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97-690Council File # �� r . �,0 Green Sheet # 3 q 3 ss 1 2 3 4 5 6 7 8 9 10 11 12 13 Presented By RESOLUTION CITY OF SAINT PAUL, MINNESOTA Referred To " Committee: Date oCi� � RESOLUTION AUTHORIZING THE EXECi3TION AND DELIVERY OF A JOINT PLEDGE AGREEMENT IN CONNECTION WITH 1'HE ISSUANCE BY THE HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT PAUL, NIINNESOTA, OF ITS TAX INCREMENT REVENUE REFUNDING BONDS (DOWNTOWN TAX INCREMENT DI5TRICT), SERIES 1998, AND AUTHORIZING OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS: A. The Housing and Redevelopment Authority of the City of Saint Pau1, Minnesota (the "Issuer" ) proposes to issue its Tas Increment Revenue Bonds (Downtown Tax Increment District) Series 1998 (the "Series 1998 Bonds") for the purpose of advance refunding, in part, the Issuer's TaY Increment Revenue Bonds (Downtown and Seventh Place Project) Series 1993 (the "Series 1993 Bonds"); and 14 B. The balance of funds required to defease the Series 1993 Bonds wi11 be derived from the transfer 15 of funds formerly held in reserve and other trust funds far the Series 1993 Bonds, and by a contribution by the 16 City of funds derived from an internal bonowing fund as provided herein; and 17 18 19 20 21 22 C. The internal bonowing fund sha11 be funded initially from amounts transferred from other City accounts as provided herein; and from and after the date of the City contribution referred to above, all payments made on account of certain financial obligarions of District Energy St. Paul, Inc. and District Cooling St. Paul, Inc. to the City and to the Issuer (as further described in the Special Fund Agreement between the City and the Issuer) sha11 be deposited in said fund, from which transfers will be made to restore funds to the City accounts from which funds were drawn; and 23 D. The Series 1998 Bonds to be issued by the Issuer sha11 be secured by ta�c increments derived from 24 the Issuer's Bowntown and Seventh Place Redevelopment Project (the "Tax Increments"), as well as by the 25 HoteUMotel TaY Proceeds and Civic Center Gross Revenues (all as defined in the Indenture and Joint Pledge 26 Agreement hereinafter described); and 27 E. In connecUon with the issuance of the City's $4,940,000 General Obligation Tax Increment 28 Refunding Bonds, Series 1992C, the City and the Issuer entered into that certain Tax Increment Pledge 29 Agreement dated as of March 1, 1992 (the "T� Increment Agreement"); and 30 F. In connecfion with the issuance by the Issuer of the Series 1993 Bonds, the City and Issuer entered 31 into an Amendment to Ta�c Increment Pledge Agreement, amending the Tas Increment Agreement described in 32 paragraph E., and in order for the Issuer to provide for the benefit of the holders of the Series 1998 Bonds a fitst 1 1527716.2 q'i - L4o 33 and senior pledge of the Tax Increments, it is necessary to again amend the Tas Increment Agreement to 34 subordinate the pledge o£ TaY Increments made therein and to provide that all Tax Increments shall be paid 35 d'uectly to the riustee for the Series 149$ Bonds; and 36 G. The Issuer has issued to the City its Subordinated TaYable Tax Increment Revenue Note of 1989 37 (Downtown and Seventh Place Redevelopment Project) (the "1989 Subordinate Note"), which note will be funded 38 by the advance by the City of funds from the internal bonowing fund to the defeasance escrow for the Series 1993 39 Bonds, which advance is a public redevelopment cost consented to by the Issuer, and 40 H. The Issuer wishes to refinance the 1989 Subordinate Note by the issuance to the City of the Issuer's 41 Subordinate TaYable Tas Increment Revenue Refunding Note of 1998 (the "1998 Subordinate Note"), which note 42 will be issued in the original principal amount of $7,000,000, and the City has agreed to accept the 1998 43 Subordinate Note in full consideration of surrender of the 1989 Subordinate Note; and 44 L In connection with the foregoing, it is necessary and desirable that the City enter into the Joint 45 Pledge Agreement, Special Fund Agreement and Second Amendment to Tax Increment Agreement hereanafter 46 described; 47 (a) NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Saint Paul, Minnesota, as 48 follows: 49 1. In connection with the issuance by the Issuer of its Tas Increment Revenue Refunding Bonds 50 (Downtown Tax Increment District) Series 1998, there has been submitted to this City Council for approval a 51 form o£Joint Pledge Agreement to be dated as of January 1, 1998 and to be entered into by and among Issuer, 52 the City, First Trust National Association (in its capacity as trustee for the 1998 Bonds) and the Civic Center 53 Authority [and a form of Second Amendment to Tas Increment Agreement to be dated as of January 1, 1998 and 54 to be entered into between the City and the Issuer and a form of Special Fund Agreement to be dated as of 55 3anuary 1, 1998 and to be entered into by and between the City and the Issuer. 56 2. It is hereby found, determined and declared that: 57 a. It is necessary and desirable for the City to enter into the Joint Pledge Agreement for the 58 purpose of pledging the HoteUNlotel Taac Proceeds and Civic Center Contributions (both as defined in the 54 Indenture) to the payment of the Series 1498 Bonds and the City Obligations (as defined in the Joint 60 Pledge Agreement) pursuant to the terms of the Joint Pledge Agreement and subject to the limitations 61 provided for in the Joint Pledge Agreement; 62 b. It is necessary and desirable for the City to enter into the Second Amendment to Tas 63 Increment Pledge Agreement for the purpose of subordinating the pledge of Tax Increments in favor of 64 the City to the pledge of Ta�c Increments in fauor of the Series 1498 Bonds and to provide for the payment 65 of Tax Increments directly to the trustee far the Series 1998 Bonds; 66 c. It is necessary and desirable for the City to enter into the Special Fund Agreement for the 67 purpose of providing funds to defease the Series 1993 Bonds and to provide for a revenue stream to 68 restore the funds so advanced; 69 d. Execution and delivery of the Joint Pledge Agreement, Second Amendment to T� 70 Increment Agreement and Special Fund Agreement and the payment of the City Obligations and the 71 72 73 74 75 76 77 : :1 .� : :. : :. .. erformance of ali covenants and ��_`�� p agreements on the part of the City and its agencies contained in the Joint Pledge Agreement, Second Atnendment to Tas Increment Agreement and Special Fund Agreement and all other acts and things required under the Constitution and laws of the State of Mimiesota to make the Joint Pledge Agreement, Second Amendment to Tas Increment Agreement and Special Fund Agreement valid and binding agreements of the City in accordance with their terms, and to make the City Obligations valid and binding special obligations of the City pursuaut to the tezms of the Joint Pledge Agreement; are authorized by such Constitution and laws and this Resolution; and e. T`I� CITY OBLIGATIONS ARE SPECIAL LIMITED OBLIGATIONS OF THE CTTY, PAYABLE SOLELY FROM THE PROCEEDS OF THE HOTEL/MOTEL TAX AND CIVIC CENTER GROSS REVENI7ES, AS PROVIDED IN AND SUBJECT TO THE TERMS AND CONDITIONS OF, THE JOINT PLEDGE AGREEMENT. TI�E CITY OBLIGATIONS ARE NOT A GENERAL OR MORAL OBLIGATION OF THE CI'I'Y, AND ARE NOT PAYABLE FROM OR CfIARGEABLE AGAINST ANY PROPERTY OF THE CITY OTHER THAN THE PROPERTY EXPRESSLY PLEDGED THERETO; THE CITY OBLIGATIONS SHALL NOT CONSTITUTE A CHARGE, LIEN OR ENCUMBRANCE, LEGAL OR EQUITA.BLE, UPON ANY PROPERTY OF THE CITY OTHER THAN THE REVENUES AND ASSETS PLEDGED BY THE JOINT PLEDGE AGI2EEMENT. THE CITY OBLIGATIONS SHALL NOT CONSTTfUTE A DEBT OF THE CITY WIT�VIIN TI�E MEANIlVG OF ANY CONBTITCPI'IONAL OR STATUTORY LIMITATION OF INDEBTEDNESS. 90 3. The City sha11 proceed forthwith to execute and deliver the Joint Pledge Agreement, Second 91 Amendment to T� Increment Agreement and Special Fund Agreement. Subject to the approval of the City 92 Attorney and appropriate CiTy staff, and the provisions of paragraph 5 of this Resolution, the form of the Joint 93 Pledge Agreement, Second Amendment to Tax Increment Agreement and Special Fund Agreement and e�ibits 94 thereto are approved in substantially the form submitted and on file in the office of the City Council, with such 95 subsequent changes therein as may be approved by the City Attorney and appropriate City staff and as may be 96 consistent with the deternunations made herein. The Joint Pledge Agreement, Second Amendment to Tax 97 Increment Agreement and Special Fund Agreement, in substantially the form submitted, are directed to be 98 executed in the name and on behalf of the City by the Mayor, the City Clerk, the Director, Office of Financial 99 Services, and the Director, Department of Planning and Economic Development. Any other documents and 100 certificates necessary to the transactions herein described shall be delivered, filed and recorded as provided herein 101 and in the related documents. 102 103 104 105 106 107 108 109 110 4. The Mayor, City Clerk, Director, Office of Financial Services and Director, Departrnent of Pluming and Economic Development, and other officers of the City are authorized and directed to prepare and fun�ish to bond counsel for the Series 1998 Bonds, to the Escrow Agent and to the Issuer, and to others as appropriate, certified copies of a11 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 a11 such certified copies, certificates and affidavits, including any heretofore furnished, sha11 constitute representations of the City as to the truth of a11 statements contained therein. 111 5. The approval hereby given to the Joint Pledge Agreement, Second Amendment to Taa� Increment 112 Agreement and Special Fund Agreement refened to above includes approval of such additional details therein 113 as may be necessary and appropriate, and such modificafions thereof, deletions therefrom and additions thereto ]527716.2 q� � G90 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 as may be necessary and appropriate and approved by the City Attorney and appropriate City staff and the Ciry officers authorized herein to execute the Joint Pledge Agreement, Second Amendment to Tax Inctement Agreement and Special Fund Agreement prior to their execution, and includes approval of such related instnunents as may be required to be executed in connecfion with Joint Pledge Agreement, Second Amendment to Tax Increment Agreement and Special Fund Agreement and said City Attorney, City officers and City staff aze hereby authorized to approve said change and related instruments on behalf of the City upon determination by them such changes and related instruments are consistent with this Resolurion and necessary or desirable to effectuate the purposes hereof. Notwithstanding the foregoing, no change shall be made in the foregoing Agreements or any related document which would have the effect of (a) requiring the payment of HoteUMotel Tax Proceeds in an amount greater than the twenty-five percent (25%) of the first three percent (3.0°l0) of the HotelJMotel Ta�c, except as may be required to pay at least $190,000 of the proceeds of the Hotel/Motel Tas to the Trustee for the Series 1998 Bonds, or (b) requiring the payment of more than $660,000 per yeaz (cuxnulatively) of Civic Center Gross Revenues to the Trustee far the Series 1998 Bonds. 'Ine execution of the Joint Pledge A�eement, Second Amendment to Tas Increment Agreement and Special Fund Agreement, or any related instruuient by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of approval of such documents in accordance with the terms hereof. In the absence of the Mayor, City Clerk, Director, Office of Financial Services, or Director, Department of Planning and Economic Development, any of the documents authorized by this Resolution to be executed by them may be authorized to act in their place and stead. 6. The Issuer has issued to the City its Subordinated Ta�cable Increment Revenue Note of 1984 (Downtown and Seventh Place Redevelopment Project) (the "1989 Subordinate Note") in the original principal amount of $7,000,000. The City will advance funds from the Internal Borrowing Fund as described above and in the Special Fund Agreement, and the amount transferred to the Escrow Agettt foz the Series 1993 Bonds will be a public redevelopment cost consented to by the Authoriry on the date made, in the amount of $7,000,000. The Authority will, with the consent of the City, immediately thereafter refivazice the 1989 Subordinate Note by the issuance ofthe Authority's Subordinated Taxable Tax Increment Revenue Refunding Note of 1998 (the "1998 Subordinate Note"). The Issuer has requested that the City surrender the 1989 Note and accept the 1998 Note in exchange, and the City agrees to that request. The claun against and lien on TaY Increments (as defined in the Joint Pledge Agreement) in favoz of the 1989 SubordinaCed Note and 1998 Subordinated Note shali be subordinated to the claim against and lien on said Tax Increments in favor of the Series 1998 Bonds. From and a8er the date of issue of the Series 1998 Bonds,1998 Subordinated Note shail be payable solely from Unpledged Tax Increments (as defined in the Indenture of Trust pursuant to which the Series 1998 Bonds are issued). The City hereby consents to such subardination, effective upon issuance of the Series 1998 Bonds. 147 7. In connection with the foregoing, appropriate officers of the City are hereby directed and authorized 148 to execute such instritments and take such other actions as may be required in connection therewith. 149 G�O Adopted by Council: Date Adopti n Certified by Cou: By: Approved by Mayor: Date By: � Secretary Requested by Department of: P1a co omi v o e By: ���Ci(iW✓'� Form Approve City Atto By: Approved by Mayor for Submission to Council By: 15279162 �t�,-� GQo DEMflTAENTADFFlCE/COUNdL DATE INITIATED J� J�� PED 5-29-97 GREEN SHEE CON7ACT PERSpN & PHONE �NITIAUDATE INITIAL/DATE Bob Geurs 66653 � DEPARTMENT DIRE � CRY CqUNCIL � � A��N O CRY A7TOBNEY � CISY CLERK NUMBEPFOP MUST BE ON CAUNGL AGENDA BY (DATE) qOUTING O B��ET DIflECTOR � FIN. $ MGL SEflVICES DIR, ONOEfl O µpYOR (OR ASSISTAIJ'n ❑ TOTAL # OF SIGNATURE PAGES (CLIP ALL LOCATIONS FOR SIGNATURE) ACTION flEQUESTE�: Resolution authorizing the execurion and delivery of a 7oint Pledge Agreement in connection wiih the issuance by the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota, of iu Tu Increment Revenue Refunding Bonds (Downtown Tax 3ncrement District), series 1998, and authorizing other acrions in connection RECOMMENDATIONS: Approve (A) or aeject (R) QERSONAL SERYtCE CONTRACTS MUST ANSWER TNE FOLLOWING QUESTIONS: _ PLANNMCa CAMMISSIQN _ qYIL SEHVICE CAMMISSION �� Has this persontfirm ever workatl under a contract far this tlepartmentT _CIBCAMMITfEE _ YES �NO 2. Has this person/firm ever been a city employee? _ STAFf — YES NO _ DISiRICT cOURT _ 3. Does this personRirm possess a skill not normally possessetl by any current city employeal SUPPOA75 WFi1CN COUNqL O&IEOTIVE9 YES NO Explain all yes answers on sepatete sheet ann attach to grean sDeet INITIATING PROBLEM, ISSUE, OPPORTUNITV (Who, Whet, When, Where, Why)� During the review of the e�sting tax increment district in order to redevelop Blcek 39 for Iawson Softwaze, it became appazent to the City Budget O�ce, HRA staff and the City's financial adviser that the eusting TIF debt needs to be restructured. ADVANTAGESIPAPPROVED: The puipose is to reduce the debt against the Dowtttown TaY Increment District and create the flexibility for the redevelopment af Block 39. DISADVANTAGES IF APPpOVEA: None. DISADVANTAGES IF NOi APPROVED: TOTAL AMOUNT OF TRANSACTION $ COST/REVENUE BUDGE7ED (CIRCLE ONE) YES NO FUNDIfAG SOURCE ACTIVITY NUMBER FINANCIAL INF�RFnATION. (EXP4AIN) Council File # �� r . �,0 Green Sheet # 3 q 3 ss 1 2 3 4 5 6 7 8 9 10 11 12 13 Presented By RESOLUTION CITY OF SAINT PAUL, MINNESOTA Referred To " Committee: Date oCi� � RESOLUTION AUTHORIZING THE EXECi3TION AND DELIVERY OF A JOINT PLEDGE AGREEMENT IN CONNECTION WITH 1'HE ISSUANCE BY THE HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT PAUL, NIINNESOTA, OF ITS TAX INCREMENT REVENUE REFUNDING BONDS (DOWNTOWN TAX INCREMENT DI5TRICT), SERIES 1998, AND AUTHORIZING OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS: A. The Housing and Redevelopment Authority of the City of Saint Pau1, Minnesota (the "Issuer" ) proposes to issue its Tas Increment Revenue Bonds (Downtown Tax Increment District) Series 1998 (the "Series 1998 Bonds") for the purpose of advance refunding, in part, the Issuer's TaY Increment Revenue Bonds (Downtown and Seventh Place Project) Series 1993 (the "Series 1993 Bonds"); and 14 B. The balance of funds required to defease the Series 1993 Bonds wi11 be derived from the transfer 15 of funds formerly held in reserve and other trust funds far the Series 1993 Bonds, and by a contribution by the 16 City of funds derived from an internal bonowing fund as provided herein; and 17 18 19 20 21 22 C. The internal bonowing fund sha11 be funded initially from amounts transferred from other City accounts as provided herein; and from and after the date of the City contribution referred to above, all payments made on account of certain financial obligarions of District Energy St. Paul, Inc. and District Cooling St. Paul, Inc. to the City and to the Issuer (as further described in the Special Fund Agreement between the City and the Issuer) sha11 be deposited in said fund, from which transfers will be made to restore funds to the City accounts from which funds were drawn; and 23 D. The Series 1998 Bonds to be issued by the Issuer sha11 be secured by ta�c increments derived from 24 the Issuer's Bowntown and Seventh Place Redevelopment Project (the "Tax Increments"), as well as by the 25 HoteUMotel TaY Proceeds and Civic Center Gross Revenues (all as defined in the Indenture and Joint Pledge 26 Agreement hereinafter described); and 27 E. In connecUon with the issuance of the City's $4,940,000 General Obligation Tax Increment 28 Refunding Bonds, Series 1992C, the City and the Issuer entered into that certain Tax Increment Pledge 29 Agreement dated as of March 1, 1992 (the "T� Increment Agreement"); and 30 F. In connecfion with the issuance by the Issuer of the Series 1993 Bonds, the City and Issuer entered 31 into an Amendment to Ta�c Increment Pledge Agreement, amending the Tas Increment Agreement described in 32 paragraph E., and in order for the Issuer to provide for the benefit of the holders of the Series 1998 Bonds a fitst 1 1527716.2 q'i - L4o 33 and senior pledge of the Tax Increments, it is necessary to again amend the Tas Increment Agreement to 34 subordinate the pledge o£ TaY Increments made therein and to provide that all Tax Increments shall be paid 35 d'uectly to the riustee for the Series 149$ Bonds; and 36 G. The Issuer has issued to the City its Subordinated TaYable Tax Increment Revenue Note of 1989 37 (Downtown and Seventh Place Redevelopment Project) (the "1989 Subordinate Note"), which note will be funded 38 by the advance by the City of funds from the internal bonowing fund to the defeasance escrow for the Series 1993 39 Bonds, which advance is a public redevelopment cost consented to by the Issuer, and 40 H. The Issuer wishes to refinance the 1989 Subordinate Note by the issuance to the City of the Issuer's 41 Subordinate TaYable Tas Increment Revenue Refunding Note of 1998 (the "1998 Subordinate Note"), which note 42 will be issued in the original principal amount of $7,000,000, and the City has agreed to accept the 1998 43 Subordinate Note in full consideration of surrender of the 1989 Subordinate Note; and 44 L In connection with the foregoing, it is necessary and desirable that the City enter into the Joint 45 Pledge Agreement, Special Fund Agreement and Second Amendment to Tax Increment Agreement hereanafter 46 described; 47 (a) NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Saint Paul, Minnesota, as 48 follows: 49 1. In connection with the issuance by the Issuer of its Tas Increment Revenue Refunding Bonds 50 (Downtown Tax Increment District) Series 1998, there has been submitted to this City Council for approval a 51 form o£Joint Pledge Agreement to be dated as of January 1, 1998 and to be entered into by and among Issuer, 52 the City, First Trust National Association (in its capacity as trustee for the 1998 Bonds) and the Civic Center 53 Authority [and a form of Second Amendment to Tas Increment Agreement to be dated as of January 1, 1998 and 54 to be entered into between the City and the Issuer and a form of Special Fund Agreement to be dated as of 55 3anuary 1, 1998 and to be entered into by and between the City and the Issuer. 56 2. It is hereby found, determined and declared that: 57 a. It is necessary and desirable for the City to enter into the Joint Pledge Agreement for the 58 purpose of pledging the HoteUNlotel Taac Proceeds and Civic Center Contributions (both as defined in the 54 Indenture) to the payment of the Series 1498 Bonds and the City Obligations (as defined in the Joint 60 Pledge Agreement) pursuant to the terms of the Joint Pledge Agreement and subject to the limitations 61 provided for in the Joint Pledge Agreement; 62 b. It is necessary and desirable for the City to enter into the Second Amendment to Tas 63 Increment Pledge Agreement for the purpose of subordinating the pledge of Tax Increments in favor of 64 the City to the pledge of Ta�c Increments in fauor of the Series 1498 Bonds and to provide for the payment 65 of Tax Increments directly to the trustee far the Series 1998 Bonds; 66 c. It is necessary and desirable for the City to enter into the Special Fund Agreement for the 67 purpose of providing funds to defease the Series 1993 Bonds and to provide for a revenue stream to 68 restore the funds so advanced; 69 d. Execution and delivery of the Joint Pledge Agreement, Second Amendment to T� 70 Increment Agreement and Special Fund Agreement and the payment of the City Obligations and the 71 72 73 74 75 76 77 : :1 .� : :. : :. .. erformance of ali covenants and ��_`�� p agreements on the part of the City and its agencies contained in the Joint Pledge Agreement, Second Atnendment to Tas Increment Agreement and Special Fund Agreement and all other acts and things required under the Constitution and laws of the State of Mimiesota to make the Joint Pledge Agreement, Second Amendment to Tas Increment Agreement and Special Fund Agreement valid and binding agreements of the City in accordance with their terms, and to make the City Obligations valid and binding special obligations of the City pursuaut to the tezms of the Joint Pledge Agreement; are authorized by such Constitution and laws and this Resolution; and e. T`I� CITY OBLIGATIONS ARE SPECIAL LIMITED OBLIGATIONS OF THE CTTY, PAYABLE SOLELY FROM THE PROCEEDS OF THE HOTEL/MOTEL TAX AND CIVIC CENTER GROSS REVENI7ES, AS PROVIDED IN AND SUBJECT TO THE TERMS AND CONDITIONS OF, THE JOINT PLEDGE AGREEMENT. TI�E CITY OBLIGATIONS ARE NOT A GENERAL OR MORAL OBLIGATION OF THE CI'I'Y, AND ARE NOT PAYABLE FROM OR CfIARGEABLE AGAINST ANY PROPERTY OF THE CITY OTHER THAN THE PROPERTY EXPRESSLY PLEDGED THERETO; THE CITY OBLIGATIONS SHALL NOT CONSTITUTE A CHARGE, LIEN OR ENCUMBRANCE, LEGAL OR EQUITA.BLE, UPON ANY PROPERTY OF THE CITY OTHER THAN THE REVENUES AND ASSETS PLEDGED BY THE JOINT PLEDGE AGI2EEMENT. THE CITY OBLIGATIONS SHALL NOT CONSTTfUTE A DEBT OF THE CITY WIT�VIIN TI�E MEANIlVG OF ANY CONBTITCPI'IONAL OR STATUTORY LIMITATION OF INDEBTEDNESS. 90 3. The City sha11 proceed forthwith to execute and deliver the Joint Pledge Agreement, Second 91 Amendment to T� Increment Agreement and Special Fund Agreement. Subject to the approval of the City 92 Attorney and appropriate CiTy staff, and the provisions of paragraph 5 of this Resolution, the form of the Joint 93 Pledge Agreement, Second Amendment to Tax Increment Agreement and Special Fund Agreement and e�ibits 94 thereto are approved in substantially the form submitted and on file in the office of the City Council, with such 95 subsequent changes therein as may be approved by the City Attorney and appropriate City staff and as may be 96 consistent with the deternunations made herein. The Joint Pledge Agreement, Second Amendment to Tax 97 Increment Agreement and Special Fund Agreement, in substantially the form submitted, are directed to be 98 executed in the name and on behalf of the City by the Mayor, the City Clerk, the Director, Office of Financial 99 Services, and the Director, Department of Planning and Economic Development. Any other documents and 100 certificates necessary to the transactions herein described shall be delivered, filed and recorded as provided herein 101 and in the related documents. 102 103 104 105 106 107 108 109 110 4. The Mayor, City Clerk, Director, Office of Financial Services and Director, Departrnent of Pluming and Economic Development, and other officers of the City are authorized and directed to prepare and fun�ish to bond counsel for the Series 1998 Bonds, to the Escrow Agent and to the Issuer, and to others as appropriate, certified copies of a11 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 a11 such certified copies, certificates and affidavits, including any heretofore furnished, sha11 constitute representations of the City as to the truth of a11 statements contained therein. 111 5. The approval hereby given to the Joint Pledge Agreement, Second Amendment to Taa� Increment 112 Agreement and Special Fund Agreement refened to above includes approval of such additional details therein 113 as may be necessary and appropriate, and such modificafions thereof, deletions therefrom and additions thereto ]527716.2 q� � G90 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 as may be necessary and appropriate and approved by the City Attorney and appropriate City staff and the Ciry officers authorized herein to execute the Joint Pledge Agreement, Second Amendment to Tax Inctement Agreement and Special Fund Agreement prior to their execution, and includes approval of such related instnunents as may be required to be executed in connecfion with Joint Pledge Agreement, Second Amendment to Tax Increment Agreement and Special Fund Agreement and said City Attorney, City officers and City staff aze hereby authorized to approve said change and related instruments on behalf of the City upon determination by them such changes and related instruments are consistent with this Resolurion and necessary or desirable to effectuate the purposes hereof. Notwithstanding the foregoing, no change shall be made in the foregoing Agreements or any related document which would have the effect of (a) requiring the payment of HoteUMotel Tax Proceeds in an amount greater than the twenty-five percent (25%) of the first three percent (3.0°l0) of the HotelJMotel Ta�c, except as may be required to pay at least $190,000 of the proceeds of the Hotel/Motel Tas to the Trustee for the Series 1998 Bonds, or (b) requiring the payment of more than $660,000 per yeaz (cuxnulatively) of Civic Center Gross Revenues to the Trustee far the Series 1998 Bonds. 'Ine execution of the Joint Pledge A�eement, Second Amendment to Tas Increment Agreement and Special Fund Agreement, or any related instruuient by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of approval of such documents in accordance with the terms hereof. In the absence of the Mayor, City Clerk, Director, Office of Financial Services, or Director, Department of Planning and Economic Development, any of the documents authorized by this Resolution to be executed by them may be authorized to act in their place and stead. 6. The Issuer has issued to the City its Subordinated Ta�cable Increment Revenue Note of 1984 (Downtown and Seventh Place Redevelopment Project) (the "1989 Subordinate Note") in the original principal amount of $7,000,000. The City will advance funds from the Internal Borrowing Fund as described above and in the Special Fund Agreement, and the amount transferred to the Escrow Agettt foz the Series 1993 Bonds will be a public redevelopment cost consented to by the Authoriry on the date made, in the amount of $7,000,000. The Authority will, with the consent of the City, immediately thereafter refivazice the 1989 Subordinate Note by the issuance ofthe Authority's Subordinated Taxable Tax Increment Revenue Refunding Note of 1998 (the "1998 Subordinate Note"). The Issuer has requested that the City surrender the 1989 Note and accept the 1998 Note in exchange, and the City agrees to that request. The claun against and lien on TaY Increments (as defined in the Joint Pledge Agreement) in favoz of the 1989 SubordinaCed Note and 1998 Subordinated Note shali be subordinated to the claim against and lien on said Tax Increments in favor of the Series 1998 Bonds. From and a8er the date of issue of the Series 1998 Bonds,1998 Subordinated Note shail be payable solely from Unpledged Tax Increments (as defined in the Indenture of Trust pursuant to which the Series 1998 Bonds are issued). The City hereby consents to such subardination, effective upon issuance of the Series 1998 Bonds. 147 7. In connection with the foregoing, appropriate officers of the City are hereby directed and authorized 148 to execute such instritments and take such other actions as may be required in connection therewith. 149 G�O Adopted by Council: Date Adopti n Certified by Cou: By: Approved by Mayor: Date By: � Secretary Requested by Department of: P1a co omi v o e By: ���Ci(iW✓'� Form Approve City Atto By: Approved by Mayor for Submission to Council By: 15279162 �t�,-� GQo DEMflTAENTADFFlCE/COUNdL DATE INITIATED J� J�� PED 5-29-97 GREEN SHEE CON7ACT PERSpN & PHONE �NITIAUDATE INITIAL/DATE Bob Geurs 66653 � DEPARTMENT DIRE � CRY CqUNCIL � � A��N O CRY A7TOBNEY � CISY CLERK NUMBEPFOP MUST BE ON CAUNGL AGENDA BY (DATE) qOUTING O B��ET DIflECTOR � FIN. $ MGL SEflVICES DIR, ONOEfl O µpYOR (OR ASSISTAIJ'n ❑ TOTAL # OF SIGNATURE PAGES (CLIP ALL LOCATIONS FOR SIGNATURE) ACTION flEQUESTE�: Resolution authorizing the execurion and delivery of a 7oint Pledge Agreement in connection wiih the issuance by the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota, of iu Tu Increment Revenue Refunding Bonds (Downtown Tax 3ncrement District), series 1998, and authorizing other acrions in connection RECOMMENDATIONS: Approve (A) or aeject (R) QERSONAL SERYtCE CONTRACTS MUST ANSWER TNE FOLLOWING QUESTIONS: _ PLANNMCa CAMMISSIQN _ qYIL SEHVICE CAMMISSION �� Has this persontfirm ever workatl under a contract far this tlepartmentT _CIBCAMMITfEE _ YES �NO 2. Has this person/firm ever been a city employee? _ STAFf — YES NO _ DISiRICT cOURT _ 3. Does this personRirm possess a skill not normally possessetl by any current city employeal SUPPOA75 WFi1CN COUNqL O&IEOTIVE9 YES NO Explain all yes answers on sepatete sheet ann attach to grean sDeet INITIATING PROBLEM, ISSUE, OPPORTUNITV (Who, Whet, When, Where, Why)� During the review of the e�sting tax increment district in order to redevelop Blcek 39 for Iawson Softwaze, it became appazent to the City Budget O�ce, HRA staff and the City's financial adviser that the eusting TIF debt needs to be restructured. ADVANTAGESIPAPPROVED: The puipose is to reduce the debt against the Dowtttown TaY Increment District and create the flexibility for the redevelopment af Block 39. DISADVANTAGES IF APPpOVEA: None. DISADVANTAGES IF NOi APPROVED: TOTAL AMOUNT OF TRANSACTION $ COST/REVENUE BUDGE7ED (CIRCLE ONE) YES NO FUNDIfAG SOURCE ACTIVITY NUMBER FINANCIAL INF�RFnATION. (EXP4AIN) Council File # �� r . �,0 Green Sheet # 3 q 3 ss 1 2 3 4 5 6 7 8 9 10 11 12 13 Presented By RESOLUTION CITY OF SAINT PAUL, MINNESOTA Referred To " Committee: Date oCi� � RESOLUTION AUTHORIZING THE EXECi3TION AND DELIVERY OF A JOINT PLEDGE AGREEMENT IN CONNECTION WITH 1'HE ISSUANCE BY THE HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT PAUL, NIINNESOTA, OF ITS TAX INCREMENT REVENUE REFUNDING BONDS (DOWNTOWN TAX INCREMENT DI5TRICT), SERIES 1998, AND AUTHORIZING OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS: A. The Housing and Redevelopment Authority of the City of Saint Pau1, Minnesota (the "Issuer" ) proposes to issue its Tas Increment Revenue Bonds (Downtown Tax Increment District) Series 1998 (the "Series 1998 Bonds") for the purpose of advance refunding, in part, the Issuer's TaY Increment Revenue Bonds (Downtown and Seventh Place Project) Series 1993 (the "Series 1993 Bonds"); and 14 B. The balance of funds required to defease the Series 1993 Bonds wi11 be derived from the transfer 15 of funds formerly held in reserve and other trust funds far the Series 1993 Bonds, and by a contribution by the 16 City of funds derived from an internal bonowing fund as provided herein; and 17 18 19 20 21 22 C. The internal bonowing fund sha11 be funded initially from amounts transferred from other City accounts as provided herein; and from and after the date of the City contribution referred to above, all payments made on account of certain financial obligarions of District Energy St. Paul, Inc. and District Cooling St. Paul, Inc. to the City and to the Issuer (as further described in the Special Fund Agreement between the City and the Issuer) sha11 be deposited in said fund, from which transfers will be made to restore funds to the City accounts from which funds were drawn; and 23 D. The Series 1998 Bonds to be issued by the Issuer sha11 be secured by ta�c increments derived from 24 the Issuer's Bowntown and Seventh Place Redevelopment Project (the "Tax Increments"), as well as by the 25 HoteUMotel TaY Proceeds and Civic Center Gross Revenues (all as defined in the Indenture and Joint Pledge 26 Agreement hereinafter described); and 27 E. In connecUon with the issuance of the City's $4,940,000 General Obligation Tax Increment 28 Refunding Bonds, Series 1992C, the City and the Issuer entered into that certain Tax Increment Pledge 29 Agreement dated as of March 1, 1992 (the "T� Increment Agreement"); and 30 F. In connecfion with the issuance by the Issuer of the Series 1993 Bonds, the City and Issuer entered 31 into an Amendment to Ta�c Increment Pledge Agreement, amending the Tas Increment Agreement described in 32 paragraph E., and in order for the Issuer to provide for the benefit of the holders of the Series 1998 Bonds a fitst 1 1527716.2 q'i - L4o 33 and senior pledge of the Tax Increments, it is necessary to again amend the Tas Increment Agreement to 34 subordinate the pledge o£ TaY Increments made therein and to provide that all Tax Increments shall be paid 35 d'uectly to the riustee for the Series 149$ Bonds; and 36 G. The Issuer has issued to the City its Subordinated TaYable Tax Increment Revenue Note of 1989 37 (Downtown and Seventh Place Redevelopment Project) (the "1989 Subordinate Note"), which note will be funded 38 by the advance by the City of funds from the internal bonowing fund to the defeasance escrow for the Series 1993 39 Bonds, which advance is a public redevelopment cost consented to by the Issuer, and 40 H. The Issuer wishes to refinance the 1989 Subordinate Note by the issuance to the City of the Issuer's 41 Subordinate TaYable Tas Increment Revenue Refunding Note of 1998 (the "1998 Subordinate Note"), which note 42 will be issued in the original principal amount of $7,000,000, and the City has agreed to accept the 1998 43 Subordinate Note in full consideration of surrender of the 1989 Subordinate Note; and 44 L In connection with the foregoing, it is necessary and desirable that the City enter into the Joint 45 Pledge Agreement, Special Fund Agreement and Second Amendment to Tax Increment Agreement hereanafter 46 described; 47 (a) NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Saint Paul, Minnesota, as 48 follows: 49 1. In connection with the issuance by the Issuer of its Tas Increment Revenue Refunding Bonds 50 (Downtown Tax Increment District) Series 1998, there has been submitted to this City Council for approval a 51 form o£Joint Pledge Agreement to be dated as of January 1, 1998 and to be entered into by and among Issuer, 52 the City, First Trust National Association (in its capacity as trustee for the 1998 Bonds) and the Civic Center 53 Authority [and a form of Second Amendment to Tas Increment Agreement to be dated as of January 1, 1998 and 54 to be entered into between the City and the Issuer and a form of Special Fund Agreement to be dated as of 55 3anuary 1, 1998 and to be entered into by and between the City and the Issuer. 56 2. It is hereby found, determined and declared that: 57 a. It is necessary and desirable for the City to enter into the Joint Pledge Agreement for the 58 purpose of pledging the HoteUNlotel Taac Proceeds and Civic Center Contributions (both as defined in the 54 Indenture) to the payment of the Series 1498 Bonds and the City Obligations (as defined in the Joint 60 Pledge Agreement) pursuant to the terms of the Joint Pledge Agreement and subject to the limitations 61 provided for in the Joint Pledge Agreement; 62 b. It is necessary and desirable for the City to enter into the Second Amendment to Tas 63 Increment Pledge Agreement for the purpose of subordinating the pledge of Tax Increments in favor of 64 the City to the pledge of Ta�c Increments in fauor of the Series 1498 Bonds and to provide for the payment 65 of Tax Increments directly to the trustee far the Series 1998 Bonds; 66 c. It is necessary and desirable for the City to enter into the Special Fund Agreement for the 67 purpose of providing funds to defease the Series 1993 Bonds and to provide for a revenue stream to 68 restore the funds so advanced; 69 d. Execution and delivery of the Joint Pledge Agreement, Second Amendment to T� 70 Increment Agreement and Special Fund Agreement and the payment of the City Obligations and the 71 72 73 74 75 76 77 : :1 .� : :. : :. .. erformance of ali covenants and ��_`�� p agreements on the part of the City and its agencies contained in the Joint Pledge Agreement, Second Atnendment to Tas Increment Agreement and Special Fund Agreement and all other acts and things required under the Constitution and laws of the State of Mimiesota to make the Joint Pledge Agreement, Second Amendment to Tas Increment Agreement and Special Fund Agreement valid and binding agreements of the City in accordance with their terms, and to make the City Obligations valid and binding special obligations of the City pursuaut to the tezms of the Joint Pledge Agreement; are authorized by such Constitution and laws and this Resolution; and e. T`I� CITY OBLIGATIONS ARE SPECIAL LIMITED OBLIGATIONS OF THE CTTY, PAYABLE SOLELY FROM THE PROCEEDS OF THE HOTEL/MOTEL TAX AND CIVIC CENTER GROSS REVENI7ES, AS PROVIDED IN AND SUBJECT TO THE TERMS AND CONDITIONS OF, THE JOINT PLEDGE AGREEMENT. TI�E CITY OBLIGATIONS ARE NOT A GENERAL OR MORAL OBLIGATION OF THE CI'I'Y, AND ARE NOT PAYABLE FROM OR CfIARGEABLE AGAINST ANY PROPERTY OF THE CITY OTHER THAN THE PROPERTY EXPRESSLY PLEDGED THERETO; THE CITY OBLIGATIONS SHALL NOT CONSTITUTE A CHARGE, LIEN OR ENCUMBRANCE, LEGAL OR EQUITA.BLE, UPON ANY PROPERTY OF THE CITY OTHER THAN THE REVENUES AND ASSETS PLEDGED BY THE JOINT PLEDGE AGI2EEMENT. THE CITY OBLIGATIONS SHALL NOT CONSTTfUTE A DEBT OF THE CITY WIT�VIIN TI�E MEANIlVG OF ANY CONBTITCPI'IONAL OR STATUTORY LIMITATION OF INDEBTEDNESS. 90 3. The City sha11 proceed forthwith to execute and deliver the Joint Pledge Agreement, Second 91 Amendment to T� Increment Agreement and Special Fund Agreement. Subject to the approval of the City 92 Attorney and appropriate CiTy staff, and the provisions of paragraph 5 of this Resolution, the form of the Joint 93 Pledge Agreement, Second Amendment to Tax Increment Agreement and Special Fund Agreement and e�ibits 94 thereto are approved in substantially the form submitted and on file in the office of the City Council, with such 95 subsequent changes therein as may be approved by the City Attorney and appropriate City staff and as may be 96 consistent with the deternunations made herein. The Joint Pledge Agreement, Second Amendment to Tax 97 Increment Agreement and Special Fund Agreement, in substantially the form submitted, are directed to be 98 executed in the name and on behalf of the City by the Mayor, the City Clerk, the Director, Office of Financial 99 Services, and the Director, Department of Planning and Economic Development. Any other documents and 100 certificates necessary to the transactions herein described shall be delivered, filed and recorded as provided herein 101 and in the related documents. 102 103 104 105 106 107 108 109 110 4. The Mayor, City Clerk, Director, Office of Financial Services and Director, Departrnent of Pluming and Economic Development, and other officers of the City are authorized and directed to prepare and fun�ish to bond counsel for the Series 1998 Bonds, to the Escrow Agent and to the Issuer, and to others as appropriate, certified copies of a11 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 a11 such certified copies, certificates and affidavits, including any heretofore furnished, sha11 constitute representations of the City as to the truth of a11 statements contained therein. 111 5. The approval hereby given to the Joint Pledge Agreement, Second Amendment to Taa� Increment 112 Agreement and Special Fund Agreement refened to above includes approval of such additional details therein 113 as may be necessary and appropriate, and such modificafions thereof, deletions therefrom and additions thereto ]527716.2 q� � G90 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 as may be necessary and appropriate and approved by the City Attorney and appropriate City staff and the Ciry officers authorized herein to execute the Joint Pledge Agreement, Second Amendment to Tax Inctement Agreement and Special Fund Agreement prior to their execution, and includes approval of such related instnunents as may be required to be executed in connecfion with Joint Pledge Agreement, Second Amendment to Tax Increment Agreement and Special Fund Agreement and said City Attorney, City officers and City staff aze hereby authorized to approve said change and related instruments on behalf of the City upon determination by them such changes and related instruments are consistent with this Resolurion and necessary or desirable to effectuate the purposes hereof. Notwithstanding the foregoing, no change shall be made in the foregoing Agreements or any related document which would have the effect of (a) requiring the payment of HoteUMotel Tax Proceeds in an amount greater than the twenty-five percent (25%) of the first three percent (3.0°l0) of the HotelJMotel Ta�c, except as may be required to pay at least $190,000 of the proceeds of the Hotel/Motel Tas to the Trustee for the Series 1998 Bonds, or (b) requiring the payment of more than $660,000 per yeaz (cuxnulatively) of Civic Center Gross Revenues to the Trustee far the Series 1998 Bonds. 'Ine execution of the Joint Pledge A�eement, Second Amendment to Tas Increment Agreement and Special Fund Agreement, or any related instruuient by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of approval of such documents in accordance with the terms hereof. In the absence of the Mayor, City Clerk, Director, Office of Financial Services, or Director, Department of Planning and Economic Development, any of the documents authorized by this Resolution to be executed by them may be authorized to act in their place and stead. 6. The Issuer has issued to the City its Subordinated Ta�cable Increment Revenue Note of 1984 (Downtown and Seventh Place Redevelopment Project) (the "1989 Subordinate Note") in the original principal amount of $7,000,000. The City will advance funds from the Internal Borrowing Fund as described above and in the Special Fund Agreement, and the amount transferred to the Escrow Agettt foz the Series 1993 Bonds will be a public redevelopment cost consented to by the Authoriry on the date made, in the amount of $7,000,000. The Authority will, with the consent of the City, immediately thereafter refivazice the 1989 Subordinate Note by the issuance ofthe Authority's Subordinated Taxable Tax Increment Revenue Refunding Note of 1998 (the "1998 Subordinate Note"). The Issuer has requested that the City surrender the 1989 Note and accept the 1998 Note in exchange, and the City agrees to that request. The claun against and lien on TaY Increments (as defined in the Joint Pledge Agreement) in favoz of the 1989 SubordinaCed Note and 1998 Subordinated Note shali be subordinated to the claim against and lien on said Tax Increments in favor of the Series 1998 Bonds. From and a8er the date of issue of the Series 1998 Bonds,1998 Subordinated Note shail be payable solely from Unpledged Tax Increments (as defined in the Indenture of Trust pursuant to which the Series 1998 Bonds are issued). The City hereby consents to such subardination, effective upon issuance of the Series 1998 Bonds. 147 7. In connection with the foregoing, appropriate officers of the City are hereby directed and authorized 148 to execute such instritments and take such other actions as may be required in connection therewith. 149 G�O Adopted by Council: Date Adopti n Certified by Cou: By: Approved by Mayor: Date By: � Secretary Requested by Department of: P1a co omi v o e By: ���Ci(iW✓'� Form Approve City Atto By: Approved by Mayor for Submission to Council By: 15279162 �t�,-� GQo DEMflTAENTADFFlCE/COUNdL DATE INITIATED J� J�� PED 5-29-97 GREEN SHEE CON7ACT PERSpN & PHONE �NITIAUDATE INITIAL/DATE Bob Geurs 66653 � DEPARTMENT DIRE � CRY CqUNCIL � � A��N O CRY A7TOBNEY � CISY CLERK NUMBEPFOP MUST BE ON CAUNGL AGENDA BY (DATE) qOUTING O B��ET DIflECTOR � FIN. $ MGL SEflVICES DIR, ONOEfl O µpYOR (OR ASSISTAIJ'n ❑ TOTAL # OF SIGNATURE PAGES (CLIP ALL LOCATIONS FOR SIGNATURE) ACTION flEQUESTE�: Resolution authorizing the execurion and delivery of a 7oint Pledge Agreement in connection wiih the issuance by the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota, of iu Tu Increment Revenue Refunding Bonds (Downtown Tax 3ncrement District), series 1998, and authorizing other acrions in connection RECOMMENDATIONS: Approve (A) or aeject (R) QERSONAL SERYtCE CONTRACTS MUST ANSWER TNE FOLLOWING QUESTIONS: _ PLANNMCa CAMMISSIQN _ qYIL SEHVICE CAMMISSION �� Has this persontfirm ever workatl under a contract far this tlepartmentT _CIBCAMMITfEE _ YES �NO 2. Has this person/firm ever been a city employee? _ STAFf — YES NO _ DISiRICT cOURT _ 3. Does this personRirm possess a skill not normally possessetl by any current city employeal SUPPOA75 WFi1CN COUNqL O&IEOTIVE9 YES NO Explain all yes answers on sepatete sheet ann attach to grean sDeet INITIATING PROBLEM, ISSUE, OPPORTUNITV (Who, Whet, When, Where, Why)� During the review of the e�sting tax increment district in order to redevelop Blcek 39 for Iawson Softwaze, it became appazent to the City Budget O�ce, HRA staff and the City's financial adviser that the eusting TIF debt needs to be restructured. ADVANTAGESIPAPPROVED: The puipose is to reduce the debt against the Dowtttown TaY Increment District and create the flexibility for the redevelopment af Block 39. DISADVANTAGES IF APPpOVEA: None. DISADVANTAGES IF NOi APPROVED: TOTAL AMOUNT OF TRANSACTION $ COST/REVENUE BUDGE7ED (CIRCLE ONE) YES NO FUNDIfAG SOURCE ACTIVITY NUMBER FINANCIAL INF�RFnATION. (EXP4AIN)