Loading...
HomeMy WebLinkAbout2016 11-14 CCP Regular Session Property Address Dwelling Type Renewal or Initial Owner Property Code Violations License Type Police CFS * Final License Type ** Previous License Type *** Unpaid Utilities Unpaid Taxes Rental Licenses for Council Approval on November 14, 2016 *** Initial licenses will not show a previous license type All properties are current on City utilities and property taxes CITY COUNCIL MEETING City of Brooklyn Center November 14, 2016 AGENDA 1. Informal Open Forum with City Council – 6:45 p.m. –provides an opportunity for the public to address the Council on items which are not on the agenda. Open Forum will be limited to 15 minutes, it is not televised, and it may not be used to make personal attacks, to air personality grievances, to make political endorsements, or for political campaign purposes. Council Members will not enter into a dialogue with citizens. Questions from the Council will be for clarification only. Open Forum will not be used as a time for problem solving or reacting to the comments made but, rather, for hearing the citizen for informational purposes only. 2. Invocation – 7 p.m. 3. Call to Order Regular Business Meeting –The City Council requests that attendees turn off cell phones and pagers during the meeting. A copy of the full City Council packet is available to the public. The packet ring binder is located at the front of the Council Chambers by the Secretary. 4. Roll Call 5. Pledge of Allegiance 6. Approval of Agenda and Consent Agenda –The following items are considered to be routine by the City Council and will be enacted by one motion. There will be no separate discussion of these items unless a Councilmember so requests, in which event the item will be removed from the consent agenda and considered at the end of Council Consideration Items. a. Approval of Minutes 1. October 17, 2016 – Joint Work Session with Financial Commission 2. October 24, 2016 – Study/Work Session 3. October 24, 2016 – Regular Session b. Licenses c. An Ordinance Amending Chapter 4 – Public Utility and Service Districts –Motion to approve first reading and set second reading and Public Hearing for December 12, 2016. d. Setting a Public Hearing on Proposed Utility Rates for 2017 e. Resolution Declaring a Public Nuisance and Ordering the Abatement of Nuisance and Hazardous Conditions at 3606 Urban Ave f. Resolution Authorizing an Interfund Loan From the Capital Improvement Fund to the NW Cable Communications Grant g. Resolution Approving Change Order No. 1, Improvement Project No. 2016-06, Freeway Boulevard Mill and Overlay (East of Xerxes) Street Improvements CITY COUNCIL AGENDA -2- November 14, 2016 h. Resolution Accepting Work Performed and Authorizing Final Payment, Project No. 2014-11, 2014 Capital Maintenance Building Project i. Resolution Amending the City Council Code of Policies; Adding to the City’s Special Assessment Policy Regarding Assessment Deferral Program j. Request by Gatlin Development to Withdraw Planning Commission Application No. 2016-009 – the PUD Amendment No. 8 to the 2011 Shingle Creek Crossing Planned Unit Development –Motion to accept withdrawal of said application. 7. Presentations/Proclamations/Recognitions/Donations –None. 8. Public Hearings –None. 9. Planning Commission Items –None. 10. Council Consideration Items a. Consideration of Type IV 6-Month Provisional Rental Licenses 1. 1307 65th Ave N 2. 6519 Beard Ave N 3. 5243 Ewing Ave N 4. 5510 France Ave N 5. 5448 Girard Ave N 6. 6812 Scott Ave N 7. Resolution Approving a Type IV 6-Month Provisional Rental License for 5301 Dupont Ave N 8. Resolution Approving a Type IV 6-Month Provisional Rental License for 5333 Dupont Ave N 9. Resolution Approving a Type IV 6-Month Provisional Rental License for 700-890 66th Ave N, Georgetown Park Townhouses Requested Council Action: –Mayor poll audience for applicants to address Council. –Receive staff report. –Motion to open hearing. –Receive testimony from applicants. –Motion to close hearing. –Take action on rental license applications and mitigation plans. CITY COUNCIL AGENDA -3- November 14, 2016 b. Resolution Awarding the Sale of $2,095,000 General Obligation Tax Increment Refunding Bonds, Series 2016B and $1,750,000 Taxable General Obligation Tax Increment Refunding Bonds, Series 2016C; Fixing Their Form and Specifications; Directing Their Execution and Delivery; and Providing for Their Payment Requested Council Action: –Motion to adopt resolution. 11. Council Report 12. Adjournment Property Address Dwelling Type Renewal or Initial Owner Property Code Violations License Type Police CFS * Final License Type ** Previous License Type *** Unpaid Utilities Unpaid Taxes 6919 France Ave N Single Family Initial Benjamin Hermantin 6 III N/A III OK OK 5302 Humboldt Ave N Single Family Initial Marc Silverstein 6 III N/A III OK OK 5500 Knox Ave N Single Family Initial Marc Silverstein 3 II N/A II OK OK 4419 Winchester La Single Family Initial Sara Corbin 0 II N/A II OK OK Twin Lake North Apts 4500 58th Ave N 46 Bldgs 276 Units Renewal TLN LA NEL 299 (1.1/Unit)II 30 (.11/Unit)II II OK OK 4819 Azelia Ave N 1 Bldg 12 Units Renewal Penelope Brown 12 (1/Unit)II 0 II II OK OK 3513 47th Ave N 1 Bldg 11 Units Renewal Richard Grommes 15 (1.4/Unit)II 0 II II OK OK 1007 65th Ave N Single Family Renewal John and Pam Deering 3 II 1 II II OK OK 5901 Aldrich Ave N Single Family Renewal RHA 3, LLC 4 II 0 II II OK OK 5501 Brooklyn Blvd Single Family Renewal Mains'l Properties 4 II 0 II I OK OK 6701 Bryant Ave N Single Family Renewal Invitation Homes (Missing 2 ARM meetings)4 II 0 III III OK OK 6125 Dupont Ave N Single Family Renewal Prosperous Property LLC 1 I 0 I II OK OK 6343 Dupont Ave N Single Family Renewal Daniel Allen Yesnes 0 I 0 I I OK OK 5228 Ewing Ave N Single Family Renewal Invitation Homes (Missing 2 ARM meetings and cpted follow-up)4 II 1 III III OK OK 5121 France Ave N Single Family Renewal Invitation Homes (Missing 2 ARM meetings and cpted follow-up)2 II 0 III III OK OK 6757 Humboldt Ave N Single Family Renewal Saleem Raza 4 II 0 II III OK OK 5701 James Ave N Single Family Renewal Roxann Robertson 4 II 0 II II OK OK 5836 James Ave N Single Family Renewal Mai Vang 6 III 0 III II OK OK 5813 June Ave N Single Family Renewal Lena Lim 8 III 0 III III OK OK 4201 Lakeside Ave, #117 Single Family Renewal Becca Jones 0 I 0 I I OK OK 4207 Lakeside Ave, #221 Single Family Renewal Susan Dau 4 II 0 II II OK OK 5332 Lilac Dr N Single Family Renewal Mark Lundberg 3 II 0 II IV OK OK 5929 Lyndale Ave N Single Family Renewal Jean Darnell 6 III 0 III II OK OK 4501 Winchester La Single Family Renewal Sandeep Dani 8 III 0 III II OK OK * CFS = Calls For Service for Renewal Licenses Only (Initial Licenses are not applicable to calls for service and will be listed N/A.) ** License Type Being Issued Type I = 3 Year Type II = 2 Year Type III = 1 Year Rental Licenses for Council Approval on November 14, 2016 Property Address Dwelling Type Renewal or Initial Owner Property Code Violations License Type Police CFS * Final License Type ** Previous License Type *** Unpaid Utilities Unpaid Taxes Rental Licenses for Council Approval on November 14, 2016 *** Initial licenses will not show a previous license type All properties are current on City utilities and property taxes Member introduced the following resolution, and moved its adoption: RESOLUTION NO. _______________ A RESOLUTION AWARDING THE SALE OF $2,075,000 GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES 2016B AND $1,725,000 TAXABLE GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES 2016C; 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) On December 12, 2012, the Economic Development Authority of the City of Brooklyn Center (the “EDA”) issued a pay-as-you-go Tax Increment Revenue Note (Shingle Creek Crossing Project), as amended and restated on March 10, 2015 by an Amended and Restated Tax Increment Revenue Note (Shingle Creek Crossing Project) (the “Note”), to Shingle Creek, LLC (the “Developer”) in the principal amount of $2,300,000 to reimburse the Developer for the costs of capital expenditures relating to costs in connection with the (i) acquisition of the real property; (ii) the demolition of portions of the existing Brookdale Mall and the “reskinning” of portions of the existing Brookdale Mall; (iii) asbestos removal; (iv) flood plain mitigation (including the partial day-lighting of Shingle Creek; and (v) the construction by the Developer of the certain streets and streetscaping (the “Project”). (b) The Note was issued pursuant to a Development Agreement between the EDA and the Developer, dated June 17, 2011, (as amended, the “Development Agreement”) within 3 years from when costs were incurred by the Developer, and therefore, meets the reimbursement period requirement under Section 1.150-2(d)(2) of the Income Tax Regulations promulgated by the Department of the Treasury. The Developer’s costs reimbursed with the proceeds of the Note were capital expenditures. (c) The Note is payable solely from Available Tax Increments (as defined in the Note). On the date of issuance of the Note, based on cash flow projections of Available Tax Increment, the EDA reasonably expected that the principal of and interest on the Note would be fully paid from tax increment revenues pledged to its repayment by the stated maturity date of February 1, 2028 with payments of principal and interest made semiannually on each August 1 and February 1, commencing August 1, 2014. RESOLUTION NO. _______________ (d) On the date of issuance of the Note, the EDA intended that the Note be issued as debt of the EDA pursuant to Minnesota Statutes, Section 469.178 to finance capital expenditures incurred by the Developer. (e) On the date of issuance of the Note, the Developer and the EDA intended that the land upon which the Project was constructed (the “Development Property”) would be owned by, or sold by the Developer to, multiple taxpayers unrelated to the Developer. As of the date hereof, parcels representing approximately 49.54% of the current tax capacity of the Development Property are owned by parties unrelated to the Developer. (f) Pursuant to the Development Agreement the Developer has rights to enforce the payment of the Note in accordance with its terms in an event of default by the EDA. (g) To finance the Project, the Developer assigned its rights under the Development Agreement and interests in the Note as collateral to obtain a loan from Ladder Capital Finance, LLC, a Delaware limited liability company, which was subsequently refinanced with a loan from Orix Public Finance, LLC, a Delaware limited liability company (“Lender”). Payments on the Note by the EDA are made directly to the Lender. (h) the City is authorized by Minnesota Statutes, Chapter 475 and Sections 469.174 through 469.1794 (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; (i) it is necessary and desirable to reduce debt service costs that the City issue its $2,075,000 General Obligation Tax Increment Refunding Bonds, Series 2016B (the “Series B Bonds”) to refund the Note and its $1,725,000 Taxable General Obligation Tax Increment Refunding Bonds, Series 2016C (the “Series C Bonds” and, together with the Series B Bonds, the “Bonds”) to refund a portion of the EDA’s internal loan from the TIF District No. 2 account which financed certain costs incurred by the Developer (the “Refunded Obligations”). 1.02. Award to the Purchaser and Interest Rates. (a) the proposal of FTN Financial Capital Markets in Memphis, Tennessee (the “Series B Purchaser”) to purchase the Series B Bonds is hereby found and determined to be a reasonable offer and is hereby accepted, the proposal being to purchase the Series B Bonds at a price of $2,076,389.45, for Series B Bonds bearing interest as follows: RESOLUTION NO. _______________ Year Interest Rate Year Interest Rate 2024 2.00% 2027 2.25% 2025 2.00% 2028 2.50% 2026 2.25% 2029 2.50% (b) the proposal of Piper Jaffray & Company in Chicago, Illinois (the “Series C Purchaser” and, together with the Series B Purchaser, the “Purchasers”) to purchase the Series C Bonds is hereby found and determined to be a reasonable offer and is hereby accepted, the proposal being to purchase the Series C Bonds at a price of $1,728,887.48, for Series C Bonds bearing interest as follows: Year Interest Rate Year Interest Rate 2018 2.00% 2021 2.00% 2019 2.00% 2022 2.15% 2020 2.00% 2023 2.30% 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 Obligations, 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 Purchasers 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 contracts with the Purchasers, as needed, on behalf of the City. 1.04. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell the Series B Bonds pursuant to the Act in the total principal amount of $2,075,000, and the Series C Bonds pursuant to the Act in the total principal amount of $1,725,000, originally dated the date of original issue, 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 in the years and amounts as follows: Series B Bonds Year Amount Year Amount 2024 $330,000 2027 $350,000 2025 335,000 2028 355,000 2026 340,000 2029 365,000 RESOLUTION NO. _______________ Series C Bonds Year Amount Year Amount 2018 $270,000 2021 $290,000 2019 280,000 2022 295,000 2020 285,000 2023 305,000 1.05. Optional Redemption – Series B Bonds. The City may elect on February 1, 2026 and on any day thereafter to repay the Series B Bonds due on or after February 1, 2027 Redemption may be in whole or in part and if in part, at the option of the City an 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 8 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 interest in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. The Series 2016C Bonds will not be subject to payment in advance of their respective stated maturity dates. 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, 2017, to the registered owners of record thereof as of the close of business on the 15th 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 registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. RESOLUTION NO. _______________ (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. (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 RESOLUTION NO. _______________ 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. (i) Redemption. In the event any of the Series B Bonds are called for redemption, notice thereof identifying the Series B Bonds to be redeemed will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) to the registered owner of each Series B 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 Series B Bonds. Series B 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. 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. 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 RESOLUTION NO. _______________ 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 EXHIBIT B-1 and EXHIBIT B-2 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. Forms of Bond. 3.01. Form of Bond. The Bonds will be printed or typewritten in substantially the forms as attached hereto as EXHIBIT B-1 and EXHIBIT B-2. 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 General Obligation Tax Increment Refunding Bonds (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. The term “Available Tax Increments” means tax increments derived from Tax Increment Financing District No. 5 (“TIF District”) which are not otherwise pledged to other obligations of the TIF District in an amount equal to 105% of the debt service on the Bonds. 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. 4.02 Refunding Fund. The proceeds of the Bonds, less the appropriations made in Section 4.01 hereof, will be deposited in a separate fund (the “Refunding Fund”) to be used solely to redeem and prepay the Refunded Obligations. Any balance remaining in the Refunding Fund after the redemption of the Refunded Obligations shall be deposited in the Debt Service Fund herein. RESOLUTION NO. _______________ 4.03. Debt Coverage on the Bonds. It is determined that estimated collections of Pledged Tax Increments 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 and that no tax levy is needed at this time. 4.03. 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. 4.04. 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 Obligations. 5.01. Reduction of Debt Service Cost. It is hereby found and determined that based upon information presently available from the City’s municipal advisor, the issuance of the Bonds is consistent with covenants made with the holders thereof and is necessary and desirable for the reduction of debt service cost to the City. 5.02. Debt Coverage on the Refunded Obligations. It is hereby found and determined that the proceeds of the Bonds, along with funds on hand at the City, will be sufficient to prepay all of the principal of and interest on the Refunded Obligations. 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. 6.03 Other Certificates. The Mayor, City Manager, and Finance Director are hereby authorized and directed to furnish to the Purchaser at the closing such certificates as are required RESOLUTION NO. _______________ 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 the Mayor, City Manager, and Finance Director 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. Section 7. Tax Covenants – Series B Bonds. 7.01 Tax-Exempt Bonds. The City covenants and agrees with the holders from time to time of the Series B 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 Series B 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 Series B Bonds. 7.02 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 Series B 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 Series B Bonds, and the rebate of excess investment earnings to the United States. 7.03 Not Private Activity Bonds. The City further covenants not to use the proceeds of the Series B Bonds or the projects financed or refinanced by the Series B Bonds, or to cause or permit them or any of them to be used, in such a manner as to cause the Series B Bonds to be “private activity bonds” within the meaning of Sections 103 and 141 through 150 of the Code. 7.04 Qualified Tax Exempt Obligations. In order to qualify the Series B 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 Series B Bonds are not “private activity bonds” as defined in Section 141 of the Code; (b) the City designates the Series B 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 2016 will not exceed $10,000,000; and (d) not more than $10,000,000 of obligations issued by the City during calendar year 2016 have been designated for purposes of Section 265(b)(3) of the Code. RESOLUTION NO. _______________ 7.05. 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 8. Book-Entry System; Limited Obligation of City. 8.01. 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. 8.02. 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 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. 8.03. 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 RESOLUTION NO. _______________ 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. 8.04. 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. 8.05. 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 9. Continuing Disclosure. 9.01. 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. 9.02. 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 10. Execution of Pledge Agreement. The Mayor and Manager are hereby authorized to execute the Tax Increment Pledge Agreement in substantially the form presented to the City Council. Section 11. 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 RESOLUTION NO. _______________ 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. November 14, 2016 Date Mayor ATTEST: City Clerk The motion for the adoption of the foregoing resolution was duly seconded by member and upon vote being taken thereon, the following voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted. RESOLUTION NO. _______________ 488435v4 JSB BR291-366 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 November 14, 2016 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 the $2,075,000 General Obligation Tax Increment Refunding Bonds, Series 2016B and the $1,725,000 Taxable General Obligation Tax Increment Refunding Bonds, Series 2016C of the City. WITNESS My hand officially as such City Clerk and the corporate seal of the City this ______ day of _______, 2016. City Clerk Brooklyn Center, Minnesota (SEAL) RESOLUTION NO. _______________ 488435v4 JSB BR291-366 STATE OF MINNESOTA COUNTY AUDITOR’S CERTIFICATE AS TO COUNTY OF HENNEPIN REGISTRATION WHERE NO AD VALOREM TAX LEVY AND FILING OF TAX INCREMENT PLEDGE AGREEMENT I, the undersigned County Auditor of Hennepin County, Minnesota, hereby certify that a resolution adopted by the City Council of the City of Brooklyn Center, Minnesota, on November 14, 2016, relating to the $2,075,000 General Obligation Tax Increment Refunding Bonds, Series 2016B and the $1,725,000 Taxable General Obligation Tax Increment Refunding Bonds, Series 2016C, dated the date of issue, together with the Tax Increment Pledge Agreement between the City of Brooklyn Center and the Economic Development Authority of Brooklyn Center, Minnesota, dated the date of issue, has been filed in my office and said obligations have been registered on the register of obligations in my office. WITNESS My hand and official seal this ____ day of ______, 2016. County Auditor Hennepin County, Minnesota (SEAL) Deputy RESOLUTION NO. _______________ A-1 EXHIBIT A-1 PROPOSALS RESOLUTION NO. _______________ A-2 EXHIBIT A-2 PROPOSALS RESOLUTION NO. _______________ B-1-1 EXHIBIT B-1 FORM OF BOND No. R-___ UNITED STATES OF AMERICA $___________ STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF BROOKLYN CENTER GENERAL OBLIGATION TAX INCREMENT REFUNDING BOND, SERIES 2016B Rate Maturity Date of Original Issue CUSIP February 1, 20__ December 8, 2016 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 August 1, 2017, 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. The City may elect on February 1, 2026, and on any day thereafter to prepay Bonds due on or after February 1, 2027. 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 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. This Bond is one of an issue in the aggregate principal amount of $2,075,000 all of like original issue date and tenor, except as to number, maturity date, and interest rate, all issued RESOLUTION NO. _______________ B-1-2 pursuant to a resolution adopted by the City Council on November 14, 2016 (the “Resolution”), for the purpose of providing money to refund the Amended and Restated Tax Increment Revenue Note (Shingle Creek Crossing Project) (the “Note”) issued by the Economic Development Authority of Brooklyn Center, Minnesota (the “EDA”) to Shingle Creek, LLC (the “Developer”) of the City, pursuant to and in full conformity with 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 from the EDA’s TIF District No. 5 in the City, and taxes pledged on all taxable property 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 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 Council has designated the issue of Bonds of which this Bond forms a part 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. 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, 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 or statutory limitation of indebtedness. RESOLUTION NO. _______________ B-1-3 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: 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 (Cust) (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. RESOLUTION NO. _______________ B-1-4 ________________________________________ 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 RESOLUTION NO. _______________ B-1-5 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 Officer of Registrar Cede & Co. Federal ID #13-2555119 RESOLUTION NO. _______________ B-2-1 EXHIBIT B-2 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 2016C Rate Maturity Date of Original Issue CUSIP February 1, 20__ December 8, 2016 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, without option of prior payment, with interest thereon from the date hereof at the annual rate specified above, payable February 1 and August 1 in each year, commencing August 1, 2017, 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 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 $1,725,000 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 November 14, 2016 (the “Resolution”), for the purpose of providing money to refund a portion of internal loan from the TIF District No. 2 account of the Economic Development Authority of Brooklyn Center, Minnesota (the “EDA”) which financed certain costs incurred by Shingle Creek, LLC (the “Developer”), pursuant to and in full conformity with 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 from the EDA’s TIF District No. 5 in the City, and taxes pledged on all taxable RESOLUTION NO. _______________ B-2-2 property 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 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. RESOLUTION NO. _______________ B-2-3 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 (Cust) (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. ________________________________________ RESOLUTION NO. _______________ B-2-4 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 RESOLUTION NO. _______________ B-2-5 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 Officer of Registrar Cede & Co. Federal ID #13-2555119