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85-458 WH17E - CI7Y CLERK / PINK - FINANCE COUACII y� CANARV - OEPARTMENT G I �Y OF SA I NT PAU L File NO. � BLUE - MAVOR � City Attny/PBB C uncil Resolution . Presente By � � ,�,/ p� Referred To ! 'v Committee: Date � —�� a� Out of Committee By Date RESOLVED, t at th appropriate City officers are hereby authorized to e ecute the attached Amendment to the Payment and Priority Ag eemen dated December 11, 1982, by and among the City of Sai t Pau , the Housing and Redevelopment Author' ty, the District He ting evelopment Company, and the First Nati al Bank of Saint P ul; a d be it FURTHER RES LVED, that the Council hereby adopt� as its findings herein th.e r citals contained in said attached Amen ent . COUNC[LMEIV Requested by Department of: Yeas #I41C�a���ay� ) �/j� � D N% /V ��� of8N1 In Favor Masanz � NiCOSIa scheibe� � _ Against BY �edes.� Wilaon Adopted by Council: Date APR � - 1985 Form Approved by City Attorney ertified Ya.se ouncil e BY ♦ v � by ;Navor: Da �p� 5 � ���� Appro e Mayor for Sub s o Counci B Pi��$.i �� - : ±. :3 1��.`', ��` Q ��__�. CITY OF S INT PAUL ;`�y '�� OFFICE OF THE CITY ATTORNEY �,+ '_������� �� EDWARD P. STARR, CI Y ATTORNEY ... � �°°f�•� 647 City Hall, Saint Pau,Minnesota 55102 612-298-5121 GEORGE LATIMER MAYOR August 26 , 1985 � �, � ��—� �a� . ^`�'; -n Mr. Albert B. �1 on ' ;� '°" m City Clerk `-� � '� 386 City Hall �� � Saint Paul, Minn sota 55102 °`'`� .. c� cxa rY+ �.r�t � RE: DHDC Paymen & Pr'ority Agreement Dear Al : I have been advi ed, c rrectly, by Karen Swenson that the Coun il Resolution autho izing execution of the First Amendment to Pa ent and Priority Agr ement (DHDC) , which was adopted on April 4, 1 85 , has the wrong ve sion f the Agreement attached to it as an Ex ibit . I have examined he va ious documents , and agree that somehow e did not get the ight opy of the A�reement attached. The enclosed Min tes o the HRA Board (March 28 , 1985 and Apri 4, 1985) show that he Am ndment was approved and passed by the H Board at a speci 1 mee ing on April 4, 1985 , held immediately efore the City Council meeti g with amendments (as marked thereon) . At the Council meet'ng th reafter, while the Council Minutes refl ct the fact that am ndmen s were made to the "First Amendment" , t ose amendments are n t now refleeted in the Agreement attached to he Council Resoluti n. I assume that I must have failed to prepa e an extra copy of th Agre ment for substitution. In any event, th copy attached to the HRA Board Minutes of An il 4, 1985 is the corr ct ve sion, and is the version as adopted by he City Council . I my o inion, you are authorized to correct th s error by substit ting he correct version for the other . Very truly yours , ��/1/Vt PHILIP B. YRNE Assistant City A torne Encs . cc : Delores Ard ser HRA Board ecord ng Secretary ,,. . . � . ' `p � �; � . � 18492 Min es of t e Continuation of the S ecial Meetin RECE VED , � P g of the ; Housi g and Redevelopment Authority A�� � � i�`?5 � °f tr� CITY ATT C ty of Saint Paul, Minnesota F�NEY Date: Apri! 4, 1985 Time: 9:15 A.M. Place: Council Chamber I. ROLL CALL The Chairman call d the eeting to order and the following were present: William L. Wilson John Drew - Chris Nicosia James Scheibel Hugo Masanz Absent: . *Kiki Sonnen Vi�tor �. Tedesco [I. RESOLUTION A HORI ING AMENDMENT TO THE PAYMENT AND PRIORI Y AGREEMENT OF ECEM ER 1, 1982 (DISTRICT HEATING) The Deputy Direct r for D wntown Development said the amendment requested would allow docu ents to changed and allow district heating to lower their rates through defe ral of f anchise fees over a few years. *Commissioner Sonne arrived. .. : �.. . .,._ __:._ , , „ . . . . . ., ���'+`��t L . . _..... . � ,,.. . � ' . : ;_ ;, ; , �-:► Robert Fletcher, former councilman, asked hat w uld deferral figure be in 1995 and what would deferm nt be at end of the 3 h year. Attorney Byrne said based on projections the total deferment would $8.9 illion at end of 1995 and would not increase over that Commissioner Nic sia said many hours were spent to tighten the language. The Chairman ask d if any ne wished to speak. Ms. Denise Anderson of the St. Paul Chamber of ommer requested a delay of two weeks, saying they were not opposed but ha not ha time to fully evaluate the changes. �Ir. Bill Buth of BOMA said a com ittee o the association had reviewed the matter and BOMA supported it 1009�6. Mr. Jo eph M. Quigley, Vice President of Gas Utility of NSP , said he supported the Cha ber's request for delay and wondered if that could � be acted upon befo e he m de further comments. Commissioner Drew, said that although he felt m re posit ve toward District I-ieating since reviewing some sta tistics he still ques ioned t target rates and made a motion to delay the matte for two weeks. Co missio ers Scheibel, Wilson and Sonnen spoke in favor of co - sidering the matte at this ime and Commissioner Drew withdrew his motion. _ Mr. Quigley distrib ted a f ct sheet he had prepared to the Board members and � said NSP is oppose to all s bsidies for energy projects, was not against competi ion � as long as everyon was bo d by the same rules, and felt it had an obligation to protect its natural as cust mers from unnecessazy costs. He elaborated on eac r 18493 4/4/85 Y` . of these points, said DHDC enjoys a number of advantages because of the grants and subsidies it is receiving, plus 'tts tax exempt status, and should not be given another subsidy in a long term waiver of the franchise fee payment which was � clearly discriminatory. , There t�vas further discussion and.Commissioner Wilson moved the public hearing be closed and the amendment to the resolution voted on. Vote: Yeas - 6 Nays - 0 Commissioner Sonnen moved to approve the agreement as amended, as set forth in RESOLUTION NO. 85-4/4-1 (page 18494). The motion carried with a vote five in favor with Commissioner Drew voting nay. III. ADJOURNMENT There being no further business the Chairman declared the meeting adjourned. . „ � . � - ' . . �,�_ S.. r' t'.,�"` ;'{r � � � t 18494 � ' SOLUTION N0. 85-4/4-1 RESO iTTION AUTHORIZING EXECUTION F AN NDMENT TO THE PAYMENT AND RIORI Y AGREEN�ENT DATED DECEMBER 1 , 1982 WHEREAS , the ousin and Redevelopment Authority adopts as its findings the ecita s contained in the attached Amendment ; now therefore, be it RESOLVED, the offic rs of the Authority' s Board of Commiss ' oners and its Executive Direc or are hereby authorized to execute th attached Amendmen to t e Payment and Priority Agreement dated December 1 , 1982 . e /Sr " G-`�_ (�'`jr �.- . 4/4/85 18495 , . . . FIRST AMENDMENT TO YMEN AND PRIORITY AGREEMENT � Relating to: THE H USING AND REDEVELOPMENT AUTHORITY � � • OF HE CI OF SAINT PAUL, MINNESOTA $30, 500, 000 • Float ng Rate Monthly Demand Distr ct He ting .Revenue Bonds, 'Series A a Date as of , 1985 THIS INS^:RUMENT DRAFTED BY: :�HLUM & ASSOCIATES A Professional Association S� . Paul, Minnesota 18496 4/4/85 - ' , � THIS PAYMENT AND PRIORITY AGREEMENT FZRST AMENDMENT is made and entered into as of , 1985, by and among THE HOUSING AND REDEVELOPMENT AUTHORZTY OF THE CITY OF SAINT PAUL, MINNESOTA, a public body corporate and politic (the "HRA" ) , the CITY OF SAINT PAUL, MINNESOTA, a municipal corporatiori and ho�e ' rule charter city (the� "City" ) , DISTRICT HEATING DEVELOPMENT COMPANY, a Minnesota non-profit corporation (tr.e "Corporation" ) and THE FIRST NATIONAL BANK OF SAINT PAUL, a national banking association (the "Bank" ) . . RECITALS WHEREAS: A. The parties hereto being all of the parties to � the Payment and Priority Agreement dated as of December 1, 1982, mutually desire to amend the Agreement to more accurately reflect the original intention of the parties; and B. The parties hereto contemplated and anticipated that the definition of "Target Rates", as that term is used in , Section 1.02 of the Agreement, would include a negative differ- ential that would permit the Corporation to charge rates an3 charges that would be at a predetermined percentage less than , actual firm natural gas prices; and � WHEREAS, the parties �contemplated and agreed that t�ne projected firm natural gas prices would b� at or below actual natural gas prices; and WFiEREAS, subsequent to the execution of the Agreement, � the actual natural gas prices are lower than the projected firm natural gas prices; and WHEREAS, the parties, by adoption of this Amendment, more accurately reflect and clarify the intention of the par- ties upon adoption of the Agreement and the parties now wish to � enter into this Amendment to mutually benefit the parties and to assure the successful economic vitality of the Corporation. NOW, THEREFORE, the HRA, the City, the Corporation and �he Bank, in consideration of the mutual promises and agree- �aents and the benefits to be enjoye3 by the adoption of this Agreement, the sufficiency of said consideration is hereby � acknowledged by all the parties hereto, hereby agree as follows : � Amend Section 1.02 by striking the defini- tion of "Target Rates" contained in Section 1 .02 and substitute the following definition of "Target Rates" . 5473A � ' ' 2 18498 � . . 4/4/85 � Ame d Sec ion 3 .03, by adding a new Section D. as fo lows : D. The arties agree that the Corporation sha 1 not impose the provisions of ��Y* of he Service Agreement (related to exp nsion reserve charges ) while there are out tandi g but unpaid deferred Franchise Fee or upplemental Bank Fees pursuant to thi Agre ment . . Ame d Ar icle III by adding a new Section 3.05 as ollow : Sec ion 3 05. Refinancing of Series A Bonds . The orporation hereby agrees that it sha 1 not re3eem . the Series A Bonds without ' fir t ob aining the prior written consent the eto o the City and the Bank. The City and the ank agree that their consent to ref nanci g shall not be unreasonably with- hel . Ame d Se tion 5. 06 of the Agreement by adding a new S ction C. as follows : • C. Notwi hstanding the provisions of this Sec ion, 11 current �and deferred fees shall be aid t : . . (a) T e City, within twelve ( 12) months after the expiration of the Franchise grant d to the Corporation by Ordinance � No. 6947, as amended by O:dinance No. 169G2 in accordance with Section XV of said Ordinance, as amended, (deferred Franc ise Fees ) . (b) T e Bank, within twelve ( 12 ) months after the expiration of the Letter of .Credi provide3 to the Corporation by the B nk (Supplemental 3ank Fee ) . . � 5473A 4 ,� /'. �.��. e�.-';1 /,� 4/4/85 `-` 18497 Target Rates shall mean, subject to the terms � and conditions of the Service Agreements, the rates and charges permitted to be charged by the Corpora.tion under the Service Agreement equal to a predeter.mined percentage (which � will vary over time) of actual firm natural gas prices; "predetermined percentage" ( for any given year ) shall be that percentage that results from divid- ing the Corpor.ation' s projected hot water rate for the Corporation' s next fiscal year (expressed in $/MMBtu as contained in Gilbert/Commonwealth December 2, 1982 computer analysis reported to the Corporation) by such fiscal year ' s projected . firm natural gas/MMBtu end use rate (as coatained in Table 9 of the Gilbert/Commonwealth Report to � the Corporation dated September 30, 1982 ) ; pro- vided, however, that the resulting percentage shall never be lower . than 72� ; the "actual firm natural gas prices" shall mean a weighted average of the prices actually charged by Northern States Power Company for its various classes of non- interruptible City of Saint Paul gas service customers, to be determined by assigning the . demand for each DFiDC customer to that customer ' s comparable Northern States Power Company class of non-interruptible customers. . Amend Section 3 .02 A, as fol��,►s : A. Pursuant to the City ordinance granting to the Corporation a nonexclusive franchise - to operate the System (the "Franchise Ordi- nance" ) , the Corporation is obligated to pay to the City an annual district heating franchise fee (the "Franchise Fee" ) in the amount of eight percent (8$ ) of the Corpora- tion' s annual gross earnings, after accumu- lation of the Franchise Fee Requirement . The Cit�y hereby agrees that ���� �' �; _ .:v _ _ ., � ����f the Corporation shall not be obligated to pay such Franchise Fees to the City if and to the extent that a Negative Differential shall exist , but only to the extent that amounts otherwise payable as Franchise Fees to the City shall be required to make up such Negative Differen- tial . The amount of such Negative Differen- tial (the amount of Franchise Fees so deferred) shall be accrued, an3 repaid to the City, without interest, as provided in Section 3.03. . 5473A 3 r � s' .t' S�,d ' a��.�. �. 4/4/85 � -- ' 18499 f � � . FURTHER PROV DED hat the Corporation shall indemni y, defend and hoid he Ci y and HRA (and all officers, agents oz employees thereo ) ha mless from and against any and 11 claims, actions, judg ents, orders, agreements, obligatio s, liabilities, loss s, d ages, expenses and costs ('including ut not limited to a torne s ' fees ) arising out of, based on, or related to this First Amendment to the Payment and Prior ty Agreement, and th sai Payment and Priority Agreement, and 11 deferrals, accou ting practices or procedures, payments -�d actions of any k nd wh tever required by or performed pursu nt to said Amendmen or aid Agreement as modified by. the Ame d- ment. . IN WITN SS WH REOF, the f?R.A, the Ci ty, the Corporat on and the Bank �hav caus d this Agreement to be executed by th ir 'duly authorized ffice s. 5473A . 5 185Q0 4/4/85 � � THE HOUSING AND REDEVELOPME':T � AUTHORITY OF THE CITY OF SAIt:T PAUL, MINNESOTA BY Its Chairman By Its Secretary . . By Zts Executive Director By. Its Director, Department of Finance and tdanage�ent Services (sE�) Approved as to form: Assistant City Attorney Amendment to Payment and Priority Agreement dated as of � , 1985 by and among the HRA, the City, the Corporation and the Bank. 5473A 6 `� <�, ;, � 414/85 ` 18501 / • ' � DISTRICT HEATING DEVELOPM ':T COMPANY By Its President By Its Treasurer Amendment to P ymen and Priority Agreement dated as of , 19 5 b an3 among the HRA, the City, the Corporation an3 he B nk. 5473A 7 18502 4/4/85 ., . � �. � THE FIRST NATIOti'AL BANK OF SAIIvT PAUL BY Its Executive Vice President By Its Assistant Vice President Amendment to Payment and Priority Agreement dated as of , 1985 by and among the HRA, the City, the Corporation and the Bank. 5473A 8 . 4/4/85 . � . G:f ': `185`03 � . . CITY OF SAINT PAUL . By Its Mayor By Its Director, Department f Planning and Economic Development By Its Director, Department f Finance and Management Services (SEAL) Attest: City Clerk Approved as to fo m: Assistant City At orne � Amendment to P yment and Priority Agreement dated as of , 1985 y and among the HRA, the City, the Corporation and the Bank. 5473A � 9 18504 4/4/85 � ' �, /�{��/'-r�'"+.-,G�-- Chai an � � /I , � / l r iL� sistant Secretary Copies sent Commissioners 4/19/85 Approved at meeting of 4/24/85 '� ` � 18489 . . RECEIVED � � AUG 2 2 ►�85 � � CITY ATTC��N � N TICE OF SPECIAL MEETING OF THE COMMISSIONE S OF T E HOUSING AND REDEVELOPMENT AUTHORITY OF THE CIT OF SAINT PAUL, MINNESOTA TO: John Drew Hugo Mas z Chris Nico ia James Sch ibel Kiki Sonne Victor J. T desco � William L. Wilson NOTICE is here y given hat a Special Meeting of the Commissioners of the Housing and edevel pment Authority of the City of Saint Paul, Minnesota will held a 9:55 a.m. on March 28, 1985 in the Council Chamber on the third floo of Cit Hall at 15 West Kellogg Boulevard, for the purpose of consideration of a res lution authorizing amendment to the Payment and Priority Agreem nt of cember 1, 1982 (District Heating) / ��, �� (� ,,��C;�,.'�.�y �:? ' � n� �.-,7'"�� , airman � r March 22, 1985 _ . ' �� - � 18490 Mi utes of the Special Meeting � of the i � Housin and Redevelopment Authority of the . Ci y of Saint Paul, Mir►nesota Date: March 28, 1985 Time: 9:55 A.M. Place: Council Chamber I. ROLL CALL The Chairman call d the eeting to order and the following were present: Kiki Sonnen Victor J. Tedesco William L. Wilson _ John Drew Chris Nicosia James Scheibel Hugo Masanz II. RESOLUTION AU HORIZ NG AMENDMENT TO THE PAYMENT AND PRIORI Y AGREEMENT OF ECEM ER 1, 1982 (DISTRICT HEATING) The Deputy Direc r for owntown Development said the matter was brought t the Board on Mar 12 an referred to the Energy and Utilities Committee whi had met yesterda review d the proposal and recommended approval. He said that essentially it s an a endment to the agreement which allows District Hea ing to set their rates ' comp ison with natural gas rates. In reply to a question fr m Commissioner Dre he sai the target rates were projected based on projection for what natural g s was ing to do, the system was designed to protect the co sumer from artificially h gh rate and the present agreement does not allow them to 1 wer their rates. He al point d out that District Heating needed to reach a conclu ion on what their rate were ing to be so they can finalize their year end audit re rt and portions of th ir perm ent financing. Commissioner Dr said i this were voted on at this time he would have to vot against it because of ques ions he had regarding the expansion meaning loss of revenue to NSP w ich wo d in turn pass it on to the consumer. The Deputy Di ctor for powntown De elopme t pointed out that the Council had the ability to set those rates, that t e pres t District Heating system replaces an out-dated sys m in the downtown ea, and the matter today will allow District Heating to lowe its rates to its cus omers. Commissioner Wilson pointed out that the issue of di trict heating going to ount Ai y would be considered before the Development Com ittee. He also pointed o t that SP had requested a franchise fee reduction so they c uld be competitive wi h oil on large gas interruption service and were reduced by3 . Commissioner Sc ibel s id staff had worked on amendments which were inclu ed � in the agreement d poin ed out that this was following through on a commitm nt made to district ating. ommissioner Nicosia said he felt sure the rates hav to be lowered to s ay com titive but questioned at whose expense this would because of the de y in fr nchise fees. The Assistant Cit Attorn y Byrne said the amendment would permit district . - heating rates not o rise t an unreasonably high rate, penalizing the downtown building owners, that the anchis fees would be delayed at least several more years, b t � staff has obtained a com itment that would guarantee that the city receives 18491 3/28 those franchise fees. He said that an amendment prevents any expansion untll fees are paid and a requirement of a specific date when the accrued franchise fees are paid. Robert Fletcher, former City Councilman, spoke against the amendment and suggested that there were a number of options that haven't been discussed. He said the document before the Board doesn't set a new shedule of rates but changes the definition so that as long as NSP's rates keep dropping, theirs can and their franchise fees can keep dropping. He suggested that there needed to be more discussion. Commissioner Scheibel said the matter was on the March 12th agenda, and there were two committee meetings with an hour spent at each of those meetings. Commissioner Tedesco, pointing out that a number of people were here for the Council meeting, moved to recess the meeting to be reconvened after the Council�meeting. Vote: Yeas - 7 Nays - 0 NOTE: Because of the length of the City Council meeting it was later announced that the HRA meeting would continue on Thursday, April 4. • , � G�✓ Chairman L ,; l i ssistant Secretary Copies sent Commissioners 4�/19/85 Approved at meeting of 4/24/85 . � ; . � . ��-c nir�E� - �f-�S�� ��� ���' ._ , ; FIRST AMENDMENT � TO YMEN AND PRIORITY AGREEMENT �I � i Relating to: THE H USING AND REDEVELOPMENT AUTHORITY OF E CI OF SAINT PAUL, MINNESOTA , $30, 500,000 loati g Rate Monthly Demand Distri t Hea ing Revenue Bonds, Series A Dated as of , 1985 THIS INSTRUMENT DRAFTED BY: MAHLUM & ASSOCIATES A Professional Association St. Paul, Minnesota „ . �1�itl t��G �f '�/- 5� ' ' — � - �� �� � � THIS PA ENT D PRIORITY AGREEMENT FIRST AMENDMENT is made and entered into s of , 1985, by and among T E HOUSING AND REDE ELOPM NT AUTHORITY OF THE CZTY OF SAINT PAU , MII�TVESOTA, a publ' c bo y corporate and politic (the "HRA" ) , t e CITY OF SAINT PA , MI NESOTA, a municipal corporation and ho e rule charter cit (th "City" ) , DISTRICT HEATING DEVELOPME T COMPANY, a Minne ota n n-profit corporation (the "Corporation” ) and THE FIRST NA IOI�TAL BANK OF SAINT PAUL, a national banki g association (the 'Bank" ) . RECITALS , WHEREAS• A. The part es hereto being all of the parties o the Payment and Prio ity Agreement dated as of December , 1982, mutually d sire o amend the Agreement to more .accurate y reflect the origi al in ention of the parties; and B. The part es hereto contemplated and anticipat d that the definit 'on of "Target Rates" , as that term is used ' n Section 1.02 of he Ag eement, would include a negative diffe - ential that woul per it the Corporation to charge rates a d charges that wou d be at a predetermined percentage less th n actual firm natur 1 gas prices; and WHEREAS, the arties contemplated and agreed that t e projected firm n tural gas prices would be at or below actu 1 natural gas price ; and WHEREAS, subs quent to the execution of the Agreemen , the actual natur 1 gas prices are lower than the projected fi m natural gas price ; an WHEREAS, the arties, by adoption of this Amendmen , more accurately eflec and clarify the intention of the pa - ties upon adopti n of he Agreement and �he parties now wish o enter into this end ent to mutually benefit the parties a d to assure the su essf 1 economic vitality of the Corporation. NOW, TH REFOR , the HRA, the City, the Corporation a d the Bank, in co sider tion of the mutual promises and agre - ments and the b efit to be enjoyed by the adoption of th s Agreement, the uffic' ency of said consideration is here y acknowledged by 11 th parties hereto, hereby agree as follow : Am nd Se tion 1.02 by striking the defini- tion of "Targ t Rates" contained in Section 1.02 and su stitu e the following definition of "Target Rates' . 5473A 2 f�t C�10 �f'�!�'`� � � � � � �� ���' Tar et R tes shall mean, subject to the terms a d con itions of the Service Agreements, the rat s and charges permitted to be charged by the Cor rati n under the Service Agreement equal to a p edete mined percentage (which will vary over ti e) o actual firm natural gas prices; "predete mined percentage" ( for any given year) shall be that percentage that results from divid- ing the Corp ration' s projected hot water rate for the Corpo ation' s next fiscal year (expressed in $/MM tu a contained in Gilbert/Commonwealth � December 2, 1 82 computer analysis reported to the Cor orati n) by such fiscal year' s projected firm nat ral as/MMBtu end use rate (as contained in Tabl 9 of the Gilbert/Commonwealth Report to the Cor orati n dated September 30, 1982) ; pro- vided, oweve , that the resulting percentage shall n ver b lower than 72$; the "actual firm natural as p ices" shall mean a weighted average of the rices actually charged by Northern States Power C mpany for its various classes of non- interrup ible City of Saint Paul gas service customer , to be determined by assigning the demand or ea h DHDC customer to that customer' s comparab e Northern States Power Company class of non-inte rupti le customers. Ame d Sec ion 3.02 A, as follows : A. Pursu nt to the City ordinance granting to the C rporation a nonexclusive franchise to opera e the System (the "Franchise Ordi- nan e" ) , the Corporation is obligated to pay to the City an annual district heating fra chise fee (the "Franchise Fee" ) in the amo nt of eight percent (8$) of the Corpora- tio ' s a nual gross earnings, after accumu- lat'on o the Franchise Fee Requirement. • The City hereby agrees that up to and inc uding September 30, 1995 the Corporation sha 1 not be obligated to pay such Franchise Fee to t e City if and to the extent that a Neg tive Differential shall ex•ist, but only to he e tent that amounts otherwise payable as Franc ise Fees to the City shall be req ired to make up such Negative Differen- tia . amount of such I�egative Differen- tia (t e amount of Franchise Fees so def rred) shall be accrued, and repaid to the City without interest, as provided in Sec ion 3.03. 5473A 3 , ��� c� �-��5, ` ' � �� �= y��' Ame d Section 3.03, by adding a new Section D. as fo lows - D. The arties agree that the Corporation sha 1 no impose the provisions of Section 21. of the Service Agreement (related to exp 'nsion reserve charges) while there are out tandi g but unpaid deferred Franchise Fee or upplemental Bank Fees pursuant to thi Agre ment . Ame d Ar icle III by adding a new Section 3.05 as ollow : Sec ion 3 05. Refinancing of Series A Bonds. ' The orporation hereby agrees that it ' sha 1 not redeem the Series A Bonds without ', fir t ob aining the prior written consent I the eto of the City and the Bank. The City �, and the Bank agree that their consent to I ref nanci g shall not be unreasonably with- hel . il Azne d Se tion 5.06 of the Agreement by adding a new S ction C. as follows: C. Notwi hstanding the provisions of this Sec ion, 11 current and deferred fees shall be aid t : (a) T e City, within twelve (12) months after the expiration of the Franchise grant d to the Corporation by Ordinance No. 6947, as amended by Ordinance No. 16962 in accordance with Section XV of said Ordinance, as amended, (deferred Franc ise Fees) . (b) T e Bank, within twelve (12) months after the expiration of the Letter of Credi provided to the Corporation by the B nk (Supplemental Bank Fee) . 5473A 4 ,4��,vo .�_ ' . � - �'_� - ��� FURTHER PROV DED hat the Corporation shall indemnif , defend and hold he Ci y and HRA (and all officers, agents r employees thereo ) ha mless from and against any and a 1 claims, actions, judg ents, orders, agreements, obligation , liabilities, loss s, d ages, expenses and costs (including b. t not limited to a torne s ' fees) arising out of, based on, r related to this First Amendment to the Payment and Priori y Agreement, and t sai Payment and Priority Agreement, and a 1 deferrals, accou ting practices or procedures, payments a d actions of any k' nd wh tever required by or performed pursua t to said Amendmen or s id Agreement as modified by_ the Amen - ment. IN WITNE S WH EOF, the HRA, the City, the Corporati n and the Bank have caus d this Agreement to be executed by their duly authorized o ficer . 5473A 5 _ � °����; � � THE HOUSIL�TG AND REDEVELOPMEN AUTHORITY OF THE CITY OF SAIN PAUL, MINNESOTA By Its Chairman By Its Secretary . By Its Executive Director By Its Director, Department o Finance and Management Services (SEAL) Approved as to fo m: Assistant City At orney Amendment to Pa ment and Priority Agreement dated as of , 198 by and among the HRA, the City, th Corporation and t e Ban . 5473A 6 I . �M�,v n ���1-J'S � �� DISTRICT HEATING DEVELOPME T COMPANY By Its President By Its Treasurer Amendment to P yment and Priority Agreement dated as of , 19 5 b and among the HRA, the City, he Corporation and he Ba k. 5473A 7 �M�N Ei� �f� �5� . . ' �� (!� " ' THE FIRST NATIONAL BANK OF SAI PAUL By Its Executive Vice President By � Its Assistant Vice Presi ent Amendment to P yment and Priority Agreement dated as f , 19 5 by and among the HRA, the City, t e Corporation and he Ba k. 5473A 8 /4M �6a �f-c�-�� . � � -� `���� CITY OF SAINT PAUL By Its Mayor By Its Director, Department f Planning and Economic Development By Its Director, Department f Finance and Management Services (SEAL) I Attest: City Clerk i i i Approved as to f rm: I Assistant City A torne ' Amendment to P yment and Priority Agreement dated as f , 1985 y and among the HRA, the City, the Corporati n and the Bank. 5473A 9 . . � C� �rs� ��' � I8492 Minut s of th Continuation of the Speciai Meeting � of the Housin and Redevelopment Authority . of the � Ci y of Saint Paul, Minnesota Date: April �, 1985 Time: 9:15 A.M. Place: Counci! Chamber . I. ROLL CALL The Chairman call d the eeting to order and the following were present: " William L. Wilson � � John Drew Chris Nicosia James Scheibel Hugo Masa�z � Absent: • *Kiki Sonnen Victor J. Tedesco [I. RESOLUTION A HORI ING P�MENDMENT TO THE PaYMENT AND PRIOR Y AGREEMENT OF ECEM ER 1, 1982 (DISTRICT HEATING) The Deputy Direc or for owntown Developrnent said the amendment requeste would allow docu ents to changed and allow districz heating to lower their - rates through def ral of ranchise fees over a few years. *Commissioner Sonn n arrived. Assistant City At orney B rne said amendments had been made which would r quire that there be no a crual o franchise fees after September 1, 1995, that payme ts must �gin in 199 and ot er technical amendments. Robert Fletcher, former councilman, aske what w uld deferral figure be in 1995 and what would defer �nt be at end of the 3 th year Attorney Byrne said based �n projections th� total - deferment would $8.9 illion at end of 1995 and wo��Id not increase over th t. Commissioner Ni sia sai many hours were spent to tighten the language. � 'fhe Chairman as d if an one wished to speak. Ms. Denise Anderson of the St Paul Chamber of ommer e requested a cblay of two �veeks, saying they were not opposed but h d not h d time to fully evaluate the changes. VIr. Bill Buth f BOMA said a com ittee f the association had reviewed the matter and BO:VI supported it 100 '. Mr. J seph M. Quigley, Vice President of Gas Utility of N , said he supporte the C mber's request for delay and wondered if that could • be acted upon bef re he ade further comments. Commissioner Drew, said th t although he felt ore pos tive toward District Heating since reviewing some s a- tistics he still qu stioned he target rates and made a motion to delay the mat er for two weeks. mmiss'oners Scheib�l, Wilson and Sonnen spoke in favor of on- sidering the matt r at thi time and Commissioner Drew withdrew his motion. . Mr. Quigley distr �uted a fact sheet he had prepared to the Board members an said NSP is oppos d to al subsidies for energy projects, was not against comp tition • as long as everyo e was und by the same rules, and felt it had an obligation o protect its natur 1 gas cu tomers from unnecessary costs. He elaborated on e ch 28493 - . '� 4/4/85 ��ai . . * of these points, said DHDC enjoys a number of advantages because of tF►e grants and subsidies it is receiving, plus its tax exempt status, and should not be given another subsidy in a long term waiver of the franchise fee payment which was �learly discriminatory. ; � . �. ThPre was further discussion and Commissioner Witson moved the public hearing be �Iased and the amendment to the resolution voted on. Vote: Yeas - 6 Nays - 0 Gommissioner Sonnen moved to approve the agreement as amended, as set forth in RESOLUTION NO. 85-4/4-1 (page 18494). The motion carried with a vote five in favar with Commissioner Drew voting nay. III. ADJOURNMENT - There being no further business the Chairman declared the meeting adjourned. �, � /J� 18494 L./� �'S _c'/`J - R SOLUTION N0. 85-4J4-1 RESO UTION AUTHORIZING EXECUTION F AN NDMENT TO THE PAYMENT AND RIORI AGREEN�ENT DATED DECEiIBER 1 , 1982 � WHEREAS , the ousin and Redevelopment Authority adopts as its findings the ecita s contained in the attached Amendment ; now therefore, be it _ RESOLVED, the offic rs of the Authority' s Board of Commis ioners and its Executive Direc or are hereby authorized to execute t e attached Amendmen to t e Payment and Priority Agreement date December 1 , 1982 . _ ��s —`��� � � 4�,*,,, � CITY F SAINT PAUL R' ° OFFICE OF TH CITY ATTORNEY o a� ��� 5��������� �� EDWARD P. ST RR, CITY ATTORNEY �'UO„�,. _�' 647 City Hall, Saint Paul,Minnesota 55102 �' 612-298-5121 GEORGE LATIMER MAYOR R�C IVED February 15 , 198 MAR 31a$5 CITY A TORNEY To : G e� B1 es From: P il By ne� Re : D DC Am ndment to Payment and Priority Agreemen The Counci Ener y Committee wanted Administration sign- ff on this Resolution. Can you do it , or get the Mayor to si�n it? Then tell them to se d it o me for routing to the Council . Enc . � V �` -.. 1 `�.��_.l �E t•f.a...r�._��v .< �� �5� ITY OF SAINT PAUL ���� - FFICE OF TH� CITY COIINCIL �.,...:� n uuuuee ������` 0 Q t e ; blarch 27, 985 OMM (TTEE RE PORT TO = SQ nt P u l City Council F R O M � C O Rl l�' e e O h E.�IERGY, UTILITIES F� �IVIRON!�'�IT C H I R our�cil Member Kiki Sonnen Resolution ap roving execution of Payment and Priority Agreement da ed December " 1, 982, b and amon;the City of Saint Paul, the Housing d Redevelopment Author ty, the District Heating Development Company, d the First Nat'onal B k of St. Paul. At its m eting f March 27, 1985, the Energy, Utilities and Envi onment Cormnittee, recorrunended approval of the . resolut' n appr ving execution of the Payment and Priority Agreeme , as ended. CITY HALL SEVENTH FLOOR SAINT PAUL., INNESOTA 55102 �. .. � � � ��_��-� LAW OFFICE M H LU M & ASSOC I ATES A PROFESSIONAL ASSOCIATION SUITE 2200, t�ORTH GENTRAL LIFE TOWER 44S MINNESOTA STREET SAINT PAUL, MINNESOTA 55101 WILLIAM M. MAHLUM KEN R. ERICKSON Ma r c h 2 7 19 8 5 TELEPHONE JONN C. SPRANGERS / 612-292-1661 Honorable Kiki Sonn n Councilman, City of Saint Paul . City Hall Saint Paul , M 551 2 Re: District eatin Development Company First Ame dment to Payment and Priority Agreement j Dear Councilm n Son en: Enclosed ple se fi d the First Amendment to the Paymen and Priority Agr ement that is in the form as approved by your committee th ' s dat . You wil:l note that we have adde the requested la guage under the definition of Target ates, " . . .such fisc 1 . . . " and struck the word " . . .that. . . " ' I have provi ed yo with two copies of this Agreement for your report to the full ouncil and the HRA. Thanking you or yo r kind attention to this matter, I am Very truly y urs, MAHLUM & ASS CIATE % ` ; j � r : � � `, � ` � � ' - ` _ _._-. � _ ��, . . � --- BY:� 41'ILLIAM M. MA LUM WMM: jb/5438A Enc. cc : Philip B rne, sq. Richard artin Esq. Mr. Hans 0. Ny an j . 2��: . � . � - � � ��' �/5� �c�, ��i /�.� � FIRST AMENDMENT TO PAYME T AND PRIORITY AGREEMENT Relating to: THE HOOSI G AND REDEVELOPMENT AUTEORITY 0 TAE ITY OF SAINT PAUL, MINNESOTA � $30,500,000 Y- •-�---� Flo ting Rate Monthly Dema�nd. Dis rict eating Revenue Bonds, Series A Da ed as of , 1985 THIS INSTRUMENT DRAFTED BY: MAHLUM & ASSOCIATES A Professional Association St. Paul , Minnesota � ' � ' • . � � � . . ' • _ (�,.�� . �� � ,��v . � 3��.s-' THIS PA MENT ND PRIORITY AGREEMENT FIRST AMENDMENT is made and entered into as of , 1985, by and among HE HOUSING AND REDE ELOP ENT AUTHORITY OF THE CITY OF SAINT PA L, MINNESOTA, a pub ic b dy corporate and politic (the "HRA" ) , he CITY OF SAINT PA L, M NNESOTA, a municipal co�rporation and me rule charter ci y (t e "City" ) , DISTRICT HEATING DEVELOP ENT COMPANY, a Minn sota on-profit corporation (the "Corporati n" ) and THE FIRST N TIONA BANK OF SAINT PAUL, a national ban ing association ( the "Ban " ) . RECITALS WHEREA : A. T e pa ties hereto being all of the partie to the Payment an Pri rity Agreement dated as of Decembe 1 , 1982, mutually esire to amend the Agreement to more accura ely reflect the ori inal ' ntention of the parties ; and B. T e pa ties hereto contemplated and antici ated that the defin ' tion f "Target Rates" , as that t�erm is us d in Section 1. 02 o the greement, would include a negative di fer- ential that wo ld p rmit the Corporation to charge rates and charges that w uld e at a predetermined percentage less than actual firm na ural as prices ; and -.- --WHERE S, th parties contemplated and agreed tha the projected firm natu al gas prices would be at or below a tual natural gas pr ces ; nd WHERE S, su sequent to the execution of the Agre ment, the actual nat ral as prices are lower than the projected firm natural gas pr ' ces; and WHER S, t e parties, by adoption of this Amen ment, , more accurate y ref ect the intention of the parties upon adop- tion of the greem nt and the parties now wish to ente into this Amendmen to utually benefit the parti,es and her by to assure the su cessf 1 economic vitality of the Corporation , NOW, THERE ORE, the HRA, the City, the Corporati n and � the Bank, in consi eration of the mutual promises and agree- ments and th bene its to be enjoyed by the adoption o this . . Agreement , t e su ficiency of said consideration is hereby � acknowledged y all the parties hereto, hereby agree as f llows : Amen Section 1 . 02 by striking the defin -" tion of " arget Rates" contained in Section 1 . 2 and subs itute the following definition f "Ta get R tes" . 4075A/REV. 02 385/5 35A . 2 . _ - .� � �4 � � 5-y�'� . � � � ��r/ , �- � - d�s � Tar et ates shall mean, subject to the terms a d co ditions of the Service Agreements, the rat s and charges permitted to be charged by the Cor orati n under the Service Agreement equal to a p edete mine _ rcentage (which will vary over ti e ) o actu firm natural gas prices ; "pre et rmine entage" shall be that percent- age f r an� given`uyear used by Gilbert and Associa es, easi i i Consultants to the Cor- poratio , fo the purpose of their feasibility study ith espect to the system bearing the latest ate rior to the issuance and delivery of the Se ies A Bonds ; and "actual firm natural gas prices" shal mean the prices actually charged by Northe n St tes Power Company to customers locate within the City from time to time for non-in errup ible natural gas service. FURTHER PR VIDED That the Corporation shall indemn' fy, � defend and hol the ity. and HRA (and all officers, agent or employees ther of ) armless from and against any and all claims, action , ju gments, orders, agreements, obligat ' ons, liabilities, lo ses, damages, expenses and costs (includin but not limited to atto neys ' fees) arising out of, based on, or related to this Fir t Amendment to the Payment and Pri rity Agreement, and the s id Payment and Priority Agreement, an all -�- deferra��;-- acc unti g practices or proce�lures, payments and actions of any kind whatever required by or performed pur uant to said Amen ment or said Agreement as modified by the Amendment. - IN�'WI NESS HEREOF, the HRA, the City, the Corporation and the Bank h ve c used this Agreement to be executed by their duly authorize offi ers. 4075A/REV. 02 385/5 35A 3 : • . . � . . � . � ��- �s� � � ,C�. .�/i3 �5� THE HOUSING AND REDEVELOPME T AUTHORITY OF THE CITY OF SAI T � PAUL, MINNESOTA BY Its Chairman By Its Secretary By Its Executive Director By Its Director, Department of Finance and Management Services (SEAL) � Approved as to orm: Assistant City ttorn y Amendment to Pay ent and Priority Agreement dated as of . . , 1985 by and among the HRA, the City, the Corporation a d th Bank . 4075A/REV. O 1385/ 235A 4 l '{ � _ � � � � � @��' -���' . . ' ,t���. �/i3 �5' DISTRICT HEATING DEVELOPM NT COMPANY By Its President By Its Treasurer �.. .......__. .. • � Amendment t Pay ent and Priority Agreement dated as of , 1985 by and among the HRA, the Cit , the Corporation nd th Bank. 4075A/REV. O 1385/ 235A 5 .� � � � � � � � �s- ��' . � ��� �� �`� THE FIRST NATIONAL BANK OF SA NT PAUL By Its Executive Vice President By Its Assistant Vice President � ' Amendment to Pay ent and Priority Agreement dated as of , 1985 by and among the HRA, the Cit , the Corporation d th Bank. " 4075A/REV. 02 385/5235A 6 � � ''�c ��� , � , . . - ��-� - � � � ��!/. /3��.5� CITY OF SAINT PAUL BY Its Mayor ' By Its Director, Department of Planning and Economic Developmen By Its Director, Department of Finance and Management Services (SEAL) Attest : ...: •.d....-. �. City Clerk Approved as to form: Assistant Cit Atto ney Amendment t Pay ent and Priority Agreement dated as of , 1 85 by and among the HRA, the City, the Corp ration and the Bank 4075A/REV. O 1385/ 235A 7 � . � . ,�� -_ �.�� � �.z��l, -�, �1i.5� FIRST AMENDMENT TO AYMEN AND PRIORITY AGREEMENT Relating to: THE OUSI G AND REDEVELOPMENT AUTHORITY OF THE C TY OF SAINT PAUL� MINNESOTA $30,500,000 Flo ting Rate Monthly Demand Dis rict eating Revenue Bonds, Series A , Da ed as of , 1985 THIS INSTRUMENT DRAFTED BY: MAHLUM & ASSOCIATES A Professional Association St . Paul , Minnesota � � � � �� - �J��' � ,,��. �/ 7�'�s� THIS PAY ENT A D PRIORITY AGREEMENT FIRST AMENDMENT i made and entered into s of , 1985, by and among TH HOUSING AND REDE ELOPM NT AUTHORITY OF THE CITY OF SAINT PAU , MINNESOTA, a public bo y corporate and politic ( the "HRA" ) , t e CITY OE SAINT PA L, MI NESOTA, a municipal corporation and ho e rule charter ci y (th "City" ) , DISTRICT HEATING DEVELOPME T COMPANY, a Minne ota n n-profit corporation ( the "Corporation ) and THE FIRST NA IONA BANK OE SAINT PAUL, a national banki g association ( the "Bank ) . RFCITALS . WHEREAS A. Th par ies hereto being all of the parties to the Payment an Pri rity Agreement dated as of December 1, 1982, mutually esire to amend the Agreement to more accurat ly reflect the ori inal intention of the parties ; and � ! B. T e par ies hereto contemplated and anticipa ed ; that the defini ion o "Target Rates" , as that term is used in Section 1. 02 of the A reement, would include a negative diff r- ential that wo ld pe mit the Corporation to charge rates nd charges that w uld b at a predetermined percentage less than actual firm nat ral g s prices ; and WHERE , th parties contemplated and agreed that the projected firm natur 1 gas prices would be at or below ac ual natural gas prices ; nd WHERE S, su sequent to the execution of the Agreem nt, � the actual nat ral g s prices are lower than the projected irm i natural gas pr ces ; nd � WHERE S, t e parties, by adoption of this Amend ent, more accuratel ref ect and clarify the intention of the par- ties upo� adop ion f the Agreement and the parties now wish to enter into th s Ame dment to mutually benefit the parties and to assure the successful economic vitality of the Corporati n. � NOW, THERE ORE, the HRA, the City, the Corporatio and the Bank, in consi eration of the mutual promises and a ree- � ments and the bene its to be enjoyed by the adoption of this I Agreement, t e sufficie�cy of said consideration is h reby � acknowledged y all the parties hereto, hereby agree as follows: Amend Section 1 . 02 by striking the defini tion of " arget Rates" contained in Section 1 . 0 and subs itute the following definition o "Tar et Rates" . 4075A/REV. 03 785/5 35A 2 . . . �=ys� � i �QEV. 3 �7/�.� � Tar et ates shall mean, subject to the terms a d co ditions of the Service Agreements, the rat s and charges permitted to be charged by the Cor orati n under the Service Agreement equal to a p edete mined percentage (which will vary ' over time ) o actual firm natural gas prices ; "predet rmine percentage" (for any given year ) shall b that percentage that results from divid- ing th Cor oration ' s projected hot water rate for the Corp ration ' s next fiscal year (expressed ' in �/M Btu s contained in Gilbert/Commonwealth . December 2, 982 computer analysis reported to the Co porat on) by such fiscal year ' s projected firm n tural gas/MMBtu end use rate (as contained in Tab e 9 of the Gilbert/Commonwealth Report to the Co poration dated September 30, 1982) ; pro- vided, howe er , that the resulting percentage shall ever be lower than 72$ ; the "actual firm natura gas rices" shall mean a weighted average of the price actually charged by Northern States Power Compa y for its various classes of non- interr ptibl City of Saint Paul gas service custo rs, to be determined by assigning the deman for ach DHDC customer to that customer ' s compa able orthern States Power Company class of non-i terru tible customers. mend ection 3. 03, by adding a new Section D. as follo s : . Th parties agree that the Corporation hall not impose the provisions of Article XI , f the Service Agreement { related to xpansion reserve charges ) while there are outst nding but unpaid deferred Franchise Fees r Supplemental Bank Fees pursuant to this greement . Amend Article III by adding a new Section 3. 05 as fo lows: ' i Secti n 3. 05. Refinancing of Series A Bonds . T e Corporation hereby agrees that i shall not redeem the Series A Bonds withou firs obtaining the prior written consen ther to of the City and the Bank . The Cit and he Bank agree that their consent t refi ancing shall �ot be unreasonably with held 4075A/REV. 032785/5235A 3 . , , � ` J� -,/� �� y, /��v. 3/�7/�5� ; Ame d Section 5. 06 of the Agreement by adding a new S ction C. as follows : C. Notwithstanding the provisions oF this ' Se tion, all current and deferred fees shall be paid o: (a) he City, within twelve ( 12 ) months afte the expiration of the Franchise gran ed to the Corporation by Ordinance No. 16947, as amended by Ordinance No. 1696 , in accordance with Section XV of said Ordinance, as amended, (deferred Fran hise Fees ) . (b) The Bank , within twelve ( 12) months aft r the expiration of the Letter of Cre it provided to the Corporation by the Bank (Supplemental Bank Fee ) . � FURTHER PR VIDED That the Corporation shall indemni y, % defend and hold the ity and HRA (and all officers, agents or employees ther of ) armless from and against any and 11 claims, action , ju gments, orders, agreements, obligati ns, liabilities, lo ses, amages, expenses and costs (including but not limited to attor eys ' fees) arising out of , based on, or related to thi Fir t Amendment to the Payment and Prio ity � Agreement, and the s id Payment and Priority Agreement, and all � deferrals, acc untin practices or procedures, payments and � actions of any kind hatever required by or performed purs ant ' to said Amendm nt or said Agreement as modified by the Am nd- ' ment. � IN WI NESS HEREOF, the HRA, the City, the Corpora ion and the Bank h ve ca sed this Agreement to be executed by t . eir duly authorize offi ers. � i i � i I 4075A/REV. 03 785/5 35A 4 - - . � ��=y�/ �� .�/����5, THE HOUSING AND REDEVELOPME T AUTHORITY OF THF CITY OF SAI T PAUL, MINNESOTA I3y Its Chairman By Its Secretary _ By Its Executive Director By Its Director, Department of Finance and Management Services (SEAL) Approved as to orm: Assistant City ttorn y Amendment to Paym nt and Priority Agreement dated s of , 1985 by and among the HRA, the City, the Corporation an the Bank . 4075A/REV. 032 85/52 5A 5 - � - �- �=�s�' DISTRICT HEATING DEVELOPME T COMPANY By Its President By Its Treasurer Amendment to Paym nt and Priority Agreement dated as of , 1985 by a�d among the HRA, the City, the Corporation a d the Bank . 4075A/REV. 03 785/5 35A 6 , . � � ��-�s THE FIRST NATIONAL BANK OF SAINT PAUL By Its Executive Vice President By . Its Assistant Vice President Amendment to Paym nt and Priority Agreement dated a of , 1985 by and among the HRA, the City, the Corporation a d the Bank . 4075A/REV. 032785/5235A 7 - - - ' J ������' CITY OF SAINT PAUL By Its Mayor By Its Director, Department of Planning and Economic Developme t By Its Director , Department of Finance and Management Services (SEAL) Attest : City Clerk Approved as t form Assistant Cit Atto ney Amendment t Pay ent and Priority Agreement dated s of , 1 85 by and among the HRA, the City, the Corp ration and the Bank 4075A/REV. O 2785/ 235A 8