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HomeMy WebLinkAbout19861117_joint286b EDINA HOUSING AND REDEVELOPMENT AUTHORITY EDINA CITY COUNCIL MINUTES. OF JOINT MEETING NOVEMBER 17, 1986 Answering rollcall were Commissioners Bredesen, Kelly, Richards, Turner and Courtney. MINUTES of the H.R.A. Meeting of November 3, 1986, were approved as submitted by motion of Commissioner Kelly, seconded by Commissioner Bredesen. Ayes: Bredesen, Kelly, Richards, Turner, Courtney Motion carried. JOINT HRA/COUNCIL MEETING CONVENED. Mr. Hughes proposed that a joint meeting of the HRA and Council be convened to consider concurrently the Grandview Biltmore Project and that action be taken by the HRA and Council individually as required. Mayor Courtney Courtney thereupon convened the joint meeting. AMENDMENT OF REDEVELOPPENT CONTRACT FOR GRANDVIEW BILTMORE PROJECT APPROVED; SALE AND ISSUANCE OF MIJLTIFAMILY MORTGAGE REVENUE BONDS AUTHORIZED. Manager Rosland advised that the proposed regulatory agreement for the Vernon Terrace Project will not be required because of a change in the financing arrangements. Frank Dunbar, developer, reported that they are prepared to market the bon'ds for the 152 residential unit multifamily housing project. meeting with the building inspection department and contemplate drawing down the building permit on November 26, with construction to begin December 1. A one-year construction period for the project is contemplated, with built-in incentives for earlier occupancy. there is a strong market appeal for the location and the product. Kelly asked about the public improvements. the redevelopment contract provides that the HRA will recommend and use its best efforts to cause the City to hold a hearing and order the improvements for the construction of the signal lights and sidewalks and such other improve- ments as it deemed appropriate. The City would make its decision on the publid improvements independently of the development contract. heard, Commissioner Bredesen introduced the following resolution and moved adoption: RESOLUTION APPROVING AMENDMENT TO CONTRACT FOR PRIVATE REDEVELOPMENT BE' IT RESOLVED By the Housing and Redevelopment Authority of Edina, Minnesota, that the Amendment to Contract for Private Redevelopment between the HRA and Grandview Development Company as presented at the Edina Housing and Redevelopment Authority meeting of November 17, 1986, be and is hereby approved; BE IT FURTHER RESOLVED that the Vice Chairman and Secretary of the Housing and Redevelopment Authority of Edina, Minnesota be directed and authorized to execute the Amendment. Motion for adoption of the resolution was seconded by Commissioner Richards. They have been Mr. Dunbar explained that they still feel Attorney Erickson clarified that Commissioner No further comment being Rollcall : Ayes: Bredesen, Kelly, Richards, Turner, Courtney Resolution adopted. Member Richards introduced the following resolution after the reading thereof had been dispensed with by unanimous consent and moved its adoption: RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF MULTIFAMILY MORTGAGE REVENUE BONDS (VERNON TERRACE PROJECT), OF THE CITY, FOR THE PURPOSE OF REFUNDING OUTSTANDING BONDS OF THE CITY, AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS BE IT RESOLVED by the City Council of the City of Edina, Minnesota (the City), as follows: Section 1. Authorization and Recitals. 1.01. General Authority. By the provisions of' Minnesota Statutes , Chapter 4626, as amended (the "Act"), the City is authorized to plan, admLnister, issue and sell revenue bonds or obligations and to make or purchase loans to finance one or more multifamily housing developments within its corporate limits, which revenue bonds or obligations shall be payable solely from the revenues of the development. Plan"), by a resolution adopted on April 19 and May 17, 1982, after a public hearing was held thereon. by the Metropolitan Council pursuant to Minnesota Statutes, Section 462C.01 and 462C.04, Subdivision 1. under the Housing Plan (the "Program"), by a resolution adopted on November 4, 1985. The program provides for the financing of a project under the Act consisting of the acquisition, construction and equipping by Grandview Development Company Limited Partnership (the Borrower) a Minnesota limited partnership, of an approximately 152 residential unit multifamily housing project intended primarily for the elderly and related facilities. to be located in the City (the "Project"). The Program has been reviewed and approved by the Minnesota Housing Finance Agency, as required by Minnesota Statutes, Section 462C.04, Subdivision 2. This Council has approved a Housing Plan for the City (the "Housing The Housing Plan has been reviewed and commented on This Council has approved a multifamily housing program 11 117 / 86 286c 1.02. Outstanding Bonds. On December 18, 1985 the City issued its Multifamily Mortgage Revenue Bonds (Biltmore. Housing Project) (the "1985 Bonds") , which are currently outstanding in the principal amount of $13,840,000. City, acting under and pursuant to the Act, issue and sell its Multifamily Mortgage Revenue Bonds (Vernon Terrace Project), in an aggregate principal amount not exceeding $13,840,000 (the "Bonds"), for the purpose of refunding the 1985 Bon'ds. be loaned by the City to the Borrower, and the Borrower will agree to make payments sufficient to pay the principal of, premium, if any, and interest on the Bonds when due. payments to be received by the City under the Loan Agreement (as hereinafter defined) to a Trustee (as hereinafter defined). and the Bonds have been prepared and submitted to this Council and are hereby directed to be filed in the office of the City Clerk: (a) a Loan Agreement (the "Loan Agreement"), to be dated as of December 1, 1986, proposed to be made and entered into between the City and the Borrower; (b) an Indenture of Trust (the "Indenture"), to be dated as of December 1, 1986, proposed to be made and entered into between the City and Norwest Bank, Minneapolis , National Association, as trustee (the "Trustee") ; (c) December 11, 1986 proposed to be made and entered into among Piper, Jafiray & Hopwood Incorporated (the "Purchaser"), the City and the Borrower; and (d) a Preliminary Official Statement (the "Official Statement") containing certain information regarding the City, the Borrower, the Project and the documents set forth above, whereby the Purchaser will offer the Bonds to investors. 1.03. Proposed Bonds. Representatives of the Borrower have proposed that the Pursuant to the proposal, the proceeds of the 1985 Bonds will The City will grant a security interest in certain revenues and l- 1.04. Documentation. Forms of the following documents relating to the Project a Bond Purchase Agreement (the "Bond Purchase Agreement:), to be d&d Section 2. Findings. It is hereby found, determined and declared that: (a) aggregate principal amount not to exceed $13,840,000, the execution and delivery of the Loan Agreement, the Indenture and the Bond Purchase Agreement and the performance of all covenants and agreements of the City contained in the Loan Agreement, the Indenture and the Bond Purchase Agreement and of all other acts and things required under the Constitution and laws of the State of Minnesota Eo make the Loan Agreement, the Indenture and the Bond Purchase Agreement and the Bonds valid and binding obligations in accordance with their terms, are authorized by the Act ; (b) the Program has been Approved by the Minnesota Housing Finance Agency as provided in Minnesota Statutes, Section 462C.01; (c) it is desirable that a series of Multifamily Mortgage'Revenue Bonds in an amount not to exceed $13,840,000 be issued by the City upon the terms set forth in the Indenture, under the provisions of which the City grants to the Trustee a security interest in certain revenues and payments to be received by the City under the Loan Agreement as security for the payment of the principal of, premium, if any,^ and interest on the Bonds; (d) the loan repayments contained in the Loan Agreement are fixed, and are required to be revised from time to time as necessary, so as to produce income and revenue sufficient to provide for prompt payment' of principal of and interest on all Bonds issued under the Indenture when due; and the Loan Agree- ment also provides that the Borrower is required to pay all expenses of the operation and maintenance of the Project, including, but without limitation, adequate insurance thereon and insurance'against all liability for injury to persons or property arising from the operation thereof, and all taxes and special assessments levied upon or with respect to the site of the Project and payable during the term of the Loan Agreement; (e) the execution and delivery of the Loan Agreement, the Indenture and the . Bond Purchase Agreement will not conflict with, or constitute on the part of the City a breach of or a default under, any existing agreement, indenture, mortgage, lease or other instrument to which the City is subject or is a party or by which it is bound; provided that this finding is made solely for the purpose of estopping the City from denying the validity of the Loan Agreement, the Indenture or the Bond Purchase Agreement by reason of the existence of any (f) no litigation is pending or, to the best knowledge of the members of this Council, threatened against the City questioning the organization or boundaries of the City or the right of any officer of the City to hold his or her office, or in any manner questioning the right and power of the City to execute and deliver the Bonds, or otherwise questioning the validity of .the Bonds or the .execution, delivery or validity of the Loan Agreement, the Indenture or the Bond Purchase Agreement, or questioning the appropriation of revenues to payment of the Bonds or the right of the City to loan the proceeds of the Bonds to the Borrower ; the financing of the Project, the authorization of the Bonds in a maximum 1 0 I -facts contrary to this finding; 286d (g) State of Minnesota to make the Loan Agreement, the Indenture and the Bond Purchase Agreement the valid and binding obligations of the City in accordance with their terms will have been done upon adoption of this Resolution and execution of the Loan Agreement, the Indenture and the Bond Purchase Agreement; provided that this finding is made solely for the purpose of estopping the City from denying the validity of the Loan Agreement, the Indenture and the Bond Purchase Agreement by reason of the existence of any facts contrary to this finding; and (h) the City is duly organized and existing under the Constitution and laws of the State of Minnesota and is authorized to issue the Bonds in accordance with the Act. all acts and things required under the Const-tution and the ,aws of the 3. Approval of Documents. The forms of the Loan Agreement, the Indenture and the Bond Purchase Agree- ment referred to in Section 1.04 are approved subject to such modifications as are deemed appropriate and approved by the City Attorney and the City Manager, which approval shall be conclusively evidenced by execution of' the Loan Agreement, the Indenture, the Bond Purchase Agreement and the Bonds by the Mayor or Deputy Mayor, the City Manager and the City Clerk, as the case may be. Deputy Mayor and City Manager are.directed to execute the Loan Agreement upon execution thereof by the Borrower, to execute the Indenture upon execution.- thereof by the Trustee and to execute the Bond Purchwc Agreement upon execution thereof by the Purchaser and the.Borrower;. The City authorizes the distribution of the Official Statement to prospective purchasers of the Bonds with such variations, insertions and additions as the Mayor, Deputy Mayor or City Manager may deem appropriate. Copies of all of the documents shall be delivered, filed and recorded as provided therein. The Mayor or Deputy Mayor, the City Manager and the City Clerk are also authorized and directed to execute such other instruments as may be required to give effect to,the transactions herein con- templated. 4.01. The Mayor or 4. The Bonds; Terms, Sakand Execution. Authorization.' The City hereby authorizes the issuance of the Bonds in an,.aggFLgate principal amount not to exceed $13,840,000, in the form and upon the terms set forth in the Indenture and this resolution. The Bonds shall bear interest at a net effective rate not to exceed 10% per annum. Mayor and the City Manager are authorized to approve the final interest rate.' Bonds are hereby sold to the Purchaser at a price not less than 98% of the principa amount hereof and upon the terms contained in the Bond Purchase Agreement. The Mayor or Deputy.Mayor, and the City Clerk are hereby authorized and directed to execute the Bonds as presecribed herein and in the Indenture and to deliver them to the Trustee, together with a certified copy of this resolution, the other documents required in the Indenture, and'such other certificates, documents and instruments as may be appropriate to effect the transactions herein contemplated. . The Trustee is hereby appointed authenticating agent for the Bonds pursuant to Minnesota Statutes, Section 475.55, Subdivision 1. 4.03. Modifications, Absence of Officers. The approval hereby given to the various documents referred to above includes an approval of such,modifications thereto, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City Attorney and the City Manager prior to the execution of the documents. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In. the absence or disability of the Mayor and Deputy Mayor, any of. the documents , authorized by this resolution to be executed may be executed by the acting Mayor, and in the absence or disability of the City Manager or the City Clerk by such officer of the City who, in the opinion'of the City Attorney, may execute such documents. The Mayor or Deputy The 4.02. Execution. ' - Section 5. Authentication of Proceedhgs. The Mayor or Deputy Mayor, City Manager and City Clerk and other officers -- -. of the City-are authorized and directed to furnish to the Purchaser and bond counsel certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability of the Bonds as such facts appear from the books and records in the officer's custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits , including any heretofore furnished , shall constitute representations of the City as to the truth of all statements contained therein. . Section 6. Notwithstanding anything contained in the Bonds, the Loan Agreement, the Limitations of the City's Obligations. Indenture or the Bond Purchase Agreement or any other documents referred to in Section 1.04, the Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation, and shall not be payable from nor charged upon any funds other than the revenues pledged to the payment thereof, and no Holder of the Bonds shall ever have the right to compel any exercise of the taxing power of the City to pay the Bonds or the premium, if any, or interest 11/17 / 86 286e thereon, or to enforce payment thereof against any property of the City other than those rights and interests of the City under the Loan Agreement which have been pledged to the payment thereof, and the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City other than those rights and interests of the City under the Loan Agreement which have been pledged to the payment thereof. The agreement of the City to perform the covenants and other provisions contained in this resolution or the Bonds, the Loan Agreement, the Indenture'or the Bond Purchase Agreement and the other documents listed in Section 1.04 shall be subject at all times to the availability of the revenues furnished by the Borrower sufficient to pay all costs of such performance or the enforcement thereof, and the City shall not be subject to any personal or pecuniary liability thereon other than as stated above. m, Adopted November 17, 1986. Attest : Motion for adoption of the resolution was seconded by Member Bredesen. Rollcall : .. Ayes: Bredesen, Kelly, Richards, Turner, Courtney Resolution adopted. .- .- . . -, . -. There being no further business the jaint meeting of the HRA and Council was adjourned by motion of Commissioner/Membe Member Bredesen. Motion'carried.