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02-405e°� r a� i 4 � r �F � � `a� . 1 �`v :'°'.i [ , :,o i i . �`f`(\e�c�.ed�, -- 1 � `�-� $ � Council File # � Z � �C15 � � Resolution # _.. _ __ Green Sheet # ��� (��{ 3 Presented By ����� �q Referred To Committee: Date RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF A FIIZST AMENDMENT TO THE t1MENDED AND RESTATED PLEDGE AGREEMENT IN CONNECTION WITH THE ISSUANCE OF PARKING REVENLTE BONDS, SERIES 2002A (BLOCK 19 PARKING RAMP) t1ND TAXABLE PARKING REVENCJE BONDS, SERIES 2002B (BLOCK 19 PARKING RAMP) AND RELATED BUDGET AMENDMENT WH�REAS, l0 1. The Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the "Authority") has 11 heretofore adopted its General Revenue Bond Resolution No. 95-6J14-1 (the "General Revenue Bond 12 Resolution") authorizing the issuance of certain revenue bonds of the Authority to finance certain public parking 13 facilities. 14 is 2. The Authorityproposes to issue its Parking Revenue Bonds, Series 2002A (Block 19 Pazking Ramp) (the 16 "Series 2002A Bonds") and its Parking Revenue Bonds, Series 2002B (Block 19 Pazking Ramp) (the "Series 17 2002B Bonds, and together with the Series 2002A Bonds, the "Block 19 Bonds") in the approximate aggregate 1s principal amount of $18,625,000 pursuant to the General Bond Resolution and Fourth Supplemental Bond 19 Resolution to provide moneys to construct a new pazking ramp (the'Block 19 Ramp"), to pay costs associated 2o with the issuance of the Bonds, to pay the premium for the Bond Insurance Policy and to purchase a Reserve 21 Credit Facility. 22 23 3. Pursuant to the terms of a Amended and Restated Pledge Agreement dated March 1, 2001, as amended by 24 a First Amendment to Amended and Restated Pledge Agreement dated May 1, 2002 (together, the "Pledge 25 Agreement") by and between the City and the Authority, the City will pledge certain sums held in the Parking and 26 Transit Fund to the Authority for the benefit of the holders of the Block 19 Bonds, and certain other parking 27 revenue bonds heretofore issued by the Authority. 28 29 4. Pursuant to a separate Bond Purchase Agreement (the "Bond Purchase AgreemenY'), by and among the 30 Authority and U.S. Bancorp Piper 7affray Inc. and Miller 7ohnson Steichen Kixmard, Inc. (the "Purchasers"}, the 31 Purchasers have agreed to purchase the Block 19 Bonds. 32 33 5. The form of the Pledge Agreement has been submitted to the City Council for approval and the Authority 34 has requested that the City Council approve and authorize the execution of the same. 35 zi�i��6�t 36 RESOLVED: 37 oz-tin5 38 1. TheCityCouncilherebyapprovesandauthorizestheMayor,InterimDirector,DepartmentofPlauvingand 39 Economic Development and Directoz, Office of Financial Services to execute the Pledge Agreement in 40 substanfially the form submitted. Any other documents, agreements and certificates necessary for the issuance 41 for the Block 19 Bonds shall also be executed by the appropriate officers of the City. 42 43 2. The Mayor and Clerk and other officers of the City are authorized and directed to prepare and fumish 44 certified copies of all proceedings and records of the City relating to the transaction described above, and such 45 other affidavits and legality of the Pledge Agreement as such facts appeaz from the books and records in the 46 officers' custody and conttol of as otherwise known to them; and all such certified copies, certificates and 47 affidavits, including any heretofore futnished, shall constitute representations of the City as to the truth of all 48 statements contained therein. 49 50 3. The approval hereby given to the Pledge Agreement includes approval of such additional details therein 51 and such modifications thereof, deletions therefrom and additions thereto as may be deemed necessary and 52 appropriate and be approved by the City's staff, City Attorney and Bond Counsel prior to their execution; said 53 staff, City Attomey and Bond Counsel are hereby authorized to approve said changes on behalf of the City. The 54 officers of the City herein authorized shall be conclusive evidence of the approval of such documents in 55 accordance with the terms hereof. In the absence of the Mayor, Interim Director, Depariment of Planning and 56 Economic Development and Director, Office of Financial Services, any of the documents authorized by this 57 resolution to be executed may be executed by any other appropriate officers. 58 59 4. The Mayor, pursuant to Section 10.071 of the Charter of the City of Saint Paul, does certify that there aze 6o available for appropriation $�_ in funds in excess of those estimated in the 2002 budget and the City 61 Council of Saint Paul adopts the following changes to the 2002 budget: 62 63 Adopted by Council: Date � Adoption Certified by Council Secretaxy By: 3- . � � Approved by Mayor: D e '(— G i 2161776v1 ����/ / ��0�c7� V Requested by Department of: e�.-�qs nin � Economi.c PERSON & PFKNJE Bob Geurs 266-6653 JST BE ON COUNCIL AGENDA BY @47E] IAlMBER FOR ROUi1NG TOTAL # OF SIGNATURE PAGES GREEN SHEET �,,,., ,,.,,,,,�:, � QIYATTOPIEY � ❑ CTYCIFRIt _ � F�iR11C14L4ERVICF80Yt ❑ R11111CJALiErtVIACCT �wron�aewsssrwn � Bob Geurs (CLIP ALL LOCATIONS FOR SIGNATURE7 City Coimcil Resolution approving first amendment to a Pledge Agreement for HRA issuance of approgimately �18.6 million Parking Revenue Bonds for Block 19 Parki.ng Project. PLANNING CAMMISSION CIB CAMMITiEE CIVIL SERVICE COMMISSION Where, LSONALSERVICE CONTRACTS MUSTANSWER THE FOLLOWING Q Has this perw�rm ever xrorketl untler a corRract forthis department7 VES NO �'.O�.CIDBII Has Mis PersoNfirm ever been a cilY emPbYee7 YES NO Dces this person/firm possess a sldll not normalrypossessed by any curten[ city employee? YES NO Is this pxseNfirm a targetetl ventloYl VES NO City needs to reaffirm its pledge of the Parking and Transit funds as credit enhancement for issuance of HRA Revenue $asnds of appioaimately �18.6 million bonds. HRA will be able to proc�ed wi.th Block 19 Pazking ramps at 7th and Jackson. IF APPROVED None P=oject does not proceed. AMOUNT OF TRANSACTION Pazking � Transit ihind COS7/REVENUE BUDGETED (CIRCLE ONE) ACTNITYNUMBER No 110673 YES NO (IXPLAIN) o�.-�os FIl2ST AMENDMENT TO AMENDED AND RESTATED PLEDGE AGREEMENT by and between the CITY OF SAINT PAUL AND THE HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA Relating to HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA $14,725,000 PARKING REVENUE BONDS, SERIES 2002A (Block 19 Pazking Ramp) AND $4,225,000 TAXABLE PARHING REVENUE BONDS, SERIES 2002B (Block 19 Parking Ramp) Originally Dated June l, 1995 Amended and Restated as of March l, 2001 First Amendment to Amended and Restated ^— Mav 1, 2002 2129662v1 Firs[ Amendmen[ to Amended and Restated Pledge Agreement a O�-y�s TABLE OF CONTENTS Page ARTICLE - DEFINITIONS ......................................................................................................... 2 Section Defined Terxns . ....................................................................................................... 2 Section 2.1 Representations and Covenants of the Authority .................................................... 2 Section 3.1 Priority of Payment of Net Revenues . .................................................................... 2 Secrion Ratification .............................................................................................................. 3 Section Counterparts ............................................................................................................ 3 Exhibit ..................................................................................................................................... A-] 2729662vi First Amendment to Amended and Resiated Pledge Agreement ��, yous FIRST AMENDMENT TO AMENDED AND RESTATED PLEDGE AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED PLEDGE AGREEMENT ("First AmendmenY'), dated as of ^— Mav 1, 2002, by and between the CTTY OF SAINT PAUL, MINNESOTA, a municipal corporation organized under its city charter and the laws of the State of Minnesota (the "Cit}�'), and the HOUSING AND REDEVELOPMENT AUTHORITY OF THE CTTY OF SAINT PAUL, MINNESOTA, a body corporate and politic organized under the laws of the State of Minnesota (the "Authority") which amends the Amended and Restated Pledge Agreement between the parties dated Mazch 1, 2001 (the "Pledge AgreemenY'). WHEREAS, the Authority has heretofore issued and has outstanding (a) its Parking Revenue Refunding Bonds, Series 1995A (the "Series 1995A Bonds") pursuant to the General Bond Resolution No. 95-6/14-1 adopted by the Authority on 7une 14, 1995 (the "General Bond Resolution") and its First Supplemental Bond Resolution No. 95-6/14-2 adopted by the Authority on June 14, 1995 (the "First Supplemental Resolution"); (b) its Exhibit Hall Parking Ramp Subordinated Revenue Notes, Series 1995 (the "Subordinated Notes") pursuant to Subardinated Note Resolution No. 95-6/14-4 adopted by the Authority on June 14, 1995 (the "Note Resolution); and (c) its Pazking Revenue Refunding Bonds, Series 2001A (the "Series 2001A Bonds") pursuant to the Third Supplemental Resolution No. Ol-2/28 adopted by the Authority on February 28, 2001 (the "Third Supplemental Resolution"); WHEREAS, simultaneously with the execution and delivery of this Agreement, the Authority has issued its $14,725,000 Parking Revenue Bonds (Block 19 Pazking Ramp), Series 2002A (the "Series 2002A Bonds") and $4,225,000 T�able Parking Revenue Bonds (Block 19 Parking Ramp), Series 2002B (the "Series 2002B Bonds" and together with the Series 2002A Bonds, the `Block 19 Bonds"), pursuant to the General Bond Resolution and the Fourth Supplement Bond Resolution No. ^— 04- / -_ adopted by the Authority on ^— LVI�, 2002 (the "Fourth Supplemental Bond Resolution"); WHEREAS, the Authority will apply the proceeds of the Block 19 Bonds, together with other available funds, to acquire, construct and equip a parking ramp located on the block bounded by Seventh, Jackson, Ninth and Robert Streets in the City (the "ProjecP'); VJHEREAS, to enhance the marketability of the Block 19 Bonds, it is necessary that this First Amendment be executed. NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows: 2129662v1 First Amendment to Amended and Restated Pledge Ageement Oa �Os ARTICLE I DBFINITIONS Secrion 11 Defined Terms. All terms capitalized but not otherwise defined herein shall have the meanings assigned to such terms in the Pledge Agreement. The following terms shall be amended or added and have the following meanings: "Block 19 Pazlang Ramp" means the Authority's public parking ramp to be located on the block bounded by Seventh, Jackson, Ninth and Robert Streets in the City referred to as the Block 19 Parking Ramp; `Bond Resolution" means collectively the General Bond Resolution, the First Supplemental Resolution, the Third Supplemental Resolution and the Fourth Supplemental Resolution; "Bonds" means, collectively, the Series 2002A Bonds, the Series 2002B Bonds, the Series 2001A Bonds and the Series 1995A Bonds; "2002 Credit Provider" means Financial Security Assurance Inc.; "Pazking Facilities" means the pazking lot and ramps described on Exhibit A attached hereto; "Revenue Bonds" means all revenue bonds issued on a parity of lien pursuant to the General Bond Resolution and any Supplemental Resolution, including the Bonds, and each series of Additional Bonds, made payable from the Bond Fund on a parity lien; "Series 2002A Bonds" means the Authority's Pazking Revenue Bonds, Series 2002A (Block 19 Parking Ramp) issued pursuant to this Bond Resolution; "Series 2002B Bonds" means the Authority's Taxable Pazking Revenue Bonds, Series 2002B (Block 19 Parking Ramp) issued pursuant to this Bond Resolution. Section 2.1 Reoresentations and Covenants of the Authority. Section 2.1 of the Pledge Agreement is hereby amended by addition of the following subsection (i): (i) Comnletion of Block 19 Parkin� Ramp. The Authority hereby represents that it shall pay paid all costs of acquisition and construction of the Block 19 Pazking Ramp; Section 3.1 Prioritv of Pavment of Net Revenues. Paragraph (3) of Section 3.3 of the Pledge Agreement shall be replaced with the following: (3) To the Repair and Replacement Account created within the Parking and Transit Fund pursuant to Section 3.4 hereof, (i) at Bond Closing for the Block 19 Bonds, the sum of $-0-, and (ii) on January 15 in each year from 2004 tluough 2029, Net 2129662v1 2 First Amendment to Amended and Restated Pledge Ae eement p� yous Revenues in the amount of $236,000. The amounts to be transferred to the Repair and Replacement Account pursuant to clause (ii) hereof is hereinafter referred to as (the "Replacement Reserve Requirement"). The City shall transfer to the Repair and Replacement Account, in addirion to the foregoing, such addational Net Revenues as may be required to pay all repair and replacement costs contemplated by the budget for a Fiscal Year, to the extent the amounts on deposit in the Repair and Replacement Account aze insufficient. (3) Proceeds of the Block 19 Bonds shall be deposited as provided in Section 4.1 of the Fourth Supplemental Resolution. Section 3.2 Credit Provider. All nrovisions benefitine the 2001A Credit Provi shall also annlv to the 2002 Credit Provider. Section 4.1 Ratification. Except as hereinabove amended, all of the terms, covenants and conditions of the Pledge Agreement shall remain in fuil force and effect and are hereby ratified and confirmed. Section 42 Counterparts. This First Amendment may be signed in counterparts and transmitted by facsimile copies that when taken together comprise the whole. 2129662v1 j First Amendmrn[ to Amended and Resia[ed Pledge Ageement 6'a--"�cs IN WITNESS WHEREOF, the City and the Authority have caused this Agreement to be duly executed by their duly authorized officers as of the date first written hereinabove. HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA By Chair or Commissioner (SEAL) Approved as to form: By Assistant City AtYorney 2129662v1 By Interim Executive Director By Director, Office ofFinancial Services Notice Address: 25 West Fourth Street Saint Paul, Minnesota 55102 Attention: Executive Director Telecopier No.: 612-228-3261 First Amendment to Amended and Restated Piedge Agreement Da �os Approved as to form: Assistant City Attomey 2129662v1 CTPY OF SAINT PAUL, MINNESOTA Mayor By Director, Department of Planning and Economic Development Countersigned: And By Director, Department of Finance and Management Services Norice Address: City Hall St. Paul, MN 55102 Attn: Treasurer Telecopier Number: (612) 266-8840 First Amendment to Amended and Restated Pledge Agreement , . t� a.-`tic+5 r�s���� Description of Parking Facilities 1. The pazking ramp commonly l�own as the KTCA Lowertown (Block L) Municipal Ramp located at the intersection of East Kellogg Boulevard and Jackson Street. 2. The parking ramp commonly known as the Science Museum (7A) Municipal Ramp located at the intersection of West Exchange Street and North Wabasha Street. 3. The parking ramp commonly lrnown as the Robert Street Municipal Ramp located at the intersection ofNorth Robert Street and East Seventh Street. 4. The parking ramp commonly known as the River Centre Exhibit Hall Ramp located at 143 West Fourth Street. 5. The parking lot (Farmers Mazket) located at the intersection of East Fifth Street and Broadway Street. 6. The parking ramp to be constructed on the block bound by Seventh, Jackson, Ninth and Robert Streets in the City (the `Block 19 Parking Ramp"). ------------------ COMPARISON OF FOOTERS ------------------ -FOOTER 1- -FOOTER 2- Footer Discontinued -FOOTER 3- 2129662v1 First Amendment to Amended and Restated Pledge Agreement -FOOTER 4- 2129662v1 First Amendment to Amended and Restated Pledge Agreement T -FOOTER 5- 5 2129662v1 First Amendment to Amended and 2729662v1 A-1 First Amendment to Amended and Restated Pledge Agreement ,, . . 0� `loS Restated Piedge Agreement -FOOTER 6- 2129662v1 First Amendment to Amended and Restated Pledge Agreement F -FOOTER 7- A-1 2129662v1 First Amendment to Amended and Restated Pledge Agreement E This redlined draft, generated by CompareRite (TM) - The Instant Redliner, shows the differences between - original document : C:�DOCI7ME�I�BJS3504�I,OCALS�1\TEMP\19N9@04!.DOC and revised document: G:�DMS�BJS3504\19N9@OS!.DOC CompareRite found 5 change(s) in the text CompareRite found 0 change(s) in the notes Deletions appear as a Overstrike ^ Additions appear as Bo1d+Db1 Underline text 2129662v1 A-2 First Amendment to Amended and Restated Pledge Agreemen[