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HomeMy WebLinkAbout2013-140 CCR Member Carol Kleven introduced the following resolution and moved its adoption. RESOLUTION NO. 2013-140 RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $6,040,000 TAXABLE GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 2013A A. WHEREAS, the B ooklyn Center Economic Development Authority(the "EDA") has heretofore established Housi g Development and Redevelopment Project No. 1 (the "Project Area") and has adopted a redeye opment plan therefor (as modified, the "Redevelopment Plan") in accordance with Minnesota tatutes, Section 469.001 to 469.047, both inclusive, which Redevelopment Plan authorizes certain expenditures within the Project Area to promote development in the City of Brooklyn Center,Minnesota(the"City"); and B. WHEREAS, the EDA has heretofore created Tax Increment Financing District No. 3 (the "Tax. Increment District") within the Project Area and adopted a tax increment financing plan therefor (as modified, the "TIF Plan") pursuant to the provisions of Minnesota Statutes, Section 469.174 to 469.1794; and C. WHEREAS, pursuant to the provisions of the Redevelopment Plan and TIF Plan, funds are to be expended within the Project Area, or elsewhere within the City for certain housing expenditures, to provide money to finance the acquisition of land, certain demolition costs, and other eligible expenses to promote redevelopment activity within the City (the "Project"); and D. WHEREAS, the City has retained Springsted Incorporated ("Springsted"), an independent financial consultant in connection with the issuance of the Bonds, and is therefore authorized by Minnesota Statutes, Section 475.60, subdivision 2(9) to negotiate the sale of the Bonds without complying with the public sale requirements of Minnesota Statutes, Chapter 475; and E. WHEREAS,the City Finance Director presented a tabulation of the proposals that had been received in the manner specified in the Terms of Proposal for the Bonds. The proposals were as set forth in EXHIBIT A attached. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Brooklyn Center, Minnesota, as follows: Section 1. Sale of Bonds. 1.01 Authorization. The Bonds shall provide funds to finance the Project. Certain tax increments derived from the Tax Increment District (the "Tax Increments"), will be applied to the payment of the Bonds and interest thereon and pledged by the City. The estimated amount of Tax Increments available to pay debt service on the Bonds exceeds 20% of the cost of the Project. The total cost of the Project, which shall include all costs enumerated in Minnesota Statutes, Section 475.65, is estimated to be at least equal to the amount of the Bonds. It is hereby RESOLUTION NO. 2013-140 determined that it is necessary and expedient for the City to issue $6,040,000 Taxable General Obligation Tax Increment Bonds, Series 2013A (the "Bonds") pursuant to Minnesota Statutes, Chapters 469 (the"Act")to provide financing for the Project. 1.02. Award to the Purchaser and Interest Rates. The proposal of Robert W. Baird & Company, Incorporated in Red Bank,New Jersey (the "Purchaser")to purchase the Bonds of the City described in the Terms of Proposal is hereby found and determined to be the most favorable offer received and is hereby accepted, the proposal being to purchase the Bonds at a price of $ The Bonds bear interest as follows: Year Interest Rate Year Interest Rate 2015 2.00% 2019 3.00% 2016 2.00 2020 3.00 2017 2.00 2021 3.00 2018 3.00 2022 3.25 1.03. Purchase Contract. Any original issue premium and any rounding amount shall be credited to the Debt Service Fund hereinafter created, or deposited in the Capital Account under Section 3.01 hereof, as determined by the City's financial advisor and the City Finance Director. The City Finance Director is directed to retain the good faith check of the Purchaser, pending completion of the sale of the Bonds, and to return the good f aith checks of the unsuccessful proposers. The Mayor and City Clerk are directed to execute a contract with the Purchaser on behalf of the City. 1.04. Terms and Principal Amounts of the Bonds. The City will forthwith issue and "Act"the 5 sell the Bonds pursuant to Minnesota Statutes, Chapters 469 and 475 ( ), in the total f$6,040,000, on inall dated their date of issuance in the denomination of amount o principal g Y $5,000 each or any integral multiple thereof, numbered No. R-1, upward, bearing interest as above set forth, and maturing serially on February 1 in the years and amounts as follows: Year Amount Year Amount 2015 $250,000 2019 $325,000 2016 260,000 2020 335,000 2017 265,000 2021 2,140,000 2018 270,000 2022 2,195,000 As may be requested by the Purchaser, one or more term Bonds may be issued having mandatory sinking fund redemption and final maturity amounts conforming to the foregoing principal repayment schedule, and corresponding additions may be made to the provisions of the applicable Bond(s). For the purposes of complying with Minnesota Statues, Section 474.54, Subdivision 1, the maturity schedule for the Bonds has been combined with the maturity schedule for RESOLUTION NO. 2013-140 $4,920,000 General Obligation Improvement Bonds, Series 2013B, as permitted by Minnesota Statues, Section 474.54. Subdivision 2. 1.05. No Optional Redemption. The Bonds will not be subject to prepayment in advance of their maturity. Section 2. Registration and Payment. 2.01. 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. 2.02. 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 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, 2014, to the registered owners of record thereof as of the close of business on the fifteenth day of the immediately preceding month,whether or not that day is a business day. 2.03. Registration. The City will appoint 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) Re ig ster. The Registrar must 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 a 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. When 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. RESOLUTION NO. 2013-140 (d) Cancellation. Bonds surrendered upon 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 registered in the bond register as the absolute owner of the 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 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. (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 a 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 it that the Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it 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. RESOLUTION NO. 2013-140 2.04. Appointment of Initial Re isg tray. The City appoints U.S. Bank National Association, St. Paul, Minnesota, as the initial Registrar. The Mayor and the City Clerk 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 monies sufficient for the payment of all principal and interest then due. 2.05. 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 Clerk, provided that those signatures may be printed, engraved or lithographed 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 a 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 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. 2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds one or more typewritten temporary Bonds in substantially the form set forth in Section 3 with such changes as may be necessary to reflect more than one maturity in a single temporary bond. Upon the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and cancelled. 2.07. Form of Bonds. The Bonds will be printed or typewritten in substantially the following form attached hereto as Exhibit B. 2.08. Approving Legal_ Opinion. The City Clerk will obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, 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 3. Payment; Security; Pledges and Covenants. RESOLUTION NO. 2013-140 3.01 Fund and Accounts. There is hereby created a special fund to be designated the "Taxable General Obligation Tax Increment Bonds, Series 2013A Fund" (the "Fund") to be administered and maintained by the City Finance Director as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. The Fund shall be maintained in the manner herein specified until all of the Bonds and the interest thereon have been fully paid. There shall be maintained in the Fund 2 separate accounts, to be designated the"Capital Account" and"Debt Service Account",respectively. (a) Capital Account. To the Capital Account there shall be credited the proceeds of the sale of the Bonds less accrued interest received thereon and any rounding amount and any original issue premium, to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03. From the Capital Account there shall be paid the eligible costs and expenses of the Project, including all other costs incurred and to be incurred of the kind authorized in Minnesota Statutes, Section 475.65; and the moneys in said account shall be used for no other purpose except as otherwise provided by law; provided that the proceeds of the Bonds may also be used to the extent necessary to pay interest on the Bonds due prior to the receipt of Tax Increments. (b) Debt Service Account. There are hereby irrevocably appropriated and pledged to, and there shall be credited to, the Debt Service Account: (a) all accrued interest received upon delivery of the Bonds; (b) Tax Increments at the times and in the amount sufficient to pay the annual principal and interest payments on the Bonds; (c) any collections of all taxes hereafter levied in the event that the Tax Increments herein pledged to the payment of the principal and interest on the Bonds are insufficient therefore; (d) all funds remaining in the Capital Account after payment of the costs of the Project; (e) capitalized interest financed from Bond proceeds, if and an rounding an all investment earnings on funds held in the Debt Service Account; (g) y g Y� (� amount and any original issue premium, to the extent designated for deposit in the Debt Service Account in accordance with Section 1.03; and (h) any and all other moneys which are properly available and are appropriated by the governing body of the City to the Debt Service Account. The Debt Service Account shall be used solely to pay the principal and interest and any premiums for redemption of the Bonds and any other general obligation bonds of the City hereafter issued by the City and made payable from said account as provided by law. 3.02 Tax Increments. The City hereby appropriates Tax Increments to the Debt Service Account, which appropriation shall continue until all of the Bonds and any additional bonds payable from the Debt Service Account, are paid or discharged. The City hereby expressly reserves the right to use the Tax Increments to pay principal and interest on the Bonds and to finance other costs set forth in the TIF Plan not financed hereby or to finance costs of other projects to be undertaken from time to time within the Project Area in accordance with the Redevelopment Plan and the TIF Plan, as they may from time to time be amended. 3.03 Future Tax Levies. On or before October 10 of each year,the Finance Director shall certify to the County Auditor of Hennepin County the amount of Tax Increments and any other funds appropriated to and then held in the Debt Service Account and the estimated collections of Tax Increments to be received in the next succeeding year. In the event that it is anticipated that RESOLUTION NO. 2013-140 the aggregate of said sums will not be sufficient to pay the principal and interest on the Bonds to become due in the first calendar year thereafter and the first 6 months of the succeeding calendar year, the City Council shall pass a resolution requesting the County Auditor of Hennepin County to levy an ad valorem tax in an amount as is necessary, together with the aforementioned funds then held in the Debt Service Account and said estimated collections of Tax Increments, to pay the principal and interest on the Bonds to become due during said period. 3.04 Coverage Test. The collections of Tax Increments and other revenues herein pledged are such that if collected in full they produce at least 5% in excess of the amount needed to meet when due the principal and interest payments on the Bonds. 3.05 General Obligation Pledge. For the prompt and full payment of the principal and interest on the Bonds, as the same respectively become due, the full faith, credit, resources and taxing powers of the City have been irrevocably pledged. If the balance in the Debt Service Account is ever insufficient to pay all principal and interest then due on the Bonds and any other bonds payable therefrom,the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, and such other funds may be reimbursed with or without interest from the Debt Service Account when a sufficient balance is available therein. Section 4. Authentication of Transcript. 4.01. Cijy 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 stated therein. 4.02 Certification as to Official Statement. The Mayor and City Clerk are 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 a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement. Section 5. Book-Entry System; Limited Obligation of City. 5.01. 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 1.04 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. RESOLUTION NO. 2013-140`` 5.02. 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 Bonds, and for all other purposes. The Paying Agent will pay all principal of, 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 liver b DTC to the City Clerk of a written evidencing the obligation of this resolution. Upon delivery y ty 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 Clerk will promptly deliver a copy of the same to the Registrar and Paying Agent. 5.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket Issuer Letter of Representations (the "Representation Letter") which shall 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. 5.04. Transfers Outside Book-EntU 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 RESOLUTION NO. 2013-140 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. 5.05. 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 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 6. Continuiniz Disclosure. 6.01. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate"means that certain Continuing Disclosure Certificate on file with the City Clerk, as it may be amended from time to time in accordance with the terms thereof. The Mayor and City Clerk are hereby directed to execute the Continuing Disclosure Certificate on behalf of the City. 6.02. 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 to be considered 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 the Continuing Disclosure Certificate. Section 7. Defeasance. 7.01. Pledges, Covenants, and Other Rights to Cease. When all Bonds and all interest thereon, have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution to the 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. 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 RESOLUTION NO. 2013-140 November 25, 2013 Date Mayor ATTEST: City Clerk The motion for the adoption of the foregoing resolution was duly seconded by member Dan Ryan and upon vote being taken thereon,the following voted in favor thereof: Tim Willson, Carol Kleven, Kris Lawrence-Anderson, Lin Myszkowski, and Dan Ryan; and the following voted against the same: none; whereupon said resolution was declared duly passed and adopted. RESOLUTION NO. 2013-140 STATE OF MINNESOTA ) COUNTY OF HENNEPIN ) SS. CITY OF BROOKLYN CENTER ) I, the undersigned, being the duly qualified and acting Clerk of the City of Brooklyn Center, Hennepin County, Minnesota, do hereby certify that I have carefully compared the attached and foregoing extract of minutes of a regular meeting of the City Council of the City held on November 25, 2013 with the original minutes on file in my office and the extract is a full, true and correct copy of the minutes insofar as they relate to the issuance and sale of $6,040,000 Taxable General Obligation Tax Increment Bonds, Series 2013A of the City. WITNESS My hand of the City this day of November,2013. Clerk RESOLUTION NO. 2013-140 EXHIBIT B FORM OF BOND UNITED STATES OF AMERICA STATE OF MINNESOTA HENNEPIN COUNTY CITY OF BROOKLYN CENTER R- $ TAXABLE GENERAL OBLIGATION TAX INCREMENT BOND, SERIES 2013A INTEREST MATURITY DATE OF CUSIP RATE DATE ORIGINAL ISSUE February 1, 20 December 1, 2013 REGISTERED OWNER: CEDE& CO. PRINCIPAL AMOUNT: DOLLARS KNOW ALL PERSONS BY THESE PRESENTS that the City of Brooklyn Center, Hennepin County, Minnesota (the "Issuer"), certifies that it is indebted and for value received promises to a to the registered owner specified above, or registered assigns, in the manner p PY g hereinafter set forth, unless called for earlier redemption, the principal amount specified above, on the maturity date specified above, and to pay interest thereon semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date"), commencing August 1, 2014, at the rate per annum specified above (calculated on the basis of a 360-day year of twelve 30-day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium,if any, on this Bond are payable upon presentation and surrender hereof at the principal office of U.S. Bank National Association in St. Paul, Minnesota (the "Bond Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder" or `Bondholder") on the registration books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar B-1 RESOLUTION NO. 2013-140 whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond axe payable in lawful money of the United States of America. So long as this Bond is registered in the name of the Depository or its Nominee as provided in the Resolution hereinafter described, and as those terms are defined therein, payment of principal of, premium, if any, and interest on this Bond and notice with respect thereto shall be made as provided in the Letter of Representations, as defined in the Resolution, and surrender of this Bond shall not be required for payment of the redemption price upon a partial redemption of this Bond. Until termination of the book-entry only system pursuant to the Resolution, Bonds may only be registered in the name of the Depository or its Nominee. No Redemption. The Bonds of this issue (the `Bonds") are not subject to prepayment in advance of their maturity. Issuance, Pumose; General Obligation. This Bond is one of an issue in the total principal amount of$6,040,000, all of like date of original issue and tenor; except as to number, maturity, interest rate and denomination which Bond has been issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by the City Council of the Issuer on November 25, 2013 (the "Resolution"), for the purpose of providing money to finance the acquisition of land, certain demolition costs, and other eligible expenses to promote redevelopment activity within the City of Brooklyn Center(the "City"), and to provide moneys for the prompt and full payment of its principal, premium, if any, and interest when the same become due, the full faith and credit, resources and taxing powers of the City have been and are hereby irrevocably pledged. Denominations; Exchange, Resolution. The Bonds are issuable solely as fully registered bonds in the denominations of$5,000 and integral multiples thereof of a single maturity and are exchangeable for fully registered Bonds of other authorized denominations in equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar. Transfer. This Bond is transferable by the Holder in person or by his, her or its attorney duly authorized in writing at the principal office of the Bond Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of an authorized denomination or denominations, in aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. B-2 RESOLUTION NO. 2013-140 Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.. Treatment of Registered Owners. The Issuer and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except as otherwise provided herein with respect to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be affected by notice to the contrary. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Bond Registrar. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution, laws of the State of Minnesota to be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed, in regular and due form, time and manner as required by law, and that this Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof and the date of its issuance and delivery to the original purchaser, does not exceed any constitutional or statutory limitation of indebtedness. IN WITNESS WHEREOF, the City of Brooklyn Center, Hennepin County, Minnesota, by its City Council has caused this Bond to be executed on its behalf by the facsimile signatures of its Mayor and its Clerk, the corporate seal having been intentionally omitted as permitted by law. Dated: December , 2013 CITY OF BROOKLYN CENTER, MINNESOTA (Facsimile) (Facsimile) City Clerk Mayor B-3 RESOLUTION NO. 2013-140 CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. U.S. BANK NATIONAL ASSOCIATION By Authorized Representative B-4 RESOLUTION NO. 2013-140 The following abbreviations,when used in the inscription on the face of this Bond, will be constructed as though they were written out in full according to applicable laws or regulations: TEN COM --as tenants UNIF GIFT MIN ACT Custodian in common (Cust) (Minor) TEN ENT-- as tenants under Uniform Gifts or by entireties Transfers to Minors JT TEN -- as joint tenants with right of survivorship and Act . . . . . . . . not as tenants in common (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint I 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: 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. B-5 RESOLUTION NO. 2013-140 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. Signature Date of Registration Registered Owner of Re iistrar Cede& Co. Federal ID#13-2555119 B-6