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Resolution 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
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(a) The Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the “HRA”), is a political subdivision of the State of Minnesota, duly organized and existing under the Constitution and laws of the State of Minnesota;
(b) Pursuant to Minnesota Statutes, Chapter 462C, as amended (the “Act”), and by ordinance of the City of Saint Paul, Minnesota (the “City”), the HRA is authorized to carry out the public purposes described in the Act by issuing revenue bonds or other obligations to finance or refinance multifamily housing developments located within the City, and as a condition to the issuance of such revenue bonds, adopt a housing program providing the information required by Section 462C.03, subdivision 1a, of the Act;
(c) In connection with the issuance of the HRA’s revenue bonds and in the making of a loan to finance a multifamily housing development, the HRA may exercise, within the corporate limits of the City, any of the powers that the Minnesota Housing Finance Agency may exercise under Minnesota Statutes, Chapter 462A, as amended, without limitation under the provisions of Minnesota Statutes, Chapter 475, as amended;
(d) 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;
(e) 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;
(f) 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;
(g) 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;
(h) 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”);
(i) 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”);
(j) 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”);
(k) 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”);
(l) 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;
(m) On the date hereof, in accordance with Section 147(f) of the Code, the Board of the HRA 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
(n) 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 Board of Commissioners of Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the “Board”), as follows:
1. The Board hereby authorizes the Reissuance 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 an Information Return for Tax-Exempt Private Activity Bond Issues, Form 8038 (collectively, the “Amendment Documents”), and hereby authorizes and directs the Chair or a Commissioner, the Executive Director and the Director, Office of Financial Services of the City (the “Authorized Officers”) to execute the Amendment Documents on behalf of the HRA, and to carry out, on behalf of the HRA, the HRA’s obligations thereunder. In the event of the absence or disability of any of the Authorized Officers, such officers of the HRA as, in the opinion of the City Attorney for the HRA, may act on their behalf shall without further act or authorization of the Board do all things and execute all instruments and documents required to be done or executed by such absent or disabled officers. The execution of any instrument by the appropriate officer or officers of the HRA herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. The electronic signature of a party to the Amendment Documents, including all acknowledgements, authorizations, directions, waivers and consents thereto (or any amendment or supplement thereto) shall be as valid as an original signature of such party and shall be effective to bind such party to the Amendment Documents. Any electronically signed Amendment Documents shall be deemed (i) to be “written” or “in writing,” (ii) to have been signed, and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. For purposes hereof, (i) “electronic signature” means (a) a manually signed original signature that is then transmitted by electronic means or (b) a signature obtained through DocuSign, Adobe or a similarly digitally auditable signature gathering process; (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; and, (iii) “electronically signed document” means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature.
2. All of the provisions of the Amendment Documents, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof.
3. The approval hereby given to the Amendment Documents includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by legal counsel to the HRA and by the officers authorized herein to execute said documents prior to their execution; and said officers are hereby authorized to approve said changes on behalf of the HRA. The execution of any instrument by the appropriate officers of the HRA herein authorized shall be conclusive evidence of the approval of such document in accordance with the terms hereof. In the event of absence or disability of the officers, any of the documents authorized by this Resolution to be executed may be executed without further act or authorization of the Council by any duly designated acting official, or by such other officer or officers of the HRA as, in the opinion of legal counsel to the HRA, may act in their behalf.
4. This resolution shall be in full force and effect from and after its approval, conditioned upon final approval by the Board of the HRA.