Union Depot Development and Activation Framework

UNION DEPOT ACTIVATION AND DEVELOPMENT STRATEGY
PREPARED FOR:
RAMSEY COUNTY REGIONAL RAILROAD AUTHORITY
PREPARED BY:
HR&A ADVISORS, INC.
NOVEMBER 2010

UNION DEPOT ACTIVATION AND DEVELOPMENT STRATEGY 3
Contents
Executive Summary....................................................................................................................................................... 4
Introduction: The Union Depot Opportunity ...........................................................................................................11
A Critical Site for Downtown Saint Paul
Downtown Development Context.............................................................................................................................15
Assessing Development Potential.............................................................................................................................16
Challenge: Creating External Demand
Opportunity: A Distinctive Destination
Case Study: San Francisco Ferry Building Marketplace
Recommended Development Program....................................................................................................................22
Using Programming to Enhance Demand
Options for Site Development
Development Implementation ...................................................................................................................................28
Maximizing the Opportunity for Success
Maximizing the Economic Benefits of Union Depot: Transit + Programming...................................................34
Recommended Plan of Action...................................................................................................................................37

4 HR&A ADVISORS, INC.
VISIONUnion Depot will become a
transit hub filled with a
diverse mix of businesses and
cultural programming.
Investment in the reestablishment of transit uses at
Union Depot and the restoration of this historic building
will provide a new platform for growth in Saint Paul.
Several new and existing transit lines will serve the
region through the building, and its leasable areas and
monumental civic spaces can serve as a vibrant new
civic hall with an active front plaza – the next great
public space for downtown Saint Paul. It will be a hub
of activity for trains and buses, bikes, automobiles and
the Saint Paul skyway system, and can also be one for
downtown workers at the end of their day, for
Lowertown residents looking for culture and an active
urban lifestyle, and for families and visitors from
throughout the city and across the region looking for a
new opportunity to come downtown.
In addition to a multimodal transit hub, Union Depot will
be a public space surrounded by dozens of acres of
developable land – strategic redevelopment sites for
both the City and County, upland in Lowertown and
across much of the downtown riverfront. Over the years
to come, transit riders will help activate the building as
riders board and alight trains or change modes of
transit through the station. Nonetheless, Union Depot’s
remarkable civic spaces also provide an opportunity to
complement and augment transit services by creating a
distinctive destination for culture, entertainment, retail,
and other public services that bring a broader array of
people into the building and into downtown from
across the Twin Cities – a mission that will be core to
the success of the project in fulfilling the four goals
established for this Union Depot Activation and
Development Strategy:
 To ensure Union Depot becomes a vibrant and
inviting place for transit riders first and foremost, as
well as for downtown residents, employees, and the
entire Twin Cities region;
 To provide a revenue stream to support and sustain
Union Depot operations;
 To maximize the economic benefits of Union Depot
redevelopment; and
 To engender the continued growth of Lowertown as a
diverse cultural destination and a unique place to
live, work, and visit.
Union Depot should house a distinctive marketplace
and host an intensive schedule of public programs, to
complement its transit services. Based on a robust
market analysis that included assessment of local
demographics and real estate markets, incorporated
findings from the Downtown Station Area Plans and
other recent downtown planning efforts, and
considered best practices in other cities, HR&A
recommends the development of a mix of retail, event
and civic uses in the Union Depot building that could
include up to 95,000 square feet of retail and
programmed civic space, home to a regular schedule
of arts, cultural, and entertainment programs that help
drive traffic to and through the building.
This development program will complement the
transportation mission of Union Depot, and encourage
additional civic and economic activity in the building. It
is a concept has been implemented with great success
for the adaptive re-use of several transit hubs across
the country, including San Francisco’s Ferry Terminal,
New York’s Grand Central Terminal and Washington,
DC’s Union Station, among others. It is a strategy
based in part on the success of these precedents, but
also on the underlying market potential of Lowertown,
targeted to achieve a vision that is uniquely Saint Paul.
Through a phased approach to redevelopment,
beginning with the reactivation of the Union Depot
building as a monument to 21st Century infrastructure
and the people of the Metro region, Ramsey County
and the City of Saint Paul have the opportunity to
realize all four goals of this Activation and
Development Strategy.

Conceptual Reuse Program
Union Depot Building Program
Program Area Square Feet %
Permanent Tenant Areas 24,700 13%
Basement Parking or Tenant Space 31,900 17%
Great Hall 10,100 5%
Concourse 4,900 3%
Waiting Room 22,800 12%
Transit Infrastructure & Services 90,900 49%
Total 185,300 100%
Front Plaza & Lawn 41,100
*Estimated based on design development plans; subject to change through future planning
**Headhouse subbasement and other parking areas not included

UNION DEPOT CAN BE…
A multimodal transit hub for millions of transit
riders annually. Beginning with Amtrak and local and
regional bus lines in 2012, the Central Corridor Light
Rail in 2014, and plans for high speed rail and several
other regional rail lines in the decade to come, Union
Depot will be the premier multimodal transit hub in the
Twin Cities region. Ridership is expected to top 4
million people each year within 25 years. The project
also includes new and enhanced infrastructure for
cyclists and pedestrians, along with ample space for
public parking.
A catalyst for economic development. Preliminary
projections show that the transportation components of
the Union Depot project recently approved for
construction by the Ramsey County Regional Railroad
Authority, can deliver nearly $565M in economic
benefits throughout the region over the next 25 years.
Nonetheless, these benefits can be substantially
augmented through the establishment of a diverse mix
of permanent users and temporary programs in the
building’s civic spaces. As documented in several other
cities and other transit hubs, large civic buildings
activated by destination programming and retail uses
have become signature urban amenities that attract
residents, employers and visitors; some have resulted in
double-digit percentage increases in surrounding
property values. If filled with permanent uses and
temporary events that complement and enhance transit
services and the unique character of Lowertown – arts
and cultural programs, restaurants and sustainable
agricultural products, and locally-based small
businesses – Union Depot can also add hundreds of
jobs and result in significant property value increases,
beyond the baseline benefits of transit.
A new anchor for a Lowertown Market District.
The Saint Paul Farmers Market – just one block from
Union Depot – has become a signature asset for
Lowertown, attracting upwards of 20,000 people on a
Rendering of Union Depot and the Central Corridor Light Rail from Wacouta and Fourth Streets. (RCRRA).

given weekend and more than a half million people
each year. The Union Depot building has the capacity
to develop a distinctive small-tenant marketplace that
complements this Twin Cities destination for fresh
produce with artists, restaurants, prepared foods and
other locally-owned small businesses and entrepreneurs
seeking to start new companies or expand business
lines. Such a diverse marketplace – part of a larger
tenant mix and programming strategy for Union Depot
– would bring more traffic into the Depot building to
support retail demand and leasing values, while also
driving additional foot traffic to the farmers market
and businesses throughout Lowertown. Retailers and
other small businesses from throughout Saint Paul and
Ramsey County, representing not only the farm-based
businesses that have shown excess demand for stalls at
the farmers market, but also local arts, culture, and
prepared foods, can be designed to complement the
Farmers Market and Lowertown business community.
They can help provide a vibrant station environment
and amenities for transit riders while also inducing new
demand for transit services at Union Depot,
encouraging ridership outside of regular commuter
hours. While a Union Depot marketplace might start
small, with select market days or programs, done right
and managed by experienced leadership, it could
grow into a permanent market destination for
downtown and Ramsey County as part of a larger
Lowertown Market District.
A hub for arts, culture and entertainment. Union
Depot can become a centerpiece for Lowertown’s high
profile arts community, cultural programming, and
burgeoning entertainment district. Its front lawn and
interior civic spaces can be filled with arts and cultural
uses and events, as well as restaurants and bars that
add critical mass to the Lowertown Entertainment
District. Events, organized programming, and art
exhibitions can be designed and promoted to bring
diverse audiences from local, regional, and global
constituencies that will drive demand for leasable
space. Combined with a distinctive destination events
venue, Union Depot can also become a premier
entertainment and cultural hub in the Twin Cities.
A site for new jobs, homes, and visitors. Greater
accessibility through mass transit connections and a
catalytic development program in the historic Union
Depot building can help turn surface parking lots and
other sites throughout Lowertown and on the Union
Depot property into new mixed-use transit-oriented
development. Augmenting a transit hub with amenities
for residents and workers can lay a foundation for
private investment for decades to come – investment
that will produce new jobs, provide homes for new
residents, and attract new visitors from near and far.
A critical link for riverfront redevelopment.
Positioned below the bluffs of downtown Saint Paul
and stretching nearly to the Lower Landing, the Union
Depot building provides the greatest potential
connection to the riverfront. It lies at the heart of the
17-mile-long Great River Park, currently the subject of
a major master planning initiative. Its programming
and development can become a destination arts,
culture, and food stop along this new signature
economic development initiative for the City, while also
enhancing the value of dozens of acres of government-
owned property stretching from the Bruce Vento
Nature Sanctuary to the Science Museum of Minnesota.
Appropriately redeveloped, it can be a catalyst for
the regeneration of the city’s waterfront, as other cities
have experienced with comparable projects.
_____
Union Depot can be all of these things for Ramsey
County and the City of Saint Paul, but concerted action
will be needed to make these ideas a reality. As the
infrastructure is laid for Union Depot’s new transit
services, a development and stewardship platform must
be built to ensure Union Depot becomes a vibrant civic
asset for the people of Saint Paul and the region that
maximizes Ramsey County’s return on investment.

Rendering of the Union Depot Waiting Room with modern pavilions that could be used for market tenants. (RCRRA).
Rendering of the Union Depot multimodal transit hub project at night. (RCRRA).

ACTIONRamsey County and the City
of Saint Paul should develop
a public-private partnership
to spearhead Union Depot
programming and leasing,
adopting a phased approach
for success.
Large-scale city-changing development initiatives like
the Union Depot project have benefits that last for
generations and accrue over time. Those projects that
have been most successful focus on a great first phase
of development; the initial years after the ribbon is cut
are often critical to building momentum for the long-
term success of the project. Bringing people into the
building in early years can induce new transit ridership
while also driving new foot traffic to Lowertown
businesses. It can create a vibrant place – an amenity
that people want to live near and around which
employers want to locate.
Ramsey County has taken the first and most pivotal
step in this plan for success: it has committed to the
restoration of the Union Depot building and the
improvement of its site for new transit services; it has
provided the physical platform for growth. Now, with
less than two years before the building is reopened to
the public and the first Amtrak trains rolls into the
station, there are three overarching initiatives that can
help ensure Union Depot becomes a vibrant and
inviting place that encourages transit ridership,
generates revenue to sustain its operations, and
catalyzes economic and real estate development for
Ramsey County and the City of Saint Paul, while
leveraging private resources to the greatest extent
possible to maximize the benefit of public funds.
1. Pursue public-private partnership
implementation of Union Depot programming and
development. While the core transit functions of the
Depot should remain with the Ramsey County Regional
Railroad Authority, private entrepreneurship can help
the County define a realistic development business plan
and realize the greatest public benefit from the project
with the least public cost. Ramsey County should
identify a private not-for-profit or for-profit
development partner through a well-marketed
solicitation process that results either in the designation
of an existing organization as a master-lessee of the
Depot’s programmable space or the creation of a new
special-purpose not-for-profit entity.
2. Pursue efforts to improve the marketability of
the Union Depot building and site. A new
connection from the Waiting Room to the riverfront, a
new anchor tenant for the Union Depot site, a
commitment to the development of a signature linear
park along the Train Deck, all could improve the
chances of attracting a top-quality development
partner for Union Depot. These are but three of a host
of measures outlined in this report that Ramsey County
should pursue to make the site more attractive to
potential developer partners.
3. Establish the parameters for public
programming and the use of civic space. Arts,
cultural, entertainment, educational, and market
programming can help make Union Depot a destination
for residents, workers, and visitors throughout the Twin
Cities, activating the building’s impressive civic spaces,
inducing demand for transit services, and creating
demand for retail and other leasable areas in the
station complex. RCRRA must define the parameters
for the use of spaces within the station complex to
maximize development flexibility while not
encumbering the station’s core function as a multimodal
transit hub.
_____
Ultimately, RCRRA must act swiftly and efficiently to
ensure that Union Depot is an activated, inviting public
place when the station opens in 2012 and as it builds
momentum as the premier transit hub in the region.

Union Depot’s historic Waiting Room has the capacity to become a vibrant civic gathering place – a flexible space for rentals and
development, with small-business public marketplace that complements and augments its function as a mass transit waiting room for
the 21st Century. (HR&A)

Introduction: The Union Depot Opportunity
Union Depot presents a once-in-a-generation
opportunity for Ramsey County and the City of Saint
Paul. As the economy begins to emerge from the
recession, multiple levels of government are making an
investment that will yield substantial returns for
decades to come. The Union Depot construction project
recently approved by RCRRA will have three direct
legacies imperative to downtown development and
local, regional, and national economic growth:
 Multimodal Transit Infrastructure: The reactivation of
Union Depot as a multi-modal transit hub will create
a new gateway to Saint Paul for the 21st Century.
Amtrak, local and intercity buses, the Central
Corridor Light Rail, and ultimately several other
transit lines, combined with significant improvements
to bicycle and pedestrian infrastructure in downtown,
will provide alternative means of transportation for
millions of commuter and leisure trips every year,
fostering the sustainable long-term growth of the
Metro region, and making it a more attractive place
to live, work, and play.
 A Monumental Civic Building: The Union Depot
investment includes a meticulous restoration of the
landmark 1920 Charles Sumner Frost building, listed
on the National Register of Historic Places. In
addition to serving as a grand gateway to the Twin
Cities, Union Depot can provide a new platform for
economic, cultural and community development to
enhance its mass transit benefits. The monumental
Waiting Room – half the size of a football field –
and the Guastavino-tiled Concourse will be reopened
to the public for the first time since the 1970s. These
distinctive spaces will have substantial capacity for
public and private use that complement and augment
multimodal transit hub functions. In the historic
Headhouse, the Great Hall can continue to serve as a
destination event venue for the region while also
becoming a flexible public space for Lowertown and
the downtown office community – a new “living room”
for Saint Paul. These expansive interior public
spaces, combined with a newly expanded front
plaza and lawn, offer a significant opportunity to
create a vibrant civic gathering place that catalyzes
private investment in tens of thousands of square feet
of potential tenant spaces within the building and on
numerous development sites throughout downtown.
 A Catalyst for Economic Growth and a Site for Long-
Term Development: The Union Depot project will
create jobs, augment real estate values, and enhance
the economic competitiveness of downtown Saint Paul
and communities connected to transit throughout the
region, with estimated economic benefits of nearly
$565 million over the next 25 years. Moreover, in
addition to serving as a catalyst for new investment
and development in downtown, the Union Depot site
itself presents a significant opportunity for long-term
downtown growth, covering approximately ten
percent of the entire land area of downtown Saint
Paul; enough land to support the project’s
transportation infrastructure as well as potential
development sites for future buildings. At the
intersection of Lowertown and the Mississippi River,
Downtown and the region, the site holds the long-
term potential for new homes and new jobs for the
City and County.
This Activation and Development Strategy concentrates
on a central element for Union Depot’s success: the
redevelopment of Union Depot real estate as an
unparalleled civic asset for the people of Saint Paul
and the entire Twin Cities region. It addresses:
 The development context that will influence Union
Depot redevelopment;
 The site’s development potential, including challenges
for serving transit riders and opportunities for making
the most of the Union Depot investment, based in best
practices from comparable projects;
 How Ramsey County and the City of Saint Paul can
establish an organizational and financial structure to
advance station development that complements and
supports the Depot as the premier multi-modal transit
hub in the region with vibrant civic and economic
activity; and
 The potential economic benefits of the Union Depot
project, and a strategy for maximizing benefits to
City, County, and region.

The public sector owns nearly the entire downtown riverfront in Saint Paul, shaded in yellow. Dozens of acres of development sites
within this area are owned by Ramsey County, while the United States Post Office owns a 750,000 square foot building
immediately to the west of Union Depot. The Depot building istelf lies at the center of the riverfront, granting the opportunity for a
significant development project to catalyze new development all along the riverfront, and on several strategic development sites
throughout downtown identified in the Downtown Station Area Plan, outlined above. (HR&A, Google Earth)
The historic Union Depot building will be restored to its former glory and expanding with a new entrance pavilion along Kellogg
Boulevard and a new loading dock facility. Although the 35-acre Union Depot site will include new rail tracks and platforms for
both rail and bus services, a significant portion of the site will be available for future vertical development as markets rebound and
and Lowertown matures with more amenities, including transit and other uses in the Depot building itself. (HR&A, Google Earth)

A Critical Site for Downtown Saint Paul
The 35 acres that Ramsey County acquired for the
Union Depot project represent approximately ten
percent of the entire land area of downtown Saint Paul
and approximately one-third of the downtown
riverfront. Its assets lie at the heart of Saint Paul’s
past, present, and future economic growth: it was the
confluence of the railroads and river boats at the site
that gave rise to the historic warehouses of Lowertown;
it is the restoration of the building and introduction of
Amtrak, buses, and light rail that are powering job
creation and creating a platform for growth in this
challenging economy; and it will be the confluence of
transit lines planned for the future that will continue to
augment Saint Paul’s ability to attract new jobs,
residents, and visitors.
Investments made today in the Union Depot building
and on its site will lay the groundwork for decades of
economic development. The planned program of the
transportation project can be considered as three
interrelated elements: transit infrastructure and
services, restored station spaces, and site work.
Transit Infrastructure and Services: Ultimately, Union
Depot is planned to provide 4 rail platforms leading to
8 passenger rail tracks, a major facility for intercity
and local buses, a welcome mat for the terminus of the
Central Corridor Light Rail, a bicycle facility, more than
650 parking spaces, and enhanced infrastructure for
pedestrians and cyclists across the site. Each of these
uses will have a presence in the Union Depot building
and on its surrounding land. While all of these
program elements are expected to materialize in the
next 25 years, they will be implemented incrementally,
with Amtrak, bus, and cyclist facilities opening in 2012,
the Central Corridor Light Rail debuting in 2014, and
additional regional rail lines following soon thereafter.
Restored Station Spaces: The Union Depot construction
project will include a detailed restoration of the historic
building and its front plaza. Major building areas
include:
 Approximately 25,000 square feet of permanent
tenant space in existing building spaces;
 Nearly 40,000 square feet of interior civic spaces,
including an expansive 300-foot by 80-foot column-
free Waiting Room, a nearly 5,000 square foot
Concourse with historic Guastavino ceilings, and a
10,000 square foot Great Hall;
 A one-acre front plaza, closed to automobile traffic
and reconfigured to welcome pedestrians.
 Nearly 32,000 square feet of basement space with
the potential for conversion to leasable area.
 Approximately 90,000 square feet of in-building
transportation infrastructure uses and services.
Site Work: Around the Union Depot building, the site
stretches from Sibley Street to the Bruce Vento Nature
Sanctuary, between Kellogg Boulevard and the
privately-owned freight rail lines that border the
southern edge of the site. This land covers more than
30 acres and will include a rehabilitated train deck
with a distinctive edge that leads to the nature
sanctuary, and at-grade parking for more hundreds of
cars. Some of this land can be made available to new
vertical construction in the years to come, as most
recently envisioned in the Downtown Station Area Plan.

Downtown Development Market Highlights
0%
5%
10%
15%
20%
25%
1/2 Mile from
Union Depot
City of Saint
Paul
Downtown Saint
Paul
City of
Minneapolis
Downtown
Minneapolis
East Metro 7-County Metro
Area
13-County
Metro Area
Twin Cities Population Growth Rate, 2000-2009
Leading Lowertown Office Industries
 Software & Technology
 Professional Services
 PR & Advertising
 Art & Design
 Non profits
 Smaller government service companies
Food & Beverage Retail Momentum
 Barrio Tequila Bar
 Bin Wine Bar
 The Bulldog
 Faces Mears Park
 Heartland Restaurant & Farm Direct Market
 Vines and Steins
New Residential Development, 2000-2009

Downtown Development Context
Downtown Saint Paul has seen the beginnings of an
urban renaissance over the last decade. Although
downtown still struggles to attract office tenants and
rents for both office space and retail have recently
fallen, residential uses downtown have shown signs of
promise – a critical first step for downtown
revitalization. From 2000-2009, Lowertown was one
of the fastest growing areas in the entire region, with a
rise in population of nearly 23%. Estimates show that
more than 4,500 people now live within ½-mile of
Union Depot, and that they are becoming increasingly
diverse, with Asians and Latinos the two fastest
growing segments of the population. Two thirds of the
neighborhood is non-family households, with an
average household size of 1.5 individuals per home.
Per capita income has grown by 35% to nearly
$43,000. Home prices downtown doubled, with the
creation of 2,265 housing units, and over the last few
years, this development has helped spawn several new
restaurants and bars, particularly in Lowertown.
Over the next decade, American cities will compete to
attract the two fastest growing segments of the
population: people in the 25-39 and 55-74 age
cohorts. Numerous studies have shown these age
cohorts increasingly choose to live in dense, urban
locations where amenities and culture are within
walking distance, and where their carbon footprint can
be minimized. According to one recent study, 77% of
Generation Y homebuyers and renters plan to live in a
central urban location. Office employers in growing
service sectors will increasingly choose urban locations
to cater to the best and brightest within this group. The
core neighborhood assets that have driven Lowertown’s
growth over the last decade consistently rank among
the top factors for young singles and couples’ location
decisions, which in turn influence employers’ decisions.
These same assets will continue to form the foundation
for the next chapter of Lowertown development:
 The Saint Paul Farmers’ Market provides the local,
organic foods and the kind of vibrant urban place
that is in high demand among those seeking urban
lifestyles.
 Vibrant Public Spaces, including Mears Park, which
has become a world-class urban amenity, complete
with a running stream, diverse plantings, and a
bandshell that hosts frequent cultural programs, as
well as the Bruce Vento Nature Sanctuary, perhaps
the only nature sanctuary in a downtown anywhere in
America, which provides a pastoral park for the 21st
Century within walking distance.
 A Robust Artist Community, many of whom live and
work in buildings around Union Depot, have created
a cultural destination in Lowertown, with galleries,
public sculpture, and active programming.
 Historic architecture and loft-style apartments
provide a housing form that caters to this
generation’s desire for change from the suburbs.
The Union Depot multimodal transit hub project will
provide an important next step for this neighborhood’s
development, connecting it to the region with mass
transit, reducing residents’ and workers’ car
dependence, and making the area a more
environmentally-friendly place to live and work. It can
support the development of a critical mass of venues
for the burgeoning Lowertown Entertainment District
and can enhance downtown’s ability to attract major
office tenants. Moreover, it can also provide a
significant link to Saint Paul’s riverfront, which is
currently the subject of a major master planning
initiative – the Great River Park project.
A market analysis produced for the 2009 Downtown
Station Area Plan and updated for this project
identifies potential demand for approximately 5,000-
7,000 new homes in downtown over the next three
decades, along with more than 1.8 million square feet
of office space, 100,000-150,000 square feet of
retail, and up to approximately 300 hotel rooms.
Nonetheless, Lowertown will still need to develop more
amenities to attract more people to live, work, and
play in the neighborhood – this lack of amenities is
consistently cited as one of the most pressing
neighborhood needs, and the pace at which they are
developed will be directly correlated to the pace of
new development in downtown. The development of
new amenities for residents and office workers,
including both service businesses and public
programming, can be a central element of Union Depot
to help advance this downtown development context.

Transit Service Implementation Timeline Assessing Development Potential
The Union Depot investment will yield three types of
real estate development opportunities:
 In-Station: Development of transit-serving retail and
other revenue-producing uses and public programs in
the Union Depot building;
 On-site: Development on the additional 30 acres of
land that Ramsey County owns around the historic
building; and
 Surrounding parcels: Development and
redevelopment of public and private lands in the
surrounding neighborhood, including dozens of acres
of County-owned land along the riverfront to the
west of Union Depot.
Each of these development areas must be considered
as a function of local real estate development markets
– they each have long-term development potential, in
line with trends in the growth of Lowertown and
downtown Saint Paul, but have varying degrees of
development potential in the near term while credit
markets are still tight and demand for new product
remains low.
However, development in the Union Depot terminal
building itself creates an additional consideration:
Union Depot will open in late 2012, marking the
beginning of its new life as a restored multimodal
transit hub. From this point on, the project’s success will
be measured not only by the amount of transit service
it provides, but also the quality of the multimodal hub
experience, the amenities it provides transit riders, and
its ability to foster economic activity and growth in
downtown Saint Paul and the region.
Phase I: 2012
Amtrak
Greyhound
Jefferson Lines
Metro Transit
Phase II: 2014
Central Corridor Light Rail
Phase III: 2015-2030
High Speed Rail
Duluth Intercity Rail
Eau Claire Intercity Rail
Red Rock Commuter Rail
Rush Line Corridor
Rochester Intercity Rail
Mankato Intercity Rail
Gateway Corridor
Riverview Corridor
Robert Street Corridor

Challenge: Creating External Demand
The challenge for developing transit-serving retail and
creating a vibrant station for transit riders will be to
create a destination that brings people to the building
for retail and entertainment programming that
complement mass transit services. An analysis of
multimodal transit hubs around the country reveals that
while transit riders create a certain amount demand for
in-station retail, this demand will fall well short of Union
Depot’s capacity.
Stations that rely on demand primarily from transit
riders can support approximately one square foot of
retail for every 1,100 annual riders. In other words, a
station that serves 1 million riders each year can
support approximately 900 square feet of retail –
perhaps one general store that sells coffee,
newspapers, soft drinks, and other goods to serve mass
transit riders. Although this correlation can serve as a
general rule of thumb, there are exceptions, depending
on the particular locational and use characteristics of a
given station.
For example, Union Station in Dallas, Texas, which
serves passengers from Amtrak, local and intercity
buses, and multiple commuter rail lines, does not have
any retail to serve its 4 million annual riders. Station
developers have attempted to provide retail services
for these riders – from coffee stands to a general store
to a shoe shine – without success; station developers
says commuters are well served by these amenities in
and around suburban stations where they board transit
in the morning, and retailers have not perceived an
opportunity to capture demand from these commuters
on their way home for such retail as groceries or
restaurants.
On the other hand, some multimodal hubs support retail
well in excess of this typical ratio of 1,100 riders per
square foot: stations such as New York’s Grand Central
Terminal, Union Station in Washington, DC, and the
Ferry Building on the San Francisco waterfront have
each created dynamic retail destinations with active
programming to attract demand from residents and
workers in their surrounding communities.
Union Depot ridership is projected to be
approximately 4 million by 2035, likely supporting
approximately 4,000 square feet of transit-serving
retail, or approximately one-quarter of the existing
tenant areas on the building’s main floor and less than
15% of the total existing tenant areas in the building.
Moreover, this demand will materialize incrementally
* Dallas Union Station has 4 million annual riders but no retail space.
*
0
500
1000
1500
2000
2500
3000
3500
Annual Multimodal Hub Riders per Square Foot of Retail
Mean

over the next twenty five years only as new transit
services at the Depot come online.
Absent the attraction of significant external demand, it
will be challenging for RCRRA to provide basic retail
services for Union Depot transit riders. When the
station opens in 2012, its ridership will be
approximately 175,000, much of which will be on
Amtrak trains that depart early in the morning and
arrive late at night. By 2014, when the Central
Corridor Light Rail opens, ridership is expected to
grow to approximately 925,000, yielding potential
transit-serving retail demand of approximately 900
square feet. However, these riders will board and
alight in front of the building on Fourth Street and may
not have reason to enter the historic building itself.
Moreover, Union Depot’s expansive indoor civic spaces
will also create a challenge and opportunity for RCRRA
and the City: they are too big for transit riders alone.
Unless other people are given a reason to come to the
building, these spaces are at risk of becoming
desolate, with little contribution to – and potentially
negative impressions for – the transit rider experience
and economic development for the city or region.
Multimodal transit hubs across the country have an
average of 300-850 annual riders per square foot of
civic space. Union Depot will have three times this
amount of space, considering the projected ridership
for 2035. Before additional transit services are
introduced, this ratio of transit riders to civic space will
be substantially lower – less than 5 annual riders per
square foot in 2012, and approximately 25 riders per
square foot even after the Central Corridor Light Rail
rolls into the station.
Union Depot’s success as a civic space and vibrant
transit hub depends on bringing non-transit riders into
the building. If Union Depot is to achieve its goal of
creating a vibrant place that not only serves the needs
of its transit riders, but also encourages growth in
ridership, RCRRA must aggressively pursue a strategy
that creates demand for people to come to the
building for reasons other than transit, and to spend
money while they are there. Building these
constituencies that encompass broader segments of the
population can help induce additional demand for
transit, creating a vibrant station environment and a
leisure destination at the confluence of the region’s
transit services.
0
500
1000
1500
2000
2500
Annual Multimodal Hub Riders per Square Foot of Civic Space
Median

Opportunity: A Distinctive Destination
Despite these challenges, Union Depot will be one of
the most impressive civic spaces in the Twin Cities. Its
expansive civic spaces and renewed front plaza create
a tremendous opportunity for RCRRA to consider a
combination of temporary, interim, and permanent
programming for the Depot that:
 Activates the building to create a more welcoming
environment for transit customers and enhance the
array of retail and other services available to them;
 Generates revenue both by filling leasable area
within the Depot and by attracting more transit
customers with vibrant, activated civic spaces and a
pleasant commuter experience;
 Provides amenities to the growing downtown
residential community and supports the development
of a critical mass of restaurants and entertainment
venues in Lowertown;
 Strengthens the relationship between transportation,
downtown riverfront recreation and Lowertown
residents, artists, and entertainment opportunities;
 Respects and enhances the historic architecture of the
Depot; and
 Creates value for surrounding development parcels,
including RCRRA-owned land.
Other multimodal hubs around the country have
leveraged comparable civic space resources for real
estate and economic development purposes. Where
transit riders no longer fill the monumental spaces of
the stations from the Union Depot era, station
developers have repurposed these spaces to their
advantage. From the expansive spaces of Grand
Central Terminal and the Washington, DC, Union
Station, to the smaller-scale spaces of Union Station in
Dallas or the San Francisco Ferry Building (see case
study on following page), these distinctive spaces have
been the centerpiece of major redevelopment efforts.
The first critical question for the success of Union Depot
is: what combination of temporary, interim, and
permanent programming will maximize external
demand to meet the project’s objectives?
Grand Central Terminal’s Vanderbilt Hall hosts a wide
variety of public and private events that serve as a
destination within the station for surrounding workers as well
as residents throughout the city and region. Here, it hosts a
squash tournament. (Suzy Allman)
In San Francisco’s Ferry Building Marketplace, the buildiing
was reconfigured around a long central nave that serves as
both a public gathering place and a main street for the
building’s small-shop retailers and food service providers.
(Aaron Kohr)

Case Study: the San Francisco Ferry Building
Marketplace
San Francisco’s Ferry Terminal – a multimodal transit
hub on the city’s waterfront served by ferries, buses,
light rail, and Amtrak – has succeeded by creating a
unique retail marketplace in the city, attracting workers
and residents from the downtown core, gourmet and
local food shoppers from throughout the city, and
tourists from across the country and around the globe.
Mission: To develop a retail destination to enhance a
multimodal transit hub, amenitize office space, and
bring people to the waterfront.
Programming: The Ferry Building Marketplace has
succeeded by drawing on demand from San
Francisco’s major farmers market and creating a
permanent home for retailers and restaurateurs
inspired by the market’s focus on food from the Bay
Area. A diversity of local uses helps establish a
distinctive destination that can attract people from
local, regional, and global constituencies, while four
large restaurants, a private events space, and office
tenants create a diversified stream of revenue that can
maintain stability.
Design: The developers of the marketplace made
significant changes to the building’s interiors and
waterfront façade, carving a new public “nave” that
serves as the building’s central organizational axis,
with a double-loaded retail corridor of small, open
storefronts and frequent entrances and exits.
Management: The Ferry Building was developed by
Wilson Meany Sullivan, a San-Francisco-based
developer, and Equity Office Properties, owner of one
of the largest portfolios in the country. Equity Office
manages the property through a lease with the San
Francisco Port Authority, while the outdoor farmer’s
market, which activates the building’s exterior and
brings people inside, is operated by a separate not-
for-profit organization.
(onlyinsanfrancisco.com)

Funding: The $110 million private development project
leveraged approximately $30-40 million in public
infrastructure funds surrounding the building, and was
financed by the projected value of the office space in
the building and the strength of the Equity Office
balance sheet. Retail development was initially
perceived as speculative given low levels of foot traffic
along the waterfront and the psychological divide
lingering from the elevated Embarcadero Freeway.
Timing: The San Francisco Port Authority first
attempted to redevelop the Ferry Building in the mid-
1970s. After its initial failed attempt, the 1989 Loma
Prieta earthquake that precipitated the demolition of
the freeway helped make a new redevelopment effort
possible. A request for development proposals ten
years later led to the selection of a developer that
would take nearly six years to complete the project.
Three years later, more than thirty years after the
initial development attempt, and a decade after the
second, the Ferry Building marketplace became the
fifth most visited tourist destination in the city.
Economic Benefits: The Ferry Building’s distinctive retail
environment has created a more attractive atmosphere
for the building’s mass transit customers and – more
significantly for local economies and public benefit –
helped activate the waterfront for pedestrians and
cyclists, making this new frontier of the city’s
development a premier destination not only for tourists,
but also for high-value office jobs. The pier adjacent
to Ferry Building is now home to the San Francisco
headquarters of Bloomberg LP and commands the
highest office rents in the city. Its developers note that
that building’s success – and even its development –
would not have been possible without the innovative
redevelopment of the Ferry Building.
The building underwent major renovations, as its historic
spaces were augmented for a modern program. (Equity
Office)
The marketplace creates a vibrant civic space in the Ferry
Terminal, with a double-loaded corridor of small-space
tenants. (Aaron Kohr)
The plaza in front of the building is activated on a regular
basis with public markets and cultural programming. (Ed
Anderson)

Recommended Union Depot Development Concept

Recommended Development Program
Driven by the four goals for Union Depot development
identified at the beginning of this study, the unique
development opportunities and challenges inherent to
the Union Depot site and Lowertown, and best
practices from comparable projects across the country,
HR&A recommends RCRRA adopt a reuse strategy for
Union Depot that includes a diverse mix of civic,
cultural, entertainment, and retail uses in the building
first and foremost, to serve as a catalyst for
surrounding development and increased transit
ridership. The program – a comprehensive
“marketplace” concept, built on the top quality
products and programs distinctive of Saint Paul and the
Twin Cities, within a top quality work of Saint Paul
architecture – should include:
 A mix of locally-based tenants in approximately
25,000 square feet of permanent tenant spaces, with
the option for expansion into the Headhouse
basement, and potential use of space within the
subbasement for support – tenants that can
complement the Farmers Market and Lowertown
businesses, creating more opportunities to bring
people downtown; Examples of such complementary
tenants could include vendors of local products that
are restricted from the existing Market, but that
showcase the best of the region,
 An event space in the Great Hall, comparable to, but
more robust than, the current use by Christos’
Restaurant, with opportunities for events to occupy
the front plaza, Concourse, and potentially other
Union Depot spaces;
 Expansion of leasable areas into the building’s civic
spaces, including for restaurant tables and other uses
in the Great Hall, as well as for the development of
a small-tenant public marketplace in flexible, high-
quality and historically-sensitive market pavilions in
the Waiting Room – uses that can activate the space
and provide revenue without compromising its public
nature or transit functions; and
 Significant public programming throughout the
building’s civic spaces and front plaza, including
regularly scheduled events that bring local residents
and workers into the building on a weekly basis, and
larger exhibitions and festivals that attract a
broader array of visitors from throughout the Twin
Cities and the region.
Ultimately, this program can yield up to approximately
95,000 square feet of potential rentable areas within
the Union Depot building, as well as the programming
and retail activation of the front plaza, to support and
be supported by transit uses. It aims to generate the
demand necessary for Union Depot development
success the same way other civic spaces have been
activated and retail projects developed in comparable
situations: by drawing on local, regional, and global
constituencies.
Recommended Areas for Program Development
Program Area Square Feet
Great Hall Tenants 12,500
Concourse 2,200
Waiting Room 900
Concourse 2nd Floor 5,900
Headhouse Basement 3,200
Headhouse Basement Parking or Other Tenant 31,900
Potential Permanent Tenant Areas 56,600
Great Hall 10,100
Concourse 4,900
Waiting Room 22,800
Total Civic Space for Programming & Rentals 37,800
Total Building Area for Program Development 94,400
Front Plaza & Lawn 41,100
*Estimated based on design development plans; subject to change through future planning
**Headhouse subbasement and other parking areas not included

Tapping into Lowertown’s Programming Success
Saint Paul Farmers Market (HR&A)
The Saint Paul Farmers Market: This public programming
initiative for a site owned by the City of Saint Paul can bring
more than 25,000 people to Lowertown on a given Saturday,
averaging 20,000 visitors each weekend from April through
November. Not only has this market been pivotal to the
resurgence of Lowertown, most recently creating the impetus
for a significant private investment in the 18,000 square-foot
Heartland Restaurant and Farm Direct Market, but it has also
supported more than 150 farm-based businesses from the
Twin Cities region.
The Saint Paul Art Crawl: This festival showcasing the best of
the region’s artists brings 40,000 people to Lowertown
during two weekends each year and helps reinforce
Lowertown’s status as ground zero for contemporary culture
in Saint Paul.
Twin Cities Jazz Festival: Now in its 12th year in Mears Park,
this lively music event draws more than 75,000 people to
Lowertown each year.
Music in Mears: Over the last six years, this regularly
scheduled concert and movie series in Mears Park has
expanded from 4 shows during the summer to 12.
Concrete and Grass: Initiated just three years ago by the
Ordway’s Arts Partnership and Mayor Chris Coleman’s office,
this new music festival features on two stages in Mears Park.
Twin Cities Jazz Festival in Mears Park (razoo.com)
Using Programming to Enhance Demand
Where cities have too few residents or workers to
support new retail development or to activate new
public spaces, distinctive destination programming –
both in terms of retail merchandising and, more
significantly, cultural and entertainment events – have
become the primary driver of demand. From
temporary events and festivals like the Twin Cities Jazz
Festival in Mears Park or the Winter Carnival, to
regularly scheduled happenings like the Saint Paul
Farmers Market or Music in Mears, to privately-
produced programs like concerts at Barrio or art shows
at Black Dog, these programming initiatives have been
produced by investors both public and private to bring
people to emerging neighborhoods, and to cultivate a
stable base of customers. Their key to success has been
drawing on demand from layered geographies:
 Local: Any programming initiative must serve local
constituents first and foremost – in this case, the
nearly 80,000 residents and workers of Lowertown,
downtown, and the Capitol District. Investors
recognize that although these users may be smaller in
number, and sometimes in purchasing power, they are
the most frequent and reliable customer base. Their
presence creates an aura of authenticity – that a
particular program is of the community or
neighborhood in which it is produced. Once
developed and stabilized, this local base of
constituents for a given program or place helps
ensure its long-term vibrancy and sustainability.
 Regional: Building on a local base, investors try to
attract a more regional audience – in this case,
residents throughout the City of Saint Paul, Ramsey
County, Minneapolis, and potential day-trippers from
across the region. Although it is more difficult to
attract people in this group, and they come to
programs less frequently, their numbers are much
larger, they will be connected to Union Depot by
every major form of transportation, and they
generally spend substantially more (a study in Saint
Paul found that cultural program attendees from
throughout the region spend more than twice the
amount per program than local users, including
nearly twice the amount on meals and three times the
amount on program-related goods).

 Global: When programming is truly exceptional, its
demand profile is expanded to visitors from across
the country and throughout the world, as local and
regional users bring their extended families, friends,
and business partners to see their favorite hometown
events and places. These out-of-towners are often
prepared to spend even more per trip than regional
constituents and bring the added benefit of civic or
project brand development as they tell their friends
at home about their trip. Successful public places
and programs – from destination parks to large-
scale festivals – can attract up to one quarter or
more of all visitors from these “global” constituents.
Saint Paul has begun to have great success in
leveraging its public spaces and City-owned land for
public programming over the last decade.
Approximately 6.5 million people came to downtown
Saint Paul in 2008 for cultural programs and major
events. People come to Lowertown in particular not
only to visit, but also to live and work because of the
neighborhood’s focus on fresh food, fresh art, and fresh
culture within a distinctive setting of historic architecture
and the lush Mears Park. These programs include
attractions for people from the neighborhood and the
Twin Cities as a whole, with occasional events like this
year’s Saint Paul Poetry Slam that bring people from
across the country. Moreover, Lowertown’s small
business owners and neighborhood artists are also
producing programs in their own spaces as private
entrepreneurs. For example, Barrio, Black Dog,
Bulldog, and other local retailers sponsor concerts and
exhibitions to bring in customers, while artists host
Lowertown First Fridays in five of the neighborhood’s
studio buildings and three different art galleries on the
first Friday of every month.
Union Depot will succeed in creating and capturing
external demand the same way these other Lowertown
places have: by producing dynamic public programs
that cater to local, regional, and global constituencies
and providing an outlet for the spending potential
generated by these programs.
Ultimately, RCRRA should pursue a development
program for the Union Depot building focused on the
best of Lowertown: intensive cultural programming and
a high quality small business marketplace. The
recommended flexible development program –
structured as a highly interactive mix of uses that
optimizes the building’s architecture and is intended to
engender a vibrant station environment during morning,
afternoon and evening – will serve as a first phase of
Union Depot development. It is an ambitious vision to
enhance transit services and catalyze mixed-use
transit-oriented development on soft sites throughout
Lowertown, as well as RCRRA’s dozens of acres of
riverfront property both to the east and west of the
Depot building. But it is also a vision that is pragmatic:
it optimizes the use of the building’s impressive
architecture and civic spaces, creating opportunities
both for activation and increased revenue; it maximizes
the opportunity for RCRRA to leverage the private
entrepreneurship that has helped countless comparable
projects succeed across the country, enhancing
opportunities for capturing demand from layered
geographies; and it allows RCRRA to focus on its core
mission of providing the best transportation services
that Union Depot can offer, without diluting the civic
purpose of the project.
Union Depot’s Front Plaza can be activated with programs that bring people downtown and into the building. (RCRRA)

This distinctive colonnade can become the heart of a signature urban park stretching from Lowertown and Union Depot to the Bruce
Vento Nature Sanctuary. (HR&A)
The Bruce Vento Nature Sanctuary, a spectacular new park at the eastern edge of the Union Depot site. (HR&A)

Options for Site Development
While the reuse of the Union Depot building should be
aggressively pursued for its catalytic potential, RCRRA
should maintain a flexible approach to future vertical
construction on the site, with two particular
enhancements to current design-build plans to organize
and catalyze future development. Based on best
practices both in Saint Paul and around the country, as
well as the unique attributes of RCRRA’s 30-acre site
surrounding the Union Depot building, HR&A
recommends RCRRA begin to two mutually supportive
options for developing the site in the near future to
create additional value for its property and for
Lowertown and downtown as a whole:
 A new signature linear park. Current Union Depot
designs include an elevated bike path along the
northern side of the train deck. This concept should
be expanded. The edge of the train deck east of
Broadway, with its distinctive industrial colonnade
and wide truck ramps, presents an ideal opportunity
for a new destination linear park both on top of and
below the elevated deck. Cities across the country
have been seeking opportunities for the creation of
such linear and elevated parks since the world-
renowned High Line Park opened in New York City
last summer, and, like the High Line, this portion of the
Union Depot site provides a distinctive industrial
remnant that is already endowed with a lush planted
area that has grown over the years.
Such a development would not merely be a park for
civic benefit, however; it would also serve as a value
creator for Union Depot’s developable area, as well
as for Lowertown. The practice of utilizing parkland
as a value generator for master-planned
developments is nearly two centuries old, and the
phenomenon has grown ever more important as
downtown real estate developments seek to compete
with their suburban counterparts. Indeed, both major
master-planned developments in downtown Saint
Paul over the last decade – Wacouta Commons and
Upper Landing, which accounted for half of all new
downtown housing construction during this period –
leveraged public investments in parkland during their
initial phases, and success in attracting major
corporate tenants has also focused on downtown’s
spectacular urban parks. RCRRA should actively
pursue strategies to make this portion of the site a
destination in its own right, as well as a critical
connection to the Bruce Vento Nature Sanctuary and
a new element in the Great River Park project, while
also adopting a design that is sensitive to the historic
value of the train deck, which is eligible for listing on
the National Register of Historic Places.
 A new development site for an anchor. The area
adjacent to the new Kellogg Boulevard entrance
pavilion, between its eastern edge and the bus ramp
at Broadway, should be considered for new vertical
development. This site, which might include the use of
air rights over a portion of the bus waiting platform,
is larger than the footprint of the Headhouse and
could be of significant future development value to
RCRRA. It could be endowed with a direct indoor
connection to Union Depot (and the entire skyway
system of downtown Saint Paul) through the new
entrance pavilion, and would also be a site that could
house floorplates larger than any other building in
the immediate area.
Although many potential users will likely be eager to
develop this site in the long-term, RCRRA should
target an anchor institutional or commercial that can
serve as catalysts in their own right, providing a
stable base of users of the Union Depot building and
infusing new activity along Kellogg Boulevard. One
potential user group that was suggested by the local
redevelopment corporation in the past – an
expansive higher education facility – could be a
particular boon to the site and should be pursued
aggressively, although other large-scale tenants
would also be of substantial value in activating the
site and serving as a value-creator for downtown
Saint Paul and the remainder of RCRRA’s property.
In the interim, before an anchor tenant can be
attracted to this site, RCRRA can leverage this
expansive portion of the deck for temporary
programming. It is an ideal site for temporary
outdoor public markets that can help bring new
activity into the building, and it might also be used
for larger civic festivals and site rentals, as the train
deck was when Cirque du Soleil came to Saint Paul.

Development Implementation
RCRRA is implementing the Union Depot multimodal
transit hub project and is best positioned to manage
and maintain the project’s transit infrastructure, in part
through agreements with transit service providers. In
analyzing potential implementation structures for the
development and stewardship of the recommended
Union Depot development program, HR&A evaluated
the extent to which different mechanisms and entities
met the following criteria imperative to the success of a
project like Union Depot in the short-, medium-, and
long-term:
 Create a great first phase of development. The
development schedule of the Union Depot
transportation project establishes parameters for the
timing of development implementation: the station will
open in late 2012, garnering widespread publicity
and marking the official beginning of Union Depot’s
new life; two years later, the Central Corridor Light
Rail is scheduled to bring nearly one million people to
Union Depot’s doorsteps every year; and in the
decades to come, several other transit connections
are slated to serve the Depot. This timeframe, set by
the transportation projects that are at the heart of
Union Depot’s revitalization, creates implications for
development phasing, particularly in light of the
current economic environment. As evidenced by other
comparable projects, the extent to which these initial
years of redevelopment are successful will be
directly related to the long-term success of the
project in meeting stated goals. Different
implementation structures bring different capacities to
achieve a great phase I by the time the station is
operational.
 Maximize revenues and minimize costs to RCRRA.
The Union Depot building is expected to cost up to
$1.5-2.3 million annually to maintain, based on
preliminary projections provided by RCRRA. The
capacity to offset these costs with revenues derived
from uses in the Depot building will be a result of the
implementation entity’s ability to optimize the
development program, attracting quality tenants and
effectively managing the building’s programs as a
critical business venture for the success of the Union
Depot project – both in terms of serving transit riders,
and complementing and catalyzing new development

RCRRA
Master
Lessee
Public-Private Partnership
RCRRA
Tenants
Baseline Scenario
in downtown. Nonetheless, maximizing revenues,
especially in early years of operation, may also be
tied to the organization’s capacity to win grants and
philanthropy from both government and institutional
players, as is typical of public markets and highly
activated urban civic spaces.
 Preserve long-term development flexibility. As new
transportation connections are planned at the Depot,
RCRRA will require flexibility of the site’s design and
management responsibilities in order to
accommodate potentially unforeseen needs of these
new users. As local and national economies improve,
the economics of site development will change. As
downtown and Lowertown continue to develop, local
constituencies, politics, and economic development
policies may proscribe alternative uses for the
undeveloped portions of the site. Decisions made in
the near future about stewardship structure will have
significant impacts on RCRRA’s ability to maintain its
desired level of programmatic flexibility and fiscal
control in the decades to come.
Guided by these three criteria, the overarching goals
for the Union Depot project, and best practices from
other comparable projects, HR&A recommends RCRRA
pursue a public-private partnership structure to guide
implementation of the Union Depot development
program in the building. Private entrepreneurship,
guided by specific public aspirations, will provide the
most efficient means for maximizing Union Depot’s
benefits and the greatest opportunity for eliminating
RCRRA’s building management costs over time, while
also allowing RCRRA to maintain long-term flexibility
for the site.
RCRRA should structure a master-lease agreement for
real estate development components in the Union
Depot building. Master-leasing approximately 95,000
square feet or more of the Union Depot building will
minimize RCRRA’s cost obligation for the operations
and maintenance of the building, while also providing
its private partner with the flexibility necessary to
make development within the building work. By
master-leasing this space to a third party, RCRRA can
reduce its operations and maintenance costs by more
than 40%, or approximately $540,000 each year,
based on third-party management costs.
Conceptual Responsibility for Union Depot
Operations & Maintenance Costs
Although entering into a master-lease agreement
provides the greatest opportunity to meet Union Depot
project goals, RCRRA will have to establish parameters
for potential uses, new construction, and maintenance
responsibilities within this 95,000 square foot master-
lease, as well as parameters for activating and
deriving revenues from the site outside this master-
leased area. For example, a development agreement
will have to include provisions to ensure the Waiting
Room is optimized for its transit functions, while also
being used as an activity and revenue generator, and
that allow RCRRA’s private sector partner to make the
best use of the Union Depot site for programming and
space rentals.
$760,000 $730,000
$210,000
$1,270,000

Conceptual Real Estate Development Economics
(stabilized year)
$500,000
Conceptual Net Annual Revenue from Leasable Area
$180,000+
Annual Net Revenue from Parking
(does not include parking under the train deck)
$250,000
Conceptual Master-Lessee Building Management Costs
(Net of subleasable areas;
front plaza maintenance not included)
$1.5 - $4.0+ million
Order-of-Magnitude Capital Required
HR&A’s conceptual analysis demonstrates that through
a public-private partnership for real estate
development within the building, RCRRA’s partner and
master-lessee could achieve nearly $500,000 in
revenue from triple-net-leased space upon
development stabilization, if the lessee is able to use
portions of the Waiting Room and Great Hall as
rentable area – for restaurant seating, retail kiosks,
and market pavilions, as well as temporary events.
Significantly more revenue could be achieved should
the developer create sufficient demand for space in
the Headhouse basement to produce more revenue
than parking uses. Revenues from parking across the
entire site, currently approximately $180,000
annually, net of operating fees, with significant room
for growth both in terms of rates and pending demand,
can also be used to create a financial structure
attractive to private investors, while still preserving
RCRRA’s flexibility for new construction in the future ,
should the need or market arise. Although these
revenues may take several years to stabilize, they
should be sufficient to cover the master-lessee’s annual
operating costs – including the cost of providing public
programming – within its first 5-10 years of
operations.
Significantly, capital costs for implementing new real
estate uses in the building will be limited, thanks to the
substantial investment being made to restore the Union
Depot building. This project will yield a building with
significant leasable area delivered as “white box”
space, complete with basic utility infrastructure for
tenants. While this space will be prepared to begin
leasing to potential Union Depot tenants, certain
additional improvements may be required to expand
leasable areas and maximize the leasability of the
Union Depot building. On an order-of-magnitude
basis, these costs could be less than $1.5 million or up
to $4 million or more, including typical tenant
improvement allowances, depending on the final
building program selected and spaces to be used,
based on preliminary projections provided by the
Union Depot design-building team.

There are two ways that RCRRA can ensure the success
of the Union Depot development project through a
public-private partnership structure:
 Option 1: Issue a competitive solicitation and
encourage a range of not-for-profit and for-profit
developers to respond. Although competitive
solicitation process would require substantial
marketing of the project to potential developers and
stewards both locally and nationally, it would
encourage entrepreneurship in assessing the specific
revenue generating and programming opportunities
necessary to achieve RCRRA’s vision for Union Depot.
This structure could also result in a swift and efficient
implementation process, if qualified development
partners are enticed to respond, leading to a great
first phase of development. It would also maximize
the amount of private investment generated from the
Union Depot project in the next few years.
The challenge with such a structure, however, is that
there may be a lack of qualified respondents as a
result of the current development climate and the
distinctive mix of uses the Depot will house, which
require a sophisticated development organization.
Moreover, developers – particularly profit-oriented
organizations – may request an amount of control
over the building that is less favorable to RCRRA,
potentially including a long-term lease and
development rights outside the Union Depot building.
Significant outreach to potential local and national
development partners could mitigate this risk.
 Option 2: Create a new private not-for-profit
development organization in partnership with the
City of Saint Paul, local business leaders, and
institutional and foundation sponsors. Creating a new
not-for-profit entity to implement the Union Depot
development program can maximize RCRRA’s ability
to maintain control over the development and
programming of the building, both through
representation on its board of directors, and through
a potentially shorter master-lease term, with more
flexible provisions to allow RCRRA to change certain
parameters of the rights of the master lease. Such a
structure would also have the additional advantage
of a direct relationship with the County and City that
would create certain leverage for the pursuit of
sponsorships and foundation and philanthropic grants
for public market development and programming in
the building, as well as grants from State and
Federal government resources.
However, it is generally quite challenging for a
government organization to create and foster the
entrepreneurship that Union Depot needs, as
implementation quality relies on a sophisticated
development organization. If RCRRA and the City
chose to pursue the creation of s special-purpose not-
for-profit for real estate development and
programming in the Union Depot building, it would
require a powerful board of directors, filled with
high-profile business and civic leaders, and the
recruitment of highly talented executive leadership.
This task of creating a new organization would also
require additional start-up funds for the hiring of new
staff. Moreover, even if such an organization could
be efficiently structured and the right team put in
place, it is likely that RCRRA would risk becoming the
funder of first resort if a subsidy were required or if
revenues fall short of initial projections.
Either structure can work financially. HR&A’s analysis
indicates that over approximately 10-15 years, the
recommended Union Depot development concept
should generate sufficient revenues to cover
implementation costs, as well as operations and
maintenance of a significant portion of the Depot on
a triple-net-lease basis, and the provision of
substantial public programming. The extent to which
this program will be successful, however, will be
directly correlated to both the quality of the entity
chosen to steward Union Depot development, and the
capacity of that organization to leverage grants and
other public funding sources and programs during the
implementation process.
In either scenario, however, this public-private
partnership should be limited to the Depot building; it
will be prudent for RCRRA to maintain control over
the surrounding site as infrastructure needs may shift
over time. Moreover, preservation of the site for
future development will allow momentum in the Union
Depot building and on surrounding sites in Lowertown
to create additional value for RCRRA’s in the years to
come, as markets rebound and mature.

A direct connection between the Union Depot Waiting Room
and Saint Paul’s riverfront parks system can enhance both of
these economic development assets for the City and County,
allowing people to move more easily from train station to
riverfront and bringing additional foot traffic and spending
power into the Depot and Lowertown as a whole. (HR&A)
Maximizing the Opportunity for Success
Regardless of which implementation approach proves
most viable – a lease to an existing development
organization, or the creation of a new one – there are
several ways RCRRA can make the site more attractive
to potential partners and investors, including:
Site Improvements and Considerations
 A direct connection from the Waiting Room to the
Riverfront. Two previous plans for the area, one
adopted by the City and the other presented by the
Lowertown Redevelopment Corporation, have
envisioned bridges from the end of the Waiting
Room over the freight rail tracks to Lower Landing.
Although a bridge may prove quite difficult for the
site, the idea of connecting the Waiting Room to
Lower Landing is powerful: it would encourage the
flow of traffic through the Waiting Room – the most
difficult of Union Depot’s spaces to activate –
bringing additional spending power through Union
Depot and increasing the likelihood of retail success.
A direct connection between the southern end of the
waiting room and the riverfront below can therefore
create significant economic value for the project. If a
bridge is not feasible, RCRRA should explore
alternative connections such as from the southern end
of the Waiting Room to the riverfront below the
freight railroads, through the former Warner Road
loading dock.
 Commitment to linear park development and anchor
tenant attraction. The two recommended
improvements to the Union Depot site outside of the
building footprint – the establishment of a signature
linear park that has the potential to lead to the Bruce
Vento Nature Sanctuary, and the attraction of a
major anchor tenant for new vertical construction
adjacent to the Kellogg Boulevard entrance pavilion
– would improve the value of the site for potential
investors by bringing additional foot traffic and
disposable income to the area, as well as create an
additional marketing opportunity. An RCRRA
commitment to realizing these visions could help
effectively market the project to investors.
 Flexibility for the use of civic spaces and for building
signage. The ability of potential private partners to

help RCRRA fulfill its vision for Union Depot will
depend in large part on the rights that can be
established for the use of civic spaces and site areas.
The Depot’s primary function is that of a multimodal
transit hub and real estate uses or public
programming should not be allowed to disrupt this
core function. However, transit ridership is expected
to use only one-third of interior civic spaces by 2035,
leaving ample room for uses that complement and
augment transit services. Nonetheless, RCRRA must
clearly define the parameters for reuse that will
allow the building to function as a multimodal transit
hub and that give potential investor partners
assurance of their development rights. Since the
building is also a monumental civic edifice, designed
as a railroad station and not a marketplace
development venture, potential investor partners will
need a level of assurance that they can outfit the
building with historically-sensitive retail signage.
Business Planning Refinement
 A marketplace vendor demand analysis and
feasibility assessment. The success of Union Depot’s
retail program may depend to a large extent on the
supply of high-quality small-business marketplace
tenants that desire to open or expand their business
in Union Depot. Since marketplace development is
often locally-driven, particularly for public markets, a
more detailed assessment of the potential for
establishing one in Union Depot – from temporary or
seasonal markets to a year-round permanent market
– could both augment demand for the space by the
development community and attract other
government and philanthropic funds.
 Letters of interest from potential tenants. There are
several potential tenants that could add value to
Union Depot both as a civic asset and as a
development venture, including a permanent bicycle
store and facility, an outlet of the Twin Cities Model
Railroad Museum, and an office and visitors center
for the National Park Service, whose presence could
enhance connections to the Great River Park. While
RCRRA should not commit to any particular tenant
before selecting a partner, letters of interest could
also help market the project to potential investors.
Financial Tools and Public Funds
 Legacy Amendment Funding. This landmark state
program, supported by an increase in the state’s
sales tax of three-eighths of one percent, has four
separate funds, three of which should be considered
to support Union Depot’s potential capital needs and
ongoing operating expenses: the Arts and Culture
Heritage Fund, targeted to arts, arts education, and
arts access, as well as to preserve Minnesota’s history
and cultural heritage, is expected to provide $54.5
million in grants in 2011, and would be well-suited to
the recommended program for Union Depot
development; the Parks and Trails Fund, estimated to
be $39 million in 2011, is intended to support parks
and trails of regional or statewide significance, and
could support the development of Union Depot as a
critical component of the state’s current premier park
initiative, Great River Park; and the Clean Water
Fund, estimated to be approximately $91 million in
2011, is intended to protect, enhance, and restore
water quality in lakes, rivers, and groundwater, and
could be leveraged for Union Depot’s public realm
development projects and linear park connection to
the Bruce Vento Nature Sanctuary.
 Government grants. There are several sources of
grants from the federal government that can be used
for the development and operations of public
markets, including from the Departments of
Commerce, Housing and Urban Development,
Treasury, and Agriculture. Exploration of these
funding sources, and a commitment to aggressively
pursue them can help bring potential public market
developers to the table. Other grants secured from
City, County, and State governments will also
increase the project’s chances for success
 Low-cost loans. RCRRA or the County or City could
choose to make low-cost loans available to its
implementing partner to ease the burden of the
capital costs and other start-up funds required for
project success.

Summary of Economic Benefits from
Union Depot’s Transit Infrastructure
($ millions, discounted at 7%)
Source: AECOM
Maximizing the Economic Benefits of Union
Depot: Transit + Programming
The Union Depot multimodal transportation hub project
is estimated to produce significant economic benefits to
Ramsey County and the City of Saint Paul. In addition
to reducing vehicle miles traveled by more than 150
million annually by 2034 and saving commuters more
than 630,000 hours of travel time each year – valued
at nearly $12 million – an analysis by AECOM
concluded that the present value of the project’s
development benefits in Ramsey County will be nearly
$450 million, and that total economic activity in the
region will be nearly $565 million as a result of the
project. These benefits include the construction of the
Union Depot transit hub and the ongoing operations of
its transit infrastructure, as well as the construction of
projected development of more than 1,600 units of
housing and nearly 1,600 new office and retail jobs.
Although these projections are significant, they are
based purely on the reactivation of the Depot as a
multimodal transit hub; they do not consider the value
that the recommended real estate activation and
development strategy within the building can have on
local economies.
The Center for Transportation Studies at the University
of Minnesota notes that the value increment of transit
occurs not just from accessibility, but rather from
accessibility to “desired destinations.” Without
significant development and programming in and
around the building, the Union Depot project will solve
accessibility challenges, but will do little else to make
Lowertown, downtown and the county more of a
desired destination. The core development concept
recommended for the Union Depot building – a
distinctive mix of locally-based small-businesses
combined with significant public programming – is
driven not only by market factors that show the
potential for development success, but also by its
capacity to maximize the economic development
benefits and catalytic potential of the Union Depot
project, drawing on the power of cultural programming
and public markets for success.
Economic Benefits
Ramsey
County Region
Union Depot Construction $27.7 $109.7
Union Depot Operations $5.6 $7.9
Surrounding Development
Construction $10.7 $42.3
Permanent Jobs in Surrounding
Development $404.9 $404.9
Total $448.9 $564.8

Leveraging Culture for Economic Development
Cultural programming has been proven to generate
new economic activity and fiscal revenues in Saint Paul.
The nonprofit arts industry alone generated more than
$184 million in audience spending in 2004 – spending
that helped the industry support more than 8,200 full-
time jobs in the city, generate $243 million in
household income to local residents, and produce $35
million in local and state government revenues. The
Winter Carnival in downtown produces between $3.5
and $5 million in economic activity each year. These
programs also have a profound impact on civic
engagement and local pride: More than 13,400
volunteers donated nearly 300,000 hours to the city’s
nonprofit arts and culture organizations in 2004.
Artist communities and the spaces they occupy also
have significant impacts on property values. This story
has rung true from the artist revitalization of New
York’s SoHo neighborhood to downtown development
around the music and arts scene in downtown Austin,
Texas, to medium and small-sized cities across the
country. Lowertown has become a prime example of
this arts-oriented economic development: a recent study
found that the opening of the artist spaces in the Tilsner
Artists’ Cooperative had an impact $20,000-$25,000
– 16-19% – per residential unit within a one-mile
radius of the property. The neighborhood’s success in
this regard was most recently lauded by Chairman of
the National Endowment for the Arts, Rocco Landesman,
who called Lowertown “Exhibit A” for how “art works”
in developing local economies.
Although development of new small businesses is often
farther along the regeneration curve, arts districts are
also becoming attractive neighborhoods for
restaurants, retailers, and the companies of creative
class service economies, as employers try to attract the
best and brightest talent through neighborhood culture
and amenities. This phenomenon has been particularly
true in Lowertown, where the primary office tenancies
are in software and technology, professional services,
public relations and advertising, arts and design,
nonprofits, and smaller government service companies
– industries whose employees are often attracted to
the types of arts and cultural amenities on offer in the
neighborhood.
The Tilsner Artists’ Cooperative in Lowertown, an ArtSpace
project, has had double-digit impacts on surrounding
property values, according to a recent study, through its
provision of space for local artists. (mnartists.org)
Patrons of the Saint Paul Art Crawl enjoy a multifaceted arts
and cultural space at Peach Gallery in Lowertown, which
National Endowment for the Arts Chairman Rocco Landesman
called “Exhibit A” for the arts as an economic driver of
downtown revitalization. (HR&A)

Public Markets: Driving Local Economic Growth
Public markets exist – and have existed for thousands
of years – to provide local goods producers an outlet
to sell the fruits of their labor. They are small business
incubators – places where entrepreneurs can go to
start or expand retail and wholesale business ventures.
But they are also a form of programming for public
space – the most productive place-makers of the
business world. They create vibrant, active civic spaces
that attract people from all social, geographic, racial,
and economic strata.
It is hard to overstate the economic development
potential of vibrant public markets. Although few data
exist on the quantitative economic benefit of public
markets, these benefits can generally be described as:
 Small Business Development and Job Creation: Public
markets tap into demand for small business creation
and expansion. For example, Pike Place Market in
Seattle was home to the first locations of Starbucks,
Sur la Table, and other national retailers; it currently
houses an average of 1,900 jobs annually, producing
3,600 more throughout the region.
 Real Estate Value Increments: Public markets add
value to surrounding properties both as vibrant public
spaces and as amenities for residential, office, hotel,
and retail spaces. This value creation potential was
most recently seen in Lowertown, where the farmers
market helped create an impetus for Heartland
Restaurant to invest in 18,000 square feet adjacent
to the market.
 Increased Local Spending: Public markets provide
opportunities to keep spending local, allowing the
City and County to capture a greater percentage of
the region’s spending capacity as market goers buy
products and services produced in the local economy.
They engender a virtuous cycle for local and regional
economic development.
 Augmented Fiscal Revenues: Ultimately, the new
businesses, jobs, residents, and spending reinforce
local tax rolls. New revenue is generated from sales
taxes, property taxes, business and income taxes,
hotel taxes, and other local government revenue
sources, including public parking lots and ramps. A
study of Pike Place Market found that properties in
the market area generated approximately $3.9
million in local tax revenues in 2002.
These clear economic and fiscal benefits that can be
attributed to the development and operation of public
marketplaces accrue in addition to their often more
substantial, if less quantifiable, cultural and social
impacts. These vibrant urban places and showcases for
local products have significant potential to build civic
pride and encourage healthy, sustainable lifestyles;
social benefits that make public markets frequent
recipients of government and philanthropic grants.
Nonetheless, public markets can also often support
higher leasing revenues than baseline rents command,
due to their spatial configurations, management
structures, and ability to establish critical mass in and
of themselves.
For the Union Depot project, a public marketplace
would have an additional level of impact: done right, a
public market would complement and drive traffic to
the Saint Paul Farmers Market and Lowertown
retailers. This phenomenon has been at the heart of
the revitalization of downtowns and neighborhoods
both large and small, as a critical mass of shopping
typologies creates an identifiable destination district.
A distinctive public market at Union Depot can help
establish a “market district” in Lowertown that increases
the demand profile for all Lowertown retail businesses.

Recommended Plan of Action
RCRRA should pursue four overarching steps to realize
this vision over the next two years, by the time the
ribbon is cut for the grand reopening of the Union
Depot building. These actions are outlined in the order
in which they should be taken, but all should commence
as soon as possible:
1. Define the parameters that will govern the master
lease of station areas, including parameters for the
development of new pavilions within the Waiting
Room and use of other civic spaces for leasing
and/or events. This task will require careful
planning with the design-build team and
conversations with future transit tenants. The goal
should be to maximize the flexibility of the
building’s civic spaces for uses that can complement
and augment transit uses. This task should be
complete by the beginning of 2011.
2. Commence significant outreach to potential master
lessees, including development organizations in
Saint Paul and the Twin Cities region, as well as
national and international development
organizations – both for profit and not-for-profit.
This project marketing task should be spearheaded
by leadership both from Ramsey County and the
City of Saint Paul, each of whom will be critical
players for the success of the real estate
development components of the project.
Discussions should be held with major not-for-profit
and for-profit development organizations, as well
as with potential partner institutions and
foundations that could provide additional support
or be interested in helping to establish a new
organization for Union Depot development.
3. Pursue efforts to make the project more
marketable, including those related to site
improvements, business planning for a public
marketplace, and potential financial tools for
project implementation listed earlier in this report.
4. Develop a solicitation process based on findings
from initial outreach to potential private partners.
A solicitation to potential developer partners
should be issued no later than the end of the
second quarter of 2011 in order designate a
development partner with sufficient time to
implement the first phase of the recommended
program by the time the building opens in late
2012. Should demand from existing development
organizations not come to fruition, explore the
creation of a new not-for-profit in partnership with
the City of Saint Paul and local business leaders,
philanthropists, and foundations.

Report Authors
This report was written by HR&A Advisors, Inc., whose
project team was led by President Eric Rothman and
Senior Analyst Daniel Hochman Fuchs. Its findings and
conclusions were developed by HR&A’s staff and a
team of local consultants that included:
 Cassidy Turley Martin Tucker, real estate market
consultants;
 Lake State Realty Services & Joe Urban, residential
real estate specialists;
 106 Group, historic preservation and development
consultants;
 The Bloom Companies, engineering consultants;
 Ehlers & Associates, leaders in public finance; and
 Urban Strategies, planning consultants.
Previous Plans Analyzed
The study considered several previous planning
documents for the station area, the riverfront, and
downtown, including, in chronological order:
 1994 – Lowertown Small Area Plan
 1997 – Saint Paul on the Mississippi Development
Framework
 2003 – LOCATE Task Force Report
 2005 – Downtown Development Strategy
 2005 – A Lens for the Future
 2005 – Urban Village Vision*
 2007 – Central Corridor Development Strategy
 2008 – Economic Development Strategy
 2009 – Downtown Station Area Plan
Stakeholder Consultations
The study included outreach to dozens of government
officials and civic leaders, as well as private
developers. Discussions held include, alphabetically:
 Capital City Partnership
 Capital River Council
 City of Saint Paul Councilmember Dave Thune
 City of Saint Paul Department of Planning &
Economic Development
 City of Saint Paul Office of the Mayor
 Dakota County Regional Railroad Authority
 Lowertown Entertainment District
 Lowertown Masterplan Task Force
 Lowertown Redevelopment Corporation
 Metropolitan Council
 Ramsey County
 Saint Paul Area Chamber of Commerce
 Saint Paul BOMA
 Saint Paul Riverfront Corporation
 Urban Land Institute-coordinated real estate
roundtable
 Washington County Regional Railroad Authority

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