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06-520��� � 7� l o� Referred To Committee Date _ PTOposed City Coimcil Resolution [ I'he Amherst H. Wilder Foundation} 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 1idi:l0�t7:�I_�'0 1. The Port Authority of the City of Saint Paul (the "Port Authority") has given its approval to the issuance of its Variable Rate Demand Revenue Bonds (The Amherst H. Wilder Foundation Project) Series 2006-3 (the "Bonds") in the aggregate principal amount of $33,31 Q000. The proceeds of the Bonds will be loaned to The Amherst H. W ilder Founda6on, a Minnesota nonprofit coiporation ("Wilder") for its use in financing a project consisting of a 99,136 square foot Wllder Center and related pazldng ramp located at Lexington and University Avenue in the City of Saint, Minnesota (the "PiojecY'). 2. Laws of Minnesota 1976, Chapter 234, pxovides that any issue of revenue bonds authorized by the Port Authoriry shall be issued only with the consent of the City Council of the City of Saint Paul, by resolution adopted in accordance with law. 3. Approval of the issuance of the proposed Bonds by the City Council is also xequired by Secrion 147( fl of the Internal Revenue Code of 1986, as amended. 4. To meet the requirements of both state and federal law, the Port Authority has requested that the City Council give its requisite approval to the issuance of the proposed Bonds by the Port Authority, subject to final approval of the detaIls of said Bonds by the Port Authority. NOW, THEREFORE, BE IT RESOLUED by ffie Council of the City of Saint Paul that, in accordance with the requirements of Secrion 147(� of the Internal Revenue Code of 198b, as amended, and in accordance with Laws of Minnesota 1976, Chapter 234, the Ciry Council hereby approves the issuance of the aforesaid Bonds by the Port Authority for the piuposes described in the Port Authority resolurion adopted May 23, 2006, the exact detaIls of which, including but not limited to, provisions relating to principal amount, mahuiries, interest rates, discount, redemprion, and the issuance of additional bonds aze to be detemiiued by the Port Authority, and the City Council hereby authori2es the issuance of any additional bonds (including xefunding bonds) by the Port Authority found by the Port Authoxity to be necessary for carrying out the purposes for wluch the aforedescribed Bonds aze issued. Adopted: , 2006 RESOLUTION CITY OF SAINT PAUL, MINNESOTA Council File # �'J Green Sheet # �a 3 o g97 365�7.v1 ab 5ao ��-���� i Amendment to CF 06-520 Green Sheet #303�897 __. Canduit Bond Approval for Wilder Center and R�late� Pazki�g �Z�r-- BE IT k'URTHER RESOLVED, that the City Council requests that the Amherst H. Wilder Foundation work with the Capitol Region Watershed District to develop a suitabie storm water management plan for the entire site; AND SE IT FINALLY RESOLVED, that the City Council requests that the Wilder Foundation utilize LEED certified architects and planners to help maximize the efficiency and sustainability of the Wilder Center and the related pazking ramp. • � Adopted: �� -j o1O Yeas Beaaaav_- ✓ Bostrom r ,/ Hazris V Helgen c/ Lantrv V Montgomery �/ Thune � / Absent Request�ed b Departq�ezit a� —��"-- --� 1 I AdoptedbyCouncil: Date ��� ( v� Adoprio�fied by�oungil Secretary By: Approved by � � � Foim Appro d by Ciry Attomey By: �� � - G .__ �'� s-av a� Approvec� ty�vI�yor or Sub ' sio o Council 7�—! By: L�L. 36557.v1 � Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet pp � ��`��: ����� � Green Sheet NO: 3030897 Contact Peison & Phone: � Pete Klein 2245686 �-'�'�sF6'e on Gouncil Agenda by (Date): � �y�� �Od6 I ContradType: � E2-01HER AGREEMENf/CONTRACT ' I i� � /. _ ♦ Number ! _ _ � � _ _ � ,� j 2 ortAOtL riN �•D o romentDlrector Fo� � RouUng 3 a m"s c I a or Order 4 CouncO I C5ri Council 5 I br5rinatine Denartme V 7 Total # of Signature Pages _(Clip All Locations for SignaWre) � Action Requested: i Approval of the issuance of approximately $33,310,000 of 501 (o) (3) conduit tax exempt bonds for the construction of a 99,136 square i foot Wilder Center and related pazking xamp bcated at Lexington and Universiry Avenue in the Ciry of Saint Paul. idations: Appro�e (A) or R Pianning Commission Cie Gammittee Cieil Senice Commission (R): � Personal Service Contracts MustMswer 1. Has this perswJfimi e�er vmrfced urWer a contract for this departmeM� Yes No 2. Has this persoNfirm e�er been a city emptoyee? Yes No 3. Does this persoNBrm possess a skill rrot nortnally possessed by any , cuKeM city employee? Yes No Facplain ail yes answers on separete sheet antl attach to green sheet Initiating Problem, lssues, OppoRUnity (Who, What, When, Where, Why): The Amherst H. Wilder Foundation has outgrown its cutrent faciliry and it needs a more cenhal locarion tp 6etter serve the citizens of 5amt Paul. AdvanWqeslfApprovetl: The issuance of the bonds will allow the Amherst H. Wilder Foundation to improve the services provided to Saint Paul tesidents. Disadvantages flApproved: None. Disadvantages If Not Approved: The promotion of the social welfaze of Saint Paui residents would be d'vninished. ww� a�mounc or Transaction: $33,310,000 Cosf/Revenue Budgeted: Fund'mq Source: Port AuthOrity 501 (C)(3) AelivilY Number. Financiallnfortr�atian: Conduit tax exempt (Explain) bOf1d5 May 26, 2006 7:28 PM Page 1 1900 Landmark iowers 345 St. Peter Street Saint Paul, Minnesota 55102-1661 1300 City Hall Annex 25 West Fourth Street Saint Paul, Minnesota 55102 pORr ,v 9 R' �t � 2 r � 2 � 'b l ,ti � May 24, 2006 Mr. Tony Schertier, Acting Director Planning & Economic Development Department RE: AMHERST H. WILDER FOUNDATION (WILDER} Dear er er��/� We submit for your review and referral to the office of the Mayor, City Gouncil, and City Attorney's office, details perta+ning to the issuance of 501(c){3) conduit tax exempt bonds in the approximate amount of $33,310,000 to finance the construction of a 99,136 square foot Wilder Center and related parking ramp located at Lexington and University Avenue in the City of Saint Pau�. The City of Saint Paul's entitlement aliocation will not be affected by this application. In addition to the staff memorandum, we are attaching a draft copy of the proposed City Council Resolution and a ce�py of the Resolution conducting the requ�red pub(ic hearing and authorizing the sale of the 504(c)(3) conduit tax exem�.t bonds in the approximate amount of $33,310,000 that was approved by the Port Authority's Board on May 23, 2006. The consideration of this action is requested at the June 7, 2006 City Council meeting. As always, yous assistance is greatly appreciated. Sincerely, ��_ Kenneth R.Johnson President KRJ:ah Attachment cc: Mayor Colerttan Pete Klein 36511.v� Tel: 651-224-5686 Fax:651-223-5198 Toll Free: 8�� :28-8417 wwwsppa.tom �i . ♦ � SAINT PAUL PORT AUTHORITY MEMORANI�LtM - -- -- ----- --_ _-------- - -" fi0: � BOARD OF COMMISSfONERS (Meeting of May 23, 2008) EZ�� t��-Sa � May 17, 2046 t ~ FROM: Peter M. Klein Laurie J. Hansen Kenneth R. Johnso �/�� SUBJECT: AMHERST H. WiLDER FOUNDATION (INILDER) AUTHORIZATION FOR API APPROXIMATE $33,310,000 CONDUIT TAX EXEMPT BOND ISSUE PUBLIC HEARING 42ESOLUTtON NO. 4172 ACTION REQUESTED Approvai fior the issuance of an approximate $33,310,000 of conduit tax exempt bonds for Wilder. PUBLIC PURPOSE Bond proceeds wiii provide a portion of the funding necessary for Wi�der to construct the Wilder Center described below. The consolidation of operating sites and better accessibility to cliental, which will be provided by the new Wilder Center, will allow Wilder to more efFiciently assist with many human resource needs in our community. BUSINESS SUBSIDY The proposed issuance of bonds is for a not-for-profit organization and is exempt from treatment as a business subsidy. BACKGROUND The Wilder Foundation began a century ago througi� the wilis of a wealthy entrepreneur, Amherst Holcomb Wiider, his wife, Fanny Spencer Wilder, and their daughter, Cornelia Day Wilder Appleby. The Wilder family wanfed to create a charity that would assist the most vulnerabie of Saint PauV's citizens. Their vision has remained the basic mission of the Foundation throughout its history: To promote the social welfare of persons resident or Iocated in the greater Saint Paul metropolitan area by ail appropriate means, inciuding: • relief of fhe poor • care of the sick and aged • care and nurture of children • aid of the disadvantaged and otherwise needy • promotion of physical and mentaf health • support of rehabifitation and corrections • provision of needed housing and social services • operation of residences and facilities for the aged, the infirm and those requiring speciaf care 36437.v1 r. , . PROJECT See attached report. �- ` --^ POUCY EXCEPTIONS � None. WORKFORCE IMPLIGATIONS Wilder employs approximately 600 people in the Saint Paul area, most of whom live in Sainf Pau{. DISCLOSURE The Port Authority Commissioners by SEC rules are obligated to disciose any risks of facts you may be aware of that would affect the probability of repayment on these bonds. RECOMMENDA740N We recommend approval of this transaction. PMK;ah 36437.v1 0�-5a� AMHERST H. WILDER FOUNDATION Action Repuested: Approvai of final fior Wilder. of conduit tax exempt bonds Proiect Summarv: The proceeds of the Bonds will be used for fhe acquisition, construction and equipping of the new 99,136 square foot Wiider Center, and refated parking ramp, to be located at the southwest comer of Lexington Parkway and University Avenue in Saint Paul. Tvae: Term Issuer Borrower Trustee Letter of Credit Bank Underwriter Remarketinq Aqent: Bond Counsel Borrowers Counsei: Underwriter's Counsel Letter of Credit Bank Counse Qualified 501{c)(3) bonds. Series 2006-3 - 30 years Saint Paul Port Authority Amherst H. Wilder Foundation Wells Fargo Corporate Trust Services The Bank of New York Piper Jaffray & Co. Piper Jaffray & Co. Leonard, Street & Deinard Briggs & Morgan, P.A. Leonard, Street & Deinard Pilisbury Winthrop Shaw Pittman, LLP 36437.v1 06 �,a o The Foundafion: The Amherst H. Wilder Foundation is a nonprofit heafth and human services organization that has served the greater Saint Paui, Minnesota, area since 1906. it operates dozens of programs that he4p children succeed in schooi, oider adults remai.o..ind , ----- ----- — yau�ti creafe healthy futures, and individuafs and fami)ies maintain long-term housing. Wilder employs approximately 600 individuals, has over 500 volunteers and serves over 17,000 individuals with an ann�al budget of $53,000,000. Estimated Sources and Uses of Funds: Sources of Funds Bond Proceeds Equity Total Use of Funds Acquisition of land New construction Demolition & site preparation: (included in new construction} Acquisition and insta4lation of equipment: Construction interest & fees: Architectural, engineering, inspection, fiscal, {egal, administration, or printing: Contingencies Other Total $ 33,310,000 4,299,141 $ 37.609.141 $ 3,212,500 23,653,900 5,232,068 1,505,000 1,595,673 2,410.000 $ 37.609.141 The Bonds: The Bonds will be issued in fhe approximate principal amount of $33,310,000. The bonds will bear interest at a variab{e rate esfablished by the Remarketing Agent. The period between rate resets will vary between daily, weekiy and monthly at the option ofi the borrower. Fees: The Port Authorify will receive a fee of .125% of the principa{ amount of the bonds at ciosing, and .125°l0 of the principal amounf of the outstanding bonds annually thereafter. 36437.v1 /. � • Conduit Financinq: The bonds wiil be conduit financing of the Authorify and will not constitufe or give rise to a liability of the Authority, the City of Saint Paul, or the State of Minnesota or a charpe aaainst the�c nPnP_.�:�;��-!* -- — � Loan Aqreement: Under the Indenture, the Authority has pledged its interest in fhe Loan Agreement to the trustee to secure the bonds. The trustee is authorized to exercise the rights of the Authority and to enforce the obligations of the borrower under the Loan Agreement. Letter of Credit: The bonds are offered primarily based on the financial strength of the Letter of Credit bank and not based on the financial strength of the Borrower, although the Borrower wili be separately rated by Moodys. The Letter of Credit will terminate in June 2011 unless sooner terminated in accordance with its terms. The Letter of Csedit may be extended at the request of the Borrower for additional one-year or longer periods_ If the Letter of Credit is not renewed or replaced, the bonds wiil be subject to mandatory redemption and the frustee wifi be instructed to draw on the Letter afi Credit before it expires to pay pri�cipal and interest then due. Recommendation: We recommend approva4 of authorizing issuance of the approximate $33,310,000 conduit tax exempt bond issue an behalf of Wilder. 36437.v1 � � D�-,�� d Resolution No. 4172 RESOLUTION OF THE _._ _-_ PORT AUTHOffiTY OF TH�GI_ Wf�REAS: 1. It has been proposed that the Port Authority of the City of Saint Paul (the "Port Authorit}�') issue its Variable Rate Demand Revenue Bonds (the `Bonds") in an aggregate principal amount of approximately $33,310,000 and that the proceeds of such Bonds be loaned to The Auiherst H. Wildex Foundation, a Minnesota nonprofit corporation ("Wilder") for its use in financing a project consisting of a 99,136 square foot Wilder Center and related pazking ramp located at Lexington and University Avenue in the City of Saint Paul (the "ProjecY'). 2. The Bonds vrill be issued and secured by the terms of an Indenture of Trust (the "Indenture'� between the Port Authority and Wells Fargo Corporate Trust Services {the "Trustee") and will be payable primarily from draws made on an irrevocable letter of credit (the "Letter of CrediY') issued by The Bank of New York (the "Credit Enhancer") pursuant to an agreement (the "I,etter of Credit AgreemenY') between Wilder and the Credit Enhancer. The proceeds of the Bonds wi11 be disbursed under the Indenture pursuant to instructions from the Credit Enhancer. 3. Wilder and the Port Authority will also enter into a Loan Agreement (the "I,oan AgreemenY') in which Wilder will agree to maintain the Letter of Credit and make all payments due either to the Credit Enhancer or on account of the Bonds. 4. The Port Authoriry has been advised by Wilder that the economic feasibility of operating the Project would be significautly reduced without the proposed revenue bond financing, and that it has been acting to date in anficiparion of the availability of tax exempt financing for the Project. 5. The Port Authority desires to: promote the general welfare of the City of Saint Paul and the metro east community; enhance the image and reputation of the City of Saint Paul (the "City") and metro east community; and reduce the cost of bonowing for the Project, and the issuance of the Bonds to refinance the Project will assist in achieving those objectives. 6. The Port Authority's Credit Committee has given its approval to the proposed issuance of the Bonds. 7. Pursuant to the requirements of Section 141(fl of the Internal Revenue Code of 1986, as amended, and pursuant to a notice published by the Port Authority not less than 15 days prior to the public hearing, a public hearing was held on May 23, 2006 on the issuance of the Bonds, at which public hearing all persons were given an opportunity to speak. 36426.v1 � � 8. The Bonds and the interest on the Bonds shall be payable solely from the revenue piedged there£or and the Bonds shatl not constitute a debt of the Port Authoriry within the meaning of any consriturional or statutory limitation of indebtedness, nor shall the Bonds constitute nor b ve rise to a pecuniary liability of the Port Authority or the City or a chazge against their general credit or taYing powers and shall not constitute a charge, lien or encumbrance, Iegal or equitable, upon any property of the Port Authority or the City other than their interestin said Pzoject. 9. IT is intended that interest on the Bonds be excluded from gross income of the holders thereof for federal income taY purposes. NOW, THEREFORE, BE TI' RESOLVED BY THE BOARD OF CONIMISSIONERS OF THE PORT AUTHORITY OF THE CITY OF SAINT PAUL, AS FOLLOWS: A. dn the basis of informafion available to the Port Authority it appears, and the Port AutYtority hereby finds, that: the Project constitufes properties, used or useful in connection with one or more revenue producing enterprises engaged in any business within the meaning of the Minnesota Stat�zYes, Chapter 469 (tke "AcY'); the Project $irthers tlte putposes stated in the Act; and it is in the best interests of the port district and the people of the City of Saint Paul, Minnesota and in fiirtlierance of the general plan of development to assist Wilder in financing Yhe Project. B. Por tha purpose of financing the Project, and paying certain costs of issuance and other expenses in connection witli the issuance of the Bonds, and provided that the Project and its financing receive approval by the Department of Employment and Economic Development ("DEED'�, the Port Authority hereby authorizes the issuance, sale and delivery of the Bonds in an aggregaYe princzpai amount of approximately $33,310,000. The Bonds shatl be in such principal amounts, beaz interest at such rates, mature, and be subject to redemption prior to maturity as sha11 be detennined by the President and the Chief Financial Officer of the Port Authoriry and Bond Counsel. The Bonds shall be numbered, shall be dated, and shall be in such form and have such other details and provisions as may be prescribed in the Indenture, substantially in the form now on file in the offices of the Port Authority. C. Neither the $onds, nor the interest thereon, shall constitute an indebtedness of the Port Authoriry or the City within the meaning of any consfitutionai or stahxtory debt Iimitation; nor shall they consritute or give rise to a pecrniary liability of the City or the Port Authority or a chazge against their general tasing powers and neither the fizll faith and credit nor the general taxing powers of the City or the Port Authority is pledged to the payment of the Bonds or interest thereon. D. Forms of the following documents kave been submitted to the Port Authority for review and/or approval in connectzon with the sale, issuance and delivery of the Bonds: 36426.v1 � , �� - �7 �,D 1. Bond Purchase Agreement (the "Bond Purchase AgreemenP') to be entered iato between the Port Authority, Wilder and Piper Jaf&ay & Co. (the "Underwriter"}; ----.__._ _.._._____._.__ �- _� 3. the Loan Agreement; 4. form of the Bonds; 5, the Official Statement to be used in marketing the Bonds (the "Official StafemenY'}; 6, the Remarkering Agreement to be entered into by and between Piper Jaffray & Co. (the "Remarketing Agent") and Wilder (the "Remarketing Agreements"); and 7. the Reimbursement Agreement, including a form of the Letter of Credit. (collectively, the "Documents"). E. It is hereby found, determined and declazed that: i. The issuance and sale of the Bonds, the execution and delivery by the Port Authority of the Documents, as applicable, and the performance of al] covenants and a�eements of the Port Authority contained in the Aocuxnents, as appiicable, and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Documents and the Bonds valid and binding obligations of the Port Authority in accordance with their terms, are authorized by the Act; 2. It is desirable that the Bonds be issued by the Port Authority upon the general terms set forth in the Documents, as applicable; 3. Under the provisions of and as provided in the Documents, the Bonds are not to be payable from or a charge upon any funds other than the revenues pledged to the payment thereof; no hoider of the Bonds shall ever have the right to compel any exercise by the City or the Port Authority of its ta�cing powers to pay the Bonds or the interest or premium thereon, or to enforce payment thereof against any property of the City or the Port Authority except the interests of the Port Authority and the City which have been pledged to the Trustee under the Indenture; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City or the Port Authority �cept the intei of the Port Authoriry and the City which have been pledged to the Trustee under the Indenture; the Bonds shall each recite that they are payable, including interest thereon, solely from the revenues pledged to the payment thereof; and the Bonds 36426_vi . shall not constitute a debt of the City ar the Port Authority within the meaning of any constitutionai or statutory Iunitation. F. The forms of the Documents and exiubits thereto are approved substantially in the forms submitted and on file in the offices of Port Authority, with such subsequent ckauges as may be approved by Port Authority management and Bond Counsel as contempiaYed by pazagraphs B and H. The Chair and Seczetary of the Port Authority, or such other officer as may be appropriate in the absence of either tlie Chair or Secretary, aze hereby authorized to execute the Documents (to the extent the Port Authority is a party thereto) in substantialiy the forms submitted, as modified pursuanT to paragraphs B and H, and any other documents and certiflcates which in the opinion of Port Authority management and Bond Counsel ate necessary to the transaction herein described The execution of any instrument by the appropriate officer or officers of the Port Authority herein authorized shall be conclusive evidence of the approval of such documents in accordance witk the terms hereof. The execution of any documents necessary for the transacrion herein described by individuals who were at the time of execution thereof the aufhorized officers of the Port Authority shall bind the Port Authority, notwithstanding that such individuals or any of them has ceased to hold sucfi office or offices prior to the authenricarion aad delivery of the Bonds. Copies of all of the documents necessary to the iransaction described shall be delivered, filed and recorded as provided herein and in the Indenture. G. The President and other officers of the Port Authority aze authorized and direcYed to prepare and fumish to the IInderwriter and Bond Counsel certified copies of proceedings and records of the Port Authority relating to the issuance of the Bonds and other iransacfions herein contemplated, and such ather affidavits and certificates as may be required to show the facts relating to the legality of the Bonds and the other transactions herein contemplated as such facts appeaz from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore fumished, shall constitute representations of the Port Authority as to the truth of all statements contained therein. H. The approval hereby given to the various Documents referred to above includes approval of such additional detaiis therein as may be necessary and appropriate, and such moclifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the Port Authority's Presidettt and Chief Financial Officer; and includes approval of, among other things: 1, the interest rate or rates to be bome by the Bonds; 2. the establishment of the maturity schedule and calt provisions to be applicable to the Bonds; and 3. such related instruments as may be requized to safisfy the conditions of any purchaser of the Bonds. 36426.v2 r . �'�� � I. T'he Port Authority hereby consents to the distribufion of the Official Statement, as such Of$ciai Statement is finalized with the participation of Port Authority management and Bond Counsel. The propasal of the Underwriter to purchase the Bonds upon the terms and conditians set forth in the Bond Purchase A�reements is hezebx-fsut�-a�t�eterhTin�Ce to be J. The authority to approve, execute and deliver future amendments to financing documents entered into by the Port Authoriry in connecrion with the issuance of the Bonds and the other transactions herein contemplated, is hereby delegated to the President of the Port Authority, provided that: (a) such amendments do not require the consent of the Credit Enhancer or the holders of the Bonds or if required, such consent has been obtained; (b) such amendments do not materially adversely affect the interests of the Port Authority as the issuer of the Bonds; (c) such aznendments do not contravene or violate any policy of the Port Authority; and (d) such amendments aze acceptable in form and substance to Bond Counsel. The execution of any instrument by the President of the Port Authozity shall be conclusive evidence of the approval of such instruments in accordance with the terms hereof. K. No covenant, stipulation, obligation or agreement contained herein or in the Documents shall be deemed to be a covenant, stipularion, obligation or agreement of any member of the Board of Comsnissioners of the Port Authority, or any officer, agent or employee of the Port Authority in that persons individual capacity, and neiYher the Board of Commissioners nor any officer execufing the Bonds shall be liabie personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. L. The actions of Port Authority management in causing the publication of the notice of public hearing, and in the preparation of the Documents, are hereby ratified and confirmed. Adopted: May 23, 2006 PORT AUTHORITY OF THE CITY OF SAIN'�PAUL By ���W�X � d Its Chair ATTBST: By Its Secretaz 36426.v1