02-404� Substitute Resolution �
Presented By
Green Sheet # �O(S �o'� g
�a�� � , ��O 3--
CL'{�Y
��
SAINT,BAId�.. MINNESOTA
Covncil File # ���
Resolution #
Referred To Committee: Date
1 RESOLUTION AUTHORIZING FIRST AMENDMENT TO CONTRACT FOR REDEVELOPMENT
2 BETWEEN CENTEX MLTLTI-FAMII�Y COMMUNITIES, L.P., THE CITY OF SAINT PAUL
3 ("CITY") AND HOUSING AND REDEVELOPMENT AUTHORITY OF TFIE CITY OF SAINT
4 PAUL, NIINNESOTA ("HI2A") REGARDING THE UPPER LANDING SITE, DISTffiCT 17 AND
5 AMENDMENT TO THE SPECIAL LOAN AGREEMENT DATED SEPTEMBER 15, 2001
6 BETWEEN THE CTTY AND HRA RELATED TO THE UPPER LANDING STTE
WIIEREAS, the City, the HRA and Centex Multi-Family Communities, L.P. ("Centex") entered into
that certain Contract for Redevelopment (the "Redevelopment Agreement") effective May 31, 2001; and
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WHEREAS, pursuant to the Redevelopment Agreement, the City and the HRA granted certain
development rights to and agreed to sell to Centex the site commonly known as the Upper Landing Site (the
"Project Area") and Centex agreed to purchase the Project Area and redevelop it as set forth in the
Redevelopment Agreement; and
WIIEREAS, Article 4 of the Redevelopment Agreement laid out a financing shucture whereby the
redevelopment of the Project Area was anticipated to generate sufficient tax increment to fmance costs of
Centex improvements, the I�iA public nnprovements, and other eligible public expenses, less the amount of
such costs expected or required to be paid forxn other sources; and
WHEREAS, the City and IIRA haue entered into a Special Loan Agreement dated as of September
15, 2001 (the "Loan Agreement"); and
WHEREAS, the proceeds of the loan made pursuant to the Loan Agreement (the "Loan") haue been
used by the HRA to fund costs related to certain public improvements to be made to the Project Area; and
��HEREAS, the 2001 Ivlinnesota State Legislature adopted significant changes to Minnesota real
estate class rates, reducing the amount of tas increment anticipated to be generated form the Project Area and
significantly altering the fmancing arrangements originally contemplated with respect to development of the
Project Area; and
WHEREAS, the I3KA has requested and the City has agreed to modify the terms of the Loan to help
facilitate financing of the proposed development to take place in the Project Area;
35 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Saint Paul, Minnesota as
36 follows:
37 1. The City Council hereby approves amendment to the terms of the Redevelopment
38 Agreement pursuant to a First Amendment to Contract for Redevelopment (the "First AmendmenP')
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contaiuing substantially the following new terms and conditions, as such terms and conditions may be
modified with the consent of the Director, Office of Financial Services:
(A) The amount of funds that the FIRA would advance to Centex on the bridge loan is to
be reduced from $6 million to $3 million.
(B) Centex is to forgive the outstanding balance of $218,09232 on the promissory note
given on or about June 15, 2001 by the HI2A in favor of Centex.
(C) Centex is to deliver a check in the amount of $58,528.40 to the HRA in repayment of
Centex's obligations to the HItA pursuaut to a promissory note given by Centex in favor of the ARA
on or about 3uly 15, 2001.
(D) Centex sha11 receive up to the first $18.1 million of net bond proceeds if and when tax
increments generated by tbe improvements to the Project Area aze sufficient to meet a specified debt
service coverage test, with the HRA's $3 million bridge loan advance to be repaid from either bond
proceeds in excess of $18.1 million (if any} or from residual taY increments (if any ) not used to repay
the bonds in accordance with the terms of the relevant indentures.
(E) Centex must provide affordable housing pursuant to Secfion 5.10 of the
Redevelopment Agreement with a construction start no later than the end of 2003. Should Centex fail
to start construction on time, the ownership of the affoxdable housing site shall revert to the HRA. In
addition, $2.25 million of the bonds issued would be earmazked and eligible to the HRA to reunburse
costs associated with the conshuction of affordable housing on the site should the affardable housing
site revert to the HRA.
(F) The I-IRA will not participate in the proceeds of the land sales or sale of housing units.
2. The Council hereby approves the following modifications to the terms of the Loan:
(A)
(B)
(C)
The amount of the Loan is amended from $6,000,000 to $3,336,929.79.
The CiTy acknowledges that it has advanced the full sum of the Loan to the IIRA.
The Loan will be repaid as follows:
(i) $29,264.00 upon full execution and delivery of the First Amendment and
receipt of such amount by the IIRA from Centex;
(ii)
(iii)
$800,000 of CDBG funds from IIRA to City on ar before September l, 2002;
$390 ,000 from City Fund 149 on or before September 1, 2002;
(iv) All Tas Increment as and when received by the IIRA pursuant to Section 9 of
the First Amendment up to the sale of a Subordinated Tas Increment Note by the HRA (the
"HFtA Note").
(v) All proceeds from the sale of the HRA Note as and when received by the Issuer,
which sale sha11 occur on the eazlier of 60 days following completion of the Project or
February 1, 2007.
' oa-�o �
90 (v) If there remains any unpaid principal ar interest on the Loan after applying the
91 proceeds from the Issuer Note, then the City may draw upon any funds then eacisting in City
92 Fund 149 to pay such unpaid principal or interest; and any remainiug pzincipal or interest on
93 the Loan shall be paid from TaY Increment as and when received by the HRA under the
94 Centex Amendment, which Tax Increment shail be applied proportionately, which means the
95 ratio that the balance of each of the four individual categories described below beazs to the
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total balance of all the categories, as follows:
(a)
ro�
(c)
(d)
to the HRA for payment of accrued and current HRA Adnunistrative Fee plus
simple interest thereon at the Interest Rate;
to the HRA for reimbursement of the City's CDBG Funds plus simple interest
thereon at the Interest Rate;
to the City for reimbursement of City Fund 149 plus simple interest thereon at
the Interest Rate; and
to the City for the payment of any remauung unpaid principal or interest of the
Loan.
Upon full satisfaction of categories (b), (c) and (d), a11 Tax Increment received by the
HRA shall belong solely to the HRA.
(vi) Repayments of the Loan shali be payable solely from the sources referred to
above in this Section 3 and shall be applied first to interest and then to principal. An
amortization schedule showing these expected repayments is attached as E�ibit A. The Issuer
shall have no general liability and obligation to the City to repay the Loan. The Issuer will use
its best efforts to masimize the proceeds of the Issuer Note. The parties aclrnowledge that the
receipt of Tax Increment by ffiZA under the First Amendment is subordinaxe to the Released
Bonds and additional bonds up to an aggregate amount of $18,100,000.00, and no
representations aze being made by the HRA as to the actual amount of Ta�c Increment that will
be received by the HRA under the Centex Amendment and applied to the Loan.
(D) The Council hereby grants the Director, Office of Financial Services authoriTy to
negotiate and execute final terms and conditions of the amendment to the Loan, with such
modifications of or additions to the above described terms and conditions as the Director shall deem
proper.
(E) The FY 2002 City budget is amended pursuant to Exhibit A of this resolution.
,
b�-ye �
Requested by Department o£:
Plannina & Economic Develonment
By:
By:
Approved by May
By:
Approved by Financial Services
&y:
Form Approved by City� rney
�
t �
ty:
�
by Mayor for Submission to Council
;y :
Adopted by Council: Date p��_
Adoption Certified by Council Secre
f
oa-�a�
Budget Amentlment Fund # 149
The City Councit of Saint Paul approves the following changes to the 2��2 budget
FROM
PED Administration
Capital Fund: Su6oNinate Note
Year2001 Budget
FINANCING PLAN CurteM Budget Approved Changes
'14376900 TIF Eligible Pro�ects
149-76900fi604-00000 Paymentfrom HR4on Note Interest
149-76900F922-00000 Payment from HRA on Note Pnncipal
749-7690� Non T7F Eligible PrqecGs
149-7690'I-6922-00000 Paymentfrom HRA on Note Prinapal
7otai Financing Year 2001 Budget
SPENDING PLAN
149-76900 TIF Eligible Projects
14-76900-0899-69128 Wabasha West
149•76900-0739-68036 SkywayVisitorSignage
149-76900-0299-68016 Professional for powntown
149-76900-0739-68078 Day[on's Skyway
'149A6900-0547-G8078 Dayton's Store Projed-Renovation
149-76900-0547-68077 Dayton's Store Project-Envrtonmenfal Cleanup
149-76900-0565-69132 Trensferto HRA for Wabasha Court Demoldion
149-76900-0565-68080 TransfertoHRAforMinnesotaPubiicRatlio
Sub-Total
149-76901 Non TIF Eligible Projects
149-7690�-0547-68088 Pereonnel Decisions intemational (PDI)
149-76901-0558-69106 ProjectAdministration-PED
749-7690'I-0299-68076 ProfessionalServices
149-76901-0558-68089 Transfer to HR4 for US Bank Project
Sub-Tofal
14976902 Pending Projects
'149.769�2-0547-G80�2 Pending projeds
Toql Spentling Year 2007 Budget
Year 2002 Budget
FINANCING PLAN
149-76900 71F Eligible Projects
149-76900-6922-00000 Payment from HRA on Note Pnncipal
74&76901-6922-00000 Payment from HRA on Note Principal
Total Financing
SPENDING PLAN
149-76800 TIF Eligible Projects
149-76900-056569132 TrensPer to HR4 for Wabasha Court Demolition
749-76900-056568080 Trensfer to HR4 for Minnesofa Public Radio
Sub•TOtal
149•�6907 Non TIF Eligible Projects
749-769D7-0558-69106 ProjectAdminisVation-PED
149-76901-0560.68087 City Debt Payment Transfer
749-76901-0565-68082 Trensfer to HR4 for CENTEX advance payment
Sub�Total
'149•76802 Pending Projects
749-76902-0547E8002
Total Spendin9 Year 2002
7ota1 Spentling Year 2001 & Year 2002
3,538,737
9,779,365
3,600,000
76,318,102
2,325,000
450,000
260,000
0
6,300,000
1,500,000
375,000
7,508,102
12,718,702
0
900,000
400,000
2,300,000
3,600,000
0
16,318,102
2.041,898
2,901,766
2,901,766
250,000
1,791.898
2,041,888
7,008,000
7,000,000
0
2,008,000
893,766
4,943,664
27,261,766
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Exhibit A
Amended Budget
3,538.737
9,179.365
3,600,000
16,316,102
2,325,000
450,000
280,000
0
6,3DO,000
1,500,000
375,000
1,508,102
12.778,102
0
900.000
4Q0,000
2,300,000
3,600,000
0 0
0 16,318,102
0
0
0
0
0
0
0
0
390,000
390,000
(390,000)
0
0
2,041,888
2,907,766
2,901,766
2W,000
1.791,898
2,041.898
1,008,000
1,0OO,ODO
390,000
2,398,000
503,766
4,943,664
21,261,766
• DEPAR'1'MENT/OPFICE/COUNCIL: DATE INITIATED d � V � I l 1 �
PE� Apri129, 2002 GREEN SHEET No.. p�.-k�
CONTACT PERSON & PHONE: A7'E wlTTnvDa7'E
Allen Cazlson, 266-6616 � 3 DEPARI'MFN1' DIIt. _8_ CITY CLERK
MI7ST BE ON COUNCII. AGENDA BY (DATE) �IGN �7���
May 8, 2002 Consent Agenda F��ER 4 CITY ATTORNEY McCall lyiY) \ 7 COUNCIL RESF,ARCH
��—
ROiJ'PING 6 FINANCIAI, SERV DIIt V 2 FINANCSAI, SERV/ACCTG
ORDER
� 5 MAYOR (OR ASST.) 1 TEAM LEADER
TOTAL # OF SIGNATIJRE PAGES _1_(CLIP ALL LOCATIONS FOR SIGNATUItE)
ACTION REQiTESTED:Sign attached resolution recommending authorization 1) an First Amendment to the
Contract for Redevelopment by and between the City, I IRA and Centex Multi-Fasnily Communities and 2) an
Amendment to the Special Loan A�eement by and between the City and IIRA whereby the City loaned the HRA
$6 million to conhibute to the public nnprove ents of the Upper Landing site.
RECOD�ARENDATTONS: Approve (A) or Rejea (R) PERSONAL SERVICE CONTRACTS MUST ANSWER THE FOLLOWING
QUESTIONS:
PLANNING COMivIISSION 1. Has this person/fim� ever worked under a conhact for this department?
CIB COMbIITTEE Yes No
CIVIL SERVICE COT�IMISSION 2. Has this person/firtn ever been a ciry employee?
\ Yes No
� 3. Does ffiis person/finn possess a skil] not normally possessed by any cument ciTy employee?
Yes No
Explain all yes ansrvers ov separate sheet and attach to green sheet
INITIATING PROBLEM, ISSUE, OPPORTIJNIII (Who, What, When, Where, Why)�
State law changes to the properiy tax capacity rates had the impact of lowering the anticipated amount of tax
increment (est. $10,000,000) that could be generated to repay Centex for its costs to develop the Upper Landing
site. Centex and the HRA negotiated a new fmancial structure in which Centex would take less tas increments but
the IIRA would be required to subordinate its contribution, wluch was lowered to $3 million, to the first $18.1 of
bond proceeds. This required the HRA to restruchue its agreement with the City to repay the $6 million.
THIS ITEM N'ILL ALSO BEADDRESSED AT THE MAY 8 HRA MEETINGAT 2:00 PM
nnvnxTacES � arrxovEn. The City/HRA contribution to the Upper Landing is reduced to $3 million from $6
million. Centex will be able to move forwazd with the project while having some confidence that it will be
reimbursed for most of its costs. HRA's legal costs are paid by Centex ($218,000).
DISADVANTAGES IF APPROVED:
msanvariTncES � Nor nrrxovEV: Centex may not be able to go forwazd with the project even though they are under
contract to do so.
TOTAL AMOLINT OF 1'RANSACTiON: COST/REVENUE BUDGETED:
NUNDING SOURCE: ACTIVI'fY NUMBER:
FINANCIAL INFORMATION: (EXPLAIIV) .
x �snarea�em�cnacsonr��n��ne� eo� wya .
council Fi1e # �.1- y0�
�j���(� :� �
�...�+ � L� � i �: � i�
Resolution #
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Presented By
Re£erred To
RESOLUTION
CITY OF SAINT PAUL, MIN
ee: Date
1�
RESOLUTION AUTHORIZING FIRST AMENDMENT TO CON CT FOB REDEVELOPMENT
BETWEEN CENTEX MUI.TI-FAMILY COMMUNITIES, L., THE CITY OF SAINT PAUL
("CITY") AND HOUSING AND REDEVELOPMENT AUT ORITY OF THE CITY OF SAINT
PAUL, MINNESOTA ("HRA") REGARDING THE UPPE LANDING SITE, DISTRICT 17 AND
AMENDMENT TO THE SPECIAL LOAN AGREE NT DATED SEPTEMBER 15, 2001
BETWEEN THE CITY AND HRA RELATED O THE UPPER LANDING SITE
WHEREAS, the City, the HRA and Centex Multi- amily Communities, L.P. ("Centex") entered into
that certain Contract for Redevelopment (the "Redevelo ent Agreement") effective May 31, 2001; and
WHEREAS, pursuant to the Redevelopment greement, the City and the HRA granted certain
development rights to and agreed to sell to Centex e site commonly known as the Upper Landing Site (the
"Project Area") and Centex agreed to purchase Project Area and redevelop it as set forth in the
Redevelopment Agreement; and
WHEREAS, Article 4 of the Redev opment Agreement laid out a financing structure whereby the
redevelopment of the Project Area was an cipated to generate sufficient tas increment to finance costs of
Centex improvements, the I�R� public ' provements, and other eligible public expenses, less the amount of
such costs expected or required to be p'd form other sources; and
WHEREAS, the City and have entered into a Special Loan Agreement dated as of September 15,
2001 (the "Loan Agreement"); an
WHEREAS, the proce s of the loan made pursuant to the Loan Agreement (the "Loan") have been
used by the HRA to fund cos zelated to certain public improvements to be made to the Project Area; and
WHEREAS, the 2 Ol Minnesota State Legislature adopted significant changes to Minnesota real
estate class rates, reduci the amount of tax increment anticipated to be generated form the Project Area and
significantly altering financing arrangements originally contemplated with respect to development of the
Project Area;and
WHERE , the HRA has requested and the City has agreed to modify the terms of the Loan to help
facilitate financ' g of the proposed development to take place in the Project Area;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Saint Paul, Minnesota as
follows:
1. The City Council hereby approves amendment to the terxns of the Redevelopment
Agreement pursuant to a First Amendment to Contract for Redevelopment (the "First Amendment")
o a.-�tc� y,
containing substanfially the following new terms and conditions, as such terms and conditions may be
modified with the consent of the Director, Office of Financial Services:
(A) The amount of funds that the HRA would advance to Centex on the bridge loan is to
be reduced from $6 million to $3 million.
(B) Centex is to forgive the outstanding balance of $218,09232 on the promissory note
given on or about 7une 15, 2001 by the IIRA in favor of Centex. �
(C) Centex is to deliver a check in the amount of $58,528.40 to the HRA in re yment of
Centex's obligations to the I�RA pursuant to a promissory note given by Centex in fav of the HRA
on or about July 15, 2001.
(D) Centex shail receive up to the first $18.1 million of net bond pro eds if and when tax
increments generated by the improvements to the Project Area are sufficient t eet a specified debt
service coverage test, with the HRA's $3 million bridge loan advance to be r paid from either bond
proceeds in excess of $18.1 million (if any) or from residual t� increment (if any ) not used to repay
the bonds in accordance with the terms of the relevant indentures.
(E) Centex must provide affordable housing pursuant to S tion 5.10 of the Redevelopment
Agreement with a construction start no later than the end of 2003. ould Centex fail to start
construction on time, the ownership of the afFordable housing sit shall revert to the HRA. In addition,
$2.25 million of the bonds issued would be earmarked and eli ' le to the HRA to reimburse costs
assocaated with the construction of affordable housing on the ite should the affordable housing site
revert to the HRA.
(F) The HRA will not participate in the pr,dceeds of the land sales or sale of housing units.
2. The Council hereby approves the followirig modifications to the terms of the Loan:
%
(A) The amount of the Loan is aa�ended from $6,000,000 to $3,336,929.78.
(B) The City acknowledge that it has advanced the full sum of the Loan to the HRA.
(C) The Loan will be paid as follows:
(i) $29,2 .00 upon full execution and delivery of the First Amendment and receipt
of such amount by e HRA from Centex.
(ii) �$00,000 of CDBG funds from HRA to City on or before September 1, 2002.
(iii) All Tas Increment as and when received by the HRA pursuant to Section 9 of
the First endment up to the sale of a Subordinated TaY Increment Note by the HRA (the
��IIRA te").
(iv) All proceeds from the sale of the HRA Note as and when received by the Issuer,
�ch sale shall occur on the earlaer of 60 days following wmpletion of the Project ar Febniary
1, 2007.
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(v) If there remains any unpaid principal or interest on the Loan after applying the
proceeds from the Issuer Note, then the Issuer consents to the use by the City funds then
existing in City Fund 149 to pay such unpaid principal or interest; and any remaining principal
or interest sha11 be paid as follows: fifty percent (50%) of all Tas Increment as and when
received by the Issuer under the Centex Amendment until the Loan is paid in fuli and upon
such repayment all T� Increment received by the Issuer shall belong solely to the Issuer. No
representations aze being made by the Issuer or City as to the possible balance of Fund 149 at
the tune of issuance of the Issuer Note.
Repayments of the Loan shall be payable solely from the sources referred to above in �
Section 3 and shall be applied fust to interest and then to principal. An amortizatio chedule
showing these expected repayments is attached as E�ibit A. The Issuer shall ha no general
liability and obligation to the City to repay the Loan. The Issuer will use its b t efforts to
masimize the proceeds of the Issuer Note. The parties acknowledge that th eceipt of Tas
Increment by HRA under the First Amendment is subordinate to the Rel ed Bonds and
additional bonds up to an aggregate amount of $18,100,000.00, and n epresentations are
being made by the HRA as to the actual amount of T� Increment t t will be received by the
HRA under the Centex Amendment and applied to the Loan.
(D) The Council hereby grants the Director, Office of Fin cial Services authoxity to
negotiate and execute final terms and conditions of the amendment o the Loan, with such
modifications of or additions to the above described terms and co ditions as the Director shall deem
proper. /
;
(E) The FY 2002 City budget is amended pursuant to E�ibit A of this resolution.
Bostrom
Coleman
Harris
Lantry
Keiter
Adopted by Council: Date _
Adoption Certified by Council
By:
Approved by Mayor: Date
By'
Requested by Department of:
Approved by Mayor
Submission to Council
By'
Form Approved by City ttomey �
/
>
�
By:
a a-���
i�:�ar.�rr_�
Resolution
City of Saint Paul, Minuesota
FY 2002 Budget Amendment
Internal Borrowing Fund #07(
The Office of Financial Servic
necessary.