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03-575CouncilFile# ��' � S�S GreenSheet# !;pOOS'00 MINNESOTA Presented By Refeired To a3 Committee: 2 RESOLUTION OF THE CITY OF SAIIVT PAUL, MINNESOTA 3 (A) GIVING FINAL APPROVAL TO THE EXECUTION OF DOCLJMENTS 4 NECESSARY TO REFINANCE THE RADISSON CITY CENTER HOTEL AND 5 (B) APPROVING THE ISSUANCE OF TAX-EXEMPT REVENUE BONDS 6 BY TI� PORT AUTHORPI'Y FOR SUCH PURPOSE 9 WHEREAS, it is a specifically stated goal of the City of Saint Paul (the "City") to increase 10 overnight visitor activity to downtown Saint Paul in support of the retail, food service and 11 entertainment facilities currently located in downtown Saint Paul, and to encourage additional 12 development of such facilities; and 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 Wf�REAS, in support of this goal, the City Council of the City and the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the "HRA") have previously adopted resolutions and entered into contracts relaring to the acquisition and renovarion of the hotel facility located in the downtown complex known as Town Square (the "Radisson City Center"), including the issuance of the $5,900,000 Port Authority of the City of Saint Paul Hotel Facility Revenue Bonds, Series 1995 (the "Prior Bonds"); and Wf�REAS, the Radisson City Center, which facility is currently owned by Capital City Properties ("CCP"), a 501(c)(3) affiliate of the Port Authority of the City of Saint Paul (the "Port Authorit}�'); and WIIEREAS, on May 27, 2003, the Port Authority adopted its resolurion giving its approval to the issuance of (a) approximately $5,235,000 of tas-exempt revenue bonds (the "Bonds") to refund the Prior Bonds and (b) up to $2,000,000 of future tas exempt revenue bonds as Additional Bonds under the Indenture of Trust to be executed in connection with the Bonds (the "Future Bonds") to finance the renovafion of the Radisson City Center; and R�HEREAS, payment of principal and interest on Yhe Bonds (but noY the Fuhu Bonds) will be secured by a moral obligation agreement of the City of Saint Paul (the "Cit}�') for which the City will receive, as a credit ei�liancement fee: (a) an annual amount equal to 12.5% of the annual cash flow and (b) $2,500 per yeaz (collecrively the "City Fees"); and WIIEREAS, it has been further proposed that the City's moral obligation pledge be supported by (a) a reserve funded from amounts now on hand in connection with the Prior Bonds in an initial amount equal to one year's debt service on the Bonds; and (b) such other amounts as are more fully provided in the Amended and Restated Radisson City Center Moral Obligation Ageement to be executed by the HRA, the City, the Port Authority and CCP in connecrion with the issuance ofthe Bonds; 03 -S`15 1 WFIEREAS, the reimbursement of any amounts which aze paid by the City pursuant to its 2 moral obligarion pledge will be secured by a subordinate Mortgage, Security Agreement and Fixture 3 Financing Statement (the "City Mortgage") originally executed by CCP in favor of the City in 4 connection with the Prior Bonds and amended in connecrion with the issuance of the Bonds; and WIIEREAS, it is necessary and desirable, and in the best interest of the City, to support the proposals and transactions described above. NOW THEREFORE, BE TT RESOLVED by the City Council of the City of Saint Paul, 10 Minnesota, as follows: 11 12 1. Neither the Bonds, nor the interest thereon, shall constitute an indebtedness of the 13 City within the meaning of any constitutional or statutory debt limitation and shall not constitute or 14 give rise to a pecuniary liability of the City or a chazge against its general taxing powers and neither 15 the fixll faith and credit nor the general taacing powers of the City is pledged to the payment of the 16 Bonds or Notes or interest thereon. 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 2. Forms of the following documents have been submitted to the City for review and/or approval in connection with the approval given in paragraph 2 above and in connection with the sale, issuance and delivery of the Note and the Bonds: (a) the Amended and Restated Radisson City Center Moral Obligation Agreement to be entered into among the Port Authority, CCP, the City and the HRA; and (b) the Continuing Disclosure Agreement to be entered into among the City, the Port Authority and CCP; and (c) the General Amendment to 1995 Documents providing for, among other things, the amendment of the City Mortgage and the Intercreditor Agreement entered into among the Port Authority, CCP, the City, the IIRA, Carlson Real Estate Companies and the Trustee in connection with the issuance of the Priar Bonds, and with respect to their various interests in the Radisson City Center; (collectively the "Documents") 3. It is hereby found, determined and declared that: (a) The execufion and delivery by the City of the Documents and the performance of all covenants and agreements of the City contained therein, and of all other acts and things required under the Consritution and laws of the State of Minnesota to make the Documents valid and binding obligations of the City in accordance with their terms, are authorized by Minnesota Statutes, Sections 469.041; (b) It is desirable that the Bonds be issued by the Port Authority upon the general terms set forth in the Indenture and the Documents, as applicable; 2 O�-SZS 2 0 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 (c) Under the provisions of and as provided in the Indenture and the Documents, the Bonds aze not to be payable from or a charge upon any funds other than the revenues pledged to the payment thereof; the City is not subject to any liability thereon; no holder of any Bonds shall ever have the right to compel any exercise by the City of its t�iug powers to pay the Bonds or the interest or premium thereon, or to enforce payment thereof against any property of the City; the Bonds shall not constitute a chazge, lien or encumbrance, legal or equitable, upon any property of the City; the Bonds shall recite that the Bonds are issued without moral obligarion on the part of the State or its political subdivisions (except for the moral obligation pledge of the City set forth in the Radisson City Center Moral Obligarion Agreement), and that the Bonds, including interest thereon, are payable solely from the revenues pledged to the payment thereof; and the Bonds shall not constitute a debt of the City within the meaning of any constiturional or statutory lunitation. 4. The forxns of the Documents are approved substantially in the form submitted and on file in the offices of the City, with such subsequent changes as may be approved by the City staff, counsel to the City and Leonard, Street and Deinard as Bond Counsel as contemplated by paragraph 7. The Mayor and Director, Office of Financial Services of the City, or such other officers as may be appropriate in their absence, aze hereby authorized and directed to execute the Documents in substantially the form submitted, as modified pursuant to paragraph 7, and any other documents and certificates which in the opinion of the City Attomey and Bond Counsel aze necessary to the transac$on herein described. The execution of any instnunent by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. Copies of all of the documents necessary to the transaction described shall be delivered, filed and recorded as provided herein and in the Indenture. 5. The appropriate officers of the City are authorized and directed to prepare and fiunish to the initial purchaser of the Bonds and Bond Counsel certified copies of proceedings and records of the City relating to the transacrions herein contemplated, and such other affidavits and certificates as may be required to show the facts relating to the legality of the transactions herein contemplated as such facts appeaz from the books and records in the officers' custody and control or as otherwise lmown to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. 6. The approval hereby given to the Documents referred to above includes approval of such additional details therein as may be necessary and appropriate, and such modificarions thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City's Director, Office of Financial Services. 7. The authority to approve, execute and deliver future amendments to documents entered into by the City in connection with the transactions herein contemplated, is hereby delegated to the Director, Office of Financial Services subject to the following conditions: (a) such amendments do not materially adversely affect the interests of the City or the HRA; (b) such amendments do not contravene or violate any policy of the City or the HRA; and (c) such amendments are acceptable in form and substance to the Director, Office of Financial Services, the City Attorney and Bond Counsel. The execution of any instrument by the Director, Office of p3 -S�1$ 2 3 4 6 7 10 11 12 13 14 15 16 17 18 19 20 21 22 Financial Services shall be conclusive evidence of the approval of such instrmnents in accordance with the terms hereof. 8. No covenant, sripularion, obligation or agreement contained herein or in the Documents shall be deemed to be a covenant, sripulation, obligation or agreement of any member of the City Council, or any officer, agent or employee of the City in that persons individual capacity, and neither the City Council nor any officer executing the Documents shall be liable personally thereunder or be subj ect to any personal liability or accountability by reason thereof. 9. The City Council hereby consents to the issuance by the Port Authority of the Bonds for the purposes described herein and in the Port Authority resolutions, and secured by the moral obligation of the City. The exact details of the Bonds, including but not limited to provisions relating to maturities, interest rates, discount, redemption, and for the issuance of additional bonds are to be deterxnined by the Port Authority. The City Council hereby authorizes the issuance of any refunding bonds by the Port Authority, found by the Port Authority to be necessary for carrying out the purposes for which the Bonds are issued, provided that (a) the moral obligation of the City shall not apply to any refixuding bonds, without the express subsequent approval of the City Council; and (b) any interests of the IIRA which aze to continue following such refunding have been, in the opinion of the City Attorney, adequately secured. It is fiuther understood and agreed that the City shall receive a fee upon issuance of the Future Bonds of $2,500. Requested by Department of: Office of Fi�}�i 1 Services T// By: �`� � Adopted by Council: Date � \\ �.oa'a � Adoption Certified by Council Secretary Approved by � Form Approved by City Attorney By: �ISGt� t�'. UL/.l� �lby Mayor for �`�' � Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet D3 -S'rl5 FS — Financial Savica Contact Person 8 Phone: Todd Hurley 266-8837 Must Be on Council Agenda by 11JUN-03 Z�Y-03 I Green Sheet NO: 3000800 Deoarhnent SentToPerson InitiaVDate 0 inancial 1 mancialServica De arhnentDir tor 2 i A � 3 ia or's ftice MavodAssisfant 4 uo il � Assign Number For Routing Order Total # W Signature Pages _(Clip All Locations for Signature) Action Requestesi: � - Resolu6on gives fuml approvai to execution of documents necessary to refinance the Radisson Ciry Center Hotel & approves issuance of tax-exempt revenue bonds by the PA. idations: Approve (A) or F Planning Commission CIB Committee Civil Service Commission Personal Service Following QuesGons: t. Has this personffirtn ever worked under a contrect for this department? Yes No 2. Has this person/firtn ever been a city employee? Yes No 3. Does this perso�rm possess a skill not nortnally possessetl by any current city employee? Yes No Explain all yes answers on separate sheet and attach to green sheet Initiating Problem, Issues, ppportunity (Who, What, When, Where, Why): Bonds aze for the pnrpose o£ refunding the Port Authority's $5,900,000 Hotel Facility Revenue Bonds, Series 1995; resulting in significant savings. . .. °j �'•��,�`tt�'r, ? E' AdvanWpeslfAPProved: "�'�:;�� �' ;-� `�+�'��^ Financing will be availabie to refund the Port Anthoriry's $5,900,000 Hotel Facility Revenue Bonds, Series 1995, resulting in si�ificant savings. Disadvanta5les If Approved: None. Disadvantages if Not Approved: These savings wili not occau. oWlAmountof 5235000 Treosaction: Fundinq Source: flnancial Information: � (Exptain) CosURevenue Budgeted: Activity Number.