title
Approving amendments to and authorizing the reissuance of Conduit Multifamily Housing Revenue Bonds and authorizing the preparation of necessary documents and materials in connection with said amendments, 801 Mt Curve Boulevard, 2265 Hillcrest Avenue and 2285 Hillcrest Avenue (Emma Norton/Restoring Waters and Nellie Francis Court Projects), (District 15, Ward 3).
Body
(a) Minnesota Statutes, Chapter 462C (the “Act”) confers upon cities, or housing and redevelopment authorities or port authorities authorized by ordinance to exercise on behalf of a city the powers conferred by the Act, the power to issue revenue bonds to finance a program for the purposes of planning, administering, making or purchasing loans with respect to one or more multifamily housing developments within the boundaries of the city;
(b) The Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the “HRA”) has been designated, by ordinance, to exercise, on behalf of the City of Saint Paul, Minnesota (the “City”) the powers conferred by Minnesota Statutes, Section 462C.01 to 462C.081; and
(c) On November 22, 2022, the HRA issued and sold to Greater Minnesota Housing Fund, a Minnesota nonprofit corporation (the “Nellie Francis Lender”), its $11,200,000 Multifamily Housing Revenue Bond (Nellie Francis Court Project), Series 2022 (the “Nellie Francis Bond”), to (i) finance the acquisition, construction and equipping of an approximately 78,162 square-foot, 5-story building containing approximately 75 affordable workforce rental housing units, underground parking and related facilities located at 2285 Hillcrest Avenue in the City (the “Nellie Francis Project”), owned and operated by Nellie Francis Court Limited Partnership, a Minnesota limited partnership (the “Nellie Francis Borrower”); (ii) fund one or more reserve funds to secure the timely payment of the Nellie Francis Bond, if necessary; (iii) pay interest on the Nellie Francis Bond during the construction of the Nellie Francis Project, if necessary; and (iv) pay the costs of issuing the Nellie Francis Bond;
(d) On December 21, 2022, the HRA issued and sold to Greater Minnesota Housing Fund, a Minnesota nonprofit corporation (the “Emma Norton Lender” and, together with the Nellie Francis Lender, the “Lender”), its $11,250,000 Multifamily Housing Revenue Bond (Emma Norton/Restoring Waters Project), Series 2022 (the “Emma Norton Bond” and, together with the Nellie Francis Bond, the “Bonds”), to (i) finance the acquisition, construction and equipping of an approximately 67,184 square-foot, 5-story building containing approximately 60 affordable rental housing units, underground parking and related facilities located at 801 Mount Curve Boulevard and 2265 Hillcrest Avenue in the City (the “Emma Norton Project” and, together with the Nellie Francis Project, the “Projects”), owned and operated by Emma Norton PPL Limited Partnership, a Minnesota limited partnership (the “Emma Norton Borrower” and, together with the Nellie Francis Borrower, the “Borrowers”); (ii) fund one or more reserve funds to secure the timely payment of the Emma Norton Bond, if necessary; (iii) pay interest on the Emma Norton Bond during the construction of the Emma Norton Project, if necessary; and (iv) pay the costs of issuing the Emma Norton Bond;
(e) In accordance with a certain Loan Agreement, by and between the HRA and the Nellie Francis Borrower, dated November 22, 2022 (the “Nellie Francis Loan Agreement”), the HRA loaned the proceeds of the Nellie Francis Bond to the Nellie Francis Borrower to complete the Nellie Francis Project; and the HRA assigned to and granted to the Nellie Francis Lender its security interest in all of the HRA’s right, title and interest in and to the Nellie Francis Loan Agreement (except the HRA’s rights to indemnification and payment of costs and expenses as provided in the Nellie Francis Loan Agreement) pursuant to an Assignment of Loan Agreement, dated as of November 22, 2022, between the HRA and the Nellie Francis Lender;
(f) In accordance with a certain Loan Agreement, by and between the HRA and the Emma Norton Borrower, dated December 21, 2022 (the “Emma Norton Loan Agreement” and, together with the Nellie Francis Loan Agreement, the “Loan Agreements”), the HRA loaned the proceeds of the Emma Norton Bond to the Emma Norton Borrower to complete the Emma Norton Project; and the HRA assigned to and granted to the Emma Norton Lender its security interest in all of the HRA’s right, title and interest in and to the Emma Norton Loan Agreement (except the HRA’s rights to indemnification and payment of costs and expenses as provided in the Emma Norton Loan Agreement) pursuant to an Assignment of Loan Agreement, dated as of December 21, 2022, between the HRA and the Emma Norton Lender;
(g) The Nellie Francis Borrower has requested and the Nellie Francis Lender has agreed to extend the Purchase Date and the Maturity Date (both as defined in the Nellie Francis Bond) pursuant to that certain First Amendment to Certain Loan Documents, by and between the Nellie Francis Borrower and the Nellie Francis Lender, dated on or after September 1, 2026 (the “Nellie Francis Loan Documents Amendment” and, together with the Nellie Francis Bond Amendment and the Nellie Francis Loan Agreement Amendment, both defined below, the “Nellie Francis Amendments”);
(h) The Emma Norton Borrower has requested and the Emma Norton Lender has agreed to extend the Purchase Date and the Maturity Date (both as defined in the Emma Norton Bond) pursuant to that certain First Amendment to Certain Loan Documents, by and between the Emma Norton Borrower and the Emma Norton Lender, dated on or after as of September 1, 2026 (the “Emma Norton Loan Documents Amendment” and, together with the Emma Norton Bond Amendment and the Emma Norton Loan Agreement Amendment, both defined below, the “Emma Norton Amendments”);
(i) The Nellie Francis Borrower has further requested that the HRA agree to extend the Purchase Date and the Maturity Date (both as defined in the Nellie Francis Bond) pursuant to an Amendment No. 1 to Multifamily Housing Revenue Bond (Nellie Francis Project), Series 2022 (the “Nellie Francis Bond Amendment”) and an Amendment No. 1 to Loan Agreement (the “Nellie Francis Loan Agreement Amendment”);
(j) The Emma Norton Borrower has further requested that the HRA agree to extend the Purchase Date and the Maturity Date (both as defined in the Emma Norton Bond) pursuant to an Amendment No. 1 to Multifamily Housing Revenue Bond (Emma Norton Project), Series 2022 (the “Emma Norton Bond Amendment”) and an Amendment No. 1 to Loan Agreement (the “Emma Norton Loan Agreement Amendment”);
(k) The Nellie Francis Amendments and the Emma Norton Amendments (collectively, the “Amendments”), if approved, would cause a reissuance of each of the Bonds, respectively (collectively, the “Reissuance”) for tax purposes pursuant to Section 1.1001-3 of the Treasury Regulations promulgated under the Internal Revenue Code of 1986 (the “Code”), as amended; and
(l) On the date hereof, in accordance with Section 147(f) of the Code, the HRA at a regularly scheduled meeting of the Board of Commissioners of the HRA following duly published notice, held a public hearing on the Reissuance and the Amendments, following duly published notice in the Pioneer Press, a newspaper of general circulation in the City; and
(m) During said public hearing a reasonable opportunity was provided for interested individuals to express their views, both orally and in writing.
NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Saint Paul, Minnesota, as follows, as follows:
The City hereby authorizes the Reissuance by the HRA and approves the Amendments, in substantially the forms on file with the Executive Director, together with any related documents necessary in connection therewith, including without limitation a tax certificate and IRS Form 8038 (collectively, the “Amendment Documents”), and hereby authorizes the HRA to take all actions necessary or desirable in connection with the Amendment Documents, and no further approval or authorization of the City shall be required.
The Borrowers have agreed and it is hereby determined that any and all costs incurred by the City or the HRA in connection with the Reissuance and the Amendments will be paid by the Borrowers.
The City’s PED Director, staff and legal counsel are hereby authorized and directed to take all actions necessary to implement this Resolution.