97-7800 R 1 G I�l A L Council File # ` t" `�O
� Green Sheet # � �.�1 4 S
RESOLUTION 3s
CITY OF SAINT PAUL, MINNESOTA
Presented By
Re£erred To
1
2
3
4
5
6
7
8
9
10
11
12
13
14
Committee: Date
CITY COUNCIL OF THE CITY OF SAINT PAUL
RESOLUTION AUTHORIZING THE ISSUANCE OF GENERAL
OBLIGATTON TAX INCREMENT BONDS TO PROVIDE FUNDS TO
ACQUIRE BLOCK 39 AND PREPARE FOR LAWSON CENTER DEVELOPMENT;
AND APPROVING THE EXECUTION OF A PLEDGE AGREEMENT
WITH RESPECT TO THE LAWSON CENTER DEVELOPMENT FINANCINC's
WIIEREAS:
A. Pursuant to Minnesota Statutes, Sections 469.001 throug� 469. 047 (the "Redevelopment AcY'), the
15, Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the "Authority") has,previously
16 formed a redevelopment project, designated as the "Downtown and Seventh Place Redevelopment Project" (the
17 "Redevelopment Project"); and
18 B. A major objective of the Redevelopment Project is to prevent the further deterioration of land
19 located within the Redevelopment Project; and
20 C. Pursuant to the terms of a Lease Agreement (the "Lease") and a Development and Disbursing
21 Agreement (the "Development AgreemenY') Rice Park Associates, LLC ("Rice Pazk") has agreed to undertake
22 the construction of the Lawson Center Development on the block in the Redevelopment Project bounded by
23 Wabasha, St. Peter, Fifth and Sia�th Streets, which is legally described on E�ibit A hereto (`Block 39")
24 consisting of the construction of a new first class commercial office building containing approximately 370,000
25 square feet of office space and approximately 12,000 square feet of retail space (the "ProjecY'); and
uasso�
A� -'18'0
26 D. Upon completion, portions of the Project are to be leased by Rice Park to Lawson Associates, Inc.
27 ("Lawson") and St. Paul Fire and Marine Insurance Company ("St. Paul Companies") (collectively the
28 "Subtenants"); and 0 P r i(� A L
29 E. Newcourt Capital USA Ina ("Newcourt"), has agreed to loan the Authority the original principal
30 amount of up to $54,000,000, to partially finance the Project; and
31 F. The Authority has, in t1un, agreed to loan Rice Pazk up to $53,080,000 to be used, pursuant to the
32 terms of the Lease and the Development Ageement, with funds provided by Rice Park, to fmance the
33 construction ofthe Project; and
34 G. The City Council believes that the development of the Project, the Gazage and the Wabasha Retail
35 (described below) is in the best interests of the City of Saint Paul (the "City") and will expand the tas base of the
36 City, expand the job opportunities available to the residents of the City and its surrounding area and will
37 otherwise benefit the health, safety, morals and welfare of the residents of the City, in accordance with the public
3 8 purpose and provisions of the applicable state and locallaws and requirements under which the Proj ect has been
39 undertaken and is being assisted.; and
40 H. The loan from Newcourt to the Authority is to be evidenced by taxable revenue notes to be issued
41 in three series as more fully provided in the Indenture of Trust (the "Indenture") to be entered into between the
42 Authority and a trustee to be chosen by the Authority, subj ect to the approval of Newcourt (the "Trustee"), which
43 notes sha11 mature, beaz interest and be subject to redemption, and have the security, as set forth and specifically
44 provided in the Indenttue; and
45 L In connection with the Project, the Authority will undertake to acquire all of the parcels of real
46 estate located in Block 39, either through negotiation or, as necessary, condemnation, and will further be
47 responsible for demolishing all sixuctures currently located on Block 39, and preparing that site for construction;
48 and
1545307
��� �.���. a�.-�.�o
49 J. Also in connectio r Authority will undertake to conshvct on a portion of Block
50 39, adjacent to the Project, a parking garage containing approximately 1,175 underground and aboveground
51 pazking spaces (the "Gazage") and certain retail facilities (the "Wabasha Retail"); and
52 K. It is anticipated that the costs to be incurred by the Authority in connection with the acquisition of
53 Block 39, the demolition of all structures currenfly located thereon, the relocation of all affected property owners
54 and tenants, the prepazation of the site for construction of the Project, the Gazage and the Wabasha Retail; and
55 the consh•uction of the Garage and the Wabasha Retail, will be financed by the issuance of general obligauon tas
56 increment bonds to be repaid from the tax increments generated from the development of the Project, and certain
57 pazking revenues generated by the Gazage.
58 WHEREAS, the Authority has previously established the Block 39 Renewal And Renovation Tax
59 Increment Financing District, being a ta�� increment financing district established as a renewal and renovation
60 district pursuant to the Tas Increment Act.
61 WHEREAS, it is anticipated that the Authority will convert the Block 39 Renewal and Renovation T�
62 Increment financing District to the Block 39 Redevelopment T� Increment Financing District modify the
63 boundries of that district as well as the boundries of the Redevelopment Project.
64 NOW, THEREFORE, BE IT RESOLVED by the City Council ofthe City of Saint Paul, Minnesota
65 as follows:
1545307
�t'1-'�$O
66 PART I- ISSUANCE OF GENERAL OBLIGATION BONDS TO FINANCE SITE ACQUISITION,
67 RELOCATION, DEMOLITION AND CONSTRUCTION OF GARAGE
68
69 1.01. The City has retained Springsted Incorporated, Saint Paul, Minnesota, as its financial advisor in
70 connection with the issuance of bonds to finance the activities described in pazagraph K, above, and shall sell such
71 bonds at such time and in such amounts as it is advised by its staff, financial advisor and the Executive D'uector
72 of the Authority aze necessary for such purpose, but in no event later than the date which is one year following
73 the date on which the Lease and Subleases referred to above have been executed and delivered.
74 1.02. The City hereby authorizes the Authority to take all actions necessary far the acquisition of the
75 Block 39 site, which includes the specific authorization to: (a) make offers to affected property owners and
76 negotiate such offers to a successful conclusion; and (b) in circumstances where negotiation proves to be
77 unsuccessful, condemn pazcels under the procedures provided in applicable Minnesota statutes, including use of
78 quick take, and in compliance with all requirements of such statutes. The Authority is further authorized and
79 directed to take all actions necessary to implement this authorization, including obtaining appraisals of all subject
80 property. Any actions previously taken by the Authority in this regard are hereby ratified and affirmed.
81 1.03. The City hereby fiirther authorizes the Authority to draw funds from the Newcourt fmancing
82 referred to above, to pay costs incurred in connection with the activities described in pazagraph K above, and to
83 pledge the proceeds of the bonds to be issued by the City pursuant to this preliminary authorization set forth
84 herein, to repay amounts do drawn.
:�
PART II - LAWSON CENTER FINANCING
86 2.01. In connection with the proposed financing of the Project, a form of a City Pledge Agreement (the
87 "Pledge Agreement"), whereby the City will agree to make payments necessary to pay principal and interest due
88 on the Series C Note to be issued pursuant to the Indenture, as more fully described in the Indenture, has been
89 submitted to the City Council far its approval.
90 2.02. It is hereby found, determined and declared that:
1545307 ORIGI�IAL
9''l - rl�'v
91 (a) it is desirable that the Notes be issued by the Authority upon the terms set forth in the Indenture and
92 that the financing be obtained on the terms and conditions set forth therein;
93 (b) Subject to the approval of the City Attorney, counsei and appropriate City staff, the form of the
94 Pledge Agreement is approved substantially in the form submitted and on file in the offices of the City, with such
95 subsequent changes as may be approved by the City Attomey, counsel and City staff or as may be consistent with
96 the determinations made herein. Except as otherwise specifically provided herein, the Pledge Agreement, in
97 substantially the form approved hereby, is directed to be executed or consented to in the name and on behalf of
98 the City by the Mayor, Director Office of Financial Services and City Clerk. Any other documents and
99 certificates necessary to the transactions herein described sha11 be executed by the appropriate City officers.
100 Copies of all of the documents necessary to the transactions herein described shall be delivered, filed and recorded
101 as provided herein and in related documents.
102 2.02. The approval hereby given to the Pledge Agreement referred to above includes approval of such
103 addifional details therein as may be necessary and appropriate, such modifications thereof, deletions therefrom
104 and additions thereto as may be necessary and appropriate and approved by the City Attorney, counsel,
105 appropriate City stafF and the City officials authorized herein to execute said documents prior to their execution,
106 and includes approval of such related instruments as may be required to be executed in connection with the
107 various documents referred to above; and said City Attorney, counsel, City officials and City staff are hereby
108 authorized to approve said changes and related instnxments on bel�alf of the City upon determination by them that
109 such changes and related instruments are consistent with this Resolurion and necessary or desirable to effectuate
110 the purposes hereof. The execution of any instrument by the appropriate ofFcer or officers of the City herein
111 authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof.
112 2.03. The authozity to approve, execute and deliver future amendments to the Pledge Agreement entered
113 into by the City in connection with the transactions contemplated hereby is hereby delegated to the Budget
114 Director, Office of Financial Services, subject to the following conditions: (a) such amendments do not require
�54530, ORIG4�AL
9�t - � 8'0
115 the consent of the holders of the applicable series of Notes or, if required, such consent has been provided; (b)
116 not materially adversely affect the interests of the City as the issuer of the Notes; (c) such amendments do not
117 contravene or violate any policy of the City; (d) such amendments are acceptable in form and substance to the
118 Saint Paul City Attomey, or other counsel retained by the City to review such amendments; and (e) such
119 amendments do not materially prejudice the interests of the owners of the selected series of Notes. The
120 authorization hereby given shall be further construed as authorization for the execution and delivery of such
121 certificates and related items as may be required to demonstrate compliance with the agreements being amended
122 and the terms of this Resolution. The execution of any instrument by the Budget Director, Office of Financial
123 Services sl�all be conclusive evidence of the approval of such instruments in accordance with the terms hereof.
124 In the absence of the Budget D'uector, Office of Financial Services, any instrument authorized by this paragraph
125 to be executed and delivered may be executed by the officer of the City authorized to act in their place and stead.
126
127
Adopted by the City Council of the City of Saint Paul, Minnesota on the 25th day of June, 1997.
Y�^
.
by Department of:
Adopted by Council: Date
Adoption Certified by Council
By:
Approved by Mayo Date <,
gy; _ t ��.�c ��
`���G?�f�
�
�
�: . •- - -
I , . . / ..
�� ,�. j i
i/��.�� � i. � ✓� �
Form Approved by City Attorney
B � � � �-
6 — / �'— P'7
Approved b� for Submission to Council
By:
1545307
9'1-'1 Yo
OEPARTMENT/OFFICFJCOUNCIL DATE INRIATED GREEN SHEE N� 3 6 4 4 5
C1Cy C011IICl�. - - � - -
CONTACTPERSON&PHONE �DEPAF7TMENTDIqEGTOfl �CIT'COUNCIL �NRIAVDATE
Dave Thune 266-8620 ass�cx �cmanoeNer �CITYCLERK
MUST BE ON OOUNCIL AGENDA BY (DATE) NUYBEfi FOR O��� OtREGTOR O FlN. 8 MGT. SERV4CES OIR.
NOUi1NG
ORDEq � MAYOR (OR ASSISTANT) �
TOTAL # OF StGNATURE PAGES (CLIP ALL LOCATIONS FOR SIGNATURE)
hCiION REQUESTED:
Resolution authorizing the issuance of GOT Bonds.
RECAMMENDA710NS: npprove (A) w Reject (a) pEHSONAL SERVICE CONTRACTS MUST ANSW ER TNE FOLLOWING QUESTIONS:
__ PLANNING COMMISSION _ CNIL SEflVIGE COMMISSION 1. Has this persoMfirm ever worked under a coMract for this department? �
_ qB COMMRTEE YES NO
, STAF� — 2. Has ihis perso�rtn ever been a ciry employee?
— YES NO
_ DIS7fiIGi COUR7 _ 3. Does [his person/fvm possess a sltill no[ nortnali ossessed
y p by any curtent city employee?
SUPPORTS WHICH COUNCIL OBJECTIVE? YES NO
Explain all yes enswers on separate sheet and attach to green shee[
INITIATING PROBLEM, ISSUE, OPPoRTUNITY (Wtro, What. When, Where, Why)'
Opportunity to develop and acquire Block 39.
ADVANTAGESIFAPPROVEO:
Block 39 will be developed.
DISADVANTAGES IFAPPROVED.
None.
DISADVANTAGES IF NOT APPHOVED:
Block 39 will not be developed.
TOTAL AMOUNT OF TRAl15ACTlON $ C�ST/REYENUE BUOGETEO (CIRCLE ONE) YES NO
FUNDING SOURCE ACTIVI7Y NUMBER
FINANCIAL INFORMATION: (EXPLAIN) '
Q� -�1.Y0
City of Saint Pau1, Minnesota
Block 39 Project
Lawson Softwaze
15 Yeaz District
Uses
Acquisition/Demolition/Relocation
Environmental/Real Estate
Sub total
Building Construcfion
Pazking Ramp Construction (1,175 spaces)
Retail & Improvements
Skyway Connection
Public Improvements
Total Hard Costs
City's negative cazry
HRA Building Reserve
Costs of Issuance
Underwriter's Discount
Capitalized Interest
Total Soft Costs
TOTAL USES
Sources
Newcourt Proceeds
Developer Cash
TIF GO Bonds - Crross
Investment Eax•nings
Improvement Bonds
Port Authority
Cultural STAR
St. Paul Progress
Retail - Private Funding
Proceeds from Downtown TIF Refinancing
IIRA Sources (WTC Pazking Ramp)
TOTAL SOURCES
11,099,500
651.600
11,751,100
53,375,000
18,776,206
3,435,000
300,000
210,000
87,847,306
663,000
5,000,000
184,550
340,000
4.432,443
10,619,993
98.467,299
53,080,000
295,000
34,000,000
1,140,940
400,000
150,000
300,000
2,000,000
1,166,359
2.500.000
95.032,299
Surplus / (Shortfall) (3,435,000)
0 R 1 G I�l A L Council File # ` t" `�O
� Green Sheet # � �.�1 4 S
RESOLUTION 3s
CITY OF SAINT PAUL, MINNESOTA
Presented By
Re£erred To
1
2
3
4
5
6
7
8
9
10
11
12
13
14
Committee: Date
CITY COUNCIL OF THE CITY OF SAINT PAUL
RESOLUTION AUTHORIZING THE ISSUANCE OF GENERAL
OBLIGATTON TAX INCREMENT BONDS TO PROVIDE FUNDS TO
ACQUIRE BLOCK 39 AND PREPARE FOR LAWSON CENTER DEVELOPMENT;
AND APPROVING THE EXECUTION OF A PLEDGE AGREEMENT
WITH RESPECT TO THE LAWSON CENTER DEVELOPMENT FINANCINC's
WIIEREAS:
A. Pursuant to Minnesota Statutes, Sections 469.001 throug� 469. 047 (the "Redevelopment AcY'), the
15, Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the "Authority") has,previously
16 formed a redevelopment project, designated as the "Downtown and Seventh Place Redevelopment Project" (the
17 "Redevelopment Project"); and
18 B. A major objective of the Redevelopment Project is to prevent the further deterioration of land
19 located within the Redevelopment Project; and
20 C. Pursuant to the terms of a Lease Agreement (the "Lease") and a Development and Disbursing
21 Agreement (the "Development AgreemenY') Rice Park Associates, LLC ("Rice Pazk") has agreed to undertake
22 the construction of the Lawson Center Development on the block in the Redevelopment Project bounded by
23 Wabasha, St. Peter, Fifth and Sia�th Streets, which is legally described on E�ibit A hereto (`Block 39")
24 consisting of the construction of a new first class commercial office building containing approximately 370,000
25 square feet of office space and approximately 12,000 square feet of retail space (the "ProjecY'); and
uasso�
A� -'18'0
26 D. Upon completion, portions of the Project are to be leased by Rice Park to Lawson Associates, Inc.
27 ("Lawson") and St. Paul Fire and Marine Insurance Company ("St. Paul Companies") (collectively the
28 "Subtenants"); and 0 P r i(� A L
29 E. Newcourt Capital USA Ina ("Newcourt"), has agreed to loan the Authority the original principal
30 amount of up to $54,000,000, to partially finance the Project; and
31 F. The Authority has, in t1un, agreed to loan Rice Pazk up to $53,080,000 to be used, pursuant to the
32 terms of the Lease and the Development Ageement, with funds provided by Rice Park, to fmance the
33 construction ofthe Project; and
34 G. The City Council believes that the development of the Project, the Gazage and the Wabasha Retail
35 (described below) is in the best interests of the City of Saint Paul (the "City") and will expand the tas base of the
36 City, expand the job opportunities available to the residents of the City and its surrounding area and will
37 otherwise benefit the health, safety, morals and welfare of the residents of the City, in accordance with the public
3 8 purpose and provisions of the applicable state and locallaws and requirements under which the Proj ect has been
39 undertaken and is being assisted.; and
40 H. The loan from Newcourt to the Authority is to be evidenced by taxable revenue notes to be issued
41 in three series as more fully provided in the Indenture of Trust (the "Indenture") to be entered into between the
42 Authority and a trustee to be chosen by the Authority, subj ect to the approval of Newcourt (the "Trustee"), which
43 notes sha11 mature, beaz interest and be subject to redemption, and have the security, as set forth and specifically
44 provided in the Indenttue; and
45 L In connection with the Project, the Authority will undertake to acquire all of the parcels of real
46 estate located in Block 39, either through negotiation or, as necessary, condemnation, and will further be
47 responsible for demolishing all sixuctures currently located on Block 39, and preparing that site for construction;
48 and
1545307
��� �.���. a�.-�.�o
49 J. Also in connectio r Authority will undertake to conshvct on a portion of Block
50 39, adjacent to the Project, a parking garage containing approximately 1,175 underground and aboveground
51 pazking spaces (the "Gazage") and certain retail facilities (the "Wabasha Retail"); and
52 K. It is anticipated that the costs to be incurred by the Authority in connection with the acquisition of
53 Block 39, the demolition of all structures currenfly located thereon, the relocation of all affected property owners
54 and tenants, the prepazation of the site for construction of the Project, the Gazage and the Wabasha Retail; and
55 the consh•uction of the Garage and the Wabasha Retail, will be financed by the issuance of general obligauon tas
56 increment bonds to be repaid from the tax increments generated from the development of the Project, and certain
57 pazking revenues generated by the Gazage.
58 WHEREAS, the Authority has previously established the Block 39 Renewal And Renovation Tax
59 Increment Financing District, being a ta�� increment financing district established as a renewal and renovation
60 district pursuant to the Tas Increment Act.
61 WHEREAS, it is anticipated that the Authority will convert the Block 39 Renewal and Renovation T�
62 Increment financing District to the Block 39 Redevelopment T� Increment Financing District modify the
63 boundries of that district as well as the boundries of the Redevelopment Project.
64 NOW, THEREFORE, BE IT RESOLVED by the City Council ofthe City of Saint Paul, Minnesota
65 as follows:
1545307
�t'1-'�$O
66 PART I- ISSUANCE OF GENERAL OBLIGATION BONDS TO FINANCE SITE ACQUISITION,
67 RELOCATION, DEMOLITION AND CONSTRUCTION OF GARAGE
68
69 1.01. The City has retained Springsted Incorporated, Saint Paul, Minnesota, as its financial advisor in
70 connection with the issuance of bonds to finance the activities described in pazagraph K, above, and shall sell such
71 bonds at such time and in such amounts as it is advised by its staff, financial advisor and the Executive D'uector
72 of the Authority aze necessary for such purpose, but in no event later than the date which is one year following
73 the date on which the Lease and Subleases referred to above have been executed and delivered.
74 1.02. The City hereby authorizes the Authority to take all actions necessary far the acquisition of the
75 Block 39 site, which includes the specific authorization to: (a) make offers to affected property owners and
76 negotiate such offers to a successful conclusion; and (b) in circumstances where negotiation proves to be
77 unsuccessful, condemn pazcels under the procedures provided in applicable Minnesota statutes, including use of
78 quick take, and in compliance with all requirements of such statutes. The Authority is further authorized and
79 directed to take all actions necessary to implement this authorization, including obtaining appraisals of all subject
80 property. Any actions previously taken by the Authority in this regard are hereby ratified and affirmed.
81 1.03. The City hereby fiirther authorizes the Authority to draw funds from the Newcourt fmancing
82 referred to above, to pay costs incurred in connection with the activities described in pazagraph K above, and to
83 pledge the proceeds of the bonds to be issued by the City pursuant to this preliminary authorization set forth
84 herein, to repay amounts do drawn.
:�
PART II - LAWSON CENTER FINANCING
86 2.01. In connection with the proposed financing of the Project, a form of a City Pledge Agreement (the
87 "Pledge Agreement"), whereby the City will agree to make payments necessary to pay principal and interest due
88 on the Series C Note to be issued pursuant to the Indenture, as more fully described in the Indenture, has been
89 submitted to the City Council far its approval.
90 2.02. It is hereby found, determined and declared that:
1545307 ORIGI�IAL
9''l - rl�'v
91 (a) it is desirable that the Notes be issued by the Authority upon the terms set forth in the Indenture and
92 that the financing be obtained on the terms and conditions set forth therein;
93 (b) Subject to the approval of the City Attorney, counsei and appropriate City staff, the form of the
94 Pledge Agreement is approved substantially in the form submitted and on file in the offices of the City, with such
95 subsequent changes as may be approved by the City Attomey, counsel and City staff or as may be consistent with
96 the determinations made herein. Except as otherwise specifically provided herein, the Pledge Agreement, in
97 substantially the form approved hereby, is directed to be executed or consented to in the name and on behalf of
98 the City by the Mayor, Director Office of Financial Services and City Clerk. Any other documents and
99 certificates necessary to the transactions herein described sha11 be executed by the appropriate City officers.
100 Copies of all of the documents necessary to the transactions herein described shall be delivered, filed and recorded
101 as provided herein and in related documents.
102 2.02. The approval hereby given to the Pledge Agreement referred to above includes approval of such
103 addifional details therein as may be necessary and appropriate, such modifications thereof, deletions therefrom
104 and additions thereto as may be necessary and appropriate and approved by the City Attorney, counsel,
105 appropriate City stafF and the City officials authorized herein to execute said documents prior to their execution,
106 and includes approval of such related instruments as may be required to be executed in connection with the
107 various documents referred to above; and said City Attorney, counsel, City officials and City staff are hereby
108 authorized to approve said changes and related instnxments on bel�alf of the City upon determination by them that
109 such changes and related instruments are consistent with this Resolurion and necessary or desirable to effectuate
110 the purposes hereof. The execution of any instrument by the appropriate ofFcer or officers of the City herein
111 authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof.
112 2.03. The authozity to approve, execute and deliver future amendments to the Pledge Agreement entered
113 into by the City in connection with the transactions contemplated hereby is hereby delegated to the Budget
114 Director, Office of Financial Services, subject to the following conditions: (a) such amendments do not require
�54530, ORIG4�AL
9�t - � 8'0
115 the consent of the holders of the applicable series of Notes or, if required, such consent has been provided; (b)
116 not materially adversely affect the interests of the City as the issuer of the Notes; (c) such amendments do not
117 contravene or violate any policy of the City; (d) such amendments are acceptable in form and substance to the
118 Saint Paul City Attomey, or other counsel retained by the City to review such amendments; and (e) such
119 amendments do not materially prejudice the interests of the owners of the selected series of Notes. The
120 authorization hereby given shall be further construed as authorization for the execution and delivery of such
121 certificates and related items as may be required to demonstrate compliance with the agreements being amended
122 and the terms of this Resolution. The execution of any instrument by the Budget Director, Office of Financial
123 Services sl�all be conclusive evidence of the approval of such instruments in accordance with the terms hereof.
124 In the absence of the Budget D'uector, Office of Financial Services, any instrument authorized by this paragraph
125 to be executed and delivered may be executed by the officer of the City authorized to act in their place and stead.
126
127
Adopted by the City Council of the City of Saint Paul, Minnesota on the 25th day of June, 1997.
Y�^
.
by Department of:
Adopted by Council: Date
Adoption Certified by Council
By:
Approved by Mayo Date <,
gy; _ t ��.�c ��
`���G?�f�
�
�
�: . •- - -
I , . . / ..
�� ,�. j i
i/��.�� � i. � ✓� �
Form Approved by City Attorney
B � � � �-
6 — / �'— P'7
Approved b� for Submission to Council
By:
1545307
9'1-'1 Yo
OEPARTMENT/OFFICFJCOUNCIL DATE INRIATED GREEN SHEE N� 3 6 4 4 5
C1Cy C011IICl�. - - � - -
CONTACTPERSON&PHONE �DEPAF7TMENTDIqEGTOfl �CIT'COUNCIL �NRIAVDATE
Dave Thune 266-8620 ass�cx �cmanoeNer �CITYCLERK
MUST BE ON OOUNCIL AGENDA BY (DATE) NUYBEfi FOR O��� OtREGTOR O FlN. 8 MGT. SERV4CES OIR.
NOUi1NG
ORDEq � MAYOR (OR ASSISTANT) �
TOTAL # OF StGNATURE PAGES (CLIP ALL LOCATIONS FOR SIGNATURE)
hCiION REQUESTED:
Resolution authorizing the issuance of GOT Bonds.
RECAMMENDA710NS: npprove (A) w Reject (a) pEHSONAL SERVICE CONTRACTS MUST ANSW ER TNE FOLLOWING QUESTIONS:
__ PLANNING COMMISSION _ CNIL SEflVIGE COMMISSION 1. Has this persoMfirm ever worked under a coMract for this department? �
_ qB COMMRTEE YES NO
, STAF� — 2. Has ihis perso�rtn ever been a ciry employee?
— YES NO
_ DIS7fiIGi COUR7 _ 3. Does [his person/fvm possess a sltill no[ nortnali ossessed
y p by any curtent city employee?
SUPPORTS WHICH COUNCIL OBJECTIVE? YES NO
Explain all yes enswers on separate sheet and attach to green shee[
INITIATING PROBLEM, ISSUE, OPPoRTUNITY (Wtro, What. When, Where, Why)'
Opportunity to develop and acquire Block 39.
ADVANTAGESIFAPPROVEO:
Block 39 will be developed.
DISADVANTAGES IFAPPROVED.
None.
DISADVANTAGES IF NOT APPHOVED:
Block 39 will not be developed.
TOTAL AMOUNT OF TRAl15ACTlON $ C�ST/REYENUE BUOGETEO (CIRCLE ONE) YES NO
FUNDING SOURCE ACTIVI7Y NUMBER
FINANCIAL INFORMATION: (EXPLAIN) '
Q� -�1.Y0
City of Saint Pau1, Minnesota
Block 39 Project
Lawson Softwaze
15 Yeaz District
Uses
Acquisition/Demolition/Relocation
Environmental/Real Estate
Sub total
Building Construcfion
Pazking Ramp Construction (1,175 spaces)
Retail & Improvements
Skyway Connection
Public Improvements
Total Hard Costs
City's negative cazry
HRA Building Reserve
Costs of Issuance
Underwriter's Discount
Capitalized Interest
Total Soft Costs
TOTAL USES
Sources
Newcourt Proceeds
Developer Cash
TIF GO Bonds - Crross
Investment Eax•nings
Improvement Bonds
Port Authority
Cultural STAR
St. Paul Progress
Retail - Private Funding
Proceeds from Downtown TIF Refinancing
IIRA Sources (WTC Pazking Ramp)
TOTAL SOURCES
11,099,500
651.600
11,751,100
53,375,000
18,776,206
3,435,000
300,000
210,000
87,847,306
663,000
5,000,000
184,550
340,000
4.432,443
10,619,993
98.467,299
53,080,000
295,000
34,000,000
1,140,940
400,000
150,000
300,000
2,000,000
1,166,359
2.500.000
95.032,299
Surplus / (Shortfall) (3,435,000)
0 R 1 G I�l A L Council File # ` t" `�O
� Green Sheet # � �.�1 4 S
RESOLUTION 3s
CITY OF SAINT PAUL, MINNESOTA
Presented By
Re£erred To
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Committee: Date
CITY COUNCIL OF THE CITY OF SAINT PAUL
RESOLUTION AUTHORIZING THE ISSUANCE OF GENERAL
OBLIGATTON TAX INCREMENT BONDS TO PROVIDE FUNDS TO
ACQUIRE BLOCK 39 AND PREPARE FOR LAWSON CENTER DEVELOPMENT;
AND APPROVING THE EXECUTION OF A PLEDGE AGREEMENT
WITH RESPECT TO THE LAWSON CENTER DEVELOPMENT FINANCINC's
WIIEREAS:
A. Pursuant to Minnesota Statutes, Sections 469.001 throug� 469. 047 (the "Redevelopment AcY'), the
15, Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the "Authority") has,previously
16 formed a redevelopment project, designated as the "Downtown and Seventh Place Redevelopment Project" (the
17 "Redevelopment Project"); and
18 B. A major objective of the Redevelopment Project is to prevent the further deterioration of land
19 located within the Redevelopment Project; and
20 C. Pursuant to the terms of a Lease Agreement (the "Lease") and a Development and Disbursing
21 Agreement (the "Development AgreemenY') Rice Park Associates, LLC ("Rice Pazk") has agreed to undertake
22 the construction of the Lawson Center Development on the block in the Redevelopment Project bounded by
23 Wabasha, St. Peter, Fifth and Sia�th Streets, which is legally described on E�ibit A hereto (`Block 39")
24 consisting of the construction of a new first class commercial office building containing approximately 370,000
25 square feet of office space and approximately 12,000 square feet of retail space (the "ProjecY'); and
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26 D. Upon completion, portions of the Project are to be leased by Rice Park to Lawson Associates, Inc.
27 ("Lawson") and St. Paul Fire and Marine Insurance Company ("St. Paul Companies") (collectively the
28 "Subtenants"); and 0 P r i(� A L
29 E. Newcourt Capital USA Ina ("Newcourt"), has agreed to loan the Authority the original principal
30 amount of up to $54,000,000, to partially finance the Project; and
31 F. The Authority has, in t1un, agreed to loan Rice Pazk up to $53,080,000 to be used, pursuant to the
32 terms of the Lease and the Development Ageement, with funds provided by Rice Park, to fmance the
33 construction ofthe Project; and
34 G. The City Council believes that the development of the Project, the Gazage and the Wabasha Retail
35 (described below) is in the best interests of the City of Saint Paul (the "City") and will expand the tas base of the
36 City, expand the job opportunities available to the residents of the City and its surrounding area and will
37 otherwise benefit the health, safety, morals and welfare of the residents of the City, in accordance with the public
3 8 purpose and provisions of the applicable state and locallaws and requirements under which the Proj ect has been
39 undertaken and is being assisted.; and
40 H. The loan from Newcourt to the Authority is to be evidenced by taxable revenue notes to be issued
41 in three series as more fully provided in the Indenture of Trust (the "Indenture") to be entered into between the
42 Authority and a trustee to be chosen by the Authority, subj ect to the approval of Newcourt (the "Trustee"), which
43 notes sha11 mature, beaz interest and be subject to redemption, and have the security, as set forth and specifically
44 provided in the Indenttue; and
45 L In connection with the Project, the Authority will undertake to acquire all of the parcels of real
46 estate located in Block 39, either through negotiation or, as necessary, condemnation, and will further be
47 responsible for demolishing all sixuctures currently located on Block 39, and preparing that site for construction;
48 and
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49 J. Also in connectio r Authority will undertake to conshvct on a portion of Block
50 39, adjacent to the Project, a parking garage containing approximately 1,175 underground and aboveground
51 pazking spaces (the "Gazage") and certain retail facilities (the "Wabasha Retail"); and
52 K. It is anticipated that the costs to be incurred by the Authority in connection with the acquisition of
53 Block 39, the demolition of all structures currenfly located thereon, the relocation of all affected property owners
54 and tenants, the prepazation of the site for construction of the Project, the Gazage and the Wabasha Retail; and
55 the consh•uction of the Garage and the Wabasha Retail, will be financed by the issuance of general obligauon tas
56 increment bonds to be repaid from the tax increments generated from the development of the Project, and certain
57 pazking revenues generated by the Gazage.
58 WHEREAS, the Authority has previously established the Block 39 Renewal And Renovation Tax
59 Increment Financing District, being a ta�� increment financing district established as a renewal and renovation
60 district pursuant to the Tas Increment Act.
61 WHEREAS, it is anticipated that the Authority will convert the Block 39 Renewal and Renovation T�
62 Increment financing District to the Block 39 Redevelopment T� Increment Financing District modify the
63 boundries of that district as well as the boundries of the Redevelopment Project.
64 NOW, THEREFORE, BE IT RESOLVED by the City Council ofthe City of Saint Paul, Minnesota
65 as follows:
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66 PART I- ISSUANCE OF GENERAL OBLIGATION BONDS TO FINANCE SITE ACQUISITION,
67 RELOCATION, DEMOLITION AND CONSTRUCTION OF GARAGE
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69 1.01. The City has retained Springsted Incorporated, Saint Paul, Minnesota, as its financial advisor in
70 connection with the issuance of bonds to finance the activities described in pazagraph K, above, and shall sell such
71 bonds at such time and in such amounts as it is advised by its staff, financial advisor and the Executive D'uector
72 of the Authority aze necessary for such purpose, but in no event later than the date which is one year following
73 the date on which the Lease and Subleases referred to above have been executed and delivered.
74 1.02. The City hereby authorizes the Authority to take all actions necessary far the acquisition of the
75 Block 39 site, which includes the specific authorization to: (a) make offers to affected property owners and
76 negotiate such offers to a successful conclusion; and (b) in circumstances where negotiation proves to be
77 unsuccessful, condemn pazcels under the procedures provided in applicable Minnesota statutes, including use of
78 quick take, and in compliance with all requirements of such statutes. The Authority is further authorized and
79 directed to take all actions necessary to implement this authorization, including obtaining appraisals of all subject
80 property. Any actions previously taken by the Authority in this regard are hereby ratified and affirmed.
81 1.03. The City hereby fiirther authorizes the Authority to draw funds from the Newcourt fmancing
82 referred to above, to pay costs incurred in connection with the activities described in pazagraph K above, and to
83 pledge the proceeds of the bonds to be issued by the City pursuant to this preliminary authorization set forth
84 herein, to repay amounts do drawn.
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PART II - LAWSON CENTER FINANCING
86 2.01. In connection with the proposed financing of the Project, a form of a City Pledge Agreement (the
87 "Pledge Agreement"), whereby the City will agree to make payments necessary to pay principal and interest due
88 on the Series C Note to be issued pursuant to the Indenture, as more fully described in the Indenture, has been
89 submitted to the City Council far its approval.
90 2.02. It is hereby found, determined and declared that:
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91 (a) it is desirable that the Notes be issued by the Authority upon the terms set forth in the Indenture and
92 that the financing be obtained on the terms and conditions set forth therein;
93 (b) Subject to the approval of the City Attorney, counsei and appropriate City staff, the form of the
94 Pledge Agreement is approved substantially in the form submitted and on file in the offices of the City, with such
95 subsequent changes as may be approved by the City Attomey, counsel and City staff or as may be consistent with
96 the determinations made herein. Except as otherwise specifically provided herein, the Pledge Agreement, in
97 substantially the form approved hereby, is directed to be executed or consented to in the name and on behalf of
98 the City by the Mayor, Director Office of Financial Services and City Clerk. Any other documents and
99 certificates necessary to the transactions herein described sha11 be executed by the appropriate City officers.
100 Copies of all of the documents necessary to the transactions herein described shall be delivered, filed and recorded
101 as provided herein and in related documents.
102 2.02. The approval hereby given to the Pledge Agreement referred to above includes approval of such
103 addifional details therein as may be necessary and appropriate, such modifications thereof, deletions therefrom
104 and additions thereto as may be necessary and appropriate and approved by the City Attorney, counsel,
105 appropriate City stafF and the City officials authorized herein to execute said documents prior to their execution,
106 and includes approval of such related instruments as may be required to be executed in connection with the
107 various documents referred to above; and said City Attorney, counsel, City officials and City staff are hereby
108 authorized to approve said changes and related instnxments on bel�alf of the City upon determination by them that
109 such changes and related instruments are consistent with this Resolurion and necessary or desirable to effectuate
110 the purposes hereof. The execution of any instrument by the appropriate ofFcer or officers of the City herein
111 authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof.
112 2.03. The authozity to approve, execute and deliver future amendments to the Pledge Agreement entered
113 into by the City in connection with the transactions contemplated hereby is hereby delegated to the Budget
114 Director, Office of Financial Services, subject to the following conditions: (a) such amendments do not require
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115 the consent of the holders of the applicable series of Notes or, if required, such consent has been provided; (b)
116 not materially adversely affect the interests of the City as the issuer of the Notes; (c) such amendments do not
117 contravene or violate any policy of the City; (d) such amendments are acceptable in form and substance to the
118 Saint Paul City Attomey, or other counsel retained by the City to review such amendments; and (e) such
119 amendments do not materially prejudice the interests of the owners of the selected series of Notes. The
120 authorization hereby given shall be further construed as authorization for the execution and delivery of such
121 certificates and related items as may be required to demonstrate compliance with the agreements being amended
122 and the terms of this Resolution. The execution of any instrument by the Budget Director, Office of Financial
123 Services sl�all be conclusive evidence of the approval of such instruments in accordance with the terms hereof.
124 In the absence of the Budget D'uector, Office of Financial Services, any instrument authorized by this paragraph
125 to be executed and delivered may be executed by the officer of the City authorized to act in their place and stead.
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Adopted by the City Council of the City of Saint Paul, Minnesota on the 25th day of June, 1997.
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by Department of:
Adopted by Council: Date
Adoption Certified by Council
By:
Approved by Mayo Date <,
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Form Approved by City Attorney
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Approved b� for Submission to Council
By:
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OEPARTMENT/OFFICFJCOUNCIL DATE INRIATED GREEN SHEE N� 3 6 4 4 5
C1Cy C011IICl�. - - � - -
CONTACTPERSON&PHONE �DEPAF7TMENTDIqEGTOfl �CIT'COUNCIL �NRIAVDATE
Dave Thune 266-8620 ass�cx �cmanoeNer �CITYCLERK
MUST BE ON OOUNCIL AGENDA BY (DATE) NUYBEfi FOR O��� OtREGTOR O FlN. 8 MGT. SERV4CES OIR.
NOUi1NG
ORDEq � MAYOR (OR ASSISTANT) �
TOTAL # OF StGNATURE PAGES (CLIP ALL LOCATIONS FOR SIGNATURE)
hCiION REQUESTED:
Resolution authorizing the issuance of GOT Bonds.
RECAMMENDA710NS: npprove (A) w Reject (a) pEHSONAL SERVICE CONTRACTS MUST ANSW ER TNE FOLLOWING QUESTIONS:
__ PLANNING COMMISSION _ CNIL SEflVIGE COMMISSION 1. Has this persoMfirm ever worked under a coMract for this department? �
_ qB COMMRTEE YES NO
, STAF� — 2. Has ihis perso�rtn ever been a ciry employee?
— YES NO
_ DIS7fiIGi COUR7 _ 3. Does [his person/fvm possess a sltill no[ nortnali ossessed
y p by any curtent city employee?
SUPPORTS WHICH COUNCIL OBJECTIVE? YES NO
Explain all yes enswers on separate sheet and attach to green shee[
INITIATING PROBLEM, ISSUE, OPPoRTUNITY (Wtro, What. When, Where, Why)'
Opportunity to develop and acquire Block 39.
ADVANTAGESIFAPPROVEO:
Block 39 will be developed.
DISADVANTAGES IFAPPROVED.
None.
DISADVANTAGES IF NOT APPHOVED:
Block 39 will not be developed.
TOTAL AMOUNT OF TRAl15ACTlON $ C�ST/REYENUE BUOGETEO (CIRCLE ONE) YES NO
FUNDING SOURCE ACTIVI7Y NUMBER
FINANCIAL INFORMATION: (EXPLAIN) '
Q� -�1.Y0
City of Saint Pau1, Minnesota
Block 39 Project
Lawson Softwaze
15 Yeaz District
Uses
Acquisition/Demolition/Relocation
Environmental/Real Estate
Sub total
Building Construcfion
Pazking Ramp Construction (1,175 spaces)
Retail & Improvements
Skyway Connection
Public Improvements
Total Hard Costs
City's negative cazry
HRA Building Reserve
Costs of Issuance
Underwriter's Discount
Capitalized Interest
Total Soft Costs
TOTAL USES
Sources
Newcourt Proceeds
Developer Cash
TIF GO Bonds - Crross
Investment Eax•nings
Improvement Bonds
Port Authority
Cultural STAR
St. Paul Progress
Retail - Private Funding
Proceeds from Downtown TIF Refinancing
IIRA Sources (WTC Pazking Ramp)
TOTAL SOURCES
11,099,500
651.600
11,751,100
53,375,000
18,776,206
3,435,000
300,000
210,000
87,847,306
663,000
5,000,000
184,550
340,000
4.432,443
10,619,993
98.467,299
53,080,000
295,000
34,000,000
1,140,940
400,000
150,000
300,000
2,000,000
1,166,359
2.500.000
95.032,299
Surplus / (Shortfall) (3,435,000)