5b. approval of Joint Powers Agreement between Carver County HRA and the City of Chanhassen for a Mulit-Family Housing Revenue Bond Program1
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MEMORANDUM
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CITY OF
CHANHASSEN
690 COULTER DRIVE • P.O. BOX 147 • CHANHASSEN, MINNESOTA 55317
(612) 937 -1900 • FAX (612) 937 -5739
TO: Mayor and City Council
FROM: Don Ashworth, City Manager
DATE: May 18, 1995
SUBJ: Joint Powers Agreement, Senior Housing Project, Carver County HRA/City of
Chanhassen 1 6L
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This item was tabled from our last agenda. The primary thrust of the agreement is who
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controls the project. I do not believe that the ;.City o Chanhassen wishes to participate in
day -to -day management decisions associated with the facility. As previously stated, I believe
that Carver County has significant experience in this area and allowing them to make
decisions as to who will pick up the garbage, whose bind on rent and how to rectify such,
etc., should reasonably rest with the county. On the other side is the fact that the City o
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Chanhassen is responsible for paying any shortfalls that occur from the operations of the
facility. As such, the city should reonably have a say in.the budget for the facility and
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should control whether revenues ned to be increased, expenses need to be decreased, or other
financial actions needed to be , to ensure that the facile continues to be operated in the
black.
Attached please fin ��e t tirc dr ftkfl the= J6JfiJVo *ers &hent that gives the city the
financial power Tn� ba Z Sl IbUfth ? b d to ut onday
evening, I am sure minor sections will have been changed and we , highlight
Tif those for the city council. '"ty „Attorney is recommending approval` a Joint Powers
Agreement as attached or amended:`
JOINT POWERS AGREEMENT
FOR A MULTIFAMILY HOUSING REVENUE BOND PROGRAM
THIS AGREEMENT - has been entered into as of the 1st day of May, 1995, ,6 L and
among The Carver County Housing and Redevelopment Authority (the "Issuer "), The Housing
and Redevelopment Authority of the City of Chanhassen, Minnesota (the "City HRA ") and the
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City of Chanhassen, Minnesota (the "City ") (together the "Joint Parties ") pursuant to Minnesota
Statutes, Section 471.59 and Chapter 462C.
1. Statement of Purpose and Powers to be Exercised There is a need in Carver
County, Minnesota (the "County, ") and particularly in the City, to preserve the quality of life
through the maintenance, provision and preservation of adequate housing stock, to encourage new
housing construction, and to provide affordable housing to persons of low and moderate income.
To promote the public health and welfare, the Joint Parties will jointly undertake a housing
development project (the "Project ") to provide an approximately Q L3 -unit multifamily rental
housing facility to be occupied by low and moderate income elderly persons.
The powers to be exercised jointly under this Agreement are those common or
substantially similar powers conferred upon the Issuer and the City HRA pursuant to Minnesota
Statutes, Sections 469.001 through 469.047, to undertake housing development projects and to
issue housing revenue bonds backed by the full faith and credit of the City pursuant to Minnesota
Statutes, Section 469.034, Subd. 2; and the powers conferred on the City to assist a housing and
redevelopment authority in the development of a Project.
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' 2. Method of Achieving Purpose; Manner of Exercising Power The powers
' described above (a) to undertake the Project, (b) to issue housing revenue bonds of the Issuer
backed by the full faith and credit and taxing power of the City in an aggregate principal amount
' not exceeding $4,131,542 (the "Bonds "), and (c) to issue such additional revenue bonds of the
' Issuer in accordance with Section 469.034, as are necessary to provide financing for the
acquisition, construction and equipping of the Project (the "Revenue Bonds "), are to be exercised
by the Issuer pursuant to this Agreement. The Issuer is authorized and directed to execute and
deliver such contracts, agreements and other documents as shall be necessary or convenient, in
the judgment of the Issuer, for it to undertake the issue and sell the Bonds and the Revenue
' Bonds, and to adopt such resolutions and to take all such actions as the Issuer determines, in its
judgment, to undertake the Project, to issue the Bonds and the Revenue Bonds, and to properly
own, operate and manage the Project.
' The Project shall be owned, operated and managed by the Issuer in accordance with the
' documents providing for the issuance of the Bonds and Revenue Bonds, and otherwise in the
manner determined appropriate by the Issuer. Notwithstanding the foregoing, if the debt service
coverage ratio for the Project (calculated to include the annual tax levies of the Issuer and the
' City HRA), calculated by the Issuer pursuant to Section 4.16 of the Indenture for any year during
' which the Bonds are outstanding does not equal or exceed 100 %, the City shall have the right,
but not the obligation, to direct the Issuer to take remedial actions satisfactory to the City,
' including but not limited to retaining a new manager for the Project or refunding the Bonds.
3. Source and Contribution of Funds The source of funds for the Project shall be (i)
the proceeds of the Bonds; (ii) a $350,000 contribution by the City to be deposited to a debt
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service reserve fund created pursuant to the indenture of trust to be entered into by the Issuer and '
a trustee providing for the issuance of and security for the Bonds and the Revenue Bonds (the
"Indenture "); (iii) a pledge by the — Cit of an annual ^ amount equal to the City's share of the '
service charge attributable to the Project and payable by the Issuer pursuant to Minnesota Statutes '
Section 469.040 for each year during which the Bonds are outstanding, payable into the Revenue
Fund created pursuant to the Indenture on each —^ 1, commencing
1, 199_; (iv) a pledge by the — Issuer of $ of the —n Issuer's annual tax levy for ,
each year during which the Bonds are outstanding, payable into the Revenue Fund created '
pursuant to the Indenture on each January 1 and July 1, commencing 1,
(v) a pledge by the City HRA of $ of the City HRA's annual tax levy for each '
year during which the Bonds are outstanding, or such greater amount as the Issuer from time to '
time shall notify the City HRA in writing that the Issuer will contribute from its next tax levy
p ayable into the Revenue Fund created pursuant to the Indenture on each January 1 and July 1 '
commencing 1, 199_; and —^ vi such other properties and revenues as shall '
be loaned or contributed to or derived from the Project, including the revenues, profits, receipts
and other moneys pledged to the Bonds pursuant to the Indenture. '
4. Budget and Disbursements The Issuer shall provide (a) an initial budget for the I
acquisition and construction of the Project and the issuance of the Bonds and Revenue Bonds,
and (b) annual budgets for the operation, maintenance and repair of the Project. M '
p � Moneys and
funds shall be held, applied, disbursed, and accounted for in such manner as is provided for in '
the Indenture or as the Issuer may determine. Any surplus funds resulting from the operation of
the Project by the Issuer shall be applied by the Issuer as provided in Section lI1 of the
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Indenture, or any indenture of trust or other document providing for the refunding of the Bonds
or Revenue Bonds, and following the retirement of the Bonds, Revenue Bonds and any bonds or
other financing issued to refund the Bonds or Revenue Bonds, any such surplus funds shall be
and remain the property of the Issuer. The Issuer shall provide to the City and the City HRA
copies of its annual budgets for the Project and any revisions thereto from time to time.
5. Liability for Debts and Obligations The Issuer will not do any act or thing the
effect of which is to create a charge on or lien against the property or revenues of the Joint
Parties, other than the trust estate pledged pursuant to the Indenture.
The Bonds and all costs and expenses of operating the Project shall be special, limited
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obligations of the Issuer payable solely from proceeds, revenues and other amounts pledged
thereto under, including, without limitation, as to the Bonds, the full faith and credit of the City,
all as more fully described in, the Indenture.
The Revenue Bonds and the interest thereon and all costs and expenses of operating the
Project shall neither constitute nor give rise to an indebtedness, pecuniary liability, general or
moral obligation or a pledge of the faith or loan of credit of the ^L Joint Parties, the State of
Minnesota or any political subdivision thereof, nor shall the Revenue Bonds constitute a debt of
the Joint Parties, the State of Minnesota or any political subdivision thereof within the meaning
of any constitutional or statutory limitations.
The Bonds and the interest thereon and all costs and expenses of operating the Project
shall neither constitute nor give rise to an indebtedness, pecuniary liability, general or moral
obligation or a pledge of the faith or loan of credit of the ^ Issuer or the City HRA, the State of
Minnesota or any political subdivision thereof, other than the City, nor shall the Bonds constitute
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a debt of the Issuer or the City HRA, the State of Minnesota or any political subdivision thereof,
within the meaning of any constitutional or statutory limitations.
6. Indemnification The City HRA and the City, to the extent permitted by law, shall
indemnify and hold harmless the Issuer for any liability or costs of defense incurred by the Issuer
pursuant to Section 12.9 of the Indenture, relating to environmental matters.
7. Term of Agreement; Termination This Agreement shall terminate upon the latest
to occur of the retirement or defeasance of the entire principal amount of the Bonds and Revenue
Bonds, or the retirement of any bonds or other financing issued to refund the Bonds or Revenue
Bonds, the payment of all amounts required to be paid under the Indenture, or any indenture or
similar document executed and delivered in connection with the refunding of the Bonds or the
Revenue Bonds, and the disposition of all property held by the Trustee pursuant to the Indenture,
and this Agreement may not be terminated in advance of such retirement or defeasance. If the
Bonds and /or Revenue Bonds are not issued on or before December 31, 1995, this Agreement
shall terminate on such date.
8. Distribution of Assets upon Termination Upon termination of this Agreement, any
property acquired as the result of this Agreement shall be
9. Amendments Except as to the term of this Agreement, this Agreement may be '
amended by the unanimous consent of the Joint Parties at any time. No amendment may
materially prejudice the rights of the holders of the Bonds or the Revenue Bonds or an y bonds '
or other instrument issued to refund the Bonds or Revenue Bonds, unless they have consented '
to such amendment in the manner provided for amendment of the Indenture or other applicable
instrument.
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IN WITNESS WHEREOF, The Carver County Housing and Redevelopment Authority,
The Housing and Redevelopment Authority of the City of Chanhassen, Minnesota and the City
of Chanhassen, Minnesota have each caused this Agreement to be executed on its behalf by their
duly authorized officers and have caused their official seals, if any, to be affixed hereto, all as
of the day and year first above written.
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Dated this
day of May, 1995,
THE CARVER COUNTY HOUSING
AND REDEVELOPMENT AUTHORITY
(SEAL)
By:
Its:
By:
Its:
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(SEAL)
305641.3
THE HOUSING AND REDEVELOPMENT
AUTHORITY OF THE CITY OF
CHANHASSEN, MINNESOTA
By:
Its:
By:
Its:
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CITY OF CHANHASSEN, MINNESOTA
(SEAL)
By:
Its:
By:
Its:
305641.3 9
I CITY OF CHANHASSEN, MINNESOTA
I RESOLUTION NO.
I RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION
OF A JOINT POWERS AGREEMENT WITH THE HOUSING AND
' REDEVELOPMENT AUTHORITY OF THE CITY OF CHANHASSEN,
MINNESOTA AND THE CARVER COUNTY HOUSING AND
REDEVELOPMENT AUTHORITY (THE "AUTHORITY ") IN SUPPORT
' OF THE AUTHORITY'S ISSUANCE OF HOUSING AND DEVELOPMENT
GROSS REVENUE BONDS (CHANHASSEN APARTMENTS PROJECT) SERIES
1995A AND HOUSING AND DEVELOPMENT REVENUE BONDS (CITY OF
CHANHASSEN, MINNESOTA UNLIMITED TAX GENERAL OBLIGATION --
HOUSING DEVELOPMENT PROJECTS) SERIES 1995B
BE IT HEREBY RESOLVED by the City Council of the City of Chanhassen, County of
Carver, Minnesota (the "City ") as follows:
1. The Carver County Housing and Redevelopment Authority (the "Authority "), a
public body corporate and politic, organized under Minnesota Statutes, Section 469.001 through
' 469.047 (the "Act ") proposes to issue its Housing and Development Gross Revenue Bonds
(Chanhassen Apartments Project) Series 1995A (the "Series A Bonds ") in the aggregate principal
amount not exceeding $600,000 and its Housing and Development Revenue Bonds (City of
' Chanhassen, Minnesota Unlimited Tax General Obligation -- Chanhassen Apartments Project)
Series 1995B (the "Series B Bonds" and together with the Series A Bonds, the 'Bonds ") in the
aggregate principal amount not exceeding of $4,131,542 to finance an approximately 63 -unit
multifamily housing facility for senior citizens of low and moderate income, which constitutes
a housing development project as defined in the Act (the "Project ").
' 2. The City previously approved the issuance by the Authority of the Series B Bonds
and the pledge by the Authority of the City's full faith and credit thereto.
3. A Joint Powers Agreement (the "Joint Powers Agreement ") between the Authority,
the City and the Housing and Redevelopment Authority of the City of Chanhassen (the "City
HRA ") providing for certain contributions by the City and the City HRA to support the
operations of the Project and the annual debt service on the Bonds, has been submitted to the City
Council for approval.
4. It is hereby found, determined and declared that the implementation of the Project,
and the execution and delivery of the Joint Powers Agreement and the performance of all
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covenants and agreements of the City contained therein are authorized under the constitution and
laws of the State of Minnesota.
5. The Joint Powers Agreement is hereby approved in substantially the form on file
with the City on the date hereof. The Mayor and the City Administrator of the City are hereby
directed and authorized to execute said Agreement on behalf of the City. The form and terms
of the Joint Powers Agreement may be varied prior to execution and delivery by the parties
thereto, provided that any such variance shall not be, in the opinion of the City Administrator and
City Attorney, materially adverse to the interests of the City. The execution and delivery of the
Joint Powers Agreement as provided in this Section 5 shall be conclusive evidence of the
determination that any such variance was not materially adverse to the interests of the City.
ADOPTED: May 1995
Mayor
Attest:
City Administrator
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