorney, is authorized to execute such documents.
?7
2 8 1.04. The City Clerk is authorized and directed to p epare and furnish to bond counsel certified
�9 copies of all proceedings and records of the City relating to th Note, and such other affidavits and
3 0 certificates as may be required to show the facts relating to the ality of the Note as such facts appear
31 from the books and records in the officers' custody and control or otherwise known to the Clerk; and
3 2 all such certified copies, certificates and affidavits, including any her ofore furnished, shall constitute
3 3 representations of the City as to the truth of all statements contained th ein.
34
3 5 ii.
36
3 7 2.01. The City hereby pledges to the payment of the Note(1) net parki revenue derived from
3 8 the Ryan Block property depicited on Exhibit A attached hereto, and any prope substituted therefor
3 9 (the "Mortgaged Property"), (2)new franchise fees derived from The Science Mu um of Minnesota's
4 0 connection to District Heating and Cooling, (3)future net sale proceeds from the rtgaged Property,
41 and (4) any donation received from the previous owner(West Publishing) of the Mo aged Property(or
4 2 an affiliated party thereto). The Budget Director is hereby directed to include, in the C 's annual budget
4 3 consistent with CF-96-1568 which is attached as E�ibit B, in each year the Note is outs ding, an
4 4 appropriation of the cultural portion of the sales t�authorized by Laws of Minnesota 199 Chapter
4 5 375, Article 9, Section 46 (the "Special Law")to pay any debt service on the Note not cover by the
4 6 revenues described in clause (1) and (2) above. The City hereby covenants not to take any acti n which
4 7 would cause the taxing authority granted by the Special Law to expire prior to the Fina1 Maturi ate of
4 8 the Note(as defined in the Note).
:
338393.1 2
����
�CJu��"T>ur�. ��/z� /y� Council File#�`���
� Green Sheet# ��� �
RESOLUTION
CITY OF SAINT PAUL INN SOTA
.
Presented y ����
Referred To Com�nktee: Date
1 Resolution Authorizing Issuance of
2 a Revenue Note and Mortgage
3 for The Science Museum Project
4
5
6 WHEREAS, Cit Council Resolution CF 96-1376 approved the Budget for the Science Museum
7 Project and directed the D ctor of Planning and Economic Development and Budget Director to
8 arrange for financing for appr 'mately$3.5 million to complete City acquisition commitment under the
9 Development Agreement;
10
�1 WHEREAS, the City has co 'tted nearly$18,500,000 in financing towards public
i.2 improvements and acquisition related t the Science Museum Project;
: 3
,�4 WHEREAS, a portion of committe nding for acquisition, demolition and relocation costs is
15 currently funded with loan proceeds; and
16
17 WHEREAS, CF 96-1376 requires that the udget Director and the Director of Planning and
18 Economic Development make a recommendation to he City Council on the structure of the loan and
�9 sources for repayment of the loan;
20
21 WHEREAS, the City of Saint Paul, Minnesota(th "City") is authorized by Laws of Minnesota,
2 2 1992, Chapter 376, Article 4, as part of its city wide econo ' development program, to exercise the
2 3 powers of an economic development authority; and
24
• 2 5 WHEREAS, the City desires to bonow$3,000,000 by the i uance of a revenue note secured by
2 6 a pledge of certain designated revenues described in 2.01 and annual consider cultural sales taxes
2 7 consistent with CF-96-1568, which note will further be secured by a m gage on certain land hereinafter
?_8 described; and
''9
3 0 WHEREAS, the following documents relating to the borrowing and is ance of the revenue note
31 have been submitted to the City Council and are now on file in the office of the 'ty Clerk:
32
3 3 (i) a Revenue Note, Series 1997 (S 'ence Museum of
3 4 Minnesota Project) (the "Note"), d
35
3 6 (ii) a Statutory Mortgage to be executed b the City, as
3 7 mortgagee (the "Mortgage").
38
338393.1
�
�.
��:��'�\
1 2.02. The City hereby covenants that if any principal or interest on the Note remains unpaid on
2 the Final Maturity Date(as defined in the Note), the City will(a) sell the Mortgaged Property and apply
3 the net sale proceeds to the prepayment of the Note, and (b)if any of the Principal Balance remains
outstanding, issue a revenue note to refund any unpaid principal and interest on the Note, such refunding
5 note to be payable from the revenues described in 2.01 hereof.
6
7 iii. Headings. Headings in this Resolution are included for convenience of
3 reference only and are not a part hereof, and sha11 not limit or define the meaning
9 of any provision hereof.
' 0
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1 Yeas Na s Abse t
1 Blake 00 Requested by Department of
1 Bostrom 00
1 Guerin 00
1 Harris 00
1 Me ard 00 y'
2 Rettman 00 Director
2�Thune 00 Fo Approved by City Attorney
2 '�
��Adopted by Council: Date �.t�. � i��� By' � � -
2 5 Adoption Certified by Council Secretary — d d� 96
2 6 By: Approved by ayor for Submission to Council
�7 Approved by Mayor: Date IC
2 8 By: By: �
'9
338393.1 3
Council File �� ��\
Green Sheet # � D V
RESOLUTION
CITY OF T P UL, MI NESOTA
Presente By
Referred To Committee: Date
1 WHEREAS, Ci Council Resolution CF 96-1376 approved the Budget
2 for the Science M eum Project and directed the Director of Planning
3 and Economic Develo ment and Budget Director to arrange for financing
4 for approximately $3 . million to complete City acquisition
5 commitment under the D velopment Agreement;
6
7 WHEREAS, the City ha committed nearly $18, 500, 000 in financing
8 towards public improvement related to the Science Museum Project;
9
10 WHEREAS, a portion of co itted funding for acquisition,
11 demolition and relocation costs',,is currently funded with loan
12 proceeds; and '�\
13
14 WHEREAS, CF 96-1376 requires t�t the Budget Director and the
15 Director of Planning and Economic Dev�,lopment make a recommendation
16 to the City Council on the structure o�\he loan and sources for
17 repayment of the loan;
18 �
19 WHEREAS, the City of Saint Paul, Minne ota (the "City") is
20 authorized by Minnesota Statutes, Section 46 . 71, and its home rule
21 charter to enter into lease-purchase agreemen�.s for the acquisition
22 of real or personal property; and �.
23
24 WHEREAS, the City desires to acquire certain roperty pursuant
25 to a lease-purchase agreement under which the City ill have the
26 right to terminate the lease-purchase agreement at a y time that the
27 City Council does not appropriate or budget amounts s fficient to pay
28 the lease payments (the "Lease Payments" ) coming due u er the lease
29 purchase agreement in the next fiscal year; and
30
31 WHEREAS, the following documents relating to the acqu ition of
32 the property have been submitted to the City Council and ar now on
33 file in the office of the City Clerk:
34
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1 (a) a Ground Lease Agreement (the "Ground Lease") to be entered into
2 betw n the City, as lessor, and The Saint Paul Foundation (the
3 "Fou�tion" ) , as lessee; and
4
5 (b) a Lease\'Purchase Agreement (the "Lease" ) to be entered into
6 between t1�� Foundation, as lessor, and the City, as lessee.
7 �`
8 NOW, THEREF E, BE IT RESOLVED, by the City Council of the City
9 of Saint Paul, Min esota, as follows :
10
11 l . v D m
12
13 1 . 01 The financin described above is hereby approved. The
14 Director, Department of lanning and Economic Development is
15 authorized and directed t approve, on behalf of the City, the final
16 terms of the Lease, includi g the lease payments and prepayment
17 provisions; provided that th aggregate principal component of the
18 Lease Payments shall not exce d $3, 000, 000 and the interest rate
19 shall not exceed 1% per annum. The principal and interest components
20 of the Lease Payments shall be yable in approximately equal
21 installments over a term of not re than 10 years . Such approval
22 shall be conclusively evidenced b the execution of the Lease by the
23 Director, Department of Planning an Economic Development .
24
25 1 . 02 The forms of the Ground Le e and Lease referred to in the
26 recitals are hereby approved in substa ially the forms submitted.
27 The Lease and Ground Lease, with such va iations, deletions and
28 additions as the City Attorney may herea er approve, are directed to
29 be executed in the name of and on behalf o the City by the Mayor,
30 City Clerk, Director, Department of Finance nd Management Services
31 and Director, Department of Planning and Eco mic Development (the
32 "Authorized Officers") . Copies of all of the ocuments shall be
33 delivered, filed and recorded as provided there 'n. The Authorized
34 Officers are also authorized and directed to exe ute such other
35 documents and closing certificates as may be nece sary or desirable
36 to carry out the transaction, including any replac ment ground lease
37 and lease purchase agreement required to amortize t e remaining
38 portion of the Lease Payments due under the Lease in he event the
39 Leased Property (as defined in Section 2 . 02 hereof) i sold for
40 development purposes, upon review and approval thereof y the City
41 Attorney.
4Z
43 1 . 03 . The execution of any instrument by the appropr te
44 officer or officers of the City herein authorized shall be nclusive
45 evidence of the approval of such documents in accordance with the
46 terms hereof . In the absence of any of the Authorized Officer , any
47 of the documents authorized by this resolution to be executed m be
48 executed by such other officer of the City as, in the opinion of he
49 City Attorney, is authorized to execute such documents.
50
2
c��.:���, �
1 1 . 04 . The City Clerk is authorized and directed to prepare and
2 furnish to bond counsel certified copies of all proceedings and
3 records af the City relating to the Lease, and such other affidavits
4 and certi icates as may be required to show the facts relating to the
5 legality o the Lease as such facts appear from the books and records
6 in the offi ers ' custody and control or as otherwise known to the
7 Clerk; and a such certified copies, certificates and affidavits,
8 including any eretofore furnished, shall constitute representations
9 of the City as o the truth of all statements contained therein.
10
11 2 .
12
13 2 . 01 . Subject t the right of the City to terminate the Lease
14 as provided therein, t City will pay to the Foundation promptly
15 when due, all of the Lea e Payments and other amounts required by the
16 Lease. Subject to the ri t of the City to terminate the Lease as
17 provided therein, to provi moneys to make such payments, the City
18 Council will include in its nual budget, for each fiscal year
19 during the term of the Lease, oneys sufficient to pay and for the
20 purpose of paying all Lease Pa ents and other amounts payable under
21 the Lease, and will take all oth actions necessary to provide
22 moneys for the payment of the obli ations of the City under the Lease
23 from sources of the City lawfully a ailable for this purpose.
24
25 2 . 02 . Subject to the City' s righ to terminate the Lease as
26 provided therein, the City will pledge ) net parking revenue
27 derived from the property acquired pursu t to the Lease, which
28 property is described on Exhibit A attache hereto (the "Leased
29 Property" ) , (2) sale proceeds from the Leas Property, and (3) new
30 franchise fees derived from The Science Muse of Minnesota' s
31 connection to District Heating and Cooling. T e City Council hereby
32 directs the Director of Planning and Economic D velopment to submit a
33 request to the Cultural Star Board to make a mult ' -year commitment of
34 the cultural portion of the sales tax revenues to ay any portion of
35 the Lease Payments not covered by the revenues desc 'bed in clause
36 (1) , (2) and (3) above, such sales taxes to be used t pay Lease
37 Payments only if the City does not terminate the Lease as provided
38 therein.
39
40 3 . Headinas. Headings in this Resolution are included f r
41 convenience of reference only and are not a part hereof, an shall
42 not limit or define the meaning of any provision hereof .
43
44
45
46
47
48
49
50
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Form Approved by City Attorney
Adopted by Council: Date
Adoption Certified by Council Secre ry g 1
Y=
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BY� Approved by Mayor for Submission to
Council
Approved by Mayor: Date
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By: (�•
By:
4