Loading...
HomeMy WebLinkAboutResolution No. 2026-40, Providing for a Second Supplemental Indenture of Trust and Authorzing the Execution of Documents Related Thereto Resolution No. 2026-40 Providing for a Second Supplemental Indenture of Trust and Authorizing the Execution of Documents Related Thereto Whereas, pursuant to Minnesota Statutes, Chapter 462C, as amended (Act), Resolution No. 2023- 63 adopted on June 12, 2023, and Resolution No. 2023-118 adopted on September 25, 2023 (Bond Resolution), the City of Fridley, Minnesota (City), previously issued its Multifamily Housing Revenue Bonds (Moon Plaza Project), consisting of $25,835,000 Series 2023A (Series 2023A Bonds), $15,250,000 Taxable Series 2023B (comprised of Subseries 2023B-1-2 (Tax Credit Bridge) issued in the aggregate principal amount of $12,000,000 and Subseries 2023B-2 (Taxable Tail) issued in the aggregate principal amount of $3,250,000 (Series 2023B Bonds)), and $4,566,000 Taxable Series 2023C Bonds (Series 2023C Bonds and, collectively with the Series 2023A Bonds and the Series 2023B Bonds, the Bonds), in accordance with the Indenture of Trust dated as of July 1, 2023, as supplemented and amended by the First Supplemental Indenture of Trust dated as of September 1, 2023 (Indenture), each by and between the Issuer and U.S. Bank Trust Company, National Association, as trustee (Trustee); and Whereas, pursuant to a Loan Agreement dated as of July 1, 2023, as amended by a First Amendment to Loan Agreement dated as of September 1, 2023 (Loan Agreement), each by and between the Issuer and Roers Fridley Apartments Owner II LLC, a Minnesota limited liability company (Borrower), the City lent the proceeds of the Bonds to the Borrower and the Borrower agreed to timely repay the principal, interest, and premium of the Bonds when due, for the purpose of financing the acquisition and construction of an approximately 250,000 square-foot rentable apartment community that was to 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, owned and operated by the Borrower, and located at approximately 6257 University Avenue NE, in the City (Project); and Whereas, the Borrower has provided the City with a substantially final form of a Second Supplemental Indenture of Trust (Second Supplement) to be executed by and between the City and the Trustee, with the consent of the Borrower and the Controlling Person (as defined in the Indenture), as representative of the current holders of the Bonds, for the purpose of documenting certain changes to the terms of the Indenture that will not impact that rights or obligations of the City. Now, therefore, be it resolved by the City Council of the City of Fridley, Minnesota as follows: The Second Supplement is made a part of this Resolution as though fully set forth herein and is hereby approved in substantially the form presented to the City. The Mayor and the City Manager are authorized and directed to execute, acknowledge, and deliver the Second Supplement on behalf of the City with such changes, insertions, and omissions therein as bond counsel to the City may hereafter deem appropriate, such execution to be conclusive evidence of approval of such documents in accordance with the terms hereof. The Mayor and the City Manager are authorized and directed to execute and deliver all other documents which may be required under the terms of the Second Supplement or by bond counsel, and to take such other action as may be required or deemed appropriate for the performance of the duties imposed thereby to carry out the purposes thereof. The Mayor and City Manager and other officers of the City are authorized to furnish to the Borrower, the Trustee, the Controlling Person, and bond counsel certified copies of all proceedings and records of the City relating to the Second Supplement, and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability 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. If the Mayor or City Manager is unavailable or unable to execute the documents or perform the acts authorized by this Resolution, any other officer of the City or member of its City Council is authorized to act in their place. Such individuals may execute and deliver the Second Supplement and perform all necessary actions related thereto with the same legal force and effect as the Mayor or City Manager, as the case may be, and their actions shall be valid and binding on the City without further authorization. Nothing in this Resolution or in the documents prepared pursuant hereto shall authorize the expenditure of any municipal funds of the City other than the revenues derived from the Project or otherwise granted to the City by the Borrower for this purpose. The Bonds shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property or funds of the City except the revenues and proceeds pledged to the payment thereof, nor shall the City be subject to any liability thereon. The holders of the Bonds shall never have the right to compel any exercise of the taxing power of the City to pay the outstanding principal on the Bonds or the interest thereon, or to enforce payment thereof against any property of the City. The Bonds recite in substance that the Bonds, including interest thereon, are payable solely from the revenue and proceeds pledged to the payment thereof. The Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation. This Resolution constitutes a supplement to the Bond Resolution and shall be in full force and effect from and after its passage. Passed and adopted by the City Council of the City of Fridley this 13th day of April, 2026. ______________________________________ Dave Ostwald – Mayor Attest: __________________________________________ Melissa Moore – City Clerk STATE OF MINNESOTA ) ) COUNTY OF ANOKA ) I, the undersigned, being the duly qualified and acting City Manager of the City of Fridley, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a full, true and complete transcript of the minutes of a meeting of the City Council of said City duly called and held on the date therein indicated, insofar as such minutes relate to approving a resolution providing for a second supplemental indenture of trust and authorizing the execution of documents related thereto. WITNESS my hand this ___ day of April, 2026. _________________________________________ City Manager