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279600 �NH17E - CI Tv CLERK � �� w^ PINK - FINANCE � GANARV - dEPARTMENT G I TY OF SA I NT PALT L COUIICII � BLU�,E - MAVOR File NO. C uncil Resolution Presented By �"'�'�� Referred To Committee: Date Out of Committee By Date RESOLUTION CONCERNING A HOT WATER DISTRICT HEATING SYSTEM: AUTHORIZING CERTAIN LOANS TO BE MADE �Y THE CITY IN CONNECTION THERE- WITH: AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN AGREEMENTS IN CONNECTION THEREWITH WHEREAS: A. The Housing and Redevelopment Authority of the City of Saint Paul , Minnesota (the "HRA") will issue its $30,500,000 Floating Rate Monthly Demand District Heating Revenue Bonds, Series A (the "Series A Bonds") to finance, in part, the construction of a hot water district heating system (the "System") by District Heating Development Company, a Minnesota non-profit corporation (the "Corporation") ; B. The City has, by Ordinance No. 16947, adopted July 20, 1982, as amended by Ordinance No. 16962, adopted October 5, 1982 (the "Franchise Ordinance") , granted to the Corporation a non-exclusive franchise to construct, own and operate the System; and the Franchise Ordinance requires the Corporation to pay to the City certain fees (the "Franchise Fees") as further provided in the Franchise Ordinance; COU[VCILMEN Yeas Nays Requested by Department of: Fletcher �ev�ne [n Favor Masanz Nicosia schetbei _ __ Against BY -- Tedesco Wilson Form Approved by City Attorney Adopted by Council: Date Certifi ssed 'rly C cil cre�ary BY By EApproved by ;Navor: Date _ Approved by Mayor for Submission to Counc' Bv - - — BY � . � � �~� ��LI C. The United States Department of Housing and Ur an Development ( "HUD" ) has awarded to the City an Urban Develo • ment Action Grant No. B-81-AA-27-0028 (the "UDAG"} for the purpose of assisting in the development of the Systems and has further authorized the City to use certain �ommunity Development Block Grant funds pr�viously awarded to the City � for the purpose of further assisting the development o� .the System for a period oi not more than three years; f D. The Corporation has proposed that the Czty should, finance, in part, the development of the System by = making certain loans to the Corporation, as follows: (i) A loan of $9, 800, 000 to be comprised of $7, 500, 000 of proceeds of the ' UDAG referred to above, togetY►er with $2, 300, 000 of tax increments derived frorn the Seventh Place Redevelopment Project (the "City Loan" ) ; and the City Loan is to be repaid over a period of thirty (30) years with interest thereon at five percent (5$) per annum; (ii) A loan of $5, 500, 000 to be made by the City from funds provided to the City � pursuant to the Community Development Block Grant Program, which loan is to 'r�e repaid in full, without interest, at the expiration of . __ _ three years (the "CDBG Loan" ) ; and (iii) A loan of $5, 500,000 to be made by the City �rom tax increments, derived from the Seventh Place Redevelopment Project (the "Tax Increment Loan" ) whic'� loan is to be used to refund the CDBG Loan; and the Tax Increment Loan is to be repaid in ten equal consecutive annual installments, without interestr from the date the Tax Increment Loan is made, subject to the terms of the City Loan Agreement and Payment and Priority Agreement hereinafter described; E. The following agreements have b�en submitted o the City Council for approval: 2 � ' • ' �~�J �;!�? (i) A City Loan Agreement, dated as of � December 1, 1982 (the "City Loan Agreement") by and between the City and the Corporation, providing, among other things, for the City • Loan, CDBG Loan and Tax Increinent Loan, and . with forms of the promissory notes for each of such loans attac?�ed 'Y�ereto as exhibits; � (ii) A City Mortgage, Fixture Financing Statement and Security Agreement, dated as of ` . December 1, 1982 (the "City Mortgage") made � by the Corporation in favar of the City to - secure the obligation of the Corporation t.o repay the City Loan, Tax Increment Loan and CDBG Loan, and certain other obligations of the Corporation to the City; (iii) A Payment and Priority Agreement, dated as of December 1, 1982 (the "Payment and Priority Agreement" ) by and among the City, the Corporation, the HRA and The r^irst National Bank of Saint Paul (the "Bank" ) providing, among other things, for deferral of cer�ain payments (including, but not limited to Francnise r^ees) required to be made by the �orporation to the City and the Bank, and the repayment oi those deferred amounts and certain other obligations to the City and the Bank; (iv) A Disbursing Agreement, dated as of December 1, 1982 (the "Disbursing Agreement") by and among the Corporation, the HRA, the City and First Trust Company of Saint Paul, as Trustee (the "Trustee" ) under the Indenture of Trust and Pledge pursuant to whicn the Series A bonds are issue�. F. Pursuant to i�iinnesota Laws 1981, Chapter 334 ( he "District Iieating Act" } , and City Ordinance No. 16811 (the "Ordinance") , the City is authorized to assist in the devel ment of the System; G. The City is authorized by Minn. Stat. Chapter 462 to use tax increments derived from the Seventh Place Red�ve op- ment �roject to finance the construction of improvements wi hin the geographic boundaries of the Seventh Place Redevelopmen Project, or, if such improvements are located outside the 3 .� .� , - ��ss�o boundaries of such project, improvements which benefit prope ties and facilities located within the Seventh Place � Redevelopment Project; • ?10W THEREFORE, BE IT RESOLVED by the City Council f the City of Saint Paul, Minnesota, as follows: 1. It is hereby found, determined and declared th t: a. The System is a hot �ater district heatin system of the kin3 described in the District Heati g =' Act, and the participation of the City in the deve op- ment and financing of the System is authorized by he Act and the Ordinance; b. The r^ranenise Ordinance is a proper exere se of the City' s power under its Charter and the Iaws and Constitution of the State of Minnesota to gran a franc:7ise with respect to a hot water distri.ct heating system; c. '�he developr�ent of the System confarms to and will implement, the policies expressed in tdinn Stat §116H. 31; d. The use of tax increments to finance, in • part, the construction and development of the Syst m, on the terms an3 conditions set forth in the City Loan Agreement an3 Disbursing Agreement, conforms o, � and is authorized by, P4inn. Stat. Chapter 462 and he financing plan for the Seventh Place Re3evelopment Project; e. The execution and delivery of the City L n Agreement, Payment and Priority Agreement and Dis r- sing Agreement by the City and the performance of 11 covenants and agreements of the City contained th e- in and of a11 other acts and things required unde the Constitution and Laws of the State of Minneso to make the City Loan Agreement, Payment and Prio ity Agreement and Disbursing Agreement valid and bind' g obligations of the City in accordance with their terms, are authorized by the District Heating Act, Minn. Stat. Chapter 452, tl�e Charter of tne City f Saint Paul, and the Francnise Ordinance and Ordinance; 4 �� - � � � ��l�s � f. The development of the System for the purposes and in t'!1e manner contemplated by the Cit Loan Agreement, Payment and Priority Agreement and Disbursing Agreement conforins or will conform to a 1 • ' pertinent statutes, regulations and ordinances of e . State of Minnesota, th�County of Ramsey, and the �ity: g. It is desirable that the City make the Ci y ; Loan, the CDBG Loan, arrd the Tax Increment Loan on � the terms set forth in tl�e City Loan Agreement and that the City pArmit the Corporation to defer the ' payment of certain Franchise Fees as provided in t e Franchise Ordinance, the City Loan Agreement and t e Payment and Priority Agreement, and that the Corpo a- tion should secure its obligations to the City by granting the City Mortgage in favor of the City. 2. The forms of the City Loan Agreement (includin the forms of the City Loan Note, CDBG Loan �Tote and Tax Increment Loan Note contained therein) and the forms of the Payment and Priority Agreement, Disbursing Agreement and Cit Mortgage, and exhibits thereto, in the forms submitted to th City Council at this meeting, are 'hereby approved. Such of said instruments as require the execution of the City are he e- by authorized an3 directed to be e�:ecuted or accepter3, as th case may be, and delivered in t'ne name and on behal£ of the City by its Mayor, City Clerk, Director, Department a£ Plann ng and Economic Development and Director, Department of Finance � —and Management Services, upon execution thereof by the Corpa a- tion, the HRA, the Trustee and the Bank, as appropriate, and upon approval of the forms thereof by �the Office of the City Attorney. 3. The �orm and terms of tne City Loan Agreement (including the forms of promissory notes contained therein) , Payment and Priority Agreement, Disbursing Agreement and Cit Mortgage may be varied prior to execution and delivery by t_ parties thereto, provided that any such variance s�iall not , in the opinion of Briggs and t•Torgan, Professional Associati (bond counsel to the HRA) and the City Attorney, materially adverse to the interests of the City. The execution and delivery of such instrumen�s as provided in Section 3 hereo shall be conclusive evidence of the determination that any uch variance was not materially adverse to the interests of the City. 5 �� � : � �'79 �� 4. All actions of the officers, employees and staf of the City heretofore taken in .furtherance of the developmen � of the System including actions taken in connection with the UDAG, Community Development Block Grants, tax increment finan cing and the Series A Bonds, are hereby approved, ratified an � confirmed. � - = 5. The tdayor;, City C1erk, Director, Department of ; Finance and Management Services and Director, Department of � Planing and Economic Development, and other officers of the City are authorized and directed to prepare and furnish � certified copies of all proceedings an3 records of the City relating to the development of the System, the loans to be ma e pursuant to the City Loan Agreement, the Franchise Ordinance, the Ordinance, an3 related matters, and such other affidavits . and certificates as may be required to show the facts relati to the Iegality, tax exemption and marketability of the Series A Bonds, or as may be required to show execution and delivery of agreements, or as may be required to obtain fina approval of HUD to the disbursement of the UDAG or Community Development Block Funds, and disbursement thereof, as such facts appear from the books and records in said officers' custody and control or as otherwise known to them, and aIl s ch certified copies, certificates an3 affidavits, including any heretofore furnished, shall constitute representations of th City as to the truth of all statements made by the City and contained therein. - - ____ _ 6. In the event any of the officers of the City authorized to execute in5truments, affidavits or certificate on behalf of the City under this Resolution shall for any reason be unable to do so, any member of the City �ouncil, o any other officer of the City, is hereby directed and author ized to do so on behalf of the City, with the sa.•ne effect as if executed by the officer authorized to do so in this �esoluti n. 7. The Director and Deputy Director-Development o the Department of Planning and Economic Development are here y designated to execute certificates of the City under the �it Loan Agreement, Payment and Priority Agreement, Disbursing Agreement or City Mortgage, and such officers are hereby authorized an3 directed to take such action and execute such instruments as may be required thereunder. 8. The City and the Corporation have previously entered into various security instruments and agreements including a Design Co�npletion and Loan Agreement, a Pledge Agreement, Uniform Cominercial Code financing statements and Mortgage Note and related mortgage deed all dated on or abo 6 WHITE - G7V CLERK �� / ��O PINK - FINANCE� GITY OF SAINT PALTL Council � CANARY - �JEPARTMENT BLU�E � - MAVOR File NO. , �. Council Resolution Presented By ! Referred To Committee: Date Out of Committee By Date April 1 , 1982 evidencing or securing certain obligations of the Corporation to the City on account of loans made to the City in connection with development of the System. The Mayor and other officers of the City are hereby authorized and directed to execute and deliver such instruments or documents as may be required to release and discharge the liens of the aforesaid loan agreement, or to subordinate the security interests granted thereunder to the liens of the Mortgage and City Mortgage. 9. This Resolution shall take effect immediately. 7 COUNCILMEN Requested by Department of: Yeas Nays F�et�ne� = P1 anni ng and E omi c Devel pment �� In Favor Masanz Nicosia Q scneibel _ __ Against BY Tedesco Wilson Adopted by Council: Date �� � � �4 Form Approved by City Attorney Certifie assed by ou �1 S retary By ;�!���v/�/� l � � ' �� By � . DEC 2 � 1�� �P� o Mayor for $ ' sion to Council f�ppr y ;Navor: Date , �{A/ -, � p G�- i:�'�' , B _ I�/�'+� Y — � - PUBUSNED D E C 31 1982