Title
Approving a public hearing on the issuance of conduit revenue bonds by the Housing and Redevelopment Authority (the “HRA”), acting jointly with the City of Minneapolis on behalf of Children’s Health Care, 345 North Smith Avenue (District 9, Ward 2) (the “Borrower”).
Body
(a) Minnesota Statutes, Sections 469.152 through 469.1655, as amended (the “Act”) confers upon each housing and redevelopment authority of the State of Minnesota, including the HRA, the authorization to issue revenue bonds to finance, in whole or in part, the costs of the acquisition, construction, improvement, or extension of revenue producing enterprises, whether or not operated for profit; and
(b) The HRA has been designated, to exercise, on behalf of the City of Saint Paul, Minnesota (the “City”) the powers conferred by Minnesota Statutes, 469.152 through 469.1655, as amended; and
(c) The HRA and the City of Minneapolis (“Minneapolis” and collectively with the HRA the “Joint Issuer”) has received a proposal from the Borrower, to finance a project hereinafter described, pursuant to the Act, through the issuance of one or more series of conduit revenue bonds, in an estimated aggregate principal amount not to exceed $221,000,000 (the “Bonds”); and
(d) The project to be financed by the Bonds is to (i) refund bonds issued on behalf of the Borrower pursuant to the Act through issuance by the Joint Issuer of its Health Care Facilities Variable Rate Revenue Refunding Bonds (Children’s Health Care), Series 2020A and (ii) finance a project consisting of (a) acquisition of an electronic medical records system; (b) improvements to the Borrower’s facilities located at 345 North Smith Avenue and adjacent facilities in St. Paul, Minnesota, including acquisition of capital equipment and improvements to the Garden View medical building, the pharmacy and emergency department; (c) improvements to the Borrower’s facilities located at 2525 Chicago Avenue in Minneapolis consisting of emergency room improvements; electrical system improvements; improvement of the cardiac catheterization lab, parking ramp improvements, acquisition of capital equipment and acquisition of adjacent land; (d) improvements to clinic facilities located at 6050 Clearwater Drive in the City of Minnetonka, Minnesota; and (e) acquisition of information technology equipment to be located at 5901 Lincoln Drive in the City of Edina (collectively, the “Project”); and
(e) The proposal calls for the Joint Issuer to loan the proceeds realized upon the issuance and delivery of the Bonds to the Borrower pursuant to a loan agreement wherein the Borrower will be obligated to pay all costs and expenses of the HRA and the City incident to the issuance of the Bonds; and
(f) The City desires to facilitate the Project; and
(g) Pursuant to the Act and Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations promulgated thereunder, a notice of public hearing in the required form was published in a newspaper of general circulation in the City in advance of the date of such public hearing; and
(h) A public hearing on the Project was held by the HRA, on December 11, 2024, following duly published notice in the Pioneer Press, a newspaper of general circulation in the City, on November 25, 2024, with respect to the required public hearing under Section 147(f) of the Code; and
(i) During said public hearing a reasonable opportunity was provided for interested individuals to express their views, both orally and in writing; and
(j) No public official of the City has either a direct or indirect financial interest in the Project nor will any public official either directly or indirectly benefit financially from the Project.
NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Saint Paul, Minnesota, as follows:
1. The City hereby approves the issuance of the Bonds, and approves the Project, pursuant to the Act.
2. The publication of the notice of public hearing by HRA staff prior to the public hearing is hereby ratified.
3. The Project and the issuance of the Bonds are hereby approved by the City subject to final approval by the Borrower and the purchaser of the Bonds as to ultimate details of the financing of the Project. This approval is given pursuant to the requirement set forth in Section 147(f) of the Code and the Act and is not offered for any other purposes, including, but not limited to, the tax consequences of this financing arrangement.
4. The Borrower has agreed and it is hereby determined that any and all costs incurred by the City or the HRA in connection with the financing of the Project whether or not the Project is carried to completion and whether or not approved by HRA will be paid by the Borrower.
5. Ballard Spahr LLP, as counsel to the HRA and City, and Dorsey & Whitney LLP, as bond counsel, are authorized to assist in the preparation and review of necessary documents relating to the Project and to consult with the Saint Paul City Attorney, Borrower and the purchaser of the Bonds as to the maturities, interest rates and other terms and provisions of the Bonds and as to the covenants and other provisions of the necessary documents and submit such documents to the HRA for final approval.
6. Nothing in this Resolution or the documents prepared pursuant hereto shall authorize the expenditure of any municipal funds on the Project. The Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property or funds of the City or the HRA except the revenue and proceeds pledged to the payment thereof, nor shall the City or the HRA be subject to any liability thereon. The holders of the Bonds shall never have the right to compel any exercise of the taxing power of the City or the HRA to pay the outstanding principal on the Bonds or the interest thereon, or to enforce payment thereon against any property of the City or the HRA. The Bonds shall recite in substance that the Bonds, including the interest thereon, are payable solely from the revenue and proceeds pledged to the payment hereof. The Bonds shall not constitute a debt of the City or the HRA within the meaning of any constitutional, charter, or statutory limitation.
7. The City Council hereby authorizes the appropriate City Officials or their proper designees to execute agreements and such other documents necessary to carry out this Resolution. The City may execute documents, certificates, and instruments relating to the issuance of the Bonds and the Project by electronic signature. For purposes hereof: (i) “electronic signature” means a manually signed original signature that is then transmitted by electronic means; and (ii) “transmitted by electronic means” means sent in the form of a facsimile or sent via the internet as a portable document format (“pdf”) or other replicating image attached to an electronic mail or internet message; or (iii) 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).
8. The City’s PED Director, staff and legal counsel are hereby authorized and directed to take all actions necessary to implement this Resolution.