95-382.A��� D� 'p Council File #
� � � " � � � � RESOLUTTON S creen Sheet tt
_ CIT.��F SAINTIP�UL. MINNESOTA
Pzesented By
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Commi
RESOLUTION OF THE CITY COUIZCIL
OF THE CITY OF SAINT PAIIL
AUTHORI2ING 'i'HE E%ECIITION AND DELIVERY OF
A FIRST AMENDMENT TO JOINT PLEDGE AGREEMENT
IN CONNECTION WITH THE ISSUANCE BY THE
6 HOUSING AND REDEVELOPMENT AUTHORITY OF THE
7 CITY OF SAINT PAUL� MINNESOTA, OF ITS SALES TAX
g REVENUE REFIINDING BONDS
9 (CIV2C CENTER PROJECT)� SERIES 1996
10 AND AUTAORZZING OTHER ACTIONS ZN COKNECTIOrI THEREWITH
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WHEREAS:
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A. Laws of Minnesota for 1993, Chapter 375, Article 9,
Section 46 (the "Special Act"), authorizes the City of Saint Paul,
Minnesota (the "City), to impose by resolution of its City Council
an_ additional sales tax oP up to one-ha1P of one percent (0.50) on
sales transactions taxable pursuant to Minnesota Statutes, Chapter
297A, that occur within the City {the "Sa1es Tax"); and
B. Pursuant to the Special Act, the City Council adopted a
resolution approving the Special Act and declaring its intent to
exercise the authority under the Special Act and adopted
resolutions imposing the Sales Tax; and
C. Under the Special Act the City is authori2ed to use the
net proceeds of the Sales Tax to pay for certain projects,
including all or a portion of the capital expenses of construction,
equipment and acquisition costs for the expansion and remodeling of
the Saint Pau1 Civic Center complex (the "Civic Center Costs"); and
D. Pursuant to Minnesota Statutes, Sections 469.001 through
469.047 (the "HRA Act"), and its predecessor statutes, The Housing
and Redevelopment Authority of the City of Saint Paul, Minnesota
(the "HRA"), adopted a Redevelopment Plan Seventh Place
Redevelopment Project (the "Redevelopment Plan"); and under the HRA
Act and the Redevelopment Plan, the HRA may issue revenue bonds to
finance the Civic Center Costs; and pursuant to the Special Act,
the HRA Act and the qeneral powers granted to the City under its
City Charter, the City may (i) contribute the net proceeds of the
Sales Tax to the payment of debt service on such HRA bonds, and
(ii) enter into an agreement with the HRA extending over any period
and pledginq to the payment of such HRA bonds, including interest
thereon, the Sales Tax and net revenues derived from the Saint Paul
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Civic Center complex; and
E. The HRA previously issued its Sales Tax Revenue Bonds
(Civic Center Project), Series 1993 (the "Prior Bonds") in the
aggregate principal amount of $65,000,000 pursuant to an Indenture
of Trust dated as of November 1, 1993 (the "Indenture"), between
the HRA and Norwest Bank Minnesota, National Association (the
"Prior Trustee"}, to finance Civic Center Costs; and
F. The Prior Bonds are secured by the Prior Indenture and by
a Soint Pledge Agreement dated as of November l, 1993 (the "Pledge
Agreement") , by and among the HRA, City, Prior Trustee and the
Civic Center Authority of the City of Saint Paul (the "Civic Center
Authority"), under which Sales Tax Proceeds, Civic Center Authority
Net Revenues and Special Net Proceeds (each as definefl in the Prior
Indenture), as well as a Reserve Fund which is currently required
to be maintained in an amount equal to maximum annual principal and
interest on the Prior Bonds, or approximately $4,450,000 (the
"Original Reserve Fund"), have been pledged to the payment of the
Prior Bonds; and
G. The HRA has received a proposal from Miller & Schroeder
Financial, Inc., actinq on behalf of itself and George K. Baum &
Company (collectively, the "Underwriter") pursuant to which the
Underwriter will purchase bonds (the "Bonds") issued to advance
refund the Prior Bonds, which Bonds would be secured by Sales Tax
Proceeds, Civic Center Authority Net Revenues, Special Net Proceeds
(each as defined in the Indenture), a policy of bond insurance to
be issued by Capital Guaranty Insurance Company, and a Reserve Fund
which would be required to be maintained in an amount equal to one-
half of maximum annual principal and interest on the Bonds, or
approximately $2,250,000, allowing the remainder of the Original
Reserve Fund to be applied to the payment of "Civic Center Costs"
as defined in the Prior Indenture and in accordance with Paragraph
8 hereof; and
H. The HRA has found and determined that it is necessary and
in the best interest of the HRA and the City to enter into (i) a
Purchase Contract (the "Bond Purchase Aqreement") with the
Underwriter providing for the issuance and sale of the Bonds to the
Underwriter, and (ii) a Purchase and Sale Agreement (the "Purchase
and Sale Agreement") with National Westminster Bank, Plc (the
"Bank") to be dated on or about April 28, 1995 whereby the Bank
will pay certain moneys to the Underwriter, at the direction o£ the
HRA, which moneys shall be used to (x) purchase and deliver the
Port£olio (as defined in the Bond Purchase Aqreement), (y) make a
cash payment in the amount of at least $500,000 to the HRA, and (2)
pay costs of entering into the Purchase and Sale Agreement and
purchasing the Portfolio and a portion of the costs of issuing the
Bonds; and
I. The HRA has further Pound and determined that it is
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necessary and in the best interest o£ the HRA and the City to issue
the Bonds, to be designated its Sales Tax Revenue Refunding Bonds
(Civic Center Project), Series 1996, pursuant to an Indenture of
Trust to be dated on or about April 1, 1996 (the "Indenture") by
and between the HRA and 23orwest Bank Minnesota, N.A. (the
"Trustee") to provide funds for the purpose of repurchasing the
PortPolio pursuant to the Purchase and Sale Agreement; and
J. The Bonds are to be secured by the Indenture and the
Pledqe Aqreement, as amended in connection with the issuance of the
Bonds; and
K. In connection with the foregoing, it is necessary and
desirable that the City enter into the First Amendment to Pledge
Agreement (the "Amendment", the Pledge Agreement and the Amendment
are hereinafter referred to as the "Pledge Agreement"):
NOW THEREFORE, BE IT RESOLVED by the City Council of the City
of Saint Paul, Minnesota, as follows:
1. Pledae Aareement Submitted. In connection with the
issuance by the HRA of the Bonds, there has been submitted to this
City Council for approval a form oP the Amendment.
2. Findinas. It is hereby found, determined and
declared that:
a. It is necessary and desirable for the City to enter
into the Amendment Por the purpose of pledging the Sales Tax
Proceeds, Civic Center Authority Net Revenues and Special Net
Proceeds (each as defined in the Indenture) to the payment of
the Bonds as provided in the Pledge Agreement and pursuant to
the terms of the Pledge Agreement and subject to the
limitations provided for in the Pledge Agreement; and
b. The Constitution and laws of the State of Minnesota,
including the Special Act, City Charter and HRA Act, and this
Resolution authorize: (i) the execution and delivery of the
Amendment; (iij the performance of all covenants and
agreements on the part of the City and its agencies contained
in the Pledge Agreement; and (iii) all other acts and things
required under the Constitution and laws of the State of
Minnesota to make the Pledge Agreement valid and binding
agreements of the City in accordance with their terms.
3. Execution and Deliverv; Chanaes. The City shall
proceed forthwith�to execute and delivery the Amendment. Subject
to the approval of the City Attorney and appropriate City staff,
and to the provisions of paragraph 5 of this Resolution, the form
of the Amendment is approved in substantially the form submitted
and on file in the office of the City Clerk, with such subsequent
changes therein as may be approved by the City Attorney and
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appropriate City staff and as may be consistent with the
determinations made herein. The Amendment, in substantially the
form submitted, is directed to be executed in the name of and on
behalf of the City by the Mayor, City Clerk, and Director,
Department oP Finance and Management Services. Any other
documents and certificates necessary to the transactions herein
described shall be executed by the appropriate City oPficers or
staff. Copies of all oP the documents necessary to the
transactions herein described shall be delivered, filed and
recorded as provided herein and in the related documents.
4. Proceedinas and Records. The Mayor,City Clerk,
Director, Department of Finance and Management Services, and other
officers of the City are authorized and directed to prepare and
furnish to bond counsel for the Bonds, to the HRA, to the Trustee
and to others, as appropriate, certified copies of all proceedings
and records of the City relating to the transactions contemplated
by this Resolution and such other affidavits, directions,
instructions and certificates as may be required to show the facts
relating to the legality of such transactions as such facts appear
in the books and records in the officers` custody and control or as
otherwise known to them or to effectuate the purposes hereof; and
all such certified copies certificates and affidavits, including
any hereto fore furnished, shall constitute representations o£ the
City as to the trust of all statements contained therein.
5. ChanQes: Related Instruments. The approval hereby
given to the Amendment includes approval of such additional details
therein as may be necessary and appropriate, and such modifications
thereof, deletions therefrom and additions thereto prior to their
execution as may be necessary and appropriate and approved by the
City Attorney and appropriate City staff and the City officers
authorized herein to execute them, and includes approval of such
related instruments as may be required to be executed in connection
with the Amendment. The City Attorney, said City officers and said
City staff are hereby authorized to approve said changes and
related instruments on behalf of the City upon determination by
them that such changes and related instruments are consistent with
this Resolution and necessary or desirable to effectuate the
purposes hereof. The execution of the Amendment or any related
instrument 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
or disability of the Mayor, City Clerk, or Director, Department of
Finance and Management Services, any of the documents authorized by
this Resolution to be executed by them may be executed by such
officer of the City as may be authorized to act in their place and
stead.
6. Pledcze of Sales Tax Proceeds• City Intent. In
Resolution No. 93-783, the City Council of the City (the "City
Council") expressed its intent that the Sales Tax Proceeds be
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allocated fifty percent (50�) to neighborhood projects, forty
gercent (40$) to Civic Center Improvements, and ten percent (10%)
to cultural projects. Notwithstanding that intent, the City has hy
the Pledge Agreement, irrevocably pledged all Sales Tax Proceeds to
secure the Bonds, whether or not the amount o£ Sales Tax Proceeds
required to timely pay the Bonds exceeds forty percent (40%) of the
Sales Tax Proceeds received in any year. The City Council
nevertheless intends to implement the intent o£ its Resolution No.
93-783 through the allocation of Sales Tax Proceeds in excess of
those required to pay the Bonds ("Excess Revenue") as further
provided in Section 5-11 of the Indenture.
To the maximum extent permitted by law, it is the
intention of the City that the following allocation of Sales Tax
Proceeds shall not be altered by this or any future City Council
for the entire term of the Bonds: (i) fifty percent to neighborhood
projects; (ii) ten percent to cultural projects; and (iii) forty
percent to the Civic Center.'
7. Compliance with Limitations on Issuance of Refundina
Bonds. Under the Prior Indenture, the HRA may issue additional
bonds form time to time in compliance with the requirements of the
Prior Indenture, and such additional bonds may include bonds to
refund or advance refund the Prior Bonds (or any subsequently
issued additional bonds). Under the Prior Indenture, the issuance
of additional bonds, including refundinq bonds, by the HRA requires
the prior consent of the City Council. In Resolution 93-1270
previously adopted by the City Council, the Gity Council expressed
its intent that such consent would not be given with respect to any
re£unding bonds unless certain conditions were met. The City
Council hereby finds that the issuance of the Bonds is in
compliance with the intent expressed in Resolution No. 93-1270, and
hereby gives its consent to the issuance of the Bonds as required
by Section 2-23 oP the Prior Indenture.
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8. Scope of Proiect: Citv Determinations. The Pledge
Agreement provides that the City will determine the scope and
extent of the Project and the Civic Center Costs paid from the
proceeds of the 1993 Bonds. Specifically, to the extent that costs
of the Project (as defined in the Indenture) exceed $65,000,00o for
public improvements described in Exhibit A attached hereto and
hereby made a part hereof and af£ect the specific construction
elements included in said Exhibit A, the City shall make the
determination of which specific construction elements to eliminate,
add, reduce or increase.
1996
9.� It is the intent that the 1996 Budget will
be adopted to include the trans£er f'rom the HRA of approximately
$2,250,00o released from the Original Reserve Fund to be allocated
for/Civic Center expansion-project costs.- generally described on Exhibit A.
the
10. 1995 Budget. It is the intent that the 1995 Budeet be amended
as set forth on Exhibit B hereto
Adoptad by Council: Date 4-� � 1� ��. N
Adoption Certified by Council Secretary
Sy:
Requested by Department of:
��d
By • t�
Form Appsoved by City Attorney
By: !/"/�---- � � °--�/`/�
,y� � - l.�
avor for Submission to
sY: � tG!��������'Le�i�� sy:
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DEPARTMENUOFFICE/COUNCIL DATE INITIATED IV o 2 918 6
ARA ic�t Gouncil/ PED 4-5-95 GREEN SHEE
INRIAL/DATE INRIAVDATE
CONTACT PERSON & PHpNE � DEPARTMENT DIRECTOR � CITY CqUNCII
ltettmanJGeurs/0'I.ear Ags��'N �CITYA7TOFNEY QCIi`!CL£flK
MUST BE ON COUNCIL AGENDA BY tDAT� pOUTINGFOR � BUDCaET DIRECTOR O FIN. & MGL SERVICES DIR.
EL Yll LZ 1995 �p�A QMAYOR(ORASSISTAfJn �
TOTAL # OF SIGNATURE PAGES 1 (CLIP ALL IOCATIONS FOR SIGNATUR�
ACTION REQUESTED:
City Council approva] of a Resolution authorizing the amendment to the Pledge
Agreenent in connection with the issuance of Sales Tu� Refunding Bonds;
(NOTE: TN:[s will be also on the HRA agenda.)
PECOMMENDAi10NS: Approve (A) or peject (iY� PERSONAL SERVICE CONiRACTS MUS7 ANSWER THE FOLLOWING QUES710N5:
_ PLANNING COMMISSION v CIVIL SERVICE COMMISSION �� Has this personRirm ever worked untler a contract for this tlepartment?
_ G18 CAMMITTEE VES NO
_ S7nFF � 2. Has this personRirm ever been a c�ry employee?
— YES NO
_ DISTRiCr CoURT _ 3. Does this person/firm possess a sKill not normally possessetl by any current City employee?
SUPPO8TS WHICH CO Il ECTI�(E? YES NO
LoW2T llE �ervice Principal Explain all yes answers on separate sheet antl attech to qrcen sheet
INITIATING PROBLEM. ISSUE, OPPORTUNITV (WM, What, Wheq Wbere. Why):
The HRA has the'opportunity to undertake a bond refunding of the 1993 Sales Tax Revenue
Bonds used to £inance the Civic Center expansion.
ADVANTAGES IF APPROVEO:
The HRA will receive an issuance £ee that can be used for HRA/PED operation and programs.
The Civic Center Expansion Pro3ect Budget will receive the benefit of the release of
$2,250,000 from the debt service reserve for use in the construction fund.
DISADVANTAGES IFAPPROVED:
The City will be unable to undertake additional advancedrefunding3. However, it is
unlikely that the City could achieve a lower interest rate in future years and would,
therefore, not be able to achieve lower debt service thereby making a future advance
refunding unlikely.
DISADVANTAGES IF NOT APPROVED'
The City will not have the advantage of the release of 509 of the current debt service
reserve. The HRA will not receive an issuance fee of approximately $500,000.
TO7AL AMOUN7 Of TRANSACTION $ COST/REVENUE BUDGETED (CIRCLE ONE) YES NO
FUNDIfdG SOURCE AC7IVITY NUMBER
FINANCIAL INFORMATION (EXPLAIN)
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9. 1946 Budget. It is the intent that the 199
will be adopted to include the transfer from the
approximately $2,250,000 released from the Original Reserve
be ,allocated for the Civic Center expansion-project
_qenerally described on Exhibit A
10.
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6 Budget
HRA of
Fund to
CostS
�'M���� D - �� ��j�.s
EXHIBIT A
Pub2ic ImprovemenCs
for Civic Center Expansion Project
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The Civic CenCer expansion project may include the following
specific- construction elements which were originally financed by
the Series 1993 Bonds:
1.
2.
3.
4.
5.
6.
7.
8.
9.
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11.
12.
13.
14.
15.
16.
17.
18.
Renovation work for the project
Exhibition Hall of approximately 75,000 square feet
At-grade entry/lobby area
Meeting room space of 25,000 square feet
Temporary meeting space in Wilkins Auditorium
Banquet Hall
Kitchen
Loading dock 15-20 bay
Site utility work (including work in Kellogg)
�ss Bus shelters and expand curbside drog zones on Kellogg
Skyway across Kellogg from ramp to new convention center
Arcade around arena for improved circulation
New lobby registration space
Landscaping
Site amenities includinq aeneral imorovements for the Civic
Center
Parking facilities at the Civic Center
Walkways, skyways or other linkage from the new expansion
facilities to downtown
Miscellaneous capital public improvements necessary for
operation of this multi-purpose entertainment, sport,
convention, exhibition and public meeting complex.
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s�zazT a
[Amended HRA 1995 Budget}
That the 1995 Budget is hereby amended as follows:
HRA DEBT SERVICE FUND
Financing Plan
139-$6328-9640
Purchase & Sales Agreement
Spending Plan
139-86328-9004
Purchase Sscrow Securities'
i39-86328-0601.
Cost of Issuance
{includes $109,D00
for Uncierwriter Fee)
139-86328-0603
Trustee Fees
Current
Budget
0
0
0
0
0
139-86328-0557
Transfer to HRA General Fund
- Continaency for
Neiahborhood Proiects
C
Change
53,000,000
53,000,000
52,15�,000
345,000
5,QQ0
SOQ,000
Amended
Budget
53,000,000
53,000,000
52,150,000
345,000
5,000
5�0,000
0 53,000,000 53,000,000
' Final amount will be determined April 28, 1995 as part of the
clpsing on the Purchase and Sales Agreement.