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00-64Council File # 00 — C.� Presented by Refeaed To Committee Date WEIEREAS: 1. The Port Authority of the City of Saint Paul (the "Authorit}�' ) has given its approval to the issuance of up to $2,OOQ000 of its Revenue Bonds (Public Housing Agency Project) Series 2000-5 (the "Bonds"), to finance the costs to be incurred by the Public Housing Agency (the "Borrower") in connection with the acquisition of land located in the block bounded by 10`�, 11i Wabasha and St. Peter Streets (the "ProjecY') in the City of Saint Paul, Minnesota (the "City"); 2. Minnesota Statutes, Chapter 469.084(11), provides that any issue of revenue bonds authorized by the Authority shall be issued only with the consent of the City Council of the City of Saint Paul, by resolution adopted in accordance with law; and 3. To meet the requirements of state law, the Port Authority has requested that the City Council gives its requisite approval to the issuance of the proposed Bonds by the Port Authority, subject to final approval of the details of said Bonds by the Port Authority. 4. Neither the Bonds, nor the interest thereon, shall constitute an indebtedness of the Port Authority or the City within the meaiiing of any constitutional or statutory debt limitation; nor shall they consfitute or give rise to a pecuniary liabIlity of the City, the Por[ Authority or a charge ao inst their general taxing powers and neither the full faith and credit nor the general taacing powers of the City or the Port Authority is pledged to the payment of the bonds or interest thereon. NOW, Tf�RF.FORE, BE IT RESOLVED by the Council of the City of Saint Paul that, in accordance with the requirements of Minnesota Statutes 469.084(11), the City Council hereby approves the issuance of the aforesaid Bonds by the Port Authority for the purposes described in the Port Authority resolution adopted January 25, 2000, the exact details of which, including but not limited to, provisions relating to maturities, interest rates, discount, redemption, and the issuance of additional bonds are to be determined by the Port Authority, and the City Council hereby authorizes the issuance of any additional bonds (including refunding bonds) by the Port Authority found by the Port Authority to be necessary for carrying out the purposes for which the aforedescribed Bonds are issued. Adopted: January _, 2000 �!�l�1'� � • � :-�.�. �__ ��_� : . � . �� __ . - • � �__ �__� .�� __ ��__ _�� Green Sheet # 101327 RESOLUTION CITY OF SAI��PAUL, MINNESOTA p n . // 0 Adopted by Council: Date � O� Adoption Certified by Council S retary BY� � c__ � .. � i Approved by Mayor: Date � Requested by Department of: r / f�1�t�'l I�c� L=loHVHrt c �t^`G�aJI.n� By: Gl'k� Form Approv by City Attorney By: .i Gt�-- � � �`-� !— 7�- a� Approved b ayor for Submission to Council By: ao-`y oo-`� St Paul Port Authority Laurie J. Hansen 1/13/2000 GREEN SHEET No��`'�u27 January 26, 2000 TOTAL # OF SIGNATURE PAGES ... .�.,�:� f•: �'—:il•'.::L_yi•'3 CIfYC01�IC1 I( ' � r tJ 1 ❑ ^�.. cm„ron�v i =`� arr«au i �a_� ❑ �,�� ❑ �,�.a � .�,��.�.�,'- ❑ (CLIP ALL LOCATIONS F IGNATUR� Approval of the issuance of conduit bc�nds in �n amouat n_ot to exceed $2,000,000 to finance the acquisition of property located in the clack bo�az�c�ed by lOth, llth, V�abasha and St. Peter Street�. The bonds �+7i11 be floating rate bonds callable at an�� time. PLANNING COMMISSION CIB COMMITfEE CIVIL SERVICE COMMISSION Port Authorit� Has this Pe��m eeer vrorked under a cariVact tor tliis departmerit? YES NO Has this persoMfiim ever baen a city empbyeeT YES NO Do� this personlfirm poasees a sltill not namallypossesseC by a�ry curreM dty employee9 YES NO Is Mis peisorUfirm a tarpeted vendoR YES NO INITIATING PROBLEM ISSUE, OPPORTUNIlY (Who, Whffi, When, Where, Why) The PHA currently has options to purchase the above xefer.enced sites. These aptions e:pire in Jan.uar�� and Februar;r of 2000. Proceeds of this bond issue will be used bg ' the PHA to acquire this property. PHA has asked the Port Authority to access the ta�-exer.zpt market for this short-term borrowing. Provide funds necessary to acquir.e above referenced propert9 to be used fo* future development of low-to-moderate incor�e housing and possibly PHA offices. IFAPPROVED None Lost opportunity to obtain site .°or future developrment. OFTRANSACTWNf 2+000�000 souace Condizit Bond Issue MFORMATION (IXPWNj COS7/REVENUE BUOfiETm (CIRCLE ONE) YES NO acrmn NuMSEn ��5�"��h ��t��P,f oo-�y 31TY OP THE CIN OF SAINT PAJL �� ,-,�.��ARK TOWERS • 345 ST. PETER STREEf • ST. PAUL, MN 55102-1661 January 13, 2000 Mr. Brian Sweeney Planning & Economic Development Department 1300 City Hall Annex 25 West 4 Street Saint Paul, Minnesota 55102 RE: $2,000,000 Tax-Exempt Conduit Bor�d Issue Dear Srian: FAX (651) 223-5198 TOLL FREE (800) 328-8477 • PHONE (657) 224-5686 We submit for your review and sign-off, details pertaining to the lssuance of a tax-exempt conduit bond issue in the approximate amount of $2,000,000 to finance the acquisition of a parcel of land bounded by 10�', 11"', Wabasha and St. Peter Streets in downtown Saint Paul. The bond proceeds wiil be loaned to the Public Housing Agency who will exercise their options to purchase this property. The property will be heid for future development. In addition to the staff memorandum, we are attaching a draft copy of the proposed City Council Resolution and a copy of the Resolution authorizing the issuance of the conduit bond issue in an amount not to exceed $2,000,000 that will be considered by the Port Authority's Board on January 25, 2000. City Council action will be required on January 26, 2000 to meet the closing timeline. Sincerely, / � �,—�,__ Kenneth R. Johnson President KRJ:ah Attachment cc: Mayor Coleman G:\DATAW MH\KEN LTRS\Sweeney.doc The Bonds: The bonds will be issued in the principal amount not to exceed $2,000,000 and wit{ bear interest at a variable rate estabfished weekly by the Remarketing Agent 00'Gy Conduit Financina: The bonds wiil be conduit financing of the Authority and will not constitute or give rise to a liability of the Authority, the City of Saint Paul, or the State of Minnesota or a charge against their general credit or taxing powers. No bondholder wiil have the right to demand payment on the bonds out of any funds to be raised from taxation or from any revenue sources other than those expressiy pledged to payment of bonds pursuant to the indenture. This inciudes the amounts drawn on the Letter of Credii and amounts payable by the borrower under the loan agreement Loan Agreement: Under the indenture the Autharifij will ptedge its interest in the toan agreement to the trustee to secure the bonds. The trustee is authorized to exercise the rights of the Authority and to enforce the obligations of the borrower under the loan agreement. Letter of Credit: The bonds are offered primarily on the basis of the financial strength of the Letter of Credit bank and not on the basis of the financiai strength of the Borrower. The initial Letter of Credit will mature January 27, 2001, and wiil automatically renew on an annual basis unless the Bank gives the Trustee notice of a decision not to renew 90 days in advance. If the Letter of Credit is not renewed or replaced, the bonds wiiV be subject to mandatory redemption and the trustee is instructed to draw on the Letter of Credit before it expires to pay principal and interest then due. Disclosure: The Port Authority Commissioners by SEC rules are obligated to disclose any risks of facts you may be aware of that wouid affect the probability of repayment on these bonds. Recommendation: Recommend approval of authorizing issuance of up to $2,000,000 conduit bond issue on behalf of PHA. G:�DATA\AMH160ARD1PHA 2MIL.DOC SAINT PAUL PORT AUTHORITY MEMORANDUM TO: FROM: BOARD OF COMMISSIONERS (Regular Meeting January 25, 2000) Laurie J. Hansen �i / � 3 / Kenneth R_ Johnso %G�°� DATE: oo-`�l Jan. 13, 2000 SUBJECT: Final Authorization for an Approximate $2,000,000 Tau-Exempt Conduit Bondlssue Resolution No. Action Requested Approval of finai resolution authorizing an approximate $2,000,000 conduit bond for Pubiic Housing Agency of the City of Saint Paul. Attached is a report outlining the terms of the tax exempt bond issue. LJH:ah G:�DATAWt�AH1BOARD�PHA 2MIL.doc PUBLIC HOUSINC'i AGENCY (PHA) OF THE CITY OF SAINT PAUL oo-G� Action Requested: Approval of final reso{ution authorizing the issuance of an approximate $2,000,000 conduit bond issue for Pubiic Housing Agency (PHA) of the City of Saint Paui. Project Summary: Tvoe: Term: Issuer Borrower Trustee Letter of Credit Bank: Placement Aae»t Series 2000-5, $2,000,000 tax exempt Variable rate demand revenue bonds $2,000,000 — 20 years Saint Paul Port Authority Pubiic Housing Agency of the City of Saint Paul Norvvest Bank Minnesota, Nationai Association Firstar Sank of Mifwaukee, NA US Sancorp Piper .laffray Remarketing Agent: Piper Jaffray, Inc. Borrowers Counsel: Michael F. Driscoli City Attomey's Office Placement Agents Counsel Bond Counsel: The Borrower: Oppenheimer, Wolff, & Donneliy Leonard, Street and Deinard The Borrower is a separate and independent agency chartered as a political subdivision of the State of Minnesota. The Project: PHA currently has options to acquire two separate pieces of property in the block bounded by 10�', 'i 1"`, Wabasha & St. Peter Streets in downtown Saini Paul. These options expire in January and February, 2000. Bond Proceeds The PFiA would like to acGuire these sites under these options prior to finalizing development plans. Eventually, the sites wouid be developed as low to moderate income housing and possibly office space for the PHA. Bond proceeds would be used to acquire the sites, reimburse the PHA for amounts previously paid toward the purchase price and pay costs of issuance. G:�DATA�AMH160ARDIPHA 2MIL.DOC oo-�y � . - Resolurion No. 3819 RESOLUTION OF T`HE PORT AUTHORITY OF THE CITY OF SAINT PAUL WHEREAS: 1. It has been proposed that the Port Authority of the City of Saint Paul (the "Port Authorit}�') issue its Variable Rate Demand Revenue Bonds (Public Housing Agency Project) Series 2000-5 (the "Bonds") in an aggregate principal amount not to exceed $2,000,000 and that the proceeds of such Bonds be loaned to the Public Housing Agency of the City of Saint Paul, a public body corporate and politic organized and existing under the laws of the State of Minnesota (the `Borrower") to finance the acquisirion by the Borrower of land located in the block bounded �� 10`", 11` Wabasha and St. Peter Streets (the "ProjecY') in the City of Saint Paul, Minnesota (the "City") to be used by the Bonower for the construction of housing and/or office facilities. 2. The Authority desires to facilitate the selective development of the City of Saint Paul and the metro community, to retain and improve its tas base and to help it provide the range of s°�vices and employment opporiuniries required by its popularion, and the Project will assist in achieving that objective by increasing the assessed valuation of the metro community; helping to r a positive relationship between assessed valuation and debt; and enhancing the image �d reputation of the metro community. 3. The Authority has been advised by the Borrower that long term convenrional, commercial financing to pay the capital cost of the Project is available oniy on a limited basis and at such high costs of bonowing that the economic feasibility of operating the Project would be s9gnificantly reduced. 4. The Authority's Credit Ccmmittee has previously adopted its Resolurion No. gaving preliminary approval to the proposed issuance of revenue bonds. 5. The Bonds will be issued and secured by the terms of an Indenture of Trust (the "Indenture") beriveen the Port Authority and Norwest Bank Minnesota, National Association in Minneapolis (the "Trustee") and will be payable primarily from draws made on a letter of credit issued by Firstaz Bank, N.A. (the `Bank") pursuant to a Reimbursement Agreement to be dated as of January 1, 2000 (the "Letter of Credit AgreemenY') between the Bonower and the Bank. 6. The Borrower and the Port Authority will also enter into a Loan Agreement (the "Loan AgreemenY') in which the Bonower will agree to maintain the Letter of Credit and make ail paymen�s due either to the Bank or on account of the Bonds. 7. The Bonds and the interest on the Bonds shall be payable solely from moneys pledged therefor and the Bonds shall not constitute a debt of the Port Authority within the meaning of any consritutional or statutory limitarion of indebtedness, nor shall the Bonds consritute nor give rise to a pecuniary liability of the Port Authority or the City or a chazge against 1896671vt Q4NHB01!.DOC) c�o-c`f their general credit or taxing powers and shall not constitute a charge, lien or encumbrance, legai or equitable, upon any property of the Port Authority or the City other than their interest in said Project. 8. It is intended that interest on the Bonds be excluded from gross income of the holders thereof for federal income t� purposes. NOW, THEREFORE, BE IT RE50LVED BY THE BOARD OF COMMISSIONERS OF THE PORT AUTHORITY OF THE CITX OF SAINT PAUL, AS FOLLOWS: A. On the basis of information available to the Port Authority it appears, and the Port Authority hereby finds, that: the Project consritutes properties, used or useful in connection with one or more revenue producing enterprises engaged in any business within the meaning of Minnesota Statutes, Secfions 469.152 to 469165 (the "AcY'); the Project fmthers the purposes stated in the Act; and it is in the best interests of the port district and the people of the City of Saint Paul and in furtherance of the general plan of development to assist the Borrower in financing the Project. B. The Port Authority hereby authorizes the issuance, sale and delivery of the Bonds in an aggregate principal amount not to exceed $2,000,000. The Bonds shall be in such principal amounts as shall be determined by the President and Chief Financial Officer of the Port Authority and Bond Counsel. The Bonds shall bear interest at such rates, shall be numbered, shall be dated, shall mature, shall be subject to redemprion prior to maturity, and shall be in such form and have such other details and provisions as may be prescribed in the Indenture, substanrially in the form now on file in the offices of the Port Authority. C. Neither the Bonds, nor the interest thereon, shall constitute an indebtedness of the Port Authority or the City within the meaning of any consriturional or statutory debt limitation; nor shall they constitute or give rise to a pecuniary liability of the City, the Port Authority or a charge against their general taxing powers and neither the full faith and credit nor the general taacing powers of the City or the Port Authority is pledged to the payment of the Bonds or interest thereon. D. Forms of the following documents have been submitted to the Port Authority for review and�or approval in connection with the sale, issuance and delivery of the Bonds: 1. the Bond Purchase Agreement to be entered into beriveen the Port Authority, the Borrower, U.S. Bancotp Piper Jaffray Inc. (the "Underwriter") (the `Bond Purchase AgreemenY'); 2. the Indenture; 3. the Loan Agreement; 4. the Bonds; ia9c�nv� iiaxHaou.�oc> � o -G `{ 5. the Preliminary Official Statement to be used in mazketing the Bonds (the "Official StatemenY'); 6. the Remazketing Agreement dated as of 7anuary 1, 2000 to be entered into by and between U.S. Bancorp Piper Jaffray Ina (the "Remarkering AgenY') and the �onower (the "Remazketing AgreemenY'); and 7. the Rennbursement Agreement and form of the Letter of Credit (collectively, the "Documents"). E. It is hereby found, determined and declared that: 1. The issuance and sale of the Bonds, the execution and delivery by the Port Authority of the Documents, as applicable, and the performance of all covenants and agreements of the Port Authority contained in the Documents, as applicable, and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Documents and the Bonds valid and binding obligarions of the Port Authority in accordance with their terms, are authorized by Minnesota Statutes, Sections 469.152 through 469.165, as amended (the "AcY'); 2. It is desirable that the Bonds be issued by the Port Authority upon the general terms set forth in the Documents, as applicable; 3. Under the provisions of and as provided in the Documents, the Bonds are not to be payable from or a charge upon any funds other than the moneys pledged to the payment thereof; no holder of the Bonds shall ever have the right to compel any exercise by the City or the Port Authority of its tax:ng powers to pay the Bonds or the interest or premium thereon, or to enforce payment thereof against any property of the City or the Port Authority except the interests of the Port Authority and the City which have been pledged to the Trustee under the Indenture; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City or the Port Authority except the interests of the Port Authority and the City which have been pledged to the Trustee under the Indenture; the Bonds shall each recite that they are issued without moral obligation on the pazt of the State or its political subdivisions, and that the Bonds, including interest thereon, are payable solely from the moneys pledged to the payment thereof; and the Bonds shall not constitute a debt of the City or the Port Authority within the meaning of any consritutional or statutory limitation. F. The forms of the Documents and e�ibits thereto are approved substantially in the forms submitted and on file in the offices of Port Authority, with such subsequent changes as may be approved by Port Authority staff and Bond Counsel as contemplated by paragraph H. The Chair and Secretary of the Port Authority, or such other officer as may be appropriate in the absence of either the Chair or Secretary, are hereby authorized and directed to execute the I89667Iv1 (14NHB01!.DOC) oo-��I Documents (to the extent the Port Authority is a party thereto) in substantially the forms submitted, as modified pursuant to paragraph H, and any other documents and certificates which in the opinion of Port Authority staff and Bond Counsel are necessary to the transaction herein described The execution of any instrument by the appropriate officer or officers of the Port Authority herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. The execution of any documents necessary for the transaction herein described by individuals who were at the fime of execution thereof the authorized officers of the Port Authority shall bind the Port Authority, notwithstanding that such individuals or any of them has ceased to hold such office or offices prior to the authenticarion and delivery of the Bonds. Copies of all of the documents necessary to the transaction described shall be delivered, filed and recorded as provided herein and in the Indenture. G. The President and other officers of the Port Authority aze authorized and directed to prepare and fumish to the Underwriter and Bond Counsel certified copies of proceedings and records of the Port Authority relating to the issuance of the Bonds and other transactions herein contemplated, and such other affidavits and certificates as may be required to show the facts relating to the legality of the Bonds and the other transactions herein contemplated as such facts appeaz from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the Port Authority as to the truth of all statements contained Yherein. H. The approval hereby given to the various Documents referred to above includes approval of such additional details therein as may be necessary and appropriate, and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the Port Authority's President and Chief Financial Officer; and includes approval of, among other things: 1. establishment of the final principal amount of the Bonds and the interest rate to be borne thereby for the initial period; provided that the maximum aggregate principal amount of the Bonds shall not exceed $2,000,000, and nrovided further that the maacimum interest rate on the Bonds shali not exceed 12.00% per annum; 2. the estz'�lishment of the maturity schedule and call provisions to be applicable to the Bonds; and 3. such related instruments as may be required to sarisfy the condirions of any purchaser of the Bonds. I. The Port Authority hereby conse= ts to the distribufion of the Official Statement, as such Official Statement is finalized with the participation of Port Authority staff and Bond Counsel. The proposal of the Underwriter to place the Bonds upon the terms and cc_:dirions set forth in the Bond Purchase Agreement is hereby found and detemuned to be reasonable and is hereby accepYed. 1896671v1 (I4NHBOl!.DOC) �a- �y J. The authority to approve, execute and deliver future amendments to financing documents entered into by the Port Authority in connection with the issuance of the Bonds and the other transactions herein contemplated, is hereby delegated to the President of the Port Autiaority, provided that: (a) such amendments do not require the consent of the holders of the Bonds; or, if required, such consent has been obtained (b) such amendments do not materially adversely affect the interests of the Port Authority as the issuer of the Bonds; (c) such amendments do not contravene or violate any policy of the Port Authority; and (d) such amendments are acceptable in form and substance to Bond Counsel. The execution of any instrument by the President of the Port Authority shall be conclusive evidence of the approval of such instnunents in accordance with the terms hereof. K. No covenant, stipulation, obligation or agreement contained herein or in the Documents shall be deemed to be a covenant, stipularion, obligation or agreement of any member of the Board of Commissioners of the Port Authority, or any officer, agent or employee of the Port Authority in that persons individual capacity, and neither the Board of Commissioners nor any officer executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Adopted: 7anuary 25, 2000 PORT ALITHORITY OF THE CITY OF SAINT PAUL BY �iU � CL�� i�'''� Its Chair ATTEST: �y Its Secret 1896671v1 (14NHB01!.DOC) Council File # 00 — C.� Presented by Refeaed To Committee Date WEIEREAS: 1. The Port Authority of the City of Saint Paul (the "Authorit}�' ) has given its approval to the issuance of up to $2,OOQ000 of its Revenue Bonds (Public Housing Agency Project) Series 2000-5 (the "Bonds"), to finance the costs to be incurred by the Public Housing Agency (the "Borrower") in connection with the acquisition of land located in the block bounded by 10`�, 11i Wabasha and St. Peter Streets (the "ProjecY') in the City of Saint Paul, Minnesota (the "City"); 2. Minnesota Statutes, Chapter 469.084(11), provides that any issue of revenue bonds authorized by the Authority shall be issued only with the consent of the City Council of the City of Saint Paul, by resolution adopted in accordance with law; and 3. To meet the requirements of state law, the Port Authority has requested that the City Council gives its requisite approval to the issuance of the proposed Bonds by the Port Authority, subject to final approval of the details of said Bonds by the Port Authority. 4. Neither the Bonds, nor the interest thereon, shall constitute an indebtedness of the Port Authority or the City within the meaiiing of any constitutional or statutory debt limitation; nor shall they consfitute or give rise to a pecuniary liabIlity of the City, the Por[ Authority or a charge ao inst their general taxing powers and neither the full faith and credit nor the general taacing powers of the City or the Port Authority is pledged to the payment of the bonds or interest thereon. NOW, Tf�RF.FORE, BE IT RESOLVED by the Council of the City of Saint Paul that, in accordance with the requirements of Minnesota Statutes 469.084(11), the City Council hereby approves the issuance of the aforesaid Bonds by the Port Authority for the purposes described in the Port Authority resolution adopted January 25, 2000, the exact details of which, including but not limited to, provisions relating to maturities, interest rates, discount, redemption, and the issuance of additional bonds are to be determined by the Port Authority, and the City Council hereby authorizes the issuance of any additional bonds (including refunding bonds) by the Port Authority found by the Port Authority to be necessary for carrying out the purposes for which the aforedescribed Bonds are issued. Adopted: January _, 2000 �!�l�1'� � • � :-�.�. �__ ��_� : . � . �� __ . - • � �__ �__� .�� __ ��__ _�� Green Sheet # 101327 RESOLUTION CITY OF SAI��PAUL, MINNESOTA p n . // 0 Adopted by Council: Date � O� Adoption Certified by Council S retary BY� � c__ � .. � i Approved by Mayor: Date � Requested by Department of: r / f�1�t�'l I�c� L=loHVHrt c �t^`G�aJI.n� By: Gl'k� Form Approv by City Attorney By: .i Gt�-- � � �`-� !— 7�- a� Approved b ayor for Submission to Council By: ao-`y oo-`� St Paul Port Authority Laurie J. Hansen 1/13/2000 GREEN SHEET No��`'�u27 January 26, 2000 TOTAL # OF SIGNATURE PAGES ... .�.,�:� f•: �'—:il•'.::L_yi•'3 CIfYC01�IC1 I( ' � r tJ 1 ❑ ^�.. cm„ron�v i =`� arr«au i �a_� ❑ �,�� ❑ �,�.a � .�,��.�.�,'- ❑ (CLIP ALL LOCATIONS F IGNATUR� Approval of the issuance of conduit bc�nds in �n amouat n_ot to exceed $2,000,000 to finance the acquisition of property located in the clack bo�az�c�ed by lOth, llth, V�abasha and St. Peter Street�. The bonds �+7i11 be floating rate bonds callable at an�� time. PLANNING COMMISSION CIB COMMITfEE CIVIL SERVICE COMMISSION Port Authorit� Has this Pe��m eeer vrorked under a cariVact tor tliis departmerit? YES NO Has this persoMfiim ever baen a city empbyeeT YES NO Do� this personlfirm poasees a sltill not namallypossesseC by a�ry curreM dty employee9 YES NO Is Mis peisorUfirm a tarpeted vendoR YES NO INITIATING PROBLEM ISSUE, OPPORTUNIlY (Who, Whffi, When, Where, Why) The PHA currently has options to purchase the above xefer.enced sites. These aptions e:pire in Jan.uar�� and Februar;r of 2000. Proceeds of this bond issue will be used bg ' the PHA to acquire this property. PHA has asked the Port Authority to access the ta�-exer.zpt market for this short-term borrowing. Provide funds necessary to acquir.e above referenced propert9 to be used fo* future development of low-to-moderate incor�e housing and possibly PHA offices. IFAPPROVED None Lost opportunity to obtain site .°or future developrment. OFTRANSACTWNf 2+000�000 souace Condizit Bond Issue MFORMATION (IXPWNj COS7/REVENUE BUOfiETm (CIRCLE ONE) YES NO acrmn NuMSEn ��5�"��h ��t��P,f oo-�y 31TY OP THE CIN OF SAINT PAJL �� ,-,�.��ARK TOWERS • 345 ST. PETER STREEf • ST. PAUL, MN 55102-1661 January 13, 2000 Mr. Brian Sweeney Planning & Economic Development Department 1300 City Hall Annex 25 West 4 Street Saint Paul, Minnesota 55102 RE: $2,000,000 Tax-Exempt Conduit Bor�d Issue Dear Srian: FAX (651) 223-5198 TOLL FREE (800) 328-8477 • PHONE (657) 224-5686 We submit for your review and sign-off, details pertaining to the lssuance of a tax-exempt conduit bond issue in the approximate amount of $2,000,000 to finance the acquisition of a parcel of land bounded by 10�', 11"', Wabasha and St. Peter Streets in downtown Saint Paul. The bond proceeds wiil be loaned to the Public Housing Agency who will exercise their options to purchase this property. The property will be heid for future development. In addition to the staff memorandum, we are attaching a draft copy of the proposed City Council Resolution and a copy of the Resolution authorizing the issuance of the conduit bond issue in an amount not to exceed $2,000,000 that will be considered by the Port Authority's Board on January 25, 2000. City Council action will be required on January 26, 2000 to meet the closing timeline. Sincerely, / � �,—�,__ Kenneth R. Johnson President KRJ:ah Attachment cc: Mayor Coleman G:\DATAW MH\KEN LTRS\Sweeney.doc The Bonds: The bonds will be issued in the principal amount not to exceed $2,000,000 and wit{ bear interest at a variable rate estabfished weekly by the Remarketing Agent 00'Gy Conduit Financina: The bonds wiil be conduit financing of the Authority and will not constitute or give rise to a liability of the Authority, the City of Saint Paul, or the State of Minnesota or a charge against their general credit or taxing powers. No bondholder wiil have the right to demand payment on the bonds out of any funds to be raised from taxation or from any revenue sources other than those expressiy pledged to payment of bonds pursuant to the indenture. This inciudes the amounts drawn on the Letter of Credii and amounts payable by the borrower under the loan agreement Loan Agreement: Under the indenture the Autharifij will ptedge its interest in the toan agreement to the trustee to secure the bonds. The trustee is authorized to exercise the rights of the Authority and to enforce the obligations of the borrower under the loan agreement. Letter of Credit: The bonds are offered primarily on the basis of the financial strength of the Letter of Credit bank and not on the basis of the financiai strength of the Borrower. The initial Letter of Credit will mature January 27, 2001, and wiil automatically renew on an annual basis unless the Bank gives the Trustee notice of a decision not to renew 90 days in advance. If the Letter of Credit is not renewed or replaced, the bonds wiiV be subject to mandatory redemption and the trustee is instructed to draw on the Letter of Credit before it expires to pay principal and interest then due. Disclosure: The Port Authority Commissioners by SEC rules are obligated to disclose any risks of facts you may be aware of that wouid affect the probability of repayment on these bonds. Recommendation: Recommend approval of authorizing issuance of up to $2,000,000 conduit bond issue on behalf of PHA. G:�DATA\AMH160ARD1PHA 2MIL.DOC SAINT PAUL PORT AUTHORITY MEMORANDUM TO: FROM: BOARD OF COMMISSIONERS (Regular Meeting January 25, 2000) Laurie J. Hansen �i / � 3 / Kenneth R_ Johnso %G�°� DATE: oo-`�l Jan. 13, 2000 SUBJECT: Final Authorization for an Approximate $2,000,000 Tau-Exempt Conduit Bondlssue Resolution No. Action Requested Approval of finai resolution authorizing an approximate $2,000,000 conduit bond for Pubiic Housing Agency of the City of Saint Paul. Attached is a report outlining the terms of the tax exempt bond issue. LJH:ah G:�DATAWt�AH1BOARD�PHA 2MIL.doc PUBLIC HOUSINC'i AGENCY (PHA) OF THE CITY OF SAINT PAUL oo-G� Action Requested: Approval of final reso{ution authorizing the issuance of an approximate $2,000,000 conduit bond issue for Pubiic Housing Agency (PHA) of the City of Saint Paui. Project Summary: Tvoe: Term: Issuer Borrower Trustee Letter of Credit Bank: Placement Aae»t Series 2000-5, $2,000,000 tax exempt Variable rate demand revenue bonds $2,000,000 — 20 years Saint Paul Port Authority Pubiic Housing Agency of the City of Saint Paul Norvvest Bank Minnesota, Nationai Association Firstar Sank of Mifwaukee, NA US Sancorp Piper .laffray Remarketing Agent: Piper Jaffray, Inc. Borrowers Counsel: Michael F. Driscoli City Attomey's Office Placement Agents Counsel Bond Counsel: The Borrower: Oppenheimer, Wolff, & Donneliy Leonard, Street and Deinard The Borrower is a separate and independent agency chartered as a political subdivision of the State of Minnesota. The Project: PHA currently has options to acquire two separate pieces of property in the block bounded by 10�', 'i 1"`, Wabasha & St. Peter Streets in downtown Saini Paul. These options expire in January and February, 2000. Bond Proceeds The PFiA would like to acGuire these sites under these options prior to finalizing development plans. Eventually, the sites wouid be developed as low to moderate income housing and possibly office space for the PHA. Bond proceeds would be used to acquire the sites, reimburse the PHA for amounts previously paid toward the purchase price and pay costs of issuance. G:�DATA�AMH160ARDIPHA 2MIL.DOC oo-�y � . - Resolurion No. 3819 RESOLUTION OF T`HE PORT AUTHORITY OF THE CITY OF SAINT PAUL WHEREAS: 1. It has been proposed that the Port Authority of the City of Saint Paul (the "Port Authorit}�') issue its Variable Rate Demand Revenue Bonds (Public Housing Agency Project) Series 2000-5 (the "Bonds") in an aggregate principal amount not to exceed $2,000,000 and that the proceeds of such Bonds be loaned to the Public Housing Agency of the City of Saint Paul, a public body corporate and politic organized and existing under the laws of the State of Minnesota (the `Borrower") to finance the acquisirion by the Borrower of land located in the block bounded �� 10`", 11` Wabasha and St. Peter Streets (the "ProjecY') in the City of Saint Paul, Minnesota (the "City") to be used by the Bonower for the construction of housing and/or office facilities. 2. The Authority desires to facilitate the selective development of the City of Saint Paul and the metro community, to retain and improve its tas base and to help it provide the range of s°�vices and employment opporiuniries required by its popularion, and the Project will assist in achieving that objective by increasing the assessed valuation of the metro community; helping to r a positive relationship between assessed valuation and debt; and enhancing the image �d reputation of the metro community. 3. The Authority has been advised by the Borrower that long term convenrional, commercial financing to pay the capital cost of the Project is available oniy on a limited basis and at such high costs of bonowing that the economic feasibility of operating the Project would be s9gnificantly reduced. 4. The Authority's Credit Ccmmittee has previously adopted its Resolurion No. gaving preliminary approval to the proposed issuance of revenue bonds. 5. The Bonds will be issued and secured by the terms of an Indenture of Trust (the "Indenture") beriveen the Port Authority and Norwest Bank Minnesota, National Association in Minneapolis (the "Trustee") and will be payable primarily from draws made on a letter of credit issued by Firstaz Bank, N.A. (the `Bank") pursuant to a Reimbursement Agreement to be dated as of January 1, 2000 (the "Letter of Credit AgreemenY') between the Bonower and the Bank. 6. The Borrower and the Port Authority will also enter into a Loan Agreement (the "Loan AgreemenY') in which the Bonower will agree to maintain the Letter of Credit and make ail paymen�s due either to the Bank or on account of the Bonds. 7. The Bonds and the interest on the Bonds shall be payable solely from moneys pledged therefor and the Bonds shall not constitute a debt of the Port Authority within the meaning of any consritutional or statutory limitarion of indebtedness, nor shall the Bonds consritute nor give rise to a pecuniary liability of the Port Authority or the City or a chazge against 1896671vt Q4NHB01!.DOC) c�o-c`f their general credit or taxing powers and shall not constitute a charge, lien or encumbrance, legai or equitable, upon any property of the Port Authority or the City other than their interest in said Project. 8. It is intended that interest on the Bonds be excluded from gross income of the holders thereof for federal income t� purposes. NOW, THEREFORE, BE IT RE50LVED BY THE BOARD OF COMMISSIONERS OF THE PORT AUTHORITY OF THE CITX OF SAINT PAUL, AS FOLLOWS: A. On the basis of information available to the Port Authority it appears, and the Port Authority hereby finds, that: the Project consritutes properties, used or useful in connection with one or more revenue producing enterprises engaged in any business within the meaning of Minnesota Statutes, Secfions 469.152 to 469165 (the "AcY'); the Project fmthers the purposes stated in the Act; and it is in the best interests of the port district and the people of the City of Saint Paul and in furtherance of the general plan of development to assist the Borrower in financing the Project. B. The Port Authority hereby authorizes the issuance, sale and delivery of the Bonds in an aggregate principal amount not to exceed $2,000,000. The Bonds shall be in such principal amounts as shall be determined by the President and Chief Financial Officer of the Port Authority and Bond Counsel. The Bonds shall bear interest at such rates, shall be numbered, shall be dated, shall mature, shall be subject to redemprion prior to maturity, and shall be in such form and have such other details and provisions as may be prescribed in the Indenture, substanrially in the form now on file in the offices of the Port Authority. C. Neither the Bonds, nor the interest thereon, shall constitute an indebtedness of the Port Authority or the City within the meaning of any consriturional or statutory debt limitation; nor shall they constitute or give rise to a pecuniary liability of the City, the Port Authority or a charge against their general taxing powers and neither the full faith and credit nor the general taacing powers of the City or the Port Authority is pledged to the payment of the Bonds or interest thereon. D. Forms of the following documents have been submitted to the Port Authority for review and�or approval in connection with the sale, issuance and delivery of the Bonds: 1. the Bond Purchase Agreement to be entered into beriveen the Port Authority, the Borrower, U.S. Bancotp Piper Jaffray Inc. (the "Underwriter") (the `Bond Purchase AgreemenY'); 2. the Indenture; 3. the Loan Agreement; 4. the Bonds; ia9c�nv� iiaxHaou.�oc> � o -G `{ 5. the Preliminary Official Statement to be used in mazketing the Bonds (the "Official StatemenY'); 6. the Remazketing Agreement dated as of 7anuary 1, 2000 to be entered into by and between U.S. Bancorp Piper Jaffray Ina (the "Remarkering AgenY') and the �onower (the "Remazketing AgreemenY'); and 7. the Rennbursement Agreement and form of the Letter of Credit (collectively, the "Documents"). E. It is hereby found, determined and declared that: 1. The issuance and sale of the Bonds, the execution and delivery by the Port Authority of the Documents, as applicable, and the performance of all covenants and agreements of the Port Authority contained in the Documents, as applicable, and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Documents and the Bonds valid and binding obligarions of the Port Authority in accordance with their terms, are authorized by Minnesota Statutes, Sections 469.152 through 469.165, as amended (the "AcY'); 2. It is desirable that the Bonds be issued by the Port Authority upon the general terms set forth in the Documents, as applicable; 3. Under the provisions of and as provided in the Documents, the Bonds are not to be payable from or a charge upon any funds other than the moneys pledged to the payment thereof; no holder of the Bonds shall ever have the right to compel any exercise by the City or the Port Authority of its tax:ng powers to pay the Bonds or the interest or premium thereon, or to enforce payment thereof against any property of the City or the Port Authority except the interests of the Port Authority and the City which have been pledged to the Trustee under the Indenture; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City or the Port Authority except the interests of the Port Authority and the City which have been pledged to the Trustee under the Indenture; the Bonds shall each recite that they are issued without moral obligation on the pazt of the State or its political subdivisions, and that the Bonds, including interest thereon, are payable solely from the moneys pledged to the payment thereof; and the Bonds shall not constitute a debt of the City or the Port Authority within the meaning of any consritutional or statutory limitation. F. The forms of the Documents and e�ibits thereto are approved substantially in the forms submitted and on file in the offices of Port Authority, with such subsequent changes as may be approved by Port Authority staff and Bond Counsel as contemplated by paragraph H. The Chair and Secretary of the Port Authority, or such other officer as may be appropriate in the absence of either the Chair or Secretary, are hereby authorized and directed to execute the I89667Iv1 (14NHB01!.DOC) oo-��I Documents (to the extent the Port Authority is a party thereto) in substantially the forms submitted, as modified pursuant to paragraph H, and any other documents and certificates which in the opinion of Port Authority staff and Bond Counsel are necessary to the transaction herein described The execution of any instrument by the appropriate officer or officers of the Port Authority herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. The execution of any documents necessary for the transaction herein described by individuals who were at the fime of execution thereof the authorized officers of the Port Authority shall bind the Port Authority, notwithstanding that such individuals or any of them has ceased to hold such office or offices prior to the authenticarion and delivery of the Bonds. Copies of all of the documents necessary to the transaction described shall be delivered, filed and recorded as provided herein and in the Indenture. G. The President and other officers of the Port Authority aze authorized and directed to prepare and fumish to the Underwriter and Bond Counsel certified copies of proceedings and records of the Port Authority relating to the issuance of the Bonds and other transactions herein contemplated, and such other affidavits and certificates as may be required to show the facts relating to the legality of the Bonds and the other transactions herein contemplated as such facts appeaz from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the Port Authority as to the truth of all statements contained Yherein. H. The approval hereby given to the various Documents referred to above includes approval of such additional details therein as may be necessary and appropriate, and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the Port Authority's President and Chief Financial Officer; and includes approval of, among other things: 1. establishment of the final principal amount of the Bonds and the interest rate to be borne thereby for the initial period; provided that the maximum aggregate principal amount of the Bonds shall not exceed $2,000,000, and nrovided further that the maacimum interest rate on the Bonds shali not exceed 12.00% per annum; 2. the estz'�lishment of the maturity schedule and call provisions to be applicable to the Bonds; and 3. such related instruments as may be required to sarisfy the condirions of any purchaser of the Bonds. I. The Port Authority hereby conse= ts to the distribufion of the Official Statement, as such Official Statement is finalized with the participation of Port Authority staff and Bond Counsel. The proposal of the Underwriter to place the Bonds upon the terms and cc_:dirions set forth in the Bond Purchase Agreement is hereby found and detemuned to be reasonable and is hereby accepYed. 1896671v1 (I4NHBOl!.DOC) �a- �y J. The authority to approve, execute and deliver future amendments to financing documents entered into by the Port Authority in connection with the issuance of the Bonds and the other transactions herein contemplated, is hereby delegated to the President of the Port Autiaority, provided that: (a) such amendments do not require the consent of the holders of the Bonds; or, if required, such consent has been obtained (b) such amendments do not materially adversely affect the interests of the Port Authority as the issuer of the Bonds; (c) such amendments do not contravene or violate any policy of the Port Authority; and (d) such amendments are acceptable in form and substance to Bond Counsel. The execution of any instrument by the President of the Port Authority shall be conclusive evidence of the approval of such instnunents in accordance with the terms hereof. K. No covenant, stipulation, obligation or agreement contained herein or in the Documents shall be deemed to be a covenant, stipularion, obligation or agreement of any member of the Board of Commissioners of the Port Authority, or any officer, agent or employee of the Port Authority in that persons individual capacity, and neither the Board of Commissioners nor any officer executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Adopted: 7anuary 25, 2000 PORT ALITHORITY OF THE CITY OF SAINT PAUL BY �iU � CL�� i�'''� Its Chair ATTEST: �y Its Secret 1896671v1 (14NHB01!.DOC) Council File # 00 — C.� Presented by Refeaed To Committee Date WEIEREAS: 1. The Port Authority of the City of Saint Paul (the "Authorit}�' ) has given its approval to the issuance of up to $2,OOQ000 of its Revenue Bonds (Public Housing Agency Project) Series 2000-5 (the "Bonds"), to finance the costs to be incurred by the Public Housing Agency (the "Borrower") in connection with the acquisition of land located in the block bounded by 10`�, 11i Wabasha and St. Peter Streets (the "ProjecY') in the City of Saint Paul, Minnesota (the "City"); 2. Minnesota Statutes, Chapter 469.084(11), provides that any issue of revenue bonds authorized by the Authority shall be issued only with the consent of the City Council of the City of Saint Paul, by resolution adopted in accordance with law; and 3. To meet the requirements of state law, the Port Authority has requested that the City Council gives its requisite approval to the issuance of the proposed Bonds by the Port Authority, subject to final approval of the details of said Bonds by the Port Authority. 4. Neither the Bonds, nor the interest thereon, shall constitute an indebtedness of the Port Authority or the City within the meaiiing of any constitutional or statutory debt limitation; nor shall they consfitute or give rise to a pecuniary liabIlity of the City, the Por[ Authority or a charge ao inst their general taxing powers and neither the full faith and credit nor the general taacing powers of the City or the Port Authority is pledged to the payment of the bonds or interest thereon. NOW, Tf�RF.FORE, BE IT RESOLVED by the Council of the City of Saint Paul that, in accordance with the requirements of Minnesota Statutes 469.084(11), the City Council hereby approves the issuance of the aforesaid Bonds by the Port Authority for the purposes described in the Port Authority resolution adopted January 25, 2000, the exact details of which, including but not limited to, provisions relating to maturities, interest rates, discount, redemption, and the issuance of additional bonds are to be determined by the Port Authority, and the City Council hereby authorizes the issuance of any additional bonds (including refunding bonds) by the Port Authority found by the Port Authority to be necessary for carrying out the purposes for which the aforedescribed Bonds are issued. Adopted: January _, 2000 �!�l�1'� � • � :-�.�. �__ ��_� : . � . �� __ . - • � �__ �__� .�� __ ��__ _�� Green Sheet # 101327 RESOLUTION CITY OF SAI��PAUL, MINNESOTA p n . // 0 Adopted by Council: Date � O� Adoption Certified by Council S retary BY� � c__ � .. � i Approved by Mayor: Date � Requested by Department of: r / f�1�t�'l I�c� L=loHVHrt c �t^`G�aJI.n� By: Gl'k� Form Approv by City Attorney By: .i Gt�-- � � �`-� !— 7�- a� Approved b ayor for Submission to Council By: ao-`y oo-`� St Paul Port Authority Laurie J. Hansen 1/13/2000 GREEN SHEET No��`'�u27 January 26, 2000 TOTAL # OF SIGNATURE PAGES ... .�.,�:� f•: �'—:il•'.::L_yi•'3 CIfYC01�IC1 I( ' � r tJ 1 ❑ ^�.. cm„ron�v i =`� arr«au i �a_� ❑ �,�� ❑ �,�.a � .�,��.�.�,'- ❑ (CLIP ALL LOCATIONS F IGNATUR� Approval of the issuance of conduit bc�nds in �n amouat n_ot to exceed $2,000,000 to finance the acquisition of property located in the clack bo�az�c�ed by lOth, llth, V�abasha and St. Peter Street�. The bonds �+7i11 be floating rate bonds callable at an�� time. PLANNING COMMISSION CIB COMMITfEE CIVIL SERVICE COMMISSION Port Authorit� Has this Pe��m eeer vrorked under a cariVact tor tliis departmerit? YES NO Has this persoMfiim ever baen a city empbyeeT YES NO Do� this personlfirm poasees a sltill not namallypossesseC by a�ry curreM dty employee9 YES NO Is Mis peisorUfirm a tarpeted vendoR YES NO INITIATING PROBLEM ISSUE, OPPORTUNIlY (Who, Whffi, When, Where, Why) The PHA currently has options to purchase the above xefer.enced sites. These aptions e:pire in Jan.uar�� and Februar;r of 2000. Proceeds of this bond issue will be used bg ' the PHA to acquire this property. PHA has asked the Port Authority to access the ta�-exer.zpt market for this short-term borrowing. Provide funds necessary to acquir.e above referenced propert9 to be used fo* future development of low-to-moderate incor�e housing and possibly PHA offices. IFAPPROVED None Lost opportunity to obtain site .°or future developrment. OFTRANSACTWNf 2+000�000 souace Condizit Bond Issue MFORMATION (IXPWNj COS7/REVENUE BUOfiETm (CIRCLE ONE) YES NO acrmn NuMSEn ��5�"��h ��t��P,f oo-�y 31TY OP THE CIN OF SAINT PAJL �� ,-,�.��ARK TOWERS • 345 ST. PETER STREEf • ST. PAUL, MN 55102-1661 January 13, 2000 Mr. Brian Sweeney Planning & Economic Development Department 1300 City Hall Annex 25 West 4 Street Saint Paul, Minnesota 55102 RE: $2,000,000 Tax-Exempt Conduit Bor�d Issue Dear Srian: FAX (651) 223-5198 TOLL FREE (800) 328-8477 • PHONE (657) 224-5686 We submit for your review and sign-off, details pertaining to the lssuance of a tax-exempt conduit bond issue in the approximate amount of $2,000,000 to finance the acquisition of a parcel of land bounded by 10�', 11"', Wabasha and St. Peter Streets in downtown Saint Paul. The bond proceeds wiil be loaned to the Public Housing Agency who will exercise their options to purchase this property. The property will be heid for future development. In addition to the staff memorandum, we are attaching a draft copy of the proposed City Council Resolution and a copy of the Resolution authorizing the issuance of the conduit bond issue in an amount not to exceed $2,000,000 that will be considered by the Port Authority's Board on January 25, 2000. City Council action will be required on January 26, 2000 to meet the closing timeline. Sincerely, / � �,—�,__ Kenneth R. Johnson President KRJ:ah Attachment cc: Mayor Coleman G:\DATAW MH\KEN LTRS\Sweeney.doc The Bonds: The bonds will be issued in the principal amount not to exceed $2,000,000 and wit{ bear interest at a variable rate estabfished weekly by the Remarketing Agent 00'Gy Conduit Financina: The bonds wiil be conduit financing of the Authority and will not constitute or give rise to a liability of the Authority, the City of Saint Paul, or the State of Minnesota or a charge against their general credit or taxing powers. No bondholder wiil have the right to demand payment on the bonds out of any funds to be raised from taxation or from any revenue sources other than those expressiy pledged to payment of bonds pursuant to the indenture. This inciudes the amounts drawn on the Letter of Credii and amounts payable by the borrower under the loan agreement Loan Agreement: Under the indenture the Autharifij will ptedge its interest in the toan agreement to the trustee to secure the bonds. The trustee is authorized to exercise the rights of the Authority and to enforce the obligations of the borrower under the loan agreement. Letter of Credit: The bonds are offered primarily on the basis of the financial strength of the Letter of Credit bank and not on the basis of the financiai strength of the Borrower. The initial Letter of Credit will mature January 27, 2001, and wiil automatically renew on an annual basis unless the Bank gives the Trustee notice of a decision not to renew 90 days in advance. If the Letter of Credit is not renewed or replaced, the bonds wiiV be subject to mandatory redemption and the trustee is instructed to draw on the Letter of Credit before it expires to pay principal and interest then due. Disclosure: The Port Authority Commissioners by SEC rules are obligated to disclose any risks of facts you may be aware of that wouid affect the probability of repayment on these bonds. Recommendation: Recommend approval of authorizing issuance of up to $2,000,000 conduit bond issue on behalf of PHA. G:�DATA\AMH160ARD1PHA 2MIL.DOC SAINT PAUL PORT AUTHORITY MEMORANDUM TO: FROM: BOARD OF COMMISSIONERS (Regular Meeting January 25, 2000) Laurie J. Hansen �i / � 3 / Kenneth R_ Johnso %G�°� DATE: oo-`�l Jan. 13, 2000 SUBJECT: Final Authorization for an Approximate $2,000,000 Tau-Exempt Conduit Bondlssue Resolution No. Action Requested Approval of finai resolution authorizing an approximate $2,000,000 conduit bond for Pubiic Housing Agency of the City of Saint Paul. Attached is a report outlining the terms of the tax exempt bond issue. LJH:ah G:�DATAWt�AH1BOARD�PHA 2MIL.doc PUBLIC HOUSINC'i AGENCY (PHA) OF THE CITY OF SAINT PAUL oo-G� Action Requested: Approval of final reso{ution authorizing the issuance of an approximate $2,000,000 conduit bond issue for Pubiic Housing Agency (PHA) of the City of Saint Paui. Project Summary: Tvoe: Term: Issuer Borrower Trustee Letter of Credit Bank: Placement Aae»t Series 2000-5, $2,000,000 tax exempt Variable rate demand revenue bonds $2,000,000 — 20 years Saint Paul Port Authority Pubiic Housing Agency of the City of Saint Paul Norvvest Bank Minnesota, Nationai Association Firstar Sank of Mifwaukee, NA US Sancorp Piper .laffray Remarketing Agent: Piper Jaffray, Inc. Borrowers Counsel: Michael F. Driscoli City Attomey's Office Placement Agents Counsel Bond Counsel: The Borrower: Oppenheimer, Wolff, & Donneliy Leonard, Street and Deinard The Borrower is a separate and independent agency chartered as a political subdivision of the State of Minnesota. The Project: PHA currently has options to acquire two separate pieces of property in the block bounded by 10�', 'i 1"`, Wabasha & St. Peter Streets in downtown Saini Paul. These options expire in January and February, 2000. Bond Proceeds The PFiA would like to acGuire these sites under these options prior to finalizing development plans. Eventually, the sites wouid be developed as low to moderate income housing and possibly office space for the PHA. Bond proceeds would be used to acquire the sites, reimburse the PHA for amounts previously paid toward the purchase price and pay costs of issuance. G:�DATA�AMH160ARDIPHA 2MIL.DOC oo-�y � . - Resolurion No. 3819 RESOLUTION OF T`HE PORT AUTHORITY OF THE CITY OF SAINT PAUL WHEREAS: 1. It has been proposed that the Port Authority of the City of Saint Paul (the "Port Authorit}�') issue its Variable Rate Demand Revenue Bonds (Public Housing Agency Project) Series 2000-5 (the "Bonds") in an aggregate principal amount not to exceed $2,000,000 and that the proceeds of such Bonds be loaned to the Public Housing Agency of the City of Saint Paul, a public body corporate and politic organized and existing under the laws of the State of Minnesota (the `Borrower") to finance the acquisirion by the Borrower of land located in the block bounded �� 10`", 11` Wabasha and St. Peter Streets (the "ProjecY') in the City of Saint Paul, Minnesota (the "City") to be used by the Bonower for the construction of housing and/or office facilities. 2. The Authority desires to facilitate the selective development of the City of Saint Paul and the metro community, to retain and improve its tas base and to help it provide the range of s°�vices and employment opporiuniries required by its popularion, and the Project will assist in achieving that objective by increasing the assessed valuation of the metro community; helping to r a positive relationship between assessed valuation and debt; and enhancing the image �d reputation of the metro community. 3. The Authority has been advised by the Borrower that long term convenrional, commercial financing to pay the capital cost of the Project is available oniy on a limited basis and at such high costs of bonowing that the economic feasibility of operating the Project would be s9gnificantly reduced. 4. The Authority's Credit Ccmmittee has previously adopted its Resolurion No. gaving preliminary approval to the proposed issuance of revenue bonds. 5. The Bonds will be issued and secured by the terms of an Indenture of Trust (the "Indenture") beriveen the Port Authority and Norwest Bank Minnesota, National Association in Minneapolis (the "Trustee") and will be payable primarily from draws made on a letter of credit issued by Firstaz Bank, N.A. (the `Bank") pursuant to a Reimbursement Agreement to be dated as of January 1, 2000 (the "Letter of Credit AgreemenY') between the Bonower and the Bank. 6. The Borrower and the Port Authority will also enter into a Loan Agreement (the "Loan AgreemenY') in which the Bonower will agree to maintain the Letter of Credit and make ail paymen�s due either to the Bank or on account of the Bonds. 7. The Bonds and the interest on the Bonds shall be payable solely from moneys pledged therefor and the Bonds shall not constitute a debt of the Port Authority within the meaning of any consritutional or statutory limitarion of indebtedness, nor shall the Bonds consritute nor give rise to a pecuniary liability of the Port Authority or the City or a chazge against 1896671vt Q4NHB01!.DOC) c�o-c`f their general credit or taxing powers and shall not constitute a charge, lien or encumbrance, legai or equitable, upon any property of the Port Authority or the City other than their interest in said Project. 8. It is intended that interest on the Bonds be excluded from gross income of the holders thereof for federal income t� purposes. NOW, THEREFORE, BE IT RE50LVED BY THE BOARD OF COMMISSIONERS OF THE PORT AUTHORITY OF THE CITX OF SAINT PAUL, AS FOLLOWS: A. On the basis of information available to the Port Authority it appears, and the Port Authority hereby finds, that: the Project consritutes properties, used or useful in connection with one or more revenue producing enterprises engaged in any business within the meaning of Minnesota Statutes, Secfions 469.152 to 469165 (the "AcY'); the Project fmthers the purposes stated in the Act; and it is in the best interests of the port district and the people of the City of Saint Paul and in furtherance of the general plan of development to assist the Borrower in financing the Project. B. The Port Authority hereby authorizes the issuance, sale and delivery of the Bonds in an aggregate principal amount not to exceed $2,000,000. The Bonds shall be in such principal amounts as shall be determined by the President and Chief Financial Officer of the Port Authority and Bond Counsel. The Bonds shall bear interest at such rates, shall be numbered, shall be dated, shall mature, shall be subject to redemprion prior to maturity, and shall be in such form and have such other details and provisions as may be prescribed in the Indenture, substanrially in the form now on file in the offices of the Port Authority. C. Neither the Bonds, nor the interest thereon, shall constitute an indebtedness of the Port Authority or the City within the meaning of any consriturional or statutory debt limitation; nor shall they constitute or give rise to a pecuniary liability of the City, the Port Authority or a charge against their general taxing powers and neither the full faith and credit nor the general taacing powers of the City or the Port Authority is pledged to the payment of the Bonds or interest thereon. D. Forms of the following documents have been submitted to the Port Authority for review and�or approval in connection with the sale, issuance and delivery of the Bonds: 1. the Bond Purchase Agreement to be entered into beriveen the Port Authority, the Borrower, U.S. Bancotp Piper Jaffray Inc. (the "Underwriter") (the `Bond Purchase AgreemenY'); 2. the Indenture; 3. the Loan Agreement; 4. the Bonds; ia9c�nv� iiaxHaou.�oc> � o -G `{ 5. the Preliminary Official Statement to be used in mazketing the Bonds (the "Official StatemenY'); 6. the Remazketing Agreement dated as of 7anuary 1, 2000 to be entered into by and between U.S. Bancorp Piper Jaffray Ina (the "Remarkering AgenY') and the �onower (the "Remazketing AgreemenY'); and 7. the Rennbursement Agreement and form of the Letter of Credit (collectively, the "Documents"). E. It is hereby found, determined and declared that: 1. The issuance and sale of the Bonds, the execution and delivery by the Port Authority of the Documents, as applicable, and the performance of all covenants and agreements of the Port Authority contained in the Documents, as applicable, and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Documents and the Bonds valid and binding obligarions of the Port Authority in accordance with their terms, are authorized by Minnesota Statutes, Sections 469.152 through 469.165, as amended (the "AcY'); 2. It is desirable that the Bonds be issued by the Port Authority upon the general terms set forth in the Documents, as applicable; 3. Under the provisions of and as provided in the Documents, the Bonds are not to be payable from or a charge upon any funds other than the moneys pledged to the payment thereof; no holder of the Bonds shall ever have the right to compel any exercise by the City or the Port Authority of its tax:ng powers to pay the Bonds or the interest or premium thereon, or to enforce payment thereof against any property of the City or the Port Authority except the interests of the Port Authority and the City which have been pledged to the Trustee under the Indenture; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City or the Port Authority except the interests of the Port Authority and the City which have been pledged to the Trustee under the Indenture; the Bonds shall each recite that they are issued without moral obligation on the pazt of the State or its political subdivisions, and that the Bonds, including interest thereon, are payable solely from the moneys pledged to the payment thereof; and the Bonds shall not constitute a debt of the City or the Port Authority within the meaning of any consritutional or statutory limitation. F. The forms of the Documents and e�ibits thereto are approved substantially in the forms submitted and on file in the offices of Port Authority, with such subsequent changes as may be approved by Port Authority staff and Bond Counsel as contemplated by paragraph H. The Chair and Secretary of the Port Authority, or such other officer as may be appropriate in the absence of either the Chair or Secretary, are hereby authorized and directed to execute the I89667Iv1 (14NHB01!.DOC) oo-��I Documents (to the extent the Port Authority is a party thereto) in substantially the forms submitted, as modified pursuant to paragraph H, and any other documents and certificates which in the opinion of Port Authority staff and Bond Counsel are necessary to the transaction herein described The execution of any instrument by the appropriate officer or officers of the Port Authority herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. The execution of any documents necessary for the transaction herein described by individuals who were at the fime of execution thereof the authorized officers of the Port Authority shall bind the Port Authority, notwithstanding that such individuals or any of them has ceased to hold such office or offices prior to the authenticarion and delivery of the Bonds. Copies of all of the documents necessary to the transaction described shall be delivered, filed and recorded as provided herein and in the Indenture. G. The President and other officers of the Port Authority aze authorized and directed to prepare and fumish to the Underwriter and Bond Counsel certified copies of proceedings and records of the Port Authority relating to the issuance of the Bonds and other transactions herein contemplated, and such other affidavits and certificates as may be required to show the facts relating to the legality of the Bonds and the other transactions herein contemplated as such facts appeaz from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the Port Authority as to the truth of all statements contained Yherein. H. The approval hereby given to the various Documents referred to above includes approval of such additional details therein as may be necessary and appropriate, and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the Port Authority's President and Chief Financial Officer; and includes approval of, among other things: 1. establishment of the final principal amount of the Bonds and the interest rate to be borne thereby for the initial period; provided that the maximum aggregate principal amount of the Bonds shall not exceed $2,000,000, and nrovided further that the maacimum interest rate on the Bonds shali not exceed 12.00% per annum; 2. the estz'�lishment of the maturity schedule and call provisions to be applicable to the Bonds; and 3. such related instruments as may be required to sarisfy the condirions of any purchaser of the Bonds. I. The Port Authority hereby conse= ts to the distribufion of the Official Statement, as such Official Statement is finalized with the participation of Port Authority staff and Bond Counsel. The proposal of the Underwriter to place the Bonds upon the terms and cc_:dirions set forth in the Bond Purchase Agreement is hereby found and detemuned to be reasonable and is hereby accepYed. 1896671v1 (I4NHBOl!.DOC) �a- �y J. The authority to approve, execute and deliver future amendments to financing documents entered into by the Port Authority in connection with the issuance of the Bonds and the other transactions herein contemplated, is hereby delegated to the President of the Port Autiaority, provided that: (a) such amendments do not require the consent of the holders of the Bonds; or, if required, such consent has been obtained (b) such amendments do not materially adversely affect the interests of the Port Authority as the issuer of the Bonds; (c) such amendments do not contravene or violate any policy of the Port Authority; and (d) such amendments are acceptable in form and substance to Bond Counsel. The execution of any instrument by the President of the Port Authority shall be conclusive evidence of the approval of such instnunents in accordance with the terms hereof. K. No covenant, stipulation, obligation or agreement contained herein or in the Documents shall be deemed to be a covenant, stipularion, obligation or agreement of any member of the Board of Commissioners of the Port Authority, or any officer, agent or employee of the Port Authority in that persons individual capacity, and neither the Board of Commissioners nor any officer executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Adopted: 7anuary 25, 2000 PORT ALITHORITY OF THE CITY OF SAINT PAUL BY �iU � CL�� i�'''� Its Chair ATTEST: �y Its Secret 1896671v1 (14NHB01!.DOC)