09-414��
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Council Rile #, �/ � - "I I '
Green Sheet # 3069310
RESOLUTION
OF
Presented By
Referred To
2
PAUL, MINNESOTA
AUTHORIZING A LEASE PURCHASE
AGREEMENT FOR RIVERCENTRE PARKING RAMP
IMPROVEMENTS, AND AUTHORIZING THE
EXECUTION OF VARIOUS DOCUMENTS
5 WHEREAS, the City of Saint Paul, Minnesota (the "Ciry"), under its City Charter
6 and Minnesota Statutes, Section 465.71, is authorized to enter into a lease purchase agreement
7 for real or personal property, and proposes to do so for continuing financing undertaken in 2000
8 and for costs in 2009 of remodeling and improving the RiverCentre Parking Ramp and
9 connecting skyway (the "Parking Ramp"); and
10 �VHEREAS, pursuant to Minnesota Statutes, Sections 469.OQ1 through 469.047
11 (the "I1RA AcY'), and its predecessor statutes, the Housing and Redevelopment Authority of the
12 City of Saint Paul, Minnesota (the "HRA"), adopted a Redevelopment Plan Seventh Place
13 Redevelopment Proj ect (the "Redevelopment Plan") which includes activities for the
14 RiverCentre and the improvements to the Parking Ramp; and under the HRA Act and
15 Redevelopment Plan, the HRA may issue revenue bonds to finance the improvements
16 undertaken in 2000 and 2009 to the Parking Ramp; and pursuant to the Hitt� Act and the general
17 powers granted to the City under its City Charter, the City may lease the improvements
18 undertaken in 2000 and 2009 to the Parking Ramp from the I1RA; and
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WHEREAS, the Ciry has requested that the HRA issue, and the HRA wishes to
issue, its Parking Facility Lease Revenue Bonds, Series 2009 (RiverCentre Parking Ramp
Improvements) (the "Bonds"), pursuant to an Indenture of Trust dated as of May 1, 2009 (the
"Indenture"), by and between the HRA and U.S. Bank National Associarion (the "Trustee"), (1)
to refund the outstanding bonds of the HRA's $7,240,000 Parking Facility Lease Revenue Bonds,
Series 2000 (RiverCentre Parking Ramp Improvements) (the "Refunding" of the "Priar Bonds"),
and (2) to finance the remodeling and improvement in 2009 of the Parking Ramp (the "Project"
or "New Improvements"); and
27 WHEREAS, the Bonds are to be secured by the Indenture and by a Lease
28 Agreement Regazding Acquisition, Construction, Installation and Lease of Improvements
29 Designated as Personal Property dated as of May 1, 2009 (the "Lease"), by and between the
30 HRA and City, under which payments by the City pursuant to the Lease will'be pledged to the
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31 payment of the Bonds; and under the Lease the City has the right, as required by Minnesota
32 Statutes, Section 465.71, to terminate the Lease at the end of any fiscal year during its term; and
33 WHEREAS, it is necessary and desirable and in the best interests of the HRA and
34 City for the HRA to issue the Bonds in the ag�egate principal amount not to exceed �7,300,000
35 on the terms and conditions set forth in the Indenture, and secured as provided in the Indenture
36 and Lease, for the foregoing purposes; and
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WHEREAS, the HRA Bonds will bear tax-exempt interest but the Lease will not;
and
WHEREAS, the Saint Paul RiverCentre Convention & Visitors Authority (the
'RCVA") will provide a portion of the moneys for making the payments on the Lease:
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint
Paul, Minnesota, as follows:
1. Documents Submitted. In connection with the proposed Lease, forms of
the following documents have been submitted to the City Council for approval:
45 a. the Lease;
46 b. a Bond Purchase Agreement (the "Bond Purchase Agreement") to be entered into
47 by and among the HRA, the City and Piper Jaffray & Co. and Wells Fargo
48 Brokerage Services, LLC (the "Underwriters"); and
49 c. a Continuing Disclosure Agreement relating to the Bonds by and aniong the
50 Trustee, HRA and City (the "Continuing Disclosure Agreement").
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Items (a), (b) and (c) are referred to in this Resolution as the "Lease Documents".
2. Lease Documents. The Lease, Bond Purchase Agreement and Continuing
Disclosure Agreement are hereby approved in substantially the forms submitted, with such
deletions, completions and changes therein as are necessary and appropriate and approved by
Bond Counsel, the City Attorney and City Staff. The Mayor and Director, Office of Financial
Services, are hereby authorized and directed to execute the Lease, Continuing Disclosure
Agreement and Bond Purchase Agreement. Such officers are also authorized and directed to
execute such other documents as are contemplated thereby or necessary in connection therewith.
59 3. PricinQ Committee. There is hereby delegated to (i) the Executive
60 Director of the IIRA (or her designee), (ii) a person designated by Springsted Incorporated,
61 acting as financial advisor with respect to the Bonds, and (iii) the Treasurer of the City and City
62 Debt Manager (collectively, the "Pricing Committee") the authoriry to agree with the
63 Undenvriters on the principal amount of Bonds to mature or be payable each year during their
64 term, the interest rate to be borne by each maturity of the Bonds, the premium, if any, payable
65 upon optional redemption of the Bonds (and the dates therefor), and the original issue discount or
66 premium, if any, to apply to all or any maturities of the Bonds, provided that the true interest cost
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67 of the Bonds shall not exceed six percent (b.0%) per annum and the masimum original issue
68 discount for any Bond shall not exceed rivo and one-half percent (2.5%) of the principal amount
69 thereof.
70 The determinations of the Pricing Committee as to terms shall be set forth in a
71 certificate signed by its members, and such terms shall be included in the Bond Purchase
72 Agreement, in the Indenture, in the form of the Bonds, and in other agreements and documents
73 as appropriate. Execution of the Bond Purchase Agreement by and on behalf of the City as
74 provided herein shall be deemed conclusive ratification and approval of the determinations of the
75 Pricing Committee.
76 The Underwriters' discount for the purchase price of the Bonds shall be three
77 quarters of one percent (0.75%) of the principal amount thereof (reducing for this purpose the
78 principal amount by any original issue discount and increasing for this purpose the principal
79 amount by any original issue premium).
80 4. Chan�es; Related Documents. The approval hereby given to the various
81 Lease Documents includes approval of such additional details therein as may be necessary and
82 appropriate, such modifications thereof, deletions therefrom and additions thereto prior to their
83 execution as may be necessary and appropriate and approved by the City Attorney, Bond
84 Counsel, appropriate City staff and the City officials authorized herein to execute them, and
85 includes approval of such related instnunents as may be required to be executed in connection
86 with the various documents referred to above. The City Attorney, Bond Counsel, City officials
87 and City staff are hereby authorized to approve said changes and related instruments on behalf of
88 the City upon determination by them that such changes and related instruments are consistent
89 with this Resolution and necessary or desirable to effectuate the purposes hereo£ The execution
90 of any instrument by the appropriate officer or officers of the City herein authorized shall be
91 conclusive evidence of the approval of such documents in accordance with the terms hereof. In
92 the absence of the Mayor or Director, Office of Financial Services, any of the documents
93 authorized by this Resolution to be executed by them may be executed by the Executive
94 Assistant to the Mayor or Acting Directoz, Office of Financial Services, respectively, or by any
95 other duly designated acting offieial.
96 5. P_ m•pose. The Lease shall provide funds to continue financing for parking
97 ramp improvements undertaken in 2000 and for the remodeling and improvement in 2009 of the
98 parking ramp at the RiverCentre (the "ProjecY').
99 6. Prepavment; Purchase. The Lease shall be subject to prepayment at the
100 option of the City upon exercise of the purchase option. At the expiration of the Lease after its
101 full term, the City shall have the option to purchase the Project for $1.00.
102 7. Funds; Arbitra�e. Until expended on the Project, the proceeds of the
103 Bonds (other than those for the Refunding) shall be held in the custody of the Trustee pursuant to
104 the Indenture but the City may direct their inveshnent. Payments on the Lease shall be made
105 from annual appropriations, and moneys to make such payment shall not be segregated in any
106 special fund. Moneys to make payments on the Lease shall be provided in part by the RCVA.
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107 No portion of those proceeds of the Bonds within the control of the City shall be
108 used directly or indirectly to acquire higher yielding investments or to replace funds which were
109 used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable
110 temparary period until such proceeds aze needed for the purpose for which the Lease is entered
1 ll into, and (2) in addition to the above in an amount not �eater than $ lOQ,Q00. To this effect, any
112 proceeds of the Bonds and any sums from time to time held in any City or RCVA account which
113 will be used to make payments on the Lease in excess of amounts which under then-applicable
114 federal arbitrage regulations may be invested without regard as to yield shall not be invested at a
115 yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such
116 inveshnents after taking into account any applicable "temporary periods" or "minor poftion"
ll 7 made available under the federal arbitrage regulations. In addition, those proceeds of the Bonds
118 within the control of the City and moneys used to make payments on the Lease shall not be
ll 9 invested in obligations or deposits issued by, guaranteed by or insured by the United States or
120 any agency or instrumentality thereof if and to the extent that such investment would cause the
121 Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the federal Internal
122 Revenue Code of 1986, as amended (the "Code").
123 8. No General Oblieation Pledge; Initial Approoriation. The Lease is not a
124 general obligation of the City but rather is payable from amounts to be annually appropriated,
125 and the full faith, credit and taacing powers of the City shall not be and are not pledged.
126 Payments on the Lease are due semiannually in arrears over its fifteen-year term. The City
127 hereby makes an initial appropriation for the portion of the rent accruing and payable through
128 April 1, 2010.
129 9. Records and Certificates. The officers of the City are hereby authorized
130 and directed to prepare and furnish to the I�RA, and to the attorneys approving the legality of the
131 Bonds, certified copies of all proceedings and records of the City and RCVA relating to the
132 Lease and to the financial condition and affairs of the City, and such other affidavits, certificates
133 and information as are required to show the facts relating to the legality and marketability of the
134 Bonds as the same appear from the books and records under their custody and control or as
135 otherwise lrnown to them, and all such certified copies, certificates and affidavits, including any
136 heretofore furnished, shall be deemed representations of the Ciry as to the facts recited therein.
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10. Ne�ative Covenants as to Use of Proceeds and ProL. The City hereby
covenants not to use the proceeds of the Bonds or to use the Project, or to cause or permit them
to be used, or to enter into any deferred payment arrangements for the cost of the Proj ect, in such
a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103
and 141 through 150 of the Code. The City reasonably expects that it will take no actions over
the term of the Lease that would cause the Bonds to be private activity bonds, and the average
term of the Lease is not longer than reasonably necessary for the governmental purpose of the
Lease. The City hereby covenants not to use those proceeds of the Bonds which aze within the
contro] of the City in such a manner as to cause the Bonds to be "hedge bonds" within the
meaning of Section 149(g) ofthe Code.
147 11. RCVA. The RCVA is ezpected to give its formal approval to the Lease.
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148 12. Termination of Lease. The Lease provades the City with the option to
149 terminate at the end of any fiscal year during its term. The City and City Council on the date this
150 Resolution is adopted intend and reasonably expect to appropriate and to pay the rent due
151 pursuant to the Lease for the entire term of the Lease.
152 13. Severabilitv. If any section, paragraph or provision of this resolution
153 sha11 be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of
154 such section, paragraph or provision shall not affect any of the remaining provisions of this
155 resolution.
156 14. Headinas. Headings in this resolution are included far convenience of
157 reference only and are not a part hereof, and shall not limit or define the meaning of any
158 provision hereof.
Yeas Nays Absent
Bostrom
Carter �
Hams
✓
Helgen �
Lantry �
Stark �
Thune �
Requested by Depariment of:
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Approve e � 1 S rv'ces
Adopted by Council: Date ��/S�//�/ BY: ��� y��� /
Adoption Ceriified by Council Secretary AnnrnvaA huf itv Attnmeur � �..
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� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet �
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DepartmenVtrfficetCouncil: � Date initiated:
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FS —Financial Services 07-APR-09 Green Sheet NO: 3069310
ConWct Person & Phone• Department S T erson tia�
6�6Ca0UI'S � 0 inancialServices
270-5227 ]� inancialServices De artmentDirector �
Assign Z inaaciat Services b Fnancial Services U�
Must Be on Councit Agenda by (Date): Number 3 ity Attomey � I SA i
15-APR-09 For
Routing 4�yor's O$ce Ma odASSistant
Doa Type• RESOLUTION W/$ Order 5 ouncil Ciri Council
� TR4NSACTION 6 itv Clerk I Citv Clerk I
E-DocumeM Required: N
DocumeMCoirtact: BobGeurs
Contact Phone: 270-5227
Total # of Signature Pages _(Clip All Locations for Signature)
Adion Requested:
Resolution approving City Lease agreement for the RiverCentre Pazking Ramp imporvements and related documents. Companion
Cneen Sheet #3069309 for Budget Amendment for 4/15f09 .
Recommendations: Approve (A) or Reject (R): Personal Service Contracks Must Answer the Following Questions:
Planning Commission 1. Has this person/firtn ever worked under a contract for this department?
CIB Committee Yes No
Civil Service Commission 2. Has this personffirm ever been a city employee?
Yes No
3. Does this person/firm possess a skill not normaily possessed by any
current city employee?
Yes No
Explain all yes answers on separate sheet and attach to green sheet.
Initiating Problem, Issues, Opportunity (Who, What, When, Where, Why):
HRA will assist the City through issuance of Tax Exempt Revenue Bonds to refund the City is enhancing th ecredit through a nan-
appropriation lease to assist the RiverCentre. IIRA approval was on April 8, 2009.
AdvantageslfApproved:
RiverCentre will have refunded debt adn $2M to do deferred maintenance on the RiverCentre Ramp.
DisadvanWges If Approved:
Nonelrnown
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Disadvantages If Not Approved:
Refunding opportunity lost and no defened maintenance completed. �' � ���
Totat Amount of $2 000,000.00 CostlRevenue Bud eted: N
Transaction: 9
� Funding Source: 2�09 HRA Bonds Activity Number: �
Financial Information:
(Explain)
Aori17.200910:10�AM� � , �.;�p�;�p`i:� ;+��� � � ��a.a�� • ' . . �