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HomeMy WebLinkAbout2017-074 CCRMember Dan Ryan and moved its adoption: introduced the following resolution RESOLUTION NO. 2017-73 RESOLUTION AWARDING THE SALE OF $8,360,000 GENERAL OBLIGATION IMPROVEMENT AND UTILITY REVENUE BONDS, SERIES 2017A 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") in regular meeting assembled as follows: Section 1. Background. 1.01 The City is authorized by Minnesota Statutes, Chapters 429 (the "Improvement Act") to provide financing for various public street improvements in the City (the "Improvements"). 1.02 The City is authorized by Minnesota Statutes, Section 444.075 and Minnesota Statutes, Chapter 475, as amended (the "Utility Act"), to finance sanitary sewer, storm drainage and water systems improvements of the City (the "Utility Improvements") by the issuance of general obligation bonds of the City payable from the net revenues of the sanitary sewer, storm drainage and water utility systems of the City. 1.03 The City is authorized by Minnesota Statutes, Section 475.60, subdivision 2(9) to negotiate the sale of the Bonds, it being determined that the City has retained an independent financial advisor in connection with such sale. The actions of the City staff and the City's financial advisor in negotiating the sale of the Bonds are ratified and confirmed in all aspects. Section 2. Sale of Bonds. 2.01 It is hereby determined that it is necessary to provide financing for the Improvements and the Utility Improvements and to finance those improvements through the issuance of the City's $8,360,000 General Obligation Improvement and Utility Revenue Bonds, Series 2017A (the "Bonds"). 2.02. Acceptance of Offer. The proposal of Stifel, Nicolaus & Co., Inc. in Birmingham, Alabama (the "Purchaser") to purchase the Bonds is hereby found and determined to be a reasonable offer and is hereby accepted, the proposal being to purchase the Bonds at a price of $8,755,087.93, for Bonds bearing interest as follows: RESOLUTION NO. 2017-73 Year of Maturity Interest Rate Year of Maturity Interest Rate 2019 3.00% 2024 3.00% 2020 3.00 2025 3.00 2021 3.00 2026 3.00 2022 3.00 2027 2.25 2023 3.00 2028 2.375 As may be requested by the Purchaser, one or more term Bonds may be issued having mandatory sinking fund redemption and final maturity amounts conforming to the foregoing principal repayment schedule, and corresponding additions may be made to the provisions of the applicable Bond(s). 2.03. Purchase Contract. Any original issue premium and any rounding amount shall be credited to the Debt Service Fund hereinafter created, or deposited in the accounts in the Construction Fund hereinafter created, as determined by the City's municipal advisor and the City Finance Director. The City Finance Director is directed to retain the good faith check of the Purchaser, pending completion of the sale of the Bonds, and to return the good faith checks of the unsuccessful proposers. The Mayor and City Manager are authorized to execute a contract with the Purchaser on behalf of the City. 2.04. Terms of Bonds. The City will forthwith issue and sell the Bonds pursuant to Minnesota Statutes, Chapters 429, 444 and 475 (together, the "Act"), in the total principal amount of $8,360,000, originally dated the date of delivery, the Bonds being in fully registered form and issued in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-1 and upward, bearing interest as above set forth, and maturing serially on February 1 in the years and amounts as follows: Year Amount Year Amount 2019 $755,000 2024 $845,000 2020 765,000 2025 870,000 2021 780,000 2026 890,000 2022 805,000 2027 905,000 2023 820,000 2028 925,000 RESOLUTION NO. 2017-73 $3,735,000 of the Bonds (the "Improvement Bonds") maturing in the amounts and on the dates set forth below are being issued to finance the cost of the Improvements: Year Amount Year Amount 2019 $350,000 2024 $375,000 2020 350,000 2025 385,000 2021 355,000 2026 390,000 2022 365,000 2027 395,000 2023 370,000 2028 400,000 $4,625,000 of the Bonds (the "Utility Improvement Bonds") maturing in the amounts and on the dates set forth below are being issued to finance the cost of the Utility Improvements: Year Amount Year Amount 2019 $405,000 2024 $470,000 2020 415,000 2025 485,000 2021 425,000 2026 500,000 2022 440,000 2027 510,000 2023 450,000 2028 525,000 2.05. Optional Redemption. The City may elect on February 1, 2026, and on any day thereafter to prepay Bonds maturing 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 (as defined in Section 7 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. Section 3. Form, Registration. 3.01. Registered Form. The Bonds will be issued only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof is payable by check or draft issued by the Registrar described herein. 3.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest payment date preceding the date of authentication to which interest on the Bond has been paid or made available for payment, unless (i) the date of authentication is an interest payment date to which interest has been paid or made available for payment, in which case the Bond will be dated 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 RESOLUTION NO. 2017-73 February 1, 2018, 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 that day is a business day. 3.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of the City and the Registrar with respect thereto are as follows: (a) Re ig_ster. The Registrar will keep at its principal corporate trust office a bond register in which the Registrar provides for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the 15t" day of the month preceding each interest payment date and until that interest payment date. (c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered owner for exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. All Bonds surrendered upon a 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 any Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until the Registrar is satisfied that the endorsement on such 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 any Bond is at any time registered in the bond register as the absolute owner of such Bond, whether such Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond and for all other purposes, and all such payments so made to any such 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 to be paid. (g) Taxes Fees and Charf4es. The Registrar may impose a charge upon the owner thereof for every transfer or exchange of Bonds, sufficient to reimburse the RESOLUTION NO. 2017-73 Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. (h) Mutilated Lost Stolen or Destroyed Bonds. In case any 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 any such mutilated Bond or in lieu of and in substitution for any such 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 such Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it and as provided by law, in which both the City and the Registrar will be named as obligees. All Bonds so surrendered to the Registrar will be cancelled by it 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 will not be necessary to issue a new Bond prior to payment. (i) Redemption. In the event any of the Bonds are called for redemption, notice thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) to the registered owner of each Bond to be redeemed at the address shown on the registration books kept by the Registrar and by publishing the notice if required by law. Failure to give notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of the proceedings for the redemption of Bonds. Bonds so called for redemption will cease to bear interest after the specified redemption date, provided that the funds for the redemption are on deposit with the place of payment at that time. 3.04. Appointment of Initial Re isg tray. 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. 3.05. Execution Authentication and Delivery. The Bonds will be prepared under the direction of the City Finance Director and will be executed on behalf of the City by the signatures of the Mayor and the City Manager, provided that all signatures may be printed, engraved or lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose signature appears on the Bonds will cease to be such officer before the delivery of any RESOLUTION NO. 2017-73 Bond, that signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. Notwithstanding such execution, no Bond will 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 a 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 each Bond will be conclusive evidence that it has been authenticated and delivered under this Resolution. When the Bonds have been so prepared, executed and authenticated, the City Finance Director will deliver the same to the Purchaser thereof upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser will not be obligated to see to the application of the purchase price. 3.06. 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 attached hereto 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. 3.07. Form of Bonds. The Bonds will be printed or typewritten in substantially the form set forth in Exhibit B attached hereto. 3.08. Approving _Le ag 1 Opinion. The City Finance Director will obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which will be complete except as to dating thereof and will cause the opinion to be printed on or accompany each Bond. Section 4. Funds and Accounts; Security; Payment. 4.01. Debt Service Fund. The Bonds will be payable from the General Obligation Improvement and Utility Revenue Bonds, Series 2017A Debt Service Fund (the "Debt Service Fund") hereby created. The Debt Service Fund shall be administered and maintained by the Finance Director as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. The City will maintain the following accounts in the Debt Service Fund: the "Assessable Improvements Account' and the "Utility Improvements Account." Amounts in the Assessable Improvements Account are irrevocably pledged to the Improvement Bonds and amounts in the Utility Improvements Account are irrevocably pledged to the Utility Improvement Bonds. (a) Assessable Improvements Account. The Finance Director shall timely deposit in the Assessable Improvements Account of the Debt Service Fund hereby created, general taxes hereafter levied (the "Taxes") and allocated to the payment of debt service on the Improvement Bonds, which are pledged to the Assessable Improvements Account. There is also appropriated to the Assessable Improvements Account (i) a pro rata portion any amount over the minimum purchase price paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 2.03 hereof, (ii) RESOLUTION NO. 2017-73 a pro rata share of the accrued interest on the Bonds; (iii) all investment earnings on funds in the Assessable Improvements Account; and (iv) any and all other moneys which are properly available and are appropriated by the City Council to the Assessable Improvements Account. (b) Utility Improvements Account. The City will continue to maintain and operate its sanitary sewer, stone drainage and water utility fund or fiends, to which will be credited all gross revenues of the sanitary sewer, storm drainage and water utility systems (the "Utility Systems"), and out of which will be paid all normal and reasonable expenses of current operations of such systems. Any balances therein are deemed net revenues (the "Net Revenues") and will be transferred, from time to time, to the Utility Improvement Account of the Debt Service Fund, which Utility Improvements Account will be used only to pay principal of and interest on the Utility Improvement Bonds, and any other bonds similarly authorized. There will always be retained in the Utility Improvements Account a sufficient amount to pay principal of and interest on all of the Utility Improvement Bonds, and the Finance Director must report any current or anticipated deficiency in the Utility Improvements Account to the City Council. If a payment of principal or interest on the Utility Improvement Bonds becomes due when there is not sufficient money in the Utility Improvements Account in the Debt Service Fund to pay the same, the City Finance Director is directed to pay such principal or interest from the general fund of the City, and the general fund will be reimbursed for the advances out of the proceeds of net revenues of the Sanitary Sewer, Storm Drainage and Water Utility Fund and taxes when collected. There is also appropriated to the Utility Improvements Account (i) a pro rata portion of any amount over the minimum purchase price paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 2.03 hereof; (ii) a pro rata share of the accrued interest on the Bonds; (iii) all investment earnings on funds in the Utility Improvements Account; and (iv) any and all other moneys which are properly available and are appropriated by the City Council to the Utility Improvements Account. 4.02. Construction Fund. The City hereby creates the General Obligation Improvement and Utility Revenue Bonds, Series 2017A Construction Fund (the "Construction Fund") to be administered and maintained by the Finance Director as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. The City will maintain the following accounts in the Construction Fund: the "Assessable Improvements Account" and the "Utility Improvements Account." Amounts in the Assessable Improvements Account will be used to construct the Improvements and amounts in the Utility Improvements Account will be used to construct the Utility Improvements. (a) Assessable Improvements Account. Proceeds of the Improvement Bonds, less the appropriations made in Section 4.01(a) hereof, together with any other fiends appropriated for the Improvements and the special assessments levied against the property specially benefited by the Improvements (the "Assessments") and Taxes collected during the construction of the Assessable Improvements, will be deposited in the Assessable Improvements Account of the Construction Fund to be used solely to defray expenses of the Improvements and the payment of principal of and interest on the Improvement Bonds prior to the completion and payment of all costs of the Improvements. Any balance remaining in RESOLUTION NO. 2017-73 the Assessable Improvements Account after completion of the Improvements may be used to pay the cost in whole or in part of any other improvement instituted under the Improvement Act, under the direction of the City Council. When the Improvements are completed and the cost thereof paid, the Assessable Improvements Account of the Construction Fund is to be closed and any subsequent collections of the Assessments for the Improvements are to be deposited in the Assessable Improvements Account of the Debt Service Fund. (b) Utility Improvements Account. Proceeds of the Utility Improvements Bonds, less the appropriations made in Section 4.01(b) hereof, will be deposited in the Utility Improvements Account of the Construction Fund to be used solely to defray expenses of the Utility Improvements. When the Utility Improvements are completed and the cost thereof paid, the Utility Improvements Account of the Construction Fund is to be closed and any funds remaining may be deposited in the Utility Improvements Account of the Debt Service Fund. 4.03. Tax Levy. (a) For the purpose of paying the principal of and interest on the Improvement Bonds, there is hereby levied a direct annual irrepealable ad valorem tax upon all of the taxable property in the City, which will be spread upon the tax rolls and collected with and as part of other general taxes of the City. Such tax will be credited to the Assessable Improvements Account of the Debt Service Fund above provided and will be in the years and amounts as follows (year stated being year of levy for collection the following year): Year Leyy (See Exhibit C) The tax levy herein provided will be irrepealable until all of the Improvement Bonds are paid, provided that the City Finance Director may annually, at the time the City makes its tax levies, certify to the County Auditor the amount available in the Assessable Improvements Account of the Debt Service Fund to pay principal and interest due during the ensuing year on the Improvement Bonds, and the County Auditor will thereupon reduce the levy collectible during such year by the amount so certified. 4.04. City Covenants with Respect to the Improvement Bonds. It is hereby determined that the Improvements will directly and indirectly benefit abutting property, and the City hereby covenants with the holders from time to time of the Bonds as follows: (a) The City has caused or will cause the Assessments for the Improvements to be promptly levied so that the first installment will be collectible not later than 2018 and will take all steps necessary to assure prompt collection, and the levy of the Assessments is hereby authorized. The City Council will cause to be taken with due diligence all further actions that are required for the construction of each Improvement financed wholly or partly from the proceeds of the Bonds, and will take all further actions necessary for the final and RESOLUTION NO. 2017-73 valid levy of the Assessments and the appropriation of any other funds needed to pay the Improvement Bonds and interest thereon when due. (b) In the event of any current or anticipated deficiency in Assessments and Taxes, the City Council will levy ad valorem taxes in the amount of the current or anticipated deficiency. (c) The City will keep complete and accurate books and records showing: receipts and disbursements in connection with the Improvements, Assessments and Taxes levied therefor and other fiends appropriated for their payment, collections thereof and disbursements therefrom, monies on hand and, the balance of unpaid Assessments. (d) The City will cause its books and records to be audited at least annually and will furnish copies of such audit reports to any interested person upon request. (e) At least 20% of the cost to the City of the Improvements described herein has been or will be specially assessed against benefited properties. 4.05 City Covenants with Respect to the Utility Improvement Bonds. The City Council covenants and agrees with the holders of the Bonds that so long as any of the Utility Improvement Bonds remain outstanding and unpaid, it will keep and enforce the following covenants and agreements: (a) The City will continue to maintain and efficiently operate the Utility Systems as public utilities and conveniences free from competition of other like municipal utilities and will cause all revenues therefrom to be deposited in bank accounts and credited to the accounts of the Utility Systems as hereinabove provided, and will make no expenditures from those accounts except for a duly authorized purpose and in accordance with this resolution. (b) The City will also maintain the Debt Service Fund as a separate account in the Utility Improvements Account and will cause money to be credited thereto from time to time, out of Net Revenues from the Utility Systems in sums sufficient to pay principal of and interest on the Utility Improvements Bonds when due. (c) The City will keep and maintain proper and adequate books of records and accounts separate from all other records of the City in which will be complete and correct entries as to all transactions relating to the Utility Systems and which will be open to inspection and copying by any bondholder, or the bondholder's agent or attorney, at any reasonable time, and it will furnish certified transcripts therefrom upon request and upon payment of a reasonable fee therefor, and said account will be audited at least annually by a qualified public accountant and statements of such audit and report will be furnished to all bondholders upon request. (d) The City Council will cause persons handling revenues of the Utility Systems to be bonded in reasonable amounts for the protection of the City and the bondholders and will cause the funds collected on account of the operations of the Utility RESOLUTION NO. 2017-73 Systems to be deposited in a bank whose deposits are guaranteed under the Federal Deposit Insurance Law. (e) The Council will keep the Utility Systems insured at all times against loss by fire, tornado and other risks customarily insured against with an insurer or insurers in good standing, in such amounts as are customary for like plants, to protect the holders, from time to time, of the Utility Improvement Bonds and the City from any loss due to any such casualty and will apply the proceeds of such insurance to make good any such loss. (f) The City and each and all of its officers will punctually perform all duties with reference to the Utility Systems as required by law. (g) The City will impose and collect charges of the nature authorized by Minnesota Statutes, Section 444.075 at the times and in the amounts required to produce Net Revenues adequate to pay all principal and interest when due on the Utility Improvement Bonds and to create and maintain such reserves securing said payments as may be provided in this resolution. (h) The City Council will levy general ad valorem taxes on all taxable property in the City, when required to meet any deficiency in pledged Net Revenues. (i) The City hereby determines that the estimated collection of net revenues herein pledged for the payment of principal and interest on the Utility Improvement Bonds will produce at least 5% in excess of the amount needed to meet, when due, the principal and interest payments on such portion of the Bonds. 4.06 Registration of Resolution. The City Clerk is directed to file a certified copy of this resolution with the Auditor of Hennepin County and to obtain the certificate required by Section 475.63 of the Act. 4.07. Debt Service Coverage. It is hereby determined that the estimated collection of the foregoing Taxes and Assessments will produce at least 5% in excess of the amount needed to pay when due, the principal and interest payments on the Improvement Bonds and the Net Revenues herein pledged will produce at least 5% in excess of the amount needed to pay when due the principal and interest payments on the Utility Improvement Bonds. 4.08. General Obligation Pledge. For the prompt and full payment of the principal of and interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City will be and are hereby irrevocably pledged. If the balance in the Debt Service Fund is ever insufficient to pay all principal and interest then due on the Bonds and any other bonds payable therefrom, the deficiency will be promptly paid out of monies in the general fund of the City which are available for such purpose, and such general fund may be reimbursed with or without interest from the Debt Service Fund when a sufficient balance is available therein. RESOLUTION NO. 2017-73 Section 5. Authentication of Transcript. 5.01. City Proceedings and Records. The officers of the City are hereby 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, will be deemed representations of the City as to the facts stated therein. 5.02. Certification 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, as of the date thereof, a complete and accurate representation of the facts and representations made therein as it relates to the City. Section 6. Tax Covenant. 6.01 Tax -Exempt Bonds. The City covenants and agrees with the holders from time to time of the Bonds that it will not take or permit to be taken by any of its officers, employees, or agents any action which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder, in effect at the time of such actions, and that it will take or cause its officers, employees or agents to take, all affirmative action within its power that may be necessary to ensure that such interest will not become subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Bonds. To that end, the City will comply with all requirements necessary under the Code to establish and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the Code, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Bonds. 6.02. Rebate. The City will comply with requirements necessary under the Code to establish and maintain the exclusion from gross income of the interest on the Bond under Section 103 of the Code, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess investment earnings to the United States unless the Bonds qualify for an exception to the rebate requirement under the Code and related Treasury Regulations. 6.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of the bonds or to cause or permit them or any of them to be used, in such a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. RESOLUTION NO. 2017-73 6.04. Qualified Tax -Exempt Obligations. In order to qualify the Bonds as "qualified tax- exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City makes the following factual statements and representations: (a) the Bonds are not "private activity bonds" as defined in Section 141 of the Code; (b) the City hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code; (c) the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds, that are not qualified 501(c)(3) bonds) which will be issued by the City (and all subordinate entities of the City) during calendar year 2017 will not exceed $10,000,000; and (d) not more than $10,000,000 of obligations issued by the City during calendar year 2017 have been designated for purposes of Section 265(b)(3) of the Code. 6.05. Reimbursement of Expenditures. The City reasonably expects to reimburse the expenditures made for certain costs of the Improvements and the Utility Improvements from the proceeds of Bonds in a principal amount not to exceed $8,360,000. All reimbursed expenditures related to the Improvements and the Utility Improvements will be capital expenditures, costs of issuance of the Bonds or other expenditures eligible for reimbursement under Section 1.150- 2(d)(3) of the Reimbursement Regulations. This declaration, or a similar declaration, has been made not later than 60 days after payment of any original expenditure to be subject to a reimbursement allocation with respect to the proceeds of the Bonds, except for the following expenditures: (a) costs of issuance of the Bonds; (b) costs in an amount not in excess of the lesser of $100,000 or 5% of the proceeds of the Bonds; or (c) "preliminary expenditures" up to an amount not in excess of 20% of the aggregate issue price of the Bonds that are reasonably expected by the City to finance the Improvements and the Utility Improvements. The term "preliminary expenditures" includes architectural, engineering, surveying, soil testing, bond issuance and similar costs that are incurred prior to commencement of acquisition, construction, or rehabilitation of the Improvements and the Utility Improvements, excluding land acquisition, site preparation, and similar costs incident to commencement of construction 6.06. Procedural Requirements. The City will use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designations made by this section. Section 7. Boole -Entry System-, Limited Obligation of City. 7.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or printed fully registered Bond for each of the maturities set forth in Section 2.04 hereof. Upon initial issuance, the ownership of each Bond will be registered in the registration books kept by the Bond 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, RESOLUTION NO. 2017-73 all of the outstanding Bonds will be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as nominee of DTC. 7.02. Participants. With respect to Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent will have no responsibility or obligation to any broker dealers, banks and other financial institutions from time to time for which DTC holds Bonds as securities depository (the "Participants") or to any other person on behalf of which a Participant holds an interest in the Bonds, including but not limited to any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any other person (other than a registered owner of Bonds, as shown by the registration books kept by the Registrar,) of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other person, other than a registered owner of Bonds, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The City, the Registrar and the Paying Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal, premium and interest with respect to such Bond, for the purpose of registering transfers with respect to such 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 fiilly 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 Bond 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 stem. 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 RESOLUTION NO. 2017-73 notice to the City and discharging its responsibilities with respect thereto under applicable law. In such event, if no successor securities depository is appointed, the City will issue and the Registrar will authenticate Bond certificates in accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method of payment thereof. 7.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with respect to principal of, premium, if any, and interest on the Bond and all notices with respect to the Bond will be made and given, respectively in the manner provided in DTC's Operational Arrangements, as set forth in the Representation Letter. Section 8. Continuing Disclosure. 8.01. City Compliance with Provisions of Continuing Disclosure Certificate. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure of the City to comply with the Continuing Disclosure Certificate is not 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 (or all of either the Improvement Bonds or Utility Improvement Bonds portion thereof) and all interest thereon have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution (with respect to the Improvement Bonds or Utility Improvement Bonds portion of the Bonds, as the case may be) to holders of the Bonds will cease, except that the pledge of the full faith and credit of the City for the prompt and full payment of the principal of and interest on the Bonds will remain in full force and effect. The City may discharge all Bonds (or all of either the Improvement Bonds or Utility Improvement Bonds portion thereof) which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full. If any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. RESOLUTION NO. 2017-73 May 8 2017 Date ATTEST: City Clerk • Lam/ Mayor The motion for the adoption of the foregoing resolution was duly seconded by member Marquita Butler and upon vote being taken thereon, the following voted in favor thereof: Tim Willson, Marquita Butler, April Graves, Kris Lawrence -Anderson, Dan Ryan and the following voted against the same: whereupon said resolution was declared duly passed and adopted. RESOLUTION NO. 2017-73 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, Minnesota, do hereby certify that I have carefully compared the attached and foregoing extract of minutes of a regular meeting of the City Council held on Monday, May 8, 2017, with the original thereof on file in my office 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 $8,360,000 General Obligation Improvement and Utility Revenue Bonds, Series 2017A of the City. WITNESS My hand officially as such City Clerk and the corporate seal of the City this day of May, 2017. City Clerk City of Brooklyn Center, Minnesota EXHIBIT A PROPOSALS Springsted $tingsted Incottrorated 380 Jackson Rrreet, We 300 Saint Paul, MN 55101-2887 Tel: 651-223-3000 Fax: 651-223-3002 Emil: adusors@spingsted.corn mviv.spri ng ste d.corn $8,830,00001 CITY OF BROOKLYN CENTER, MINNESOTA GENERAL OBLIGATION IMPROVEMENTAND UTILITY REVENUE BONDS, SERIES2017A (BOOK ENTRY ONLY) AWARD: STIFEL, NICOLAUS & COMPANY, INCORPORATED SUNTRUST ROBINSON HUMPHREY, INC. BOK FINANCIAL SAL E: May 8, 2017 S&P Rating: AA Interest Net Interest True Interest Bidder Rates Price Cost Rate STIFEL, NICOLAUS & COMPANY, 3.00% 2019-2026 $9,248,476.50(b) $1,111,098.14(b) 1.9527%tb1 INCORPORATED 2.25% 2027 BOK FINANCIAL 2.375% 2028 SUNTRUST ROBINSON HUMPHREY, INC. JANN EY MO NTG OMER Y SC OTT LLC 4.00% 2019-2025 $9,621,656.55 $1,151,884.84 1.9751% 3.00% 2026-2028 PIPER JAFFRAY & CO. 3.00% 2019-2026 $9,247,942.15 $1,124,209.52 1.9752% 2.25% 2027 2.50% 2028 WELLS FARGO BANK, 2.00% 2019-2020 $9,178,651.80 $1,121,189.94 1.9782% NATIONAL ASSOCIATION 3.00% 2021-2026 2.125% 2027 2.26% 2028 071 SvNegrent to kid opening, the issue sig ci9creasedfrom $8,830,000 to$8,360,000. fW Sub egt.9nt to hri cpenhxa, thepri=e, net ti)terest cost andtwe Werest rate have cltangedto$8,755,087.93, $9,068,800.63, and 9.960945, respectivey. Public Sector Advisors Ew RESOLUTION NO. 2017-73 Interest Net Interest True Interest Bidder Rates Price Cost Rate ROBERT W. BAIRD & COMPANY, 3.00% 2019-2028 $9,320,892.70 $1,168,856.47 2.0377% INCORPORATED C.L. KING & ASSOCIATES WMBE DOUGHERTY & COMPANY, LLC VINING-SPARKS IBG, LIMITED PARTNERSHIP EDWARD JONES FIDELITY CAPITAL MARKETS WNJ CAPITAL CREWS & ASSOCIATES, INC. DAVENPORT & CO. L.L.C. DUNCAN-WILLIAMS, INC. ROSS, SINCLAIRE & ASSOCIATES, LLC LOOP CAPITAL MARKETS COUNTRY CLUB BANK OPPENHEIMER & CO. SUMRIDGE PARTNERS R. SEELAUS & COMPANY., INC. SIERRA PACIFIC SECURITIES ISAAK BOND INVESTMENTS, INC ALAMO CAPITAL WMBE IFS SECURITIES RAFFERTY CAPITAL MARKETS FIRST EMPIRE SECURITIES UMB BANK, N.A. W.H. MELL ASSOCIATES WAYNE HUMMER & CO. FMS BONDS INC. FIRST KENTUCKY SECURITIES CORP. CENTRAL STATES CAPITAL MARKETS WEDBUSH SECURITIES INC. MIDLAND SECURITIES NORTHLAND SECURITIES, INC. 3.00% 2019-2026 $9,226,576.25 $1,168,005.21 2.0544% 2.50% 2027-2028 RAYMOND JAMES & ASSOCIATES, INC. 3.00% 2019-2021 $9,573,782.60 $1,212,120.87 2.0783% 4.00% 2022-2026 3.00% 2027-2028 FTN FINANCIAL CAPITAL MARKETS 4.00% 2019-2022 $9,380,831.25 $1,215,644.03 2.1179% 3.00% 2023-2028 MORGAN STANLEY & CO, LLC 5.00% 2019-2026 $10,029,482.55 $1,275,814.39 2.1298% RAMIREZ & GUERRERO LLP 4.00% 2027 3.00% 2028 A-2 RESOLUTION NO. 2017-73 REOFFERING SCHEDULE OF THE PURCHASER Rate Year Yield 3.00% 2019 1.15% 3.00% 2020 1.20% 3.00% 2021 1.30% 3.00% 2022 1.52% 3.00% 2023 1.60% 3.00% 2024 1.80% 3.00% 2025 2.00% 3.00% 2026 2.10% 2.25% 2027 2.20% 2.375% 2028 2.30% A-3 BBI: 3.82% Average Maturity: 6.266 Years RESOLUTION NO. 2017-73 EXHIBIT B FORM OF BOND No. R- UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF BROOKLYN CENTER GENERAL OBLIGATION IMPROVEMENT AND UTILITY REVENUE BOND Rate SERIES 2017A Date of Maturity Original Issue February 1, 20 May , 2017 Registered Owner: Cede & Co. CUSIP The City of Brooklyn Center, Minnesota, a duly organized and existing municipal corporation in Hennepin County, Minnesota (the "City"), acknowledges itself to be indebted and for value received hereby promises to pay to the registered owner specified above or registered assigns, the Principal Amount specified above on the Maturity Date specified above, with interest thereon from the date hereof at the annual rate specified above (calculated on the basis of a 360 day year of twelve 30 day months), payable February 1 and August 1 in each year, commencing February 1, 2018, 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, Authenticating Agent and Paying 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 $8,360,000, all of like original issue date and tenor, except as to number, maturity date, redemption privilege, and interest rate, issued pursuant to a resolution adopted by the City Council on May 8, 2017 (the "Resolution"), for the purpose of providing monies in part for various street improvements and various utility improvements and pursuant to and in full conformity with the Constitution, laws of the State of Minnesota, including Minnesota Statutes, Chapters 429, 444 and 475. The principal hereof and interest hereon are payable from net revenues of the sanitary sewer, storm drainage and water systems and from ad valorem taxes, as set forth in the Resolution to which reference is made for a full statement of rights and powers thereby conferred. The full faith and credit of the City are irrevocably pledged for payment of this Bond and the City Council has obligated itself to levy additional ad valorem taxes on all taxable property in the City in the event of any deficiency in special assessments, net revenues and taxes pledged, which additional taxes may C RESOLUTION NO. 2017-73 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. The City may elect on February 1, 2026, and on any date thereafter to prepay Bonds maturing 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 The Depository Trust Company ("DTC") of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. IT IS HEREBY CERTIFIED AND RECITED that in and by the Resolution, the City has covenanted and agreed that it will continue to own and operate the water, storm drainage and sanitary sewer systems free from competition by other like municipal utilities; that adequate insurance on said systems and suitable fidelity bonds on employees will be carried; that proper and adequate books of account will be kept showing all receipts and disbursements relating to the Utility Systems fund, into which it will pay all of the gross revenues from the water, storm drainage and sanitary sewer systems; that it will also create and maintain a Utility Improvements Account within the General Obligation Improvement and Utility Revenue Bonds, Series 2017A Debt Service Fund, into which it will pay, out of the net revenues from the water, storm drainage and sanitary sewer systems, a sum sufficient to pay principal of and interest on the Utility Revenue Bonds when due; and that it will provide, by ad valorem tax levies, for any deficiency in required net revenues of the water, storm drainage and sanitary sewer systems. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the principal office of the Bond 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 Bond 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 Bond 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 Bond Registrar will be affected by any notice to the contrary. The City has designated the Bonds as "qualified tax-exempt obligations" pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to happen and to be IME RESOLUTION NO. 2017-73 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, have happened and have been performed in regular and due form, time and manner, that prior to the issuance of this bond the City Council of the City has provided funds for the payment of principal and interest on the bonds of this issue as the same become due, but the full faith and credit of the City is pledged for their payment and additional taxes will be levied, if required for such purpose, without limitation as to the rate of amount; and that this bond, together with all other indebtedness of the City outstanding on the date of its issuance, does not exceed any constitutional or statutory limitation thereon. 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 Bond 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: , 2017 CITY OF BROOKLYN CENTER, MINNESOTA City Manager Mayor CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. U.S. BANK NATIONAL ASSOCIATION Authorized Representative RIN RESOLUTION NO. 2017-73 The following abbreviations, when used in the inscription of the face of this Bond, will be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MINN ACT Custodian (Cust) (Minor) under Uniform Gift or Transfer to Minors Act.......................... (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint 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 RESOLUTION NO. 2017-73 ("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 Bond Registrar will not effect transfer of this Bond unless the information concerning the assignee requested below is provided. Name and Address: (Include information for all joint owners if this Bond is held by joint account) Please insert social security or other identifying number of assignee PROVISIONS AS TO REGISTRATION The ownership of the principal of and interest on the within Bond has been registered on the books of the Registrar in the name of the person last noted below. Signature of Date of Registration Registered Owner Registrar Cede & Co. 2017 Federal ID #13-2555119 RESOLUTION NO. 2017-73 EXHIBIT C IMPROVEMENT BONDS TAX LEVY Collection Year Lew Amount 2017 $72,435.09 2018 280,962.27 2019 281,280.92 2020 280,486.06 2021 284,783.70 2022 283,516.34 2023 282,091.48 2024 285,759.12 2025 283,861.76 2026 281,806.90 2027 282,705.16 C-1 RESOLUTION NO. 2017-73 STATE OF MINNESOTA COUNTY OF HENNEPIN COUNTY AUDITOR'S CERTIFICATE AS TO TAX LEVY AND REGISTRATION I, the undersigned County Auditor of Hennepin County, Minnesota, hereby certify that a certified copy of a resolution adopted by the governing body of the City of Brooklyn Center, Minnesota, on May 8, 2017, levying taxes for the payment of $8,360,000 General Obligation Improvement and Utility Revenue Bonds, Series 2017A, of said municipality dated June 8, 2017 has been filed in my office and said bonds have been entered on the register of obligations in my office and that such tax has been levied as required by law. WITNESS My hand and official seal this day of , 2017. (SEAL) County Auditor Hennepin County, Minnesota Deputy