06-13-2022 Conf. Mtg.
COUNCIL CONFERENCE MEETING
June 13, 2022
5:30 PM
Fridley City Hall, 7071 University Avenue N.E.
AGENDA
1.On-Street Parking Analysis and Considerations
2.Discussion Regarding Locke Park
3.Discussion of Conduit Financing of Multifamily Housing Project
4.Tax Abatement Bond Discussion -Park System Improvement Plan
The City of Fridley will not discriminate against or harass anyone in the admission or access to, or treatment, or
employment in its services, program, or activities because of race, color, creed, religion, national origin, sex, disability,
age, marital status, sexual orientation or status with regard to public assistance. Upon request, accommodation will
be provided to allow individuals wi
Hearing impaired persons who need any interpreter or other persons with disabilities who require auxiliary aids
should contact Roberta Collins at (763) 572-3500. (TTD/763-572-3534).
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AGENDA REPORT
Meeting Date:June 13, 2022 Meeting Type:City CouncilConferenceMeeting
Submitted By:Trent Homard, Administrative Intern
Melissa Moore, City Clerk
Title
On-Street Parking Analysis and Considerations
Background
Office was asked to provide a presentation of on-street parking in the City of Fridley
(City)-street parking, share varying
perspectives on the issue from Public Safety and Public Works, provide a comparative analysis of other
cities, and offer five courses of action to address the issue. Staff will share itsfindings and presentations
and solicit the City on next steps.
Attachments and Other Resources
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
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AGENDA REPORT
Meeting Date:June 13, 2022 Meeting Type:City Council Conference Meeting
Submitted By:Walter T. Wysopal, City Manager
Title
Discussion Regarding Locke Park
Background, Financial Impact and Discussion
The following addresses areasof concern to help shape the City Council discussion about Locke Park.
These areas include the history of Locke Park, reviewing previous actions, identifying the characteristics
of a partnership, and considering the value of the partnership.
1.History of Locke Park
Pre-1960The land (approximately 99 acres) owned by the Locke family. Generally open
undeveloped. Property goes into probate and Mr. Howard Crabtree represents the
owners.
1960The City expresses interest in its purchase to provide park and recreation
opportunities for residents of a very rapidly growing City. City Council appoints a
negotiations subcommittee. Unanimous vote.
August 16, 1960,City declares its intentions to purchase in Resolution 103-1960. Meeting minutes
indicate a willingness to spend up to $150,000. Unanimous vote.
November 7, 1961,Probate trustee indicates an interest in selling the property to multiple land
developers. City responds by passing resolution 187-1961 threatening
condemnation and orders property appraisal. Unanimous vote.
August 30, 1962,City Council purchases Locke estate property for $178,000.
March 1963Fridley park Commission invests in plans, improvements to buildings, shelters, and
roads to serve the residentneeds.
June 1963Fridley park Commission officially names property Locke Park, establishes hours
and approves sign.
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
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September 8, 1963, Formal dedication of Locke Park.
1963 1980 City actively programs and maintains Locke Park
1970 City constructs bridges over Rice Creek and paves access trails from neighborhoods
to Locke Park.
1972 The Metropolitan County Inter-County Council publishes a report giving impetus
for preserving the natural amenity of Rice Creek. The Anoka-Ramsey County Rice
Creek Study Committee is formed as Rice Creek flows within both. From their study
both County Boards of Commissioners and the Metropolitan Council designate this
area as a potential metropolitan open space site including Locke Park.
1978 Metropolitan Council Regional Trail Policy requires for an area to be considered
for regional designation as a regional trail it shall connect elements of the Regional
Recreational Open space Plan, and or a major river corridor.
1979 The Rice Creek West Trail Master Plan is initiated.
1980 Master Plan completed with the understanding the City would make available
approximately 118 acres of Locke Park to be included in the Master Plan and to be
under the management and operation of Anoka County. A Joint Powers Agreement
would govern the implementation of the Master Plan.
The Master Plan identifies the Land acquisition for the Anoka County segment of
the Regional Trail to be provided as follows:
Entity Acres Method of Acquisition
County 27.5* Metropolitan Council Reimbursed
Private 56.82 Metropolitan Council Reimbursed
State 11.5 Tax Forfeit
Fridley 148.92 Joint Powers Agreement at no cost
* County sold 12.5 acres of Columbia Arena site to private party
1980 County and City Negotiate a JPA. Many meetings of the Planning Commission, Park
Commission and City Council take place. City concerns over management
practices, environmental quality programing, maintenance, and cost of
maintaining the trail should the JPA be terminated are raised.
July 1980 City Council approves the JPA based on the elements of the Master Plan.
Met Council Claims in a letter of 8-14-17 that Locke Park, Locke lake Park and Plaza
Park Land to the Rice Creek West Regional Trail because they
are identified in the original Study to create the regional trail.
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
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July 1985
parking lot as the County Standard does not require curbs.
1999 County constructs trail tunnel under HWY 65 using Metropolitan Council funds
2000 County constructs picnic shelter, restroom, security lighting site furnishings with
Metropolitan Council funds.
2011 County improves roads and adds dog park with $850,000 Met Council grant.
2016 City redevelops former County property (Columbia Arena) with housing. Re-
aligns road to be over Metropolitan Council sewer interceptor and thus
encroaches on Locke Park.
2017 County and Metropolitan Council demand City replace encroachment with same
and similar property as a 1:1 replacement. In the discussion the City and County
agree to revisit the JPA.
2019 City and County enter into JPA for newly constructed Regional Trail that runs
through the townhome development (this property used to be owned by the
County). The County is supposed to be responsible for plowing the trail but that
has not been the practice.
2019 City and County meet to discuss revising the JPA. County proposes a new JPA that
would transfer the land to the County should the City terminate its involvement in
the JPA.
2021 City initiates effort so City and County could develop a vision of the future which
would serve as the basis for a new Master Plan and JPA.
2021 County initiates the Master Plan amendment process.
2. Review of Previous Actions
The 10 items on the next page represent unfulfilled development features of the 1979 Master Plan the
City. Our desire is to have them implemented within specific timeframes.
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
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Other Actions/Issues:
1.!Dog park expanded without forewarning.
2.!Archery range rebuilt in area near homes without disregarding City input.
3.!Decision to not plow all parking lots and trails done without City knowledge.
4.!County Capital Improvement process is unreliable:
a.!Banfill improvements had not been on the County CIP until this year with proposed expenditures
of $525,00 in 2923 and $335,00 in 2025.
b.!Islands of Peace will receive $350,000 in improvements to parking lot and visitors center in 2024
but has never been shared with City even though it is City property managed by the County under
a JPA.
c.!Kordiak County Park will receive bridge replacements in 2024 of $400,000.
d.!County claims Rice Creek West Regional trail is most used trail, but it remains inaccessible to
handicapped persons.
e.!Newly constructed Regional Trail segment that runs through the Civic Plaza is supposed to be
plowed by the County but is done by the City because of poor quality in the plowing.
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
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3. Partnership characteristics
!role in Locke Park needs to reflect its contribution to the Regional Trail.
!Joint vision statement
!Formal plan for the park with City having full consent
!Specific time frames for implementation and responsibilities
!Open book budgeting
!Financial plan
!Fair representation on signs and promotion
!Regular meetings to discuss implementation
!Program authority
The following was developed for use in the discussions with the County to develop a joint vision:
City Vision
We believe Fridley will be a safe, vibrant, friendly, and stable home for families and businesses.
Fridley Park Vision
System will increase the wellbeing of our community by providing people of all ages and
abilities with opportunities for active living, social connections, wellness, and nature.
Locke Park Vision
and ages the opportunity for enjoyment within a nature-based environment. Specifically, this will be
achieved by:
!Actively--Through accessible trails, maintenance of Rice Creek, expanded nature-based programs
and gathering places.
!Passively--Through the natural amenities of the forest, trails, creek, and interpretive opportunities.
Focus on Fridley Strategic Alignment
X Vibrant Neighborhoods & Places X Community Identity & Relationship Building
Financial Stability & Commercial Prosperity X Public Safety & Environmental Stewardship
Organizational Excellence
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
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AGENDA REPORT
Meeting Date:June 13, 2022 Meeting Type:City Council Conference Meeting
Submitted By:Scott Hickok, Community Development Director
Joe Starks, Finance Director
Title
Preliminary Approval of Conduit Financing ofMultifamily Housing Project and Authorizing the
Publication of a Notice of Public Hearing to Consider the Proposal
Background
At the regular Council meeting, City Council will consider a resolution from the City expressing support
for Roers Companies as they apply for financing the potential acquisition and rehabilitation of Moon
Plaza.Specifically, they have requested the issuance of $27,000,000 Multifamily Housing Facility Revenue
Bonds, as authorized by Minnesota Statute Chapter 462C, for the acquisition and construction of 165
units of rental housing serving those making 60% of the area median income ($70,900 for a family of
four).
Like past projects, the debt would be issued as a private activity or conduit bond. As the same suggests,
this type of debt obligation benefits the activities of a private entity. In exchange for the favorable tax
treatment typical to municipal bonds, the private entity agrees to: 1) construct a project of appropriate
public benefit, and 2) service the debt through revenues generated by the project. Based on this
arrangement, private activity bonds do not constitute a debt of the City, which has no financial obligation
of any kind with respect to the bonds.
Financial Impact
Thebonds do not constitute a debt of the City. Therefore, the recommended action does not create
any immediate or long-term financial obligations for the organization. Additionally, Roers Companies
is responsible for any costs associated with the issuance pr
Debt Policy, the City may charge an administrative fee of up to 1% of the amount of the bond, or in
this case up to $270,000, however, the City Council may waive the administrative fee if the City Council
determines such a waiver is in the best interests of the City.
Discussion
The preliminary approval does not obligate the City to issue the bonds; rather it allows Roers and their
partners to begin the application process with the State of Minnesota and other agencies, as necessary.
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home forfamilies and businesses.
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Focus on Fridley Strategic Alignment
X Vibrant Neighborhoods & Places X Community Identity & Relationship Building
Financial Stability & Commercial Prosperity Public Safety & Environmental Stewardship
Organizational Excellence
Attachments and Other Resources
!Regular Council Meeting Agenda Item
!Resolution
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
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Resolution No. 2022-61
Giving Preliminary Approval to the Issuance of Multifamily Housing Facility Revenue
Bonds to Finance a Multifamily Housing Project and Authorizing the Publication of a
Notice of Public Hearing to Consider the Proposal
Whereas, Minnesota Statutes Chapter 462C (Act), confers upon a city the power to issue revenue
obligations to finance multifamily housing developments within the boundaries of the city; and
Whereas, the City Council of the City of Fridley, Minnesota (City) has received a proposal from a
to-be-formed Minnesota limited liability company expected to be known as Roers Fridley
Apartments Owner II LLC (Borrower), that the City assist in financing a Project hereinafter
described, through the issuance of revenue bonds or obligations (in one or more series) (the
Bonds) to be issued in 2022 or 2023 pursuant to the Act; and
Whereas, the City desires to facilitate the maintenance and development of multifamily rental
housing within the community; encourage the development of affordable housing opportunities
for residents of the City; encourage the development and maintenance of housing facilities
designed for occupancy by low- and moderate-income households; and encourage the
development of blighted or underutilized land and structures within the boundaries of the City;
and the Project will assist the City in achieving these objectives; and
Whereas, the Project to be financed by the Bonds consists of the acquisition and construction of
an approximately 250,000-square-foot rentable apartment community that will consist of an
approximately 165-unit multifamily housing development for households of low and moderate
income, and functionally related facilities, to be located at approximately 6237 University Avenue
N.E. in the City (Project); and
Whereas, the Borrower or a related entity will be the owner and operator of the Project; 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; and
Whereas, before proceeding with final consideration of the request of the Borrower it is necessary
for the City to hold a public hearing on the housing finance program and proposal pursuant to
the Act:
Therefore, be it resolved, that the City Council of the City of Fridley as follows:
1.!A public hearing on the housing finance program and proposal of the Borrower will be
held at the time and place as determined by the City Manager and as set forth in a Notice
of Public Hearing substantially in the form attached hereto as Exhibit A.
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2.!The general nature of the proposal and an estimate of the principal amount of Bonds to
be issued to finance the proposal are described in the attached form of Notice of Public
Hearing.
3.!A draft copy of the housing finance program with proposed forms of all attachments and
exhibits shall be on file in the office of the City Manager on the date the Notice of Public
Hearing is published.
4.!The City Manager is hereby authorized and directed to cause notice of the hearing to be
given one publication in the official newspaper of the City and a newspaper of general
circulation available in the City, not less than 15 days nor more than 30 days prior to the
date fixed for the hearing, substantially in the form of the attached Notice of Public
Hearing with such changes as required or approved by Taft Stettinius & Hollister LLP,
acting as bond counsel.
5.!The City hereby gives preliminary approval to the proposal of the Borrower that the
Borrower undertake the Project, and the City undertake the program of financing therefor,
pursuant to the Act, consisting of financing the Project pursuant to the Borrower's
specifications and to a loan agreement between the City and the Borrower on such terms
and conditions with provisions for revision from time to time as necessary, so as to produce
income and revenues sufficient to pay, when due, the principal and interest on the Bonds
in a total principal amount not to exceed $27,000,000 pursuant to the Act to finance the
Project; and said agreement may also provide for the entire interest of the Borrower
therein to be mortgaged to the purchasers of the Bonds, or a trustee for the purchasers
and subsequent holder(s) of the Bonds; and the City, acting by and through the City,
hereby undertakes preliminarily to issue the Bonds in accordance with such terms and
conditions.
6.!At the option of the City, the financing may be structured so as to take advantage of
whatever means are available and are permitted by law to enhance the security for, or
marketability of, the Bonds; provided that any such financing structure must be consented
to by the Borrower.
7.!On the basis of information available to the City it appears, and the City hereby finds, that
the Project constitutes a multifamily housing development within the meaning of M.S. §
462C.02, subd. 5, of the Act; that the availability of the financing under the Act and the
willingness of the City to furnish such financing will be a substantial inducement to the
Borrower to undertake the Project, and that the effect of the Project, if undertaken, will be
to encourage the construction and maintenance of new and existing multifamily rental
housing opportunities for residents of the City, and to promote more intensive
development and use of land within the City.
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8.!The Project and the program to finance the Project by the issuance of revenue obligations,
are hereby given preliminary approval by the City subject to holding a public hearing
thereon and final approval by the City, the Borrower, and the purchasers of the Bonds as
to ultimate details of the financing of the Project.
9.!Taft Stettinius & Hollister LLP, acting as bond counsel, is hereby directed to prepare a
housing program for financing the Project in accordance with the provisions of M.S. §
462C.03.
10.!The Borrower has agreed and it is hereby determined that any and all costs incurred by
the City in connection with the financing of the Project whether or not the Project is carried
to completion will be paid by the Borrower.
11.!Taft Stettinius & Hollister LLP, acting as bond counsel, is authorized to assist in the
preparation and review of necessary documents relating to the Project, to consult with
Borrower and the purchasers of the Bonds as to the maturities, interest rates and other
terms and provisions of the Bonds and as to the covenants and other provisions of the
necessary documents and submit such documents to the City for final approval.
12.!Nothing in this Resolution or the documents prepared pursuant hereto shall authorize the
expenditure of any municipal funds on the Project other than the revenues derived from
the Project or otherwise granted to the City 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 revenue 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 thereon against any property of
the City, except such property as may be expressly pledged for the security of the Bonds.
The Bonds shall recite in substance that the Bonds, including the 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.
13.!Subject to final approval of the Project by the City and in anticipation of the approval by
all necessary entities of the housing program and the issuance of the Bonds to finance all
or a portion of the Project, and in order that completion of the Project will not be unduly
delayed when approved, the Borrower is hereby authorized to make such expenditures
and advances toward payment of that portion of the costs of the Project to be financed
from the proceeds of the Bonds, as the Borrower considers necessary, including the use of
interim, short term financing, subject to reimbursement from the proceeds of the Bonds,
if any, when delivered but otherwise without liability on the part of the City
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Passed and adopted by the City Council of the City of Fridley this 13th day of June, 2022.
_______________________________________
Scott J. Lund Mayor
Attest:
________________________________________
Melissa Moore City Clerk
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Exhibit A
Notice of Public Hearing on a Proposal for a Housing Finance Program and the Issuance of
Multifamily Housing Revenue Bonds to Finance a Multifamily Housing Development
Notice is hereby given that the City Council of the City of Fridley, Minnesota (City), will hold a
public hearing in the City Council Chambers of City Hall, 7071 University Avenue NE, in the City of
Fridley, at 7:00 p.m. on Monday, __________ ___, 2022, to consider a housing finance program of
the City and the proposal of a to-be-formed Minnesota limited liability company expected to be
known as Roers Fridley Apartments Owner II LLC (the "Borrower"), that the project described
below be assisted by the issuance of multifamily housing revenue bonds under Minnesota
The "Project" consists of the acquisition and construction of an approximately 250,000-square-
foot rentable apartment community that will consist of an approximately 165-unit multifamily
housing development for households of low and moderate income, and functionally related
facilities, to be located at approximately 6237 University Avenue NE in the City. The Project will
be owned and operated by the Borrower or a related entity. The Project is currently anticipated
to consist of approximately the following units:
Units Square Footage Estimated Initial Rents
40 1bedroom/1 bath 725 $1,022
70 2-bedroom/2 bath 950 $1,225
55 3-bedroom/2 bath 1,250 $1,412
The maximum aggregate estimated principal amount of the Bonds or other obligations to be
issued in one or more series to finance the Project pursuant to the housing finance program will
not exceed $27,000,000.
Subsequent to approval of a housing finance program, the City may issue the Bonds or other
revenue obligations to finance the housing finance program. The Bonds or other obligations, as
and when issued, will not constitute a charge, lien, or encumbrance upon any property of the City
except the Project and the revenues to be derived from the Project. Such Bonds or obligations
will not be a charge against the City's general credit or taxing powers but are payable from sums
to be paid by the Borrower pursuant to a revenue agreement.
Further information concerning the housing finance program and the Project may be obtained
from the City Hall during normal business hours.
At the time and place fixed for the public hearing, the City Council of the City will give all persons
who appear at the hearing an opportunity to express their views with respect to the housing
finance program and proposal. Written comments will be considered if submitted at the above
City office on or before the date of the hearing.
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AGENDA REPORT
Meeting Date:June 13, 2022 Meeting Type:City Council Conference Meeting
Submitted By:Joe Starks, Finance Director
Title
2022A GO Tax Abatement Bond Issuance DiscussionPark System Improvement Plan
Background
At the regular Council Meeting, City Council will consider the sale and issuance of General Obligation
Tax Abatement Bonds as a piece of funding the Park System Improvement Plan.
Financial Impact
The issuance of $20,730,000 in General Obligation Tax Abatement Bonds would provide $20,000,000
in bond proceeds to be used for financing a portion of the Park System Improvement Plan. The bonds
would be repaid over 15 years with annual debt service payments being levied for.
Discussion
th
Bids will be received Monday, June 13, and the results will be discussed. As part of the process for
al position and growing tax base
favorably located within the Twin Cities metropolitan area. The rating action and credit opinion is
attached.
Focus on Fridley Strategic Alignment
X Vibrant Neighborhoods &PlacesCommunity Identity &Relationship Building
X Financial Stability & Commercial ProsperityPublic Safety & Environmental Stewardship
Organizational Excellence
Attachments and Other Resources
Regular Council Meeting Agenda Item
Resolution
Rating Action
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
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AGENDA REPORT
Meeting Date: June 13, 2022 Meeting Type: City Council
Submitted By: Joe Starks, Finance Director
Title
Resolution No. 2022-65, Providing for the Issuance and Sale of $20,730,000 General Obligation Tax
Abatement Bonds, Series 2022A
Background
Attached is the resolution provided by the CityÔs bond counsel, Taft. The resolution is for the sale of
$20,730,000 in General Obligation Tax Abatement Bonds, Series 2022A. The public hearing for the
rd
consideration of tax abatement was held on May 23. The issuance will finance a portion of the Park
System Improvement Plan ($20,000,000), with the remaining amount ($10,000,000) coming from
internal City funds, as was recommended by the PlanÔs Finance Advisory Committee.
As part of the process for issuing these bonds, the City has undergone a credit review process
conducted by MoodyÔs, who is the CityÔs bond rating agency. Staff participated in this review with
thth
MoodyÔs on May 26. The outcome of the review by MoodyÔs was completed on June 9 and a copy
of that report will be provided at both the Conference Meeting and this eveningÔs Council meeting.
Since the bids for sale of the bonds are not due until June 13, the information from the bidders will not
be available until the evening of the Council meeting. The final size of the bonds may change slightly
based on the bids received. A representative from Ehlers will be in attendance to present the results of
the bidding process to answer any questions related to the sale. Staff will distribute hard copies of the
revised Resolution No. 2022-65, the MoodyÔs Credit Rating Report, and Bid Information.
Financial Impact
The issuance of $20,730,000 in General Obligation Tax Abatement Bonds would provide $20,000,000
in bond proceeds to be used for financing a portion of the Park System Improvement Plan. The bonds
would be repaid over 15 years with annual debt service payments being levied for.
Recommendation
Staff recommend a motion to accept into the record, the revised Resolution No. 2022-65, the MoodyÔs
Credit Rating, and the Bid Information.
Upon consideration by the Council, staff recommend the approval of Resolution No. 2022-65.
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
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Focus on Fridley Strategic Alignment
X Vibrant Neighborhoods & Places Community Identity & Relationship Building
X Financial Stability & Commercial Prosperity Public Safety & Environmental Stewardship
Organizational Excellence
Attachments and Other Resources
Resolution No. 2022-65
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
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Resolution No. 2022-65
Accepting Offer on the Sale of $20,730,000 General Obligation Tax Abatement Bonds,
Series 2022A, Providing for their Issuance and Pledging Tax Abatements and Levying a
Tax for the Security and Payment Thereof
Whereas, the City Council of the City of Fridley, Minnesota (City), has heretofore determined and
declared that it is necessary and expedient to issue $20,730,000 aggregate principal amount
General Obligation Tax Abatement Bonds, Series 2022A (Bonds or Bond), pursuant to Minnesota
Statutes (M.S.), Chapter 475 and Sections 469.1812 through 469.1815, particularly Section
469.1814, to finance the Park System Improvement Plan improvements located in the City
(Project); and
Whereas, the City has heretofore established a tax abatement program (Program), pursuant to
the provisions of M.S., §§ 469.1812 through 469.1815, with respect to providing for the abatement
of property taxes for a period of 15 years on various properties in the City, as described in the
Resolution adopted by the City Council on May 23, 2022, approving the Program (Abatement
Resolution); and
Whereas, the amount of the property taxes abated are estimated to be at least equal to the
principal of the Bonds and pursuant to the provisions of the Abatement Resolution, Bond
proceeds are to be expended to provide money to pay for costs of the Project; and
Whereas, the City has retained Ehlers & Associates, Inc., in Roseville, Minnesota (Ehlers), as its
independent municipal advisor for the sale of the Bonds and was therefore authorized to sell the
Bonds by private negotiation in accordance with M.S. § 475.60, subd. 2(9) and proposals to
purchase the Bonds have been solicited by Ehlers; and
Whereas, the offers set forth on Exhibit A attached hereto were received by the City Manager, or
designee, at the offices of Ehlers at 10:30 a.m., on the date hereof, pursuant to the Preliminary
Official Statement, dated June 2, 2022, established for the Bonds; and
Whereas, it is in the best interests of the City that the Bonds be issued in book-entry form as
hereinafter provided; and
Now therefore be it resolved by the Council of the City of Fridley, Minnesota, as follows:
1.!Acceptance of Proposal. The proposal of ____________________, ______________,
_____________(the "Purchaser"), to purchase the Bonds, in accordance with the Preliminary
Official Statement established for the Bonds, at the rates of interest hereinafter set forth, and
to pay therefor the sum of $_________________, plus interest accrued to settlement, is hereby
found, determined and declared to be the most favorable proposal received, is hereby
accepted and the Bonds are hereby awarded to the Purchaser. The Finance Director is directed
to retain the deposit of the Purchaser.
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2.!Bond Terms
(a)!Original Issue Date; Denominations; Maturities; Term Bond Option. The Bonds shall
be dated July 7, 2022, as the date of original issue and shall be issued forthwith on or after
such date in fully registered form, shall be numbered from R-1 upward in the
denomination of $5,000 each or in any integral multiple thereof of a single maturity
(Authorized Denominations) and shall mature on February 1 in the years and amounts as
follows:
Year Amount Year Amount
2024 $ 2032 $
2025 2033
2026 2034
2027 2035
2028 2036
2029 2037
2030 2038
2031
As may be requested by the Purchaser, one or more term Bonds may be issued having
mandatory sinking fund redemption and final maturity amounts conforming to the foregoing
principal repayment schedule, and corresponding additions may be made to the provisions of the
applicable Bond(s).
(b)!Book Entry Only System. The Depository Trust Company, a limited purpose trust
company organized under the laws of the State of New York or any of its successors or its
successors to its functions hereunder (Depository), will act as securities depository for the
Bonds, and to this end:
(i)!The Bonds shall be initially issued and, so long as they remain in book entry form
only (the "Book Entry Only Period"), shall at all times be in the form of a separate single
fully registered Bond for each maturity of the Bonds; and for purposes of complying
with this requirement under paragraphs 5 and 10 Authorized Denominations for any
Bond shall be deemed to be limited during the Book Entry Only Period to the
outstanding principal amount of that Bond.
(ii)!Upon initial issuance, ownership of the Bonds shall be registered in a bond register
maintained by the Bond Registrar (as hereinafter defined) in the name of CEDE & CO.,
as the nominee (it or any nominee of the existing or a successor Depository, the
"Nominee").
(iii)!With respect to the Bonds neither the City nor the Bond Registrar shall have any
responsibility or obligation to any broker, dealer, bank, or any other financial institution
for which the Depository holds Bonds as securities depository (Participant) or the
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person for which a Participant holds an interest in the Bonds shown on the books and
records of the Participant (Beneficial Owner). Without limiting the immediately
preceding sentence, neither the City, nor the Bond Registrar, shall have any such
responsibility or obligation with respect to (A) the accuracy of the records of the
Depository, the Nominee or any Participant with respect to any ownership interest in
the Bonds, or (B) the delivery to any Participant, any Owner or any other person, other
than the Depository, of any notice with respect to the Bonds, including any notice of
redemption, or (C) the payment to any Participant, any Beneficial Owner or any other
person, other than the Depository, of any amount with respect to the principal of or
premium, if any, or interest on the Bonds, or (D) the consent given or other action
taken by the Depository as the Registered Holder of any Bonds (the "Holder"). For
purposes of securing the vote or consent of any Holder under this Resolution, the City
may, however, rely upon an omnibus proxy under which the Depository assigns its
consenting or voting rights to certain Participants to whose accounts the Bonds are
credited on the record date identified in a listing attached to the omnibus proxy.
(iv)!The City and the Bond Registrar may treat as and deem the Depository to be the
absolute owner of the Bonds for the purpose of payment of the principal of and
premium, if any, and interest on the Bonds, for the purpose of giving notices of
redemption and other matters with respect to the Bonds, for the purpose of obtaining
any consent or other action to be taken by Holders for the purpose of registering
transfers with respect to such Bonds, and for all purpose whatsoever. The Bond
Registrar, as paying agent hereunder, shall pay all principal of and premium, if any, and
interest on the Bonds only to the Holder or the Holders of the Bonds as shown on the
bond register, and all such payments shall be valid and effective to fully satisfy and
discharge the City's obligations with respect to the principal of and premium, if any,
and interest on the Bonds to the extent of the sum or sums so paid.
(v)!Upon delivery by the Depository to the Bond Registrar of written notice to the
effect that the Depository has determined to substitute a new Nominee in place of the
existing Nominee, and subject to the transfer provisions in paragraph 10, references
to the Nominee hereunder shall refer to such new Nominee.
(vi)!So long as any Bond is registered in the name of a Nominee, all payments with
respect to the principal of and premium, if any, and interest on such Bond and all
notices with respect to such Bond shall be made and given, respectively, by the Bond
Registrar or City, as the case may be, to the Depository as provided in the Letter of
Representations to the Depository required by the Depository as a condition to its
acting as book-entry Depository for the Bonds (said Letter of Representations,
together with any replacement thereof or amendment or substitute thereto, including
any standard procedures or policies referenced therein or applicable thereto
respecting the procedures and other matters relating to the Depository's role as
book-entry Depository for the Bonds, collectively hereinafter referred to as the "Letter
of Representations").
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(vii)!All transfers of beneficial ownership interests in each Bond issued in book-entry
form shall be limited in principal amount to Authorized Denominations and shall be
effected by procedures by the Depository with the Participants for recording and
transferring the ownership of beneficial interests in such Bonds.
(viii)!In connection with any notice or other communication to be provided to
the Holders pursuant to this Resolution by the City or Bond Registrar with respect to
any consent or other action to be taken by Holders, the Depository shall consider the
date of receipt of notice requesting such consent or other action as the record date
for such consent or other action; provided, that the City or the Bond Registrar may
establish a special record date for such consent or other action. The City or the Bond
Registrar shall, to the extent possible, give the Depository notice of such special record
date not less than fifteen calendar days in advance of such special record date to the
extent possible.
(ix)!Any successor Bond Registrar in its written acceptance of its duties under this
Resolution and any paying agency/bond registrar agreement, shall agree to take any
actions necessary from time to time to comply with the requirements of the Letter of
Representations.
(x)!In the case of a partial prepayment of a Bond, the Holder may, in lieu of
surrendering the Bonds for a Bond of a lesser denomination as provided in paragraph
5, make a notation of the reduction in principal amount on the panel provided on the
Bond stating the amount so redeemed.
(c)!Termination of Book-Entry Only System. Discontinuance of a particular
Depository's services and termination of the book-entry only system may be effected as
follows:
(i)!The Depository may determine to discontinue providing its services with respect
to the Bonds at any time by giving written notice to the City and discharging its
responsibilities with respect thereto under applicable law. The City may terminate the
services of the Depository with respect to the Bond if it determines that the Depository
is no longer able to carry out its functions as securities depository or the continuation
of the system of book-entry transfers through the Depository is not in the best
interests of the City or the Beneficial Owners.
(ii)!Upon termination of the services of the Depository as provided in the preceding
paragraph, and if no substitute securities depository is willing to undertake the
functions of the Depository hereunder can be found which, in the opinion of the City,
is willing and able to assume such functions upon reasonable or customary terms, or
if the City determines that it is in the best interests of the City or the Beneficial Owners
of the Bond that the Beneficial Owners be able to obtain certificates for the Bonds, the
Bonds shall no longer be registered as being registered in the bond register in the
name of the Nominee, but may be registered in whatever name or names the Holder
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of the Bonds shall designate at that time, in accordance with paragraph 10. To the
extent that the Beneficial Owners are designated as the transferee by the Holders, in
accordance with paragraph 10, the Bonds will be delivered to the Beneficial Owners.
(iii)!Nothing in this subparagraph (c) shall limit or restrict the provisions of paragraph
10.
(d)!Letter of Representations. The provisions in the Letter of Representations are
incorporated herein by reference and made a part of the resolution, and if and to the
extent any such provisions are inconsistent with the other provisions of this resolution, the
provisions in the Letter of Representations shall control.
3.!Purpose. The Bonds shall provide funds to finance the Project. Pursuant to the Abatement
Resolution, the City's share of real estate taxes generated as a result of the Project and the
Program (Tax Abatements) have been pledged to the payment of principal on the Bonds. The
principal amount of the Bonds does not exceed the estimated amount of Tax Abatements of
$20,730,000. The total cost of the Project, which shall include all costs enumerated in
Minnesota Statutes, Section 475.65, is estimated to be at least equal to the amount of the
Bonds. Proceeds of the Bonds shall be expended on costs or uses permitted by Minnesota
Statutes, Sections 469.1812 through 469.1815, and shall not be expended on any costs or
devoted to any other uses. The City covenants that it shall do all things and perform all acts
required of it to assure that work on the Project proceeds with due diligence to completion
and that any and all permits and studies required under law for the Project are obtained.
4.!Interest. The Bonds shall bear interest payable semiannually on February 1 and August 1
of each year (each, an "Interest Payment Date"), commencing February 1, 2023, calculated on
the basis of a 360-day year of twelve 30-day months, at the respective rates per annum set
forth opposite the maturity years as follows:
Maturity Year Interest Rate Maturity Year Interest Rate
2024 % 2032 %
2025 2033
2026 2034
2027 2035
2028 2036
2029 2037
2030 2038
2031
5.!Redemption. All Bonds maturing on February 1, 2032, and thereafter, shall be subject to
redemption and prepayment at the option of the City on February 1, 2031, and on any date
thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of
the Bonds subject to prepayment. If redemption is in part, the maturities and the principal
amounts within each maturity to be redeemed shall be determined by the City; and if only
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part of the Bonds having a common maturity date are called for prepayment, the specific
Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof
called for redemption shall be due and payable on the redemption date, and interest thereon
shall cease to accrue from and after the redemption date. Mailed notice of redemption shall
be given to the paying agent and to each affected registered holder of the Bonds not more
than 60 days and not fewer than 30 days prior to the date fixed for redemption.
To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar
prior to giving notice of redemption shall assign to each Bond having a common maturity
date a distinctive number for each $5,000 of the principal amount of such Bond. The Bond
Registrar shall then select by lot, using such method of selection as it shall deem proper in its
discretion, from the numbers so assigned to such Bonds, as many numbers as, at $5,000 for
each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to
be redeemed shall be the Bonds to which were assigned numbers so selected; provided,
however, that only so much of the principal amount of each such Bond of a denomination of
more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and
so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond
Registrar (with, if the City or Bond Registrar so requires, a written instrument of transfer in
form satisfactory to the City and Bond Registrar duly executed by the Holder thereof or the
Holder's attorney duly authorized in writing) and the City shall execute (if necessary) and the
Bond Registrar shall authenticate and deliver to the Holder of the Bond, without service
charge, a new Bond or Bonds having the same stated maturity and interest rate and of any
Authorized Denomination or Denominations, as requested by the Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the principal of the
Bond so surrendered.
6.!Bond Registrar. The City hereby appoints Bond Trust Services Corporation, in Roseville,
Minnesota, to act as bond registrar and transfer agent with respect to the Bonds (Bond
Registrar), and shall do so unless and until a successor Bond Registrar is duly appointed, all
pursuant to any contract the City and Bond Registrar shall execute which is consistent
herewith. The Bond Registrar shall also serve as paying agent unless and until a successor
paying agent is duly appointed. Principal and interest on the Bonds shall be paid to the
registered holders (or record holders) of the Bonds in the manner set forth in the form of Bond
and paragraph 12.
7.!Form of Bond. The Bonds, together with the Bond Registrar's Certificate of Authentication,
the form of Assignment and the registration information thereon, shall be in substantially the
following form:
(The remainder of this page is intentionally left blank.)
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
ANOKA COUNTY
CITY OF FRIDLEY
R-_______ $_________
GENERAL OBLIGATION TAX ABATEMENT BONDS, SERIES 2022A
Interest Rate Maturity Date Date of Original Issue CUSIP
% February 1, ____ July 7, 2022
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
THE CITY OF FRIDLEY, ANOKA COUNTY, MINNESOTA (Issuer), certifies that it is indebted
and for value received promises to pay to the registered owner specified above, or registered
assigns, in the manner hereinafter set forth, the principal amount specified above, on the maturity
date specified above, unless called for prepayment, and to pay interest thereon semiannually on
February 1 and August 1 of each year (each, an "Interest Payment Date"), commencing February
1, 2023, at the rate per annum specified above (calculated on the basis of a 360-day year of twelve
30-day months) until the principal sum is paid or has been provided for. This Bond will bear
interest from the most recent Interest Payment Date to which interest has been paid or, if no
interest has been paid, from the date of original issue hereof. The principal of and premium, if
any, on this Bond are payable upon presentation and surrender hereof at the principal office of
Bond Trust Services Corporation, in Roseville, Minnesota (Bond Registrar), acting as paying agent,
or any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on
each Interest Payment Date by check or draft mailed to the person in whose name this Bond is
registered (the "Holder" or "Bondholder") on the registration books of the Issuer maintained by
the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth
day of the calendar month next preceding such Interest Payment Date (the "Regular Record
Date"). Any interest not so timely paid shall cease to be payable to the person who is the Holder
hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof
at the close of business on a date (Special Record Date) fixed by the Bond Registrar whenever
money becomes available for payment of the defaulted interest. Notice of the Special Record
Date shall be given to Bondholders not less than ten days prior to the Special Record Date. The
principal of and premium, if any, and interest on this Bond are payable in lawful money of the
United States of America. So long as this Bond is registered in the name of the Depository or its
Nominee as provided in the Resolution hereinafter described, and as those terms are defined
therein, payment of principal of, premium, if any, and interest on this Bond and notice with respect
thereto shall be made as provided in the Letter of Representations, as defined in the Resolution,
and surrender of this Bond shall not be required for payment of the redemption price upon a
partial redemption of this Bond. Until termination of the book-entry only system pursuant to the
Resolution, Bonds may only be registered in the name of the Depository or its Nominee.
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Optional Redemption. The Bonds of this issue (Bonds) maturing on February 1, 2032, and
thereafter, are subject to redemption and prepayment at the option of the Issuer on February 1,
2031, and on any date thereafter at a price of par plus accrued interest. Redemption may be in
whole or in part of the Bonds subject to prepayment. If redemption is in part, the maturities and
the principal amounts within each maturity to be redeemed shall be determined by the Issuer;
and if only part of the Bonds having a common maturity date are called for prepayment, the
specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions
thereof called for redemption shall be due and payable on the redemption date, and interest
thereon shall cease to accrue from and after the redemption date. Mailed notice of redemption
shall be given to the paying agent and to each affected registered holder of the Bonds not more
than 60 days and not fewer than 30 days prior to the date fixed for redemption.
Prior to the date on which any Bond or Bonds are directed by the Issuer to be redeemed
in advance of maturity, the Issuer will cause notice of the call thereof for redemption identifying
the Bonds to be redeemed to be mailed to the Bond Registrar and all Bondholders, at the
addresses shown on the Bond Register. All Bonds so called for redemption will cease to bear
interest on the specified redemption date, provided funds for their redemption have been duly
deposited.
Selection of Bonds for Redemption; Partial Redemption. To effect a partial redemption of
Bonds having a common maturity date, the Bond Registrar shall assign to each Bond having a
common maturity date a distinctive number for each $5,000 of the principal amount of such Bond.
The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper
in its discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each
number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were assigned numbers so selected; provided, however,
that only so much of the principal amount of such Bond of a denomination of more than $5,000
shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond
is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the Issuer or
Bond Registrar so requires, a written instrument of transfer in form satisfactory to the Issuer and
Bond Registrar duly executed by the Holder thereof or the Holder's attorney duly authorized in
writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall authenticate and
deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same
series having the same stated maturity and interest rate and of any Authorized Denomination or
Denominations, as requested by such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond so surrendered.
Issuance; Purpose; General Obligation. This Bond is one of an issue in the total principal
amount of $20,730,000, all of like date of original issue and tenor, except as to number, maturity,
interest rate, denomination and redemption privilege issued pursuant to and in full conformity
with the Constitution, Charter of the Issuer and laws of the State of Minnesota and a resolution
adopted by the City Council on June 13, 2022 (Resolution), for the purpose of providing to finance
the Park System Improvement Plan improvements located in the City that benefits the property
for which property taxes are levied and/or abated as described in the Resolution. This Bond is
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payable out of the General Obligation Tax Abatement Bonds Fund of the Issuer. This Bond
constitutes a general obligation of the Issuer, and to provide moneys for the prompt and full
payment of its principal, premium, if any, and interest when the same become due, the full faith
and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged.
Denominations; Exchange; Resolution. The Bonds are issuable solely in fully registered
form in Authorized Denominations (as defined in the Resolution) and are exchangeable for fully
registered Bonds of other Authorized Denominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the manner and subject to the limitations
provided in the Resolution. Reference is hereby made to the Resolution for a description of the
rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office
of the Bond Registrar.
Transfer. This Bond is transferable by the Holder in person or by the Holder's attorney
duly authorized in writing at the principal office of the Bond Registrar upon presentation and
surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the
Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond
Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and
deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the
transferee (but not registered in blank or to "bearer" or similar designation), of an Authorized
Denomination or Denominations, in aggregate principal amount equal to the principal amount of
this Bond, of the same maturity and bearing interest at the same rate.
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection with the transfer or
exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Registered Owners. The Issuer and Bond Registrar may treat the person in
whose name this Bond is registered as the owner hereof for the purpose of receiving payment as
herein provided (except as otherwise provided herein with respect to the Record Date) and for all
other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond
Registrar shall be affected by notice to the contrary.
Authentication. This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security unless the Certificate of Authentication hereon shall have been executed
by the Bond Registrar.
Not Qualified Tax-Exempt Obligation. This Bond has not been designated by the Issuer as
a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue Code
of 1986, as amended.
It is hereby certified and recited that all acts, conditions and things required by the
Constitution, Charter of the Issuer and laws of the State of Minnesota to be done, to happen and
to be performed, precedent to and in the issuance of this Bond, have been done, have happened
and have been performed, in regular and due form, time and manner as required by law, and that
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this Bond, together with all other debts of the Issuer outstanding on the date of original issue
hereof and the date of its issuance and delivery to the original purchaser, does not exceed any
constitutional or statutory limitation of indebtedness.
In witness whereof, the City of Fridley, Anoka County, Minnesota, by its City Council has
caused this Bond to be executed on its behalf by the facsimile signatures of its Mayor and its City
Manager, the corporate seal of the Issuer having been intentionally omitted as permitted by law.
Date of Registration: Registrable by: BOND TRUST SERVICES
CORPORATION
_____________________
Payable at: BOND TRUST SERVICES
CORPORATION
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
CITY OF FRIDLEY,
This Bond is one of the
ANOKA COUNTY, MINNESOTA
Bonds described in the
Resolution mentioned
within.
/s/ Facsimile
BOND TRUST SERVICES CORPORATION
Mayor
Roseville, Minnesota,
Bond Registrar
/s/ Facsimile
By:
City Manager
Authorized Signature
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Abbreviations
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UTMA - ___________ as custodian for ______________
(Cust) (Minor)
under the _____________________ Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.
___________________________________________________________
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
________________________________________________________________ the within Bond and does hereby
irrevocably constitute and appoint _________________ attorney to transfer the Bond on the books
kept for the registration thereof, with full power of substitution in the premises.
Dated:_____________________ ___________________________
Notice: The assignor's signature to this assignment must correspond with
the name as it appears upon the face of the within Bond in every
particular, without alteration or any change whatever.
Signature Guaranteed:
___________________________
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17 Ad-15(a)(2).
The Bond Registrar will not affect transfer of this Bond unless the information concerning
the transferee requested below is provided.
Name and Address: ________________________________________
________________________________________
________________________________________
(Include information for all joint owners if the Bond is held by joint account.)
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8.!Execution. The Bonds shall be in typewritten form, shall be executed on behalf of the City
by the signatures of its Mayor and City Manager and be sealed with the seal of the City;
provided, as permitted by law, both signatures may be photocopied facsimiles and the
corporate seal has been omitted. In the event of disability or resignation or other absence of
either officer, the Bonds may be signed by the manual or facsimile signature of the officer who
may act on behalf of the absent or disabled officer. In case either officer whose signature or
facsimile of whose signature shall appear on the Bonds shall cease to be such officer before
the delivery of the Bonds, the signature or facsimile shall nevertheless be valid and sufficient
for all purposes, the same as if the officer had remained in office until delivery
9.!Authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any
security or benefit under this resolution unless a Certificate of Authentication on the Bond,
substantially in the form hereinabove set forth, shall have been duly executed by an authorized
representative of the Bond Registrar. Certificates of Authentication on different Bonds need
not be signed by the same person. The Bond Registrar shall authenticate the signatures of
officers of the City on each Bond by execution of the Certificate of Authentication on the Bond
and by inserting as the date of registration in the space provided the date on which the Bond
is authenticated, except that for purposes of delivering the original Bonds to the Purchaser,
the Bond Registrar shall insert as a date of registration the date of original issue of July 7,
2022. The Certificate of Authentication so executed on each Bond shall be conclusive evidence
that it has been authenticated and delivered under this resolution.
10.!Registration; Transfer; Exchange. The City will cause to be kept at the principal office of
the Bond Registrar a bond register in which, subject to such reasonable regulations as the
Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds
and the registration of transfers of Bonds entitled to be registered or transferred as herein
provided.
Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the City
shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of
registration (as provided in paragraph 9) of, and deliver, in the name of the designated
transferee or transferees, one or more new Bonds of any Authorized Denomination or
Denominations of a like aggregate principal amount, having the same stated maturity and
interest rate, as requested by the transferor; provided, however, that no Bond may be
registered in blank or in the name of "bearer" or similar designation.
At the option of the Holder, Bonds may be exchanged for Bonds of any Authorized
Denomination or Denominations of a like aggregate principal amount and stated maturity,
upon surrender of the Bonds to be exchanged at the principal office of the Bond Registrar.
Whenever any Bonds are so surrendered for exchange, the City shall execute (if necessary),
and the Bond Registrar shall authenticate, insert the date of registration of, and deliver the
Bonds which the Holder making the exchange is entitled to receive.
All Bonds surrendered upon any exchange or transfer provided for in this resolution shall be
promptly canceled by the Bond Registrar and thereafter disposed of as directed by the City.
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All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general obligations
of the City evidencing the same debt, and entitled to the same benefits under this resolution,
as the Bonds surrendered for such exchange or transfer.
Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar,
duly executed by the Holder thereof or the Holder's attorney duly authorized in writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or exchange of any Bond and
any legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the City contained in any
agreement with the Bond Registrar, including regulations which permit the Bond Registrar to
close its transfer books between record dates and payment dates. The Finance Director is
hereby authorized to negotiate and execute the terms of said agreement.
11.!Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or in
exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Bond.
12.!Interest Payment; Record Date. Interest on any Bond shall be paid on each Interest
Payment Date by check or draft mailed to the person in whose name the Bond is registered
(the "Holder") on the registration books of the City maintained by the Bond Registrar and at
the address appearing thereon at the close of business on the fifteenth day of the calendar
month next preceding such Interest Payment Date (Regular Record Date). Any such interest
not so timely paid shall cease to be payable to the person who is the Holder thereof as of the
Regular Record Date, and shall be payable to the person who is the Holder thereof at the close
of business on a date (Special Record Date) fixed by the Bond Registrar whenever money
becomes available for payment of the defaulted interest. Notice of the Special Record Date
shall be given by the Bond Registrar to the Holders not less than ten days prior to the Special
Record Date.
13.!Treatment of Registered Owner. The City and Bond Registrar may treat the person
in whose name any Bond is registered as the owner of such Bond for the purpose of receiving
payment of principal of and premium, if any, and interest (subject to the payment provisions
in paragraph 12) on, such Bond and for all other purposes whatsoever whether or not such
Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by notice
to the contrary.
14.!Delivery; Application of Proceeds. The Bonds when so prepared and executed shall
be delivered by the Finance Director to the Purchaser upon receipt of the purchase price, and
the Purchaser shall not be obliged to see to the proper application thereof.
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15.!Fund and Accounts. There is hereby established a special fund to be designated
"General Obligation Tax Abatement Bonds Fund" (Fund) to be administered and maintained
by the Finance Director as a bookkeeping account separate and apart from all other funds
maintained in the official financial records of the City. The Fund shall be maintained in the
manner herein specified until all of the Bonds and interest thereon have been fully paid and
the City has been fully reimbursed from the pledge of Tax Abatements for payment of the
principal on the Bonds paid by the City from taxes levied on property in the City other than
the Project. There shall be maintained in the Fund the following separate accounts:
(a)!Construction Account. To the Construction Account there shall be credited the
proceeds of the sale of the Bonds, less any amount paid for the Bonds in excess of the
minimum bid, and less any capitalized interest in the amount of $_____________. From the
Construction Account there shall be paid all costs and expenses of the Project, including
the cost of any construction contracts heretofore let and all other costs incurred and to be
incurred of the kind authorized in Minnesota Statutes, Section 475.65. Moneys in the
Construction Account shall be used for no other purpose except as otherwise provided by
law. Proceeds of the Bonds may be used to the extent necessary to pay interest on the
Bonds due prior to the anticipated date of commencement of the collection of Tax
Abatements and taxes herein levied or covenanted to be levied and if upon completion of
the Project there shall remain any unexpended balance in the Construction Account, the
balance shall be transferred to the Debt Service Account.
(b)!Debt Service Account. To the Debt Service Account there is hereby irrevocably
appropriated and pledged, and there shall be credited (i) Tax Abatements in an amount
sufficient to pay the annual principal payments on the Bonds; (ii) capitalized interest in the
amount of $___________ (together with interest earnings thereon) and subject to such other
adjustments as are appropriate to provide sufficient funds to pay interest due on the Bonds
on or before February 1, 2023; (iii) any amount paid for the Bonds in excess of the
minimum bid; (iv) any collections of all taxes herein and hereafter levied for the payment
of the interest on the Bonds; (v) all funds remaining in the Construction Account after
completion of the Project and payment of the costs thereof; (vi) all investment earnings
on funds held in the Debt Service Account; and (vii) any and all other moneys which are
properly available and are appropriated by the governing body of the City to the Debt
Service Account. The Debt Service Account shall be used solely to pay the principal and
interest and any premiums for redemption of the Bonds.
No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire
higher yielding investments or to replace funds which were used directly or indirectly to
acquire higher yielding investments, except (1) for a reasonable temporary period until
such proceeds are needed for the purpose for which the Bonds were issued and (2) in
addition to the above in an amount not greater than the lesser of five percent of the
proceeds of the Bonds or $100,000. To this effect, any proceeds of the Bonds and any
sums from time to time held in the Construction Account or Debt Service Account (or any
other City account which will be used to pay principal or interest to become due on the
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bonds payable therefrom) in excess of amounts which under then-applicable federal
arbitrage regulations may be invested without regard to yield shall not be invested at a
yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on
such investments after taking into account any applicable "temporary periods" or "minor
portion" made available under the federal arbitrage regulations. Money in the Fund shall
not be invested in obligations or deposits issued by, guaranteed by or insured by the
United States or any agency or instrumentality thereof if and to the extent that such
investment would cause the Bonds to be "federally guaranteed" within the meaning of
Section 149(b) of the Internal Revenue Code of 1986, as amended (Code).
16.!Tax Abatements; Use of Tax Abatements. The Council has adopted the Abatement
Resolution and has thereby approved the Tax Abatements, including the pledge thereof to
the payment of principal of the Bonds. As provided in the Abatement Resolution, the
estimated total amount of Tax Abatements, if received as estimated for the full maximum term
thereof, is $20,730,000, and therefore the principal amount of the Bonds does not exceed the
maximum projected amount of the Tax Abatements. The Council hereby confirms the
Abatement Resolution, which is hereby incorporated as though set forth herein.
17.!Tax Levy; Coverage Test. To provide moneys for payment of the interest on the Bonds,
there is hereby levied upon all of the taxable property in the City a direct annual ad valorem
tax which shall be spread upon the tax rolls and collected with and as part of other general
property taxes in the City for the years and in the amounts as follows:
Year of Tax Levy Year of Tax Collection Amount
See Attached Tax Levy Schedule
The tax levies are such that if collected in full they, together with estimated collections of Tax
Abatements, will produce at least five percent in excess of the amount needed to meet when
due the principal and interest payments on the Bonds. The tax levies shall be irrepealable so
long as any of the Bonds are outstanding and unpaid, provided that the City reserves the right
and power to reduce the levies in the manner and to the extent permitted by Minnesota
Statutes, Section 475.61, Subdivision 3.
18.!General Obligation Pledge. For the prompt and full payment of the principal of
and interest on the Bonds as the same respectively become due, the full faith, credit and taxing
powers of the City shall be and are hereby irrevocably pledged. If the balance in the Debt
Service Account is ever insufficient to pay all principal and interest then due on the Bonds
payable therefrom, the deficiency shall be promptly paid out of any other accounts of the City
which are available for such purpose, and such other funds may be reimbursed without interest
from the Debt Service Account when a sufficient balance is available therein.
19.!Defeasance. When all Bonds have been discharged as provided in this paragraph,
all pledges, covenants and other rights granted by this resolution to the registered holders of
the Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations
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with respect to any Bonds which are due on any date by irrevocably depositing with the Bond
Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond
should not be paid when due, it may nevertheless be discharged by depositing with the Bond
Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of
such deposit. The City may also discharge its obligations with respect to any prepayable Bonds
called for redemption on any date when they are prepayable according to their terms, by
depositing with the Bond Registrar on or before that date a sum sufficient for the payment
thereof in full, provided that notice of redemption thereof has been duly given. The City may
also at any time discharge its obligations with respect to any Bonds, subject to the provisions
of law now or hereafter authorizing and regulating such action, by depositing irrevocably in
escrow, with a suitable banking institution qualified by law as an escrow agent for this purpose,
cash or securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing
interest payable at such times and at such rates and maturing on such dates as shall be
required, without regard to sale and/or reinvestment, to pay all amounts to become due
thereon to maturity or, if notice of redemption as herein required has been duly provided for,
to such earlier redemption date.
20.!Compliance With Reimbursement Bond Regulations. The provisions of this paragraph are
intended to establish and provide for the City's compliance with United States Treasury
Regulations Section 1.150-2 (Reimbursement Regulations) applicable to the "reimbursement
proceeds" of the Bonds, being those portions thereof which will be used by the City to
reimburse itself for any expenditure which the City paid or will have paid prior to the Closing
Date (a "Reimbursement Expenditure").
The City hereby certifies and/or covenants as follows:
(a)!Not later than sixty days after the date of payment of a Reimbursement
Expenditure, the City (or person designated to do so on behalf of the City) has made or
will have made a written declaration of the City's official intent (Declaration) which
effectively (i) states the City's reasonable expectation to reimburse itself for the payment
of the Reimbursement Expenditure out of the proceeds of a subsequent borrowing; (ii)
gives a general and functional description of the property, project or program to which
the Declaration relates and for which the Reimbursement Expenditure is paid, or identifies
a specific fund or account of the City and the general functional purpose thereof from
which the Reimbursement Expenditure was to be paid (Project); and (iii) states the
maximum principal amount of debt expected to be issued by the City for the purpose of
financing the Project; provided, however, that no such Declaration shall necessarily have
been made with respect to: (i) "preliminary expenditures" for the Project, defined in the
Reimbursement Regulations to include engineering or architectural, surveying and soil
testing expenses and similar preliminary costs, which in the aggregate do not exceed
twenty percent of the "issue price" of the Bonds, and (ii) a de minimis amount of
Reimbursement Expenditures not in excess of the lesser of $100,000 or five percent of the
proceeds of the Bonds.
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(b)!Each Reimbursement Expenditure is a capital expenditure or a cost of issuance of
the Bonds or any of the other types of expenditures described in Section 1.150-2(d)(3) of
the Reimbursement Regulations.
(c)!The "reimbursement allocation" described in the Reimbursement Regulations for
each Reimbursement Expenditure shall and will be made forthwith following (but not prior
to) the issuance of the Bonds, and not later than 18 months after the later of (i) the date
of the payment of the Reimbursement Expenditure, or (ii) the date on which the Project to
which the Reimbursement Expenditure relates is first placed in service, but in no event
more than three years after the date of payment of the Reimbursement Expenditure.
(d)!Each such reimbursement allocation will be made in a writing that evidences the
City's use of Bond proceeds to reimburse the Reimbursement Expenditure and, if made
within 30 days after the Bonds are issued, shall be treated as made on the day the Bonds
are issued.
Provided, however, that the City may take action contrary to any of the foregoing
covenants in this paragraph upon receipt of an opinion of its Bond Counsel for the Bonds
stating in effect that such action will not impair the tax-exempt status of the Bonds.
21.!Certificate of Registration. The City Manager is hereby directed to file a certified copy of
this resolution with the County Auditor of Anoka County, Minnesota, Minnesota, together with
such other information as the Auditor shall require, and to obtain the Auditor's certificates
that the Bonds have been entered in the Auditor's Bond Register, and that the tax levy required
by law has been made.
22.!Continuing Disclosure. The City is the sole obligated person with respect to the Bonds.
The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (Rule), promulgated
by the Securities and Exchange Commission (Commission) pursuant to the Securities Exchange
Act of 1934, as amended, and a Continuing Disclosure Undertaking (Undertaking) hereinafter
described to:
(a)!Provide or cause to be provided to the Municipal Securities Rulemaking Board
(MSRB) by filing at www.emma.msrb.org in accordance with the Rule, certain annual
financial information and operating data in accordance with the Undertaking. The City
reserves the right to modify from time to time the terms of the Undertaking as provided
therein.
(b)!Provide or cause to be provided to the MSRB notice of the occurrence of certain
events with respect to the Bonds in not more than 10 business days after the occurrence
of the event, in accordance with the Undertaking.
(c)!Provide or cause to be provided to the MSRB notice of a failure by the City to
provide the annual financial information with respect to the City described in the
Undertaking, in not more than 10 business days following such occurrence.
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(d)!The City agrees that its covenants pursuant to the Rule set forth in this paragraph
and in the Undertaking is intended to be for the benefit of the Holders of the Bonds and
shall be enforceable on behalf of such Holders; provided that the right to enforce the
provisions of these covenants shall be limited to a right to obtain specific enforcement of
the City's obligations under the covenants.
The Mayor and City Manager of the City, or any other officer of the City authorized to act
in their place (Officers) are hereby authorized and directed to execute on behalf of the City
the Undertaking in substantially the form presented to the City Council subject to such
modifications thereof or additions thereto as are (i) consistent with the requirements under
the Rule, (ii) required by the Purchaser of the Bonds, and (iii) acceptable to the Officers.
23.!Records and Certificates. The officers of the City are hereby authorized and directed to
prepare and furnish to the Purchaser, and to the attorneys approving the legality of the
issuance of the Bonds, certified copies of all proceedings and records of the City relating to
the Bonds and to the financial condition and affairs of the City, and such other affidavits,
certificates and information as are required to show the facts relating to the legality and
marketability of the Bonds as the same appear from the books and records under their custody
and control or as otherwise known to them, and all such certified copies, certificates and
affidavits, including any heretofore furnished, shall be deemed representations of the City as
to the facts recited therein.
24.!Negative Covenant as to Use of Bond Proceeds and Project. The City hereby covenants
not to use the proceeds of the Bonds or to use the Project, or to cause or permit them to be
used, or to enter into any deferred payment arrangements for the cost of the Project, in such
a manner as to cause the Bonds to be "private activity bonds", other than qualified 501(c)(3)
bonds, within the meaning of Sections 103 and 141 through 150 of the Code.
25.!Tax-Exempt Status of the Bonds; Rebate. The City shall comply with requirements
necessary under the Code to establish and maintain the exclusion from gross income under
Section 103 of the Code of the interest on the Bonds, including without limitation (i)
requirements relating to temporary periods for investments, (ii) limitations on amounts
invested at a yield greater than the yield on the Bonds, and (iii) the rebate of excess investment
earnings to the United States. The Mayor and/or the City Manager, are hereby authorized and
directed to make such elections as to arbitrage and rebate matters relating to the Bonds as
they deem necessary, appropriate or desirable in connection with the Bonds, and all such
elections shall be, and shall be deemed and treated as, elections of the City.
26.!No Designation of Qualified Tax-Exempt Obligations. The City will not designate the
Bonds as "qualified tax exempt obligations" for purposes of Section 265(b)(3) of the Code.
27.!Official Statement. The Official Statement relating to the Bonds prepared and distributed
by Ehlers is hereby approved and the officers of the City are authorized in connection with the
delivery of the Bonds to sign such certificates as may be necessary with respect to the
completeness and accuracy of the Official Statement.
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28.!Payment of Issuance Expenses. The City authorizes the Purchaser to forward the amount
of Bond proceeds allocable to the payment of issuance expenses to Wells Fargo Bank, San
Francisco, California,
municipal advisor, Ehlers.
29.!Severability. If any section, paragraph or provision of this resolution shall be held to be
invalid or unenforceable for any reason, the invalidity or unenforceability of such section,
paragraph or provision shall not affect any of the remaining provisions of this resolution.
30.!Headings. Headings in this resolution are included for convenience of reference only and
are not a part hereof, and shall not limit or define the meaning of any provision hereof.
The motion for the adoption of the foregoing resolution was duly seconded by member
_____________ and, after a full discussion thereof and upon a vote being taken thereon, the following
voted in favor thereof:
and the following voted against the same:
Whereupon the resolution was declared duly passed and adopted.
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EXTRACT OF MINUTES OF A MEETING
OF THE CITY COUNCIL
CITY OF FRIDLEY, MINNESOTA
HELD: June 13, 2022
Pursuant to due call and notice thereof, a regular or special meeting of the City Council of
the City of Fridley, Anoka County, Minnesota, was duly called and held at the City Hall on June 13,
2022, at 7:00 P.M., for the purpose, in part, of authorizing issuance and awarding the sale of
$20,730,000 General Obligation Tax Abatement Bonds, Series 2022A.
The following members were present:
and the following were absent:
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EXHIBIT A
PROPOSALS
\[To be provided by Ehlers & Associates, Inc.\]
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EXHIBIT B
TAX LEVY SCHEDULE
\[To be supplied by Ehlers & Associates, Inc.\]
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