Norwood City Council
Council
Chambers
Special
Session
June 22,
2006
A) CALL TO ORDER
The Council for the City of Norwood met in SPECIAL session on the above date with President Pro Temp Mr. Keith Moore presiding. The meeting opened with a Prayer and the Pledge of Allegiance.
B) PRAYER
C) PLEDGE OF ALLEGIANCE
D) ROLL CALL
On roll call, the following members answered present: Mr. Sanker, Mr. Schneider, Mr. Moore, Ms. Kelly, Mr. Barlow and Mr. Mumper.
E) introductory reading of ordinance
A) ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AN ESTOPPEL CERTIFICATE TO ASSIST CORNERSTONE AT NORWOOD, LLC IN OBTAINING REFINANCING, AND DECLARING AN EMERGENCY.
Mr. Sanker requested permission through the chair to receive background information on this ordinance from the Mayor, Tim Burke, Tim Quinn, Ted Kiser and Dobbs Ackerman. President Pro Temp Keith Moore granted permission and asked all requested come forward.
Mayor Williams requested to speak first, thanking Council for meeting and apologizing for the necessity of a special meeting. The Mayor indicated that he was neither For nor Against this Ordinance.
Mr. Moore asked Tim Burke to give background information. Mr. Burke stated that the developers of Cornerstone had three requests including a letter to confirm the zoning of the property, which has been provided, an ordinance to clarify that the developer has an easement on City of Norwood property, which is on the agenda for the June 27, 2006 council meeting and an Estoppel letter or certificate. The Certificate that was originally presented had more information than needed. Many changes have been made to the certificate. Mr. Burke stated that the terms of the Estoppel Certificate do not hurt the City. Mr. Quinn agreed.
Ted Kiser stated that Mr. Burke had contacted him early on to discuss the Estoppel Certificate and he responded that this should not be done. Then, after several weeks he was involved again. Mr. Kiser met with the interested parties to resolve the differences.
Mr. Moore asked Dobbs Ackerman what had changed to require a new Estoppel Certificate. Mr. Ackerman thanked Council for the Special Meeting and stated that the Development Agreement has become very complicated and some issues were not initially addressed. The Developers’ financing agreement expires tomorrow, June 23, 2006, on a $42 Million Dollar loan. If the new Estoppel Certificate is not approved the Developers will default and that could harm future developments within the City of Norwood. He believes that concerns of the Norwood Law Department were addressed in the revisions and that they are in a significant rush to get this accomplished.
Mr. Moore asked Mr. Burke what the points of disagreement or concerns were in the Estoppel Certificate. Mr. Burke responded that the process narrowed the issues down to Paragraph 4 and 12. The change to paragraph 4 requires that the lender must enter into an agreement with the City of Norwood. Paragraph 12 was changed to state that the lender and borrower now receive the proceeds from any sale initiated by the State of Ohio and this does not affect the City of Norwood-owned Parking Garage.
Mr. Schneider asked Mr. Kiser to explain his concerns with the Certificate. Mr. Kiser stated that paragraph 7 was a problem but that the addition of 5C made paragraph 7 acceptable. He defers to Mr. Burke and Mr. Quinn for their understanding of paragraphs 12 and 13. Mr. Kiser added that signature lines on the Certificate, for the lender, help to establish that all parties are in agreement.
Mr. Mumper asked Mr. Kiser if the Estoppel Certificate was sufficient to him except for paragraphs 12 and 13, which Mr. Burke and Mr. Quinn have approved. Mr. Kiser responded yes, but it is Council’s right to make this decision.
Mr. Schneider then asked Mr. Burke to comment on paragraph 13. Mr. Burke stated that Paragraph 13 is now consistent with the project agreements.
Mr. Schneider asked Mr. Ackerman if the current loan is with LaSalle Bank. Mr. Ackerman responded yes, and they tested the market to evaluate the proposed deal with LaSalle and decided to stay with LaSalle. The current rate was locked 60 days ago.
On a motion by Mr. Schneider, seconded by Mr. Barlow, it was moved to suspend the rules and have all three readings of the ordinance. All members present voted YES.
On a motion by Mr. Schneider, seconded by Ms. Kelly, it was moved to pass the ordinance. All members present voted YES.
F) EXCUSE ABSENT MEMBERS
On a motion by Mr. Sanker, seconded by Mr. Schneider, it was moved to excuse the absent member. All members present voted YES.
G) ADJOURNMENT
On a motion by Mr. Schneider, seconded by Ms. Kelly, it was moved to adjourn. All members present voted YES.
______________________________ ______________________________
J. Brian Mumper Jane
M. Grote
Clerk of Council President
of Council