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Agenda- HRAAPRIL MAY S M T W T FS S M T W T FS MAXWELL 1 2 3 4 5 1 2 3 BRAUSEN 6 7 8 9 10 11 12 4 5 6 7 8 9 10 HALVERSON 13 14 15 16 17 18 19 11 12 13 14 15 16 17 ROWAN . 20 21 22 23 24 25 26 18 19 20 21 22 23 24 YOUAKIM 27 28 29 30 25 26 27 28 29 30 31 GETSCHOW ELVERUM I. CALL TO ORDER HOPKINS HRA REGULAR MEETING April 1, 2008 7:20 p.m. II. OPEN AGENDA - PUBLIC COMMENTS (Public must fill out a Speaker Request form. There is a three - minute limit for each person.) III. CONSENT AGENDA 1. Approve minutes of the March 4, 2008, regular meeting 2. Approve minutes of the March 18, 2008, special meeting 3. Approve disbursements through March 31, 2008 Recommendation: approve consent agenda Board Action: IV. NEW BUSINESS 1. HRA Report 2008 -05 Sale of Tax Exempt Revenue Bonds, Phase II, Excelsior Crossings, Series 2008 Recommendation: adopt Resolution 451, approving bond sale Board Action: V. ADJOURNMENT Board Action: UNOFFIC ' MINUTES OF HOPKINS HRA REGULAR MEETING March 4, 2008 A regular meeting of the Hopkins Housing and Redevelopment Authority was held March 4, 2008, at Hopkins City Hall. Present were Chairman Eugene Maxwell and Commissioners Rick Brausen, Kristi Halverson and Cheryl Youakim. Bruce Rowan was not present. Also present were Executive Director Rick Getschow, Assistant Executive Director Kersten Elverum and City Attorney Jerry Steiner. I. CALL TO ORDER The meeting was called to order at 7:20 p.m. II. OPEN AGENDA - PUBLIC COMMENTS No one from the public came forward to speak. III. CONSENT AGENDA 1. Approve minutes of the February 4, 2008, regular meeting 2. Approve disbursements through February 29, 2008 Commissioner Brausen moved, Commissioner Halverson seconded, to approve the consent agenda. The motion was approved unanimously. IV. NEW BUSINESS 1. ITEM 2008 -03 Approve assignment of contract for redevelopment - Block 64 Ms. Elverum provided an overview of this item. She explained that a contract for private redevelopment was entered into by GPS Development for the redevelopment of Block 64. GPS has not been able to move the project ahead and has agreed to assign their development rights to Doran -Pratt Development. The HRA must approve the assignment for it to be valid and to enter into an amended redevelopment agreement with Doran -Pratt Development, LLC. HRA Minutes, March 4, 2008 - Page 2 UNOFFICIAL Commissioner Youakim moved, Commissioner Brausen seconded, to approve the assignment of Contract for Private Redevelopment between GPS Development, LLC, and Doran -Pratt Development, LLC. The motion was approved unanimously. V. ADJOURNMENT Commissioner Brausen moved, Commissioner Halverson seconded, to adjourn the meeting. The motion was approved unanimously. The meeting adjourned at 7:25 p.m. Eugene J. Maxwell, Chairman Richard Getschow, Executive Director MINUTES OF SPECIAL HOPKINS HRA MEETING March 18, 2008 A special meeting of the Hopkins Housing and Redevelopment Authority was held March 18, 2008, at Hopkins City Hall. Present were Chairman Eugene Maxwell, Commissioners Rick Brausen, Kristi Halverson, Bruce Rowan and Cheryl Youakim. Also present were Executive Director Rick Getschow, Assistant Executive Director Kersten Elverum, and City Attorney Wynn Curtiss. I. CALL TO ORDER The meeting was called to order at 7:20 p.m. II. NEW BUSINESS 1. ITEM 2008 -04 Revision of Public Housing Operating Budget for period ending 3/31/08 Ms. Elverum gave a presentation detailing the item. UNOFFICIAL Commissioner Youakim moved, Commissioner Halverson seconded, to adopt Resolution 451, approving the revision of the Operating Budget for the period ending 3/31/08. The motion was approved unanimously. III .ADJOURNMENT Commissioner Halverson moved, Commissioner Rowan seconded, to adjourn the meeting. The motion was approved unanimously. The meeting adjourned at 7:25 p.m. Eugene J. Maxwell, Chairman Richard B. Getschow, Executive Director 3/13/2008 2:33 PM PACKET: 00621 HRA 3 -13 -08 VENDOR SET: 01 BANK HRA HRA WELLS FARGO A / P CHECK REGISTER PAGE: 1 CHECK CHECK CHECK CHECK VENDOR NAME / I.D. DESC TYPE DATE DISCOUNT AMOUNT NO# AMOUNT 03165 CENTERPOINT ENERGY R 3/13/2008 011154 18,292.03 03316 CITY OF HOPKINS R 3/13/2008 011155 29,202.13 27274 CITY OF HOPKINS R 3/13/2008 011156 2,973.38 26951 COMCAST R 3/13/2008 011157 2.25 07711 GREAT GLACIER INC R 3/13/2008 011158 35.94 08004 HANCE HARDWARE, INC R 3/13/2008 011159 155.67 27200 HD SUPPLY FACILITIES MAINTENANCE R 3/13/2008 011160 333.05 26903 JESUS HERNANDEZ R 3/13/2008 011161 275.00 08565 HOPKINS ACTIVITY CENTER R 3/13/2008 011162 49.60 11360 KJELSHUS FRAME DESIGN R 3/13/2008 011163 340.00 13172 METRO ELEVATOR, INC R 3/13/2008 011164 320.00 13336 MIDWEST MAINTENANCE & MECHANICAL INC R 3/13/2008 011165 461.00 14040 C. NABER & ASSOCIATES R 3/13/2008 011166 190.00 14000 NAEIR R 3/13/2008 011167 37.49 14160 NEXTEL COMMUNICATIONS R 3/13/2008 011168 54.99 26965 OCE IMAGISTICS INC R 3/13/2008 011169 90.00 16288 PHADA R 3/13/2008 011170 110.00 16453 PLUNKETTS R 3/13/2008 011171 167.74 16560 POKORNY CO R 3/13/2008 011172 119.86 17806 QWEST R 3/13/2008 011173 178.84 27509 RETROFIT COMPANIES, INC R 3/13/2008 011174 139.50 3/13/2008 2:33 PM PACKET: 00621 HRA 3 -13 -08 VENDOR SET: 01 BANK HRA HRA WELLS FARGO A / P CHECK REGISTER PAGE: 3 CHECK CHECK CHECK CHECK VENDOR NAME / I.D. DESC TYPE DATE DISCOUNT AMOUNT NO# AMOUNT ** POSTING PERIOD RECAP ** FUND PERIOD AMOUNT 001 3/2008 58,305.02CR ALL 58,305.02CR HOPKINS March 27, 2008 HRA Report 2008 -05 Proposed Action Staff recommends adoption of the following motion: Move to approve Resolution 452 authorizing the issuance of tax increment revenue bonds (Excelsior Crossings) series 2008. With this motion the issuance will be finalized and offered for sale. Overview Opus Northwest, LLC is proposing to start construction on Phase II (Building A) of Excelsior Crossings and has requested the HRA issue and sell tax exempt tax increment revenue bonds to support the project. Proceeds from the bonds will be used to pay the eligible redevelopment costs to be funded with tax increment. Section 3.3 of the redevelopment agreement specifically allows for the sale of the bonds and the transaction has been reviewed by the HRA's bond counsel and attorney. The proposed amount of the bonds is $5,290,000. The bonds will be repaid from tax increment generated from Phase II construction by Opus within TIF District 2 -11. There is no obligation for the HRA or the City to make up for a shortfall in tax increment used to pay the bonds. Supporting Information K= rste • Resolution 452 verum Direct • of Planning & Development C ITY OF TAX EXEMPT REVENUE BONDS, PHASE 11 EXCELSIOR CROSSINGS Financial Impact: $ 0 Budgeted: Y/N Source: Related Documents (CIP, ERP, etc.): Notes: RELATING TO THE TAX INCREMENT FINANCING OF PUBLIC IMPROVEMENTS RELATED TO THE EXCELSIOR CROSSINGS DEVELOPMENT LOCATED IN TAX INCREMENT FINANCING DISTRICT NO. 2 -11; AUTHORIZING THE ISSUANCE OF TAX INCREMENT REVENUE BONDS (EXCELSIOR CROSSINGS PROJECT), SERIES 2008; AND PROVIDING THE FORM, TERMS, PLEDGE OF REVENUES, AND FINDINGS, COVENANTS, AND DIRECTIONS RELATING TO THE ISSUANCE OF SUCH OBLIGATIONS RESOLVED BY THE BOARD OF COMMISSIONERS OF THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPK IS, MINNESOTA: SECTION 1. BACKGROUND THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPHINS, IVIINNESOTA RESOLUTION NO. 452 1.01. The Board of Commissioners (the "Board ") of the Housing and Redevelopment Authority in and for the City of Hopkins, Minnesota (the "HRA "), previously created Redevelopment Project No. 2 (the "Redevelopment Project ") within the City of Hopkins, Minnesota (the "City "), pursuant to Minnesota Statutes, Section 469.001 to 469.047, as amended (the "HRA Act "). The HRA, by Resolution No. 369, adopted by the Board on October 6, 1998, and the City, by Resolution No. 98 -061, adopted by the City Council of the City on October 6, 1998, have previously approved a tax increment financing plan (the "TIF Plan ") for Tax Increment Financing District No. 2 -11 (the "TIF District ") located within the Redevelopment Project, by the authority granted by Minnesota Statutes, Sections 469.174 to 469.1799, as amended (the "Tax Increment Act "), for the purpose of financing certain improvements within the TIF District. The TIF Plan for the TIF District were subsequently modified and amended by Resolution No. 392, adopted by the Board of the HRA on December 4, 2001, and by Resolution No. 2001 -46, adopted by the City Council of the City on December 4, 2001. 1.02. Resolution No. 445, adopted by the Board of the Issuer on March 20, 2007 (the "Series 2007 Bond Resolution "), provided for the issuance and sale of tax increment revenue bonds. Pursuant to the terms of the Series 2007 Bond Resolution and the terms and conditions of an Indenture of Trust, dated May 1, 2007, between the Issuer and the Trustee (the "Series 2007 Indenture "), the Issuer issued its Tax Increment Revenue Bonds (Excelsior Crossings Project), Series 2007 (the "Series 2007 Bonds "), in the principal amount of $9,005,000, dated as of May 10, 2007. A portion of the Series 2007 Bonds was used to finance the acquisition of real property, demolition of certain structures, site remediation, and the construction of an approximately 261,000- square foot office building (the "Phase One Improvements "), the first phase of a multi - phased, 27 -acre office development (the "Overall Development "), located at the intersection of U.S. Highway 169 and Excelsior Boulevard in the City (the "Property "). Another portion of the Series 2007 Bonds was intended to provide for a portion of the financing of the construction of an approximately 268,000- square foot seven story office building (the "Phase Two Improvements "), the second phase of the Overall Development, located at the Property. 1.03. In order to provide for the redevelopment of the Redevelopment Project and the TIF District and, specifically, to provide for the Phase One Improvements and the Phase Two Improvements, 1 the HRA entered into a Redevelopment Agreement, dated March 29, 2006, between the URA and Opus Northwest, L.L.C., a Delaware limited liability company (the "Redeveloper "), as amended and restated by a First Amended and Restated Redevelopment Agreement, dated January 2, 2007, between the HRA and the Redeveloper, and a Second Amended and Restated Redevelopment Agreement, dated March 20, 2007, as it may be further amended (the "Redevelopment Agreement "). 1.04. Pursuant to the Redevelopment Plan, the TIF Plan, and the Redevelopment Agreement, the Redeveloper will construct the Phase Two Improvements (as described in Paragraph 1.02 above) and develop the Overall Development within the TIF District (the "Project "). 1.05. Pursuant to Laws of Minnesota 2003, Chapter 127, Article 11, Section 31 (the "Special Law "), the HRA Act, and the Tax Increment Act, the HRA is authorized to issue and sell its bonds for the purpose of financing public development costs in a redevelopment project and to pledge tax increment revenues derived from a tax increment financing district established within the redevelopment project to the payment of the principal of and interest on such obligations. SECTION 2. ISSUANCE OF THE BONDS 2.01. In order to finance public improvements related to the Project, there is hereby authorized to be issued by the HRA the Bonds, as hereinafter defined. 2.02. In order to finance public improvements related to the Project (Phase Two Improvements), the Board hereby authorizes the issuance of tax increment revenue bonds to be designated as the "Tax Increment Revenue Bonds (Excelsior Crossings Project), Series 2008" (the "Bonds "), in a principal amount not to exceed $5,290,000. The Bonds shall be issued on such date and upon the terms and conditions determined by the Executive Director of the HRA (the "Executive Director "). The Bonds may be designated such other name or names as determined to be appropriate by the Executive Director. The Bonds shall be issued in one or more series as the Executive Director may determine, and shall be assigned a separate series designation determined by the Executive Director for each series issued by the HRA. The Bonds are authorized to be issued as obligations the interest on which is not includable in gross income for federal and State of Minnesota income tax purposes. This authorization to issue the Bonds is effective without any additional action of the Board and shall be undertaken by the Executive Director on such date or dates and upon the terms and conditions deemed reasonable by the Executive Director. The Board hereby authorizes the sale of the Bonds to Dougherty & Company LLC (the "Underwriter ") upon the offer of the Underwriter to purchase the Bonds in accordance with the terms of a Bond Purchase Agreement between the HRA and the Underwriter (the "Bond Purchase Agreement "). 2.03. There have been prepared in conjunction with the issuance of the Bonds, and are currently on file with the HRA, the following documents: (i) an Indenture of Trust (the "Indenture "), between the HRA and U.S Bank National Association, a national banking association (the "Trustee "); and (ii) a Bond Purchase Agreement. The Indenture and the Bond Purchase Agreement are hereby approved in substantially the forms on file with the HRA on the date hereof, subject to such changes not inconsistent with this resolution and applicable law that are approved by the Executive Director. 2.04. The Bonds shall have the maturities, interest rate provisions, shall be dated, numbered, and issued in such denominations, shall be subject to mandatory and optional redemptions and prepayment prior to maturity, shall be executed, sealed, and authenticated in such manner, shall be in such form, and shall have such other details and provisions as are prescribed in the Indenture. The form of the Bonds included in the Indenture are approved in substantially the forms in the Indenture, subject to 2 such changes not inconsistent with this resolution and applicable law, and subject to such are approved by the Executive Director. Without limiting the generality of the foregoing, t Director is authorized to approve the original aggregate principal amount of each series of issued under the terms of this resolution (subject to the maximum aggregate principal a series authorized by this resolution), to establish the terms of redemption, the principal am to redemption, and the dates of redemption of the Bonds, and to approve other changes to th of the Bonds which are deemed by the Executive Director to be in the best interests of th issuance and delivery of the Bonds shall be conclusive evidence that the Executive Director the terms and provisions of the Bonds in accordance with the authority granted by this res proceeds derived from the sale of the Bonds, and the earnings derived from the inves proceeds, shall be held, transferred, expended, and invested in accordance with determin Executive Director. 2.05. The Bonds shall be secured by Available Tax Increments (as defined in t and all other property, rights, interests, privileges, rentals, revenues and income pledged o the Trustee pursuant to the provisions of the Indenture which constitutes the Trust Estate ( the Indenture). 2.06. It is hereby found, determined and declared that the issuance and sale of th execution and delivery by the HRA of the Indenture and the Bond Purchase Agreemen Documents "), and the performance of all covenants and agreements of the HRA contained Documents, and of all other acts required under the Constitution and laws of the State of make the Bonds the valid and binding special obligations of the HRA enforceable in acc their respective terms, are authorized by applicable Minnesota law, including, without limit. Increment Act and this Resolution. 2.07. Under the provisions of the Tax Increment Act, and as provided in the under the terms of the Bonds, the Bonds are not to be payable from or chargeable against an than the revenues pledged to the payment thereof; the HRA nor the City shall not be s liability thereon other than from such revenues pledged thereto; no holder of any Bonds sh the right to compel any exercise by the HRA or the City of its taxing powers (other than as by the pledge of tax increment revenues under the terms of the Indenture) to pay the premium, if any, and interest on the Bonds, or to enforce payment thereof against any pr HRA or the City other than the property expressly pledged thereto; the Bonds shall no charge, lien or encumbrance, legal or equitable, upon any property of the HRA or the City revenues expressly pledged thereto; the Bonds shall recite that the Bonds are issued witho the general or moral obligation of the HRA or the City, and that the Bonds, including interes payable solely from the revenues pledged to the payment thereof; and the Bonds shall no debt of the HRA or the City within the meaning of any constitutional or statutory indebtedness. SECTION 3. DISCLOSURE DOCUMENTS AND CLOSING CERTIFICATES 3.01. The preparation of an official statement (the "Disclosure Document ") i with the offer and sale of the Bonds is hereby authorized. When approved by the Executive Disclosure Document is authorized to be distributed in conjunction with the offer and sale In order to provide for continuing disclosure with respect to the Bonds, to the extent deem required, or appropriate by the Executive Director, the Chairperson of the Board ( "Chai Secretary of the HRA (the "Secretary," and together with the Chairperson, the "HRA Offici 3 hanges that e Executive onds to be ount for all unts subject other terms HRA. The as approved lution. The ent of such tions of the e Indenture) assigned to s defined in Bonds, the (the "HRA in the HRA innesota to rdance with ion, the Tax denture and funds other bject to any 11 ever have ontemplated principal of, perry of the constitute a ther than the t a pledge of thereon, are constitute a imitation of conjunction Director, the f the Bonds. d necessary, erson "), the Is "), and the Trustee may execute and deliver an agreement or certificate providing for continuing disclosure with respect to the Bonds. 3.02. The HRA Officials are authorized to furnish to the purchasers of the Bonds, on the date of issuance and sale of the Bonds, a certificate that, to the best of the knowledge of such officer, the Disclosure Document does not, as of the date of closing, and did not, as the time of sale of the Bonds, contain any untrue statement of a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Unless litigation shall have been commenced and be pending questioning the Bonds, the proceedings for approval of the Bonds, tax increment revenues generated or collected for payment of the Bonds, revenues pledged for payment of the Bonds, or the organization of the HRA, or incumbency of its officers, at the respective :,losings, the HRA Officials shall also execute and deliver a suitable certificate as to absence of material litigation, a certificate as to payment for and delivery of the Bonds, and the signed approving legal opinion of Kennedy & Graven, Chartered, as to the validity and enforceability of the Bonds and the tax - exempt status of interest on the Bonds. 3.03. The HRA Officials, the Executive Director, and other agents, officers, and employees of the HRA are hereby authorized and directed, individually and collectively, to furnish to the attorneys approving the Bonds, on behalf of the purchasers of the Bonds, certified copies of all proceedings and certifications as to facts as shown by the books and records of the HRA, and the right and authority of the HRA to issue the Bonds, and all such certified copies and certifications shall be deemed representations of fact on the part of the HRA. Such officers, employees, and agents of the HRA are hereby authorized to execute and deliver, on behalf of the HRA, all other certificates, instruments, and other written documents that may be requested by bond counsel, the Underwriter, the Purchasers, the Trustee, or other persons or entities in conjunction with the issuance of the Bonds and the expenditure of the proceeds of the Bonds. Without imposing any limitations on the scope of the preceding sentence, such officers and employees are specifically authorized to execute and deliver a certificate relating to federal tax matters including matters relating to arbitrage and arbitrage rebate, a receipt for the proceeds deriv ed from the sale of the Bonds, an order to the Trustee, a general certificate of the HRA, and, with respect to the Bonds, an Information Return for Tax - Exempt Governmental Obligations, Form 8038 -G (Rev. November 2000). SECTION 4. BANK QUALIFICATION 4.01. The HRA hereby designates the Bonds as "qualified tax - exempt obligations" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code "), and represents that the HRA does not reasonably anticipate that the HRA will issue in calendar year 2008 more than $10,000,000 of bonds or other tax- exempt obligations (excluding "private activity bonds" other than "qualified 501(c)(3) bonds," as such terms are defined in the Code, and excluding certain refunding obligations, that are not included in the $10,000,000 limitation set forth in Section 265(b)(3)(C)(i) of the Code). SECTION 5. MISCELLANEOUS 5.01. All agreements, covenants, and obligations of the HRA contained in this resolution and in the above - referenced documents shall be deemed to be the agreements, covenants, and obligations of the HRA to the full extent authorized or permitted by law, and all such agreements, covenants, and obligations shall be binding on the HRA and enforceable in accordance with their terms. No agreement, covenant, or obligation contained in this resolution or in the above - referenced documents shall be deemed to be an agreement, covenant, or obligation of any member of the Board, or of any officer, 4 employee, or agent of the HRA in that person's individual capacity. Neither the members nor any officer executing the Bonds shall be liable personally on the Bonds or be subject to liability or accountability by reason of the issuance of the Bonds. 5.02. Nothing in this resolution or in the above - referenced documents is intende construed to confer upon any person (other than as provided in the Indenture, the Bonds, agreements, instruments, and documents hereby approved) any right, remedy, or claim, legal under and by reason of this resolution or any provision of this resolution. 5.03. If for any reason the HRA Officials, the Executive Director, or any of employees, or agents of the URA authorized to execute certificates, instruments, or o documents on behalf of the HRA shall for any reason cease to be an officer, employee, or HRA after the execution by such person of any certificate, instrument, or other written doc fact shall not affect the validity or enforceability of such certificate, instrument, or o document. If for any reason the HRA Officials, the Executive Director, or any other officers or agents of the HRA authorized to execute certificates, instruments, or other written d behalf of the HRA shall be unavailable to execute such certificates, instruments, or o documents for any reason, such certificates, instruments, or other written documents may be another officer of the HRA designated by the Board. 5.04. The HRA shall not take any action or authorize any action to be taken in co the application or investment of the proceeds of the Bonds or any related activity which wo Bonds to be deemed to be "private activity bonds," within the meaning of Section 141 of Revenue Code of 1986, as amended (the "Code "). The HRA shall not take any action or a action to be taken in connection with the application or investment of the proceeds of the related activity which would cause the Bonds to be deemed to be "arbitrage bonds," within of Section 148 of the Code. Furthermore, the HRA shall take all such actions as may be re the Code to ensure that interest on the Bonds is not and does not become includable in gros federal income tax purposes. 5 5.05. The authority to approve, execute, and deliver future amendments to th executed and delivered by the HRA in connection with the transactions contemplated here delegated to the Executive Director, subject to the following conditions: (a) such amend require the consent of the holders of the Bonds or, if required, such consent has been obtain amendments do not materially adversely affect the interests of the HRA as the issuer o (c) such amendments do not contravene or violate any policy of the HRA; (d) such ame acceptable in form and substance to the HRA Attorney, bond counsel or other counsel ret. HRA to review such amendments; (e) the HRA has received, if necessary, an opinion of bon the effect that the amendments will not adversely affect the tax- exempt character or int Bonds, if the Bonds are then tax - exempt obligations; and (f) such amendments do no prejudice the interests of the owners of the Bonds. The authorization hereby given shal construed as authorization for the execution and delivery of such certificates and related ite required to demonstrate compliance with the agreements being amended and the terms of thi The execution of any instrument by the FIRA Officials or the Executive Director shall b: evidence of the approval of such instruments in accordance with the terms hereof. f the Board, ny personal or shall be d the other r equitable, er officers, her written gent of the ment, such her written employees, cuments on her written xecuted by ection with ld cause the the Internal thorize any onds or any he meaning uired under income for documents y is hereby ents do not d; (b) such the Bonds; dments are ined by the counsel to rest on the materially be further s as may be resolution. conclusive 5.06. This Resolution shall take effect and be in force from and after its a proval and publication. Adopted by the Board of Commissioners of the Housing and Redevelopment Author the City of Hopkins, Minnesota this 1st day of April, 2008. Attest: Secretary HP130 -4 (JAE) 330206v2 6 Chairperson ty in and for