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99-135�� Council File # �� JS Green Sheet# ��b RESOLUTION CITY OF SAINT PAUL, MINNESOTA Presented By Referred To Committee: Date a6 1 2 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 RESOL�UTION AUTHORIZING THE ISSUANCE OF TAXABLE SALES TAX REVENUE BONDS (ARENA PROJECT), SERIES 1999A AND APPROVING AND AUTHORIZING THE EXECUTION OF VARIOUS DOCUMENTS IN CONNECTION WITH THE BONDS WHEREAS: A. Laws of Minnesota for 1993, Chapter 375, Article 9, Section 46, as amended (the "Special Act"), authorizes the City of Saint Paul, Minnesota (the "City"), to impose by resolution of Che City Council an additional sales tax of up to one-half of one percent (0.5e? on sales transactions taxable pursuant to Minnesota Statutes, Chapter 297A, that occur within the City (the "Sales Tax"); and B. Pursuant to the Special Act, the City Council has heretofore adopted a resolution approving the Special Act and declaring its intent to exercise the authority under the Special Act and has heretofore adopted resolutions imposing the Sales Tax; and C. Laws of Minnesota, 1998, Chapter 389, Article 8, Sections 30, 31, 32, 36 and 37 (the "1998 Amendments"� amended the Special Act to, among other things, authorize the issuance of revenue bonds of the City, secured by the Sales Tax and certain other revenues, to finance the demolition of the existing arena and the construction and equipping of a new arena (collectively, the "Arena Costs") and the City Council has heretofore adopted a resolution approving the 1998 Amendments; and D. The City has determined that it is necessary and desirable to authorize the issuance of its Taxable Sales Tax Revenue Bonds (Arena Project), Series 1999A (the "Bonds"), pursuant to an Indenture of Trust dated February 1, 1999 (the "Indenture�') by and between the City and Norwest Bank Minnesota, National Association ithe ��Trustee��) to finance the Arena Costs; and ]018760.1 aR-�3s E. Miller & Schroeder Financial, Inc., on its own behalf and on behalf of Piper Jaffray Inc., Dain Rauscher Incorporated, and Dougherty Summit Securities LLC (collectively, the "Underwriter") has agreed to purchase the Bonds pursuant to and on the terms and conditions set forth in a Bond Purchase Agreement dated as of February l, 1999 (the "Bond Purchase Agreement"); and F. The Bonds are to be secured by the Indenture and by a Joint Pledge Agreement dated as of February 1, 1999 {the "Pledge Agreement"), by and among the Housing and Redevelopment Authority of the City of Saint Paul (the "Authority"), the City, the Trustee and Civic Center Authority, under which Sales Tax Proceeds, Arena Net Revenues, Pledged Tax Increments, and Special Net Proceeds (each as defined in the Indenture) will be pledged to the payment of the Bonds; and G. It is necessary and desirable and in the best interests of the City to issue the Bonds in the aggregate principal amount not to exceed $75,000,000 on the terms and conditions set forth in the Indenture, and secured as provided in the Indenture and Pledge Agreement, for the foregoing purposes and secured by the foregoing sources of revenues: NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Saint Paul, Minnesota, as follows: 1. Documents Submitted In connection with the issuance of the Bonds, forms of the following documents have been submitted to this Council for approval: a. the Indenture between the City and the Trustee; b. the Joint Pledge Agreement (the "Pledge Agreement") to be entered into by and among the City, the Authority, the Civic Center Authority, and the Trustee; c. Intercreditor Agreement among the City, the Authority, the Trustee, and Norwest Bank Minnesota, National Association, in its capacity as trustee for the Sales Tax Revenue Refunding Bonds, Series 1996 (the "Intercreditor Agreement"); d. the Bond Purchase Agreement; e. Continuing Disclosure Agreement between the City and the Trustee pursuant to which the City agrees to make certain financial and other information available to the public; and 1018760.1 2 qq -I35 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 ioa 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 f. a Preliminary Official Statement relating to the Bonds. Items (a), (b), (c), (d) and (e) are referred to in this Resolution as the "Bond Documents". that: ]018760.1 2. Findinas. It is hereby found, determined and declared a. the Special Act, as amended by the 1998 Amendments, the City Charter, and other applicable provisions of Minnesota law (collectively, the "Act�') and this Resolution authorize (i) the issuance and sale of the Bonds, (ii) the execution and delivery by the City of the Bond Documents, (iii) the performance of all covenants and agreements of the City contained in the Bond Documents, and (iv) all other acts and things required under the Constitution, City Charter and laws of the State of Minnesota to make the Bond Documents and the Bonds valid and binding special, limited obligations of the City in accordance with their terms: b. it is desirable and in the best interests of the City that the Bonds be issued by the City pursuant to the Act upon the terms set forth in the Indenture; c. under the provisions of the Act, and as provided in the Indenture, the Bonds are not to be payable from or chargeable against any funds other than the revenues and assets pledged tp the payment thereof; the City shall not be subject to any liability thereon other than from such revenues and assets; no holder of any Bonds shall ever have the right to compel any exercise by the City of its taxing power (other than as contemplated by the pledge of Sales Tax Proceeds, Arena Net Revenues and Pledged Tax Increments� to pay any of the Bonds or the interest or premium thereon, or to enforce payment thereof against any property of the City other than the property expressly pledged thereto; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City other than the revenues or assets described in the Granting Clauses of the Indenture, all of which have been pledged and assigned to the Trustee under the Indenture and Pledge Agreement; the Sonds shall recite that the Bonds are issued without moral obligation on the part of the State of Minnesota or its political subdivisions, or the City, and that the Bonds, including interest thereon, are payable solely from the revenues and assets pledged to the payment thereof; and the Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation of indebtedness; and 3 9.q-135 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 17� 1�s 179 180 181 182 183 184 185 186 187 188 1S9 190 191 3. Issuance of Bonds: Deleaation. `Phe City shall proceed to issue the Bonds, in the form and upon the terms set forth in the Indenture and in this Resolution. The principal amount of the Bonds shall not exceed $75,000,000. There is hereby delegated to (i) the Director, Department of Planning and Economic Development, (or a designee), (ii) the Director, Office Financial Services, and (iii) the Treasurer of the City (collectively, the "Pricing Committee") the authority to with the Underwriter on the principal amount of Bonds tc of agree mature or be payable each year during their term, the interest rate to be borne by each maturity of the Bonds, and the original issue discount, if any; provided that the net interest costs of the Bonds shall not exceed seven and fifty hundredths percent (7.50%) per annum. The determinations of the Pricing Committee as to terms shall be set forth in a certificate signed by its members, and such terms shall be included in the Bond Purchase Agreement, in the Indenture, in the form of the Bonds, and in other agreements and documents as appropriate. Execution of either the Bond Purchase Agreement or the Indenture by and on behalf of the City as provided herein shall be deemed conclusive ratification and approval of the determinations of the Pricing Committee. 4. Changes: Execution. Subject to the approval of the City Attorney, Briggs and Morgan, Professional Association (bond counsel), and appropriate City staff, and subject to the provisions of paragraph 7 of this Resolution, the Bond Documents and exhibits thereto are approved substantially in the forms submitted and on file in the offices of the City, with such subsequent changes as may be approved by the City Attorney, bond counsel, and the City staff or as may be consistent with the determinations made herein. Except as otherwise specifically provided herein, Bond Documents and exhibits thereto, in substantially the forms submitted, are directed to be executed or consented to in the name of, and on behalf of, the City by the Mayor, Clerk and the Director, Office of Financial Services, provided that the Bond Purchase Agreement and all closing certificates may be executed in the name of, and on behalf of, the City by its Director, Office of Financial Services. Any other documents and certificates necessary to the transactions herein described shall be executed by the appropriate City officers. Copies of all of the documents necessary to the transactions herein described shall be delivered, filed and recorded as provided herein and in related documents. 5. Execution and Deliverv of Bonds. Subject to approval of final forms of the Bonds and Bond Documents by the City Attorney, bond counsel, and City staff, the Mayor, Clerk and the Director, Office of Financial Services, are authorized and directed to prepare and execute the Bonds as prescribed in the Indenture and to deliver the Bonds to the Trustee for authentication and delivery to the purchaser thereof. 1018760.1 �tq -135 192 193 194 195 196 197 198 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 238 239 �40 ?41 ?42 '.4 3 6. Proceedinas and Records. The Mayor, Clerk and Director, Office of Financial Services, and other officers of the City are authorized and directed to prepare and furnish to bond counsel, the Underwriter, the Trustee and others, as appropriate, certified copies of all proceedings and records ot the City relating to the transactions contemplated by this Resolution, and such other affidavits and certificates as may be required to show the facts relating to the legality of such transactions as such facts appear from the books and records in the officers' custody and control or as otherwise known to them or to effectuate the purposes hereof; and all such certified copies, certificates and a£fidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. 7. Chanaes: Related Documents. The approval hereby given to the various Bond Documents includes approval of such additional details therein as may be necessary and appropriate, such modifications thereo£, deletions therefrom and additions thereto prior to their execution as may be necessary and appropriate and approved by the City Attorney, bond counsel, appropriate City staff and the City officials authorized herein to execute them, and includes approval of such related instruments as may be required to be executed in connection with the various documents referred to above. The City Attorney, bond counsel, City officials and City staff are hereby authorized to approve said changes and related instruments on behalf of the City upon determination by them that such changes and related instruments are consistent with this Resolution and necessary or desirable to effectuate the purposes hereof. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence of the Mayor, Clerk, Director, Office of Financial Services, any of the documents authorized by this Resolution to be executed by them may be executed by the Deputy Mayor, Deputy Clerk, Acting Director, Office of Financial Services, respectively, or by any other duly designated acting official. Certificates, directions and instructions may be executed by the Director, Office of Financial Services, on behalf of the City, and no other officer's execution thereof shall be required. 8. Future Amendments. The authority tp approve, execute and deliver future amendments to the Bond Documents entered into by the City in connection with the transactions contemplated hereby is hereby delegated to the Director, Office of Financial Services, subject to the following conditions: (a) after the issuance of the Bonds, such amendments do not require the consent of the holders of the Bonds; (b) such amendments do not materially adversely affect the interests of the City as the issuer of the Bonds; (c) such amendments do not contravene or violate any policy of the City; (d) such amendments are 101876�.1 5 qq-135 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 acceptable in form and substance to the Saint Paul City Attorney, bond counsel or other counsel retained by the City to review such amendments; and (e) after the issuance of the Bonds, such amendments do not materially prejudice the interests of the owners of the Bonds. The authorization hereby given shall be further construed as authorization for the execution and delivery of such certificates and related items as may be required to demonstrate compliance with the agreements being amended and the terms of this Resolution. The execution of any instrument by the Mayor, Clerk and Director, Office of Financial Services, shall be conclusive evidence of the approval of such instruments in accordance with the terms hereof. In the absence of the Director, Office of Financial Services, any instrument authorized by this paragraph to be executed and delivered may be executed by the officer of the City authorized to act in his place and stead. 9. Authorization for Distribution. The Preliminary Official Statement and the Official Statement relating to the Bonds are hereby authorized for distribution in connection with the offering and sale of the Bonds. The Director, Office of Financial Services, is hereby authorized and directed to sign the final Official Statement in the name of, and on behalf of, the City. The Preliminary Official Statement is hereby "deemed final" within the meaning of Rule 15c2-12 of the Securities and Exchange Commission. Requested by Department of: I JYK-V/Gt'I' gy: �'�� "'" � �dopted by Council: Date � � �� 1�� doption rtified by Council Se etary y; - pproved by Mayor D te � 7 9 9 � �; � Form Approved b City Attorney gy , ��. —`� �, J � Fnancial Serrices OATEINITIATED �„2,,999 GREEN SHEET inttiaVDaie No 63226 W/ �JofinaRlMFxrOUtEtioR �'arvCOUMCI__ l AGENDA BY (DAT� nsswx — D LC Cs Ss �`n;.Y�_ Kweam r�at , arv.nonxEr an,�a�xx _ RWTING ORDER � FlW1pRL3E0.VIC£SGR ❑ FIMANCIAISERiI/4Ci0 � WYOR(ORA596T TOTAL # OF SIGNATURE PAGES 1_ (CL.IP ALL L ATIONS FOR SIGNATURE} resolutbn auBwrizes the issuance of the Ta�able Sales Tax Revenue Bonds (Arena Project), Series 1999A aooroves and aufhor¢es the execution of documents in connection with the bonds. PLANNING CAMMISSION GIB COMMITTEE CIVII SERVICE COMMISSION Has this perSONfirm ever xorked urWer a cont2ct Ior [his tlepartmeMl YES NO Has this personl�rm ever been a cdy employee9 YES NO Does this perSONfirm possess a swll not normally possessed by any cUrt¢nt city Cmpbyee? YES NO I5 this personRrm a targetetl ventloR YES NO 4TING PROBLEM ISSUE, OPPORTUNRY (Wlio, What, When, Wtiere, Why) City has committed $65,OW,OW (The State has also committed to $65,OW,�) for the financi�g of the Arena Project term financing will be in place for the Citys share of the Arena Pro�ect financing. '�ISAWAN7AGES Vone btlays excelierR interest rdte ciimate wiH not be taken aCvaMage of. DT(LL AMOUNT OP TRANSACTION S mw As o0o Wo ��};� �. �.'..,. � ��" - .. .. .g;E� �.- ;, � � ;�� ° :� �. � C�STIREVENUE BUOGE(ED (CIRCLE ON� INDING SOURCE _ Sales Ta�c ACTNITY NUMBER IANCVW INFORMATION(EXPWN) \7d�^•l �� Council File # �� JS Green Sheet# ��b RESOLUTION CITY OF SAINT PAUL, MINNESOTA Presented By Referred To Committee: Date a6 1 2 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 RESOL�UTION AUTHORIZING THE ISSUANCE OF TAXABLE SALES TAX REVENUE BONDS (ARENA PROJECT), SERIES 1999A AND APPROVING AND AUTHORIZING THE EXECUTION OF VARIOUS DOCUMENTS IN CONNECTION WITH THE BONDS WHEREAS: A. Laws of Minnesota for 1993, Chapter 375, Article 9, Section 46, as amended (the "Special Act"), authorizes the City of Saint Paul, Minnesota (the "City"), to impose by resolution of Che City Council an additional sales tax of up to one-half of one percent (0.5e? on sales transactions taxable pursuant to Minnesota Statutes, Chapter 297A, that occur within the City (the "Sales Tax"); and B. Pursuant to the Special Act, the City Council has heretofore adopted a resolution approving the Special Act and declaring its intent to exercise the authority under the Special Act and has heretofore adopted resolutions imposing the Sales Tax; and C. Laws of Minnesota, 1998, Chapter 389, Article 8, Sections 30, 31, 32, 36 and 37 (the "1998 Amendments"� amended the Special Act to, among other things, authorize the issuance of revenue bonds of the City, secured by the Sales Tax and certain other revenues, to finance the demolition of the existing arena and the construction and equipping of a new arena (collectively, the "Arena Costs") and the City Council has heretofore adopted a resolution approving the 1998 Amendments; and D. The City has determined that it is necessary and desirable to authorize the issuance of its Taxable Sales Tax Revenue Bonds (Arena Project), Series 1999A (the "Bonds"), pursuant to an Indenture of Trust dated February 1, 1999 (the "Indenture�') by and between the City and Norwest Bank Minnesota, National Association ithe ��Trustee��) to finance the Arena Costs; and ]018760.1 aR-�3s E. Miller & Schroeder Financial, Inc., on its own behalf and on behalf of Piper Jaffray Inc., Dain Rauscher Incorporated, and Dougherty Summit Securities LLC (collectively, the "Underwriter") has agreed to purchase the Bonds pursuant to and on the terms and conditions set forth in a Bond Purchase Agreement dated as of February l, 1999 (the "Bond Purchase Agreement"); and F. The Bonds are to be secured by the Indenture and by a Joint Pledge Agreement dated as of February 1, 1999 {the "Pledge Agreement"), by and among the Housing and Redevelopment Authority of the City of Saint Paul (the "Authority"), the City, the Trustee and Civic Center Authority, under which Sales Tax Proceeds, Arena Net Revenues, Pledged Tax Increments, and Special Net Proceeds (each as defined in the Indenture) will be pledged to the payment of the Bonds; and G. It is necessary and desirable and in the best interests of the City to issue the Bonds in the aggregate principal amount not to exceed $75,000,000 on the terms and conditions set forth in the Indenture, and secured as provided in the Indenture and Pledge Agreement, for the foregoing purposes and secured by the foregoing sources of revenues: NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Saint Paul, Minnesota, as follows: 1. Documents Submitted In connection with the issuance of the Bonds, forms of the following documents have been submitted to this Council for approval: a. the Indenture between the City and the Trustee; b. the Joint Pledge Agreement (the "Pledge Agreement") to be entered into by and among the City, the Authority, the Civic Center Authority, and the Trustee; c. Intercreditor Agreement among the City, the Authority, the Trustee, and Norwest Bank Minnesota, National Association, in its capacity as trustee for the Sales Tax Revenue Refunding Bonds, Series 1996 (the "Intercreditor Agreement"); d. the Bond Purchase Agreement; e. Continuing Disclosure Agreement between the City and the Trustee pursuant to which the City agrees to make certain financial and other information available to the public; and 1018760.1 2 qq -I35 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 ioa 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 f. a Preliminary Official Statement relating to the Bonds. Items (a), (b), (c), (d) and (e) are referred to in this Resolution as the "Bond Documents". that: ]018760.1 2. Findinas. It is hereby found, determined and declared a. the Special Act, as amended by the 1998 Amendments, the City Charter, and other applicable provisions of Minnesota law (collectively, the "Act�') and this Resolution authorize (i) the issuance and sale of the Bonds, (ii) the execution and delivery by the City of the Bond Documents, (iii) the performance of all covenants and agreements of the City contained in the Bond Documents, and (iv) all other acts and things required under the Constitution, City Charter and laws of the State of Minnesota to make the Bond Documents and the Bonds valid and binding special, limited obligations of the City in accordance with their terms: b. it is desirable and in the best interests of the City that the Bonds be issued by the City pursuant to the Act upon the terms set forth in the Indenture; c. under the provisions of the Act, and as provided in the Indenture, the Bonds are not to be payable from or chargeable against any funds other than the revenues and assets pledged tp the payment thereof; the City shall not be subject to any liability thereon other than from such revenues and assets; no holder of any Bonds shall ever have the right to compel any exercise by the City of its taxing power (other than as contemplated by the pledge of Sales Tax Proceeds, Arena Net Revenues and Pledged Tax Increments� to pay any of the Bonds or the interest or premium thereon, or to enforce payment thereof against any property of the City other than the property expressly pledged thereto; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City other than the revenues or assets described in the Granting Clauses of the Indenture, all of which have been pledged and assigned to the Trustee under the Indenture and Pledge Agreement; the Sonds shall recite that the Bonds are issued without moral obligation on the part of the State of Minnesota or its political subdivisions, or the City, and that the Bonds, including interest thereon, are payable solely from the revenues and assets pledged to the payment thereof; and the Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation of indebtedness; and 3 9.q-135 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 17� 1�s 179 180 181 182 183 184 185 186 187 188 1S9 190 191 3. Issuance of Bonds: Deleaation. `Phe City shall proceed to issue the Bonds, in the form and upon the terms set forth in the Indenture and in this Resolution. The principal amount of the Bonds shall not exceed $75,000,000. There is hereby delegated to (i) the Director, Department of Planning and Economic Development, (or a designee), (ii) the Director, Office Financial Services, and (iii) the Treasurer of the City (collectively, the "Pricing Committee") the authority to with the Underwriter on the principal amount of Bonds tc of agree mature or be payable each year during their term, the interest rate to be borne by each maturity of the Bonds, and the original issue discount, if any; provided that the net interest costs of the Bonds shall not exceed seven and fifty hundredths percent (7.50%) per annum. The determinations of the Pricing Committee as to terms shall be set forth in a certificate signed by its members, and such terms shall be included in the Bond Purchase Agreement, in the Indenture, in the form of the Bonds, and in other agreements and documents as appropriate. Execution of either the Bond Purchase Agreement or the Indenture by and on behalf of the City as provided herein shall be deemed conclusive ratification and approval of the determinations of the Pricing Committee. 4. Changes: Execution. Subject to the approval of the City Attorney, Briggs and Morgan, Professional Association (bond counsel), and appropriate City staff, and subject to the provisions of paragraph 7 of this Resolution, the Bond Documents and exhibits thereto are approved substantially in the forms submitted and on file in the offices of the City, with such subsequent changes as may be approved by the City Attorney, bond counsel, and the City staff or as may be consistent with the determinations made herein. Except as otherwise specifically provided herein, Bond Documents and exhibits thereto, in substantially the forms submitted, are directed to be executed or consented to in the name of, and on behalf of, the City by the Mayor, Clerk and the Director, Office of Financial Services, provided that the Bond Purchase Agreement and all closing certificates may be executed in the name of, and on behalf of, the City by its Director, Office of Financial Services. Any other documents and certificates necessary to the transactions herein described shall be executed by the appropriate City officers. Copies of all of the documents necessary to the transactions herein described shall be delivered, filed and recorded as provided herein and in related documents. 5. Execution and Deliverv of Bonds. Subject to approval of final forms of the Bonds and Bond Documents by the City Attorney, bond counsel, and City staff, the Mayor, Clerk and the Director, Office of Financial Services, are authorized and directed to prepare and execute the Bonds as prescribed in the Indenture and to deliver the Bonds to the Trustee for authentication and delivery to the purchaser thereof. 1018760.1 �tq -135 192 193 194 195 196 197 198 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 238 239 �40 ?41 ?42 '.4 3 6. Proceedinas and Records. The Mayor, Clerk and Director, Office of Financial Services, and other officers of the City are authorized and directed to prepare and furnish to bond counsel, the Underwriter, the Trustee and others, as appropriate, certified copies of all proceedings and records ot the City relating to the transactions contemplated by this Resolution, and such other affidavits and certificates as may be required to show the facts relating to the legality of such transactions as such facts appear from the books and records in the officers' custody and control or as otherwise known to them or to effectuate the purposes hereof; and all such certified copies, certificates and a£fidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. 7. Chanaes: Related Documents. The approval hereby given to the various Bond Documents includes approval of such additional details therein as may be necessary and appropriate, such modifications thereo£, deletions therefrom and additions thereto prior to their execution as may be necessary and appropriate and approved by the City Attorney, bond counsel, appropriate City staff and the City officials authorized herein to execute them, and includes approval of such related instruments as may be required to be executed in connection with the various documents referred to above. The City Attorney, bond counsel, City officials and City staff are hereby authorized to approve said changes and related instruments on behalf of the City upon determination by them that such changes and related instruments are consistent with this Resolution and necessary or desirable to effectuate the purposes hereof. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence of the Mayor, Clerk, Director, Office of Financial Services, any of the documents authorized by this Resolution to be executed by them may be executed by the Deputy Mayor, Deputy Clerk, Acting Director, Office of Financial Services, respectively, or by any other duly designated acting official. Certificates, directions and instructions may be executed by the Director, Office of Financial Services, on behalf of the City, and no other officer's execution thereof shall be required. 8. Future Amendments. The authority tp approve, execute and deliver future amendments to the Bond Documents entered into by the City in connection with the transactions contemplated hereby is hereby delegated to the Director, Office of Financial Services, subject to the following conditions: (a) after the issuance of the Bonds, such amendments do not require the consent of the holders of the Bonds; (b) such amendments do not materially adversely affect the interests of the City as the issuer of the Bonds; (c) such amendments do not contravene or violate any policy of the City; (d) such amendments are 101876�.1 5 qq-135 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 acceptable in form and substance to the Saint Paul City Attorney, bond counsel or other counsel retained by the City to review such amendments; and (e) after the issuance of the Bonds, such amendments do not materially prejudice the interests of the owners of the Bonds. The authorization hereby given shall be further construed as authorization for the execution and delivery of such certificates and related items as may be required to demonstrate compliance with the agreements being amended and the terms of this Resolution. The execution of any instrument by the Mayor, Clerk and Director, Office of Financial Services, shall be conclusive evidence of the approval of such instruments in accordance with the terms hereof. In the absence of the Director, Office of Financial Services, any instrument authorized by this paragraph to be executed and delivered may be executed by the officer of the City authorized to act in his place and stead. 9. Authorization for Distribution. The Preliminary Official Statement and the Official Statement relating to the Bonds are hereby authorized for distribution in connection with the offering and sale of the Bonds. The Director, Office of Financial Services, is hereby authorized and directed to sign the final Official Statement in the name of, and on behalf of, the City. The Preliminary Official Statement is hereby "deemed final" within the meaning of Rule 15c2-12 of the Securities and Exchange Commission. Requested by Department of: I JYK-V/Gt'I' gy: �'�� "'" � �dopted by Council: Date � � �� 1�� doption rtified by Council Se etary y; - pproved by Mayor D te � 7 9 9 � �; � Form Approved b City Attorney gy , ��. —`� �, J � Fnancial Serrices OATEINITIATED �„2,,999 GREEN SHEET inttiaVDaie No 63226 W/ �JofinaRlMFxrOUtEtioR �'arvCOUMCI__ l AGENDA BY (DAT� nsswx — D LC Cs Ss �`n;.Y�_ Kweam r�at , arv.nonxEr an,�a�xx _ RWTING ORDER � FlW1pRL3E0.VIC£SGR ❑ FIMANCIAISERiI/4Ci0 � WYOR(ORA596T TOTAL # OF SIGNATURE PAGES 1_ (CL.IP ALL L ATIONS FOR SIGNATURE} resolutbn auBwrizes the issuance of the Ta�able Sales Tax Revenue Bonds (Arena Project), Series 1999A aooroves and aufhor¢es the execution of documents in connection with the bonds. PLANNING CAMMISSION GIB COMMITTEE CIVII SERVICE COMMISSION Has this perSONfirm ever xorked urWer a cont2ct Ior [his tlepartmeMl YES NO Has this personl�rm ever been a cdy employee9 YES NO Does this perSONfirm possess a swll not normally possessed by any cUrt¢nt city Cmpbyee? YES NO I5 this personRrm a targetetl ventloR YES NO 4TING PROBLEM ISSUE, OPPORTUNRY (Wlio, What, When, Wtiere, Why) City has committed $65,OW,OW (The State has also committed to $65,OW,�) for the financi�g of the Arena Project term financing will be in place for the Citys share of the Arena Pro�ect financing. '�ISAWAN7AGES Vone btlays excelierR interest rdte ciimate wiH not be taken aCvaMage of. DT(LL AMOUNT OP TRANSACTION S mw As o0o Wo ��};� �. �.'..,. � ��" - .. .. .g;E� �.- ;, � � ;�� ° :� �. � C�STIREVENUE BUOGE(ED (CIRCLE ON� INDING SOURCE _ Sales Ta�c ACTNITY NUMBER IANCVW INFORMATION(EXPWN) \7d�^•l �� Council File # �� JS Green Sheet# ��b RESOLUTION CITY OF SAINT PAUL, MINNESOTA Presented By Referred To Committee: Date a6 1 2 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 RESOL�UTION AUTHORIZING THE ISSUANCE OF TAXABLE SALES TAX REVENUE BONDS (ARENA PROJECT), SERIES 1999A AND APPROVING AND AUTHORIZING THE EXECUTION OF VARIOUS DOCUMENTS IN CONNECTION WITH THE BONDS WHEREAS: A. Laws of Minnesota for 1993, Chapter 375, Article 9, Section 46, as amended (the "Special Act"), authorizes the City of Saint Paul, Minnesota (the "City"), to impose by resolution of Che City Council an additional sales tax of up to one-half of one percent (0.5e? on sales transactions taxable pursuant to Minnesota Statutes, Chapter 297A, that occur within the City (the "Sales Tax"); and B. Pursuant to the Special Act, the City Council has heretofore adopted a resolution approving the Special Act and declaring its intent to exercise the authority under the Special Act and has heretofore adopted resolutions imposing the Sales Tax; and C. Laws of Minnesota, 1998, Chapter 389, Article 8, Sections 30, 31, 32, 36 and 37 (the "1998 Amendments"� amended the Special Act to, among other things, authorize the issuance of revenue bonds of the City, secured by the Sales Tax and certain other revenues, to finance the demolition of the existing arena and the construction and equipping of a new arena (collectively, the "Arena Costs") and the City Council has heretofore adopted a resolution approving the 1998 Amendments; and D. The City has determined that it is necessary and desirable to authorize the issuance of its Taxable Sales Tax Revenue Bonds (Arena Project), Series 1999A (the "Bonds"), pursuant to an Indenture of Trust dated February 1, 1999 (the "Indenture�') by and between the City and Norwest Bank Minnesota, National Association ithe ��Trustee��) to finance the Arena Costs; and ]018760.1 aR-�3s E. Miller & Schroeder Financial, Inc., on its own behalf and on behalf of Piper Jaffray Inc., Dain Rauscher Incorporated, and Dougherty Summit Securities LLC (collectively, the "Underwriter") has agreed to purchase the Bonds pursuant to and on the terms and conditions set forth in a Bond Purchase Agreement dated as of February l, 1999 (the "Bond Purchase Agreement"); and F. The Bonds are to be secured by the Indenture and by a Joint Pledge Agreement dated as of February 1, 1999 {the "Pledge Agreement"), by and among the Housing and Redevelopment Authority of the City of Saint Paul (the "Authority"), the City, the Trustee and Civic Center Authority, under which Sales Tax Proceeds, Arena Net Revenues, Pledged Tax Increments, and Special Net Proceeds (each as defined in the Indenture) will be pledged to the payment of the Bonds; and G. It is necessary and desirable and in the best interests of the City to issue the Bonds in the aggregate principal amount not to exceed $75,000,000 on the terms and conditions set forth in the Indenture, and secured as provided in the Indenture and Pledge Agreement, for the foregoing purposes and secured by the foregoing sources of revenues: NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Saint Paul, Minnesota, as follows: 1. Documents Submitted In connection with the issuance of the Bonds, forms of the following documents have been submitted to this Council for approval: a. the Indenture between the City and the Trustee; b. the Joint Pledge Agreement (the "Pledge Agreement") to be entered into by and among the City, the Authority, the Civic Center Authority, and the Trustee; c. Intercreditor Agreement among the City, the Authority, the Trustee, and Norwest Bank Minnesota, National Association, in its capacity as trustee for the Sales Tax Revenue Refunding Bonds, Series 1996 (the "Intercreditor Agreement"); d. the Bond Purchase Agreement; e. Continuing Disclosure Agreement between the City and the Trustee pursuant to which the City agrees to make certain financial and other information available to the public; and 1018760.1 2 qq -I35 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 ioa 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 f. a Preliminary Official Statement relating to the Bonds. Items (a), (b), (c), (d) and (e) are referred to in this Resolution as the "Bond Documents". that: ]018760.1 2. Findinas. It is hereby found, determined and declared a. the Special Act, as amended by the 1998 Amendments, the City Charter, and other applicable provisions of Minnesota law (collectively, the "Act�') and this Resolution authorize (i) the issuance and sale of the Bonds, (ii) the execution and delivery by the City of the Bond Documents, (iii) the performance of all covenants and agreements of the City contained in the Bond Documents, and (iv) all other acts and things required under the Constitution, City Charter and laws of the State of Minnesota to make the Bond Documents and the Bonds valid and binding special, limited obligations of the City in accordance with their terms: b. it is desirable and in the best interests of the City that the Bonds be issued by the City pursuant to the Act upon the terms set forth in the Indenture; c. under the provisions of the Act, and as provided in the Indenture, the Bonds are not to be payable from or chargeable against any funds other than the revenues and assets pledged tp the payment thereof; the City shall not be subject to any liability thereon other than from such revenues and assets; no holder of any Bonds shall ever have the right to compel any exercise by the City of its taxing power (other than as contemplated by the pledge of Sales Tax Proceeds, Arena Net Revenues and Pledged Tax Increments� to pay any of the Bonds or the interest or premium thereon, or to enforce payment thereof against any property of the City other than the property expressly pledged thereto; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City other than the revenues or assets described in the Granting Clauses of the Indenture, all of which have been pledged and assigned to the Trustee under the Indenture and Pledge Agreement; the Sonds shall recite that the Bonds are issued without moral obligation on the part of the State of Minnesota or its political subdivisions, or the City, and that the Bonds, including interest thereon, are payable solely from the revenues and assets pledged to the payment thereof; and the Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation of indebtedness; and 3 9.q-135 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 17� 1�s 179 180 181 182 183 184 185 186 187 188 1S9 190 191 3. Issuance of Bonds: Deleaation. `Phe City shall proceed to issue the Bonds, in the form and upon the terms set forth in the Indenture and in this Resolution. The principal amount of the Bonds shall not exceed $75,000,000. There is hereby delegated to (i) the Director, Department of Planning and Economic Development, (or a designee), (ii) the Director, Office Financial Services, and (iii) the Treasurer of the City (collectively, the "Pricing Committee") the authority to with the Underwriter on the principal amount of Bonds tc of agree mature or be payable each year during their term, the interest rate to be borne by each maturity of the Bonds, and the original issue discount, if any; provided that the net interest costs of the Bonds shall not exceed seven and fifty hundredths percent (7.50%) per annum. The determinations of the Pricing Committee as to terms shall be set forth in a certificate signed by its members, and such terms shall be included in the Bond Purchase Agreement, in the Indenture, in the form of the Bonds, and in other agreements and documents as appropriate. Execution of either the Bond Purchase Agreement or the Indenture by and on behalf of the City as provided herein shall be deemed conclusive ratification and approval of the determinations of the Pricing Committee. 4. Changes: Execution. Subject to the approval of the City Attorney, Briggs and Morgan, Professional Association (bond counsel), and appropriate City staff, and subject to the provisions of paragraph 7 of this Resolution, the Bond Documents and exhibits thereto are approved substantially in the forms submitted and on file in the offices of the City, with such subsequent changes as may be approved by the City Attorney, bond counsel, and the City staff or as may be consistent with the determinations made herein. Except as otherwise specifically provided herein, Bond Documents and exhibits thereto, in substantially the forms submitted, are directed to be executed or consented to in the name of, and on behalf of, the City by the Mayor, Clerk and the Director, Office of Financial Services, provided that the Bond Purchase Agreement and all closing certificates may be executed in the name of, and on behalf of, the City by its Director, Office of Financial Services. Any other documents and certificates necessary to the transactions herein described shall be executed by the appropriate City officers. Copies of all of the documents necessary to the transactions herein described shall be delivered, filed and recorded as provided herein and in related documents. 5. Execution and Deliverv of Bonds. Subject to approval of final forms of the Bonds and Bond Documents by the City Attorney, bond counsel, and City staff, the Mayor, Clerk and the Director, Office of Financial Services, are authorized and directed to prepare and execute the Bonds as prescribed in the Indenture and to deliver the Bonds to the Trustee for authentication and delivery to the purchaser thereof. 1018760.1 �tq -135 192 193 194 195 196 197 198 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 238 239 �40 ?41 ?42 '.4 3 6. Proceedinas and Records. The Mayor, Clerk and Director, Office of Financial Services, and other officers of the City are authorized and directed to prepare and furnish to bond counsel, the Underwriter, the Trustee and others, as appropriate, certified copies of all proceedings and records ot the City relating to the transactions contemplated by this Resolution, and such other affidavits and certificates as may be required to show the facts relating to the legality of such transactions as such facts appear from the books and records in the officers' custody and control or as otherwise known to them or to effectuate the purposes hereof; and all such certified copies, certificates and a£fidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. 7. Chanaes: Related Documents. The approval hereby given to the various Bond Documents includes approval of such additional details therein as may be necessary and appropriate, such modifications thereo£, deletions therefrom and additions thereto prior to their execution as may be necessary and appropriate and approved by the City Attorney, bond counsel, appropriate City staff and the City officials authorized herein to execute them, and includes approval of such related instruments as may be required to be executed in connection with the various documents referred to above. The City Attorney, bond counsel, City officials and City staff are hereby authorized to approve said changes and related instruments on behalf of the City upon determination by them that such changes and related instruments are consistent with this Resolution and necessary or desirable to effectuate the purposes hereof. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence of the Mayor, Clerk, Director, Office of Financial Services, any of the documents authorized by this Resolution to be executed by them may be executed by the Deputy Mayor, Deputy Clerk, Acting Director, Office of Financial Services, respectively, or by any other duly designated acting official. Certificates, directions and instructions may be executed by the Director, Office of Financial Services, on behalf of the City, and no other officer's execution thereof shall be required. 8. Future Amendments. The authority tp approve, execute and deliver future amendments to the Bond Documents entered into by the City in connection with the transactions contemplated hereby is hereby delegated to the Director, Office of Financial Services, subject to the following conditions: (a) after the issuance of the Bonds, such amendments do not require the consent of the holders of the Bonds; (b) such amendments do not materially adversely affect the interests of the City as the issuer of the Bonds; (c) such amendments do not contravene or violate any policy of the City; (d) such amendments are 101876�.1 5 qq-135 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 acceptable in form and substance to the Saint Paul City Attorney, bond counsel or other counsel retained by the City to review such amendments; and (e) after the issuance of the Bonds, such amendments do not materially prejudice the interests of the owners of the Bonds. The authorization hereby given shall be further construed as authorization for the execution and delivery of such certificates and related items as may be required to demonstrate compliance with the agreements being amended and the terms of this Resolution. The execution of any instrument by the Mayor, Clerk and Director, Office of Financial Services, shall be conclusive evidence of the approval of such instruments in accordance with the terms hereof. In the absence of the Director, Office of Financial Services, any instrument authorized by this paragraph to be executed and delivered may be executed by the officer of the City authorized to act in his place and stead. 9. Authorization for Distribution. The Preliminary Official Statement and the Official Statement relating to the Bonds are hereby authorized for distribution in connection with the offering and sale of the Bonds. The Director, Office of Financial Services, is hereby authorized and directed to sign the final Official Statement in the name of, and on behalf of, the City. The Preliminary Official Statement is hereby "deemed final" within the meaning of Rule 15c2-12 of the Securities and Exchange Commission. Requested by Department of: I JYK-V/Gt'I' gy: �'�� "'" � �dopted by Council: Date � � �� 1�� doption rtified by Council Se etary y; - pproved by Mayor D te � 7 9 9 � �; � Form Approved b City Attorney gy , ��. —`� �, J � Fnancial Serrices OATEINITIATED �„2,,999 GREEN SHEET inttiaVDaie No 63226 W/ �JofinaRlMFxrOUtEtioR �'arvCOUMCI__ l AGENDA BY (DAT� nsswx — D LC Cs Ss �`n;.Y�_ Kweam r�at , arv.nonxEr an,�a�xx _ RWTING ORDER � FlW1pRL3E0.VIC£SGR ❑ FIMANCIAISERiI/4Ci0 � WYOR(ORA596T TOTAL # OF SIGNATURE PAGES 1_ (CL.IP ALL L ATIONS FOR SIGNATURE} resolutbn auBwrizes the issuance of the Ta�able Sales Tax Revenue Bonds (Arena Project), Series 1999A aooroves and aufhor¢es the execution of documents in connection with the bonds. PLANNING CAMMISSION GIB COMMITTEE CIVII SERVICE COMMISSION Has this perSONfirm ever xorked urWer a cont2ct Ior [his tlepartmeMl YES NO Has this personl�rm ever been a cdy employee9 YES NO Does this perSONfirm possess a swll not normally possessed by any cUrt¢nt city Cmpbyee? YES NO I5 this personRrm a targetetl ventloR YES NO 4TING PROBLEM ISSUE, OPPORTUNRY (Wlio, What, When, Wtiere, Why) City has committed $65,OW,OW (The State has also committed to $65,OW,�) for the financi�g of the Arena Project term financing will be in place for the Citys share of the Arena Pro�ect financing. '�ISAWAN7AGES Vone btlays excelierR interest rdte ciimate wiH not be taken aCvaMage of. DT(LL AMOUNT OP TRANSACTION S mw As o0o Wo ��};� �. �.'..,. � ��" - .. .. .g;E� �.- ;, � � ;�� ° :� �. � C�STIREVENUE BUOGE(ED (CIRCLE ON� INDING SOURCE _ Sales Ta�c ACTNITY NUMBER IANCVW INFORMATION(EXPWN) \7d�^•l