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Resolution No. 2023-118, Approving Issuance and Sale of Multifamily Housing Revenue Bonds (Moon Plaza Apartments Project), Taxable Subseries 2023B-1-2 Resolution No. 2023-118 Approving Issuance and Sale of Multifamily Housing Revenue Bonds (Moon Plaza Apartments Project), Taxable Subseries 2023B-1-2 Whereas, The City of Fridley, Minnesota (Issuer or City) is authorized pursuant to Minnesota Statutes, Chapter 462C, as amended (Act), to finance the making or purchasing of loans with respect to multifamily housing developments within the boundaries of the City through the issuance of revenue obligations; and Whereas, Pursuant to the Act, the full faith and credit of the City will not be pledged to the payment of the principal of, premium, if any, and interest on the Bonds (as defined below); and Whereas, The City previously issued its Multifamily Housing Revenue Bonds (Moon Plaza Project), consisting of $25,835,000 Series 2023A (Series 2023A Bonds), $14,810,000 Taxable Series 2023B (comprised of Subseries 2023B-1 (Tax Credit Bridge) the “Subseries 2023B-1 Bonds” and Subseries 2023B-2 (Taxable Tail) (Subseries 2023B-2 Bonds and, with the Subseries 2023B-1 Bonds, the Series 2023B Bonds), and $4,566,000 Taxable Series 2023C Bonds (Series 2023C Bonds) to finance the acquisition and construction of an approximately 250,000 square-foot rentable apartment community that will consist of an approximately 169-unit multifamily housing development for households of low and moderate income, and functionally related facilities, including an underground parking garage, expected to be known as Moon Plaza Apartments, located at approximately 6257 University Avenue NE, in the City (Project), which will be owned and operated by the Borrower; and Whereas, The City has received a proposal from Roers Fridley Apartments Owner II LLC, a Minnesota limited liability company (Borrower), that the City issue its Multifamily Housing Revenue Bonds (Moon Plaza Apartments Project), Taxable Subseries 2023B-1-2 Bonds (Subseries 2023B-1-2 Bonds) in a principal amount not to exceed $12,500,000 to finance the refunding and redemption of the Subseries 2023B-1-1 Bonds, in accordance with the terms of the Indenture of Trust dated as of July 1, 2023 (Original Indenture) between the City and U.S. Bank Trust Company, National Association (Trustee) and the Loan Agreement dated as of July 1, 2023 (Original Loan Agreement) between the City and the Borrower; and Whereas, No public official of the City has either a direct or indirect financial interest in the Project nor will any public official either directly or indirectly benefit financially from the Project. Now therefore, be it resolved by the City Council of the City of Fridley, Minnesota as follows: 1. The Borrower has proposed that the Issuer issue and sell its Subseries 2023B-1-2 Bonds in an amount not to exceed $12,500,000 to refinance a portion of the costs of the Project, in accordance with this Resolution, a First Supplemental Indenture of Trust (“Supplemental Indenture” and, with the Original Indenture, “Indenture”) between the Issuer and the Trustee, and consented to by the Borrower, and a First Amendment to Loan Agreement between the Resolution No. 2023-118 Page 2 Issuer and the Borrower, and consented to by the Trustee (the “Loan Agreement Amendment and, with the Original Loan Agreement, the “Loan Agreement”). 2. Pursuant to the terms of the Loan Agreement Amendment, anticipated to be dated as of a date in either September or October of 2023, the Issuer will loan the proceeds of the Subseries 2023B-1-2 Bonds (Loan) to the Borrower to refinance a portion of the Project by refunding and redeeming the Subseries 2023B-1-1 Bonds, and to pay accrued interest and costs of issuance related thereto, and, in turn, the Borrower will provide a Promissory Note to the Issuer to evidence its repayment obligation under the Loan Agreement (Note). 3. The Borrower and the Trustee will execute a First Amendment to Mortgage, Security Agreement, Assignment of Rents, and Fixture Filing (Mortgage Amendment) to secure the Note. 4. The Borrower and related parties will provide other collateral and guaranties to secure the Subseries 2023B-1-2 Bonds. 5. The Issuer and the Borrower will enter into a Placement Agreement (Bond Placement Agreement) with Piper Sandler & Co. (Placement Agent) providing for the placement of the Subseries 2023B-1-2 Bonds from the Issuer by the Placement Agent and setting forth the terms and conditions of placement with a financial institution, currently expected to be Alerus Financial, Inc. 6. Forms of the following documents have been submitted to the City Council: (a) Supplemental Indenture; (b) Loan Agreement Amendment; (c) Subseries 2023B-1-2 Bonds (as an exhibit to the Supplemental Indenture); (d) Mortgage Amendment; and (e) Placement Agreement. The documents listed in (a) through (c) and (e) are hereafter referred to as the “Bond Documents.” 7. It is hereby found, determined, and declared that: (a) the issuance and sale of the Subseries 2023B-1-2 Bonds, the execution and delivery by the Issuer of the Bond Documents and the performance of all covenants and agreements of the Issuer contained in the Bond Documents and of all other acts and things required under the constitution and laws of the State of Minnesota to make the Bond Documents and the Subseries 2023B-1-2 Bonds valid and binding obligations of the Issuer in accordance with their terms, are authorized by the Act; (b) it is desirable that the Subseries 2023B-1-2 Bonds be issued by the Issuer upon the terms set forth in this Resolution and the Indenture; Resolution No. 2023-118 Page 3 (c) the basic payments under the Loan Agreement are fixed to produce revenue sufficient to provide for the prompt payment of principal of, premium, if any, and interest on the Subseries 2023B-1-2 Bonds issued hereunder and the remaining Outstanding Bonds (as defined in the Indenture) when due, and the Loan Agreement 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 Project premises and payable during the term of the Loan Agreement; (d) under the provisions of the Act and as provided in the Loan Agreement, the Subseries 2023B-1-2 Bonds are not to be payable from or charged upon any funds other than the revenue pledged to the payment thereof; the Issuer is not subject to any liability thereon; no holder of the Subseries 2023B-1-2 Bonds shall ever have the right to compel any exercise by the Issuer of its taxing powers to pay the Subseries 2023B-1-2 Bonds or the interest or premiums thereon, or to enforce payment thereof against any property of the Issuer except the interests of the Issuer in the Loan Agreement which have been assigned to the Trustee under the Indenture; the Subseries 2023B-1-2 Bonds shall not constitute a charge, lien, or encumbrance, legal or equitable upon any property of the Issuer except the interests of the Issuer in the Loan Agreement which have been assigned to the Trustee under the Indenture; the Subseries 2023B-1-2 Bonds shall recite that the Subseries 2023B- 1-2 Bonds are issued without moral obligation on the part of the state or its political subdivisions, and that the Subseries 2023B-1-2 Bonds, including interest thereon, is payable solely from the revenues pledged to the payment thereof; and, the Subseries 2023B-1-2 Bonds shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation. 8. The forms of the Bond Documents and the Mortgage Amendment are approved substantially in the forms submitted. The Bond Documents, in substantially the forms submitted, are directed to be executed in the name and on behalf of the City by the Mayor and City Manager, or their designees. Any other documents and certificates necessary to the transaction described above shall be executed by the appropriate City officers or their designees. Copies of all of the documents necessary to the transaction herein described shall be delivered, filed, and recorded as provided herein and in the Bond Documents. 9. The Issuer shall proceed forthwith to issue the Subseries 2023B-1-2 Bonds, in the form and upon the terms set forth in the Indenture and at a net interest rate on the Subseries 2023B-1- 2 not to exceed 8% per annum. The Subseries 2023B-1-2 Bonds will be purchased on substantially the terms set forth in the Indenture and this Resolution. The Mayor and City Manager are authorized and directed to prepare and execute the Subseries 2023B-1-2 Bonds as prescribed herein and to deliver them to the Trustee for authentication and delivery to the original purchaser(s) thereof. Resolution No. 2023-118 Page 4 10. The Mayor and City Manager and other officers of the Issuer are authorized and directed to prepare and furnish to the Trustee certified copies of all proceedings and records of the Issuer relating to the Subseries 2023B-1-2 Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality of the Subseries 2023B-1-2 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 Issuer as to the truth of all statements contained herein. 11. The approval hereby given to the various documents referred to above 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 necessary and appropriate and approved by the City Attorney and the Issuer officials authorized herein to execute said documents prior to their execution; and said Issuer officials are hereby authorized to approve said changes on behalf of the Issuer. The execution of any instrument by the appropriate official or officials herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. 12. The approval hereby given to the Bond Documents and the various other documents referred to in paragraph 7 above includes approval of (a) such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by Bond Counsel, the Placement Agent, the City Attorney and the Issuer officials authorized herein to execute said documents prior to their execution and (b) such additional documents, agreements or certificates as may be necessary and appropriate in connection with the Bond Documents and with the issuance and sale of the Series 2023B-1-2 Bonds and approved by Bond Counsel, the Placement Agent, the City Attorney and Issuer officials authorized herein to execute said documents prior to their execution; and said City Attorney and Issuer officials are hereby authorized to approve said changes or additional documents, agreements or certificates on behalf of the Issuer. The execution of any instrument by the appropriate officer or officers of the Issuer herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms thereof and hereof. In the absence (or inability) of the Mayor or the City Manager, any of the documents authorized by this resolution to be executed by them may be executed by the Acting Mayor or the Acting City Manager, or their designees. Passed and adopted by the City Council of the City of Fridley this 25th day of September, 2023. _______________________________________________ Scott J. Lund – Mayor Attest: ___________________________________________ Melissa Moore – City Clerk