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Concurring in a resolution of the City Council providing for the issuance of two Taxable Grant Anticipation Notes in a combined original aggregate principal amount not to exceed $11,580,000.
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WHEREAS, Saint Paul Regional Water Services (the “Utility” or “SPRWS”) provides safe drinking water to the residents of the City of Saint Paul, Minnesota (the “City”) and the surrounding municipalities; and
WHEREAS, the Board of Water Commissioners of the City of Saint Paul (the “Board”) previously requested that the City of Saint Paul, Minnesota (the “City”) authorize the issuance of one or more grant anticipation notes by the City in a combined original aggregate amount not to exceed $11,580,000 to (i) provide funding for the planning, design, inspection, project implementation, and construction costs that are not funded by one or more grants from the State of Minnesota (the “State”) for the lead pipe replacement program (the “LSLR Project”) in the City which will be implemented in phases, and (ii) costs of issuance; and
WHEREAS, the City Council intends to adopt a resolution (the “LSLR Authorizing Resolution”) authorizing the issuance of (i) a Taxable Grant Anticipation Note, Series 2025A (the “2025 LSLR GAN”) in the original aggregate amount of up to $11,400,000 and (ii) a Taxable Grant Anticipation Note, Series 2025B (the “2025B LSLR GAN” and, together, the “2025 LSLR GAN”) in the original aggregate principal amount of up to $180,000 (in a total aggregate principal amount not to exceed $11,580,000) and the sale of the 2025 LSLR GAN to the Minnesota Public Facilities Authority (the “PFA”) in order to fund the costs described above in these recitals; and
WHEREAS, the PFA will provide a grant to the City and SPRWS (the “2025 LSLR Grant”) at the time of issuance of the 2025 LSLR GAN that will be sufficient to repay the full amount of the 2025 LSLR GAN if SPRWS and the City comply with the requirements of the 2025 LSLR Grant; and
WHEREAS, on March 8, 2023, the City Council of the City previously adopted Resolution No. 23289, entitled “General Resolution Relating to Water Revenue Bonds” (the “General Resolution”); and
WHEREAS, Section 6.4 of the General Resolution contemplates the adoption of future resolutions which supplement or amend the General Resolution for the issuance of Subordinate Obligations (as defined in the General Resolution) which have a subordinate pledge on the Net Revenues (as defined in the General Resolution) of SPRWS; and
WHEREAS, as a condition for purchasing the 2025 LSLR GAN, the PFA has required a subordinate pledge of the Net Revenues of SPRWS to the repayment of the 2025 LSLR GAN; and
WHEREAS, the LSLR Authorizing Resolution is to be adopted by the City Council in the form proposed and in the form to be adopted is before this Board and on file, and awards the sale of the 2025 LSLR GAN to the PFA and sets forth various terms of the 2025 LSLR GAN including (i) a pledge of the grant from the PFA to repay the 2026 LSLR GAN and (ii) a subordinate pledge of the Net Revenues of SPRWS to the repayment of the 2025 LSLR GAN; and
WHEREAS, the City and SPRWS previously approved the form of a Lead Service Line Replacement Program Master Loan (Bond Purchase) and/or Grant Agreement (the “LSLR Master Contract”) and the City in the LSLR Authorizing Resolution will authorize the execution of a Project Order (which includes a grant) for the portion of the LSLR Project to be funded in part with the proceeds of the 2025 LSLR GAN (the “2025 Project Order”) .
NOW, THEREFORE, BE IT RESOLVED by the Board of Water Commissioners of the City of Saint Paul, as follows:
1. Concurrence. The Board hereby reaffirms its concurrence in LSLR Authorizing Resolution to be adopted by the City Council of the City, and all provisions therein are hereby incorporated by reference in this resolution and joined in, adopted, approved and ratified, including all of the covenants and agreements therein, with the same force and effect as if the LSLR Authorizing Resolution had been adopted by the Board. The Board also concurs in the subordinate pledge by the City in the LSLR Authorizing Resolution of the Net Revenues of SPRWS to the 2025 LSLR GAN.
2. Execution of Documents. The 2025 Project Order for the LSLR Project to be funded in part with proceeds of the 2025 LSLR GAN and the issuance of the 2025 LSLR GAN by the City are hereby recognized and affirmed by the Board. The President of the Board (the “President”) and General Manager of the Utility (the “General Manager”) are hereby authorized and directed to execute any acknowledgment or joinder of the Board to the Master Contract and any other documents required by the PFA or the City in connection with the issuance of the 2025 LSLR GAN to be executed by the Board or any officers or officials of the Utility. The President and the General Manager are also authorized to execute all documents, certificates and instruments required for the valid issuance of the 2025 LSLR GAN by the City and any necessary amendment thereto in the future that is approved by Ballard Spahr LLP as Bond Counsel and counsel to the Board. In the event that the President and General Manager is not available to execute any documents, certificates or other instruments required in connection with the issuance of the 2025 LSLR GAN, then any other authorized member of the Board, official or officer of the Utility may execute and deliver such document, certificate, amendment, or other instrument in absence of the President or the General Manager. Documents may be executed by manual, facsimile, or a digital signature of an authorized representative of any party provided by AdobeSign or DocuSign (or such other digital signature provider as specified by such party).
2. Project Orders. In addition, the Board confirms that the General Manager is authorized to enter into subsequent documents, certificates or other instruments (including the 2025 Project Order) required in connection with the phase of the LSLR Project financed with proceeds of the 2025 LSLR GAN without additional approval from this Board. In the event that the General Manager is not available to execute such documents, certificates or other instruments required in connection with the portion of the LSLR Project financed with proceeds of the 2025 LSLR GAN then any other authorized official or officer of the Utility may execute and deliver such document, certificate, amendment, or other instrument in absence of the General Manager. Such additional documents, certificates or other instruments may be executed by manual, facsimile, or a digital signature of an authorized representative of any party provided by AdobeSign or DocuSign (or such other digital signature provider as specified by such party).
3. Future Amendments. The authority to approve, execute and deliver future amendments to the documents required for issuance of the 2025 LSLR GAN, including any amendments or supplements to the 2025 Project Order or the Master Contract or the applicable project order is hereby delegated to the President and General Manager, subject to the following conditions: (a) such amendments or consents do not require the consent of the holder of the 2025 LSLR GAN or such consent has been obtained; (b) such amendments or consents do not materially adversely affect the interests of the SPRWS; (c) such amendments or consents do not contravene or violate any policy of the SPRWS, and (d) such amendments or consents are acceptable in form and substance to the counsel retained by the City to review such amendments. The authorization hereby given shall be further construed as authorization for the execution and delivery of such certificates and related items as may be required to demonstrate compliance with the agreements being amended and the terms of this Lead Pipe Resolution. The execution of any instrument by the President and General Manager shall be conclusive evidence of the approval of such instruments in accordance with the terms hereof. In the absence of the President or General Manager, any instrument authorized by this paragraph to be executed and delivered may be executed by the officer of the Utility authorized to act in his/her place instead.