The URL can be used to link to this page

05-42Page 1 of 2 Council File # � �� — 7� Crreen Sheet # 3024879 L��.'��1117y�s��,l Presented By f O D F SAI1�T PAUL, MINNESOTA � � Refened To ' Committee: Date: RESOLLITION APPROVIIVG AND AUTHORIZING THE EXECUTION OF A SECOND AMENDED AND RESTATED PLEDGB AGREEMENT AND OTHER AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF PARKING REVENUE BONDS, SERiES 2005A �1A1_.l�i`7�I:T.Yi 1. The Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the "HRA") has heretofore adopted its Amended and Restated General Revenue Bond Resolution (the "Generai Bond Resolution") authorizing the issuance of Revenue Bonds of the FIRA to finance or refinance certain public parldng facilities. 2. The HRA proposes to issue its Parking Revenue Refunding Bonds, Series 2005A (the "Series 2005 Bonds") in a principal amount of up to $8,00,000 pursuant to the Generai Bond Resolution and a Fifth Supplemental Bond Resolution to provide funds to refund the Authority's outstanding Pazking Revenue Refunding Bonds, Series 1995A. 3. Pursuant to the terms of a proposed Second Amended and Restated Pledge Agreement (the "Pledge Agreement") among the City and the HRA, the City will pledge certain sums held in the Parking and Transit Pund to the fIlZA for the benefit of the holders of the Series 2005 Bonds and other Revenue Bonds heretofore issued pursuant to the General Bond Resolution. Pursuant to a Bond Purchase Agreement among the City, the HRA and Piper Jaffray & Co., the IIRA has agreed to sell the Series 2005 Bonds. Certain information regarding the City and HRA will be made available to the public pursuant to a Continuing Disclosure Undertaking. 4. The forms of the Pledge Agreement have been submitted to the City Council for approval and the IIRA has requested that the City Council approve and authorize the execution of the same. RESOLVED: 1. The City Council hereby approves and authorizes the Mayor, Director, Depaztment of Planning and Economic Development and Director, Office of Financial Services to execute the Pledge Agreement, Bond Purchase Agreement and Continuing Disclosure Undertaking in substantially the forms submitted. Any other documents, agreements and certificates necessary to the issuance of the Revenue Bonds by the HRA shall also be executed by the appropriate officers of the Clty. 2. The Mayor and Clerk and other officers of the City are authorized and directed to prepare and fitrnish certified copies of all proceedings and records of the City relating to the transaction described above, and such other affidavits and certificates as may be required to show the facts relating to the legality of the Pledge AgZeement as such facts appear from the books and records in the officers' custody and control or as � � � Page 2 of 2 otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore fumished, shali constitute representations of the City as to the truth of a11 statements contained therein. 3. The approval hereby given to the Pledge Agreement includes approval of such additional details therein and such modifications thereof, deletions therefrom and additions thereto as may be deemed necessary and appropriate and be approved by the City's staff, Ciry Attorney and Bond Counsel prior to their execution; said staff, City Attorney and Bond Counsel are hereby authorized to approve said changes on behalf of the City. The execurion of any instxwnent by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence of the Mayor, I7irectar, Aeparnnent of Planning and Economic Development and Director, Office of Financial Services, any of the documents authorized by this resolution to be executed may be executed any other appropriate officers. Adopted by the City Council of the City of Saint Paul, Minnesota this 17th day of January, 2005. Yeas Benanav Bos4om Harris Helgen Lantry Montgomery ✓ ✓ Requested by Department of: Nays A6sent �/ Office of Financial Services By: �� .�,.� ✓ Appzoved by Financial Services ✓ By � � � ✓ � Thune II i/ Adopte Adopfi� By: Approv By: Form Approved by City Attomey _. __ ... ... , � � V „/�� Green Sheet Green Sheet Green Sheef Green Sheet Green Sheet Green Sheet � �,".. „�.. � FS —F;u��;� s� Contad Person 8 Phone: Todd Fiuiiey 26&8�i7 Must 6e on CouneG Agenda by (Oafe): I-l9•2aoS 71.IAN-Q5 �► 7lssign Numbe� For Routing Order 0 1 2 3 4 5 Toql # of Signature Pages _(Clip All Lxations for Signature) Green Sheet NO: 3024879 ��.a., : _ .. . � - � .. � �, _ _ - '� � . � ��' � � .�i y � � �� Authorize the execution of a second amended and restated pledge agreement, in connection with the issuance of Pazking Refunding Bonds Series 2005A (Robert Sh�eet Ramp): itlations: A¢pro�e (A) or Reject (Rj: Personal Service Contraets MuStMSwerthe Following Questions: Pianning Commission L Has this person(firtn e�er worked under a contract for this department? CIB Committee � Yes No Cn,if Service Commission 2. Has this psrsoNfirtn s�er been a city employee? � Yes No 3. Does this persorJfircn possess a skill not namally possessed by any current city empfoyee? Yes No Explain atl yes answers on separate sfieet and attach to Qreen sheet initiating Problem, issues, Opportunity (Who, What, When, Where, Why): In late January 2005, the FIItA is scheduled to issue up to $8,OOQ000 in refunding bonds. The City needs to continue to pledge the Pazking and Transit fund to secure this debt through a pledge agreement. The FIItA authorized the sale of these boads on January 12, 2005 in resolution OS-01112-b. Advantages IfApproved: Refunding bonds can be issued, reducing the interest cost to the Ciry and HRA. Disadvantages H Approved: None. Disadvanfages HNotApproved: Refunding will not proceed. Total Amount of $�0000 Transaction: Fundinq Sovrce: Furtds 119 and 230 Fit�ancial information: , (Explain) CostlRevenue Budgeted: �( Activity Numher. January 91, 2005 2:56 PM Page 1 os- �a S��o� AMENDED AND RESTATED PLEDGB AGREEMENT by and beriveen the CTTY OF SAINT PAUL � t HOUSING AND REDEVELOPMENT AUTHORITX OF THE CTTY OF SAINT PAUL, MINNESOTA Relating to HOUSING ANA REDEVELOPMEN"T AUTHORTTY OF THE CTTY OF SAINT' PAUL, MINNESOTA EXI�IT HALL PARKIlVG RAMP 5UBORDINATED REVENUE NOTES, SERIES 1995 PARKING REVENUE AEFi7NDING BONDS, SERIES ZOOlA PARKING REVENUE BONDS, SERIES 2002A TAXABLE PARKII�iG REVEY3IJE BONDS, SERiES 2002B and PARKING REVBNCTE REFUNDING BONDS, SERIES 2004A Originaliy dated June 1,1995 Amended and Restated as of March l, 2001 First Amendment to Pledge Agreement dated as of May 1, 2002 Second Amended and Restated as of June 1, 20Q4 1633671d2 os y� TABLE OF CONTENTS ARTICLE I DEFINITIONS ................................................................. Section 1.1. Defined Terms ..................................................... Section 1.2. InterpretaYion ........................................................ Secrion 1.3. Additional Defined Terms ................................... Page .... 2 .... 2 .... 5 .... 5 ARTICLE II REPRESENTATIONS AND COVENANTS OF fiHE AUTHORITY ANA THE CITY .............................................................................................. 7 Secrion 2.1. Representations and Covenants of the Authority ................................. 7 Section 2.2. Representations and Covenants of the City ......................................... 8 ARTICLE III OBLIGATIONS O� THE AUTHORITY AND CITY .................................10 Section 3.1. Pazking and Transit Fund; Pledge of the Fine Revenue and MeterRevenue ...................................................................................10 Secrion 3.2. Pazking Enterprise Fund ....................................................................10 Section 33. Parking Revenue Bond Fund; Priority of Payment of Net Revenues ............................................................................................ 10 Section 3.4. Use of Funds in the Repair and Replacement Account .....................11 Section 3,5. Notice of Deficiency to City &om Authority ..................................... i l Section 3.6. Obligations Absolute ......................................................................... 11 Section 3.7. Excess Pazking Facility Net Revenues; Unpledged Monies .............. 12 Section 3.8. Fine and Meter Excess Net Revenues; Unpledged Monies ...............12 Section 3.9. Priority of Payment Excess Nert Revenue ..........................................13 ARTICLE N MI>SCELLANEOUS ................................................................. Section 4.1. Texm of Agreement ....................................................... Section 4.2. Amendment ................................................................... Section 43. Notices .......................................................................... Section 4.4. Governing Law ............................................................. Section4.5. Severability ................................................................... Section 4.6. Multiple Counterparts ................................................... Section Headings ....................................................................... Section 4.8. Limitation on Liability .................................................. Section 4.9. Rule of Conshuction ..................................................... Section 4.10. Third Party Beneficiary ................................................. Signatures ................................................................................................................ I � 11: .....................14 .....................14 .....................14 .....................14 .....................14 ..................... 14 .....................14 .....................14 .....................14 .....................15 .....................15 .................16-17 ]633671�2 1 aS- �f1 SECOND AMENDED AND RESTATED PLEDGE AGREBMENT 1TiIS SECOND AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of Aprii 1, 2004, by and between the CTfY OF SAINT PAITL, a municipal corporation organized under its city charter and the laws of the State of Minnesota (the "City"}, and the HOUSING AND REDEVELOPMENT AUTHORITY OF TT� CITY OF SAINT PAUL, MINNESOTA, a body corporate and politic organized under the laws of the State of Minnesota (the "Authority"). WF�REAS, the Authority has heretofore issued and ourrently has outstanding its (a) Parking Revenue Refunding Bonds, Series 1995A (the "Series 1995A Bonds") issued pursuant to the General Bond Resolution No. 95-6/14-1 adopted by the Authority on June 14, 1995 (the "General Bond Resolution") and its First Supplemental Bond Resolution No. 95-6/142 adopted by the Authority on 7une 14, 1995 (the "First Supplemental Bonds Resolution"}; (b) Exiubit Hall Parking Ramp Subordinated Revenue I3otes, Series 1995 (the "Subordinated Notes") issued pursuant to Subordinated Note Resolution No. 95-6/144 adopted by the Authorify on June 14, 1995 (the "Note Resolution); (c) Parking Revenue Refunding Bonds, Series 20Q1A. (the "Series 2001A Bonds"} issued pursuant to the General Bond Resolution and the T'hird Supplemental Bond Resolution No. Oi-2{28-OS adopted by the Authority on February 28, 2001 (the "Third Supplemental Bond Resolution") and (d) $14,295,000 Pazking Revenue Bonds (Block 19 Pazking Ramp), Series 2002A (the "Series 2Q02A Bonds") and $4,250,000 Taacable Pazking Revenue Bonds (Block 19 Pazking Ramp), Series 2402B (the "Series 2002B Bonds" and together with We Series 2002A Bottds, the "Block 19 Bonds"} issued pursuant to the General Bond Resolurion and the Fourth Supplemental Bond Resolution No. 02-5/8-4 adopted by the Authority on May 8, 2002 (the "Fourth Supplemental Bond Resolution"); WT�EREAS, simultaneously with the execution and delivery of this Agreement, the Authority has issued, pursuant to the General Bond Resolufion and Supplemental Bond Resolution No. , adopted on , 2004 (the "Fifth Supplemental Bond Resolution") its Pazking Revenue Refixuding Bonds, Series 2004A (the "Series 2004A Bonds") to refund tke outstanding Series 1995A Bonds (the "Refunded Bonds"); WHEREAS, to enhance the marketability of the Series 2004A Bonds and to reflect changes made in the City's and the Authority's accounting practices, including the fact that the Authority has established a Pazking Enterprise Fund into which all revenues of certain pazking facilities of the Authority are deposited, it is necessary that this Second Amended and Restated Pledge Agreement be executed. NOW, TF�REFORE, in consideration of the prexnises and mutual covenants hereinafter set forth, the parties hereto do hereby agree as folfows: 1633671YL os- �} ARTICLE I DEFINITIONS Section i.i. Defined Terms. In addition to terms defined elsewhere in this Amended and Restated Pledge Agreement, terms not defrned herein shall have tfie meaning gjven them in the General Bond Resolution, any Supplementai Bond Resolution, or the Note Resolution, unless fhe context or use thereof clearly requires another meaning. Tn the event of a conflict between the General Bond Resolution, any Supplemental Bond Resolution, and the Note Resolution, the definition in the Getteral Bond Resolution shall control. In addition the following defined terxns shall have the following meanings: "Additional Bonds" means Revenue Bonds, other than the Bonds; "Block 19 Parldng Raznp" means the Aufhority's public pazking ramp Iocated on the block bounded by Seventh, Jackson, Ninth and Robert Streets in the City referred to as the Block 19 Parldng Ramp; "Bonds" means collectively the Series 2002A Bonds, the Series 2002B Bonds, fhe Series 2001A Bonds and the Series 2004A Bonds; "Bond Closing" means the date of initial delivery of and payment for the Bonds by the Purchaser thereof; "Bond Fund" or "Pazking Revenue Bond Fund" means the fund by that name created by Secfion 5-2 of the General Bond Resolution; "Bond Resolution" means collectively the General Bond Resolution, the Third Supplemental Resolution, the Fourth Supplemental Resolution, and the Fifth Supplemental Associarion; "Bond Yeaz" means each tweiv�month calendaz period ending on June 1 of each yeaz, provided that the first Bond Year shall begin on the date of Bond Closing and sha11 end on June i of the subsequent year; "Current Expenses" means the reasonable and necessary costs of administering, operating, maintaining, repairing, and insuring fhe Pazking Facilities, reasonable and necessary salaries, wages, costs of materials and supplies, legal, engineering and auditing services relating to the Pazloug Facilities, and all other items which, by generally accepted govemmental accounting practices constitute normal, zeasonable and current costs of operation and maintenance of the Parking Facilities, but excluding any ailowance for depreciation, extraordinazy repairs and payments iato the Debt Service Account, Reserve Account and Repair and Replacement Account and eacciudmg ali Collection Costs of Fine Revenue and Meter Revenue; "Debt Service Account" means the account by that name created within the Pazking Revenue Bond Fund pursuant to Section 5-2(B) of the General Bond Resolution; 1633671v2 2. as- �� "Fine Revenue" means all pazldng fines received by the City in an amount not to exceed $1,0OO,OdO in any Fiscal Xear; "Fiscal Yeaz" means the iwelve monfh period beginning on January 1 of each yeaz and ending on December 31 of the same year; "Creneral Account" means the account by that name created witkun the Fazking and Transit Fund; "General Bond Resolution" meaas Resolution No. 95-6/14-1 of the Authority and all amendments thereto, pursuant to which the Pazking Revenue Bond Fund has been established and basic authority has been provided for the issuauce of certain Revenue Bonds, inciuding the Bonds, and for the payment thereof solely from sums pledged to the Parking Revenue Bond Fund; "Gross Revenues" means all Parldng Facility Revenue, Pine Revenue and Meter Revenue; "7nterest Payment Date" means February 1 and August 1 of each yeaz; "Management Agreement" means any agreement entered into by the Authority with a third pariy pursuant to wfiich such third party manages any of the Parking Faciliries; "Meter Revenue" means all moneys received by the City from the City's pazking meters in an amount not to exceed $1,000,000 in any Fiscal Year; "Net Revenues" means Gross Revenues in excess of Current Expenses; '"Note Resolution" means Subordinated Note Resolution No. 95-6/14-4 adopted by the Authority on June 14, 1995; "Pazking and Transit Fund" means the fixnd by that nazne held and inaintained by the City into which, among other things, all Fine Revenue and Meter Revenue is deposited. "Pazking Enterprise Fund" means the fund by that name held and maintained by the Authoriiy into which, among other things, aii Parking Facility Revenue is deposited; "Puldng Faci&ties" means the pazking ramps described on Exhibit A attached hereto; "Pazking Facility Excess Net Revenues" shall have the meaning given such term in Secrion 3.7 hereof; "Pazldug Facility Net Revenue" means Parking Facility Revenue less Current E7cpenses; "Pazldng Faei&fy Revenue" means all amounts received by the Authority from the parking operarions of the Pazking Facilities, including (a) all pazking £ees, and (b) any fees paid to the Authority under any Mauagement Agreement for any of the Parking Facilities; 1633671V2 o s- ya "Person" means any natural person, corporarion, paztnership, jaint venture, firm, association, trust, utuncoiporated organization, govemment or governmentat agency or pofitical subdivision or any other entity, whether acting in an individual, fiduciary or other capacity; "Pledged Net Revenues" means any and all Net Revenues which aze required by this Pledge Agreement or the General Resolntion to be deposited into the Debt Service Account, Repair and Replacearent Account, or Reserve Account of the Pazking Revenue Bond Fund or the General Account of the Pazkiug and Transit Rund; "Repair and Replacement AccounY` means the account of that nazne created wifluu the Parldng Revenue Bond Fund pursuant to the General Bond Resolution and Section 33 hereof; "Reserve Account" means the account of that name created with the Pazking Revenue Bond Fund pursuant to Section 5-2{c) of the General Bond Resoludon; "Revenue Bonds" meaas all revenue bonds issued on a parity of lien pursuant to the Generai 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 1995A Bonds" means the Authority's Pazking Revenue Refundiug Bonds, Series 1995A; 2001A; "Series 2001A Bonds" means the Autharity's Pazking Revenue Refunding Bonds, Series "Series 2002A Bonds" means the Authority's Parldng Revenue Bonds, Series 2002A (Biock 19 Parking Rampj; "Series 2002B Bonds" means the Authority's Tasable Parking Revenue Bonds, Series 2002B (Block 19 Parking Ramp); 200AA; "Series 2004A Bonds" means the Authority's Pazking Revenue Refunding Bonds, Serles "Subordinated Notes" means the Exhibit Hall Pazking Revenue Subordinated Notes, Series 1995, issued pursuant to tfie Note Resolution; "Supplementai Bond Resolution" shall have the meaning given such term in the General Bond Resolution; "2001 Credit Provider" means Finance Security Assurance, Inc.; "2002 Credit Provider" means Financial Security Assurance, Inc.; "2004 Credit Provider" means Financial5ecurity Assurance, Inc.; and "Unpledged Monies" has the meacring given such Yerm in Sections 3.7 and 3.8 hereof. 1633671v2 Q os- ya Secrion 1.2. Interpretation. The following principles govem the intexpretation of other words and phrases useri in tUis Agreement: (a) Ar[icles, sections, paragraphs and cZauses mentioned by number only are those so numbezed wfiich are contained in tlus Agreement; (b) Captions, titles or headings preceding any atEicie or section herein, in any fable of contents or index attached herefo, aze solely for convenience of reference and are not part of this Agreement and shall not affect ifs meaning, construction or effect. (c) Terms such as herean, hereunder, hereby, hereto, and hereof, and other words of similar i�tport, refer to this Agreement as a whole and not to any particulaz Article, Section or subdivision unless the conYext clearly indicates otherwise; (d) "Heretofore" and "hereafter" mean before and after the date of execurion and delivery of this Agreement; (e) Words importing the masculine gender incIude the feminine and neuter gender; (� Words importing persons include frrms, associations, corporations and other entities; (g) Unless the context clearly requires otherwise, words importing the singular number include the plural number and visa versa; (h) All references in this Agreement to designated "articles," "sections," and other subdivisions aze to the designated articles, sections and other subdivisions of this Agreement; and (i) All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generaily accepted accounting principles and all computations provided for herein shall be made in accordance with generally accepted accounting pririciples. Secrion 1.3. Additional Defined Terms. The following defined terms used in Section 3.7 hereof shall have the following meanings: "Collecfion Costs of Fine and Meter Revenue" means the reasonable and necessary costs of administering, operating, maintaining, repairing, and insuring Fine and Meter Facitities including, but not limited to, salaries, wages, costs of materials and supplies, legal, engineering and auditing services relating to the Fine and Meter Facilities, including intemal staff time of the Authoriry allocable to such costs, and all other items which, by generaily accepted governmental accounting practices consfitute normal, reasonable and current costs of operation and maintenance of the Fine and Meter Facilities, but excluding any allowance for depreciafion or de6t service; 1633671v2 oS- y1 "Excess Fine and Meter Revenne" means Total Pine and Meter Revenue less Collection Costs of Fine and Meter Revenue; `Bxoess I3et Revenue° means Parking Facility Excess Net Revenue, plus SurpTus Fine and Meter Revenue, less Collection Costs of Fine and Ivleter Revenue, less any Excess Fine and Meter Revenue; "E�ibit Hall Ramp" means the Authority's public pazking ramp located at 143 West Fourth Street in the City commonly referred to as the RiverCentre Exhibit Hall Pazking Ramp; "Fine and Meter Faciliries" means all paddng meters and any other property of the Aufhority or Ciiy that generates Tota1 Fine and Meter Revenue; "Surplus Fine and Meter Revenue" means Surplus Fine Revenue plus Surplus Meter Revenue; "SurpIus Pine Revenue" means all pazking fines received by the City in any Fiscal Year itt excess of$1,000,000; "Surpius Meter Revenue° means all revenues received by the City in any Fiscal Year from its parking meters in excess of $1,000,000; "Total Fine and Meter Revenue" means ali parking fines received by the City in any Fiscal Year and a11 money received by the City from pazking meters in any Fiscal Year. 1633671v2 () OS- �f a- ARTICLE II REPRESEN'FATIONS AND COVENANTS OF TI� AUTHORITY AND TIIIE CTTY Section 2.1. Represeatarions and Covenants of the Authoritv. The Authority hereby represents that: (a) Organization. Standing, et cetera It is a body corporate and politic duly organized and validly e�sting under the laws of the State of Miunesota and has all requisite corporate power and autbority to cany on its business as now conducted, to enter into this Agreement, to pledge the Net Revenues to secure the payment of the Bonds under the Bond Resolution, to pledge the Excess Net Revenues to the paym ent of the Subordinated Notes under the Note Resolution and to perform all of its obligations under Chis Agreement, the Bond Resolution, the Bonds, the Note Resolution and the Subordinated Notes. (b) Validitv. Tfiis Agreement, the Bonds, when issued, the Bond Resolution, the Subordinated Notes, when issued, and the Note Resolution constitute legal, valid and binding obligarions of the Authority, enforceable in accordance with their respective terms, subject to limitations as to enforceability which might result from banlauptcy, insolvency or other similaz laws affecring creditors' rights generally. The execution, delivery and performance by the Authority of this Agreement, the Boad Resolution and the Note Resolution are within its corporate powers, haue been duly authorized by all necessary corporate acrion, do not and will not contrauene or conflict with any provisian of its bylaws or any resolutions previously adopted by it, and not superseded by a subsequent resolution, and will not result in the breach of, or constitute a default under, any other agreement or insirument to wluch the Authority is party or by which it or its property may be bound. (c) Compliance with Law. No consent, approval, authorization of, or registration, declaration or filing with, any govemmental authority is required on the part of the Authority in connectiott with the issuance of the Bonds or the Subordruafed Notes, and the execution and defivery of this Agreement, the Bond Resolution and the Note ResoIution or the performance of or compliance with fhe terms, provisions or conditions hereof and thereof, except for consents and approvals which have been obtained. (d) Litieation. There is no action, proceeding or investigation pending or threatened, which questions the validity of the Bonds, the Subordinated Notes, this Agreement, the Bond Resolution, the Nate Resolution, or any action taken or to be taken pursuant hereto or thereto, or which might, in any case or in the aggregate, have a material adverse effect on the $onds, the Subordinated Notes, Net Revenues, this Agreement, the Bond Resolution or the Note Resolution. (e) Pazldne Enterprise Fund: Parking Revenue Bond Fund Pazking Facilitv Revenues. The Authority represents and covenants that it has created the Pazking Enterprise Fund and Parking Revenue Bond Fund as separate accounts of the Authority and that it shall continue to maintain the Pazking Enterprise Fund and Pazking Revenue Bond Fund duriug the period that the Revenue Bonds remain Outstanding in accordance with the provisions of this Pledge Agreement. The Authority shall deposit in the Parldng Enterprise Fund, immediately 16336AvZ DS- �/a- upon receipt by the Authority, any and all Pazking Facility Revenue received by the Aufhority, excluding any net proceeds which are required by fhe General Bond Resolution to be deposited in the Properiy Jnsurance and Awazd Account of fhe Parldng Revenue Bond Fund. (fl Pledee. The Authority has validly pledged its right, title and interest in the Pazking Facility Net Revenue to secure payment of the Bonds and the Subordinated Notes. Except For the pledge herein, there aze no other pledges or assignments hy Yhe Authority of its right, title and interest in the Pazldttg Facility Net Revenue which aze superior or on a parity with the pledge herein. (g) Negative Covenant. The Authority will not pledge, assign or grant any interest in Parlang Facility Net Revenue except pursuant to this Pledge Agreement or any amendment or supplement hereto to secure the Bonds or any other Revenue Bonds; provided that the City may pledge any Unpledged Monies if such pledge is subordinate to the piedge given by the Authority pursuant to tfiis Agreement. (h) Comnletion of Eachibit Hall RamQ. The Authority hereby represents that it has paid all costs of acquisition and construction of the Exhibit Hail Ramp. {i) Completion of Block 19 Parkine Ramp. The Authority hereby represents that it shall pay all costs of acquisirion and conshucrion of the Block 19 Pazking Ramp. Section 2.2. Renresentations and Covenants of the Citv. The City hereby represents that: (a) Oreanization. Staudin2, et cetera. It is a municipal corporation organized and validly e�sting under its cfiarter and the laws of the State of Minnesota and has requisite corparate power and authority to cany on its business as now conducted, to enter into this Agreement, to pledge Meter Revenue and Fine Revenue to secure the payment of the Bonds, and to perform alI of its obligations under this Ageement. (b) V_alidi�. This Agreement constitutes a legal, valid and binding obligation of the City, enforceable in accordance with its terms, subject to limitations as to enforceability which might result from bankruptcy, insoivency or other sunilaz laws affecting creditors' rights generally. The execution, delivery and performance by the City of this Agreement, are within its corporate powers, have been duly authorized by all necessary corporate action, do not and will not contravene or conflict with any provision of its charter ot any resolutions previously adopted by it, and not superseded by a subsequent resolution, and will not result in fhe breach of or constitute a defaulf under any other agreement or inshvment to which it is party or by wIuch it or its properiy may be bound. (c) Compliance with Law. No consent, approval, authorizarion of, or regisfraHon, declarafion ar filing with, any govemmentai authority is required on tlze part of the City in connection with the execution and delivery of this Agreement, or the performance of or compliance with the terms, provisions or conditions hereof and thereo£, except for consents and approvais which have been obtained. 163367IW2 DS- ya (d) Liti�ation. There is no action, proceeding or investigarion pending or threatened which quesfions the validity of this Agreement, or any action taken or to be taken pursuant hereto or thereto, or which might, either in any case, or in the aggegate, have a material adverse effect on the Bonds, the Subordinated Notes, Net Revenues, this Agreement, the Note Resolution, or the Bond Resolution. (e) Pazkine and Transit Fund. The City represents and covenants that it has created the Pazking and Ttansit Fund as a separate account of tha City and that it shall continue to maintain fhe Pazldng and Transit Fund during the period that the Revenue Bonds remain Outstanding in accordance with the provisaons of flus Pledge Agreement. The City will deposit the first $1,OQ0,000 of Fine Revenue and the fust $1,000,000 of Meter Revenue received each calendaz year in the General Account of the Parking and 1'ransit Fund. (� Pledge. The City hereby pledges its right, title and interest in the Fine Revemxe and Meter Revenue to secure payxnent of the Bonds and Subordinated Notes. Except for any pledge of Unpledged Monies as permitted by subparagraph (g) hereof, and except as provided herein, there aze no pledges or assignments by the City of its right, title and interest in the Fine Revenue and Meter Revenue which aze superior or on a parity with the pledge herein. (g) Alegarive Covenant. The City will not pledge, assign or gant any interest in Fine Revenue or Meter Revenue, eiccept pursuant to this Pledge Agreement or any amendment or supplement hereto to secure the Bonds or any other Revenue Bonds; {provided that the City may pledge any i7npledged Monies if such ptedge is subordinate to the pledge given by the City pursnant to Chis Agreement to restore any deficiency in the Debt Service Account, the Reserve Account and Repair and Replacement Accounx] {h) Purpose of A eement. The City has executed this Agreement to aid in financing a Project and pursuant to Mumesota Statutes, Section 469.41 and the City Charter, and other applicable laws, this Agreement shalf be conclusively deemed to have been executed and delivered for that purpose. (i) Additional Bonds. The City acknowledges that the Authority has the right under the General Bond Resolution to issue Additional Bonds upon the tezms and conditions set forth in the General Bond Resolution, and that one of the requirements to the issuance of such Additional Bonds is that the City and the Authority execute an amendment or supplement to this Pledge Agreement to provide for the payment to the Authority of Fine Revenue and Meter Revenue on a parity of lien in an amownt sufficient to pay the principal and interest on such Additional Bonds as the same become due, and, if and to the extent necessary, to fund the Reserve Requirement for such Additional Bonds. 1633671v2 9 D S- �/a- ARTICLE IlT OBLIGATIONS OF THE AUTHORITY AND CTTY Section 3.1. PazkinQ and Transit Fund: Pledge of the Fine Revenue and Meter ILevenue. (The City hereby covenants and agrees to deposit in the General Acconnt of the Parking and Transit k�nd, upon receipt, the F1ne Revenne and Meter Reveaue, and hereby piedges and appropriafes such sams to the General Account of the Parking and Transit Fand.] The City covenants that it will exercise such reasonable measures as may be within its powers to collect Pine Revenue and Meter Revenue. It is hereby acknowledged by the City and the Authority that the City does not control the amounts of pazking violation fines. Notlung in this Section 3.1 shall impose on the City any obligation to set parking meter rates and chazges at any specific level, nor preclude the G`ity from changing or reduc3ng pazking meter rates and charges at any time in its sole and absolute discretion. The City shall transfer to the Authority from the General Account of the Parking and Transit Fund, from Fine Revenue or Meter Revenue on deposit therein, promptly upon notice from the Authority, the amount required by Section 3.5 hereof. Section 3.2. PazldnQ Enterprise Fund. The Authority hereby agrees Co deposit, upon receipt, all Parking Facility Revenue into the Pazking Enterprise Fund. From the Parking Facility Revenues deposiYed in the Pazidng Enterprise Fund there shall first be paid Current Expenses to the extent such Current Expenses have not already been paid by any manager of any Pazking FaciIities under the terms of a Management Agreement. Any Parking Facility Revenues remaining after the payment of Current Expenses constitute Pazking Facility Net Revenues and are hereby inevocably pledged and appropriated by the Authority for the purposes set forth in Section 33 hereof. Section 33. Pazkin� Revenue Bond Fund• Prioritv of Pavment of Net Revenues. The Authority has also heretofore created, pursuant to the General Bond Resolution, the Parking Revenue Bond Fund with the following accounts: (1) a Capital Account; (2} . a Debt Seivice Account; (3) a Reserve Account; (4) a Repair and Replacement Account; (5) an Excess Earnings Account; and (6) a Property Tnsurance and Award Account. The Authority will transfer Net Revenues held in the Parking Enterprise Fund to the following accounts in the Pazking Revenue Bond Fund at the times and in the amounts, and in the following order ofpriority: 1633671s2 l� os - ��- {1) To the Debt Service Account, at least 10 Business Days before each Interest Payment Date, Pazking Facility Net Revenue in an amount sufficient to pay aII of the interest and principal due on the Revenue Bonds on the next Interest Payment Date. (2) To the Reserve Account, commencing on the j5�'] day of the montk following any transfer of moneys firom the Reserve Account to the Debt Service Account, Pazking Facility Net Revenue in an amount sufficient to restore the Reserve Account to the Reserve Requirement. (3} To the Repair and Replaoement Account on December 30 in each year from 2004 through 2029, Parking Facility Net Reveaues in the amount of $236,000 (the "Replacement Reserve Requiremenf"). The Authority shall transfer to the Repair and Repiacement Account, in addition to the foregoing, such addirional Parldng Facility Net Revenues as may be required to pay all repair and replacement costs contemplated by the budget for a Fiscal Yeaz, to the extent the aznounts on deposit in the Repair and Replacement Account are insufficient. Any PazIdng Facility Net Revenues in excess of the amounts required to be transferred pursuant to clauses (1) through (3) above shall be held in the Pazldng Enterprise Ftmd and applied in accordance with the provisions of Section 3.7 hereof. Secrion 3.4. Use of Funds in the Repaiz and Renlacement Account. The Repair and Replacement Account has been established as a separate special account within the Parldng Revenue Bond Fund and the Parking Enterprise Fund. Monies in this accounY shall be disbursed by the Authority solely to fivance Improvements; provided that the Authority shall transfer monies in the Repair and Replacement Account to the Debt Service Account in the event, on any Interest Payment Date, sums in the Debt Service Account and Reserve Account are not sufficient ta pay the principat or interesf due on the Bonds on such date. Section 3.5. Notice of Deficiencv to City from Authoritv. If at least 10 Business Days before each Interest Payment Date, Pazlciug Facility Net Revenues in the Debt 3ervice Account, Reserve Account and Repair and Replacement Account aze not sufficient to pay all of the interest and principai due on the Revenue Bonds on the next Interest Payment Date, the City will immediately iransfer to the Authority, for deposit in the Debt Service Account, the asnount of the deficiency but not more than the amount of Fine Revenue and Meter Revenue then held in the General Account of the Pazking and Transit Fund. The City also agrees to h�ansfer to the Authority for deposit to the Reserve Account or Repair and Replacement Account, as the case may be, any Fine Revenue and Meter Revenue then on deposit in the General Account in the event the Paxking Facility Net Revenues are insufficient to make the deposits required in 33(2) or (3j above. Section 3.6. Oblie,ations Absolute. Sub}ect to the limitations contained in Secrion 4.8, the obligarions of the Authority and City hereunder shall be absolute, unconditional and irrevocabie, and sha11 not be subject to any right of set off or counterclaim and shall be paid or performed sfrictly in accordance with the terms of the Bonds or Yhis Agreement, as appropriate, under alt circumstances whatsoever, including, without limitation, the following circumstances: 1633671JL ],l os- �a (a) Any lack of validity or enforceability of any of the Bonds, the Subordinated Notes, the Bond Resolution, or the Note Resolution; (h) any amendment or waiver of any provision of the Bond Resolution or Nate Resalution; (c) the existence of any claim, setoff, defense or other rights which the Authority or the City may have at any time against each other or any Bondholder, any holder of the Subordinated Notes, or any other Person whether in connection with this Agreement, the Bond Resolufion or any transaction contemplated thereby or any unrelated transaction. Section 3.7. Bxcess Pazkine Facilitv Net Revenues: Unroled�ed Monies. Any Pazking Facility Revenues in excess of fhe aznounts which aze required under Section 3.3 of tlus Pledge Agreement to be deposited 'an the Debt Service Account, Reserve Account, ar the Repair and Iteplacement Account shall be held in the Pazldng Enterprise Fund. The Authority agrees (a) to deposit on an Interest Payment Date any Pazking Facility Nat Revenues on deposit in the Parking Enterprise Fund in the Debt Service Account to pay principal and interest due on the Bonds in the evenf the monies in the Pazldng Facil3ty Debt Service Account, Reserve Account, and Repair and Replacement Account aze insufficient to make the payments due on said Interest Payment Date, (b) on any date to deposit in the Reserve Account, any Net Revenues necessary to mainfain the Reserve Account at the Reserve Requirexnent, and (c) on December 30 of each yeaz, W transfer to the Repair and Repiacement Account any Pazking Facility Net Revenue necessazy to make the transfers required by Section 3.3(3) hereof, and on any other date, to transfer to the Repair and Replacement Account, any sums necessary to pay the costs of Improvements fo the extent funds on deposit in the Repair and Replacement Account are insuf&cient. The Authority hereby irrevocably pledges and appropriates said sums for such purposes. Any sums in the Paridng Enterprise Fund in excess of the amounts required to make any trans£ers then required to be made plus, wifhout duplicafion, amounts necessary to pay all interest to become due on all Outstanding Revenue Bonds for the next 6 months and one half of all pzincipal to become due on all Outstandiug Revenue Bonds in the next 12 months consritute "Excess Parking Facility Net Revenues" and, after making the transfers required in Secfion 3.9 hereof, may be transfened out of the Parking Enterprise Fund and appropriated to another fund or used by the City or Authority for any proper corparate purpose; and shall, upon transfer, together with interest eamings on the Parking Enterprise Fund, constitute "Unpledged Monies" free from any lien ar pledge created by tIus Agreement. Notwithstanding anything herein to the contrary, any Net Proceeds received on the sale or other disposition of any Pazlaug FaciliEies which are deposited in the Parldug Enterprise Fund pursuant to Section 4-1(E) of the General Resolution shall be iransferred out only at the written direction of the Executive Director of the Authority. Section 3.8. Fine and MeCer Excess Net Revenues: Unpled�ed Monies. Any Fine Revenue and Meter Revenue in excess of the amounts whicfi aze required under Section 3.3 of this Pledge Agreement to be deposited in the Debt Service Account, Reserve Account, or the Repair and Replacement Account shall be held m the General Account of the Pazidng and Transit Fund. The City agrees (a) to deposit on an Interest Payment Date any Fine Revenue and Meter Revenue on deposit in the General Account of the Pazking Enterprise Fund in the Debt Service Account to pay principal and interest due on the Bonds in the event the Fazking Facility Net Revenue in the Parking Enterprise Fund or in the Debt Service Account, Reserve Account, 1633671WL IZ os- � �- and Repair and Replacement Account of the Pazking Revenue Bond Fund aze insufficient to make the payments due on said Interest Payment Date, (b) on any date to deposit in the Reserve Account, any Fine Revenue or Meter Revenue on deposit in the General Account necessary to maintaan fhe Reserve Account at the Reserve Requirement, and (c) on December 30 of each yeaz, to transfer to the Regair and Replacement Account any Fine ltevenue or Mefer Revenue on deposit in the General Account necessary to make the transfers required by Section 3.3(3) hereof, and on any other date, to transfer to the Repair and RepIacement Account, any Fine Revenue or Meter Revenue aecessary to pay the cosfs of Improvements to the extent funds on deposit in the Repair and Replacement Account aze insufficient. The City hereby irrevocably pledges and appropriates said sums for such purposes but only to the extent thaf there are insufficient Parking Facility Net Revenues to meet the above requirements. tlny sutns in the General Account of the Parking Bnteiprise Fund in excess of the amounts required to make any transfers then requised to be made plus, without duplication, amounfs which, together with Pazking Facility Net Revenues held in the Parking Enterprise Fund pursuant to Section 3.7 hereof, aze necessary to pay all interest to become due on all Outstanding Revenue Bonds for the next 6 months and one half of all principal to become due on all Outstanding Revenue Bonds in the n�t 12 months, consritute "Fine and Meter Excess Net Revenues" and, after making the iransfers required in Section 3.9 hereof, may be transferred out of the General Account of the Parking and Transit Fund and appropriated to another fund or used by the City or Authority for any proper corporate purpose; and shall, upon transfer, together with interest eanungs on the Parking and Transit Fund, constitute "Unpledged Monies" free from any lien or pledge created by ttus Agreement. Section 3.9. Priority of Pa�ment Excess Net Revenue. The City agrees and pledges to pay Excess Fine and Meter Revenues to the Authority on or prior to Februazy 1 of each yeaz, aommencing Febnzary 1, 1946 and continuing through February 1, 2017, to pay principal and interest on the Subordinated Notes but only to Che extent the Excess Parking Facility Net Revenues on deposit in the Pazldng Enterprise Fhnd aze insuf&eient. i633671i2 13 os- �a ARTICLE IV MISCELLANEOUS Section 4.1. Term of A¢reement. This Agreement shall be valid and enforceable from the date of execution and delivery hereof unril tfie date on which all of the Bonds and the Subordinated Notes have been paid in fixil. On such date, the Authority shall deliver to the City any instrvment requested by the City indicating that the Bonds and ffie Subordinated Notes have been paid in full or discharged. Section 4.2. Amendment. This Agreement may be amended in accordance with the provisions of Section 7.1 and 7.2 of the T1urd Supplemental Bond Resolurion, Fourth Supplemental Bond Resolution and Fifth Supplemenfal Bond Resolution oniy by an instrument in writing executed by the duly authorized representatives of the City and the Authority. Section 4.3. Notices. All notices and other communications provided for hereunder sha11 be in writing and addressed to each parCy at the address set out under that pariy's signature hereto, or as to each party at such other address as shali be designated by such party in a written notice to the other parties. All notices shall be deemed to have been duly given when transmitted by telecopier or personally delivered or, in the case of mailed notice, five days after deposited in the mails with sufficient postage affixed thereto, in each case addressed as aforesaid. Section 4.4. GoveminQ Law. TYus Agreexnent shall be governed by, and construed in accordance wath, the law of the State of Minnesota. Section 4.5. Severabilitv. If any provision of flus Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the rexnaining portions shall not an any way be affected or impaired. If any covenant, stipulation, obligation or agreement of the City or the Authority contained in this Agreement is held to be in violation of law, then such covenant, stipulation, obligation or agreement shall be deemed to be the covenant, stipulation, obligation or agreement of the City or the Authority, as the case may be, to the full extent pemutted by law. Section 4.6. Multiple Countemarts. This Agreement may be simultaneously executed in multiple countexparts, all of wluch st�a11 constitute one and the same instrument and each of which shall be, and shatl be deemed to be, an original. Section4.7. Headittes. Section headings in this Agreement aze included herein far convenience of reference only and shall not constitute a pazt af this Agreement for any other purpose. Sectian 4.8. Limitarion on Liabifitv. Notwithstanding anything to the contrary, in tfiis Agreement or otherwise, the City's and the Authority's obligations under this Agreement, the Bond Resolution and Note Resolution shall be payable solely from the Piedged Net Revenues, Pledged Funds and Excess Net Revenues, respectively, and the Authority shall not have recourse to any other assets of the City. I3othing herein shall preclude a proper pariy in interest from seeking and obtaiiung specific performance against the City or the Authority for failure to comply with any term, condition, covenant or agreement herei.r or in the Bond Resolution or 163367td2 1'-� OS-'��- Note Resolution; provided that no cost, expenses or other monetary relief shall be recoverable from the City or the Authority. Section 4.9. Rule of Conshucrion. In the event there is a conflict between any provision of tlus Agreement and a provision in the General Bond Resolution, any Supplementa.l Bond Resolution or the Note Resolution, the provision in this Agreement shall control and supersede the provision in the General Bond Resolution, any Supplemental Bond Resolution or the Note Resolution to the extent of the ittconsistency; provided tfiat with respect to any disposirion of Net Proceeds, the terms of the General Bond Resolution shall control. Section 4.10. Third Pariv Benefic�. The 2001 Credit Provider, the 2002 Credit Provider and the 2004 Credit Provider shall be third party beneficiaries to this Agreement. 1633671✓1 15 os- �� IN WITNESS VTFiEREOF, tfie City and the Authority have caused this Agreement to be duly executed by their duly authorized officers as of the date first written hereinabove. HOUSII�tG AND REDEVELOPMENT AUTHORITY OF TE� CPI'Y OF SAINT PAUL, MINNESOTA Approved as to form: Chair or Commissioner Assistant City Attorney By Executive Director Director, Office of Financial Services Notice Address: 25 West Fourth Street Saint Paul, Minnesota 55102 Attention: Executive Director Telecopier No.: (651) 228-3261 HI2A Signature Page to Second Amended and Restated Pledge Agreement dated June 1, 2004. 1633671OL �6 bs-�fa CTTY OF SAINT PAUL Approved as to form: By Mayor Assistant City Attomey Airector, Department of Planniug and Economic Development Countersigned: And By Dir�tor, Office of Financial Services Notice Address: City Hall Saint Paul, NIlV 55102 Attn: Treasurer Telecopier Number: (651) 266-8840 Signature Page to Second Amended and Restated Pledge Agreement dated June 1, 2004. 1633671�L 1`�