HomeMy WebLinkAbout2025-120 CCR4928-3805-5796.2
Extract of Minutes of Meeting
of the City Council of the City of
Brooklyn Center, Hennepin County, Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City
of Brooklyn Center, Minnesota, was duly called and held in the City Hall in said City on Monday,
the 24th day of November, 2025, commencing at 7:00 P.M.
The following members were present:
Graves, Jerzak, Kragness, Lawrence-Anderson, and Moore
and the following were absent:
none
* * * * * * * * *
The Mayor announced that the next order of business was the consideration of the
proposals which had been received for the purchase of the City’s $6,180,000 General Obligation
Utility Revenue Bonds, Series 2025A.
The City Manager presented a tabulation of the proposals that had been received in the
manner specified in the Official Terms of Proposal for the Bonds. The proposals were as set forth
in EXHIBIT A attached hereto.
After due consideration of the proposals, Mayor Graves introduced the following
resolution, and moved its adoption:
2
4928-3805-5796.2
RESOLUTION 2025-120
RESOLUTION AWARDING THE SALE OF $6,180,000
GENERAL OBLIGATION UTILITY REVENUE BONDS, SERIES 2025A
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council of the City of Brooklyn Center, Hennepin County,
Minnesota (the “City”) as follows:
Section 1. Background.
1.01. The City is authorized by Minnesota Statutes, Section 444.075 and Minnesota
Statutes, Chapter 475, as amended (collectively, the “Act”), to finance all or a portion of the cost
of certain utility improvements, including without limitation various improvements to the City’s
water and sewer utility systems (the “Utility Improvements”) by the issuance of general obligation
bonds of the City payable from the net revenues of the water and sewer utility systems of the City.
1.03. The City is authorized by Minnesota Statutes, Section 475.60, subdivision 2(9) to
negotiate the sale of the Bonds if the City has retained an independent municipal advisor in
connection with such sale. The City has retained Ehlers and Associates, Inc. as an independent
municipal advisor in connection with the sale of the Bonds. The actions of the City staff and the
City’s municipal advisor in negotiating the sale of the Bonds are ratified and confirmed in all
aspects.
Section 2. Sale of Bonds.
2.01. Authorization. It is hereby determined that it is necessary to provide financing for
the Utility Improvements and to finance those improvements through the issuance of the City’s
$6,180,000 General Obligation Utility Revenue Bonds, Series 2025A (the “Bonds”).
2.02. Acceptance of Offer. The proposal of Huntington Securities, Inc., Chicago, Illinois
(the “Purchaser”) to purchase the Bonds of the City described in the Terms of Proposal thereof is
hereby found and determined to be a reasonable offer and is hereby accepted, the proposal being
to purchase the Bonds at a price of $6,726,685.20 ($6,180,000.00 par amount, plus a premium of
$574,186.20, less an underwriter’s discount of $27,501.00), for Bonds bearing interest as follows:
Year of
Maturity
Interest
Rate
Year of
Maturity
Interest
Rate
2027 5.00% 2032 5.00%
2028 5.00 2033 5.00
2029 5.00 2034 5.00
2030 5.00 2035 4.00
2031 5.00 2036 4.00
4928-3805-5796.2 3
2.03. Purchase Contract. Any amount paid by the Purchaser over the minimum purchase
price shall be credited to the Debt Service Fund hereinafter created, or deposited in the Construction
Fund hereinafter created, as determined by the City Finance Director after consultation with the City’s
municipal advisor. The City Finance Director is directed to retain the good faith deposit of the
Purchaser, pending completion of the sale of the Bonds. The Mayor and City Manager are
authorized to execute a contract with the Purchaser on behalf of the City, if requested by the
Purchaser.
2.04. Terms and Principal Amount of Bonds. The City will forthwith issue and sell the
Bonds pursuant to the Act, in the total principal amount of $6,180,000, originally dated the date
of delivery, in fully registered form, in denominations of $5,000 each or any integral multiple
thereof, numbered No. R-1 and upward, bearing interest as above set forth, and maturing serially
on February 1 in the years and amounts as follows:
Year Amount Year Amount
2027 $460,000 2032 $630,000
2028 520,000 2033 665,000
2029 545,000 2034 695,000
2030 575,000 2035 730,000
2031 600,000 2036 760,000
As may be requested by the Purchaser, one or more term Bonds (the “Term Bonds”) may
be issued having mandatory sinking fund redemption and final maturity amounts conforming to
the foregoing principal repayment schedule, and corresponding additions may be made to the
provisions of the applicable Bond(s).
2.05. Optional Redemption. The City may elect on February 1, 2033, and on any day
thereafter to prepay Bonds maturing on or after February 1, 2034. Redemption may be in whole or
in part and if in part, at the option of the City and in such manner as the City will determine. If less
than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in Section
7 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by lot the
amount of each participant’s interest in such maturity to be redeemed and each participant will then
select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be
at a price of par plus accrued interest.
Section 3. Registration and Payment.
3.01. Registered Form. The Bonds will be issued only in fully registered form. The
interest thereon and, upon surrender of each Bond, the principal amount thereof is payable by
check or draft issued by the Registrar described herein.
3.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Bond has been paid or
made available for payment, unless (i) the date of authentication is an interest payment date to
which interest has been paid or made available for payment, in which case the Bond will be dated
4928-3805-5796.2 4
as of the date of authentication, or (ii) the date of authentication is prior to the first interest payment
date, in which case the Bond will be dated as of the date of original issue. The interest on the
Bonds is payable on February 1 and August 1 of each year, commencing August 1, 2026, to the
registered owners thereof of record as of the close of business on the 15th day of the immediately
preceding month, whether or not that day is a business day.
3.03. Registration. The City will appoint, and will maintain, a bond registrar, transfer
agent, authenticating agent and paying agent (the “Registrar”). The effect of registration and the
rights and duties of the City and the Registrar with respect thereto are as follows:
(a) Register. The Registrar will keep at its principal corporate trust office a
bond register in which the Registrar provides for the registration of ownership of Bonds
and the registration of transfers and exchanges of Bonds entitled to be registered,
transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed
by the registered owner thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the registered owner thereof or by an
attorney duly authorized by the registered owner in writing, the Registrar will authenticate
and deliver, in the name of the designated transferee or transferees, one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the transferor. The
Registrar may, however, close the books for registration of any transfer after the 15th day
of the month preceding each interest payment date and until that interest payment date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered
owner for exchange the Registrar will authenticate and deliver one or more new Bonds of
a like aggregate principal amount and maturity as requested by the registered owner or the
owner’s attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange will be
promptly cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When a Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is
satisfied that the endorsement on the Bond or separate instrument of transfer is valid and
genuine and that the requested transfer is legally authorized. The Registrar will incur no
liability for the refusal, in good faith, to make transfers which it, in its judgment, deems
improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person
in whose name a Bond is at any time registered, as of the applicable record date, in the
bond register as the absolute owner of such Bond, whether the Bond is overdue or not, for
the purpose of receiving payment of, or on account of, the principal of and interest on the
Bond and for all other purposes, and payments so made to a registered owner or upon the
owner’s order will be valid and effectual to satisfy and discharge the liability upon the
Bond to the extent of the sum or sums so paid.
4928-3805-5796.2 5
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the
owner thereof for a transfer or exchange of Bonds, sufficient to reimburse the Registrar for
any tax, fee or other governmental charge required to be paid with respect to the transfer
or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated
or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number,
maturity date and tenor in exchange and substitution for and upon cancellation of the
mutilated Bond or in lieu of and in substitution for any Bond destroyed, stolen or lost, upon
the payment of the reasonable expenses and charges of the Registrar in connection
therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar
of evidence satisfactory to the Registrar that the Bond was destroyed, stolen or lost, and of
the ownership thereof, and upon furnishing to the Registrar an appropriate bond or
indemnity in form, substance and amount satisfactory to the Registrar and as provided by
law, in which both the City and the Registrar must be named as obligees. Bonds so
surrendered to the Registrar will be cancelled by the Registrar and evidence of such
cancellation must be given to the City. If the mutilated, destroyed, stolen or lost Bond has
already matured or been called for redemption in accordance with its terms it is not
necessary to issue a new Bond prior to payment.
(i) Redemption. In the event any of the Bonds are called for redemption,
written notice thereof identifying the Bonds to be redeemed will be given by the Registrar
by mailing a copy of the redemption notice by first class mail (postage prepaid) at least 30
days prior to the redemption date to the registered owner of each Bond to be redeemed at
the address shown on the registration books kept by the Registrar and by publishing the
notice if required by law. Failure to give notice by publication or by mail to any registered
owner, or any defect therein, will not affect the validity of the proceedings for the
redemption of Bonds. Bonds so called for redemption will cease to bear interest after the
specified redemption date, provided that the funds for the redemption are on deposit with
the place of payment at that time.
3.04. Appointment of Initial Registrar. The City appoints Bond Trust Services
Corporation, Minneapolis, Minnesota, as the initial Registrar. The Mayor and the City Manager
are authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon
merger or consolidation of the Registrar with another corporation, if the resulting corporation is a
bank or trust company authorized by law to conduct such business, the resulting corporation is
authorized to act as successor Registrar. The City agrees to pay the reasonable and customary
charges of the Registrar for the services performed. The City reserves the right to remove the
Registrar upon 30 days’ notice and upon the appointment of a successor Registrar, in which event
the predecessor Registrar must deliver all cash and Bonds in its possession to the successor
Registrar and must deliver the bond register to the successor Registrar. On or before each principal
or interest due date, without further order of this Council, the City Finance Director must transmit
to the Registrar moneys sufficient for the payment of all principal and interest then due.
3.05. Execution, Authentication and Delivery. The Bonds will be prepared under the
direction of the City Finance Director and executed on behalf of the City by the signatures of the
Mayor and the City Manager, provided that all signatures may be printed, engraved or lithographed
4928-3805-5796.2 6
facsimiles of the originals. If an officer whose signature or a facsimile of whose signature appears
on the Bonds ceases to be such officer before the delivery of any Bond, that signature or facsimile
will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained
in office until delivery. Notwithstanding such execution, a Bond will not be valid or obligatory
for any purpose or entitled to any security or benefit under this Resolution unless and until a
certificate of authentication on the Bond has been duly executed by the manual signature of an
authorized representative of the Registrar. Certificates of authentication on different Bonds need
not be signed by the same representative. The executed certificate of authentication on a Bond is
conclusive evidence that it has been authenticated and delivered under this Resolution. When the
Bonds have been so prepared, executed and authenticated, the City Finance Director will deliver
the same to the Purchaser thereof upon payment of the purchase price in accordance with the
contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the
application of the purchase price.
3.06. Form of Bonds. The Bonds will be printed or typewritten in substantially the form
set forth in Exhibit B attached hereto.
3.07. Approving Legal Opinion. The City Finance Director is authorized and directed to
obtain a copy of the proposed approving legal opinion of Kutak Rock LLP, Minneapolis,
Minnesota, which will be complete except as to dating thereof and will cause the opinion to be
printed on or accompany each Bond.
Section 4. Payment; Security; Pledges; and Covenants.
4.01. Debt Service Fund. For the convenience and proper administration of the moneys to
be borrowed and repaid on the Bonds, and to provide adequate and specific security for the Purchaser
and holders from time to time of the Bonds, there is hereby created a special fund to be designated
the “General Obligation Utility Revenue Bonds, Series 2025A Debt Service Fund” (the “Debt Service
Fund”). The Debt Service Fund shall be administered and maintained by the Finance Director as a
bookkeeping account separate and apart from all other funds maintained in the official financial
records of the City. The Debt Service Fund will be maintained in the manner herein specified until
all of the Bonds and the interest thereon have been fully paid. The City will continue to maintain and
operate its water and sewer utility fund or funds, to which will be credited all gross revenues of the
water and sewer utility systems (collectively, the “Utility Systems”), and out of which will be paid all
normal and reasonable expenses of current operations of such Utility Systems. Any balances therein
are deemed net revenues (the “Net Revenues”) and will be transferred, from time to time, to the Debt
Service Fund in an amount sufficient to pay the principal of and interest on the Bonds, which will be
used to pay principal of and interest on the Bonds, and any other bonds similarly authorized. There
is also appropriated to the Debt Service Fund (i) any collections of taxes hereafter levied for the
payment of the Bonds and interest thereon, (ii) any amount over the minimum purchase price paid
by the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with
Section 2.03 hereof, (iii) all investment earnings on funds in the Debt Service Fund; and (iv) any
and all other moneys which are properly available and are appropriated by the City Council to the
Debt Service Fund or in the availability of Net Revenues to pay principal of and interest, when
due, on the Bonds and any other bonds similarly authorized. The Finance Director must report to
the City Council any current or anticipated deficiency in the Debt Service Fund in the amount
4928-3805-5796.2 7
necessary to pay principal of and interest on all of the Bonds when due. If a payment of principal
or interest on the Bonds becomes due when there is not sufficient money in the Debt Service Fund
to pay the same, the City Finance Director is directed to pay such principal or interest from the
general fund of the City, and the general fund will be reimbursed for the advances out of the
proceeds of Net Revenues and taxes when collected.
4.02. Construction Fund. The City hereby creates the “General Obligation Utility Revenue
Bonds, Series 2025A Construction Fund” (the “Construction Fund”) to be administered and
maintained by the Finance Director as a bookkeeping account separate and apart from all other funds
maintained in the official financial records of the City. Proceeds of the Bonds, less the appropriations
made in Section 4.01 hereof, will be deposited in the Construction Fund to be used solely to defray
expenses of the Utility Improvements. Any balance remaining in the Debt Service Fund after the
Utility Improvements are completed and the cost thereof have been paid may be used as provided in
Minnesota Statutes, section 475.65, under the direction of the City Council. Thereafter, the
Construction Fund is to be closed and any balance remaining therein is to be deposited in the Debt
Service Fund.
4.03. City Covenants with Respect to the Bonds. The City Council covenants and agrees
with the holders of the Bonds that so long as any of the Bonds remain outstanding and unpaid, the
City will keep and enforce the following covenants and agreements:
(a) The City will continue to maintain and efficiently operate the Utility
Systems as public utilities and conveniences free from competition of other like municipal
utilities and will cause all revenues therefrom to be deposited in bank accounts and credited
to the accounts of the Utility Systems as hereinabove provided, and will make no
expenditures from those accounts except for a duly authorized purpose and in accordance
with this resolution.
(b) The City will also maintain the Debt Service Fund as a separate account in
the accounts for the Utility Systems and will cause money to be credited thereto from time
to time, out of Net Revenues from the Utility Systems in sums sufficient to pay principal
of and interest on the Bonds when due.
(c) The City will keep and maintain proper and adequate books of records and
accounts separate from all other records of the City in which will be complete and correct
entries as to all transactions relating to the Utility Systems and which will be open to
inspection and copying by any bondholder, or the bondholder's agent or attorney, at any
reasonable time, and it will furnish certified transcripts therefrom upon request and upon
payment of a reasonable fee therefor, and said account will be audited at least annually by
a qualified public accountant and statements of such audit and report will be furnished to
all bondholders upon request.
(d) The City Council will cause persons handling revenues of the Utility
Systems to be bonded in reasonable amounts for the protection of the City and the
bondholders and will cause the funds collected on account of the operations of the Utility
4928-3805-5796.2 8
Systems to be deposited in a bank whose deposits are guaranteed under the Federal Deposit
Insurance Law.
(e) The City Council will keep the Utility Systems insured at all times against
loss by fire, tornado and other risks customarily insured against with an insurer or insurers
in good standing, in such amounts as are customary for like plants, to protect the holders,
from time to time, of the Bonds and the City from any loss due to any such casualty and
will apply the proceeds of such insurance to make good any such loss.
(f) The City and each and all of its officers will punctually perform all duties
with reference to the Utility Systems as required by law.
(g) The City will impose and collect charges of the nature authorized by
Minnesota Statutes, Section 444.075 at the times and in the amounts required to produce
Net Revenues adequate to pay all principal and interest when due on the Bonds and to
create and maintain such reserves securing said payments as may be provided in this
resolution.
(h) The City Council will levy general ad valorem taxes on all taxable property
in the City, when required to meet any deficiency in pledged Net Revenues.
(i) The City hereby determines that the estimated collection of Net Revenues
herein pledged for the payment of principal and interest on the Bonds will produce at least
5% in excess of the amount needed to meet, when due, the principal and interest payments
on the Bonds.
4.04 Registration of Resolution. The City Clerk is directed to file a certified copy of this
resolution with the Auditor/Treasurer of Hennepin County and to obtain the certificate required by
Minnesota Statutes, Section 475.63.
4.05. Debt Service Coverage. It is hereby determined that the Net Revenues herein pledged
will produce at least 5% in excess of the amount needed to pay when due the principal and interest
payments on the Bonds.
4.06. General Obligation Pledge. For the prompt and full payment of the principal of and
interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of
the City will be and are hereby irrevocably pledged. If the balance in the Debt Service Fund is ever
insufficient to pay all principal and interest then due on the Bonds and any other bonds payable
therefrom, the deficiency will be promptly paid out of monies in the general fund of the City which
are available for such purpose, and such general fund may be reimbursed with or without interest
from the Debt Service Fund when a sufficient balance is available therein.
4.07. State Credit Enhancement.
(a) Pursuant to a resolution adopted by the City Council on October 13, 2025, the City
Council authorized and directed City staff to enter the City into a Credit Enhancement Program
Agreement (the “Credit Agreement”) with the Minnesota Public Facilities Authority (the
4928-3805-5796.2 9
“Authority”). Pursuant to Minnesota Statutes, Section 446A.086, as amended (the “Credit
Enhancement Act”), the State of Minnesota, acting through the Authority, may provide a guarantee
of any deficiency of debt service payments on the Bonds. Pursuant to the Credit Enhancement Act,
the City makes the following representations and covenants:
(i) the City will notify the Authority of any default or potential default in the
payment of principal or interest due on the Bonds;
(ii) the City will deposit with the Registrar all payments of principal and interest
due on the Bonds at least three (3) business days prior to the payment due date;
(iii) the agreement the City enters into with the Registrar will include all provisions
required by the Credit Enhancement Act; and
(iv) the City will comply with all provisions of the Credit Agreement and with the
Credit Enhancement Act.
(b) Pursuant to subdivision 3 of the Credit Enhancement Act, the City acknowledges and
agrees that the Registrar is required to inform the Minnesota Commissioner of Management and
Budget and the Authority if the Registrar becomes aware of a default or potential default in the
payment of principal or interest on the Bonds or if, on the day 2 business days before the date a
payment is due on the Bonds, there are insufficient funds to make the payment on deposit with the
Registrar.
Section 5. Authentication of Transcript.
5.01. City Proceedings and Records. The officers of the City are authorized and directed
to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies
of proceedings and records of the City relating to the Bonds and to the financial condition and
affairs of the City, and such other certificates, affidavits and transcripts as may be required to show
the facts within their knowledge or as shown by the books and records in their custody and under
their control, relating to the validity and marketability of the Bonds and such instruments,
including any heretofore furnished, may be deemed representations of the City as to the facts and
representations stated therein as it relates to the City.
5.02. Certification as to Official Statement. The Mayor, City Manager and Finance
Director, or any of them, are hereby authorized and directed to certify that they have examined the
Official Statement prepared and circulated in connection with the issuance and sale of the Bonds
and that to the best of their knowledge and belief the Official Statement is, as of the date thereof,
a complete and accurate representation of the facts and representations made therein as of the date
of the Official Statement as it relates to the City.
5.03. Other Certificates. The Mayor, City Manager, and Finance Director, or any of
them, are hereby authorized and directed to furnish to the Purchaser at the closing such certificates
as are required as a condition of sale. Unless litigation shall have been commenced and be pending
questioning the Bonds or the organization of the City or incumbency of its officers, at the closing
4928-3805-5796.2 10
the Mayor, City Manager, and Finance Director, or any of them, shall also execute and deliver to
the Purchaser a suitable certificate as to absence of material litigation, and the Finance Director
shall also execute and deliver a certificate as to payment for and delivery of the Bonds.
5.04. Payment of Costs of Issuance. The City authorizes the Purchaser to deposit the
amount of Bond proceeds allocable to the payment of issuance expenses being paid on the closing
date in accordance with the closing memorandum prepared by City’s municipal adviser, Ehlers
and Associates, Inc. for further distribution by Ehlers and Associates, Inc.
5.05 Electronic Signatures. The electronic signature of the Mayor, the City Manager,
and the Finance Director, or any of them, to this resolution and to any certificate authorized to be
executed hereunder shall be as valid as an original signature of such party and shall be effective to
bind the City thereto. For purposes hereof, (i) “electronic signature” means (a) a manually signed
original signature that is then transmitted by electronic means or (b) a signature obtained through
DocuSign or Adobe or a similarly digitally auditable signature gathering process; 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.
Section 6. Tax Covenants.
6.01 Tax-Exempt Bonds. The City covenants and agrees with the holders from time to
time of the Bonds that it will not take or permit to be taken by any of its officers, employees, or
agents any action which would cause the interest on the Bonds to become subject to taxation under
the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations
promulgated thereunder, in effect at the time of such actions, and that it will take or cause its
officers, employees or agents to take, all affirmative action within its power that may be necessary
to ensure that such interest will not become subject to taxation under the Code and applicable
Treasury Regulations, as presently existing or as hereafter amended and made applicable to the
Bonds. To that end, the City will comply with all requirements necessary under the Code to
establish and maintain the exclusion from gross income of the interest on the Bonds under Section
103 of the Code, including without limitation requirements relating to temporary periods for
investments and limitations on amounts invested at a yield greater than the yield on the Bonds.
6.02. Rebate. The City will comply with requirements necessary under the Code to
establish and maintain the exclusion from gross income of the interest on the Bonds under Section
103 of the Code, including without limitation requirements relating to temporary periods for
investments, limitations on amounts invested at a yield greater than the yield on the Bonds, and the
rebate of excess investment earnings to the United States (unless the City qualifies for any exception
to the rebate requirements based on timely expenditure of proceeds of the Bonds, in accordance with
the Code and applicable Treasury Regulations).
6.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of
the Bonds, or the Utility Improvements financed by the Bonds, or to cause or permit them or any
of them to be used, in such a manner as to cause the Bonds to be “private activity bonds” within
the meaning of Sections 103 and 141 through 150 of the Code.
4928-3805-5796.2 11
6.04. Qualified Tax Exempt Obligations. In order to qualify the Bonds as “qualified tax-
exempt obligations” within the meaning of Section 265(b)(3) of the Code, the City makes the
following factual statements and representations:
(a) the Bonds are not “private activity bonds” as defined in Section 141 of the
Code;
(b) the City hereby designates the Bonds as “qualified tax-exempt obligations”
for purposes of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations (other than
private activity bonds, that are not qualified 501(c)(3) bonds) which will be issued by the
City (and all subordinate entities of the City) during calendar year 2025 will not exceed
$10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City during calendar
year 2025 have been designated for purposes of Section 265(b)(3) of the Code.
6.05. Procedural Requirements. The City will use its best efforts to comply with any
federal procedural requirements which may apply in order to effectuate the designations made by
this section.
Section 7. Book-Entry System; Limited Obligation of City.
7.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten
or printed fully registered Bond for each of the maturities set forth in Section 2.04 hereof. Upon
initial issuance, the ownership of each Bond will be registered in the registration books kept by
the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New
York, New York, and its successors and assigns (DTC). Except as provided in this section, all of
the outstanding Bonds will be registered in the registration books kept by the Registrar in the name
of Cede & Co., as nominee of DTC.
7.02. Participants. With respect to Bonds registered in the registration books kept by the
Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying
Agent will have no responsibility or obligation to any broker dealers, banks and other financial
institutions from time to time for which DTC holds Bonds as securities depository (the
“Participants”) or to any other person on behalf of which a Participant holds an interest in the
Bonds, including but not limited to any responsibility or obligation with respect to (i) the accuracy
of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the
Bonds, (ii) the delivery to any Participant or any other person (other than a registered owner of
Bonds, as shown by the registration books kept by the Registrar,) of any notice with respect to the
Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other
person, other than a registered owner of Bonds, of any amount with respect to principal of,
premium, if any, or interest on the Bonds. The City, the Registrar and the Paying Agent may treat
and consider the person in whose name each Bond is registered in the registration books kept by
the Registrar as the holder and absolute owner of such Bond for the purpose of payment of
principal, premium and interest with respect to such Bond, for the purpose of registering transfers
with respect to such Bond, and for all other purposes. The Paying Agent will pay all principal of,
4928-3805-5796.2 12
premium, if any, and interest on the Bonds only to or on the order of the respective registered
owners, as shown in the registration books kept by the Registrar, and all such payments will be
valid and effectual to fully satisfy and discharge the City’s obligations with respect to payment of
principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid.
No person other than a registered owner of Bonds, as shown in the registration books kept by the
Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon
delivery by DTC to the City Manager of a written notice to the effect that DTC has determined to
substitute a new nominee in place of Cede & Co., the words “Cede & Co.,” will refer to such new
nominee of DTC; and upon receipt of such a notice, the City Manager will promptly deliver a copy
of the same to the Registrar and Paying Agent.
7.03. Representation Letter. The City has heretofore executed and delivered to DTC a
Blanket Issuer Letter of Representations (the “Representation Letter”) which will govern payment
of principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds.
Any Paying Agent or Registrar subsequently appointed by the City with respect to the Bonds will
agree to take all action necessary for all representations of the City in the Representation Letter
with respect to the Registrar and Paying Agent, respectively, to be complied with at all times.
7.04. Transfers Outside Book-Entry System. In the event the City, by resolution of the
City Council, determines that it is in the best interests of the persons having beneficial interests in
the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC
will notify the Participants, of the availability through DTC of Bond certificates. In such event the
City will issue, transfer and exchange Bond certificates as requested by DTC and any other
registered owners in accordance with the provisions of this Resolution. DTC may determine to
discontinue providing its services with respect to the Bonds at any time by giving notice to the
City and discharging its responsibilities with respect thereto under applicable law. In such event,
if no successor securities depository is appointed, the City will issue and the Registrar will
authenticate Bond certificates in accordance with this resolution and the provisions hereof will
apply to the transfer, exchange and method of payment thereof.
7.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to
the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC,
payments with respect to principal of, premium, if any, and interest on the Bond and all notices
with respect to the Bond will be made and given, respectively in the manner provided in DTC’s
Operational Arrangements, as set forth in the Representation Letter.
Section 8. Continuing Disclosure.
8.01. City Compliance with Provisions of Continuing Disclosure Certificate. The City
hereby covenants and agrees that it will comply with and carry out all of the provisions of the
Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure
of the City to comply with the Continuing Disclosure Certificate is not an event of default with
respect to the Bonds; however, any Bondholder may take such actions as may be necessary and
appropriate, including seeking mandate or specific performance by court order, to cause the City
to comply with its obligations under this section.
4928-3805-5796.2 13
8.02. Execution of Continuing Disclosure Certificate. “Continuing Disclosure Certificate”
means that certain Continuing Disclosure Certificate executed by the Mayor and City Manager
and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be
amended from time to time in accordance with the terms thereof.
Section 9. Defeasance. When all Bonds and all accrued interest thereon have been
discharged as provided in this section, all pledges, covenants and other rights granted by this
resolution to holders of the Bonds will cease, except that the pledge of the full faith and credit of
the City for the prompt and full payment of the principal of and interest on the Bonds will remain
in full force and effect. The City may discharge all Bonds which are due on any date by depositing
with the Registrar on or before that date a sum sufficient for the payment thereof in full or by
depositing irrevocably in escrow, with a suitable institution qualified by law as an escrow agent
for this purpose, cash or securities which are backed by the full faith and credit of the United States
of America, or any other security authorized under Minnesota law for such purpose, bearing
interest payable at such times and at such rates and maturing on such dates and in such amounts
as shall be required and sufficient, subject to sale and/or reinvestment in like securities, to pay said
obligation(s), which may include any interest payment on such Bond and/or principal amount due
thereon at a stated maturity (or if irrevocable provision shall have been made for permitted prior
redemption of such principal amount, at such earlier redemption date). If any Bond should not be
paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient
for the payment thereof in full with interest accrued to the date of such deposit.
November 24, 2025
Date April Graves, Mayor
ATTEST:
City Manager
The motion for the adoption of the foregoing resolution was duly seconded by Councilmember
Moore
and, after full discussion thereof and upon a vote being taken thereon, the following voted in
favor thereof:
Graves, Jerzak, Kragness, Lawrence-Anderson, and Moore
and the following voted against the same: none
whereupon said resolution was declared duly passed and adopted.
A-1
4928-3805-5796.2
EXHIBIT A
PROPOSALS
4928-3805-5796.2 2
4928-3805-5796.2 3
4928-3805-5796.2 B-1
EXHIBIT B
FORM OF BOND
No. R-_____ UNITED STATES OF AMERICA $__________
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF BROOKLYN CENTER
GENERAL OBLIGATION UTILITY REVENUE BOND, SERIES 2025A
Rate Maturity Date
Date of
Original Issue CUSIP
% February 1, 20____ December 18, 2025
Registered Owner: Cede & Co.
The City of Brooklyn Center, Minnesota, a duly organized and existing municipal
corporation in Hennepin County, Minnesota (the “City”), acknowledges itself to be indebted and
for value received hereby promises to pay to the Registered Owner specified above or registered
assigns, the principal sum set forth above on the Maturity Date specified above, unless called for
earlier redemption, with interest thereon from the date hereof at the annual Rate specified above
(calculated on the basis of a 360-day year of twelve 30-day months), payable February 1 and
August 1 in each year, commencing August 1, 2026, to the person in whose name this Bond is
registered at the close of business on the 15th day (whether or not a business day) of the
immediately preceding month. The interest hereon and, upon presentation and surrender hereof,
the principal hereof are payable in lawful money of the United States of America by check or draft
by Bond Trust Services Corporation, National Association, Minneapolis, Minnesota, as Registrar,
Paying Agent, Transfer Agent and Authenticating Agent, or its designated successor under the
Resolution described herein. For the prompt and full payment of such principal and interest as the
same respectively become due, the full faith and credit and taxing powers of the City have been
and are hereby irrevocably pledged.
This Bond is one of an issue in the aggregate principal amount of $6,180,000, all of like
original issue date and tenor, except as to number, denomination, maturity date, redemption
privilege, and interest rate, all issued pursuant to a resolution adopted by the City Council on
November 24, 2025 (the “Resolution”), for the purpose of providing monies in part for various
utility improvements in the City and pursuant to and in full conformity with its home rule charter,
the Constitution, and the laws of the State of Minnesota, including Minnesota Statutes, Chapters
444 and 475. The principal hereof and interest hereon are payable from net revenues of the water
and sewer utility systems and from ad valorem taxes, as set forth in the Resolution to which reference
is made for a full statement of rights and powers thereby conferred. The full faith and credit of the
City are irrevocably pledged for payment of this Bond and the City Council has obligated itself to
levy additional ad valorem taxes on all taxable property in the City in the event of any deficiency in
net revenues and ad valorem taxes pledged, which additional taxes may be levied without limitation
4928-3805-5796.2 B-2
as to rate or amount. The Bonds of this series are issued only as fully registered Bonds in
denominations of $5,000 or any integral multiple thereof of single maturities.
The City may elect on February 1, 2033, and on any date thereafter to prepay Bonds
maturing on or after February 1, 2034. Redemption may be in whole or in part and if in part, at
the option of the City and in such manner as the City will determine. If less than all Bonds of a
maturity are called for redemption, the City will notify the Depository Trust Company (“DTC”)
of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of
each participant’s interest in such maturity to be redeemed and each participant will then select by
lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a
price of par plus accrued interest.
The City Council has designated the Bonds as “qualified tax-exempt obligations” within
the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”)
relating to disallowance of interest expense for financial institutions and within the $10 million
limit allowed by the Code for the calendar year of issue.
IT IS HEREBY CERTIFIED AND RECITED that in and by the Resolution, the City has
covenanted and agreed that it will continue to own and operate the water and sewer systems free
from competition by other like municipal utilities; that adequate insurance on said systems and
suitable fidelity bonds on employees will be carried; that proper and adequate books of account
will be kept showing all receipts and disbursements relating to the water and sewer utility funds,
into which it will pay all of the gross revenues from the water and sewer systems; that it will also
create and maintain a General Obligation Utility Revenue Bonds, Series 2025A Debt Service Fund,
into which it will pay, out of the net revenues from the water and sewer systems, a sum sufficient
to pay principal of and interest on the Bonds when due; and that it will provide, by ad valorem tax
levies, for any deficiency in required net revenues of the water and sewer systems.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond
is transferable upon the books of the City at the principal office of the Registrar, by the registered
owner hereof in person or by the owner’s attorney duly authorized in writing upon surrender hereof
together with a written instrument of transfer satisfactory to the Registrar, duly executed by the
registered owner or the owner’s attorney; and may also be surrendered in exchange for Bonds of
other authorized denominations. Upon such transfer or exchange the City will cause a new Bond
or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate
principal amount, bearing interest at the same rate and maturing on the same date, subject to
reimbursement for any tax, fee or governmental charge required to be paid with respect to such
transfer or exchange.
The City and the Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of
receiving payment and for all other purposes, and neither the City nor the Registrar will be affected
by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of Minnesota to be done,
4928-3805-5796.2 B-3
to exist, to happen and to be performed preliminary to and in the issuance of this Bond in order to
make it a valid and binding general obligation of the City in accordance with its terms, have been
done, do exist, have happened and have been performed in regular and due form, time and manner,
that prior to the issuance of this bond the City Council of the City has provided funds for the
payment of principal and interest on the bonds of this issue as the same become due, but the full
faith and credit of the City is pledged for their payment and additional taxes will be levied, if
required for such purpose, without limitation as to the rate of amount; and that this bond, together
with all other indebtedness of the City outstanding on the date of its issuance, does not exceed any
constitutional or statutory limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit
under the Resolution until the Certificate of Authentication hereon has been executed by the
Registrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Brooklyn Center, Hennepin County, Minnesota, by
its City Council, has caused this Bond to be executed on its behalf by the facsimile or manual
signatures of the Mayor and City Manager and has caused this Bond to be dated as of the date set
forth below.
Dated: December 18, 2025
CITY OF BROOKLYN CENTER, MINNESOTA
City Manager Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
BOND TRUST SERVICES
CORPORATION
By
Its Authorized Representative
4928-3805-5796.2 B-4
________________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, will be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants
in common
UNIF GIFT MIN ACT
_____ Custodian _______
(Cust) (Minor)
under Uniform Gift or Transfer to
Minors Act
of……………………..
(State)
TEN ENT -- as tenants
by entireties
JT TEN -- as joint tenants
with right of
survivorship and
not as tenants in
common
Additional abbreviations may also be used though not in the above list.
_______________________
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
_______________________________________ the within Bond and all rights thereunder, and
does hereby irrevocably constitute and appoint ____________________ attorney to transfer the
said Bond on the books kept for registration of the within Bond, with full power of substitution in
the premises.
Dated:
Notice: The assignor’s signature to this assignment must correspond with
the name as it appears upon the face of the within Bond in every particular,
without alteration or any change whatever.
Signature Guaranteed:
4928-3805-5796.2 B-5
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the
Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion
Program (“SEMP”), the New York Stock Exchange, Inc. Medallion Signatures Program (“MSP”)
or other such “signature guarantee program” as may be determined by the Registrar in addition to,
or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act
of 1934, as amended.
The Registrar will not effect transfer of this Bond unless the information concerning the
assignee requested below is provided.
Name and Address:
(Include information for all joint owners
if this Bond is held by joint account)
Please insert social security or
other identifying number of assignee
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on
the books of the Registrar in the name of the person last noted below.
Date of Registration
Registered Owner
Signature of
Registrar
December 18, 2025
Cede & Co.
Federal ID #13-2555119
4928-3805-5796.2
STATE OF MINNESOTA CERTIFICATE OF COUNTY
AUDITOR/TREASURER AS TO
COUNTY OF HENNEPIN TAX LEVY AND REGISTRATION
I, the undersigned Auditor/Treasurer of Hennepin County, Minnesota, hereby certify that
a certified copy of a resolution adopted by the governing body of the City of Brooklyn Center,
Minnesota, on November 24, 2025, levying taxes for the payment of $6,180,000 General
Obligation Utility Revenue Bonds, Series 2025A, of said municipality, dated December 18, 2025
has been filed in my office and said bonds have been registered on the register of obligations in
my office and that such tax has been levied as required by law.
WITNESS My hand and official seal this _____ day of _______, 2025.
Auditor/Treasurer
Hennepin County, Minnesota
(SEAL)
Deputy County Auditor