09-25-2023
City Council Meeting
September 25, 2023
7:00 PM
Fridley City Hall, 7071 University Avenue N.E.
Agenda
Call to Order
The Fridley City Council (Council) requests that all attendees silence cell phones during the meeting. A paper copy
of the Agenda is at the back of the Council Chambers. A paper copy of the entire Agenda packet is at the podium.
The Agenda and all related FridleyMN.gov/1564/Agenda-
Center.
Pledge of Allegiance
Proclamations/Presentations
Proposed Consent Agenda
The following items are considered to beroutine by the Council and will be approved by one motion. There will be
no discussion of these items unless a Councilmember requests, at which time that item may be moved to the Regular
Agenda.
Meeting Minutes
1.Approve the Minutes from the City Council Meeting of September 11, 2023
2.Receive the Minutes from the City Council Conference Meeting of September 11, 2023
3.Receive the Minutes from the Housing and Redevelopment Authority Meeting of August 3, 2023
4.Receive the Minutes from the Parks and Recreation Commission Meeting of August 7, 2023
5.Receive the Minutes from the Environmental Quality and Energy Commission (EQEC) Meeting of
July 11, 2023
New Business
6.Resolution No. 2023-110, Approving State of Minnesota Grant Contract Agreement OR24-010
rd
7.Resolution No. 2023-114, Approving Change Order No. 1 for the 53Avenue Roundabout Safety
Project No. ST2023-22
8.Resolution No. 2023-115, Approving Gifts, Donations and Sponsorships Received Between
August 19, 2023, and September 15 2023
9.Resolution No. 2023-117, Approving Amendment to Agreement for Construction Management
Services for Moore Lake Park Community Building and Site Improvements Project
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City Council Meeting 9/25/2023 Agenda Page 2
10. Resolution No. 2023-118, Approving Issuance and Sale of Multifamily Housing Revenue Bonds
(Moon Plaza Project), Taxable Subseries 2023B-1-2
Old Business
11. Ordinance No. 1416, Amending the Fridley City Code Chapter 205, Zoning, to allow Interim Use
Permits, and Authorizing Publication of Summary Ordinance No. 1416 (Second Reading)
Licenses
12. Resolution No. 2023-109, Approving City Licenses
Claims
13. Resolution No. 2023-116 Approving Claims for the Period Ending September 20, 2023
Open Forum
The Open Forum allows the public to address the Council on subjects that are not on the Regular Agenda. The
Council may take action, reply, or give direction to staff. Please limit your comments to five minutes or less.
Regular Agenda
The following items are proposed for the Council's consideration. All items will have a presentation from City staff,
are discussed, and considered for approval by separate motions.
New Business
14. Resolution No. 2023-111, Approving the Proposed Property Tax Levy for 2023, Collectible in 2024,
for the City of Fridley
15. Resolution No. 2023-112, Approving the Proposed 2024 General Fund Budget for the City of
Fridley
16. Resolution No. 2023-113, Consenting to the Property Tax Levy for 2023, Collectible in 2024, for
the Housing and Redevelopment Authority in and for the City of Fridley
Informal Status Reports
Adjournment
Upon request, accommodation will be provided to allow individuals with disabilities to participate in any
City of Fridley services, programs, or activities. Hearing impaired persons who need an interpreter or other
persons who require auxiliary aids should contact the City at (763) 572-3450.
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AGENDA REPORT
Meeting Date:September 25, 2023 Meeting Type:City Council
Submitted By:Roberta Collins, Assistant to the City Manager
Title
Approve the Minutes from the City Council Meeting of September 11, 2023
Background
Attached are the minutes from the City Council meeting of September 11, 2023.
Financial Impact
None.
Recommendation
Staff recommend the approval of the minutes from the City Council meeting of September 11, 2023.
Focus on Fridley Strategic Alignment
Vibrant Neighborhoods &PlacesCommunity Identity &Relationship Building
Financial Stability & Commercial ProsperityPublic Safety & Environmental Stewardship
X Organizational Excellence
Attachments and Other Resources
Minutes from the City Council Meeting of September 11, 2023
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
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City Council Meeting
September 11, 2023
7:00 PM
Fridley City Hall, 7071 University Avenue NE
Minutes
Call to Order
Mayor Lund called the City Council Meeting of September 11,2023, to order at 7:00 p.m.
Present
Mayor Scott Lund
Councilmember Dave Ostwald
Councilmember Ryan Evenson
Councilmember Tom Tillberry
Councilmember Ann Bolkcom
Others Present
Walter Wysopal, City Manager
Scott Hickok, Community Development Director
Nancy Abts, Associate Planner
Sarah Sonsalla, City Attorney
Beth Kondrick, Deputy City Clerk
Adam Bedard, Fridley Lions Club
Pledge Of Allegiance
Proclamations/Presentations
1.Proclamation: Domestic Violation Awareness Month October 2023
Mayor Lund presented the proclamation recognizing October 2023 as Domestic Violence Awareness
Month. Tina Bronson, Alexandra House, commented on the importance of raising the awareness about
domestic violenceto provide support to those struggling and afraid. She commented that people who
feel supported are more likely to leave their situation and look for help. She thanked the City for the
support it provides to Alexandra House. She asked that the City and residents turn their lights purple for
the month of October and noted that yard signs are also available. She provided details on the Hope
Fest event which will take place on September 30. She commented that domestic violence is a pressing
issue in Anoka County.
Mayor Lund requested a moment of silence remembering the events of September 11.
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City Council Meeting 9/11/2023 Minutes Page 2
Approval of Proposed Consent Agenda
Councilmember Ostwald asked that Item 8 be removed from the Consent Agenda for additional
discussion. Mayor Lund noted that item would then be considered after Open Forum.
Motion made by Councilmember Bolkcom to adopt the proposed Consent Agenda as amended.
Seconded by Councilmember Tillberry.
Upon a voice vote, all voting aye, Mayor Lund declared the motion carried unanimously.
Approval/Receipt of Minutes
2. Approve the Minutes from the City Council Meeting of August 28, 2023.
3. Receive the Minutes from the Joint City Council and Housing and Redevelopment Authority
Conference Meeting of August 28, 2023.
New Business
4. Ordinance No. 1415, Amending the Fridley City Code to Add Chapter 311, Public Use of Cannabis.
5. Resolution No. 2023-98, Declaring Costs to be Assessed, Ordering Preparation of the Proposed
Assessment Roll and Directing Publication of the Public Hearing Notice for the 2023 Street
Rehabilitation Project No. ST-2023-01.
6. Resolution No. 2023-99, Declaring Costs to be Assessed, Ordering Preparation of the Proposed
rd
Assessment Roll and Directing Publication of the Public Hearing Notice for the 53 Avenue
Roundabout Safety Project No. ST-2023-22.
7. Resolution No. 2023-100, Declaring Costs to be Assessed, Ordering Preparation of the Proposed
Assessment Roll, and Directing Publication of the Public Hearing Notice for the 2023 Nuisance
Abatements and 2023 Rental Reinspection Fees.
Licenses
8. Resolution No. 2023-104, Approving Lawful Gambling Lease for Fridley Lions Club to Add Bingo
Events to Forgotten Star Brewery.
Claims
9. Resolution No. 2023-108 Approving Claims for the Period Ending September 6, 2023.
Open Forum, Visitors: (Consideration of Items not on Agenda 15 minutes.)
No one from the audience spoke.
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City Council Meeting 9/11/2023 Minutes Page 3
Licenses
8. Resolution No. 2023-104, Approving Lawful Gambling Lease for Fridley Lions Club to Add Bingo
Events to Forgotten Star Brewery.
Wally Wysopal, City Manager, commented that Councilmember Ostwald serves as the President of
the Lions Club and therefore will need to abstain from this vote.
Motion made by Councilmember Bolkcom to adopt Resolution No. 2023-104 Approving Lawful
Gambling Lease for Fridley Lions Club to Add Bingo Events to Forgotten Star Brewery. Seconded by
Councilmember Tillberry.
Upon a voice vote, Mayor Lund, Councilmember Evanson, Councilmember Tillberry and
Councilmember Bolkcom voting aye and Councilmember Ostwald abstaining from voting, Mayor
Lund declared the motion carried unanimously.
Adam Bedard, Fridley Lions, thanked the Council for approving this item. He noted that Forgotten
Star is looking to give back and this will be another way of doing so.
The Council thanked the Lions for all they do for the community.
Adoption of Regular Agenda
Motion made by Councilmember Bolkcom to adopt the regular agenda. Seconded by Councilmember
Tillberry.
Upon a voice vote, all voting aye, Mayor Lund declared the motion carried unanimously.
Regular Agenda
Public Hearing(s)
10. Public Hearing to Consider On-Sale Liquor License by Justin Puliot for Two Stooges Sports Bar
and Grill and Resolution No. 2023-103, Approving On-Sale Liquor License for Two Stooges Sports
Bar and Grill
Motion made by Councilmember Evanson to open the public hearing. Seconded by
Councilmember Ostwald.
Upon a voice vote, all voting aye, Mayor Lund declared the motion carried unanimously.
Beth Kondrick, Deputy City Clerk, presented a request from Justin Puliot on behalf of Two Stooges
Bar and Grill for an On-Sale Liquor License. She noted that the transfer of ownership will occur the
following day and the new owner does not plan to change the business name or business model. She
reviewed background information and analysis.
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City Council Meeting 9/11/2023 Minutes Page 4
Councilmember Bolkcom asked if the new owner has previous experience. Ms. Kondrick replied that
while the new owner does not have previous experience, he has done his research and is prepared to
take this on.
Justin Puliot introduced himself and stated that he has been pursuing this opportunity since April and
is looking forward to this new venture, noting that the current owners are willing to stay on and
provide him with assistance. Mayor Lund recognized that the existing owners have been in the
community for 35 years and have done a good job, noting the incidents that occurred and the actions
that have been taken to turn that around.
Mr. Puliot stated that a connection to the community matters to him and he looks forward to new
opportunities. Mayor Lund noted that there are some great businesses in Fridley that are partners
with the City and involved with the community. The Council welcomed the new business owner and
encouraged him to reach out if he needs assistance.
Motion made by Councilmember Bolkcom to adopt Resolution No. 2023-103, Approving On-Sale
Liquor License for Two Stooges Sports Bar and Grill. Seconded by Councilmember Tillberry.
Upon a voice vote, all voting aye, Mayor Lund declared the motion carried unanimously.
Motion made by Councilmember Ostwald to close the public hearing, Seconded by Councilmember
Bolkcom
Upon a voice vote, all voting aye, Mayor Lund declared the motion carried unanimously.
11. Ordinance No. 1416, Public Hearing and First Reading to Consider Amending the Fridley City Code
Chapter 205, Zoning, to Allow Interim Use Permits
Motion made by Councilmember Tillberry to open the public hearing. Seconded by
Councilmember Evanson.
Upon a voice vote, all voting aye, Mayor Lund declared the motion carried unanimously.
Nancy Abts, Associate Planner, presented the request to amend the zoning ordinance to provide a
process for allowing interim uses. She provided more details on Interim Use Permits (IUP) and the
difference between an IUP and Special Use Permit.
Motion made by Councilmember Bolkcom to close the public hearing. Seconded by Councilmember
Evanson.
Upon a voice vote, all voting aye, Mayor Lund declared the motion carried unanimously.
Motion made by Councilmember Evanson to approve the first reading of Ordinance No. 1416,
Amending the Fridley City Code Chapter 205, Zoning, to Allow Interim Use Permits. Seconded by
Councilmember Ostwald.
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City Council Meeting 9/11/2023 Minutes Page 5
Upon a voice vote, all voting aye, Mayor Lund declared the motion carried unanimously.
New Business
12. Resolution No. 2023-101, Approving a Registered Land Survey, PS #23-
Housing and Redevelopment Authority (HRA) for the Property Located at 5660 Main Street N.E.
Scott Hickok, Community Development Director, presented a plat request submitted by the HRA
which would create two new lots from the property located at 5660 Main Street N.E. He reviewed the
analysis of the request and background information on the property.
Councilmember Bolkcom asked for details on the decisions at the state level and progress on that
front.
Mr. Hickok commented that the legislature provided the remaining funding the City needed to
complete the design phase of the bridge project that will provide an important east/west connection.
Motion made by Councilmember Bolkcom to adopt Resolution No. 2023-101, Approving a Registered
Land Survey, PS #23-
Property Located at 5660 Main Street N.E. Seconded by Councilmember Tillberry.
Upon a voice vote, all voting aye, Mayor Lund declared the motion carried unanimously.
Informal Status Reports
Council provided details on the three public workshops focused on the topic of public art, noting that the
first workshop has occurred and welcomed any interested residents to participate in the next workshops
on September 21 and October 5. The sessions are recorded and available for playback on the City
website. The City celebrated the 5th anniversary of the Civic Center campus this past Saturday, and it
was well attended.
Councilmember Evanson commented that he attended the annual Islamic Center of Minnesota picnic on
Sunday, noting that they are very welcoming and accommodating. He commented that Forgotten Star
is holding its Octoberfest this coming weekend.
Adjourn
Motion made by Councilmember Ostwald to adjourn. Seconded by Councilmember Evanson.
Upon a voice vote, all voting aye, Mayor Lund declared the motion carried unanimously and the meeting
adjourned at 7:40 p.m.
Respectfully Submitted,
Melissa Moore Scott J. Lund
City Clerk Mayor
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AGENDA REPORT
Meeting Date:September 25, 2023 Meeting Type:City Council
Submitted By:Roberta S. Collins, Assistant to the City Manager
Title
Receive the Minutes from theCity Council Conference Meeting of September 11,2023
Background
Attached are the minutes from the City Council conference meeting of September 11,2023.
Financial Impact
Recommendation
Receive the minutes from theCity Council conference meeting of September 11,2023.
Focus on Fridley Strategic Alignment
Vibrant Neighborhoods &PlacesCommunity Identity &Relationship Building
Financial Stability & Commercial ProsperityPublic Safety & Environmental Stewardship
X Organizational Excellence
Attachments and Other Resources
Minutes from the City Council Conference Meeting of September 11,2023
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
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Council Conference Meeting
September 11,2023
5:30PM
Fridley City Hall, 7071 University Avenue NE
Minutes
Roll Call
Present:Mayor Scott Lund
Councilmember Dave Ostwald
Councilmember Ryan Evanson
Councilmember Tom Tillberry
Councilmember Ann Bolkcom
Others Present:Walter Wysopal, City Manager
Joe Starks, Finance Director
Becca Hellegers, Director of Employee Resources
Scott Hickok, Community Development Director
Patrick Maghrak, City Assessor
Items for Discussion
1.Finance Update August 2023 Year-to-Date.
Joe Starks, Finance Director, presented budget information for the most recent period, with no
special issues.
2.2024 Proposed Budget/Levy Discussion.
Joe Starks presented the proposed City budget/levy for 2024.
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AGENDA REPORT
Meeting Date:September 25, 2023 Meeting Type:City Council
Submitted By:Roberta Collins, Assistant to the City Manager
Title
Receive the Minutes from the Housing and Redevelopment Authority Meeting of August 3, 2023
Background
Attached are the minutes from the Housing and Redevelopment Authority meetingof August 3, 2023.
Financial Impact
None.
Recommendation
Staff recommend Council receive the minutesfrom the Housing and Redevelopment Authority meeting
of August 3, 2023.
Focus on Fridley Strategic Alignment
Vibrant Neighborhoods &PlacesCommunity Identity &Relationship Building
Financial Stability & Commercial ProsperityPublic Safety & Environmental Stewardship
X Organizational Excellence
Attachments andOther Resources
Minutes from the HRA Meeting of August 3, 2023.
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
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Housing and Redevelopment Authority
August 3,2023
7:00 PM
Fridley City Hall, 7071 University Avenue NE
Minutes
Call to Order
Chairperson Showaltercalled the Housing and Redevelopment Authority meeting to order at 7:00 p.m.
Present
Elizabeth Showalter
Gordon Backlund
Troy Brueggemeier
Rachel Schwankl
Kyle Mulrooney
Others Present
Paul Bolin, HRA Assistant Executive Director
Action Items
1. Approval of Expenditures
Motionby Commissioner Brueggemeierto approve the expenditures. Seconded by Commissioner
Mulrooney.
Upon a voice vote, all voting aye, Chair Showalterdeclared the motion carried unanimously.
2.ApprovalJune 1,2023, Meeting Minutes
Motionby Commissioner Backlundto approve the meeting minutesof June 1,2023as presented.
Seconded by Commissioner Schwankl.
Upon a voice vote, all voting aye, Chair Showalterdeclared the motion carried unanimously.
3.Approval of Resolution No. 2023-12, Purchase of 6421 Central Avenue (Lot 19, Block 1, Spring
Valley Addition)
Paul Bolin, HRA Assistant Executive Director, provided background on the area noting that in recent
years the HRA has accumulated five parcelsand this purchase would be the sixth and final piece of
that puzzle. He stated that an agreement of $250,000 for one acre has been reached and this would
allow them to move forward with redevelopment of this area. He noted that this would close in
August and reviewed the next steps that would follow to prepare the site for redevelopment.
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Housing and Redevelopment Authority Minutes Page 2
8/3/2023
Commissioner Schwankl asked the approximate size of all the properties. Mr. Bolin replied that the
total with roadways would be a little over five acres. Commissioner Brueggemeier asked if the plan
for redevelopment has already been decided. Mr. Bolin stated that those conversations would follow
between the Council and HRA, noting that different housing concepts had been discussed thus far.
Motion by Commissioner Mulrooney to approve HRA Resolution No. 2023-12 Approving the
Purchase Agreement and Authorizing the Assistant Executive Director to Sign Documents Needed to
Close on the Property Legally Described as Lot 19, Block 1, Spring Valley Addition, Anoka County,
Minnesota. Seconded by Commissioner Schwankl.
Upon a voice vote, all voting aye, Chair Showalter declared the motion carried unanimously.
Informational Items
4. Update on Housing Programs
Mr. Bolin provided an overview of the recent activity of the housing programs, as well as year to date
data.
Adjournment
Motion by Commissioner Brueggemeier to adjourn the meeting. Seconded by Commissioner Backlund.
Upon a voice vote, all voting aye, Chairperson Showalter declared the motion carried and the meeting
adjourned at 7:08 p.m.
Respectfully submitted,
Melissa Moore
City Clerk
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AGENDA REPORT
Meeting Date:September 25, 2023 Meeting Type:City Council
Submitted By:Mike Maher, Director of Parks and Recreation
Title
Receive the Minutes from the Parks and Recreation CommissionMeeting of August 7,2023
Background
Attached are the minutes from the Parks and Recreation Commission meeting of August 7, 2023.
Financial Impact
None.
Recommendation
Receive the minutes from the Parks and Recreation Commission meeting of August 7,2023.
Focus on Fridley Strategic Alignment
Vibrant Neighborhoods &PlacesCommunity Identity &Relationship Building
Financial Stability & Commercial ProsperityPublic Safety & Environmental Stewardship
X Organizational Excellence
Attachments and Other Resources
Minutes from the Parks and Recreation Commission of August 7, 2023
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
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Park Commission Meeting
August 7,2023
7:00 PM
Fridley City Hall, 7071 University Avenue NE
Minutes
Call to Order
Chair Bormancalled the Parks and Recreation Commission meeting to order at 7:00p.m.
Present
EB Graham
Peter Borman
Tim Kirk
Ken Schultz
Absent
Luke Cardona
Suad Maow
Don Whalen
Others Present
Mike Maher, Parks and RecreationDirector
Approve Parks & Recreation Commission Agenda for August 7, 2023
Motionby CommissionerGrahamto approve the August 7,2023meeting agenda. Seconded by
CommissionerSchultz. The motion passed unanimously.
Approve Parks & Recreation Commission Minutes for June 5, 2023
Motionby CommissionerSchultzto approve the June 5,2023meeting minutes. Secondedby
CommissionerGraham. The motion passed unanimously.
New Business
1.Initial Review of City Code Chapter 508 Parks and Parkways
Mike Maher, Parks and Recreation Director,stated that the Cityis in the process of completing a
comprehensive update of the City Code, on of which chapters is parks and parkways. He stated
that the intent is to have the Commission have a first look at the chapter which will help staff
gauge the amount of review time that may be necessary.
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Park Commission 8/07/2023 Minutes Page 2
Commissioner Shultz referenced 508.15 and asked for clarification on the language, specifically
whether games would be allowed on non-athletic grounds. He believed that the space could be
used as long as it did not interfere or cause danger to others. Mr. Maher commented that he
also felt there was ambiguity in that language and had marked that as well. He noted that in the
Parks Improvement Plan they were intentional to create flexible areas that could be used in
multiple ways. Commissioner Shultz provided additional input on language to be cleaned up,
related to alcoholic beverages, cannabis use, and whether dogs can be in the water on park
property. Mr. Maher noted that the City is working to address the recreational use of cannabis
and believed that ordinance would be in place prior to the update of this chapter and advised
that he would keep the Commission updated.
Chair Borman commented that the chapter does seem dated. He suggested that the Commission
review the language and highlight items to review and/or discuss. Mr. Maher commented that
there is not a rush to review this, and they could continue to bring this back multiple times. He
agreed that some of the language is dated and noted that it may also be appropriate to add
language about trails. He provided details on exemptions available for groups to serve alcohol
in certain scenarios with the proper permitting.
It was the consensus of the Commission that Commissioners should send in their comments and
suggestions to staff via email prior to the next meeting and staff could use that input to make
draft changes for continued discussion.
2.!Park Furnishing Deconstruction Guidelines
Mr. Maher commented that this item came forward at the direction of the Commission and the
draft guidelines were included in the packet. He noted that the EQEC reviewed, and endorsed,
the document at its last meeting. He reviewed the park furnishing decommissioning priorities.
Commissioner Shultz commented that this is a comprehensive list and seems to be the correct
order as well in terms of reuse priorities.
Chair Borman asked how they would go about determining which priority would be followed.
Mr. Maher replied that staff would most likely have the knowledge on whether the items could
be reused by the City or have resale value, and to ensure that the process would not interfere
with the timeline for the project.
Mr. Maher recognized Rachel Workin, Environmental Planner, who did the majority of the work
on this document. The Commission thanked Ms. Workin for her excellent work.
Old Business
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Staff Reports
3.!Springbrook Nature Center Report
Mr. Maher highlighted the summer day camp programing, staffing changes, other programs, and
receipt of a DNR outdoor recreation grant.
Commissioner Shultz noted that his grandkids enjoyed the recent programing they participated
in and passed on the kudos to staff.
4.!Fridley Parks and Recreation Division Report
Mr. Maher provided an overview of the report highlighting 49er Days, safety camp, summer
concerts, wet and wild day, summer ROCKS, and the summer intern.
5.!Park Maintenance and Construction Report
Mr. Maher reviewed the report highlighting park maintenance and construction updates.
Unfinished Business
None
Adjournment
Commissioner Kirk made the motion to adjourn the meeting at 7:59 p.m. Seconded by Commissioner
Graham. The motion passed unanimously.
Respectfully submitted,
Amanda Staple
Recording Secretary
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AGENDA REPORT
Meeting Date:September 25, 2023 Meeting Type:EQECommission
Submitted By:Julianne Beberg, Office Coordinator
Title
Receive the Minutes from the Environmental Quality and Energy Commission (EQEC) Meeting ofJuly
11, 2023
Background
Attached are the minutes from the EQEC meeting of July 11, 2023.
Financial Impact
None
Recommendation
Receive the minutesof the EQECmeeting of July 11, 2023.
Attachments and Other Resources
Minutes from the EQECCommission Meeting of July 11, 2023
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
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ENVIRONMENTAL QUALITY & ENERGY
COMMISSION MEETING
July 11, 2023
7:00 PM
Fridley Civic Campus, 7071 University Ave N.E.
MINUTES
Call to Order
Chair Klemzcalled the Environmental Quality and Energy Commissionto order at7:02p.m.
Roll Call
Present:Amy Dritz
Nick Olberding
Aaron Klemz
Sam Stoxen
Mark Hansen
Absent:Justin Foell
Heidi Ferris
Others Present: Rachel Workin, Environmental Planner
Approval of Agenda
Motionby CommissionerHansen to approvethe meeting agenda. Secondedby CommissionerFerris.
The motion carriedunanimously.
Approval of Meeting Minutes
1.Approval of May9, 2023Environmental Quality and Energy Commission Meeting Minutes
Motionby CommissionerDritz to approvethe May 9, 2023meeting minutes. Secondedby
CommissionerStoxen.The motion carriedunanimously.
New Business
2.Park System Improvement Plan
Ms. Workin reviewed the draft Park System Improvement Plan Deconstruction Guidelines
Motion by Commissioner Hansen to recommend the Park System Improvement Plan Deconstruction
Guidelinesfor approval. Seconded by CommissionerFerris. The motion carriedunanimously.
Old Business
3.Energy Action Plan updates
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Environmental Quality & Energy Commission Minutes Page 2
Meeting 7/11/2023
Ms. Workin shared the City was preparing for the EV Showcase. Commissioners Dritz, Klemz, and
Hansen indicated that they may be able to participate
4.!Grant updates
Ms. Workin shared that she learned that the City did not get a grant for an EV Charger for Moore Lake
Park, however there were other grant opportunities coming up. She also said that the City had applied
for a SS4A grant for a Safety Action Plan.
5.!Outreach and Event updates
Ms. Workin shared that the Tree and Native Plant Sale was open.
Other Items
6.!Digital Collaboration Brainstorming
No updates were shared
7.!Informal Status Reports
Chair Klemz shared that the State was putting together a draft deconstruction ordinance. He also said
that the State was looking to partner with Cities to pilot a new ordinance requiring that salt applicators
be licensed by the City and required to take a smart salting course.
The group discussed cancelling the August meeting. Motion by Commissioner Ferris to cancel the August
meeting. Seconded by Commissioner Stoxen. The motion carried unanimously.
Adjournment
Motion by Commissioner Stoxen to adjourn the meeting. Seconded by Commissioner Dritz. The Motion
carried unanimously. The meeting was adjourned at 7:50.
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AGENDA REPORT
Meeting Date:September 25, 2023 Meeting Type:City Council
Submitted By:Mike Maher, Parks and Recreation Director
Title
Resolution No. 2023-110,Approving State of Minnesota Grant Contract Agreement OR24-010
Background
The Fridley City Council authorized staff to submit an application to the Minnesota Department of
Natural Resources Outdoor Recreation Grant Program on March 27, 2023 inResolution No. 2023-33.
Financial Impact
Grant Agreement OR24-010 is a matching reimbursement grant to fund $150,000 of the total project
cost of $300,000. The City of Fridley commitment to the nature play area improvements would be
$25,000 budgeted in the Capitol Investment Program and $10,000 of in-kind labor for site work.The
Springbrook Nature Center Foundation has pledged to reimburse the City of Fridley for $125,000 of
the project cost.
Recommendation
Staff recommendthe approval of Resolution No. 2023-110.
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
Attachments and Other Resources
Resolution No. 2023-110
State of Minnesota Grant Contract Agreement OR24-010
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
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Resolution No. 2023-110
Approving and Authorizing the Signing of Agreement OR24-010 with the State of
Minnesota
Whereas, Minnesota Statute § 471.51 subd. 1 allows two or more governmental units, by
agreement entered into by their governing bodies, to jointly or cooperatively exercise any power
common to both contracting parties; and further it allows one party to act on behalf of other
participating units of government; and
Whereas, the City of Fridley (City) has applied for and received previous grant awards from the
State of Minnesota, acting through its Commissioner of Natural Resources (State); and
Whereas, the Fridley City Council approved an application for a $150,000 matching grant through
the Outdoor Recreation Grant Program on March 27, 2023 through Resolution No. 2023-
33 to fund improvements to the nature-based play area at Springbrook Nature Center; and
Whereas, the Minnesota Department of Natural Resources has approved the grant application;
and provided State of Minnesota Grant Contract Agreement OR24-010.
Now, therefore be it resolved, that the City Council of the City of Fridley hereby approves said
agreement and the Mayor and the City Manager (or their designee) are hereby authorized to
execute the attached Agreement.
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
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STATE OF MINNESOTA
GRANT CONTRACT AGREEMENT
OR24-010
This grant contract agreement is between the State of Minnesota, acting through its Commissioner of Natural
Resources ("STATE") and City of Fridley, 7071 University Ave. NE, MN, 55432 ("GRANTEE").
Recitals
1.Under Minn. Stat. 84.026the Commissioner of Natural Resources is authorized to enter into contractual
agreements with any public or private entity for the provision of statutorily prescribed natural services by
the department.
2. Under Minn. Laws 2023, Chapter 60, Article 1, Sec.3, Subd. 5c, the State has allocated funds for local
parks, trail connections, and natural and scenic areas under Minn. Stat. 85.019.
3. The Grantee has made an application to the State for a portion of the allocation for the purpose of
conducting the project entitled Springbrook Nature Center.
4. The Grantee represents that it is duly qualified and agrees to perform all services described in this grant
contract agreement to the satisfaction of the State. Pursuant to Minn.Stat.§16B.98, Subd.1, the Grantee
agrees to minimize administrative costs as a condition of this grant contract agreement.
Grant Contract Agreement
1Term of Grant Contract Agreement
1.1 Effective date:
August 16, 2023, Notwithstanding Minnesota Statues, section 16A.41, the Commissioner may make
payments for otherwise eligible grant-program expenditures that are made on or after the effective date
of the appropriation. Per Minn.Stat.§16B.98 Subd. 7, no payments will be made to the Grantee until this
grant contract agreement is fully executed.
1.2 Expiration date:
June 30, 2025, or until all obligations have been satisfactorily fulfilled, whichever occurs first.
1.3 Survival of Terms.
The following clauses survive the expiration or cancellation of this grant contract agreement: 8.
Liability; 9. State Audits; 10. Government Data Practices and Intellectual Property; 12. Publicity and
Endorsement; 13. Governing Law, Jurisdiction, and Venue; and 15 Data Disclosure.
2Grantee’s Duties
The Grantee, who is not a state employee, will:
,
Comply with required grants management policies and procedures set forth through Minn.Stat.§16B.97
Subd. 4 (a) (1) and comply with Attachment A, Project Budget, which is incorporated and made a part
of this contract.
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Grant Contract Agreement template for Competitively awarded, single/sole source, or formula grant process to Municipality FY24: Updated June 2023 1
The Grantee agrees to complete the project in accordance with the approved budget to the extent
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practicable and within the project period specified in the grant contract. Any material change in the
scope of the project, budget or completion date shall require prior written approval by the State.
3Time
The Grantee must comply with all the time requirements described in this grant contract agreement. In the
performance of this grant contract agreement, time is of the essence.
4 Consideration and Payment
4.1 Consideration.
The State will pay for all services performed by the Grantee under this grant contract agreement as
follows:
(a) Compensation
The Grantee will be paid $150,000.
(b) Matching Requirement
Grantee certifies that the following matching requirement for the Grant will be met by Grantee. The
total project cost is $300,000. The Grantee agrees to provide a nonstate cash match of a least
$150,000.
(c) Total Obligation.
The total obligation of the State for all compensation and reimbursements to the Grantee under this
grant contract agreement will not exceed $150,000.
4.2 Payment
(a) Invoices
The State will promptly pay the Grantee after the Grantee presents an itemized invoice for the
services actually performed and the State's Authorized Representative accepts the invoiced services.
Invoices must be submitted timely and according to the following schedule: Upon completion of
services or up to four requests during the contract period. A final reimbursement of no more than
10% may be withheld until final completion of services.
4.3 Contracting and Bidding Requirements
Per Minn. Stat. §471.345, grantees that are municipalities as defined in Subd. 1 must follow the law.
(a) For projects that include construction work of $25,000 or more, prevailing wage rules apply per
Minn. Stat. §§177.41 through 177.44. These rules require that the wages of laborers and workers
should be comparable to wages paid for similar work in the community as a whole.
(b) The grantee must not contract with vendors who are suspended or debarred in MN:
https://mn.gov/admin/osp/government/suspended-debarred/index2.jsp
5Conditions of Payment
All services provided by the Grantee under this grant contract agreement must be performed to the State’s
satisfaction, as determined at the sole discretion of the State’s Authorized Representative and in accordance
with all applicable federal, state, and local laws, ordinances, rules, and regulations. The Grantee will not
receive payment for work found by the State to be unsatisfactory or performed in violation of federal, state,
or local law.
6Authorized Representative
The State's Authorized Representative is Jennifer Bubke, Grants Specialist Coordinator, Department of
Natural Resources, 500 Lafayette Road, St. Paul, MN 55155, 651-259-5638, Jennifer.Bubke@state.mn.us,
or his/her successor, and has the responsibility to monitor the Grantee’s performance and the authority to
accept the services provided under this grant contract agreement. If the services are satisfactory, the State's
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Authorized Representative will certify acceptance on each invoice submitted for payment.
Grant Contract Agreement template for Competitively awarded, single/sole source, or formula grant process to Municipality FY24: Updated June 2023 2
The Grantee’s Authorized Representative is Tara Rogness, Nature Center Manager, 7071 University Ave.
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NE, Fridley, MN, 55432, 763-572-3588, tara.rogness@fridleymn.gov. If the Grantee’s Authorized
Representative changes at any time during this grant contract agreement, the Grantee must immediately
notify the State.
7 Assignment Amendments, Waiver, and Grant Contract Agreement Complete
7.1 Assignment
The Grantee shall neither assign nor transfer any rights or obligations under this grant contract
agreement without the prior written consent of the State, approved by the same parties who executed and
approved this grant contract agreement, or their successors in office.
7.2 Amendments
Any amendments to this grant contract agreement must be in writing and will not be effective until it has
been executed and approved by the same parties who executed and approved the original grant contract,
or their successors in office.
7.3 Waiver
If the State fails to enforce any provision of this grant contract agreement, that failure does not waive the
provision or the State’s right to enforce it.
7.4 Grant Contract Agreement Complete
This grant contract agreement contains all negotiations and agreements between the State and the
Grantee. No other understanding regarding this grant contract, whether written or oral, may be used to
bind either party.
8 Liability
The Grantee must indemnify, save, and hold the State, its agents, and employees harmless from any claims
or causes of action, including attorney’s fees incurred by the State, arising from the performance of this
grant contract agreement by the Grantee or the Grantee’s agents or employees. This clause will not be
construed to bar any legal remedies the Grantee may have for the State's failure to fulfill its obligations
under this grant contract agreement. Nothing herein shall be deemed a waiver by the Grantee of the limits
on liability set forth in Minn. Stat. § 466.04or a waiver of any available immunities or defenses. The
Grantee’s obligation to hold and save the Grantor harmless shall be limited by the limitations on liability set
forth in Minn. Stat. § 466.04, as amended from time to time.
9State Audits and Termination
9.1 Audits: Under Minn. Stat. § 16B.98, Subd.8, the Grantee’s books, records, documents, and accounting
procedures and practices of the Grantee or other party relevant to this grant contract agreement or
transaction are subject to examination by the Commissioner of Administration, State and/or the State
Auditor or Legislative Auditor, as appropriate, for a minimum of six years from the end of this grant
contract agreement, receipt and approval of all final reports, or the required period of time to satisfy all
state and program retention requirements, whichever is later.
9.2 Termination: The Commissioner of Administration may unilaterally cancel this grant contract
agreement if further performance under the agreement would not serve agency purposes or is not in the
best interest of the State.
10Government Data Practices and Intellectual Property Rights
10.1 Government Data Practices
The Grantee and State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch.
13, as it applies to all data provided by the State under this grant contract, and as it applies to all data
created, collected, received, stored, used, maintained, or disseminated by the Grantee under this grant
contract agreement. The civil remedies of Minn. Stat. §13.08 apply to the release of the data referred to
in this clause by either the Grantee or the State. If the Grantee receives a request to release the data
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referred to in this Clause, the Grantee must immediately notify the State. The State will give the
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Grantee instructions concerning the release of the data to the requesting party before the data is released.
The Grantee’s response to the request shall comply with applicable law.
10.2 Intellectual Property Rights
(A) Intellectual Property Rights. The State owns all rights, title, and interest in all of the
intellectual property rights, including copyrights, patents, trade secrets, trademarks, and
service marks in the Works and Documents created and paid for under this contract. Works
means all inventions, improvements, discoveries (whether or not patentable), databases,
computer programs, reports, notes, studies, photographs, negatives, designs, drawings,
specifications, materials, tapes, and disks conceived, reduced to practice, created, or
originated by the Grantee, its employees, agents, and subcontractors, either individually or
jointly with others in the performance of this contract. Works includes “Documents.”
Documents are the originals of any databases, computer programs, reports, notes, studies,
photographs, negatives, designs, drawings, specifications, materials, tapes, disks, or other
materials, whether in tangible or electronic forms, prepared by the Grantee, its employees,
agents, or subcontractors, in the performance of this contract. The Documents will be the
exclusive property of the State and all such Documents must be immediately returned to the
State by the Grantee upon completion or cancellation of this contract. To the extent possible,
those Works eligible for copyright protection under the United States Copyright Act will be
deemed to be “works made for hire.” The Grantee assigns all right, title, and interest it may
have in the Works and the Documents to the State. The Grantee must, at the request of the
State, execute all papers and perform all other acts necessary to transfer or record the State’s
ownership interest in the Works and Documents.
(B) Obligations
1. Notification. Whenever any invention, improvement, or discovery (whether or not
patentable) is made or conceived for the first time or actually or constructively reduced to
practice by the Grantee, including its employees and subcontractors, in the performance
of this contract, the Grantee will immediately give the State’s AuthorizedRepresentative
written notice thereof, and must promptly furnish the Authorized Representative with
complete information and/or disclosure thereon.
2. Representation. The Grantee must perform all acts and take all steps necessary to ensure
that all intellectual property rights in the Works and Documents are the sole property of
the State, and that neither Grantee nor its employees, agents, or subcontractors retain any
interest in and to the Works and Documents. The Grantee represents and warrants that the
Works and Documents do not and will not infringe upon any intellectual property rights
of other persons or entities. Notwithstanding Clause 8, the Grantee will indemnify;
defend, to the extent permitted by the Attorney General; and hold harmless the State, at
the Grantee’s expense, from any action or claim brought against the State to the extent
that it is based on a claim that all or part of the Works or Documents infringe upon the
intellectual property rights of others. The Grantee will be responsible for payment of any
and all such claims, demands, obligations, liabilities, costs, and damages, including but
not limited to, attorney fees. If such a claim or action arises, or in the Grantee’s or the
State’s opinion is likely to arise, the Grantee must, at the State’s discretion, either procure
for the State the right or license to use the intellectual property rights at issue or replace
or modify the allegedly infringing Works or Documents as necessary and appropriate to
obviate the infringement claim. This remedy of the State will be in addition to and not
exclusive of other remedies provided by law.
11 Workers Compensation
The Grantee certifies that it is in compliance with Minn. Stat. §176.181, Subd. 2, pertaining to workers’
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compensation insurance coverage. The Grantee’s employees and agents will not be considered State
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employees. Any claims that may arise under the Minnesota Workers’ Compensation Act on behalf of these
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employees and any claims made by any third party as a consequence of any act or omission on the part of
these employees are in no way the State’s obligation or responsibility.
12Publicityand Signage
12.1 Publicity
Any publicity regarding the subject matter of this grant contract agreement must identify the State as the
sponsoring agency and must not be released without prior written approval from the State’s Authorized
Representative. For purposes of this provision, publicity includes notices, informational pamphlets, press
releases, research, reports, signs, and similar public notices prepared by or for the Grantee individually or
jointly with others, or any subcontractors, with respect to the program, publications, or services provided
resulting from this grant contract. All projects primarily funded by state grant appropriations must publicly
credit the State of Minnesota, including on the grantee’s website when practicable.
12.2 Signage
Any site funded by this grant contract shall display a sign at a prominent location at the entrance to the
site and in a form approved by the State that acknowledges funding through this grant.
13Governing Law, Jurisdiction, and Venue
Minnesota law, without regard to its choice-of-law provisions, governs this grant contract agreement.
Venue for all legal proceedings out of this grant contract agreement, or its breach, must be in the appropriate
state or federal court with competent jurisdiction in Ramsey County, Minnesota.
14 Termination
14.1 (a) Termination by the State
The State may immediately terminate this grant contract agreement with or without cause, upon 30 days’
written notice to the Grantee. Upon termination, the Grantee will be entitled to payment, determined on
a pro rata basis, for services satisfactorily performed.
(b) Termination by The Commissioner of Administration
The Commissioner of Administration may unilaterally cancel this grant contract agreement if further
performance under the agreement would not serve agency purposes or is not in the best interest of the
State.
14.2 Termination for Cause
The State may immediately terminate this grant contract agreement if the State finds that there has been
a failure to comply with the provisions of this grant contract, that reasonable progress has not been made
or that the purposes for which the funds were granted have not been or will not be fulfilled. The State
may take action to protect the interests of the State of Minnesota, including the refusal to disburse
additional funds and requiring the return of all or part of the funds already disbursed.
14.3 Termination for Insufficient Funding
The State may immediately terminate this grant contract agreement if:
(a) It does not obtain funding from the Minnesota Legislature
(b) Or, if funding cannot be continued at a level sufficient to allow for the payment of the services
covered here. Termination must be by written or fax notice to the Grantee. The State is not
obligated to pay for any services that are provided after notice and effective date of termination.
However, the Grantee will be entitled to payment, determined on a pro rata basis, for services
satisfactorily performed to the extent that funds are available. The State will not be assessed any
penalty if the grant contract agreement is terminated because of the decision of the Minnesota
Legislature, or other funding source, not to appropriate funds. The State must provide the
Grantee notice of the lack of funding within a reasonable time of the State’s receiving that
notice.
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15Data Disclosure
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Under Minn. Stat. § 270C.65, Subd. 3, and other applicable law, the Grantee consents to disclosure of its
social security number, federal employer tax identification number, and/or Minnesota tax identification
number, already provided to the State, to federal and state tax agencies and state personnel involved in the
payment of state obligations. These identification numbers may be used in the enforcement of federal and
state tax laws which could result in action requiring the Grantee to file state tax returns and pay delinquent
state tax liabilities, if any.
16Non-Discrimination Requirements
No person in the United States must, on the ground of race, color, national origin, handicap, age, religion,
or sex, be excluded from participation in, be denied the benefits of, or be subject to discrimination under,
any program or activity receiving Federal financial assistance. Including but not limited to:
a) Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq.) and DOC implementing regulations
published at 15 C.F.R. Part 8 prohibiting discrimination on the grounds of race, color, or national origin
under programs or activities receiving Federal financial assistance; Title IX of the Education
Amendments of 1972 (20 U.S.C. § 1681 et seq.) prohibiting discrimination on the basis of sex under
Federally assisted education programs or activities.
b) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), and DOC implementing
regulations published at 15 C.F.R. Part 8b prohibiting discrimination on the basis of handicap under
any program or activity receiving or benefiting from Federal assistance.
c) The Age Discrimination Act of 1975, as amended (42 U.S.C. § 6101 et seq.), and DOC implementing
regulations published at 15 C.F.R. Part 20 prohibiting discrimination on the basis of age in programs or
activities receiving Federal financial assistance.
d) Title II of the Americans with Disabilities Act (ADA) of 1990 which prohibits discrimination against
qualified individuals with disabilities in services, programs, and activities of public entities.
e) Any other applicable non-discrimination law(s).
17 Americans with Disabilities Act and Final Guidelines for Outdoor Developed Areas
The Grantee shall construct, operate, and maintain all facilities and programs in compliance with all state
and federal accessibility laws, regulations, and guidelines including the Final Guidelines for Outdoor
Developed Areas. Information on compliance with the Americans with Disabilities Act is available at U.S.
Access Board.
The Grantee will also ensure compliance with other applicable state requirements for accessibility, including
but not limited to, accommodations for hard-of-hearing in state-funded capital projects that include space
for public gatherings of more than 15 people. See Minn. Stat. 16C.054 for more information.
18 Reporting
The Grantee shall submit a progress report, in a form prescribed by the State, by January 1 of each year
during the term of this grant contract. A final report must be submitted with the request for final
reimbursement. Prior to receiving final reimbursement, confirmation is required that all required inspections
of the completed work by municipal or governmental authorities having jurisdiction have been completed
and that all required certificates of occupancy or similar approvals have been issued.
19 Inspections
The State’s authorized representatives shall be allowed, at any time, to conduct periodic site visits and
inspections to ensure work progress in accordance with this grant contract, including a final inspection upon
project completion. Following closure of the project, the State’s authorized representatives shall be allowed
to conduct post-completion inspections of the site to ensure that the site is being properly operated and
maintained and that no conversion of use has occurred.
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20 Resource Management and Protection
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The Grantee shall protect, manage, and maintain, or cause to maintain, the property acquired and/or
developed pursuant to this grant contract. Properties shall be kept reasonably safe for public use, if
applicable. All state and federal accessibility laws, regulations and standards shall be adhered to. Vegetation
management and similar safeguards and supervision shall be provided to the extent feasible. Buildings,
roads, trails and other structures and improvements, if any, shall be kept in reasonable repair throughout
their estimated lifetime to prevent undue deterioration.
The Grantee shall keep the facility open to the general public at reasonable hours and at times of the year
consistent with the purpose and type of use of the property and appropriate management and protection of
natural resources.
21 Invasive Species Prevention
Grantees and subcontractors must follow Minnesota DNR’s Operational Order 113, which requires
preventing or limiting the introduction, establishment and spread of invasive species during activities on
public waters and DNR-administered lands. This applies to all activities performed on all lands under this
grant agreement and is not limited to lands under DNR control or public waters. Duties are listed under the
sections Invasives Species Prevention and Site Planning and Management (p. 3-5) of Operational Order 113
which may be found at http://files.dnr.state.mn.us/assistance/grants/habitat/heritage/oporder_113.pdf.
22 Pollinator Best Management Practices
Habitat restorations and enhancements conducted on DNR lands and prairie restorations on state lands or on
any lands using state funds are subject to pollinator best management practices and habitat restoration
guidelines pursuant to Minn. Stat. 84.973. Practices and guidelines ensure an appropriate diversity of native
species to provide habitat for pollinators through the growing season. Current specific practices and
guidelines to be followed for contract and grant work can be found here: Link to December 2014 version.
23 Conflict of Interest
It is the policy of the State to work to deliberately avoid actual and potential conflict of interests related to
grant making at both the individual and organizational levels.
A conflict of interest (actual or potential) occurs when a person has actual or apparent duty or loyalty to
more than one organization and the competing duties or loyalties may result in actions which are adverse to
one or both parties. A conflict of interest exists even if no unethical, improper, or illegal act results from it.
The Grantee, by signing this contract with the State, certifies it has read and understands the Office of
Grants Management Conflict of Interest Policy 08-01, will maintain an adequate Conflict of Interest Policy
and, throughout the term of the contract, monitor and report any actual or potential conflicts of interest to
the State’s Authorized Representative.
24 Minnesota Historical Sites Act and Minnesota Field Archaeology Act
For projects involving land acquisition and/or construction, the State Historic Preservation Office must
review the project to determine if the site is a potential location for historical or archeological findings. If
the State Historic Preservation Office determines that a survey is required, the survey would need to be
completed, review and approved prior to any site disturbance for development projects and prior to the final
reimbursement of the grant funds for acquisition projects.
25 Land Retention and Deed Restriction
25.1 Land Retention
All land within the project boundary must be retained and operated for outdoor recreation in perpetuity and
a condition of this requirement must be recorded with the deed using language provided in the grant
3:
contract. This boundary must include all contiguous lands currently owned by the applicant and managed
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for public recreation and any additional land to be acquired with this grant.
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No other use can be made of these lands without prior written approval of the State. The State will consider
requests to convert these lands to other uses only if all practical alternatives have been evaluated and
rejected on a sound basis and replacement lands of equal or greater fair market value and reasonably
equivalent usefulness are acquired and dedicated to public outdoor recreation use.
25.2 Deed Restriction
The Grantee shall have the following condition recorded with the deed to all lands within the park as
described in Attachment B – Boundary Map, incorporated in this contract, and submit an attested copy of
the deed and the condition to the State:
In order to comply with the Department of Natural Resources Contract OR24-010, the City does hereby
impose the following restrictions on the property described in Attachment B to that contract:
1. The property shall be permanently managed and maintained for public outdoor recreation use.
2.The Grantee shall not, at any time, convert any portion of the park area to uses other than public outdoor
recreation use without the prior written approval of the State acting through its Commissioner of Natural
Resources.
26 Force Majeure
Neither party shall be responsible to the other or considered in default of its obligations within this Contract
to the extent that performance of any such obligation is prevented or delayed by acts of God, war, riot,
disruption of government, or other catastrophes beyond the reasonable control of the party unless the act or
occurrence could have been reasonably foreseen and reasonable action could have been taken to prevent the
delay or failure to perform. A party relying on this provision to excuse performance must provide the other
party prompt written notice of the inability to perform and take all necessary steps to bring about
performance as soon as practicable.
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1. STATE ENCUMBRANCE VERIFICATION 3. STATE AGENCY
Individual certifies that funds have been encumbered as
required by Minn. Stat. § 16A.15
By:
(with delegated authority)
Signed:
Title:
Date:
Date:
SWIFT Contract/PO No(s).
2. GRANTEE
The Grantee certifies that the appropriate person(s) have executed the grant
contract agreement on behalf of the Grantee as required by applicable articles,
bylaws, resolutions, or ordinances.
By:
Title:
Date:
By:
Title:
Date:
Distribution:
Agency
Grantee
State’s Authorized Representative
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Attachment A - Project Budget
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Grant Amount:
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Local Match:
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Project Scope
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Notes / Conditions
Project ComponentCost
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Mike Maher, Parks and Recreation Director
City of Fridley Date: 7/28/2023
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AGENDA REPORT
Meeting Date:September25,2023 Meeting Type:City Council
Submitted By:James Kosluchar, Public Works Director
Brandon Brodhag, Assistant City Engineer
Title
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Resolution No. 2023-114,ApprovingChange Order No. 1for the 53Avenue Roundabout Safety
Project No. ST2023-22
Background
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The attached resolution requests the City Council to approve Change Order No. 1 for the 53Avenue
Roundabout SafetyProject. Capital Investment Plan includes street
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rehabilitation and safety improvements on 53Avenue from Central Avenue (Trunk Highway 65) to
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1,200 feet to the west. The total project length is approximately a quarter mile. On 53Avenue, for this
portion of the roadway, it is shared between the City and the City of Columbia Heights. In addition to
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the pavement improvements proposed along 53Avenue, the project also includes safety
improvements including a continuous concrete safety barrier median to eliminateleft turning conflicts
and will provide access to and from adjacent businesses through a roundabout. The existing pavement
in this section would be removed and new travel lanes would be constructed through the roundabout.
The work is being performed under a contract with Forest Lake Contracting, Inc. of Forest Lake, MN.
The amount of this change order is $146,169.40. Total work included in Change Order No. 1would
increase the contract by 10.6%.
A summary of the changes is included below:
Roundabout Excavation-AsbestosAbatement Work (CO1.01CO1.04)
Planned construction excavation for the proposed roadbed revealed a buried rubble and debris field
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directly north of the existing 53
geotechnical engineering firm, and tested positive for asbestos.
The project contractor hireda Minnesota Department of Transportation (MnDOT)approved asbestos-
containing waste material contractor to haul and dispose of the hazardous waste. Braun Intertec
recommended a subgrade excavation to a depth enough to provide a minimum 4-foot buffer of clean
soil. The contractor removed and disposed all debris filled material within the project limits to a depth
of 4 feet. The utilities placed into the debris area required a minimum 2-foot buffer around the utility
and were backfilled with clean, debris free soil.In total an amount of 2,122.71 tons were hauled and
disposed of the hazardous waste (CO1.02)and a total of 1,117.22 cubic yards were excavated (CO1.03).
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
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A portion of bid item, Excavation Common, is included in the contaminated area and was no longer
disposed of as bid. As a result, the excavation common bid item is reduced (CO1.01). The additional
select granular borrow was used for the utility trench buffer zones and green space buffer zones. The
contractor brought in 450 cubic yards of select granular embankment (CO1.04).
The project schedule was set back a couple of weeks because of the process to remove the hazardous
waste, but the project contractor has been able to continue with the construction to substantially
complete the project by mid-October.
Financial Impact
Improvement Program (HSIP) Grant, the City of Columbia Heights through a cost-share project Joint
Powers Agreement, Minnesota State Aid Street funding, special assessments and Utility CIP funds
(water, sanitary sewer, and storm sewer).
Staff will be discussing with MnDOT whether some funding can be made available to offset this cost,
however at this time it appears that the required work will have to be funded from the municipal match.
For Fridley, this would come from our Street Reserve Fund.
Recommendation
Staff recommend the approval of Resolution No. 2023-114.
Focus on Fridley Strategic Alignment
X Vibrant Neighborhoods & Places Community Identity & Relationship Building
Financial Stability & Commercial Prosperity Public Safety & Environmental Stewardship
Organizational Excellence
Attachments and Other Resources
!Resolution No. 2023-114
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!Change Order No. 1 for the 53 Avenue Roundabout Safety Project No. ST2023-22
!Exhibit: Asbestos Contamination Area
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
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Resolution No. 2023-114
rd
Approving Change Order No. 1 for the 53 Avenue Roundabout Safety Project
No. 2023-22
rd
Whereas, the 53 Avenue Roundabout Safety Project (Project) is under contract with Forest Lake
Contracting, Inc. of Forest Lake, MN (the Contractor); and
Whereas, Project funding is provided by Highway
Safety Improvement Program (HSIP) Grant, the City of Columbia Heights through a cost-share
project Joint Powers Agreement, Minnesota State Aid Street funding, special assessments and
Utility Capital Improvement Program funds; and
Whereas, City staff directed changes to the Project quantities and items that are incorporated into
this change order which occurred due to unforeseen contaminated soils within the construction limits
of the Project; and
Whereas, accumulated work changes were desired by the City that modified the original contract
from $1,384,132 to $1,530,301.40 (a 10.6% increase).
Now, therefore be it resolved, that the City Council of the City of Fridley hereby approves Approval
rd
of Change Order No. 1 for 53 Avenue Roundabout Safety Project No. 2023-22 in the amount of
$146,169.40.
th
Passed and adopted by the City Council of the City of Fridley this 25 day of September,
2023.
_______________________________________
Scott J. Lund Mayor
Attest:
Melissa Moore City Clerk
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PublicWorksDepartment
Streets•Parks•Water•Sewer•Stormwater•Fleet•Facilities•Engineering
9/19/2023
Forest Lake Contracting, Inc.
14777 Lake Drive NE
Forest Lake, MN 55025
SUBJECT : Change Order No. 1 53rd Avenue Roundabout Safety Project No. ST2023-22
You are hereby ordered, authorized, and instructed to modify your contract for the above referenced project by including the
following items:
DESCRIPTION
ITEM NO.UNITSQUANTITYUNIT PRICECOST
CO1.01Excavation - Common (EV)CY-855.00$ 20.00$ (17,100.00)
CO1.02Haul & Disposal of Hazardous WasteTON2,122.71$ 40.00$ 84,908.40
CO1.03Subgrade ExcavationCY1,117.22$ 50.00$ 55,861.00
CO1.04Select Granular EmbankmentCY450.00$ 50.00$ 22,500.00
CHANGE ORDER NO. 1 TOTAL = $ 146,169.40
Original Contract Amount:$ 1,384,132.00
Prior Change Orders Approved:0.0%of Original Contract Amount
This Change Order:$ 146,169.4010.6%of Original Contract Amount
Proposed Contract Amount:$ 1,530,301.40
Submitted and approved by James Kosluchar, Director of Public Works, on the 25th Day of September, 2023
James P. Kosluchar, Director of Public Works
Approved and accepted this th day of , 2023 by Forest Lake Contracting, Inc.
Forest Lake Contracting, Inc Representative
Approved and accepted this th day of , 2023 by the City of Fridley
Scott Lund, Mayor
Walter T. Wysopal, City Manager
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2FT OF CLEAN SOIL BUFFER (UNDER ROADWAY PAVEMENT)
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AGENDA REPORT
Meeting Date:September 25, 2023 Meeting Type:City Council
Submitted By:Korrie Johnson, Assistant Finance Director
Title
Resolution No. 2023-115, Approving Gifts, Donations and Sponsorships Received BetweenAugust 19,
2023,and September 152023
Background
Each month, the City of Fridley (City) receives various donations and gifts to support City operations,
programs and projects. Pursuant to Minnesota Statute § 465.03, the City may accept these donations
and gifts for the benefit of residents. For specific donations or gifts, the donor may prescribe certain
requirements, such as for a specific activity or department.
Consistent with the abovementioned statute, staff prepared Schedule No. 1 (Exhibit A), which outlines
the various donations, gifts and/or sponsorships received by the City betweenAugust 19, 2023,and
September 15, 2023.To accept the same, the Council must adopt the attached resolution by a twothird
majority vote.
Lastly, for each donation, gift or sponsorship, staff ensure it meets an identified need, does not create a
quidproquo or longterm maintenance obligation, and the donor received an acknowledgment of
their gift through a letter or publication.
Financial Impact
Every donation benefits the City
Recommendation
Staff recommend the approval of Resolution No. 2023-115.
Focus on Fridley Strategic Alignment
Vibrant Neighborhoods &PlacesCommunity Identity &Relationship Building
X Financial Stability & Commercial ProsperityPublic Safety & Environmental Stewardship
Organizational Excellence
Attachments and Other Resources
Resolution No. 2023-115
Exhibit A: Schedule No. 1
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
51
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Resolution No. 2023-115
Approving Gifts, Donations and Sponsorships for the City of Fridley
Whereas, throughout the year the City of Fridley (City) receives various gifts and donations; and
Whereas, the City is sincerely grateful for the support it receives from an array of organizations
and individuals; and
Whereas, without this support, the continuation of different events or programs would be difficult
to sustain; and
Whereas, the attached schedule (Exhibit A) lists all of the donations and gifts received by various
City departments between August 19, 2023, and September 15 2023; and
Whereas, all of the items listed on the attached schedule (Exhibit A) are required to be accepted
by the City Council by a two-thirds majority vote; and
Whereas, all items have been determined to be donated free of any quid-pro-quo expectation
by the donor.
Now, therefore be it resolved, that the City Council of the City of Fridley hereby approves and
accepts the various donations, gifts and sponsorships made between August 19 2023, and
September 15 2023.
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
52
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270270101270101101101270270270270270270101270270270270270270101101270270270270407
270406270
270101
Fund
Schedule No. 1
$88.00$25.00$25.00$65.00$76.00$75.00$50.00$55.00
$127.00$145.04$100.00$295.00$100.00$295.00$184.00$100.00$102.00$700.00
$200.00$500.00
$7,500.00$1,500.00$1,000.00$1,500.00$1,000.00$4,000.00$7,000.00$1,500.00
$67,751.20$20,000.00$28,192.30
Value
$137,600.00
Amount/$281,850.54
Donor Name,
if not anonymous
Springbrook FoundationSpringbrook FoundationCoss Family Foundation (St. Paul & MN Foundation)Spring Lake Park LionsVariousMINCOFridley Lions ClubMINCOVariousJerrilynn BoehlandVariousVariousZoe
& Brett HildrethRoger & Barb Van BataviaTargetWal-MartVariousVariousBarbara & Stephen KondrickVariousShelly AlbersXcel Energy and International PaperVariousFridley Women of TodayFridley
Lions ClubVariousGregg & Theresa DillenburgVariousVariousSpringbrook Foundation Betty Ann AddisonScott HickokReport to Date Total
Program
Xcel grantGreen RoofDonation for Police K9 ExpensesDonation for Winterfest - KicksledsDonation Box ContentsDonation for "Nite to Unite" suppliesDonation for Winterfest - KicksledsDonation
for Fire Prevention ActivitiesDonation Box ContentsIndividual DonationDonation Box ContentsDonation Box ContentsGeneral DonationMemorial Donation for Dave KondrickDonation of Right
of Way at 53rdDonation for "Shop with a Cop" gift cardsMemorial Donation for Dave KondrickDonation Box ContentsMemorial Donation for Dave KondrickDonation Box ContentsMemorial Donation
for Jeanette OliverusSNCF Grant ReimbursementDonation Box ContentsSafety Camp - Helmet donationSafety Camp - PresentationDonation Box ContentsDonation Donation Box ContentsDonation
Box ContentsFireplace Donation at SNC Donation to SNCDonation toward band for 5 year anniversary
Department or Division SNCSNCPublic Safety - PoliceSNCSNCPublic Safety - PoliceParks & Recreation - Rec DivPublic Safety - FireSNCSNCSNCSNCSNCSNCPublic WorksPublic Safety - PoliceSNCSNCSNCSNCSNCSNCSN
CRECRECSNCSNCSNCSNCSNC SNCCommunity Development
Date
1/3/20233/1/20236/1/20238/9/2023
Received
9/6/20239/6/2023
1/17/20231/18/20231/25/20231/25/20232/28/20233/10/20233/16/20233/23/20234/10/20234/13/20234/13/20234/19/20234/28/20235/10/20235/12/20235/24/20235/25/20236/14/20236/23/20237/14/20238/18/2023
12/19/202212/22/202212/28/202212/30/202212/31/2022
Gifts, Donations, and Sponsorships - City of Fridley
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AGENDA REPORT
Meeting Date:September25,2023 Meeting Type:City Council
Submitted By:James Kosluchar, Public Works Director
Nic Schmidt, CivilEngineer
Title
Resolution No. 2023-117, ApprovingAmendment to Agreement for Construction Management
Services for Moore Lake Park Community Building and Site Improvements Project
Background
On September 26, 2022,the City Council approved an Agreement for Construction Management
Services for the MooreLake Park Community Building Project. Construction management services of
Kraus-Anderson (KA) were obtained based on a combination of their strong proposal and past successful
experienceson similar publicbuilding projects. As our construction advisor, KA has been responsible for
design input, cost estimating, constructability and phasing reviews, solicitation and review of bids,
contract and project management, contractor oversight, and construction quality management.
Moore Lake Park is in a highly visible location off Central Avenue and Highway 65.
Construction for the new community building and siteimprovements began in June 2023. The current
schedule for completion is this December (see attached).
Thisamendment is retroactive and is due to subsurface soil corrections, scope additionsandmaterial
delivery delays. (CM)services solely for the new
community building. Given the complexity of the projectand the other projects included in the Park
System Improvement Plan that are being constructed this season, city staff identified the need to include
oversight of thesite improvements. These improvements include new playground equipment, basketball
and pickleball courts, upgraded trail networks, flexible lawn spaces, paddle sport water access, lakeside
play area, parking areas and stormwater infrastructure.
costs. The original CM fee of $286,782 was calculated by using a $3 million cost for the building.
However, given the bids received, the proposed CM
fee is $405,941, an increase of 42%. Note this increase is also dependent on the project schedule going
froman original duration of five months to seven.
Delays to the overall project schedule are attributed to several reasons. The timing of the adjacent Anoka
County roundabout project at Central and Gardena Avenuehad a strict completion date. As such,
coordination of the park and County projects were paramount, and it impacted direct access for
construction of the park improvements. Another factor impacting the schedule was the discovery of
unsuitable soils beneath the new building. Soil corrections were necessary to ensure the building had a
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
54
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structurally sound foundation to build on. Additionally, there was a one month delay in delivery of a
critical building element, the structural insulated panels (SIPs), which comprise the building walls and
roof. SIP delivery delays are the result of changes to the design requirements affecting long-term
performance and product warranty that was discovered late in the design phase. The design
requirements added complexity to the project and resulted in longer review times during the shop
drawing review phase.
Although the project has experienced what we consider reasonable delays, KA has exhibited an
make up for lost time and are constantly looking for opportunities to improve on the schedule.
The Moore Lake Park project is a unique and exciting project for the City of Fridley and KA has proved
to be a great advisor during construction. The requested amendment to CM services corresponds
to increased scope and unforeseen delays as outlined above. If approved, the attached amendment
would be approved by both parties.
Financial Impact
Funding is provided by bond proceeds through the Capital Investment Program. Staff has realized
offsetting revenue and savings within the Parks System Implementation Plan this year to fund the
changes that are proposed.
Recommendation
Staff recommends the approval of Resolution No. 2023-117.
Focus on Fridley Strategic Alignment
X Vibrant Neighborhoods & Places X Community Identity & Relationship Building
Financial Stability & Commercial Prosperity X Public Safety & Environmental Stewardship
X Organizational Excellence
Attachments and Other Resources
!Resolution No. 2023-117
!Exhibit A Contract Amendment
!Exhibit B Project Schedule
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
55
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Resolution No. 2023-117
Approving Amendment to Agreement for Construction Management Services for Moore
Lake Park Community Building and Site Improvements Project
Whereas, on April 25, 2022, the City Council adopted Resolution No. 2022-36, which approves
the Park System Improvement Plan Final Report and authorizes staff to begin the implementation
phase of the Plan; and
Whereas, the Park System Improvement Plan provides funding for its implementation and
includes site improvements in Moore Lake Park; and
Whereas, on September 26, 2022, Council approved an Agreement for Construction Management
Services for the Moore Lake Park Community Building Project to Kraus-Anderson in the amount
of $286,782; and
Whereas, staff has directed additional work to improve the outcome of the project to include
additional park elements, addressing poor soils, and extending timelines for delivery of specific
components; and
Whereas, Kraus-Anderson has performed additional scope of work to include Construction
Management Services for the site improvements and for the above-directed changes;
Now, therefore be it resolved, that the City Council of the City of Fridley hereby approves the
Amendment to Agreement for Construction Management Services for the Moore Lake Park
Community Building and Site Improvements Project in the amount of $119,159 to Kraus-
Anderson. If approved, the contract amount shall be increased from $286,782 to $405,941.
th
Passed and adopted by the City Council of the City of Fridley this 25 day of September,
2023.
_______________________________________
Scott J. Lund Mayor
Attest:
Melissa Moore City Clerk
56
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AGENDA REPORT
Meeting Date:September 25, 2023 Meeting Type:City Council
Submitted By:Joe Starks, Finance Director/City Treasurer
Scott Hickok, Community Development Director
Title
Resolution No. 2023-118, Approving Issuance and Sale of Multifamily Housing Revenue Bonds (Moon
Plaza Project), Taxable Subseries 2023B-1-2
Background
TheCity of Fridley (City) previously issued conduit Multifamily Housing Revenue Bonds (Moon Plaza
Project)as was approved at the June 12 City Council Meeting. The bonds consisted of $25,835,000
Series 2023A, $14,810,000 Taxable Series 2023B (consisting of a Subseries 2023 B-1 and a Subseries
2023B-2) and $4,566,000 Taxable Series 2023C 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.
The City has received a proposal from Roers Fridley Apartments Owner II LLC, that the City issued its
Multifamily Housing Revenue Bonds, Taxable Subseries 2023B-1-2 Bonds (Taxable Trail) in a principal
amount notto exceed $12,500,000 to finance the refunding and redemption of the Subseries 2023B-
1-1 Bonds (Tax Credit Bridge), in accordance with the terms of the indenture of trust dated as of July
1, 2023 between the City and US Bank, as the trustee,and the loan agreement dated as of July 1, 2023
between the City and the borrower.
The transaction is simply a refinancing of conduit financing already issued and not an increase to the
original amount issued. There is no liability to the City and the full faith and credit of the City will not
be pledged to the payment of principal and interest on the Bonds. This refinancing was contemplated
in the documents at the time of the original closing in July.
Financial Impact
Thebonds do not constitute a debt of the Cityand the City will have no duty to make any payments
or pledge any security to the repayment of the bonds, both of which remain the responsibility of the
Borrower. Additionally, the Borroweris responsible for any costs(underwriting, legal, etc.)associated
with the issuance process. The issuance of the bonds will not affect the Citycredit rating and the
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
5:
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bonds are not subject to any applicable debt limits. Being this is a refinancing, there is not an
administrative issuance fee due to the City.
Recommendation
Staff recommend the approval of Resolution No. 2023-118.
Focus on Fridley Strategic Alignment
X Vibrant Neighborhoods & Places X Community Identity & Relationship Building
X Financial Stability & Commercial Prosperity Public Safety & Environmental Stewardship
Organizational Excellence
Attachments and Other Resources
!Resolution No. 2023-118
!Draft Refinancing Documents
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
61
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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
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--
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 ) between the Issuer and the Trustee,
and consented to by the Borrower, and a First Amendment to Loan Agreement between the
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Issuer and the Borrower, and consented to by the Trustee (the
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;
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(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.
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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
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FIRST AMENDMENT TO LOAN AGREEMENT
between
CITY OF FRIDLEY, MINNESOTA
and
ROERS FRIDLEY APARTMENTS OWNER II LLC
Dated as of September 1, 2023
This instrument was drafted by:
Taft Stettinius & Hollister LLP (CJC)
2200 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402-2157
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THIS FIRST AMENDMENT TO LOAN AGREEMENT, dated as of September 1, 2023,
between the CITY OF FRIDLEY, a municipal corporation organized and existing under the
Constitution and laws of the State of Minnesota (the Issuer), and ROERS FRIDLEY
APARTMENTS OWNER II LLC, a Minnesota limited liability company (the Borrower);
RECITALS:
1.!The Issuer and the Trustee previously entered into an Indenture of Trust dated as of
July 1, 2023 (the Original Indenture) pursuant to which the Issuer issued its (i) $25,835,000
Multifamily Housing Revenue Bonds (Moon Plaza Project), Series 2023A, (ii) $14,810,000
Multifamily Housing Revenue Bonds (Moon Plaza Project), Taxable Series 2023B (comprised of
the Subseries 2023B-1 Bonds (Tax Credit Bridge) and Subseries 2023B-2 Bonds (Taxable Tail)),
and (iii) $4,566,000 Multifamily Housing Revenue Bonds (Moon Plaza Project), Taxable Series
2023C; and
2.!The Issuer and the Borrower previously entered into a Loan Agreement dated as of
July 1, 2023 (the Original Loan Agreement), pursuant to which the Borrower agreed to make
loan repayments in amounts and at times that would be sufficient to pay when due the principal
of, premium, if any, and interest on the revenue bonds authorized under the Original Indenture;
and
3.!The Issuer and the Borrower, propose to issue additional bonds pursuant to the
Original Indenture as supplemented and amended by the First Supplemental Indenture, dated as of
the Borrower to (i) refund and redeem the outstanding principal balance of, and accrued interest
on, the Subseries 2023B-1-1 Bonds (as defined herein) and (ii) fund costs of issuance; and
4.!The Issuer and the Trustee, with the agreement of the Borrower, have entered into
a First Supplemental Indenture of Trust dated as of the date hereof (the First Supplemental
Indenture) providing for issuance by the Issuer of its $___________ Multifamily Housing
Revenue Bonds (Moon Plaza Project), Taxable Subseries 2023B-1-2; and
5.!Further, pursuant to Section 8.3 of the Original Indenture, the Issuer and the
Borrower desire to amend the Original Loan Agreement to provide for additional loan repayments
in amounts and at times which will be sufficient to pay when due the principal of, premium, if any,
and interest on the Subseries 2023B-1-2 Bonds (as defined herein) and to make certain other
changes to the Original Loan Agreement; and
6.!Upon the execution of this First Amendment to Loan Agreement, the Original Loan
Agreement shall be modified in accordance herewith, and this First Amendment to Loan
Agreement shall form a part of the Original Loan Agreement for all purposes and every Holder of
Bonds theretofore or thereafter authenticated and delivered under the Original Indenture shall be
bound thereby; and
7.!Capitalized terms used herein (unless otherwise defined herein) shall have the
meanings set forth in the Indenture.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto DO HEREBY AGREE as follows:
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ARTICLE I
RECITALS
Section 1.1. Recitals.
The second recital of the Original Loan Agreement is hereby amended in its entirety to
read as follows:
WHEREAS, the Issuer has determined that the public purposes set forth in the Act
will be furthered by the issuance, sale and delivery of its (i) $25,835,000 Multifamily
Housing Revenue Bonds (Moon Plaza Project), Series 2023A Bonds, (ii) $___________
Multifamily Housing Revenue Bonds (Moon Plaza Project), Taxable Series 2023B
(comprised of the Subseries 2023B-1 Bonds (Tax Credit Bridge) and Subseries 2023B-2
Bonds (Taxable Tail)), and (iii) $ 4,566,000 Multifamily Housing Revenue Bonds (Moon
Plaza Project), Taxable Series 2023C, pursuant to an Indenture of Trust (as amended,
modified or supplemented from time to time, the Indenture), dated as of July 1, 2023, by
and between the Issuer and U.S. Bank Trust Company, National Association, as trustee
(together with any successor trustee under the Indenture and their respective successors
and assigns, the Trustee), to make a loan or loans (the Loan) to the Borrower to provide
funds to finance the costs of the acquisition, construction and equipping of the Project (as
defined below), along with capitalized interest related to the Bonds; and
ARTICLE II
LOAN AND PROVISIONS FOR REPAYMENT
Section 2.1. Termination; Voluntary Prepayment and Redemption. Subparagraphs (b)
and (c) of Section 2.3 of the Original Loan Agreement are hereby deleted in their entirety and
replaced with the following:
(b) The Loan (and the Notes) may be prepaid by the Borrower, and the Bonds
shall be optionally redeemed pursuant to Section 2.12(a) of the Indenture, on any Interest
Payment Date on or after June 1, 2033 with respect to the Series 2023A Bonds, on any date
on or after September 1, 2023 with respect to the Subseries 2023B-1-1 Bonds, on any date
with respect to the Subseries 2023B-1-2 Bonds, on any Interest Payment Date on or after
June 1, 2038 with respect to the Subseries 2023B-2 Bonds, and on any Interest Payment
Date on or after June 1 2030 with respect to the Series 2023C Bonds, upon the payment of
the redemption price specified in Section 2.12(a) of the Indenture plus premium, if any,
and interest accrued thereon to, but not including, the date of redemption.
(c) Acceleration of the obligations of the Borrower hereunder upon an Event of
Default prior to June 1, 2033 with respect to the Series 2023A Bonds, September 1, 2023
with respect to the Subseries 2023B-1-1 Bonds, prior to Stabilization with respect to the
Subseries 2023B-1-2 Bonds, June 1, 2038 with respect to the Subseries 2023B-2 Bonds,
and June 1, 2030 with respect to the Series 2023C Bonds, shall constitute an evasion of the
prepayment provisions of this Agreement and any tender of payment of an amount
necessary to satisfy the entire indebtedness evidenced by this Agreement shall include an
acceleration premium, equal to the amount of interest which would have accrued on the
amount of Bonds scheduled to be Outstanding from the date of acceleration to, but not
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including, June 1, 2033 with respect to the Series 2023A Bonds, September 1, 2023 with
respect to the Subseries 2023B-1-1 Bonds, the Stabilization Date with respect to the
Subseries 2023B-1-2 Bonds, June 1, 2038 with respect to the Subseries 2023B-2 Bonds,
and June 1, 2030 with respect to the Series 2023C Bonds.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE BORROWER
Section 3.1. Validity and Binding Effect of Supplemental Documents. The following
new Section 5.26 is hereby added to the end of Article V of the Original Loan Agreement:
Section 5.26 Validity and Binding Effect of Supplemental Documents.
The First Amendment to Loan Agreement and the other Supplemental Documents
to which the Borrower is a party are the legal, valid and binding obligations of the
Borrower, enforceable against the Borrower in accordance with their respective terms,
subject to the application by a court of general principles of equity and to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar Legal
Requirement affecting creditors rights generally.
ARTICLE IV
GENERAL COVENANTS
Section 4.1. Reporting Requirements. Section 6.9(b) of the Original Loan Agreement is
hereby amended by deleting the first phrase in its entirety and replacing it with the following:
As soon as available and in any event within one hundred twenty (120) days with
respect to (i) and (ii) below and within ninety (90) days with respect to (iii) below, after
the close of each Fiscal Year of the Borrower:
Section 4.2. Payment of Indebtedness; Accounts Payable; Restrictions on Indebtedness.
Section 6.13 of the Original Loan Agreement is hereby amended by deleting subparagraph (d)
thereof in its entirety.
Section 4.3. Stabilization Shortfall. Section 6.36 of the Original Loan Agreement is
-
-1-
Section 4.4. Covenants for the Benefit of the Bank. The Original Loan Agreement is
hereby amended by adding a new Section 6.39 that reads as follows:
Section 6.39 Covenants for the Benefit of the Bank. The Borrower hereby
makes the following additional covenants for the benefit of the Bank, which shall apply
only so long as the Subseries B-1-2 Bonds remain Outstanding:
(a) The Project Revenue Account shall be held on deposit with the Bank
until such time as the Subseries 2023B-1-2 Bonds have been paid in full at maturity,
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redemption, or otherwise. Thereafter, the Project Revenue Account shall be held
on deposit with the Trustee.
(b) The Borrower will furnish or cause to be furnished to the Bank in
form satisfactory to the Bank and in such number of copies as the Bank may
reasonably require its business tax returns as soon as available, but in no event no
later than thirty (30) days after the applicable filing date for the tax reporting period
has ended. Such tax returns shall include all federal and other governmental tax
returns, including all statements, schedules, K-1s, and IRS Forms 8609, as prepared
by a certified public account.
(c) Except for distributions made on any date that is an Issue Date, the
Borrower shall make no distributions prior to the Stabilization Date.
(d) The Borrower shall provide to the Bank a new Certificate of
Beneficial Ownership, in form and substance acceptable to the Bank, when the
individual(s) to be identified as a Beneficial Owner have changed. Upon request,
the Borrower shall provide to the Bank confirmation of the accuracy of the
information set forth in the most recent Certificate of Beneficial Ownership
provided to the Bank and such other information and documentation as may be
reasonably requested by the Bank from time to time for purposes of compliance by
the Bank with applicable laws (including, without limitation, the PATRIOT Act
-money laundering rules and
regulations), and any policy or procedure implemented by the Bank to comply
therewith. With respect to this paragraph only,
the Borrower, each of the following: (a) each individual, if any, who, directly or
indirectly, owns 25% or more of the Borro
individual with significant responsibility to control, manage or direct the Borrower
substance acceptable to the Bank (as amended or modified by the Bank from time
to time in its sole discretion), certifying, among other things, the Beneficial Owner
of the Borrower.
(e) The Borrower shall deliver, or cause to be delivered to the Bank,
copies of all notices, reports, draw requests, funding requisitions, inspecting
architect reports, and other documents delivered to the Controlling Person pursuant
to the Loan Agreement and the other Bond Documents, including, without
limitation, a copy of each Requisition and all supporting documentation required in
connection with any advance of proceeds.
ARTICLE V
DEFAULTS AND REMEDIES
Section 5.1. Default Rate: Acceleration Premium. Section 7.8 of the Original Loan
Agreement is hereby deleted in its entirety and replaced with the following:
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Section 7.8 Default Rate; Acceleration Premium.
In the event there shall have occurred an acceleration of the obligations of the
Borrower hereunder following an Event of Default on or before June 1, 2033 with respect
to the Series 2023A Bonds, September 1, 2023 with respect to the Subseries 2023B-1-1
Bonds, the Stabilization Date with respect to the Subseries 2023B-1-2 Bonds, June 1, 2038
with respect to Subseries 2023B-2 Bonds, and June 1, 2030 with respect to the Series
2023C Bonds any tender of payment of an amount necessary to satisfy the indebtedness
evidenced by this Agreement shall include the acceleration premium set forth in Section
2.3(c) hereof. In addition, in the event that principal or interest payable hereunder is not
paid when due, there shall be payable on the amount not timely paid, interest at the Default
Rate until the unpaid amount, together with interest thereon, shall have been paid in full.
ARTICLE VI
CONSTRUCTION AND FUNDING OF ADVANCES
Section 6.1 Subsequent Advances. Section 9.13 of the Original Loan Agreement is
amended by adding a new paragraph (l) that reads as follows:
(l) While the Subseries B-1-2 Bonds remain Outstanding, the Bank shall have
the same authority as the Controlling Person to approve all Requisitions of proceeds from
the Series 2023B Bond Proceeds Subaccount of the Project Fund; provided, however, that
such approval may be provided to the Trustee by electronic mail.
ARTICLE VII
MISCELLANEOUS
Section 7.1. Exhibit A. Exhibit A of the Original Loan Agreement is hereby deleted
in its entirety and replaced with the Exhibit A attached to this First Amendment to Loan
Agreement.
Section 7.2 Schedule 3. Schedule 3 of the Original Loan Agreement is hereby deleted
in its entirety and replaced with the Schedule 3 attached to this First Amendment to Loan
Agreement.
Section 7.3. Binding Effect. This First Amendment to Loan Agreement shall inure to
the benefit of and shall be binding upon the Issuer, the Borrower, and the Trustee and their
respective successors and assigns.
Section 7.4. Invalidity. In the event any provisions of this First Amendment to Loan
Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such
holding shall not invalidate or render unenforceable any other provision hereof.
Section 7.5. Counterparts. This First Amendment to Loan Agreement may be
simultaneously executed in several counterparts, each of which shall be an original and all of which
shall constitute but one and the same instrument.
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Section 7.6. Limitation on Liability of Issuer. No agreements or provisions contained in
this First Amendment to Loan Agreement nor any agreement, covenant or undertaking by the
Issuer contained in any document executed by the Issuer in connection with the Project shall give
rise to any pecuniary liability of the Issuer or a charge against its general credit or taxing powers,
or shall obligate the Issuer financially in any way except with respect to the Security, and any
financial liability of the Issuer with respect to this First Amendment to Loan Agreement or the
Bonds shall be limited solely and exclusively to the Security. No failure of the Issuer to comply
with any term, condition, covenant or agreement herein shall subject the Issuer to liability for any
claim for damages, costs or other financial or pecuniary charge except to the extent that the same
can be paid or recovered from the Security; and no execution of any claim, demand, cause of action
or judgment shall be levied upon or collected from the general credit, general funds or taxing
powers of the Issuer.
Section 7.7. Full Force and Effect. Except as herein amended, all other terms and
provisions of the Original Loan Agreement, as originally executed, shall remain in full force and
effect as of the date hereof and govern the Bonds (including, without limitation, the
indemnification provisions in the Original Loan Agreement). The Issuer and the Borrower hereby
reaffirm that their respective representations in Article IV and Article V of the Original Loan
Agreement are true and accurate as of the date hereof; provided, however, that such
representations, to the extent such representations concern the Series 2023A Bonds, Series 2023B-
2 Bonds, or Series 2023C Bonds or any transactions related thereto, are reaffirmed as of the date
of the Original Loan Agreement.
Section 7.8. Electronic Signatures. Except as modified herein, all of the terms and to the
fullest extent permitted by applicable law and except for the certificate of authentication on the
Bonds (which must be manually signed by an authorized representative of the Trustee) and
instruments of transfer of the Bonds, the parties agree that the electronic signature of a party to
this Indenture shall be as valid as an original signature of such party and shall be effective to bind
such party to this First Amendment to Loan Agreement. For purposes hereof: (i) electronic
signature means a manually signed original signature that is then transmitted by electronic means
or a digital signature of an authorized representative of any party provided by AdobeSign or
DocuSign (or such other digital signature provider as specified by such party) in English and
(ii) transmitted by electronic means means sent in the form of a facsimile or sent via the internet
as a portable document format (pdf) or other replicating image attached to an electronic mail or
internet message, then such signature is a valid and binding signature of the authorized
representative of such party.
\[Rory Duggan to provide language for exercise of remedies in event of default and for
transfer other than a permitted transfer.\]
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IN WITNESS WHEREOF, the City of Fridley, Minnesota and Roers Fridley Apartments
Owner II LLC have caused this First Amendment to Loan Agreement to be executed in their
respective corporate names by their duly authorized officers, all as of the date first written above
and all pursuant to the authority granted in resolutions adopted by the City and the Borrower prior
to the date hereof.
CITY OF FRIDLEY, MINNESOTA
By:________________ ____________________
Mayor
By: ___________________________________
Administrator
Signature Page to First Amendment to Loan Agreement between
City of Fridley, Minnesota and Roers Fridley Apartments Owner II LLC
S-1
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ROERS FRIDLEY APARTMENTS OWNER II
LLC, a Minnesota limited liability company
By: Roers Fridley Apartments Managing Member II
LLC, a Minnesota limited liability company
Its: Managing Member
By: ________________________
Tom Cronin
Its: Authorized Signer
Signature Page to First Amendment to Loan Agreement between
City of Fridley, Minnesota and Roers Fridley Apartments Owner II LLC
S-2
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U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee under the
Indenture, hereby consents to the First Amendment to Loan Agreement.
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION
By: ____________________________________
Its: _________________________________
Signature Page to First Amendment to Loan Agreement between
City of Fridley, Minnesota and Roers Fridley Apartments Owner II LLC
S-3
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EXHIBIT A
FORM OF PROMISSORY NOTES
AFTER THE ENDORSEMENT AS HEREON PROVIDED AND PLEDGE OF THIS NOTE,
THIS NOTE MAY NOT BE ASSIGNED, PLEDGED, ENDORSED OR OTHERWISE
TRANSFERRED EXCEPT TO AN ASSIGNEE OR SUCCESSOR OF THE TRUSTEE IN
ACCORDANCE WITH THE INDENTURE, BOTH REFERRED TO HEREIN.
___________, 2023
FOR VALUE RECEIVED, Roers Fridley Apartments Owner II LLC, a limited liability
company duly formed and validly existing under the laws of the State of Minnesota (the
Borrower), by this promissory note hereby promises to pay to the order of the City of Fridley,
Minnesota (the Issuer) the principal sum of Twenty-Five Million Eight Hundred Thirty-Five
Thousand and no/100 Dollars ($25,835,000) \[_____ Million ________ Thousand and no/100
Dollars ($_________)\]\[Three Million Two Hundred Fifty Thousand and no/100 Dollars
($3,250,000)\]\[Four Million Five Hundred Sixty-Six Thousand and no/100 Dollars ($4,566,000)\]
together with interest on the unpaid principal amount hereof, from the Issue Date (as defined in
the Indenture referenced below) until paid in full, at a rate per annum equal to the rate of interest
borne by the Bonds (as hereinafter defined), and acceleration premium, if any, on the Bonds. All
such payments of principal, interest and acceleration premium, if any, shall be made in funds which
shall be immediately available on the due date of such payments and in lawful money of the United
States of America at the designated corporate trust office of U.S. Bank Trust Company, National
Association at 60 Livingston Avenue, St. Paul, Minnesota, 55107 or its successor as trustee under
the Indenture (the Trustee).
The principal amount and interest shall be payable on the dates and in the amounts set forth
on Schedule 3 of the Agreement (as hereinafter defined) and on such other dates, that principal
and redemption price of, and interest on the Bonds, and the acceleration premium, if any, are
payable, subject to prepayment as provided in the Indenture and the Agreement.
This promissory note one of the four Notes in the form attached to the Loan Agreement
as Exhibit A, dated as of July 1, 2023 (as the same may be amended, modified or supplemented
from time to time, the Agreement), between the Borrower and the Issuer, the terms, conditions
and provisions of which are hereby incorporated by reference.
This Note and the payments required to be made hereunder are irrevocably assigned,
without recourse, representation or warranty, and pledged to the Trustee under the Indenture of
Trust, dated as of July 1, 2023 (as the same may be amended, modified or supplemented from time
to time, the Indenture), by and between the Issuer and the Trustee, and such payments will be
made directly to the Trustee for the account of the Issuer pursuant to such assignment. Such
assignment is made as security for the payment of $\[25,835,000\]\[______\]\[3,250,000 \]\[4,566,000\]
in aggregate principal amount of the Issuers \[Multifamily Housing Revenue Bonds (Moon Plaza
Project), Series 2023A (the Series 2023A Bonds)\] \[Multifamily Housing Revenue Bonds (Moon
Plaza Project), Taxable \] Subseries 2023B-1-2 (Tax Credit Bridge) (the Subseries 2023B-1-2
Bonds\] \[Multifamily Housing Revenue Bonds (Moon Plaza Project), Taxable Subseries 2023B-
2 (Taxable Tail) (the Subseries 2023B-2 Bonds\] \[Multifamily Housing Revenue Bonds (Moon
A-1
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Plaza Project), Taxable Series 2023C (the Series 2023C Bonds\] or the Bonds), issued by the
Issuer pursuant to the Indenture. All the terms, conditions and provisions of the Indenture and the
Bonds are hereby incorporated as a part of this Note. The terms of Section 10.14 of the Loan
Agreement are hereby incorporated as if more particularly set forth herein.
Under certain circumstances, the Borrower may at its option and may be required to, prepay
all or any part of the amount due on this Note, together with accrued interest thereon, as provided
in the Agreement.
Presentation, demand, protest and notice of dishonor are hereby expressly waived by the
Borrower.
The Borrower hereby promises to pay reasonable costs of collection and reasonable
attorneys fees in case of an Event of Default on this Note, as set forth in the Agreement.
This Note shall be governed by, and construed in accordance with, the laws of the State of
Minnesota, without regard to conflict of laws principles.
All agreements between Borrower and Issuer, whether now existing or hereafter arising
and whether written or oral, are hereby limited so that in no contingency or event whatsoever,
whether by reason of demand or acceleration of the maturity hereof or otherwise, shall the interest
contracted for, charged, received, paid or agreed to be paid to Issuer exceed interest computed at
the Maximum Rate (as defined below). If, from any circumstance whatsoever, interest would
otherwise be payable to Issuer in excess of interest computed at the Maximum Rate, the interest
payable to Issuer shall be reduced to interest computed at the Maximum Rate; and if from any
circumstance Issuer shall ever receive anything of value deemed interest by applicable law in
excess of interest computed at the Maximum Rate, an amount equal to any excessive interest shall
be applied to the reduction of the principal hereof and not to the payment of interest, or if such
excessive interest exceeds the unpaid balance of principal hereof, such excess shall be refunded to
the Borrower. All interest paid or agreed to be paid to Issuer shall, to the extent permitted by
applicable law, be amortized, prorated, allocated, and spread throughout the full period until
payment in full of the principal (including the period of any renewal or extension hereof) so that
the interest hereon for such full period shall not exceed interest computed at the Maximum Rate.
This section shall control all agreements between Borrower and Issuer, and any successive holder
of this Note. The term Maximum Rate shall mean the highest lawful rate of interest applicable
to the loan transaction evidenced by this Note taking into account whichever of applicable federal
law or Minnesota law permits the higher rate of interest, and after also taking into consideration
all compensation deemed interest under applicable law.
\[Signature Pages to Follow\]
A-2
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ROERS FRIDLEY APARTMENTS OWNER II
LLC, a Minnesota limited liability company
By: Roers Fridley Apartments Managing Member II
LLC, a Minnesota limited liability company
Its: Managing Member
By: ________________________
________________________
Its: ________________________
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ENDORSEMENT
Pay to the order of U.S. Bank Trust Company, National Association without recourse, as
Trustee under the Indenture referred to in the within mentioned Indenture, as security for the
\[Series 2023\[A\]\[C\]\]\[Subseries 2023B-\[1-2\]\[2\]\] Bonds issued under such Indenture. This
endorsement is given without any warranty as to the authority or genuineness of the signature of
the maker of the Note.
CITY OF FRIDLEY, MINNESOTA
By: ____________________________________
Scott J. Lund
Mayor
By: ____________________________________
Walter T. Wysopal
City Manager
Dated:_________________, 2023
A-4
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SCHEDULE 3
SCHEDULE OF DEBT SERVICE PAYMENTS
\[See Attached\]
\[TO COME FROM PIPER AND BANK\]
Sch 3-1
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FIRST SUPPLEMENTAL
INDENTURE OF TRUST
Between
CITY OF FRIDLEY, MINNESOTA
And
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee
Dated as of September 1, 2023
$___________ City of Fridley, Minnesota Multifamily Housing Revenue Bonds
(Moon Plaza Project) Taxable Subseries 2023B-1-2
This instrument was drafted by:
Taft Stettinius & Hollister LLP (CJC)
2200 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402-2157
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THIS FIRST SUPPLEMENTAL INDENTURE OF TRUST, dated as of September 1,
2023, between the CITY OF FRIDLEY, a municipal corporation organized and existing under the
Constitution and laws of the State of Minnesota (the Issuer), and U.S. BANK TRUST
COMPANY, NATIONAL ASSOCIATION, as Trustee (the Trustee),
RECITALS
1. The Issuer and the Trustee previously entered into an Indenture of Trust dated as of
July 1, 2023 (the Original Indenture) pursuant to which the Issuer issued its (i) $25,835,000
Multifamily Housing Revenue Bonds (Moon Plaza Project), Series 2023A, (ii) $14,810,000
Multifamily Housing Revenue Bonds (Moon Plaza Project), Taxable Series 2023B (comprised of
the Subseries 2023B-1 Bonds (Tax Credit Bridge) and Subseries 2023B-2 Bonds (Taxable Tail)),
and (iii) $4,566,000 Multifamily Housing Revenue Bonds (Moon Plaza Project), Taxable Series
2023C; and
2. As permitted by Section 6.13(d) of the Loan Agreement (as defined herein), at the
request of Roers Fridley Apartments Owner II LLC, a Minnesota limited liability company
(together with its permitted successors and assigns, the Borrower), the Issuer and the Trustee are
entering into this First Supplemental Indenture of Trust (the First Supplemental Indenture)
pursuant to which the Issuer is issuing its $____________ Multifamily Housing Revenue Bonds
(Moon Plaza Project), Taxable Subseries 2023B-1-2 as additional bonds in order to refund and
redeem the outstanding principal balance of, and accrued interest on, the Subseries 2023B-1-1
Bonds (as defined herein); and
3. Upon the execution of this First Supplemental Indenture, the Original Indenture
shall be modified in accordance herewith, and this First Supplemental Indenture shall form a part
of the Original Indenture for all purposes and every Holder of Bonds theretofore or thereafter
authenticated and delivered thereunder shall be bound thereby; and
4. Capitalized terms used herein (unless otherwise defined herein) shall have the
meanings set forth in the Original Indenture, as supplemented hereby.
NOW THEREFORE, for and in consideration of the premises and the mutual covenants
hereinafter contained, the parties agree as follows:
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ARTICLE I
RECITALS
Section 1.1. RECITALS.
The second recital of the Original Indenture is hereby deleted in its entirety and replaced
with the following:
WHEREAS, the Issuer has determined to issue and sell its (i) $25,835,000
Multifamily Housing Revenue Bonds (Moon Plaza Project), Series 2023A,
(ii) $____________ Multifamily Housing Revenue Bonds (Moon Plaza Project), Taxable
Series 2023B comprised of the Subseries 2023B-1-2 Bonds (Tax Credit Bridge) and
Subseries 2023B-2 Bonds (Taxable Tail)), and (iii) $4,566,000 Multifamily Housing
Revenue Bonds (Moon Plaza Project), Taxable Series 2023C, for the purpose of (i)
financing and refinancing the cost of 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, expected to be known as Moon Plaza, to be located at
approximately 6257 University Avenue NE in the City (the Project), (ii) funding
capitalized interest, and (iii) funding costs of issuance, all pursuant to this Indenture and
the Loan Agreement, dated as of July 1, 2023, as amended, modified or supplemented from
time to time, including as amended by a First Amendment to Loan Agreement, dated as of
September1, 2023, by and between the Issuer and Roers Fridley Apartments Owner II LLC,
a limited liability company duly organized and validly existing under the laws of the State
of Minnesota (together with its permitted successors and assigns, the Borrower); and
ARTICLE II
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
Section 2.1 Definitions. (a) The following definitions contained in Section 1.1 of the
Original Indenture are hereby deleted in their entirety and replaced with the following:
Authorized Denomination means (i) $100,000, and increments of $5,000 in
excess of $100,000 with respect to the Series 2023A Bonds and the Series 2023C Bonds,
and increments of $1,000 in excess of $100,000 with respect to the Series 2023B Bonds,
but not in excess of the aggregate principal amount of Bonds then Outstanding and (ii) in
the case of any Additional Bonds of any series, the amounts designated as Authorized
Denominations in any supplemental indenture for the Additional Bonds.
Bonds means, collectively, the Series 2023A Bonds, the Series 2023B Bonds, the
Series 2023C Bonds, and any Additional Bonds.
Bond Coupon Rate means the lower of (i) (A) with respect to the Series 2023A
Bonds, 5.750%, (B) with respect to the Subseries 2023B-1-2 Bonds, initially 8.000%, up
to and including the Initial Mandatory Tender Date, and thereafter the applicable
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Remarketing Rate, (C) with respect to the Subseries 2023B-2 Bonds, 9.000%, (D) with
respect to the Series 2023C Bonds, initially 6.780% per annum as periodically reset in
accordance with the terms of the Series 2023C Bonds, or (E) with respect to any Additional
Bonds, the rate set forth in any supplemental indenture for the Additional Bonds; and (ii)
the Maximum Rate.
Completion Date means the date by which the construction Improvements must
achieve Final Completion, which is initially February 28, 2025; provided, however, that at
the request of the Borrower and with the prior written approval of the Controlling Person
and the Bank, the Completion Date may be extended one or more times for such periods
as the Controlling Person and the Bank may approve in their sole discretion, upon delivery
of such other information and funds as reasonably requested by the Controlling Person, the
Bank, or the Majority Owner. The approval of the Controlling Person and the Bank shall
not be unreasonably withheld, conditioned or delayed in connection with any reasonably
required extension of the Completion Date as a result of any Force Majeure event.
Guarantor means, collectively, Brian J. Roers, Kent J. Roers, Roers Companies
LLC, a Minnesota limited liability company, and Roers Companies Project Holdings LLC,
a Minnesota limited liability company, together with their respective heirs, executors,
personal and legal representatives and permitted successors and assigns; subject to any
limitations on liability set forth in the Bond Documents and Supplemental Documents.
Indenture means the Indenture of Trust dated as of July 1, 2023 between the
Issuer and Trustee, as supplemented by the First Supplemental Indenture, as it may be
further amended, modified, or supplemented from time to time.
Interest Payment Date means each June 1 and December 1, commencing
December 1, 2023, until the final Principal Payment Date of the Bonds, and for any
Additional Bonds, the dates established for the regularly scheduled payment of interest
thereon in any supplemental indenture for the Additional Bonds.
Issue Date means, with respect to the Series 2023A Bonds, Subseries 2023B-2
Bonds, and the Series 2023C Bonds, July 7, 2023, with respect to the Subseries 2023B-1-
2 Bonds, September __, 2023, and, with respect to any Additional Bonds, the dates on
which the applicable series of Bonds are issued and delivered to the purchaser or purchasers
thereof.
Loan Agreement means the Loan Agreement dated as of July 1, 2023 between
the Issuer and the Borrower, as supplemented by the First Amendment to Loan Agreement,
as it may be further amended, modified, or supplemented from time to time.
Mandatory Tender Date means (a) the Initial Mandatory Tender Date and (b) if
the Subseries 2023B-1-1 Bonds are Outstanding on the Initial Mandatory Tender Date or
on any subsequent Mandatory Tender Date and are remarketed pursuant to Section 2.16
hereof for a Remarketing Period that does not extend to the final maturity of the Subseries
2023B-1-1 Bonds, the day after the last day of the Remarketing Period.
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Mortgage.
Purchase Agreement means (a) with respect to the Series 2023A Bonds, the
Subseries 2023B-1-1 Bonds, the Subseries 2023B-2 Bonds and the Series 2023C Bonds,
the Bond Purchase Agreement, dated July 5, 2023 by and among the Issuer, the Borrower
and the Underwriter, relating to the initial sale thereof, (b) with respect to the Subseries
2023B-1-2 Bonds, the Placement Agreement, dated September \[__\], 2023 by and among
the Issuer, the Borrower, the Bank, and the Placement Agent, relating to the initial sale
thereof, and (c) with respect to any Additional Bonds, any bond purchase agreement by
and among the Issuer, the Borrower, and the underwriter or initial purchaser thereof,
relating to the initial sale thereof.
Record Date means with respect to each Interest Payment Date, the Trustees
close of business on the day before such Interest Payment Date occurs, regardless of
whether such day is a Business Day, and for interest payable on any Interest Payment Date
for Additional Bonds shall be the date established therefor in the supplemental indenture
for the Additional Bonds.
Remarketing Period means the period beginning on a Remarketing Date and
ending on the last day of the term for which Subseries 2023B-1-1 Bonds are remarketed
pursuant to Section 2.16 or the final Maturity Date of the Subseries 2023B-1-1 Bonds, as
applicable.
Remarketing Rate means the interest rate or rates established pursuant to Section
2.2(b) and borne by the Subseries 2023B-1-1 Bonds then Outstanding from and including
each Remarketing Date to, but not including, the next succeeding Remarketing Date or the
final Maturity Date of the Subseries 2023B-1-1 Bonds, as applicable.
Series 2023A Bonds means the City of Fridley, Minnesota Multifamily Housing
Revenue Bonds (Moon Plaza Project), Series 2023A, in the original principal amount of
$25,835,000, issued in accordance with the Original Indenture.
Series 2023B Bonds means the City of Fridley, Minnesota Multifamily Housing
Revenue Bonds (Moon Plaza Project), Taxable Series 2023B (comprised of the Subseries
2023B-1 Bonds and the Subseries 2023B-2 Bonds), in the original aggregate principal
amount of $__________, issued in accordance with the Original Indenture and the First
Supplemental Indenture.
Series 2023C Bonds means the City of Fridley, Minnesota Multifamily Housing
Revenue Bonds (Moon Plaza Project), Taxable Series 2023C, in the original aggregate
principal amount of $4,566,000, issued in accordance with the Original Indenture.
\[
Controlling Person that all of the conditions to achievement of Stabilization have been
satisfied; or (ii) June 1, 2026, which date may be extended for an additional six (6)
months or further extended at the request of the Borrower, with the prior written
consent of the Controlling Person and if the Subseries 2023B-1-2 Bonds are
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Outstanding, the Bank, to be granted or withheld in their sole but reasonable
discretion.\] \[Kevin McLain to confirm with Roers\]
Subseries 2023B-1 Bonds or Subseries B-1-2 Bonds means the refunding term
bonds of the Series 2023B Bonds, issued on September __, 2023, in the original principal
amount of $________, maturing on December 1, 2026.
Subseries 2023B-2 Bonds means the term bonds of the Series 2023B Bonds,
issued on July 7, 2023 in the original principal amount of $3,250,000, maturing on June 1,
2041.
(b) The definition of Series 2023B Subaccount of the Capitalized Interest Account is
hereby deleted in its entirety.
(c) The following definitions are hereby added to Section 1.1 of the Original Indenture:
Additional Bonds means any bonds issued in compliance with Section 2.18 of
this Indenture.
Bank means Alerus Financial, N.A. as the Holder of the Subseries B-1-2 Bonds,
and its successors and assigns.
First Amendment to Loan Agreement means the First Amendment to Loan
Agreement dated as of September 1, 2023, between the Issuer and the Borrower.
First Amendment to Mortgage means the First Amendment to Mortgage
Agreement dated as of September 1, 2023, between the Borrower and the Trustee.
First Supplemental Indenture means the First Supplemental Indenture of Trust
dated as of September 1, 2023, between the City and the Trustee.
Placement Agent means Piper Sandler & Co.
Master Guaranty Amendment means the Master Guaranty Amendment by the
Borrower, Roers Companies Project Holdings LLC, Roers Companies LLC, Brian J.
Roers, Kent J. Roers, and the Trustee, dated as of September 1, 2023.
Subseries 2023 B-1-1 Bonds means the term bonds of the Series 2023B Bonds,
issued on July 7, 2023, in the original principal amount of $11,560,000, maturing on June
1, 2041, and refunded in whole by the Subseries 2023B-1-2 Bonds on September __, 2023.
Subseries 2023B-1-2 Closing Memorandum means the closing memorandum or
settlement statement delineating the application of the proceeds of the Subseries 2023B-1-
2 Bonds and other moneys received by the Trustee on the Issue Date for the Subseries
2023B-1-2 Bonds.
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Subseries 2023B-1 Subaccount of the Capitalized Interest Account means the
subaccount of the Capitalized Interest Account of the Bond Fund created pursuant to
Section 4.1(a) hereof.
Subseries 2023B-2 Subaccount of the Capitalized Interest Account means the
subaccount of the Capitalized Interest Account of the Bond Fund created pursuant to
Section 4.1(a) hereof.
Supplemental Documents means, collectively, the Subseries 2023B-1-2 Bonds,
the First Supplemental Indenture, the First Amendment to Loan Agreement, the First
Amendment to Mortgage, the Investor Letter, the Master Guaranty Amendment, Deposit
Account Control Agreement, and the Purchase Agreement for the Subseries 2023B-1-2
Bonds, and all other agreements or instruments relating to, or executed in connection with
the issuance and delivery of the Subseries 2023B-1-2 Bonds, including all modifications,
amendments or supplements thereto.
ARTICLE III
THE SERIES 2023 BONDS
Section 3.1 Authorized Amount of Bonds. Section 2.1 of the Original Indenture is
hereby amended by deleting $45,211,000 and replacing it with $___________.
Section 3.2 Issuance of Bonds. Section 2.2(c) of the Original Indenture is hereby
amended by deleting July 7, 2023 and replacing it with their respective Issue Date.
Section 3.3 Interest Rate on Bonds. Sections 2.3(b) of the Original Indenture is hereby
amended by deleting all references to Subseries 2023B-1 Bonds and replacing them with
Subseries 2023B-1-1 Bonds.
Section 3.4 Delivery of Bonds. The following subsection (b2) is hereby added to
Section 2.7 of the Original Indenture:
(b2) The Subseries 2023B-1-2 Bonds, in the aggregate principal amount of
$____________ may forthwith upon the execution and delivery of the First Supplemental
Indenture, or from time to time thereafter, be executed by the proper officials of the Issuer
and delivered to the Trustee for authentication, and shall thereupon be authenticated and
delivered by the Trustee, but only upon receipt by the Trustee of the following:
(i) a resolution of the Issuer authorizing the execution and delivery of
the First Amendment to Loan Agreement and this First Supplemental Indenture and
the issuance and sale of the Subseries 2023B-1-2 Bonds; and
(ii) a resolution of the Borrower authorizing the execution and delivery
of the Supplemental Documents, and approving this First Supplemental Indenture
and the issuance and sale of the Subseries 2023B-1-2 Bonds; and
(iii) an original executed counterpart of the Supplemental Documents;
and
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(iv) Opinion(s) of Bond Counsel to the effect that this First
Supplemental Indenture, the First Amendment to Loan Agreement and the
Purchase Agreement have been duly authorized, executed and delivered by the
Issuer and are legal, valid and binding agreements of the Issuer, enforceable against
the Issuer in accordance with their terms; and
(v) Opinion(s) of Bond Counsel that the Subseries 2023B-1-2 Bonds
have been duly authorized and validly issued and that this Indenture creates a valid
lien on the Security; and
(vi) A Favorable Bond Counsel Opinion as required by Section 8.2 of
the Indenture; and
(vii) An opinion of Counsel for the Borrower to the effect that the
Supplemental Documents to which the Borrower is a party have been duly
authorized, executed and delivered by the Borrower and are legal, valid and binding
agreements of the Borrower, enforceable against the Borrower in accordance with
their terms, and such other opinions as are required by the Purchase Agreement or
reasonably requested by the Controlling Person; and
(viii) Executed copies of the Investor Letter signed by the initial
purchasers of the Subseries 2023B-1-2 Bonds; and
(ix) A pro forma title insurance policy or date-down endorsement
reasonably acceptable to the Controlling Person and the Bank; and
(x) Reliance letters for, or address of the opinions to, the Controlling
Person and the Bank of each of the opinions filed with the Trustee; and
(xi) Such other documents as may be required by the Issuer, Bond
Counsel or the Controlling Person, provided that the satisfaction of such requirement
is to be conclusively evidenced by delivery of the Subseries 2023B-1-2 Bonds by
the Issuer and by delivery of the opinion of Bond Counsel referred to in paragraph
(v) of this Section.
Section 3.5 Redemption of Bonds. (a) Section 2.12(a)(ii) of the Original Indenture is
hereby deleted in its entirety and replaced with the following:
(ii) (A) The Subseries 2023B-1-1 Bonds are subject to optional redemption by
the Issuer, at the direction of the Borrower, in whole but not in part at any time, upon not
less than thirty (30) days written notice to the Trustee, on or after September 1, 2023, at
par, plus accrued interest to (but not including) the date of redemption, and (B) the
Subseries 2023B-1-2 Bonds are subject to optional redemption by the Issuer at the direction
of the Borrower, in whole or in part, upon not less than thirty (30) days written notice to
the Trustee, on any date, at par, plus accrued interest to (but not including) the date of
redemption.
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(b) Section 2.12(b) of the Original Indenture is amended by adding a new subparagraph
(viii) that reads as follows:
(viii) The Subseries B-1-2 Bonds are subject to special mandatory
redemption, in whole, on the Stabilization Date at a redemption price of 100% of the
outstanding principal amount of such Bonds, together with interest accrued thereon to the
date fixed for redemption.
Section 3.6 Book-Entry System. Section 2.14 of the Original Indenture is hereby
deleted in its entirety and replaced with the following:
Section 2.14 Book-Entry System.
(a) On the Issue Date, a Bond for each of the Series 2023A Bonds, the Series
2023B-2 Bonds, the Series 2023C Bonds, and any Additional Bonds so designated (the
Book-Entry Bonds), in the aggregate principal amount of such Bonds and registered in
the name of the Securities Depository Nominee will be issued and deposited with the
Securities Depository and held in its custody or in the custody of the Trustee if the Book-
Entry Bonds are held pursuant to the DTC fast system. The Book-Entry System will be
maintained by the Securities Depository and the DTC Participants and Indirect Participants
and will evidence beneficial ownership of the Book-Entry Bonds in Authorized
Denominations, with registration of transfers of ownership effected on the records of the
Securities Depository, the DTC Participants and the Indirect Participants pursuant to rules
and procedures established by the Securities Depository, the DTC Participants and the
Indirect Participants. The principal of, premium and interest on each Bond shall be payable
to the Securities Depository Nominee or any other person appearing on the Register as the
registered Holder of such Bond or his/her registered assigns or legal representative at the
operations office of the Trustee. So long as the Book-Entry System is in effect, the
Securities Depository will be recognized as the Holder of the Book-Entry Bonds for all
purposes. Transfer of principal, premium and interest payments or notices to DTC
Participants and Indirect Participants will be the responsibility of the Securities Depository,
and transfer of principal, premium and interest payments or notices to Beneficial Owners
will be the responsibility of the DTC Participants and the Indirect Participants. No other
party will be responsible or liable for such transfers of payments or notices or for
maintaining, supervising or reviewing such records maintained by the Securities
Depository, the DTC Participants or the Indirect Participants. While the Securities
Depository Nominee or the Securities Depository, as the case may be, is the registered
owner of the Book-Entry Bonds, notwithstanding any other provisions set forth herein,
payments of principal, premium of and interest on the Book-Entry Bonds shall be made to
the Securities Depository Nominee or the Securities Depository, as the case may be, by
wire transfer in immediately available funds to the account of said Holder as may be
specified in the Register maintained by the Trustee or by such other method of payment as
the Trustee may determine to be necessary or advisable with the concurrence of the
Securities Depository.
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(b) If (i) the Securities Depository determines not to continue to administer a
Book-Entry System for the Book-Entry Bonds, or (ii) the Borrower, on behalf of the Issuer,
with the consent of the Controlling Person, elects to remove the Securities Depository, then
the Borrower, on behalf of the Issuer, with the consent of the Controlling Person, may
appoint a new Securities Depository and shall do so if the Controlling Person so directs.
(c) If (i) the Securities Depository determines not to continue to administer a
Book-Entry System for the Book-Entry Bonds or has been removed and the Borrower fails
to appoint a new Securities Depository, (ii) the Controlling Person or the Borrower, with
the consent of the Controlling Person (in the case of the Borrowers election), determines
that continuation of a Book-Entry System of evidence and transfer of ownership of the
Book-Entry Bonds would adversely affect the interests of the Beneficial Owners of the
Book-Entry Bonds or (iii) pursuant to the consent and direction of the Holders of 100% of
the principal amount of the Book-Entry Bonds Outstanding, the Book-Entry System will
be discontinued, in which case the Trustee and the Issuer will deliver, at the expense of the
Borrower, replacement Bonds in the form of fully registered certificates in Authorized
Denominations in exchange for the Outstanding Book-Entry Bonds as required by the
Trustee and the Beneficial Owners of the Book-Entry Bonds.
Section 3.7 Mandatory Tender of Subseries 2023B-1-1 Bonds. Section 2.15 of the
Original Indenture is hereby amended by deleting all references to Subseries 2023B-1 Bonds
and replacing them with Subseries 2023B-1-1 Bonds.
Section 3.8 Remarketing of Subseries 2023B-1-1 Bonds.
(a) Section 2.16 of the Original Indenture is hereby amended by deleting all references to
Subseries 2023B-1 Bonds and replacing them with Subseries 2023B-1-1 Bonds.
(b) Section 2.16(a) of the Original Indenture is hereby deleted in its entirety and replaced
with the following:
th
(a) No later than 11:00 a.m. Local Time on the 45 day prior to the Mandatory
Tender Date, the Borrower may give notice to the Remarketing Notice Parties by electronic
mail, confirmed on the same day in writing, that it elects to cause all or a portion of the
Subseries 2023B-1-1 Bonds to be remarketed and such notice shall be accompanied by a
certificate from the Controlling Person in accordance with Section 6.36 of the Loan
Agreement certifying that the ratio of Stabilized NOI for the three (3) consecutive months
ending two months prior to the Stabilization Date to the maximum principal and interest
payable in any three (3) consecutive months on the amount of Series 2023A Bonds and
Subseries 2023B-2 Bonds Outstanding plus the amount of Subseries 2023B-1-1 Bonds to
be remarketed equals or exceeds 1:15 to 1:00.
Section 3.9 Additional Bonds. The Original Indenture is hereby amended by adding a
new Section 2.18 that reads as follows:
Section 2.18 Additional Bonds. In addition to any Bonds Outstanding hereunder,
the Issuer, in its discretion, upon request of the Borrower, and the Trustee shall authenticate
and deliver, Additional Bonds that may be secured equally and ratably with any series of
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Outstanding Bonds, to (i) provide financing for improvements or additions to the Project,
and (ii) subject to applicable law, refund any Bonds then Outstanding. Any such
Additional Bonds shall be authorized by resolution of the Issuer and described in a
supplemental indenture executed by the Issuer and the Trustee and, when so issued,
authorized and described, shall be secured by this Indenture and the Security on a parity
with the applicable series of Bonds then Outstanding under this Indenture; provided, that
no such Additional Bonds shall be issued under the Indenture or secured by the Security
on a parity with any series of Outstanding Bonds unless the Trustee shall receive each of
the following:
(a) A written request from the Borrower requesting the issuance of such
Additional Bonds, stating that no default has occurred under the Loan Agreement
which has not been cured, or that such default will be cured or waived as a result
of the issuance of the Additional Bonds, and that all conditions precedent in this
Indenture and the Loan Agreement relating to the authentication and delivery of
such Additional Bonds and the Borrowers incurrence of additional Indebtedness
with respect thereto have been complied with; and
(b) A certified copy of all resolutions adopted and proceedings had by
the Issuer authorizing execution of a supplemental indenture setting forth the terms
of the Additional Bonds, and an amendment or supplement to the Loan Agreement,
if an amendment or supplement is proposed by the Borrower to be entered into in
connection with the issuance of the Additional Bonds and to the extent required to
provide for additional loan repayments sufficient to timely pay principal, premium,
if any, and interest on all Bonds to be Outstanding immediately after the issuance
of such Additional Bonds; and
(c) An executed counterpart of each of the supplemental indenture, the
amendment or supplement to the Loan Agreement, and each other Bond Document
related to the Additional Bonds (and with respect to the Notes related to the
Additional Bonds, endorsed without recourse by the Issuer to the Trustee); and
(d) Opinion(s) of Bond Counsel:
(i) stating that all conditions precedent provided in this
Indenture and the Loan Agreement relating to the authentication and
delivery of such Additional Bonds have been complied with;
(ii) stating that the Additional Bonds whose authentication and
delivery are then applied for, when issued and executed by the Issuer and
authenticated and delivered by the Trustee, will be the valid and binding
obligations of the Issuer in accordance with their terms and entitled to the
benefits of and secured by the lien of this Indenture, the Loan Agreement,
and the Mortgage or Subordinate Mortgage, equally and ratably, as
applicable, with all then Outstanding Bonds; and
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(iii) stating that the issuance of such Additional Bonds will not
affect the federal income tax treatment of any then unpaid Bonds, as
applicable; and
(e) An opinion of Counsel for the Borrower to the effect that the Bond
Documents related to the Additional Bonds to which it is a party have been duly
authorized, executed, and delivered by the Borrower and are legal, valid, and
binding agreements of the Borrower, enforceable against the Borrower in
accordance with their terms, and such other opinions as are required by the
Purchase Agreement or reasonably requested by the Controlling Person; and
(f) Executed copies of an Investor Letter signed by the initial purchaser
or purchasers of the Additional Bonds; and
(g) A pro forma title insurance policy or date down endorsement thereof
reasonably acceptable to the Controlling Person and, if the Subseries 2023B-1-2
Bonds are Outstanding, the Bank; and
(h) Reliance letters for, or address of the opinions to, the Controlling
Person and, if the Subseries 2023B-1-2 Bonds are Outstanding, the Bank, of each
of the opinions filed with the Trustee; and
(i) Such other documents as may be required by the Issuer, Bond
Counsel, or the Controlling Person, provided that the satisfaction of such
requirement is to be conclusively evidenced by delivery of the Additional Bonds
by the Issuer and by delivery of the opinion of Bond Counsel referred to in
paragraph (c) of this Section.
Any Additional Bonds shall be dated, shall bear interest at a rate or rates not
exceeding the Maximum Rate, if any, permitted by law, shall have stated maturities, and
may be subject to redemption prior to their stated maturities at such times and prices and
such terms and conditions as may be provided by the supplemental indenture authorizing
their issuance. As designated by the Borrower, with respect to the Loan Agreement, the
Mortgage, and the Subordinate Mortgage, as applicable, all Additional Bonds shall be
payable and secured equally and ratably and on parity with the applicable Outstanding
Bonds.
ARTICLE IV
FUNDS
Section 4.1 Establishment of Funds and Accounts; Applications of Proceeds of the
Bonds and Other Amounts.
(a) Section 4.1(a)(i)(D) is hereby deleted in its entirety and replaced with the following:
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(D) the Capitalized Interest Account (containing a Series 2023A
Subaccount of the Capitalized Interest Account, Subseries 2023B-1 Subaccount of
the Capitalized Interest Account, Subseries 2023B-2 Subaccount of the Capitalized
Interest Account, and Series 2023C Subaccount of the Capitalized Interest
Account); and
(b) Section 4.1(c)(v) is hereby deleted in its entirety and replaced with the following:
(v) $\[_______\], representing a portion of the proceeds of the Subseries
2023B-1-1 Bonds, shall be deposited in the Subseries 2023B-1 Subaccount of the
Capitalized Interest Account of the Project Fund, and $\[_______\], representing a
portion of the proceeds of the Subseries 2023B-2 Bonds, shall be deposited in the
Subseries 2023B-2 Subaccount of the Capitalized Interest Account of the Project
Fund; \[Should total $2,597,993.00.\]
(c) The following paragraphs (d) and (e) are hereby added to the end of Section 4.1 of
the Original Indenture:
(d) $___________ of proceeds of the Series 2023B-1-1 Bonds on deposit in the
Subseries 2023B-1 Subaccount of the Capitalized Interest Account of the Project Fund, on
the Issue Date of the Subseries 2023B-1-2 Bonds shall be transferred to the _________
Account of the Project Fund. \[Plus any other accounts as necessary.\]
(e) The net proceeds of the sale of the Subseries 2023B-1-2 Bonds
($____________) shall be applied as follows:
(i)!$_______________ shall be deposited in the Redemption Fund and applied
to the redemption of the Subseries 2023B-1-1 Bonds in full on the Issue
Date of the Subseries 2023B-1-2 Bonds;
(ii)!$______________ shall be deposited in the Series 2023B Bond Proceeds
Subaccount of the Bond Proceeds Account of the Project Fund; and
(iii)!$_____________ shall be deposited in the Costs of Issuance Account of the
Project Fund and applied to the costs set forth in the Subseries 2023B-1-2
Closing Memorandum.
Section 4.2 Bond Fund. Section 4.2(c) of the Original indenture is hereby deleted in its
entirety and replaced with the following:
(c) Only while the Subseries 2023 B-1-2 Bonds are Outstanding, the Project
Revenue Account shall be on deposit with the Bank, subject to the Deposit Account Control
Account. Upon payment in full of the Subseries 2023B-1-2 Bonds, whether by maturity,
redemption, or otherwise, the Borrower shall cause the Project Revenue Account to be
transferred to and deposited by the Trustee. Amounts in the Project Revenue Account of
the Bond Fund shall be (i) used to pay interest on the Bonds accruing up to and including
the Completion Date without submission of any Requisition in the event amounts on
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deposit in the Capitalized Interest Account of the Project Fund are insufficient for such
purpose on any Interest Payment Date up to and including the Completion Date, and (ii)
used for payment or reimbursement of Project Costs to the Borrower upon the receipt of a
fully executed Requisition approved in writing by the Controlling Person, in accordance
with the provisions of the Loan Agreement. Following the Stabilization Date, all remaining
amounts in the Project Revenue Account of the Bond Fund shall be applied to pay the
redemption price of Series 2023A Bonds pursuant to Section 2.12(b)(iii) hereof and, to the
extent not needed for such purpose, upon Stabilization, shall be paid to the Borrower upon
written approval of the Controlling Person and, if the Subseries 2023B-1-2 Bonds remain
Outstanding, the Bank. \[Subject to review of DACA.\]
Section 4.3 Project Fund. Section 4.3(d) of the Original Indenture is hereby deleted in
its entirety and replaced with the following:
(a) The Trustee shall and is hereby authorized to transfer funds from the
Taxable Subaccount of the Capitalized Interest Account to the Bond Fund to pay interest
on the Series 2023B Bonds and Series 2023C Bonds accruing up to and including the
Completion Date without submission of any Requisition. The Trustee shall transfer any
Surplus Bond Proceeds remaining in the Subseries 2023B-1 Subaccount of the Capitalized
Interest Account, Subseries 2023B-2 Subaccount of the Capitalized Interest Account, and
the Series 2023C Subaccount of the Capitalized Interest Account, after Final Completion
of the Project, to the Series 2023B-1 Bond Proceeds Subaccount, Subseries 2023B-2
Subaccount of the Capitalized Interest Account, and the Series 2023C Bond Proceeds
Subaccount, respectively, of the Project Fund to pay any remaining Project Costs. In the
event there are no remaining Project Costs, and no later than the Stabilization Date, the
Trustee shall transfer any remaining amounts to the Surplus Fund.
\[Rory Duggan to send language for amendments to Sections 6.2 and 6.4 on enforcement of
remedies\]
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ARTICLE V
SUPPLEMENTAL INDENTURES
Section 5.1 Supplemental Indentures. Section 8.1 of the Original Indenture is amended
by adding a new subparagraph (x) at the end of paragraph (a) that reads as follows:
(x) to permit the issuance of Additional Bonds in compliance with the
requirements of Section 2.18.
Section 5.2 Amendments to Indenture; Consent of Controlling Person, Majority Owner,
Holders and Borrower. Section 8.2 of the Original Indenture is amended by adding a new
paragraph (d) that reads as follows:
(d) Anything herein to the contrary notwithstanding, a supplemental indenture,
amendment or other document under this Article, while the Subseries 2023B-1-2 Bonds
are Outstanding, that results in the release of Collateral or the release of a Guarantor from
liability under the applicable guaranty, except as otherwise permitted thereunder, shall not
become effective unless and until the Bank shall have consented to the execution of such
supplemental indenture, amendment or other document. \[Subject to approval by
Ballard.\]
ARTICLE VI
MISCELLANEOUS
Section 6.1 Exhibit A. Exhibit A of the Original Indenture is hereby deleted in its
entirety and replaced with Exhibit A to this First Supplemental Indenture.
Section 6.2 Exhibit E. A new Exhibit E of the Original Indenture is hereby added in the
form of Exhibit B to this First Supplemental Indenture.
Section 6.3 Severability. In case any one or more of the provisions of this First
Supplemental Indenture shall, for any reason, be held to be illegal or invalid, such illegality or
invalidity shall not affect any other provisions of this First Supplemental Indenture and this First
Supplemental Indenture shall be construed and enforced as if such illegal or invalid provisions had
not been contained herein.
Section 6.4 No Personal Liability of Issuer Officials. No covenant or agreement
contained in this First Supplemental Indenture shall be deemed to be the covenant or agreement of
any official, officer, agent or employee of the Issuer in his or her individual capacity, and neither
the members of the Issuer nor any official executing this First Supplemental Indenture shall be
liable personally or be subject to any personal liability or accountability by reason thereof.
Section 6.5 Counterparts. This First Supplemental Indenture may be so executed in any
number of counterparts, each of which, when so executed and delivered, shall be an original; but
such counterparts shall together constitute but one and the same First Supplemental Indenture.
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Section 6.6 Electronic Signatures. Except as modified herein, all of the terms and To
the fullest extent permitted by applicable law and except for the certificate of authentication on the
Bonds (which must be manually signed by an authorized representative of the Trustee) and
instruments of transfer of the Bonds, the parties agree that the electronic signature of a party to
this Indenture shall be as valid as an original signature of such party and shall be effective to bind
such party to this First Supplemental Indenture. For purposes hereof: (i) electronic signature
means a manually signed original signature that is then transmitted by electronic means or a digital
signature of an authorized representative of any party provided by AdobeSign or DocuSign (or
such other digital signature provider as specified by such party) in English and (ii) transmitted by
electronic means means sent in the form of a facsimile or sent via the internet as a portable
document format (pdf) or other replicating image attached to an electronic mail or internet
message, then such signature is a valid and binding signature of the authorized representative of
such party.
Section 6.7 Conditions Precedent. All things have been done, including receipt of
consents pursuant to Section 6.13(d) of the Loan Agreement, that are necessary to make the
Subseries 2023B-1-2 Bonds herein authorized, when executed and issued by the Issuer and
authenticated and delivered hereunder, the valid obligations of the Issuer in accordance with their
terms, and to constitute this First Supplemental Indenture a valid contract for the security of the
revenue bonds herein authorized, in accordance with its terms.
Section 6.8 No Other Sections Modified. Except as modified herein, all of the terms and
conditions of the Original Indenture remain unchanged.
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IN WITNESS WHEREOF, the CITY OF FRIDLEY, MINNESOTA and U.S. BANK
TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, have caused this First
Supplemental Indenture of Trust to be executed in their respective corporate names by their duly
authorized officers, all as of the day and year first written above.
CITY OF FRIDLEY, MINNESOTA
By: ____________________________________
Mayor
By: ____________________________________
City Manager
Signature Page to First Supplemental Indenture of Trust between
City of Fridley, Minnesota and U.S. Bank Trust Company, National Association
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U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION,
as Trustee
By:
Name:
Its: ___________________________________
Signature Page to First Supplemental Indenture of Trust between
City of Fridley, Minnesota and U.S. Bank Trust Company, National Association
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Consented and Agreed to by:
ROERS FRIDLEY APARTMENTS OWNER II
LLC, a Minnesota limited liability company
By: Roers Fridley Apartments Managing Member II
LLC, a Minnesota limited liability company
Its: Managing Member
By: ________________________
Tom Cronin
Its: Authorized Signer
Signature Page to First Supplemental Indenture of Trust between
City of Fridley, Minnesota and U.S. Bank Trust Company, National Association
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EXHIBIT A
FORM OF SERIES 2023A BONDS AND SERIES 2023B BONDS
THIS BOND MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
HYPOTHECATED ONLY TO A QUALIFIED INSTITUTIONAL BUYER AND
ACCREDITED INVESTOR, OR A CUSTODIAL OR TRUST ARRANGEMENT OR
OTHER SECURITIZATION VEHICLE THE BENEFICIAL OWNERS OF WHICH ARE
REQUIRED TO BE ACCREDITED INVESTORS OR QUALIFIED INSTITUTIONAL
BUYERS, IN EACH CASE WITHOUT DELIVERY OF AN INVESTOR LETTER
EXCEPT FOR THE INITIAL PURCHASER WHO SHALL BE REQUIRED TO DELIVER
AN INVESTOR LETTER TO THE ISSUER
CITY OF FRIDLEY, MINNESOTA
MULTIFAMILY HOUSING REVENUE BONDS
(MOON PLAZA PROJECT)
\[$25,835,000 SERIES 2023A\]
\[$__________ TAXABLE SERIES 2023B (comprised of Subseries 2023B-1 (Tax Credit
Bridge) and Subseries 2023B-2 (Taxable Tail))\]
No. \[A\]\[B-1\]\[B-2\]R-_____
DATED DATE \[MANDATORY MATURITY BOND COUPON CUSIP NO.
TENDER DATE\] DATE RATE
\[July 7\] \[January 15, 2024\] \[June 1, 2041\] \[5.750\]% \[358413AB8\]
\[September __\], \[December 1, \[8.000\]% \[358413AC6\]
2023 2026\] \[9.000\]% \[358413AD4\]
\[Not Applicable\]
REGISTERED OWNER: \[CEDE & CO.\]\[______________________________\]
PRINCIPAL AMOUNT: \[Twenty-Five Million Eight Hundred Thirty-Five Thousand\]
\[_________ Million _________ Thousand\] \[Three Million Two
Hundred Fifty Thousand\] AND 00/100
($\[25,835,000\]\[________\]\[3,250,000\])
The CITY OF FRIDLEY, MINNESOTA (together with its successors and assigns, the
Issuer), a municipal corporation and a political subdivision, duly organized and validly existing
under the laws of the State of Minnesota (the State), for value received, hereby promises to pay
(but only out of the revenues and other assets pledged under the Indenture (hereinafter defined) to
the Registered Owner specified above or registered assigns (subject to any right of prior
redemption), (A) on each Principal Payment Date (as defined in the Indenture) and the Maturity
Date specified above and premium, if any, the applicable portion of the Principal Amount specified
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above, as provided in Schedule 3 of the Loan Agreement (defined below), and (B) interest thereon,
at the per annum Bond Coupon Rate specified above, payable on June 1 and December 1 of each
year, commencing December 1, 2023 to the person whose name appears on the registration books
on the day before such day (whether or not a Business Day) (a Record Date) and to pay any
other amounts as specified in the Indenture (hereinafter defined).
Payments in respect of the Book-Entry Bonds administered in the Book-Entry System
(including principal, premium and interest) will be made by wire transfer of immediately available
funds to the accounts specified by the Securities Depository. U.S. Bank Trust Company, National
Association, as trustee (the Trustee), will make all payments in respect of a certificated Bond
(including principal, premium and interest) by mailing a check to the registered address of each
Holder thereof; provided, however, that payments on a certificated Bond will be made by wire
transfer to an account maintained by the payee with a bank in the continental United States if such
Holder elects, at its expense, payment by wire transfer by giving written notice to the Trustee to
such effect designating such account no later than thirty (30) days immediately preceding the
relevant Record Date for payment (and otherwise complies with the reasonable requirements of
the Trustee).
Interest on this Bond shall be computed on the basis of a 360-day year, comprised of twelve
30 day months. Interest on the Bonds shall be computed from the most recent Interest Payment
Date to which interest has been paid or duly provided for or if no interest has been paid or provided
for, from the Issue Date, until and including the day prior to the next succeeding Interest Payment
Date. Interest on this Bond shall be payable in such coin or currency of the United States as at
time of payment is legal tender for payment of private and public debts, at the designated payment
office of the Trustee or its successor.
This Bond is one of an issue of duly authorized City of Fridley, Minnesota Multifamily
Housing Revenue Bonds (Moon Plaza Project), Series 2023\[A\]\[B-1\]\[B-2\] issued in the aggregate
principal amount of $\[25,835,000\]\[___________\]\[3,250,000\] (the Bonds), pursuant to and
secured under an Indenture of Trust, dated as of July 1, 2023 (as amended, modified or
supplemented from time to time, the Indenture), by and between the Issuer and the Trustee,
pursuant to the provisions of Minnesota Statutes, Chapters 462A, 462C, and 474A as amended
(the Act), the Issuer is empowered to issue its revenue bonds for the purpose of financing the
acquisition, construction, and equipping of a multifamily housing projects. All capitalized terms
not defined herein shall have the meanings set forth in the Indenture.
The proceeds of the Bonds were used for the purpose of making a mortgage loan pursuant
to a Loan Agreement, dated as of July 1, 2023 (as amended, modified or supplemented from time
to time, the Loan Agreement), by and between the Issuer and the Borrower, to finance the
acquisition, construction and equipping of a multifamily residential rental development located in
Fridley, Minnesota (the Project). The Borrowers payment obligations under the Loan
Agreement will be evidenced by the Note and secured by the Mortgage.
City of Fridley, Minnesota Multifamily Housing Revenue Bonds
Moon Plaza Project (Moon Plaza Project), Series 2023A\] \[City of Fridley, Minnesota Multifamily
Housing Revenue Bonds (Moon Plaza Project), Taxable Series 2023B\] \[City of Fridley,
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Minnesota Multifamily Housing Revenue Bonds (Moon Plaza Project), Taxable Series 2023C\]
issued in the principal amount of $\[SERIES \[\[A\]\[B\]\[C\] AMOUNT\] (the Series \[A\]\[\[B\]\[C\]
Bonds)
$\[SERIES \[\[A\]\[B\]\[C\] AMOUNT\] (the Series \[A\]\[\[B\]\[C\] Bonds)
Reference is hereby made to the Indenture and to all amendments and supplements thereto
for a description of the property pledged and assigned to the Trustee and of the provisions, among
others, with respect to the nature and extent of the security, the rights, duties and obligations of the
Issuer and the Trustee, the terms on which the Bonds are issued and secured, the manner in which
interest is computed on this Bond, mandatory and optional redemption rights, acceleration, the
rights of the Bondholders and the provisions for defeasance of such rights.
This Bond is subject to optional and mandatory redemption in whole or in part, on the
dates, under the terms and conditions and at the redemption prices set forth in the Indenture, all of
the provisions of which are, by this reference, incorporated into this Bond. Notice of redemption
shall be given in the manner set forth in the Indenture.
THE BONDS, THE PREMIUM, IF ANY, AND INTEREST HEREON ARE
LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY FROM CERTAIN
REVENUES AND RECEIPTS DERIVED FROM THE TRUST ESTATE AND AMOUNTS
TO BE RECEIVED THEREUNDER, WHICH PAYMENTS, REVENUES AND
RECEIPTS HAVE BEEN PLEDGED AND ASSIGNED TO THE TRUSTEE TO SECURE
PAYMENT OF THE BONDS. THE BONDS, THE PREMIUM, IF ANY, AND THE
INTEREST THEREON SHALL NOT BE DEEMED TO CONSTITUTE A DEBT OR A
PLEDGE OF THE FAITH AND CREDIT OF THE ISSUER, STATE OF MINNESOTA OR
ANY POLITICAL SUBDIVISION THEREOF. NEITHER THE STATE OF MINNESOTA
NOR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE ISSUER SHALL
BE OBLIGATED TO PAY THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST
ON THE BONDS OR OTHER COSTS INCIDENT THERETO EXCEPT FROM THE
REVENUES AND RECEIPTS PLEDGED THEREFOR, AND NEITHER THE FAITH
AND CREDIT OF THE ISSUER, THE STATE OF MINNESOTA OR ANY POLITICAL
SUBDIVISION OF THE STATE OF MINNESOTA, NOR THE TAXING POWER OF THE
STATE OF MINNESOTA OR ANY POLITICAL SUBDIVISION THEREOF, IS
PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR
INTEREST ON THE BONDS OR OTHER COSTS INCIDENT THERETO. THE ISSUER
HAS NO TAXING POWER.
The registered owner of this Bond shall have no right to enforce the provisions of the
Indenture or to institute action to enforce the covenants therein, or to take any action with respect
to any event of default thereunder, or to institute, appear in or defend any suit or other proceeding
with respect thereto, except as provided in the Indenture.
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By its purchase of this Bond, the registered owner hereof agrees to the appointment of the
Controlling Person by the Majority Owner, as provided in the Indenture, and authorizes the
Controlling Person to perform such duties afforded to the Controlling Person on behalf of the
Bondholder as provided in the Bond Documents.
Modifications or alterations of the Indenture or of any indenture supplemental thereto may
be made only to the extent and in the circumstances permitted by the Indenture.
This Bond may be exchanged, and its transfer may be effected, only by the registered owner
hereof in person or by his attorney duly authorized in writing at the designated corporate trust
office of the Trustee, but only in the manner and subject to the limitations provided in the
Indenture. Upon exchange or registration of such transfer a new registered bond or bonds of the
same series, maturity and interest rate and of an Authorized Denomination or Authorized
Denominations for the same aggregate principal amount will be issued in exchange therefor.
The Issuer and the Trustee may deem and treat the person in whose name this Bond shall
be registered on the bond register, as the absolute owner hereof for the purpose of receiving
payment of or on account of principal hereof and interest due hereon and for all other purposes
and neither the Issuer nor the Trustee shall be affected by any notice to the contrary.
All acts, conditions and things required by the laws of the State to exist, happen and be
performed precedent to and in the execution and delivery of the Indenture and the issuance of the
Bonds do exist, have happened and have been performed in due time, form and manner as required
by law.
Neither the trustees, officers, agents, employees or representatives of the Issuer nor any
person executing the Bonds shall be personally liable hereon or be subject to any personal liability
by reason of the issuance hereof, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty, or otherwise, all such liability being expressly
released and waived as a condition of and in consideration for the execution of the Indenture and
the issuance of the Bonds.
This Bond shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose unless the Trustee shall have executed the Certificate of Authentication appearing
hereon.
IT IS HEREBY CERTIFIED, RECITED AND REPRESENTED that the issuance of this
Bond is duly authorized by law; that all acts, conditions and things required to exist and to be done
precedent to and in the issuance of this Bond to render the same lawful and valid have been
properly done and performed and have happened in regular and due time, form and manner as
required by law; and that all acts, conditions and things necessary to be done or performed by the
Issuer or to have happened precedent to or in the execution and delivery of the Indenture have been
done and performed and have happened in regular and due form as required by law.
\[The remainder of this page is left blank intentionally\]
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IN WITNESS WHEREOF, the Issuer has caused this Bond to be executed in its name by
the manual or facsimile signatures of its Mayor and City Manager all as of the Dated Date hereof.
CITY OF FRIDLEY, MINNESOTA
By:
Mayor
By:
City Manager
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CERTIFICATE OF AUTHENTICATION
This is to certify that this Bond is one of the Bonds referred to in the within mentioned
Indenture.
Date of Authentication: _______________.
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By: ____________________________________
Authorized Signatory
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ASSIGNMENT FOR TRANSFER
FOR VALUE RECEIVED, the undersigned, hereby sells, assigns and transfers unto
_____________________________________________________________ (Tax Identification
or Social Security No. _________________________) the within bond and all rights thereunder,
and hereby irrevocably constitutes and appoints ____________________________________
attorney to transfer the within bond on the books kept for registration thereof, with full power or
substitution in the premises.
____________________________________ ______________________________________
Date: Signature
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a NOTICE: The signature to this assignment must
signature guarantor institution that is a correspond with the name of the registered owner
participant in a nationally recognized signature of the within bond as it appears on the face hereof
guarantor program. in every particular, without alteration or
enlargement or any change whatever, and the
Social Security number or federal employer
identification must be supplied.
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EXHIBIT B
EXHIBIT D
FORM OF INVESTOR LETTER FOR SUBSERIES B-1-2 BONDS
\[FINAL FORM TO BE ADDED FROM PLACEMENT AGENT AGREEMENT\]
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Third Draft
September 18, 2023
This instrument was drafted by
and when recorded, return to:
Ballard Spahr LLP (BWJ)
2000 IDS Center
80 South Eighth Street
Minneapolis, MN 55402
FIRST AMENDMENT TO MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS
AND FIXTURE FINANCING STATEMENT
between
ROERS FRIDLEY APARTMENTS OWNER II LLC,
Mortgagor,
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
Mortgagee and Trustee
Dated _____________ 2023
The aggregate maximum principal indebtedness secured by the Original Mortgage (defined herein) as
amended by this First Amendment to Mortgage, Security Agreement, Assignment of Rents and Fixture
\[______\].
This First Amendment to Mortgage is not subject to registry tax under Minnesota Statutes, Section 287.035
and Section 287.05, subdivision 2 on the additional secured amount of $\[_______\].
THIS FIRST AMENDMENT TO MORTGAGE IS EXEMPT FROM MORTGAGE REGISTRY TAX IMPOSED
BY MINNESOTA STATUTES, SECTION 287.035 PURSUANT TO MINNESOTA STATUTES, SECTION
287.04(6)
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FIRST AMENDMENT TO MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF
RENTS AND FIXTURE FINANCING STATEMENT
This First Amendment to Mortgage, Security Agreement, Assignment of Rents and Fixture
Financing Statement, dated as of \[September 1\], 2023 Amendment to Mortgage
Mortgage, Security Agreement, Assignment of Rents and Fixture Financing Statement, dated as of July 1,
2023 Original First Amendment to Mortgage filed
in the office of the Anoka County Recorder on July 7, 2023, as Document No. 2394031.003, as assigned
that certain Assignment of Mortgage, dated July 1, to the Trustee
(defined herein), is executed and delivered by ROERS FRIDLEY APARTMENTS OWNER II LLC, a
Minnesota limited liability company Mortgagor
to U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association
(together with its successors and permitted assigns, the Mortgagee). Each capitalized word
or term used as a defined term but not otherwise defined herein has the meaning assigned to it in the Original
Mortgage.
WITNESSETH:
1.!At the request of the Mortgagor, the Issuer and the Trustee are entering into a First
which amends the Indenture (as defined in the Original Mortgage), pursuant to which the Issuer will issue
its Multifamily Housing Revenue Bonds (Moon Plaza Project), Taxable Subseries 2023B-1-2 (the
-1-\[12,000,000\], as additional bonds to
finance the Refunding Project (as defined below).
2.!Under the terms of a First Amendment to Loan Agreement, dated as of September 1, 2023
or, which amends the
Loan Agreement (as defined in the Original Mortgage), the Issuer will loan the proceeds of the Subseries
2023B-1-2 Bonds to the Mortgagor to be applied to (i) refund the outstanding principal amount of, and
accrued interest on, the Series 2023B-1 Bonds (as defined in the Original Subordinate Mortgage), and
(ii) fund costs of issuance of the Series 2023B-1-2 Bonds .
3.!The principal amount secured by this Mortgage has increased from $40,645,000 to
$\[________\]. The Mortgagor and Mortgagee acknowledge that the Mortgagor is receiving $\[_______\] in
excess of the amount of the maximum indebtedness under the Original Mortgage, which, pursuant to
Minnesota Statutes, Section 287.01(6), is not subject to Mortgage Registry Tax imposed by Minnesota
Statutes, Section 2870.35.
4.!The only amendments to the Original Mortgage to be made by this First Amendment to
Mortgage is to increase the principal amount of indebtedness to be secured by the Mortgage and to amend
the definition of Permitted Encumbrances to provide for the recording of the Declaration (as defined herein)
Redevelopment Agreement, which Declaration provides that the Project will not become exempt from
property tax exemption prior to December 1, 2050. The Mortgagor is not adding any property in addition
to the property listed on Exhibit A hereto to the lien of the Mortgage or making any other amendments
thereto.
5.!In connection with the increase of the principal amount of indebtedness secured by the
Mortgage and the recording of the Declaration, the Mortgagor and Trustee desire to amend the Original
Mortgage pursuant to this First Amendment to Mortgage.
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Section 1. Amendment to Original Mortgage.
A.!All references to the ubseries 2023B-
and -1-2
B.!All references to $14,810,000 as the aggregate principal amount of the Series
2023B Bonds shall be deleted and replaced with $\[_________\].
C.!All references to the maximum indebtedness or maximum principal amount in the
amount of $40,645,000 shall be deleted and replaced with $\[_________\].
D. A
E. Section 3.2 is hereby amended as follows and EXHIBIT B is hereby amended as
set forth in EXHIBIT B attached hereto. Additions to the original language are indicated
by a double underline and deletions are indicated with a strikethrough.
Section 3.2 Permitted Encumbrances.
mean, with respect to the Mortgaged Property, the following:
(a) liens for taxes, levies, assessments, utility rents, rates and charges,
licenses or permits or other impositions, provided that in each case the same shall
either (i) not be due and payable; (ii) not be delinquent to the extent that penalties
for nonpayment may then be assessed, or the Mortgaged Property or any portion
thereof, shall then be subject to forfeiture or (iii) be a lien, the amount or validity
of which is being contested in good faith by the Mortgagor in accordance with the
Loan Agreement Impositions (as defined in the Indenture) not yet due and payable
or being contested in good faith and by appropriate proceedings promptly initiated
and diligently conducted if such proceedings do not in the opinion of the
Controlling Person (as defined in the Indenture) involve the risk of the sale,
forfeiture or loss of the property subject to such lien or interfere with the operation
of the Project, and provided that the Mortgagor shall have established a reserve or
made other appropriate provision, if any, as shall be required by the Controlling
Person, and any foreclosure, distraint, sale or other similar proceedings shall have
been effectively stayed;
(b)
lien is not yet due or the amount or validity of the lien shall be contested in good
faith by the Mortgagor in accordance with the Loan Agreement statutory liens of
landlords and liens of carriers, warehousemen, mechanics and materialmen
incurred in the ordinary course of business for sums not yet due or being contested
by appropriate proceedings promptly initiated and diligently conducted if (1) such
proceedings do not in the opinion of the Controlling Person involve the risk of the
sale, forfeiture or loss of the property subject to such lien or interfere with the
operation of the Project, and provided (2) such liens have been bonded or the
Mortgagor shall have established a reserve or made other appropriate provision, if
any, as shall be required by the Controlling Person;
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(c) financing statements naming the Issuer or the Mortgagor as debtor
and naming the Issuer or the Mortgagee as secured party, filed to perfect the
security interests granted by the Indenture, the Loan Agreement, and this
Mortgage;
(d) rights of the United States or any state or political subdivision
thereof (which for purposes of this definition shall include any taxing or
improvement district), or other public or governmental authority or agency, to take,
use or control property or to terminate any right, power, franchise, grant, license
or permit previously in force;
(e) any leases, subleases, transfers, or assignments permitted under
the Loan Agreement;
(f) the pendency or filing of any application or proceedings seeking
to annex or rezone the Mortgaged Property or any portion thereof, or to include it
in any political subdivision;
(g) those liens, encumbrances, easements, servitudes, licenses, rights-
of-way described in EXHIBIT B attached hereto; and
(i) such minor defects, irregularities, encumbrances, and clouds on
title as normally exist with respect to property similar in character to the Mortgaged
Property and as do not, in the opinion of Independent Counsel delivered and
addressed to the Trustee, materially impair the property affected thereby for the
purposes of the Mortgaged Property.
F. The first sentence of Section 5.4 is hereby amended as follows. Additions to the
original language are indicated by a double underline and deletions are indicated with a
strikethrough.
Except as provided in Section 4.5 hereof and Article XII of herein or in the
Indenture, this Mortgage may not be amended.
Section 2. Full Force and Effect. The Original Mortgage is hereby amended to the extent
provided in this First Amendment to Mortgage and, except as specifically provided herein, the Original
Mortgage shall remain in full force and effect in accordance with its terms.
Section 3. Miscellaneous. This First Amendment to Mortgage may be signed in any number
of counterpart copies, but all such copies shall constitute one and the same instrument. This First
Amendment to Mortgage shall be governed by the laws of the State of Minnesota.
(The remainder of this page is intentionally left blank.)
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IN WITNESS WHEREOF, the Mortgagor has executed this First Amendment to Mortgage,
Security Agreement, Assignment of Rents and Fixture Financing Statement as of the date first above
written.
MORTGAGOR:
ROERS FRIDLEY APARTMENTS OWNER II LLC,
a Minnesota limited liability company
By: Roers Fridley Apartments Managing Member II LLC,
a Minnesota limited liability company
Its: Managing Member
By: _____________________________________
Name: Tom Cronin
Its: Authorized Signer
STATE OF MINNESOTA )
)ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this ________ day of ________________,
2023, by Tom Cronin, the Authorized Signer of Roers Fridley Apartments Managing Member II LLC, a
Minnesota limited liability company, on behalf of the Mortgagor.
_____________________________________________
Notary Public
(SEAL)
(Signature page to First Amendment to Mortgage, Security Agreement, Assignment of Rents and Fixture
Financing Statement re City of Fridley, Minnesota Multifamily Housing Revenue Bonds
(Moon Plaza Project), Series 2023A/B)
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MORTGAGEE AND TRUSTEE:
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, a national banking association
By:
Name: _______________________________________
Its: __________________________________________
STATE OF MINNESOTA )
) ss.
COUNTY OF ______________ )
The foregoing instrument was acknowledged before me this _____ day of ________________,
2023, by ____________________________________, the _____________________________ of U.S.
Bank Trust Company, National Association, a national banking association named as Mortgagee and
Trustee in the foregoing instrument, on behalf of said national banking association.
Notary Public
(SEAL)
(Signature page to First Amendment to Mortgage, Security Agreement, Assignment of Rents and Fixture
Financing Statement re City of Fridley, Minnesota Multifamily Housing Revenue Bonds
(Moon Plaza Project), Series 2023A/B)
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EXHIBIT A
LEGAL DESCRIPTION OF REAL PROPERTY
The real property situated in the City of Fridley, County of Anoka, State of Minnesota, described as follows:
Lot 1, Block 1, University Redevelopment Second Addition.
A-1
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EXHIBIT B
PERMITTED ENCUMBRANCES
1.!Rights of tenants in possession as tenants only under unrecorded leases.
2.!The lien of all taxes payable in the year 2023 and subsequent years, a lien not yet due and payable.
3.!Public utilities easements over the Land in favor of the City of Fridley, as created in Document
Nos. 259457 and 259458.
4.!Any rights, interests, or claims which may exist or arise by reason of the following facts shown on
the Certificate of Survey by Max L. Stanislowski of Loucks, dated September 15, 2022, as revised
June 26, 2023.
5.!Terms and conditions of City of Fridley Ordinance No. 1405, amending the zoning code, filed
January 27, 2023 as Document No. 2384555.004.
6.!Terms and conditions of City of Fridley Resolution No. 2023-07, approving a comprehensive plan
amendment, filed February 21, 2023 as Document No. 2385765.001.
7.!Regulatory Agreement, dated as of July 1, 2023, between the City of Fridley, Minnesota, U.S. Bank
Trust Company, National Association, and Roers Fridley Apartment Owner II LLC, filed July 7,
2023 as Document No. 2394031.02.
8.!Subordinate Mortgage, Security Agreement, Assignment of Rents and Fixture Financing
Statement, dated as of July 1, 2023, by Roers Fridley Apartments Owner II LLC, for the benefit of
the City of Fridley, Minnesota, securing the principal amount of the Series 2023C Bonds in the
principal amount of $4,566,000, filed July 7, 2023 as Document No. 2394031.005.
9.!Assignment of Mortgage, dated as of July 1, 2023, by City of Fridley, Minnesota, to U.S. Bank
Trust National Association, securing the principal amount of the Series 2023C Bonds in the
principal amount of $4,566,000, filed July 7, 2023 as Document No. 2394031.006.
10.!Declaration of Restrictive Covenants and Prohibition Against Tax Exemption, dated as of July 1,
2023, by the Mortgagor filed in the Office of the Registrar of Titles of Anoka County, Minnesota
as Document No. _______.
DMFIRM #408337893 v3
A-1
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Ballard Draft September 18, 2023
PLACEMENT AGREEMENT
BETWEEN
CITY OF FRIDLEY, MINNESOTA,
the Issuer,
ROERS FRIDLEY APARTMENTS OWNER II LLC,
the Borrower,
PIPER SANDLER & CO.,
the Placement Agent
AND
ALERUS FINANCIAL, N.A.,
as Purchaser
Dated \[September__\], 2023
Relating to:
$\[12,000,000\]
City of Fridley, Minnesota
Multifamily Housing Revenue Bonds
(Moon Plaza Apartments)
Taxable Subseries 2023B-1-2
This instrument was drafted by:
Ballard Spahr LLP (BWJ)
2000 IDS Center
Minneapolis, MN 55402
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$\[12,000,000\]
City of Fridley, Minnesota
Multifamily Housing Revenue Bonds
(Moon Plaza Apartments)
Taxable Subseries 2023B-1-2
PLACEMENT AGREEMENT
\[September __\], 2023
Roers Fridley Apartments Owner II LLC City of Fridley, Minnesota
c/o Roers Companies. Fridley, MN
Plymouth, MN
Alerus Financial, N.A.
Minneapolis, MN
Ladies and Gentlemen:
placement of the Subseries 2023B-1-2 Bonds (as defined below), being issued by the City of Fridley,
Minnesota At the request of Roers Fridley Apartments Owner II LLC, a limited liability
company duly organized and validly existing under the laws of the State of Minnesota (together with its
permitted successors and assigns, the Piper Sandler & Co. has been
engaged as the placement agent but not as the underwriter to the Issuer, in order to facilitate the placement
of the Subseries 2023B-1-2 Bonds with Alerus Financial, N.A., the purchaser of the Subseries 2023B-1-2
Bonds . The Placement Agent hereby offers to enter into this Placement Agreement on
its own behalf, and not as your fiduciary, with the Issuer, the Borrower, and the Purchaser. This offer is
made subject to acceptance by the Issuer and agreement by the Borrower and Purchaser on the date hereof,
and, upon such acceptance, this Placement Agreement shall be in full force and effect in accordance with
its terms and shall be binding upon the Issuer, the Borrower, the Purchaser, and the Placement Agent. If
not so accepted, this Placement Agreement will be subject to withdrawal by the Placement Agent upon
notice delivered by the Placement Agent to the Issuer, the Borrower, and the Purchaser at any time prior to
the acceptance hereof by the Issuer, the Borrower, and the Purchaser.
The Issuer, the Borrower, and the Purchaser acknowledge and agree that (i) the purchase and sale
of the Subseries 2023B-1-2 Bonds -length commercial transaction between the Issuer, the
Borrower, the Purchaser and the Placement Agent, (ii) in connection with such transaction, the Placement
Agent is not acting as an agent or a fiduciary of the Issuer, the Borrower or the Purchaser, (iii) the Placement
Agent has not assumed (individually or collectively) a fiduciary responsibility in favor of the Issuer, the
Borrower or the Purchaser with respect to (a) any offering of the Subseries 2023B-1-2 Bonds or the process
leading thereto (whether or not the Placement Agent has advised or is currently advising the Issuer, the
Borrower or the Purchaser on other matters) or (b) any other obligation to the Issuer or the Borrower except
the obligations expressly set forth in this Placement Agreement, and (iv) the Issuer, the Borrower and the
Purchaser have consulted with their own legal and other professional advisors to the extent they deemed
appropriate in connection with the offering of the Subseries 2023B-1-2 Bonds.
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1.!Purchase and Sale.
On the basis of the representations, warranties and agreements contained herein, but subject to the
terms and conditions herein, the Placement Agent agrees, on a best efforts basis, to arrange for the direct
placement with the Purchaser
Multifamily Housing Revenue Bonds (Moon Plaza Apartments), Taxable Subseries 2023B-1-2 (the
Subseries 2023B-1-2 Bonds\[12,000,000\], at a purchase
price of the par amount, subject to the satisfaction by the Issuer, the Borrower and the Purchaser of the
terms and conditions set forth in this Placement Agreement, and in reliance upon the representations herein
set forth or incorporated herein by reference. The only contractual obligations the Placement Agent has to
the Issuer and the Borrower with respect to the transaction contemplated hereby are expressly are set forth
in this Placement Agreement.
The Subseries 2023B-1-2 Bonds shall bear interest at the rate and mature on the date as provided
in Schedule I attached hereto, and have such other terms as are more fully described in Schedule I hereto
and the Indenture and the Loan Agreement (each as defined below).
The Subseries 2023B-1-2 Bonds will be issued by the Issuer pursuant to (i) a resolution duly
adopted by the Issuer on \[September 25\], 2023 (that certain Indenture of Trust,
dated as of July 1, 2023 , between the Issuer and U.S. Bank Trust Company,
National Association, as trustee as supplemented by the First Supplemental Indenture of
Trust dated as of September 1, 2023 (as
between the Issuer and the Trustee, and consented to by the Borrower.
Pursuant to that certain Loan Agreement dated as of July 1, 2023 , between
the Issuer and the Borrower, as amended by the First Amendment to Loan Agreement dated as of September
1, 2023 (as amended, the
between the Issuer and the Borrower, and consented to by the Trustee, the proceeds
of the Subseries 2023B-1-2 Bonds will be loaned by the Issuer to the Borrower to (i) refund and redeem
the outstanding principal balance of, and accrued interest on, the Subseries 2023B-1-1 Bonds (as defined
in the Indenture), and (ii) fund costs of issuance. The Subseries 2023B-1-2 Bonds will be secured by that
certain Mortgage, Security Agreement, Assignment of Rents and Fixture Financing Statement, dated as of
July 1, 2023 from the Borrower, as mortgagor, to the Issuer, as assigned by the
Issuer to the Trustee as mortgagee and trustee, and as amended by the First Amendment to Mortgage,
Security Agreement, Assignment of Rents and Fixture Financing Statement, dated as of \[September 1\],
2023 (
between the Borrower, as mortgagor, and the Trustee, as mortgagee and trustee, relating to the Project (as
defined in the Indenture). Terms not defined herein shall have the meaning given thereto in the Indenture.
It is understood and agreed that the Subseries 2023B-1-2 Bonds and the interest thereon are special,
limited obligations of the Issuer payable solely from revenues provided by the Borrower, amounts paid by
the Borrower pursuant to the Loan Agreement and amounts held in various funds and accounts as provided
in the Indenture and shall never constitute a general obligation indebtedness of the Issuer within the meaning
of any state constitutional or statutory provision and do not give rise to a general or moral obligation of the
Issuer, the State of Minnesota
c
2.!Representations.
(a)!The Issuer represents, covenants and agrees with the Placement Agent, the Borrower and
the Purchaser as follows:
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(i)!The Issuer has the full power and authority to issue the Subseries 2023B-1-2 Bonds
and to enter into and perform its obligations under (A) the Resolution, (B) the First Supplemental
Indenture, (C) the First Amendment to Loan Agreement, (D) this Placement Agreement, and
(E) the Subseries 2023B-1-2 Bonds
and delivered by the respective parties thereto, the Issuer Documents will constitute the legal, valid
and binding obligations of the Issuer enforceable against the Issuer in accordance with their
respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, or
equitable principles if equitable remedies are sought;
(ii)!When delivered to and paid for by the Purchaser at the Closing in accordance with
the provisions of this Placement Agreement, the Subseries 2023B-1-2 Bonds will have been duly
authorized, executed, issued and delivered and will constitute valid and binding limited obligations
of the Issuer, enforceable in accordance with their terms, in conformity with, and entitled to the
benefit and security of, the Indenture;
(iii)!All meetings of the governing body of the Issuer at which action was taken in
connection with the Issuer Documents and the Subseries 2023B-1-2 Bonds were duly and legally
called and held meetings, and were open to the public at all times, and notice of the time and place
of each such meeting was given as required by law;
(iv)!Prior to or concurrently with the execution hereof, the Issuer has authorized the
execution and delivery of, and the performance by the Issuer of the obligations on its part contained
in, the Subseries 2023B-1-2 Bonds and the Issuer Documents contemplated by this Placement
Agreement;
(v)!At the time of acceptance hereof by the Issuer there is not now, nor is there
expected to be as of the Closing Date, any action, suit, proceeding, inquiry or investigation, at law
or in equity, before or by any court, governmental agency, public board or body, pending against
the Issuer or known to the Issuer to be threatened against the Issuer seeking to restrain or enjoin the
issuance, sale, execution or delivery of the Subseries 2023B-1-2 Bonds, or in any way contesting
or affecting any proceedings of the Issuer taken concerning the issuance or sale thereof, the pledge
or application of any moneys or security provided for the payment of the Subseries 2023B-1-2
Bonds, in any way contesting the validity or enforceability of the Subseries 2023B-1-2 Bonds or
the Issuer Documents, as such documents may be amended or supplemented with the consent of
the Placement Agent and the Purchaser, or the existence or powers of the Issuer relating to the
issuance of the Subseries 2023B-1-2 Bonds, the authorization of the Issuer Documents or the
transactions contemplated therein;
(vi)!The execution and delivery by the Issuer of the Subseries 2023B-1-2 Bonds and
will not conflict with or constitute a breach of or default under any law, administrative regulation,
judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument
to which the Issuer is a party or is otherwise subject, nor will any such execution, delivery, adoption
or compliance result in the creation or imposition of any lien, charge or other security interest or
encumbrance of any nature whatsoever upon any of the properties or assets of the Issuer under the
terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture,
bond, note, resolution, agreement or other instrument, except as provided in the Indenture;
(vii)!The Issuer shall apply the proceeds of the Subseries 2023B-1-2 Bonds as provided
in the Indenture. The execution and delivery of this Placement Agreement by the Issuer shall
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constitute a representation by the Issuer to the Placement Agent that the representations and
agreements contained in this Section 2(a) are true as of the date hereof; provided that, as to certain
matters of law related to the issuance and the sale of the Subseries 2023B-1-2 Bonds, the Issuer is
relying on the advice of Bond Counsel (as hereinafter defined) to the Issuer; and provided further
that no elected or appointed official or employee of the Issuer or the Issuer shall be individually
liable for the breach of any representation or agreement contained herein;
(viii)!The Issuer has been informed by the Placement Agent that the Placement Agent
has not performed any due diligence with respect to the Issuer, the Borrower, or the Subseries
2023B-1-2 Bonds on which the Purchaser may rely or has relied. Further, the Issuer acknowledges
and agrees that any due diligence performed by the Placement Agent for its own purposes may be
retained by the Placement Agent as needed for regulatory purposes; and
(ix)!The Issuer acknowledges that the Placement Agent has not acted as a municipal
advisor (as such term is defined in Section 975(e) of the Dodd-Frank Wall Street Reform and
Consumer Protection Act and Exchange Act Rule 15Ba1-1(d)), to the Issuer or rendered advisory
services of any nature or respect, and does not owe a fiduciary or similar duty to the Issuer, in
connection with the placement or sale of the Subseries 2023B-1-2 Bonds or the process leading
thereto.
The execution and delivery of this Placement Agreement by the Issuer shall constitute a
representation to the Placement Agent that the representations contained in this Section 2(a) are
true as of the date hereof.
(b)!The Borrower represents, covenants and agrees with the Placement Agent, the Issuer, and
the Purchaser as follows:
(i)!The Borrower is duly organized and existing as a Minnesota limited liability
company and the Borrower has full legal right, power and authority to own its properties and to
conduct its business and to enter into or consent to, as applicable, and to carry out and consummate
the transactions contemplated by (A) the Supplemental Indenture, (B) the First Amendment to Loan
Agreement, (C) this Placement Agreement, (D) the First Amendment to Mortgage, (E) The First
Amendment to Subordinate Mortgage, Security Agreement, Assignment of Rents and Fixture
Financing Statement, dated as of \[September 1\]
; (F)
the Master Guaranty Amendment, and (G) a promissory note from the Borrower (collectively, the
carry out and consummate all transactions contemplated by such documents, and is duly qualified
to do such business and is in good standing wherever such qualification and/or standing are
required, including the State.
(ii)!As of the date hereof, the Borrower is not in any material respect in violation of,
breach of or default under any applicable law of the State, or of any state in which the Borrower is
authorized to do business or of the United States, or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Borrower or any of its activities,
properties or assets, or any indenture, mortgage, deed of trust, resolution, note agreement
(including, without limitation, the Borrower Documents) or other agreement or instrument to which
the Borrower is a party or by which the Borrower or any of its property or assets is bound, which
violation or breach of or default would have a material adverse effect upon the transactions
contemplated by this Placement Agreement, and no event has occurred and is continuing which
with the passage of time or the giving of notice, or both, would constitute such a default or event
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of default under any such instruments; and the execution and delivery of the Borrower Documents,
conflict with or constitute on the part of the Borrower a violation or breach of or default under any
law of the State, or of any state in which the Borrower is authorized to do business or of the United
States, or any order, rule or regulation of any court or governmental agency or body having
jurisdiction over the Borrower or any of its activities, properties or assets, or any indenture,
mortgage, deed of trust, resolution, note agreement (including, without limitation, the Borrower
Documents) or other agreement or instrument to which the Borrower is a party or by which the
Borrower or any of its property or assets is bound which violation, breach or default would have a
material adverse effect upon the transactions contemplated by this Placement Agreement, nor will
any such execution, delivery or compliance result in the creation or imposition of any lien, charge
or other security interest or encumbrance of any nature whatsoever upon any of the property or
assets of the Borrower or under the terms of any such law, regulation or instrument, except as
provided by the Subseries 2023B-1-2 Bonds or the Borrower Documents.
(iii)!As of the date hereof, there is no action, suit, proceeding, inquiry or investigation
of which the Borrower has been notified, at law or in equity, before or by any judicial or
administrative court or governmental agency or body, state, federal or other, pending or, to the best
knowledge of the Borrower, threatened against the Borrower, affecting the existence of the
Borrower or the titles of its officers executing this Placement Agreement to their respective offices,
or contesting or affecting as to the Borrower, the validity or enforceability of the Subseries 2023B-
1-2 Bonds, any Borrower Document or the execution and delivery or adoption by the Borrower of
any Borrower Document, or in any way contesting or challenging the powers of the Borrower or
its authority with respect to the Borrower Documents or the consummation of the transactions
contemplated hereby or thereby; nor, to the best knowledge of the Borrower, is there any basis for
any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling
validity of the authorization, execution, delivery or performance by the Borrower of any Borrower
Document.
(iv)!The Borrower will furnish such information, execute such instruments and take
such other action in cooperation with the Issuer and the Placement Agent as the Placement Agent
may reasonably request to qualify the Subseries 2023B-1-2 Bonds for offering and sale as a private
placement under the securities laws of such states as the Placement Agent may reasonably request
and to comply with such laws so as to permit such offers and sales. Any applicable filings will be
ments in connection therewith shall
be for the account of the Borrower.
(v)!All permits, licenses and other authorizations necessary for the ownership,
acquisition, construction, and equipping of the Project in the manner contemplated by the Borrower
Documents have been obtained or will be obtained by the time required, and said ownership,
acquisition, construction, and equipping are not in conflict with any zoning or similar ordinance
applicable to the Project.
(vi)!All consents, approvals, authorizations, and orders of or filings or registrations
with any governmental authority, board, agency or commission of any state or of the United States
having jurisdiction required in connection with, or the absence of which would materially adversely
affect, the execution and delivery by the Borrower of the Borrower Documents or the performance
by the Borrower of its obligations thereunder have been obtained or made and are in full force and
effect or will be timely obtained prior to the Closing.
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(vii)!This Placement Agreement does, and the other Borrower Documents, when each
of them has been executed and delivered by the Borrower, will, assuming due authorization,
execution and delivery by the other parties thereto, each constitute a valid and binding obligation
of the Borrower, enforceable against the Borrower in accordance with its terms, subject to any
or hereafter enacted.
(viii)!To the knowledge of the Borrower, no litigation is pending or threatened
(A) seeking to restrain or enjoin the issuance or delivery of the Subseries 2023B-1-2 Bonds or the
application of proceeds of the Subseries 2023B-1-2 Bonds as provided in the Loan Agreement or
the collection of revenues pledged under the Loan Agreement, (B) in any way contesting or
affecting any authority for the issuance of the Subseries 2023B-1-2 Bonds or the validity of the
Subseries 2023B-1-2 Bonds, or any other Borrower Documents, or (C) in any way affecting, in a
material adverse manner, the property of the Borrower or contesting the existence or powers of the
Borrower.
(ix)!The Borrower has not been in default as to principal or interest with respect to any
obligation issued by or guaranteed by the Borrower or with respect to which the Borrower is an
obligor.
(x)!The Borrower will not take or omit to take any action, which action or omission
will adversely affect the exclusion from gross income for federal income tax purposes of the interest
on the Subseries 2023B-1-2 Bonds under the Internal Revenue Code of 1986, as amended (the
.
(xi)!The Borrower acknowledges that it has made independent determinations about
the risks, commitments, merits and terms of the Subseries 2023B-1-2 Bonds and the sale of the
Subseries 2023B-1-2 Bonds to the Purchaser without relying on any contribution of advice or
recommendations by the Placement Agent.
(xii)!The Borrower agrees that it will not claim that the Placement Agent acted as a
municipal advisor (as such term is defined in Section 975(e) of the Dodd-Frank Wall Street Reform
and Consumer Protection Act and Exchange Act Rule 15Ba1-1(d)), to the Borrower or rendered
advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in
connection with the placement of the Subseries 2023B-1-2 Bonds or the process leading thereto.
(xiii)!Any certificate signed by the Borrower and delivered to the Placement Agent, the
Purchaser, or the Issuer pursuant to the Borrower Documents shall be deemed a representation and
warranty by the Borrower to the Placement Agent, the Purchaser, and the Issuer as to the statements
made therein as of the date thereof.
(xiv)!The Borrower shall honor all other covenants contained in the Borrower
Documents.
(xi) The information included in the Certificate of Beneficial Ownership (as hereinafter
defined) is true, correct and complete in all respects.
The execution and delivery of this Placement Agreement by the Borrower shall constitute
a representation to the Placement Agent that the representations and warranties contained in this
Section 2(b) are true as of the date hereof.
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(c)!The Purchaser represents, warrants and covenants with the Issuer as follows:
(i)!The Purchaser has full power and authority to execute and deliver this Placement
Agreement and the Letter (as defined below) on behalf of the Purchaser and to carry
out the terms hereof and, when executed and delivered by the Placement Agent, this Placement
Agreement and the Letter will have been duly and validly authorized, executed and
delivered by the Placement Agent, and, assuming due authorization, execution and delivery by the
Issuer, the Borrower, and the Placement Agent will be a valid and binding obligation of the
Purchaser, enforceable against the Purchaser, and will be in full force and effect, except as limited
by bankruptcy, insolvency, liquidation, moratorium, readjustment of debt, reorganization or similar
(ii)!The Purchaser acknowledges and understands that it has not requested for any
CUSIP Numbers to be assigned to the Subseries 2023B-1-2 Bonds and the Placement Agent is
hereby directed not to obtain a CUSIP Number for the Subseries 2023B-1-2 Bonds.
The execution and delivery of this Placement Agreement by the Purchaser shall constitute
a representation to the Placement Agent that the representations and warranties contained in this
Section 2(c) are true as of the date hereof.
3.!Closing. At or before 12:00 P.M. Central Time, on September \[__\], 2023 or such later
date and time as we mutual
delivered to the Placement Agent, at the offices of Taft Stettinius & Hollister LLP
such other place as we may mutually agree upon, the Subseries 2023B-1-2 Bonds
Subseries 2023B-1-2 Bonds shall not be subject to and shall not be delivered through the facilities of The
Subseries 2023B-1-2 Bonds shall be delivered by the Issuer
directly to the Purchaser in definitive fully registered form, duly executed and authenticated. In addition,
the other documents hereinafter mentioned will be delivered at the offices of Bond Counsel, and the
Purchaser will accept such delivery and cause the purchase price thereof to be paid in federal funds payable
to the Borrower and such funds shall be available to the Borrower on the date of Closing pursuant to a
closing memorandum prepared by the Purchaser.
It is not anticipated that any CUSIP identification numbers will be printed on the Subseries
2023B-1-2 Bonds because the Purchaser has not requested such numbers be obtained. Simultaneously with
the delivery of the Subseries 2023B-1-2 Bonds, the Issuer shall cause to be delivered to the Placement
Agent opinions of Bond Counsel dated the date of Closing as provided in Section 5(e)(i) and (ii) below.
4.!Conditions Precedent. The Placement Agent has entered into this Placement Agreement
in reliance upon (i) the representations, covenants and agreements of the Issuer contained in this Placement
Agreement and in the other Issuer Documents; (ii) the representations, warranties, covenants and
agreements of the Borrower contained in this Placement Agreement and in the other Borrower Documents;
(iii) the representations, warranties, covenants and agreements of the Purchaser contained in this Placement
Agreement , and (iv) the performance by the Issuer, the Borrower and the
Purchaser of their obligations under this Placement Agreement, if any, and under the above-mentioned
this Placement Agreement is and shall be subject to the following further conditions:
(a)!The representations and agreements of the Issuer and the Borrower contained herein shall
be true, complete and correct on the date hereof and on and as of the Closing Date with the same effect as
if made on the Closing Date.
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(b)!No material adverse change shall have occurred, nor shall any development involving a
prospective material and adverse change in, or affecting the affairs, business, financial condition, results of
operations, prospects or properties (including the Project) of, the Issuer or the Borrower have occurred
between the date hereof and the Closing Date.
(c)!The Placement Agent or Purchaser may terminate this Placement Agreement by
notification in writing to the Issuer and the Borrower if at any time subsequent to the date hereof and at or
prior to the Closing: (i) legislation shall be enacted by, or favorably reported out of committee to, either
House of the Congress of the United States of America, or a decision by a court of the United States of
America shall be rendered, or a regulation or ruling shall be issued or proposed by or on behalf of the
Treasury Department, the Internal Revenue Service of the United States, or any other agency of the Federal
government having jurisdiction, or a release or official statement shall be issued by the Treasury
Department, the Internal Revenue Service of the United States, or any other agency of the Federal
government having jurisdiction, with respect to Federal taxation upon interest received on obligations of
the character of the Subseries 2023B-1-2 Bonds, which, in the reasonable judgment of the Placement Agent
or Purchaser, adversely affects the market for the Subseries 2023B-1-2 Bonds or the sale, at the
contemplated offering prices, by the Placement Agent of the Subseries 2023B-1-2 Bonds; or (ii) the
Congress of the United States of America shall enact a law, or a bill is favorably reported out of committee
of either House, or a decision by a court of the United States of America is rendered, or a ruling, regulation,
proposed regulation or statement by or on behalf of the SEC or any other agency of the Federal government
having jurisdiction of the subject matter is made, to the effect that securities of the Issuer or of any similar
public body are not exempt from the registration, qualification or other requirements of the Securities Act
or the 1939 Act; or (iii) the United States of America becomes engaged in hostilities that result in a
declaration of war or a national emergency; or (iv) a general banking moratorium is declared by the United
States of America, State of New York or State authorities; or (v) all documentation in connection with the
issuance of the Subseries 2023B-1-2 Bonds is not satisfactory in form and substance to the Placement
Agent, the PurchaserPurchaseror (vi) there shall have
occurred any national or international calamity or crisis, or escalation thereof, in the financial markets or
otherwise of the United States.
(d)!At the time of the Closing, the Bond Documents, shall be in full force and effect, shall each
be in form and substance acceptable to the Placement Agent in all respects, and shall not have been
amended, modified or supplemented except as may have been agreed to in writing by the Placement Agent,
the Borrower and the Issuer. Further, the Placement Agent, the Borrower and the Issuer shall have duly
adopted and there shall be in full force and effect such resolutions, and there shall have been entered into
such agreements, as, in the opinion of Bond Counsel and in the opinion of Ballard Spahr LLP, Minneapolis,
connection with the transactions contemplated hereby or the documentation of security for the Subseries
2023B-1-2 Bonds.
(e)!At or prior to the Closing, the Placement Agent shall have received the following
documents (in each case with such changes as the Placement Agent shall approve):
(i)!The approving opinion of Bond Counsel, dated the Closing Date, in substantially
the form attached hereto as Exhibit A;
(ii)!A Favorable Opinion of Bond Counsel (as defined in the Indenture), as required
by Section 8.2(a) of the Indenture with respect to the First Supplemental Indenture, and any other
Bond Counsel opinions required by the Borrower Documents in connection with the issuance,
placement and purchase of the Subseries 2023B-1-2 Bonds;
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(iii)!The opinion of Winthrop & Weinstine, P.A. counsel to the Borrower (the
Counsel, the Purchaser, and the Placement Agent, in substantially the form attached hereto as
Exhibit B;
(iv)!A certificate of the Issuer, signed by the Issuer or an authorized designee of the
Issuer, to the effect that (A) the representations and agreements of the Issuer in the Issuer
Documents are true and correct in all material respects as of the Closing Date; (B) the execution of
the Issuer Documents by the Issuer have been duly authorized and taken by the Issuer, are in full
force and effect, and have not been modified or rescinded; (C) the Issuer Documents constitute the
legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with
their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency,
e application of
equitable principles if equitable remedies are sought, and (D) the Issuer has fulfilled or performed
each of its obligations contained in the Issuer Documents required to be fulfilled or performed by
it as of the Closing Date;
(v)!A certificate of the Borrower, signed by an authorized officer or authorized officers
of the Borrower, dated the Closing Date, to the effect that (A) the representations, warranties and
agreements of the Borrower contained herein and in the Borrower Documents are true and correct
in all material respects as of the Closing Date; (B) to the knowledge of the Borrower, no litigation
to which the Borrower is a party is pending or threatened, (1) seeking to restrain or enjoin the
issuance or delivery of any of the Subseries 2023B-1-2 Bonds or the collection of revenues or other
security pledged under the Loan Agreement, (2) in any way contesting or affecting any authority
for the issuance of the Subseries 2023B-1-2 Bonds or the validity of the Subseries 2023B-1-2
Bonds, the Resolution, the First Supplemental Indenture, the First Amendment to Loan Agreement
or any of the Borrower Documents, or (3) in any way contesting the existence or powers of the
Borrower; (C) all resolutions and other actions required to be approved or taken by or on behalf of
the Borrower authorizing and approving the transactions described or contemplated in this
Placement Agreement, the execution of or approving of the respective forms of, as the case may
be, this Placement Agreement, the First Amendment to Loan Agreement, the Borrower Documents
and the Subseries 2023B-1-2 Bonds have been duly approved by the Board of Directors of the
Borrower, are in full force and effect and have not been modified, amended or repealed; (D) the
Borrower has all necessary licenses, approvals, accreditations and permits presently required under
federal, state and local laws to own and operate its facilities; (E) the Borrower is a Minnesota
limited liability company organized, validly existing and in good standing under the laws of the
State with full power and authority to own its properties and conduct its business; (F) such other
matters reasonably requested by the Placement Agent or Issuer.
(vi)!On or prior to the Closing Date, all actions required to be taken as of the Closing
Date in connection with the Subseries 2023B-1-2 Bonds, the Bond Documents by the Issuer and
the Borrower shall have been taken, and the Issuer and the Borrower shall each have performed
and complied with all agreements, covenants and conditions required to be performed or complied
with by the Bond Documents, and the Borrower shall deliver a certificate to such effect insofar as
the foregoing actions, agreements, covenants and conditions apply to the Borrower, and each of
such agreements shall be in full force and effect and shall not have been amended, modified or
supplemented, except as has been agreed to by the Placement Agent.
(vii)!An execution copy or other copy, of each of the Bond Documents;
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(viii)!ons of its Board
of Directors authorizing the execution and delivery of the Borrower Documents and approving the
Subseries 2023B-1-2 Bonds;
(ix)!A certificate of good standing of the Borrower and its organizational documents
f organization and operating agreement), each certified by the
proper authorities of the State, and dated within thirty days of the Closing Date.
(x)!The Purchaser shall execute and deliver to the Issuer in
substantially the form attached hereto as Exhibit C .
(xi)!aivers and consents, as
applicable, as required by Sections 2.12, 2.13, 8.2 and 8.5 of the Original Indenture and Section
6.13(d) of the Original Loan Agreement.
(xii)!
of State of the State or other relevant jurisdictions indicating that the security interests created by
the documents herein referenced will have priority, upon execution, satisfactory to the Placement
Agent;
(xiii)!A date down endorsement to the existing title policy, in a form satisfactory to the
Placement Agent and the Purchaser;
(xiv)!Certificates of Insurance acceptable to the Purchaser demonstrating that the
Borrower has obtained the insurance policies required by the terms of the Loan Agreement;
(xv)!The Purchaser shall have received an executed Certificate of Beneficial Ownership
from the Borrower and such other documentation and other information requested in connection
-money laundering rules and regulations, including
substance acceptable to the Purchaser (as amended or modified by the Purchaser from time to time
in its sole discretion), certifying, among other things, the Beneficial Owner of the Borrower.
the Borrower, each of the following: (a) each individual, if
any, who, directly or indirectly, owns 25% or more of the Borro a
single individual with significant responsibility to control, manage or direct Borrower;
(xvi)!The Purchaser shall have received an origination fee of $60,000 from the Borrower
(the ; and
(xvii)!Such additional legal opinions, certificates, proceedings, agreements, instruments
and other documents as the Placement Agent or the Purchaser or their respective counsel or the
Issuer, may reasonably request to evidence compliance with any legal requirements, to provide
such additional assurances as the Placement Agent may request, the truth and accuracy, as of the
time of Closing, of any representations given and the due performance or satisfaction at or prior to
such time of all agreements then to be performed and all conditions then to be satisfied as conditions
precedent to the issuance of the Subseries 2023B-1-2 Bonds.
If the Issuer or the Borrower shall be unable for any reason to satisfy the conditions of the Placement
Purchaser
obligations shall be terminated for any reason permitted by this Placement Agreement, and the satisfaction
of such conditions has not be waived by the Placement Agent, the Purchaser, and the Issuer, then, at the
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option of the Placement Agent, Purchaser and the Issuer, (i) the Closing Date shall be postponed for such
period, not to exceed seven (7) days, as may be necessary for such conditions to be satisfied or (ii) without
limiting the generality of this Section, the obligations of the Placement Agent, the Purchaser, and Issuer
under this Placement Agreement shall terminate and neither the Placement Agent, the Purchaser, the Issuer
nor the Borrower shall have any further obligations or liability hereunder, except that the respective
obligations of the Issuer, the Borrower, and the Purchaser set forth in Section 6 hereof shall continue in full
force and effect.
All of the legal opinions, certificates, proceedings, instruments and other documents mentioned
above or elsewhere in this Placement Agreement shall be deemed to be in compliance with the provisions
of this Placement Agreement if, but only if, they are in form and substance reasonably satisfactory to the
Placement Agent, the Purchaser, the Borrower and the Issuer, and their respective counsel.
5.!Payment of Expenses.
(a)!The Placement Agent and the Purchaser shall be under no obligation to pay, and the
Borrower hereby agrees to pay, either directly or, to the extent permitted under federal tax law as determined
by Bond Counsel, from the proceeds of the Subseries 2023B-1-2 Bonds, or otherwise, any expenses incident
(a) the costs of printing and preparation for printing or other reproduction for distribution and use in
connection with the placement of the Subseries 2023B-1-2 Bonds such number of copies as may be
requested by the Placement Agent and the Purchaser of the Bond Documents, as well as any delivery costs
incurred in connection with the distribution of the foregoing documents; (b) the cost of preparing the
definitive Subseries 2023B-1-2 Bonds; (c) the fees and disbursements of Bond Counsel in connection with
the authorization and issuance of the Subseries 2023B-1-2 Bonds; any application or administrative fee of
consultants retained by the Issuer; (d) the fees and expenses of counsel to the Placement Agent; (e)
miscellaneous out-of-pocket fees and expenses of the Placement Agent, including the expenses relating to
the meals, transportation, lodging, and entertainment incidental to implementing this Placement Agreement;
(f) ment Agreement; (g) any
other fees and expenses of the Purchaser and its counsel; (h) the various other expenses and costs of Closing,
including but not limited to title insurance fees and title recording fees; and (i) all other expenses in
connection with the placement of the Subseries 2023B-1-2 Bonds and transaction described in this
Placement Agreement. The Issuer shall have no obligation to pay any fees, expenses or costs associated
with or resulting from the issuance and delivery of the Subseries 2023B-1-2 Bonds. The Borrower shall
pay for any expenses incurred on behalf of the Issuer Indemnified Parties which are incidental to
implementing this Placement Agreement. Other than the payment of expenses set forth in this Section, the
Placement Agent will not receive a fee for its services as Placement Agent with respect to the Subseries
2023B-1-2 Bonds.
(b)!If the Subseries 2023B-1-2 Bonds are not issued and delivered by the Issuer to the
Purchaser, as a result of the failure by the Borrower to perform any of its obligations under this Placement
Agreement or as a result of the Borrower failing to reach an agreement with the Purchaser as to the terms
and conditions of the transactions and documents contemplated hereby, the Borrower agrees that it shall
pay all expenses set forth in this Section 5. In no event will the Issuer be obligated to pay any fees, costs
or expenses relating to the issuance, sale and delivery of the Subseries 2023B-1-2 Bonds.
6.!Indemnification.
(a)!To the fullest extent permitted by law, the Borrower agrees to indemnify and hold harmless
the Issuer, the Purchaser, the Placement Agent, each person, if any, who controls (as such term is defined
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in Section 15 of the 1933 Act) the Issuer, the Purchaser, and the Placement Agent and the respective past,
present or future directors, officers, officials, employees, and members of the Issuer, the Purchaser, and the
and against any and all liabilities, obligations, suits, actions, judgments, losses, claims, damages, demands,
fines, penalties, costs and expenses, including, without limitation, any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such liabilities, obligations, suits,
actions, judgments, losses, claims, damages, demands, fines, penalties, costs and expenses, arising out of
or based upon (i) any allegation or determination that the Subseries 2023B-1-2 Bonds are not exempt from
registration under the 1933 Act, or the Indenture is not exempt from qualification under the 1939 Act.
Promptly after receipt by an Indemnified Person of notice of the assertion of any claim or the
commencement of any action, such Indemnified Person shall, if a claim in respect thereof is to be made
against the Borrower, notify the Borrower in writing of the assertion or commencement thereof. In case
any such action shall be brought against any Indemnified Person, and such Indemnified Person shall notify
the Borrower of the commencement thereof, the Borrower shall be entitled to participate in and, to the
extent that either wishes, to assume the defense thereof, with counsel reasonably satisfactory to such
Indemnified Person, and after notice from the Borrower to such Borrower of its election so to assume the
defense thereof, the Borrower shall not be liable to such Indemnified Person under this Section 6(a) for any
legal or other expenses subsequently incurred by such Indemnified Person in connection with the defense
thereof; provided, however, that if the named parties to any such action (including any impleaded parties)
include the Indemnified Person and the Borrower, and the Indemnified Persons reasonably conclude that
there may be one or more legal defenses available to them which are different from or additional to those
available to the Borrower, the Indemnified Persons shall have the right to select separate counsel to assume
such legal defense and to otherwise participate in the defense of such action on behalf of the Indemnified
Persons.
(b)!The indemnities contained herein shall survive the Closing under the Placement Agreement
and any investigation made by or on behalf of the Placement Agent or the Issuer or any person who controls
any of such parties of any matters described in or related to the transactions contemplated hereby and by
the Bond Documents. The parties hereto shall not be liable to indemnify any person in any settlement of
any action effected without its consent. The parties hereto shall not be liable for any judgment if, as a result
of the failure of the Indemnified Person to give notice of the commencement of a suit in respect of which
indemnity shall be sought, the parties hereto are not provided sufficient notice to defend such suit.
7.!Acknowledgements, Agreements and Covenants of the Issuer, the Borrower and the
Purchaser.
(a)!The Issuer, the Borrower and the Purchaser each acknowledge and agree that (i) the
primary role of the Placement Agent is, on a best efforts basis, to arrange for the placement with the
Purchaser of all, but not less than all, of the total principal amount of the Subseries 2023B-1-2 Bonds, and
that the Placement Agent has financial and other interests that differ from those of the Issuer, the Borrower
and the Purchaser; (ii) the placement, purchase and sale of the Subseries 2023B-1-2 Bonds pursuant to this
-length commercial transaction among the Issuer, the Borrower, the
Purchaser and the Placement Agent; (iii) in connection therewith and with the discussions, undertakings
and procedures leading up to the consummation of such transaction, the Placement Agent is and has been
acting solely as a principal and is not acting as the agent, advisor, or fiduciary of the Issuer, the Borrower,
the Purchaser, or any other party; (iv) the Placement Agent has not assumed individually or collectively an
advisory or fiduciary responsibility in favor of the Issuer, the Borrower, the Purchaser, or any other party,
with respect to the transaction contemplated hereby or the discussions, undertakings and procedures leading
thereto (irrespective of whether the Placement Agent has advised or provided other services or is currently
advising or providing other services to the Issuer, the Borrower, or the Purchaser on other matters) and the
Placement Agent has no obligation to the Issuer, the Borrower, or the Purchaser with respect to the
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transaction contemplated hereby except the obligations expressly set forth in this Placement Agreement;
(v) the Placement Agent has no obligation to conduct any independent evaluation or appraisal of the assets
or liabilities (including any contingent, derivative or off-balance sheet assets and liabilities) of the Borrower
or any other party or any of their respective affiliates or to advise or opine on any related solvency or
to performing such
review as it shall deem necessary to support its own services and comply with its statutory obligations, and
such review shall be for its own purposes and not on behalf of the Issuer, the Borrower, or the Purchaser;
(vi) the only contractual obligations the Placement Agent has with respect to the transaction contemplated
hereby are expressly set forth in this Placement Agreement; and (vii) each of the Issuer, the Borrower and
the Purchaser has consulted its own respective legal, accounting, tax, financial, municipal, disclosure and
other advisors and counsel, as applicable, to the extent each has deemed appropriate. If the Issuer, the
Borrower, or the Purchaser would like a municipal advisor in this transaction that has legal fiduciary duties
to the Issuer, the Borrower, or the Purchaser, then such party is free to engage a municipal advisor to serve
in that capacity. Neither this Placement Agreement nor any other agreement shall give rise to any expressed
or implied commitment by the Placement Agent to purchase or place any of the Subseries 2023B-1-2 Bonds.
Further, the Issuer, the Borrower and the Purchaser expressly release the Placement Agent from any
obligation to market the Subseries 2023B-1-2 Bonds to any potential investor other than the Purchaser.
(b)!The Borrower, the Issuer and the Purchaser each expressly releases the Placement Agent
of any due diligence and disclosure obligations relating to the sale of the Subseries 2023B-1-2 Bonds and
acknowledges that the Placement Agent has not performed any due diligence with respect to the Issuer, the
Borrower, or the Subseries 2023B-1-2 Bonds on which the Purchaser may rely or has relied. Accordingly,
the Purchaser acknowledges that in its purchase of the Subseries 2023B-1-2 Bonds, it has not relied upon
any information furnished by the Placement Agent. The Borrower has provided additional information and
materials, as requested, to the Purchaser of the Subseries 2023B-1-2 Bonds, which information the
Purchaser further acknowledges is not guaranteed as to its accuracy or completeness, and is not to be
construed as a representation, by the Placement Agent.
(c)!The Issuer shall promptly advise the Placement Agent and the Borrower, by written notice,
if the City Manager of the Issuer, after the date of this Placement Agreement and prior to the Closing Date,
has actual knowledge that any of the representations of the Issuer set forth herein, if made at the time of
such notice, would be untrue or misleading.
(d)!The Borrower shall not amend, terminate, or rescind, and will not agree to any amendment,
termination, or rescission of any Borrower Document prior to the Closing Date without the prior written
consent of the Issuer and the Placement Agent or the Purchaser.
(e)!The Borrower shall promptly advise the Placement Agent and the Issuer, by written notice,
of any matter arising or discovered after the date of this Placement Agreement and prior to the Closing Date
that if existing or known at the date hereof would render any of the representations or warranties set forth
herein to be untrue or misleading or is reasonably likely to adversely affect the correctness or completeness
of any statement of material fact regarding the Borrower contained in the Offering Document.
(f)!Prior to the Closing Date and other than as set forth in the Bond Documents, the Borrower
shall not create, assume, or guarantee any indebtedness payable from, or pledge or otherwise encumber, the
revenues, assets, properties, funds, or interests that will be pledged pursuant to the Loan Agreement as
security for the repayment of the Subseries 2023B-1-2 Bonds.
(g)!The Borrower shall not deliberately undertake any course of action inconsistent with
satisfaction of the requirements applicable to the Borrower as set forth in this Placement Agreement.
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(h)!The Borrower agrees that it will not willfully take or omit to take any action within its
reasonable control that would prevent the Subseries 2023B-1-2 Bonds from being issued and delivered to
the Purchaser on the Closing Date as provided in this Placement Agreement or the . In
Subseries 2023B-1-2 Bonds,
the Borrower and its management will promptly inform the Placement Agent of any substantive discussions
they may have or of any inquiry they may receive concerning the purchase or placement of the Subseries
2023B-1-2 Bonds.
8.!\[Reserved\].
9.!Notices. All communications under this Placement Agreement shall be in writing and,
except as otherwise provided, shall be delivered at, or mailed by certified or registered mail, return receipt
requested, or telegraphed with such telegraph to be confirmed in writing, mailed in accordance with the
preceding provisions, to the following addresses:
(a)!if to the Placement Agent: Piper Sandler & Co.
3424 Peachtree Road NE., Ste 2050
Atlanta, GA 30326
Attention: Cody Wilson, Managing Director
with a copy to: Ballard Spahr LLP
2000 IDS Center
Minneapolis, MN 55402
Attention: Benjamin Johnson, Esq.
(b)!if to the Borrower: Roers Fridley Apartments Owner II LLC
c/o Roers Companies
Two Carlson Parkway North, Suite 400
Plymouth, MN 55447
Attention: Andy Bollig, Brian Roers, and Lara Page
with a copy to: Winthrop & Weinstine, P.A.
Capella Tower
th
225 South 6 Street., Ste 3500
Minneapolis, MN 55402
(c)!if to the Issuer: City of Fridley, Minnesota
7071 University Avenue NE
Fridley, MN 55432
Attention: Finance Director/Treasurer
with a copy to: Taft Stettinius & Hollister LLP
2200 IDS Center
th
80 South 8Street
Minneapolis, MN 55402
Attention: Catherine Courtney, Esq.
(d)!if to the Purchaser: Alerus Financial, N.A.
th
120 S 6 Street, Ste 200
Minneapolis, MN 55402
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(e)!with a copy to: Fabyanske, Westra, Hart & Thomson
th
333 South 7 Street, Ste. 2600
Minneapolis, MN 55402
Attention: Rory Duggan
10.!Benefit. This Placement Agreement is made solely for the benefit of the Issuer, the
Borrower, the Purchaser and the Placement Agent (including its successors or assigns), and no other person,
partnership, association or corporation shall acquire or have any right hereunder or by virtue hereof.
11.!Approval. The approval of the Placement Agent when required hereunder or the
determination of its satisfaction as to any document referred to herein shall be in writing signed by the
undersigned and delivered to the Borrower and the Issuer.
12.!Execution in Counterparts. This Placement Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same instrument.
13.!Amendments. This Placement Agreement may not be amended without the written
consent of the Issuer, the Borrower and the Placement Agent.
14.!Survival of Representations and Warranties. The representations and warranties of the
Borrower and the representations of the Issuer shall not be deemed to have been discharged, satisfied or
otherwise rendered void by reason of the Closing and regardless of any investigations made by or on behalf
of the Placement Agent (or statements as to the results of such investigations) concerning such
representations and statements of the Issuer and the Borrower and regardless of delivery of and payment
for the Subseries 2023B-1-2 Bonds.
15.!Governing Law. This Placement Agreement shall be governed by and construed in
accordance with the laws and judicial decisions of the State of New York, without reference to any choice
of law principles except as such laws may be preempted by any federal rules, regulations and laws
applicable to the Issuer.
16.!No Prior Agreements. This Placement Agreement supersedes and replaces all prior
negotiations, agreements and understandings between the parties hereto in relation to the sale of Bonds for
the Issuer.
17.!Effective Date. This Placement Agreement shall become effective and binding upon the
respective parties hereto upon the execution of the acceptance hereof by the Issuer and the Borrower and
shall be valid and enforceable as of the time of such acceptance.
18.!Electronic Signatures. The parties agree that the electronic signature of a party to this
Placement Agreement shall be as valid as an original signature of such party and shall be effective to bind
or other replicating image attached to an electronic mail or internet message.
15
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(The remainder of this page is intentionally left blank.)
16
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PIPER SANDLER & CO.,
as Placement Agent
By:
Cody Wilson
Its: Managing Director
(Signature page to Placement Agreement re City of Fridley, Minnesota Multifamily Housing Revenue
Bonds (Moon Plaza Project), Taxable Subseries 2023B-1-2)
S-1
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Accepted and approved as of the date first above written.
CITY OF FRIDLEY, MINNESOTA,
By:
Name: Scott J. Lund
Title: Mayor
By:
Name: Walter I. Wysopal
Title: City Manager
(Signature page to Placement Agreement re City of Fridley, Minnesota Multifamily Housing Revenue
Bonds (Moon Plaza Project), Taxable Subseries 2023B-1-2)
S-2
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Accepted and approved as of the date first above written.
ROERS FRIDLEY APARTMENTS OWNER II LLC, a
Minnesota limited liability company
By: Roers Fridley Apartments Managing Member II LLC, a
Minnesota limited liability company
By:
Name:
Title:
(Signature page to Placement Agreement re City of Fridley, Minnesota Multifamily Housing Revenue
Bonds (Moon Plaza Project), Taxable Subseries 2023B-1-2)
S-3
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Accepted and approved as of the date first above written.
ALERUS FINANCIAL, N.A., as Purchaser
By:
Name:
Title:
(Signature page to Placement Agreement re City of Fridley, Minnesota Multifamily Housing Revenue
Bonds (Moon Plaza Project), Taxable Subseries 2023B-1-2)
S-4
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SCHEDULE I
$\[12,000,000\]
City of Fridley, Minnesota
Multifamily Housing Revenue Bonds
(Moon Plaza Apartments)
Dated: \[September __\], 2023
$\[12,000,000\] 8.0% Series 2023 Term Bonds due December 1, 2026
Price of 100.0%
Optional Redemption. Subseries 2023B-1-2 Bonds. The Subseries 2023B-1-2 Bonds are subject to optional
redemption by the Issuer at the direction of the Borrower, in whole or in part, upon not less than thirty (30) days
written notice to the Trustee, on any date, at par, plus accrued interest to (but not including) the date of redemption.
Other Redemptions. The Subseries 2023B-1-2 Bonds are also subject to other redemption provisions as set
forth in the Indenture.
Schedule I-1
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EXHIBIT A
FORM OF OPINION OF BOND COUNSEL
\[TO BE PROVIDED\]
A-1
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EXHIBIT B
\[TO BE PROVIDED\]
B-1
23:
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EXHIBIT C
FORM OF LETTER
September \[____\], 2023
City of Fridley, Minnesota
7071 University Avenue NE
Fridley, MN 55432
Piper Sandler & Co., as Placement Agent
3424 Peachtree Road NE., Suite 2050
Atlanta, GA 30326
Re: $\[12,000,000\] The City of Fridley, Minnesota Multifamily Housing Revenue Bonds (Moon Plaza
Apartments) Taxable Subseries 2023B-1-2
!
Ladies and Gentlemen:
1.!The Purchaser, pursuant to that certain Placement Agreement, dated September \[__\], 2023 (the
Owner II LLC, a Minnesota limited liability company (together with its permit
interest, $\[12,000,000\] in par amount of the above-suant to that certain Indenture
of Trust, dated as of July 1, 2023, between the Issuer and U.S. Bank Trust Company, National Association, as trustee (the
as supplemented by the First Supplemental Indenture of Trust dated as of September 1, 2023 (as supplemented,
between the Issuer and the Trustee and consented to by the Borrower, the proceeds of which will be
loaned to the Borrower, pursuant to that certain Loan Agreement dated as of July 1, 2023, between the Issuer and the
Borrower,
and consented to by the Trustee, to (i) refund and redeem the
outstanding principal balance of, and accrued interest on, the Subseries 2023B-1-1 Bonds (as defined in the Indenture),
and (ii) fund costs of issuance.
1
2.!The Purchaser is a bank, any entity directly or indirectly controlled by the bank or under common
control with the bank, other than a broker, dealer or municipal securities dealer registered under the Securities Exchange
Act of 1934, as amended, or a consortium of such entities; or a municipal entity with funds that are, at least in part, proceeds
1
A) a banking institution organized under the laws of the United States or a Federal savings association, as defined in section
2(5) of the Home Owners' Loan Act \[12 USCS § 1462(5)\], (B) a member bank of the Federal Reserve System, (C) any
other banking institution or savings association, as defined in section 2(4) of the Home Owners' Loan Act \[12 USCS §
1462(4)\], whether incorporated or not, doing business under the laws of any State or of the United States, a substantial
portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to
national banks under the authority of the Comptroller of the Currency pursuant to the first section of Public Law 87-722 (12
U.S.C. 92a), and which is supervised and examined by State or Federal authority having supervision over banks or savings
associations, and which is not operated for the purpose of evading the provisions of this title, and (D) a receiver,
conservator, or other liquidating agent of any institution
U.S.C.S. § 78c(a)(6).
C-1
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of, or fully or partially secure e.g., state revolving fund or bond
bank).
3.!The Purchaser has sufficient knowledge and experience in business and financial matters in general,
and investments such as the Bonds in particular, to enable the Purchaser to evaluate the Bonds, the credit of the borrower,
the collateral and the bond terms and that the Purchaser will make its own independent credit analysis and decision to
purchase the Bonds based on independent examination and evaluation of the transaction and the information deemed
appropriate, without reliance on the Placement Agent, or its affiliates, its directors, officers, employees, attorneys or agents.
4.!The Purchaser acknowledges that no credit rating has been sought or obtained with respect to the Bonds.
5.!The Purchaser acknowledges that no official statement has been prepared for the Bonds. The Purchaser
has been offered copies of or full access to all documents relating to the Bonds and all records, reports, financial statements
and other information concerning the Issuer and the Borrower and pertinent to the source of payment for the Bonds as
deemed material by the Purchaser, which the Purchaser as a reasonable investor, has requested and to which the Purchaser,
as a reasonable investor, would attach significance in making an investment decision.
6.!The Purchaser confirms that its investment in the Bonds constitutes an investment that is suitable for
and consistent with its investment program and that the Purchaser is able to bear the economic risk of an investment in the
Bonds, including a complete loss of such investment.
7.!The Purchaser states that: (a) it is a bank, savings and loan association, insurance company, or registered
investment company; or an investment adviser registered either with the Securities and Exchange Commission under
Section 203 of the Investment Advisers Act of 1940 or with a state securities commission (or any agency or office
performing like functions); or any other entity (whether a natural person, corporation, partnership, trust, or otherwise) with
total assets of at least $50 million; and
defined in Rule 144A under the 1933 Act; and (c) it is capable of evaluating investment risks and market value
independently, both in general and with regard to transactions and investment strategies in municipal securities; and (d) it
is exercising independent judgment in evaluating: the quali
Agent; and (e) the Purchaser has timely access to material information that is available publicly through established
2
industry sources as defined in Municipal Securities Rulemaking Board (MSRB) Rule G-47;
8.!The Purchaser is purchasing the Bonds solely for its own account for investment purposes only, with a
present intent to hold the Bonds until maturity, early redemption or mandatory tender, and not with a view to, or in
connection with, any distribution, resale, pledging, fractionalization, subdivision or other disposition thereof (subject to
9.!The Purchaser understands that the Bonds (i) have not been registered under the 1933 Act, and (ii) have
under the Trust Indenture Act of 1939, as amended.
10.!The Purchaser acknowledges that in connection with the offering of the Bonds: (i) the Placement Agent
r
person irrespective of whether the Placement Agent has advised or is advising the Purchaser on other matters, and (ii) the
Purchaser represents it has had the opportunity to consult with its own legal counsel and to negotiate this Certificate prior
to execution. The Purchaser waives to the fullest extent permitted by law any claims it may have against the Placement
Agent arising from an alleged breach of fiduciary duty in connection with the placement of the Bonds.
2
Pursuant to MSRB Rule G-
er sources of information relating to municipal securities transactions
generally used by brokers, dealers, and municipal securities dealers that effect transactions in the type of municipal securities at
issue.
C-2
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11.!The Purchaser understands that the Issuer, the Borrower and the Placement Agent and their respective
counsel and Bond Counsel will rely upon the accuracy and truthfulness of the representations and warranties contained
herein and hereby consents to such reliance.
12.!The signatory of this Letter is a duly authorized officer of the Purchaser with the authority to sign this
Letter on behalf of the Purchaser, and this Certificate has been duly authorized, executed and delivered.
Very truly yours,
!
!
!
ALERUS FINANCIAL, N.A., as Purchaser
By:
Name:
Title: !
ENGJSN!$51:267623!w4
C-3
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AGENDA REPORT
Meeting Date:September 25, 2023 Meeting Type:City Council
Submitted By:Scott Hickok, Community Development Director
Stacy Stromberg, Planning Manager
Nancy Abts, Associate Planner
Title
Ordinance No. 1416, Amending the Fridley City Code Chapter 205,Zoning,to allow Interim Use Permits,
and Authorizing Publication of Summary OrdinanceNo. 1416(Second Reading)
Background
The City of Fridley regulates land usein a variety of ways. Through the zoning chapters of the Fridley
City Code
approvals granted by the City Councilertain zoning
district andrequire review and approval by the Planning Commission and City Council before they are
allowed.
However, some
uses may not be permanently desirable for a property. In those instances, State Statute allows cities to
issue Interim Use Permits. Interim use permits allow the city regulatory flexibility and the opportunity to
approve certain land uses without creating a future legal nonconformity (e.g., creating
use).
Interim Usesidentified in the ordinanceincludetemporary facilities, seasonal uses, and use of an
identified Redevelopment Site that is unlikely to redevelop within the interim use permit period. The
ordinance alsoallows the City Council to determine similar uses to be approved as Interim Uses.
Following a public hearing, the City Council approved the first reading of the ordinance on September
11, 2023.
Financial Impact
Interim Use Permits require the same public hearing procedures as Special Use Permits, and fees will
be set accordingly.
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
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Recommendation
Staff recommend the City Council approve the second reading of Ordinance No. 1416.
Staff recommend the City Council approve Summary Ordinance No. 1416 for publication.
Focus on Fridley Strategic Alignment
X Vibrant Neighborhoods & Places Community Identity & Relationship Building
Financial Stability & Commercial Prosperity Public Safety & Environmental Stewardship
X Organizational Excellence
Attachments and Other Resources
!Ordinance No. 1416
!Summary Ordinance No. 1416
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
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Ordinance No. 1416
Amending the Fridley City Code Chapter 205, Zoning, to Allow Interim Uses
The City Council of the City of Fridley does ordain, after review, examination and staff
recommendation that the Fridley City Code be amended as follows:
Section 1
That the Fridley City Code Chapter 205, Zoning, be hereby amended as follows:
205.05 Administration and Enforcement
6. Interim Use Permit
A. Definition and Purpose.
(1) An interim use is a temporary use of property until a particular date, until the occurrence
of a particular event, or until zoning regulations no longer permit it.
(2) The purposes for allowing interim uses are:
(a) To allow a use for a temporary period of time until a permanent location is obtained
or while the permanent location is under construction;
(b) To allow a use that is presently judged acceptable by the City Council, but that with
anticipated development or redevelopment, will not be acceptable in the future or will be
replaced in the future by a permitted or special conditional use allowed within the
respective district;
(c) To allow a use that is seasonal in nature; or
(d) To allow a use for a limited period of time that reasonably uses the property where it
is not reasonable to use it in the manner otherwise provided in the zoning ordinance or
comprehensive plan.
B. Application. An application for an interim use permit must comply with the provisions for a
conditional Special Use Permit in the section of this chapter titled Special Use Permit.
C. Procedure. An interim use application will be processed in accordance with the procedure for
conditional Special Use Permits established in this chapter.
D. General Standards. No interim use permit may be granted unless the City Council determines
that the use will comply with the following:
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(1) The use will not delay anticipated development or redevelopment of the site;
(2) The use will not adversely impact implementation of the Comprehensive Plan;
(3) The use will not be in conflict with provisions of the city code on an ongoing basis;
(4) The use will not adversely affect the adjacent property, the surrounding neighborhood, or
other uses on the property where the use will be located;
(5) The date or event that will terminate the use can be identified with certainty;
(6) The use will not impose additional unreasonable costs on the public;
(7) The applicant has signed a consent agreement stating that the applicant, owner, operator,
tenant and/or user has no entitlement to future re-approval of the interim use permit and
that the interim use permit will not impose additional costs on the public if it is necessary for
the public to fully or partially take the property in the future; and
(8) The applicant agrees in writing to any conditions that the City Council deems appropriate
for the use including the requirement for a financial security to ensure removal of all evidence
of the use upon termination.
E. Uses Permitted with an Interim Use Permit may include but are not limited to:
(1) Interim use of an identified Redevelopment Site unlikely to redevelop within the interim
use permit period;
(2) Temporary structures in use until a permanent facility can be constructed;
(3) Off-site parking;
(4) Seasonal uses not otherwise provided for in this Chapter;
(5) Any other uses determined by the City Council to be the same or similar type uses.
F. Effect of Permit.
(1) An interim use permit is effective only for the location specified in the permit.
(2) An interim use permit, including any conditions, shall run with the land and shall not be
affected by a change in ownership of the property unless it is stated in the interim use permit
that a change in ownership of the property will terminate the interim use permit.
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(3) The issuance of an interim use permit does not confer on the property any vested right.
(4) The granting of an interim use permit by the City does not constitute, imply, or guarantee
the granting of any other required approvals (e.g., a building permit).
G. Termination.
(1) An interim use permit expires and the interim use must terminate at the earlier of:
(a) The expiration date of the interim use permit;
(b) The occurrence of any event identified in the interim use permit for the termination of
the use;
(c) Revocation of the interim use permit; or
(d) An amendment to city code that no longer allows the interim use.
(2) An interim use permit expires if the interim use ceases operation for a continuous period
of at least one year.
H. Revocation or Modification. The City Council may review an interim use permit periodically
and may revoke a permit upon violation of any condition of the permit, any law of the United
States or the State of Minnesota, or any city ordinance. If it is discovered after approval of the
interim use
fraudulent information, the City Council may revoke the permit, modify the conditions, or impose
additional conditions to ensure compliance with this section. The procedure for revocation will
be the same as that for Special Use Permits specified in this section. All costs incurred by the City
during the revocation process may be assessed to the property.
I. Amendments. All requested amendments to the conditions of an existing interim use permit
shall be processed in the same manner as a new application.
J. Renewals. The property owner may initiate renewal of an Interim Use Permit set to expire.
Application requirements for renewal of an existing interim use permit shall be the same as for a
new application.
(1) Terminated interim use permits cannot be renewed.
(2) Upon receiving a complete application for an interim use permit renewal, the City shall
send notice of the requested renewal to all property owners within 350 feet of the parcel(s)
containing the interim use. If any objections are raised within 10 days of the mailed notice,
the application shall be processed in the manner of a new application. If no objections are
raised, the City shall prepare a resolution to approve outlining the conditions and stipulations
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of renewal for consideration by the City Council. The City Council at its discretion may approve
or deny the request with findings. Denial of a renewal request does not constitute termination
of the existing interim use permit.
6. 7. Variances
A. Planning Commission.
The City Council has established the Planning Commission to serve as the Board of Appeals
and Adjustment, and to exercise all the authority and perform all functions of said Board
pursuant to Minnesota Statute Sections 462.351 to 462.36 4 and operate according to the
Fridley City Code.
B. Petition By Owner.
A variance may be granted when it is in harmony with the general purposes and intent of this
Chapter and when the variance is consistent with the Comprehensive Plan. A property owner
may request a variance when the owner establishes that there are practical difficulties in
complying with this Chapter. An application must be filed with the City and must state the
exceptional conditions and the peculiar and practical difficulties claimed as a basis for a
variance. A practical difficulty means:
(1)!The property owner proposes performance standards for the property in a reasonable
manner, but not permitted by the Zoning Code.
(2)!The plight of the landowner is due to circumstances unique to the property not created
by the landowner.
(3)!The variance, if granted, will not alter the essential character of the locality.
C. Hearing.
Within thirty (30) days after filing a completed application, the Planning Commission shall
hold a hearing thereon and shall hear such persons that want to be heard. Notice of such
hearing shall be mailed out at least ten (10) days before the date of the hearing to each owner
of affected property situated wholly or partially within 350 feet of the requested variance
location.
D.!Recommendations By Planning Commission.
The Planning Commission must act and report its recommendations within a reasonable time
so that the City Council can act on the application within sixty (60) days of receipt of
completed application. The Planning Commission may impose conditions in the granting of
a variance that the Commission considers necessary to protect adjacent properties.
E. Variances In R-1 Zoning.
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(1) In areas zoned R-1 (One Family Dwelling District) and S-1 (Hyde Park Neighborhood
District), the Planning Commission has the authority to grant final approval of variances
when all of the following conditions are met:
(a) There is unanimous agreement of the Planning Commission.
(b) The staff concurs with the recommendations of the Planning Commission.
(c) The general public attending the meeting or responding to the notice of public
hearing have no objection.
(d) The petitioner is in agreement with the recommendation.
(2) When the above conditions are not met, the variance request must be reviewed by the
City Council.
F. Record Of Action Taken.
The Planning Commission shall provide for a written record or video recording of its
proceedings which shall include the minutes of its meeting, its findings and the
recommendation, approval, or denial of each matter heard by it. The finding of fact shall
contain the following:
(1) The public policy which is served by requirement; and
(2) The unique circumstance of the property that cause practical difficulties in the strict
application of the requirement; and
(3) Any stipulations of the variance approval.
G. Action By The City Council.
The City Council must act on the recommendation of the Planning Commission and decide
on the action to be taken within sixty (60) days of the notice of variance.
H. Lapse Of Variance By Non-use.
If work as permitted by a variance is not commenced within one year and completed within
two years after granting-of a variance, then the variance shall become null and void unless a
petition for extension of time in which to complete the work has been granted by the City
Council. Such extension shall be requested in writing and filed with the City at least twenty
(20) days before the expiration of the original variance. The request for extension shall state
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facts showing a good faith attempt to complete the work permitted in the variance. Such
petition shall be presented to the City Council for review and/or decision.
7. 8. Appeals
A.!Planning Commission.
The City Council established the Planning Commission to serve as the Board of Appeals
and Adjustment and to exercise all the authority and perform all functions of said Board
pursuant to Minnesota Statute Sections 462.351 to 462.364 and operate according to the
Fridley City Code.
B.!Petition by Owner.
Any person aggrieved by an alleged error in any order, requirement, decision, or
determination made by a code enforcement officer or any other duly authorized agent in
the enforcement of this Chapter, may request a hearing before the Planning Commission.
The appeal must be made in writing to the Community Development Director according
to the terms and procedures established in Chapter 128 of City Code, and must clearly
describe the code section under appeal, the facts of the matter, and the mailing address
of the owner.
C.!Hearing.
The Community Development Director shall notify the Planning Commission and the
property
appeal from the administrative order, the Planning Commission shall hold a public
hearing thereon, unless a date is agreed upon by the property owner and the City. Both
the property owner and representatives of the City may appear at the hearing with Council
and may call witnesses and present relevant and competent evidence.
D.!Recommendations by Planning Commission.
Within ten (10) days after such hearing, the Planning Commission shall reverse or affirm
wholly or partly, or may modify the order, requirement, decision or determination of the
code enforcement officer or other duly authorized agent.
E.!Record of Action Taken.
The Planning Commission shall provide for a written record or video recording of its
proceedings which shall include the minutes of its meeting, its findings and the
recommendation, approval, or denial of each matter heard by it.
F.!Appeal to Council.
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Any person aggrieved by the decision of the Planning Commission may appeal that
decision to the City Council by filing notice of such appeal with the Community
Development Director within twenty (20) days of receiving notice of the Planning
e a statement of
the alleged errors or omissions of the Planning Commission. The City Council shall review
the record and recommendation created by the Planning Commission within twenty (20)
days following an appeal request and shall reverse or affirm wholly or partly, or modify
the order, requirement, decision, or determination of the Planning Commission. If the
Council fails to make a timely decision, the appeal shall be deemed to have been
approved.
8. 9. Vacations
A.!Process.
A party desiring to vacate any public right-of-way or easement, may file a written vacation
request with the City together with the fee established in Chapter 11 of the City Code and
the documentation required by the City on the application.
B. Public Water.
If a public right-of-way included in a vacation application adjoins a body of public water, a
written notice must be sent to the Commissioner of the Minnesota Department of Natural
Resources at least sixty (60) days before the hearing on the matter. In such cases, the City
may provide for an extension of no more than sixty (60) days of the period for consideration
of the application by notifying the applicant in writing. Failure of a property owner to receive
notice shall not invalidate any such proceedings as set forth within this Chapter.
C. Council Hearing and Action.
(1)!Hearing. The City Council shall conduct a public hearing following notice described in
this Section on the vacation request. The City Council shall follow such procedures as
established by the City Charter for approval of vacation requests.
(2)!
posted notice and a minimum ten (10) day written notice to any adjoining property
owner and on public right of way vacations.
(3)!Reservation of Interest. The City Council may specify the extent to which such vacation
affects existing easements therein and the extent to which the vacation affects the
authority of any person, corporation or city owning or controlling electric or telephone
poles and lines, gas and sewer lines, or water pipes, mains and hydrants, thereon or
thereunder, to continue to maintain the same or to enter upon such public right of
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way or portion thereof vacated to maintain, repair, replace, remove, or otherwise
attend thereto.
9. 10. Building Permits
A. No construction shall commence until a building permit has been issued indicating that the
existing or proposed structure and the use of the land, comply with this Chapter and all
building codes.
(1) All applications for building permits which will affect the outside dimensions of a
structure, shall be accompanied by three (3) copies of a site plan.
(2) If the site consists of land not a part of a subdivision or land composed of partial lots, the
site plan shall be attached to a survey or a registered land survey showing the actual
dimensions of the lot, lots or parcel to be built upon. The site plan shall also show
dimensions of existing and or proposed structures to be erected or structurally altered,
their location on the site in relation to the outside boundary, the required off-street
parking plan, proposed and existing grades, which indicate drainage considerations, and
such other information as may be necessary to provide for the enforcement of these
regulations.
(3) Site plans submitted for all uses except one and two family dwellings shall contain lighting
and landscape plans, and all site improvements are to be bonded at the rate of 3% of the
total project cost up to a maximum amount of $60,000, guaranteed by letter of credit or
bond to the City.
(4) The Council may waive the bond requirement, but a performance agreement would then
be required from the land owner, requiring the work to be done within a reasonable time,
to be fixed in the agreement, and if such improvements are not completed within the
time specified, the City may construct or complete such improvements and assess the
cost against the owner.
B. No building permit will be issued unless sufficient construction plans or written description
of construction, grading, excavating and filling as required by the City to assure reasonable
structural safety and adequacy of building and finished grades for the proposed use have
been submitted and approved.
C. Once construction of the foundation has been completed, an as-built certificate of survey
showing the location of the foundation shall be required, before the framing of the structure
is begun.
D. All institutional, multiple dwelling, commercial and industrial developments must obtain a
parking lot (land alteration) permit before paving may begin on any parking lot built or added
onto, that is not a part of a building permit. A plan for the parking lot shall be submitted to
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the City for approval. This plan shall show the proposed site, structures, access drives,
off-street loading spaces, screening, lighting, stacking spaces, curbing, drainage, striping,
landscaping, parking spaces, existing structures within 100 feet of the site and paving
specifications. If the proposed plan meets all City and State requirements, a land alteration
permit shall be issued.
E. Every permit issued by the City under the provisions of this Code shall expire by limitation
and become null and void if the building or work authorized by such permit is not
commenced within 180 days from the date of such permit, or if the building or work
authorized by such permit is suspended or abandoned at any time after the work is
commenced for a period of 180 days. Before such work can be recommenced, a new permit
shall be first obtained, and the fee therefor shall be one-half (1/2) the amount required for a
new permit for such work, provided no changes have been made or will be made in the
original plans and specifications for such; work; and provided further that such suspension or
abandonment has not exceeded one (1) year.
F. Any permittee holding an unexpired permit may apply for an extension of the time within
which he or she may commence work under that permit when he or she is unable to
commence work within the time required by this Section for good and satisfactory reasons.
The building official may extend the time for action by the permittee for a period not
exceeding 180 days upon written request by the permittee showing that circumstances
beyond the control of the permittee have prevented action from being taken. No permit shall
be extended more than once. In order to renew action on a permit after expiration, the
permittee shall pay a new full permit fee.
10. 11. Certificate of Occupancy
A. A certificate of occupancy shall be obtained for all new construction stating that all provisions
F
B. A certificate of compliance shall be issued to all existing legal nonconforming and conforming
uses which do not have a certificate of occupancy after all public health, safety, convenience
and general welfare conditions of the City Code are in compliance.
C. No permit or license required by the City of Fridley or other governmental agency shall be
issued by any department official or employee of the City of such governmental agency,
unless the application for such permit or license is accompanied by proof of the issuance of
a certificate of occupancy or certificate of compliance.
11. 12. Enforcement
Violation A Misdemeanor; Penalty.
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The owner of a building or premises in or upon which a violation of any provisions of this Chapter
has been committed, or shall exist; or the lessee of the entire building or entire premises in or upon
which a violation has been committed or shall exist; or the owner or lessee of any part of the building,
or premises in or upon which such violation has been committed or shall exist, shall be guilty of a
misdemeanor, and subject to all penalties provided for such violations under the provision of Chapter
901 of this Code each and every day that such violation continues. Any such person who, having
been served with an order to remove any such violation, shall fail to comply with said order to remove
any such violation, within ten (10) days after such service, or shall continue to violate any provisions
of the regulations made under authority of this Chapter in the respect named in such order shall be
guilty of a misdemeanor and subject to all penalties provided for such violations under the provisions
of Chapter 901 of this Code. Each day that such violation continues shall be a separate violation.
Section 2
That the Fridley City Code be hereby amended by updating Chapter 209, Fees as follows:
Fridley City Code
Chapter 209 Fees
209.12.7 Planning And Zoning Fees
Code Subject Fee
M.S. § 462.355 Comprehensive Plan Amendment $1,500
217 Condominium (annual registration)
!!!!!!!!2-4 units $20
!!!!!!!!5-12 units $30
!!!!!!!!13-24 units $40
!!!!!!!!Over 24 units $50
217.04 Condominium conversion registration (one-time fee)
!!!!!!!!2 units $500
!!!!!!!!3-7 units $750
!!!!!!!!8-12 units $1,000
!!!!!!!!Over 12 units $1,000 + $50 per
unit for every unit
over 12
208 Conservation Plan Review (as part of building permit for $450
new construction
205 Farmers Market Event Permit $100
205 Interim Use Permit
$1,000
!!!!!!!!R-1
$1,500
!!!!!!!!All others
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211 Lot Splits $1,250
205.24 Master Plan, Application or Amendment $1,500
203 Manufactured Home Parks $30 + $1 per trailer
site (one-time fee)
214 Signs and/or Billboards
!!!!!!!!Permanent wall sign $100
!!!!!!!!Permanent free-standing/monument $200
!!!!!!!!Permanent re-face/face-change $50
!!!!!!!!Temporary sign $100 plus ($200
deposit refunded if
conditions met)
205.30 Telecommunications Permit to add Equipment to an $400/user/tower
Approved Site
Small Cell Telecommunications Towers and Facilities $500
District $1,500
!!!!!!!!205.30.24 Distributed Antenna System (DAS) $2,000
Application Fee
!!!!!!!!205.30.24 DAS Application Review Fee
!!!!!!!!205.30.9(9) DAS Abandonment Escrow
205.30 Temporary Outdoor Display Permit $75
205.33 Transit Oriented District (TOD) Project Plan Application $1,500
205.33 TOD Tree Substitution Fee to TOD Capital Project Fund $500 per tree
211 Plat
!!!!!!!!Up to 200 lots $1,500
!!!!!!!!Each additional lot $15
205 Rezoning $1,500
205 Special Use Permit
!!!!!!!!R-1 $1,000
!!!!!!!!All others $1,500
205 Vacations, Right of Way or Easement $1,500
205 Variance
!!!!!!!!R-1 $500
!!!!!!!!All others $1,400
205 Wetlands
$1,500
!!!!!!!!Certifying Exemptions
$1,500
!!!!!!!!Replacement Plan Application
$1,500
!!!!!!!!No Loss Determination
$1,500
!!!!!!!!Appeal of Decision
256
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Passed and adopted by the City Council of the City of Fridley on this 25th day of September,
2023.
______________________________________
Scott J. Lund - Mayor
______________________________________
Melissa Moore - City Clerk
Public Hearing: September 11, 2023
First Reading: September 11, 2023
Second Reading: September 25, 2023
Publication: September 28, 2023
257
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City of Fridley
Summary Ordinance No. 1416
Amending the Fridley City Code Chapter 205, Zoning, to Allow Interim Uses
The City of Fridley does ordain, after review, examination, and staff recommendation that the
Fridley City Code (Code) be amended by adopting Ordinance No. 1416. A summary of the
amendments to the Code made by Ordinance No. 1416 are as follows:
The Ordinance adds Section 205.05, Subsection 6, Interim Use Permit, to the Fridley City Code
(Code). Section 205.05.6.A is a definition and purpose statement, § 205.05.B describes application
required, § 205.05C describes procedures § 205.05.D describes general standards, § 205.05.E
describes uses permitted, § 205.05.F describes the effect of permit, § 205.05.G gives reasons for
termination, § 205.05.H gives reasons for revocation or modification; § 205.05.I describes
amendments, § 205.05.J explains renewal procedures. The Ordinance amends Chapter 209, Fees
by adding Interim Use Permits for R-1 and other zoning classifications to the Code.
Ordinance No. 1416 was passed and adopted by the City Council of the City of Fridley on September
25, 2023. The full text of the Ordinance is available on the City website or for inspection by any
person during regular office hours at the Office of the City Clerk.
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AGENDA REPORT
Meeting Date:September 25, 2023 Meeting Type:City Council
Submitted By: Beth Kondrick, Deputy City Clerk
Title
Resolution No. 2023-109, Approving City Licenses
Background
Pursuant to chaptersof the Fridley City Code (Code), certain business licensing activities require approval
of theFridleyCity Council(Council).
The City has receivedthe following license applications for approval:
Temporary Lawful Gambling Permit
Mary Sue Myers of the Fridley Historical Society has applied for aTemporary Lawful Gambling
permitfor an event to be held at the Fridley Historical Society on Saturday, October 7.
Massage Therapy Individual License
Patricia Pate has applied for a Massage Therapy Individual License to perform massage therapy
at Collective Harmony Healing Arts.
Hemp THC Products Shop License
Anan Barbarawi has applied for a Hemp THC Products Shop License to sell THC products at
Incognito Tobacco and Supply.
Staff have performed the required verification steps spelled outin Chapter603 (Intoxicating Liquor),
Chapter 30 (Lawful Gambling)and Chapter 310 (Hemp THC Products)of the Code. No issues have been
found with any of these license applicants and all are recommended for approval.
Financial Impact
All revenues for similarlicenses were anticipated as part of the 2023Budget.
Recommendation
Staff recommend the approval of Resolution No. 2023-109.
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
Vibrant Neighborhoods & Places X Community Identity & Relationship Building
Financial Stability & Commercial Prosperity X Public Safety & Environmental Stewardship
Organizational Excellence
Attachments
!Resolution No. 2023-109
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
25:
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Resolution No. 2023-109
Approving City Licenses
Whereas, the Fridley City Code (Code) and various sections of Minnesota Statute (M.S.) direct
licensing requirements for certain business activities within the City of Fridley (City); and
Whereas, pursuant to Chapter 30 of the Code, the City Council must approve exempt lawful
gambling permits; and
Whereas, a Temporary Lawful Gambling permit application was submitted by Mary Sue Meyers
for an event to be held at the Fridley Historical Society on October 7, 2023; and
Whereas, pursuant to Chapter 125 of Code, the City Council must approve Massage Therapy
Individual License applications; and
Whereas, a Massage Therapy Individual License application was submitted by Patricia Pate to
perform massage therapy at Collective Harmony Healing Arts; and
Whereas, pursuant to Chapter 310 of the Code, the City Council must approve Hemp THC
Products Shop Licenses; and
Whereas, a Hemp THC Products Shop License application was submitted by Anan Barbarawi for
Incognito Tobacco and Supply; and
Whereas, permits;
and
Whereas, applicable City staff recommend the approval of the following permits by the City
Council.
Now, therefore be it resolved, that the City Council of the City of Fridley hereby approves the
following licenses.
Gambling
Type of License Applicant Staff Approval City Code Minnesota
Statute
Temporary Mary Sue !City Clerk Chapter 30 M.S. § 349.166
Lawful Gambling Meyers, Fridley !Public Safety
Permit Historical Society
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Massage Therapy
Type of License Applicant Staff Approval City Code Minnesota
Statute
Massage Therapy Patricia Pate, !City Clerk Chapter 125 M.S. § 471.707
Individual Collective !Public Safety
Harmony Healing
Arts
Hemp THC Products Shop
Type of License Applicant Staff Approval City Code Minnesota
Statute
Hemp THC Anan Barbarawi, !City Clerk Chapter 310 M.S. § 151.72
Products Shop Incognito !Public Safety
License Tobacco and
Supply
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
262
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AGENDA REPORT
Meeting Date:September 25, 2023 Meeting Type:City Council
Submitted By:Roberta Collins, Assistant to the City Manager
Title
Resolution No. 2023-116,Approving Claims for the Period Ending September 20, 2023
Background
Attached is Resolution No. 2023-116and the Claims Reportfor the period endingSeptember 20, 2023.
Financial Impact
Included in the budget.
Recommendation
Staff recommend the approval of Resolution No. 2023-116.
Focus on Fridley Strategic Alignment
Vibrant Neighborhoods &PlacesCommunity Identity &Relationship Building
X Financial Stability & Commercial ProsperityPublic Safety & Environmental Stewardship
Organizational Excellence
Attachments and Other Resources
Resolution No. 2023-116
City Council Claims Report
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
263
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Resolution No. 2023-116
Approving Claims for the Period Ending September 20, 2023
Whereas, Minnesota Statute § 412.271 generally requires the City Council to review and approve
claims for goods and services prior to the release of payment; and
Whereas, a list of such claims for the period ending September 20, 2023, was reviewed by the
City Council.
Now, therefore be it resolved, that the City Council of the City of Fridley hereby approves the
payment of the claims as presented.
th
Passed and adopted by the City Council of the City of Fridley this 25 day of September, 2023.
_______________________________________
Scott J. Lund - Mayor
Attest:
Melissa Moore City Clerk
264
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266
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267
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268
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269
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26:
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AGENDA REPORT
Meeting Date:September 25, 2023 Meeting Type:City Council
Submitted By:Joe Starks, Finance Director/City Treasurer
Title
Resolution No. 2023-111, Approving the Proposed Property Tax Levy for 2023, Collectible in 2024, for
the City of Fridley
Background
Per Minnesota Statutes § 275.065, all home rule and statutory cities must certify a Proposed Property
Tax Levy (Proposed Levy) to their respective county auditor on or before September 30 of each year. For
the City of Fridley (City), the Proposed Levy supports four separate budget areas: 1) General Fund(GF);
2) Information Technology (IT) Capital Equipment Fund; 3) Springbrook Nature Center (SNC) Fund; and
4) Debt Service(DS). Generally, the Final Property Tax Levy (Final Levy), typically certified in December,
cannot exceed the Proposed Levy.
On May 8, July 24and September 11, 2023, the City Council (Council) reviewed the Proposed 2024
Budget, which included a review of anticipated revenues and expenditures, discussion about budget
assumptionsand impact of debt service obligations. Given thosediscussions, staff recommend a4.88%
increase in the overall Proposed Levy. Information belowoutlines the changes in the Proposed Levy.
Since the proposed changesfor the General Fund, IT Capital ProjectsFund and SNC Fundsall exceed
5.0% compared to the previous year, staff recommend the Council adopt the attached resolution with
to ensure compliance with Charter § 7.02.1.
Assuming approval of the Proposed Levy, staff anticipate the Council to hold a public hearingon
November 27, 2023,at 7:00pm in the Council Chambers at Fridley Civic Campus, to receive comments
on the same. On December 11, 2023, staff also anticipate the Council to adopt the various components
of the budget, includingthe Final Levy.
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
271
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Financial Impact
Staff estimate that City property taxes for a residential homestead, with a median assessed value of
$283,100 for 2024 (compared to approximately $288,300 for 2023), could decrease by approximately
$51, from about $1,223 for 2023 to approximately $1,172 for 2024. These projections are based on
property tax estimates and may be subject to change upon the release of audited property tax
information by Anoka County.
Recommendation
Staff recommend the approval of Resolution No. 2023-111.
Focus on Fridley Strategic Alignment
Vibrant Neighborhoods & Places Community Identity & Relationship Building
X Financial Stability & Commercial Prosperity Public Safety & Environmental Stewardship
X Organizational Excellence
Attachments and Other Resources
!Resolution No. 2023-111
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
272
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Resolution No. 2023-111
Approving the Proposed 2024 Property Tax Levy for 2023, Collectible in 2024,
for the City of Fridley
Whereas, the Fridley City Charter (Charter) of the City of Fridley (City) grants broad powers to the
City to raise money by taxation pursuant to the laws of the State of Minnesota; and
Whereas, the Charter also establishes both the budget preparation process and the
responsibilities of the City Council and City Manager for these activities; and
Whereas, Minnesota Statutes § 275.065 requires the City to certify its proposed property tax levy
requirements to the Anoka County on or before September 30; and
Whereas, the City Council will hold a public hearing on November 27, 2023, at 7:00pm in the
Council Chambers at Fridley Civic Campus, to receive comments regarding the proposed property
tax levy for 2023, collectible in 2024; and
Whereas, the City has adequate fund balances and reserves to pay bond principal and interest
payments on General Obligation Bond Series 2017A in the amount of $200,000 and authorizes
the County Auditor to cancel $200,000 of the related Bond Levy for taxes payable in 2024, leaving
a balance of $2,979,256 for taxes payable 2024 for Series 2017A.
Now, therefore be it resolved, that the City Council of the City of Fridley hereby certifies to the
County of Anoka, Minnesota, the following proposed property tax to be levied in 2023 for
collection in 2024:
Proposed 2024 Property Tax Levy
Levy Component Amount
General Fund $ 14,950,600
Information Technology Capital Projects Fund 79,872
Springbrook Nature Center Fund 538,211
Bonded Indebtedness 5,009,116
Total $ 20,577,799
Be it further resolved, that the City Council authorizes the City Manager, or their designee, to
transmit a certified copy of this resolution to the County of Anoka, Minnesota.
273
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th
Passed and adopted by the City Council of the City of Fridley this 25 day of September,
2023.
_______________________________________
Scott J. Lund Mayor
Attest:
Melissa M. Moore City Clerk
274
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AGENDA REPORT
Meeting Date:September 25, 2023 Meeting Type:City Council
Submitted By:Joe Starks, Finance Director/City Treasurer
Title
Resolution No. 2023-112, Approving the Proposed 2024General Fund Budget for the City of Fridley
Background
Per Minnesota Statutes§ 275.065, and consistent with guidance from the League of Minnesota Cities,
all home rule and statutory cities must adopt a proposed general fund budget on or before September
30 of each year. Additionally, Fridley City Charter(Charter)§ 7.05 guides staff to prepare and present a
proposed budget at a regular meeting prior to the deadline established by Minnesota statutes.
OnMay 8, July 24and September 11, 2023, the City Council (Council) discussedthe Proposed 2024
General Fund Budget(Proposed Budget), which included a review of anticipated revenues and
expenditures among other items. Consistent with these discussions, staff revised the Proposed Budget
to reflect Council guidance, while responding to various cost pressures, notably inflationary pressures,
and increases to personnel services
in coordination with applicable labor agreements.
Assuming approval of the Proposed Budget, staff anticipate the Council to hold a public hearing on
November 27, 2023,to receive comments on the same. Shortly thereafter, on December 11, 2023, staff
also anticipate the Council to adopt the various components of the budget. In the interim, staff will
continue to refine budget estimates and review the same with the Council, asneeded.
The Proposed 2024General Fund Summary Budget and General Fund Department Summary Budgets
are attached. The Council reviewed these documents at the meetings mentioned above.
Financial Impact
The Proposed Budget plans for up to $22,562,100of expenditures supported by the same amount of
revenues, an increase of about $1,507,600or 7.2% compared to the previous fiscal year.
Recommendation
Staff recommend the approval of Resolution No. 2023-112.
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
Vibrant Neighborhoods & Places Community Identity & Relationship Building
X Financial Stability & Commercial Prosperity Public Safety & Environmental Stewardship
X Organizational Excellence
Attachments and Other Resources
!Resolution No. 2023-112
!Proposed 2024 General Fund Summary/General Fund Departmental Summary Budgets
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
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Resolution No. 2023-112
Approving the Proposed 2024 General Fund Budget for the City of Fridley
Whereas, the Fridley City Charter (Charter) of the City of Fridley (City) grants broad powers to the
City to prepare and adopt an annual budget for the general fund and other City activities; and
Whereas, the Charter also establishes both the budget preparation process and the
responsibilities of the City Council and City Manager for the same; and
Whereas, the City Manager prepared such documents and presented them for review by the City
Council on May 8, July 24 and September 11, 2023; and
Whereas, the City Council will hold a public hearing on November 27, 2023 to receive comments
before approving and adopting a final budget for 2024.
Now, therefore be it resolved, that the City Council of the City of Fridley hereby approves the
following proposed budget for the 2024:
Proposed 2024 General Fund Budget
Revenues Expenditures
Taxes $ 15,002,400 Legislative (City Council) $ 212,500
Special Assessments 60,000 City Management 1,951,000
Licenses and Permits 1,066,000 Finance 1,918,000
Intergovernmental 2,546,600 Non-departmental 29,200
Charges for Services 2,795,800 Public Safety 10,788,700
Fines and Forfeitures 132,500 Public Works 4,954,700
Miscellaneous 416,300 Parks & Recreation 941,600
Other Financing Sources 542,500 Community Development 1,766,400
Total $ 22,562,100 Total $ 22,562,100
th
Passed and adopted by the City Council of the City of Fridley this 25 day of September,
2023.
_______________________________________
Scott J. Lund Mayor
Attest:
Melissa M. Moore City Clerk
277
/
6
8
2
!
7
2
n
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6
9
2
!
7
2
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$
$
$
$ $
$ (212,500)
$ -
- - - - - - -
- - -
$ -$ 112,700 97,400$ 212,500
2,400
2,400
$ (169,000)
$ - - - - - - -
- - - -
$ 90,400
$ - 76,200$ 169,000
$ (147,508)
$ -
- - - - - - -
- - -
$ -$ 89,644 57,130$ 147,508
734
2,300
$ (165,500)
$ - - - - - - -
- - - -
$ 89,300
$ - 73,900$ 165,500
169,670
202120212022202220232024
BudgetActualBudgetActualBudgetBudget
$ (169,495)
$ - - - - - - -
- - - -
$ -$ 91,094 77,654
747$ 169,495
s
42 - Special Assessments-43 - Licenses and Permits-44 - Intergovernmental-45 - Charges for Services-46 - Fines and Forfeitures-47 - Miscellaneous-49 - Other Financing Sources-Total Revenues-61
- Personnel Services95,50062 - Supplies2,28063 - Other Services & Charges71,89070 - Capital Outlay-80 - Debt Service-99 - Other Financing Uses-Total Expenditure
41 - Taxes-
Fund: General (101)Department: Legislative (11)Division: City Council (10)
RevenuesExpenditures Net Property Tax Supported(169,670)
/
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7
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6
1
2
!
8
2
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$
$
$
$ $
$ (410,800)
$ -
- - - - - - -$ 391,100
- - -
$ - 14,400$ 410,800
5,300
$ (391,200)
$ - - - - - - -
- - - -
$ 371,300
$ - 5,300 14,600$ 391,200
$ (391,549)
$ -
- - - - - - -$ 372,570
- - -
$ - 16,343$ 391,549
2,636
$ (380,500)
$ - - - - - - -
- - - -
$ 356,900
$ - 5,300 18,300$ 380,500
354,390
202120212022202220232024
BudgetActualBudgetActualBudgetBudget
$ (369,162)
$ - - - - - - -
-$ 347,585 - - -
$ - 17,916
3,661$ 369,162
s
42 - Special Assessments-43 - Licenses and Permits-44 - Intergovernmental-45 - Charges for Services-46 - Fines and Forfeitures-47 - Miscellaneous-49 - Other Financing Sources-Total Revenues-61
- Personnel Services332,40062 - Supplies5,32063 - Other Services & Charges16,67070 - Capital Outlay-80 - Debt Service-99 - Other Financing Uses-Total Expenditure
41 - Taxes-
Fund: General (101)Department: General Management (12)Division: City Management (10)
RevenuesExpenditures Net Property Tax Supported(354,390)
/
6
2
2
!
8
2
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$
$ $
$ $
$ (330,500)
$ -$ -
- - - - - - -
- - -
130,000$ 130,000 460,500$ 460,500
$ (276,900)
$ - - - - - - -$ -
- - - -
129,700 406,600
$ 129,700$ 406,600
$ (271,678)
$ -$ -
- - - - - - -
- - -
117,112$ 117,112 388,790$ 388,790
6
$ (250,700)
$ - - - - - - -$ -
- - - -
155,900 406,600
$ 155,900$ 406,600
398,250
202120212022202220232024
BudgetActualBudgetActualBudgetBudget
$ (258,877)
$ -
$ - - - - - - -
- - - -
126,049$ 126,049 384,926
$ 384,92
s
42 - Special Assessments-43 - Licenses and Permits-44 - Intergovernmental-45 - Charges for Services-46 - Fines and Forfeitures160,70047 - Miscellaneous-49 - Other Financing Sources-Total
Revenues160,700 61 - Personnel Services-62 - Supplies-63 - Other Services & Charges398,25070 - Capital Outlay-80 - Debt Service-99 - Other Financing Uses-Total Expenditure
41 - Taxes-
Fund: General (101)Department: General Management (12)Division: Legal (40)
RevenuesExpenditures Net Property Tax Supported(237,550)
/
6
3
2
!
8
2
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$
$
$
$ $
$ (449,600)
$ -
- - - - - - -$ 383,600
- - -
$ - 62,400$ 449,600
3,600
$ (411,900)
$ - - - - - - -
- - - -
$ 348,100
$ - 3,600 60,200$ 411,900
$ (345,317)
$ -
- - - - - - -$ 310,149
- - -
$ - 32,564$ 345,317
2,604
6
3,600
$ (407,300)
$ - - - - - - -
- - - -
$ 345,900
$ - 57,800$ 407,300
427,260
202120212022202220232024
BudgetActualBudgetActualBudgetBudget
$ (389,796)
$ - - - - - - -
-$ 352,829 - - -
$ - 36,287
680$ 389,79
s
42 - Special Assessments-43 - Licenses and Permits-44 - Intergovernmental-45 - Charges for Services-46 - Fines and Forfeitures-47 - Miscellaneous-49 - Other Financing Sources-Total Revenues-61
- Personnel Services370,70062 - Supplies3,59063 - Other Services & Charges52,97070 - Capital Outlay-80 - Debt Service-99 - Other Financing Uses-Total Expenditure
41 - Taxes-
Fund: General (101)Department: General Management (12)Division: Employee Resources (60)
RevenuesExpenditures Net Property Tax Supported(427,260)
/
6
4
2
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$
$
$ $
$
$ (221,500)
$ -
- - - - - -$ 15,000$ 148,400
- - -
15,000 84,800$ 236,500
3,300
$ (201,000)
$ - - - - - - -
- - -
$ 11,000$ 140,700
11,000 3,300 68,000$ 212,000
$ (207,197)
$ -$ 10,520
- - - - - -$ 161,143 -
- -
1,675 54,899$ 217,717
10,520
13,000
$ (261,300)
$ - - - - - - -$ 9,500
- - -
$ 196,600
9,500 61,200$ 270,800
149,030
202120212022202220232024
BudgetActualBudgetActualBudgetBudget
$ (167,909)
$ 3,500
$ - - - - - - -$ 120,322
145 - - -
50,942
3,500$ 171,409
s
42 - Special Assessments-43 - Licenses and Permits-44 - Intergovernmental6,00045 - Charges for Services-46 - Fines and Forfeitures-47 - Miscellaneous-49 - Other Financing Sources-Total
Revenues6,000 61 - Personnel Services102,30062 - Supplies-63 - Other Services & Charges46,73070 - Capital Outlay-80 - Debt Service-99 - Other Financing Uses-Total Expenditure
41 - Taxes-
Fund: General (101)Department: General Management (12)Division: Communications and Engagement (70)
RevenuesExpenditures Net Property Tax Supported(143,030)
/
6
5
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$
$
$
$ $
$ (102,000)
$ -
- - - -$ 250,300 - - -
115,900 52,200$ 170,600 21,300$ 272,600
2,500 1,000
1,000
$ (80,300)
$ - - - - - - -
-
$ 235,500
115,300 2,500 60,000$ 177,800 21,600$ 258,100
-
$ (31,749)
$ -
- - -$ 170,826 - - -
97,807 54,121$ 155,428$ 187,177
3,500 228 16,123
$ (17,200)
100 1,000
$ - - - - - - -
107,200$ 152,600
2,700 35,000$ 145,000 8,600$ 162,200
112,550
202120212022202220232024
BudgetActualBudgetActualBudgetBudget
$ 74,830
12 576
$ - - - 1,500 -$ 118,031 - -
-
117,937 78,489$ 197,938
4,501$ 123,108
s
42 - Special Assessments-43 - Licenses and Permits103,40044 - Intergovernmental-45 - Charges for Services20046 - Fines and Forfeitures-47 - Miscellaneous39,39049 - Other Financing Sources-Total
Revenues142,990 61 - Personnel Services105,30062 - Supplies98063 - Other Services & Charges6,27070 - Capital Outlay-80 - Debt Service-99 - Other Financing Uses-Total Expenditure
41 - Taxes-
Fund: General (101)Department: General Management (12)Division: City Clerk/Records (80)
RevenuesExpenditures Net Property Tax Supported30,440
/
6
6
2
!
8
2
n
f
u
J
$
$
$
$ $
$ (121,000)
$ -$ 100,500
- - - - - - -
1,200 - - -$ 121,000
$ - 19,300
-
$ (16,300)
$ - - - - - - -
- - - -
$ -$ 16,300
$ - 16,300
$ (63,387)
$ -
- - - - - - -
- - -$ 63,387
$ -$ 47,044 15,909
434
1,200
$ (98,800)
$ - - - - - - -
-$ 65,000 - - -$ 98,800
$ - 32,600
12,140
202120212022202220232024
BudgetActualBudgetActualBudgetBudget
$ (6,261)
$ -
$ - - - - - - -
- - - -
$ - 5,912$ 6,261
349
s
42 - Special Assessments-43 - Licenses and Permits-44 - Intergovernmental-45 - Charges for Services-46 - Fines and Forfeitures-47 - Miscellaneous-49 - Other Financing Sources-Total Revenues-61
- Personnel Services-62 - Supplies1,19063 - Other Services & Charges10,95070 - Capital Outlay-80 - Debt Service-99 - Other Financing Uses-Total Expenditure
41 - Taxes-
Fund: General (101)Department: General Management (12)Division: Elections (90)
RevenuesExpenditures Net Property Tax Supported(12,140)
/
6
7
2
!
8
2
n
f
u
J
$
$
$
$
$
$ 17,987,500
$ 17,958,300
$ 15,002,400
1,431,700
$ -
- - - - - - -$ 29,200
933,900 77,000 542,500 29,200
$ 16,643,300
-
$ 16,619,600
$ 13,883,600
1,353,100
- - -$ - - - -
698,400 680,100$ 23,700
28,100 23,700
$ 15,918,381
$ 15,902,886
$ 13,666,861
1,250,400
- - - 162 - - -
666,435 259,715$ - 15,333
74,970$ 15,495
6
$ 119,000
$ 15,812,900
-
$ 15,693,900
$ 13,637,400 1,239,800 -
- - -$ 95,300 - -
662,300 9,600 263,800
23,700
78,460
202120212022202220232024
BudgetActualBudgetActualBudgetBudget
$ 15,558,78
$ 11,219,369
$ 13,306,327
1,185,442
- - -$ - 492 - - 4,321,388
774,700 102,717 189,600$ 4,339,417
17,537
s
42 - Special Assessments-43 - Licenses and Permits-44 - Intergovernmental744,70045 - Charges for Services1,156,70046 - Fines and Forfeitures-47 - Miscellaneous30,50049 - Other Financing
Sources186,700 Total Revenues15,150,300 61 - Personnel Services171,19062 - Supplies-63 - Other Services & Charges(92,730)70 - Capital Outlay-80 - Debt Service-99 - Other Financing Uses-Total
Expenditure
41 - Taxes13,031,700
Fund: General (101)Department: Non-Departmental (14)Division: Non-Departmental (10)
RevenuesExpenditures Net Property Tax Supported15,071,840
/
6
8
2
!
8
2
n
f
u
J
$
$ $
$ $
$ -
$ -$ -
- - - - - - -
- - - -$ -
$ - -
-
$ (88,300)
$ 88,300
$ - - - - - - -
-$ - 88,300 - - -
$ -
$ (805)
$ -$ -
- - - - - - -
805 - - -$ 805
$ - -
-
$ (88,300)
$ - - - - - - -
-$ - - - -
$ 88,300
$ - 88,300
88,360
202120212022202220232024
BudgetActualBudgetActualBudgetBudget
$ (13,882)
$ -
$ - - - - - - -
- 645 - - -
$ - 13,237$ 13,882
s
42 - Special Assessments-43 - Licenses and Permits-44 - Intergovernmental-45 - Charges for Services-46 - Fines and Forfeitures-47 - Miscellaneous-49 - Other Financing Sources-Total Revenues-61
- Personnel Services-62 - Supplies-63 - Other Services & Charges88,36070 - Capital Outlay-80 - Debt Service-99 - Other Financing Uses-Total Expenditure
41 - Taxes-
Fund: General (101)Department: Non-Departmental (14)Division: Emergency Reserves (20)
RevenuesExpenditures Net Property Tax Supported(88,360)
/
6
9
2
!
8
2
n
f
u
J
/
6
:
2
!
8
2
n
f
u
J
/
6
1
2
!
9
2
n
f
u
J
$
$
$
$ $
$ (349,200)
$ -
- - - - - - -$ 309,300
- - -
$ - 37,600$ 349,200
2,300
$ (306,600)
$ - - - - - - -
- - - -
$ 288,600
$ - 2,200 15,800$ 306,600
$ (289,093)
$ -
- - - - - - -$ 273,619
- - -
$ - 13,782$ 289,093
1,692
$ (296,700)
$ - - - - - - -
- - - -
$ 280,900
$ - 2,500 13,300$ 296,700
283,680
202120212022202220232024
BudgetActualBudgetActualBudgetBudget
$ (272,390)
$ - - - - - - -
-$ 256,127 - - -
$ - 14,400
1,863$ 272,390
s
42 - Special Assessments-43 - Licenses and Permits-44 - Intergovernmental-45 - Charges for Services-46 - Fines and Forfeitures-47 - Miscellaneous-49 - Other Financing Sources-Total Revenues-61
- Personnel Services268,00062 - Supplies2,49063 - Other Services & Charges13,19070 - Capital Outlay-80 - Debt Service-99 - Other Financing Uses-Total Expenditure
41 - Taxes-
Fund: General (101)Department: Finance (13)Division: Assessing (20)
RevenuesExpenditures Net Property Tax Supported(283,680)
/
6
2
2
!
9
2
n
f
u
J
$
$
$
$ $
$ (749,600)
$ -
- - - - - - -$ 353,700
- - -
$ - 392,900$ 749,600
3,000
$ (758,700)
$ - - - - - - -
- - - -
$ 419,400 334,100
$ - 5,200$ 758,700
$ (680,631)
$ -
- - - - - - -$ 350,944
- - -
$ - 327,621$ 680,631
2,066
$ (677,100)
$ - - - - - - -
- - - -
$ 397,800 274,200
$ - 5,100$ 677,100
624,580
202120212022202220232024
BudgetActualBudgetActualBudgetBudget
$ (581,149)
$ - - - - - - -
-$ 330,871 - - -
$ - 245,585
4,693$ 581,149
s
42 - Special Assessments-43 - Licenses and Permits-44 - Intergovernmental-45 - Charges for Services-46 - Fines and Forfeitures-47 - Miscellaneous-49 - Other Financing Sources-Total Revenues-61
- Personnel Services354,00062 - Supplies5,15063 - Other Services & Charges265,43070 - Capital Outlay-80 - Debt Service-99 - Other Financing Uses-Total Expenditure
41 - Taxes-
Fund: General (101)Department: Finance (13)Division: Information Technology (30)
RevenuesExpenditures Net Property Tax Supported(624,580)
/
6
3
2
!
9
2
n
f
u
J
/
6
4
2
!
9
2
n
f
u
J
$ $
$ $
$
$ 1,381,800$ 8,812,100
$ 8,046,600$ (7,430,300)
$ -
- - - - - -
860,000 487,300 272,600 492,900
- 34,500
$ 1,315,600$ 8,152,900
$ 7,477,200$ (6,837,300)
$ - - - 1,200 - - -
-
786,600 519,600 247,900 427,800
8,200
$ 1,304,918$ 7,830,168
$ 7,065,363$ (6,525,250)
$ -
- - - - - - -
750,292 480,874 73,752 285,546 479,259
$ 1,263,100$ 7,881,000
$ 7,135,300$ (6,617,900)
$ - - - - - - -
798,600 446,100 261,400 484,300
- 18,400
202120212022202220232024
7,414,180
BudgetActualBudgetActualBudgetBudget
$ 7,342,502
3,437
$ 6,608,252$ (6,285,851)
$ - - - - - - -
602,413 438,510 12,291$ 1,056,651 248,051 486,199
s
42 - Special Assessments-43 - Licenses and Permits-44 - Intergovernmental547,00045 - Charges for Services337,90046 - Fines and Forfeitures70047 - Miscellaneous12,80049 - Other Financing
Sources-Total Revenues898,400 61 - Personnel Services6,691,20062 - Supplies216,87063 - Other Services & Charges506,11070 - Capital Outlay-80 - Debt Service-99 - Other Financing Uses-Total
Expenditure
41 - Taxes-
Fund: General (101)Department: Public Safety (21)Division: Police (10,12)
RevenuesExpenditures Net Property Tax Supported(6,515,780)
/
6
5
2
!
9
2
n
f
u
J
$
$ $ $
$
$ (11,700)
$ -$ -
- - - - - 3,000 -
- - -$ 14,700
$ 3,000 11,200
3,500
$ (14,600)
$ - - - - - - -
-$ - - - -
$ 14,600
$ - 3,500 11,100
$ (15,433)
$ -$ -
- - - - - - -
- - -$ 15,433
11,771
$ - 3,662
6
-
$ (14,600)
$ -
$ - - - - - - -$ -
- - -
$ 14,600
3,500 11,100
16,320
202120212022202220232024
BudgetActualBudgetActualBudgetBudget
$ (11,243)
$ -
$ - - - - - - 496
- - - -
$ 49 7,763$ 11,739
3,976
s
42 - Special Assessments-43 - Licenses and Permits-44 - Intergovernmental-45 - Charges for Services-46 - Fines and Forfeitures-47 - Miscellaneous-49 - Other Financing Sources-Total Revenues-61
- Personnel Services-62 - Supplies5,24063 - Other Services & Charges11,08070 - Capital Outlay-80 - Debt Service-99 - Other Financing Uses-Total Expenditure
41 - Taxes-
Fund: General (101)Department: Public Safety (21)Division: Emergency Management (50)
RevenuesExpenditures Net Property Tax Supported(16,320)
/
6
6
2
!
9
2
n
f
u
J
$
$ $
$ $
$
$ 1,961,900
$ 1,460,000$ (1,694,200)
$ -$ -
- - - - - -
20,000 224,400$ 267,700 103,900 398,000
23,300
$ 1,809,800
$ 1,337,600$ (1,569,700)
$ - -$ - - - - - -
218,400 381,200
20,000 1,700$ 240,100 91,000
$ 1,764,478
$ 1,265,752$ (1,525,779)
$ -$ -
- - - - - -
10,357 225,077 3,265$ 238,699 85,966 412,760
$ 1,729,400
12,200
$ 1,288,400$ (1,475,600)
$ - -$ - - - - - -
210,100 364,600
31,500$ 253,800 76,400
202120212022202220232024
1,541,510
BudgetActualBudgetActualBudgetBudget
$ 1,651,294
$ 1,199,143$ (1,411,593)
$ - - - - - - -
29,034 210,167$ 239,701 85,955 366,196
500 -
s
42 - Special Assessments-43 - Licenses and Permits31,50044 - Intergovernmental158,90045 - Charges for Services6,90046 - Fines and Forfeitures-47 - Miscellaneous1,30049 - Other Financing
Sources-Total Revenues198,600 61 - Personnel Services1,121,50062 - Supplies76,37063 - Other Services & Charges343,64070 - Capital Outlay-80 - Debt Service-99 - Other Financing Uses-Total
Expenditure
41 - Taxes-
Fund: General (101)Department: Public Safety (21)Division: Fire (90)
RevenuesExpenditures Net Property Tax Supported(1,342,910)
/
6
7
2
!
9
2
n
f
u
J
/
6
8
2
!
9
2
n
f
u
J
$
$
$
$ $
$ (827,500)
$ -
- - - - - - -$ 327,100
- - -
$ - 60,000 440,400$ 827,500
6
$ (736,800)
$ - - - - - - -
- - - -
$ 310,500 382,900
$ - 43,400$ 736,800
$ (695,436)
$ -
- - - - - - -$ 288,649
- - -
$ - 43,943 362,844$ 695,43
$ (634,100)
$ - - - - - - -
- - - -
$ 296,100 293,600
$ - 44,400$ 634,100
589,850
202120212022202220232024
BudgetActualBudgetActualBudgetBudget
$ (642,033)
$ - - - - - - -
-$ 275,676 - - -
$ - 37,418 328,939
$ 642,033
s
42 - Special Assessments-43 - Licenses and Permits-44 - Intergovernmental-45 - Charges for Services-46 - Fines and Forfeitures-47 - Miscellaneous-49 - Other Financing Sources-Total Revenues-61
- Personnel Services268,50062 - Supplies42,90063 - Other Services & Charges278,45070 - Capital Outlay-80 - Debt Service-99 - Other Financing Uses-Total Expenditure
41 - Taxes-
Fund: General (101)Department: Public Works (31)Division: Facilities Management (10)
RevenuesExpenditures Net Property Tax Supported(589,850)
/
6
9
2
!
9
2
n
f
u
J
$
$
$
$ $
$ (86,200)
$ -
- - - - -$ 457,800 - -
-
20,000 405,000$ 425,000 45,200$ 511,200
8,200
6
$ (74,900)
$ - - - - - - -
- -
395,000$ 380,700 111,000
31,000$ 426,000 9,200$ 500,900
$ (93,262)
$ -
- - - - -$ 268,132 - -
-
39,234 281,052$ 320,28 137,080$ 413,548
8,336
$ (8,700)
$ - - - - - - -
- -
410,100$ 334,300 99,500
24,900$ 435,000 9,900$ 443,700
365,800
202120212022202220232024
BudgetActualBudgetActualBudgetBudget
$ 49,742
$ - - - - - -$ 257,395 -
- -
17,316 432,346$ 449,662 3,841 138,684
$ 399,920
s
42 - Special Assessments-43 - Licenses and Permits32,20044 - Intergovernmental-45 - Charges for Services371,40046 - Fines and Forfeitures-47 - Miscellaneous-49 - Other Financing Sources-Total
Revenues403,600 61 - Personnel Services257,10062 - Supplies10,90063 - Other Services & Charges97,80070 - Capital Outlay-80 - Debt Service-99 - Other Financing Uses-Total Expenditure
41 - Taxes-
Fund: General (101)Department: Public Works (31)Division: Engineering (40)
RevenuesExpenditures Net Property Tax Supported37,800
/
6
:
2
!
9
2
n
f
u
J
$
$ $
$
$
$ (84,900)
$ -$ -
- - - - - - -
- - -$ 84,900
$ - 19,100 65,800
$ (81,900)
$ - - - - - - -$ -
- - -
$ - 63,800
- 18,100$ 81,900
$ (75,867)
$ -$ -
- - - - - -$ 49,860 -
- -
49,860 15,610 110,117$ 125,727
$ (69,900)
$ - - - 50,000 - - -
-$ - - - -
$ 119,900
$ 50,000 16,100 103,800
67,900
202120212022202220232024
BudgetActualBudgetActualForecastBudget
$ (94,551)
$ -
$ - - - - - - -
- - - -
$ - 14,547 80,004$ 94,551
s
42 - Special Assessments-43 - Licenses and Permits-44 - Intergovernmental-45 - Charges for Services-46 - Fines and Forfeitures-47 - Miscellaneous-49 - Other Financing Sources-Total Revenues-61
- Personnel Services-62 - Supplies16,10063 - Other Services & Charges51,80070 - Capital Outlay-80 - Debt Service-99 - Other Financing Uses-Total Expenditure
41 - Taxes-
Fund: General (101)Department: Public Works (31)Division: Forestry (50)
RevenuesExpenditures Net Property Tax Supported(67,900)
/
6
1
2
!
:
2
n
f
u
J
$
$
$ $
$
$ 1,157,300
$ (1,153,400)
$ -$ 3,900
- - - - - -$ 914,800 -
- -
107,100 135,400
3,900
$ (1,087,700)
$ - - - - -$ 1,900 - -
-
$ 856,300 106,100 127,200
- 1,900 -$ 1,089,600
$ (955,505)
$ -$ 7,892
- - 1,492 - 2,500 -$ 731,825
- - -
105,770 125,802$ 963,397
3,900
$ (984,000)
$ - - - - - -$ 1,500 -
- -
$ 761,100 100,600 123,800
- 1,500$ 985,500
955,380
202120212022202220232024
BudgetActualBudgetActualBudgetBudget
2,135 -
$ (923,933)
$ 6,350
$ - - - 4,215 - -$ 701,436 -
- -
108,867 119,980
$ 930,283
s
42 - Special Assessments-43 - Licenses and Permits-44 - Intergovernmental-45 - Charges for Services50046 - Fines and Forfeitures-47 - Miscellaneous50049 - Other Financing Sources-Total
Revenues1,000 61 - Personnel Services718,70062 - Supplies104,60063 - Other Services & Charges132,08070 - Capital Outlay-80 - Debt Service-99 - Other Financing Uses-Total Expenditure
41 - Taxes-
Fund: General (101)Department: Public Works (31)Division: Parks Maintenance (60)
RevenuesExpenditures Net Property Tax Supported(954,380)
/
6
2
2
!
:
2
n
f
u
J
$
$
$
$ $
$ (277,100)
$ -
- - - - - - -
- - -
$ -$ 19,100 255,000$ 277,100
3,000
$ (275,200)
$ - - - - - - -
- - - -
$ 18,700 250,000
$ - 6,500$ 275,200
$ (221,937)
$ -
- - - - - - -
- - -
$ -$ 17,374 202,893$ 221,937
1,670
6,500
$ (224,500)
$ - - - - - - -
- - - -
$ 18,000 200,000
$ -$ 224,500
228,800
202120212022202220232024
BudgetActualBudgetActualBudgetBudget
$ (202,555)
$ - - - - - - -
- - - -
$ -$ 16,735 185,288
532$ 202,555
s
42 - Special Assessments-43 - Licenses and Permits-44 - Intergovernmental-45 - Charges for Services-46 - Fines and Forfeitures-47 - Miscellaneous-49 - Other Financing Sources-Total Revenues-61
- Personnel Services17,30062 - Supplies6,50063 - Other Services & Charges205,00070 - Capital Outlay-80 - Debt Service-99 - Other Financing Uses-Total Expenditure
41 - Taxes-
Fund: General (101)Department: Public Works (31)Division: Lighting (70)
RevenuesExpenditures Net Property Tax Supported(228,800)
/
6
3
2
!
:
2
n
f
u
J
$
$
$
$
$
$ 1,603,300
$ (1,090,000)
$ -
- - - - - -$ 993,900 -
- -
513,300$ 513,300 252,000 357,400
$ 1,516,200
$ (1,068,000)
$ - - - - - - -
- -
448,200$ 917,500 244,500 354,200
-$ 448,200
$ 1,413,162
2,400
$ (925,930)
$ -
- - - - -$ 859,170 - -
-
484,832$ 487,232 290,886 263,106
$ 1,439,300
$ (992,700)
$ - - - 100 - - -
- - -
446,500$ 871,100 228,900 339,300
$ 446,600
202120212022202220232024
1,423,490
BudgetActualBudgetActualBudgetBudget
$ 1,392,253
-
$ (967,498)
$ - - - - - -$ 856,460 -
- -
424,755$ 424,755 206,901 328,892
s
42 - Special Assessments-43 - Licenses and Permits-44 - Intergovernmental348,50045 - Charges for Services10046 - Fines and Forfeitures-47 - Miscellaneous-49 - Other Financing Sources-Total
Revenues348,600 61 - Personnel Services860,00062 - Supplies229,94063 - Other Services & Charges333,55070 - Capital Outlay-80 - Debt Service-99 - Other Financing Uses-Total Expenditure
41 - Taxes-
Fund: General (101)Department: Public Works (31)Division: Street Maintenance (80)
RevenuesExpenditures Net Property Tax Supported(1,074,890)
/
6
4
2
!
:
2
n
f
u
J
$
$
$
$
$
600
$ (492,800)
$ -$ 600
- - - - - -$ 441,800 -
- -
23,300 28,300$ 493,400
600
$ (469,500)
$ 600
$ - - - - - - -
- - -
$ 427,200
21,500 21,400$ 470,100
$ (440,837)
$ -$ 867
- - - - - -$ 401,657 -
- -
27,941 12,106$ 441,704
867
6
1,100
$ (440,400)
$ 1,100
$ - - - - - - -
- - -
$ 409,400
19,000 13,100$ 441,500
415,650
202120212022202220232024
BudgetActualBudgetActualBudgetBudget
$ (382,288)
$ 868
$ - - - - - - -$ 363,138
- - -
11,407 8,611
868$ 383,15
s
42 - Special Assessments-43 - Licenses and Permits-44 - Intergovernmental-45 - Charges for Services-46 - Fines and Forfeitures-47 - Miscellaneous3,20049 - Other Financing Sources-Total
Revenues3,200 61 - Personnel Services371,40062 - Supplies21,90063 - Other Services & Charges22,35070 - Capital Outlay-80 - Debt Service-99 - Other Financing Uses-Total Expenditure
41 - Taxes-
Fund: General (101)Department: Public Works (31)Division: Fleet Services (90)
RevenuesExpenditures Net Property Tax Supported(412,450)
/
6
5
2
!
:
2
n
f
u
J
/
6
6
2
!
:
2
n
f
u
J
$
$
$
$ $
$ (771,100)
$ -
- - - - -$ 723,900 - -
-
166,500$ 170,500 31,300 186,400$ 941,600
4,000
$ (731,600)
$ - - - - - - -
- -
155,500$ 681,800 159,900
2,800$ 158,300 48,200$ 889,900
$ (588,388)
$ -
- - - - -$ 584,479 - -
-
142,950$ 146,640 25,934 124,615$ 735,028
3,690
$ (660,200)
$ - - - - - - -
- -
159,500$ 618,900
2,300$ 161,800 55,100 148,000$ 822,000
779,190
202120212022202220232024
BudgetActualBudgetActualBudgetBudget
$ (549,425)
$ - - - - - -$ 543,379 -
- -
110,048$ 115,424 21,729 99,741
5,376$ 664,849
s
42 - Special Assessments-43 - Licenses and Permits-44 - Intergovernmental-45 - Charges for Services105,80046 - Fines and Forfeitures-47 - Miscellaneous4,40049 - Other Financing Sources-Total
Revenues110,200 61 - Personnel Services567,20062 - Supplies54,69063 - Other Services & Charges157,30070 - Capital Outlay-80 - Debt Service-99 - Other Financing Uses-Total Expenditure
41 - Taxes-
Fund: General (101)Department: Parks and Recreation (41)Division: Recreation (00)
RevenuesExpenditures Net Property Tax Supported(668,990)
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6
8
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$
$
$
$ $
$ 239,900
$ -
- - - - -$ 363,500 - -
-
729,200 25,000$ 754,200 144,700$ 514,300
6,100
6
$ 356,500
$ - - - - - - -
-
785,600$ 358,000 132,000
67,000 -$ 852,600 6,100$ 496,100
$ 80,731
$ -
- - - -$ 334,733 - - -
520,907 5,530 70,979$ 597,41 180,284$ 516,685
1,668
6
$ 431,400
$ - - - - 71,000 - -
- -
839,500$ 343,900 204,600
75,500$ 986,000 6,100$ 554,600
449,350
202120212022202220232024
BudgetActualBudgetActualBudgetBudget
$ 548,364
$ - - - - - -$ 328,336 -
- -
926,961 68,315$ 995,27 115,478
3,098$ 446,912
s
42 - Special Assessments-43 - Licenses and Permits687,10044 - Intergovernmental-45 - Charges for Services56,80046 - Fines and Forfeitures-47 - Miscellaneous-49 - Other Financing Sources-Total
Revenues743,900 61 - Personnel Services329,20062 - Supplies4,50063 - Other Services & Charges115,65070 - Capital Outlay-80 - Debt Service-99 - Other Financing Uses-Total Expenditure
41 - Taxes-
Fund: General (101)Department: Community Development (51)Division: Building Inspections (10)
RevenuesExpenditures Net Property Tax Supported294,550
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$
$
$
$ $
$ (675,000)
$ -
- - - -$ 774,100 - - -
60,000 223,100$ 289,000 185,500$ 964,000
5,900 4,400
$ (655,700)
$ - - - - - - -
-
227,500$ 737,000 201,000
53,300 5,900$ 286,700 4,400$ 942,400
$ (556,757)
$ -
- - - -$ 689,238 - - -
92,978 210,376$ 305,964 170,772$ 862,721
2,610 2,711
$ (694,400)
$ - - - - - - -
-
22,900$ 713,900 226,600
5,900 222,500$ 251,300 5,200$ 945,700
698,860
202120212022202220232024
BudgetActualBudgetActualBudgetBudget
$ (405,528)
$ - - - - -$ 481,258 - -
-
167,760 5,950 42,302$ 216,012 137,328
2,954$ 621,540
s
42 - Special Assessments30,20043 - Licenses and Permits14,90044 - Intergovernmental-45 - Charges for Services60,90046 - Fines and Forfeitures-47 - Miscellaneous-49 - Other Financing
Sources-Total Revenues106,000 61 - Personnel Services525,20062 - Supplies5,25063 - Other Services & Charges168,41070 - Capital Outlay-80 - Debt Service-99 - Other Financing Uses-Total
Expenditure
41 - Taxes-
Fund: General (101)Department: Community Development (51)Division: Planning (20)
RevenuesExpenditures Net Property Tax Supported(592,860)
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:
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$
$
$
$ $
$ (88,100)
$ -
- - - - -$ 257,500 - -
-
175,000 25,000$ 200,000$ 288,100
2,900 27,700
2,900
$ (74,200)
$ - - - - - - -
- -
164,000$ 244,800
17,600$ 181,600 8,100$ 255,800
$ (18,664)
$ -
- - - - -$ 228,166 - -
-
179,052 35,157$ 214,209$ 232,873
940 3,767
$ (54,000)
$ - - - - - - -
- -
175,000$ 234,500
16,500$ 191,500 2,900 8,100$ 245,500
229,600
202120212022202220232024
BudgetActualBudgetActualBudgetBudget
$ (41,812)
$ - - - - - -$ 220,594 -
- -
168,574 16,013$ 184,587
2,237 3,568$ 226,399
s
42 - Special Assessments-43 - Licenses and Permits165,00044 - Intergovernmental-45 - Charges for Services20,00046 - Fines and Forfeitures-47 - Miscellaneous-49 - Other Financing Sources-Total
Revenues185,000 61 - Personnel Services220,00062 - Supplies2,79063 - Other Services & Charges6,81070 - Capital Outlay-80 - Debt Service-99 - Other Financing Uses-Total Expenditure
41 - Taxes-
Fund: General (101)Department: Community Development (51)Division: Rental Inspections (40)
RevenuesExpenditures Net Property Tax Supported(44,600)
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Jufn!27/
AGENDA REPORT
Meeting Date:September 25, 2023 Meeting Type:City Council
Submitted By:Joe Starks, Finance Director/City Treasurer
Paul Bolin, Assistant Executive Director, Housing and Redevelopment Authority
Title
Resolution No. 2023-113, Consenting to the Property Tax Levy for 2023, Collectible in 2024, for the
Housing and Redevelopment Authorityin and for the City of Fridley
Background
Since 1996, the Housing and Redevelopment Authority in and for the City of Fridley (HRA) has levied a
property tax to support its activities, specifically various housing rehabilitation programs. Per Minnesota
Statutes§ 469.033, the property tax levy for the HRA may not exceed 0.0185% of the estimated market
value of all real estate and personal property under its jurisdiction. Historically, the HRA leviedthe
statutory maximum.
For property tax payable in 2024, the HRA proposed the same approach. Based on the estimated market
value of $4,068,533,300, the HRA would levy approximately $752,679for 2024, an increase of about
$119,000compared to 2023.
The HRA Board of Commissioners approved the property tax levy at their September 7, 2023,meeting.
Per the abovementioned statute, the City Council (Council) must also consent to the property tax levy
as requested. Assuming the Council approves the property tax levy, staff will certify and submit the
attached resolution to Anoka County on or before September 30, 2023.
Financial Impact
Based on the proposed property tax levy, staff estimate the property taxes payable in 2024to be about
$53for a home with a median assessed value of $283,100and $185 for a commercial property assessed
at $1,000,000.
Recommendation
Staff recommend the approval of Resolution No. 2023-113.
Focus on Fridley Strategic Alignment
Vibrant Neighborhoods &PlacesCommunity Identity &Relationship Building
X Financial Stability & Commercial ProsperityPublic Safety & Environmental Stewardship
X Organizational Excellence
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
333
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Attachments and Other Resources
!Resolution No. 2023-113
Vision Statement
We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses.
334
Jufn!27/
Resolution No. 2023-113
Consenting to the Property Tax Levy for 2023, Collectible in 2024, for the Housing and
Redevelopment Authority in and for the City of Fridley
Be it resolved, by the City Council (Council) of the City of Fridley (City):
Section 1. Recitals.
1.01. The Housing and Redevelopment Authority in and for the City of Fridley, Minnesota
(Authority) at its regular meeting on September 7, 2023 adopted Resolution No. 2023-13:
Adopting a 2023 Tax Levy Collectible in 2024 (Resolution).
1.02. The Council must consent to any Authority levy prior to it becoming effective as required
by Minnesota Statutes Section 469.033.
Section 2. Consent.
2.01. The Council hereby consents to the Authority Resolution and to the final levy of $752,679
to be levied in 2023 for collection in 2024, as described therein.
th
Passed and adopted by the City Council of the City of Fridley this 25 day of September,
2023.
_______________________________________
Scott J. Lund Mayor
Attest:
Melissa M. Moore City Clerk
335