277913 WMITE - CITY CLERK l �i
PINK - FINANCE COI1flC11 1.����J�3
CANARY - DEPARTMENT G I T Y O F S A I N T PA U L
BL.UE - MAYOR � Flle N O. Pr �
o c 'l Resolution
Presented By
Referred To Committee: Date
Out of Committee By Date
WHEREAS:
l. On December 22, 1981, the Port Authority of the City of Saint Paul adopted
Resolution No. 1959 giving preliminary approval to the issuance of approximately
$4,000, 000 in revenue bonds to finance the construction of two floors of condo-
minium office space in the St . Paul Hotel Parking Ramp project (Amhoist Towers)
by Rice Park Associates, a Minnesota partnership comprised of Richard Wolsfeld,
Jr. ; Donald W. Ringrose; David Bennett; David S . Doty; Frederick C. Brown, Jr. ;
and James Lockhart .
2. Laws of Minnesota 1976, Chapter 234 , provides that any issue of revenue
bonds authorized by the Port Authority of the City of Saint Paul, 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• The Port Authority of the City of Saint Paul has requested that the City
Cbuncil give its requisite consent pursuant to said law to facilitate the issuance
of said revenue bonds by the Port Authority of the City of Saint Paul, sub�ect to
final approval of the details of said issue by the Port Authority of the City of
Saint Paul.
RESOLVED, by the City Council of the City of Saint Paul, that in accordance
with Laws of Minnesota 1976, Chapter 234 , the City Council hereby consents to the
issuance of the aforesaid revenue bonds for the purposes described in the afore-
said Port Authoirty Resolution No . 1959� �he exact details of which, including,
but not limited to, provisions relating to maturities, interest rates, discount,
redemption, and for the issuance of additional bonds are to be determined by the
Port Authority, pursuant to resolution adopted by the Port Authority, and the
City Council hereby authorizes the issuance of any additional bonds (including
refunding bonds) by the Port Authority, found by the Port Authority to be neces-
sary for carrying out the purposes for which the aforesaid bonds are issued.
COUNCILMEN
Yeas Nays Requestgd by Department of:
Hunt
Levine In Favor
Maddox
McMahon �
snoweite� _ Against BY
Tedescc�
�
JAN � 1982 Form Approved by City Attorney
Adopted by Council: Date — r�
Certified s; by Counc� Se BY �, `
By � '
Approve Ulav r. Dat �AN_ g 19$2 App ed by Mayor for b ssion to Council
� , �
�BY - B .
PUBLISHE� �AN 16 198�
�� �'� � � � �;�d'r'�1�
� ' Resolution No. �9� �
✓�=�.-t. ���-
RESOLUTION OF
THE PORT AUTHORITY OF THE CITY OF SAII�TT �AUL
WHEREAS, t'r►e purpose of Chauter 474, t�innesota
Statutes, known as the Minnesota Municipal Industrial Develop- :
ment Act (hereinafter called "Act") as found and determined by
the legislature is to promote the welfare of the state by the
active attraction and encouragement and 3evelopment of economi-
cally sound industry and cotrunerce to prevent so far as possible
the emergence of blighted and marginal lands and areas of
chronic unemployment and to aid in the development of existing
areas of blight, marginal land and persistent unemployment; and
WHEREAS, factors necessitating the active promotion
and development of economically sound industry and commerce are
the increasing concentration of population in the metropolitan
areas and the rapidly rising increase in the amount and cost of
governmenta� services require3 to meet the needs of the
increased po�ulation and the need for devel.opment of land use
which will provide an adequate tax base to finance these
increased costs and access to employment opportunities for such
population; and
WHEREAS, througn the cooperative efforts of the Port
Authority, the City of Saint Paul (the "City") and the federal
governrnent (specifically including funds made available to the
City under an Urban Development Action Grant) tne existing
Saint Paul Hotel has been acquired and is being renovated by
the Saint Paul Hotel Limited Partnership (the "Hotel Project")
and a parking ramp is being constructed on land adjacent to the
Hotel by the Saint Paul Par;cing Ramp Limited Partnership (the
"Ramp Project' ) ; and
WHEREAS, at the time of the negotiation for financing
of the Hotel Project and Ramp Project tne development of an
office tower in the ai-r ri�izts above the Ramp Project was
contemplated; and
WHEREAS, by Resolution 1906, adopted on OctoUer 6,
1981, the Port Authority gave preliminary approval to the
issuance of approximately $2U,OOO,OOU in its industrial
development revenue bonds to finance tize develop;nent of a
condominium office tower in the air rig'nts above the Ramp
Proj ect; and
_ � `� f'�
.�:
. .
WFiEREAS, The Port Authority of the City of Saint Paul
(the "Authority" ) has received from Rice Park Associates, a
Minnesota partnership comprised of Richard V7olsfeld, Jr. ,
Donald W. Ringrose, David Bennett, David S. Doty, Frederick C.
Arown, Jr. , and James Lockhart (nereinafter referred to as
"Company" ) a request that the Authority issue its revenue bonds
to finance the acquisition, installation and construction of an
off_ice facility (hereinafter called the "Off_ice Project" ) above "
the Ramp Project in the City of St. Paul, all as is more fully
described in the staff report on file; and
V�f-iEREAS, the Authority desires to facilitate the .
selective development of the community, to retain and improve '
its tax base and to help it provide the range of services and
employment opportunities required by its population, and said
Office Project will assist the City in achieving that
objective. Said Office Project will help to increase the
, assessed valuation of the City and help maintain a positive
relationship between assessed valuation and debt and enhance
the image and reputation of the City; and
WHEREAS, the Office Project to be financed by revenue
bonds will result in substantial employnent opportunities in
the Office Project;
WHEREAS, the Authority has been advised by repre-
sentatives of the Company that conventional, commercial .
financing to pay the capital cost of the Office Project is
- available only on a Iimited basis and at such high costs of
borrowing that the economic feasibility of operating the Office
Project would be significantly reduced, but the Company has
also advised this Authority trat with the aid o£ revenue bond
financing, and its resulting low borrowing cost, th e Project is
economically more feasible;
V►'HEREAS, Miller & Schroeder Municipals, Inc. (the
"Underwriter" ) has made a proposal in an agreement (the
"Underwriting Agreement" ) relating to the purchase of the
revenue bonds to be issued to finance the Project;
WFiEREAS, the Authority, pursuant to i•linnesota
Statutes, Section 474.OI, Subdivision 7b did publish a notice,
a copy of whicn with proof of publication is on file in the
office of the Authority, of a public hearing on the proposal of
the Company that the Authority finance the Project hereinbefore
described by the issuance of its industrial revenue bonds; and
, �.
� � �? 7l �'%�
' ' WHEREAS, the Authority did conduct a public hearing
pursuant to said notice, at which hearing the recommendations
contained in the Authority' s staff inemorandum to the
Commissioners were reviewed, and all persons who appeared at
tY►e hearing were given an opportunity to express their views
. with respect to the proposal.
T70ZA�, THF.REFORE, RF, IT RESOLVED by tY►e Commissioners
of the Port Authority. of the City of Saint Paul, Minnesota as "
follows:
1. On the basis of information available to t'ne
Authority it appears, and the Authority hereby finds, that said _
Office Project constitutes properties, used or useful in '
connection with one or more revenue producing enterprises
engaged in any business within the meaning of Subdivision la of
Section 474.02 of the Act; that the Office Project furthers the
purposes stated in Section 474.01 of the Act, that the
availability of the financing under the Act and willingness of
the Authority to furnish such financing will be a substantial
inducement to the Company to undertake the Project, and that
the effect of the Office Project, if undertaken, will be to
encourage the development of economically sound industry and
commerce and assist in the prevention of t'ne emergence of
blighted and marginal land, and will help to prevent chronic
unemployment, and will help the City to retain and improve its
tax base and provide the range of services and employment
opportunities required by its population, and will help to
prevent the movement of talented and educated persons out of
the state and to areas within the state where their services
may not be as effectively used and will result in more
intensive development and use of land within the City and will
eventually result in an increase in the City's tax base; and.
that it is in the best interests of the port district and the
people of the City of Saint Paul and in furtrerance of the
general plan of development �to assist the Company in financing
the Project.
2. Subject to the mutual agreement of the
Authority, the Company and the purchaser of the revenue bonds
as to the details of the lease or ot'ner revenue agreement as
defined in the Act, and otlier docur,�ents necessary to evidence
and effect the financing of tiie Office Project and the issuance
of the revenue bonds, the Office Project is hereby approved and
authorized and the issuance of revenue bonds of the Authority
in an amount not to exceed approximately $4,000,000 (other than
such additional revenue bonds as are needed to complete the
Office Project) is authorized to finance the costs of the
Office Project and the recommendations of the Authority' s
staff, as set forth in the staff inemorandum to the
Commissioners which was presented to the Commissioners, are
incorporated herein by reference and approved. �
1
• • �
• ' 3. In accordance with Subdivision 7a of Section
474.01, Minnesota Statutes, the Executive Vice-President of the
AUTHORITY is hereby authorized and directed to submit the
proposal for the above descriUed Office Project to the
Commissioner of Securit�es, requesting his approval, and other
officers, employees and agents of the AUTHORITY are hereby
� authorized to provide the Commissioner with such preliminary
information as he may require.
4. There has heretofore been filed with the
Authority a form of Preliminary Agreement between the Authority
and Company, relating to the proposed construction and
financing of the Office Project and a form of the Underwriting _
Agreement. The form of said Agreements have been examined by �
the Commissioners. It is the purpose of said Agreements to
evidence the commitment of the parties and their intentions
with respect to the proposed Office Project in order that the
Company may proceed withoat delay with the commencement of the
acquisition, installation and construction of the Office
Project with the assurance that there has been sufficient
� "official action" under Section 103 (b) of the Internal Revenue
Code of 1954, as amended, to allow for the issuance of
industrial revenue bonds (including, if deemed appropriate, any
interim note or notes to provide temporary financing thereof)
to finance the entire cost of the Office Project upon agreement
being reached as to the ultimate details of the Office Project
and its financing. Said Agreements. are hereby approved, and
the President and Secretary of the Authority are hereby
authorized and directed to execute said Agreements.
5. Upon execution of the Preliminary Agreement by
the Company, the staff of the Authority are autliorized and
directed to continue negotiations �vith the Company so as to
resolve the remaining issues necessary to the preparation of
the lease and other documents necessary to the adoption by the
� Authority of its final bond resolution and the issuance and
delivery of the revenue bonds; provided that the President (or
Vice-President if the President is abse:�t) and the Secretary
(or Assistant Secretary if the Secretary is absent) of the
Authority, or if either of such officers (and his alternative)
are absent, the Treasurer of t'ne Authority in lieu of such
absent officers, are hereby authorized in accordance with the •
provisions of Minnesota Statutes, Section 475.06, Subdivision
1, to accept a .final offer of the Underwriters rnade by the
Underwriters to purchase said bonds and to execute an
underwriting agreement setting forth such offer on benalf of
the Authority. Such acceptance shall bind the Underwriters to
said offer but shall be subject to approval and ratification by
the Port Authority in a formal supplemental bond resolution to
be adopted prior to the 3elivery of said revenue bonds.
. `� . ��� ' � ��.�
'• G. The revenue bonds ( including any interim note or
notes) and interest thereon shall not constitute an
indebtedness of the Authority or tne City of Saint Paul within
the meaning of any constitutional or statutory limitation and
shall not constitute or give rise to a pecuniary liability of
the Authority or the City or a charge against their general
credit or taxing powers and neither the full faith and credit
nor the taxing powers of the Authority or the City is nledged _
for the payment of the bonds (and interim note or notes) or
interest thereon.
7. In order to facilitate completion of the revenue
bond financing herein contemplated, the City Council is hereby :
requested to consent, pursuant to La�as of Minnesota, 1976,
Cnapter 234, to the issuance of the revenue bonds (including
any interim note or notes) herein contemplated and any
additional bonds which the Authority may prior to issuance or
from time to time thereafter deem necessary to complete the
Office Project or to refund suc'n revenue bonds; and for such
� purpose the Executive Vice President of t'ne Authority is hereby :
aut�lorized and directed to forward to the City Council copies
of this resolution and said Preliminary Agreement and any
additional available information the City Council may request.
8. The actions of the Executive Vice-President of
th� Authority in causing public notice of the public hearing
and in describing the general nature of the Office Project and
estimating the principal amount of bonds to be issued to
finance the Office Project and in preparing a draft of the
prop�sed application to the Commissioner of Securities, State
of t�linnesota, for a��roval of the Office Project, which has
been available for insnection by the public at the office of
the Authority from and after tlie publication of notice of the
hearing, are in all respects ratified and confirmed.
Adopted December 22, 1981 �
� � ' ) .
� ;
( ./✓��, ._ i ,� `
Att e s t � � ' -�-���---
Pres`ident�
The �rt%Authority of the City
, of Saint Paul
� _" �G[-�
� Secretary
-� , L��ii�. 4 , �
; . . Fi��C�, � _
� ., � 8/ asq
. .
� OM Ol : 12/1975
Rev. : 9/8�/ I�1t7 :
fXPLANATION OF ADMINISTRATIVE ORDERS,
RESOLUTIONS, AND ORDINANC�S
. RECEIVED
�4ECEIVED DEC � 819$1
Date: December 22, 1981 DEC 2 9 19$�
CITY ATTORNEY
T0: MA R EORGE LATIMER MAYORS OFFICE
FR: E. ut, St . Paul Port Authority
RE: RICE PARK ASSOCIATES (BRW)
� $4,000,000 REVENUE BOND ISSUE
ACTION REQUESTED:
In accordance with the Laws of Minnesota, Chapter 234, it is requested that the
City Council, by Resolutian, a draft copy of which is attached hereto, approve
the issuance of approximately $4,000,000 in revenue bonds to finanee the construc-
t� of two floors of condominium office space in the St . Paul Hotel Parking Ramp
pro�ect for Rice Park Associates, a Minnesota partnership comprised of Richa�d
Wolsfe�d, Jr. ;. Donald W. Ringrose; David Bennett; David S. Doty; Frederick C.
.Brown, Jr. ; and James Lockh�rt .
PURPOSE AND RATIONALE FOR THIS ACTION:
The purpose of the bond issue is to construct two floors of condominium office
space in the St . Paul Hotel Ramp pro�ect by Rice Park Associates . The partncrs
will personally guarantee the issue and be �ointly and severa�ly liable for the
amortization payments . Because of the many elements in this pro�ect (Amhoist
buildin�) , all of the proposed bond issues will provide for a calam3,ty ca11. Un-�
less Amhoist, Yorktown, T & I� Enterprises, Rice Park Associates and M Associates
are all successfully sold and all the necessary documents executed and elosed
the building would not proceed.
ATTACHMENTS: �
Staff Memorandum
Draft City Council Resolution
Port Ruthority Resolution No. 1959
cc : R. Tharpe, Manpower Services
: � � � �
� � U 'THORITY
���'����
OF THE CITY OF ST. PAUL .
Memorondutn
TO: Board of Commissioners DATE: Dec. 18, 1981
Special Meeting Dec. 22, 1981
��
\ '
�
FROM: E. A.�r�Gr:a'�
� '�-'��`
SUBJEC7: RICE PARK ASSOCIATES (BRW)
PRELIMINARY AND UNDERWRITING AGREEMENT - $4,000,000 876 REVENUE BOND ISSUE
ST. PAUL HOTEL RAMP TOWER PROJECT
RESOLUTION N0. 1959
PUBLIC SALE HEARING - SALE OF LAND - AIR RIGHTS
� RESOLUTION N0. 1960
1 . THE PROJECT
Bennett, Ringrose and Wolsfeld are the architects for the Amhoist Tower.
They have agreed to acquire two floors in the building. The bond issue
is estimated at $4,000,000. The partnership will be comprised of Richard
Wolsfeld, Jr. ; Donald W. Ringrose; David Bennett; David S. Doty; Frederick
C. Brown, Jr. ; and James Lockhart, who have a combined net worth in excess
of $5,000,000. The partners will personally guarantee the issue and be
jointly and severably liable for the amortization payments.
It should be understood that there is a likelihood that this partnership
may request an assignment to another buyer in the future since the effort
herE is to structure a building of sufficient height to meet the conditions
on elevation as set by American Hoist & Derrick. The elevation concern of
Amhoist is to provide the executive offices with an unimpeded view which
requires that they be higher than the Northwestern Bell Telephone Company
building. It should also he noted that there will be five to six floors
of deluxe residential condominiums above the 21st or 22nd floor.
The individuals are men of substantial means, all having a vital interest
in their businesses in the St. Paul-Minneapolis area.
2. TERMS OF THE LEASE
The terns of the lease provide for fiscal and administrative fees, earnings
on the sinking fund, and earnings on the debt service reserve fund to
inure to the benefit of the Port Authority. Reserve fund interest will
commence after five years. Fiscal and administrative fees are based on a
rate of .42� per million per month for the first 10 years, .54% per million
per month for the second 10 years, and .66% per million per month for the
final 10 years and will amount to:
MONTHLY ANNUALLY
First 10 years 1 ,680 20,160
Second. l0 years 2,160 25,920
Final 10 years 2,640 31 ,680
i}'�j:' ' i�
' I�D�O r ���
. Boarc+ of Commissioners
Dec. 18, 1981
Page -2- �.
The agreementsrwill contain an option to purchase the facility upon
amortization of the bonds for �1 .00.
3. U��D'cRWRITING
i•;iiler & Schroeder Municipals have agreed to underwrite the issue
as they normally due in an 876 Port Authority supported financing
program. .
Because of the many elements in this building, all of th� proposed
b�nd issues will provide for a calamity call . Unless Amhoist, Yorktown,
T & H �n�erprises , BR�,' (Rice Park Associates) and N Associates are all
successfully sold and all the necessary documer�ts executed and closed
. t�e building would not proceed.
4. R=COMh1�NDATION
This building with the addition of thes� floors ��ill now contain not
less than seven floors of parking ramp and 14 floors of office space.
I t i s 1 i kely, ho�vever, that wi th the condomi ni urns on top and other
developments still being negotiated, that the minimum eleva�ion will
be at least 27 floors or more.
S�a�f recornnends approval of Resolutien �o. 1959 which approves the
P re?iminary and Underwriting Agreements and Resolution No. 19s�which
a�raves the sal e of the ai r ri ghts.
cF,K:jno