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Resolution concurring in the issuance and sale by the City of Saint Paul of General Obligation Tax Increment Refunding Bonds, Series 2018C, approval of a Second Amended and Restated Pledge Agreement, a Budget Amendment, and related matters, District 17, Ward 2
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A. WHEREAS, the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the “HRA”), established a redevelopment project in the City under the provisions of Minnesota Statutes, Sections 469.001-469.047, as amended (the “HRA Act”), designated as the Seventh Place Redevelopment Project (the “Project”); and
B. WHEREAS, the HRA established a redevelopment tax increment financing district within the Project under the provisions of Minnesota Statutes, Section 469.174-469.179, as amended (the “Tax Increment Act”) pursuant to a resolution of the Board of Commissioners (the “Board”) of the HRA adopted on September 24, 1997, and designated the redevelopment tax increment financing district as the Block 39/Arena Redevelopment Tax Increment Financing District (the “District”); and
C. WHEREAS, pursuant to Resolution No. 97-1533 of the City Council (the “City Council”) of the City of Saint Paul, Minnesota (the “City”), adopted on December 17, 1997, and approved by the Mayor on December 26, 1997, the City issued the following obligations on January 22, 1998: (i) General Obligation Tax Increment Bonds (Block 39 Project), Series 1998A (the “Series 1998A Bonds”), in the original aggregate principal amount of $21,255,000; and (ii) Taxable General Obligation Tax Increment Bonds (Block 39 Project), Series 1998B (the “Series 1998B Bonds”), in the original aggregate principal amount of $18,745,000 (hereinafter referred to collectively as the “Series 1998 Bonds”); and
D. WHEREAS, pursuant to Resolution No. 97-12/22-3, adopted on December 22, 1997, by the Board of the HRA, the Board approved certain actions to be taken by the HRA in conjunction with the issuance of the Series 1998 Bonds and approved the execution and delivery of a tax increment pledge agreement (the Pledge Agreeement, dated as of January 1, 1998 (the “Original Pledge Agreement”), between the HRA and the City) relating to the Series 1998 Bonds; and
E. WHEREAS, the proceeds derived from the sale of the Series 1998 Bonds were provided by the City to the HRA to be applied to finance: (i) the acquisition by the HRA of land located within the District and bounded by Wabasha Street on the east, East Sixth Street on the north, St. Peter Street on the west, and East Fifth Street on the south (“Block 39”); (ii) the demolition of the existing structures on Block 39; (iii) site preparation on Block 39; (iv) the construction of an approximately 1,073-space parking facility on the eastern two-thirds of Block 39 (the “Parking Facility”); and (v) the construction of approximately 12,000 square feet of retail space in the Parking Facility on Wabasha Street (the “Retail Facility”); and
F. WHEREAS, pursuant to Resolution No. 09-1012 of the City Council adopted on September 16, 2009, and approved by the Mayor on September 23, 2009, the City issued the following obligations on October 19, 2009: (i) General Obligation Tax Increment Refunding Bonds, Series 2009G (the “Series 2009G Bonds”), in the original aggregate principal amount of $20,695,000; and (ii) Taxable General Obligation Tax Increment Refunding Bonds, Series 2009H (the “Series 2009H Bonds”), in the original aggregate principal amount of $8,655,000 and which are no longer outstanding (hereinafter referred to collectively as the “Series 2009 Bonds”); and
G. WHEREAS, pursuant to Resolution No. 09-8/26-1, adopted on August 26, 2009, by the Board of the HRA, the Board approved certain actions to be taken by the HRA in conjunction with the issuance of the Series 2009 Bonds and approved the execution and delivery of a tax increment pledge agreement (the Amended and Restated Pledge Agreement, dated as of October 1, 2009 (the “Amended Pledge Agreement”), between the HRA and the City) relating to the Series 2009 Bonds; and
H. WHEREAS, the proceeds derived from the sale of the Series 2009 Bonds were provided by the City to be applied to: (i) refund all outstanding Series 1998 Bonds; and (ii) pay the costs of issuance of the Series 2009 Bonds; and
I. WHEREAS, in order to provide for the redemption and prepayment of the Series 2009G Bonds, the City Council will consider a resolution (the “Bond Resolution”) authorizing the issuance of the City’s General Obligation Tax Increment Refunding Bonds, Series 2018C (the “Series 2018C Bonds”), in the original aggregate principal amount estimated not to exceed $15,000,000; and
J. WHEREAS, in addition to the pledge of its full faith and credit and taxing powers to the Series 2018C Bonds, the City will also pledge to the payment of the debt service on the Series 2018C Bonds the money held in the Debt Service Fund established by the terms of the Bond Resolution in which the City is required to deposit the following revenues: (i) tax increment revenues derived from the District and all investment earnings thereon to be held in a Tax Increment Account; and (ii) all net parking revenues derived from the operation of the Parking Facility and all investment earnings thereon to be held in a Parking Revenues Account.
NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota, as follows:
1. Concurrence. Only for the purposes of conforming findings to be made by the City, approving the pledges of tax increments and parking revenues hereinafter provided, adhering to limitations on the use of bond proceeds and the improvements refinanced thereby, and the investment of proceeds of the bonds, and making any arbitrage rebate payments to the United States, the HRA hereby concurs in the issuance of the Series 2018C Bonds, and concurs in the provisions of the Bond Resolution, including all of the covenants and agreements therein, with the same force and effect as if the Bond Resolution had been adopted by the HRA.
2. Role. The HRA shall, and hereby covenants to, adhere to, be bound by, and act according to the role set forth in the Bond Resolution for the HRA, including specifically (but without limitation) all actions and matters respecting the tax increment revenues derived from the District and the net parking revenues derived from the operation of the Parking Facility.
3. Tax Increment Pledge Agreement. The Chair or any Commissioner, the Executive Director, and the Director, Office of Financial Services are hereby authorized and directed to enter into a Second Amended and Restated Pledge Agreement, dated on or after May 1, 2018 (the “Second Amended and Restated Pledge Agreement”), between the City and the HRA (which Second Amended and Restated Pledge Agreement amends, restates and supersedes in its entirety the Amended Pledge Agreement that amended and restated the Original Pledge Agreement) relating to the tax increment revenues to be derived from the District and the net parking revenues derived from the operation of the Parking Facility both to be pledged to the Series 2018C Bonds, substantially in the form presented at the meeting at which this resolution is adopted. In the absence of any such officer, any one or more other officers of the HRA who have been delegated the authority to execute documents on behalf of such officer may execute such Second Amended and Restated Pledge Agreement.
4. Records and Certificates. The officers of the HRA are hereby authorized and directed to prepare and furnish to the purchasers of the Series 2018C Bonds, and to the attorneys approving the legality of the issuance of the Series 2018C Bonds, certified copies of all proceedings and records of the HRA relating to the Series 2018C Bonds and the District and such other affidavits, certificates, and information as are required to show the facts relating to the legality and marketability of the Series 2018C Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates, and affidavits, including any heretofore furnished, shall be deemed representations of the HRA as to the facts recited therein.
5. Budget Amendment. Upon recommendation of the Executive Director, the 2018 HRA Budget is amended as shown in the attached Financial Analysis.
6. Full Force and Effect. This resolution shall be in full force and effect from and after its passage.