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87-1043 WHITE - GTV CLERK � � PINK - FINANCE G I TY O F SA I NT PA U L Council a CA�IARV - (IEPARTMENT File NO. " � �� BLUE - MAVOR ! ncil Resolution 4 Presented By Referred To Committee: Date Out of Committee By Date 522W RESOLUTION N0. A RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF A THIRD SUPPLEMENTAL INDENTURE OF TRUST, AND RESTRUCTURING AGENT'S CONTRACT; APPROVING THE FORM OF THE THIRD SUPPLEMENTAL INDENTURE OF TRUST, AND RESTRUCTURING AGENT'S CONTRACT; PROVIDING THAT THE INVALIDITY OF ANY PART OF THIS RESOLUTION SHALL NOT AFFECT THE REMAINDER; AUTHORIZING THE EXECUTION AND DELIVERY OF RELATED DOCUMENTS; REPEALING ALL RESOLUTIONS OR PORTIONS THEREOF IN CONFLICT HEREWITH AND PROVIDING FOR THE DATE OF EFFECT OF THIS RESOLUTION. WHEREAS, the City of Saint Paul, Minnesota (the "City") is a municipal corporation organized and existing under the laws of the State of Minnesota under the constitution and laws of the State of Minnesota (the "State") ; and WHEREAS, pursuant to the Constitution and laws of the State of Minnesota, particularly Chapter 260, Laws of Minnesota of 1975, as amended or supplemented (the "Act") , and other provisions of applicable law, the City was authorized to carry out the public purposes described in the Act by issuing its revenue bonds to make or purchase below market interest rate home mortgage loans, and by pledging payments of such home mortgages as security for the payment of the principal of and interest on any such revenue bonds and by entering into any agreements made in connection therewith; and WHEREAS, to finance or refinance the purchase of housing units intended for use as principal place of residence located anywhere within its boundaries, for occupancy primarily by persons of low and moderate income, the City has developed a program (the "Program") with respect to the issuance by the City of its $50,000,000, the City of Saint Paul, Minnesota, Home Ownership Mortgage Revenue Bonds (the "Bonds") ; COUNCILMEN Requested De rtment oE: Yeas pfeW Nays Nicosia [R FBVOt Rettman Scheibel Sonnen __ Against BY Tedesco Wilson Form Approved by City Attorney Adopted by Council: Date Certified Vassed by Council Secretary BY �7��Gfi�l�i�.�+�� gy, Approved by ;Navor: Date _ Approved by Mayor for Submission to Council sy _ _ sy , �=��/d�? WHEREAS, The Program is administered on behalf of the City and Trustee , by First Interstate Mortgage Company, a California corporation (the "Program Administrator") pursuant to an agreement (the "Program Administration Agreement") by and between the City, the Trustee and the Program Administrator; and the proceeds of such Bonds have been used to carry out the Program by acquiring mortgage loans ("Mortgage Loans") originated and sold to the City by various lending institutions pursuant to the mortgage loan swelling agreements (the "Seller's Agreements") by and between each lending institution, the City, the Program Administrator and the Trustee and serviced by various financial institutions pursuant to mortgage loan servicing agreements (the "Servicing Agreements") by and between each financial institution, the City, the Program Administrator and the Trustee; and the Program Administration Agreement, the Seller's Agreements and the Servicing Agreements (collectively the "Agreements") have all been duly executed by the parties thereto; and parties thereto; and WHEREAS, the City and Trustee entered into an Indenture of Trust dated as of April 1, 1979 (herein referred to as the "Original Indenture" and, together with the Third Supplemental Indenture hereinafter referred to and all other indentures supplementary and amendatory thereof, referred to as the "Indenture") , pursuant to which the City has issued its Bonds; and WHEREAS, pursuant to Section 10-1; of the Original Indenture, the parties hereto desire to amend and supplement the Original Indenture as set forth in the Third Supplemental Indenture so as to grant the additional security through the GRANTING CLAUSES of the Third Supplemental Indenture; and WHEREAS, there have been presented to the City on this date, the following: 1. The form of the Third Supplemental Indenture; 2. The form of the Restructuring Agent's Contract; 3. The form of Closing Certificate of City; and 4. The form of Investment and Compliance Instructions. WHEREAS, it appears that each of the instruments above referred to, which are now before each of the members of the City Council, is in appropriate form and is an appropriate instrument for the purposes intended; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF �HE CITY OF SdIIvT PAUL, AS FOLLOWS: ARTICLE I AUTHORIZATION TO EXECUTE DOCUMENTS AND SUPPLEMENT THE INDENTURE Section 1.01. Approval and Authorization of Documents The Third Supplemental Indenture, Closing Certificate, Investment Instructions and the Restructuring Agent's Contract may be, and the same are, in all respects, hereby approved, authorized, ratified and confirmed, and the Mayor, City Clerk, Director of Finance and Management Services and Director of Planning and Economic Development may be, and they are, each separately and individually, hereby authorized and directed to execute, seal and deliver, for , . , �jC �f-/O�/..� and on behalf of the City, the Third Supplemental Indenture, Restructuring Agent's Contract, Investment Instructions and Closing Certificate in � _ substantially the form and content as presented to the City on this date, and upon approval thereof by the City Attorney, but with such changes, modifications, additions and deletions therein as may be necessary, desirable or appropriate and not materially adverse to the interests of the City, their execution thereof to constitute conclusive evidence of their approval of any and all changes, modifications, additions, and deletions from the form thereof as presented to this meeting. Section 1.02. Citv to Execute and Deliver Additional Documents The Mayor, City Clerk, Director of Finance and Management Services, Director of Planning and Economic Development, and Deputy Director-Housing of the Department of Planning and Economic Development are hereby authorized to execute and deliver for and on behalf of the City any and all additional certificates, instruction letters, documents and other papers and to perform all other acts as they may deem necessary or appropriate to implement and carry out the purposes and intent of this Resolution, including the preamble hereto. Al1 actions heretofore taken by such officers in connection with the transaction contempleted hereby are hereby reatified. Section 1.03. Desienation of Restructuring A ent Under the Restructuring Agent's Contract, Dain Bosworth Incorporated, Miller & Schroeder Financial, Inc. and Piper Jaffray and Hopwood Incorporated are designated jointly as the Restructuring Agent in connection with the delivery of the Third Supplemental Indenture. Section 1.04. Payment of Fees and Expenses The Trustee shall, on behalf of the City, pay all fees and expenses associated with delivery of the Policy, the execution of the Third Supplemental Indenture and related transactions associated therewith, including the initial premium for the Bond Insurance Policy. Such payments shall be made by the Trustee only upon direction of the City given in an Officer's Certificate. Section 1.05. Residuals. The amount of Residuals released from the pledge of the Original Indenture and paid to the City shall be deposited in an account of the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the "HRA") , the specific HRA account to be as determined by the Executive Director of the HRA for the purpose of acquiring and inmproving sites for new housing development. Section 1.06. Investments. The City hereby approves and authorizes the liquidation of securities held under the Indenture for the account of the Debt Service Reserve Fund, Mortgage Reserve Fund and Accumulation Reserve Fund, and the reinvestment of a portion of the amounts realized upon such liquidation, all as to be directed in the Investment Instructions to be executed by the City in connection with the transaction contempolated hereby. The specific liquidation prices and reinvestments disclosed to the City Council at this meeting are hereby approved. ARTICLE II SUPPLEMENTAL RESOLUTIONS The City may, subject to the terms and conditions of the Indenture, pass and execute resolutions supplemental to this Resolution which shall not be inconsistent with the terms and provisions hereof. . , . ' �'_-��/o�� ARTICLE III MISCELLANEOUS Section 3.01. Limitation of Rights. With the exception of any rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Resolution is intended or shall be construed to give to any person, other than the City, the Restructuring Agent and the Trustee, any legal or equitable right, remedy or claim under or with respect to this Resolution or any covenants, conditions and provisions herein contained; this Bond Resolution and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the City, the Restructuring Agent and the Trustee as herein provided. Section 3.02. Severabilitv. If any provision of this Resolution shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever. Section 3.03. Prior Resolutions. All provisions of prior resolutions, or parts thereof, in conflict with the provisions of this Resolution are, to the extent of such conflicts, hereby repealed. Section 3.04. Effective Date. This Resolution shall be in full force and effect immediately upon its passage and approval. Section 3.05. Counterparts. This Resolution may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. WMITE - CITV �LERK PINK - FINANCE COUflCll CANARV - DEPARTMENT GITY OF ,SAINT PALTL File NO. ��—��`� BLUE' - MAVOR � � Council Resolution Presented By Referred To Committee: Date Out of Committee By Date Section 3.06. Captions. The captions or headings in this Resolution are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Resolution. Passed and approved this ,Z�'�A day of July, 1987. COUNC[LMEN Requested by tm of: Yeas Drew Nays � N��os�a In Favor Rettma� Scheibel � Sonnen __ AgeltlSt BY Tedesco / -1AIi�F�s�r Adopted by Council: Date JUL 2 219$7 Form Appro y City Attorney Certified Pass C ncil Secr y BY �/✓/,l�`�"�••� By ��L�. Approve :Navor: D e _� �� 2 7 '�vl Approved by Mayor f ission to Council qf`\n�� sy _ _ s P�tS�p �U G 1 1987 �ie �� ' /7v�S/�✓�-�'`� • DEPARTMENT �G� l�3 N� O623g ,C��_, CONTACT — '� PHONE , DATE � „i�r� Q�r I�SSIGN� NUMBfR FOR ROUTING ORDER (Cl ip Al l Lacations for Si9nature} : . Z Department Director Director of Management/Mayor � Finance and Management Services Director � �City Clerk � Budget Director / trs ��i•�,so,c. �, City Attorney � �ta�ji /�6�•+��•�.� �� e�e./ rrs•?�✓•.r� . /s�..� WHAT WILL BE ACHIEVED BY TAKING ACTION ON THE ATTACHED MATERIALS? (Purpose/ ,c3Y t�'� rt•'•�r9 'y�r Gt 1J�•c e�ioL r-tsd/� �:ys. Ra�nal e) : .%/ .6t � �iv W �v!-rsr�►�3'�jr ��' �►vra•/ �t�o�ri ra/ a. a 7'y'«�- s.s. a. �.�ti��.r.�,[ �l S�r,ct a�`v�• o/A 7� G.. j� �1� SQ r%r.� �aE��J /�'�i1i+vS m�.t �.S�Ui OOd� v� /7��tor✓hi�Sli.�o /�ir1��c�ifc �i✓s.�..� �arc e,�[ �j�pd�'4aa.� !� vs�ir��at9t /-�C✓tnv� /J�.�c�. / iS.t'�c.c- O'i'.'� �%�q/�� Gyt s • �1 ./l�jor.� /9 `T.9'. . . COST/BENEFIT, BUDGETARY AND PERSONNEL IMPACTS ANTICIPATED: /q ,�onC� �'4s✓�.ro� �e/.�c,� p �Z''�.�vaC �� %'l�i.x•�/ Cs�4�-4•�7�y 1•�s vr47ct �•�Y•c�J 4�1y �C . h. :// �t�/4c,c ��9ra.�. rPS�i-✓� s a s �� . At�I► (�/'!A:i� ✓.7/ydErlat ..t.I.rt T'•��` T'�e � y �,/� .1Ut� 171987 , �.p �I�..j• T� �r'►�t� i S,S'�.�t r�t ?�+h jr' N/.%/ �t !i� %a oG.G � ��f ': M�1YpR'g�CE FINANCIN SOURCE AND BUDGET ACTIVITY Nt�IBER q�tARGED OR CREDITED: (Mayor's signa- ture not re- Total Amount of'Transaction: � �/ ��j"'v O�O �Q��o•^rx� quired if under � �10,000) Funding Source; -" Activity Number: . ,4� ATTACHMENTS List and Number All Attachments : � �� :;� /. C.�y G'd�.��, /� sd/�� REC�IVED � / JUL 16 1987 � CITY /�TT�RNEY DEPARTMENT REVIEW CiTY ATTORNEY REVIEW es No Council Resolution Required? ' Resolution Required? Yes No Yes _�fi'"o Insurance Required? Insur�nce Sufficient? � Yes No Yes No Insurance Attached: ��,¢ � (SEE •REVERSE SIDE FOR INSTRl�TIONS) _ � Revised 12/84 . � � � � ��" �J/°�� ; � `�t . s22w � RESOLUTION N0. A RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF A THIRD SUPPLEMENTAL INDENTURE OF TRUST� AND RESTRUCTURING AGENT'S CONTRACT; APPROOII�TG THE FORM OF THE THIRD SUPPLEMENTAL INDENTURE OF TRUST� AND RESTRUCIVRING AGENT'S CONTRACT; PROVIDING THAT THE INVALIDITY OF ANY PART OF THIS RESOLUTION SHALL NOT AFFECT THE REMAINDER; AUTHORIZING THE ERECUTION AND DELIVERY OF RELATED DOCUMENTS; REPEALING ALL RESOLUTIONS OR P08TIONS THEREOF IN CONFLICT HEREWITH AND PROVIDING FOR THE DATE OF EFFECT OF THIS RESOLUTION. WHEREAS, the City of Saint Paul� Minnesota (the "City") is a muaicipal corporation or.ganized and existing under the laws of the State of Mitmesota under the constitution and laws of the State of Minnesota (the "State•) ; and WHEREAS, pursuant to the Constitution and laws of the State of Minnesota� particularly Chapter 260, Laws of Minnesota of 1975� as anended or supplemented (the "Act") � and other provisions of applicable law, the City was authorized to carry out the public purposes described in the Act by issuing its revenue bonds to make or purchase below market interest rate home mortgage loans, and by pledging payments of such home mortgages as security for the payment of the principal of and interest on any such revenue bonds and by entering iato any agreements made in connection therewith; and WHEREAS� to finance or refinance the purchase of housing units intended for use as principal place of residence located anywhere within its boundaries, for occupancy primarily by persons of low and moderate income, the City has developed a program (the "Program") with respect to the issuance by the City of its $50,000,000� the City of Saint Paul� Minnesota� Nome Ownership Mortgage Revenue Bonds (the "Bonds") ; WHEREAS, The Program is administered on behalf of the City and Trustee by First Interstate Mortgage Company� a California corporation (the "Program Administrator") pursuant to an agreement (the "Program Administration Agreement") by and between the City, the Trustee and the Program Administrator; and the proceeds of such Bonds have been used to carry out the Program by acquiring mortgage loans ("Mortgage Loans") originated and sold to the City by various lending institutions pursuant to the mortgage loan swelling agreements (the "Seller's Agreements") by and between each lending � institution, the City� the Program Administrator and the Trustee and serviced by various financial institutions pursuant to mortgage loan servicing agreements (the "Servicing Agreements") by and between each financial institution. the City� the Program Administrator and the Trustee; and the Progra.m Administration Agreement, the Seller's Agreements and the Servicing Agreements (collectively the "Agreements") hsve all been duly executed by the parties thereto; and parties thereto; and �OL .� � � - ' (�v - �7/�`�3 WHEREAS� the City and Trustee entered into an Indenture of Trust dated as of April l, 1979 (herein referred to as the "Original Indenture" and� together with the Third Supplemental Indenture hereinafter referred to and all other indentures supplementary and amendatory thereof, referred to as the "Indenture"), pursuant to which the City has issued its Bonds; and • WFIEREAS, pursusnt to Section 10-1; of the Original Indenture, the parties hereto desire to amend and supplement the Original Indenture as set forth in the Third Supplemental Indenture so as to grant the additional security through the GRAN'PING CIAUSES of the Third Supplemental Indenture; and WHEREAS, there have been presented to the City on this date, the following: 1. The form of the Third Supplemental Indenture; 2. The form of the Restructuring Agent's Contract; 3.• The form of Closing Certificate of City; and 4. The form of Im�estment and Campliance Instructions. WHEREAS� it appears that each of the instruments above referred to� which are now before each of the members of the City Council� is in appropriate form and is an appropriate instrument for the purposes intended; NOW� THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SAINT PAUL, AS FOLIAWS: ARTICLE I AUTHORIZATION TO EXECUTE DOCUMENTS AND SUP�_FrrrFrrr THE INDENT�TRE Section 1.01. A��roval and Authorization of Documents The Third Supplemental Indenture� Closing Certificate, Investment Instructions and the Restructuring Agent's Contract may be� and the same are, in all respects� hereby approved, suthorized, ratified and confirmed, and the Mayor, City Clerk� Director of Finance and Ma.nagement Services and Director of Planning and Economic Development may be� and they are, each separately and individually, hereby suthorized and directed to execute� seal and deliver� for and on behalf of the City� the Third Supplemental Indenture, Restructuring Agent's Contract� Investment Instructions and Closing Certificate in substantially the form and content as presented to the City on this date, and upon approval thereof by the City Attorney� but with such changes, � ' modifications, additions and deletions therein as may be necessary� desirable or appropriate and not materially adverse to the interests of the City� their execution thereof to constitute conclusive evidence of their approval of any and all changes, modifications� additions� and deletions from the form thereof as presented to this meeting. Section 1.02. Citv to Execute and Deliver Additional Documents The Mayor� City Clerk, Director of Finance and Management Services� Director of Planning and Economic Development. and Deputy Director•Housing of the Department of Planning and Economic Development are hereby suthorized to execute and deliver for and on behalf of the City any and all additional 7_/_ . . � . � � ��io�3 certificates, instruction letters, documents and other papers and to perform • all other acts as they may deem necessary or appropriate to implement and carry out the purposes and intent of this Resolution� including the preamble hereto. Section 1.03. Desi¢nation of Restructurin�A, e�nt Under the Restructuring Agent's Contract� Dain Bosworth Incorporated� Miller � Schroeder ' Financial, Inc. and Piper Jaffray and Hopwood incorporated are designated jointly as the Restructuring Agent in connection with the delivery of the Third Supplemental Indenture. The payment of fees to the Restructuring Agent� the payment of other expenses associated with the execution of the Third Supplemental Indenture and the maximum amount of Residuals (as defined in the Third Supplemental Indenture) to be released from the pledge of the Original Indenture� not to exceed the approximate amounts set forth on Scheduie A to this Resolution, are hereby authorized and approved. The amount paid of Residuals released from the pledge of the Original Indenture and paid to the City shall be deposited in an account of the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the "HRA") , the specific HRA account to be as determined by the Executive Director of the HRA. ARTICLE II SUPPLEMENTAL RESOLUTIONS The City may, subject to the terms and conditions of the Indenture� pass and execute resolutions supplemental to this Resolution which shall aot be inconsistent with the terms and provisions hereof. ARTICLE III ' ' - MISCELIANEOUS Section 3.01. I,,imitatio,g of Rights. With the exceptioa of any rights� herein expressly conferred, nothing expressed or mentioned in or to be implied from this Resolution is intended or shall be construed to give to any person� other than the City, the Restructuring Agent and the Trustee� any legal or equitable right, remedy or claim under or with respect to this Resolution or any covenants, conditions and provisions herein contained; this Bond Resolution and all of the covenants� conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the City� the Restructuring Agent and the Trustee as herein provided. Section 3.02. �everabilitv_ Zf any provision of this Resolution shall be held or deemed to be or shall, in fact� be illegal� inoperative or unenforceable� the same shall not affect any other provision or provisions herein contained or render the same im�alid, inoperative or unenforceable to . any extent whatever. � Section 3.03. Prior Resolutions. All provisions of prior resolutions, or parts thereof, in conflict with the provisions of this Resolution are� to the extent of such conflicts� hereby repealed. Section 3.04. Effective Date. This Resolution shall be in full force and effect immediately upon its passage and approval. s� , . . - • ��--�j_/��y3 Section 3.05. Counteroartsi This Resolution may be simultaneously executed in several counterparts� each of which shall be sn original and all of which shall constitute but one and the same instrument. Section 3.06. Ca�tions. The captions or headings in this Resolution are for convenience only and in no way define, limit or describe the scope or • intent of any provisions or sections of this Resolution. Passed and approved this day of July� 1987. .. . � . . . ' . � _= ��/�'�/-� ' . • ,,, e:= ,.'; ,, , '� ��.�F ' CITY OF SAINT PAUL INTERDEPARTMENTAL MEMORANDUM �, c—�, c:_': ..�...i �_.. ._� ,� �.-._. , 'Tl . . - C�'� f'_ r'1 � t`� � DATE: July 14, 1987 ' -- � - t;; �� T0: A1 Olson FROM: Nancy West�/j � RE: CITY COUNCIL AGENDA ITEM A1, I would like to schedule City Council consideration of the attached resolution for Wednesday, July 22, 1987. The original resolution is in circulation for the required signatures and will be in your hands no later than July 21st. The timing of Council action for the 22nd is fairly important to our completing tlYis financing in an atmosphere of semi-calmness before the end of July. I appreciate your help. Thanks! 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