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HomeMy WebLinkAbout19890501_joint187 MINUTES OF THE JOINT 'LIEETING OF THE EDINA HOUSING AND REDEVELOl"T AUTHORITY/CITY COUNCIL HELD AT EDINA CITY HALL HAY 1, 1989 A joint meeting of the Edina Housing and Redevelopment Authority and the City Council was convened to consider concurrently: Edinborough - Hawthorn Hotel Development and Edinborough - Housing Revenue Bonds. and the Council as required and as recorded. ROLLCALL Answering rollcall were Commissioners/Members Kelly, Paulus, Rice, Smith and Richards. Action was taken by the HRA MINUTES of the HRB Meeting of April 3, 1989 were approved as submitted by motion of Commissioner Kelly, seconded by Commissioner Paulus. Ayes: Kelly, Paulus, Rice, Smith, Richards Motion carried. PUBLIC HEARING ON AMENDMENTS TO FINAL DEVELOPMENT PLAN. ZONING ORDINANCE AND REDEVELOPMENT AGREEMENT. EDINBOROUGH CONTINUED TO 5/15/89 Executive Director Gordon Hughes recalled that on April 17, 1989 the HRA and Council reviewed the development proposal of Hawthorn Suites for the vacant parcel at Edinborough. public hearing on amendments to the Final Development Plan, Zoning Ordinance and Redevelopment Agreement for Edinborough was continued with the request that the following items be addressed or clarified. The 1. Project signage, 2. 3. 4. Provisions to insure that the hotel will be built and fees will be paid 5. Service of beer, wine and liquor'at the hotel. Zoning Ordinance amendment relative to permitted hotels, Public parking rights on the hotel site, when due, and Signage - - A sign ordinance amendment will be prepared which will address commercial signage in the MDD-5 and MDD-6 districts and will control signage for Edinborough and Centennial Lakes. now used in the PC-3 Commercial District. would conform to the PC-3 signage standards. In addition, signage in a mixed use . development should have a common theme. The same standards will be proposed that are The proposed signage for the hotel .r Zoning: Ordinance Amendment -I Hotels are currently an allowed use in the PC-2 and PC-3 zoning districts. The proposed amendment would allow only "suites hotels" in the MDD-5 district and would be defined as a hotel in which at least 80% of the rooms are two-room suites 400 square feet or greater in size. Parking spaces. and 100 - The revised parking plan for Hawthorn Suites provides 186 surface spaces would be shared with the park on a non-exclusive basis. The Eighty-six of the spaces are proposed to be reserved for hotel guests, reserved spaces could be signed at the entrance to the lot rather than by individual signs at each parking space. of the spaces. Hawthorn would construct and maintain all For future parking, Hawthorn would agree to' a reservation in favor of the City to construct a one-level parking deck on the hotel site, provided that the lower level is enclosed and Hawthorn approves of architectural design. requests assurances that ramp construction will not impact hotel operations. In consideration of the increased parking lot size and public use, the HRA would assume responsibility for the construction of the tramway/service drive area located partially on City park property and partially on hotel property as well as the public sidewalk, extending from Edinborough Way on the south and west to the westerly entrance to Edinborough Park. Hawthorn also . 5/1/89 188 Service of Beer. Wine and Liauor - John Lyons, Senior Project Director for Hawthorn Suites, read the following statement with regard to liquor: "Hawthorn understands and will comply with the existing liquor laws and ordinances with the City of Edina. to the City that complimentary beer, wine, or liquor cannot be served to hotel guests or others as an enticement, and specifically, beer, wine and liquor will not be served to guests during the hors d'oeuvre hour. This commitment is based on the understanding that if the laws, ordinances or opinions of the City change in the future, or if the City otherwise permits or suffers the service of beer, wine or liquor to hotel guests by other hotels in the City, Hawthorn will be entitled' to change their operations subject to compliance with the then existing laws. Further, it accepts the opinion of the counsel Chairman/Mayor Richards called for comment from the public on the proposed project. Susan Britzius, resident of Edinborough, stated that she objected to the proposed hotel. Further, she said she was concerned about enticements that may be made by the hotel that would capitalize on the park and encourage a different type of weekend guest than the business traveler. Mike Perpich, resident and Edinborough Board member, made reference to a letter from Bob C. Tift, also resident and Edinborough Board member. The letter stated. that in Mr. Tift's opinion, even though some opposition has been made, a large majority of the residents are unopposed to the hotel development. Mr. Perpich said that the Board has been contacted by very few residents who are opposed. said that he, personally, supported the proposed project. He Tom Niederer, resident of Edinborough, said that he felt the residents were uninformed about the proposed project. backyard and questioned whether the community would want to associate the transients of the hotel with Edinborough park. overcrowding, safety, upkeep, treatment of the facility by transients, and possible future sale of the hotel to a new owner. He objected to having a hotel in his He voiced concerns about Chairmanflayor Richards questioned Mr. Lyons further on the issue of serving of liquor and his understanding of the City's ordinance regulating liquor. Mr. Lyons - said that after the meeting of April 17th he had referred this issue to Hawthorn's counsel and had him clearly identify the liquor law process. will be part of the orientation for the hotel's manager. said he would not vote for the proposed project until he heard from a representative of Hyatt that they understood the liquor laws in Edina and do not intend to offer free liquor at any time while they own this property, if the Hawthorn Suites project is approved. counsel were put into his own words that, basically, counsel said the City's Attorney has given his opinion, that they do not differ with the opinion and therefore are in concurrence with it. d This information Chairmanfiayor Richards Mr. Lyons responded that if the statement of Commissionerflember Smith asked Attorney Erickson to restate his opinion concerning liquor. Attorney Erickson stated that under the City's ordinance beer and wine licenses are reserved for specific places, e.g. restaurants with minimum seating for 25 persons, where meals are regularly served to the public. Hawthorn would establish that kind of restaurant they would, under the ordinance, be one of those places entitled to serve beer and wine. asked if it was the intent of Hawthorn Suites to have a restaurant that would fit those qualifications. Mr. Lyons stated that the restaurant in Hawthorn Suites is not designed for the outside public, it is designed for internal use only. Commissionerflember Kelly asked for a clarification on the proposed room rent for the hotel suites. Steve Goldman, representing Hawthorn Suites, explained the room rate structure in some detail and also discounts that may apply. They anticipate If Commissioner/Member Smith I 5/1/89 189 that the rates will average approximately $70-75. Commissioner/Member Kelly commented that she would be more comfortable with the higher rates that were mentioned at the previous meeting. Commissioner/Member Rice said that he concurred with Chairman/Mayor Richards that the liquor issue need to be cleared up before further consideration can be given to the project. Commissioner/Member Smith raised the question of the land use and said he was concerned that the residents at Edinborough purchased their units based upon the amenity of the indoor park and two office buildings on the site. Chairman/Mayor Richards recalled that the Council had'indicated on April 17 that there was no problem with the land use and that it was appropriate. Commissioner/Member Paulus commented that it is impossible to hear every Edinborough resident and that what is important is what is best for the City, of which Edinborough is a part. She said she was in favor of the proposed project; that this is land that will not be used for office and that here is a proposal for use of the land. would be written to allow only "suites hotels" which would protect the City if the property were sold in the future. the Council needs to hear a clear statement that Hawthorn will not serve liquor. She stated further that the proposed zoning ordinance amendment Regarding the liquor issue, she concurred that Steve Goldman answered by stating that Hawthorn Suites would not serve liquor under the conditions as they exist today. Attorney Erickson advised that, in order to bind the corporation to that statement, it could be included in the closing documents, by a separate letter or as part of the document itself. Commissioner/Member Smith said that he did not understand why Hawthorn Suites was asking the City to enclose the hotel parking if in the future the City determined it was necessary to construct a one level ramp. understanding of the original project dealt with their buying land from the City and developing the hotel. the City desired to create some additional parking on the site for non-hotel use. Subsequently, that has grown to the current proposal of 86 spaces for hotel use and 100 spaces for general use. The value of the land and the paving that would go into making up those 100 spaces would probably equate to $350,000. to that, they were asked by the City for air rights to develop a parking deck over * the land they would own. Typically, air rights have some value. Hawthorn then suggested: 1) they would concede the value of the public parking and 2) would make the air rights available for free. The only thing they would ask would be that in developing the ramp that they end up with enclosed parking spaces for the lower level. Mr. Lyons said their Shortly after the process was begun, staff advised that Subsequent Chairman/Mayor Richards commented that an enclosed ramp would be prohibitively expensive. the first place - it would appear that there is a giving and a taking involved. Mr. Lyons said his opinion was that enclosed ramps are not prohibitively expensive; that they .are marginally more expensive. Chairman/Mayor Richards said the real question is the business decision as to why the hotel would insist that it has to be an enclosed ramp. Mr. Goldman elaborated that Hawthorn would be giving the City the value of the land/air rights. In exchange Hawthorn would receive some value in having enclosed parking which would make the hotel more competitive. be a public parking problem, but that if it would come down to the question of enclosed parking in order to add a ramp, he would vote no. Commissioner/Member Rice expressed his views on.the issues raised at the April 17 meeting: Signage - Hawthorn has responded well and he saw no problem with the signage as proposed. Liquor - Assuming that Hawthorn had clarified that question That requirement would amount to saying they never wanted the ramp in Commissioner/Member Rice said that he did not feel there would ever 190 5/1/89 and would serve no liquor, he had no problem with that. Comfortable with the definition of the suites hotel as defined by staff. Parking - Revised parking lot plan is okay provided that Hawthorn's approval of architectural design for the one-level parking deck is not unreasonable withheld. Would object to provision that the City enclose the lower level. for Edinborough residents - Has concluded that Edinborough is a regional facility now; that the proposed hotel use may be a less desirable use than office but that it is not an unacceptable risk. and the community. With regard to the agreement document, Commissioner/Member Rice suggested that an option to purchase replace the reverter provision. Commissioner/Member Paulus asked if Hawthorn would consider withdrawing the provision that the lower level of the parking be enclosed if the ramp is constructed. and also the signage. on the enclosed hotel parking. Mr. Goldman said he believed they would be willing to eliminate the enclosed parking if assurances would be given that there would be no business interruption to the hotel during time of construction of the ramp. Zoning amendment - Public safety Hawthorn Suites can be an asset to Edinborough Further discussion was held on the parking lot and one level ramp, Chairman/Mayor Richards then asked for Hawthorn's position Commissioner/Member Kelly said that although she believed in the concept of a suites hotel and felt that it would be an asset to the community, she said she was not prepared to act on the proposal. * Ghairman/Mayor Richards asked if staff had enough information to refine the do.cuments to reflect the comments made by the Council Members and to bring back a definitive proposal to be acted upon at the next meeting. responded that staff could return with a final draft of the redevelopment contract, that would include specific contingencies regarding the parking ramp (to not include the provision that the lower level be enclosed). statement regarding liquor be included as part of the closing documents in the form of a letter from an officer of the company, as suggested by the City Attorney. Following further discussion on whether the HRA/Council was prepared to take action on the proposed project, Commissionerflember Kelly made a motion that the public hearing on the Hawthorn Hotel Development be continued to Hay 15, 1989. Motion was seconded by Commissioner/Member Rice. Ayes: Kelly, Paulus, Rice, Smith, Richards Motion carried. Director Hughes Further, that a 4 PUBLIC HEARMG CONDUCTED ON ISSUANCE OF REFUNDING BONDS FOR PARK PLAZA PROJECT, EDINBOROUGH: RESOLUTION ADOPTED AUTHORIZING ISSUANCE AND SALE OF BONDS: RESOLUTION ADOPTED APPROVING REFINANCING AND AMENDIENT TO INTEREST REDUCTION AGREEXENT Affidavits of notice were presented, approved and ordered placed on file. Chainnan/Mayor Richards declared that the public hearing was open and asked for public comment on the proposed refunding of bonds issued for the Edina Park Plaza elderly housing project at Edinborough. No comment or objection being heard, Chairman/Mayor Richards then called for comment from Henry Hyatt, Executive Vice President, Edina Park Plaza of Edinborough. Chairman/Mayor Richards then declared the public hearing closed. Commissioner/Member Rice asked why the developer had requested that FHA increase the principal amount of the mortgage loan which it will insure by up to $1,100,000. Mr. Hyatt explained that if the FHA approves the increase it would go towards paying the cost of issuance, reducing some of the letter of credit cost or reducing the amount of non-rated bonds and establishing a mortgage operating deficit reserve. Mr. Hyatt said he had nothing to add from his previous presentation. 5/1/89 191 Commissioner/Member Rice then asked why this would be of benefit for the City. Mr. Hyatt said that the overall interest rate would be substantially reduced even with the increased debt. In addition, the City would have assurance, with the anticipated $500,000 of operating deficit reserve, that the project is that more secure. Chairman/Mayor Richards asked for assurances that no one would take any money out of the project other than for reducing debt service. will not take any funds out if there is a mortgage increase to reimburse for previous costs of the partnership. repaying themselves for some operating cost losses, but other than that there will be no funds going to the developer. Mr. Hyatt stated that they . Attorney Erickson indicated that they will be Member Rice introduced the following resolution and moved adoption: RESOLUTION AUTHORIZING TBE ISSUANCE AND SALE OF HOUSING DEVELOPMENT REFUNDING REVENUE BONDS (FHA INSURED MORTGAGE LOAN - ED= PARJC PLAZA PROJECT), 1989-A AND 1989-B, 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. Recitals and Findinps. 1.1 By the provisions of Minnesota Statutes, Chapter 4626, as amended (the "Act"), the City is authorized to plan, administer, issue and sell revenue bonds or obligations to make or purchase loans to finance one or more multifamily housing developments within its boundaries, vhich revenue bonds or obligations shall be payable solely from the revenues of the development. 462C.07, Subdivision 1 of the Act, in the purchase or making of multifamily housing loans and the issuance of revenue bonds or other obligations the City may exercise within its corporate limits any of the powers the Minnesota Housing Finance Agency may exercise under Minnesota Statutes, Chapter 4628, without limitation under the provisions of Minnesota Statutes, Chapter 475. The City has heretofore developed and, after due notice and public hearing, has adopted a housing plan (the "Plan") on April 19, 1982 under the Act. The Plan sets forth, among other things, the housing needs of the City and methods for meeting such needs. The Plan has been reviewed and commented on by the Metropolitan Council pursuant to Section 462C.01, paragraph (c) of the Act. purchase a loan or loans to finance one or more developments of the kinds described in Subdivisions 2, 3, 4 and 7 of Section 4626.05 of the Act, upon adoption of a program setting forth the information required by Subdivision 6 of Section 462C.05 of the Act, after a public hearing thereon, and upon approval by the Minnesota Housing Finance Agency (the "Agency"), as provided by Section 462C.01 of the Act, on the basis of the considerations stated in Section 462C.04 of the Act. This Council has heretofore received a proposal that the City finance the cost of a multifamily housing development under the Act, consisting of acquisition of land located at 7800 York Avenue in the City and the construction and equipping thereon of a residential rental facility containing approximately 203 housing units and including functionally related and subordinate facilities (the "Development"). The City has heretofore caused to be prepared and, after due notice, public hearing and submission for review and comment, has adopted a program (the "Original Program") under the Act relating to the Development. The Original Program, as adopted on June 17, 1985, has been submitted to the Minnesota Housing Finance Agency in accordance with Section 462C.05 of the Act for approval as provided in Section 462C.01 on the basis of considerations stated in Section 462C.04 of the Act, and is deemed approved under the provisions of said Section 462C.04, Subdivision 1. Pursuant to Section 1.2 c 1.3. The Act provides that the City may plan, administer and make or 1.4. 1.5. 192 5/1/89 1.6. Pursuant to the Original Program, the City has heretofore issued and sold its Housing Development Revenue Bonds (FHA Insured Mortgage Loan - Edina Park Plaza Project), Series 1985 (the "Prior Bonds"), and has used the net proceeds of the Prior Bonds to make a mortgage loan (the "Mortgage Loan") to Edina Park Plaza Associates Limited Paanership, an Illinois limited partnership (the "Developer") and a supplemental loan to Partners for Senior Commnities, Inc., an Illinois corporation and a general partner of the Developer (the "General Partner"), to finance the acquisition, construction and equipping of the Development. The Mortgage Loan has been endorsed for mortgage loan insurance by the Federal Housing Administration of the United States Department of Housing and Urban Development. In connection with the issuance of the Prior Bonds and the financing of the Development, the Developer has heretofore entered into an Elderly Housing Interest Reduction Agreement, dated as of October 1, 1985 (the "Interest Reduction Agreement"), with the Housing and Redevelopment Authority of Ed-, Minnesota (the "Authority"). Agreement are secured by a Combination Mortgage, Security Agreement, Assignment of Rents and Fixture Financing Statement, dated as of October 1, 1985 (the "Authority Mortgage"), from the Developer to the Authority. the Prior Bonds, the Development is required to be occupied for a specified period of time primarily by elderly persons and in part (at least 20%) by persons and families of low and moderate income. and the Development has been partially leased. not been met, however, and the Developer and the General Partner are in default under the loan documents securing the Prior Bonds. refinance the cost of the Development by issuing its refunding revenue bonds in one or more series (the "Bonds"), for the purpose of refunding and redeeming the outstanding prior Bonds, in connection with a proposed amendment and assignment of the Mortgage Loan. The City has heretofore caused to be prepared and has approved an amended program (the "Amended Program") under the Act, pursuant to which it is proposed that the City issue the Bonds in one or more series and in a maximum aggregate principal amount of $17,500,000 to refund and redeem the Prior Bonds in connection with the proposed amendment and assignment of the Mortgage Loan and the refinancing of the Development. - commercial financing is available to refinance capital costs of the Development only on a limited basis and at such high costs of borrowing that the scope of the Development and the economic feasibility of operating the Development would be significantly affected, but with the aid of municipal financing the operation of the Development can be made more economically feasible. Bosworth Incorporated, of Minneapolis, Minnesota (the "Underwriter"), that on the basis of information available to them and their discussions with the Developer and potential purchasers of bonds, the Bonds could be sold at favorable rates and terms to refund and redeem the Prior Bonds and refinance the Development. 1.14. responsible for the payment of the principal of, premium, if any, or interest on the Bonds. 1.15. The City has received drafts of a Trust Indenture, a Financing Agreement and an Escrow Agreement (collectively, the "City Financing Documents"), a draft Bond Purchase Agreement (the "Bond Purchase Agreement"), and a draft Preliminary Official Statement (the "Preliminary Official Statement") in connection with the proposed issuance and sale of the Bonds, and has caused such documents to be placed on file in the office of the City Clerk. circulation in the City not less than 15 days prior to the date fixed therefor, this Council has held a public hearing on May 1, 1989, at which all interested I 1.7. The obligations of the Developer under the Interest Reduction 1.8. Pursuant to covenants and restrictions entered into in connection with 1.9. The construction and equipping of the Development have been completed, Initial leasing projections have 1.10. This Council has received a proposal fromthe Developer that the City I 1.11. - 1.12. The City has been advised by the Developer that conventional 1.13. The City has been advised by representatives of the Developer and Dain The full faith and credit of the City will not be pledged to or 1.16. Pursuant to notice duly published in a newspaper of general 5/1/89 193 persons were afforded an opportunity to express their views, in person or in writing, on the proposed issuance of the Bonds. considered the views submitted at the public hearing. This Council has carefully 1.17. It is hereby found, determined and declared as follows: under Section 462C.01, Subdivision 5 of the Act. develop and finance the Amended Program by the authorization, issuance and sale of refunding revenue bonds or obligations payable solely from the revenues of the Amended Program and the Development. Development is and its effect will be to promote the public welfare and preseme the quality of life in the City by helping to maintain, provide and preserve adequate housing stock within the City and to assist persons of low and moderate income, or elderly persons, or both, to obtain decent, safe and sanitary housing within the City. (b) Partner, financing for the Development is not otherwise available to the Developer from private lenders upon terms and conditions which are affordable by the Developer, such financing being available only at a rate which, when combined with the cost of operating the Development as well as noneconomic factors, would impair the feasibility of the Development; the General Partner expects that the revenues to be produced by the rental of units in the Development will be sufficient to meet payments when due on the Mortgage" Loan, as amended. 1.18. (a) The Development will constitute a multifamily housing development The City is authorized to The purpose of the Based upon representations by the Developer and the General The findings and approvals contained in Section 1 and 2 of the resolution adopted by this Council on April 17, 1989 with respect to the Development, the Amended Program and the Bonds, to the extent not inconsistent with the provisions of this resolution, are hereby confirmed. Section 2. Approval and Authorization. 2.1. This Council, being the "applicable elected representative" of the City within the meaning of Section 147(f) of the Internal Revenue Code of 1986, as amended, hereby approves and authorizes the issuance of the Bonds upon the terms and conditions hereinafter set forth. with the issuance of the Bonds in one or more series, in fully registered form, without coupons, in an aggregate principal amount not to exceed $17,500,000, bearing interest at a rate per annum not to exceed 9.00% (except that the Subordinate Bonds, as defined hereinafter, may bear interest at a rate per annum not to exceed 12.00%), maturing not later than December 1, 2030, and bearing the further terms and conditions set forth in the Trust Indenture heretofore filed with the City (as the same may be amended or completed as hereinafter provided); provided, that if the Bonds are to be issued in more than one series, the aggregate principal amount of Bonds, if any, which are not secured by the Mortgage Loan, as amended (the "Subordinate Bonds"), shall not exceed $1,600,000. Subject to the limitations set forth in this Section 2.2, authority is hereby delegated to the Mayor and the City Manager of the City, acting jointly, to determine the aggregate principal amount of Bonds of each series to be issued, the maturities thereof and the rate or rates of interest payable thereon. is hereby approved, subject to such changes as may be deemed desirable by the Mayor, the City Manager and the City Attorney. the City are hereby authorized and directed, on behalf of the City, to execute and deliver a bond purchase agreement in substantially the form of the Bond Purchase Agreement heretofore filed with the City, together with such changes and completions thereof as may be approved by the Mayor, the City Manager and the City Attorney, subject to the limitations contained in this resolution, the execution thereof to constitute conclusive evidence of the approval of such changes and completions. City, acting jointly, to determine the aggregate purchase price of the Bonds, provided that the aggregate compensation to the Underwriter (whether in the form 2.2 It is hereby determined that it is desirable for the City to proceed 2.3. The form of the Bond Purchase Agreement heretofore filed with the City The Mayor and the City Manager of 2.4. Authority is hereby delegated to the Mayor and the City Manager of the a94 5/1/89 of a discount, fees or other compensation) shall not exceed an amount equal to 3.00% of the aggregate principal amount of the Bonds. The forms of the City Financing Documents heretofore filed vith the City are hereby approved. authorized and directed, on behalf of the City, to execute and deliver the City Financing Documents in substantially the forms hereby approved, but including such modifications, insertions and additions as are necessary and appropriate in their opinion and in the opinion of the City Attorney and consistent with the Act. The execution of the City Financing Documents by the appropriate officers of the City shall be conclusive evidence of the approval thereof by the City. The distribution of a preliminary official statement with respect to one or more series of the Bonds to prospective purchasers, in substantially the form of the Preliminary Official Statement heretofore filed with the City and with such changes,?insertions, omissions and revisions as the Mayor, City Manager and City Attorney shall deem advisable, and the use thereof by the Underwriter in connection with the offering of such Bonds, are hereby authorized and approved. The Mayor is authorized to permit the distribution of the final official statement in substantially the form of the Preliminary Official Statement, with such changes, omissions, insertions and revisions as the Mayor, the City Manager and the City Attorney shall deem advisable. to prepare and execute the Bonds and to deliver them to the trustee pursuant to - the Trust Indenture for authentication and delivery to the purchasers thereof, together with a certified copy of this resolution and other documents required by the Trust Indenture. executed by the manual or facsimile signatures of the Mayor and City Manager and impressed vith the seal of the City or a facsimile thereof and shall be authenticated by the trustee, as authenticating agent, pursuant to Minnesota Statutes, Section 475.55, Subdivision 1. obligations of the City. are payable solely out of the revenues derived from the sources described in the granting clauses of the Trust Indenture. Neither the State of Minnesota nor the County of Hennepin shall in any event be liable for the payment of the principal of, premium, if any, or interest on the Bonds or for the performance of any pledge, mortgage, obligation or agreement of any kind whatsoever that may be undertaken by the City. obligations of the City contained in the City Financing Documents shall be construed to constitute an indebtedness of the State of Minnesota, the County of Hennepin or the City, within the meaning of any constitutional or statutory provisions whatsoever, nor to constitute or give rise to a pecuniary liability or be a charge against the general credit or taxing power of the State of Minnesota, the County of Hennepin or the City. The Mayor, the City Manger and the City Clerk of the City are authorized and directed to prepare and furnish to bond counsel and the Underwriter 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 of the Bonds as such facts appear from the books and records in the officers'-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. 2.10. execute such additional agreements, documents and certificates in connection with the Bonds as may be necessary and appropriate in their opinion and in the opinion of the City Attorney and consistent with the Act. agreements, documents and certificates, when executed, shall be delivered, filed and recorded as provided therein. To evidence the exercise of the authority delegated to the Mayor and City Manager of the city by this resolution, the Mayor and City Manager are hereby 2.5. The Mayor and the City Manager of the City are hereby 2.6. 2.7. The Mayor and the City Manager of the City are authorized and directed As provided in the Trust Indenture, the Bonds shall be I 2.8. As provided in the Trust Indenture, the Bonds are special, limited Principal of, premium, if any, and interest on the Bonds Neither the Bonds nor any of the agreements or 2.9. The Mayor and the City Manager of the City are hereby authorized to Copies of such additional 2.11. 5/1/89 195 directed to execute and file with the trustee named in the Trust Indenture a certificate setting forth the determinations made by them pursuant to the authority granted in this resolution, which certificate shall constitute conclusive evidence of the proper exercise by them of such authority. 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 approved by the City Attorney and by the Mayor and the City Manager authorized herein to execute said documents prior to their execution; and the Mayor and the City Manager are hereby authorized to approve said changes on behalf of the City. officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. the Mayor or the City Manager, the documents authorized by this resolution to be executed may be executed by the Acting Mayor or the Assistant City Manager. 2 of this resolution, however, the City retains the right to withdraw from participation and accordingly not to issue the Bonds if (i) the Developer or any partner of the Developer fails to provide indemnification to the City, in form and substance satisfactory to the City, in connection with the issuance and sale of the Bonds and the refunding and redemption of the Prior Bonds, or (ii) the Developer fails to provide a mortgagee's policy of title insurance with respect to the Authority Mortgage in form and substance satisfactory to the Authority. supersede the provisions of Section 2.6 of the resolution heretofore adopted by this Council on April 17, 1989 relating to the Development and the Bonds. Adopted this 1st day of May, 1989. ATTEST : 2.12. The approvals hereby given to the various documents referred to above I The execution of any instrument by the appropriate officer or In the absence of 2.13. Notwithstanding the approvals and authorizations contained in Section 2.14. The approvals hereby given to the various documents referred to above ,/ u 5. Mayor I.,n',s ??/A%, &LdL City Clerk The motion for the adoption of the foregoing resolution was duly seconded by Member Paulus and upon vote being taken thereon, the following voted in favor thereof: Kelly, Paulus, Rice, Smith, Richards and the following voted against the same: None whereupon the resolution was declared duly passed and adopted. 0 Commissioner Kelly introduced the following resolution and moved adoption: RESOLUTION RELATING TO "HE EDINA PARK PLAZA PROJECT; APPROVING THE REFINANCING THEREOF BND AUTHORIZING THE EXECUTION OF DOCUMEJCCS IN CONNECTION THEREt7ITH BE IT RESOLVED by the Board of Commissioners of the Housing and Redevelopment Authority of Edina, Minnesota (the Authority) as follows: Section 1. Recitals. 1.01. Pursuant to a Trust Indenture, dated as of October 1, 1985, between the City of Edina, Minnesota (the "City") and First Bank National Association (formerly Imovn as First National Bank of Minneapolis), as trustee (the "Prior Bonds Trustee"), the City has heretofore issued and sold its Housing Development Revenue Bonds (FHA Insured Mortgage Loan - Edina Park Plaza Project), Series 1985 (the "Prior Bonds"), in the original aggregate principal amount of $17,622,800. The Prior Bonds are presently outstanding in the aggregate principal amount of approximately $17,345,000. Proceeds of the Prior Bonds were used to fund a mortgage loan (the "Mortgage Loan") to Edina Park Plaza Associates Limited Partnership, an Illinois limited partnership (the "Developer") and a supplemental loan to Partners for Senior Communities, Inc., an Illinois corporation and a general partner of the . Developer (the "General Partner"), for the purpose of acquiring, constructing and 1.02. 196 5/1/89 equipping an approximately 203-unit multifamily housing development and functionally related and subordinate facilities located at 7800 York Avenue in the City (the "Development"). 1.03. The Mortgage Loan, which is evidenced by a mortgage note secured by a first mortgage lien on the Development under a Mortgage, dated as of October 1, 1985 (the "FHA Mortgage") from the Developer to the Prior Bonds Trustee, has been endorsed for mortgage loan insurance by the Federal Housing Administration of the United States Department of Housing and Urban Development, and the Mortgage Loan is presently outstanding in the principal amount of approximately $14,600,000. heretofore executed and delivered,the following documents: I 1.04. (a) the Deed and Covenants Running With the Land, dated as of October 1, 1985 (the "Deed"), from the Authority to the Developer; (b) the Elderly Housing Interest Reduction Agreement, dated as of October 1, 1985 (the "Interest Reduction Agreement"), between the Authority and the Developer; (c) the Escrow Agreement, dated as of October 22, 1985 (the "Escrow Agreement"), between the City, the Authority, the Prior Bonds Trustee, Title Services, Inc, and the Developer; and (d) the Combination Mortgage, Security Agreement, Assignment of Rents and Fixture Financing Statement, dated as of October 1, 1985 (the "Authority Mortgage"), from the Developer to the Authority. In connection with the financing of the Development, the Authority has .. The Deed, the Interest Reduction Agreement, the Escrow Agreement and the Authority Mortgage are herein referred to collectively as the "Authority Documents". use tax increment derived from the tax increment financing district established by the Southeast Edina Redevelopment Plan and investment income thereon to lend certain amounts (the "Interest Advances") to the Developer from time to time to pay interest on the Mortgage Loan. Under Section l(b) of the Interest Reduction Agreement, the obligation of the Authority to make Interest Advances terminates upon an "Event of Termination," as defined therein, including a refunding or defeasance of the Prior Bonds initiated by the Developer. Termination, Section 4 of the Interest Reduction Agreement requires the Developer to repay certain amounts to the Authority. the Interest Reduction Agreement are secured by the Authority Mortgage, which is subordinate and junior to the FHA Mortgage. and the Development has been partially leased. not beenmet, however, and the Developer and the General Partner are in default under the loan documents securing the Prior Bonds. The Developer has requested that the City issue its Housing Development Refunding Revenue Bonds (FHA Insured Mortgage Loan - Edina Park Plaza Project) (the "Bonds"), in one or more series, to refund and redeem the outstanding Prior Bonds and refinance the Development. requested that the terms of the Mortgage Loan and the FHA Mortgage be amended and assigned to the trustee for the Bonds. the FHAMortgage may result in an increase in the principal amount of the Mortgage Loan and/or a reduction in the interest rate thereon. Such increase, if any, in the outstanding principal amount of the Mortgage Loan may be evidenced by a supplement or amendment to the Mortgage Loan and the FHA Mortgage or by a supplemental mortgage loan and related mortgage (such supplement, amendment or supplemental mortgage loan and related mortgage being referred to herein as the "Amendments"). the proposed refinancing, and the Development is to remain subject to the FHA Mortgage, as amended by the Amendments, and to the covenants and restrictions (including those in the Deed) heretofore entered in connection with the Prior Bonds. refunding of the Prior Bonds and to the Amendments. . 1.05. Under the Interest Reduction Agreement, the Authority has agreed to I Upon an Event of The obligations of the Developer under 1.06. The construction and equipping of the Development has been completed, Initial leasing projections, have d 1.07. 1.08. In connection with the refunding of the Prior Bonds, the Developer has The amendments to the Mortgage Loan and The Developer will remain the owner of the Development following 1-09. The Developer has requested that the Authority consent to the The Developer has further 5/1/89 I. requested that the Authority consent to certain amendments to the Interest Reduction Agreement and the other Authority Documents for the purposes, among others, of ensuring that the refunding of the Prior Bonds will not give rise to an Event of Termination and that the lien of the FHA Mortgage, as amended by the Amendments, will remain prior to that of the Authority Mortgage. there have been prepared and filed with the Authority drafts of a First Amendment to Interest Reduction Agreement and a Consent and Subordination Agreement (collectively, the "Authority Amending Documents"). To this end, Section 2. Appravals. 2.01. The proposed refunding of the Prior Bonds, the proposed Amendments and assignment of the Mortgage Loan and the FHA Morggage, and the transactions described in Section 1 of this resolution in connection with the refinancing of the Development are hereby approved, subject to the terms, conditions and limitations set forth in this resolution; provided, however, that the outstanding principal amount of the Mortgage Loan, as amended by the Amendments, shall not exceed $16,000,000. heretofore submitted to the Authority, vith such additions, completions, changes and deletions as may be deemed necessary or appropriate by the officers of the Authority executing the same and subject to the approval of counsel to the Authority. 2.03. resolution, however, the Authority retains the right to withdraw from participation and accordingly to refuse to consent to the Amendments if the Developer fails to provide a mortgagee's policy of title insurance with respect to the Authority Mortgage in form and substance satisfactory to the Authority. 2.02. The Authority Amending Documents are hereby approved in the form Notwithstanding the approvals contained in Section 2 of this Section 3. Authorization. 3.01. Any two officers of the Authority are hereby authorized to execute and deliver the Authority Amending Documents in substantially the form heretofore submitted to the Authority, with such additions, completions, changes and deletions as such officers may consider necessary or appropriate, together with such additional documents, agreements and certificates as the officers executing the same may consider necessary or appropriate to effectuate the proposed refunding of the Prior Bonds and the related transactions described herein. documents, agreements and certificates shall be in form and content approved by the officers of the Authority executing the same and counsel to the Authority, and the execution by such officers of the Authority of any such documents, agreements and certificates shall be conclusive evidence of their approval. Adopted this 1st Such - tion of the foregoing resolution was duly seconded by Commissioner Rice and upon vote being taken thereon, the following voted in favor thereof: Kelly, Paulus, Rice, Smith, Richards and the following voted against the same: None whereupon the resolution was declared duly passed and adopted. There being no further business on the joint HRA/Council agenda, motion of Commissioner Smith was seconded by Commissioner Kelly for adjournment of the HRA. Motion carried unanimously.