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97-735Council File �� 1 1 3 S Green Sheet # ✓���� GRl�oi`�� Presented 1 2 3 4 5 6 7 8 9 10 11 2 3 4 15 16 7 18 9 0 1 22 3 4 5 6 7 8 9 30 1 2 3 4 5 36 7 8 9 ReEerred RESOLUTION OF SAINT PAUL, MINNESOTA RESOLUTION APPROVING AMENDMENT TO DISTRICT HEATING AGREEMENl'S AND CONSENTING TO ADDITIONAL BONDS WHEREAS: A. The City of Saint Paul, was awazded an Urban Development Action Grant (No. B-81-AA-0028, the "UDAG") for the purposes of the district heating system (the "System") owned and operated by District Heating Development Company, Inc. d/b/a District Energy St. Paul, Inc. (the "Company"); and B. In connection with the development of the System, the City made a loan to the Company from the proceeds of the UDAG pursuant to a City Loan Agreement dated as of December 1, 1982 as amended by an Amendment to City I.oan Ageement dated December 1, 1985 (collectively, the "City Loan Agreement"), and the City I.oan Agreement aLso provided for loans to the Company by the City of Community Development Block Grant and tas increment funds, all which loans are secured by a City Mortgage, Fixture Financing Statement and Security Agreement dated as of December 1, 1982 and amended by an Amendment to City Mortgage, Fixture Financing Statement and Security Agreement dated December 1, 1985 (collectively, the "City Mortgage"); and C. The Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the "HRA") has issued its $3Q500,000 Variable Rate Demand Purchase District Heating Revenue Bonds, 1982 Series A, dated December 22,1982 (the "Series ABonds") and its $14,OOQ000 District Heating Revenue Bonds, 1985 Series B, dated December 30, 1485 (the "Series B Bonds"), and loaned the proceeds thereof to the Company for the purpose of financing the System; and - D. The Campany has proposed that the fII2A should issue its Variable Rate Demand Purchase District Heating Revenue Bonds, 1997 Series C(the "Series C Bonds"), to provide funds sufficient, together with other available fiznds, to refund, redeem and prepay prior to maturity the Series B Bonds; and 4o q�!- �i35 1 E. The loan to be made by the HRA from the proceeds ofthe Series C Bonds will require subordination 2 of the City's security interest in the System to the interests of the trustee for the District Heating Revenue Bonds 3(including the Series C Bonds) and the interest of ihe bank which issues the letter(s) of credit securing the bonds, which 4 subordination will be evidenced by a Subordination Agreement to be dated as of July 1, 1997; and 45 6 F. There has been submitted to this City Council a form of a Subordination Agreement; and 47 8 G. In connection with the issuance of the Series C Bonds, certain changes will be made in the various 9 documents and agreements for the HRA's District Heating Revenue Bonds, speci&cally with respect to the collection 0 ofFranchise Fees, the remittance thereofto the City on a monthly basis, and the concurrent deletion ofthe Franchise 1 Fees Account and Franchise Fees Account Requirement from the Indenture governing the District Heating Revenue 2 Bonds; and 53 4 H. In place of the former structure with respect to franchise fees, a franchise fees agreement to be dated 5 as ofJuly 1, 1997 (the "Franchise Fees AgcemenY') will be entered into by and among the City, the Company and First 6 Tn�st National Association (in its sepazate capacity hereunder as "Escrow AgenY'), and consented to by the HItA and 7 Credit L,ocal de France, to create a Franchise Fees Account held by the Escrow Agent and to be funded by a 8 promissory note issued by the City; and 59 0 I. Further, certain ofthe changes described in paragaph G are set forth in the Second Amendment to City 1 Loan Agreement to be dated as of Juty 1, 1997, a form of which has been submitted to this City Council; and 62 3 J. In order to effect the redemption of the Series B Bonds, the Company will make an irrevocable offer 4 to purchase the Series B Bonds from the Sumitomo Bank Limited Chicago Branch ("Sumitomo"), which is the sole 5 holder. It is proposed that the Series B Bonds be purchased from Sumitomo concurrently with issuance ofthe Series 6 C Bonds. 67 8 K. The Series A Eonds aze presently secured by a L.etter of Gredit issued by Sumitomo. It is proposed that 9 the Sumitomo Letter of Credit be replaced by a Replacement Letter of Credit to be issued by Credit Local de France 0 acting through its New York agency ("CLF"), which replacement, may occur concunently with, or before or after, 1 issuance of the Series C Bonds. CLF will further issue the same as a sepazate Letter of Credit to secure the Series C 2 Bonds. 73 4 NOW THEREFORE, BE IT TtESOLVED by the City Council of the City of Saint Paul, Minnesota, as follows: 75 76 q�-�135 7 Subordination A,�reement Second Amendment to Citv L�an Agreement and Franchise Fees Aereement 78 9 1. The forms of the Subordination Ageement, 5econd Amendment to City Loan Agreement and 0 Franchise Fees Agreement are hereby approved. The Subordination Ageement, Second Amendment to City L,oan 1 Ageemerrt and Franchise Fces Agreement are hereby authorized and directed to be executed by the appropriate officers 2 of the City, subject to approvai of the form thereof by the City Attomey. 83 4 2. The form ofthe Subordination Agreement, Second Amendment to City Loan Agreement and Franchise 5 Fees Agreement approved hereby are authorized to be executed with such variations, mod'tfications, additions or 6 deletions as may be necessary and approved by the City Attorney. Any such changes shall be deemed to have been 7 agreed to by virtue of execution of the documents. 88 9 r�ncPm rn Tcc,�ance of Series C Bonds Replacement Letter of Gedit 90 1 3. The City hereby consents to the issuance by the HRA of additional bonds, in the form of the Series C 2 Bonds, forthe purposes ofprepaying and refunding the Series B Bonds. This consent extends only to additional bonds 3 in an aggregate principal amount not exceeding the principal amount authorized in the previously executed amendments 4 to the UDAG. 95 4. The City fiuther co�ts to replacement of the Sumitomo Letter of Credit by a Replacement Letter of Credit issued by CI,F. Upon approval thereof by the City Attomey, the appropriate officers of the City aze authorized and directed to execute and deliver such certificates, confirmations of subordination or other instnzments necessazy or desirable in connection with the replacement transaction. 100 Ol UDAG 102 03 5. The loan to be made from the proceeds of the Series C Bonds, and the transaction contemplated . 04 thereby, does not violate any term or condition of the UDAG, as the UDAG has been previously amended. 105 06 Franchise FeesiFranchise Fees Account 107 108 109 110 111 112 113 114 115 116 117 118 119 6. (a) The Original Loan Agreement creates a Franchise Fees Account within the Operating Fund and requires the accumulation and maintenance therein of not less than 12 months' Franchise Fees prior to remittance to the City of any Franchise Fees. The HILA has expressly conditioned its willingness to issue the Series C Bonds, and the City has expressly conditioned its willingness to enter into the Subordination Agreement, upon the temunation of the requirement for the accumulation of funds in the Franchise Fees Account and the remittance to the City of funds now held therein. (b) The City, the HRA, the Company and CLF have agreed that the provisions of the Original Loan Agreement and Indenture requiring the accumulation of funds in the Franchise Fees Account and the related Franchise Fees Account Requirement shall be deleted from the Original Loan Agreement and Original Indenture, both as heretofore amended and restated. 120 (c) In p(ace of such provisions, the Loan Agreement and the Indenture, both as amended and 121 restated as provided in this Resolution, and the Franchise Fees Agreement shall provide that the Company shall 122 collect Franchise Fees from its customers, and shall remit the Franchise Fees to the Escrow Agent who shall then 123 remit such amounts to the City on a monthly basis, subject to the provisions of the Franchise Fees Agreement 124 which require remittance of those amounts to the Trustee under certain circumstances. Upon amendment of the Gr1-�l�J 125 Franchise Ordinance in an appropriate fashion, the Franchise Fees Agreement shal] terminate and the Company 126 will remit franchise fees directly to the City. Each remittance by the Company: (a) shall be made on or before the 127 25th day of the month; and (b) shall be in the amount of Franchise Fees actually billed to customers during the 128 preceding month, with appropriate adjustments for non-payments and billing changes. 129 130 (d) Upon, and as a condition to, the issuance and delivery of ihe Series C Bonds, the Company 131 shatl cause to be remitted to the City, in immediately available funds, al] funds then held in the Franchise Fees 132 Account. 133 134 (e) Upon the remittance to the City of the funds held in the Franchise Fees Account under the 135 Indenture, the City will execute and deliver the Franchise Fees Agreement and the promissory note required to 136 137 138 139 140 141 142 143 144 45 146 47 48 149 150 be held in the Account created thereby. (� It is the intent of the City that the Franchise Fees and Franchise Fees Account changes authorized and required by this Resolution and the HRA's resolution authorizing the issuance of the Series C Bonds and the execution and delivery of the Franchise Fees Agreement and related promissory note shall resolve all present and past disputes or questions over the intent, meaning or effect of the provisions contained in the various contracts, agreements, resolutions and ordinances with respect to Franchise Fees, the Franchise Fees Account Requirement and the Franchise Fees Account. Tettns 7. Terms capitalized but not otherwise defined in this Resolution have the meanings assigned to those terms in the HRA's resolution authorizing the issuance of the Series C Bonds and in the documents and agreements relating to the District Heating Revenue Bonds. Requested by Department of: Planninc�& Econom�c Develogment By: Adoption Certified by Council Secretary Form Approved by City Attorney By: � �- �r �_� e�-_ ny. Approved by Mayor: Date L. l�'S` 5�—� �v � Adopted by Council: Date �� �35 38231 DEPARTMENLOFGICE/COUNGIL DATE INITtATED Planning and Economic Development June 12, 1997 GREEN SHEE CONTAVT PER$pN & PHONE INRIAVDATE MRIALNAiE aDEPARTMENTDIflE OCITYCAUNQL Pam Wheelock, 266-6655 NUAI FOR � CRYATfORNEY � CITY CLERK MUST BE ON CqUNCIL AGENOA BY (DAT� qp�� � BUDGEf DIRECTOR � FIN. S MGT. SERVICES DIR. June 18 1997 ORDEP O MqyOR (OR ASSISTAPIT) � TOTAL # OF SIGNATURE PAGES (CLIP ALL IOCATIONS FOR SIGNATUR� ACTION REDUESTED: Approving amendments to District Heating Agreements and consenting to addirional bonds. FiECOMMENOA71oNS: Approva (A) or Raject (R) pEASONAL SERVECE CONTHACTS MUST ANSW Efl THE FOLLOWING �UESTIONS: _ PLpNNING COMMISSION _ CIVI� SERVICE COMMISSION �- Has this persoMirm ever worketl under a coMract for this tlepartment? _ CIB CAMMITTEE _ YES NO — S7AFF 2. Has this personfirm ever 6een a ciry employee? — YES NO — DISTRIC7 CquRF _ 3. Does this person/Firm possess a skill not normally possessed by any current ciry employee9 SUPPORTS WHICH COUNqL 0&IECTNE? YES NO Explain all yes enswers on separete sheet anC attach to green sheet INfT1ATiNG PROBLEM, iSSUE, OPPpRNNITY (Wpp, What.VYhen. Where, Why). ADVANTAGESIFAPPROVED: � DISADVANTAGESIFAPPROVED' � � � � ���� �t� J�� � � ��g�7 _.,:,� DISADVANiACaES IF NOTAPPROVED: � TOTAL AMOUNT OF iRANSACTION $ COST/REVENUE BUDGE7ED (CIRCLE ONE) YES NO FUNDIfdG SOURCE AC7IVITY NUMBER FINANCIAL INFORhiATIOM (EXPLAIN) Council File �� 1 1 3 S Green Sheet # ✓���� GRl�oi`�� Presented 1 2 3 4 5 6 7 8 9 10 11 2 3 4 15 16 7 18 9 0 1 22 3 4 5 6 7 8 9 30 1 2 3 4 5 36 7 8 9 ReEerred RESOLUTION OF SAINT PAUL, MINNESOTA RESOLUTION APPROVING AMENDMENT TO DISTRICT HEATING AGREEMENl'S AND CONSENTING TO ADDITIONAL BONDS WHEREAS: A. The City of Saint Paul, was awazded an Urban Development Action Grant (No. B-81-AA-0028, the "UDAG") for the purposes of the district heating system (the "System") owned and operated by District Heating Development Company, Inc. d/b/a District Energy St. Paul, Inc. (the "Company"); and B. In connection with the development of the System, the City made a loan to the Company from the proceeds of the UDAG pursuant to a City Loan Agreement dated as of December 1, 1982 as amended by an Amendment to City I.oan Ageement dated December 1, 1985 (collectively, the "City Loan Agreement"), and the City I.oan Agreement aLso provided for loans to the Company by the City of Community Development Block Grant and tas increment funds, all which loans are secured by a City Mortgage, Fixture Financing Statement and Security Agreement dated as of December 1, 1982 and amended by an Amendment to City Mortgage, Fixture Financing Statement and Security Agreement dated December 1, 1985 (collectively, the "City Mortgage"); and C. The Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the "HRA") has issued its $3Q500,000 Variable Rate Demand Purchase District Heating Revenue Bonds, 1982 Series A, dated December 22,1982 (the "Series ABonds") and its $14,OOQ000 District Heating Revenue Bonds, 1985 Series B, dated December 30, 1485 (the "Series B Bonds"), and loaned the proceeds thereof to the Company for the purpose of financing the System; and - D. The Campany has proposed that the fII2A should issue its Variable Rate Demand Purchase District Heating Revenue Bonds, 1997 Series C(the "Series C Bonds"), to provide funds sufficient, together with other available fiznds, to refund, redeem and prepay prior to maturity the Series B Bonds; and 4o q�!- �i35 1 E. The loan to be made by the HRA from the proceeds ofthe Series C Bonds will require subordination 2 of the City's security interest in the System to the interests of the trustee for the District Heating Revenue Bonds 3(including the Series C Bonds) and the interest of ihe bank which issues the letter(s) of credit securing the bonds, which 4 subordination will be evidenced by a Subordination Agreement to be dated as of July 1, 1997; and 45 6 F. There has been submitted to this City Council a form of a Subordination Agreement; and 47 8 G. In connection with the issuance of the Series C Bonds, certain changes will be made in the various 9 documents and agreements for the HRA's District Heating Revenue Bonds, speci&cally with respect to the collection 0 ofFranchise Fees, the remittance thereofto the City on a monthly basis, and the concurrent deletion ofthe Franchise 1 Fees Account and Franchise Fees Account Requirement from the Indenture governing the District Heating Revenue 2 Bonds; and 53 4 H. In place of the former structure with respect to franchise fees, a franchise fees agreement to be dated 5 as ofJuly 1, 1997 (the "Franchise Fees AgcemenY') will be entered into by and among the City, the Company and First 6 Tn�st National Association (in its sepazate capacity hereunder as "Escrow AgenY'), and consented to by the HItA and 7 Credit L,ocal de France, to create a Franchise Fees Account held by the Escrow Agent and to be funded by a 8 promissory note issued by the City; and 59 0 I. Further, certain ofthe changes described in paragaph G are set forth in the Second Amendment to City 1 Loan Agreement to be dated as of Juty 1, 1997, a form of which has been submitted to this City Council; and 62 3 J. In order to effect the redemption of the Series B Bonds, the Company will make an irrevocable offer 4 to purchase the Series B Bonds from the Sumitomo Bank Limited Chicago Branch ("Sumitomo"), which is the sole 5 holder. It is proposed that the Series B Bonds be purchased from Sumitomo concurrently with issuance ofthe Series 6 C Bonds. 67 8 K. The Series A Eonds aze presently secured by a L.etter of Gredit issued by Sumitomo. It is proposed that 9 the Sumitomo Letter of Credit be replaced by a Replacement Letter of Credit to be issued by Credit Local de France 0 acting through its New York agency ("CLF"), which replacement, may occur concunently with, or before or after, 1 issuance of the Series C Bonds. CLF will further issue the same as a sepazate Letter of Credit to secure the Series C 2 Bonds. 73 4 NOW THEREFORE, BE IT TtESOLVED by the City Council of the City of Saint Paul, Minnesota, as follows: 75 76 q�-�135 7 Subordination A,�reement Second Amendment to Citv L�an Agreement and Franchise Fees Aereement 78 9 1. The forms of the Subordination Ageement, 5econd Amendment to City Loan Agreement and 0 Franchise Fees Agreement are hereby approved. The Subordination Ageement, Second Amendment to City L,oan 1 Ageemerrt and Franchise Fces Agreement are hereby authorized and directed to be executed by the appropriate officers 2 of the City, subject to approvai of the form thereof by the City Attomey. 83 4 2. The form ofthe Subordination Agreement, Second Amendment to City Loan Agreement and Franchise 5 Fees Agreement approved hereby are authorized to be executed with such variations, mod'tfications, additions or 6 deletions as may be necessary and approved by the City Attorney. Any such changes shall be deemed to have been 7 agreed to by virtue of execution of the documents. 88 9 r�ncPm rn Tcc,�ance of Series C Bonds Replacement Letter of Gedit 90 1 3. The City hereby consents to the issuance by the HRA of additional bonds, in the form of the Series C 2 Bonds, forthe purposes ofprepaying and refunding the Series B Bonds. This consent extends only to additional bonds 3 in an aggregate principal amount not exceeding the principal amount authorized in the previously executed amendments 4 to the UDAG. 95 4. The City fiuther co�ts to replacement of the Sumitomo Letter of Credit by a Replacement Letter of Credit issued by CI,F. Upon approval thereof by the City Attomey, the appropriate officers of the City aze authorized and directed to execute and deliver such certificates, confirmations of subordination or other instnzments necessazy or desirable in connection with the replacement transaction. 100 Ol UDAG 102 03 5. The loan to be made from the proceeds of the Series C Bonds, and the transaction contemplated . 04 thereby, does not violate any term or condition of the UDAG, as the UDAG has been previously amended. 105 06 Franchise FeesiFranchise Fees Account 107 108 109 110 111 112 113 114 115 116 117 118 119 6. (a) The Original Loan Agreement creates a Franchise Fees Account within the Operating Fund and requires the accumulation and maintenance therein of not less than 12 months' Franchise Fees prior to remittance to the City of any Franchise Fees. The HILA has expressly conditioned its willingness to issue the Series C Bonds, and the City has expressly conditioned its willingness to enter into the Subordination Agreement, upon the temunation of the requirement for the accumulation of funds in the Franchise Fees Account and the remittance to the City of funds now held therein. (b) The City, the HRA, the Company and CLF have agreed that the provisions of the Original Loan Agreement and Indenture requiring the accumulation of funds in the Franchise Fees Account and the related Franchise Fees Account Requirement shall be deleted from the Original Loan Agreement and Original Indenture, both as heretofore amended and restated. 120 (c) In p(ace of such provisions, the Loan Agreement and the Indenture, both as amended and 121 restated as provided in this Resolution, and the Franchise Fees Agreement shall provide that the Company shall 122 collect Franchise Fees from its customers, and shall remit the Franchise Fees to the Escrow Agent who shall then 123 remit such amounts to the City on a monthly basis, subject to the provisions of the Franchise Fees Agreement 124 which require remittance of those amounts to the Trustee under certain circumstances. Upon amendment of the Gr1-�l�J 125 Franchise Ordinance in an appropriate fashion, the Franchise Fees Agreement shal] terminate and the Company 126 will remit franchise fees directly to the City. Each remittance by the Company: (a) shall be made on or before the 127 25th day of the month; and (b) shall be in the amount of Franchise Fees actually billed to customers during the 128 preceding month, with appropriate adjustments for non-payments and billing changes. 129 130 (d) Upon, and as a condition to, the issuance and delivery of ihe Series C Bonds, the Company 131 shatl cause to be remitted to the City, in immediately available funds, al] funds then held in the Franchise Fees 132 Account. 133 134 (e) Upon the remittance to the City of the funds held in the Franchise Fees Account under the 135 Indenture, the City will execute and deliver the Franchise Fees Agreement and the promissory note required to 136 137 138 139 140 141 142 143 144 45 146 47 48 149 150 be held in the Account created thereby. (� It is the intent of the City that the Franchise Fees and Franchise Fees Account changes authorized and required by this Resolution and the HRA's resolution authorizing the issuance of the Series C Bonds and the execution and delivery of the Franchise Fees Agreement and related promissory note shall resolve all present and past disputes or questions over the intent, meaning or effect of the provisions contained in the various contracts, agreements, resolutions and ordinances with respect to Franchise Fees, the Franchise Fees Account Requirement and the Franchise Fees Account. Tettns 7. Terms capitalized but not otherwise defined in this Resolution have the meanings assigned to those terms in the HRA's resolution authorizing the issuance of the Series C Bonds and in the documents and agreements relating to the District Heating Revenue Bonds. Requested by Department of: Planninc�& Econom�c Develogment By: Adoption Certified by Council Secretary Form Approved by City Attorney By: � �- �r �_� e�-_ ny. Approved by Mayor: Date L. l�'S` 5�—� �v � Adopted by Council: Date �� �35 38231 DEPARTMENLOFGICE/COUNGIL DATE INITtATED Planning and Economic Development June 12, 1997 GREEN SHEE CONTAVT PER$pN & PHONE INRIAVDATE MRIALNAiE aDEPARTMENTDIflE OCITYCAUNQL Pam Wheelock, 266-6655 NUAI FOR � CRYATfORNEY � CITY CLERK MUST BE ON CqUNCIL AGENOA BY (DAT� qp�� � BUDGEf DIRECTOR � FIN. S MGT. SERVICES DIR. June 18 1997 ORDEP O MqyOR (OR ASSISTAPIT) � TOTAL # OF SIGNATURE PAGES (CLIP ALL IOCATIONS FOR SIGNATUR� ACTION REDUESTED: Approving amendments to District Heating Agreements and consenting to addirional bonds. FiECOMMENOA71oNS: Approva (A) or Raject (R) pEASONAL SERVECE CONTHACTS MUST ANSW Efl THE FOLLOWING �UESTIONS: _ PLpNNING COMMISSION _ CIVI� SERVICE COMMISSION �- Has this persoMirm ever worketl under a coMract for this tlepartment? _ CIB CAMMITTEE _ YES NO — S7AFF 2. Has this personfirm ever 6een a ciry employee? — YES NO — DISTRIC7 CquRF _ 3. Does this person/Firm possess a skill not normally possessed by any current ciry employee9 SUPPORTS WHICH COUNqL 0&IECTNE? YES NO Explain all yes enswers on separete sheet anC attach to green sheet INfT1ATiNG PROBLEM, iSSUE, OPPpRNNITY (Wpp, What.VYhen. Where, Why). ADVANTAGESIFAPPROVED: � DISADVANTAGESIFAPPROVED' � � � � ���� �t� J�� � � ��g�7 _.,:,� DISADVANiACaES IF NOTAPPROVED: � TOTAL AMOUNT OF iRANSACTION $ COST/REVENUE BUDGE7ED (CIRCLE ONE) YES NO FUNDIfdG SOURCE AC7IVITY NUMBER FINANCIAL INFORhiATIOM (EXPLAIN) Council File �� 1 1 3 S Green Sheet # ✓���� GRl�oi`�� Presented 1 2 3 4 5 6 7 8 9 10 11 2 3 4 15 16 7 18 9 0 1 22 3 4 5 6 7 8 9 30 1 2 3 4 5 36 7 8 9 ReEerred RESOLUTION OF SAINT PAUL, MINNESOTA RESOLUTION APPROVING AMENDMENT TO DISTRICT HEATING AGREEMENl'S AND CONSENTING TO ADDITIONAL BONDS WHEREAS: A. The City of Saint Paul, was awazded an Urban Development Action Grant (No. B-81-AA-0028, the "UDAG") for the purposes of the district heating system (the "System") owned and operated by District Heating Development Company, Inc. d/b/a District Energy St. Paul, Inc. (the "Company"); and B. In connection with the development of the System, the City made a loan to the Company from the proceeds of the UDAG pursuant to a City Loan Agreement dated as of December 1, 1982 as amended by an Amendment to City I.oan Ageement dated December 1, 1985 (collectively, the "City Loan Agreement"), and the City I.oan Agreement aLso provided for loans to the Company by the City of Community Development Block Grant and tas increment funds, all which loans are secured by a City Mortgage, Fixture Financing Statement and Security Agreement dated as of December 1, 1982 and amended by an Amendment to City Mortgage, Fixture Financing Statement and Security Agreement dated December 1, 1985 (collectively, the "City Mortgage"); and C. The Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the "HRA") has issued its $3Q500,000 Variable Rate Demand Purchase District Heating Revenue Bonds, 1982 Series A, dated December 22,1982 (the "Series ABonds") and its $14,OOQ000 District Heating Revenue Bonds, 1985 Series B, dated December 30, 1485 (the "Series B Bonds"), and loaned the proceeds thereof to the Company for the purpose of financing the System; and - D. The Campany has proposed that the fII2A should issue its Variable Rate Demand Purchase District Heating Revenue Bonds, 1997 Series C(the "Series C Bonds"), to provide funds sufficient, together with other available fiznds, to refund, redeem and prepay prior to maturity the Series B Bonds; and 4o q�!- �i35 1 E. The loan to be made by the HRA from the proceeds ofthe Series C Bonds will require subordination 2 of the City's security interest in the System to the interests of the trustee for the District Heating Revenue Bonds 3(including the Series C Bonds) and the interest of ihe bank which issues the letter(s) of credit securing the bonds, which 4 subordination will be evidenced by a Subordination Agreement to be dated as of July 1, 1997; and 45 6 F. There has been submitted to this City Council a form of a Subordination Agreement; and 47 8 G. In connection with the issuance of the Series C Bonds, certain changes will be made in the various 9 documents and agreements for the HRA's District Heating Revenue Bonds, speci&cally with respect to the collection 0 ofFranchise Fees, the remittance thereofto the City on a monthly basis, and the concurrent deletion ofthe Franchise 1 Fees Account and Franchise Fees Account Requirement from the Indenture governing the District Heating Revenue 2 Bonds; and 53 4 H. In place of the former structure with respect to franchise fees, a franchise fees agreement to be dated 5 as ofJuly 1, 1997 (the "Franchise Fees AgcemenY') will be entered into by and among the City, the Company and First 6 Tn�st National Association (in its sepazate capacity hereunder as "Escrow AgenY'), and consented to by the HItA and 7 Credit L,ocal de France, to create a Franchise Fees Account held by the Escrow Agent and to be funded by a 8 promissory note issued by the City; and 59 0 I. Further, certain ofthe changes described in paragaph G are set forth in the Second Amendment to City 1 Loan Agreement to be dated as of Juty 1, 1997, a form of which has been submitted to this City Council; and 62 3 J. In order to effect the redemption of the Series B Bonds, the Company will make an irrevocable offer 4 to purchase the Series B Bonds from the Sumitomo Bank Limited Chicago Branch ("Sumitomo"), which is the sole 5 holder. It is proposed that the Series B Bonds be purchased from Sumitomo concurrently with issuance ofthe Series 6 C Bonds. 67 8 K. The Series A Eonds aze presently secured by a L.etter of Gredit issued by Sumitomo. It is proposed that 9 the Sumitomo Letter of Credit be replaced by a Replacement Letter of Credit to be issued by Credit Local de France 0 acting through its New York agency ("CLF"), which replacement, may occur concunently with, or before or after, 1 issuance of the Series C Bonds. CLF will further issue the same as a sepazate Letter of Credit to secure the Series C 2 Bonds. 73 4 NOW THEREFORE, BE IT TtESOLVED by the City Council of the City of Saint Paul, Minnesota, as follows: 75 76 q�-�135 7 Subordination A,�reement Second Amendment to Citv L�an Agreement and Franchise Fees Aereement 78 9 1. The forms of the Subordination Ageement, 5econd Amendment to City Loan Agreement and 0 Franchise Fees Agreement are hereby approved. The Subordination Ageement, Second Amendment to City L,oan 1 Ageemerrt and Franchise Fces Agreement are hereby authorized and directed to be executed by the appropriate officers 2 of the City, subject to approvai of the form thereof by the City Attomey. 83 4 2. The form ofthe Subordination Agreement, Second Amendment to City Loan Agreement and Franchise 5 Fees Agreement approved hereby are authorized to be executed with such variations, mod'tfications, additions or 6 deletions as may be necessary and approved by the City Attorney. Any such changes shall be deemed to have been 7 agreed to by virtue of execution of the documents. 88 9 r�ncPm rn Tcc,�ance of Series C Bonds Replacement Letter of Gedit 90 1 3. The City hereby consents to the issuance by the HRA of additional bonds, in the form of the Series C 2 Bonds, forthe purposes ofprepaying and refunding the Series B Bonds. This consent extends only to additional bonds 3 in an aggregate principal amount not exceeding the principal amount authorized in the previously executed amendments 4 to the UDAG. 95 4. The City fiuther co�ts to replacement of the Sumitomo Letter of Credit by a Replacement Letter of Credit issued by CI,F. Upon approval thereof by the City Attomey, the appropriate officers of the City aze authorized and directed to execute and deliver such certificates, confirmations of subordination or other instnzments necessazy or desirable in connection with the replacement transaction. 100 Ol UDAG 102 03 5. The loan to be made from the proceeds of the Series C Bonds, and the transaction contemplated . 04 thereby, does not violate any term or condition of the UDAG, as the UDAG has been previously amended. 105 06 Franchise FeesiFranchise Fees Account 107 108 109 110 111 112 113 114 115 116 117 118 119 6. (a) The Original Loan Agreement creates a Franchise Fees Account within the Operating Fund and requires the accumulation and maintenance therein of not less than 12 months' Franchise Fees prior to remittance to the City of any Franchise Fees. The HILA has expressly conditioned its willingness to issue the Series C Bonds, and the City has expressly conditioned its willingness to enter into the Subordination Agreement, upon the temunation of the requirement for the accumulation of funds in the Franchise Fees Account and the remittance to the City of funds now held therein. (b) The City, the HRA, the Company and CLF have agreed that the provisions of the Original Loan Agreement and Indenture requiring the accumulation of funds in the Franchise Fees Account and the related Franchise Fees Account Requirement shall be deleted from the Original Loan Agreement and Original Indenture, both as heretofore amended and restated. 120 (c) In p(ace of such provisions, the Loan Agreement and the Indenture, both as amended and 121 restated as provided in this Resolution, and the Franchise Fees Agreement shall provide that the Company shall 122 collect Franchise Fees from its customers, and shall remit the Franchise Fees to the Escrow Agent who shall then 123 remit such amounts to the City on a monthly basis, subject to the provisions of the Franchise Fees Agreement 124 which require remittance of those amounts to the Trustee under certain circumstances. Upon amendment of the Gr1-�l�J 125 Franchise Ordinance in an appropriate fashion, the Franchise Fees Agreement shal] terminate and the Company 126 will remit franchise fees directly to the City. Each remittance by the Company: (a) shall be made on or before the 127 25th day of the month; and (b) shall be in the amount of Franchise Fees actually billed to customers during the 128 preceding month, with appropriate adjustments for non-payments and billing changes. 129 130 (d) Upon, and as a condition to, the issuance and delivery of ihe Series C Bonds, the Company 131 shatl cause to be remitted to the City, in immediately available funds, al] funds then held in the Franchise Fees 132 Account. 133 134 (e) Upon the remittance to the City of the funds held in the Franchise Fees Account under the 135 Indenture, the City will execute and deliver the Franchise Fees Agreement and the promissory note required to 136 137 138 139 140 141 142 143 144 45 146 47 48 149 150 be held in the Account created thereby. (� It is the intent of the City that the Franchise Fees and Franchise Fees Account changes authorized and required by this Resolution and the HRA's resolution authorizing the issuance of the Series C Bonds and the execution and delivery of the Franchise Fees Agreement and related promissory note shall resolve all present and past disputes or questions over the intent, meaning or effect of the provisions contained in the various contracts, agreements, resolutions and ordinances with respect to Franchise Fees, the Franchise Fees Account Requirement and the Franchise Fees Account. Tettns 7. Terms capitalized but not otherwise defined in this Resolution have the meanings assigned to those terms in the HRA's resolution authorizing the issuance of the Series C Bonds and in the documents and agreements relating to the District Heating Revenue Bonds. Requested by Department of: Planninc�& Econom�c Develogment By: Adoption Certified by Council Secretary Form Approved by City Attorney By: � �- �r �_� e�-_ ny. Approved by Mayor: Date L. l�'S` 5�—� �v � Adopted by Council: Date �� �35 38231 DEPARTMENLOFGICE/COUNGIL DATE INITtATED Planning and Economic Development June 12, 1997 GREEN SHEE CONTAVT PER$pN & PHONE INRIAVDATE MRIALNAiE aDEPARTMENTDIflE OCITYCAUNQL Pam Wheelock, 266-6655 NUAI FOR � CRYATfORNEY � CITY CLERK MUST BE ON CqUNCIL AGENOA BY (DAT� qp�� � BUDGEf DIRECTOR � FIN. S MGT. SERVICES DIR. June 18 1997 ORDEP O MqyOR (OR ASSISTAPIT) � TOTAL # OF SIGNATURE PAGES (CLIP ALL IOCATIONS FOR SIGNATUR� ACTION REDUESTED: Approving amendments to District Heating Agreements and consenting to addirional bonds. FiECOMMENOA71oNS: Approva (A) or Raject (R) pEASONAL SERVECE CONTHACTS MUST ANSW Efl THE FOLLOWING �UESTIONS: _ PLpNNING COMMISSION _ CIVI� SERVICE COMMISSION �- Has this persoMirm ever worketl under a coMract for this tlepartment? _ CIB CAMMITTEE _ YES NO — S7AFF 2. Has this personfirm ever 6een a ciry employee? — YES NO — DISTRIC7 CquRF _ 3. Does this person/Firm possess a skill not normally possessed by any current ciry employee9 SUPPORTS WHICH COUNqL 0&IECTNE? YES NO Explain all yes enswers on separete sheet anC attach to green sheet INfT1ATiNG PROBLEM, iSSUE, OPPpRNNITY (Wpp, What.VYhen. Where, Why). ADVANTAGESIFAPPROVED: � DISADVANTAGESIFAPPROVED' � � � � ���� �t� J�� � � ��g�7 _.,:,� DISADVANiACaES IF NOTAPPROVED: � TOTAL AMOUNT OF iRANSACTION $ COST/REVENUE BUDGE7ED (CIRCLE ONE) YES NO FUNDIfdG SOURCE AC7IVITY NUMBER FINANCIAL INFORhiATIOM (EXPLAIN)