HomeMy WebLinkAbout2015-098 CCR Extract of Minutes of Meeting
of the City Council of the City of
Brooklyn Center, Hennepin County,Minnesota
RESOLUTION NO. 2015-98
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City
of Brooklyn Center, Minnesota, was duly held in the City Hall in said City on Monday, June 8,
2015, commencing at 7:00 P.M.
The following members were present:
Tim Willson, April Graves, Kris Lawrence-Anderson, Lin Myszkowski, and Dan Ryan
and the following were absent:
None
The Mayor announced that the next order of business was consideration of the proposals
which had been received for the purchase of the City's approximately $6,600,000 Taxable
General Obligation Tax Increment Refunding Bonds, Series 2015B.
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 are as set forth
in EXHIBIT A attached.
After due consideration of the proposals, Memberlyszkowski then introduced the
following resolution, and moved its adoption:
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RESOLUTION NO.2015-98
RESOLUTION NO. 15
A RESOLUTION AWARDING THE SALE OF $6,600,000
TAXABLE GENERAL OBLIGATION TAX INCREMENT
REFUNDING BONDS, SERIES 201513;
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. Sale of Bonds.
1.01 Background; Findings. It is hereby determined that:
(a) the City is authorized by Minnesota Statutes, Chapter 475, Sections
469.174 through 469.1794 and Minnesota Laws of 1998, Chapter 389,Article 11, Section
24 (collectively,the"Act")and Section 475.67, Subdivision 3, of the Act to issue and sell
its general obligation bonds to refund obligations and the interest thereon before the due
date of the obligations, if consistent with covenants made with the holders thereof, when
determined by the City Council to be necessary or desirable for the reduction of debt
service cost to the City or for the extension or adjustment of maturities in relation to the
resources available for their payment;
(b) Minnesota Statutes, Section 475.67, subdivision 13, permits the sale of
crossover refunding obligations as long as the proceeds of the crossover refunding
obligations are deposited in a debt service fund maintained as an Escrow Account and
irrevocably appropriated to the payment of principal of and interest on the refunding
obligations until the date the proceeds are applied to the payment of the obligations to be
refunded;
(c) it is necessary and desirable to reduce debt service costs that the City issue
its $6,600,000 Taxable General Obligation Tax Increment Refunding Bonds,
Series 2015B (the"Bonds")to refund certain outstanding general obligations of the City;
(d) the outstanding bonds to be refunded (the"Refunded Bonds") consist of
the $17,245,000 Taxable General Obligation Tax Increment Bonds, Series 2004D dated
December 1, 2004 (the"Series 2004D Bonds"), of which $6,670,000 in principal amount
(representing the 2017 through 2020 maturities) is callable on February 1, 2016 (the
"Redemption Date"), which maturities, together with interest thereon, are referred to as
the"Refunded Bonds."
1.02. Award to the Purchaser and Interest Rates. The proposal of Robert W. Baird &
Co., Inc. in Milwaukee, Wisconsin (the"Purchaser") to purchase $6,600,000 Taxable General
Obligation Tax Increment Refunding Bonds, Series 2015B (the"Bonds")of the City described in
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RESOLUTION NO.2015-98
the Official Terms of Proposal thereof is found and determined to be a reasonable offer and is
accepted, the proposal being to purchase the Bonds at a price of$6,835,574.61 Bonds bearing
interest as follows:
Year Interest Rate
2017 3.00%
2018 3.00%
2019 3.00%
2020 3.00%
1.03. Purchase. Any original issue premium and any rounding amount shall be credited
to the Debt Service Fund hereinafter created, or applied to redemption of the Refunded Bonds, as
determined by the City Finance Director in consultation with the City's municipal advisor. 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 faith checks of the unsuccessful
proposers. The Mayor and City Manager 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 sell
the Bonds pursuant to the Act in the total principal amount of$6,600,000, originally dated July
9, 2015, in the denomination of$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 without option
of prior payment in the years and amounts as follows:
Year Amount
2017 $1,570,000
2018 1,610,000
2019 1,690,000
2020 1,730,000
1.05: No Optional Redemption. The Bonds will not be subject to redemption and
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
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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
February 1,2016, 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 such 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) Register. The Registrar must keep at its principal corporate trust office a
bond register in which the Registrar provides for the registrationof 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 fifteenth 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.
(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 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.
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(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 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.
2.04. Appointment of Initial Registrar. The City appoints U.S. Bank National
Association, St. Paul, 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 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 Manager and executed on behalf of the City by the signatures of the Mayor
and the City Manager, 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, such 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.
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When the Bonds have been so prepared, executed and authenticated, the City Manager 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.
Section 3. Form of Bond.
3.01. Form of Bond. The Bonds will be printed or typewritten in substantially the form
as attached hereto as EXHIBIT B.
3.02. Approving Legal Opinion. The City Manager is directed to obtain a copy of the
proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota,
which is to be complete except as to dating thereof and will cause the opinion to be printed on or
accompany each Bond.
Section 4. Payment; Security.
4.01. Funds and Accounts. The Bonds are payable from the Taxable General Obligation
Tax Increment Refunding Bonds, Series 2015B Debt Service Fund (the"Debt Service Fund")
hereby created, and Available Tax Increments in the amount necessary to pay when due the
principal of and accrued interest on the Bonds after the redemption date is pledged to the Debt
Service Fund. The term "Available Tax Increments" means tax increments derived from Tax
Increment Financing District No. 3 ("TIF District"). The City may pledge Available Tax
Increments to any other obligation on a parity basis with the pledge hereunder,and may release the
pledge of any tax increments hereunder, including release of any parcel within any of the identified
TIF District, so long as the remaining pledged tax increments are reasonably expected to pay at least
20% of the principal and interest when due on the outstanding Bonds. There is also appropriated to
the Debt Service Fund(i) any amount over the minimum purchase price of the Bonds paid by the
Purchaser, to the extent so designated for deposit herein under Section 1.03 hereof, and (ii) any
rounding amount. 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 will
pay such principal or interest from the general fund of the City, and the general fund will be
reimbursed for those advances out of the proceeds of Available Tax Increments when received.
The debt service fund heretofore established for the Series 2004D Bonds pursuant to the
resolution authorizing the issuance and sale of the Series 2004D Bonds (the "Prior Resolution")
shall be terminated on the Redemption Date, and all monies therein shall be transferred to the
Debt Service Fund herein created. 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 will pay such principal or interest from the general fund of the City, and the
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general fund will be reimbursed for those advances out of Taxes levied by this resolution when
collected, or Available Tax Increments when received.
4.02. Escrow Account. The Escrow Account will be maintained as an Escrow Account
(the "Escrow Account") with U.S. Bank National Association in St. Paul,Minnesota, which is a
suitable financial institution within the State, whose deposits are insured by the Federal Deposit
Insurance Corporation, whose combined capital and surplus is not less than $500,000 and said
financial institution is hereby designated escrow agent (the "Escrow Agent") for the Escrow
Account. All proceeds of the sale of the Bonds (less amounts deposited in the Debt Service
Account under Section 4.01) will be received by the Escrow Agent and applied to fund the
Escrow Account or used to pay costs of issuance. Proceeds of the Bonds not used to pay costs of
issuance or fund the Escrow Account will be returned to the City for deposit into the Debt
Service Fund. All investment earnings on the Escrow.Account are hereby irrevocably pledged
and appropriated thereto. The Escrow Account will be invested in securities maturing or callable
at the option of the holder on such datesand bearing interest at such rates as will be required to
provide sufficient funds, together with any cash or other funds retained in the Escrow Account,
to pay when due the interest to accrue on each Bond to and including the Redemption Date,and
to pay on the Redemption Date the principal amount of each of the Refunded Bonds. From the
Escrow Account there will be paid (i) all interest paid on, or to be paid on, or to accrue on, the
Bonds to and including the Redemption Date, and (ii) the principal of the Refunded Bonds due
by reason of redemption on the Redemption Date. The Escrow Account will be irrevocably
appropriated to the payment of the principal of and interest on the Bonds until the proceeds of
the Bonds therein are applied to prepayment of the Refunded Bonds. The moneys in the Escrow
Account will be used solely for the purposes herein set forth and for no other purpose, except
that any surplus in the Escrow Account may be remitted to the City, all in accordance with the
Refunding Escrow Agreement by and between the City and the Escrow Agent (the "Escrow
Agreement"). Any moneys remitted to the City upon termination of the Escrow Agreement will
be deposited in the Debt Service Fund.
4.03. Findings. It is hereby found and determined that based upon information presently
available from the City's municipal advisers, the issuance of the Bonds will result in a reduction of
debt service cost to the City on the Refunded Bonds, such that the present value of the dollar
amount of the debt service on the Bonds, computed to their stated maturity dates, after deducting
any premium, is lower by at least 3.00%than the present value of the dollar amount of debt service,
on the Refunded Bonds, exclusive of any premium, computed to their stated maturity dates
(the"Reduction"). The Reduction, after the inclusion of all authorized expenses of refunding in the
computation of the effective interest rate on the Bonds, is adequate to authorize the issuance of the
Bonds as provided by Minnesota Statutes, Section 475.67, Subdivision 13.
4.04. Investment of Funds. Moneys in the Debt Service Fund will be used solely to pay
the principal of and interest on the Bonds or any other bonds hereafter issued and made payable
from the Fund and will be invested in accordance with State laws.
4.05. 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 and taxing powers
of the City will be and are hereby irrevocably pledged. If the balance in the Escrow Account or
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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 Escrow Account or Debt Service Fund when a
sufficient balance is available therein. To the extent that it shall ever by necessary to provide full
and timely payment of the debt service on the Bonds, the City shall, pursuant to the authority
described in this paragraph, levy an ad valorem tax on all taxable property within the City sufficient
for such purposes.
4.06. Pledge of Tax Increments. It is hereby determined that the estimated collection of
Available Tax Increments for payment of principal and interest on the Bonds will produce at
least five percent in excess of the amount needed to meet, when due, the principal and interest
payments on the Bonds and that no tax levy is needed at this time.
4.07. Director of Property Records and Revenue's Certificate as to Registration. The City
Manager is authorized and directed to file a certified copy of this resolution with the Director of
Property Records and Revenue of Hennepin County and to obtain the certificate required by
Minnesota Statutes, Section 475.63.
Section 5. Refunding, Findings;Redemption of Refunded Bonds.
5.01. Refunding Prior Bonds. It is hereby found and determined that based upon
information presently available from the City's municipal advisors, the issuance of the Bonds is
consistent with covenants made with the holders of the Refunded Bonds and is necessary and
desirable for the reduction of debt service cost to the municipality.
5.02. Proceeds Pledged to the Escrow Account. As of the date of delivery of and
payment for the Bonds, proceeds of the Bonds in the amount of $6,781,100.00 are hereby
pledged and appropriated and will be deposited in the Escrow Account for the purposes of
paying principal of and interest on the Series 2004D Bonds through the Redemption Date and
redeeming and prepaying all the outstanding principal of the Series 2004D Bonds on the
Redemption Date.
5.03. Purchase of Securities and Compliance with the Act. Securities purchased from
the monies in the Escrow Account will be limited to securities specified in Section 475.67,
subdivision 8 of the Act. Springsted Incorporated and/or the Escrow Agent, as agent for the City,
is hereby authorized and directed to purchase for and on behalf of the City and in its name,
appropriate securities to fund the Escrow Account. Upon the issuance and delivery of the Bonds,
the securities so purchased will be deposited in the Escrow Account established herein and held
pursuant to the terms of the Escrow Agreement and this resolution.
5.04. Escrow Agreement. On or prior to the delivery of the Bonds, the Mayor and the
City Manager are hereby authorized and directed to execute on behalf of the City the Escrow
Agreement. The Escrow Agreement is hereby approved in substantially the form on file with the
City on the date hereof, with such necessary and appropriate variations, omissions, and insertions
as do not materially change the substance thereof, or as the Mayor and City Manager, in their
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RESOLUTION NO.2015-98
discretion, shall determine, and the execution thereof by the Mayor and City Manager shall be
conclusive evidence of such determination.
5.05. Notice of Redemption. The Refunded Bonds will be redeemed and prepaid on the
Redemption Date. The Refunded Bonds will be redeemed and prepaid in accordance with their
terms and in accordance with the terms and conditions set forth in the forms of Notice of Call for
Redemption attached as Exhibit C to the Escrow Agreement which terms and conditions are
hereby approved and incorporated herein by reference. The Registrar for the Refunded Bonds is
authorized and directed to send a copy of the Notice of Redemption to each registered holder of
the Refunded Bonds.
Section 6. Authentication of Transcript.
6.01. 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
stated therein.
6.02. Certificate as to Official Statement. The Mayor, City Manager and Finance
Director 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 a complete and accurate
representation of the facts and representations made therein as of the date of the Official'
Statement.
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 1.03
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
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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
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 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.
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 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.
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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 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 this section.
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 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.
The motion for the adoption of the foregoing resolution was duly seconded by Member
Ryan and upon vote being taken thereon, the following voted in favor thereof:
Councilmembers
Tim Willson, April Graves, 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.
Mayor City Clerk
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STATE OF MINNESOTA )
COUNTY OF HENNEPIN ) SS.
CITY OF BROOKLYN CENTER )
I,the undersigned,being the duly qualified and acting City 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 June 8, 2015 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 $6,600,000
Taxable General Obligation Tax Increment Refunding Bonds, Series 2015B of the City.
WITNESS My hand officially as such City Clerk and the corporate seal of the City this
day of June, 2015.
City Clerk
Brooklyn Center,Minnesota
(SEAL)
461355v1JSB BR291-356
RESOLUTION NO. 2015-98
EXHIBIT A
PROPOSALS
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CITY OF BROOKLYN CENTER;MINNESOTA
TAXABLE GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS,SERIES 2015E
(BOOK ENTRY ONLY)
AWARD: ROBERT W.BARD&COMPANY,INCORPORA'1`E3'
AND SYNDICATE
SALE: June 8,2015 Standard&Poo's Rating: AA
Interest Net interest True Interest
Bidder Rates Price Cast Rafe
ROBERT W,BAIRD&COMPANY, 3.00% 2017-2020 $7,073,337.80(b) $388,833,870) 1;803000
INCORPORATED
C.L.KING&ASSOCIATES
CRONIN&COMPANY,INC.
VINING-SPARKS IBG,
LIMITED PARTNERSHIP
LOOP CAPITAL MARKETS,I.LC
Y+NJ CAPITAL
CREWS&ASSOCIATES
CASTLEOAK SECURITIES,L.P.
DAVENPORT&COMPANY LLC
DUNCAN-WILLIAMS,INC.
ROSS,SINCLAIRE&ASSOCIATES,LLC
DOUGHERTY&COMPANY LLC
COUNTRY CLUB BANK
OPPENHEIMER&CO.INC,
SUMRI GE PARTNERS
R.SEELAUS&COMPANY,INC.
SIERRA PACIFIC SECURITIES
ALAMO CAPITA€.
IFS SECURITIES
ENCAPITAL,LLC
RAYMOND'JAMES&ASSOCIATES;INC. 1:00% 2017 $6,797,557.50 $3881,908:61 1.8141%
1.27% 2018
1.62% 2019
2.11% 2020
fei Subsequent tobid o ning,the issue size deavased fmm$6,830,000 to$O MO,000
Subsequent to-bd cpenov, the prrea� net in *st cost, and 7rm kder'est rate Ilam cl ngad to$6,835;574.61, $378,92534,end
1.8076%,resppectkeiy.
Public Sector Advisors
461355vl 3SB BR291-356
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RESOLUTION NO.2015-98
Interest Net Interest True Interest
81tider_ Rates Prlce cost Rata
BMO CAPITAL.MARKETS GKST INC. 1.00% 2017 ➢6,819,755.00 $382,987:93 1.8157%
1:50% 2018'
1.85% 2019
2,10% 2020
FTN FINANCIAL CAPITAL MARKETS 3.00% 2017-2020 $7,064,699.45 $397,472.22 1.8446%
PIPER JAFFRAY&CO. 2.00% 2017.2019 $&„877,070.70 $394,388,95 1.8620%
2.25% 2020
SUNTRUST ROBINSON HUMPHREY,INC. 1.50% 2017 '$6,815,418.80 $397,087.37 1.8843%
BOSC,INC.,R SUBSIDIARY OF, 1.45% 2018
BOK FINANCIAL CORP. 1.80% 2019
2.125% 2020
HUTCHINSON,SI-IOCKEY,ERLEY&CO: 5.00% 2017-2020 $7,461,102.50 $4122,516.94 1,8906%
NORTHLAND SECURITIES;INC. 1.40% 2017-2018 $6,797,567,50 $424„562:74 20176%
2.00% '2019
2.15% 2020
REOFFERING SCHEDULE OF THE PURCHASER
Rate L
3D0% 2017 1.10%
3,00% 2018 1.35%
3:00°10 2019 1,700/4
300% 2020 2.,10%
BBb. 181%
Average Maturity: 3:085 Years
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RESOLUTION NO.2015-98
EXHIBIT B
FORM OF BOND
No. R UNITED STATES OF AMERICA $
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF BROOKLYN CENTER
TAXABLE GENERAL OBLIGATION TAX INCREMENT REFUNDING BOND,
SERIES 2015B
Date of
Rate Maturity Original Issue CUSIP
February 1, 20_ July 9,2015
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 promises to pay to the Registered Owner specified above or registered assigns,
the principal sum of$ on the maturity date specified above, with interest thereon
from the date hereof at the annual rate specified above,payable February 1 and August 1 in each
year, commencing February 1, 2016, to the person in whose name this Bond is registered at the
close of business on the fifteenth 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 U.S.
Bank National Association, St. Paul, 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$6,600,000 all of like
original issue date and tenor, except as to number, maturity date, and interest rate, all issued
pursuant to a resolution adopted by the City Council on June 8, 2015 (the"Resolution"), for the
purpose of providing money to refund the outstanding principal amount of certain general
obligation bonds of the City, pursuant to and in full conformity with the home rule charter of the
City and the Constitution and laws of the State of Minnesota, including Minnesota Statutes,
Sections 475.67 and the principal hereof and interest hereon are payable primarily from tax
increments resulting from increases in the taxable value of real property in certain tax increment
financing districts in the City 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
461355v1JSB BR291-356
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RESOLUTION NO. 2015-98
irrevocably pledged for payment of this Bond and the City Council has obligated itself to levy ad
valorem taxes on all taxable property in the City in the event of any deficiency in tax increments
pledged, which taxes may be levied without limitation 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.
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 home rule charter of the City and the Constitution and laws
of the State of Minnesota to be done, 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
as so required, and that the issuance of this Bond does not cause the indebtedness of the City to
exceed any constitutional, charter 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.
461355v1 JSB BR291-356
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RESOLUTION NO.2015-98
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:
CITY OF BROOKLYN CENTER,
MINNESOTA
(Facsimile) (Facsimile)
City Manager Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
U.S.BANK National Association
By
Authorized Representative
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 UNIF GIFT MIN ACT Custodian
in common (Gust) (Minor)
TEN ENT--as tenants under Uniform Gifts or
by entireties Transfers to Minors
Act. . . . . . . . . . .
JT TEN-- as joint tenants with
right of survivorship and
not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
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RESOLUTION NO.2015-98
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:
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
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RESOLUTION NO. 2015-98
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 of
Date of Registration Registered Owner Officer of Registrar
Cede&Co.
Federal ID#13-2555119
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