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Authorizing the execution of the Capital Allocation Agreement for the Rivercentre Complex among City, RiverCentre Convention and Visitors Authority, and Saint Paul Arena Company, LLC.
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WHEREAS, the City of Saint Paul, Minnesota (the "City"'), is the owner of certain land and improvements situated thereon, located at 175 West Kellogg Boulevard, Saint Paul, Minnesota and commonly known as the RiverCentre Convention Center, the Roy Wilkins Auditorium, the RiverCentre Parking Ramp, and the Pedestrian Connection linking the RiverCentre to the City’s skyway system (hereinafter collectively referred to as the "RiverCentre"); and
WHEREAS, the City entered into an Agreement with the RiverCentre Convention & Visitors Authority, a Minnesota non-profit corporation (the "RCVA"), whereby the City has engaged the RCVA to, among other things, equip, maintain, manage and operate the RiverCentre; and
WHEREAS, Laws of Minnesota, 2008, Chapter 366, Article 5, Section 36 (the “Original Special Law”) as amended by Laws 2014, Chapter 150, Article 5, Section 5 (the “2014 Amendments”) as further amended by Laws 2023, Chapter 64, Article 8, Section 5 (the “2023 Amendments” and together with the Original Special Law and the 2014 Amendments, the “Special Law”) authorized the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the “HRA”) to establish a redevelopment tax increment financing district (the “Minnesota Events District” or the “TIF District”) consisting of the properties formerly included in the HRA’s Downtown and Seventh Place Tax Increment District; and
WHEREAS, the Original Special Law provided that tax increments (the “Tax Increments”) from the Minnesota Events District could be expended only (after making certain payments) to pay principal and interest on the HRA’s Sales Tax Refunding Revenue Bonds (Civic Center Project), Series 1996 (the “Series 1996 Bonds”), and
WHEREAS, Laws of Minnesota 1993, Chapter 375, Article 9, Section 46, as amended, (the “Sales Tax Law”) authorized the City to impose a sales and use tax of one-half of one percent (0.5%) on taxable sales that occur within the City (the “Sales Taxes”), and to use the Sales Taxes to pay for certain projects; and
WHEREAS, Sales Taxes were previously pledged, pursuant to an Indenture of Trust dated April 1, 1996 (the “1996 Indenture”), to the payment of the Series 1996 Bonds and various series of new money and refunding revenue bond issues relating to the City’s RiverCentre Arena; and
WHEREAS, a significant portion of the day-to-day operational functions of the RiverCentre are presently being managed by the Saint Paul Arena Company LLC, a Minnesota limited liability company (“SPAC”) pursuant to that certain Professional Management Services Agreement for Saint Paul RiverCentre made by and between SPAC and the RCVA, for the term commencing January 1, 2023 and terminating no later than December 31, 2035; and
WHEREAS, the City, RCVA and SPAC (collectively, the “Parties”), entered into a Capital Allocation Agreement for the RiverCentre Complex (the “Agreement”) on April 1, 2009, as amended on or about January 1, 2017, which specifies, among other things, the use by the Parties of Tax Increments and certain limited proceeds of the Sales Taxes; and
WHEREAS, the City’s legal authority under the Special Law to use the Tax Increments to repay revenue bonds ended in 2023 and pursuant to the 2023 Amendment to the Special Law, commencing in tax year 2024, Tax Increments “may be expended to facilitate capital improvements within the City’s RiverCentre Complex, including but not limited to the St. Paul RiverCentre, Xcel Energy Center, Roy Wilkins Auditorium, and St. Paul RiverCentre Parking Ramp and adjacent areas controlled by the City”; and
WHEREAS, the Agreement between the Parties, as amended, provided the last payment of Tax Increments (as defined in the Agreement) to be made by the City to SPAC and RCVA shall be on or before March 31, 2023 and the Parties desire to enter into a new Capital Allocation Agreement to specify, among other things, the agreement among the Parties as to the allocation and use by the Parties of Tax Increments and certain limited proceeds of the Sales Taxes as a result of the transfer of the Tax Increments by the City to the RCVA.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Saint Paul, Minnesota that the City Council hereby approves and authorizes the execution the Capital Allocation Agreement for the RiverCentre Complex among City of Saint Paul, RiverCentre Convention and Visitors Authority, and Saint Paul Arena Company, LLC, in substantially the form on file with the Director of the Saint Paul Department of Planning and Economic Development (“PED”); and
BE IT FURTHER RESOLVED, that the Director of PED is further hereby authorized to negotiate and agree to any and all other terms, conditions, amendments, deletions or revisions to the Capital Allocation Agreement which are consistent with the recitals contained in this Resolution and which do not materially and adversely affect the rights or obligations of the City, provided that such amendments are reviewed and approved by the City Attorney's office. The Director, staff and legal counsel for PED are further directed and authorized to take all actions necessary to implement this Resolution.