264058 WH17E - CITV CLERK t
PINK - FINANCE COUI1C11 `!1- A
BL�RY- NIAYORTMENT GITY OF SAINT PAiIL File NO. �`1 I��LJ
" Council Resolution
Presented By
Referred To Committee: Date
Out of Committee By Date
RESOLVED, that pursuant to the authority of Laws 1969,
Chapter 1138, the Council of the City of Saint Paul
hereby approves and accepts the guarantee of the St. Paul
AFL-CIO Trades and Labor Assembly and requests the Mayor
to acknowledge this guarantee on behalf of the City. �
COUIVCILMEIV Requested by Department of:
Yeas Nays
Christensen
Hozza �_ In Favor
Levine
Rcedler � Against BY
Sylvester
Tedesco
President Hunt
Adopted by Council: Date AUG 2 0 1914 Form pro by Cit rn
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Certified P ouncil Secretary BY
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Appro Mayor: ate 19T� Approved by yor f bm' ion Council
By By
PUBLISHED ��G 2 4 197�
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'1'IIIS I1c�Rr:r:�IF.r�'1', F�nl��r��d int�� chis
day of October 10�, ly 73 , by and h���ween �t. Pau] AFL-CIO Tr�es, /
and Labor Assembly, a Labor organiz����e�r�rinaft.e�r sc�metimE:s re£��rred
to as "Guerantor" and the Cit:v of Saint Paul ,, h��reinafter s���ne�i�nes reterred
t�, as l.he "City", NITNF.SSE'1'H, 7'hat,
WHEREAS, there has bt•en cnacted by the
State of `tinnesota in Chapter 459, Laws 1967, legislatiun rElative tu tl�e
issuance by the City �f bonds to provide funds to c�nstruct, recunstrurt,
� remudel and equip a Civic Center c�nsistin�; of but not being limited Cu the�
existing audi�orium and theatre, �he existinb arena remudeled t� a new
exhibition hall, concourses, new arena, and ass<�ciated parkin�; ramps sumc-
times hereinafter collectively referred te� as the Civ[c CF:�i[t�r; tind
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' � WHERI:AS, �hat le�islation was amended in
1969 in certain particulars; and, •
• WHEREAS, said legislation in Section 1
thereof as amended in 1y69 authorized the issuance and sale by the City of
Nine �fillion Doliars ($9,000,000.00) of general obligation bonds and said
legislatiun in Section 2 thereof authorized the issuance and sale b� ti�e City
of additiunal generai obligation bonds in an amount not to exceed T�n Plillion
Ikillars f$10,000,000.00) ; and,
WHER�AS, Section 3 of said legislation
as amended provides: .
"1'he City sliall have power tc� negotiate
and to obtain, and shall obtain, fr�m responsible persons, firms and
corporations, non-cumulative guaranr�:es in sn aggregate ai�uunt not to
exceed $150,000.00 .3nnuslly for a period of ten years , cnnunencing after
c�ne year of operation �f the arena porti�n of the Civic Center, which
shall bind each guarantor respectively to pay his pr� r�ta share of the
annual principal and interest payments necessary upon the bonds auEhor- .
ized by Section 2 hereof to the exr_er�t revenues frc�m the Civic� CentPr
are insufficient for such purpose. Provided, however, that �uarantors'
aggregate obligations under said non-cumulative annual guarantees of
$150,000.00 (for any calendar year) si�all be further limited t�� th�
amount by wt�ich income availnble for debt retirc:ment from all parking
and concessions associated with the Civic Ce_nte�r falls bel��w $500,000.00.
' Inc�me available for debt retirement, ' with respect lu Narkin� faci-
lities, means gross receipts minus all �perating, promotional or other
expenses; and ' income available for debt retirement' witli respt�ct to
concessions ineans the earned income received by the City from the c�n-
cessionaire ar if operated by the City means �;ross receipts minus ell
operating, promotional or other expenses; both of which shall i��� subject
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" , to the control of the Civic Center Commission defined herein.
� � "Guarantees shall run from the guaran-
� tor to the City of Saint Paul and shall, upon their acceptance by
resolution of the City Council, constitute legal and enforceable obliga-
' tions of the respective guarantors in accordance with the terms thereof,
notwithstanding any provision of law which mfgh� otherwise declare such
guarantees to be ultra vires on the part of the guarantor or the City.
"The fai lure of an}� such guarantee,
or all of them, shall not affect the City' s responsibility to pay the
principal and interest upon the bonds, nor shall any purchaser of such
bonds be required to inquire whether such guarantees have been obtained ,
or given.
� "The guarantees required hereby shall
. be obtained prior to the issuance of any bond under Section 1 or Sec-
tion 2 hereof."
and;
WHEREAS, guarantees in a total amoun[
in excess of that recjuired by Section 3 of the legislation have already been
delivered to and accepted by the City; and,
WHEREAS, the bonds provided for in said
legislation have now been issued; and,
WHFR EAS, additional guarantors now
wish to deliver their guarantees to the City; and, _ '
WHEREAS, the City is agreeable to
accepting such additionalguarantees; and,
WHEREAS, the Guarantor now desires to
guarantee to the City the payment of the principal and interest of the bonds
issued pursuant to Sectfon 2 of said legislation in an amount and under the
terms and conditions as set forth herein; and,
NHFREAS, it is contemplated that others
will also execute and deliver to the City their guarantees in vgrious aroounts
for the purp ose of guaranteeing to the City the payment of the principai and
interest of the bonds issued pursuant to Section 2 of said legislation under
terms end conditiona similar to those contained herein.
NOW, THEREFORE, in consideration of the
promises of others to partfcipate as guarantors, agreement of the City to
accept such additional guarantees and the prior issuance of the aforesaid bonds
by the City, it is agreed between the parties as follows:
.1. Guarantor hereby agrees that it will
and hereby does guarantee to the extent hereinafter set forth for a period
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• � ears eaid eriod to commence after one (1) year of operation
- of ten (LO) y � P
of the arena portion of the Civic Center, the payment of Guarantor's share
• as hereinafter provided of the annuel principal and interest payments necessary
• upon the Ten Million Dollara ($10,000,000.00) of bonds authorized by Section 2
of the aforesaid legislation to the extent that revenues from the Civic Center
, during any calendar year are insufficient for such purpose. References to
the "arena portion of the Civic Center" l.n this guarantee shall include all
parking facilities associated With the Civic Center. Said guarantee shall be
in an annual face amount not to exceed One TF�ousand Dol:iars
DolZars ($ i3O 00 ) for any calendar year and shall be non-cumulative.
Provided, horaever, that Guarantor's obligations under said non-cumulative annual
guerantee for any calendar year shall be subject to a further limitation de-
termined as folloas:
A) There shall first be determined
- the percentage relntionship Which the amount of Guarantor's guarantee
• as stated above beara to the total stated amount of guaranteea given
' to the City purauent to said legislation. Said percentage shall be
. determined by dividing the amount of Guarantor's guarantee ns stnted
' nbove by the total amount of guarantees given to the City purauant to
said legislation. .
The total amount of guaranteee given
to the City pursuant to soid legislation shall include all guarantees
� previously given to the City and accepted by the City, all guarantees
. given at the time this guarantee ia givQn and all guarantees which
may be given af ter the date of this guarantee.
B) There shall then be determined
the amount by which incane 8vailable for debt retirement from all
parking and concasaions associated with the �Civic Center for the calen-
� � dar year in question falls belrn+ either Five Hundred Thousand Dolla rs
� ($500,000.00) or the amount required to pay tihe annual principal and
. .intereat upon the Ten Million Dollars ($10,000,000.00) in bonds au-
thorized by Section 2 of Chb aforeaaid legislation whichever of theae
� t�to figurea is leaser. Such amount, or the amount by which revenues
from the Civic Cehter for the calendar year in queation are insufficien[
to pAy the annual principul and intereat upon the Ten Million Dollars
• ($10,000,000.00) in bonds puthorized by Section 2 of the aforeaaid
legislation or One Hundred Fifty Thouaand Dollars ($150�000.00) , Which-
ever of the three �raounte is the lowest figure shall be hereinufter
referred to aa tho "deficiency." "Income uvsilable for debt retire-
crent" with reapect to parking facilities means gross receipts minus ell
operating, promotional or other ea�pensea; and "income available for
debt retirement" r+ith respect to concesaiona means the earned income
received by th4 City from tho eoncca�ionaire, or if opernted by the City
menna groea receipta minu� all oForn[in�, promotionnl or other exponscs;
both of which ahall be aubject to Che control of tl�e Civic Center Autho-
rity. The term "debt retirament" includes both the annunl principnl and
" intereat payroent upon the Ten Million Dollars ($10�000,000.00) in bonda
authorized by Section 2 of the aforesaid legislation.
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• ' C) Always subject to the overall
dollar limit of the amount of Guarantor' s guarantee stated in Para-
' graph 1 abuve, and, except as provided in Subparagraph D) below, the
' Guarantor's obligation under the guarantee provided herein during any
calendar year shall not exceed the dollar amount determined by multi-
, plying the deficiency referred to in Subparagraph B) hereof by the
percentage determined as provided in Subparagraph A) i�ereof. •
D) If the City contends that amounts
ere owing to it under this guarantee for any calendar ��ear, the Ci[y
through its Civic Center Authority shall submit a billing statement
to the Guarantor within two (2) months after the close of the parti-
cular calendar year involved. The statement shall show the amount
claimed to be due from Guarantor under this instrument as well as
the amounts clnimed to be due from all other guarantors under guaran-
tees given by them. A copy of the billing statement shall be sub-
mitted to the Saint Paul Area Chamber of Commerce. Payment of the
� actual amount due the City of Saint Paul shall be made within sixty
(60) days after the submission of the aforementioned billing statement
' to the Guarantor.
In the event one �or more of such
other guarantors default in making the requisite payments under their
guarantees for any calendar year, Guarantor together with all non-
defaulting guarantors, up to the overall dollar limit of Guarantor' s
obligation as stated in Paragraph 1 above may be assessed additional
amounts on a pro ret8 basis to make up the amounts resulting from such
defaults. The edditional dollar amount to be assessed against Guarantor
shall be determined by multiplying the total dollar amount of such
defauits by a percentage determined by dividing the amount of Guarantor' s
guarantee as stated above by the total amount of non-defaulting guaran-
tees given to the City pursuant to said legislation. The City through
its Civic Center Authority shall notify the non-defaulting guarantors
and the Saint Paul Area Chamber of Commerce of such default and of
the additional amount to be assessed against the non-defaulting guaran-
tors within ninety (90) days after_ such amounts in default were due to
the City. The actual additional amount due to the City shall be paid
by the non-def aulting guare.ntors within thirty (30) days thereafter.
The failure of the City through its Civic Center Authority to give
such notice within such ninety (90) day period shall constitute an '
irrevocable election by the City not to assess and collect the amount
of such def ault from the non-defaulting guarantors. Any guarantor making
such additional pro rata payments as a result of such def ault or defauits
shall be entitled, as a condition of [he guarantee agreements executed
between the guarantors and the City, [o take such action as they deem
appropriate against such defaulting guarantors in order to collect the
amount of any such additional amounts paid by them.
Nothing in the foregoirig sha12 be
construed as precluding the City from exercising its right of action
against any defeulting guarantoz to the extent of any deficiency in
payment to which the City is entitled.
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• ; E) It is prc�bal�le that tt�e arena
portion of the Civic Center wil l cc�u�plete �ne ( 1 ) y�.ar of opera[ion
' during a calendar year and thereforF, this �;uarai��ee, which covers
' a ten (10) year period commencing after one (1 ) ycar c►f operation
of the arena portion of the Civic Center, will involve at its be-
, �inning and end fractional periods of less than one (1 ) full calen-
dar year. Any amount' to be paid under this guarantee for such
fractional periods of less than twelve (12) full calendar months
shall be determined by multiplying the dollar amuunt which would
otherwise be due under this guarantee without reference to tliis Sub-
paragraph E) for the fuil calendar year during which the fractional
period in question occurs by a percentage obtained by dividing the
number of full calendar months covered by this guarantee in such
, calendar year by twelve ( 12). The term "full calendar mont}i" includes
a full month or any portion of a month containing sixteen (16) days
or more; provided, however, tt�at in no event shall the total time
involved in the beginning and ending fractional periods exceed twelve
(12) months. .
' 2. In_ the event the Ci[y demands pay-
ment from Guarantor of any amounts pursuant to this guarantee, Guarantor
shall have the right to inspect through its employees or throub}� an account-
ant of its choosing the books and accounts of the Civic Center with respect to
revenues from the Civic Center and income available for debt retirement for
the fiscal year in question.
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3. The validity and enforceability of
this guarantee shall be contingent upon i) its acceptai�ce by the City's
Council and the acceptance by the City' s Council of all other guarantees
delivered to it by other responsible guarantors, in a form substantially
similar to the form of this guarantee; ii) the cr�eation, construction and
operation of the Civic Center provided, l�owever, this shail not be inter-
preted as requiring the completion of the planned remodeling of the existing
arena to a new exhibition hall before this guarantee shail become valid and
enforceable; and, iii) the appointment and continued functioning of a Civic
Center Authority all in aceordance with the aforesaid legislation.
4. The City hereby represents that the
guarentee contained herein has been accepted by its Council. The City further
agrees to provide Guarantor with a list of all other guarantees accepted by
the City's Council listing the name of each guarantor and the face amount of
each guarantee.
S. Guarantor hereby appoints and
desfgnates the Saint Paul Area Chamber of Commerce as its agent for all
purposes except the service of process, and notices to said Saint Paul Aree
Chamber of Commerce shall be considered to be notice to Guarantor.
6. This agreement shall be binding upon
and inure to the benefit of the representatives, successors and assigns of
the parties hereto. ,
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. • - 7. Guarantor agrees that in the event
of a default on its part in the payment c�f amounts due under this �uarantee,
• any other guarantor who pays additional amounts as a result �f said default
• shall be entitled to recover such additional ainounts from Guarantc�r .
. 8. NotwitlistandinF any other provision
of this guarantee to the contrary, the liability� of the Guarantor under this
agreement for an}' calendar year shall not exceed the am�unt of Guarantor' s
guarantee stated in Paragraph 1 above, and such guarantee shall be non- �
cumulati��e. ln the e��ent the guarantee involves at its beginning and end
fractional periods of less than one (1) full calendar year, the liability of
the Guarantor for the total of both of these fractional peiiods shall not
exceed the amount of Guarantor's guarantee stated in Paragraph 1 above and
such guarantee shall be non-cumul8tive.
St .Paul AFL-CIO Trades 8 Labor Assembly
Guarantor
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By ' �� -��i
Its Presiderit Char es . afferty )
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By � -'���`i7i�;: �' � �'i.�/v
Its Secretar - reas. ' erome J. Richgel
t% d
CITY OF SAINT PAUL ,
ay ,
"tavor
,i_. ,ti . �:,..-�.. '�` <' ..:_.
Chairman, Civic Center Authority
Acting Head, Finance and Accounting
Division
Approved as to form and
execution this 10 day
of October � 19 73 . '
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Assistant Corporation Counsel
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