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97-1029t 2 3 4 5 s � a 9 10 11 12 13 14 15 16 17 18 19 2D 21 � 23 24 25 26 27 28 29 30 31 32 33 34 � 36 37 38 39 40 Council File # �� e1.� Green Sheet # � V � � E � 1 �•� � f� `•.� i j� s.r e��d : �� Preserrtetl By Referred T RESOLUTION 4j.�IT PAUL, MINNESOTA � CITY OF SAINT PAUL MINNESOTA SUPPLEMENTAL RESOLUTION RELATING TO RECREATIONAL FACILITIES GROSS REVENUE BONDS Adopted: August _, 1997 `�1`1- loag PREAMBLE A. WHEREAS, the City of Saint Paul, Minnesota (the "City'�), has heretofore adopted on August 28, 1996, its "General Resolution Relating to Recreational Facilities Gross Revenue Bonds��, providing for the issuance of its $4,135,000 Recreational Facilities Gross Revenue Bonds, Series 1996D (the "Series 1996D Bonds"), and Bonds on a parity therewith; and B. WHEREAS, the City has incurred additional costs for the recreational facilities financed by the Series 1996D Bonds and it is in the best interests of the City to finance such costs by substituting a letter of credit for the Reserve Account securing the Series 1996D Bonds as is permitted by the General Resolution and as has been previously approved by a resolution adopted on December 18, 1996; and C. WHEREAS, this Council is acting pursuant to the authority granted by the City's home rule charter and by Minnesota Statutes, Chapter 475 and Section 471.191; and D. WHEREAS, the General Resolution permits the City to obtain a Credit Facility for the benefit of the Holders of all or any portion of any series of Bonds issued thereunder, including the Series 1996D Bonds, and requires that the terms and conditions for each such Credit Facility shall be set forth in the applicable Supplemental Resolution and in the related Credit Agreement; and E. WIiEREAS, the City has received from Norwest Bank Minnesota, National Association (the "Bank"), a proposal to accompany an application for a letter of credit (jointly, the "Proposal and Application") to substitute for moneys in the Reserve Account (the "Reserve Letter of Credit"); and F. WHEREAS, the annual fee for the Reserve Letter of Credit shall be one percent (lo) of the amount to be drawn thereunder, and any amount drawn thereunder shall be due and payable immediately and bear taxable interest at a rate until paid equal to the Bank's Base Rate plus two percent (2%); and G. WHEREAS, the parity tests of the General Resolution are not met with respect to the City's repayment obligation should amounts be drawn upon the Reserve Letter of Credit, and Section 6.01(A) of the General Resolution requires that such repayment obligation be subordinate to the payment of the Series 1996D Bonds; and H. WHEREAS, the annual fees for, and any draws under, the Reserve Letter of Credit shall be payable solely from the 360073.1 1 °[� -►e�� Revenues of the Parks and Recreation System, on a basis subordinate to the Series 1996D Bonds and any Bonds issued on a parity of lien therewith, and shall not be a general obligation of the City nor secured by the City�s full faith and credit; and I. WHEREAS, pursuant to Minnesota Statutes, Section 475. Subdivision 2(6), public sale requirements do not apply to the loan represented by a draw on the Reserve Letter of Credit, as taxable obligation: NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint Paul, Minnesota, as follows: � a Section 1. Definitions. As used in this Supplemental Resolution, capitalized terms not defined shall have the meanings assigned in the General Resolution, and other terms defined in this Supplemental Resolution, including its preamble, shall have the meaning assigned in this Supplemental Resolution. Section 2. General Resolution Findinas. Al1 within the meaning of the General Resolution, this resolution is a Supplemental Resolution, the Reserve Letter of Credit is a Credit Facility, the Proposal and Application is a Credit Agreement, and the Bank is a Credit Provider. Section 3. Reserve Letter of Credit Findinas. The Reserve Letter of Credit meets the requirements of the General Resolution. Section 4.05(H) of the General Resolution provides that the City may deposit a Credit Facility in the Reserve Account in lieu of cash either at the time a series of Bonds is originally issued, or at any time thereafter, subject to the following conditions: (1? the proceeds ot each such Credit Facility must be available for the purposes and at the times required for the purposes of the Reserve Account; (2) in calculating whether the amount then held in the Reserve Account is equal to the Reserve Requirement, each Credit Facility held therein shall be valued at its stated amount, or, if less, the amount which remains available thereunder; (3) if a Credit Facility will replace cash in the Reserve Account to satisfy the Reserve Requirement for one or more series of Bonds then outstanding, the substitution of the Credit Facility must not result in a lowering of the rating(s) then in effect for such series of Bonds; and 360073.7 Z 9`l-lo�q 1 (4) the Credit Facility must provide that it may be 2 drawn upon prior to its stated expiration or termination 3 date if the City either fails to provide a replacement or a new Credit Facility or fails to deposit cash to replace the 5 Credit Facility, as further provided in such subsection (H) 6 io it 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 � 35 36 37 38 39 40 41 42 43 44 45 46 a7 48 49 � Said Section 4.05(H) further provides that upon deposit of a Credit Facility in the Reserve Account to replace cash then held therein, the amount so replaced shall be trans£erred to the Construction Account and applied to pay the costs of Improvements. On or before the date of e�iration or termination of a Credit Facility held for the Reserve Account, the City shall promptly replace the Credit Facility with either a new Credit Facility which satisfies the conditions expressed in clauses (1) through (41 above, or with cash; provided that such replacement may be, at the City's option, partially by the deposit of cash and partially by a new Credit Facility. Section 4. Reserve Letter of Credit. The City Council hereby proposes that Norwest Bank Minnesota, National Association, issue the Reserve Letter of Credit in accordance with the Proposal and Application. The Mayor, Clerk, and Director, Office of Financial Services, are authorized and directed to execute and deliver the Proposal and Application in substantially the form submitted to this Council, with such changes, modi£ications, additions and deletions as shall be necessary and appropriate and approved by bond counsel. Execution by such officers of the Proposal and Application shall be conclusive evidence as to the neaessity and propriety of changes and their approval by the City Attorney. Section 5. Purpose. The Reserve Letter of Credit shall substitute for the Reserve Account to provide additional funds to pay or reimburse the cost of acquiring and bettering the Rice and Arlington Project as an improvement to the Parks and Recreation System of the City. Upon receipt of the Reserve Letter of Credit, moneys in the Reserve Account shall be deposited in the Construction Account in the Rice and Arlington Sports Dome Fund as provided in Section 4.05 of the General Resolution, and shall be used as provided in Section 4.02 of the General Resolution. Section 6. Interest. Any amounts drawn on the Reserve Letter of Credit shall bear interest at the rate per annum specified in the Proposal and Application, being the Bank's Base Rate plus two percent (2%). The interest paid on any amounts drawn on the Reserve Letter of Credit is intended to be taxable as income. Section 7. Necrotiated Transaction. The City hereby determines to enter into the Reserve Letter of Credit transaction 360073.1 °t�l -�o a� by private negotiation, all as provided by Minnesota Statutes, Section 475.60, Subdivision 2(6). Section 8. Subordinate Obliaation. As required by Section 6.01(A) of the General Resolution, the City's repayment obligation for any amounts drawn upon the Reserve Letter of Credit shall have a lien on Revenues which is e�ressly made a lien junior and subsequent to the lien of the Series 1996D Bonds and Bonds issued on a parity o£ lien therewith, and the City covenants to make rates and charges of the Parks and Recreation System sufficient to timely pay such additional revenue obligation. The fees due annually on the Reserve Letter of Credit, and the repayment of any amounts drawn on the Reserve Letter of Credit, shall be paid from Revenues as part of the second use provided in Section 4.03(A) of the General Resolution. SeCtion 4.03(A) of the General Resolution provides as follows: "(A) Into each Fund shall be paid all Revenues associated with the activities of the Parks and Recreation System accounted for in such Fund, upon receipt, except as provided in subsection (B) below. Subject to Section 4.03(E), from the Funds there Shall be paid or transferred the following amounts in the following order of priority: First, to the Bond Account, monthly, the amounts required to pay the Bonds, as further specified in Section 4.04; Second, in order, first to make payments under an Interest Rate Swap Agreement, second to each Credit Provider, monthly, the amounts required to be paid to such Credit Provider pursuant to the applicable Credit Agreement, and third to each Fiduciary, monthly, the amount of its fees and expenses then due; Third, to the Reserve Account, monthly, the amounts required to maintain the balance on hand therein at the Reserve Requirement; Fourth, to pay all Current Expenses then due; Fifth, to the Sport Dome Operations Account, monthly, the amount sufficient to maintain the balance on hand therein at the Operating Reserve Amount; and Sixth, to pay any other amount then due with respect to the Parks and Recreation System, including, in any order, (1) amounts required to pay debt service on 360073.7 4 °t`7-loz9 � general obligation debt of the City incurred to finance 2 Improvements, (2) amounts required to pay the costs of 3 any Improvement or major repair not financed by Bonds 4 or other debt, or (3) to make any other payment or s transfer authorized by law." s 7 Section 9. Records and Certificates. The officers of $ the City are hereby authorized and directed to prepare and s furnish to the Bank, and to the attorneys approving the legality 10 of the repayment obligation for the Reserve Letter of Credit, 11 certified copies of all proceedings and records of the City 12 13 14 15 16 17 1s 19 20 21 22 23 2a 25 26 27 2$ 29 30 31 32 relating to the Reserve Letter of Credit and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the Reserve Letter of Credit, as the same appear from the books and records under their custody and control or as otherwise known to them, and all suCh certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. Section 10. Supplemental Resolution. This Supplemental Resolution is the first Supplemental Resolution supplementing the General Resolution. Section 11. Severability. I£ any section, paragraph or provision of this Supplemental Resolution as from time to time supplemented shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Supplemental Resolution. 360073.1 �j °i�l-Io�9 Section 12. Headinas. Headings Resolution are included for convenience of not a part hereof, and shall not limit or any provision hereof. in this Supplemental reference only and are define the meaning of Adopted by Council: Date rl�� V ' Adoptio Cert'rfied by Council Secretary By: �- '�,cY�"�.a.�ia_— Approved by Mayor. Date � Z4 C'i By. C � ` Requested by Department of: �� m �� Office of Financial Services ey: For proved ta C31 Attorney a By: ��/� O/7�( 7 App�oved y May b�s' n to Council By: 36W73.1 q�-�a� 3��<13 Office of Financial Services 8/6/97 GREEN SHEE �NTACT PERSON 8 PHONE INITIAIJDATE 1NITIAUDATE Martha Kantorowicz DEPARTMENTDIRECTOR l�CINCOUNCIL __..,. ASSIGN �CffYATTORNEY �CINCLERK IiSTBE ON CAUNCIL AGENDA B NUNBER FOR O gUDGET DIRECTOR O FIN. 8 MGT. SERVICES DIR. E�ll llSt 2� 199J � ONDEP P > � MAVOR (OR ASSISTAN� O 'O TAL # OF SIGNATURE PAGES (CLIP ALL LOCATIO F OR SIGNATURE) :TION REQUESTED: This resolution is to substitute a letter o£ credit for the reserve account securing the Recreational Facilities Gross Revenue Bonds, Series 1996. (Rice and Arlington Sports Dome) or _ PLANNMG GOMMISSION _ CIVIL SEqVICE COMMISSIQN _ CIB COMMIT�FE _ _ STAFF _ DISTRICTCOURT SUPPORTS WHICH COUNCIL OBJEGTtYE? PERSONAL SERVICE CONTHACTS MUST ANSWER THE FOLLOWING �UEST�ONS: 7. Has this personRirm B�er worked U�der a contract for this tlepartment? YES NO 2. Has this Rersonttirm ever been a city employee? YES NO 3. Does this person/Firm possess a sKill not normally possessed by any current ciry employee? YES NO Explain all yes answers on aeparote sheet anC ettach to green sheet VInnTING PqOBLEM, ISSUE, DPFIGIRTUNITY (WhO, Wh81, W�i@q� Sypere, Why): This letter of credit was anticipated when the Recreational Facilities Bonds were issued to allow an additional $340,437.50 for the Rice and Arlington Sports Dome Project. Additional $340,437.50 available for pome project construction None IF APPROVED,: IFNOTAPPROVE�. --�� Less money available for construction. q �� J��`<l! 9l �Y� �99�i7F P�a:..�'i�mii>ei 4dY�:��i �� c� ��g� TOiAL AMOUNT OF TRANSAC710N 340,437.5� COST/REVENUE BUDGETED (CIRCLE ONE) YES NO FUNDIfiG SOURCE AC7IVITV NUMBER FlNANCIAL INFORFnATIONt (EXPLAIN) t 2 3 4 5 s � a 9 10 11 12 13 14 15 16 17 18 19 2D 21 � 23 24 25 26 27 28 29 30 31 32 33 34 � 36 37 38 39 40 Council File # �� e1.� Green Sheet # � V � � E � 1 �•� � f� `•.� i j� s.r e��d : �� Preserrtetl By Referred T RESOLUTION 4j.�IT PAUL, MINNESOTA � CITY OF SAINT PAUL MINNESOTA SUPPLEMENTAL RESOLUTION RELATING TO RECREATIONAL FACILITIES GROSS REVENUE BONDS Adopted: August _, 1997 `�1`1- loag PREAMBLE A. WHEREAS, the City of Saint Paul, Minnesota (the "City'�), has heretofore adopted on August 28, 1996, its "General Resolution Relating to Recreational Facilities Gross Revenue Bonds��, providing for the issuance of its $4,135,000 Recreational Facilities Gross Revenue Bonds, Series 1996D (the "Series 1996D Bonds"), and Bonds on a parity therewith; and B. WHEREAS, the City has incurred additional costs for the recreational facilities financed by the Series 1996D Bonds and it is in the best interests of the City to finance such costs by substituting a letter of credit for the Reserve Account securing the Series 1996D Bonds as is permitted by the General Resolution and as has been previously approved by a resolution adopted on December 18, 1996; and C. WHEREAS, this Council is acting pursuant to the authority granted by the City's home rule charter and by Minnesota Statutes, Chapter 475 and Section 471.191; and D. WHEREAS, the General Resolution permits the City to obtain a Credit Facility for the benefit of the Holders of all or any portion of any series of Bonds issued thereunder, including the Series 1996D Bonds, and requires that the terms and conditions for each such Credit Facility shall be set forth in the applicable Supplemental Resolution and in the related Credit Agreement; and E. WIiEREAS, the City has received from Norwest Bank Minnesota, National Association (the "Bank"), a proposal to accompany an application for a letter of credit (jointly, the "Proposal and Application") to substitute for moneys in the Reserve Account (the "Reserve Letter of Credit"); and F. WHEREAS, the annual fee for the Reserve Letter of Credit shall be one percent (lo) of the amount to be drawn thereunder, and any amount drawn thereunder shall be due and payable immediately and bear taxable interest at a rate until paid equal to the Bank's Base Rate plus two percent (2%); and G. WHEREAS, the parity tests of the General Resolution are not met with respect to the City's repayment obligation should amounts be drawn upon the Reserve Letter of Credit, and Section 6.01(A) of the General Resolution requires that such repayment obligation be subordinate to the payment of the Series 1996D Bonds; and H. WHEREAS, the annual fees for, and any draws under, the Reserve Letter of Credit shall be payable solely from the 360073.1 1 °[� -►e�� Revenues of the Parks and Recreation System, on a basis subordinate to the Series 1996D Bonds and any Bonds issued on a parity of lien therewith, and shall not be a general obligation of the City nor secured by the City�s full faith and credit; and I. WHEREAS, pursuant to Minnesota Statutes, Section 475. Subdivision 2(6), public sale requirements do not apply to the loan represented by a draw on the Reserve Letter of Credit, as taxable obligation: NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint Paul, Minnesota, as follows: � a Section 1. Definitions. As used in this Supplemental Resolution, capitalized terms not defined shall have the meanings assigned in the General Resolution, and other terms defined in this Supplemental Resolution, including its preamble, shall have the meaning assigned in this Supplemental Resolution. Section 2. General Resolution Findinas. Al1 within the meaning of the General Resolution, this resolution is a Supplemental Resolution, the Reserve Letter of Credit is a Credit Facility, the Proposal and Application is a Credit Agreement, and the Bank is a Credit Provider. Section 3. Reserve Letter of Credit Findinas. The Reserve Letter of Credit meets the requirements of the General Resolution. Section 4.05(H) of the General Resolution provides that the City may deposit a Credit Facility in the Reserve Account in lieu of cash either at the time a series of Bonds is originally issued, or at any time thereafter, subject to the following conditions: (1? the proceeds ot each such Credit Facility must be available for the purposes and at the times required for the purposes of the Reserve Account; (2) in calculating whether the amount then held in the Reserve Account is equal to the Reserve Requirement, each Credit Facility held therein shall be valued at its stated amount, or, if less, the amount which remains available thereunder; (3) if a Credit Facility will replace cash in the Reserve Account to satisfy the Reserve Requirement for one or more series of Bonds then outstanding, the substitution of the Credit Facility must not result in a lowering of the rating(s) then in effect for such series of Bonds; and 360073.7 Z 9`l-lo�q 1 (4) the Credit Facility must provide that it may be 2 drawn upon prior to its stated expiration or termination 3 date if the City either fails to provide a replacement or a new Credit Facility or fails to deposit cash to replace the 5 Credit Facility, as further provided in such subsection (H) 6 io it 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 � 35 36 37 38 39 40 41 42 43 44 45 46 a7 48 49 � Said Section 4.05(H) further provides that upon deposit of a Credit Facility in the Reserve Account to replace cash then held therein, the amount so replaced shall be trans£erred to the Construction Account and applied to pay the costs of Improvements. On or before the date of e�iration or termination of a Credit Facility held for the Reserve Account, the City shall promptly replace the Credit Facility with either a new Credit Facility which satisfies the conditions expressed in clauses (1) through (41 above, or with cash; provided that such replacement may be, at the City's option, partially by the deposit of cash and partially by a new Credit Facility. Section 4. Reserve Letter of Credit. The City Council hereby proposes that Norwest Bank Minnesota, National Association, issue the Reserve Letter of Credit in accordance with the Proposal and Application. The Mayor, Clerk, and Director, Office of Financial Services, are authorized and directed to execute and deliver the Proposal and Application in substantially the form submitted to this Council, with such changes, modi£ications, additions and deletions as shall be necessary and appropriate and approved by bond counsel. Execution by such officers of the Proposal and Application shall be conclusive evidence as to the neaessity and propriety of changes and their approval by the City Attorney. Section 5. Purpose. The Reserve Letter of Credit shall substitute for the Reserve Account to provide additional funds to pay or reimburse the cost of acquiring and bettering the Rice and Arlington Project as an improvement to the Parks and Recreation System of the City. Upon receipt of the Reserve Letter of Credit, moneys in the Reserve Account shall be deposited in the Construction Account in the Rice and Arlington Sports Dome Fund as provided in Section 4.05 of the General Resolution, and shall be used as provided in Section 4.02 of the General Resolution. Section 6. Interest. Any amounts drawn on the Reserve Letter of Credit shall bear interest at the rate per annum specified in the Proposal and Application, being the Bank's Base Rate plus two percent (2%). The interest paid on any amounts drawn on the Reserve Letter of Credit is intended to be taxable as income. Section 7. Necrotiated Transaction. The City hereby determines to enter into the Reserve Letter of Credit transaction 360073.1 °t�l -�o a� by private negotiation, all as provided by Minnesota Statutes, Section 475.60, Subdivision 2(6). Section 8. Subordinate Obliaation. As required by Section 6.01(A) of the General Resolution, the City's repayment obligation for any amounts drawn upon the Reserve Letter of Credit shall have a lien on Revenues which is e�ressly made a lien junior and subsequent to the lien of the Series 1996D Bonds and Bonds issued on a parity o£ lien therewith, and the City covenants to make rates and charges of the Parks and Recreation System sufficient to timely pay such additional revenue obligation. The fees due annually on the Reserve Letter of Credit, and the repayment of any amounts drawn on the Reserve Letter of Credit, shall be paid from Revenues as part of the second use provided in Section 4.03(A) of the General Resolution. SeCtion 4.03(A) of the General Resolution provides as follows: "(A) Into each Fund shall be paid all Revenues associated with the activities of the Parks and Recreation System accounted for in such Fund, upon receipt, except as provided in subsection (B) below. Subject to Section 4.03(E), from the Funds there Shall be paid or transferred the following amounts in the following order of priority: First, to the Bond Account, monthly, the amounts required to pay the Bonds, as further specified in Section 4.04; Second, in order, first to make payments under an Interest Rate Swap Agreement, second to each Credit Provider, monthly, the amounts required to be paid to such Credit Provider pursuant to the applicable Credit Agreement, and third to each Fiduciary, monthly, the amount of its fees and expenses then due; Third, to the Reserve Account, monthly, the amounts required to maintain the balance on hand therein at the Reserve Requirement; Fourth, to pay all Current Expenses then due; Fifth, to the Sport Dome Operations Account, monthly, the amount sufficient to maintain the balance on hand therein at the Operating Reserve Amount; and Sixth, to pay any other amount then due with respect to the Parks and Recreation System, including, in any order, (1) amounts required to pay debt service on 360073.7 4 °t`7-loz9 � general obligation debt of the City incurred to finance 2 Improvements, (2) amounts required to pay the costs of 3 any Improvement or major repair not financed by Bonds 4 or other debt, or (3) to make any other payment or s transfer authorized by law." s 7 Section 9. Records and Certificates. The officers of $ the City are hereby authorized and directed to prepare and s furnish to the Bank, and to the attorneys approving the legality 10 of the repayment obligation for the Reserve Letter of Credit, 11 certified copies of all proceedings and records of the City 12 13 14 15 16 17 1s 19 20 21 22 23 2a 25 26 27 2$ 29 30 31 32 relating to the Reserve Letter of Credit and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the Reserve Letter of Credit, as the same appear from the books and records under their custody and control or as otherwise known to them, and all suCh certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. Section 10. Supplemental Resolution. This Supplemental Resolution is the first Supplemental Resolution supplementing the General Resolution. Section 11. Severability. I£ any section, paragraph or provision of this Supplemental Resolution as from time to time supplemented shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Supplemental Resolution. 360073.1 �j °i�l-Io�9 Section 12. Headinas. Headings Resolution are included for convenience of not a part hereof, and shall not limit or any provision hereof. in this Supplemental reference only and are define the meaning of Adopted by Council: Date rl�� V ' Adoptio Cert'rfied by Council Secretary By: �- '�,cY�"�.a.�ia_— Approved by Mayor. Date � Z4 C'i By. C � ` Requested by Department of: �� m �� Office of Financial Services ey: For proved ta C31 Attorney a By: ��/� O/7�( 7 App�oved y May b�s' n to Council By: 36W73.1 q�-�a� 3��<13 Office of Financial Services 8/6/97 GREEN SHEE �NTACT PERSON 8 PHONE INITIAIJDATE 1NITIAUDATE Martha Kantorowicz DEPARTMENTDIRECTOR l�CINCOUNCIL __..,. ASSIGN �CffYATTORNEY �CINCLERK IiSTBE ON CAUNCIL AGENDA B NUNBER FOR O gUDGET DIRECTOR O FIN. 8 MGT. SERVICES DIR. E�ll llSt 2� 199J � ONDEP P > � MAVOR (OR ASSISTAN� O 'O TAL # OF SIGNATURE PAGES (CLIP ALL LOCATIO F OR SIGNATURE) :TION REQUESTED: This resolution is to substitute a letter o£ credit for the reserve account securing the Recreational Facilities Gross Revenue Bonds, Series 1996. (Rice and Arlington Sports Dome) or _ PLANNMG GOMMISSION _ CIVIL SEqVICE COMMISSIQN _ CIB COMMIT�FE _ _ STAFF _ DISTRICTCOURT SUPPORTS WHICH COUNCIL OBJEGTtYE? PERSONAL SERVICE CONTHACTS MUST ANSWER THE FOLLOWING �UEST�ONS: 7. Has this personRirm B�er worked U�der a contract for this tlepartment? YES NO 2. Has this Rersonttirm ever been a city employee? YES NO 3. Does this person/Firm possess a sKill not normally possessed by any current ciry employee? YES NO Explain all yes answers on aeparote sheet anC ettach to green sheet VInnTING PqOBLEM, ISSUE, DPFIGIRTUNITY (WhO, Wh81, W�i@q� Sypere, Why): This letter of credit was anticipated when the Recreational Facilities Bonds were issued to allow an additional $340,437.50 for the Rice and Arlington Sports Dome Project. Additional $340,437.50 available for pome project construction None IF APPROVED,: IFNOTAPPROVE�. --�� Less money available for construction. q �� J��`<l! 9l �Y� �99�i7F P�a:..�'i�mii>ei 4dY�:��i �� c� ��g� TOiAL AMOUNT OF TRANSAC710N 340,437.5� COST/REVENUE BUDGETED (CIRCLE ONE) YES NO FUNDIfiG SOURCE AC7IVITV NUMBER FlNANCIAL INFORFnATIONt (EXPLAIN) t 2 3 4 5 s � a 9 10 11 12 13 14 15 16 17 18 19 2D 21 � 23 24 25 26 27 28 29 30 31 32 33 34 � 36 37 38 39 40 Council File # �� e1.� Green Sheet # � V � � E � 1 �•� � f� `•.� i j� s.r e��d : �� Preserrtetl By Referred T RESOLUTION 4j.�IT PAUL, MINNESOTA � CITY OF SAINT PAUL MINNESOTA SUPPLEMENTAL RESOLUTION RELATING TO RECREATIONAL FACILITIES GROSS REVENUE BONDS Adopted: August _, 1997 `�1`1- loag PREAMBLE A. WHEREAS, the City of Saint Paul, Minnesota (the "City'�), has heretofore adopted on August 28, 1996, its "General Resolution Relating to Recreational Facilities Gross Revenue Bonds��, providing for the issuance of its $4,135,000 Recreational Facilities Gross Revenue Bonds, Series 1996D (the "Series 1996D Bonds"), and Bonds on a parity therewith; and B. WHEREAS, the City has incurred additional costs for the recreational facilities financed by the Series 1996D Bonds and it is in the best interests of the City to finance such costs by substituting a letter of credit for the Reserve Account securing the Series 1996D Bonds as is permitted by the General Resolution and as has been previously approved by a resolution adopted on December 18, 1996; and C. WHEREAS, this Council is acting pursuant to the authority granted by the City's home rule charter and by Minnesota Statutes, Chapter 475 and Section 471.191; and D. WHEREAS, the General Resolution permits the City to obtain a Credit Facility for the benefit of the Holders of all or any portion of any series of Bonds issued thereunder, including the Series 1996D Bonds, and requires that the terms and conditions for each such Credit Facility shall be set forth in the applicable Supplemental Resolution and in the related Credit Agreement; and E. WIiEREAS, the City has received from Norwest Bank Minnesota, National Association (the "Bank"), a proposal to accompany an application for a letter of credit (jointly, the "Proposal and Application") to substitute for moneys in the Reserve Account (the "Reserve Letter of Credit"); and F. WHEREAS, the annual fee for the Reserve Letter of Credit shall be one percent (lo) of the amount to be drawn thereunder, and any amount drawn thereunder shall be due and payable immediately and bear taxable interest at a rate until paid equal to the Bank's Base Rate plus two percent (2%); and G. WHEREAS, the parity tests of the General Resolution are not met with respect to the City's repayment obligation should amounts be drawn upon the Reserve Letter of Credit, and Section 6.01(A) of the General Resolution requires that such repayment obligation be subordinate to the payment of the Series 1996D Bonds; and H. WHEREAS, the annual fees for, and any draws under, the Reserve Letter of Credit shall be payable solely from the 360073.1 1 °[� -►e�� Revenues of the Parks and Recreation System, on a basis subordinate to the Series 1996D Bonds and any Bonds issued on a parity of lien therewith, and shall not be a general obligation of the City nor secured by the City�s full faith and credit; and I. WHEREAS, pursuant to Minnesota Statutes, Section 475. Subdivision 2(6), public sale requirements do not apply to the loan represented by a draw on the Reserve Letter of Credit, as taxable obligation: NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint Paul, Minnesota, as follows: � a Section 1. Definitions. As used in this Supplemental Resolution, capitalized terms not defined shall have the meanings assigned in the General Resolution, and other terms defined in this Supplemental Resolution, including its preamble, shall have the meaning assigned in this Supplemental Resolution. Section 2. General Resolution Findinas. Al1 within the meaning of the General Resolution, this resolution is a Supplemental Resolution, the Reserve Letter of Credit is a Credit Facility, the Proposal and Application is a Credit Agreement, and the Bank is a Credit Provider. Section 3. Reserve Letter of Credit Findinas. The Reserve Letter of Credit meets the requirements of the General Resolution. Section 4.05(H) of the General Resolution provides that the City may deposit a Credit Facility in the Reserve Account in lieu of cash either at the time a series of Bonds is originally issued, or at any time thereafter, subject to the following conditions: (1? the proceeds ot each such Credit Facility must be available for the purposes and at the times required for the purposes of the Reserve Account; (2) in calculating whether the amount then held in the Reserve Account is equal to the Reserve Requirement, each Credit Facility held therein shall be valued at its stated amount, or, if less, the amount which remains available thereunder; (3) if a Credit Facility will replace cash in the Reserve Account to satisfy the Reserve Requirement for one or more series of Bonds then outstanding, the substitution of the Credit Facility must not result in a lowering of the rating(s) then in effect for such series of Bonds; and 360073.7 Z 9`l-lo�q 1 (4) the Credit Facility must provide that it may be 2 drawn upon prior to its stated expiration or termination 3 date if the City either fails to provide a replacement or a new Credit Facility or fails to deposit cash to replace the 5 Credit Facility, as further provided in such subsection (H) 6 io it 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 � 35 36 37 38 39 40 41 42 43 44 45 46 a7 48 49 � Said Section 4.05(H) further provides that upon deposit of a Credit Facility in the Reserve Account to replace cash then held therein, the amount so replaced shall be trans£erred to the Construction Account and applied to pay the costs of Improvements. On or before the date of e�iration or termination of a Credit Facility held for the Reserve Account, the City shall promptly replace the Credit Facility with either a new Credit Facility which satisfies the conditions expressed in clauses (1) through (41 above, or with cash; provided that such replacement may be, at the City's option, partially by the deposit of cash and partially by a new Credit Facility. Section 4. Reserve Letter of Credit. The City Council hereby proposes that Norwest Bank Minnesota, National Association, issue the Reserve Letter of Credit in accordance with the Proposal and Application. The Mayor, Clerk, and Director, Office of Financial Services, are authorized and directed to execute and deliver the Proposal and Application in substantially the form submitted to this Council, with such changes, modi£ications, additions and deletions as shall be necessary and appropriate and approved by bond counsel. Execution by such officers of the Proposal and Application shall be conclusive evidence as to the neaessity and propriety of changes and their approval by the City Attorney. Section 5. Purpose. The Reserve Letter of Credit shall substitute for the Reserve Account to provide additional funds to pay or reimburse the cost of acquiring and bettering the Rice and Arlington Project as an improvement to the Parks and Recreation System of the City. Upon receipt of the Reserve Letter of Credit, moneys in the Reserve Account shall be deposited in the Construction Account in the Rice and Arlington Sports Dome Fund as provided in Section 4.05 of the General Resolution, and shall be used as provided in Section 4.02 of the General Resolution. Section 6. Interest. Any amounts drawn on the Reserve Letter of Credit shall bear interest at the rate per annum specified in the Proposal and Application, being the Bank's Base Rate plus two percent (2%). The interest paid on any amounts drawn on the Reserve Letter of Credit is intended to be taxable as income. Section 7. Necrotiated Transaction. The City hereby determines to enter into the Reserve Letter of Credit transaction 360073.1 °t�l -�o a� by private negotiation, all as provided by Minnesota Statutes, Section 475.60, Subdivision 2(6). Section 8. Subordinate Obliaation. As required by Section 6.01(A) of the General Resolution, the City's repayment obligation for any amounts drawn upon the Reserve Letter of Credit shall have a lien on Revenues which is e�ressly made a lien junior and subsequent to the lien of the Series 1996D Bonds and Bonds issued on a parity o£ lien therewith, and the City covenants to make rates and charges of the Parks and Recreation System sufficient to timely pay such additional revenue obligation. The fees due annually on the Reserve Letter of Credit, and the repayment of any amounts drawn on the Reserve Letter of Credit, shall be paid from Revenues as part of the second use provided in Section 4.03(A) of the General Resolution. SeCtion 4.03(A) of the General Resolution provides as follows: "(A) Into each Fund shall be paid all Revenues associated with the activities of the Parks and Recreation System accounted for in such Fund, upon receipt, except as provided in subsection (B) below. Subject to Section 4.03(E), from the Funds there Shall be paid or transferred the following amounts in the following order of priority: First, to the Bond Account, monthly, the amounts required to pay the Bonds, as further specified in Section 4.04; Second, in order, first to make payments under an Interest Rate Swap Agreement, second to each Credit Provider, monthly, the amounts required to be paid to such Credit Provider pursuant to the applicable Credit Agreement, and third to each Fiduciary, monthly, the amount of its fees and expenses then due; Third, to the Reserve Account, monthly, the amounts required to maintain the balance on hand therein at the Reserve Requirement; Fourth, to pay all Current Expenses then due; Fifth, to the Sport Dome Operations Account, monthly, the amount sufficient to maintain the balance on hand therein at the Operating Reserve Amount; and Sixth, to pay any other amount then due with respect to the Parks and Recreation System, including, in any order, (1) amounts required to pay debt service on 360073.7 4 °t`7-loz9 � general obligation debt of the City incurred to finance 2 Improvements, (2) amounts required to pay the costs of 3 any Improvement or major repair not financed by Bonds 4 or other debt, or (3) to make any other payment or s transfer authorized by law." s 7 Section 9. Records and Certificates. The officers of $ the City are hereby authorized and directed to prepare and s furnish to the Bank, and to the attorneys approving the legality 10 of the repayment obligation for the Reserve Letter of Credit, 11 certified copies of all proceedings and records of the City 12 13 14 15 16 17 1s 19 20 21 22 23 2a 25 26 27 2$ 29 30 31 32 relating to the Reserve Letter of Credit and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the Reserve Letter of Credit, as the same appear from the books and records under their custody and control or as otherwise known to them, and all suCh certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. Section 10. Supplemental Resolution. This Supplemental Resolution is the first Supplemental Resolution supplementing the General Resolution. Section 11. Severability. I£ any section, paragraph or provision of this Supplemental Resolution as from time to time supplemented shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Supplemental Resolution. 360073.1 �j °i�l-Io�9 Section 12. Headinas. Headings Resolution are included for convenience of not a part hereof, and shall not limit or any provision hereof. in this Supplemental reference only and are define the meaning of Adopted by Council: Date rl�� V ' Adoptio Cert'rfied by Council Secretary By: �- '�,cY�"�.a.�ia_— Approved by Mayor. Date � Z4 C'i By. C � ` Requested by Department of: �� m �� Office of Financial Services ey: For proved ta C31 Attorney a By: ��/� O/7�( 7 App�oved y May b�s' n to Council By: 36W73.1 q�-�a� 3��<13 Office of Financial Services 8/6/97 GREEN SHEE �NTACT PERSON 8 PHONE INITIAIJDATE 1NITIAUDATE Martha Kantorowicz DEPARTMENTDIRECTOR l�CINCOUNCIL __..,. ASSIGN �CffYATTORNEY �CINCLERK IiSTBE ON CAUNCIL AGENDA B NUNBER FOR O gUDGET DIRECTOR O FIN. 8 MGT. SERVICES DIR. E�ll llSt 2� 199J � ONDEP P > � MAVOR (OR ASSISTAN� O 'O TAL # OF SIGNATURE PAGES (CLIP ALL LOCATIO F OR SIGNATURE) :TION REQUESTED: This resolution is to substitute a letter o£ credit for the reserve account securing the Recreational Facilities Gross Revenue Bonds, Series 1996. (Rice and Arlington Sports Dome) or _ PLANNMG GOMMISSION _ CIVIL SEqVICE COMMISSIQN _ CIB COMMIT�FE _ _ STAFF _ DISTRICTCOURT SUPPORTS WHICH COUNCIL OBJEGTtYE? PERSONAL SERVICE CONTHACTS MUST ANSWER THE FOLLOWING �UEST�ONS: 7. Has this personRirm B�er worked U�der a contract for this tlepartment? YES NO 2. Has this Rersonttirm ever been a city employee? YES NO 3. Does this person/Firm possess a sKill not normally possessed by any current ciry employee? YES NO Explain all yes answers on aeparote sheet anC ettach to green sheet VInnTING PqOBLEM, ISSUE, DPFIGIRTUNITY (WhO, Wh81, W�i@q� Sypere, Why): This letter of credit was anticipated when the Recreational Facilities Bonds were issued to allow an additional $340,437.50 for the Rice and Arlington Sports Dome Project. Additional $340,437.50 available for pome project construction None IF APPROVED,: IFNOTAPPROVE�. --�� Less money available for construction. q �� J��`<l! 9l �Y� �99�i7F P�a:..�'i�mii>ei 4dY�:��i �� c� ��g� TOiAL AMOUNT OF TRANSAC710N 340,437.5� COST/REVENUE BUDGETED (CIRCLE ONE) YES NO FUNDIfiG SOURCE AC7IVITV NUMBER FlNANCIAL INFORFnATIONt (EXPLAIN)