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279568 WH17E - CITV CLERK PINK - FINANCE G I TY OF SA I NT PA U L Council CANARV -GEPARTMENT BLUE - MAYOR File NO. � Coun z Resolution , . . Presented By Referred To Committee: Date Out of Committee By Date I RESOLVED, That the Mayor and the Director of the Departmen of Finance and Management Services be and are hereby authorized and directed to execute on behalf of the City of Saint Paul a certificate and waiver by the City of Saint Paul pertaining to the Hot Water Delivery Agreement entered into between District Heating Development Company, Ramsey County and the City of Sain Paul pertaining to the St. Paul-Ramsey Medical Center, which certificate and waiver deletes from the Agreement Article 3. 2 in its entirety and declares that all the contingent provisions contained in said Article 3. 2 are in all respects satisfied and/ r waived; a copy of said certificate and waiver shall be maintaine on file in the office of the Director of the Department of Finan e and Management Services. I I � � i I i COUNCILMEN Requested by Department of: �� Yeas Nays Fletcher � �evine In Favor Masanz I Nicosia � scneibei __ Against BY � Tedesco Wilson Form Approve b Cit ttor y Adopted by Council: Date nF(' 1 4 1982 � Certified Y� s d ouncil Se tar BY - � B y j,"��, /�pp v by Mavoc a �� O� Approve ay for Submission to Council B - By � - r UBLISHED D E C 2. 41982 I � i � . .� � � � Resolut�on � � Board oi ! i, ��Qmse �ounf �ommissioners ! � � i December 13, 1982 82-145 Presented By Commissioner Schaber Ddte N0. Attention: i Budget & Accounting; Gary Davis, Assistant County Attorney; f i Michelle Tiu�ons, Assistant County Attorney; Wm. Mahlum, Attorney; � • i �]r93'�"on, City Clerk; RESOLVED, By the Board of Ramsey County Co�issioners that the "Certifica e and Waiver by Customer" relating to the Hot Water Delivery Agreement between m- sey County and the City of St. Paul and the District Heating Development Compa y for Saint Paul-Ramsey Medical Center is hereby approved, subject to execution f a similar Certificate and Waiver by the City of St. Paul; and Be It Further � , �i RESOLVED, That the Chairman and Chief Clerk of the County Board are autho - ized to execute the Certificate and Waiver by Customer on behalf of Ramsey Cou�ty. I ; i , i i 1 i i I I � � i i i . � `� - i ' , � i I I i � ;'" = r - , + �� ' � � j�i�:�� '' yf , r,�, ; � f U�: � ,�� ,G, ~�i�, �� t,"i . � � � : I ��1� I �' � i ROBFRT J. ORTN, Cha,i�nan By e - ow�.tc� o I � . CITI' Or SAIITT PAUL � f!!4�! OI'2'IGE OF THE yIAY0I3 �2��8 s�uucs. �� _ � GEOR(3E LATIMER MAYOR CERTIFICATE AND WAIVER BY CUSTOMER I . We, George Latimer and Peter Hames, as of the date hereofl do hereby certify and declare that we are the duly chosen, � qualified and acting Mayor and Finance Director, respectively, � of the City of Saint Paul, a Governmental Unit organized underl the Laws of the State of Minnesota (the "Customer") and that: i 1. This Certificate and Waiver relates to that certain Hot Water Delivery Agreement .(the "Delivery Agreement") by and be- tween Customer and District Heating Development Company (DHCD) a copy of which is attached hereto as Exhibit A, including all extensions and/or waivers and/or amendments, if applicable. (Hereafter the "District Heating Agreements" . ) This Certifica e and Waiver further relates to, and is rendered in connection with, revenue bonds (the "System Bonds") issued or to be issue by The Housing and Redevelopmerit Authority of the City of Sain Paul) , Minnesota (the "HRA"). to finance the district heating I system (the "System") operated by DHDC. � I 2. Pursuant to applicable statutory authority, charter pro-� visions, rules, and regulations, the Customer has the authority to enter into the District Heating Agreements. , � 3. The District Heating Agreements have been duly signed, acknowledged and delivered by the undersigned on behalf of the Customer. 4. The execution and delivery of the District Heating Agree ments and the carrying out of the terms thereof do not and will not result in a violation of any provision of or in a default under the statutory author.ity of the Customer or ar�y indenture, � mortgage, deed of trust, indebtedness, or other agreement, to � which the Customer is a party or by which it or its property is bound or result in the creation of a lien or encumbrance upon its property, and do not and will not conflict with any present order, rule or regul.ation applicable to the Customer of any cou or of any Federal or State regulatory body or administr.ative agency or other governmental agency having jurisdiction over the Customer. I i �•2z � <• 5. There is no litigation pending or, to the best of�� U Customer' s knowledge,. threatened affecting the right nor in a y way questioning the execution or validity of the District Hea - ing Agreements or, to the best of the Customer' s knowledge, t e issuance of the System Bonds. � 6. The Customer is a political subdivision of the State o!� Minnesota, and as such exempt as that term is defined in Sec. 115 of the Internal Revenue Code of 1954, as amended. 7. The representations of the Customer set forth in the D's-' trict Heating Agreements are reaffirmed as true and correct i all respects. , 8. Attached hereto as Exhibit B is legal opinion of Custom r' s attorney. 9. Customer, by execution hereof, deletes from Customer' s I Hot Water Delivery Agreement Article 3.2 in its entirety and � declares that the contingent provisions of Article 3.2 are, in a11 respects, satisfied and/or waived. 10. Customer hereby affirms and ratifies .its execution of t e Hot Water Delivery Agreement, and represents that the Hot Wate Delivery Agreement, as heretofore supplemented, extended, modi fied, altered or amended is a binding and enforceable contract upon the Customer in accordance with its terms. 11. This Certificate and Waiver is made to induce the sale and delivery of the System Bonds and will, at the request of either the HRA or DHDC, be updated within three business days o receipt of such request, if deemed desirable by DHDC or the HRA for purposes of issuing the System Bonds. IN WITNESS WHEREOF, we have hereunto set our hands this day of , 1982. �� I CITY OF SAINT PAUL, ; a Governmental Unit i �� • By: . I Mayor I By: Finance Director FORM GU ♦ ° ��T• �. . CITY OF SA NT PAUL ;`� '� OFFICE OF THE CITY TTORNEY � iiii�i!li�ii +' �+. „C EDWARD P. STARR, CITY ATTORNEY ,... 647 City Hall,Saint Paul, innesota 55102 , 612-298-5121 GEORGE LATIMER MAYOR 2 95E� i � ; District Heating Development Company � 138 Bremer Building � . St. Paul, Minnesota 55101 i � The Housing and Redevelopmerit Authority ; of the City of Saint Paul, Minnesota ! 25 West Fourth Street St. Paul, Minnesota 55102 Re: HOT WATER DELIVERY AGREEMENT { � Gentlemen: I We have acted as counsel for. the City of Saint Paul, a Governmen al Unit (the "Customer") in connection with the transaction describ d in the attached certificate (the "Certificate and Waiver by Cust m- er") . All capitalized terms used herein have the meaning given them in the Certificate and Waiver by Customer. ' Based upon a reasonable investigation of the facts, including ex i- nation of the District Heating Agreements, the Certificate and W iver by Customer, the applicable statutes empowering the Customer and such other documents as we have deemed necessary as a basis for. the o 'nion hereinafter expressed, we are of the opinion that: � I 1. The Customer is a governmental unit legally organized and i validly existing under the laws of the State of Minnesota, with adequate power to enter into and perform the District ; Heating Agreements, and has authoritg to execute all other � instruments and documents required under the District i Heating Agreements to be executed by the Customer. ; 2. The Customer is a political subdivision of the State of i , Minnesota, and as such exempt as that term is defined in I Sec. 115 of the Internal Revenue Code of 1954, as amended. 3 . The District Heating Agreements and Certificate and Waiver � by customer have been duly and validly authorized, executed and delivered by the Customer, and assuming due authori- � . , � i i ��:��:�,�`,t:��'Si>j . � � 2' 95E8 zation, execution and delivery thereof by the other partie thereto, the District Heating Agreements constitute valid, legal and binding agreements of the Customer enforceable i accordance with their terms, except as the same may be � limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. 4. To the best of our knowledge, no approval or prior review is required from any public regulatory body with respect t the Customer entering into or performing the District Heat ing Agreements, except for such review and approval as has already occurred as of the date of this opinion. i 5. To the best of our knowledge, the consummation of the I transaction contemplated by the District Heating Agreements and the fulfillment of the terms thereof will not conflict with any present order, rule. or regulation applicable to the Customer of any_ court or any federal or state regula- � tory body or administrative agency or other governmental agency having jurisdiction over the Customer. � � 6 . The entering into and performance of the District Heating I Agreements, (subject to any written waivers or consents secured by the Customer in connection therewith and filed '� with and approved by DHDC) have not and will not result in any breach of, or constitute a default under the statutory authority of the Customer, or any outstanding indenture, mortgage, deed of trust, bank loan or credit agreement or other instruments to which the Customer is a party or by ! which it is bound or result in the creation of a lien or encumbrance upon its property other than by such documents. 7. There is no litigation pending or, to the best of our � knowledge, threatened in any way questioning the execution � or validity of any of the instruments and documents execute by the Customer in connection with the transaction described in the Certificate and Waiver by Customer, or to the best of our knowledge, questioning the validity of the issuance of the System Bonds; and there are no other legal or govern- mental proceedings (other than ordinary routine litigation incident to the kind of business conducted by the Customer) pending or to the best of our knowledge, threatened or contemplated by governmental authorities or others, by �` which the Customer is or may be bound or to which any � 2. �� . I i property of the Customer is or may be subject, which, if determined adversely to the Customer would individually or in the aggregate have a material, adverse effect on the Customer' s ability to perform its obligations under . the District Heating Agreements. 8 . To the best of our knowledge, the representations made by the Customer in the District Heating Agreements and in the . Certificate and Waiver by Customer are true and correct in all respects. Ver ruly yo s, � � � � � / ; ' � J R J. s istant �ty Attorney I JJS:cg � I