Loading...
HomeMy WebLinkAbout2019 08-12 CCPCouncil Study Session City Hall Council Chambers A ugust 12, 2019 AGE NDA The City C ounc il requests that attendees turn off cell phones and pagers during the meeting. A copy of the full C ity Council pac ket is available to the public. The packet ring binder is located at the entrance of the council chambers. 1.City Council Discussion of Agenda Items and Questions - 6:15 p.m. 2.M iscellaneous 3.Discussion of Work S ession Agenda Item as T ime P ermits 4.Adjourn C IT Y C O UNC IL M E E T I NG City Hall Council Chambers A ugust 12, 2019 AGE NDA 1.Informal Open Forum with City Council - 6:45 p.m. Provides an opportunity for the public to address the C ounc il 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 presenter. Questions from the C ounc il will be for c larific ation only. Open Forum will not be used as a time for problem solving or reacting to the c omments made but, rather, for hearing the presenter for informational purposes only. 2.Invocation - 7 p.m. 3.Call to Order Regular Business M eeting The City Council requests that attendees turn off cell phones and pagers during the meeting. A copy of the full City C ounc il packet is available to the public . The packet ring binder is loc ated at the entrance of the council chambers. 4.Roll Call 5.P ledge of Allegiance a.Approval of Minutes - Motion to approve the following minutes: July 1, 2019 Special Work Session July 15, 2019 City Council/Financial Commission Work Session July 22, 2019 Study Session July 22, 2019 Regular Session July 22, 2019 Work Session b.Approval of L icenses - Motion to approve licenses as presented. c.An Ordinance A mending Chapter 7 Section 7.10 of the Brooklyn Center City Charter - Approve the first reading and setting the second reading and public hearing for September 9, 2019, for an Ordinance Amending Chapter 7.10 of the Brooklyn Center Home Rule Charter d.Resolution A ccepting Work Performed and Authorizing Final P ayment, I mprovement Project Nos. 2017-01, 02, 03, 04 and 07, Evergreen Park A rea Street, Storm Drainage, Utility, Trail and P arking L ot I mprovements I t is recommended that the C ity Council approve the resolution accepting work performed and authorizing f inal payment, I mprovement P roject Nos. 2017-01, 02, 03, 04 and 07, E vergreen P ark A rea S treet, S torm Drainage, Utility, Trail and Parking L ot I mprovements. e.Resolution Calling for a Public Hearing on P roposed S pecial A ssessments for Delinquent Public Utility Service A ccounts - Motion to approve a resolution call ing a publ ic hearing for Monday, September 9, 2019 on proposed special assessments for delinquent public utility service accounts. f.Resolution Setting a Public Hearing on P roposed Modifications to Utility Fee Schedules Related to Delinquent Utility Charges - Motion to set a public hearing for Monday, September 23, 2019 on proposed modifications to utility fee schedules related to delinquent utility charges. g.Resolution Declaring a P ublic Nuisance and Ordering the Removal of Dead Trees at Certain P roperties in Brooklyn Center, Minnesota - Motion to approve a resolution Declaring a Public Nuisance and Ordering the Removal of Dead Trees for Certain Properties as listed in the resolution. 6.P resentations/Proclamations/Recognitions/Donations 7.P ublic Hearings a.Public Hearing of an Ordinance Authorizing a Study and Placing a Moratorium on Development of P roperties within the Opportunity Site - Motion to open public hearing, take publi c input, and close the publ ic heari ng - Mo t i o n to approve a second reading and adopt an Interi m Ordinance authorizi ng a study and pl aci ng a moratori um on the devel opment of properties within the Opportuni ty Si te, and approve a summarized versi on of the ordinance for publ icati on. b.An Ordinance A mending Chapter 35 of the City Code of Ordinances Regarding the Zoning Classification at 5300 Dupont Avenue North (Christy’s Automotive) Motion to open public hearing, take publ i c input, and close the publ ic heari ng Motion to approve the Second Reading, adopt an ordinance amending Chapter 35 of the Zoning Code of Ordinances regarding the zoning classification of 5300 Dupont Avenue North (Christy's Automotive), and approve a summarized version of the ordinance for publication. 8.P lanning Commission Items 9.Council Consideration Items a.Resolution Awarding the S ale of $9,850,000 General Obligation I mprovement and Utility Revenue Bonds, Series 2019A Fixing Their F orm and Specifications; Directing Their Execution and Delivery; and Providing for Their Payment - Motion to approve a resolution awarding the sal e of $9,850,000 General Obligation Improvement and Utility Revenue Bonds, Series 2019A fixing their form and specifications; directing their executi on and delivery; and providing for their payment. b.Resolution A uthorizing the E xecution and Delivery of a Ground L ease and a L ease-Purchase A greement, and A pproving and Authorizing I ssuance of L ease Revenue B onds and Execution of Related Documents - Motion to approve a resolution of the City Council authorizing the execution and delivery of a ground lease and a lease-purchase agreement with the Economic Development Authority of Brooklyn Center, and approving and authorizing issuance of lease revenue bonds and execution of related documents. 10.Council Report 11.Adjournment COU N C IL ITEM MEMOR ANDUM DAT E:8/12/2019 TO :C urt Boganey, C ity Manager T HR O UG H:Dr. R eggie Edwards , Deputy C ity Manager F R O M:Barb S uciu, C ity C lerk S UBJ EC T:Approval of Minutes Requested Council Action: - M otion to approve the following minutes: July 1, 2019 S pecial Work S ession July 15, 2019 C ity C ouncil/F inancial C ommission Work S ession July 22, 2019 S tudy S ession July 22, 2019 R egular S ession July 22, 2019 Work S ession Background: In ac cordance with MN S tatute 15.17 and MN S tatute 412.151, subd.1, attached for your approval are the minutes from the s tudy s es s ion, regular s es s ion and work session. Budget Issues: None S trategic Priorities and Values: O perational Exc ellenc e AT TAC HME N T S: Desc ription Upload Date Type July 1 S pecial Works es s ion 8/5/2019 Bac kup Material July 15 Joint Works es s ion C C F C 7/29/2019 Bac kup Material July 22 S tudy S ession 8/7/2019 Bac kup Material July 22 R egular S es s ion 8/7/2019 Bac kup Material July 22 Work S es s ion 8/7/2019 Bac kup Material MINUTES OF THE PROCEEDINGS OF THE CITY COUNCIL OF THE CITY OF BROOKLYN CENTER IN THE COUNTY OF HENNEPIN AND STATE OF MINNESOTA SPECIAL WORK SESSION JULY 1, 2019 CITY HALL – COUNCIL CHAMBERS CALL TO ORDER The Brooklyn Center City Council Special Work Session was called to order by Mayor Elliott at 6:30 p.m. ROLL CALL Mayor Mike Elliott, Councilmembers Marquita Butler, April Graves, Kris Lawrence-Anderson and Dan Ryan; City Manager Curt Boganey, Community Development Director Meg Beekman, Public Works Director Doran Cote, Business and Workforce Development Specialist Brett Angell; Haila Maze, Bolton & Menk; Bob Lux, Chris Osmundson, David Dredsner, Jessa Lux, Ashley Bisner from Alatus, LLC; Damaris Hollingsworth, Architect with Design by Melo; Andrew Dresdner, Cunningham Group Architecture; and Stacy Kvilvang and Keith Dahl, Ehlers & Associates. REVIEW OF OPPORTUNITY SITE Community Development Director Meg Beekman thanked all the attendees. She added this is an opportunity to check in with the City Council regarding the Opportunity Site development, although input is still being collected. She noted the group could come back together over the next few months to continue the conversation, which is in its beginning stages. Ms. Beekman provided a review of the property. She added the EDA had acquired significant portions of the properties because of the state of the market and reduced property values. In February 2018, developers were invited to present concepts for the property, and Alatus was selected. A Preliminary Development Agreement was signed in April 2018 and renewed in April 2019. Renewal of the PDA solidified the partnership with Alatus and created a unique relationship with a team of consultants led by City Staff and supported by Alatus. Ms. Beekman stated the property had been re-designated by the recently adopted Comprehensive Plan as Transit-Oriented Development (TOD) and Mixed Commercial. Both of these zoning districts are mixed-use and encourage high-density uses. The TOD is a pivot for the city, embracing transit and multi-modal approaches, taking into consideration accessibility for future generations. She added this is something the City does not currently have, and it can be difficult to picture what this change will look like in Brooklyn Center. Ms. Beekman stated this is the first phase of the engagement process, and consultants, including Haila Maze, will provide information about plans for the next steps. A series of workshops in 07/01/18 -2- DRAFT partnership with the developer was used as a jumping-off point for getting ideas and recommendations for how to broaden the engagement outreach. Ms. Beekman stated Ms. Maze met with the City’s Multi-Cultural Advisory Committee to talk about what is important to them. She has also had conversations with multiple local groups, including a pop-up information booth at the Community Health Fair and Earle Brown Days, which was a great opportunity to engage with residents and families and provide information. Haila Maze, Bolton & Menk, stressed the importance of identifying priorities for different groups within the City of Brooklyn Center. Many residents have expressed a desire for a gathering place for families, a welcoming outdoor space, and a place to feel that they belong and are part of the community. Attractions and amenities should be accessible and affordable and build upon the City’s cultural diversity. Ideas include businesses, shops, and entertainment that looks like the residents who live and shop here. Ms. Maze stated major roads hem in the property, and it will be important for residents to feel that it is accessible and connected to surrounding neighborhoods. Residents have expressed these goals of affordability, diversity, welcoming, supporting health and wellness, and fiscally responsible in terms of investment and property. There should be a benefit to residents who are here right now, and the development should be something residents can be proud of, a source of community pride. Bob Lux, representing Alatus, stated the series of workshops provided a checklist of items that Alatus is trying to achieve, and every item was on-target in terms of what they are looking to deliver. The concept has evolved into retail, housing, a movie theater, and true park and recreation activities. He added both Hy-Vee and Target were approached as anchor tenants, but their independent research led them to the conclusion that Brooklyn Center is not a strong retail market. He noted it became clear that the site would need to be branded in a different way to attract major investment. The concept was expanded, and a unique relationship was the result of the last 6-8 months of work on the project. The original concept is still valuable, but phasing will change to make a bigger impact in the long-term. Mr. Lux stated Emagine Theatres wants to be on the site, and they are very enthusiastic about the development plans. The Main Street concept was developed, with sustainable design, a multi- cultural center, and walkable/bikeable living community with outdoor recreation/family activity area between the freeway and housing. There are discussions with a potential anchor use for the outdoor activity site, which would be extraordinarily transformative to the site, the community, and this part of the Twin Cities area. Mr. Lux stated the potential outdoor activity site would be a regional attraction and is being pursued due to the success of TopGolf, which has benefited from great accessibility and visibility. Mr. Lux stated the developers are meeting with retailers on the current site, including Davanni’s, the restaurant supply store, which needs a larger facility and is in a good position to look for a different site. He added Kmart is under contract to purchase. 07/01/18 -3- DRAFT Mr. Lux stated the housing portion of the development would be a mix of senior housing, market- rate, and affordable apartments as well as rental townhomes and for-sale townhomes. He added there had been discussion regarding single-family homes, and there may be a need for some of that type of housing, but right now the vision is for high-density development. Councilmember Butler asked whether the mix of apartments prices would be in one building or separated into multiple buildings. Mr. Lux stated that it had not been decided, but a market-rate development would probably be a separate building with the highest possible amenities. He added it would be necessary to establish the market and start with market-rate apartments first. Councilmember Ryan stated he supports the concept of establishing the market, the developer’s concept is sound, and this is the direction the City should take. He added residents had been frustrated with the lack of retail, services, and amenities in the City. Andrew Dresdner Cunningham Group, then presented the master plan, including a checklist that ties together the City’s policies with Alatus’ vision for the development. He added the task is to create a plan that feels like Brooklyn Center, for the residents that live here now, but also a place that is fiscally sound and responsible, efficient, and safe. He noted the master plan must satisfy all those requirements. Mr. Dredsner stated the master plan is a document that identifies a long-term vision for a site. The master plan will seek to align infrastructure with private investments and identify how investments should and can contribute to the improvement of and be a benefit to the community. The master plan sets the partners on a direction toward a place, but it is not a description of how to get there, providing direction but also flexibility. Councilmember Graves requested clarification regarding the two items before the development agreement, one of which is the AUAR. Mr. Dredsner stated the development agreement, and AUAR ties Phase 1 and the master plan together, as they are being considered concurrently. Ms. Beekman stated AUAR, or Alternative Urban Areawide Review, is the environmental analysis of the site, and the alternative to an environmental worksheet. Mr. Dredsner stated the goal is to move toward calling the area something like “downtown Brooklyn Center.” Downtown areas generally have multiple overlapping uses, starting with housing, which is the concept of building a neighborhood. It is off-set with local and regional access, so the market is bigger than just the local area. Connecting the downtown area to the local fabric is critical. Mr. Dredsner stated the site already has an abundant infrastructure. There are many assets near the property – neighborhoods, amenities, the government center, Earle Brown Heritage Center, the library, and Centennial Park. The idea is to create a new crossroads in the middle of the site connecting neighborhoods on the east through the site to Centennial Park and the library on the west and connecting transit to Earle Brown Heritage Center from south to north. 07/01/18 -4- DRAFT Mr. Dredsner stated the site would have a stormwater feature through the site providing areas for recreation and for residents to get outside and enjoy open space. The regular grid of streets would be scaled for walking and driving, and the south and north neighborhoods will have a wide range of housing options. Small parks will be located within each neighborhood, and Three Rivers Parks District has expressed an interest in developing a 1-2-acre park on the site. Mr. Dredsner stated retail would be on the main street, mostly small-scale businesses and restaurants. There is potential for a grocery store, and Metro Transit is interested in moving their transit hub onto the site, coupled with a park and ride, which would help support the development of the site. Mr. Dredsner stated the developers had had discussions with Minnesota Department of Transportation (MnDOT) regarding a regional trail connection through the site, bringing the Twin Lakes Trail and connecting to Centennial Park. Mr. Dredsner stated the streets in the site would be approximately 250-350 feet long with flexible designs so any block can take multiple types of buildings, depending upon the market. There will be some townhomes and taller buildings. The main street will be a 2-block stretch, with some retail but also a street for people to gather. Mr. Dredsner stated the development would be tied into the regional stormwater system, and the Watershed District is involved in this planning process. It is hoped that the site can be integrated with Shingle Creek in ways that are environmentally responsible. An extensive greenway system will run through the entire site, and a central component, an open park, would be a regional destination, hosting community and regional events. The trails system will help leverage all the amenities on the site. Mr. Lux stated housing would be approximately 1500 units initially, and then up to 2500 units as the project develops. He added a grocery store is being sought as an anchor for the site. Several of the users are currently on the site, and the goal is to keep them on the site. He noted the property that Panera is in had traded hands in the past few years, and the owners had not anticipated that Target would leave, so they are interested in discussing their options. Mr. Lux stated the federal Opportunity Zone designation created financing opportunities without which the development would not be feasible. He added the timing is good for this type of funding, and the development team wants to get the master plan solidified within the next 2-3 months, get some major tenants on board including the movie theatre, and get the first housing units underway. Hopefully, the grand outdoor activity feature will be underway in 2020. The business plans must be completed, and funds escrowed in 2019 to get the greatest benefit from Opportunity Zone funding. He noted all the components that have been discussed thus far are viable. Councilmember Butler asked whether the development would influence school capacity, with the additional housing that is being planned. Mr. Lux stated that it is unclear, but there will not be a big 07/01/18 -5- DRAFT increase in children in the area, as Brooklyn Center already has a large variety of affordable single- family homes. Ms. Beekman stated there is an open enrollment factor that the School District can use to determine the availability of space. She added the School District is very welcoming and excited about the development, as the increased tax base will have a strong impact on the School District’s ability to leverage resources. Mayor Elliott asked whether there is data available related to rents for the proposed apartments. Mr. Lux stated rents would be approximately $1,400-1,500 for 1-bedroom units, upper $1,000’s for 2- bedroom units, and low to mid $2,000’s for 3-bedroom units. Councilmember Ryan stated, about naturally occurring affordable housing in Brooklyn Center, many older residents may want to sell their homes and live in rental units, creating more housing for young families. Ms. Maze stated a concern that residents have raised is whether an increase in property values would make the City less affordable for residents. She added increased property values could be a benefit for residents who own their homes. Mr. Lux stated, about market timing, creation of the master plan is critical due to imminent opportunity and chance to make something happen, with an increase in investment and interest in urban living. Mr. Lux stated there had been concern about increased traffic that would result from the development. He added any project like this would have an increase in traffic, which can be handled responsibly. He added this area has excellent access to interstate and highways, which is a benefit. Mr. Lux stated the site is not pristine, and another benefit is the opportunity to make something better and improve environmental aspects of the site. He added the Watershed District is interested in the site, and ways that local and regional environmental interests can be served and improved. Ms. Beekman stated the next phase is the completion of the AUAR, which covers the entire development, including traffic, water quality, noise levels, historic elements, soil conditions, and stormwater issues. Once completed, the AUAR would allow each phase of development to go through without additional environmental review, provided it was within the development scenarios indicated within the AUAR, which is specifically designed for this type of planning. The AUAR must be completed before development can proceed. Ms. Beekman indicated the next phase of community engagement include a community-based task force, with members who will be identified that have been and will be impacted by the development site, and stakeholders that can support the process over an extended period. She added these community partners would co-create the engagement process and facilitate ways of giving information and receiving feedback. Ideas include pop-up events, a community Open House, 07/01/18 -6- DRAFT continued meetings with Commissions and Committees, and workshops with Brooklyn interns to solicit their input. A demonstration project is being considered with Hennepin County’s Open Streets program to look at connections to the surrounding communities. Councilmember Butler stated National Night Out would be a good opportunity for the City Council to do some outreach, as they go to different parties with Police Officers, making multiple stops and talking to dozens of residents. She added City Staff could provide a brochure of information for the City Council to give to residents. Councilmember Graves agreed, adding the City Council has done that with the “Becoming Brooklyn Center” flyers in the past. Councilmember Graves stated she would like to hear more consideration of ways to make Brooklyn Center more of a green city and be stewards of the environment. She added that it would be something that a lot of residents could get excited about. She stressed the importance of including a narrative that is reflective of residents’ environmental sustainability interests. Councilmember Graves stated she supports the idea of a multi-cultural marketplace. She added she realizes this is the concept stage. She asked what a marketplace would look like, and why this would be a good location for that kind of use. Mr. Dredsner stated the “marketplace” concept addresses the lack of sustainability that regular retail spaces often experience. A marketplace provides the opportunity for locally owned businesses and incubators to have a retail space but only pay rent to the management company, without risk of the real estate tax and common area maintenance. The concept is flexible, and the marketplace can change every year, or as needed. Councilmember Ryan stressed the importance of being mindful of the critical deadlines coming up. He added the project would not be feasible without the Opportunity Zone incentives. He noted the developer has indicated that a financial plan must be in place by the end of the year, and a lot of pieces need to be in place for that to happen. Mayor Elliott stated there are somewhat competing outcomes and many things that need to be balanced in this process. He added this is an important opportunity to bring something valuable to the City with many benefits, but it is challenging to do a development project of this size. He stressed the importance of ensuring that the development will meet the needs and reflect the diversity of the community and ensure that the effort is meaningful and significant. He added Minnesota’s growth in the coming years will come from communities of color, and the City is well placed to make meaningful change in this regard. He expressed concern about the timeline and ensuring that the community is fully engaged. He urged everyone to think of innovative and unique ways to achieve the necessary goals. Councilmember Ryan stated the City Council had discussed the gentrification of the area, and the necessary changes the City will go through to make this redevelopment and rebirth a success. He 07/01/18 -7- DRAFT stressed the importance of doing whatever is necessary to accommodate the needs and interests of all of Brooklyn Center’s residents. Councilmember Ryan stated the owners of the Lux Apartments have said that they are surprised and excited by the diversity of residents in their building, paying premium rents. He added these residents want to stay in their community, and they are attracted to the idea of living in a diverse luxury building. He noted that is the path toward sustainability, and to focus only on those who are here is misguided. Councilmember Graves stated gentrification has reverberating effects. She stressed the importance of finding the right balance and continuing the work of community engagement. She added she feels the work that has been done so far is reflective of the community. She reiterated her belief that the environmental component should be a big factor. She noted there is a need for “move-up” housing in the community, and that will be an asset to the project, but affordable housing is also necessary. Councilmember Graves stated she is excited about what has been presented so far, and she hopes the Task Force will be instrumental in keeping the momentum moving forward. Councilmember Butler stated she too is very excited about what has been presented at the meeting. She added she was concerned about lack of involvement during the workshop series, although it got better by the last workshop, and she appreciates all the efforts by City Staff and the consultants to make the workshops a success. She stressed the importance of involving the community in every step of the process. Councilmember Butler stated she feels there should be attractions and recreational areas that everyone can afford. She added, however, she also supports having amenities like TopGolf for those who can afford it. She noted residents often have to leave Brooklyn Center to find those types of amenities. Councilmember Butler stated the developer had mentioned a mix of retail that would be like a global market. She requested more information on that concept. Chris Osmundson, Alatus, stated that type of use has taken off, and an appropriate model would be Minneapolis’ Midtown Global Market. He added other cities had created this type of marketplace, which incorporates local businesses with a management component. Grants and sponsorship can be facilitated during the establishment of the marketplace model. Councilmember Butler asked whether the downtown area would be more of an upscale area, and how businesses are found for downtown. Mr. Osmundson stated the market would dictate that, but the idea is to have multiple uses that complement each other, so the downtown area is busy throughout the day and into the evening. Mr. Lux stated it is vitally important to create a brand around the whole area so that retail and commercial uses will seek out the development as it progresses. He added, about the marketplace 07/01/18 -8- DRAFT concept, this model reduces barriers of entry for new businesses, creating opportunities for a start-up without much capital. He added a management company would do the work of engaging these businesses. Mr. Lux stated, regarding the movie theatre, it would be located on top of the global market, to densify the area as much as possible. He added it could be situated with the parking garage, so the ramp serves the entire area and improves overall connectivity. Ms. Beekman stated housing is only one component of the site, and there is a list of regional drivers that could bring people to the site, related to the private sector. She added, from a public sector standpoint, a new City Hall is proposed to be located on the site. She noted she repeatedly hears within the community that there is a great desire to have a multi-cultural center, and City Staff and the developer are exploring the next steps to be taken for developing that concept. A multi-cultural public space, managed by the City, could be an important anchor for the entire site. Councilmember Lawrence-Anderson stated she supports everything she has heard so far. She asked whether pets will be allowed in public spaces and if there will be a dog run or pet-walking area. Mr. Lux confirmed this, adding that it is a very important component for many residents who have pets. Councilmember Lawrence-Anderson expressed concern about moving the transit hub into the site, based on the problems that have occurred at its current location. Mr. Lux stated the development team has met with Metro Transit many times on this issue. He added the current location is very isolated, and it is believed that a busy, open area will be a better location for the transit hub, where it can be part of the larger system, and bring people to and from the site. Councilmember Ryan stated he supports the comments of his colleagues and appreciates all the hard work that has been done so far. He added the site has the potential to evolve into a major downtown area, with its intersecting roadways that are vectors for commercial or mixed-use spaces that leverage one another, and easy walkability. Councilmember Graves asked whether community outreach has been done at the summer Saturday markets. Ms. Beekman stated information was available at Earle Brown Days and will be available at the market on Saturday, July 6, 2019, and the next Saturday market. She added Hennepin County is planning to bring their Active Living Team, who are interested in looking at connectivity on the site. An event is planned at CEAP’s Friday Farmer’s Market as well, and there are many other opportunities for community engagement. She noted Ms. Maze had created an interactive tool that allows people to select components that are important to them. Ms. Beekman stated she is working with Mr. Angell on developing a program to build capacity for local businesses. She added the program would focus on engaging with local business owners to identify their needs over the next 2-3 years, so they are ready to be successful in this development. 07/01/18 -9- DRAFT Councilmember Graves expressed concern regarding the timing of the project. She added the AUAR takes nine months to a year and must be completed before anything else can happen. Ms. Beekman stated the AUAR could be started immediately. She added it is a substantial commitment. Ms. Beekman stated the regional recreation use would have a significant impact on traffic generation, so to some degree, it is necessary to understand who the tenants will be. She added proposals had been received from a few consultants and the development team is ready to move forward. Councilmember Graves asked whether there is any concern that the AUAR will reveal something that is not included in the development agreement and whether it would be necessary to build in unforeseen circumstances. Stacy Kvilvang, Ehlers & Associates, stated nothing unusual typically comes up with the AUAR that has not already been anticipated. Mayor Elliott asked what the developer’s period is for moving forward. Mr. Lux stated the development period is 10-15 years, although a large portion could happen very quickly. The initial phase of 300-400 housing units, as well as marketplace, theater, hotel, and recreational facility all, could happen within 3-5 years. He added opening new amenities would encourage more demand for housing. Mayor Elliott asked whether there is a competing interest in terms of balancing affordability with the market rate. Mr. Lux stated he sees that as a strength of the project, that the City embraces diversity and income on every level. He added diversity of income is the main component of this development, and it is the best solution for the City of Brooklyn Center. Ms. Kvilvang stressed the importance of flexibility in timing and scheduling, and in having confidence in the City’s partnership with the developer, which is a leap of faith together. She added the concept plan would change over time, and the City should be prepared to go with the ebb and flow over the next 10-15 years as the site is developed. Ms. Kvilvang commended Ms. Beekman for her hard work and efforts in balancing this process. She added the developer is forward-thinking and has expressed their commitment to and concern for the community. ADJOURNMENT Councilmember Lawrence-Anderson moved, and Commissioner Ryan seconded adjournment of the City Council Work Session at 8:36 p.m. Motion passed unanimously. MINUTES OF THE PROCEEDINGS OF THE CITY COUNCIL/FINANCIAL COMMISSION OF THE CITY OF BROOKLYN CENTER IN THE COUNTY OF HENNEPIN AND STATE OF MINNESOTA JOINT WORK SESSION JULY 15, 2019 CITY HALL – CITY COUNCIL CHAMBERS CALL TO ORDER The Brooklyn Center City Council/Financial Commission Joint Work Session was called to order by Mayor Elliott at 6:30 p.m. ROLL CALL Mayor Mike Elliott and Councilmembers Marquita Butler, April Graves, and Dan Ryan. Also present were Financial Commissioners David Dwapu, Tia Hedenland, Abate Terefe, and Dean Van Der Werf. Also present were City Manager Curt Boganey, Deputy City Manager Dr. Reggie Edwards, Director of Fiscal & Support Services Nate Reinhardt, and Director of Public Works Doran Cote. OVERVIEW/INTRODUCTION City Manager Curt Boganey stated the purpose of the joint Financial meetings is to review the 2020 budget process and receive feedback and direction as the budget develops. He added this evening’s presentation relates to capital funds, which is probably the most important budget under consideration as it ensures that the City has solid infrastructure. He added the capital funds investments are not often seen by the general public. He noted capital expenses are increased greatly if investment is neglected. Councilmember April Graves arrived at 6:36 p.m. CAPITAL IMPROVEMENTS FUNDS Finance Director Nate Reinhardt stated tonight’s presentation would cover capital projects for 2020 and 15-year Capital Improvement Plan (CIP). He added priorities could shift and change, so the CIP document is a prioritized list of projects based on year and funding opportunities. He noted the CIP covers public utility projects and infrastructure improvements connected with street reconstruction, including roadways, curb and gutter, parks improvements, building, and facility improvements, and various funding sources used depending upon the project. Mr. Reinhardt stated $10.8 million in capital improvement projects are planned for 2020. He added the total includes four bridge rehabilitation projects that will be addressed as two separate projects, as well as ADA improvements to Xerxes Avenue and Bass Lake Road and the Shingle Creek Improvement Project. Councilmember Graves asked whether it is common practice to include everything above $50,000. Mr. Boganey stated the City has a policy of a minimum $50,000 investment instituted by the City Council. He noted he would provide a copy of that policy for the City Council. 07/15/2019 Page 2 Mr. Boganey stated neighborhood construction projects would be split into different projects over multiple years due to escalating costs. He added he has heard from other cities that capital projects are coming in exceptionally high over budget. He noted this is due to increasing construction costs as well as many contractors are working on the light rail projects. Mr. Reinhardt stated the Capital Improvement budget funds $1.3 million in projects, including replacement of retaining walls, new playground equipment, and City building improvements. Mr. Boganey stated this is a relatively new fund, established within the last ten years, earmarked for building improvements. This fund ensures that building maintenance and repair projects are completed when they become necessary. Mr. Boganey stated the types of funding used include the City’s share of local government aid as well as an estimated amount of revenue from liquor fund. He added there had been a conversation about what happens to the liquor fund, so it is important to note that liquor fund proceeds go into this fund to offset projects, including playground equipment. Councilmember Graves stated there had been some discussion regarding playground equipment that is outdated and has a plan for addressing parks that need improvement. She added she would support ensuring that parks that are in the most need of improvement are addressed first, taking into consideration criteria such as area demographics and proximity to other parks. Mr. Boganey stated there is an existing plan that has been formulated based on recommendations from the Parks Commission and City Staff. Commissioner Terefe asked whether local government aid can be spent at the discretion of the City. Mr. Boganey stated cities receive this type of funding based on a formula that is established at the State level and is based on need, so not all cities can qualify. Commissioner Dwapu asked whether the amount of local government aid is an estimate. Mr. Boganey stated the State legislature increased the total amount of funding available to cities that qualify, and the City of Brooklyn Center should receive a specified amount. Mr. Reinhardt stated it has been beneficial for the City to have local government aid funding. He added there had been years when this type of funding has been cut at the State level, and cities have to make up the difference in budget cuts. He added the City of Brooklyn Center does not put 100% of their local government aid estimate into the general operating budget. Mayor Elliott stated he testified at the State legislature regarding local government aid funding. He added legislators were interested to know whether the projected increase would have an impact on the City’s ability to keep taxes down. Councilmember Ryan stated there should not be any problem defending the City’s policy, as the overriding fact is that costs go up if you delay capital improvements. He added the absence of tax 07/15/2019 Page 3 capacity has more bearing on the City’s share of local government aid and the impact of cuts in funding. Mr. Boganey stated property taxes generally increase when local government aid is reduced, to make up for cuts across the State. MUNICIPAL STATE AID FUND Mr. Reinhardt stated 2021 projects include Brooklyn Boulevard corridor improvements which will use mostly federal funding. He added projected bond sales in 2021 and 2023 will cover the City’s share of Highway 252 improvements as well as Brooklyn Boulevard Phase 2 and would likely be repaid with a property tax levy. Mr. Reinhardt stated Minnesota State Aid (MSA) funding is used for street repairs and comes to the City through State revenues. He added MSA funding would be required for projects on Bass Lake Road and Xerxes Avenue in 2020. Director of Public Works Doran Cote stated the City of Brooklyn Center is close to the maximum amount of MSA funds that can be generated for street reconstruction. Mayor Elliott requested clarification regarding State revenues used for MSA road repairs. Finance Director Nate Reinhardt stated the City is capped at an annual amount that comes as a reimbursement to the City after the project is complete. He added the City of Brooklyn Center requested their State revenues in 2017 in advance to continue to do projects without falling into a negative cash balance. Mr. Reinhardt stated street reconstruction projects are generally funded with franchise fees, but often property tax funding is used as well. He added project costs have increased. He noted over $2 million is earmarked for projects in 2020, including the Grandview development and two bridges on Shingle Creek Parkway, Mr. Boganey stated the City of Brooklyn Center has a generous formula for street reconstruction costs, with 1/3 paid by individual property owners based on an assumed increase in property values. He added residents in other cities often pay a bigger share. He noted this policy has been in place since the inception of the street reconstruction program in 1993. Mr. Boganey stated nearly every neighborhood would be complete by 2023 at which point it will be appropriate for the City Council to decide whether to continue the same policy. Mr. Boganey stated he feels confident that increased property values as a result of street reconstruction will be higher than annual assessment amounts. Councilmember Ryan stated many cities do assessments for street utility projects. He added this is tied to issues of equity and fairness in assessments as well as property tax improvement values. 07/15/2019 Page 4 SPECIAL ASSESSMENTS FUND Mr. Reinhardt discussed the special assessment fund. We have some larger projects, so in the process of issuing bonds that would include a portion of the project with special assessment cost and in 2024 would be paid by special assessment revenues Mr. Reinhardt reviewed 2020 utility projects totaling $6 million. Mr. Boganey asked why is it expensive to paint the water tower. Mr. Cote stated paint is expensive, and the existing coating has to be blasted off, structural repairs completed, welding done in the tank interior and four coats of paint. He added it could take an entire summer to rehabilitate a water tower. Commissioner Van Der Werf asked whether there is a breakdown of costs associated with the rehabilitation of the water tower. Mr. Cote stated there is no specific dollar amount until the project goes out for bid. He added there is a cost estimate, but specific items are added as they come up, and estimates are generally based on similar past projects. Mr. Boganey agreed to provide a breakdown of costs based on previous water tower projects. Commissioner Abate asked what the useful life of a water tower is. Mr. Cote stated water towers are generally expected to last for 30 years. He added they are inspected internally every five years, and the project life is estimated based on the inspections. He noted the cost of a new water tower is over $1 million. OVERVIEW OF UTILITY FUNDS Mr. Reinhardt stated the 2020 budget is not completed for utility funds, but 2019 data has been updated to show its impact on the capital improvement plan. He added the City Council recently discussed potential changes to rate penalties, and those changes have not been included. He added rates were raised significantly from 2015-2017 for the new water treatment plant. He added, based on current data, an increase is possible in 2020. Mr. Reinhardt stated sanitary sewer rates have increased at an annual rate of 3%. He added the sanitary sewer fund is in a strong cash position with a projected balance of approximately $2 million at the end of 2021, after which there will be significant decrease due to projects planned for that year. Mr. Reinhardt stated a $350,000 grant related to stormwater improvement projects is listed under “Intergovernmental” in the 2020 budget. He added this includes Shingle Creek improvements. Mr. Reinhardt stated lighting projects are covered under the streetlight fund, under which no rate change is anticipated. Mr. Boganey stated streetlights owned by utility companies do not fall under this fund. Mr. Cote confirmed this, adding only streetlights that are owned by the City are replaced by the City. He added Excel Energy has different lighting options for cities, and the majority of streetlights are leased. Commissioner Abate asked why the cash balance flow stays the same in the streetlight fund. Mr. Reinhardt stated there are not as many projects planned after 2027. 07/15/2019 Page 5 Mr. Reinhardt stated debt issue would be paid from various sources in 2020. He added the Capital Improvement Plan gives an idea of projects, but realistically things may change. Mr. Reinhardt stated $14.4 million in bond issues would be anticipated in 2020 and 2021. Mayor Elliott asked whether there concern regarding the City’s debt based on projections and whether it will have any effect on the City’s bond rating. Mr. Reinhardt stated the City is below average for debt, and City Staff does not expect there to be an impact on debt rating over the next few years. Mr. Boganey confirmed this, adding the City has a Double-A (AA) bond rating, which is a good indication that debt is not excessive. Mr. Boganey stated utility rates are increasing compared to 10 other cities that were identified by the Financial Commission for comparison purposes. He added, however, the City of Brooklyn Center is still in the lower quartile of those cities. Mayor Elliott asked what portion of investment funds go to repaying debt. Mr. Reinhardt stated payments are made annually, and the percentage is not very high. He added he would have to get the numbers on that. Mr. Boganey stated City Staff could provide information regarding annual debt service payments. Councilmember Ryan stated interest rates are very low, which is a big advantage, but cash will have less yield. He added this is not going to drive a big part of the budget. Commissioner Abate asked whether there is a maximum amount the City can reclaim as debt. Mr. Reinhardt stated that is 3% of total market value, or $56 million. TECHNOLOGY FUND Mr. Reinhardt stated the capital improvement fund for technology covers software upgrades and purchases and audio/visual equipment. He added five years’ worth of projects is identified. EBHC CAPITAL FUND Mr. Reinhardt stated there are expenses related to renovating the pond area near the Earle Brown Heritage Center (EBHC). Mr. Boganey stated several property owners would benefit from improvements to the pond, as they all share the amenity. He added it would be problematic to try to get individual property owners to voluntarily agree to share the costs, and City Staff recommends that the City should fund the improvements if it falls within the budget. He noted the trailway at the pond adds to the City’s trails system and overall walkability. Mr. Reinhardt reviewed cash flow analysis for Earle Brown Heritage Center (EBHC) operations. He added there is a policy in place, providing a minimum amount for operations. He noted City Staff 07/15/2019 Page 6 feels that the performance of EBHC operating fund will result in sufficient funding of projected amounts based on a five-year average. Mayor Elliott asked whether weddings make up a large portion of their business. Mr. Boganey stated he guessed that wedding sales is generally around 20% of annual sales. Mr. Reinhardt stated much of their business is seasonal, based on the type of event, but they try to ensure they are not relying on one type of business. Mr. Boganey stated corporate business events might be the highest contributor, and other meetings and events, as well as weddings. He added the return on investment is higher for corporate business events than for weddings. He noted corporate events generally have a bigger budget. Mayor Elliot stated additional information could be made available to the meeting attendees. Councilmember Ryan stated it would be useful for the City Council to have information on LOGIS as the technology fund is reviewed. He added LOGIS is a significant expense, and the service provided is very significant and beneficial. He noted this information should be made available to the public. Mayor Elliott stated he would like to find out about alternatives to LOGIS. Mr. Boganey agreed to put some information together. Mr. Reinhardt stated the next Joint Financial meeting would include a budget overview as a kick-off to the budget process. He added department heads would present individual budgets for review and comment. Mr. Boganey stated the City Council would be required to adopt the preliminary maximum levy by the end of September. He added general direction from this group will be helpful in that respect and for decisions regarding general fund expenditures. Mayor Elliott stated, throughout the process, there will be opportunities to review and comment on previously presented information. Mr. Boganey agreed. ADJOURNMENT The Brooklyn Center City Council/Financial Commission adjourned at 8:30 p.m. 07/22/19 -1- DRAFT MINUTES OF THE PROCEEDINGS OF THE CITY COUNCIL OF THE CITY OF BROOKLYN CENTER IN THE COUNTY OF HENNEPIN AND THE STATE OF MINNESOTA STUDY SESSION JULY 22, 2019 CITY HALL – COUNCIL CHAMBERS CALL TO ORDER The Brooklyn Center City Council met in Study Session called to order by Mayor Mike Elliott at 6:53 p.m. ROLL CALL Mayor Mike Elliott and Councilmembers Marquita Butler, April Graves, Kris Lawrence- Anderson, and Dan Ryan. Also present were City Manager Curt Boganey, Deputy City Manager Reggie Edwards, Director of Public Works Doran Cote, Community Development Director Meg Beekman, Business and WorkForce Development Coordinator Brett Angell, Police Chief Tim Gannon, City Attorney Troy Gilchrist, and Mary Mullen, TimeSaver Off Site Secretarial, Inc. CITY COUNCIL DISCUSSION OF AGENDA ITEMS AND QUESTIONS Mr. Boganey requested the following corrections to the June 24, 2019 Study Session meeting minutes: -Page 1, first paragraph, “Roll Call,” line 1, remove “Marquita Butler.” -Page 1, first paragraph, “Roll Call,” line 2, after “Dan Ryan” add “Councilmember Marquita Butler was absent and excused.” Mayor Elliott stated he plans to ask the young people who were present at the meeting to introduce themselves. He added the youth are present to participate in the City Council meetings as part of their Youth in Government Day events. He noted it would be appropriate to have the young people say a few words about themselves after the City Council’s Roll Call. Councilmember Ryan stated Councilmember Butler is on the schedule to do the Invocation during tonight’s Regular Session meeting. MISCELLANEOUS Councilmember Graves stated she is unable to attend the Budget Meeting on Monday, July 29, 2019. ADJOURNMENT The Study Session was adjourned at 6:58 p.m. 07/22/19 -1- DRAFT MINUTES OF THE PROCEEDINGS OF THE CITY COUNCIL OF THE CITY OF BROOKLYN CENTER IN THE COUNTY OF HENNEPIN AND THE STATE OF MINNESOTA REGULAR SESSION JULY 22, 2019 CITY HALL – COUNCIL CHAMBERS 1. INFORMAL OPEN FORUM WITH CITY COUNCIL CALL TO ORDER INFORMAL OPEN FORUM The Brooklyn Center City Council met in Informal Open Forum called to order by Mayor Mike Elliott at 6:45 p.m. ROLL CALL Mayor Mike Elliott and Councilmembers Marquita Butler, April Graves, Kris Lawrence- Anderson, and Dan Ryan. Also present were City Manager Curt Boganey, Deputy City Manager Reggie Edwards, Director of Public Works Doran Cote, Community Development Director Meg Beekman, Business and Workforce Development Coordinator Brett Angell, Police Chief Tim Gannon, City Attorney Troy Gilchrist, and Mary Mullen, TimeSaver Off Site Secretarial, Inc. Mayor Mike Elliott opened the meeting for Informal Open Forum. No one wished to address the City Council. Councilmember Lawrence-Anderson moved, and Councilmember Butler seconded to close the Informal Open Forum at 6:52 p.m. Motion passed unanimously. 2. INVOCATION Councilmember Butler stated she would attend the YMCA Global Youth Event in London, England, from August 4-8, 2019. She gave a brief presentation regarding the YMCA, which is celebrating its 175 th year. She added over 5,000 people from 126 countries would be represented at the YMCA Event in London. She noted she is bringing a local youth from New Hope, Minnesota to London to participate in this special event. Councilmember Butler read the following quote: The more we increase the active participation and partnership with young people, the better we serve them. And the more comprehensively we work with them as service partners, the more we increase our public value to the entire community.” - Carmen Martinez 07/22/19 -2- DRAFT 3. CALL TO ORDER REGULAR BUSINESS MEETING The Brooklyn Center City Council met in Regular Session called to order by Mayor Mike Elliott at 7:00 p.m. 4. ROLL CALL Mayor Mike Elliott and Councilmembers Marquita Butler, April Graves, Kris Lawrence- Anderson, and Dan Ryan. Also present were City Manager Curt Boganey, Deputy City Manager Reggie Edwards, Director of Public Works Doran Cote, Community Development Director Meg Beekman, Business and WorkForce Development Coordinator Brett Angel, Police Chief Tim Gannon, City Attorney Troy Gilchrist, and Mary Mullen, TimeSaver Off Site Secretarial, Inc. Mayor Elliott welcomed the Youth in Government Day participants. He added Youth in Government Day was created to welcome young people from the community into the structure of local government. He noted 15 students have participated in activities, discussions, and community planning events. He invited the Youth in Government participants to introduce themselves and comment on what they have learned from their Youth in Government Day experience. Jasmine Turner, Cooper High School, stated she learned about the importance of leadership. Karen Etaytay, Park Center High School, stated she learned about the process of new development within the community. Deborah Kamale, Champlin Park High School, stated she learned that serving the community is an important aspect of government. She added the government would not exist without serving the community. Tamara Hussein, Champlin Park High School, stated she learned about public engagement in government. Lee Tao, Mounds Park Academy, stated she learned that communication is important. Saliha Ibrahim, Champlin Park High School, stated she learned that your opinion does matter. Tiffan Nyamao, Osseo High School, stated she learned that community shapes how government works. Caron Iteghete, Park Center High School, stated he learned about communication skills. Emmanuel Ikebude, Osseo High School, stated he learned that teamwork is important in leadership to serve the community properly and for the good of the community. 07/22/19 -3- DRAFT Mayor Elliott thanked the young people for their comments. He added their voices matter, and their presence and opinions are greatly appreciated. 5. PLEDGE OF ALLEGIANCE The Pledge of Allegiance was recited. 6. APPROVAL OF AGENDA AND CONSENT AGENDA Councilmember Ryan moved, and Councilmember Graves seconded to approve the Agenda and Consent Agenda, as amended, with amendments to the Study Session minutes of June 24, 2019, 2019, and the following consent items were approved: 6a. APPROVAL OF MINUTES 1. July 8, 2019 – Study Session 2. July 8, 2019 – Regular Session 3. July 8, 2019 – Work Session 6b. LICENSES GARBAGE HAULERS Waste Management – Blaine 10050 Naples Street NE Blaine, MN 55434 MECHANICAL AT Plumbing 15800 E Land Street NW Ramsey MN 55303 Bonfe’s Plumbing Heating & Air Service, Inc. 455 Hardman Avenue South St. Paul MN 55075 Centraire Htg & A/C Inc. 6811 Washington Avenue S. Edina, MN 55439 Genz-Ryan Plumbing & Htg Co. 2200 W. Hwy 13 Burnsville MN 55337 Perfection Heating & Air Inc. 1770 Gervais Ave Maplewood, MN 55109 Peterson-Pinney 4151 Coon Rapids Blvd Coon Rapids MN 55433 Preventive Mechanical Service 1875 Buerkle Road White Bear Lake MN 55110 United Heating & A/C Inc. 1295 Hackamore Road Medina, MN 55340 RENTAL INITIAL (TYPE IV – one-year license) 3012-3018 51 st Avenue Sri Lakshmi Valiveti 1107 57 th Avenue N Derik Bjorgo 07/22/19 -4- DRAFT 5914 Fremont Avenue Olaide Gbadmosi/Alaafi Homecare LLC INITIAL (TYPE III – one-year license) 6200 Brooklyn Boulevard Hayder Albatushi 5443 Logan Avenue N Alfred A’Shola Apata INITIAL (TYPE II – two-year license) 5837 Admiral Lane Jeremy Long 6106 Aldrich Avenue N Home SFR Borrower LLC/Haven Brook Homes INITIAL (TYPE I – three-year license) 5306 Knox Avenue N Antonio Vizcarra Moreno RENEWAL (TYPE IV – one-year license) 1100 69 th Avenue N Evangelical Church of the Master 6725 Bryant Avenue N Vong Duong (Plan not met CPTED Incomplete) 4714 Wingard Lane Hee Yoon Kim RENEWAL (TYPE III – one-year license) 6915-25 Humboldt Avenue Steven Scott Management 6618 Colfax Avenue N Chandrawatie Khemraj 5420 Emerson Avenue N Christopher Raisch 6437 Kyle Avenue N Sheng Lee/United Hmong Investments 5301 Logan Avenue N MNSF II LC 6925 Regent Avenue N Travis Senefelder RENEWAL (TYPE II – two-year license) 1606 71 st Avenue N Gregory Lang 6436 June Avenue N Jenny Pham RENEWAL (TYPE I – three-year license) 4700 Lakeview Avenue Nancy Dahlquist 5556 Emerson Avenue N John Reider 5900 Pearson Drive Mary Tjosvold/Mary T Properties 7193 Unity Avenue N Mary Turcotte 6c. RESOLUTION NO. 2019-099 AUTHORIZING THE TRANSFER OF $350,000 FROM THE EARLE BROWN HERITAGE CENTER OPERATING FUND TO THE EARLE BROWN HERITAGE CENTER CAPITAL FUND 6d. RESOLUTION NO. 2019-100 AUTHORIZING THE TRANSFER OF $325,487 FROM THE MUNICIPAL LIQUOR STORE FUND TO THE CAPITAL IMPROVEMENTS FUND 07/22/19 -5- DRAFT 6e. RESOLUTION NO. 2019-101 SETTING THE DATE OF THE SALE OF $9,850,000 GENERAL OBLIGATION IMPROVEMENT AND UTILITY REVENUE BONDS, SERIES 2019-A TO FINANCE THE CONSTRUCTION OF INTERSTATE AREA IMPROVEMENTS AND BELLVUE /SOUTHEAST IMPROVEMENTS FOR AUGUST 12, 2019 6f. RESOLUTION NO. 2019-102 ACCEPTING WORK PERFORMED AND AUTHORIZING RELEASE OF FUNDS FOR CERTAIN FINANCIAL GUARANTEES BEING HELD BY THE CITY Motion passed unanimously. 7. PRESENTATIONS/PROCLAMATIONS/RECOGNITIONS/DONATIONS 7a. YOUTH IN GOVERNMENT DAY Mayor Elliott presented Certificates to the participants of Youth in Government Day. He thanked the young people for attending and urged them to continue to stay active and engaged in local government. 7b. HENNEPIN COUNTY COURTS City Manager Curt Boganey introduced Chief Judge Ivy Bernhardson, Fourth Judicial District, and invited her to address the City Council. Judge Bernhardson gave a review of the work of Hennepin County Courts. She added the Judicial Branch is a separate branch of the government, and suburban jurisdictions are important members of the County. Judge Bernhardson stated Hennepin County has 22% of the population of the State of Minnesota, but 40% of the judicial filings and 88% of all cases are criminal. Other operations include civil division cases, family, juvenile, and probate/mental health cases. There were 942 jury trials requested in 2018, with 26,572 citizens of Hennepin County called as jurors. Judge Bernhardson stated Hennepin County Courts had made advancements in technology that have increased operations efficiency. Texting and emailing reminders of court hearings has reduced “failure to appear” by 30%. She added there had been an increase in addiction and mental health cases, as well as felony filings. She noted 80% of revenue from fines goes back to municipalities, and in 2019, Brooklyn Center received $228,000 from Hennepin County Courts. Mayor Elliott thanked Judge Bernhardson for her presentation. He added the City Council had received information from the Police Department regarding embedded mental health co- responders, which is representative of new and innovative ways to deal with mental illness cases. 07/22/19 -6- DRAFT Councilmember Butler stated she did jury duty last summer, and it was a great experience. She added the judge thoroughly explained the process to the jury, and treated jurors and attorneys fairly. Judge Bernhardson stated she is pleased that the experience was positive. Councilmember Graves asked whether there is data regarding judicial staff and judges of color within the Fourth Judicial District. Judge Bernhardson stated she does not have specific numbers, but the District has an internally focused race equity plan to attract and develop a diverse array of judicial candidates. She added, of the 63 judges, there are 8 African American, 7 Hispanic, 2 Asian, 1 Native American, and the rest are randomly white. Councilmember Graves asked about the “pre-trial scale” that is race and gender-neutral. Judge Bernhardson stated a Hennepin County researcher developed the pre-trial tool in 1992, and it is currently used by every jurisdiction in the State of Minnesota. She added this evaluation tool is used to determine whether individuals are at risk to re-offend if they are released and whether bail is required. She noted the evaluation tool is reviewed periodically to ensure that it remains race and gender-neutral. Councilmember Graves asked whether the Fourth District Court works with units like juvenile detention, domestic violence, and child protection to address and overcome challenges. Judge Bernhardson stated one successful tool had been Juvenile Warrant Resolution Day, which the District Court has held for the past 5-6 years, which has cut the number of juveniles in detention by half. Mayor Elliott stated he participated in the Minnesota Supreme Court’s “Justice For All” Committee. He asked whether there are ways in which the District focuses on restorative justice. Judge Bernhardson stated Hennepin County tries to ensure that people do not remain in custody unless absolutely necessary. She added texts and emails reminding people about court dates has been successful, and a warrant hotline is being tested that will make it easier for people to set up a court date. Mayor Elliott thanked Judge Bernhardson for her presentation. 7c. BROOKLYNK PROGRAM UPDATE Breanne Rothstein, Economic Development and Housing Director for the City of Brooklyn Park, gave a presentation on the Brooklynk Program and its 2020 budget. She added Brooklynk interns were placed in internships for summer 2019, in corporations, positions within the School District, local corporations, professional services, and property management. She noted Brooklynk staff provide an annual review of the program and budget as required by the Brooklynk Cooperative Agreement between Brooklyn Park and Brooklyn Center. Ms. Rothstein stated Brooklynk, a youth employment program directed by Brooklyn Center and Brooklyn Park, represents youth who experience barriers to employment. She added Brooklynk alumni are very active in volunteering as well as providing training and support for interns. She noted Brooklynk Staff is excited to welcome alumni back as paid trainers and staff. 07/22/19 -7- DRAFT Ms. Rothstein stated Brooklynk’s “Get Ready!” work readiness training program had 220 participants, 20 trainers, and Brooklynk alumni, and hosted a job fair with 24 employers. She added 117 interns were placed with 20 different employers, and three new employers were secured in 2019. She noted more and more local businesses are interested in hiring Brooklynk interns as the program grows. Ms. Rothstein stated the Brooklynk program secured a new grant through DEED, Brooklynk staff are working on a supervisor training program, and a full-time Program Manager was added to the staff, responsible for grants management, employer engagement, and fundraising opportunities. She noted there had been a lot of attention directed at this type of work at the State level, and Brooklynk staff hopes to leverage that for the program. Ms. Rothstein stated 2020 expenditures were $355,000, with half of the budget coming from grants. She added Brooklynk is proposing that Brooklyn Center contribute $55,000, which is the same amount that was contributed for the 2018 program. Emmanuel Ekabude, a Youth in Government participant, stated a few of the young people who participated are part of the Brooklynk program. He added he appreciates having had a chance to be a part of the program. He noted the program provided the opportunity to gain work experience, explore careers, have an income, and gain independence. Ms. Rothstein encouraged the students to stay involved and connected to Brooklynk and become engaged as an alumni member. She added program staff is available to provide information and answer questions. Councilmember Lawrence-Anderson asked, by a show of hands, which of the youth have participated in the Brooklynk program. All the students that were present raised their hands. 7d. SNOW EVENT PARKING REVIEW Police Chief Tim Gannon gave a review of the City’s snow event parking policy, which enhances City Staff’s ability to handle and remove snow and improve public safety. The policy, approved by the City Council in November 2018, requires that all vehicles be removed from roadways when a snow event is declared, for the duration of the event. A snow event is 2.5 inches or more of snow. Chief Gannon stated the City Council requested that City Staff ensure that a robust communication plan is instituted, so residents are aware of the parking situation during snow events. He reviewed police activity from December 2018-March 2019, including 156 citations and 124 towed vehicles. The snow event parking policy prevented 180 vehicles from being towed due to proactive communication measures. Chief Gannon stated the City of Brooklyn Park initiated a similar program in 2018. He added the number of citations and tows was higher in Brooklyn Park, although it is a larger city. Chief Gannon stated one reason for the success of the program is coordination between the Police Department, the Public Works Department, and the City’s Communication Director. 07/22/19 -8- DRAFT Advance notice for tow companies was effective, and “knock and talk” visits to residents before enforcement action was effective and cost-efficient. Chief Gannon stated additional office staff for vehicle releases was not necessary, and plowing was more efficient when streets were free of cars. He added he feels confident that the program has been developed and implemented based on the goals of the City Council. Mayor Elliott thanked the Chief for his presentation. Councilmember Butler stated she agrees with Councilmember Ryan’s comments. She added she initially voted against this program, but she now appreciates that residents are given a chance to move their car. He thanked Chief Gannon for the extra work that went into developing the program. Councilmember Graves stated the program is well-executed, and the “knock and talk” efforts are helpful. She asked whether there is a map showing the areas where tows were done. Chief Gannon agreed to provide a map with citations mapped out. Councilmember Lawrence-Anderson stated she is pleased with the program and feels that it was well-executed for its first year. Saliha Ibrahim, a Youth in Government participant, asked whether residents can get a text notification when their car is towed. Chief Gannon stated residents could sign up for City notifications via text or email for City notifications. He added more information is available on the City’s website. Councilmember Graves stated hand-out cards could be prepared with information about how to sign up for email and text notifications. She added the information could also be included in the citation. Councilmember Ryan stated this issue could be discussed further at a Work Session. Mr. Boganey thanked Chief Gannon and the entire team that worked with the Police Department on this issue. He added this is a great example of City Staff paying special attention to top priorities and keeping the needs of residents at the forefront when developing policies. He stressed the importance of ensuring that focus is on the primary goal of clear, plowable streets. 8. PUBLIC HEARINGS 8a. ORDINANCE AND RESOLUTIONS REGARDING PLANNING COMMISSION APPLICATION 2019-008, EASTBROOK ESTATES (i) PUD/Rezoning (2nd Reading) and Easement Vacation Ms. Beekman reviewed a Planned Unit Development (PUD)/rezoning (2 nd reading) and Easement Vacation for Eastbrook Estates 2 nd Addition, an application from Centra Homes to 07/22/19 -9- DRAFT develop property south of 69 th Avenue N and west of Highway 252. The property is guided for low-density use. Ms. Beekman stated the Economic Development Authority (EDA) approved the development of homes, roads, utilities, and ponding on EDA-owned property in 2018. On July 24, 2019, the City Council approved the Preliminary Final Plat as well as the PUD, which is a rezoning of the property, and a public hearing is required. Ms. Beekman stated the property would be rezoned to PUD R1, with other easement vacations related to Eastbrook Estates. She added this development falls within the goals of the 2040 Comprehensive Plan, which identifies a need for diverse housing options. She noted the proposed 3 and 4-bedroom homes would be a mix of two-story and multi-level with an average sale price of $332,000. Ms. Beekman stated the revised final plat would include the addition of Lots 13 and 14, as well as absorption of Outlot B into Lot 14, and Outlot A into lots 4 and 5. She added the development agreement regulates development rights to the site, and sets up a special taxing district of properties within the subdivision. This will allow for a special assessment of costs associated with the maintenance of a stormwater pond and includes covenants for management and maintenance of the pond to be attached to the deeds of the properties. She noted stormwater treatment features, including an iron-infused filtration basin, will improve stormwater quality downstream. Ms. Beekman stated Centra Homes has indicated that maintenance of the stormwater pond generally falls under the Public Works Department. She added this type of maintenance is not included in Brooklyn Center’s current programming, and the City does not have staffing capacity. She noted Centra had requested the City Council’s discussion and determination on this issue. She reiterated City Staff feels strongly that day-to-day stormwater maintenance should not be City’s responsibility. Councilmember Lawrence-Anderson requested clarification regarding the motion related to stormwater maintenance. Ms. Beekman stated the resolution is written in such a way that City Staff can continue to negotiate that issue. Mayor Elliott requested clarification and guidance from Public Works Director Doran Cote. Public Works Director Doran Cote stated this situation is unique to the community as stormwater requirements were not in place when City was developed. He added stormwater ponds become the responsibility of a homeowner’s association, to collect assessments and handle maintenance. He noted, in this case, the property owners on two of the lots will have an expectation of how the pond will need to be maintained, and a drainage and utility easement will be located on their property. He stated City Staff finds this an acceptable solution. Councilmember Graves asked how much work this type of stormwater maintenance requires. Mr. Cote stated the area would require maintenance such as mowing and pulling weeds, but the City could step in if significant maintenance is required. 07/22/19 -10- DRAFT Councilmember Graves asked whether the addition of the outlots adds to the property values of the lots where they are located. Mr. Cote stated he is unsure, although in his experience ponds and water features are considered an amenity. Councilmember Ryan asked whether homeowners would be assessed if the pond requires significant maintenance, or if the City would absorb the cost. Mr. Cote stated, through the Special Taxing District, the City Council could assess residents of the development. He added the stormwater pond serves this neighborhood and not the community as a whole. Mayor Elliott asked whether there would be any implications for taxing all 30 lots for the stormwater maintenance costs. City Attorney Troy Gilchrist stated stormwater districts are set up specifically to serve an identifiable area that is draining into a stormwater pond or ponds. He added the City Council would review an Ordinance to establish this taxing district to address stormwater issues. He added many communities use this approach as it avoids legal complications that accompany special assessments. The applicant, representing Centra Homes, requested direction from the City Council on this issue. He added Centra’s experience in working with developing communities has been that the City takes on stormwater maintenance as part of public infrastructure for the stormwater system. He expressed concern that making homeowners responsible for long-term stormwater maintenance is problematic as they will not remember, and new owners will not be informed when homes are sold. The applicant stated the cost of installing the stormwater pond is approximately $5,000, and the cost of maintenance is very low. He added it is generally understood that if an association is established for a stormwater pond, the City will get involved at some point in the future anyway. Mr. Boganey stated, in his experience, stormwater ponds in residential neighborhoods are views as an amenity, and residents expect it to be maintained to amenity standards. He added property owners would not be satisfied with the level of maintenance that the City would provide for a stormwater pond. He asked the applicant about annual upkeep and maintenance requirements. The applicant stated the pond would need maintenance every 2-3 years. He added the developer would provide a maintenance schedule and help with education and requirements. Councilmember Graves moved, and Councilmember Ryan seconded to open the Public Hearing. Motion passed unanimously. No one appeared to address this item. Councilmember Lawrence-Anderson moved, and Councilmember Butler seconded to close the Public Hearing. Motion passed unanimously. 07/22/19 -11- DRAFT Mr. Gilchrist stated, in his experience, this situation is generally set up similar to what is being recommended by City Staff. He added he could not recall a situation when a City was asked to take a pond on Day 1. He noted a decision does not obligate the City Council but rather makes it clear that City Staff will not maintain the pond from the outset. Councilmember Graves moved, and Councilmember Butler seconded to adopt RESOLUTION NO. 2019-103 Vacating Certain Easements Associated with the Eastbrook Estates Site Redevelopment, in Connection with the Proposed Final Plat of Eastbrook Estates 2 nd Addition. Motion passed unanimously. Councilmember Graves moved, and Councilmember Lawrence-Anderson seconded to approve Second reading and adopt ORDINANCE NO. 2019-05 Amending Chapter 35 of the City Code of Ordinances regarding the zoning classification of land generally located west of Highway 252, south of 69 th Avenue North, north of 68 th Avenue North, and east of Aldrich Avenue North. Motion passed unanimously. (ii) Revised Final Plat Councilmember Ryan moved, and Councilmember Lawrence-Anderson seconded to adopt RESOLUTION NO. 2019-104 Approving the Revised Final Plat for Eastbrook Estates 2 nd Addition. Motion passed unanimously. (iii) Development Agreement Councilmember Graves moved, and Councilmember Ryan seconded to adopt RESOLUTION NO. 2019-105 Approving a Development Agreement with Centra Homes Relating to the Development of Eastbrook Estates 2 nd Addition. Motion passed unanimously. 9. PLANNING COMMISSION ITEMS 9a. RESOLUTION NO. 2019-106 REGARDING THE RECOMMENDED DISPOSITION OF THE PLANNING COMMISSION APPLICATION NO. 2019- 013 FOR A SITE AND BUILDING PLAN APPROVAL (LOCATED AT 6700 SHINGLE CREEK PARKWAY) Ms. Beekman reviewed a request for site and building plan approval from Medtronic for an addition to their facility at 6700 Shingle Creek Parkway. The applicant, Alliance on behalf of Medtronic, provided a site line study showing Medtronic’s facility and addition about a nearby apartment building. 07/22/19 -12- DRAFT Ms. Beekman stated City Staff requested a noise study, which showed that projected daytime and nighttime noise levels fall within standards for noise in residential districts, per Minnesota Pollution Control Agency (PCA) requirements. She added the City Engineer reviewed the application and found it to comply with erosion control requirements, protections for existing utilities and easements, and Building and Fire Code requirements. Ms. Beekman stated the Planning Commission voted unanimously to support the application at their July 11, 2019 meeting. She added Ross Naylor, representing Alliance, was present to answer questions, and City Staff recommends approval of the site and building plan request. Councilmember Graves asked whether any contaminants will be removed from the facility as part of the building plan. Mr. Naylor stated large pieces of equipment would be dismantled, but normal removal procedures will be followed as part of a separate project. He added the cooling system is water-based so no exhaust or chemicals will be released. Mayor Elliott requested clarification regarding the proposed facility. Rochelle Danielsen, representing Medtronic, stated the Brooklyn Center South building builds batteries to be shipped to device facilities throughout the world. She added the new equipment that will be installed would be more efficient, have better capacity, and a reduction in the use of utilities. Mayor Elliott asked how many employees are employed currently at the site. Ms. Danielsen stated there are approximately 1,000 on the Brooklyn Center South site. Councilmember Lawrence-Anderson stated she is happy that Medtronic is a part of the Brooklyn Center business community. She added she supports anything that can be done to support local businesses. Councilmember Graves asked whether Medtronic employs Brooklynk Interns. Ms. Danielson stated she is unsure whether Medtronic is involved in that program. Ms. Graves stated Medtronic would be a welcome partner in the Brooklynk program, employing youth interns from the community. Mr. Boganey agreed to follow up on that, adding Medtronic is on the list of employers that City Staff plans to contact. Councilmember Ryan stated he agrees with the comments of Councilmember Lawrence- Anderson, adding he is pleased to have a significant employer like Medtronic within the community. Councilmember Ryan moved, and Councilmember Lawrence-Anderson seconded to adopt RESOLUTION NO. 2019-106 Regarding the Recommended Disposition of Planning Commission Application No. 2019-013 for a Site and Building Plan Approval (Located at 6700 Shingle Creek Parkway). Motion passed unanimously. 07/22/19 -13- DRAFT 9b. RESOLUTION NO. 2019-107 REGARDING THE RECOMMENDED DISPOSITION OF THE PLANNING APPLICATION NO. 2019-012 FOR PRELIMINARY AND FINAL PLAT APPROVAL OF THE EMERSON EDA ADDITION (LOCATED AT 5355 AND 5357 EMERSON AVENUE NORTH) Ms. Beekman reviewed a preliminary and final plat for Emerson EDA Addition, with applicant Brett Angell on behalf of the Economic Development Authority (EDA). She added two EDA- owned parcels are requested to be consolidated into a single parcel. She noted the lot sizes are deficient for City zoning and platting requirements, as they are 40 and 44 feet wide. The two lots combined to meet the requirements for a 1-family property, but not a 2-family property under Zoning requirements and are in line with the City’s 2040 Comprehensive Plan and provision of new move-up housing stock. Ms. Beekman stated a requirement of the Request for Proposals (RFP) is that the new home is owner-occupied. The Planning Commission held a public hearing on this case on July 11, 2019, and voted unanimously to recommend the preliminary and final plat for Emerson EDA Addition. Councilmember Lawrence-Anderson stated the EDA purchased 5355 Emerson Avenue for $26,000. She asked what the purchase price was for the other property. Brett Angell, representing the EDA, stated 5357 Emerson was purchased for approximately $45,000. He added a home on the property was damaged by a fire, and the City abated the property. Councilmember Graves moved, and Councilmember Ryan seconded to adopt RESOLUTION NO. 2019-107 Regarding the Recommended Disposition of the Planning Application No. 2019- 012 for Preliminary and Final Plat Approval of the Emerson EDA Addition (Located At 5355 And 5357 Emerson Avenue North). Motion passed unanimously. 9c. RESOLUTION NO. 2019-108 REGARDING THE RECOMMENDED DISPOSITION OF THE PLANNING APPLICATION NO. 2019-010, FOR REZONING, SPECIAL USE PERMIT, AND SITE & BUILDING PLAN APPROVAL (LOCATED AT 5300 DUPONT AVENUE NORTH) Ms. Beekman reviewed a request for rezoning, Special Use Permit, and Site and Building Plan approval for Christy’s Auto Service, 5300 Dupont Avenue N. The applicants, Lori, and James Dean, want to expand their existing auto service center to add office space, a new bathroom, and indoor storage. The property is currently zoned Residential and must be rezoned to accommodate the addition. Ms. Beekman stated the business has operated for over 75 years as an auto repair shop in the Bellevue neighborhood. She added the Planning Commission held a public hearing on July 11, 2019, for which notices were sent to nearby properties. She noted the original notice was to 07/22/19 -14- DRAFT rezone the property to C1, but it has been decided that C2 is more appropriate and a Special Use Permit is required. Ms. Beekman stated the property was zoned Commercial in the City’s last two Comprehensive Plans, but on the 1972 zoning map, the property is zoned R2. City Staff was unable to determine the conditions under which rezoning occurred. Ms. Beekman stated City staff feels that continued operation of the auto repair shop will be a benefit for the neighborhood, especially with expanded storage, and the proposed addition would not extend outside the existing building size. Conditions of approval include a requirement for a fire sprinkler system and ADA-compliant parking spaces. Ms. Beekman stated an adjacent homeowner had concerns about conditions on the site, drainage from the site, and bright lights shining onto their property. There was a discussion at the Planning Commission meeting regarding whether these issues could be mitigated during construction and renovation. Ms. Beekman stated City Staff recommends amendments to the Resolution, including installation of gutters, replacement of the chain link fence to opaque fencing, and replacement of nonconforming light fixtures. She added the applicants have agreed to work with adjacent neighbors and City Staff to address areas of concern. Mayor Elliott welcomed the applicants, James and Lori Dean, and invited them to address the City Council. Mr. Dean stated he and his wife are proud of their establishment and take care of their property. He added they want it to stay in good shape and continue to improve for customers and employees, as well as the community. Councilmember Ryan stated the Deans had made significant aesthetic improvements to the site since they took it over. He added a small business operation like Christy’s serves a real need within the neighborhood as well as the community. He noted he hopes the City Council will act favorably to support Christy’s Auto Service. Councilmember Lawrence-Anderson stated she supports this request and recognition for Christy’s Auto Service. She added she met the applicants through the Brooklyn Center Business Association. She noted anything the City Council can do to help local businesses will always have her support. Mayor Elliott stated Christy’s had become a landmark for him as he lives in the neighborhood, and it is an important neighborhood amenity. He added the City does not have enough of those types of businesses. Ms. Dean thanked the City Council for their kind words and support. She added it has always been their dream to be able to own their business, and she and her husband hope to increase and expand their operations while continuing to be good neighbors within the community. 07/22/19 -15- DRAFT Councilmember Graves moved, and Councilmember Lawrence-Anderson seconded to adopt RESOLUTION NO. 2019-108 to approve Planning Commission Application No. 2019-010 for Rezoning, Special Use Permit, and Site & Building Plan Approval for the Subject Property Located at 5300 Dupont Avenue North, based on the Findings of Fact and Submitted Plans, as Amended by the Conditions of Approval in the Resolution. Motion passed unanimously. Councilmember Lawrence-Anderson moved, and Councilmember Ryan seconded to approve First Reading of Ordinance Amending Chapter 35 of the Zoning Code of Ordinances Regarding the Zoning Classification of 5300 Dupont Avenue North and Set the Second Reading and Public Hearing for August 12, 2019. Motion passed unanimously. 10. COUNCIL CONSIDERATION ITEMS 10a. FIRST READING OF AN ORDINANCE AUTHORIZING A STUDY AND PLACING A MORATORIUM ON DEVELOPMENT OF PROPERTIES WITHIN THE OPPORTUNITY SITE Ms. Beekman reviewed a proposed study and moratorium related to properties within the Opportunity Site. She stated work was begun in early 2019 to update the Opportunity Site Master Plan, an area approximately 81 acres in size. She added land use guidance for the area is Transit-Oriented Development (TOD) and Commercial Mixed Use. She noted a Master Plan and framework are being developed, and anticipated uses include housing, recreation, a mix of retail and commercial uses. Ms. Beekman stated the interim moratorium would allow time to complete the Master Plan and adopt regulatory changes. She added a public hearing second reading had been scheduled for August 12, 2019, and notification would be mailed to property owners that are affected by the moratorium. Ms. Beekman stated the moratorium would be no more than 12 months as specified by State Statute. She added the City Council has the authority to lift the moratorium before that time. She noted City Staff recommends City Council approval of the First Reading, authorizing the study and placing the moratorium. Mayor Elliott asked when the notice will be sent to property owners. Ms. Beekman stated notice would be sent this week, as the State Statute notice requirement for public hearings is ten days. Councilmember Graves moved, and Councilmember Ryan seconded to approve First Reading of Ordinance Authorizing a Study and Placing a Moratorium on the Development of Properties Located within the Opportunity Site and Calling for a Public Hearing and Second Reading to Occur on August 12, 2019. 07/22/19 -16- DRAFT Motion passed unanimously. 11. COUNCIL REPORT The City Council agreed to forego their Reports in the interests of time. 12. ADJOURNMENT Councilmember Graves moved, and Councilmember Ryan seconded adjournment of the City Council meeting at 10:07 p.m. Motion passed unanimously. 07/22/19 -1- DRAFT MINUTES OF THE PROCEEDINGS OF THE CITY COUNCIL/ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN CENTER IN THE COUNTY OF HENNEPIN AND THE STATE OF MINNESOTA WORK SESSION JULY 22, 2019 CITY HALL – COUNCIL CHAMBERS CALL TO ORDER The Brooklyn Center City Council/Economic Development Authority (EDA) met in Work Session called to order by Mayor/President Mike Elliott at 10:30 p.m. ROLL CALL Mayor/President Mike Elliott and Councilmembers/Commissioners Marquita Butler, April Graves, Kris Lawrence-Anderson, and Dan Ryan. Also present were City Manager Curt Boganey, Deputy City Manager Reggie Edwards, Director of Fiscal & Support Services Nate Reinhardt, Director of Public Works Doran Cote, Community Development Director Meg Beekman, Business and WorkForce Development Coordinator Brett Angell, City Attorney Troy Gilchrist, and Mary Mullen, TimeSaver Off Site Secretarial, Inc. DISCUSSION OF AGENDA ITEMS City Manager Curt Boganey stated he would like to add a fourth item to the Work Session Agenda, to discuss a potential City Council/City Staff trip to Charlotte, North Carolina. Councilmember/Commissioner Graves asked whether any Work Session items could be tabled due to the late hour. Community Development Director Meg Beekman stated, regarding Agenda Item 1, Zoning Code Task Force Charter Discussion, the Task Force members have been informed that this would be discussed by the City Council/EDA at this meeting. She added the Zoning Code Task Force Charter is a work plan that has been provided by consultants to move forward with implementation of Zoning Code amendments. Ms. Beekman stated, regarding Agenda Item 2, Opportunity Site Community Engagement, she has met with community organizations, and a kick-off group meeting is scheduled in two weeks. She requested the City Council/EDA’s feedback and comments regarding the formation of a community-based steering committee. She noted no other action is necessary. Councilmember/Commissioner Lawrence-Anderson asked whether the kick-off meeting could be pushed out to three weeks, to allow for City Council/EDA discussion on this issue at the next meeting. 07/22/19 -2- DRAFT Mr. Boganey agreed, adding there are no hard deadlines. CITY COUNCIL/EDA RETREAT Mr. Boganey stated Councilmember/Commissioner Butler has indicated that she is unable to attend either the City Council/EDA retreat dates of August 30-31, 2019 or alternative dates of September 20-21, 2019 that were agreed upon by the City Council/EDA. He requested City Council/EDA discussion regarding new dates and alternative dates. He noted the retreat facilitator had recommended a 6-hour session on Friday and a morning session on Saturday that would end by noon. It was the majority consensus of the City Council/EDA to hold the City Council/EDA retreat on August 16-17, 2019 from 12:00 – 6:00 p.m. on Friday and 9:00 a.m. – noon or 1:00 p.m. on Saturday. POTENTIAL CITY COUNCIL/EDA/CITY STAFF VISIT TO CHARLOTTE, NC Mr. Boganey stated Bob Lux of Alatus, developer of the Opportunity Site, is trying to plan an exploratory visit to the U.S. National Whitewater Center in Charlotte, North Carolina. He added Mr. Lux is considering whether a similar facility would be feasible on the Opportunity Site, and whether to include it in the proposal. He noted Mr. Lux has been in communication with the non-profit agency that manages the facility. Mr. Boganey stated the developer intends to visit the facility on August 2 or 3, 2019, and the facility management company has invited the City Council/EDA as well. Mr. Boganey recommended that the Economic Development Authority (EDA) should see the facility, which might be a very meaningful amenity in Brooklyn Center in terms of impact and value. Mr. Boganey stated the developer is in the early stages of determining financial feasibility. He added City Staff is available to visit the site, and if the City Council/EDA cannot attend, another possible visit can be scheduled. Councilmember/Commissioner Lawrence-Anderson stated she supports having Mr. Boganey and Ms. Beekman go to Charlotte and vet the facility, which is a more viable and affordable option that the City Council/EDA is going as well. She added City Staff could take lots of photos and provide a recommendation to the City Council/EDA based upon their visit. Mr. Boganey agreed but added he would recommend that the City Council/EDA should visit the facility before a final decision is made. Councilmember/Commissioner Ryan stated he supports the idea of visiting the center. He added this is an important, exciting opportunity and could be another destination venue like TopGolf. Councilmember/Commissioner Graves stated she supports a City Staff visit to the facility, and also if any other Councilmember/Commissioner wants to go. She added another trip could be planned. 07/22/19 -3- DRAFT Mayor/President Elliott requested that City Staff provide some information regarding the costs associated with a visit to the facility. ADJOURNMENT The City Council/Economic Development Authority Work Session was adjourned at 10:50 p.m. COU N C IL ITEM MEMOR ANDUM DAT E:8/12/2019 TO :C urt Boganey, C ity Manager T HR O UG H:N/A F R O M:Alix Bentrud, Deputy C ity C lerk S UBJ EC T:Approval of Licens es Requested Council Action: - M otion to approve licenses as presented. Background: T he following bus inesses/pers ons have applied for C ity licens es as noted. Eac h busines s /person has fulfilled the requirements of the C ity O rdinanc e governing respec tive lic enses, submitted appropriate applic ations , and paid proper fees . Applicants for rental dwelling licenses are in compliance with C hapter 12 of the City Code of O rdinances, unless comments are noted below the property address on the attached rental report. G A R B A G E H A U L ER S Dic k's S anitation 8984 215th S treet West Lakeville MN 55044 M EC H A N I C A L L I C EN S ES Air Express, Inc 1010 118th Ave NE, Blaine, 55434 All C limate Mec hanical 7944 University Ave NE, F ridley, 55432 Armstrong P lumbing LLC 1327 2nd Ave, Newport, 55055 C entraire Htg & A/C , Inc . 6811 Washington Ave S , Edina, 55439 C omfort Matters Htg & C ooling, Inc 18071 Territorial R d, Maple G rove, 55369 Elander Mechanic al Inc 645 S henandoah Dr., S hakopee, 55379 G V Heating and Air 5182 Wes t Broadway, C rystal, 55429 T E MP O R ARY GAMB LIN G LIC E N S E MN Trucking As s ociation S ept. 16 6420 C amden Ave N Brooklyn C enter, 55430 C hurc h of S t. Alphonsus S ept. 27-29 7025 Halifax Ave N Brooklyn C enter, 55430 S trategic Priorities and Values: S afe, S ecure, S table C ommunity AT TAC HME N T S: Desc ription Upload Date Type R ental C riteria 5/22/2019 Bac kup Material 8-12-19 R entals 8/7/2019 Bac kup Material Page 2 of 2 b.Police Service Calls. Police call rates will be based on the average number of valid police calls per unit per year. Police incidences for purposes of determining licensing categories shall include disorderly activities and nuisances as defined in Section 12-911, and events categorized as Part I crimes in the Uniform Crime Reporting System including homicide, rape, robbery, aggravated assault, burglary, theft, auto theft and arson. Calls will not be counted for purposes of determining licensing categories where the victim and suspect are “Family or household members” as defined in the Domestic Abuse Act, Minnesota Statutes, Section 518B.01, Subd. 2 (b) and where there is a report of “Domestic Abuse” as defined in the Domestic Abuse Act, Minnesota Statutes, Section 518B.01, Subd. 2 (a). License Category Number of Units Validated Calls for Disorderly Conduct Service & Part I Crimes (Calls Per Unit/Year) No Category Impact 1-2 0-1 3-4 units 0-0.25 5 or more units 0-0.35 Decrease 1 Category 1-2 Greater than 1 but not more than 3 3-4 units Greater than 0.25 but not more than 1 5 or more units Greater than 0.35 but not more than 0.50 Decrease 2 Categories 1-2 Greater than 3 3-4 units Greater than 1 5 or more units Greater than 0.50 Property Code and Nuisance Violations Criteria License Category (Based on Property Code Only) Number of Units Property Code Violations per Inspected Unit Type I – 3 Year 1-2 units 0-2 3+ units 0-0.75 Type II – 2 Year 1-2 units Greater than 2 but not more than 5 3+ units Greater than 0.75 but not more than 1.5 Type III – 1 Year 1-2 units Greater than 5 but not more than 9 3+ units Greater than 1.5 but not more than 3 Type IV – 6 Months 1-2 units Greater than 9 3+ units Greater than 3 Pr o p e r t y   A d d r e s s Dw e l l i n g Ty p e Re n e w a l or   I n i t i a l Ow n e r Pr o p e r t y Co d e Vi o l a t i o n s Li c e n s e Ty p e Po l i c e C F S   * Final License Type **Previous License Type *** 13 0 2 ,   1 3 0 8   6 9 t h   A v e   N Ca r r i n g t o n   D r   A p t s Mu l t i   4   B l d g   12 7 u n i t s In i t i a l S t e v e   P l o t z 22 8   1. 8   p e r   u n i t II I N / A I I I 51 3 9   F r a n c e   A v e   N Tw o   F a m i l y 1  u n i t In i t i a l G r e g o r y   S c a r t h   R o e l l e   J r 2 I N / A I 13 4 0   6 8 t h   L a   N S i n g l e I n i t i a l J i n   L i 0 I N / A I 67 2 5   C o l f a x   A v e   N S i n g l e I n i t i a l N a n c y   Y a n g   / K a y o   I n v e s t m e n t s 6 I I I N /A I I I 58 2 7   E w i n g   A v e   N S i n g l e I n i t i a l J u a n   C a r l o s   Q u i t o   V i l l a 8 I I I N / A I I I 13 0 0   6 7 t h   A v e   N Br o o k s i d e   M a n o r Mu l t i   5   B l d g   90   U n i t s Re n e w a l Ro g e r   &   E l i z a b e t h   F a m i l y   Pr o p e r t i e s   L L C 44 4   4. 9   p e r   u n i t IV 4  V a l i d  . 0 4   p e r   u n i t 11 / 1 0 / 1 8   B u r g l a r y 11 / 2 5 / 1 8   A u t o   t h e f t   3/ 2 / 1 9   T h e f t   7/ 1 6 / 1 9   A u t o   T h e f t IV II 65 1 1   H u m b o l d t   A v e   N Th e   P i n e s Mu l t i   2 B l d g  1 0 2   U n i t s Re n e w a l T h e   P i n e s   N o r t h   L L C 96 .9   p e r   u n i t II 18   V a l i d .1 8   p e r   u n i t   11 / 1 2 / 1 8   T h e f t 11 / 3 0 / 1 8   B u r g l a r y 12 / 2 4 / 1 8   D i s u r b a n c e 12 / 3 0 / 1 8   D i s t u r b a n c e 2/ 6 / 1 0   A u t o   T h e f t 2/ 2 2 / 1 9   T h e f t 3/ 2 1 / 1 9   A u t o   T h e f t 4/ 8 / 1 9   A u t o   T h e f t 4/ 9 / 1 9   T h e f t 4/ 1 2 / 1 9   A u t o   T h e f t 4/ 2 0 / 1 9   D i s t u r b a n c e 5/ 2 0 / 1 9   V a n d a l i s m 5/ 2 4 / 1 9   D i s t u r b a n c e 6/ 3 / 1 9   T h e f t 6/ 5 / 1 9   V a n d a l i s m 6/ 7 / 1 9   T h e f t 7/ 3 0 / 1 9   A r s o n 8/ 3 / 1 9   B u r g l a r y II I Re n t a l   L i c e n s e s   f o r   C o u n c i l   A p p r o v a l   o n   A u g u s t   1 2 ,   2 0 1 9 Pr o p e r t y   A d d r e s s Dw e l l i n g Ty p e Re n e w a l or   I n i t i a l Ow n e r Pr o p e r t y Co d e Vi o l a t i o n s Li c e n s e Ty p e Po l i c e C F S   * Final License Type **Previous License Type *** Re n t a l   L i c e n s e s   f o r   C o u n c i l   A p p r o v a l   o n   A u g u s t   1 2 ,   2 0 1 9 68 0 7   H u m b o l d t   A v e   N Hu m b o l d t   C o u r t Mu l t i   3   B l d g   3 6   Un i t s Re n e w a l M i n d y   J a n e   B r u m m e r 62   1. 7   p e r   u n i t II I 9  V a l i d  . 2 5   p e r   u n i t 12 / 5 / 1 8   A u t o   T h e f t 12 / 9 / 1 8   V a n d a l i s m 12 / 1 4 / 1 8   A u t o   T h e f t 1/ 1 4 / 1 9   D i s t u r b a n c e 1/ 2 1 / 1 9   A u t o   T h e f t 1/ 2 8 / 1 9   A u t o   T h e f t 4/ 2 7 / 1 9   T h e f t 6/ 7 / 1 9   A u t o   T h e f t 7/ 5 / 1 9   V a n d a l i s m III II 42 1 6   L a k e b r e e z e   A v e Mu l t i   1   B l d g 4  u n i t s Re n e w a l D a n i e l   T a n 13 3. 2 5   p e r   u n i t IV 1  v a l i d .2 5   p e r   u n i t    9 / 1 8 / 1 8 di s t u r b i n g   p e a c e IV III 58 0 0 ,   5 8 3 0   L o g a n   A v e   N Th e   L i l a c s Mu l t i   2   B l d g 22   U n i t s Re n e w a l F a r n a z   T o u s s i 25 1. 1   p e r   u n i t II 0 I I I 39 0 6   5 2 n d   A v e   N S i n g l e R e n e w a l R a n d y   H a m m o n d 0 I 0 I I I 20 1 2   5 5 t h   A v e   N S i n g l e R e n e w a l I H 3   P r o p e r t y   I l l i n o i s   L P 1 1 I V 0 I V I I 39 1 2   6 1 s t   A v e   N S i n g l e R e n w a l N a z e e n   K h a t o o n 7 I I I 0 I I I I I I 42 1 2   6 1 s t   A v e   N S i n g k e R e n e w a l   J o h n   H o s t e t l e r 1 I 0 I I I I 29 1 8   6 5 t h   A v e   B S i n g l e R e n e w a l H o n g   Y a n g 0 I 0 I I I I 40 1 3   6 5 t h   A v e   N S i n g l e R e n e w a l G a o   Q i a n g   L i u   /   S a m   Y e n   L i e w 1 I 0 I I I 50 4 3   B r o o k l y n   B l v d S i n g l e R e n e w a l T H R   P r o p e r t y   I l l i n o i s 0 I 0 I I I 66 0 0     D u p o n t S i n g l e R e n e w a l T h o m a s   L e e 1 0 I V 0 I V I 57 1 5   E m e r s o n   A v e   N S i n g l e R e n e w a l M y   T r u a n g 5 I I 0 I I I V 20 1 2   E r i c o n   D r S i n g l e R e n e w a l K r i s t i n a   C o r y e l l 9 I I I 0 I I I I I 60 0 7   G i r a r d   A v e   N S i n g l e R e n e w a l B e n   C l e v e   D o s s s m a n   I V 1 1 I V 0 I V I 56 3 1   H i l l s v i e w   R d S i n g l e R e n e w a l K e n t   L e F e v r e 6 I I I 0 I I I I I 56 3 6   H u m b o l d t   A v e   N S i n g l e R e n e w a l G a o   Q i a n g   L i u   /   S a m   Y e n   L i e w 5 I I 0I I I I 42 0 7   L a k e s i d e     # 3 2 0 S i n g l e R e n e w a l H e i n z   P o l l i n g e r 2 I 0 I I 56 4 2   L o g a n   A v e   N S i n g l e R e n e w a l M N S F   I I   W 1   L L C 1 1 I V 0 I V I V 70 0 6   M o r g a n   A v e   N S i n g l e R e n e w a l H e s h e m   A b d e l   H a k i m 1 7 I V 0 I V I I I 72 2 4   N o b l e   A v e   N S i n g l e R e n e w a l Q u o e   A i   N g u y e n 5 I I 0 I I I I I 64 0 0   U n i t y   A v e   N S i n g l e R e n e w a l M i c h e l l e   V u e 9 I I I 0 I I I I I 80 1   W o o d b i n e   L a S i n g l e R e n e w a l M a i   Y i a   C h a n g 4 I I 0 I I I Pr o p e r t y   A d d r e s s Dw e l l i n g Ty p e Re n e w a l or   I n i t i a l Ow n e r Pr o p e r t y Co d e Vi o l a t i o n s Li c e n s e Ty p e Po l i c e C F S   * Final License Type **Previous License Type *** Re n t a l   L i c e n s e s   f o r   C o u n c i l   A p p r o v a l   o n   A u g u s t   1 2 ,   2 0 1 9 61 0 1   X e r x e s   A v e   N S i n g l e R e n e w a l G o v a n   S i n g h 1 1 I V 0 I V I V *  C F S   =   C a l l s   F o r   S e r v i c e   f o r   R e n e w a l   L i c e n s e s   O n l y   ( I n i t i a l   L i ce n s e s   a r e   n o t   a p p l i c a b l e   t o   c a l l s   f o r   s e r v i c e   a n d   w i l l   b e   l i s t ed   N / A . ) **   L i c e n s e   T y p e   B e i n g   I s s u e d ** *   I n i t i a l   l i c e n s e s   w i l l   n o t   s h o w Al l   p r o p e r t i e s   a r e   c u r r e n t   o n   C i t y   u t i l i t i e s   a n d   p r o p e r t y   t a x e s Ty p e   1   =   3   Y e a r         T y p e   I I   =   2   Y e a r             T y p e   I I I   =   1   Y e a r COU N C IL ITEM MEMOR ANDUM DAT E:8/12/2019 TO :C urt Boganey, C ity Manager T HR O UG H:Dr. R eggie Edwards , Deputy C ity Manager F R O M:Barb S uciu, C ity C lerk S UBJ EC T:An O rdinance Amending C hapter 7 S ection 7.10 of the Brooklyn C enter C ity C harter Requested Council Action: - Approve the first reading and setting the second reading and public hearing for S eptember 9, 2019, for an O rdinance Amending C hapter 7.10 of the B rooklyn C enter H ome R ule C harter Background: At its July 18, 2019, C harter C ommis s ion meeting, an amendment was approved regarding C hapter 7, S ec tion 10 of the Brooklyn C enter Home R ule C harter C ommission. T he amendment reflec ts how disburs ements from the C ity are made. T he propos ed amendments remove the word "check", and replaces it with payment or disburs ement. Not all payments from the C ity are in c hec k form s o this amendment will reflect ac tual proc es s es . Attached is an ordinance amending the C ity C harter for C ouncil cons ideration. Budget Issues: No budget impac t at this time. S trategic Priorities and Values: O perational Exc ellenc e AT TAC HME N T S: Desc ription Upload Date Type C harter Information 8/7/2019 Bac kup Material O rdinance 8/8/2019 Bac kup Material BROOKLYN CENTER HOME RULE CHARTER COMMISSION July 28th, 2019 Curt Boganey City Manager City of Brooklyn Center 6301 Shingle Creek Pkwy. Brooklyn Center, MN 55430 Re: Transmittal of Recommended Amendments to the City Charter Dear Mr. Boganey: The purpose of this letter is to transmit to the Brooklyn Center City Council a proposed amendment to the Brooklyn Center City Charter. The enclosed recommended amendment is being forwarded for consideration for adoption by ordinance pursuant to Minnesota Statutes, section 410.12, subdivision 7 and Section VIII(B)(3)(a) of the Charter Commission’s Rules of Procedures (“Rules”). The recommended amendment was accepted by a 2/3 affirmative vote of the actual membership (with never less than eight affirmative votes) of the Charter Commission as required by Section VIII(B)(1) of the Rules and are being transmitted as separate recommendations the City Council may act on individually or jointly. The Charter Commission understands the City will draft one or more ordinances as needed to address the recommended amendment and will act on them within the timelines established in Minnesota Statutes, section 410.12, subdivision 7. Please feel free to contact me if there are any questions or if you would like me to provide additional information regarding the Charter Commission’s reasons behind the recommended amendment. Sincerely, Mark Goodell Chairperson Enclosure – Recommended Amendment #1 BROOKLYN CENTER HOME RULE CHARTER COMMISSION RECOMMENDED CHARTER AMENDMENT The Brooklyn Center Home Rule Charter Commission hereby transmits the following recommended amendment to the City Charter for consideration and action by the City Council by ordinance pursuant to Minnesota Statutes, section 410.12, subdivision 7. Recommended Amendment #1 Chapter 7, Section 7.10, of the City Charter of the City of Brooklyn Center is hereby amended by deleting the stricken material and adding the double underlined material as follows: Section 7.10. DISBURSEMENTS. HOW MADE. No disbursements of City funds shall be made except by means as allowed in MN statutes. Payments made by check must bearing the actual or facsimile signature of the City Manager and the Treasurer. Such checks shall bear a statement Each disbursement shall specifying the purposes for which the disbursement is made and the fund from which it is drawn, or a check payment register shall be prepared and maintained which shall contain the aforementioned information. No such check payment shall be issued made until there is money to the credit of the fund from which it is to be paid, sufficient to pay it together with all outstanding encumbrances upon the fund. No such check payment shall be issued made until the claim to which it relates has been supported by an itemized bill, payroll, or time sheet, or contract approved and signed by the responsible City officer who vouches for its correctness and reasonableness. The City Manager shall note on each contract requiring the payment of money by the City the particular fund out of which it is to be paid. The Council may by ordinance make further regulations for the safekeeping and disbursement of the funds of the City. Submitted to the City this 28th day of July 2019. BY THE CHARTER COMMISSION __________________________________ Mark Goodell, Chairperson ______________________________ Kathryn Ellgren, Secretary CITY OF BROOKLYN CENTER Notice is hereby given that a Public Hearing will be held on the 9th day of September, 2019, at 7 p.m. or as soon thereafter as the matter may be heard at the City Hall, 6301 Shingle Creek Parkway, to consider an ordinance amending Chapter 7 of the Brooklyn Center City Charter; Section 7.10. Auxiliary aids for persons with disabilities are available upon request at least 96 hours in advance. Please contact the City Clerk at 763-569-3300 to make arrangements. ORDINANCE NO. _______________ AN ORDINANCE AMENDING CHAPTER 7 SECTION 7.10 OF THE BROOKLYN CENTER CITY CHARTER THE CITY COUNCIL OF THE CITY OF BROOKLYN CENTER DOES ORDAIN AS FOLLOWS: Section 1 . Chapter 7, Section 7.10 of the City Charter of the City of Brooklyn Center is hereby amended by deleting the stricken material and adding the double underlined material as follows: Section 7.10. DISBURSEMENTS. HOW MADE. No disbursements of City funds shall be made except by means as allowed in Minnesota statutes. Payments made by check must bearing the actual or facsimile signature of the City Manager and the Treasurer. Such checks shall bear a statement Each disbursement shall specifying the purposes for which the disbursement is made and the fund from which it is drawn, or a check payment register shall be prepared and maintained which shall contain the aforementioned information. No such check payment shall be issued made until there is money to the credit of the fund from which it is to be paid, sufficient to pay it together with all outstanding encumbrances upon the fund. No such check payment shall be issued made until the claim to which it relates has been supported by an itemized bill, payroll, or time sheet, or contract approved and signed by the responsible City officer who vouches for its correctness and reasonableness. The City Manager shall note on each contract requiring the payment of money by the City the particular fund out of which it is to be paid. The Council may by ordinance make further regulations for the safekeeping and disbursement of the funds of the City. Section 2 . This ordinance shall be effective after adoption and ninety (90) days following its legal publication. Adopted this________ day of ______________, 2019. Mayor ATTEST: City Clerk ORDINANCE NO. _______________ Date of Publication: Effective Date: (Strikeout indicates matter to be deleted, double underline indicates new matter.) COU N C IL ITEM MEMOR ANDUM DAT E:8/12/2019 TO :C urt Boganey, C ity Manager T HR O UG H:N/A F R O M:Doran M. C ote, P.E., Direc tor of P ublic Works S UBJ EC T:R esolution Acc epting Work P erformed and Authorizing F inal P ayment, Improvement P rojec t Nos . 2017-01, 02, 03, 04 and 07, Evergreen P ark Area S treet, S torm Drainage, Utility, Trail and P arking Lot Improvements Requested Council Action: It is recommend ed that the C ity C ounc il ap p ro ve the res o lutio n ac cepting work performed and authorizing final payment, Imp ro vement P rojec t Nos. 2017-01, 02, 03, 04 and 07, Evergreen P ark Area S treet, S to rm Drainage, Utility, Trail and P arking Lot Improvements. Background: O n March 27, 2017, the C ity C ounc il award ed Improvement P rojec t Nos . 2017-01, 02, 03, 04 and 07 to Ryan C ontracting C ompany of Elko, Minnesota fo r cons tructio n of the Evergreen P ark Area S treet, S torm Drainage, Utility, Trail and P arking Lo t Improvements. Ryan C o ntracting C ompany has s uc cessfully completed the cons truction work and is requesting final payment for the projec t. Budget Issues: T he o riginal c ontrac t amo unt with Ryan C o ntracting C ompany for the p ro ject imp ro vements was $7,565,719.04. T he to tal value o f work certified for final p ayment is $7,342,060.86. T he to tal projec t c os t inc luding c o ntingenc ies /adminis tratio n/engineering/legal is $8,297,480.39 and was completed 12.5 perc ent under budget in the amount of $1,180,976.55. T he attached resolution provides a s ummary of the final amended c os ts and funding sources for the project. S trategic Priorities and Values: Key Transportation Inves tments AT TAC HME N T S: Desc ription Upload Date Type R esolution 8/1/2019 R es olution Letter Member introduced the following resolution and moved its adoption: RESOLUTION NO. _______________ RESOLUTION ACCEPTING WORK PERFORMED AND AUTHORIZING FINAL PAYMENT, IMPROVEMENT PROJECT NOS. 2017-01, 02, 03, 04 AND 07, EVERGREEN PARK AREA STREET, STORM DRAINAGE, UTILITY, TRAIL AND PARKING LOT IMPROVEMENTS WHEREAS, pursuant to a written contract signed with the City of Brooklyn Center, Minnesota, Ryan Contracting Company of Elko, Minnesota has completed the following improvements in accordance with said contract: Improvement Project Nos. 2017-01, 02, 03, 04 and 07, Evergreen Park Area Street, Storm Drainage, Utility, Trail and Parking Lot Improvements NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Brooklyn Center, Minnesota, that 1. Final payment shall be made on Improvement Project Nos. 2017-01, 02, 03, 04 and 07, Evergreen Park Area Street, Storm Drainage, Utility, Trail and Parking Lot Improvements, taking the contractor’s receipt in full. The total amount to be paid for said improvements under said contract shall be $7,342,060.86. 2. The estimated project costs and revenues are hereby amended as follows: COSTS As Original Award As Final Contract $7,565,719.04 $7,342,060.86 Lighting $ 97,737.90 $ 97,737.90 Contingency $ 768,000.00 $ 70,525.01 Subtotal Construction Cost $8,431,456.94 $7,510,323.77 Admin/Legal/Engr. $1,047,000.00 $ 787,156.62 Total Estimated Project Cost $9,478,456.94 $8,297,480.39 RESOLUTION NO. _______________ REVENUES As Original Award As Final Street Assessment $1,106,637.00 $1,106,637.00 Storm Drainage Assessment $ 316,260.29 $ 316,260.29 Sanitary Sewer Utility $1,448,775.00 $1,258,759.71 Water Utility Fund $1,873,492.00 $1,608,636.90 Storm Drainage Utility Fund $1,458,534.71 $ 924,101.72 Street Light Utility $ 118,737.90 $ 107,970.94 Municipal State Aid (MSA) Fund $ 476,500.00 $ 457,832.94 Street Reconstruction Fund $2,462,450.74 $2,339,455.50 Capital Projects Fund $ 203,178.30 $ 165,745.39 CenterPoint Energy $ 13,051.00 $ 12,080.00 Miscellaneous (plan Sales) $ 840.00 $ 0.00 Total Estimated Revenue $9,478,456.94 $8,297,480.39 August 12, 2019 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. COU N C IL ITEM MEMOR ANDUM DAT E:8/12/2019 TO :C urt Boganey, C ity Manager T HR O UG H:N/A F R O M:Nate R einhardt, F inance Director S UBJ EC T:R esolution C alling for a P ublic Hearing on P ropos ed S pec ial As s es s ments for Delinquent P ublic Utility S ervic e Acc ounts Requested Council Action: - M otion to approve a resolution callin g a p u b lic hearing for M on d a y, S ep tember 9, 2019 on proposed special assessments for delinquent public utility service accounts. Background: O ne o f the C ity’s metho d s for c o llec ting unpaid utilities is to as s es s them to the property s erved by the utility. Under Minnes o ta S tatutes (M.S . 444.075, S ub d . 3f) munic ip alities are allo wed to certify unp aid utilities to the property taxes for the parcel s erved by the utility. C ity C o d e S ec tio n 4-105 confirms the C ity’s expec tation that this method of c ollection will be us ed for delinquent, unpaid utility charges. F or the F all As s es s ment of 2019, acc o unts inc luded in the preliminary as s es s ment roll attached to this memorandum inc lude tho s e d elinquent and unp aid as of June 30, 2019. T his list is s o rted and presented by the addres s number of the cus tomer. T his year there are 830 acc o unts totaling $554,027 in unp aid utility charges and penalties . T his compares with 837 acc ounts totaling $563,664, at this point of the year, in 2018. With the adoptio n of this res o lutio n, a letter will b e s ent to eac h o f thes e acc o unts informing them of the amount d ue o n their ac count, the potential as s es s ment of the amount to their p ro p erty taxes , and informing them o f the P ublic Hearing lo catio n, d ate and time. F ollowing the P ublic Hearing on S eptemb er 9, 2019 the C ouncil will b e as ked to c ons id er a resolution c ertifying o verdue, unp aid ac c ounts fo r assessment agains t 2020 property taxes. Budget Issues: T here are no exc eptional budget issues . T hese amounts were previous ly owed. S trategic Priorities and Values: S afe, S ecure, S table C ommunity AT TAC HME N T S: Desc ription Upload Date Type R esolution S etting P ublic Hearing for Delinquent Utility S pecial Assessments 8/5/2019 R es olution Letter Delinquent UB C ertific ation Listing 8/5/2019 Exhibit Member introduced the following resolution and moved its adoption: RESOLUTION NO. _______________ RESOLUTION CALLING FOR A PUBLIC HEARING ON PROPOSED SPECIAL ASSESSMENTS FOR DELINQUENT PUBLIC UTILITY SERVICE ACCOUNTS BE IT RESOLVED by the City Council of the City of Brooklyn Center that: 1. A hearing shall be held on the 9th day of September 2019, in City Hall at 7:00 PM or as soon thereafter as the matter may be heard, to pass upon the proposed assessments for Delinquent Public Utility Service Accounts. 2. The City Clerk, with the assistance of the Finance Director, shall forthwith prepare assessment rolls for the above charges and shall keep them on file and open to inspection by any interested persons. 3. The City Clerk is directed to cause a notice of the Public Hearing on the proposed assessment to be published once in the official newspaper at least two weeks prior to the hearing. 4. The City Clerk shall cause mailed notice to be given to the owner of each parcel described in such assessment rolls not less than two weeks prior to the hearing. 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. Levy # Property ID # Service Address Certification  Balance 20164 3611921330015 1100 62ND AVE N $971.46 20164 3611921330063 1201 63RD LA N $929.29 20164 3611921330072 1239 63RD LA N $208.04 20164 0111821320030 1300 55TH AVE N $241.71 20164 0311821410040 1300 SHINGLE CREEK XING STE 112 $866.87 20164 2511921320043 1301 72ND AVE N $942.14 20164 3611921220064 1313 68TH LN N $148.39 20164 3611921220065 1317 68TH LN N $205.75 20164 3611921220090 1328 68TH LN N $867.93 20164 0111821230007 1400 57TH AVE N $1,071.71 20164 2611921440059 1511 71ST AVE N $1,088.07 20164 3511921110027 1543 HUMBOLDT PL N $857.66 20164 3511921110044 1600 68TH LN N $482.46 20164 3511921110056 1601 67TH LN N $943.50 20164 3511921110048 1601 68TH LN N $381.21 20164 2611921440101 1601 IRVING LA N $855.92 20164 2611921440099 1610 IRVING LA N $199.06 20164 3511921110041 1612 68TH LN N $934.92 20164 2611921410032 1612 71ST AVE N $956.02 20164 2611921410096 1612 WOODBINE LA $1,064.65 20164 35119210053 1613 67TH LN N $1,162.53 20164 2611921410053 1618 AMY LA $798.56 20164 2611921440072 1619 IRVING LA N $1,123.75 20164 0211821140097 1703 59TH AVE N $439.90 20164 2611921440077 1708 IRVING LA N $1,085.37 20164 2611921410107 1711 73RD AVE N $1,000.02 20164 2611921440024 1801 70TH AVE N $1,107.29 20164 0211821440031 1821 55TH AVE N $1,089.22 20164 2611921440092 1821 IRVING LA N $284.04 20164 0211821420055 2009 BROOKVIEW DR $399.95 20164 0211821420099 2024 ERICON DR $747.71 20164 0211821420052 2101 BROOKVIEW DR $248.15 20164 0211821420101 2106 ERICON DR $891.22 20164 0211821430118 2107 55TH AVE N $436.89 20164 0211821420051 2107 BROOKVIEW DR $205.45 20164 0211821430072 2112 55TH AVE N $225.60 20164 2611921430104 2112 69TH AVE N $445.00 20164 0211821420103 2118 ERICON DR $215.81 20164 2611921340003 2200 69TH AVE N $220.15 20164 2611921340005 2208 69TH AVE N $210.97 20164 0211821310036 2306 ERICON DR $1,117.04 20164 0211821310038 2331 ERICON DR $855.04 20164 0211821310022 2336 BROOKVIEW DR $322.21 20164 0211821310017 2418 ERICON DR $213.22 20164 3511921310010 2600 65TH AVE N $153.80 20164 3511921310015 2601 65TH AVE N $318.30 20164 3511921320050 2606 64TH AVE N $1,198.67 20164 3511921320004 2612 65TH AVE N $163.60 20164 3511921320082 2700 OHENRY RD $925.82 20164 3511921320024 2701 65TH AVE N $218.78 20164 3511921320086 2701 OHENRY RD $180.26 20164 3511921330014 2712 NASH RD $145.99 20164 3511921320062 2801 64TH AVE N $1,046.39 20164 3511921330050 2806 MUMFORD RD $543.18 20164 3511921330037 2807 NASH RD $1,028.15 20164 3511921230015 2812 67TH LN N $1,645.68 20164 3511921320093 2813 OHENRY RD $98.70 20164 3511921330022 2819 63RD AVE N $462.58 20164 3511921230033 2837 67TH LN N $90.00 20164 3511921230022 2840 67TH LN N $877.40 20164 3511921230034 2841 67TH LN N $1,371.76 20164 3511921220042 2904 67TH LN N $873.71 20164 3511921320017 2906 65TH AVE N $674.81 20164 3511921230008 2906 66TH AVE N $1,061.33 20164 3511921330024 2907 63RD AVE N $873.11 20164 3511921320112 2907 66TH AVE N $586.44 20164 0311821440025 3000 53RD AVE N $227.00 20164 3411921110084 3006 THURBER RD $130.00 20164 3411921110072 3007 68TH AVE N $1,230.00 20164 3411921140008 3012 67TH AVE N $857.32 20164 3411921440038 3013 NASH RD $955.06 20164 3411921140014 3019 67TH AVE N $880.03 20164 3411921410127 3019 QUARLES RD $974.60 20164 3411921140084 3025 QUARLES RD $953.62 20164 3411921410020 3100 64TH AVE N $1,194.10 20164 3411921140056 3101 66TH AVE N $1,133.22 20164 3411921440104 3101 LAWRENCE RD $188.81 20164 3411921410084 3101 OHENRY RD $1,387.13 20164 3411921140042 3106 66TH AVE N $644.76 20164 3411921440006 3107 63RD AVE N $865.37 20164 3411921140017 3107 67TH AVE N $1,012.63 20164 3411921140058 3113 66TH AVE N $541.90 20164 3411921140018 3113 67TH AVE N $133.83 20164 3411921440108 3117 LAWRENCE RD $946.99 20164 3411921140059 3119 66TH AVE N $1,624.69 20164 3411921140088 3119 QUARLES RD $191.66 20164 1011821410008 3141 49TH AVE N $708.73 20164 3411921140075 3200 QUARLES RD $100.55 20164 3411921440065 3206 62ND AVE N $1,130.44 20164 3411921140029 3206 65TH AVE N $965.30 20164 3411921440025 3206 MUMFORD RD $669.62 20164 3411921410117 3207 65TH AVE N $771.82 20164 3411921140090 3207 QUARLES RD $501.42 20164 3411921140073 3212 QUARLES RD $880.00 20164 3411921140022 3213 67TH AVE N $226.46 20164 3411921410029 3224 64TH AVE N $702.91 20164 3411921110114 3224 67TH AVE N $69.97 20164 3411921110113 3300 67TH AVE N $74.51 20164 3411921440029 3300 MUMFORD RD $203.05 20164 3411921140071 3300 QUARLES RD $922.12 20164 1011821140052 3301 49TH AVE N $179.55 20164 3411921440013 3301 63RD AVE N $108.39 20164 3411921110054 3301 68TH AVE N $882.56 20164 3411921440114 3301 LAWRENCE RD $996.44 20164 3411921440116 3305 LAWRENCE RD $197.35 20164 3411921410093 3307 OHENRY RD $396.59 20164 3411921410070 3307 POE RD $575.36 20164 3411921440059 3312 62ND AVE N $439.57 20164 3411921410015 3312 63RD AVE N $445.37 20164 3411921440089 3312 LAWRENCE RD $901.93 20164 3411921410069 3313 POE RD $1,105.10 20164 3411921440016 3319 63RD AVE N $635.20 20164 1011821130013 3321 50TH AVE N $244.93 20164 1011821130020 3355 49TH AVE N $203.21 20164 2711921410003 3406 WOODBINE LA $641.60 20164 3411921420018 3407 65TH AVE N $122.35 20164 3411921130075 3409 66TH AVE N $756.47 20164 1011821130032 3416 50TH AVE N $842.70 20164 3411921130044 3501 66TH AVE N $2,340.24 20164 2711921420049 3519 WOODBINE LA $230.00 20164 0311821430057 3600 53RD AVE N $894.01 20164 3411921130034 3601 66TH AVE N $1,838.33 20164 0311821130049 3609 ADMIRAL LA $235.27 20164 0311821430086 3613 55TH AVE N $387.36 20164 2711921420122 3616 VIOLET AVE $997.21 20164 0311821130047 3617 ADMIRAL LA $203.05 20164 0311821430060 3618 53RD AVE N $1,036.87 20164 2711921430070 3619 URBAN AVE $195.29 20164 0311821430061 3700 53RD AVE N $1,229.63 20164 3411921130027 3701 66TH AVE N $169.19 20164 2711921420089 3707 72ND AVE N $469.30 20164 0311821130080 3724 58TH AVE N $986.08 20164 2711921420099 3724 VIOLET AVE $1,002.94 20164 1011821210014 3800 52ND AVE N $843.18 20164 0311821310071 3800 ECKBERG DR $982.47 20164 0311821120077 3801 61ST AVE N $1,239.79 20164 3411921340074 3801 62ND AVE N $333.52 20164 1011821240007 3806 51ST AVE N $388.34 20164 1011821210015 3806 52ND AVE N $1,028.72 20164 0311821240081 3806 58TH AVE N $273.51 20164 2711921420096 3812 VIOLET AVE $70.88 20164 1011821210071 3815 OAK ST $189.91 20164 1011821210078 3853 OAK ST $502.16 20164 3411921340071 3901 62ND AVE N $963.27 20164 0311821310065 3906 ECKBERG DR $999.94 20164 0311821310060 3907 56TH AVE N $63.18 20164 0311821310042 3907 BURQUEST LA $208.26 20164 2711921340081 3909 71ST AVE N $336.28 20164 0311821240050 3918 57TH AVE N $385.04 20164 0311821240088 3918 58TH AVE N $669.48 20164 3411921340122 4001 63RD AVE N $108.47 20164 3411921340105 4001 JOYCE LA $995.07 20164 0311821240014 4007 58TH AVE N $190.19 20164 0311821210125 4007 61ST AVE N $490.60 20164 3411921310084 4007 65TH AVE N $838.14 20164 3411921340049 4012 62ND AVE N $1,052.86 20164 1011821320001 4040 LAKESIDE AVE $1,172.18 20164 1011821320002 4100 LAKESIDE AVE $184.73 20164 2711921310065 4101 WOODBINE LA $138.41 20164 1011821320008 4104 LAKESIDE AVE $836.92 20164 3411921340099 4113 JOYCE LA $439.37 20164 3611921120021 420 67TH AVE N $1,060.58 20164 3411921340115 4201 63RD AVE N $222.46 20164 3411921310032 4201 65TH AVE N $368.91 20164 3411921340003 4206 JANET LA $220.99 20164 3411921240040 4206 WINCHESTER LA $494.33 20164 3411921340114 4207 63RD AVE N $813.83 20164 3411921240033 4207 66TH AVE N $617.45 20164 3411921240048 4212 65TH AVE N $65.16 20164 3411921340002 4212 JANET LA $902.50 20164 2711921310085 4212 WOODBINE LA $955.09 20164 3411921340059 4213 62ND AVE N $130.00 20164 3411921240037 4224 WINCHESTER LA $990.19 20164 3411921230065 4306 65TH AVE N $1,256.44 20164 3411921330022 4309 63RD AVE N $775.56 20164 3411921320075 4309 64TH AVE N $738.38 20164 3411921230046 4400 WINCHESTER LA $872.92 20164 3411921320108 4401 65TH AVE N $1,615.00 20164 3411921230108 4406 66TH AVE N $531.55 20164 2711921320124 4407 71ST AVE N $540.19 20164 2711921320062 4413 71ST AVE N $459.22 20164 3411921230067 4501 WINCHESTER LA $520.29 20164 3411921230033 4506 WINCHESTER LA $264.51 20164 2711921320059 4507 71ST AVE N $914.70 20164 3411921320053 4507 KATHRENE DR $330.00 20164 3411921230032 4512 WINCHESTER LA $817.78 20164 3411921320056 4518 63RD AVE N $270.69 20164 2711921320042 4601 WOODBINE LA $335.05 20164 3411921230025 4613 66TH AVE N $136.27 20164 1011821320005 4708 TWIN LAKE AVE $99.26 20164 1011821320198 4711 TWIN LAKE AVE $202.86 20164 1011821320040 4718 TWIN LAKE AVE $455.36 20164 3311921410047 4806 63RD AVE N $653.19 20164 2811921410016 4807 WINGARD PL $954.78 20164 2811921440014 4812 69TH AVE N $276.76 20164 1011821320050 4825 TWIN LAKE AVE $381.20 20164 1011821130069 4900 FRANCE AVE N $475.54 20164 1011821130069 4902 FRANCE AVE N $1,144.28 20164 3311921140036 4906 65TH AVE N $367.49 20164 2811921410187 4906 WINGARD PL $240.09 20164 1011821140039 4908 ABBOTT AVE N $347.16 20164 3311921140035 4912 65TH AVE N $213.33 20164 1011821140040 4912 ABBOTT AVE N $372.10 20164 3311921140058 4913 HOWE LA $556.97 20164 1011821130072 4914 FRANCE AVE N $131.58 20164 3311921140052 4918 HOWE LA $207.62 20164 1011821130027 4937 BEARD AVE N $351.77 20164 1011821140031 4937 ZENITH AVE N $904.32 20164 1011821140011 4957 BROOKLYN BLVD $759.27 20164 2811921410057 5005 WINGARD PL $617.23 20164 3311921410085 5006 63RD AVE N $340.74 20164 1011821130005 5006 FRANCE AVE N $67.50 20164 3311921410104 5007 65TH AVE N $931.26 20164 1011821130030 5012 LILAC DR N $591.06 20164 3311921140028 5013 WINCHESTER LA $205.45 20164 1011821140085 5018 ABBOTT AVE N $211.97 20164 1011821140086 5024 ABBOTT AVE N $911.95 20164 1011821130056 5036 EWING AVE N $904.64 20164 1011821120078 5048 FRANCE AVE N $1,142.37 20164 3611921430025 506 61ST AVE N $362.96 20164 1011821120055 5100 DREW AVE N $898.72 20164 3311921410106 5101 65TH AVE N $182.14 20164 2811921430032 5106 70TH AVE N $587.33 20164 1011821120036 5111 DREW AVE N $405.25 20164 3311921130082 5113 HOWE LA $331.50 20164 3311921420128 5113 PAUL DR $910.50 20164 3311921130030 5113 WINCHESTER LA $787.01 20164 1011821120040 5116 EWING AVE N $916.82 20164 1011821120053 5120 DREW AVE N $164.23 20164 1011821210057 5120 TWIN LAKE BLVD E $338.69 20164 3311921130060 5124 HOWE LA $888.64 20164 1011821120073 5125 EWING AVE N $847.95 20164 1011821210050 5127 FRANCE AVE N $174.37 20164 3311921130104 5130 66TH AVE N $562.08 20164 1011821120069 5149 EWING AVE N $430.00 20164 1011821110023 5201 XERXES AVE N $130.62 20164 3311921420124 5206 63RD AVE N $544.58 20164 3311921420038 5206 PAUL DR $768.64 20164 1011821120062 5207 EWING AVE N $306.71 20164 3311921130008 5213 66TH AVE N $1,001.29 20164 3311921430061 5213 BOULDER LA $351.91 20164 2811921430038 5218 70TH AVE N $678.91 20164 3311921420033 5219 65TH AVE N $829.37 20164 1011821120017 5221 DREW AVE N $813.90 20164 1011821210019 5222 GREAT VIEW AVE $236.15 20164 3311921130046 5230 65TH AVE N $793.75 20164 3311921130098 5230 66TH AVE N $330.00 20164 3311921130091 5231 HOWE LA $845.21 20164 1011821110012 5243 XERXES AVE N $130.62 20164 1011821210033 5256 TWIN LAKE BLVD E $661.31 20164 1011821210035 5261 TWIN LAKE BLVD E $218.40 20164 3311921430054 5300 BOULDER LA $952.46 20164 0311821340018 5300 TWIN LAKE BLVD E $673.47 20164 3311921430031 5301 62ND AVE N $95.09 20164 0111821340087 5301 COLFAX AVE N $544.58 20164 0111821330146 5301 DUPONT AVE N $703.79 20164 0111821330125 5302 FREMONT AVE N $1,104.34 20164 0111821330001 5303 FREMONT AVE N $329.96 20164 2811921420061 5305 72ND CIR $366.35 20164 0111821340078 5305 BRYANT AVE N $997.83 20164 3311921130069 5306 HOWE LA $767.26 20164 0211821430003 5306 PENN AVE N $755.82 20164 0111821340079 5307 BRYANT AVE N $384.72 20164 3311921420110 5307 ELEANOR LA $218.40 20164 0211821430021 5307 NEWTON AVE N $949.51 20164 0211821340043 5307 PENN AVE N $200.27 20164 0111821330148 5308 EMERSON AVE N $189.49 20164 0311821440022 5308 LILAC DR N $220.99 20164 2811921420063 5310 72ND CIR $462.17 20164 0211821430027 5312 OLIVER AVE N $796.16 20164 0111821340125 5316 COLFAX AVE N $865.11 20164 0211821440073 5316 LOGAN AVE N $198.00 20164 3311921120056 5318 68TH AVE N $1,049.12 20164 3311921420079 5318 ELEANOR LA $937.56 20164 0211821430012 5318 NEWTON AVE N $95.59 20164 0211821340061 5318 QUEEN AVE N $298.49 20164 0211821440064 5322 KNOX AVE N $266.38 20164 3311921430090 5324 62ND AVE N $410.36 20164 0211821330016 5324 LILAC DR N $666.75 20164 0211821430011 5324 NEWTON AVE N $257.81 20164 0111821330028 5326 HUMBOLDT AVE N $901.75 20164 0111821340093 5327 COLFAX AVE N $166.60 20164 2811921420066 5328 72ND CIR $214.45 20164 0111821330150 5328 EMERSON AVE N $484.00 20164 3311921420117 5330 63RD AVE N $236.90 20164 0211821430010 5330 NEWTON AVE N $779.73 20164 2811921420021 5332 71ST CIR $607.12 20164 0111821330022 5333 GIRARD AVE N $772.94 20164 0211821440099 5333 JAMES AVE N $272.88 20164 2811921420067 5334 72ND CIR $236.54 20164 0111821430080 5334 CAMDEN AVE N $682.62 20164 0111821330161 5335 EMERSON AVE N $679.21 20164 0111821330011 5336 GIRARD AVE N $205.45 20164 0311821430092 5336 NORTHPORT DR $899.59 20164 0111821430017 5337 LYNDALE AVE N $835.94 20164 0111821330026 5338 HUMBOLDT AVE N $373.84 20164 0211821440101 5338 KNOX AVE N $463.25 20164 0111821330114 5339 EMERSON AVE N $920.64 20164 0211821430004 5341 MORGAN AVE N $528.00 20164 0211821440004 5343 KNOX AVE N $812.65 20164 2811921430173 5344 71ST CIR $1,034.23 20164 0111821430083 5344 CAMDEN AVE N $213.81 20164 0111821330009 5344 GIRARD AVE N $213.22 20164 0211821440102 5344 KNOX AVE N $666.18 20164 0211821330011 5344 LILAC DR N $702.63 20164 0211821430057 5344 MORGAN AVE N $838.62 20164 2811921430160 5345 71ST CIR $70.88 20164 0211821440113 5345 HUMBOLDT AVE N $677.91 20164 0211821440097 5345 JAMES AVE N $1,140.13 20164 0311821440012 5347 BROOKLYN BLVD $238.42 20164 0111821340064 5348 COLFAX AVE N $728.30 20164 0311821430042 5348 NORTHPORT DR $1,019.95 20164 0111821430082 5350 CAMDEN AVE N $202.86 20164 0211821440103 5350 KNOX AVE N $209.40 20164 0311821440012 5353 BROOKLYN BLVD $555.13 20164 0111821330111 5355 EMERSON AVE N $145.04 20164 0111821340104 5357 COLFAX AVE N $198.42 20164 0111821330064 5400 HUMBOLDT AVE N $189.91 20164 3311921430081 5401 63RD AVE N $480.23 20164 2811921430086 5401 70TH CIR $2,310.28 20164 0111821340132 5401 BRYANT AVE N $405.02 20164 0111821330063 5401 GIRARD AVE N $154.30 20164 0211821440093 5401 JAMES AVE N $189.91 20164 0111821330044 5404 GIRARD AVE N $1,007.39 20164 0211821340033 5404 QUEEN AVE N $512.63 20164 0111821430059 5407 4TH ST N $862.11 20164 2811921430085 5407 70TH CIR $483.85 20164 0211821440084 5407 HUMBOLDT AVE N $706.25 20164 0211821430064 5407 LOGAN AVE N $857.68 20164 0211821430125 5407 OLIVER AVE N $189.91 20164 0111821340106 5408 DUPONT AVE N $187.32 20164 0111821340059 5412 COLFAX AVE N $801.08 20164 0211821440140 5413 IRVING AVE N $912.38 20164 0211821430063 5413 LOGAN AVE N $932.08 20164 0211821440015 5414 KNOX AVE N $899.56 20164 0111821330080 5415 DUPONT AVE N $642.68 20164 0111821340042 5418 BRYANT AVE N $1,183.87 20164 0111821330166 5418 GIRARD AVE N $65.20 20164 0211821440124 5418 JAMES AVE N $187.32 20164 0211821430134 5418 OLIVER AVE N $215.81 20164 2811921420024 5420 71ST CIR $1,068.17 20164 0111821330168 5420 FREMONT AVE N $747.85 20164 0111821330167 5420 GIRARD AVE N $69.58 20164 0111821430058 5421 4TH ST N $162.69 20164 2811921420077 5422 72ND CIR $220.15 20164 0111821330066 5422 HUMBOLDT AVE N $368.40 20164 0111821330086 5424 EMERSON AVE N $1,223.68 20164 0211821440028 5424 LOGAN AVE N $180.57 20164 2811921430110 5430 70TH CIR $180.26 20164 0211821430082 5430 MORGAN AVE N $880.56 20164 0211821440128 5431 JAMES AVE N $668.22 20164 2811921420026 5432 71ST CIR $973.97 20164 0111821340111 5432 DUPONT AVE N $638.33 20164 2811921430152 5433 71ST CIR $871.41 20164 0211821440018 5433 KNOX AVE N $233.94 20164 0111821330094 5435 EMERSON AVE N $192.50 20164 0111821340005 5439 CAMDEN AVE N $341.84 20164 0111821330068 5440 HUMBOLDT AVE N $940.84 20164 0111821340126 5441 BRYANT AVE N $208.04 20164 0111821340115 5444 DUPONT AVE N $243.02 20164 0111821330069 5444 HUMBOLDT AVE N $391.71 20164 0111821340049 5447 BRYANT AVE N $914.25 20164 0111821330093 5447 EMERSON AVE N $184.73 20164 0111821430048 5448 CAMDEN AVE N $182.14 20164 0111821340050 5448 COLFAX AVE N $76.10 20164 0211821440077 5451 HUMBOLDT AVE N $942.27 20164 0111821340118 5452 DUPONT AVE N $1,552.75 20164 0111821330157 5452 EMERSON AVE N $934.21 20164 0111821330109 5452 FREMONT AVE N $83.07 20164 0111821330033 5455 FREMONT AVE N $850.37 20164 0211821410121 5500 JAMES AVE N $195.09 20164 0111821320095 5501 EMERSON AVE N $300.48 20164 0211821420014 5501 LOGAN AVE N $822.28 20164 0111821320101 5508 FREMONT AVE N $747.04 20164 0111821320097 5511 EMERSON AVE N $536.60 20164 0111821310053 5513 BRYANT AVE N $221.37 20164 0311821340024 5513 FRANCE AVE N $530.01 20164 0111821420049 5516 CAMDEN AVE N $184.73 20164 0211821410110 5516 KNOX AVE N $114.23 20164 0211821410119 5520 JAMES AVE N $898.51 20164 0111821310139 5524 ALDRICH DR N $157.52 20164 0211821410024 5524 IRVING AVE N $338.62 20164 0211821420082 5525 JUDY LA $875.06 20164 0211821410002 5527 HUMBOLDT AVE N $1,098.20 20164 0211821410023 5530 IRVING AVE N $101.21 20164 0111821310102 5531 CAMDEN AVE N $1,005.52 20164 0111821320054 5533 GIRARD AVE N $965.57 20164 0111821310134 5537 ALDRICH DR N $197.68 20164 0111821320035 5538 GIRARD AVE N $855.79 20164 0111821310081 5540 DUPONT AVE N $698.54 20164 0111821320092 5541 EMERSON AVE N $206.41 20164 0211821420009 5541 LOGAN AVE N $765.64 20164 0211821420025 5541 MORGAN AVE N $164.69 20164 0111821310082 5544 DUPONT AVE N $721.33 20164 0111821320036 5546 GIRARD AVE N $169.19 20164 0211821410100 5557 JAMES AVE N $786.27 20164 0111821310122 5560 ALDRICH DR N $213.57 20164 0111821310032 5600 COLFAX AVE N $179.55 20164 0111821320011 5600 EMERSON AVE N $641.18 20164 0311821310045 5600 HALIFAX AVE N $1,040.34 20164 0211821410020 5600 IRVING AVE N $182.14 20164 0211821420120 5601 LOGAN AVE N $686.50 20164 0211821410059 5603 JAMES AVE N $2,055.39 20164 0211821410019 5606 IRVING AVE N $978.30 20164 0111821420023 5607 LYNDALE AVE N $1,568.26 20164 0111821320068 5610 HUMBOLDT AVE N $246.22 20164 0211821410042 5613 IRVING AVE N $187.82 20164 0311821310086 5615 HALIFAX AVE N $1,094.20 20164 0211821420038 5618 HILLSVIEW RD $266.81 20164 0211821420072 5619 HILLSVIEW RD $179.55 20164 0111821320114 5620 FREMONT AVE N $663.94 20164 0211821410005 5621 HUMBOLDT AVE N $202.86 20164 0111821420031 5624 CAMDEN AVE N $622.74 20164 0111821320004 5625 DUPONT AVE N $1,057.49 20164 0211821410079 5626 LOGAN AVE N $836.48 20164 0111821310096 5630 BRYANT AVE N $346.75 20164 0111821310012 5630 COLFAX AVE N $481.13 20164 0111821320109 5631 EMERSON AVE N $352.96 20164 0211821420005 5633 LOGAN AVE N $732.11 20164 0111821320107 5637 EMERSON AVE N $746.22 20164 0111821310018 5642 DUPONT AVE N $184.73 20164 0111821320017 5642 EMERSON AVE N $1,623.78 20164 0311821420010 5649 NORTHPORT DR $231.06 20164 0111821310016 5650 DUPONT AVE N $506.77 20164 0211821410068 5659 KNOX AVE N $927.08 20164 0111821230014 5700 GIRARD AVE N $919.41 20164 0111821230009 5700 HUMBOLDT AVE N $901.10 20164 0311821130057 5701 BROOKLYN BLVD $175.28 20164 0311821240007 5701 HALIFAX AVE N $1,129.16 20164 0111821240106 5705 CAMDEN AVE N $1,144.28 20164 0211821140078 5707 IRVING AVE N $274.07 20164 0111821230016 5712 GIRARD AVE N $649.64 20164 0211821140006 5712 LOGAN AVE N $504.34 20164 0111821230023 5715 DUPONT AVE N $1,055.51 20164 0311821130075 5718 DREW AVE N $1,388.93 20164 0111821230041 5724 GIRARD AVE N $544.82 20164 0211821140035 5727 JAMES AVE N $1,220.19 20164 0111821240045 5728 BRYANT AVE N $961.32 20164 0111821230034 5730 FREMONT AVE N $732.43 20164 0211821140039 5732 KNOX AVE N $859.75 20164 0311821240011 5736 JUNE AVE N $330.00 20164 0311821130071 5737 DREW AVE N $1,196.02 20164 0111821230063 5737 DUPONT AVE N $226.17 20164 0211821140064 5742 JAMES AVE N $1,088.51 20164 0111821230087 5743 GIRARD AVE N $1,060.94 20164 0211821140096 5746 IRVING AVE N $827.06 20164 0111821230086 5754 HUMBOLDT AVE N $119.83 20164 0111821240025 5800 DUPONT AVE N $1,154.92 20164 0211821140028 5800 KNOX AVE N $197.05 20164 0111821240099 5801 BRYANT AVE N $835.82 20164 0311821240104 5801 HALIFAX AVE N $1,082.80 20164 0311821230027 5805 SHORES DR $957.67 20164 0211821140069 5806 IRVING AVE N $937.87 20164 0111821230096 5807 DUPONT AVE N $79.55 20164 0111821230075 5807 EMERSON AVE N $843.45 20164 0211821140066 5807 HUMBOLDT AVE N $691.87 20164 0211821140021 5807 KNOX AVE N $1,035.07 20164 0111821240026 5808 DUPONT AVE N $967.28 20164 0211821140029 5815 JAMES AVE N $1,180.42 20164 0311821230041 5815 LAKE CURVE LA $531.38 20164 0111821240022 5817 COLFAX AVE N $1,087.63 20164 0311821240111 5818 JUNE AVE N $293.34 20164 0311821230034 5819 SHORES DR $584.36 20164 0311821130026 5821 DREW AVE N $1,083.68 20164 0111821230073 5823 EMERSON AVE N $589.59 20164 0111821230093 5825 DUPONT AVE N $779.12 20164 0311821240099 5831 HALIFAX AVE N $983.98 20164 0311821230048 5833 SHORES DR $393.26 20164 0111821240108 5834 ALDRICH AVE N $341.31 20164 0111821130040 5834 CAMDEN AVE N $33.22 20164 0211821230005 5836 WASHBURN AVE N $1,080.38 20164 0311821140004 5836 YORK AVE N $231.54 20164 0211821140098 5837 JAMES AVE N $523.01 20164 0311821230037 5841 LAKE CURVE LA $575.62 20164 0311821130040 5842 BROOKLYN BLVD $1,129.81 20164 0211821140056 5842 JAMES AVE N $1,345.53 20164 0311821220029 5845 LAKE CURVE LA $900.25 20164 0111821240072 5848 ALDRICH AVE N $906.72 20164 0111821220009 5900 EMERSON AVE N $1,163.96 20164 0111821210120 5901 BRYANT AVE N $949.23 20164 0111821220008 5901 DUPONT AVE N $981.48 20164 0311821110083 5901 ZENITH AVE N $870.78 20164 0311821110103 5906 ZENITH AVE N $906.92 20164 0211821220024 5907 WASHBURN AVE N $786.03 20164 0311821110086 5912 ABBOTT AVE N $287.47 20164 0111821120021 5926 CAMDEN AVE N $573.59 20164 0111821220005 5927 DUPONT AVE N $999.55 20164 0311821110061 5931 ABBOTT AVE N $428.07 20164 0111821210106 5932 COLFAX AVE N $980.38 20164 0111821220004 5935 DUPONT AVE N $977.29 20164 0111821120014 5935 LYNDALE AVE N $363.22 20164 0311821110126 5936 YORK AVE N $978.95 20164 0111821210018 5943 COLFAX AVE N $76.96 20164 0111821220015 5946 EMERSON AVE N $431.49 20164 0211821220017 5949 WASHBURN AVE N $1,402.95 20164 0111821220016 5950 EMERSON AVE N $278.72 20164 0111821220017 5951 EMERSON AVE N $1,485.83 20164 0111821120011 5951 LYNDALE AVE N $1,069.68 20164 0311821120031 5953 ADMIRAL LA $200.20 20164 3611921340001 600 62ND AVE N $290.59 20164 0311821210098 6000 JUNE AVE N $914.04 20164 0311821210057 6001 HALIFAX PL $901.65 20164 0311821110047 6001 YORK AVE N $111.60 20164 0111821210076 6006 ALDRICH AVE N $416.20 20164 0111821220039 6006 EMERSON AVE N $1,109.56 20164 0111821220086 6006 HUMBOLDT AVE N $90.82 20164 0111821210068 6007 CAMDEN AVE N $1,079.95 20164 0311821210033 6007 PEARSON DR $518.65 20164 0211821220009 6007 VINCENT AVE N $778.54 20164 0111821220035 6015 DUPONT AVE N $1,231.00 20164 0111821120032 6015 LYNDALE AVE N $570.77 20164 0111821210096 6018 COLFAX AVE N $787.38 20164 0311821120017 6019 BROOKLYN BLVD $257.41 20164 0111821210066 6019 CAMDEN AVE N $913.81 20164 0311821220008 6019 JUNE AVE N $1,028.49 20164 0111821220041 6020 EMERSON AVE N $595.11 20164 0111821210073 6024 ALDRICH AVE N $131.25 20164 0111821120039 6024 CAMDEN AVE N $1,203.71 20164 0111821210013 6025 COLFAX AVE N $541.84 20164 0111821220074 6032 GIRARD AVE N $1,033.45 20164 0111821210093 6035 BRYANT AVE N $1,020.93 20164 0111821210070 6042 ALDRICH AVE N $171.78 20164 0111821220030 6047 DUPONT AVE N $909.67 20164 3611921330025 6100 EMERSON AVE N $1,043.66 20164 3611921340021 6101 BRYANT AVE N $184.73 20164 3611921330010 6101 FREMONT AVE N $1,245.28 20164 3411921330094 6101 KYLE AVE N $220.04 20164 3611921430024 6101 LYNDALE AVE N $259.88 20164 3611921340023 6106 COLFAX AVE N $1,301.36 20164 3611921330012 6106 GIRARD AVE N $128.40 20164 3611921340096 6107 ALDRICH AVE N $974.57 20164 3611921330036 6107 EMERSON AVE N $671.07 20164 3311921440034 6107 QUAIL AVE N $863.60 20164 3411921330102 6113 JUNE AVE N $195.27 20164 3611921340012 6114 BRYANT AVE N $1,180.52 20164 3611921340036 6114 DUPONT AVE N $577.80 20164 3511921330064 6120 XERXES AVE N $902.27 20164 3611921340030 6123 COLFAX AVE N $191.93 20164 3311921440018 6124 QUAIL AVE N $776.17 20164 3311921440044 6125 PERRY AVE N $900.83 20164 3411921340001 6126 JUNE AVE N $493.22 20164 3611921430021 6127 LYNDALE AVE N $860.79 20164 3611921330030 6130 EMERSON AVE N $231.20 20164 3611921340006 6131 ALDRICH AVE N $567.79 20164 3611921340027 6138 COLFAX AVE N $886.75 20164 3311921430021 6142 SCOTT AVE N $873.01 20164 3611921340070 6200 DUPONT AVE N $458.47 20164 3311921440017 6200 QUAIL AVE N $68.24 20164 3511921430008 6200 SHINGLE CREEK PKWY $229.05 20164 3411921430007 6201 BROOKLYN BLVD $5,252.52 20164 3611921340069 6201 COLFAX AVE N $1,040.26 20164 3411921330051 6207 LEE AVE N $1,042.50 20164 3411921340095 6212 JUNE AVE N $336.03 20164 3311921440054 6212 REGENT AVE N $299.11 20164 3311921430024 6212 SCOTT AVE N $890.09 20164 3311921430092 6213 UNITY AVE N $995.71 20164 3411921330065 6217 MAJOR AVE N $749.87 20164 3611921340073 6218 DUPONT AVE N $400.47 20164 3611921330001 6218 LILAC DR N $130.00 20164 3411921330060 6218 MAJOR AVE N $1,049.16 20164 3311921440027 6219 QUAIL AVE N $1,125.76 20164 3611921340081 6220 BRYANT AVE N $410.55 20164 3511921330052 6223 BROOKLYN DR $1,568.30 20164 3411921330037 6224 LEE AVE N $847.31 20164 3411921330059 6224 MAJOR AVE N $937.83 20164 3611921340049 6225 BRYANT AVE N $2,100.06 20164 3411921330036 6230 LEE AVE N $1,048.30 20164 3611921340079 6234 BRYANT AVE N $391.22 20164 3611921340061 6234 LILAC DR N $472.85 20164 3411921430019 6236 CHOWEN AVE N $164.61 20164 3411921330057 6236 MAJOR AVE N $1,045.23 20164 3411921330061 6241 MAJOR AVE N $817.91 20164 3411921330034 6242 LEE AVE N $238.19 20164 3411921330066 6242 NOBLE AVE N $202.86 20164 0111821130042 625 59TH AVE N $1,108.11 20164 3511921330012 6264 BROOKLYN DR $618.94 20164 3511921430007 6300 SHINGLE CREEK PKWY $296.96 20164 3311921420116 6300 UNITY AVE N $424.85 20164 3411921310047 6301 INDIANA AVE N $236.53 20164 3311921420105 6301 UNITY AVE N $1,402.90 20164 3411921310099 6306 INDIANA AVE N $899.16 20164 3411921310046 6307 INDIANA AVE N $1,136.35 20164 3411921310028 6309 GRIMES AVE N $115.87 20164 3411921320086 6312 LEE AVE N $757.22 20164 3311921410044 6313 ORCHARD AVE N $1,183.85 20164 3411921310025 6318 GRIMES AVE N $862.01 20164 3411921320071 6318 KYLE AVE N $897.83 20164 3411921320087 6318 LEE AVE N $223.58 20164 3511921320052 6319 BROOKLYN DR $904.14 20164 3311921410077 6319 PERRY AVE N $1,166.06 20164 3311921420029 6327 REGENT AVE N $827.38 20164 3311921410060 6330 PERRY AVE N $583.89 20164 3411921320062 6331 JUNE AVE N $530.00 20164 3311921410075 6331 PERRY AVE N $1,072.23 20164 3311921420071 6331 SCOTT AVE N $1,365.70 20164 3311921420030 6333 REGENT AVE N $1,450.48 20164 3611921320014 6336 FREMONT AVE N $672.16 20164 3311921410015 6336 ORCHARD AVE N $195.08 20164 3611921320002 6337 DUPONT AVE N $905.53 20164 3411921310041 6337 INDIANA AVE N $108.04 20164 3611921310019 6342 COLFAX AVE N $154.30 20164 3611921310009 6343 COLFAX AVE N $378.04 20164 3411921320076 6343 KYLE AVE N $353.88 20164 3311921410120 6345 QUAIL AVE N $757.99 20164 3311921410112 6400 REGENT AVE N $302.27 20164 3411921320008 6401 LEE AVE N $780.44 20164 3311921420045 6401 SCOTT AVE N $631.81 20164 3611921310004 6406 COLFAX AVE N $187.38 20164 3411921320101 6406 KYLE AVE N $987.66 20164 3311921410018 6406 ORCHARD AVE N $848.60 20164 3511921310013 6407 BROOKLYN DR $925.52 20164 3611921320026 6407 EMERSON AVE N $871.67 20164 3411921310072 6407 MARLIN DR $669.71 20164 3311921410071 6407 PERRY AVE N $1,029.65 20164 3311921420087 6412 UNITY AVE N $365.81 20164 3611921320017 6413 DUPONT AVE N $650.72 20164 3311921410006 6413 NOBLE AVE N $182.14 20164 3311921420095 6413 UNITY AVE N $187.32 20164 3611921320031 6418 FREMONT AVE N $898.32 20164 3411921310091 6418 MARLIN DR $274.52 20164 3311921410020 6418 ORCHARD AVE N $959.87 20164 3411921320005 6419 LEE AVE N $866.59 20164 3411921320104 6424 KYLE AVE N $209.01 20164 3311921410021 6424 ORCHARD AVE N $1,888.62 20164 3311921410108 6424 REGENT AVE N $1,035.75 20164 3411921310035 6425 INDIANA AVE N $301.98 20164 3611921310039 6430 DUPONT AVE N $946.10 20164 3611921320036 6430 GIRARD AVE N $280.35 20164 3611921320044 6430 HUMBOLDT AVE N $927.32 20164 3411921310089 6430 MARLIN DR $826.10 20164 3411921320019 6431 MAJOR AVE N $1,069.28 20164 3311921410051 6436 PERRY AVE N $656.17 20164 3411921320107 6442 KYLE AVE N $1,060.43 20164 3611921320083 6443 EMERSON AVE N $198.91 20164 3311921410001 6443 NOBLE AVE N $932.18 20164 3311921140011 6500 ORCHARD AVE N $514.07 20164 3611921240027 6506 BRYANT AVE N $203.05 20164 3311921130014 6524 UNITY AVE N $976.78 20164 3411921240023 6530 INDIANA AVE N $728.58 20164 3411921130036 6533 DREW AVE N $179.55 20164 3611921130140 6536 RIVERWOOD LA $1,260.99 20164 3411921130060 6543 BEARD AVE N $934.10 20164 3611921130105 6601 CAMDEN DR $286.99 20164 3411921130014 6606 CHOWEN AVE N $906.58 20164 3411921130093 6607 EWING AVE N $763.55 20164 3411921240056 6607 FRANCE AVE N $839.46 20164 3311921130074 6613 UNITY AVE N $199.49 20164 3511921110061 6616 IRVING PL N $931.23 20164 3611921240017 6620 BRYANT AVE N $1,072.21 20164 3611921130096 6620 CAMDEN DR $801.03 20164 3611921240016 6626 BRYANT AVE N $1,312.58 20164 3511921230075 6633 XERXES PL N $859.07 20164 3611921240052 6645 BRYANT AVE N $936.63 20164 3511921110058 6704 IRVING PL N $150.00 20164 3311921110102 6706 REGENT AVE N $208.75 20164 3311921120079 6706 SCOTT AVE N $242.94 20164 3311921110078 6707 QUAIL AVE N $1,856.51 20164 3311921120087 6707 SCOTT AVE N $135.91 20164 3511921110057 6708 IRVING PL N $413.42 20164 3611921210041 6712 COLFAX AVE N $205.90 20164 3311921110101 6712 REGENT AVE N $724.86 20164 3311921120044 6712 TOLEDO AVE N $921.12 20164 3311921120038 6713 TOLEDO AVE N $1,031.73 20164 3411921210017 6714 GRIMES AVE N $225.84 20164 3311921110058 6715 PERRY AVE N $866.29 20164 3611921210093 6718 ALDRICH AVE N $162.96 20164 3411921120019 6718 DREW AVE N $742.90 20164 3611921220014 6719 DUPONT AVE N $778.69 20164 3311921110076 6719 QUAIL AVE N $943.95 20164 3411921120013 6724 EWING AVE N $659.11 20164 3411921120012 6724 FRANCE AVE N $347.65 20164 3611921120015 6724 WILLOW LA N $1,039.02 20164 3611921210101 6725 CAMDEN AVE N $446.09 20164 3311921120100 6725 REGENT AVE N $960.07 20164 3411921120057 6730 EWING AVE N $104.12 20164 3311921110047 6730 PERRY AVE N $194.51 20164 3311921120075 6730 SCOTT AVE N $306.97 20164 3311921120041 6730 TOLEDO AVE N $550.44 20164 3611921220035 6733 EMERSON AVE N $1,000.63 20164 3311921120040 6736 TOLEDO AVE N $1,104.25 20164 3411921120047 6801 DREW AVE N $1,180.51 20164 3311921120072 6801 SCOTT AVE N $955.42 20164 3611921220077 6804 FREMONT PL N $1,631.96 20164 3411921110038 6806 BEARD AVE N $1,250.30 20164 3411921120069 6806 FRANCE AVE N $1,255.57 20164 3411921110062 6806 ZENITH AVE N $595.75 20164 3611921220008 6807 DUPONT AVE N $929.33 20164 3611921210116 6811 COLFAX AVE N $856.72 20164 3311921110013 6812 ORCHARD AVE N $203.05 20164 3311921120062 6812 SCOTT AVE N $524.00 20164 3611921220032 6813 EMERSON AVE N $308.20 20164 3411921120065 6815 EWING AVE N $242.94 20164 3611921210010 6816 BRYANT AVE N $788.92 20164 3611921210031 6817 BRYANT AVE N $954.23 20164 3411921120051 6818 EWING AVE N $668.72 20164 3311921110062 6818 QUAIL AVE N $598.60 20164 3611921220031 6819 EMERSON AVE N $988.16 20164 3311921120014 6819 TOLEDO AVE N $733.40 20164 3411921110068 6825 ZENITH AVE N $1,062.85 20164 3311921110031 6830 PERRY AVE N $245.79 20164 3611921220004 6831 DUPONT AVE N $2,131.79 20164 3411921110015 6831 YORK PL $285.63 20164 3611921220102 6835 FREMONT PL N $188.80 20164 3311921110009 6836 ORCHARD AVE N $958.96 20164 3611921210014 6839 COLFAX AVE N $925.94 20164 3611921220101 6839 FREMONT PL N $1,102.52 20164 3611921120011 6842 WEST RIVER RD $213.46 20164 2811921430007 6901 REGENT AVE N $203.05 20164 2811921430058 6901 UNITY AVE N $835.37 20164 2811921440067 6906 REGENT AVE N $1,230.97 20164 2811921430009 6906 SCOTT AVE N $1,690.35 20164 2711921340064 6907 FRANCE AVE N $968.39 20164 2611921430017 6907 MORGAN AVE N $191.66 20164 2711921430062 6910 FRANCE AVE N $1,051.88 20164 2611921430016 6913 MORGAN AVE N $661.86 20164 2711921330042 6915 MAJOR AVE N $1,002.72 20164 2711921340069 6918 GRIMES AVE N $273.51 20164 2711921330032 6918 MAJOR AVE N $936.59 20164 2811921430021 6918 TOLEDO AVE N $140.66 20164 2811921430004 6919 REGENT AVE N $232.37 20164 2711921330020 6920 LEE AVE N $986.71 20164 2611921430026 6925 NEWTON AVE N $803.00 20164 2811921430003 6925 REGENT AVE N $68.64 20164 2711921330024 6927 LEE AVE N $506.37 20164 2811921430065 6929 UNITY AVE N $236.26 20164 2811921430041 6931 TOLEDO AVE N $1,044.08 20164 2511921430025 6931 WILLOW LA N $928.37 20164 2711921330039 6933 MAJOR AVE N $1,010.98 20164 2711921430028 6936 EWING AVE N $1,221.21 20164 2611921430066 6937 MORGAN AVE N $498.11 20164 2711921430021 6943 DREW AVE N $918.45 20164 2711921430093 6943 PALMER LAKE DR W $990.44 20164 2711921340041 7000 HALIFAX AVE N $670.27 20164 2611921440016 7000 KNOX AVE N $185.96 20164 2511921330010 7001 DUPONT AVE N $973.09 20164 2511921330033 7001 EMERSON AVE N $900.14 20164 2611921430046 7001 LOGAN AVE N $113.49 20164 2611921430064 7001 MORGAN AVE N $184.64 20164 2811921440047 7001 QUAIL AVE N $924.36 20164 2811921430075 7004 UNITY AVE N $574.32 20164 2511921330009 7007 DUPONT AVE N $912.10 20164 2711921430044 7007 EWING AVE N $893.29 20164 2711921430032 7012 EWING AVE N $965.88 20164 2611921430053 7012 MORGAN AVE N $106.62 20164 2711921340028 7013 GRIMES AVE N $283.04 20164 2611921440056 7018 IRVING AVE N $989.62 20164 2611921440008 7018 LOGAN AVE N $1,084.33 20164 2611921430054 7018 MORGAN AVE N $1,123.10 20164 2711921430041 7025 EWING AVE N $996.27 20164 2611921440063 7025 HUMBOLDT AVE N $981.57 20164 2611921430074 7030 NEWTON AVE N $694.04 20164 2511921330028 7031 EMERSON AVE N $999.94 20164 2711921430014 7037 DREW AVE N $1,002.75 20164 2811921440018 7037 PERRY AVE N $1,391.47 20164 2711921330084 7038 BROOKLYN BLVD $1,172.37 20164 2711921430001 7040 DREW AVE N $212.29 20164 2711921430061 7042 FRANCE AVE N $1,108.72 20164 2611921440004 7042 LOGAN AVE N $999.11 20164 2811921440032 7042 QUAIL AVE N $287.61 20164 2511921320093 7048 EMERSON AVE N $918.26 20164 2511921320088 7049 EMERSON AVE N $1,147.90 20164 2811921430141 7077 UNITY AVE N $75.19 20164 0111821240082 710 58TH AVE N $718.74 20164 2711921420022 7100 FRANCE AVE N $188.81 20164 2711921310057 7100 GRIMES AVE N $1,458.60 20164 2511921320064 7100 HUMBOLDT AVE N $1,044.72 20164 2711921320017 7101 KYLE AVE N $393.69 20164 2511921320063 7106 HUMBOLDT AVE N $988.42 20164 2811921410191 7110 QUAIL CIR E $1,026.81 20164 2711921320103 7112 JUNE AVE N $185.96 20164 2711921310076 7113 HALIFAX AVE N $96.83 20164 2511921320051 7118 GIRARD AVE N $434.35 20164 2711921320013 7118 LEE AVE N $1,883.54 20164 2611921420047 7118 NEWTON AVE N $1,040.98 20164 2711921420016 7119 EWING AVE N $652.50 20164 2611921410010 7121 KNOX AVE N $1,059.02 20164 2811921420010 7121 UNITY AVE N $197.35 20164 2511921320085 7124 FREMONT AVE N $1,230.88 20164 2711921320036 7124 MAJOR AVE N $185.96 20164 2711921320084 7125 KYLE AVE N $214.45 20164 0111821240035 713 58TH AVE N $912.70 20164 2811921420013 7133 UNITY AVE N $191.66 20164 2611921420037 7137 MORGAN AVE N $790.71 20164 2711921310064 7142 GRIMES AVE N $200.20 20164 2811921420037 7176 UNITY AVE N $925.58 20164 2511921310055 7200 DUPONT AVE N $663.37 20164 2711921320048 7200 NOBLE AVE N $1,060.46 20164 2711921310008 7201 FRANCE AVE N $904.62 20164 2811921410091 7202 PERRY CT E $824.62 20164 2511921320058 7204 HUMBOLDT AVE N $1,026.93 20164 2511921320015 7205 FREMONT AVE N $343.90 20164 2711921320049 7206 NOBLE AVE N $1,203.75 20164 2511921320080 7207 EMERSON AVE N $1,089.61 20164 2511921320031 7207 GIRARD AVE N $1,030.37 20164 2711921410006 7207 PALMER LAKE DR W $993.38 20164 2511921310040 7212 ALDRICH CT $1,010.71 20164 2711921310011 7212 GRIMES AVE N $322.29 20164 2711921320045 7213 MAJOR AVE N $459.51 20164 2511921320014 7215 FREMONT AVE N $230.00 20164 2711921320024 7215 LEE AVE N $208.75 20164 2611921420012 7218 MORGAN AVE N $459.00 20164 2711921310029 7224 HALIFAX AVE N $185.75 20164 2611921420013 7224 MORGAN AVE N $899.41 20164 2511921320027 7225 GIRARD AVE N $661.08 20164 2711921310066 7225 HALIFAX AVE N $820.76 20164 2711921320043 7225 MAJOR AVE N $231.54 20164 2611921420072 7225 NEWTON AVE N $257.14 20164 2511921420029 7226 DALLAS RD $851.67 20164 2711921320005 7230 LEE AVE N $750.15 20164 2711921320001 7230 NOBLE AVE N $890.51 20164 2711921310019 7231 GRIMES AVE N $1,148.63 20164 2511921320052 7234 HUMBOLDT AVE N $446.52 20164 2511921310061 7236 DUPONT AVE N $895.27 20164 2611921410105 7236 KNOX AVE N $878.19 20164 2511921320075 7237 EMERSON AVE N $194.50 20164 2511921410039 7237 WILLOW LA N $91.32 20164 2811921410204 7240 BROOKLYN BLVD $3,339.43 20164 2511921310045 7243 BRYANT AVE N $109.56 20164 2611921410101 7243 KNOX AVE N $809.78 20164 2511921310075 731 WOODBINE LA $1,404.97 20164 3611921210114 811 69TH AVE N $765.57 20164 2511921340003 816 69TH AVE N $930.57 20164 0111821310084 827 57TH AVE N $828.03 20164 2511921340010 857 70TH AVE N $114.51 20164 2511921340009 861 70TH AVE N $591.96 20164 2511921310022 906 WOODBINE LA $616.54 20164 0111821310009 907 57TH AVE N $464.60 20164 2511921310021 912 WOODBINE LA $1,116.21 20164 0111821240051 921 58TH AVE N $1,226.53 20164 1011821320070 PID 1011821320070 (NO ADDRESS) $119.82 $554,027.05Total Number of Accounts: 830 COU N C IL ITEM MEMOR ANDUM DAT E:8/12/2019 TO :C urt Boganey, C ity Manager T HR O UG H:N/A F R O M:Nate R einhardt, F inance Director S UBJ EC T:R esolution S etting a P ublic Hearing on P roposed Modific ations to Utility F ee S chedules R elated to Delinquent Utility C harges Requested Council Action: - M otion to set a public hearing for M onday, S eptember 23, 2019 on proposed modifications to utility fee schedules related to delinquent utility charges. Background: At the July 8, 2019 C ity C ounc il work s es s ion s taff pres ented information on delinquent utility c harges . At that work s es s io n, C ity C ounc il reques ted that staff move fo rward with the fo llo wing c o ns ideratio ns that were pres ented at the work session: 1. R educ e quarterly delinq uent c harges on utility ac counts from “G reater of $3.00 or 10% of unpaid balanc e” to “No additional charge”. a. Utility c us tomers wo uld no lo nger b e p enalized for not b eing ab le to afford their c urrent utility bill or fo r mis s ing a utility p ayment deadline. T he C ity would see a small reduction in costs and administrative time, as a res ult of eliminating penalty notic es o n utility c os ts. However, this would res ult in a reduc tion in C ity utility revenues as a result of no longer collec ting delinquent c harges . 2. Increase certification fee for collec tion with property taxes from “$30.00” to “$50.00”. a. T he certificatio n proc es s req uires additio nal no tic es b e mailed to property owners , public hearings, Hennepin C ounty fees , and additional time to adminis ter and trac k collec tions . 3. Modify the minimum o uts tand ing balanc e owed for ac counts to be entered into the c ertific ation process from $30.00 to an outs tanding balance owed of $150.00. a. C urrently fo r ac counts to b e c ertified they mus t o we a b alanc e of at least $30.00 to the C ity. T he amount is below a minimum res idential q uarterly bill of $130.36 and well b elo w a typic al residential quarterly bill. T his change wo uld dec reas e the amo unt of acc o unts that go to c ertific ation and allow acc ounts that might have missed one quarterly payment a c hance to catch up. T he C ity of Brooklyn C enter certifies approximately 650 (7.5%) of our cus tomer utility ac counts with the average c ertific ation balance o f approximately $735. Based on analys is there are very few c ertified commerc ial/industrial ac counts , o ver 98% of the ac counts being certified are res idential. Approximately 60% of the acc ounts being c ertified in the c urrent year were als o c ertified in the previous year. T he utility fee sc hedule currently inc lud es a quarterly d elinquent ac count charge of 10% o f unp aid balance. T he below c hart shows the impac t of these additional c harges on a typical res idential us er: Utility Cost Comparison Additional charges included: 1st quarter: $18.06 delinquent charge ($180.63 * 10%) 2nd quarter: $37.93 delinquent charge ($379.32 * 10%) 3rd quarter: $59.79 delinquent charge ($597.89 * 10%) 4th quarter: $83.83 delinquent charge ($838.30 * 10%) C ertification: $30.00 certification fee, $59.51 special assessment interest Delinquent c harges are typic ally us ed as a metho d to collec t and enc o urage timely payments and as a method to recoup any additio nal c os ts that would res ult from delinq uent payments . However, the C ity has been s uc cessful in c ollecting delinquent payments through the spec ial assessment certification process. C os t impact c onsiderations for delinquent acc ounts: T he C ity does inc ur additional costs on d elinquent acc ounts, this oc curs as a res ult of penalty notices s ent for delinquent ac counts . T he s p ecial assessment proc es s d o es req uire additio nal adminis trative time (processing, publishing, collec ting and reconciling). Acc ounts that are not paid on time, impact the timing of c as h flow and inves tment earnings. After reviewing thes e c o ns ideratio ns , staff believes the d elinquent c harges b eing c o llected are muc h higher than the as s o ciated c os t. O f the items ab o ve, the penalty notices o nly o cc ur as a res ult o f having a delinquent charge and the o ther two c an b e recovered through the appropriate spec ial assessment c ertific ation fee and interes t charge. C ity C o d e s ec tio ns 11.02 and 11.06 req uire a notice and hearing p rio r to the C ity C ounc il s etting new utility rates. T he P ub lic Hearing Notice will b e publis hed in the Brooklyn C enter P os t. A c opy of the notice has been attached. Budget Issues: In 2018 ac ro s s all utility funds the C ity c o llected a total amo unt o f $296,661 in delinq uent charges and $26,460 in certificatio n fees for d elinquent utility acc ounts. T his is eq uivalent to 3% o f $10.2 millio n in to tal utility charges. T he b igges t impac t is on the water utility where $150,000 in delinq uent c harges are c ollec ted, whic h is equivalent to 4.7% o f to tal water utility charges. Modifications to delinquent c harges would have an impac t on the revenues collec ted and rates for thes e funds. It could be viewed that the delinquent c harges are providing an equivalent subs idy in utility rates /c harges to those that pay their utility bills on time. T he proposed rates would bec ome effec tive on O ctober 1, 2019. S trategic Priorities and Values: R es ident Ec onomic S tability AT TAC HME N T S: Desc ription Upload Date Type Notice of P roposed Hearing 8/6/2019 Bac kup Material CITY OF BROOKLYN CENTER NOTICE OF PUBLIC HEARING ON PROPOSED MODIFICATIONS TO UTILITY FEE SCHEDULES RELATED TO DELINQUENT UTILITY CHARGES Notice is hereby given that the City Council of the City of Brooklyn Center, Minnesota, will meet in the Council Chambers of Brooklyn Center City Hall at 6301 Shingle Creek Parkway, on Monday, September 23, 2019 at 7 p.m. regarding proposed modifications to utility fee schedules related to delinquent utility charges. These proposed fee schedules are now on file at City Hall and open to public inspection. Written or oral comments to the proposed rates will be considered at this meeting. Auxiliary aids for persons with disabilities are available upon request at least 96 hours (4 days) in advance of the hearing. Please contact the City Clerk at 763-569-3300 to make arrangements. ______________________________________________ Barb Suciu, City Clerk By order of the City Council Published in the Brooklyn Center Post on August , 2019. COU N C IL ITEM MEMOR ANDUM DAT E:8/12/2019 TO :C urt Boganey, C ity Manager T HR O UG H:Doran C ote, P ublic Works Director F R O M:C ynthia Majors, P ublic Works Administrative Technic ian S UBJ EC T:R esolution Dec laring a P ublic Nuis anc e and O rdering the R emoval of Dead Trees at C ertain P roperties in Brooklyn C enter, Minnes ota Requested Council Action: - M otion to approve a resolution D eclaring a P ublic N uisance and O rdering the R emoval of D ead Trees for C ertain P roperties as listed in the resolution. Background: T he attac hed res olution repres ents the official C ity C ounc il ac tion required to expedite removal of dead trees that were recently marked by the C ity F orester and have become a public s afety issue due to being a hazard. T he removal of dead trees is defined in C ity O rdinance C hapter 20-202 and 19-101 through 19-106. P roperty owners are given the opportunity to remove the dead tree on their own or enter into an agreement to allow the C ity to remove the dead tree. A minimal administrative c harge of $50 is applied to the c os ts as s ociated with the tree removal when an agreement with the property owner is exec uted. If the owner does not res pond within ten (10) days , they are provided with a s econd notic e notifying them of the C ity C ouncil meeting where the dead tree is declared a public nuis anc e. If the property owner does not correc t the violation or enter into an agreement, the C ity will remove the dead tree. A minimum administrative abatement s ervic e c harge of $150 will be impos ed based on the c os t of the abatement. Budget Issues: T he c os t of removal of dead trees loc ated on private property is the res ponsibility of the res pective property owner, and if unpaid, is spec ially as s es s ed to the property. S trategic Priorities and Values: Enhanc ed C ommunity Image AT TAC HME N T S: Desc ription Upload Date Type R esolution 8/7/2019 C over Memo Member introduced the following resolution and moved its adoption: RESOLUTION NO._______________ RESOLUTION DECLARING A PUBLIC NUISANCE AND ORDERING THE REMOVAL OF DEAD TREES AT CERTAIN PROPERTIES IN BROOKLYN CENTER, MINNESOTA WHEREAS, Brooklyn Center City Code Section 20-202 AND 19-101, declares any dead tree a public nuisance and provides for abatement by the City if not corrected by the property owner; and; WHEREAS, removal of dead trees and abatement of the public nuisances is necessary to prevent the hazard and to protect the safety of the public in neighborhoods; and WHEREAS, a Notice to Abate Nuisance and a Dead Tree Removal Agreement has been issued to the owners of certain properties in the City allowing the owners ten (10) days to remove dead trees on the owners’ property; and WHEREAS, the City can expedite the removal of these dead tree(s) by declaring them a public nuisance. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Brooklyn Center, Minnesota, that: 1. The dead tree(s) at the following address is hereby declared to be a public nuisance. Property Address Tree Type Tree Number 4019 Joyce Ln Poplar 118, 119, 120, 121 2. After ten (10) days from the date of the initial notice, the property owner(s) was notified of the City Council action regarding the determination by the City Council declaring the dead trees a public nuisance. 3. The property owner(s) will receive a final written notice providing five (5) business days in which to contest the determination of the City Council by requesting, in writing, a hearing. Said request shall be filed with the City Clerk. 4. After five (5) days, if the property owner fails to request a hearing, the tree(s) shall be removed by the City. The cost of abatement shall be recorded and become the personal responsibility of the owner of record. If unpaid, the costs shall be specially assessed to the property in accordance with City codes and Minnesota Statutes Chapter 429. RESOLUTION NO._______________ 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. COU N C IL ITEM MEMOR ANDUM DAT E:8/12/2019 TO :C urt Boganey, C ity Manager T HR O UG H:Meg Beekman, C ommunity Development Director F R O M:G inny Mc Intosh, C ity P lanner / Zoning Adminis trator S UBJ EC T:P ublic Hearing of an O rdinanc e Authorizing a S tudy and P lac ing a Moratorium on Development of P roperties within the O pportunity S ite Requested Council Action: - M otion to open public hearing, take publi c i nput, and close the publi c heari ng - Mo t i on to approve a second readi ng and adopt an Interi m Ordi nance authori zi ng a study and placi ng a moratori um on the development of properti es wi thi n the Opportuni ty S i te, and approve a summari zed versi on of the ordi nance for publi cati on. Background: I n early 2019, the C ity began working with a consultant team to update the 2006 O pportunity S ite Master P lan. T he scope of that work is anticipated to include a new master plan for the area as well as new regulatory requirements to assist with implementing the plan. T he full scope of work is planned to be completed by mid- 2020. T he O pportunity S ite c o mp ris es approximately 81-ac res of land, of whic h the C ity o wns approximately 35 acres. T he C ity entered into a mas ter develo p ment agreement with Alatus in Ap ril 2018, and renewed the agreement in Ap ril 2019. T he C ity and the master d eveloper are wo rking together to plan fo r the redevelopment of the 81-ac re area, whic h wo uld inc lud e the creatio n of a mixed -us e downto wn center for the C ity. T he redevelopment is antic ip ated to includ e a signific ant amount of ho using, along with open spac e, new roads , regional stormwater fac ilities, parks , trails, and mix of retail and commerc ial us es . T he ad o p tion of an interim o rd inanc e authorizing a study and p lac ing a morato rium o ver the 81-acre s ite will allow time fo r the C ity to c omplete the master plan and ad o p t any regulatory c hanges needed to ens ure development of the area is c onsistent with the plan. If a s tudy and moratorium is not placed on the properties within the O pportunity S ite, those p ro p erties have the potential to b e d eveloped in a manner whic h is inc onsistent with the C ity's plan fo r the adjac ent E DA-o wned properties , whic h c o uld have extended negative effect on the area. T he C ity C ouncil chos e to approve the firs t reading of the proposed ordinance at their meeting on July 22, 2019, and sc heduled a sec o nd reading and pub lic hearing for the regular C ity C ounc il meeting o n Augus t 12, 2019. Notice o f the pub lic hearing was pub lis hed in the news p ap er and mailed to each ind ividual property owner, along with a letter of explanation. Upon ad o p tion o f the interim ordinanc e and mo ratorium, C ity S taff will continue the mas ter planning efforts , inc luding c onducting a s tudy of the area to determine what the future zoning of the property ought to be. R ecommendations from the s tud y will be s hared with the C ity C o uncil upon completio n o f the study process. T his area was id entified in the C ity's 2040 C omprehensive P lan as an area which requires additio nal foc used planning efforts . T he C ity C ounc il has the ab ility to s elec t the length o f time for the morato rium to b e plac ed on the property. T he morato rium c an be legally plac ed o n a property fo r no more than 12 mo nths per Minnes ota S tate S tatute 462.355 sub d ivision 4d . S taff is rec ommend ing a duration o f 12 months to p ro vide enough time to c omplete a land use and zo ning study fo r the s ite. T he C ity C o uncil has the ab ility to repeal the moratorium prior to the d ead line if the study is completed and it is determined that no c hange in future land us e o r zo ning is required. During that time the C ity wo uld p lace a moratorium o n the acc ep tance of land us e ap p licatio ns related to the reus e of property, the expans ion of exis ting buildings, or the c onstruc tion of new buildings . T he mo ratorium wo uld not ap p ly to p ermits or ap p ro vals related to maintaining, rep airing, or imp ro ving without expanding exis ting b uildings . It wo uld also not apply to the use o f build ings that are allowed b y the underlying zoning and do not require permits or land us e approvals from the C ity. Budget Issues: None to cons ider at this time. S trategic Priorities and Values: Targeted R edevelopment AT TAC HME N T S: Desc ription Upload Date Type O pportunity S ite Location Map 8/6/2019 Exhibit An Interim O rdinance Authorizing a S tudy and P lacing a Moratorium on the Development of P roperties with the O pportunity S ite 8/6/2019 O rdinanc e E A R L E B R O W N H I G H W A Y 1 0 0 SUMMIT JOHN MARTIN BASS LAKE RD S H I N G L E C R E E K P K W Y L I L A C L O G A N City of Br ooklyn CenterOpportunity Site -0 190 380 570 76095 Fee t BROOKDALE FORD SITE 2500 County Rd 10 8.62 Ac. MN SCHOOL of BUSINESS 5910 Shingle Creek Pkwy. 8 Ac. BROOKDALE SQUARE MALL 5900 Shingle Creek Pkwy. 23.2 Ac. JANI-KING 5930 Shingle Creek Pkwy. 1.84 Ac. FORMER AUDIO KING 5939 John Martin Dr. 1.6 Ac. NEW KING/TIRES PLUS 5927 John Martin Dr. 1.35 Ac. FORMER PERKINS 5915 John Martin Dr. 1.18 Ac. HEALTH PARTNERS DENTAL CLINIC 5901 John Martin Dr. 1.15 Ac. FORMER K-MART (Dollar Tree/Slumberland/Big Lots) 5930 Earle Brown Dr. 11.89 Ac. VALUES & SALES DATA MINNESOTA SCHOOL of BUSINESS 5910 Shingle Creek Pkwy. 2013 VAL: $1,410,000 SALE: $2,800,000 (2/1/13) JANI-KING 5930 Shingle Creek Pkwy. 2013 VAL: $897,000 SALE: $850,000 (7/1/04) FORMER AUDIO KING 5939 John Martin Dr. 2013 VAL: $1,025,000 SALE: $1,525,000 (1/31/06) NEW KING/TIRES PLUS 5927 John Martin Dr. 2013 VAL: $1,050,000 SALE: $1,138,888 (2/12/07) FORMER PERKINS 5915 John Martin Dr. 2013 VAL: $593,000 SALE: N/A HEALTH PARTNERS DENTAL CLINIC 5901 John Martin Dr. 2013 VAL: $920,000 SALE: $345,000 (4/1/90) FORMER K-MART (Dollar Tree/Slumberland/Big Lots) 5930 Earle Brown Dr. 2013 VAL: $2,400,000 SALE: N/A 1 593710v1BR291-16 CITY OF BROOKLYN CENTER Notice is hereby given that a public hearing will be held on the ____ day of __________, 2019, at 7:00 p.m. or as soon thereafter as the matter may be heard at City Hall, 6301 Shingle Creek Parkway, to consider an interim ordinance placing a moratorium on development with the Opportunity Site. Auxiliary aids for handicapped persons are available upon request at least 96 hours in advance. Please contact the City Clerk at 763-569-3300 to make arrangements. ORDINANCE NO. __________ AN INTERIM ORDINANCE AUTHORIZING A STUDY AND PLACING A MORATORIUM ON THE DEVELOPMENT OF PROPERTIES WITH THE OPPORTUNITY SITE THE CITY COUNCIL OF THE CITY OF BROOKLYN CENTER DOES ORDAIN AS FOLLOWS: Section 1. Legislative Findings. The City Council of the City of Brooklyn Center (“City”) hereby finds and determines as follows: 1.01. The City Council has the authority under Minnesota Statutes, section 462.355, subdivision 4 to adopt an interim ordinance “applicable to all or part of its jurisdiction” to “regulate, restrict, or prohibit any use, development, or subdivision” within the City if it has authorized a study to be conducted or has scheduled a hearing for the purpose of considering an amendment to its comprehensive plan or official controls. 1.02. The adoption of an interim ordinance does not require a public hearing, but the City may elect to utilize its standard ordinance adoption process to adopt an interim ordinance if it so chooses. 1.03. An approximately 81-acre area within the City known as the Opportunity Site, the boundaries of which are shown on the map attached hereto as Exhibit A, (“Opportunity Site”) contains several parcels, some of which are owned by the City’s Economic Development Authority and others are held privately. 1.04. The City hired a consultant and has for several months engaged in a master planning process for the Opportunity Site. 1.05. Developing a master plan for the Opportunity Site is a substantial undertaking for the City and one that can be significantly undermined by owners developing their property within the Opportunity Site in a way that is contrary to the guidance for the area developed as part of the master plan. 2 593710v1BR291-16 1.06. The City is at the point in the master planning process where it will begin seeking public input on the draft plan and so a moratorium is needed on development within the Opportunity Site to protect the planning process and avoid the long-lasting negative impacts that could result from development occurring that is contrary to the guidance established as part of the master plan. 1.07. The City Council determines that adopting an interim ordinance to place a moratorium on development within the Opportunity Site will give the City the opportunity to continue to study the appropriate types of uses to allow in the Opportunity Site, complete and adopt the master plan, and to draft and adopt any needed amendments to the City Code to implement the master plan. Section 2. Study Authorized. The City Council hereby authorizes City staff, as directed by the City Manager, to conduct, as part of the master planning process, a study of the current planning and zoning for the Opportunity Site, determine how property within the area should be guided for the future including, but not limited to, the uses that should be allowed in the area, and to develop and recommend for consideration and adoption by the City Council a final master plan and amendments to the City Code related to the Opportunity Site. Section 3. Moratorium. To ensure that no new development occurs in the Opportunity Site that might be inconsistent with the master plan being developed for the area, the City hereby imposes, for the term of this interim ordinance, a moratorium on the acceptance, processing, or issuance of any development applications or approvals including, but not limited to, preliminary plats, subdivisions, rezonings, variances, conditional use permits, site plans, planned unit developments, and permits for the construction or expansion of any building within the Opportunity Site. During the period of the moratorium, no new building may be constructed, and no existing building may be expanded, within the Opportunity Site. Section 4. Exceptions. The moratorium imposed by this interim ordinance shall not apply to any of the following: (1) Applications for permits or approvals that seek only to maintain, repair, or improve, without expanding, an existing building within the Opportunity Site; or (2) The issuance of building permits for any development or project that received all required City Council approvals prior to the effective date of this Ordinance. Section IV . Effective Date and Term. This interim ordinance shall go into effect 30 days after the second reading and final adoption, and shall remain in effect for 12 months, or upon the adoption of the master plan and the effective date of an ordinance amending the City Code to specifically address development within the Opportunity Site. The City Council may also act by resolution to terminate this interim ordinance prior to the expiration of the term established herein. Section V. Enforcement. The City may enforce this interim ordinance by mandamus, injunction or any other appropriate civil or criminal remedy in any court of competent jurisdiction. 3 593710v1BR291-16 Section VI . Separability. Every section, provision or part of this interim ordinance is declared separable from every other section, provision or part of this ordinance. If any section, provision or part of this interim ordinance is held to be invalid by a court of competent jurisdiction, such judgment shall not invalidate any other section, provision, or part of this interim ordinance. Adopted this ___ day of __________, 2019. ____________________________ Mike Elliott, Mayor ATTEST: _________________________ City Clerk Date of Publication _________________________ Effective Date _____________________________ (Strikeout indicates matter to be deleted, double underline indicates new matter.) COU N C IL ITEM MEMOR ANDUM DAT E:8/12/2019 TO :C urt Boganey, C ity Manager T HR O UG H:Meg Beekman, C ommunity Development Director F R O M:G inny Mc Intosh, C ity P lanner / Zoning Adminis trator S UBJ EC T:An O rdinance Amending C hapter 35 of the C ity C ode of O rdinanc es R egarding the Zoning C lassific ation at 5300 Dupont Avenue North (C hristy’s Automotive) Requested Council Action: M otion to open public hearing, take publi c i nput, and close the publi c heari ng M otion to approve the S econd R eading, adopt an ordinance amending C hapter 35 of the Z oning C ode of O rdinances regarding the zoning classification of 5300 D upont Avenue N orth (C hristy's Automotive), and approve a summarized version of the ordinance for publication. Background: Lori and James Dean (“T he Applic ants ”) sub mitted an ap p licatio n, reques ting approval for a s ite and building plan to c o nstruc t an additio n o n the rear p o rtion of the b uilding loc ated at 5300 Dupont Avenue North (“S ubject P roperty”), whic h would allow for an additional offic e, bathroom, and indoor s torage spac e. As the S ubjec t P ro p erty is c urrently a legal no nc o nforming use, and does not allo w for any expans io n to the s tructure per S ec tion 35-111 (N onconforming U ses), the Applic ants made additio nal reques ts to re-zone the property from R 2 (Two F amily R esidence) Dis trict to C 2 (C ommerce) Dis tric t, and ap p ro val of a S p ecial Use P ermit to continue operation of an automotive repair s hop. C ity C o uncil approved the afo rementio ned reques ts to c ons truc t an ad d ition o n the no rth s id e o f the exis ting s hop, loc ated on the S ubjec t P roperty, and is s uanc e o f a S p ecial Us e P ermit at their regular meeting o n July 22, 2019; ho wever, the C harter requires that a request to re-zone a property requires a sec o nd reading, whic h requires a public hearing be held to formally amend C hapter 35 of the C ity C ode of O rdinanc es to reflec t the re-zoning. T he C ity C o unc il approved the firs t reading o f the ordinanc e to re-zone the S ub ject P roperty at their regular meeting o n July 22, 2019, and sc heduled the s econd reading and p ublic hearing for the ordinanc e amendment for August 12, 2019. In reviewing the req ues t, C ity s taff determined that, as the assoc iated b usines s on-s ite, C hris ty’s Automotive, has operated at the loc ation of the S ubject P roperty s inc e at least 1944, was previously zoned “B3 G eneral Bus iness District” up until s o metime before 1972, b efo re b eing re-zo ned to R 2 (Two F amily R esidence) Dis tric t fo r reasons unknown, and as the C ity’s 2040 and 2030 C o mp rehens ive P lans both o utline the S ubjec t P roperty fo r a c ommerc ial type land us e, there is merit to re-zo ning the S ub jec t P roperty from R 2 to C 2 (C ommerce) Dis tric t. Budget Issues: None to cons ider at this time. S trategic Priorities and Values: Targeted R edevelopment AT TAC HME N T S: Desc ription Upload Date Type An O rdinance Amending C hapter 35 of the C ity C ode of O rdinances R egarding the Zoning C lassific ation of C ertain Land G enerally Loc ated in the S outheas t S ection of the C ity, G enerally S ituated between 53rd Avenue North to the S outh, 55th Avenue North to the 8/6/2019 O rdinanc e P C S taff R eport and Exhibits - 5300 Dupont Avenue North (C hris ty's Automotive)8/6/2019 Bac kup Material CITY OF BROOKLYN CENTER Notice is hereby given that a public hearing will be held on the 12 th day of August, 2019, at 7:00 p.m. or as soon thereafter as the matter may be heard at City Hall, 6301 Shingle Creek Parkway, to consider an Ordinance amending Chapter 35 of the City Ordinances regarding the zoning classification of certain land, generally located in the southeast section of the City, generally situated between 53 rd Avenue North to the South, 55 th Avenue North to the North, Colfax Avenue North to the East, and Dupont Avenue North to the West, and locally identified as 5300 Dupont Avenue North. Auxiliary aids for handicapped persons are available upon request at least 96 hours in advance. Please notify the City Clerk at 763-569-3306 to make arrangements. ORDINANCE NO. 2019-__ AN ORDINANCE AMENDING CHAPTER 35 OF THE CITY CODE OF ORDINANCES REGARDING THE ZONING CLASSIFICATION OF CERTAIN LAND GENERALLY LOCATED IN THE SOUTHEAST SECTION OF THE CITY, GENERALLY SITUATED BETWEEN 53 RD AVENUE NORTH TO THE SOUTH, 55 TH AVENUE NORTH TO THE NORTH, COLFAX AVENUE NORTH TO THE EAST, AND DUPONT AVENUE NORTH TO THE WEST, AND LOCALLY IDENTIFIED AS 5300 DUPONT AVENUE NORTH THE CITY COUNCIL OF THE CITY OF BROOKLYN CENTER DOES ORDAIN AS FOLLOWS: Section 1. Chapter 35 of the City Ordinances of the City of Brooklyn Center is hereby amended in the following manner: Section 35-1190. COMMERCE DISTRICT (C2). The following property is hereby established as being within a (C2) Commerce District Zoning Classification: Lot 11, Block 4, Bellvue Acres Addition. Section 2. This ordinance shall become effective after adoption and upon thirty days following its legal publication. Adopted this day of , 2019. _____________________________ Mayor ATTEST: City Clerk Date of Publication Effective Date (Note: (Strikeout text indicates matter to be delete, while underline indicates new matter. App. No. 2019-010 PC 07/11/2019 Page 1 Planning Commission Report Meeting Date: July 11, 2019 Application No. 2019-010 Applicants: Lori and James Dean (Boulevard Holdings, LLC) Location: 5300 Dupont Avenue North (PID: 01-118-21-34-0085) Requests: (1) Rezoning, (2) Special Use Permit, and (3) Site & Building Plan Approval REQUESTED ACTION Lori and James Dean (“The Applicants”) are requesting approval for a site and building plan to construct an addition on the rear portion of the building located at 5300 Dupont Avenue North (“Subject Property”), which would allow for additional office and storage space (Exhibit A). Currently, additional materials are being stored in two trailers where the proposed addition would be located. These trailers are attached by way of a loading dock to the back of the building. The Subject Property is currently a legal nonconforming use, and does not allow for any expansion to the structure per Section 35-111 (Nonconforming Uses). In order to accommodate the request, the property would need to be re-zoned from its current designation of R2 (Two Family Residence) District to C2 (Commerce) District. Given that the Subject Property has been home to a motor vehicle repair shop at this location for at least 75 years, this type of use would require issuance of a Special Use Permit. BACKGROUND The current structure where the business is located was originally built in 1944 on a 0.43 acre lot, and has been continuously operated as an automotive service center in the Bellvue neighborhood for over 75 years. Map 1. Aerial of Subject Property (2018 Hennepin County Imagery). • Application Filed: 6/11/2019 • Review Period (60-day) Deadline: 08/10/2019 • Extension Declared: N/A • Extended Review Period Deadline: N/A App. No. 2019-010 PC 07/11/2019 Page 2 As part of the application for re-zoning, a public hearing notice was duly published in the Brooklyn Center Sun Post on June 27, 2019 (Exhibit B), and notices were mailed to adjacent property owners. As of the date of this report, the City has not received any comments from the public about this proposal. It should be noted that the public notice published outlined a re-zoning of the Subject Property from an R2 (Two Family Residence) District property to a C1 (Service/Office) District property. Following additional review by City staff, it was determined that the Subject Property should be re-zoned to a C2 (Commerce) District property, which requires issuance of a Special Use Permit. Additional analysis on the Special Use Permit can be found later in the staff report. SITE DATA 2040 Land Use Plan: Commercial Neighborhood: Bellvue Current Zoning: R2 (Two Family Residence) District Site Area: 0.43 acres Surrounding Area Direction 2040 Land Use Plan Zoning Existing Land Use North Low-Density Residential R2 (One and Two Family Residence) SF Detached South Low-Density Residential One Family Residence (Minneapolis) SF Detached (Minneapolis) East Low-Density Residential R2 (One and Two Family Residence) SF Detached West Low-Density Residential and High-Density Residential R2 (One and Two Family Residence) and R4 (Multiple Family Residence) SF Detached and Apartments COMPREHENSIVE PLAN The Applicants’ proposal is consistent with the goals outlined in City’s draft of the 2040 Comprehensive Plan (“The Plan”), which lists the Subject Property’s projected future land use as “Commercial” (Refer to Map 2 below). During the public engagement process for the 2040 Comprehensive Plan, residents requested that more local services, restaurants, and retail opportunities be established within neighborhood locations. One of the goals outlined in the Land Use & Redevelopment Chapter of The Plan calls for the City to, “enhance and maintain existing neighborhoods through proper land use designations and clear supportive zoning that makes reinvestment and rehabilitation easy for residents.” The 2030 Plan also denoted a commercial type land use for the Subject Property. App. No. 2019-010 PC 07/11/2019 Page 3 Map 2. Subject Property with Commercial Land Use Designation (2040 Brooklyn Center Comprehensive Plan). REZONING Under Section 35-111 (Nonconforming Uses) of the City Code, the continued use of any nonconforming building existing at the time of adoption of the City ordinance is permitted as long as the nonconforming use is not enlarged or increased or occupy a greater area of land. The current proposal would expand the existing building by approximately 975 square feet to incorporate an addition to the structure that would allow for the indoor storage of materials that are currently being stored outside in trailers and within a fenced area, allow for an office expansion, and install a new bathroom. According to City records, a 1961 zoning map retrieved from City archives indicates that the Subject Property was previously zoned as a commercial property (B3-General Business District). However; a zoning map from 1972 indicates that the property was re-zoned to an R2 (Two Family Residence) District property in the intervening period (Refer to Map 3 below). As archived records from that era are incomplete, staff was unable to find documentation as to the rationale for the zoning change. Map 3. Subject Property with B-3 Zoning Designation (1961 Zoning Map) and R2 Zoning Designation (1972 Zoning Map). App. No. 2019-010 PC 07/11/2019 Page 4 It is the policy of the City that: a) Zoning classifications must be consistent with the Comprehensive Plan, and b) Rezoning proposals shall not constitute “spot zoning,” defined as a zoning decision which discriminates in favor of a particular landowner, and does not relate to the Comprehensive Plan or to accepted planning principles. The City Zoning Code also stipulates that the requested zoning change address the following guidelines (responses from City staff are italicized) per Section 35-208 (Rezoning Evaluation Policy and Review Guidelines): a. Is there a clear and public need or benefit? The Subject Property currently provides services to the immediate neighborhood and vicinity as an auto repair shop. The existence of Christy’s Auto Service (Subject Property) provides residents and other customers with a locally-owned shop and service in a residential neighborhood that has not changed much from when it was originally opened at this location 75 years ago in what was then the Village of Brooklyn Center. The business itself is over 80 years old. During the engagement process for the 2040 Comprehensive Plan, residents noted a desire for local service options within the City, rather than having to leave the City limits for their day-to- day needs. b. Is the proposed zoning consistent with and compatible with surrounding use classifications? The proposed zoning would result in the Subject Property being the only C2 (Commerce) District zoned property in the nearby vicinity; however, this particular property has a long-standing history in the Bellvue neighborhood and per previous zoning maps on record, was previously zoned “B-3 General Business District” up until around 1972, when the zoning of the entire area covering the majority of Russell Avenue North to Interstate 94 and 53rd Avenue North (Minneapolis border) to 55th Avenue North was re-zoned to “R2 Two Family Residence” District. These changes also resulted in the rezoning of six other properties to the R2 District. City staff reviewed Planning Commission and City Council records on file but were unable to identify the reasoning for these re-zonings. With the exception of the Subject Property, all other properties were either developed into residential properties (both R2 (Two Family Residence) and R4 (Multiple Family Residence) Districts) or are currently being used for pedestrian and bicycle paths. c. Can all permitted uses in the proposed zoning district be contemplated for development of the Subject Property? There are no plans to redevelop the Subject Property at this time. The requested re-zoning is to allow for improvements to be made on the Subject Property. As the Subject Property is non- conforming, these improvements cannot be made without approval of a re-zoning and the related issuance of a Special Use Permit. Based on a review of permitted uses allowed in the C2 (Commerce) District, as identified in App. No. 2019-010 PC 07/11/2019 Page 5 Section 35-322 (C2 Commerce District) of the City Code, the Zoning Code would allow for only select types of uses on the Subject Property due to the overall size of the Subject Property at only 0.43 acres in size, and general site constraints. The Subject Property would, however, allow for certain neighborhood serving uses, such as restaurants and coffee shops, retailers of merchandise, repair shops, drop-in child care centers, medical and dental laboratories, and contractor offices. Certain other C2 District uses, such as hospitals and nursing homes, would find the site too constraining as a standalone site. d. Have there been substantial physical or zoning classification changes in the area since the subject property was zoned? The surrounding neighborhood is primarily residential, consisting of residential homes on smaller lots, with some R4 District-zoned apartment buildings and churches located on corners in the vicinity of the Subject Property. This area of Brooklyn Center (Bellvue Neighborhood), in relation to the rest of Brooklyn Center, was primarily developed earlier than other parts of the City, as it straddles the northern border of the City of Minneapolis. The Subject Property itself, in reviewing historic aerial imagery and photography, has overwhelmingly remained the same, aesthetically. Please refer to Images 1 and 2 on page 8 of the report for comparison. e. In the case of City-initiated rezoning proposals, is there a broad public purpose evident? Not applicable. This is not a City-initiated rezoning proposal. The Applicants have made a request to rezone the Subject Property in order to conduct improvements to the property. f. Will the Subject Property bear fully the ordinance development restrictions for the proposed zoning districts? Staff believes the new zoning designation for the Subject Property is specific only to proposed continuation of the business located on the Subject Property at 5300 Dupont Avenue North. Although there are certain non-conformities, such as the building’s setbacks, the proposed associated improvements would result in no greater non-conformities than are already in existence. City staff has requested that the Applicant address certain outstanding issues with the site as part of any Site and Building Plan approval, including the re-striping of the parking lot, and construction of a trash enclosure. The building has been in existence since at least 1944, and the new addition should be easily accommodated on the site as it will fall within the existing building envelope. g. Is the Subject Property generally unsuited for uses permitted in the present zoning district, with respect to size, configuration, topography, or location? Yes, as this type of use is not permitted in an R2 (Two Family Residence) District. That said, the Subject Property and its related business appear to have successfully functioned in the same location since 1944. The associated request to build an approximately 975-square foot addition on to the back of the building would not expand outside the building’s existing outer footprint. App. No. 2019-010 PC 07/11/2019 Page 6 The Subject Property’s location on a corner also provides greater access via two drives for cars to be serviced. The Site and Building Plan request (below) is not to address configuration issues, but rather to provide more permanent interior storage and office expansion upgrades. h. Will the rezoning result in the expansion of a zoning district, warranted by: 1) Comprehensive Planning; 2) The lack of developable land in the proposed zoning district; or 3) The best interests of the community? The 2040 Comprehensive Plan outlines the Subject Property’s future land use as “Commercial,” and serves as a continuation to the 2030 Comprehensive Plan’s belief that the Subject Property is intended for a commercial type use. Although the City is overwhelmingly built out, this is a longstanding business seeking to remain in the same location it has been for the past 75 years. By keeping the associated Christy’s Auto Service on the Subject Property, this addresses a need outlined by residents during the 2040 Comprehensive Plan community engagement process to provide for, protect, and promote locally owned businesses here in the City. i. Does the proposal demonstrate merit beyond the interests of an owner or owners of an individual parcel? Yes. The request by the Applicants are not to bring a new business to a residential neighborhood, but rather to keep an existing business at its current location and allow for improvements to be made to the Subject Property. By removing the existing trailers from the loading dock on the back of the building and constructing a true brick and mortar addition, the Applicants are investing in the City of Brooklyn Center and the surrounding neighborhood, and addressing potential code issues, as per Section 35-412 (Special Requirements in C2 Districts), outside storage in trailers is not permitted. Based on the above-noted findings of fact contained in this report, City staff recommends the Planning Commission recommend City Council approval of the requested re-zoning of the Subject Property located at 5300 Dupont Avenue North from R2 (Two Family Residence) District to C2 (Commerce) District. SPECIAL USE PERMIT In order to accommodate the Applicants’ request to construct an approximately 975-square foot addition onto the north side of their existing building, the Subject Property needs to be re-zoned. As the request would require a re-zoning to C2 (Commerce) District and the existing use of the Subject Property is for motor vehicle repair, a Special Use Permit is now required. It should be noted that, to City staff knowledge, the Subject Property has never been in possession of a Special Use Permit as the existing Christy’s Auto Service business located on the Subject Property has been in existence since before Brooklyn Center was a city. As the motor vehicle repair business is a “non-conforming use” and as the Applicants wish to invest in their property by constructing an approximately 975-square foot addition, the issuance of a Special Use Permit is tied to the request to re- zone the property to C2 (Commerce) District. According to Section 35-220 (Special Use Permits) of the City’s Zoning Ordinance, App. No. 2019-010 PC 07/11/2019 Page 7 “Special uses are those which may be required for the public welfare in a given district but which are, in some respects, incompatible with the permitted uses in the district. Before a building or premises is devoted to any use classified as a special use by this ordinance, a special use permit must be granted by the City Council.” Section 35-322 (C2 Commerce District) notes that “Gasoline service stations (see section 35-414), motor vehicle repair and auto washes, provided they do not abut an R1, R2, or R4 district, including abutment at a street line” and “The sale or vending at gasoline service stations of items other than fuels, lubricants or automotive parts and accessories (and other than the vending of soft drinks, candy, cigarettes and other incidental items for the convenience of customers within the principal building) provided adequate parking is available consistent with the Section 35-704, 2 (b) and 2 (c),” are permitted in the C2 (Commerce) District by Special Use only. This particular property features a set of unique circumstances in that, under the current Zoning Ordinance, the associated business (Christy’s Auto Service) would not be allowed in its location today as it is adjacent to R2 (Two Family Residence) and R4 (Multiple Family Residence) District-zoned properties. It should be noted that the Subject Property was developed prior to any of the properties immediately surrounding it, with the exception of a residential home located kitty-corner to the Subject Property on the Minneapolis side of 53rd Avenue North, which was constructed in 1926. Hennepin County records notes a build date of 1944 for the Subject Property located at 5300 Dupont Avenue North, whereas the surrounding residential properties were all developed between 1947 and 1960. Per the Standards of Special Use Permits, a Special Use Permit may be granted by the City Council after demonstration by evidence that all of the following are met: 1. The establishment, maintenance, or operation of the special use will promote and enhance the general public welfare and will not be detrimental to or endanger the public health, safety, morals, or comfort. 2. The special use will not be injurious to the use and enjoyment of other property in the immediate vicinity for the purposes already permitted, nor substantially diminish and impair property values within the neighborhood. 3. The establishment of the special use will not impede the normal and orderly development and improvement of surrounding property for uses permitted in the district. 4. Adequate measurements have been or will be taken to provide ingress, egress, and parking so designed as to minimize traffic congestion in the public streets. 5. The special use shall, in all other respects, conform to the applicable regulations of the district in which it is located. There are no plans by the Applicants/Property Owners to alter the use of the existing building and associated business with the exception of constructing an approximately 975-square foot addition onto the north side of the building for indoor storage of materials and supplies, an expanded office space, and a bathroom. The Applicants have indicated no plans to alter any of the existing ingress, egress, or parking, with the exception of a City staff request to stripe the parking lot to comply with City Code App. No. 2019-010 PC 07/11/2019 Page 8 requirements. While Section 35-412 (Special Requirements in C2 Districts) dictates that any storage, such as the storage of vehicles, take place within an enclosed building or behind an opaque fence high enough to completely screen anything beyond it, City staff visited the Subject Property and determined that a fence would not be required so long as any vehicles receiving service are parked in an orderly fashion in marked spaces. Given that the business was established on the Subject Property 75 years ago, City staff has determined that the continued operation of the motor vehicle repair shop is of minimal detriment to the public health, safety, morals, or comfort of the surrounding neighborhood. The expansion of the business is to relocate items currently being stored outside indoors, construct a new bathroom, and expand the office space, which in turn would serve as an improvement to the neighborhood. Based on the above-noted findings of fact contained in this report, City staff recommends the Planning Commission recommend City Council approval of the requested issuance of a Special Use Permit to allow for the continued operation of a motor vehicle repair shop. This request is tied to the associated request to re-zone the Subject Property from R2 (Two Family Residence) District to C2 (Commerce) District. SITE AND BUILDING PLAN Image 1. Historic Photo of Christy’s Auto Service (Source: www.christysautoservice.com). Image 2. Current Photo of Christy’s Auto Service-View from South of Subject Property (Source:www.christysautoservice.com). As the request is to re-zone the Subject Property from R2 (Two Family Residence) District to C2 (Commerce) District, Section 35-230 (Plan Approval) requires site and building plan approval to App. No. 2019-010 PC 07/11/2019 Page 9 construct the proposed addition on the north side of the existing building. Site Design The new approximately 975-square foot addition proposed for the north side of the property features a garage door entrance. The exterior of the addition, when completed, will be constructed of the same stucco façade as the existing structure. Currently, the area that is proposed for an addition is being utilized as storage space with trailers within a fenced area. Per the Applicant, items such as tires, rims, and drums are stored in this location. Based on the submitted plans, staff determined that designing an addition where the trailers are currently stored could mitigate potential code enforcement issues related to the outdoor storage of materials. Please refer to Images 3, 4, and 5 below for the current conditions. Image 3. Existing Trailers and Storage on Subject Property-North Building Elevation. Image 4. Existing Trailers and Storage on Subject Property. App. No. 2019-010 PC 07/11/2019 Page 10 Image 5. Existing Trailers and Storage on Subject Property-View from Dupont Avenue North. Image 6. Rendering of Proposed New Addition to Subject Property-North Elevation. Image 7. Interior Layout of Proposed New Addition to Subject Property. App. No. 2019-010 PC 07/11/2019 Page 11 SETBACKS Image 8. Site Plan of Proposed Addition to Subject Property (Highlighted in Red). In the case of C2-zoned properties located on a corner lot, the general minimum requirement for a front setback is 35 feet, and a corner setback of 25 feet. Considering the Subject Property is situated on a corner lot, Section 35-400 (Table of Minimum District Requirements) notes that in the case of corner lots, “the lot lines not abutting street right-of-way shall, for the purpose of this ordinance, be considered side-interior lot lines, and except as otherwise provided, the use shall adhere to the setback requirements set out for interior side yards.” Therefore, the minimum setbacks for the interior side and rear are 10 feet, respectively. The new addition would only have an effect on the rear and corner side yard setbacks. As proposed, the addition would be situated 46.3 feet from the corner property line, and the rear of the addition would align with the existing building footprint at 48.7 feet. In addition, the proposed addition would be flush with the existing height of the building. LIGHTING | TRASH | SCREENING Lighting Staff recommends that the Applicants consider lighting on the exterior of the proposed addition to minimize the possibility of graffiti or theft, and to provide additional safety for employees and customers. Per Section 35-712 (Lighting), lighting shall not exceed three (3) foot candles measured at property lines abutting residentially zoned property, or 10 foot candles measured at the property lines abutting the street right-of-way or non-residentially zoned properties. As is specified, no glare shall emanate from or be visible beyond the boundaries of the illuminated premises. Pending approval of the App. No. 2019-010 PC 07/11/2019 Page 12 rezoning and site and building plan requests, the Applicants shall provide locations and types for any new lighting, as well as a photometric plan verifying the fixtures will not exceed three (3) foot candles and comply with lighting requirements. Trash and Screening Staff noted the existence of a trash dumpster on the Dupont Avenue North side of the Subject Property. Per City Code requirements, trash dumpsters and any other ground mounted equipment (e.g., transformers, mechanical) shall be effectively screened from adjacent rights-of-way and adjacent properties by a solid wall or fence constructed of wood, masonry, or other durable materials that are complementary to the primary building. As the existing trash dumpster is not screened, a condition of any approval for the site and building plan will require that the trash dumpster be fully enclosed per City requirements should it remain outside. Plans will need to be submitted as part of any building permit submittal for the addition. Per Chapter 12 (Building Maintenance and Occupancy) of the City Code, any roof-mounted equipment located on the addition will need to be screened from view through the use of parapets, wall/fencing materials, or paint to match surrounding colors when visible from the public right-of-way. ACCESS AND PARKING The proposed addition should not affect the Subject Property negatively so long as it is constructed as proposed. Following a review of the site, it was noted that there is currently no parking lot striping. In order to comply with City Code requirements and ensure sufficient emergency access is maintained around the property, City staff is requesting that the parking lot be striped. Per City Code, a minimum 20 foot drive aisle is required for fire access. The Applicants will need to submit a parking plan as part of any building permit submittal. Assuming a continued “Automobile Service Station” use, a minimum of three (3) parking spaces for each enclosed bay plus one (1) space for each day shift employee, plus a minimum of two (2) spaces for service vehicles and one (1) additional space for each service vehicle over two in number is required. LANDSCAPING There was no Landscape Point System Policy in place when the Subject Property was first developed. Nonetheless, Staff does not anticipate that existing landscaping will be impacted by the proposed development as the construction is limited to the area that currently houses an enclosure on the north side of the property and the entire Subject Property is covered in impervious surfaces. While Staff would like to see landscaping incorporated on site, this would require existing impervious to be removed, which could potentially result in circulation issues around the site. ASSISTANT CITY ENGINEER REVIEW As part of any approval of the requests, the Applicants will need to comply with the use of storm water erosion control Best Management Practices (BMPs) as necessary to prevent sediment from reaching the storm sewers, as noted by Assistant City Engineer Andrew Hogg in his memorandum dated July 1, 2019 (Exhibit C). FIRE INSPECTOR | BUILDING OFFICIAL REVIEW Per Building Official Dan Grinsteinner, buildings 2,000-square feet or greater require installation of a fire sprinkler system. This requirement applies to any existing or new building additions. In addition, the Applicant will need to comply with any applicable Minnesota Accessibility Code requirements as relating App. No. 2019-010 PC 07/11/2019 Page 13 to parking and access (e.g., bathrooms, counters). Pending approval of the identified requests, the Building Official may require submittal of architecturally stamped plans as part of the building permit submittal process. SIGNAGE No signage requests were submitted as part of Planning Commission Application No. 2019-010. All signage is to comply with Chapter 34 (Signs) of the City Code. Based on the above-noted findings of fact contained in this report, City staff recommends Planning Commission recommend City Council approval of the requested site and building plan to construct an approximately 975-square foot addition on the north side of the Subject Property located at 5300 Dupont Avenue North. CONDITIONS OF APPROVAL Staff recommends the following conditions be attached to any positive recommendation on the approval of Planning Commission Application No. 2019-012 for the Subject Property located at 5300 Dupont Avenue North: 1. Rezoning: The Applicant’s request to construct an approximately 975-square foot addition on the north side of the property is contingent upon obtaining approval to re-zone the Subject Property from R2 (Two Family Residence) District to C2 (Commerce) District, and issuance of a Special Use Permit for the motor vehicle repair use. 2. Building and Site Plan Review: The building plans are subject to review and approval by the Building Official with respect to applicable codes prior to the issuance of permits. a. Any major changes or modifications made to this Site and Building Plan can only be made by an amendment to the approved Site and Building Plan as approved by the City Council. i. Architecturally-stamped building plans may be required as part of any building permit submittal. ii. The Applicant shall provide a parking plan as part of a building permit submittal. Upon approval of the parking plan, the Applicant shall stripe the Subject Property in accordance with the submitted plans and per City Code requirements. b. A pre-construction conference shall be held with City staff and other entities designated by the City prior to issuance of a Building Permit. 3. Agreements: a. Unless otherwise determined, Property Owner/Applicant shall execute a separate Performance Agreement with supporting financial guarantee approved by the City, which ensures the Subject Property will be constructed, developed, and maintained in conformance with the plans, specifications, and standards comprehended under this Site and Building Plan. b. The Applicant shall submit an as-built survey of the Subject Property, as well as any improvements and utility service lines, prior to the release of the Performance Agreement financial guarantee. App. No. 2019-010 PC 07/11/2019 Page 14 4. Engineering Review: a. The Applicant agrees to comply with all conditions or provisions noted in the City Engineer’s Review memorandum, dated July 1, 2019. 5. Construction Standards: a. Appropriate erosion and sediment control devices shall be provided on site during construction as approved by the City’s Engineering Division. 6. Facilities and Equipment: a. Any outside trash disposal facilities or ground mechanical equipment shall be appropriately screened from view per City Code requirements. b. Any outdoor enclosures shall be constructed with materials that are complementary to the principal building and new addition. c. Semi-trailers, etc. shall not be used for the out of door storage of materials, equipment, merchandise, inventory, etc. Any trailers on-site of the Subject Property shall be removed. d. Per Code, fire sprinkler systems are required for buildings 2,000-square feet in size. e. Minnesota ADA compliance as related to parking, public access, etc. is required. The aforementioned comments are provided based on the information submitted by the applicant at the time of this review. Other guarantees and site development conditions may be further prescribed throughout the project as warranted and determined by the City. RECOMMENDATION Based on the findings of fact contained in this report, staff has determined that all requirements of the City’s Zoning Code, pertaining to the re-zoning, Special Use Permit, and site and building plan requests, as identified in Planning Commission Application No. 2019-010, have been met or exceeded, and therefore support a recommendation for approval of the application. Based on the findings and the above-noted conditions of approval, staff recommends the following motion: Motion to approve a Resolution recommending that the City Council approve Planning Commission Application 2019-010 for the rezoning of the Subject Property located at 5300 Dupont Avenue North from R2 (Two Family Residence District) to C2 (Commerce) District, issuance of Special Use Permit for the continued operation of a motor vehicle repair business, and site and building plan approval to construct an approximately 975-square foot addition. Should the Planning Commission accept this recommendation, the Commission may elect to adopt the resolution which memorializes the findings in granting approval for the requested rezoning, Special Use Permit and site and building plan approvals, subject to the Applicants complying with the conditions outlined in the associated resolution. ATTACHMENTS Exhibit A – Planning Commission Application No. 2019-010 and Submitted Plans. Exhibit B- Public Hearing Notice, published by Brooklyn Center Sun Post, dated June 27, 2019. Exhibit C- Review Memorandum, prepared by Assistant City Engineer Andrew Hogg, dated July 1, 2019. Exhibit A Exhibit B M E M O R A N D U M DATE: July 1, 2019 TO: Ginny McIntosh, City Planner/Zoning Administrator FROM: Andrew Hogg, Assistant City Engineer SUBJECT: Site Plan Review – Christy’s Auto Site Public Works Department staff reviewed the following documents submitted for review on June 4, 2019, for a Site Plan Review of Christy’s Auto Site at 5300 Dupont Ave N: Application dated June 4, 2019 Subject to final staff Site Plan approval, the referenced plans must be revised in accordance with the following comments/revisions and approved prior to issuance of Land Alteration permit: C1.01 – Site Plan 1. Use storm water erosion control BMP’s as necessary to prevent sediment from reaching the storm sewers. The aforementioned comments are provided based on the information submitted by the applicant at the time of this review. Other guarantees and site development conditions may be further prescribed throughout the project as warranted and determined by the City. Exhibit C COU N C IL ITEM MEMOR ANDUM DAT E:8/12/2019 TO :C urt Boganey, C ity Manager T HR O UG H:N/A F R O M:Nate R einhardt, F inance Director S UBJ EC T:R esolution Awarding the S ale of $9,850,000 G eneral O bligation Improvement and Utility R evenue Bonds, S eries 2019A F ixing T heir F orm and S pecific ations ; Directing T heir Execution and Delivery; and P roviding for T heir P ayment Requested Council Action: - M otion to approve a resolu tion awa rd ing th e sa le of $9 ,850,0 0 0 G enera l O bligation Improvemen t and U tility R even u e B onds, S eries 2 0 1 9 A fixing th eir form and specifica tions; d irecting their execu tion and delivery; and providing for their payment. Background: O n July 8, 2019 the C ity C ounc il adopted a res o lutio n s etting the d ate fo r the competitive negotiated s ale of $9,850,000 G eneral O bligation Improvement and Utility R evenue Bo nds, S eries 2019A. T he bond proceeds will be us ed to financ e the cons truction of Inters tate Area Improvements and Bellvue/S outheast Improvements. We have attac hed a c opy of the P reliminary O fficial S tatement whic h des cribes the bond sale in more detail. We anticipate that S tandard & P oor’s will confirm that the bonds will continue to be rated AA. T he rating report will be sent to the C ounc il when rec eived prior to the C ouncil meeting. C ompetitive propos als will be received by the C ity’s financ ial advis or, Baker Tilly at 10:00am on August 12, 2019. Doug G reen, Director at Baker Tilly will be present at the C ounc il meeting to disc uss the rec ommendations for the s ale. Interstate Area Improvements T he C ity’s C ap ital Imp ro vement P lan id entifies the Inters tate Area Neighb o rhood for rec o ns truc tion in 2019, as p art o f its lo ng-range infras tructure rehabilitation p ro gram referred to as the Neighborhood S treet and Utility Improvement P rogram. T he program has cons is ted o f a sys tematic rehab ilitatio n and/o r rep lac ement o f the C ity’s aging streets, water main, sanitary sewers , s idewalks and street lights. T he Interstate projec t area extends from Inters tate 94 to 59th Avenue and fro m Dup o nt Avenue to Lyndale Avenue. T he to tal p ro ject length is 17,343-feet. T he neighborho o d cons is ts o f approximately 237 residential properties. O n December 10, 2018 the C ity C o uncil approved a resolution o rd ering improvements and authorizing preparation of p lans and s p ecific ations for the Inters tate Area s treet, s to rm drainage and utility improvements. C ity C ounc il also approved a resolution c ertifying the s pecial as s es s ments on this project. O n June 10, 2019 the C ity C ounc il ac cepted the bid and awarded the contrac t of Inters tate Area Improvements to the lowes t res ponsible bidder. T he estimated cost of the projec t (amended per low bid) is $10,857,514. Bellvue/S outheast Area Mill and O verlay T he Bellvue p ro ject area extend s fro m Dupont Avenue to 4th S treet and 53rd Avenue to 55th Avenue from James Avenue to 4th S treet. T he area contains a to tal of 10,858 linear feet o f lo cal streets. T he project area cons is ts o f approximately 165 res idential properties , three multi-family properties, two b usines s properties and one churc h property. T he S o utheast projec t area extends from Interstate 94 to Irving Avenue b etween 57th Avenue and 55th Avenue, and fro m Dupont Avenue to Irving Avenue between 55th Avenue and 53rd Avenue. T he area c o ntains a to tal of 20,364 linear feet of lo cal s treets . T he projec t area c onsists of approximately 401 s ingle family residential properties and s ix multi-family properties. O n March 6, 2018 and June 11, 2018 the C ity C o uncil approved res o lutio ns es tablis hing imp ro vement projec ts for the Bellvue and S o utheast Area mill and overlays. C ity C o uncil als o approved a res o lutio n c ertifying the s pecial as s es s ments on this project. O n June 24, 2019 the C ity C o uncil ac cepted the b id and award ed the c o ntract o f the Bellvue/S o utheas t mill and overlay to the lowest respons ible bidder. T he es timated total cost of the projec t of $3,293,810. Budget Issues: T he to tal estimated c o mb ined c os t (amended per low bid) of the two p ro jects is $14,151,324. O f this total cost, $9,850,000 o f s treet, s anitary s ewer, s to rm d rainage and water infras tructure c o s ts will b e financed through b o nd p ro ceeds and p aid from a c o mb inatio n o f future spec ial assessments, property taxes and utility revenues. T his equates to approximately 70% of the total project c os t. T he Inters tate Area Imp ro vements and the Bellvue/S o utheas t Imp ro vements were includ ed in the 2019 adopted budget. T he S treet R econs truction fund whic h is the primary s ourc e of funding for the C ity’s s hare of street recons truction improvements receives approximately $689,000 per year in franchis e fees. F ranchis e fees are not adequate to cover the C ity’s s hare o f street recons tructio n expend itures whic h have an es timated average annual c os t of $4.1 million for the years 2019 through 2021 as identified in the C apital Improvement P lan (C I P ). T he propos ed 2019A b o nd is s ue includ es ap p ro ximately $1.7 millio n in s treet rec o nstruc tion costs that will be repaid fro m an ad d itional debt service property tax levy. T he s treet improvement portion of the bond is s ue is s tructured to result in a lo wer property tax levy in the firs t two annual payments , fo llo wed by an approximate $125,000 inc reas e in annual levy req uirements to wrap around the tax levies on the C ity’s o uts tand ing general obligation imp ro vement bond s . T he es timated req uired levy fo r the new debt s ervic e in 2020 is approximately $82,000, whic h equates to an approximate 0.5% levy increase for taxes payable in 2020. T he S pec ial Assessments C apital P ro ject fund ac counts fo r infrastruc ture replacement c os ts that are funded entirely by s pecial assessments. Bec ause spec ial assessments are rep aid o ver ten years, bond s are frequently is s ued to p ro vide immed iate funding fo r the p ro ject costs . T he 2019A bond is s ue includes approximately $2.35 million in s treet/storm drainage improvements that will be funded by s pecial as s es s ment revenue. T he utility fund s pay for infrastruc ture replac ement c o s ts through utility c harges . Is s uing debt to provide funding fo r the infrastruc ture imp ro vements will allow the C ity to minimize the impac t on these charges. T he 2019A b o nd is s ue inc ludes $2.1 millio n in water utility c o s ts , $2.1 million in s anitary s ewer utility c o s ts , and $1.6 millio n in s torm drainage c o s ts that will be funded through water, s anitary s ewer and s to rm d rainage utility fees . Debt S ummary (By Repayment S ource) P roperty Tax Levy $1,700,000 S pec ial As s es s ments 2,350,000 Water C harges 2,100,000 S anitary S ewer C harges 2,100,000 S torm Drainage C harges 1,600,000 Total Debt Issue $9,850,000 P roceeds from the bonds will be rec eived S eptember 12th, 2019. S trategic Priorities and Values: S afe, S ecure, S table C ommunity AT TAC HME N T S: Desc ription Upload Date Type 2019A Bonds Award R esolution 8/5/2019 R es olution Letter 2019A P reliminary O ffic ial S tatement 8/6/2019 Bac kup Material 592143v1BR291-397 Extract of Minutes of Meeting of the City Council of the City of Brooklyn Center, Hennepin County, Minnesota Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Brooklyn Center, Minnesota, was duly held in the City Hall in said City on Monday, August 12, 2019, commencing at 7:00 P.M. The following members were present: and the following were absent: * * * * * * * * * The Mayor announced that the next order of business was consideration of the proposals which had been received for the purchase of the City’s approximately $9,850,000 General Obligation Improvement and Utility Revenue Bonds, Series 2019A. The City Manager presented a tabulation of the proposals that had been received in the manner specified in the Official Terms of Proposal for the Bonds. The proposals are as set forth in Exhibit A attached. After due consideration of the proposals, Member ________ then introduced the following resolution, and moved its adoption: 2 592143v1BR291-397 RESOLUTION _______ RESOLUTION AWARDING THE SALE OF $9,850,000 GENERAL OBLIGATION IMPROVEMENT AND UTILITY REVENUE BONDS, SERIES 2019A 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 and Minnesota Statutes, Chapter 475, as amended (collectively, 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 (collectively, the “Utility Act”), to finance all or a portion of the cost of certain utility improvements of the City (the “Utility Improvements”) by the issuance of general obligation bonds of the City payable from the net revenues of the water, sanitary sewer, and storm drainage 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 municipal advisor in connection with such sale. The actions of the City staff and the City’s municipal advisor in negotiating the sale of the Bonds are ratified and confirmed in all aspects. Section 2. Sale of Bonds. 2.01 Authorization. It is hereby determined that it is necessary to provide financing for the Improvements and the Utility Improvements and to finance those improvements through the issuance of the City’s $9,850,000 General Obligation Improvement and Utility Revenue Bonds, Series 2019A (the “Bonds”). 2.02. Acceptance of Offer. The proposal of _________________, in ___________, _______ (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 $___________ ($9,850,000.00 par amount, plus original issue premium of $__________, less underwriter’s discount of $___________), for Bonds bearing interest as follows: 592143v1BR291-397 3 Year of Maturity Interest Rate Year of Matu rity Interest Rate 2021 % 2026 % 2022 2027 2023 2028 2024 2029 2025 2030 2.03. Purchase Contract. Any amount paid by the Purchaser over the minimum purchase price shall be credited to the Debt Service Fund hereinafter created, or deposited in the accounts in the Construction Fund hereinafter created, as determined by the City Finance Director after consultation with the City’s municipal advisor. The City Finance Director is directed to retain the good faith 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, if requested by the Purchaser. 2.04. Terms and Principal Amounts of Bonds. The City will forthwith issue and sell the Bonds pursuant to the Improvement Act and the Utility Act (collectively, the “Act”), in the total principal amount of $9,850,000, 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 on February 1 in the years and amounts as follows: Year Amount Year Amount 2021 $760 ,000 2026 $1,070 ,000 2022 81 0,000 2027 1,08 5,000 2023 930 ,000 2028 1,095, 000 2024 935 ,000 2029 1,100 ,000 2025 945 ,000 2030 1,120 ,000 $4,050,000 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 2021 $315,000 2026 $425,000 2022 320,000 2027 425,000 2023 435,000 2028 425,000 2024 435,0 00 2029 420,000 2025 430,000 2030 420,000 592143v1BR291-397 4 $5,800,000 of the Bonds (the “Utility 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 2021 $445,000 2026 $645,000 2022 490,000 2027 660,000 2023 495,000 2028 670,000 2024 500,00 0 2029 680,000 2025 515,000 2030 700,000 As may be requested by the Purchaser, one or more term Bonds may be issued having mandatory sinking fund redemption and final maturity amounts conforming to the foregoing principal repayment schedule, and corresponding additions may be made to the provisions of the applicable Bond(s). 2.05. Optional Redemption. The City may elect on February 1, 2028, and on any day thereafter to prepay Bonds maturing on or after February 1, 2029. 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 August 1, 2020, 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, and will maintain, a bond registrar, transfer agent, authenticating agent and paying agent (the “Registrar”). The effect of registration and the rights and duties of the City and the Registrar with respect thereto are as follows: (a) Register. The Registrar will keep at its principal corporate trust office a bond register in which the Registrar provides for the registration of ownership of Bonds 592143v1BR291-397 5 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 15 th 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 such Bond 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 Charges. The Registrar may impose a charge upon the owner thereof for every 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 such transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. If any Bond is 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 592143v1BR291-397 6 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 the Registrar 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 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 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) in accordance with the requirements of DTC to the registered owner of each Bond to be redeemed at the address shown on the registration books kept by the Registrar and by publishing the notice if required by law. Failure to give notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of the proceedings for the redemption of Bonds. Bonds so called for redemption will cease to bear interest after the specified redemption date, provided that the funds for the redemption are on deposit with the place of payment at that time. 3.04. Appointment of Initial Registrar. The City appoints Zions Bancorporation, National Association, Chicago, Illinois, 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 ceases to be such officer before the delivery of any Bond, that signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. Notwithstanding such execution, 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 592143v1BR291-397 7 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. 3.07. Form of Bonds. The Bonds will be printed or typewritten in substantially the form set forth in Exhibit B attached hereto. 3.08. Approving Legal Opinion. The City Finance Director is authorized and directed to 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 and Accounts Maintained Therein. For the convenience and proper administration of the moneys to be borrowed and repaid on the Bonds, and to provide adequate and specific security for the Purchaser and holders from time to time of the Bonds, there is hereby created a special fund to be designated the “General Obligation Improvement and Utility Revenue Bonds, Series 2019A Debt Service Fund” (the “Debt Service Fund”). The Debt Service Fund shall be administered and maintained by the Finance Director as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. The Debt Service Fund will be maintained in the manner herein specified until all of the Bonds and the interest thereon have been fully paid. The City will 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 Bonds. (a) Assessable Improvements Account. To the Assessable Improvements Account in the Debt Service Fund there is hereby pledged and irrevocably appropriated and there will be credited: (i) proceeds of the ad valorem taxes levied under Section 4.03(a) or hereafter levied (the “Taxes”) and special assessments levied or to be levied against the property specially benefited by the Improvements (the “Assessments”), which ad valorem taxes and Assessments are pledged to the Assessable Improvements Account; (ii) capitalized interest financed from Improvement Bond proceeds, if any; (iii) a pro rata portion of the 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; and (iv) all investment earnings on amounts in the Improvements Account of the Debt Service Fund (v) any other funds appropriated for the payment of principal or interest on the Improvement Bonds. (b) Utility Improvements Account. The City will continue to maintain and operate its water, sanitary sewer, and storm drainage utility fund or funds, to which will be credited all gross revenues of the water, sanitary sewer, and storm drainage utility systems 592143v1BR291-397 8 (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 in an amount sufficient to pay the principal of and interest on the Utility Bonds, which Utility Improvements Account will be used only to pay principal of and interest on the Utility Bonds, and any other bonds similarly authorized. There is also appropriated to the Utility Improvements Account (i) any collections of taxes hereafter levied for the payment of the Utility Bonds and interest thereon, (ii) 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, (iii) all investment earnings on funds in the Utility Improvements Account of the Debt Service Fund; and (iv) any other funds appropriated for the payment of principal or interest on the Utility Bonds. The Finance Director must report to the City Council any current or anticipated deficiency in the Utility Improvements Account or in the availability of Net Revenues to pay principal of and interest on the Utility Bonds and any other bonds similarly authorized. If a payment of principal or interest on the Utility 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 and taxes when collected. 4.02. Construction Fund. The City hereby creates the “General Obligation Improvement and Utility Revenue Bonds, Series 2019A 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 funds appropriated for the Improvements and 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 the Assessable Improvements Account after the Improvements are completed and the cost thereof have been paid may be used as provided in Minnesota Statutes, section 475.65, under the direction of the City Council. Thereafter, the Assessable Improvements Account of the Construction Fund is to be closed and any balance remaining therein and any subsequent collections of the Assessments and Taxes for the Improvements are to be deposited in the Assessable Improvements Account of the Debt Service Fund. 592143v1BR291-397 9 (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. Any balance remaining in the Utility Improvements Account after the Utility Improvements are completed and the cost thereof have been paid may be used as provided in Minnesota Statutes, section 475.65, under the direction of the City Council. Thereafter, the Utility Improvements Account of the Construction Fund is to be closed and any balance remaining therein is to be deposited in the Utility Improvements Account of the Debt Service Fund. 4.03. Tax Levy for Improvement Bonds. 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 Taxes will be spread upon the tax rolls and collected with and as part of other general taxes of the City. Such Taxes will be credited to the Assessable Improvements Account of the Debt Service Fund above provided and will be in the years and amounts as set forth in 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 certain property in the City, 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 2020 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 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 the Assessments and Taxes, the City Council will levy additional 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 funds appropriated for their payment, collections thereof and disbursements therefrom, monies on hand and, the balance of unpaid Assessments. 592143v1BR291-397 10 (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 Bonds. The City Council covenants and agrees with the holders of the Bonds that so long as any of the Utility 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 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 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. 592143v1BR291-397 11 (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 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 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 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. 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, or any of them, are hereby authorized and directed to certify that they have examined the Official Statement, prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the Official Statement is, as of the date 592143v1BR291-397 12 thereof, a complete and accurate representation of the facts and representations made therein as it relates to the City. 5.03. Other Certificates. The Mayor, City Manager, and Finance Director, or any of them, are hereby authorized and directed to furnish to the Purchaser at the closing such certificates as are required as a condition of sale. Unless litigation shall have been commenced and be pending questioning the Bonds or the organization of the City or incumbency of its officers, at the closing 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 6. Tax Covenants. 6.01 Tax-Exempt Bonds. The City covenants and agrees with the holders from time to time of the Bonds that it will not take or permit to be taken by any of its officers, employees, or agents any action which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder, in effect at the time of such actions, and that it will take or cause its officers, employees or agents to take, all affirmative action within its power that may be necessary to ensure that such interest will not become subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Bonds. To that end, the City will comply with all requirements necessary under the Code to establish and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the Code, including without limitation requirements relating to temporary periods for investments and limitations on amounts invested at a yield greater than the yield on the Bonds. 6.02. Rebate. The City will comply with requirements necessary under the Code to establish and maintain the exclusion from gross income of the interest on the 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. 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. 6.04. No Designation of Qualified Tax-Exempt Obligations. The Bonds have not been designated as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code. 6.05. Procedural Requirements. The City will use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designations made by this section. 592143v1BR291-397 13 Section 7. Book-Entry System; Limited Obligation of City. 7.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or printed fully registered Bond for each of the maturities set forth in Section 2.04 hereof. Upon initial issuance, the ownership of each Bond will be registered in the registration books kept by the 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, 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 fully satisfy and discharge the City’s obligations with respect to payment of principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Bonds, as shown in the registration books kept by the Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City Manager of a written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the words “Cede & Co.,” will refer to such new nominee of DTC; and upon receipt of such a notice, the City Manager will promptly deliver a copy of the same to the Registrar and Paying Agent. 7.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket Issuer Letter of Representations (the “Representation Letter”) which shall govern payment of principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or 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. 592143v1BR291-397 14 7.04. Transfers Outside Book-Entry System. In the event the City, by resolution of the City Council, determines that it is in the best interests of the persons having beneficial interests in the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC will notify the Participants, of the availability through DTC of Bond certificates. In such event the City will issue, transfer and exchange Bond certificates as requested by DTC and any other registered owners in accordance with the provisions of this Resolution. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and discharging its responsibilities with respect thereto under applicable law. In such event, if no successor securities depository is appointed, the City will issue and the Registrar will authenticate Bond certificates in accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method of payment thereof. 7.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with respect to principal of, premium, if any, and interest on the Bond and all notices with respect to the Bond will be made and given, respectively in the manner provided in DTC’s Operational Arrangements, as set forth in the Representation Letter. Section 8. Continuing Disclosure. 8.01. City Compliance with Provisions of Continuing Disclosure Certificate. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure of the City to comply with the Continuing Disclosure Certificate is not 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 Bonds portion thereof) and all accrued 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 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 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 or by depositing irrevocably in escrow, with a suitable institution qualified by law as an escrow agent for this purpose, cash or securities which are backed by the full faith and credit of the United States of America, or any other security authorized under Minnesota law for such purpose, bearing interest payable at such times and at such rates and maturing on such dates and in such amounts as shall be required and sufficient, 592143v1BR291-397 15 subject to sale and/or reinvestment in like securities, to pay said obligation(s), which may include any interest payment on such Bond and/or principal amount due thereon at a stated maturity (or if irrevocable provision shall have been made for permitted prior redemption of such principal amount, at such earlier redemption date). If any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. The motion for 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. 592143v1BR291-397 16 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, August 12, 2019, 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 $9,850,000 General Obligation Improvement and Utility Revenue Bonds, Series 2019A of the City. WITNESS My hand officially as such City Clerk and the corporate seal of the City this 12th day of August, 2019. City Clerk City of Brooklyn Center, Minnesota A-1 592143v1BR291-397 EXHIBIT A PROPOSALS 592143v1BR291-397 B-1 EXHIBIT B FORM OF BOND No. R-_____ UNITED STATES OF AMERICA $__________ STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF BROOKLYN CENTER GENERAL OBLIGATION IMPROVEMENT AND UTILITY REVENUE BOND SERIES 2019A Rate Maturity Date of Original Issue CUSIP February 1, 20____ September ___, 2019 Registered Owner: Cede & Co. The City of Brooklyn Center, Minnesota, a duly organized and existing municipal corporation in Hennepin County, Minnesota (the “City”), acknowledges itself to be indebted and for value received hereby promises to pay to the registered owner specified above or registered assigns, the Principal Amount specified above on the Maturity Date specified above, unless called for earlier redemption, with interest thereon from the date hereof at the annual rate specified above (calculated on the basis of a 360 day year of twelve 30 day months), payable February 1 and August 1 in each year, commencing August 1, 2010, 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 Zions Bancorporation, National Association, Chicago, Illinois, 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 $9,850,000, all of like original issue date and tenor, except as to number, maturity date, denomination, redemption privilege, and interest rate, issued pursuant to a resolution adopted by the City Council on August 12, 2019 (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 its home rule charter, the Constitution, and the laws of the State of Minnesota, including Minnesota Statutes, Chapters 429, 444 and 475. The principal hereof and interest hereon are payable from certain special assessments against property specially benefited by local improvements, net revenues of the water, sanitary sewer, and storm drainage utility systems and from ad valorem taxes, as set forth in the Resolution to which reference is made for a full statement of rights and powers thereby conferred. The full faith and credit of the City are irrevocably pledged 592143v1BR291-397 B-2 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 ad valorem taxes pledged, which additional 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. The City may elect on February 1, 2028, and on any date thereafter to prepay Bonds maturing on or after February 1, 2029. 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, sanitary sewer, and storm drainage utility 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, sanitary sewer, and storm drainage utility systems; that it will also create and maintain a Utility Improvements Account within the General Obligation Improvement and Utility Revenue Bonds, Series 2019A Debt Service Fund, into which it will pay, out of the net revenues from the water, sanitary sewer, and storm drainage utility 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, sanitary sewer, and storm drainage utility 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. 592143v1BR291-397 B-3 The Bond is not a “qualified tax-exempt obligation” within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). 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 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: ___________, 2019 CITY OF BROOKLYN CENTER, MINNESOTA City Manager Mayor CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. ZIONS BANCORPORATION, NATIONAL ASSOCIATION By Authorized Representative 592143v1BR291-397 B-4 ________________________ ABBREVIATIONS 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 UNIF GIFT MIN ACT _____ Custodian _______ (Cust) (Minor) under Uniform Gift or Transfer to Minors Act of…………………….. (State) TEN ENT -- as tenants by entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _______________________ ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto _______________________________________ the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint ____________________ attorney to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: Notice: The assignor’s signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: 592143v1BR291-397 B-5 NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”), the New York Stock Exchange, Inc. Medallion Signatures Program (“MSP”) or other such “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended. The 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. Date of Registration Registered Owner Signature of Registrar __________, 2019 Cede & Co. Federal ID #13 -2555119 592143v1BR291-397 C-1 EXHIBIT C IMPROVEMENT BONDS TAX LEVY 592143v1BR291-397 STATE OF MINNESOTA COUNTY AUDITOR’S CERTIFICATE AS TO COUNTY OF HENNEPIN 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 August 12, 2019, levying taxes for the payment of $9,850,000 General Obligation Improvement and Utility Revenue Bonds, Series 2019A, of said municipality dated September 12, 2019 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 _______, 2019. County Auditor Hennepin County, Minnesota (SEAL) Deputy ____________________________ * Preliminary; subject to change. Th e i n f o r m a t i o n c o n t a i n e d i n t h i s P r e l i m i n a r y O f f i c ia l S t a t e m e n t i s d e e m e d b y t h e C i t y t o b e f i n a l a s of t h e d a t e h e r e o f ; h o w e v e r , t h e p r i c i n g a n d u n d e r w ri t i n g i n f o r m a t i o n i s s u b j e c t t o c o m p l e t i o n o r a m e n dm e n t . Un d e r n o c i r c u m s t a n c e s s h a l l t h i s P r e l i m i n a r y O f f i c ia l S t a t e m e n t c o n s t i t u t e a n o f f e r t o s e l l o r t h e s o li c i t a t i o n o f a n o f f e r t o b u y , n o r s h a l l t h e r e b e a ny s a l e o f t h e s e s e c u r i t i e s i n a n y j u r i s d i c t i o n i n wh i c h s u c h o f f e r , so l i c i t a t i o n o r s a l e w o u l d b e u n l a w f u l p r i o r t o r e g is t r a t i o n o r q u a l i f i c a t i o n u n d e r t h e s e c u r i t i e s l a w s o f a n y s u c h j u r i s d i c t i o n . PRELIMINARY OFFICIAL STATEMENT DATED JULY 24, 2019 NEW ISSUE S&P Rating: Requested NOT BANK QUALIFIED In the opinion of Kennedy & Graven, Chartered, Bond Counsel for the Series 2019A Bonds, based on present federal and Minnesota laws, regulations, rulings and decisions (which excludes any pending legislation which may have a retroactive effect), and assuming compliance with certain covenants, interest to be paid on the Series 2019A Bonds is excluded from gross income for federal income tax purposes and, to the same extent, from taxable net income of individuals, estates and trusts for Minnesota income purposes, and is not a preference item for purposes of computing the federal alternative minimum tax or the Minnesota alternative minimum tax imposed on individuals, trusts, and estates. Such interest is subject to Minnesota franchise taxes on corporations (including financial institutions) measured by income. No opinion will be expressed by Kennedy & Graven, Chartered regarding other state or federal tax consequences caused by the receipt or accrual of interest on the Series 2019A Bonds or arising with respect to ownership of the Series 2019A Bonds. The Series 2019A Bonds will not be designated as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, relating to the ability of financial institutions to deduct from income for federal income tax purposes, interest expense that is allocable to carrying and acquiring tax-exempt obligations. See "TAX EXEMPTION" and "OTHER FEDERAL AND STATE TAX CONSIDERATIONS" herein. $9,850,000* City of Brooklyn Center, Minnesota General Obligation Improvement and Utility Revenue Bonds, Series 2019A (the “Series 2019A Bonds”) (Book Entry Only) Dated Date: Date of Delivery Interest Due: Each February 1 and August 1, commencing August 1, 2020 The Bonds will mature February 1 in the years and amounts* as follows: 2021 $760,000 2022 $810,000 2023 $930,000 2024 $935,000 2025 $ 945,000 2026 $1,070,000 2027 $1,085,000 2028 $1,095,000 2029 $1,100,000 2030 $1,120,000 Proposals for the Series 2019A Bonds may contain a maturity schedule providing for a combination of serial bonds and term bonds. All term bonds shall be subject to mandatory sinking fund redemption at a price of par plus accrued interest to the date of redemption scheduled to conform to the maturity schedule set forth above. The City may elect on February 1, 2028, and on any day thereafter, to redeem Series 2019A Bonds due on or after February 1, 2029 at a price of par plus accrued interest. The Series 2019A Bonds are general obligations of the City for which the City pledges its full faith and credit and power to levy direct general ad valorem taxes. In addition, the City will pledge special assessments against benefited properties and net revenues of the City’s water, sanitary sewer, and storm drainage utility funds for repayment of a portion of the Series 2019A Bonds. The proceeds of the Series 2019A Bonds will be used to finance (i) various street improvements within the City and (ii) various utility improvements within the City. Proposals shall be for not less than $9,771,200 plus accrued interest, if any, on the total principal amount of the Series 2019A Bonds. Proposals shall specify rates in integral multiples of 1/100 or 1/8 of 1%. The initial price to the public for each maturity as stated on the proposal must be 98.0% or greater. Following receipt of proposals, a good faith deposit will be required to be delivered to the City by the lowest bidder as described in the “Terms of Proposal” herein. Award of the Series 2019A Bonds will be made on the basis of True Interest Cost (TIC). The Series 2019A Bonds will be issued as fully registered bonds without coupons and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). DTC will act as securities depository for the Series 2019A Bonds. Individual purchases may be made in book entry form only, in the principal amount of $5,000 and integral multiples thereof. Investors will not receive physical certificates representing their interest in the Series 2019A Bonds purchased. (See “Book Entry System” herein.) Zions Bancorporation, National Association, Chicago, Illinois will serve as registrar (the “Registrar”) for the Series 2019A Bonds. The Series 2019A Bonds will be available for delivery at DTC on or about September 12, 2019. PROPOSALS RECEIVED: Monday, August 12, 2019 until 10:00 A.M., Central Time CONSIDERATION OF AWARD: Council meeting commencing at 7:00 P.M., Central Time on Monday, August 12, 2019 Further information may be obtained from Baker Tilly Municipal Advisors, LLC, 380 Jackson Street, Suite 300, Saint Paul, Minnesota 55101-2887 (651) 223-3000. CITY OF BROOKLYN CENTER, MINNESOTA CITY COUNCIL Mike Elliott Mayor Marquita Butler Council Member April Graves Council Member Kris Lawrence -Anderson Council Member Dan Ryan Council Member CITY MANAGER Cornelius L. Boganey DIRECTOR OF FISCAL AND SUPPORT SERVICES Nathan Reinhardt MUNICIPAL ADVISOR Baker Tilly Municipal Advisors, LLC Saint Paul, Minnesota BOND COUNSEL Kennedy & Graven, Chartered Minneapolis, Minnesota For purposes of compliance with Rule 15c2-12 of the Securities and Exchange Commission, this document, as the same may be supplemented or corrected by the City from time to time, may be treated as a Preliminary Official Statement with respect to the Series 2019A Bonds described herein that is deemed final as of the date hereof (or of any such supplement or correction) by the City. By awarding the Series 2019A Bonds to any underwriter or underwriting syndicate submitting a Proposal therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Series 2019A Bonds are awarded copies of the Final Official Statement in the amount specified in the Terms of Proposal. No dealer, broker, salesman or other person has been authorized by the City to give any information or to make any representations with respect to the Series 2019A Bonds, other than as contained in the Preliminary Official Statement or the Final Official Statement, and if given or made, such other information or representations must not be relied upon as having been authorized by the City. Certain information contained in the Preliminary Official Statement or the Final Official Statement may have been obtained from sources other than records of the City and, while believed to be reliable, is not guaranteed as to completeness or accuracy. THE INFORMATION AND EXPRESSIONS OF OPINION IN THE PRELIMINARY OFFICIAL STATEMENT AND THE FINAL OFFICIAL STATEMENT ARE SUBJECT TO CHANGE, AND NEITHER THE DELIVERY OF THE PRELIMINARY OFFICIAL STATEMENT NOR THE FINAL OFFICIAL STATEMENT NOR ANY SALE MADE UNDER EITHER SUCH DOCUMENT SHALL CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CITY SINCE THE RESPECTIVE DATE THEREOF. References herein to laws, rules, regulations, resolutions, agreements, reports and other documents do not purport to be comprehensive or definitive. All references to such documents are qualified in their entirety by reference to the particular document, the full text of which may contain qualifications of and exceptions to statements made herein. Where full texts have not been included as appendices to the Preliminary Official Statement or the Final Official Statement, they will be furnished upon request. Any CUSIP numbers for the Series 2019A Bonds included in the Final Official Statement are provided for convenience of the owners and prospective investors. The CUSIP numbers for the Series 2019A Bonds are assigned by an organization unaffiliated with the City. The City is not responsible for the selection of the CUSIP numbers and makes no representation as to the accuracy thereof as printed on the Series 2019A Bonds or as set forth in the Final Official Statement. No assurance can be given by the City that the CUSIP numbers for the Series 2019A Bonds will remain the same after the delivery of the Final Official Statement or the date of issuance and delivery of the Series 2019A Bonds. TABLE OF CONTENTS Page(s) Terms of Proposal .............................................................................................................................. i-vi Introductory Statement ....................................................................................................................... 1 Concurrent Financing ......................................................................................................................... 1 Continuing Disclosure ....................................................................................................................... 1 The Series 2019A Bonds ................................................................................................................... 2 Authority and Purpose ....................................................................................................................... 4 Sources and Uses of Funds ................................................................................................................ 5 Security and Financing ...................................................................................................................... 5 Future Financing ................................................................................................................................ 6 Litigation ............................................................................................................................................ 6 Legality .............................................................................................................................................. 6 Tax Exemption ................................................................................................................................... 6 Other Federal and State Tax Considerations ...................................................................................... 7 Not Qualified Tax-Exempt Obligations ............................................................................................. 7 Rating ................................................................................................................................................. 8 Municipal Advisor ............................................................................................................................. 8 Certification ....................................................................................................................................... 8 City Property Values .......................................................................................................................... 9 City Indebtedness ............................................................................................................................... 10 City Tax Rates, Levies and Collections ............................................................................................. 15 Funds on Hand ................................................................................................................................... 15 Investments ........................................................................................................................................ 16 General Information Concerning the City ......................................................................................... 17 Governmental Organization and Services .......................................................................................... 23 Proposed Form of Legal Opinion ............................................................................................ Appendix I Continuing Disclosure Certificate ........................................................................................... Appendix II Summary of Tax Levies, Payment Provisions, and Minnesota Real Property Valuation ..................................................................................... Appendix III Excerpt of 2018 Comprehensive Annual Financial Report .................................................... Appendix IV * Preliminary; subject to change. Baker Tilly Municipal Advisors, LLC is a registered municipal advisor and wholly-owned subsidiary of Baker Tilly Virchow Krause, LLP, an accounting firm. Baker Tilly Virchow Krause, LLP trading as Baker Tilly is a member of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. © 2019 Baker Tilly Municipal Advisors, LLC. - i - THE CITY HAS AUTHORIZED BAKER TILLY MUNICIPAL ADVISORS, LLC TO NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: TERMS OF PROPOSAL $9,850,000* CITY OF BROOKLYN CENTER, MINNESOTA GENERAL OBLIGATION IMPROVEMENT AND UTILITY REVENUE BONDS, SERIES 2019A (BOOK ENTRY ONLY) Proposals for the above-referenced obligations (the “Series 2019A Bonds”) will be received by the City of Brooklyn Center, Minnesota (the “City”) on Monday, August 12, 2019 (the “Sale Date”) until 10:00 A.M., Central Time at the offices of Baker Tilly Municipal Advisors, LLC (“Baker Tilly MA”), 380 Jackson Street, Suite 300, Saint Paul, Minnesota, 55101, after which time proposals will be opened and tabulated. Consideration for award of the Series 2019A Bonds will be by the City Council at its meeting commencing at 7:00 P.M., Central Time, of the same day. SUBMISSION OF PROPOSALS Baker Tilly MA will assume no liability for the inability of a bidder to reach Baker Tilly MA prior to the time of sale specified above. All bidders are advised that each proposal shall be deemed to constitute a contract between the bidder and the City to purchase the Series 2019A Bonds regardless of the manner in which the proposal is submitted. (a) Sealed Bidding. Proposals may be submitted in a sealed envelope or by fax (651) 223-3046 to Baker Tilly MA. Signed proposals, without final price or coupons, may be submitted to Baker Tilly MA prior to the time of sale. The bidder shall be responsible for submitting to Baker Tilly MA the final proposal price and coupons, by telephone (651) 223-3000 or fax (651) 223-3046 for inclusion in the submitted proposal. OR (b) Electronic Bidding. Notice is hereby given that electronic proposals will be received via PARITY ®. For purposes of the electronic bidding process, the time as maintained by PARITY ® shall constitute the official time with respect to all proposals submitted to PARITY ®. Each bidder shall be solely responsible for making necessary arrangements to access PARITY ® for purposes of submitting its electronic proposal in a timely manner and in compliance with the requirements of the Terms of Proposal . Neither the City, its agents, nor PARITY ® shall have any duty or obligation to undertake registration to bid for any prospective bidder or to provide or ensure electronic access to any qualified prospective bidder, and neither the City, its agents, nor PARITY ® shall be responsible for a bidder’s failure to register to bid or for any failure in the proper operation of, or have any liability for any delays or interruptions of or any damages caused by the services of PARITY ®. The City is using the services of PARITY ® solely as a communication mechanism to conduct the electronic bidding for the Series 2019A Bonds, and PARITY ® is not an agent of the City. If any provisions of this Terms of Proposal conflict with information provided by PARITY ®, this Terms of Proposal shall control. Further information about PARITY ®, including any fee charged, may be obtained from: PARITY ®, 1359 Broadway, 2 nd Floor, New York, New York 10018 Customer Support: (212) 849-5000 - ii - DETAILS OF THE SERIES 2019A BONDS The Series 2019A Bonds will be dated as of the date of delivery and will bear interest payable on February 1 and August 1 of each year, commencing August 1, 2020. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Series 2019A Bonds will mature February 1 in the years and amounts* as follows: 2021 $760,000 2022 $810,000 2023 $930,000 2024 $935,000 2025 $ 945,000 2026 $1,070,000 2027 $1,085,000 2028 $1,095,000 2029 $1,100,000 2030 $1,120,000 * The City reserves the right, after proposals are opened and prior to award, to increase or reduce the principal amount of the Series 2019A Bonds or the amount of any maturity or maturities in multiples of $5,000. In the event the amount of any maturity is modified, the aggregate purchase price will be adjusted to result in the same gross spread per $1,000 of Series 2019A Bonds as that of the original proposal. Gross spread for this purpose is the differential between the price paid to the City for the new issue and the prices at which the proposal indicates the securities will be initially offered to the investing public. Proposals for the Series 2019A Bonds may contain a maturity schedule providing for a combination of serial bonds and term bonds. All term bonds shall be subject to mandatory sinking fund redemption at a price of par plus accrued interest to the date of redemption scheduled to conform to the maturity schedule set forth above. In order to designate term bonds, the proposal must specify “Years of Term Maturities” in the spaces provided on the proposal form. BOOK ENTRY SYSTEM The Series 2019A Bonds will be issued by means of a book entry system with no physical distribution of Series 2019A Bonds made to the public. The Series 2019A Bonds will be issued in fully registered form and one Series 2019A Bond, representing the aggregate principal amount of the Series 2019A Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company (“DTC”), New York, New York, which will act as securities depository for the Series 2019A Bonds. Individual purchases of the Series 2019A Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the registrar to DTC or its nominee as registered owner of the Series 2019A Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The lowest bidder (the “Purchaser”), as a condition of delivery of the Series 2019A Bonds, will be required to deposit the Series 2019A Bonds with DTC. REGISTRAR The City will name the registrar which shall be subject to applicable regulations of the Securities and Exchange Commission. The City will pay for the services of the registrar. OPTIONAL REDEMPTION The City may elect on February 1, 2028, and on any day thereafter, to redeem Series 2019A Bonds due on or after February 1, 2029. 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 shall determine. If less than all Series 2019A Bonds of a maturity are called for redemption, the City will notify DTC of the particular amount of such maturity to be redeemed. 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. All redemptions shall be at a price of par plus accrued interest. - iii - SECURITY AND PURPOSE The Series 2019A Bonds will be general obligations of the City for which the City will pledge its full faith and credit and power to levy direct general ad valorem taxes. In addition, the City will pledge special assessments against benefited properties and net revenues of the City’s water, sanitary sewer, and storm drainage utility funds for repayment of a portion of the Series 2019A Bonds. The proceeds of the Series 2019A Bonds will be used to finance (i) various street improvements within the City and (ii) various utility improvements within the City. BIDDING PARAMETERS Proposals shall be for not less than $9,771,200 plus accrued interest, if any, on the total principal amount of the Series 2019A Bonds. No proposal can be withdrawn or amended after the time set for receiving proposals on the Sale Date unless the meeting of the City scheduled for award of the Series 2019A Bonds is adjourned, recessed, or continued to another date without award of the Series 2019A Bonds having been made. Rates shall be in integral multiples of 1/100 or 1/8 of 1%. The initial price to the public for each maturity as stated on the proposal must be 98.0% or greater. Series 2019A Bonds of the same maturity shall bear a single rate from the date of the Series 2019A Bonds to the date of maturity. No conditional proposals will be accepted. ESTABLISHMENT OF ISSUE PRICE In order to provide the City with information necessary for compliance with Section 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (collectively, the “Code”), the Purchaser will be required to assist the City in establishing the issue price of the Series 2019A Bonds and shall complete, execute, and deliver to the City prior to the closing date, a written certification in a form acceptable to the Purchaser, the City, and Bond Counsel (the “Issue Price Certificate”) containing the following for each maturity of the Series 2019A Bonds (and, if different interest rates apply within a maturity, to each separate CUSIP number within that maturity): (i) the interest rate; (ii) the reasonably expected initial offering price to the “public” (as said term is defined in Treasury Regulation Section 1.148-1(f) (the “Regulation”)) or the sale price; and (iii) pricing wires or equivalent communications supporting such offering or sale price. Any action to be taken or documentation to be received by the City pursuant hereto may be taken or received on behalf of the City by Baker Tilly MA. The City intends that the sale of the Series 2019A Bonds pursuant to this Terms of Proposal shall constitute a “competitive sale” as defined in the Regulation based on the following: (i) the City shall cause this Terms of Proposal to be disseminated to potential bidders in a manner that is reasonably designed to reach potential bidders; (ii) all bidders shall have an equal opportunity to submit a bid; (iii) the City reasonably expects that it will receive bids from at least three bidders that have established industry reputations for underwriting municipal bonds such as the Series 2019A Bonds; and (iv) the City anticipates awarding the sale of the Series 2019A Bonds to the bidder who provides a proposal with the lowest true interest cost, as set forth in this Terms of Proposal (See “AWARD” herein). Any bid submitted pursuant to this Terms of Proposal shall be considered a firm offer for the purchase of the Series 2019A Bonds, as specified in the proposal. The Purchaser shall constitute an “underwriter” as said term is defined in the Regulation. By submitting its proposal, the Purchaser confirms that it shall require any agreement among underwriters, a selling group agreement, or other agreement to which it is a party relating to the initial sale of the Series 2019A Bonds, to include provisions requiring compliance with the provisions of the Code and the Regulation regarding the initial sale of the Series 2019A Bonds. - iv - If all of the requirements of a “competitive sale” are not satisfied, the City shall advise the Purchaser of such fact prior to the time of award of the sale of the Series 2019A Bonds to the Purchaser. In such event, any proposal submitted will not be subject to cancellation or withdrawal. Within twenty-four (24) hours of the notice of award of the sale of the Series 2019A Bonds, the Purchaser shall advise the City and Baker Tilly MA if 10% of any maturity of the Series 2019A Bonds (and, if different interest rates apply within a maturity, to each separate CUSIP number within that maturity) has been sold to the public and the price at which it was sold. The City will treat such sale price as the “issue price” for such maturity, applied on a maturity-by-maturity basis. The City will not require the Purchaser to comply with that portion of the Regulation commonly described as the “hold-the-offering-price” requirement for the remaining maturities, but the Purchaser may elect such option. If the Purchaser exercises such option, the City will apply the initial offering price to the public provided in the proposal as the issue price for such maturities. If the Purchaser does not exercise that option, it shall thereafter promptly provide the City and Baker Tilly MA the prices at which 10% of such maturities are sold to the public; provided such determination shall be made and the City and Baker Tilly MA notified of such prices whether or not the closing date has occurred, until the 10% test has been satisfied as to each maturity of the Series 2019A Bonds or until all of the Series 2019A Bonds of a maturity have been sold. GOOD FAITH DEPOSIT To have its proposal considered for award, the Purchaser is required to submit a good faith deposit to the City in the amount of $98,500 (the “Deposit”) no later than 1:00 P.M., Central Time on the Sale Date. The Deposit may be delivered as described herein in the form of either (i) a certified or cashier’s check payable to the City; or (ii) a wire transfer. The Purchaser shall be solely responsible for the timely delivery of its Deposit whether by check or wire transfer. Neither the City nor Baker Tilly MA have any liability for delays in the receipt of the Deposit. If the Deposit is not received by the specified time, the City may, at its sole discretion, reject the proposal of the lowest bidder, direct the second lowest bidder to submit a Deposit, and thereafter award the sale to such bidder. Certified or Cashier’s Check . A Deposit made by certified or cashier’s check will be considered timely delivered to the City if it is made payable to the City and delivered to Baker Tilly Municipal Advisors, LLC, 380 Jackson Street, Suite 300, Saint Paul, Minnesota 55101 by the time specified above. Wire Transfer . A Deposit made by wire will be considered timely delivered to the City upon submission of a federal wire reference number by the specified time. Wire transfer instructions will be available from Baker Tilly MA following the receipt and tabulation of proposals. The successful bidder must send an e-mail including the following information: (i) the federal reference number and time released; (ii) the amount of the wire transfer; and (iii) the issue to which it applies. Once an award has been made, the Deposit received from the Purchaser will be retained by the City and no interest will accrue to the Purchaser. The amount of the Deposit will be deducted at settlement from the purchase price. In the event the Purchaser fails to comply with the accepted proposal, said amount will be retained by the City. AWARD The Series 2019A Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC) basis calculated on the proposal prior to any adjustment made by the City. The City's computation of the interest rate of each proposal, in accordance with customary practice, will be controlling. The City will reserve the right to: (i) waive non-substantive informalities of any proposal or of matters relating to the receipt of proposals and award of the Series 2019A Bonds, (ii) reject all proposals without cause, and (iii) reject any proposal that the City determines to have failed to comply with the terms herein. - v - BOND INSURANCE AT PURCHASER'S OPTION The City has not applied for or pre-approved a commitment for any policy of municipal bond insurance with respect to the Series 2019A Bonds. If the Series 2019A Bonds qualify for municipal bond insurance and a bidder desires to purchase a policy, such indication, the maturities to be insured, and the name of the desired insurer must be set forth on the bidder’s proposal. The City specifically reserves the right to reject any bid specifying municipal bond insurance, even though such bid may result in the lowest TIC to the City. All costs associated with the issuance and administration of such policy and associated ratings and expenses (other than any independent rating requested by the City) shall be paid by the successful bidder. Failure of the municipal bond insurer to issue the policy after the award of the Series 2019A Bonds shall not constitute cause for failure or refusal by the successful bidder to accept delivery of the Series 2019A Bonds. CUSIP NUMBERS If the Series 2019A Bonds qualify for the assignment of CUSIP numbers such numbers will be printed on the Series 2019A Bonds; however, neither the failure to print such numbers on any Series 2019A Bond nor any error with respect thereto will constitute cause for failure or refusal by the Purchaser to accept delivery of the Series 2019A Bonds. Baker Tilly MA will apply for CUSIP numbers pursuant to Rule G- 34 implemented by the Municipal Securities Rulemaking Board. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the Purchaser. SETTLEMENT On or about September 12, 2019, the Series 2019A Bonds will be delivered without cost to the Purchaser through DTC in New York, New York. Delivery will be subject to receipt by the Purchaser of an approving legal opinion of Kennedy & Graven, Chartered of Minneapolis, Minnesota, and of customary closing papers, including a no-litigation certificate. On the date of settlement, payment for the Series 2019A Bonds shall be made in federal, or equivalent, funds that shall be received at the offices of the City or its designee not later than 12:00 Noon, Central Time. Unless compliance with the terms of payment for the Series 2019A Bonds has been made impossible by action of the City, or its agents, the Purchaser shall be liable to the City for any loss suffered by the City by reason of the Purchaser's non- compliance with said terms for payment. CONTINUING DISCLOSURE In accordance with SEC Rule 15c2-12(b)(5), the City will undertake, pursuant to the resolution awarding sale of the Series 2019A Bonds, to provide annual reports and notices of certain events. A description of this undertaking is set forth in the Official Statement. The Purchaser's obligation to purchase the Series 2019A Bonds will be conditioned upon receiving evidence of this undertaking at or prior to delivery of the Series 2019A Bonds. OFFICIAL STATEMENT The City has authorized the preparation of a Preliminary Official Statement containing pertinent information relative to the Series 2019A Bonds, and said Preliminary Official Statement has been deemed final by the City as of the date thereof within the meaning of Rule 15c2-12 of the Securities and Exchange Commission. For copies of the Preliminary Official Statement or for any additional information prior to sale, any prospective purchaser is referred to the Municipal Advisor to the City, Baker Tilly Municipal Advisors, LLC, 380 Jackson Street, Suite 300, Saint Paul, Minnesota 55101, telephone (651) 223-3000. A Final Official Statement (as that term is defined in Rule 15c2-12) will be prepared, specifying the maturity dates, principal amounts, and interest rates of the Series 2019A Bonds, together with any other information required by law. By awarding the Series 2019A Bonds to the Purchaser, the City agrees that, no more than seven business days after the date of such award, it shall provide without cost to the Purchaser up to 25 copies of the Final Official Statement. The City designates the Purchaser as its agent - vi - for purposes of distributing copies of the Final Official Statement to each syndicate member, if applicable. The Purchaser agrees that if its proposal is accepted by the City, (i) it shall accept designation and (ii) it shall enter into a contractual relationship with its syndicate members for purposes of assuring the receipt of the Final Official Statement by each such syndicate member. Dated July 22, 2019 BY ORDER OF THE CITY COUNCIL /s/ Barb Suciu City Clerk ____________________________ * Preliminary; subject to change. - 1 - OFFICIAL STATEMENT $9,850,000* CITY OF BROOKLYN CENTER, MINNESOTA GENERAL OBLIGATION IMPROVEMENT AND UTILITY REVENUE BONDS, SERIES 2019A (BOOK ENTRY ONLY) INTRODUCTORY STATEMENT This Official Statement contains certain information relating to the City of Brooklyn Center, Minnesota (the “City”) and its issuance of $9,850,000* General Obligation Improvement and Utility Revenue Bonds, Series 2019A (the “Series 2019A Bonds”). The Series 2019A Bonds are general obligations of the City for which it pledges its full faith and credit and power to levy direct general ad valorem taxes. In addition, the City will pledge special assessments against benefited properties and net revenues of the City’s water, sanitary sewer, and storm drainage utility funds for repayment of a portion of the Series 2019A Bonds. Inquiries may be directed to Mr. Nathan Reinhardt, Director of Fiscal and Support Services, City of Brooklyn Center, 6301 Shingle Creek Parkway, Brooklyn Center, Minnesota 55430, by telephoning (763) 569-3345, or by e-mailing nreinhardt@ci.brooklyn-center.mn.us. Inquiries may also be made to Baker Tilly Municipal Advisors, LLC, 380 Jackson Street, Suite 300, Saint Paul, Minnesota 55101-2887, by telephoning (651) 223-3000, or by e-mailing bo bond_services@bakertilly.com. CONCURRENT FINANCING By means of a separate Official Statement, the Economic Development Authority of the City of Brooklyn Center, Minnesota (the “Authority”) expects to price its $2,620,000* Lease Revenue Bonds (Liquor Store Project), Series 2019B (the “Series 2019B Bonds”) via a negotiated sale. The Series 2019B Bonds are being issued by the Authority pursuant to Minnesota Statutes, Sections 426.19 and 465.71, as amended. Proceeds of the Series 2019B Bonds will be used by the Authority to finance the acquisition of property and construction for a new municipal liquor store. CONTINUING DISCLOSURE In order to assist the Underwriters in complying with SEC Rule 15c2-12 (the “Rule”), pursuant to the Awarding Resolution, the City has covenanted to comply with the continuing disclosure undertaking (the “Undertaking”) for the benefit of holders or beneficial owners of the Series 2019A Bonds to provide certain financial information and operating data relating to the City to the Municipal Securities Rulemaking Board annually, and to provide notices of the occurrence of certain events enumerated in the Rule to the Municipal Securities Rulemaking Board and to any state information depository. The specific nature of the Undertaking, as well as the information to be contained in the annual report or the notices of material events, is set forth in the Undertaking in substantially the form attached hereto as Appendix II, subject to such modifications thereof or additions thereto as: (i) consistent with requirements under the Rule, (ii) required by the purchaser of the Bonds from the City, and (iii) acceptable to the Mayor and the Manager of the City. - 2 - The City believes it has complied for the past five years in accordance with the terms of its previous continuing disclosure undertakings entered into pursuant to the Rule, except to the extent the following are deemed to be material. In reviewing its past disclosure practices, the City notes the following: • Prior continuing disclosure undertakings entered into by the City included language stating that the City’s audited financial statements would be filed “as soon as available.” Although not always filed “as soon as available,” the audited financial statements were filed within the required twelve (12) month timeframe as required in each undertaking. A failure by the City to comply with the Undertaking will not constitute an event of default on the Series 2019A Bonds (although holders or other beneficial owners of the Series 2019A Bonds will have the sole remedy of bringing an action for specific performance). Nevertheless, such a failure must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Series 2019A Bonds in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Series 2019A Bonds and their market price. THE SERIES 2019A BONDS General Description The Series 2019A Bonds are dated as of the date of delivery and will mature annually on February 1 as set forth on the front cover of this Official Statement. The Series 2019A Bonds are issued in book entry form. Interest on the Series 2019A Bonds is payable on February 1 and August 1 of each year, commencing August 1, 2020. Interest will be payable to the holder (initially Cede & Co.) registered on the books of the Registrar as of the fifteenth day of the calendar month next preceding such interest payment date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Principal of and interest on the Series 2019A Bonds will be paid as described in the section herein entitled “Book Entry System.” Zions Bancorporation, National Association, Chicago, Illinois will serve as Registrar for the Series 2019A Bonds, and the City will pay for registrar services. Redemption Provisions Mailed notice of redemption shall be given to the registered owner(s) of the Series 2019A Bonds in accordance with the requirements of DTC which currently requires no less than twenty (20) days nor more than sixty (60) days prior to the redemption date. Failure to give such written notice to any registered owner of the Series 2019A Bonds or any defect therein shall not affect the validity of any proceedings for the redemption of the Series 2019A Bonds. All Series 2019A Bonds or portions thereof called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment. Optional Redemption The City may elect on February 1, 2028, and on any day thereafter, to redeem Series 2019A Bonds due on or after February 1, 2029. 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 shall determine. If less than all the Series 2019A 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. All redemptions shall be at a price of par plus accrued interest. - 3 - Book Entry System The Depository Trust Company (“DTC”), New York, New York, will act as securities depository for the Series 2019A Bonds. The Series 2019A Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered certificate will be issued for each maturity of the Series 2019A Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation, and Fixed Income Clearing Corporation all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Series 2019A Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2019A Bonds on DTC’s records. The ownership interest of each actual purchaser of each Series 2019A Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2019A Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2019A Bonds, except in the event that use of the book-entry system for the Series 2019A Bonds is discontinued. To facilitate subsequent transfers, all Series 2019A Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2019A Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2019A Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Series 2019A Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2019A Bonds may wish to take certain steps to - 4 - augment the transmission to them of notices of significant events with respect to the Series 2019A Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Series 2019A Bond documents. For example, Beneficial Owners of the Series 2019A Bonds may wish to ascertain that the nominee holding the Series 2019A Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Series 2019A Bonds within a maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2019A Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Series 2019A Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and dividend payments on the Series 2019A Bonds will be made to Cede & Co. or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the City or its agent on the payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or its agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Series 2019A Bonds at any time by giving reasonable notice to City or its agent. Under such circumstances, in the event that a successor depository is not obtained, certificates are required to be printed and delivered. The City may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the City believes to be reliable, but the City takes no responsibility for the accuracy thereof. AUTHORITY AND PURPOSE The Series 2019A Bonds are being issued pursuant to Minnesota Statutes, Chapters 429, 444, and 475. The proceeds of the Series 2019A Bonds will be used to finance (i) various street improvements within the City (the “Improvement Portion”) and (ii) various utility improvements within the City (the “Utility Portion”). - 5 - SOURCES AND USES OF FUNDS The composition of the Series 2019A Bonds is estimated to be as follows: Improvement Utility Portion Portion Total Sources of Funds: Principal Amount $4,050,000 $5,800,000 $9,850,000 Total Sources of Funds $4,050,000 $5,800,000 $9,850,000 Uses of Funds: Deposit to Project Funds $3,987,586 $5,710,614 $9,698,200 Allowance for Discount Bidding 32,400 46,400 78,800 Estimated Costs of Issuance 30,014 42,986 73,000 Total Uses of Funds $4,050,000 $5,800,000 $9,850,000 SECURITY AND FINANCING The Series 2019A Bonds will be general obligations of the City for which the City will pledge its full faith and credit and power to levy direct general ad valorem taxes. Additional sources of security for the Series 2019A Bonds are discussed below. Improvement Portion The City pledges special assessments against benefited properties for repayment of the Improvement Portion of the Series 2019A Bonds. Special assessments in the principal amount of approximately $2,371,810 are expected to be filed in 2019 for first collection in 2020. Assessments will be filed over a term of ten years with equal annual payments of principal. Interest on the unpaid balance will be charged at an interest rate of 4.00%. The City will also levy taxes for repayment of a portion of the Improvement Portion of the Series 2019A Bonds, and will make its first levy in 2019 for collection in 2020. Each year’s collection of taxes and special assessments, if collected in full, will be sufficient to pay 105% of the interest payment due August 1 of the collection year and the principal and interest payment due February 1 of the following year. Utility Portion Pursuant to Minnesota Statutes, Chapter 444, and the resolution awarding the sale of the Series 2019A Bonds, the City will covenant to impose and collect charges for the service, use, availability and connection to the water, storm drainage, and sanitary sewer utilities (the “Utilities”) to produce net revenues in amounts sufficient to support the operation of the Utilities and to pay 105% of debt service on obligations to which it has pledged the net revenues of the Utilities, including the Utility Portion of the Series 2019A Bonds. The City is required to annually review the budget of the Utilities to determine whether current rates and charges are sufficient and to adjust such rates and charges as necessary. The City does not anticipate the need to levy taxes for repayment of the Utility Portion of the Series 2019A Bonds. - 6 - FUTURE FINANCING With the exception of the issue discussed in the “CONCURRENT FINANCING” section herein, the City does not anticipate issuing any additional long-term general obligation debt for at least the next 90 days. LITIGATION The City is not aware of any threatened or pending litigation affecting the validity of the Series 2019A Bonds or the City's ability to meet its financial obligations. LEGALITY The Series 2019A Bonds are subject to approval as to certain matters by Kennedy & Graven, Chartered, of Minneapolis, Minnesota, as Bond Counsel. Bond Counsel has not participated in the preparation of this Official Statement and will not pass upon its accuracy, completeness, or sufficiency. Bond Counsel has not examined nor attempted to examine or verify any of the financial or statistical statements or data contained in this Official Statement and will express no opinion with respect thereto. A legal opinion in substantially the form set out in Appendix I herein will be delivered at closing. TAX EXEMPTION At closing Kennedy & Graven, Chartered, of Minneapolis, Minnesota, Bond Counsel for the Series 2019A Bonds, will render an opinion that, at the time of their issuance and delivery to the original purchaser, under present federal and State of Minnesota laws, regulations, rulings and decisions (which excludes any pending legislation which may have a retroactive effect), the interest on the Series 2019A Bonds is excluded from gross income for purposes of United States income tax and is excluded, to the same extent, from taxable net income of individuals, estates and trusts for Minnesota income purposes, and is not a preference item for purposes of computing the federal alternative minimum tax or the Minnesota alternative minimum tax imposed on individuals, trusts, and estates. Such interest is subject to Minnesota franchise taxes on corporations (including financial institutions) measured by income. No opinion will be expressed by Kennedy & Graven regarding other federal or state tax consequences caused by the receipt or accrual of interest on the Series 2019A Bonds or arising with respect to ownership of the Series 2019A Bonds. Preservation of the exclusion of interest on the Series 2019A Bonds from federal gross income and state gross and taxable net income, however, depends upon compliance by the City with all requirements of the Internal Revenue Code of 1986, as amended, (the “Code”) that must be satisfied subsequent to the issuance of the Series 2019A Bonds in order that interest thereon be (or continue to be) excluded from federal gross income and state gross and taxable net income. The City will covenant to comply with requirements necessary under the Code to establish and maintain the Series 2019A Bonds as tax-exempt under Section 103 thereof, including without limitation, requirements relating to temporary periods for investments and limitations on amounts invested at a yield greater than the yield on the Series 2019A Bonds. - 7 - OTHER FEDERAL AND STATE TAX CONSIDERATIONS Property and Casualty Insurance Companies Property and casualty insurance companies are required to reduce the amount of their loss reserve deduction by the applicable percentage of the amount of tax-exempt interest received or accrued during the taxable year on certain obligations, including interest on the Series 2019A Bonds. Foreign Insurance Companies Foreign companies carrying on an insurance business in the United States are subject to a tax on income which is effectively connected with their conduct of any trade or business in the United States, including “net investment income.” Net investment income includes tax-exempt interest such as interest on the Series 2019A Bonds. Branch Profits Tax A foreign corporation is subject to a branch profits tax imposed by Section 884 of the Code. A branch's earnings and profits may include tax-exempt municipal bond interest, such as interest on the Series 2019A Bonds. Passive Investment Income of S Corporations Passive investment income, including interest on the Series 2019A Bonds, may be subject to federal income taxation under Section 1375 of the Code for an S corporation that has Subchapter C earnings and profits at the close of the taxable year if more than a certain percentage of the gross receipts of such S corporation is passive investment income. General The preceding is not a comprehensive list of all federal or State tax consequences which may arise from the receipt or accrual of interest on the Series 2019A Bonds. The receipt or accrual of interest on the Series 2019A Bonds may otherwise affect the federal income tax (or Minnesota income tax or franchise tax) liability of the recipient based on the particular taxes to which the recipient is subject and the particular tax status of other items of income or deductions. All prospective purchasers of the Series 2019A Bonds are advised to consult their own tax advisors as to the tax consequences of, or tax considerations for, purchasing or holding the Series 2019A Bonds. NOT QUALIFIED TAX-EXEMPT OBLIGATIONS The City will not designate the Series 2019A Bonds as “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Code, relating to the ability of financial institutions to deduct from income for federal income tax purposes, interest expense that is allocable to carrying and acquiring tax-exempt obligations. - 8 - RATING Application for a rating of the Series 2019A Bonds has been made to S&P Global Ratings (“S&P”), 55 Water Street, New York, New York. If a rating is assigned, it will reflect only the opinion of S&P. Any explanation of the significance of the rating may be obtained only from S&P. There is no assurance that a rating, if assigned, will continue for any given period of time, or that such rating will not be revised, suspended or withdrawn, if, in the judgment of S&P, circumstances so warrant. A revision, suspension or withdrawal of a rating may have an adverse effect on the market price of the Series 2019A Bonds. MUNICIPAL ADVISOR The City has retained Baker Tilly Municipal Advisors, LLC, of Saint Paul, Minnesota as municipal advisor in connection with certain aspects of the issuance of the Series 2019A Bonds. In preparing this Official Statement, Baker Tilly Municipal Advisors, LLC has relied upon governmental officials, and other sources, who have access to relevant data to provide accurate information for this Official Statement. Baker Tilly Municipal Advisors, LLC has not been engaged, nor has it undertaken, to independently verify the accuracy of such information. Baker Tilly Municipal Advisors, LLC is an independent advisory firm, registered as a municipal advisor, and is not engaged in the business of underwriting, trading or distributing municipal securities or other public securities. CERTIFICATION The City has authorized the distribution of the Preliminary Official Statement for use in connection with the initial sale of the Series 2019A Bonds and a Final Official Statement following award of the Series 2019A Bonds. The Purchaser will be furnished with a certificate signed by the appropriate officers of the City stating that the City examined each document and that, as of the respective date of each and the date of such certificate, each document did not and does not contain any untrue statement of material fact or omit to state a material fact necessary, in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (The Balance of This Page Has Been Intentionally Left Blank) - 9 - CITY PROPERTY VALUES Trend of Values (a) Assessment/ Assessor’s Market Value Adjusted Collection Estimated Sales Economic Homestead Taxable Taxable Net Year Market Value Ratio (b) Market Value (c) Exclusion Market Value Tax Capacity 2018/19 $2,234,245,900 89.6% $2,499,069,716 $144,494,942 $2,081,039,958 $26,538,221 2017/18 2,054,586,200 94.5 2,178,582,990 154,116,646 1,892,639,554 25,120,921 2016/17 1,870,150,101 92.5 2,028,801,815 163,771,285 1,699,535,316 22,841,269 2015/16 1,778,802,900 93.7 1,898,823,284 166,968,111 1,605,660,789 21,570,419 2014/15 1,667,663,500 83.0 2,008,478,171 173,160,024 1,489,548,076 20,703,061 (a) For a description of the Minnesota property tax system, see Appendix III. (a) Sales Ratio Study for the year of assessment as posted by the Minnesota Department of Revenue, https://www.revenue.state.mn.us/economic-market-values . (c) Economic market values for the year of assessment as posted by the Minnesota Department of Revenue, https://www.revenue.state.mn.us/economic-market-values . Source: Hennepin County, Minnesota, April 2019, except as otherwise noted. 2018/19 Adjusted Taxable Net Tax Capacity: $26,538,221 Real Estate: Residential Homestead $13,248,557 51.10% Commercial/Industrial, Railroad, and Public Utility 9,066,714 34.97 Residential Non-Homestead 3,197,885 12.33 Seasonal Recreational and Other 11,910 0.05 Personal Property 412,752 1.59 2018/19 Net Tax Capacity $25,937,818 100.00% Less: Captured Tax Increment (3,873,826) Contribution to Fiscal Disparities (3,196,246) Plus: Distribution from Fiscal Disparities 7,670,475 2018/19 Adjusted Taxable Net Tax Capacity $26,538,221 Ten of the Largest Taxpayers in the City 2018/19 Net Taxpayer Type of Property Tax Capacity The Luther Company LLC Car Dealer $ 806,610 The Molasky Group of COS FBI Regional Headquarters 471,050 TLN Lanel Ltd Partnership Apartments 259,088 Brookdale Corner LLC Retail 253,010 Lake Point Apartments LLC Apartments 252,150 G B Homes LLC Custom Home Builders 251,863 Brooklyn Hotel Partners Hotel 244,250 Medtronic Inc. Industrial 227,630 Melrose Gates LLC Apartments 217,888 Wal-Mart Stores Inc. Retail 199,250 Total $3,182,789* * Represents 12.0% of the City's 2018/19 adjusted taxable net tax capacity. - 10 - CITY INDEBTEDNESS Legal Debt Limit and Debt Margin* Legal Debt Limit (3% of 2018/19 Estimated Market Value) $67,027,377 Less: Outstanding Debt Subject to Limit 0 Legal Debt Margin as of September 26, 2019 $67,027,377 * The legal debt margin is referred to statutorily as the “Net Debt Limit” and may be increased by debt service funds and current revenues which are applicable to the payment of debt in the current fiscal year. NOTES: Certain types of debt are not subject to the legal debt limit. See Appendix III – Debt Limitations. General Obligation Special Assessment Debt Est. Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 9-26-19 12-19-13 $4,920,000 Improvements 2-1-2024 $ 2,030,000 7-9-15 5,240,000 Improvements 2-1-2026 3,720,000 10-13-16 1,820,000 Street Improvements 2-1-2027 1,495,000 6-8-17 3,735,000 Street Improvements 2-1-2028 3,385,000 7-10-18 3,835,000 Street Improvements 2-1-2029 3,835,000 9-12-19 4,050,000 Street Improvements (the Improvement Portion of the Series 2019A Bonds) 2-1-2030 4,050,000 Total $18,515,000 General Obligation Tax Increment Debt Est. Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 9-26-19 12-19-13 $6,040,000 Taxable Tax Increment 2-1-2022 $4,670,000 7-9-15 6,600,000 Taxable Tax Increment Refunding 2-1-2020 1,730,000 12-8-16 2,075,000 Tax Increment Refunding 2-1-2029 2,075,000 12-8-16 1,725,000 Taxable Tax Increment Refunding 2-1-2023 1,175,000 Total $9,650,000 General Obligation Utility Revenue Debt Est. Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 9-26-19 7-9-15 $1,660,000 Utility Revenue Refunding 2-1-2025 $ 1,025,000 10-13-16 3,605,000 Utility Revenue 2-1-2027 2,965,000 6-8-17 4,880,000 Utility Revenue 2-1-2028 4,220,000 7-10-18 4,350,000 Utility Revenue 2-1-2029 4,350,000 9-12-19 5,800,000 Utility Revenue (the Utility Portion of the Series 2019A Bonds) 2-1-2030 5,800,000 Total $18,360,000 - 11 - Revenue Debt Est. Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 9-26-19 1-20-15 $19,662,798 Taxable GO PFA Water Loan 8-20-2034 $15,773,445 Liquor Enterprise Debt Est. Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 9-26-19 9-26-19 $2,620,000 Lease Revenue (Liquor Store Project) (the Series 2019B Bonds) 2-1-2035 $2,620,000* * These bonds are being issued through means of an operating lease-purchase agreement between the City and the Economic Development Authority of Brooklyn Center, Minnesota (the “EDA”). This issue is repaid with annual appropriation lease payments to be made by the City. Estimated Calendar Year Debt Service Payments Including the Series 2019A Bonds G.O. Special Assessment Debt G.O. Tax Increment Debt Principal Principal Year Principal & Interest (a) Principal & Interest 2019 (at 9-26) (Paid) (Paid) (Paid) (Paid) 2020 $ 1,920,000 $2,386,589 $ 2,350,000 $ 2,585,345 2021 2,250,000 2,664,249 2,430,000 2,596,520 2022 2,285,000 2,635,990 2,490,000 2,582,680 2023 2,100,000 2,390,728 305,000 355,333 2024 2,130,000 2,362,775 330,000 373,525 2025 1,940,000 2,115,458 335,000 371,875 2026 1,960,000 2,079,493 340,000 369,700 2027 1,430,000 1,504,893 350,000 371,938 2028 1,240,000 1,283,780 355,000 368,563 2029 840,000 858,690 365,000 369,563 2030 420,000 424,200 Total $18,515,000 (b) $20,706,845 $9,650,000 $10,345,042 (a) Includes the Improvement Portion of the Series 2019A Bonds at an assumed average annual interest rate of 1.76%. (b) 97.7% of this debt will be retired within ten years. - 12 - Estimated Calendar Year Debt Service Payments Including the Series 2019A Bonds (Continued) G.O. Utility Revenue Debt Revenue Debt Principal Principal Year Principal & Interest (a) Principal & Interest 2019 (at 9-26) (Paid) (Paid) (Paid) 1,140,860 2020 $ 1,275,000 $ 1,730,252 $ 982,000 1,140,130 2021 1,755,000 2,177,493 992,000 1,140,310 2022 1,855,000 2,228,191 1,002,000 1,140,390 2023 1,890,000 2,211,904 1,012,000 1,140,370 2024 1,940,000 2,208,773 1,022,000 1,140,250 2025 1,995,000 2,208,184 1,033,000 1,141,030 2026 1,995,000 2,151,281 1,043,000 1,140,700 2027 2,055,000 2,160,011 1,053,000 1,140,270 2028 1,700,000 1,762,359 1,064,000 1,140,740 2029 1,200,000 1,228,260 1,075,000 1,141,100 2030 700,000 707,000 1,085,000 1,140,350 2031 1,096,000 1,140,500 2032 1,107,000 1,140,540 2033 1,118,000 1,140,470 2034 1,089,445 1,100,735 Total $18,360,000 (b) $20,773,708 $15,773,445 (c) $17,067,885 Liquor Enterprise Debt Principal Year Principal & Interest (d) 2019 (at 9-26) -0- -0- 2020 -0- $ 69,648 2021 $ 115,000 191,875 2022 145,000 217,975 2023 150,000 218,550 2024 155,000 218,975 2025 160,000 219,250 2026 165,000 219,375 2027 170,000 219,350 2028 175,000 219,175 2029 180,000 218,850 2030 185,000 218,375 2031 190,000 217,750 2032 200,000 221,900 2033 205,000 220,825 2034 210,000 219,600 2035 215,000 218,225 Total $2,620,000 (e) $3,329,698 (a) Includes the Utility Portion of the Series 2019A Bonds at an assumed average annual interest rate of 1.77%. (b) 96.2% of this debt will be retired within ten years. (c) 65.2% of this debt will be retired within ten years. (d) Includes the Series 2019B Bonds at an assumed average annual interest rate of 3.00%. (e) 54.0% of this debt will be retired within ten years. - 13 - Other Debt Obligations Operating Leases The City has leased a portion of the police second floor expansion area to the Local Government Information Systems Association (LOGIS) as a backup computer facility. The lease has a term of ten years, commencing on January 12, 2016 and calls for monthly lease payments based on square-footage. Lease revenue for the year ended December 31, 2018 was $12,000. Future minimum lease revenues under the current agreement is as follows: Year Ending December 31 2019 $12,000 2020 12,000 2021 12,000 2022 12,000 2023 12,000 2024-2025 24,000 Total $84,000 The City has entered into two operating leases for its municipal liquor stores. Rent expenses for the fiscal year ended December 31, 2018 were $327,672. The following is a schedule by years of future minimum rental payments required under these operating leases as of December 31, 2018: Year Ending December 31 2019 $234,888 2020 164,124 2021 93,360 2022 93,360 2023 93,360 Total $679,092 The City has entered into two operating leases for golf carts used at Centerbrook Golf Course. The leases were originally signed in 2016 with four year terms. Total rental expenses under the lease agreements for the year ended December 31, 2018 was $12,174. Future minimum base rent payments under the current agreement are as follows: Year Ending December 31 2019 $8,742 - 14 - Overlapping Debt 2018/19 Debt Applicable to Adjusted Taxable Est. G.O. Debt Tax Capacity in City Taxing Unit (a) Net Tax Capacity As of 9-26-19(b) Percent Amount Hennepin County $1,979,015,644 $1,047,495,000 1.3% $13,617,435 Hennepin County Regional Railroad 1,979,015,644 109,865,000 1.3 1,428,245 Three Rivers Park District 1,392,585,502 51,690,000 1.9 982,110 I.S.D. No. 11 (Anoka-Hennepin) 54,705,676 176,075,000 6.7 11,797,025 I.S.D. No. 279 (Osseo) 193,705,139 164,220,000 4.5 7,389,900 I.S.D. No. 281 (Robbinsdale) 114,722,950 184,250,459 5.1 9,396,773 I.S.D. No. 286 (Brooklyn Center) 8,375,567 49,605,000 100.0 49,605,000 Metropolitan Council 4,281,620,797 5,735,000 (c) 0.6 34,410 Metropolitan Transit 3,433,535,041 262,085,000 0.8 2,096,680 Total $96,347,578 (a) Only those units with outstanding general obligation debt are shown here. (b) Excludes general obligation tax and aid anticipation certificates and revenue-supported debt. (c) Excludes general obligation debt supported by wastewater revenues and housing rental payments. Includes certificates of participation. Debt Ratios* G.O. G.O. Direct & Direct Debt Overlapping Debt To 2018/19 Preliminary Estimated Market Value ($2,234,245,900) 1.26% 5.57% Per Capita - (32,299 – 2018 Metropolitan Council Estimate) $872 $3,855 * Excludes general obligation utility revenue debt, revenue debt, liquor enterprise debt, and other debt obligations. - 15 - CITY TAX RATES, LEVIES AND COLLECTIONS Tax Capacity Rates for a Resident in Independent School District No. 286 (Brooklyn Center) 2014/15 2015/16 2016/17 2017/18 2018/19 Hennepin County 46.398% 45.356% 44.087% 42.808% 41.861% City of Brooklyn Center 71.256 73.292 71.904 68.432 71.860 I.S.D. No. 286 (Brooklyn Center)(a) 52.984 54.573 40.438 46.098 50.075 Special Districts (b) 9.314 9.091 8.822 8.516 8.015 Total 179.952% 182.312% 165.251% 165.854% 171.811% (a) In addition, Independent School District No. 286 (Brooklyn Center) has a 2018/19 market value tax rate of 0.16424% spread across the market value of property in support of an excess operating levy. (b) Special districts include Metropolitan Council, Metropolitan Transit, Metropolitan Mosquito Control, Hennepin Park Museum, Hennepin County Regional Rail Authority, Three Rivers Park District, and the Hennepin County Housing and Redevelopment Authority. NOTE: This table includes only net tax capacity-based rates. Certain other tax rates are based on market value. See Appendix III. Tax Levies and Collections Collected During Collected and/or Abated Net Collection Year as of 12-31-18 Levy/Collect Levy * Amount Percent Amount Percent 2018/19 $18,807,475 (In Process of Collection) 2017/18 17,415,844 $17,320,084 99.5% $17,320,084 99.5% 2016/17 16,455,160 16,342,413 99.3 16,408,486 99.7 2015/16 15,577,940 15,464,594 99.3 15,533,907 99.7 2014/15 14,988,762 14,770,223 98.5 14,988,762 100.0 * The net levy excludes state aid for property tax relief and fiscal disparities, if applicable. The net levy is the basis for computing tax capacity rates. See Appendix III. FUNDS ON HAND As of May 31, 2019 General Fund $ 4,728,575 Special Revenue Funds 4,570,050 Debt Service Funds 1,278,558 Capital Project Funds 12,778,140 Enterprise Fund 17,346,090 Internal Service 6,323,505 Total Cash and Investments $47,024,918 - 16 - INVESTMENTS The City’s investment policy, last revised in April 2016, has the objectives of preserving safety of principal, retaining sufficient liquidity, providing a market rate of return, and yielding stable earnings on invested City funds. Investments of the City shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. Safety of principal is the foremost objective. Liquidity and yield are also important considerations. It is essential that the investment portfolio remain sufficiently liquid to meet all operating requirements that may be reasonably anticipated. The investment portfolio of the City shall be designed to attain a market-average rate of return during budgetary and economic cycles, taking into account the City’s investment risk constraints and liquidity needs. Return on investment is of least importance compared to the objectives for safety and liquidity. Securities shall be held to maturity with the exceptions of meeting the liquidity needs of the portfolio and minimizing loss of principal for a security of declining credit. Minnesota Statutes, Chapter 118A, authorizes and defines an investment program for municipal governments. The City may invest in the following instruments allowed by Minnesota Statutes: a. United States Securities: including bonds, notes, bills or other securities which are direct obligations of the United States, its agencies, its instrumentalities, or organizations created by an act of Congress, which carry the full faith and credit of the United States. b. Commercial paper issued by U.S. corporations or their Canadian subsidiaries that is rated in the highest quality by at least two nationally recognized rating agencies and matures in 90 days or less. c. Certificates of Deposit (Time Deposits) that are fully insured by the Federal Deposit Insurance Corporation. d. Repurchase agreements and reverse repurchase agreements may be entered into with financial institutions identified by Minnesota Statutes, Chapter 118A. Reverse repurchase agreements may only be entered into for a period of 90 days or less and only to meet short-term cash flow needs. e. Securities lending agreements may be entered into with financial institutions identified by Minnesota Statutes, Chapter 118A. f. Minnesota joint powers investment trusts may be entered into with trusts identified by Minnesota Statutes, Chapter 118A g. Money market mutual funds regulated by the Securities and Exchange Commission and whose portfolios consist only of short-term securities permitted by Minnesota Statutes, Chapter 118A. h. Bonds of the City of Brooklyn Center issued in prior years may be redeemed at current market price, which may include a premium, prior to maturity using surplus funds of the debt service fund set up for that issue. Such repurchased bonds shall be canceled and removed from the obligation of the fund. i. General obligation bonds of state or local governments rated A or better by a national bond rating services. j. Revenue obligations of state or local governments rated AA or better by a national bond rating agency. k. The Minnesota Municipal Money Market Fund (4M) that was established by the League of Minnesota Cities to address the investment needs of the Minnesota cities. - 17 - Authority to manage the investment program is vested in the City Manager and City Treasurer/Director of Fiscal and Support Services, with the City Treasurer responsible for establishing and maintaining an internal control structure to provide reasonable assurance that the objectives of the investment policy are met. As of May 31, 2019, the City had $43,173,090 invested, with a market value of $43,089,725 (99.8%). The market value of the City’s investments includes the following: $15,093,370 (35.0%) in government agency securities; $24,998,844 (58.3%) in certificates of deposit; $193,681 (0.5%) in money market accounts and $2,803,831 (6.5%) in municipal bonds. All of the investments in the City’s portfolio mature within 72 months or less. The longest investment held by the City is currently scheduled to mature in May 2025. GENERAL INFORMATION CONCERNING THE CITY The City is a northern suburb of the Minneapolis/Saint Paul metropolitan area, adjacent to the City of Minneapolis. The City is wholly within Hennepin County and encompasses an area of approximately 8.5 square miles (5,440 acres). The Mississippi River forms the City’s eastern boundary. Population The City’s population trend is shown below. Percent Population Change 2018 Metropolitan Council Estimate 32,299 7.3% 2010 U.S. Census 30,104 3.2 2000 U.S. Census 29,172 1.0 1990 U.S. Census 28,887 (7.5) 1980 U.S. Census 31,230 -- Sources: Metropolitan Council, https://metrocouncil.org and United States Census Bureau, http://www.census.gov/ . The City’s population by age group for the past five years is as follows: Data Year/ Report Year 0-17 18-34 35-64 65 and Over 2018/19 9,050 7,607 11,312 3,938 2017/18 8,970 7,568 11,254 3,896 2016/17 8,956 7,650 11,255 3,879 2015/16 8,906 7,664 11,211 3,847 2014/15 8,786 7,734 11,171 3,811 Sources: Environics Analytics, Claritas, Inc. and The Nielsen Company. - 18 - Transportation Major transportation routes in and through the City, including Interstate Highways 94 and 694 and State Highways 100 and 252, have provided a continued impetus for the development of the City's commercial tax base. Major Employers Approximate Number Employer Product/Service of Employees Hennepin County Government 9,300 (a) Promeon, Inc. (a division of Medtronic) Medical devices 1,100 (b) City of Brooklyn Center Government 437 (d) Independent School District No. 286 (Brooklyn Center) Education 436 Walmart Retail 278 (d)(f) Caribou Coffee (Headquarters) Coffee retailer 225 (f) University of Minnesota Physicians Healthcare 212 (f) Maranatha Care Center, Presbyterian Homes Continuing care/retirement community 200 (d)(f) Luther Auto Group (three locations) Automobile dealership 196 (c)(d)(f) TCR Corporation Metal components 150 (e) Cass Screw Machine Products Screw machine parts 124(f) Cub Foods Grocery 125 (f) Health Partners-Brooklyn Center Medical and dental clinic 97 (f) (a) Not all employees are located within the City. (b) As of August 2016, Promeon no longer releases this information. (c) In past surveys, Luther Brookdale Chevrolet and Luther Brookdale Buick GMC were each counted, however these businesses share a location and this number includes all employess at this shared location. (d) Includes full-time and part-time employees. (e) As of April 2017, most recent information available. (f) As of May 2018, most recent information available. Source: This does not purport to be a comprehensive list and is based on a July 2019 best efforts telephone survey of individual employers. Some employers do not respond to inquiries. - 19 - Labor Force Data Annual Average May 2015 2016 2017 2018 2019 Labor Force: City of Brooklyn Center 15,153 15,280 15,349 15,428 15,461 Hennepin County 676,722 687,472 698,548 703,310 705,681 Minneapolis-Saint Paul MSA 1,916,011 1,938,642 1,979,780 2,016,208 2,005,534 State of Minnesota 2,997,748 3,033,406 3,057,014 3,070,223 3,097,429 Unemployment Rate: City of Brooklyn Center 4.5% 4.3% 3.9% 3.3% 3.3% Hennepin County 3.3 3.3 3.0 2.5 2.7 Minneapolis-Saint Paul MSA 3.5 3.6 3.3 2.7 2.7 State of Minnesota 2.9 3.4 3.9 3.7 2.9 Source: Minnesota Department of Employment and Economic Development, https://apps.deed.state.mn.us/lmi/laus . 2019 data are preliminary. Retail Sales and Effective Buying Income (EBI) City of Brooklyn Center Data Year/ Total Retail Total Median Report Year Sales ($000) EBI ($000) Household EBI 2018/19 $650,264 $630,186 $46,331 2017/18 571,339 582,953 43,718 2016/17 623,655 545,667 40,885 2015/16 561,219 550,267 41,469 2014/15 505,332 531,155 40,188 Hennepin County Data Year/ Total Retail Total Median Report Year Sales ($000) EBI ($000) Household EBI 2018/19 $35,994,743 $46,545,289 $63,176 2017/18 32,491,357 43,417,597 60,957 2016/17 33,502,543 40,956,757 57,190 2015/16 26,004,909 38,495,032 55,756 2014/15 21,713,206 36,578,500 52,644 The 2018/19 Median Household EBI for the State of Minnesota was $58,776. The 2018/19 Median Household EBI for the United States was $52,468. Sources: Environics Analytics, Claritas, Inc. and The Nielsen Company. - 20 - Permits Issued by the City Total Permits Commercial Permits Residential Permits Year Number Value Number Value Number Value 2019 (to 5-31) 1,200 $27,895,603 163 $ 19,780,258 1,037 $ 8,115,345 2018 3,181 77,347,546 481 63,424,938 2,700 13,922,608 2017 5,758 59,017,940 3,042 41,405,474 2,716 17,612,466 2016 4,745 71,232,941 2,547 48,819,051 2,198 22,413,890 2015 4,834 51,457,015 2,655 34,769,633 2,179 16,687,382 2014 5,251 125,369,473 2,844 109,829,770 2,407 15,539,703 2013 7,309 67,228,061 3,874 42,049,442 3,435 25,178,619 2012 5,188 31,227,915 2,811 21,729,528 2,377 9,498,387 2011 4,852 29,571,594 2,556 21,424,919 2,296 8,146,675 2010 5,198 76,149,738 2,739 66,911,018 2,459 9,238,720 Includes all permits except for temporary land use and vacant building registrations. Classification is based on zoning type. Source: City of Brooklyn Center. Growth and Development Successful redevelopment continues to be the key to commercial and industrial tax base growth within the City, including the following: The southern portion of the 80 acre Opportunity Site, comprises 46 acres planned for a mixed use commercial, office and residential redevelopment. • Since 2008 the EDA has acquired approximately 35 acres of land within the Opportunity Site. This includes the former Brookdale Square shopping center site and former Brookdale Ford dealership property. • In 2016, the City Council approved the creation of a 25-year tax increment redevelopment district and completed the soil corrections and final demolition of the former Brookdale Ford building, floor lifts, and underground LP tank. • The EDA entered into a Preliminary Development Agreement (PDA) with Alatus, LLC, a Minneapolis-based developer, in April 2018. The PDA identified Alatus as the master developer to plan the site and initiate a Phase I development within the EDA-owned portion of the site. Over the course of the past year, Alatus has started the master planning work, completed environmental and geotechnical analysis, initiated a public engagement process, identified a movie theater and hotel tenant, and engaged a number of other potential users of the site. • In May 2018, the census tract (27053020200) that the Opportunity Site is located within was selected by the Treasury Department as a federally designated Opportunity Zone, which opens up investment opportunities for the site. • Alatus is in predevelopment on a Phase I of the development, which they intend to move ahead with in 2019. Phase I would include 350 units of market-rate multi-family housing, and may include a commercial component either within the building or on an adjacent site. • The City has engaged a consultant to update the 2006 Opportunity Site Master Plan, which encompasses the entire 80-acre area. As part of that scope, the City will be taking the lead on the master planning of the EDA-owned portion of the site as well, in cooperation with Alatus. The timing is being structured to allow Alatus to move forward with a Phase I in conjunction with the creation of a master plan. The master planning will include identifying a land use and transportation framework for the site, with a more refined focus on the southern portion of the site, as well as identification of public infrastructure needs such as parks and open space, storm water, streets, and utilities. - 21 - Additional development activities in 2018/19 include: • TOPGOLF USA purchased the existing 85,240 square foot Regal Theater to allow for the construction of a 65,000 square-foot commercial recreational/entertainment development. The three-level facility opened in September 2018 and includes 103 hitting bays, restaurant and lounge, a 3,000 square-foot roof terrace, a 3,000 square-foot event area and a 220-yard driving range with 11 outfield targets. • In January 2019, HOM Furniture opened in the renovated former Kohl’s building. The project includes a 24,822 addition, which is not yet complete but anticipated to open in the summer of 2019. The project also features the future development of a three-story 32,800 square-foot medical center/office building. • In fall 2018, a new 4,000 square-foot Bank of America opened in the City. • On April 23, 2018 Medtronic received approval for a substantial renovation and 13,427 square-foot expansion of their dry room facilities, which will allow for production of their lithium ion batteries for pacemakers. This expansion is currently underway and is anticipated to be completed in the summer of 2019. • On November 13, 2017, Luther Automotive received approval for a new 35,424 square-foot Mazda Mitsubishi dealership. The project is currently under construction and is anticipated to open in the summer of 2019. • An 82-room Fairfield Inn and Suites on an EDA-owned site located at 6250 Earle Brown Drive is currently under construction, and is anticipated to open during fall of 2019. • In July 2018, the City Council approved the conversion of a vacant former senior assisted-living facility into market-rate apartments. The project, called LUX Apartments, includes 143 fully-renovated units, community space, as well as the installation of additional parking. The project began renting over the winter during construction, and is now complete and fully-leased. • In July 2019, Casey’s Gas Station and Convenience Stores received approval for a new 4,600 square-foot store at 2101 Freeway Boulevard. The project has begun construction in spring of 2019. • The City has entered into a Preliminary Development Agreement with Centra Homes for 30 single-family homes on an 8-acre EDA-owned site at Highway 252 and 69 th Avenue North. Centra anticipates applying for a preliminary and final plat in May and commencing construction in the summer of 2019. • The City has received an application for land use approval from Real Estate Equities for a 267-unit multi-family housing project at 5801 Xerxes Avenue North. The project would include a mix of affordable independent senior units and workforce units. The application was approved by the City Council in June 2019. • The City has entered into a Preliminary Development Agreement with Coalition Development for an 80-unit multi-family apartment on the EDA-owned properties at Brooklyn Boulevard and 61 st Avenue North. The developer anticipates coming forward with a request for approval in summer 2019. Financial Institutions * City residents are served by branch facilities of Wells Fargo Bank, National Association; Bremer Bank, National Association; Bank of America; and TCF National Bank, as well as numerous credit unions. * This does not purport to be a comprehensive list. Source: Federal Deposit Insurance Corporation, https://research.fdic.gov/bankfind/ . - 22 - Health Care Services The following is a summary of inpatient health care facilities located in and around the City: Facility Location No. of Beds Maranatha Care Center City of Brooklyn Center 97 Nursing Home Living Well Lyndale City of Brooklyn Center 8 Supervised Living MTAI Brooklyn Center City of Brooklyn Center 6 Supervised Living North Memorial Medical Center City of Robbinsdale 518 Hospital 42 Infant Bassinets In addition, senior living options including assisted living and memory support are also provided through The Sanctuary at Brooklyn Center. Source: Minnesota Department of Health, http://www.health.state.mn.us/ . Education Public Education The following districts serve the residents of the City: 2018/19 School Location Grades Enrollment ISD No. 11 (Anoka-Hennepin) City of Anoka PK-12 38,802 ISD No. 279 (Osseo) City of Osseo PK-12 21,472 ISD No. 281 (Robbinsdale) City of Robbinsdale PK-12 12,546 ISD No. 286 (Brooklyn Center) City of Brooklyn Center PK-12 2,492 Source: Minnesota Department of Education, www.education.state.mn.us . The City’s taxable net tax capacity is attributable to each of the four school districts as follows: Portion of 2018/19 Taxable Net Tax Capacity Located in the City % of Total ISD No. 279 (Osseo) $ 8,680,671 32.7% ISD No. 286 (Brooklyn Center)* 8,375,567 31.6 ISD No. 281 (Robbinsdale) 5,824,469 21.9 ISD No. 11 (Anoka-Hennepin) 3,657,514 13.8 Total $26,538,221 100.0% * Located entirely within the City. Non-Public Education City residents are also served by the following private schools: 2018/19 School Location Grades Enrollment King of Grace Lutheran School City of Golden Valley K-8 169 Sacred Heart Catholic School City of Robbinsdale K-8 157 St. Raphael Catholic School City of Crystal K-8 128 St. Alphonsus City of Brooklyn Center K-8 154 RiverTree School City of Crystal K-12 139 Holy Trinity Lutheran School City of New Hope K-8 60 Source: Minnesota Department of Education, www.education.state.mn.us. - 23 - Post-Secondary Education City residents have access to various colleges and universities located throughout the Minneapolis/St. Paul metropolitan area. GOVERNMENTAL ORGANIZATION AND SERVICES Organization The City has been a municipal corporation since 1911 and is governed under a Home Rule Charter adopted in 1966 and subsequently amended. The City has a Council-Manager form of government and the Mayor and four Council Members are elected to serve overlapping four-year terms. The following individuals comprise the current City Council: Expiration of Term Mike Elliott Mayor December 31, 2022 Marquita Butler Council Member December 31, 2020 April Graves Council Member December 31, 2022 Kris Lawrence-Anderson Council Member December 31, 2020 Dan Ryan Council Member December 31, 2022 The City Manager, Mr. Cornelius L. Boganey, is responsible for the administration of Council policy and the daily management of the City. The Manager is appointed by the Council and serves at its discretion. Mr. Boganey has served the City in this position since June 2006. Prior to that, Mr. Boganey served as the City's Assistant Manager since March 2003. He has also served as City Manager in the cities of Brooklyn Park, Minnesota and Port Arthur, Texas, and as Assistant City Manager in the City of Kalamazoo, Michigan. The Director of Fiscal and Support Services, Mr. Nathan Reinhardt, is responsible for directing the City’s financial operations, including preparation of the comprehensive annual financial report and interim reports, and the investment of City funds. Mr. Reinhardt has served as the City’s Finance Director since November 2013. Previously, Mr. Reinhardt served as Finance Director for the City of Waseca, Minnesota. The City has 166 regular full-time and 271 seasonal full- and part-time employees. Services Forty-nine full-time sworn police officers and a support staff of 12 provide protective services in the City. Fire protection is provided by one full-time Chief, one full-time Deputy Chief, one full-time fire inspector/educator, and a 32-member volunteer force. The City has two fire stations and a class 4 insurance rating. All areas of the City are serviced by municipal water and sewer systems, with exception to one property located at 5306 Perry Avenue North. Water is supplied by nine wells and storage is provided by three elevated tanks with a combined total capacity of 3.0 million gallons. The municipal water system has a pumping capacity of 16.4 million gallons per day (mgd). In 2016, the City brought a new water treatment plant online, capable of filtering 10 mgd. When combined with the capacity of 1.7 mdg from Well #2, the City now has a total finished water capacity of 11.7 mgd. The average daily water demand is estimated to be 2.9 mgd and peak demand is estimated to be 9.7 mgd. Water connections totaled 8,965 as of May 31, 2019. - 24 - Although the City owns and maintains its own sanitary and storm sewer collection systems, wastewater treatment facilities are owned and operated by the Metropolitan Council Environmental Services (MCES). The City is billed an annual service charge by MCES, which is adjusted each year based on the prior years’ actual usage. The City had 8,798 sewer connections as of May 31, 2019. Labor Contracts The status of labor contracts in the City are as follows: Expiration Date Bargaining Unit No. of Employees of Current Contract IUOE Local 49 26 December 31, 2021 LELS Local 82 35 December 31, 2019 LELS Local 86 10 December 31, 2021 Subtotal 71 Non-unionized employees 316 Total employees 387 Employee Pensions All full-time employees and certain part-time employees of the City are covered by defined benefit pension plans administered by the Public Employees Retirement Association of Minnesota (PERA). PERA administers the General Employees Retirement Fund (GERF) and the Public Employees Police and Fire Fund (PEPFF), which are cost-sharing multiple-employer retirement plans. GERF members belong to either the Coordinated Plan or the Basic Plan. Coordinated members are covered by Social Security and Basic members are not. All new members must participate in the Coordinated Plan. All police officers, fire fighters and peace officers who qualify for membership by statute are covered by PEPFF. The City’s contributions to GERF and PEPFF are equal to the contractually required contributions for each year as set by State Statute, and are as follows for the past five years: GERF PEPFF 2018 $612,983 $761,952 2017 572,442 720,865 2016 550,846 689,601 2015 564,168 687,935 2014 531,385 600,402 For more information regarding the liability of the City with respect to its employees, please reference “Note 4. Defined Benefit Pension Plan – City Employees” of the City’s Comprehensive Annual Financial Report for fiscal year ended December 31, 2018, an excerpt of which is included as Appendix IV of this Official Statement. Multiple-Employer Defined Benefit Pension City employees belonging to the International Union of Operating Engineers (IUOE) are participants in a multiple-employer defined benefit pension plan, the Central Pension Fund of the International Union of Operating Engineers and Participating Employers (CPF), administered by the Board of Trustees of the Central Pension Fund. The plan is a cost-sharing pension plan that is not a state or local governmental pension plan, is used to provide defined benefit pensions to employers that are not state or local governmental employers, and has no predominate state or local government employer. The plan issues a publicly available financial report located on their website at www.cpfiuoe.org . - 25 - The City has 22 employees who are covered by this pension plan. The plan provides benefits such as monthly retirement income, special and early retirement benefits, post-retirement surviving spouse benefits, pre-retirement surviving spouse benefits, and disability benefits. The City’s contributions to the plan are pursuant to a collective bargaining agreement with the IUOE which expires December 31, 2018. The required contribution rate is $0.96 per hour, which is applied to all compensated hours, and capped at $5,000 per year. With regards to withdrawal from the pension plan, the parties agree that the amount that would otherwise be paid in salary or wages will be contributed instead to the CPF as pre-tax employer contributions. The City’s contributions to IOUE for the past five years are as follows: IUOE 2018 $51,152 2017 50,782 2016 51,410 2015 51,699 2014 51,868 For more information regarding the liability of the City with respect to its employees, please reference “Note 6. Multiple-Employer Defined Benefit Pension Plan” of the City’s Comprehensive Annual Financial Report for fiscal year ended December 31, 2018, an excerpt of which is included as Appendix IV of this Official Statement. PEDCP Five Council members of the City are covered by the Public Employees Defined Contribution Plan (PEDCP), a multiple-employer deferred compensation plan administered by PERA. The PEDCP is a tax- qualified plan under Section 401(a) of the Internal Revenue Code and all contributions by or on behalf of employees are tax deferred until the time of withdrawal. Plan benefits depend solely on the amounts contributed to the plan plus investment earnings less administrative expenses. An eligible elected official who chooses to participate in the plan contributes 5% of their salary, which is matched by the elected official’s employer. PERA receives 2% of employer contributions and 0.025% of the assets in each member’s account annually for administering the plan. The City’s contributions to PEDCP for the past five years are as follows: PEDCP 2018 $944 2017 925 2016 907 2015 907 For more information regarding the liability of the City with respect to its employees, please reference “Note 7. Defined Contribution Plan” of the City’s Comprehensive Annual Financial Report for fiscal year ended December 31, 2018, an excerpt of which is included as Appendix IV of this Official Statement. City Firefighter’s Association The City contributes to the Brooklyn Center Fire Department Relief Association (the “Association”), which is the administrator of a single employer, public employee defined benefit retirement system to provide a retirement plan (the “Plan”) to volunteer firefighters of the City who are members of the Association. The Association is organized and operates under the provisions of the Minnesota State Statutes 424A, and provides benefits in accordance with those statutes. - 26 - The Association provides retirement benefits to members and survivors upon death of eligible members. Benefits are established by the Association and approved by the City Council under the applicable statutes. The defined retirement benefits are based on a member’s years of service. Vesting begins after the tenth year of service with a 60% benefit increasing to 100% after the 20 th year of service. Full benefits are available to members after 20 years of service and having attained the age of 50. The current benefit available is a lump sum distribution of $7,600 per year of service. Vested, terminated members who are entitled to benefits but are not yet receiving them are bound by the provisions in effect at the time of termination of membership. The City levies property taxes at the direction of and for the benefit of this plan and passes through state aids allocated to the plan, all in accordance with State statutes. The minimum tax levy obligation is the financial contribution requirement for the year less anticipated state aids. The City’s contributions to the Firefighter’s Association for the past five years are as follows: Annual Percentage Net Year Pension of APC Pension Ending Cost (APC) Contributed Obligation December 31, 2018 $ 85,089 181% -0- December 31, 2017 71,203 206 -0- December 31, 2016 101,453 141 -0- December 31, 2015 101,453 156 -0- December 31, 2014 108,883 129 -0- Funded status of the Association as reported to-date: Assets in Actuarial Excess of Actuarial Actuarial Value Accrued Unfunded Accrued Funded Valuation Date of Assets Liability Liability Ratio January 1, 2017 $3,673,474 $3,036,210 $637,264 121.0% January 1, 2015 3,508,210 3,084,717 423,493 113.7 January 1, 2013 3,282,317 3,279,231 3,086 100.1 For more information regarding the liability of the City with respect to its employees, please reference “Note 5. Defined Benefit Pension Plan – Single Employer – Fire Relief Association” of the City’s Comprehensive Annual Financial Report for fiscal year ended December 31, 2018, an excerpt of which is included as Appendix IV of this Official Statement. Sources: City’s Comprehensive Annual Financial Reports. GASB 68 The Government Accounting Standards Board (GASB) has issued Statement No. 68, Accounting and Financial Reporting for Pensions (GASB 68) and related GASB Statement No. 71, Pension Transition for Contributions Made Subsequent to the Measurement Date-an amendment to GASB 68, which revised existing standards for measuring and reporting pension liabilities for pension plans provided to City employees and require recognition of a liability equal to the City’s proportionate share of net pension liability, which is measured as the total pension liability less the amount of the pension plan's fiduciary net position. - 27 - The City’s proportionate shares of the pension costs and the City’s net pension liability for GERF and PEPFF for the past four years are as follows: Proportionate Net Proportionate Net Share of Pension Share of Pension Pension Costs Liability Pension Costs Liability 2018 0.1194% $6,623,822 0.4330% $ 4,615,334 2017 0.1201 7,667,105 0.4410 5,954,026 2016 0.1172 9,516,059 0.4290 17,216,516 2015 0.1243 6,441,872 0.4460 5,067,604 For more information regarding GASB 68 with respect to the City, please reference “Note 4. Defined Benefit Pension Plan” of the City’s Comprehensive Annual Financial Report for fiscal year ended December 31, 2018, an excerpt of which is included as Appendix IV of this Official Statement. Additional and detailed information about GERF’s net position is available in a separately-issued PERA financial report, which may be obtained at www.mnpera.org ; by writing to PERA at 60 Empire Drive #200, St. Paul, Minnesota, 55103-2088; or by calling 1-800-652-9026. Sources: City’s Comprehensive Annual Financial Reports. Other Postemployment Benefits The Government Accounting Standards Board (GASB) has issued Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions (GASB 75), establishing new accounting and financial reporting requirements related to post-employment healthcare and other non-pension benefits (referred to as Other Postemployment Benefits or “OPEB”). The implementation of GASB 75 required the restatement of the City’s beginning net position for the fiscal year ended December 31, 2018. Please see “Note 8. Other Post-Employment Benefits (OPEB) Plan” in the City’s Comprehensive Annual Financial Report for the fiscal year ended December 31, 2018 for this calculation. The City provides continued health insurance coverage for retired City employees who, on the date of their retirement, meet PERA or PEPFF eligibility requirements for a full retirement annuity, without reduction of benefits because of age, disability, or any other reason. This coverage does not extend to the retiree’s family, except that if the retiree desires to continue additional coverage, the cost in excess of the single premium must be paid by the retiree. This benefit began in 1986 and was subsequently discontinued for employees hired after January 31, 1992. The City currently finances the plan on a pay-as-you-go basis. During 2018, the City expended $130,222 for these benefits. The following employees were covered by the benefit terms as of the latest actuarial valuation: Retirees and beneficiaries currently receiving benefit payments 12 Active employees 150 Total 162 - 28 - The City’s net OPEB liability was measured as of December 31, 2017, and the total OPEB liability used to calculate the net OPEB liability was determined by an actuarial valuation as of January 1, 2018. Components of the City’s OPEB liability and related ratios for the fiscal year ended December 31, 2018 are as follows: Service cost $ 130,096 Interest 71,659 Differences between expected and actual experience 73,751 Changes of assumptions 51,929 Benefit payments (156,791) Net change in total OPEB liability $ 170,644 Total OPEB liability – beginning of year 1,844,035 Total OPEB liability – end of year $2,014,679 Funded status of the City’s OPEB as reported in the actuarial reports received to-date: Unfunded UAAL as a Actuarial Actuarial Percentage of Actuarial Accrued Accrued Covered Covered Valuation Date Liability (AAL) Liability (UAAL) Payroll Payroll January 1, 2018 $2,014,679 $2,014,679 $10,800,000 18.65% January 1, 2016 1,901,745 1,901,745 10,471,960 18.16 January 1, 2014 2,574,529 2,574,529 9,934,960 25.91 January 1, 2012 2,620,367 2,620,367 9,472,237 27.66 For more information regarding GASB 75 with respect to the City, please reference “Note 8. Other Post- Employment Benefits” of the City’s Comprehensive Annual Financial Report for fiscal year ended December 31, 2018, an excerpt of which is included as Appendix IV of this Official Statement. Sources: City’s Comprehensive Annual Financial Reports. (The Balance of This Page Has Been Intentionally Left Blank) - 29 - General Fund Budget Summary 2018 Budget 2018 Actual 2019 Budget January 1 Fund Balance $11,355,203 $11,355,203 $11,563,825 Revenues: Taxes $17,339,417 $17,361,854 $18,380,591 Licenses and Permits 776,625 1,209,029 861,315 Intergovernmental 1,594,819 1,658,391 1,634,150 Charges for Services 922,500 861,965 834,650 Fines & Forfeits 231,500 273,507 231,500 Special Assessments 100,000 51,075 85,000 Investment Earnings - 88,534 93,663 Transfers In 150,000 150,000 150,000 Miscellaneous 231,175 179,178 145,700 Total Revenues $21,346,036 $21,833,533 $22,416,569 Expenditures: General Government $ 4,154,642 $ 3,605,573 $ 4,262,386 Public Safety 11,488,936 11,201,317 11,712,277 Public Works 3,914,319 2,234,407 4,059,089 CARS 1,729,949 2,761,005 1,813,072 Non-Departmental (141,810) 1,379,179 359,745 Transfers Out 200,000 443,430 210,000 Total Expenditures $21,346,036 $21,624,911 $22,416,569 December 31 Fund Balance $11,355,203 $11,563,825 $11,563,825 Sources: City’s Comprehensive Annual Financial Reports and 2019 Budget. Major General Fund Revenue Sources Revenue 2014 2015 2016 2017 2018 Taxes $14,991,781 $15,532,039 $16,128,373 $16,766,847 $17,361,854 Intergovernmental 1,401,447 1,410,695 1,466,341 1,496,165 1,658,391 Licenses and Permits 1,021,410 859,534 932,051 904,785 1,209,029 Charges for Services 810,597 749,569 765,831 809,031 861,965 Fines & Forfeits 312,130 268,116 211,712 243,915 273,507 Sources: City’s Comprehensive Annual Financial Reports. APPENDIX I ____________________________ * Preliminary; subject to change. I-1 PROPOSED FORM OF LEGAL OPINION $9,850,000 General Obligation Improvement and Utility Revenue Bonds Series 2019A City of Brooklyn Center Hennepin County, Minnesota We have acted as bond counsel to the City of Brooklyn Center, Hennepin County, Minnesota (the “Issuer”) in connection with the issuance by the Issuer of its General Obligation Improvement and Utility Revenue Bonds, Series 2019A (the “Bonds”), originally dated the date hereof, and issued in the original aggregate principal amount of $9,850,000. In such capacity and for the purpose of rendering this opinion we have examined such certified copies of certain proceedings, certifications and other documents, and applicable laws as we have deemed necessary. Regarding questions of fact material to this opinion, we have relied on certified proceedings and other certifications of public officials and other documents furnished to us without undertaking to verify the same by independent investigation. Under existing laws, regulations, rulings and decisions in effect on the date hereof, and based on the foregoing we are of the opinion that: 1. The Bonds have been duly authorized and executed, and are valid and binding general obligations of the Issuer, enforceable against the Issuer in accordance with their terms. 2. The principal of and interest on the Bonds are payable primarily from special assessments levied or to be levied on property specially benefited by local improvements, ad valorem taxes for the Issuer’s share of the cost of the improvements and revenues of the water, storm drainage and sanitary sewer systems of the Issuer, but if necessary for the payment thereof additional ad valorem taxes are required by law to be levied on all taxable property of the Issuer, which taxes are not subject to any limitation as to rate or amount. 3. Interest on the Bonds is excludable from gross income of the recipient for federal income tax purposes and, to the same extent, is excludable from taxable net income of individuals, trusts, and estates for Minnesota income tax purposes, and is not a preference item for purposes of the computation of the federal alternative minimum tax, or the computation of the Minnesota alternative minimum tax imposed on individuals, trusts and estates. However, such interest is subject to Minnesota franchise taxes on corporations (including financial institutions) measured by income. The opinion set forth in this paragraph is subject to the condition that the Issuer comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excludable from gross income for federal income tax purposes and from taxable net income for Minnesota income tax purposes. The Issuer has covenanted to comply with all such requirements. Failure to comply with certain of such requirements may cause interest on the Bonds to be included in gross income for federal income tax purposes and taxable net income for Minnesota income tax purposes retroactively to the date of issuance of the Bonds. We express no opinion regarding tax consequences arising with respect to the Bonds other than as expressly set forth herein. 4. The rights of the owners of the Bonds and the enforceability of the Bonds may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditor’s rights generally and by equitable principles, whether considered at law or in equity. We have not been asked and have not undertaken to review the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Bonds, and accordingly we express no opinion with respect thereto. I-2 This opinion is given as of the date hereof and we assume no obligation to update, revise, or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. Dated _________, 2019 at Minneapolis, Minnesota. APPENDIX II ____________________________ * Preliminary; subject to change. II-1 CONTINUING DISCLOSURE CERTIFICATE $9,850,000 City of Brooklyn Center, Minnesota General Obligation Improvement and Utility Revenue Bonds Series 2019A _______________, 2019 This Continuing Disclosure Certificate (the “Disclosure Certificate”) is executed and delivered by the City of Brooklyn Center, Minnesota (the “Issuer”) in connection with the issuance of its General Obligation Improvement and Utility Revenue Bonds, Series 2019A (the “Bonds”) in the original aggregate principal amount of $9,850,000. The Bonds are being issued pursuant to resolutions adopted by the City Council of the Issuer (the “Resolutions”). The Bonds are being delivered to ____________________________ (the “Purchaser”) on the date hereof. Pursuant to the Resolutions, the Issuer has covenanted and agreed to provide continuing disclosure of certain financial information and operating data and timely notices of the occurrence of certain events. The Issuer hereby covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Holders (as defined herein) of the Bonds in order to provide for the public availability of such information and assist the Participating Underwriter(s) (as defined herein) in complying with the Rule (as defined herein). This Disclosure Certificate, together with the Resolutions, constitutes the written agreement or contract for the benefit of the Holders of the Bonds that is required by the Rule. Section 2. Definitions. In addition to the defined terms set forth in the Resolutions, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: “Annual Report” means any annual report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “Audited Financial Statements” means annual financial statements of the Issuer, prepared in accordance with GAAP as prescribed by GASB. “Bonds” means the General Obligation Improvement and Utility Revenue Bonds, Series 2019A, issued by the Issuer in the original aggregate principal amount of $9,850,000. “Disclosure Certificate” means this Continuing Disclosure Certificate. “EMMA” means the Electronic Municipal Market Access system operated by the MSRB and designated as a nationally recognized municipal securities information repository and the exclusive portal for complying with the continuing disclosure requirements of the Rule. “Final Official Statement” means the deemed final Official Statement, dated _______, 2019, which constitutes the final official statement delivered in connection with the Bonds, which is available from the MSRB. “Financial Obligation” means a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a Financial Obligation as described in clause (a) or (b). The term “Financial II-2 Obligation” shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. “Fiscal Year” means the fiscal year of the Issuer. “GAAP” means generally accepted accounting principles for governmental units as prescribed by GASB. “GASB” means the Governmental Accounting Standards Board. “Holder” means the person in whose name a Bond is registered or a beneficial owner of such a Bond. “Issuer” means the City of Brooklyn Center, Minnesota, which is the obligated person with respect to the Bonds. “Material Event” means any of the events listed in Section 5(a) of this Disclosure Certificate. “MSRB” means the Municipal Securities Rulemaking Board located at 1300 I Street NW, Suite 1000, Washington, DC 20005. “Participating Underwriter” means any of the original underwriter(s) of the Bonds (including the Purchaser) required to comply with the Rule in connection with the offering of the Bonds. “Purchaser” means __________________. “Repository” means EMMA, or any successor thereto designated by the SEC. “Rule” means SEC Rule 15c2-12(b)(5) promulgated by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time, and including written interpretations thereof by the SEC. “SEC” means Securities and Exchange Commission, and any successor thereto. Section 3. Provision of Annual Financial Information and Audited Financial Statements. (a) The Issuer shall provide to the Repository not later than 12 months after the end of the Fiscal Year commencing with the year that ends December 31, 2019, an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the Audited Financial Statements of the Issuer may be submitted separately from the balance of the Annual Report. (b) If the Issuer is unable or fails to provide to the Repository an Annual Report by the date required in subsection (a), the Issuer shall send a notice of that fact to the Repository and the MSRB. (c) The Issuer shall determine each year prior to the date for providing the Annual Report the name and address of each Repository. II-3 Section 4. Content of Annual Reports. The Issuer’s Annual Report shall contain or incorporate by reference the following sections of the Final Official Statement: 1. City Property Values 2. City Indebtedness 3. City Tax Rates, Levies and Collections In addition to the items listed above, the Annual Report shall include Audited Financial Statements submitted in accordance with Section 3 of this Disclosure Certificate. Any or all of the items listed above may be incorporated by reference from other documents, including official statements of debt issues of the Issuer or related public entities, which have been submitted to the Repository or the SEC. If the document incorporated by reference is a final official statement, it must also be available from the MSRB. The Issuer shall clearly identify each such other document so incorporated by reference. Section 5. Reporting of Material Events. (a) This Section 5 shall govern the giving of notice of the occurrence of any of the following events (“Material Events”) with respect to the Bonds: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults, if material; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701–TEB), or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security; 7. Modifications to rights of security holders, if material; 8. Bond calls, if material, and tender offers; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the securities, if material; 11. Rating changes; 12. Bankruptcy, insolvency, receivership or similar event of the obligated person; 13. The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; II-4 14. Appointment of a successor or additional trustee or the change of name of a trustee, if material; 15. Incurrence of a Financial Obligation of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the obligated person, any of which affect security holders, if material; and 16. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the obligated person, any of which reflect financial difficulties. (b) The Issuer shall file a notice of such occurrence with the Repository or with the MSRB within 10 business days of the occurrence of the Material Event. (c) Unless otherwise required by law and subject to technical and economic feasibility, the Issuer shall employ such methods of information transmission as shall be requested or recommended by the designated recipients of the Issuer’s information. Section 6. EMMA. The SEC has designated EMMA as a nationally recognized municipal securities information repository and the exclusive portal for complying with the continuing disclosure requirements of the Rule. Until the EMMA system is amended or altered by the MSRB and the SEC, the Issuer shall make all filings required under this Disclosure Certificate solely with EMMA. Section 7. Termination of Reporting Obligation. The Issuer’s obligations under the Resolutions and this Disclosure Certificate shall terminate upon [the legal defeasance,] the redemption in full of all Bonds or payment in full of all Bonds. Section 8. Agent. The Issuer may, from time to time, appoint or engage a dissemination agent to assist it in carrying out its obligations under the Resolutions and this Disclosure Certificate, and may discharge any such agent, with or without appointing a successor dissemination agent. Section 9. Amendment; Waiver. Notwithstanding any other provision of the Resolutions or this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, if such amendment or waiver is supported by an opinion of nationally recognized bond counsel to the effect that such amendment or waiver would not, in and of itself, cause a violation of the Rule. The provisions of the Resolutions requiring continuing disclosure pursuant to the Rule and this Disclosure Certificate, or any provision hereof, shall be null and void in the event that the Issuer delivers to the Repository an opinion of nationally recognized bond counsel to the effect that those portions of the Rule which impose the continuing disclosure requirements of the Resolutions and the execution and delivery of this Disclosure Certificate are invalid, have been repealed retroactively or otherwise do not apply to the Bonds. The provisions of the Resolutions requiring continuing disclosure pursuant to the Rule and this Disclosure Certificate may be amended without the consent of the Holders of the Bonds, but only upon the delivery by the Issuer to the Repository of the proposed amendment and an opinion of nationally recognized bond counsel to the effect that such amendment, and giving effect thereto, will not adversely affect the compliance with the Rule. Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Material Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of II-5 occurrence of a Material Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Material Event. Section 11. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate any Holder of the Bonds may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer to comply with its obligations under the Resolutions and this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an event of default with respect to the Bonds and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action to compel performance. Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Participating Underwriters, and the Holders from time to time of the Bonds, and shall create no rights in any other person or entity. IN WITNESS WHEREOF, we have executed this Disclosure Certificate in our official capacities effective as of the date and year first written above. CITY OF BROOKLYN CENTER, MINNESOTA Mayor Its Manager APPENDIX III III-1 SUMMARY OF TAX LEVIES, PAYMENT PROVISIONS, AND MINNESOTA REAL PROPERTY VALUATION Following is a summary of certain statutory provisions relative to tax levy procedures, tax payment and credit procedures, and the mechanics of real property valuation. The summary does not purport to be inclusive of all such provisions or of the specific provisions discussed, and is qualified by reference to the complete text of applicable statutes, rules and regulations of the State of Minnesota. Property Valuations (Chapter 273, Minnesota Statutes) Assessor's Estimated Market Value. Each parcel of real property subject to taxation must, by statute, be appraised at least once every five years as of January 2 of the year of appraisal. With certain exceptions, all property is valued at its market value, which is the value the assessor determines to be the price the property to be fairly worth, and which is referred to as the “Estimated Market Value.” The 2013 Minnesota Legislature established the Estimated Market Value as the value used to calculate a municipality’s legal debt limit. Economic Market Value. The Economic Market Value is the value of locally assessed real property (Assessor’s Estimated Market Value) divided by the sales ratio as provided by the State of Minnesota Department of Revenue plus the estimated market value of personal property, utilities, railroad, and minerals. Taxable Market Value. The Taxable Market Value is the value that Net Tax Capacity is based on, after all reductions, limitations, exemptions and deferrals. Net Tax Capacity. The Net Tax Capacity is the value upon which net taxes are levied, extended and collected. The Net Tax Capacity is computed by applying the class rate percentages specific to each type of property classification against the Taxable Market Value. Class rate percentages vary depending on the type of property as shown on the last page of this Appendix. The formulas and class rates for converting Taxable Market Value to Net Tax Capacity represent a basic element of the State's property tax relief system and are subject to annual revisions by the State Legislature. Property taxes are the sum of the amounts determined by (i) multiplying the Net Tax Capacity by the tax capacity rate, and (ii) multiplying the referendum market value by the market value rate. Market Value Homestead Exclusion. In 2011, the Market Value Homestead Exclusion Program (MVHE) was implemented to offset the elimination of the Market Value Homestead Credit Program that provided relief to certain homesteads. The MVHE reduces the taxable market value of a homestead with an Assessor’s Estimated Market Value up to $413,800 in an attempt to result in a property tax similar to the effective property tax prior to the elimination of the homestead credit. The MVHE applies to property classified as Class 1a or 1b and Class 2a, and causes a decrease in the City’s aggregate Taxable Market Value, even if the Assessor’s Estimated Market Value on the same properties did not decline. Property Tax Payments and Delinquencies (Chapters 275, 276, 277, 279-282 and 549, Minnesota Statutes) Ad valorem property taxes levied by local governments in Minnesota are extended and collected by the various counties within the State. Each taxing jurisdiction is required to certify the annual tax levy to the county auditor within five (5) working days after December 20 of the year preceding the collection year. A listing of property taxes due is prepared by the county auditor and turned over to the county treasurer on or before the first business day in March. III-2 The county treasurer is responsible for collecting all property taxes within the county. Real estate and personal property tax statements are mailed out by March 31. One-half (1/2) of the taxes on real property is due on or before May 15. The remainder is due on or before October 15. Real property taxes not paid by their due date are assessed a penalty on homestead property of 2% until May 31 and increased to 4% on June 1. The penalty on nonhomestead property is assessed at a rate of 4% until May 31 and increased to 8% on June 1. Thereafter, an additional 1% penalty shall accrue each month through October 1 of the collection year for unpaid real property taxes. In the case of the second installment of real property taxes due October 15, a penalty of 2% on homestead property and 4% on nonhomestead property is assessed. The penalty for homestead property increases to 6% on November 1 and again to 8% on December 1. The penalty for nonhomestead property increases to 8% on November 1 and again to 12% on December 1. Personal property taxes remaining unpaid on May 16 are deemed to be delinquent and a penalty of 8% attaches to the unpaid tax. However, personal property that is owned by a tax-exempt entity, but is treated as taxable by virtue of a lease agreement, is subject to the same delinquent property tax penalties as real property. On the first business day of January of the year following collection all delinquencies are subject to an additional 2% penalty, and those delinquencies outstanding as of February 15 are filed for a tax lien judgment with the district court. By March 20 the county auditor files a publication of legal action and a mailing of notice of action to delinquent parties. Those property interests not responding to this notice have judgment entered for the amount of the delinquency and associated penalties. The amount of the judgment is subject to a variable interest determined annually by the Department of Revenue, and equal to the adjusted prime rate charged by banks but in no event is the rate less than 10% or more than 14%. Property owners subject to a tax lien judgment generally have three years (3) to redeem the property. After expiration of the redemption period, unredeemed properties are declared tax forfeit with title held in trust by the State of Minnesota for the respective taxing districts. The county auditor, or equivalent thereof, then sells those properties not claimed for a public purpose at auction. The net proceeds of the sale are first dedicated to the satisfaction of outstanding special assessments on the parcel, with any remaining balance in most cases being divided on the following basis: county - 40%; town or city - 20%; and school district - 40%. Property Tax Credits (Chapter 273, Minnesota Statutes) In addition to adjusting the taxable value for various property types, primary elements of Minnesota's property tax relief system are: property tax levy reduction aids; the homestead credit refund and the renter’s property tax refund, which relate property taxes to income and provide relief on a sliding income scale; and targeted tax relief, which is aimed primarily at easing the effect of significant tax increases. The homestead credit refund, the renter’s property tax refund, and targeted credits are reimbursed to the taxpayer upon application by the taxpayer. Property tax levy reduction aid includes educational aids, local governmental aid, equalization aid, county program aid and disparity reduction aid. Debt Limitations All Minnesota municipalities (counties, cities, towns and school districts) are subject to statutory “net debt” limitations under the provisions of Minnesota Statutes, Section 475.53. Net debt is defined as the amount remaining after deducting from gross debt the amount of current revenues that are applicable within the current fiscal year to the payment of any debt and the aggregate of the principal of the following: 1. Obligations issued for improvements which are payable wholly or partly from the proceeds of special assessments levied upon property specially benefited thereby, including those which are general obligations of the municipality issuing them, if the municipality is entitled to reimbursement in whole or in part from the proceeds of the special assessments. III-3 2. Warrants or orders having no definite or fixed maturity. 3. Obligations payable wholly from the income from revenue producing conveniences. 4. Obligations issued to create or maintain a permanent improvement revolving fund. 5. Obligations issued for the acquisition, and betterment of public waterworks systems, and public lighting, heating or power systems, and of any combination thereof or for any other public convenience from which a revenue is or may be derived. 6. Debt service loans and capital loans made to a school district under the provisions of Minnesota Statutes, Sections 126C.68 and 126C.69. 7. Amount of all money and the face value of all securities held as a debt service fund for the extinguishment of obligations other than those deductible under this subdivision. 8. Obligations to repay loans made under Minnesota Statutes, Section 216C.37. 9. Obligations to repay loans made from money received from litigation or settlement of alleged violations of federal petroleum pricing regulations. 10. Obligations issued to pay pension fund or other postemployment benefit liabilities under Minnesota Statutes, Section 475.52, subdivision 6, or any charter authority. 11. Obligations issued to pay judgments against the municipality under Minnesota Statutes, Section 475.52, subdivision 6, or any charter authority. 12. All other obligations which under the provisions of law authorizing their issuance are not to be included in computing the net debt of the municipality. Levies for General Obligation Debt (Sections 475.61 and 475.74, Minnesota Statutes) Any municipality that issues general obligation debt must, at the time of issuance, certify levies to the county auditor of the county(ies) within which the municipality is situated. Such levies shall be in an amount that if collected in full will, together with estimates of other revenues pledged for payment of the obligations, produce at least five percent in excess of the amount needed to pay principal and interest when due. Notwithstanding any other limitations upon the ability of a taxing unit to levy taxes, its ability to levy taxes for a deficiency in prior levies for payment of general obligation indebtedness is without limitation as to rate or amount. Metropolitan Revenue Distribution (Chapter 473F, Minnesota Statutes) “Fiscal Disparities Law” The Charles R. Weaver Metropolitan Revenue Distribution Act, more commonly known as “Fiscal Disparities,” was first implemented for taxes payable in 1975. Forty percent of the increase in commercial-industrial (including public utility and railroad) net tax capacity valuation since 1971 in each assessment district in the Minneapolis/Saint Paul seven-county metropolitan area (Anoka, Carver, Dakota, excluding the City of Northfield, Hennepin, Ramsey, Scott, excluding the City of New Prague, and Washington Counties) is contributed to an area-wide tax base. A distribution index, based on the factors of population and real property market value per capita, is employed in determining what proportion of the net tax capacity value in the area-wide tax base shall be distributed back to each assessment district. III-4 STATUTORY FORMULAE: CONVERSION OF TAXABLE MARKET VALUE (TMV) TO NET TAX CAPACITY FOR MAJOR PROPERTY CLASSIFICATIONS Local Tax Payable Property Type 201 5-2019 Residential Homestead (1a) Up to $500,000 1.00% Over $500,000 1.25% Residential Non-homestead Single Unit (4bb) Up to $500,000 1.00% Over $500,000 1.25% 1-3 unit and undeveloped land (4b1) 1.25% Market Rate Apartments Regular (4a) 1.25% Low -Income (4d) Up to $ 139 ,000 (c) 0.75% Over $1 39 ,000 (c) 0.25% Commercial/Industrial/Public Utility (3a) Up to $150,000 1.50% (a) Over $150,000 2.00% (a) Electric Generation Machinery 2.00% Commercial Seasonal Residential Homestead Resorts (1c) Up to $600,000 0.5 0% $600,000 - $2,300,000 1.00% Over $2,300,000 1.25% (a) Seasonal Resorts (4c) Up to $500,000 1.00% (a) Over $500,000 1.25% (a) Non-Commercial (4c12) Up to $500,000 1.00% (a)(b) Over $500,000 1.25% (a)(b) Disabled Homestead (1b) Up to $50,000 0.45% Agricultural Land & Buildings Homestead (2a) Up to $500,000 1.00% Over $500,000 1.25% Remainder of Farm Up to $1, 900 ,000 (d) 0.50% (b) Over $1,9 00,000 (d) 1.00% (b) Non -homestead (2b) 1.00% (b) (a) State tax is applicable to these classifications. (b) Exempt from referendum market value based taxes. (c) Legislative increases, payable 2019. Historical valuations are: Payable 2018 - $121,000; Payable 2017 - $115,000; Payable 2016 - $106,000; and Payable 2015 - $100,000. (d) Legislative increases, payable 2019. Historical valuations are: Payable 2018 - $1,940,000; Payable 2017 - $2,050,000; Payable 2016 - $2,140,000; and Payable 2015 - $1,900,000. NOTE: For purposes of the State general property tax only, the net tax capacity of non-commercial class 4c(1) seasonal residential recreational property has the following class rate structure: First $76,000 – 0.40%; $76,000 to $500,000 – 1.00%; and over $500,000 – 1.25%. In addition to the State tax base exemptions referenced by property classification, airport property exempt from city and school district property taxes under M.S. 473.625 is exempt from the State general property tax (MSP International Airport and Holman Field in Saint Paul are exempt under this provision). APPENDIX IV IV-1 EXCERPT OF 2018 COMPREHENSIVE ANNUAL FINANCIAL REPORT Data on the following pages was extracted from the City’s Comprehensive Annual Financial Report for fiscal year ended December 31, 2018. The reader should be aware that the complete financial statements may contain additional information which may interpret, explain or modify the data presented here. The City’s comprehensive annual financial reports for the years ending 1966 through 2017 were awarded the Certificate of Achievement for Excellence in Financial Reporting by the Government Finance Officers Association of the United States and Canada (GFOA). The Certificate of Achievement is the highest form of recognition for excellence in state and local government financial reporting. The City has submitted its CAFR for the 2018 fiscal year to GFOA. In order to be awarded a Certificate of Achievement, a government unit must publish an easily readable and efficiently organized comprehensive annual financial report (CAFR), whose contents conform to program standards. Such CAFR must satisfy both generally accepted accounting principles and applicable legal requirements. A Certificate of Achievement is valid for a period of one year only. PROPOSAL SALE DATE: August 12, 2019 ________________________________ Phone: 651-223-3000 * Preliminary; subject to change. Fax: 651-223-3046 Email: bond_services@bakertilly.com City of Brooklyn Center, Minnesota $9,850,000* General Obligation Improvement and Utility Revenue Bonds, Series 2019A For the Bonds of this Issue which shall mature and bear interest at the respective annual rates, as follow, we offer a price of $_________________ (which may not be less than $9,771,200) plus accrued interest, if any, to the date of delivery. Year Interest Rate (%) Yield (%) Dollar Price Year Interest Rate (%) Yield (%) Dollar Price 202 1 % % % 202 6 % % % 202 2 % % % 202 7 % % % 202 3 % % % 202 8 % % % 202 4 % % % 202 9 % % % 202 5 % % % 20 30 % % % Designation of Term Maturities Years of Term Maturities In making this offer on the sale date of August 12, 2019 we accept all of the terms and conditions of the Terms of Proposal published in the Preliminary Official Statement dated July 24, 2019 including the City’s right to modify the principal amount of the Bonds. (See “Terms of Proposal” herein.) In the event of failure to deliver these Bonds in accordance with said Terms of Proposal, we reserve the right to withdraw our offer, whereupon the deposit accompanying it will be immediately returned. All blank spaces of this offer are intentional and are not to be construed as an omission. By submitting this proposal, we confirm that we have an established industry reputation for underwriting municipal bonds such as the Bonds. Not as a part of our offer, the above quoted prices being controlling, but only as an aid for the verification of the offer, we have made the following computations: NET INTEREST COST: $____________________________ TRUE INTEREST RATE: ______________ % The Bidder will not will purchase municipal bond insurance from . Account Members ______________________________ Account Manager By: ___________________________ Phone: ________________________ ........................................................................................................................................................................................................................... The foregoing proposal has been accepted by the City. Attest: _______________________________ Date: ________________________________ ........................................................................................................................................................................................................................... COU N C IL ITEM MEMOR ANDUM DAT E:8/12/2019 TO :C urt Boganey, C ity Manager T HR O UG H:N/A F R O M:Nate R einhardt, F inance Director S UBJ EC T:R esolution Authorizing the Execution and Delivery of a G round Leas e and a Leas e-P urc hase Agreement, and Approving and Authorizing Issuanc e of Leas e R evenue Bonds and Execution of R elated Documents Requested Council Action: - M otion to approve a resolution of the C ity C ouncil authorizing the execution and delivery of a ground lease and a lease-purchase agreement with the E conomic D evelopment Authority of B rooklyn C enter, and approving and authorizing issuance of lease revenue bonds and execution of related documents. Background: T he attac hed propos ed resolution authorizes the Mayor and the C ity Manager to enter into: A G ro und Lease d ated as o f S eptemb er 1, 2019 with the Econo mic Development Authority o f Brooklyn C enter (EDA). T he G round Lease will allow the EDA to ac quire a leasehold interest in a portion of C ity owned p ro p erty at 1350 S hingle C reek C rossing (P ro p erty) whic h is currently b eing c o ns truc ted as a munic ipal liquor store. A Leas e-P urchas e Agreement d ated as o f S eptemb er 1, 2019 with the EDA, where the C ity will leas e the P roperty, together with the buildings , s tructures or improvements on the P roperty. Under Minnes ota S tatutes the E DA is authorized to is s ue revenue b o nds for any o f its c o rp o rate purp o s es and to pledge thereto income and revenues of the EDA. T he G ro und Leas e and Leas e-P urc hase Agreement will allow the EDA to issue Lease R evenue Bonds , S eries 2019B to financ e the Munic ipal Liquor S tore P rojec t. A related proposed res o lutio n is o n the EDA’s agend a for c o ns ideratio n that authorizes the EDA to take the following action: Issue Leas e R evenue Bond s , S eries 2019B in an amo unt no t-to -exc eed $2,735,000 for the purp o s es of cons tructing a new liquor store #1 at 1350 S hingle C reek C ros s ing. T he EDA has retained Baker Tilly Municipal Advisors, LLC , as an independent advisor to as s is t the EDA in connec tion with the s ale of the S eries 2019B Bonds on a negotiated basis to R obert W. Baird & C o. In order to ens ure the best exec ution o f the b o nd sale, the p ro p o s ed EDA res o lutio n es tablis hes acc eptable parameters fo r the bond sale and autho rizes the P res id ent and Exec utive Direc to r o f the EDA to execute the s ale o f the Leas e R evenue Bond s in an amo unt no t-to -exc eed $2,735,000 and at a true interes t rate not-to- exc eed 3.0%. T he bond proc eed s will b e us ed to p ay fo r the c o s ts o f ac quisition, cons tructio n and equipping of the C ity’s munic ipal liquor store. O n June 24, 2019 the C ity awarded the b id for the cons tructio n o f the Municipal Liq uor S to re to B2 Builders in the amount of $2,219,000. T he total estimated bud get includ ing land acquis ition, d es ign, administration, cons truction and furnis hings is estimated at $3.6 million. Budget Issues: As mentioned p revious ly in the memo , the resolution es tablishes the maximum parameters fo r the b o nd sale of a p rinc ip al amount of $2,735,000 and a true interes t rate no n-to -exc eed 3.0% to provid e some flexibility fo r the is s uance. However, preliminary estimates antic ipate the principal amount of the bond issue will be $2,620,000 at an estimated true interes t rate of 2.5%. T he bond s will have an es timated annual p ayment of p rinc ip al and interes t o f $222,000 o ver a p erio d of 15 years. T he payment will be repaid from Municipal Liquor S tore revenues. T he C ity was p aying ap p ro ximately $230,000 p er year in rent and common area maintenance charges at the c urrent location of S tore #1. P roceeds from the bonds will be rec eived S eptember 18th, 2019. S trategic Priorities and Values: S afe, S ecure, S table C ommunity AT TAC HME N T S: Desc ription Upload Date Type R esolution Authorizing G round Leas e and Lease-P urchas e Agreement 8/8/2019 R es olution Letter G round Lease Draft 8/8/2019 Bac kup Material Lease-P urchas e Agreement Draft 8/8/2019 Bac kup Material Indenture Draft 8/8/2019 Bac kup Material 603917v2BR291-398 CITY OF BROOKLYN CENTER COUNTY OF HENNEPIN STATE OF MINNESOTA Member _______________________ introduced the following resolution and moved its adoption: RESOLUTION NO. ______ RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A GROUND LEASE AND A LEASE-PURCHASE AGREEMENT, AND APPROVING AND AUTHORIZING ISSUANCE OF LEASE REVENUE BONDS AND EXECUTION OF RELATED DOCUMENTS BE IT RESOLVED by the City Council of the City of Brooklyn Center, Minnesota (the “City”) as follows: Section 1. Recitals. 1.01. The City is authorized by Minnesota Statutes, Section 465.71, as amended, to acquire real and personal property under lease-purchase agreements. 1.02. The Economic Development Authority of Brooklyn Center, Minnesota (the “EDA”) is authorized by Minnesota Statutes, Section 465.71, Sections 469.001 to 469.047, Sections 469.090 to 469.1082, Chapter 471, and Chapter 475, as amended (the “Act”), to issue revenue bonds for any of its corporate purposes, and to pledge thereto income and revenues of the EDA and pursuant to Minnesota Statutes, Sections 469.091, Subdivision 1, the EDA has the powers of a housing and redevelopment authority under Minnesota Statutes, Sections 469.001 to 469.047. 1.03 Pursuant to the Act, the EDA has formed Housing Development and Redevelopment Project No. 1 (the “Project Area”) and has adopted a Redevelopment Plan (the “Redevelopment Plan”) for the Project Area which sets forth development objectives for the Project Area. A major objective of the Redevelopment Plan is to foster the development and redevelopment of commercial facilities in the Project Area. 1.04. The City has acquired certain property legally described as Lot 5, Block 1, Shingle Creek Crossing 5th Addition, County of Hennepin, State of Minnesota (the “Property”) located in the EDA’s Project Area. 1.05. The City and the EDA propose that pursuant to a Ground Lease dated as of September 1, 2019 (the “Ground Lease”), the EDA will acquire a leasehold interest in the Property, excluding the Excluded Portion (as defined therein) (the “Leased Premises”) from the City, and the EDA will lease such Leased Premises, together with the buildings, structures or improvements now or hereafter located thereon (consisting of the Site and the Facility as defined therein), to the City pursuant to a Lease-Purchase Agreement dated as of September 1, 2019 (the “Lease”). 2 603917v2BR291-398 1.06. Pursuant to a Trust Indenture dated as of September 1, 2019 (the “Indenture”) between the EDA and Zions Bancorporation, National Association, as trustee (the “Trustee”), the EDA will issue its Lease Revenue Bonds (Municipal Liquor Store Project), Series 2019B (the “Series 2019B Bonds”) in a principal amount not to exceed $2,735,000. 1.07. Under the Indenture, proceeds of the Series 2019B Bonds will be used to pay costs of acquisition, construction and equipping of the City’s municipal liquor store (the “Facility”) and the Series 2019B Bonds will be secured by and payable from the lease payments under the Lease. 1.08. Forms of the Ground Lease, the Lease, the Indenture, the Official Statement for the Series 2019B Bonds and a Continuing Disclosure Certificate of the EDA and the City dated on or after September 1, 2019 (the “Continuing Disclosure Certificate”), have been prepared and submitted to this Council and are on file with the City. Section 2. Findings. On the basis of information given the City to date, it is hereby found, determined and declared that: (a) it is desirable and in the best interest of the City to enter into the Ground Lease, the Lease and the Continuing Disclosure Certificate. (b) the terms of the Ground Lease, the Lease, the Indenture, and the Continuing Disclosure Certificate are found to be advantageous to the City and the form and terms thereof are hereby approved. (c) The Site and the Facility described in the Lease constitute government property necessary in connection with the operation of the City’s municipal liquor store, and the City presently intends to appropriate all Lease Payments under the Lease for the term of the Lease; however, the obligations of the City under the Lease are not to be payable from nor charged upon any funds of the City other than the funds appropriated annually to the payment thereof, and the Lease shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City except its interest in the Lease and in the Site and the Facility under the Lease. Section 3. Authorization of Documents. The Ground Lease, the Lease, and the Continuing Disclosure Certificate, together with any other documents or certifications necessary in connection with the issuance of the Bonds, are hereby approved (collectively, the “Financing Documents”). The Mayor and the City Manager are authorized and directed to execute and deliver the Financing Documents on behalf of the City, substantially in the forms on file, but with all such changes therein as shall be approved by the officers executing the same, which approval shall be conclusively evidenced by the execution thereof. Copies of all of the Financing Documents shall be delivered, filed and recorded as provided therein. The Mayor and the City Manager of the City are also authorized and directed to execute such other instruments as may be required to give effect to the transactions herein contemplated. 3 603917v2BR291-398 Section 4. Official Statement. The Official Statement, as completed and supplemented, and its distribution to potential purchasers of the Series 2019B Bonds, is hereby approved. The Mayor and City Manager are authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the Official Statement is a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement. Section 5. Continuing Disclosure. 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 Series 2019B 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. Section 6. Approval of Issuance and Sale of Series 2019B Bonds. The issuance and sale by the EDA of the Series 2019B Bonds as described in the Official Statement and the Indenture are hereby approved in all respects. The City will pay, from proceeds of the Series 2019B Bonds or from other City funds, the costs of issuance of the Series 2019B Bonds. The City hereby authorizes and requests that the EDA issue the Bonds in accordance with the terms of a resolution of the Board of Commissioners of the EDA adopted on the date hereof as further set forth in the Indenture. Section 7. Payment of Lease Payments. The City will pay to the Trustee, promptly when due, all of the Lease Payments and other amounts required by the Lease. To provide moneys to make such payments, the City will include in its annual budget, for each Fiscal Year during the term of the Lease, commencing with the Fiscal Year ending on December 31, 2020, moneys sufficient to pay and for the purpose of paying all Lease Payments, a reasonable estimate of Additional Lease Payments, and other amounts payable under the Lease. The agreement of the City in this Section is subject to the City’s right to terminate the Lease at the end of any Fiscal Year, as set forth in Section 5.6 of the Lease. Section 9. Miscellaneous. 4 603917v2BR291-398 9.01. Not Arbitrage Bonds. The City covenants and agrees with the holders from time to time of the Series 2019B Bonds that the investment of proceeds of the Series 2019B Bonds, including the investment of any revenues pledged to the Lease Payments which are considered proceeds under applicable regulations, and accumulated sinking funds, if any, shall be limited as to amount and yield in such manner that the Series 2019B Bonds shall not be “arbitrage bonds” within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and applicable regulations thereunder, and that the City shall comply with all other applicable requirements of Section 148. On the basis of the existing facts, estimates and circumstances, including the foregoing findings and covenants, the City hereby certifies that it is not expected that the proceeds of the Series 2019B Bonds will be used in such manner as to cause the Series 2019B Bonds to be “arbitrage bonds” under Section 148 and any regulations thereunder. The Site, the Facility and the proceeds of the Series 2019B Bonds will likewise be used in such manner that the Series 2019B Bonds will not be “private activity bonds” under Section 141 of the Internal Revenue Code of 1986, as amended, and applicable regulations. 9.02. Not Private Activity Bonds. No action shall be taken or authorized to be taken in connection with the application or investment of the proceeds of the Series 2019B Bonds which would cause the Series 2019B Bonds to be or become “private activity bonds” within the meaning of Section 141 of the Internal Revenue Code of 1986, as amended (the “Code”) and the applicable Treasury Regulations (the “Regulations”) promulgated thereunder, or be or become “arbitrage bonds” within the meaning of Section 148 of the Code and the applicable Regulations promulgated thereunder. The City shall take all such actions as may be required under the Code and applicable Regulations to ensure that interest on the Series 2019B Bonds is not includable in gross income for federal income tax purposes. The Site, the Facility, and the proceeds of the Series 2019B Bonds will likewise be used in such manner that the Series 2019B Bonds will not be “private activity bonds” under Section 141 of the Code and the Regulations. 9.03. 8038. The City covenants that it will file (or cause the EDA to file) with the Internal Revenue Service the information required under Section 149(e) of the Internal Revenue Code of 1986 9.04. Definitions. Capitalized terms used herein and defined in the Lease or the Indenture have the meanings given in the Lease or the Indenture. 9.05. Bond Transcript. The officers of the City are authorized and directed to prepare and furnish to the original purchaser of the Series 2019B Bonds, and to the attorneys approving the Series 2019B Bonds, certified copies of all proceedings and records of the City relating to the power and authority of the City to enter into the Financing Documents within their knowledge or as shown by the books and records in their custody and control, and such certified copies and certificates shall be deemed representations of the City as to the facts stated therein. 9.06. Property Configuration. The City hereby authorizes, ratifies and confirms the division of the Property to create the Excluded Portion as a separate legal parcel through a registered land survey or other means. 5 603917v2BR291-398 August 12, 2019 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. 6 603917v2BR291-398 CITY CLERK’S CERTIFICATE 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 duly called and regularly held meeting of the City Council of said City held on August 12, 2019, with the original minutes thereof on file in my office and I further certify that the same is a full, true, and correct transcript thereof insofar as said minutes relate to the related actions referenced therein with respect to the Economic Development Authority of Brooklyn Center, Minnesota’s Lease Revenue Bonds (Municipal Liquor Store Project), Series 2018B. WITNESS My hand this ____ day of August, 2019. _______________________________________ City Clerk Brooklyn Center, Minnesota 592144v1BR291-398 GROUND LEASE Between CITY OF BROOKLYN CENTER As Lessor and ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN CENTER, MINNESOTA As Lessee Dated as of September 1, 2019 This instrument was drafted by: KENNEDY & GRAVEN, CHARTERED (JSB) 470 U.S. Bank Plaza, 200 South Sixth Street Minneapolis, Minnesota 55402 (612)337-9300 1 592144v1BR291-398 THIS GROUND LEASE, made as of this 1 st day of September, 2019, by and between the CITY OF BROOKLYN CENTER, a home rule charter city and political subdivision of the State of Minnesota (the “City”), as Lessor and the Economic Development Authority of Brooklyn Center, Minnesota, a public body corporate and politic and political subdivision of the State of Minnesota (together with its successors and assigns as lessee hereunder, the “EDA”), as Lessee. W I T N E S S E T H : In consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows: ARTICLE I Demise Of Site And Warranties Section 1.01. Demise. Subject to and upon the terms, conditions, covenants and undertakings hereinafter set forth, the City hereby leases and permits the use to, and the EDA hereby leases from the City, the property described in Exhibit A attached hereto, located in Hennepin County, Minnesota (the “Site”). For the avoidance of doubt, the parties acknowledge and agree that the Site does not include the portion of the building constructed on Lot 5, Block 1, Shingle Creek Crossing 5th Addition, County of Hennepin, State of Minnesota, which is described after the word “Excluding” in Exhibit A and is depicted in Exhibit B (the “Excluded Portion”) which the City shall retain for its own use and enjoyment. Section 1.02. Warranties. The City covenants and warrants to the EDA: (1) That the City has good and merchantable title to the Site, has authority to enter into, execute and deliver this Ground Lease, has duly authorized the execution and delivery of this Ground Lease and has duly executed and delivered this Ground Lease; (2) That the Site is not subject to any dedication, easement, right-of-way, reservation in patent, covenant, condition, restriction, lien or encumbrance which would prohibit or materially interfere with the construction of certain facilities, including a municipal liquor store (the “Facilities”) on the Site, as contemplated by that certain Lease-Purchase Agreement by and between the City and the EDA of even date herewith (the “Lease”); (3) That all taxes, assessments or impositions of any kind with respect to the Site, except current taxes, have been paid in full; (4) That the Site is properly zoned for the purpose of the Facilities; and (5) That the City has authority to enter into, execute and deliver the Lease, has duly authorized its execution and delivery, and has duly executed and delivered the Lease. 2 592144v1BR291-398 Section 1.03. Environmental Covenant. To the best knowledge of the City, after due inquiry, (i) no dangerous, toxic or hazardous pollutants, contaminants, chemicals, waste, materials or substances, as defined in or governed by the provisions of any federal, state or local law, statute, code, ordinance, regulation, requirement or rule relating thereto (collectively, “Environmental Regulations”), and also including ureaformaldehyde, polychlorinated biphenyls, asbestos, asbestos containing materials, nuclear fuel or waste, radioactive materials, explosives, carcinogens and petroleum products, or any other waste, material, substance, pollutant or contaminant which would subject the owner of the Site and the Facilities to any damages, penalties or liabilities under any applicable Environmental Regulation (collectively, “Hazardous Substances”) are now or have been stored, located, generated, produced, processed, treated, transported, incorporated, discharged, emitted, released, deposited or disposed of in, upon, under, over or from the Site or the Facilities in violation of any Environmental Regulation; (ii) no threat exists of a discharge, release or emission of a Hazardous Substance upon or from the Site into the environment; (iii) the Site has not been used as or for a mine, a landfill, a dump or other disposal facility, an industrial or manufacturing facility, or a gasoline service station; (iv) no underground storage tank is located at the Site or has previously been located therein but has been removed therefrom; (v) no violation of any Environmental Regulation now exists relating to the Site or the Facilities, no notice of any such violation or any alleged violation thereof has been issued or given by any governmental entity or agency, and there is not now any investigation or report involving the Site or the Facilities by any governmental entity or agency which in any way relates to Hazardous Substances; (vi) no person, party or private or governmental agency or entity has given any notice of or asserted any claim, cause of action, penalty, cost or demand for payment or compensation, whether or not involving any injury or threatened injury to human health, the environment or natural resources, resulting or allegedly resulting from any activity or event described in (i) above; (vii) there are not now any actions, suits, proceedings or damage settlements relating in any way to Hazardous Substances, in, upon, under, over or from the Site, (viii) the Site is not listed in the United States Environmental Protection Agency’s National Priorities List of Hazardous Waste Sites or any other list of Hazardous Substance sites maintained by any federal, state or local governmental agency; and (ix) the Site is not subject to any lien or claim for lien or threat of a lien in favor of any governmental entity or agency as a result of any release or threatened release of any Hazardous Substance. The City shall not store, locate, generate, produce, process, treat, transport, incorporate, discharge, emit, release, deposit or dispose of any Hazardous Substance in, upon, under, over or from the Site or the Facilities in violation of any Environmental Regulation, shall not permit any Hazardous Substance to be stored, located, generated, produced, processed, treated, transported, incorporated, discharged, emitted, released, deposited, disposed of or to escape therein, thereupon, thereunder, thereover or therefrom in violation of any Environmental Regulation, shall cause all Hazardous Substances to be properly removed therefrom and properly disposed of in accordance with all applicable Environmental Regulations, shall not install or permit to be installed any underground storage tank therein or thereunder in violation of any Environmental Regulations which are applicable to the Site and the Facilities. In the event any Hazardous Substance is found upon, under, over or from the Site or the Facilities in violation of any Environmental Regulation or if any lien or claim for lien in favor of any governmental entity or agency as a result of any release of any Hazardous Substance is 3 592144v1BR291-398 threatened, the City, at its sole cost and expense, shall, within 10 days of such finding, deliver written notice thereof to the EDA and the Trustee (as defined in the Lease) and shall promptly remove such Hazardous Substances upon, under, over or from the Site or the Facilities and prevent the imposition of any liens against the Site or the Facilities for the cleanup of any Hazardous Materials. Such removal shall be conducted and completed in compliance with all applicable federal, state and local laws, regulations, rules ordinances and policies, in accordance with the orders and directives of all federal, state and local governmental authorities. In the event the City has not removed such Hazardous Substances within a time period deemed reasonable by the Trustee, the City shall, at the written direction of the Trustee, take such remedial action as the Trustee shall direct. In the event the City shall not comply with the written directions of the Trustee within the time frame established within its written directions, the City hereby grants to the EDA and the Trustee an irrevocable license to remove Hazardous Substances from, repair, clean up, and detoxify the Site and the Facilities and agrees to reimburse the EDA and the Trustee for all of their costs therefor. The City reserves the right to recover from responsible third parties all costs or reimbursements paid by the City under this Section 1.03. The City further agrees, to the extent permitted by Minnesota law, to reimburse the EDA and the Trustee for any and all claims, demands, judgments, penalties, liabilities, costs, damages and expenses, including court costs and attorneys’ fees directly or indirectly incurred by the EDA and the Trustee (prior to trial, at trial and on appeal) in any action against or involving the EDA or the Trustee, resulting from any breach of the foregoing covenants, or from the discovery of any Hazardous Substance, in, upon, under or over, or emanating from the Site or the Facilities, whether or not the City is responsible therefor, it being the intent of the City, the EDA and the Trustee that the EDA and the Trustee shall have no liability or responsibility for damage or injury to human health, the environment or natural resources caused by, for abatement and/or clean up of, or otherwise with respect to, Hazardous Substances by virtue of the interests of the EDA and the Trustee in the Site and the Facilities pursuant to this Ground Lease, or hereafter created, or as the result of the EDA or the Trustee exercising any of its or their rights or remedies with respect thereto hereunder or under any other instrument, including but not limited to becoming the owner thereof by foreclosure or conveyance in lieu of foreclosure. The foregoing representations, warranties and covenants of this Section shall be deemed continuing covenants, representations and warranties for the benefit of the EDA and the Trustee, including but not limited to any purchaser at a foreclosure sale, any transferee of the title of the Trustee or any other purchaser at a foreclosure sale, and any subsequent owner of the Site or the Facilities, and shall survive the satisfaction or release of this Ground Lease, any foreclosure of a mortgage lien under the Indenture or any other instrument, and/or any acquisition of title to the Site or the Facilities or any part thereof by the EDA or the Trustee, by deed in lieu of foreclosure of otherwise. Any amounts covered by the foregoing shall bear interest from the date incurred at the maximum rate permitted by law and shall be payable on demand. 4 592144v1BR291-398 ARTICLE II Term And Rent Section 2.01. Term. The term of this Ground Lease shall commence as of the day and year first above written, and shall end on February 1, 2045 subject to earlier termination as provided in the Lease. Section 2.02. Rent. The rent for the entire term of this Ground Lease shall be One Dollar ($1.00), payable in one installment in advance on the Closing Date, as defined in the Lease. ARTICLE III Use Of Site; Additional Covenants Section 3.01. Use. The EDA shall not use or permit the use of the Site for any unlawful purpose. Section 3.02. Quiet Enjoyment. The City covenants that upon the EDA’s paying the rent reserved herein, and performing all conditions and covenants set forth in this Ground Lease and the Lease, the EDA shall and may peaceably have, hold and enjoy the Site for the term of this Ground Lease. The EDA covenants that upon expiration of this Ground Lease, it shall give the City peaceable possession of the Site, together with the Facilities and any other improvements constructed thereon pursuant to the Lease. Section 3.03. Assignment and Subletting. The EDA shall have the right to assign its interest in this Ground Lease, and to sublet the Site in accordance with the Lease. Specifically, on the date of execution of this Ground Lease, the EDA shall assign all of its right, title and interest hereunder to the Trustee named in the Lease, and the City hereby consents to such assignment. From and after such assignment, all references herein to the EDA shall be deemed to be references to the Trustee. Section 3.04. Additional Covenants. In the event that any person or entity, however organized (other than the EDA or any assignee of the EDA), shall be determined to hold any interest that in any manner affects the City’s good and merchantable title to the Site, the City shall use its best efforts to acquire the interest so held, such acquisition to be made at the City’s sole cost and expense. The City hereby agrees to save and keep harmless the EDA, or any assignee of the EDA, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses (including reasonable attorneys’ fees, but only in the event that litigation is actually commenced by the EDA) of whatever kind and nature, imposed on, incurred by or asserted against the EDA, or any assignee of the EDA, that in any way relate to or arise out of the assertion of any interest affecting the City’s good and merchantable title to the Site by any person or entity, however organized (other than the EDA or any assignee of the EDA). 5 592144v1BR291-398 ARTICLE IV Lessee’s Default; Remedies Section 4.01 Lessee’s Default. The following shall be an “event of default” or a “default” hereunder: if Lessee shall fail to (i) pay the rent provided herein, (ii) observe or perform any of the obligations of Lessee otherwise provided herein, (iii) observe or perform any of its obligations under the Lease in accordance with the terms thereof. Section 4.02 Lessor’s Remedies. Upon the occurrence of an event of default by Lessee hereunder, which shall remain uncured for 30 days after receipt by Lessee of written notice of such event of default, Lessor may thereafter or any time subsequently during the existence of such breach or default; (i) enter into and upon the Land and repossess the same, expelling and removing therefrom all persons and property, and (ii) terminate this Ground Lease, holding Lessee liable for damages for its breach. ARTICLE IV Miscellaneous Section 5.01. Binding Effect. This Ground Lease shall be binding upon, and inure to the benefit of, the parties hereto, and their successors and assigns. Section 5.02. Certain Defined Terms. Unless the context hereof clearly requires otherwise, capitalized terms used in this Ground Lease and defined in the Lease are used herein with the same meanings as set forth in the Lease. Section 5.03 Applicable Law. This Ground Lease shall be interpreted and enforced in accordance with the laws of the State of Minnesota. S-1 592144v1BR291-398 IN WITNESS WHEREOF, the parties hereto have executed this Ground Lease as of the date first above written. CITY OF BROOKLYN CENTER, MINNESOTA By Its Mayor By Its City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of ________, 2019 by _____________________ and _________________, the Mayor and City Manager, respectively, of the City of Brooklyn Center, Minnesota, a home rule charter city and political subdivision of the State of Minnesota, on behalf of said political subdivision. Notary Public S-2 592144v1BR291-398 ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA By Its President By Its Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of ________, 2019 by _____________________ and _________________, the President and Executive, respectively, of the Economic Development Authority of Brooklyn Center, Minnesota, a body corporate and politic organized and existing under the Constitution and laws of the State of Minnesota and political subdivision of the State of Minnesota, on behalf of said political subdivision. Notary Public A-1 592144v1BR291-398 EXHIBIT A Legal Description Lot 5, Block 1, Shingle Creek Crossing 5th Addition, County of Hennepin, State of Minnesota Excluding: [insert metes and bounds description of Excluded Portion] B-1 592144v1BR291-398 EXHIBIT B Depiction of Excluded Portion 588146v1BR291-398 LEASE-PURCHASE AGREEMENT between ECONOMIC DEVELOPMENT OF THE CITY OF BROOKLYN CENTER, MINNESOTA as Lessor and CITY OF BROOKLYN CENTER, MINNESOTA as Lessee Dated as of September 1, 2019 This instrument drafted by: KENNEDY & GRAVEN, Chartered (JSB) 200 South Sixth Street 470 U.S. Bank Plaza Minneapolis, Minnesota 55402 (612) 337-9300 588146v1BR291-398 i TABLE OF CONTENTS Page PARTIES AND RECITALS............................................................................................................1 ARTICLE I Definitions and Exhibits Section 1.1. Definitions................................................................................................................2 Section 1.2. Exhibits ....................................................................................................................5 ARTICLE II Representations, Covenants and Warranties Section 2.1. Representations, Covenants and Warranties of the City ..........................................6 Section 2.2. Representations, Covenants and Warranties of the Authority .................................8 ARTICLE III Acquisition and Construction of Facilities; Payment of Project Costs Section 3.1. Project Costs ..........................................................................................................10 Section 3.2. Acquisition and Construction of Facilities; Payment of Cost ................................10 ARTICLE IV Sale and Lease of Facilities Section 4.1. Lease and Sale of Facilities ....................................................................................12 Section 4.2. Lease Payments ......................................................................................................12 Section 4.3. Additional Lease Payments....................................................................................12 Section 4.4. Source of Lease Payments .....................................................................................13 Section 4.5. City’s Obligations and Remedies...........................................................................14 Section 4.6. Possession and Enjoyment .....................................................................................14 Section 4.7. Authority Access to Site and Facilities ..................................................................15 ARTICLE V Term of Lease; Transfer or Surrender of Site and Facilities Section 5.1. Lease Term.............................................................................................................16 Section 5.2. Termination of Lease Term ...................................................................................16 Section 5.3. Authority’s Interest in the Site and Facilities ........................................................16 Section 5.4. Surrender of Site and Facilities ..............................................................................16 Section 5.5. Purchase; Conveyance of Title ..............................................................................17 Section 5.6. Non-Appropriation .................................................................................................17 588146v1BR291-398 ii Section 5.7. Intent to Continue Term; Appropriations ..............................................................17 Section 5.8. Effect of Termination .............................................................................................17 ARTICLE VI General Matters Section 6.1. Use; Permits ...........................................................................................................19 Section 6.2. Maintenance and Modification of Facilities by the City .......................................19 Section 6.3. Taxes, Other Governmental Charges and Utility Charges.....................................20 Section 6.4. Liens .......................................................................................................................20 Section 6.5. Easements ..............................................................................................................21 Section 6.6. Addition and Substitution of Land .........................................................................21 Section 6.7. Compliance with Indenture ....................................................................................21 Section 6.8. Tax Covenants .......................................................................................................22 Section 6.9. Financial Statements ..............................................................................................22 Section 6.10. UCC Covenants .....................................................................................................23 Section 6.11. Continuing Disclosure Certificate..........................................................................23 ARTICLE VII Insurance and Indemnification; Damage, Destruction and Condemnation Section 7.1. Liability Insurance .................................................................................................24 Section 7.2. Property Insurance .................................................................................................24 Section 7.3. Administration of Claims, Etc. ..............................................................................24 Section 7.4. Other Insurance and Requirements for All Insurance............................................24 Section 7.5. Indemnification ......................................................................................................25 Section 7.6. Hazardous Substance Indemnification ...................................................................25 Section 7.7. Damage, Destruction and Condemnation ..............................................................26 Section 7.8. Insufficiency of Net Proceeds ................................................................................27 Section 7.9. Cooperation of Authority .......................................................................................27 Section 7.10. Condemnation of Other Property Owned by the City ...........................................27 ARTICLE VIII Option to Purchase; Option to Prepay Section 8.1. Option to Purchase or Prepay ................................................................................28 Section 8.2. Exercise of Option .................................................................................................28 Section 8.3. Provision for Payment of Purchase Price; Discharge of City’s Obligation ...........28 Section 8.4 Prerequisite; No Default ........................................................................................28 ARTICLE IX Assignment, Subleasing, Indemnification, Mortgaging and Selling Section 9.1. Assignment by Authority .......................................................................................29 588146v1BR291-398 iii Section 9.2. Assignment and Subleasing by the City ................................................................29 Section 9.3. Restriction on Mortgage or Sale of Project by the City .........................................29 Section 9.4. Assignment, Subleasing, Mortgaging and Selling of Excluded Property ..............29 ARTICLE X Events of Default and Remedies Section 10.1. Events of Default Defined .....................................................................................30 Section 10.2. Remedies on Default ..............................................................................................31 Section 10.3. Delay; Notice .........................................................................................................31 Section 10.4. No Remedy Exclusive............................................................................................31 Section 10.5. No Additional Waiver Implied by One Waiver .....................................................31 ARTICLE XI Administrative Provisions Section 11.1. Notices ...................................................................................................................33 Section 11.2. Binding Effect ........................................................................................................33 Section 11.3. Severability ............................................................................................................33 Section 11.4. Amendments, Changes and Modifications ............................................................33 Section 11.5. Further Assurances and Corrective Instruments ....................................................33 Section 11.6. Execution in Counterparts......................................................................................34 Section 11.7. Applicable Law ......................................................................................................34 Section 11.8. Authorized Officers ...............................................................................................34 Section 11.9. Captions .................................................................................................................34 SIGNATURES ............................................................................................................................. S-1 EXHIBIT A Description of Site and Facilities ........................................................................ A-1 EXHIBIT B Schedule of Lease Payments ................................................................................B-1 EXHIBIT C Completion Certificate .........................................................................................C-1 588146v1BR291-398 1 THIS LEASE-PURCHASE AGREEMENT dated as of September 1, 2019 (the “Lease”), by and between the ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA, a public body corporate and politic and political subdivision of the State of Minnesota, as lessor (the “EDA”), and the CITY OF BROOKLYN CENTER, a home rule charter city and political subdivision of the State of Minnesota (the “City”), as lessee; WITNESSETH: WHEREAS, the City is authorized by law to acquire such items of real and personal property as are needed to carry out its governmental and proprietary functions, and to acquire such real and personal property by entering into lease-purchase contracts; and WHEREAS, the City has determined that it is necessary for it to acquire pursuant to this Lease the EDA’s interest in certain real property described on Exhibit A hereto (the “Site”), together with certain buildings, structures and improvements to be constructed thereon, and certain equipment and furnishings to be contained therein (as further defined herein, the “Facilities”); and WHEREAS, the development of the Site and the Facilities is consistent with and furthers the economic development functions of the EDA; and WHEREAS, the EDA is willing to acquire a leasehold interest in the Site pursuant to a Ground Lease of even date herewith (the “Ground Lease”) from the City to the EDA and to acquire title to the Facilities and to lease and sell the Site and the Facilities to the City, pursuant to this Lease; and WHEREAS, to provide funds for the acquisition and construction of the Facilities, the EDA will issue its $2,620,000 Economic Development Authority of Brooklyn Center, Minnesota Lease Revenue Bonds (Liquor Store Project), Series 2019B (the “Series 2019B Bonds”), pursuant to a resolution adopted by the Board of Commissioners of the EDA on August 12, 2019 and a Trust Indenture of even date herewith (the “Indenture”), between the EDA and Zions Bancorporation, Chicago, Illinois, as trustee (the “Trustee”); and WHEREAS, pursuant to the Indenture, the EDA will assign to the Trustee all of the EDA’s right, title and interest in and to the Ground Lease, this Lease and the Lease Payments to be made hereunder (other than certain rights to indemnification and payment of expenses of the EDA); NOW, THEREFORE, in the joint and mutual exercise of their powers, and in consideration of the mutual covenants herein contained, the parties hereto recite and agree as follows: 588146v1BR291-398 2 ARTICLE I Definitions and Exhibits Section 1.1. Definitions. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Lease and Exhibits attached hereto, have the meanings herein specified: “Additional Lease Payments” means payments due from the City pursuant to Section 4.3 hereof. “Authorized Officer,” when used with respect to the City, means its Mayor, its City Manager, its Clerk, or any other person who is designated in writing by the City as an Authorized Officer for purposes of this Lease, and when used with respect to the EDA means its Secretary, Executive Director, President or any other person who is designated in writing by the EDA as an Authorized Officer for purposes of this Lease. “Bond Counsel” means any attorney or law firm having a national reputation as bond counsel in connection with the issuance of state and local governmental obligations and appointed by the EDA as bond counsel. “Bonds” means the Series 2019B Bonds and any Additional Bonds issued pursuant to the Indenture. “Business Day” means any day on which the Trustee is open for business. “City” means the City of Brooklyn Center, a home rule charter city and political subdivision of the State of Minnesota, and any successor to its functions. “City Council” means the City Council of the City and any successor as governing body of the City. “Closing Date” means the date upon which the Bonds of any series are delivered to the Original Purchaser (as defined in the Indenture) against payment therefor. “Completion Date” means the date of completion of construction of the Facilities, established in accordance with Section 3.2(e) hereof. “Cost of Issuance” means all fees and expenses incurred by the City and the EDA in connection with the execution and delivery of the Lease and the issuance of the Bonds, including, but not limited to, costs of preparing and printing the Bonds, this Lease, the Ground Lease, the Indenture, the Official Statement relating to the Bonds, and related documents; legal fees (including, without limitation, those of Bond Counsel, counsel to the Trustee, the EDA, the City and the Insurer); recording fees and title insurance premiums; Rating Agency fees; financial advisor’s fees; the Trustee’s initial fees. 588146v1BR291-398 3 “EDA” means the Economic Development Authority of Brooklyn Center, Minnesota, a public body corporate and politic and political subdivision of the State of Minnesota, and its successors and assigns as lessor hereunder. “Excluded Portion” means the portion of the building constructed on Lot 5, Block 1, Shingle Creek Crossing 5th Addition, County of Hennepin, State of Minnesota, which is described after the word “Excluding” in Exhibit A and is depicted in Exhibit D . “Facilities” means any buildings, structures and improvements to be constructed as the City’s municipal liquor store on the Site, and all furniture, fixtures and equipment to be acquired with proceeds of sale of the Bonds and located thereon. For the avoidance of doubt, the parties acknowledge and agree that the Facilities do not include the Excluded Portion. “Fiscal Year” means the 12-month fiscal period of the City, which commences on January 1 and ends on December 31 of each year. “Ground Lease” means the Ground Lease, dated as of September 1, 2019, by which the City leases the Site to the EDA, as amended or supplemented from time to time. “Improvements” means any addition, enlargement, improvement, extension or alteration of or to the Facilities as they then exist, and also means any fixtures, structures or other facilities (other than the Facilities) acquired or constructed by the City and located on the Site. “Indenture” means the Trust Indenture dated as of September 1, 2019, by and between the EDA and the Trustee, and any amendments or supplements thereto. “Independent,” when used with reference to an attorney, engineer, architect, certified public accountant, consultant or other professional person, means a person who (i) is in fact independent, (ii) does not have any material financial interest in the City or the transaction to which such person’s Certificate or opinion relates (other than payment to be received for professional services rendered), and (iii) is not connected with the EDA or the City as an officer, director or employee. “Independent Counsel” means an Independent attorney duly admitted to practice law before the highest court of any state. “Interest Payment Date” means August 1, 2020and each February 1 and August 1 thereafter until the Bonds are paid in full. “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended. “Lease” means this Lease-Purchase Agreement, between the EDA, as lessor, and the City, as lessee, as amended or supplemented from time to time. 588146v1BR291-398 4 “Lease Payment” means each of the payments due from the City to the EDA on each Lease Payment Date during the Term of this Lease, as shown on Exhibit B . “Lease Payment Date” means the date upon which any Lease Payment is due and payable as provided in Exhibit B . “Net Proceeds,” when used with respect to proceeds of insurance or a condemnation award, means moneys received or receivable by the City, as owner or as lessee hereunder, or the Trustee, as lessee under the Ground Lease or as secured party, of the Site or the Facilities, less the cost of recovery (including attorneys’ fees) of such moneys from the insuring company or the condemning authority. “Official Statement” means any official statement utilized by the Original Purchaser (as defined in the Indenture) in connection with the sale of the Bonds. “Owner” means the registered owner of any Outstanding Bond. “Permitted Encumbrances” means, as of any particular time: (i) liens for taxes and assessments not then delinquent, or which the City may, pursuant to provisions of Section 6.3 hereof, permit to remain unpaid, (ii) the Ground Lease, this Lease, and amendments hereto or thereto, (iii) the EDA’s and the Trustee’s interest in the Facilities, (iv) any mechanic’s, laborer’s, materialmen’s, supplier’s or vendor’s lien or right not filed or perfected in the manner prescribed by law, (v) such minor defects, irregularities, encumbrances, easements, rights-of-way and clouds on title as normally exist with respect to properties similar in character to the Site and which do not, in the opinion of Independent Counsel, materially impair the property affected thereby for the purpose for which it was intended, and (vi) easements, restrictions or encumbrances, if any, shown on Exhibit A hereto. “Project Costs” means the costs defined in Section 4.03 of the Indenture. “Purchase Price” means, with respect to any date, cash or obligations of or guaranteed by the United States of America maturing at such times and in such amounts as to provide for the full and timely payment of all interest and premium, if any, on and principal of the Outstanding Bonds to maturity or an earlier redemption date, if applicable. The City shall be entitled to credit against the Purchase Price the amount of any moneys then held by the Trustee under the Indenture and available for the payment of the Outstanding Bonds. “Record Date” means the 15th day of the calendar month next preceding any Interest Payment Date, regardless whether such day is a Business Day. “Series 2019B Bonds” means the $2,620,000 Economic Development Authority of Brooklyn Center, Minnesota Lease Revenue Bonds (Liquor Store Project), Series 2019B, originally issued pursuant to the Indenture. “Site” means the real property described in Exhibit A hereto, including any property added to or substituted for any portion of the Site, and less any real property released from this 588146v1BR291-398 5 Lease pursuant to Article VI hereof. For the avoidance of doubt, the parties acknowledge and agree that the Site does not include the Excluded Portion. “State and Federal Laws” means the Constitution and any law of the State and any ordinance, rule or regulation of any agency or political subdivision of the State; and any law of the United States, and any rule or regulation of any executive department or federal agency. “Term” means the period during which this Lease may remain in effect as specified in Section 5.1. “Trustee” means Zions Bancorporation, Chicago, Illinois, and its successors and assigns as Trustee under the Indenture. Section 1.2. Exhibits. The following Exhibits are attached to and by reference made a part of this Lease: Exhibit A: A legal description of the Site and Facilities being leased and purchased by the City pursuant to this Lease, and a listing of Permitted Encumbrances. Exhibit B: The date and amount of each Lease Payment coming due during the Lease Term. Exhibit C: The form of completion certificate to be delivered by the City to evidence the Completion Date. Exhibit D: Depiction of Excluded Portion. 588146v1BR291-398 6 ARTICLE II Representations, Covenants and Warranties Section 2.1. Representations, Covenants and Warranties of the City. The City represents, covenants and warrants as follows: (a) The City is authorized under the Constitution, its home rule charter and laws of the State of Minnesota to enter into this Lease and the transactions contemplated hereby, and to perform all of its obligations hereunder. (b) Neither the execution and delivery of this Lease, nor the fulfillment of or compliance with the terms and conditions thereof, nor the consummation of the transactions contemplated thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the City is now a party or by which the City is bound, constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the City, or upon the Site and the Facilities except Permitted Encumbrances. (c) This Lease is entered into under authority of and pursuant to Minnesota Statutes, Section 465.71, as amended. (d) The officers of the City executing this Lease have been duly authorized to do so. (e) The City will not pledge, mortgage or assign this Lease, or its rights, duties and obligations hereunder to any other person, firm or corporation except as provided under the terms of this Lease. (f) Subject to the City’s rights under Section 5.6 hereof, the Facilities will be used until the Bonds have all been paid primarily to carry out the governmental or proprietary purposes of the City. (g) Subject to the provisions of Section 5.6 hereof, the City administration will include in the annual budget of the City submitted to the City Council, for each Fiscal Year during the Lease Term, moneys sufficient to pay and for the purpose of paying all Lease Payments and Additional Lease Payments and other obligations of the City under this Lease, and for this purpose the City will make a reasonable estimate of Additional Lease Payments to become due in the next fiscal year, and will take all other actions necessary to provide moneys for the payment of the obligations of the City under this Lease from sources of the City lawfully available for this purpose. (h) Except to the extent specifically provided herein, the City is not obligated to appropriate or otherwise provide moneys for the payment of the Lease Payments or 588146v1BR291-398 7 any other amounts coming due hereunder; and in the event of non-appropriation or non- renewal by the City, the City shall not be liable for general, special, incidental, consequential or other damages resulting therefrom. This Lease does not constitute a general obligation of the City, and the full faith and credit and taxing powers of the City are not pledged for the payment of the Lease Payments or other amounts coming due, or other actions required to be performed, hereunder. (i) The City hereby declares its current need for the Facilities. The City has determined that the purchase price to be paid for the Facilities under this Lease represents the fair market value of the Facilities; that Lease Payments and Additional Lease Payments hereunder during the Lease Term represent the fair value of the use of the Facilities, and that the Purchase Price represents the fair purchase price of the Facilities. The City hereby determines that the Lease Payments and Additional Lease Payments do not exceed a reasonable amount so as to place the City under an economic compulsion to renew this Lease or to exercise its option to purchase the Facilities hereunder. In making such determinations the City has given consideration to the costs of the Facilities, the uses and purposes for which the Facilities will be employed by the City, the benefit to the City by reason of the acquisition of the Facilities pursuant to the terms and provisions of this Lease and the City’s option to purchase the Facilities. The City hereby determines and declares that the acquisition of the Facilities and the leasing of the Facilities pursuant to this Lease will result in facilities of comparable quality and meeting the same requirements and standards as would be necessary if the acquisition of the Facilities were performed by the City other than pursuant to this Lease. The City hereby determines and declares that the period during which the City has an option to purchase the Facilities (i.e., the Term of this Lease) does not exceed the useful life of the Facilities. (j) The City acknowledges that regulations of the Comptroller of the Currency grant the City the right to receive brokerage confirmations of the security transactions as they occur. The City specifically waives such notification to the extent permitted by law and will receive periodic cash transaction statements that will detail all investment transactions. (k) The City will use the Facilities during the Lease Term only to perform governmental functions of the City, and will not enter into any sublease, use agreement, management agreement or other contract which would cause the Bonds to be considered “private activity bonds” or “private loan bonds” pursuant to Section 141 of the Internal Revenue Code if the result would be that interest payable on the Bonds would become includable in gross income for federal income tax purposes. (l) During the Term of the Lease, the City will not take or permit any of its officers to take any action with respect to the Lease or the Facilities which would cause interest on the Bonds to become includable in gross income of the recipient for federal income tax purposes under the Internal Revenue Code, and will take all actions necessary to ensure that interest on the Bonds remains excludable from gross income of the recipient under the Internal Revenue Code, insofar as it has the power and authority to take such actions. 588146v1BR291-398 8 (m) No officer of the City who is authorized to take part in any manner in making this Lease or any contract contemplated hereby has a personal financial interest in or has personally and financially benefited from this Lease or any such contract. (n) There is not pending or overtly threatened any suit, action or proceeding against or affecting the City before or by any court, arbitrator, administrative agency or other governmental authority which materially and adversely affects the validity, as to the City, of this Lease, any of the obligations of the City hereunder or any of the transactions contemplated hereby. (o) No event of nonappropriation or other financing lease termination has occurred in connection with any prior lease financing by the City. (p) The obligation created by the Lease ($2,620,000), together with all other net debt of the City, does not cause the net debt of the City to exceed the limitation set forth in Minnesota Statutes, Section 475.53. Section 2.2. Representations, Covenants and Warranties of the EDA. The EDA represents, covenants and warrants as follows: (a) The EDA is a public body corporate and politic and political subdivision of the State of Minnesota; has power to enter into this Lease; is possessed of full power to own and hold real and personal property, and to sell the same; and has duly authorized the execution and delivery of this Lease. (b) Neither the execution and delivery of this Lease, nor the fulfillment of or compliance with the terms and conditions thereof, nor the consummation of the transactions contemplated thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the EDA is now a party or by which the EDA is bound, constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the EDA, or upon the Site and the Facilities except Permitted Encumbrances. (c) The execution and delivery of this Lease and the other agreements contemplated hereby to which the EDA is a party and the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, or constitute on the part of the EDA a breach of, or a default under, any existing (i) law, or (ii) provisions of any legislative act or other proceeding establishing or relating to the establishment of the EDA or its affairs or its resolutions, or (iii) agreement, indenture, mortgage, lease or other instrument to which the EDA is subject or is a party or by which it is bound. 588146v1BR291-398 9 (d) No officer of the EDA who is authorized to take part in any manner in making this Lease or any contract contemplated hereby has a personal financial interest in or has personally and financially benefited from this Lease or any such contract. (e) There is not pending or threatened any suit, action or proceeding against or affecting the EDA before or by any court, arbitrator, administrative agency or other governmental EDA which materially and adversely affects the validity, as to the EDA, of this Lease, any of the obligations of the EDA hereunder or any of the transactions contemplated hereby.. 588146v1BR291-398 10 ARTICLE III Acquisition and Construction of Facilities; Payment of Project Costs Section 3.1. Project Costs. The City has caused estimates of the Project Costs of the Facilities to be prepared, which estimates have been reviewed and approved by the EDA. Based on such estimates, the total Project Costs, when added to Costs of Issuance (as defined in the Indenture), are estimated to be not less than $2,620,000. In order to provide the moneys needed to pay the Project Costs when due, and in consideration of the actions agreed to be performed by the City under this Lease, the EDA has entered into the Indenture, pursuant to which the proceeds of sale of the Series 2019B Bonds in the amount of $__________ will be deposited in the Bond Fund and the Project Fund and applied as provided in the Indenture. Section 3.2. Acquisition and Construction of Facilities; Payment of Cost. (a) The EDA shall establish the Project Fund with the Trustee in accordance with the Indenture. A portion of the proceeds of the issuance and sale of the Bonds shall be deposited into the Project Fund, in accordance with the provisions of the Indenture. (b) The EDA shall cause the Facilities to be completed with all reasonable dispatch. The EDA hereby appoints the City as its agent for the purpose of construction of the Facilities and the City may perform the same itself or through its agents, and may make or issue such contracts, orders, receipts and instructions, and in general do or cause to be done all such other things as it may consider requisite or advisable for the completion of the Facilities and for fulfilling its obligations under this Article. The City shall have full authority and the sole right under this Lease to supervise and control, directly or indirectly, all aspects of the construction of the Facilities. The moneys on deposit in the Project Fund shall be applied by the Trustee as provided in this Section and as otherwise provided in Article IV of the Indenture. Until the moneys on deposit in the Project Fund are so applied, such moneys shall be subject to the lien of the Indenture, and the EDA and the City shall have no right, title or interest therein except as expressly provided in this Lease and the Indenture. (c) Disbursements from the Project Fund are to be made to the City or to its order in accordance with the Indenture; provided that requests for disbursements with respect to Costs of Issuance shall be made in accordance with paragraph (f) of this Section. (d) If the moneys in the Project Fund, together with any other moneys made available to pay the Project Costs, shall not be sufficient to pay the Project Costs in full, then the City shall pay all that portion of the Project Costs in excess of the moneys available therefor. If the City shall make any payments pursuant to this paragraph (d), it shall not be entitled to any reimbursement therefor from the EDA, the Trustee or the Owners of the Bonds, nor shall it be 588146v1BR291-398 11 entitled to any diminution in or postponement of the payment of the Lease Payments, the Additional Lease Payments or the payment of any other amounts payable under this Lease. (e) The Completion Date shall be the date on which the Facilities are completed in their entirety and ready to be placed in service and all other property which constitutes the Facilities has been acquired and installed, all as determined by the City. Promptly after the Completion Date, the City shall submit to the EDA and the Trustee a certificate signed by an officer of the City, substantially in the form of Exhibit C hereto, which shall specify the Completion Date and shall state that construction and acquisition of the Facilities has been completed and the Project Costs have been paid, except for any portion thereof which has been incurred but is not then due and payable, or the liability for the payment of which is being contested or disputed by the City, and for the payment of which the Trustee is directed to retain specified amounts of moneys within the Project Fund. Notwithstanding the foregoing, such certificate may state that it is given without prejudice to any rights against third parties which exist at the date thereof or which may subsequently come into being. The certificate as to the Completion Date shall include a list of the equipment financed with proceeds of the Series 2019B Bonds and included as part of the Facilities. (f) The City shall be entitled to withdraw money from the Project Fund in payment of any item constituting a Cost of Issuance, by furnishing the Trustee a certificate and order to pay such costs, on or after the Closing Date. The City agrees that it will pay promptly all expenses constituting Costs of Issuance, whether or not reimbursed therefor from the Project Fund. (g) The City shall. construct the building shell of an approximately ___ square foot commercial space to be constructed in the Excluded Portion of the building constituting the Facilities simultaneously with the construction of the Facilities and no portion of the Bonds or the Project Fund shall be used for the construction of the Excluded Portion. 588146v1BR291-398 12 ARTICLE IV Sale and Lease of Facilities Section 4.1. Lease and Sale of Facilities. The EDA hereby leases and sells its leasehold interest in the Site and the Facilities to the City, and the City hereby leases and purchases the EDA’s interest in the Site and the Facilities from the EDA, upon the terms and conditions set forth in this Lease. The sale shall be completed in accordance with the terms of Section 5.5 hereof. The Site and the Facilities are leased and sold in their present condition without representation or warranty of any kind by the EDA, and subject to the rights of parties in possession, to the existing state of title, to all applicable legal requirements now or hereafter in effect, and to Permitted Encumbrances. The City has examined the Site and title thereto and has found all of the same to be satisfactory for the purposes of this Lease. Section 4.2. Lease Payments. (a) Subject to the provisions of Section 4.4, the City shall pay to the EDA Lease Payments at the times and in the manner specified in the attached Exhibit B . The Lease Payments shall be paid in lawful money of the United States of America, in same-day funds, directly to the Trustee, to whom the EDA has irrevocably assigned its rights to receive such Lease Payments pursuant to the Indenture, at its corporate trust office for the account of the City for deposit in the Bond Fund as provided in the Indenture. It is acknowledged that the Lease Payment to be made at least 5 business days prior to each February 1 or August 1 shall be applied by the Trustee to payment of the principal of and interest on the Bonds to be paid on the same date. (b) The accrued interest on the Series 2019B Bonds initially deposited into the Bond Fund shall be applied as a credit against the first interest payment otherwise required to be paid by the City to the Trustee pursuant to (a) of this Section 4.2. Section 4.3. Additional Lease Payments. During the Term of this Lease, the City shall pay or cause to be paid as Additional Lease Payments the following amounts: (a) All fees, charges and expenses, including agent and counsel fees, of the Trustee and any Paying Agent incurred under the Indenture, as and when the same become due. (b) All costs incident to the payment of the principal of, premium, if any, and interest on the Bonds as the same become due and payable, including redemption premiums, if any, and all other costs and expenses in connection with the call, redemption and payment of Bonds. 588146v1BR291-398 13 (c) An amount sufficient to reimburse the EDA for all expenses reasonably incurred by the EDA hereunder and in connection with the performance of the EDA’s obligations under this Lease or the Indenture. (d) All expenses incurred in connection with the enforcement of any rights under this Lease or the Indenture by the EDA, the Trustee or the Owners of the Bonds. (e) All payments required by the rebate covenants of Section 6.8(b), including without limitation any fees payable to consultants retained to analyze rebate requirements. (f) All other payments of whatever nature which the City has agreed to pay or assume under the provisions of this Lease (including, without limitation, any amounts advanced under Section 6.2(b) hereof and interest thereon). (g) All costs, charges, expenses and other amounts and obligations due and owing by the EDA under the Ground Lease, as and when the same become due. Section 4.4. Source of Lease Payments. Notwithstanding any other provision of this Lease apparently to the contrary, this Lease shall not constitute a general obligation of the City, and the full faith and credit of the City are not pledged for the payment of the Lease Payments or the performance by the City of its obligations hereunder. The Lease Payments and Additional Lease Payments shall be paid, and other obligations of the City hereunder shall be met, solely from the amount appropriated by the City Council for such purpose in the City’s annual budget and shall constitute a current expense of the City for the Fiscal Year then in effect. It shall not constitute an indebtedness of the City within the meaning of the Constitution and laws of the State of Minnesota (except the amount of the Lease shall be included in the calculation of net debt for purposes of Minnesota Statutes, Section 475.53, as provided in Minnesota Statutes, Section 465.71). The other obligations of the City hereunder shall be met solely from one or more of the following: (a) Net Proceeds of insurance or self-insurance required to be maintained by the City under Article VII; (b) Net Proceeds of any condemnation award with respect to the Site and Facilities; and (c) moneys from time to time appropriated by the City Council for this purpose, provided that the City Council shall have no legal obligation to appropriate moneys for this purpose. Section 4.5. City’s Obligations and Remedies. (a) Except as provided in Section 5.6 hereof, the City’s obligation to pay Lease Payments due with respect to the Site and the Facilities, and to perform and observe all other covenants and agreements of the City contained herein, shall be absolute and unconditional; and the Lease Payments and Additional Lease Payments due and payable hereunder shall be made without notice or demand and without set-off, counterclaim, abatement, deduction or defense including, without limitation, any failure or delay by the EDA in the performance of any of its obligations hereunder, and irrespective of whether the Facilities shall have been started or 588146v1BR291-398 14 completed, or whether the City’s or the EDA’s title thereto or to any part thereof is defective or nonexistent, and notwithstanding any damage to, loss, theft or destruction of the Facilities or any part thereof, any failure of consideration, the taking by eminent domain of title to or of the right of temporary use of all or any part of the Facilities, legal curtailment of the City’s use thereof, the eviction or constructive eviction of the City, any change in the tax or other laws of the United States of America, the State of Minnesota or any political subdivision thereof, any change in the EDA’s legal organization or status, or any default of the EDA hereunder, and regardless of the invalidity of any action of the EDA, and regardless of the invalidity of any portion of this Lease. (b) Notwithstanding any provision or covenant contained in this Lease, the Indenture or the Bonds, the City is not obligated to renew the Lease beyond any Fiscal Year from time to time in effect, nor is it obligated to budget or appropriate moneys or to pay Lease Payments or Additional Lease Payments beyond the end of the Fiscal Year in effect at a given time. (c) Nothing in this Lease shall be construed to release the EDA from the performance of any agreement on its part herein contained or as a waiver by the City of any rights or claims which the City may have against the EDA under this Lease or otherwise, but any recovery upon such rights and claims shall be had from the EDA separately, it being the intent of this Lease that the City shall be unconditionally and absolutely obligated to perform fully all of its obligations, agreements and covenants under this Lease during the Term of this Lease unless sooner terminated in accordance with section 5.2 hereof (including the obligation to make Lease Payments and Additional Lease Payments) for the benefit of the Owners of the Bonds. The City may, however, at its own cost and expense and in its own name or in the name of the EDA, prosecute or defend any action or proceeding or take any other action involving third persons which the City deems reasonably necessary in order to secure or protect its right of possession, occupancy and use hereunder, and in such event the EDA hereby agrees to cooperate fully with the City and to take all action necessary to effect the substitution of the City for the EDA in any such action or proceeding if the City shall so request. Section 4.6. Possession and Enjoyment. The EDA hereby covenants to provide the City during the Term of this Lease with quiet use and enjoyment of the Site and Facilities, and the City shall during such Term peaceably and quietly have and hold and enjoy the Site and Facilities, without suit, trouble or hindrance from the EDA, except as expressly set forth in this Lease. At the request of the City and at the City’s cost, the EDA will join in any legal action in which the City asserts its right to such possession and enjoyment to the extent the EDA may lawfully do so. Section 4.7. EDA Access to Site and Facilities. The EDA and the Trustee shall have the right at all reasonable times to examine and inspect the Site and Facilities, and shall have such rights of access to the Site and Facilities as may be reasonably necessary to cause the proper maintenance thereof in the event of failure by the City to perform its obligations hereunder. 588146v1BR291-398 15 ARTICLE V Term of Lease; Transfer or Surrender of Site and Facilities Section 5.1. Lease Term. Subject to the provisions of Section 5.6, this Lease shall be in effect for a Term commencing upon the execution hereof and continuing until no Bonds remain Outstanding, or until terminated as provided in Section 5.2. Section 5.2. Termination of Lease Term. The Term of this Lease will terminate prior to February 1, 2035 upon the occurrence of the first of the following events: (a) non-appropriation by the City pursuant to Section 5.6 hereof; (b) the payment by the City of the Purchase Price, pursuant to Section 8.1; (c) the discharge by the City of its obligation to pay the Lease Payments and Additional Lease Payments required to be paid by it hereunder pursuant to Section 8.3; or (d) a default by the City and the EDA’s election to terminate this Lease pursuant to Article X. Section 5.3. EDA’s Interest in the Site and Facilities. Upon payment of all Lease Payments and Additional Lease Payments due hereunder, or upon prepayment of the Lease Payments and Additional Lease Payments or discharge of the City’s obligation to make the Lease Payments and Additional Lease Payments in accordance with Article VIII hereof, and in either event, upon defeasance of the Bonds in accordance with Article X of the Indenture, full and unencumbered legal title to the Facilities shall pass to the City, and the EDA shall have no further interest therein. In such event the EDA and its officers shall take all actions necessary to authorize, execute and deliver to the City any and all documents necessary to vest in the City, all of the EDA’s right, title and interest in and to the Site and Facilities, free and clear of all liens, leasehold interests, encumbrances (other than Permitted Encumbrances), including, if necessary, a release of any and all interests or liens created under the provisions of this Lease. Section 5.4. Surrender of Site and Facilities. Upon termination of the Term of this Lease pursuant to Section 5.2, clause (a) or (d), or upon exercise by the EDA of its right to take possession of the Site and Facilities under Section 10.2, the City shall surrender the Site and Facilities to the EDA or the Trustee in the condition in which they were originally received from the EDA, except as repaired, rebuilt, restored, altered or added to as permitted or required hereby, ordinary wear and tear excepted. The City shall have the right to remove from the Site and Facilities at or prior to such termination or possession all personal property located therein which was not financed with moneys provided from the Project Fund, or which has not replaced personal property so financed, and which is not otherwise owned by the EDA, but the City shall repair any damages caused by such removal. 588146v1BR291-398 16 Section 5.5. Purchase; Conveyance of Title. At any time when the Purchase Price, together with any unpaid or delinquent interest, has been fully paid or provided for, whether by (i) payment of all Lease Payments and Additional Lease Payments as provided in Section 5.1 hereof, or (ii) payment or provision for payment of the Purchase Price as provided in Article VIII hereof, then the purchase of the Site and the Facilities by the City shall be deemed to have been completed. The EDA shall thereupon deliver to the City such instruments of conveyance or release as, in the opinion of the City, may be necessary to release the interests of the EDA and the Trustee in the Site and Facilities. Section 5.6. Non-Appropriation. If the City Council does not appropriate or budget moneys sufficient to pay the Lease Payments and reasonably estimated Additional Lease Payments coming due in the next Fiscal Year, as determined by the City’s budget for the Fiscal Year in question, then the Term of this Lease shall terminate at the end of the then-current Fiscal Year. The City Council shall effect such non-appropriation by adoption of a resolution specifically referring to this Lease and determining (i) not to provide moneys for payments due hereunder in the next Fiscal Year and (ii) that the Lease shall terminate at the end of the then- current Fiscal Year, and the City shall give the EDA and the Trustee a written notice of such non-appropriation and shall pay to the EDA any Lease Payments and Additional Lease Payments which are due and have not been paid at or before the end of its then current Fiscal Year. The City shall endeavor to give as much notice of non-renewal as possible prior to the end of such Fiscal Year, but in any event the City shall not be required to give more than 90 days’ notice, and the City shall notify the EDA and the Trustee of any anticipated termination. In the event of termination of this Lease as provided in this Section, the City shall surrender possession of the Site and Facilities to the EDA in accordance with Section 5.4 and convey to the EDA or release its interest in the Site and Facilities within 10 days after the expiration of the then-current term. Section 5.7. Intent to Continue Term; Appropriations. The City presently intends to continue this Lease for its entire Term and to pay all Lease Payments specified in Exhibit B and Additional Lease Payments. The City reasonably believes that moneys in an amount sufficient to make all such Lease Payments and Additional Lease Payments can and will lawfully be appropriated or budgeted and made available. Section 5.8. Effect of Termination. Upon termination of this Lease as provided in Section 5.6, the City shall not be responsible for the payment of any Lease Payments or Additional Lease Payments coming due with respect to succeeding Fiscal Years, but if the City has not delivered possession of the Site and Facilities to the EDA in accordance with Section 5.4 and conveyed to the EDA or released its interest in the Site and Facilities within 10 days after the termination date, the termination shall nevertheless be effective, but the City shall be responsible for the payment of damages in an amount equal to the amount of the Lease Payments thereafter coming due under Exhibit B and Additional Lease Payments which are attributable to the number of days during which the City fails to take such actions and for any other loss suffered by the EDA as a result of the City’s failure to take such actions as required. The City shall be required to pay over to the Trustee any moneys which it has appropriated or budgeted for the purpose of paying obligations under this Lease for any Fiscal Years preceding the Fiscal Year for which non-renewal under Section 5.6 is effective. 588146v1BR291-398 17 ARTICLE VI General Matters Section 6.1. Use; Permits. The City shall exercise due care in the use, operation and maintenance of the Site and Facilities, and shall not use, operate or maintain the Site and Facilities improperly, carelessly, in violation of any State and Federal Law or for a purpose or in a manner contrary to that contemplated by this Lease. The City shall obtain or cause to be obtained all permits and licenses necessary for the operation, possession and use of the Site and Facilities. The City shall comply with all State and Federal Laws applicable to the operation, possession and use of the Site and Facilities, and if compliance with any such State and Federal Law requires changes or additions to be made to the Site and Facilities, such changes or additions shall be made by the City at its expense. Section 6.2. Maintenance and Modification of Facilities by the City. (a) During the Term of this Lease the City shall, at its own expense, maintain, preserve and keep the Site and Facilities in good repair, working order and condition, and shall from time to time make all repairs, replacements and improvements necessary to keep the Site and Facilities in such condition. The EDA shall have no responsibility for any of these repairs, replacements or improvements. In addition, the City shall, at its own expense, have the right to remodel the Facilities or to make additions, modifications and improvements thereto. All such additions, modifications and improvements shall thereafter comprise part of the Facilities and be subject to the provisions of this Lease. Such additions, modifications and improvements shall not in any way damage the Facilities; and the Facilities, upon completion of any additions, modifications and improvements made pursuant to this Section, shall be of a value not less than the value of the Facilities immediately prior to the making of such additions, modifications and improvements. Any property for which a substitution or replacement is made pursuant to this Section may be disposed of by the City in such manner and on such terms as are determined by the City. The City will not permit any mechanic’s or other lien to be established or remain against the Site and Facilities for labor or materials furnished in connection with any remodeling, additions, modifications, improvements, repairs, renewals or replacements made by the City pursuant to this Section; provided that if any such lien is established and the City shall first notify the EDA and the Trustee of the City’s intention to do so, the City may in good faith contest any lien filed or established against the Site and Facilities, and in such event may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom unless the EDA or the Trustee shall notify the City that, in the opinion of Independent Counsel, by nonpayment of any such item the interest of the EDA in the Site and Facilities will be materially endangered or the Site and Facilities or any part thereof will be subject to loss or forfeiture, in which event the City shall promptly pay and cause to be satisfied and discharged all such unpaid items or provide the EDA and the Trustee with full security against any such loss or forfeiture, in form satisfactory to the EDA and the Trustee. The EDA will cooperate fully with the City in any such contest, upon the request and at the expense of the City. 588146v1BR291-398 18 (b) In the event the EDA becomes aware of any condition on the Site or in the Facilities which, in the reasonable opinion of the EDA, creates a risk to the health and safety of any users of the Facilities or creates a risk of significant deterioration of the Facilities if not corrected, the EDA may, but shall be under no obligation to, notify the City of such condition and request that it be cured as promptly as is reasonably possible. In the event the City does not promptly cure such condition, the EDA may, but shall be under no obligation to, take reasonable steps to correct such condition. In such event, the cost to the EDA and interest thereon at the highest rate specified in any Bond until paid will be charged to the City as an Additional Lease Payment. Section 6.3. Taxes, Other Governmental Charges and Utility Charges. During the Term of this Lease the City shall also pay or cause to be paid when due all gas, water, steam, electricity, heat, power and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Site and the Facilities. The City shall also pay all property and excise taxes and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to the Site and the Facilities or any part thereof or the Lease Payments, and which become due during the Term of this Lease with respect thereto; and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Site and Facilities; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same become due. The City shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by the EDA, its successors or assigns, unless such tax is made in lieu of or as a substitute for any real estate or other tax upon property. The City may, at the City’s expense and in the City’s name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the EDA or the Trustee shall notify the City that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of the EDA in the Site and Facilities will be materially endangered or the Site, the Facilities or any part thereof will be subject to loss or forfeiture, in which event the City shall promptly pay such taxes, assessments or charges or provide the EDA and the Trustee with full security against any loss which may result from nonpayment, in form satisfactory to the EDA and the Trustee. Section 6.4. Liens. The City shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Site or the Facilities, except the respective rights of the EDA and the City as herein provided and Permitted Encumbrances. Except as expressly provided in this Article, the City shall promptly, at its own expense, take such action as may be necessary to duly discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim if the same shall arise at any time. The City shall reimburse the EDA for any expense incurred by it in order to discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim. 588146v1BR291-398 19 Section 6.5. Easements. The EDA will from time to time, at the request of the City and at the City’s cost and expense, cooperate and join with the City: (a) in granting easements and other rights in the nature of easements, releasing existing easements or other rights in nature of easements which (1) are for the benefit of the Site or the Facilities or (2) are necessary for the construction, maintenance or access to or egress from the Excluded Portion for the benefit of the City or its successors in interest to the Excluded Portion which the City certifies are not detrimental to the proper conduct of the operations of the City on or in the Site or the Facilities; (b) in executing amendments to any covenants and restrictions affecting the Site or the Facilities; (c) in executing and delivering to any person any instrument appropriate (i) to confirm or to the effect that such grant, release or execution is not detrimental to the proper conduct of the operations of the City on or in the Site or the Facilities, (ii) to show the consideration, if any, being paid for such grant, release or amendment, (iii) to show that such grant, release, dedication, transfer, petition or amendment does not materially impair the use of the Site or the Facilities or reduce the value of the Site or the Facilities, or (iv) to confirm that the City will remain obligated hereunder to the same extent as if such grant, release, or amendment had not been made, and the City will perform all obligations under such instrument. The consideration, if any, received by the EDA or the City for such grant, release, or amendment shall be paid to the Trustee and deposited in the Bond Fund. Section 6.6. Addition and Substitution of Land. The EDA and the City agree to add to the Ground Lease and this Lease certain additional interests in land, and to release from the Ground Lease and this Lease certain portions of the Site, and to substitute other interests in real property for some or all of the portions of the Site so released, but only upon the conditions hereinafter set forth: (1) The City may, from time to time, add additional real property to the Site subject to the Ground Lease and this Lease if (i) the additional real property is to be the site of a portion of the Improvements, and (ii) the City provides the Trustee with a legal description of the Site covering the additional real property. (2) The City may, from time to time and with the prior written consent of the Trustee and the EDA, obtain the release of a portion of the Site as now described, if (i) the City certifies that such portion of the Site is not reasonably necessary for the construction of the Facilities and (ii) the unreleased portion of the site is not impaired by such release with respect to ingress and egress, access to dedicated roads and use of the unreleased portion of the site for its then current or intended purposes. (3) To accomplish the addition, release or substitution of real property as described in paragraph (1) or (2), the City shall prepare and furnish to the Trustee and the EDA amendments or supplements to this Lease, the Indenture, the Ground Lease and any UCC Financing Statements filed in connection with this Lease. The City shall pay all expenses, including attorney’s fees, incurred in accomplishing any such addition, release or substitution. Section 6.7. Compliance with Indenture. During the Term of this Lease, the City agrees to perform all obligations imposed upon the EDA or the City by the Indenture. 588146v1BR291-398 20 Section 6.8. Tax Covenants. (a) The City covenants and agrees with the EDA for the benefit of the Owners from time to time of the Bonds that it will take, and will cause its officers, employees or agents to take, all actions necessary to comply with the applicable provisions of the Internal Revenue Code, and that it will not take or permit to be taken by any of its officers, employees or agents any actions that would cause the interest on the Bonds to become subject to federal income taxation under the applicable provisions of the Internal Revenue Code. (b) The City shall take such actions and make all calculations, transfers and payments that may be necessary to comply with the rebate requirements contained in Section 148(f) of the Internal Revenue Code. The City will compute the rebate requirement and make rebate payments in accordance with law. The City will use any funds legally available to make any required rebate payment. (c) None of the proceeds of the Bonds will be used, directly or indirectly, to replace funds which were used in any business carried on by any person other than a state or local governmental unit. (d) The payment of the Lease Payments will not be (A) directly or indirectly secured by any interest in (i) property used or to be used for a private business use by any person other than a state or local governmental unit or (ii) payments in respect of such property, or (B) directly or indirectly derived from payments (whether or not by or to the EDA or the City), in respect of property or borrowed money, used or to be used for a private business use by any person other than a state or local governmental unit. (e) None of the proceeds of the Bonds will be used, directly or indirectly, to make or finance loans to persons other than a state or local governmental unit. (f) Except as provided below, no user of the Facilities or other property financed with proceeds of the Bonds will use the Facilities or such other property in a trade or business on any basis other than the same basis as the general public; and no person other than a state or local governmental unit will be a user of the Facilities or such other property in a trade or business as a result of (i) ownership, or (ii) actual or beneficial use pursuant to a lease or a management or incentive payment contract, or (iii) joint venture or any other similar arrangement. Notwithstanding the foregoing, the City may permit up to 10% of the useable square footage of the Facilities to be used in the trade or business of a person other than a governmental unit. Section 6.9. Financial Statements. The City shall provide the Trustee as soon as they are available, annual audited financial statements of the City. The Trustee shall have no duty to review, verify or analyze any financial statements delivered to it hereunder and shall hold such financial statements solely as a repository for the benefit of the Owners. The Trustee shall not be deemed to have notice of any information contained therein or Event of Default which may be disclosed therein in any manner. 588146v1BR291-398 21 Section 6.10. UCC Covenants. (a) The City shall inform the Trustee in writing within 10 days of any change, amendment, or modification of its place of organization, form of organization, or change in City’s name (including, but not by way of limitation, resulting from mergers, acquisitions, tax free exchanges, or other transactions) (all of which are sometimes referred to as “Corporate Changes,” regardless of whether the City is organized as a corporation, partnership, limited partnership, limited liability company, limited liability partnership, sole proprietorship, or other form of entity recognized under the law of the state in which the City is organized), and the City shall prepare, execute and record as soon as reasonably practicable any and all amendments to UCC financing statements required to insure that the security interest of the Trustee in any and all collateral of the City remains fully perfected. The City shall be responsible for filing any UCC financing statements necessary in connection with the closing on the Bonds and any continuation statements necessary in connection therewith. The City shall provide the Trustee with copies of any Debtor Termination Statement (as such term is defined below) the City files in violation of the covenant contained in this document at Section 6.10(b). (b) The City shall not file or record any instrument or document with any entity, officer or office having responsibility for recording of security interests which purports to terminate, vitiate or extinguish a security interest in the collateral in which the Trustee holds a security interest. (A “Debtor Termination Statement”). (c) The Trustee is a third-party beneficiary of all covenants made by the City under this Section. Section 6.11. Continuing Disclosure Certificate. Upon issuance of the Bonds, the City will execute the Continuing Disclosure Certificate and will carry out the City’s undertakings described therein for the benefit of the EDA, the Participating Underwriters (as defined herein), and the Owners. 588146v1BR291-398 22 ARTICLE VII Insurance and Indemnification; Damage, Destruction and Condemnation Section 7.1. Liability Insurance. During the Term of this Lease the City shall procure and maintain continuously in effect with respect to the Site and Facilities, insurance against liability for injuries to or death of any person or damage to or loss of property arising out of or in any way relating to the maintenance, use or operation of the Site, the Facilities or any part thereof, in amounts not less than the City’s tort liability limits under Minnesota Statutes, Chapter 466 for death of or personal injury to any one person, in amounts not less than the City’s tort liability limits under Minnesota Statutes, Chapter 466 for all personal injuries and deaths arising out of any one occurrence, and in amounts not less than the City’s tort liability limits under Minnesota Statutes, Chapter 466 for property damage arising out of any one occurrence. The Net Proceeds of all such insurance shall be applied toward extinguishment or satisfaction of the liability with respect to which the insurance proceeds may be paid. It is understood that with respect to persons or entities other than the EDA, this insurance covers any and all liability of the City and its officers, employees and agents. As an alternative to the purchase of liability insurance, the City may self-insure against such liabilities in accordance with the provisions of applicable law. Policies of commercial insurance may include deductibles of no more than 10% of policy amounts. Section 7.2. Property Insurance. During the Term of this Lease, the City shall procure and maintain continuously in effect, to the extent of the full replacement value of the Facilities, other than building foundations, insurance against loss from or damage by vandalism and fire, with a uniform standard extended coverage endorsement limited only as may be provided in the standard form of extended coverage endorsement at the time in use in the State of Minnesota, in such amount as will be at least sufficient so that a claim may be made for the full replacement cost of any part thereof damaged or destroyed. All policies (or endorsements or riders) evidencing insurance required in this Section shall be carried in the names of the City, the EDA and the Trustee as their respective interests may appear. The Net Proceeds of Insurance required by this Section shall be applied as provided in this Article VII. Section 7.3. Administration of Claims, Etc. Neither the City, the EDA nor the Trustee shall be required to prosecute any claim against or contest any settlement proposed by any insurer, but any of them may prosecute any such claim or contest any such settlement. In the event of a contest by the City, it shall be at the City’s expense, and the City may bring such claim or contest in the name of the EDA, the City or both, and the EDA will join therein at the City’s written request upon the receipt by the EDA of an indemnity from the City against all costs, liabilities and expenses in connection with such claim or contest. Section 7.4. Other Insurance and Requirements for All Insurance. All insurance required by this Article may be carried under a separate policy or a rider or endorsement; shall be taken out and maintained with responsible insurance companies organized under the laws of one of the states of the United States and qualified to do business in the State of Minnesota; shall contain a 588146v1BR291-398 23 provision that the insurer shall not cancel or revise coverage thereunder without giving written notice to the City and the Trustee at least 30 days before the cancellation or revision becomes effective; and shall name the City, the EDA and the Trustee as insured parties. The insurance required by Sections 7.1 and 7.2 hereof may be provided by the City pursuant to an umbrella policy which provides coverage for the amounts and the insurable incidents provided in such Sections. Annually, the City shall provide to the Trustee a certificate from an insurance consultant stating that all insurance required by this Article VII is in effect and complies with the requirements of this Article VII. Section 7.5. Indemnification. As between the EDA and the City, to the extent permitted by the laws of the State of Minnesota, the City assumes all risks and liabilities, whether or not covered by insurance, for loss or damage to the Facilities and for injury to or death of any person or damage to any property, whether such injury or death be with respect to agents or employees of the City, the EDA or of third parties, and whether such property damage be to the City or the EDA’s property or the property of others, which is proximately caused by the negligent conduct of the City, its officers, employees, agents and lessees, or arising out of the operation, maintenance or use of the Site and the Facilities by the City, its officers, employees, agents and lessees. The City hereby assumes responsibility for and agrees to reimburse the EDA for all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses (including reasonable attorney’s fees) of whatsoever kind and nature, imposed on, incurred by or asserted against the EDA or its officers or employees that in any way relate to or arise out of a claim, suit or proceeding based in whole or in part on the foregoing, to the maximum extent permitted by law. To the extent permitted by the laws of the State of Minnesota, the City shall indemnify, defend, protect and hold the Trustee harmless from and against any and all losses, liability, damages, costs or expenses that the Trustee may suffer or incur arising out of or in connection with the acceptance or administration of the Indenture or the trusts thereunder or the performance of its duties thereunder or under this Lease or the Ground Lease (unless such liability is adjudicated to have resulted from the negligence or willful misconduct of the Trustee). The indemnification obligations of the City hereunder shall survive the termination of this Indenture, the Lease and the Ground Lease, the payment in full of the Bonds, and the resignation or removal of the Trustee. Nothing in this section will be construed to limit or affect any limitations on liability of the City or EDA under State or federal law, including without limitation Minnesota Statutes, Sections 466.04 and 604.02. Section 7.6. Hazardous Substance Indemnification. The City agrees, to the extent permitted by the laws of the State of Minnesota, to defend, indemnify and hold harmless the EDA and the Trustee, their officers, employees, agents, successors and assigns (the “Indemnitees”) from and against, and shall reimburse the Indemnitees for, any and all loss, claim, liability, damage, judgment, penalty, injunctive relief, injury to personal property or natural resources, cost, expense, action or cause of action arising in connection with or as the result of any past, present or future existence, use, handling, storage, transportation, manufacture, release or disposal of any Hazardous Substance in, on or under the land upon which the Project is located, whether foreseeable or unforeseeable, regardless of the source, the time of occurrence or the time of discovery (collectively referred to as “Loss”). This indemnification against Loss 588146v1BR291-398 24 includes, without limitation, indemnification against all costs in law or in equity or removal, response, investigation, or remediation of any kind, and disposal of such Hazardous Substances, all costs of determining whether the land upon which the Project is located, is in compliance with, and of causing the land upon which the Project is located, to be in compliance with, all applicable Environmental Laws, all costs associated with claims for damages to persons, property, or natural resources, and the Indemnitees’ reasonable attorneys’ and consultants’ fees, court costs and expenses incurred in connection with any of the above. For this purpose “Hazardous Substance” shall be defined as any substance, the presence of which requires investigation, permitting, control or remediation under any federal, state or local statute, regulation, ordinance or order, including without limitation: (a) any substance defined as “hazardous waste” under the Resource Conservation and Recovery Act, as amended (42 U.S.C. §6901, et seq.); (b) any substance defined as a “hazardous substance” under the Comprehensive Environmental Response, Compensation and Liability Act, as amended (42 U.S.C. §9601, et seq.); (c) any substance defined as a “hazardous material” under the Hazardous Materials Transportation Act (49 U.S.C. §1800, et seq.); (d) any substance defined under any Minnesota statute analogous to (a), (b) or (c), to the extent that said statute defines any term more expansively; (e) asbestos: (f) urea formaldehyde; (g) polychlorinated biphenyls; (h) petroleum, or any distillate or fraction thereof; (i) any hazardous or toxic substance designated pursuant to the laws of the State of Minnesota; and (j) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any governmental authority. The indemnification obligations of the City hereunder shall survive the termination of the Indenture, this Lease and the Ground Lease, the payment in full of the Bonds, and the resignation or removal of the Trustee. Section 7.7. Damage, Destruction and Condemnation. If the Facilities or any portion thereof is destroyed (in whole or in part) or is damaged by fire or other casualty or title to or the temporary use of the Facilities or any part thereof, or the interest of the City or the EDA in the Site or the Facilities or any part thereof is taken under the exercise of the power of eminent 588146v1BR291-398 25 domain by any governmental body or by any person, firm or corporation acting under governmental authority, the City shall have the rights with respect to the Net Proceeds of any insurance or condemnation award specified in this Section, but the City shall be obligated to continue to pay the Lease Payments and Additional Lease Payments due with respect to the Facilities. All Net Proceeds shall be applied to the prompt repair, restoration, modification, improvement or replacement of the Site and the Facilities by the City, or, if the City elects not to repair or rebuild, all Net Proceeds shall be applied to prepay the Lease Payments and Additional Lease Payments; in either event all Net Proceeds not needed for the purpose shall belong to the City. In the event Net Proceeds exceed $100,000, they shall be held by the Trustee and disbursed in payment of costs of repair, restoration, modification, improvement or replacement substantially in accordance with the procedure for disbursement of Bond proceeds from the Project Fund in Article IV of the Indenture. Section 7.8. Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification, improvement or replacement of the Site and the Facilities, the City shall either: (a) complete the work and pay any cost in excess of the amount of the Net Proceeds, and the City agrees that if by reason of any such insufficiency of the Net Proceeds, the City shall make any payments pursuant to the provisions of this Section 7.8, the City shall not be entitled to any reimbursement therefor from the EDA nor shall the City be entitled to any diminution of the Lease Payments or Additional Lease Payments due with respect to the Facilities; or (b) prepay the Lease Payments and Additional Lease Payments, in which event the Net Proceeds shall be used for this purpose. If the City elects not to repair, rebuild or restore, the City shall prepay or discharge the Lease Payments and Additional Lease Payments to the full extent of the Net Proceeds. Section 7.9. Cooperation of EDA. The EDA shall cooperate fully with the City at the expense of the City in filing any proof of loss with respect to any insurance policy covering the casualties described in Section 7.7 hereof and in the prosecution or defense of any prospective or pending condemnation proceeding with respect to the Site or the Facilities or any part thereof and will, to the extent it may lawfully do so, permit the City to litigate in any proceeding resulting therefrom in the name of and on behalf of the EDA. In no event will the EDA voluntarily settle, or consent to the settlement of, any proceeding arising out of any insurance claim or any prospective or pending condemnation proceeding with respect to the Site or the Facilities or any part thereof without the written consent of the City and the Trustee. Section 7.10. Condemnation of Other Property Owned by the City. The City shall be entitled to the Net Proceeds of any condemnation award or portion thereof made for destruction of, damage to or taking of its property not included in the Site or Facilities. 588146v1BR291-398 26 ARTICLE VIII Option to Purchase; Option to Prepay Section 8.1. Option to Purchase or Prepay. The City shall have the option at any time to purchase the Site, the Facilities and any other Improvements by payment to the Trustee of the Purchase Price then applicable, or to prepay unpaid Lease Payments and Additional Lease Payments, in whole or in part. Section 8.2. Exercise of Option. The City shall give notice to the EDA of its intention to exercise its purchase or prepayment option not less than 45 days in advance of the date of prepayment or purchase, and shall pay to the EDA on the date of prepayment or purchase the prepayment amount or (in the event of a purchase) an amount equal to the then current Purchase Price, less any Net Proceeds to be applied to the amount to be so paid in accordance with Section 7.8. Section 8.3. Provision for Payment of Purchase Price; Discharge of City’s Obligation. The City may at any time provide for the payment of the Purchase Price or discharge its obligation to pay Lease Payments due under this Lease by depositing irrevocably in escrow with a bank or trust company, cash or direct obligations of the United States, bearing interest payable at such times and at such rates and maturing on such dates, but not callable prior thereto, as shall be required to provide moneys sufficient to pay or prepay all unpaid Lease Payments and the applicable redemption premium, if any, on the Outstanding Bonds, on the dates when they are due or subject to prepayment as provided in Section 8.1, as determined by the City, together with (i) computations and an opinion letter of a certified public accounting firm showing and attesting to the sufficiency of such moneys and securities for this purpose, (ii) an opinion letter of Bond Counsel stating that the deposit of such cash or securities will not cause the Bonds to become “arbitrage bonds” under Section 148 of the Internal Revenue Code, and (iii) an opinion letter of Independent Counsel who is nationally recognized bankruptcy counsel that payment of principal and interest on the Bonds with such moneys or securities will not constitute a voidable preference under the provisions of 11 U.S.C. §544 or 547. Section 8.4. Prerequisite; No Default. The City may exercise the rights specified in Sections 8.1, 8.2, and 8.3 only if it is not in default under this Lease. 588146v1BR291-398 27 ARTICLE IX Assignment, Subleasing, Indemnification, Mortgaging and Selling Section 9.1. Assignment by EDA. Except as expressly provided in this Section, the EDA’s rights and obligations under this Lease, including the right to receive and enforce payment of the Lease Payments and Additional Lease Payments to be made by the City under this Lease and its interest in the Site and the Facilities, shall not be assigned, pledged, mortgaged or transferred, in whole or in part, except to the Trustee pursuant to the Indenture. The City hereby approves the assignment made by the EDA to the Trustee under the Indenture of its interest in the Site, the Facilities, the Ground Lease, this Lease and the Lease Payments to become due hereunder. Section 9.2. Assignment and Subleasing by the City. The rights and obligations of the City under this Lease may not be assigned by the City without the written consent of the EDA and the Trustee. The City may sublease the Project, or any portion thereof, to any other entity, provided that the City furnishes to the EDA and the Trustee an Opinion of Counsel, who is nationally recognized bond counsel, that such sublease will not adversely affect the validity of the Outstanding Bonds or the exemption of the interest thereon from federal income taxation. The EDA acknowledges that the City intends to enter into a sublease or other arrangement with Hennepin County, Minnesota for the use of a portion of the Facilities as a library facility during all or a portion of the Term of this Lease. Section 9.3. Restriction on Mortgage or Sale of Project by the City. Except as otherwise provided herein, without the prior written consent of the EDA and the Trustee, the City will not mortgage, sell, assign, transfer or convey the Site or the Facilities or any portion thereof during the Term of this Lease. Section 9.4. Assignment, Subleasing, Mortgaging and Selling of Excluded Property. Nothing in this Agreement shall prohibit the City from assigning, subleasing, mortgaging, selling of or otherwise using the Excluded Property in its sole discretion. 588146v1BR291-398 28 ARTICLE X Events of Default and Remedies Section 10.1. Events of Default Defined. Any one or more of the following events shall be an “Event of Default” under this Lease: (a) Failure by the City to pay any Lease Payment, Additional Lease Payment, or other payment required to be paid hereunder at the time and from the sources specified herein. (b) Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in clause (a) of this Section, for a period of 60 days after written notice specifying such failure and requesting that it be remedied has been given to the City by the EDA or the Trustee,; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, such failure shall not constitute an Event of Default if corrective action is instituted by the City within the applicable period and diligently pursued and the default is corrected within 270 days of such notice. (c) The occurrence of any of the following events: (i) The City shall (a) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or the like of the City or of all or a substantial part of its property, (b) commence a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), or (c) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts; or (ii) A proceeding or case shall be commenced, without the application or consent of the City, as the case may be, in any court of competent jurisdiction, seeking (a) the liquidation, reorganization, dissolution, winding-up, or the composition or adjustment of debts, of the City, (b) the appointment of a trustee, receiver, custodian, liquidator or the like of the City, or (c) similar relief in respect of the City under any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, and such proceeding or case has not been dismissed within 60 days of the filing thereof. The provisions of Section 10.1(b) are subject to the following limitation: if by reason of force majeure either party is unable in whole or in part to carry out its obligations under this Lease, it shall not be deemed in default during the continuance of such inability or during any other delays which are a direct consequence of the force majeure inability, and the time for such performance shall be extended to cover such delays. The term “force majeure” as used herein shall mean, without limitation, the following: acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders or restraints of any kind of the government of the 588146v1BR291-398 29 United States of America or any of its departments, agencies or officials, or any civil or military authority, or the State of Minnesota or any of its departments, agencies or officials; insurrections; riots; landslides; earthquakes; fires; storms; droughts; floods; explosions; breakage or accident to machinery, transmission pipes or canals; or any other cause or event not reasonably within the control of a party and not resulting from its negligence. Each party agrees, however, to remedy with all reasonable dispatch the cause or causes preventing it from carrying out its agreements. Section 10.2. Remedies on Default. Whenever any Event of Default shall have happened and be continuing, the Trustee may take, but only upon not less than 5 days’ written notice to the City, one or any combination of the following remedial steps: (a) Without terminating this Lease, re-enter and take possession of the Site and the Facilities and exclude the City from using it until the Event of Default is cured; or (b) Subject to the provisions of Section 5.6, take any action at law or in equity which may appear necessary or desirable to: (i) collect the Lease Payments and Additional Lease Payments then due for the Fiscal Year then in effect, (ii) collect any Lease Payments and Additional Lease Payments to become due and payable during the current Fiscal Year, or (iii) enforce performance and observance of any obligation, agreement or covenant of the City under this Lease; or (c) Terminate the Term of this Lease, exclude the City from possession of the Facilities, and use its best efforts to lease the Facilities to another for the account of the City, holding the City liable for the difference between the rentals received and the Lease Payments and Additional Lease Payments which would have been receivable hereunder for the Fiscal Year then in effect. This provision does not limit any other remedies which the Trustee or the EDA may have under the Indenture or any other document. Section 10.3. Delay; Notice. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle any party to exercise any remedy reserved to it in this Lease it shall not be necessary to give any notice, other than such notice as may be required in this Lease. Section 10.4. No Remedy Exclusive. No remedy herein conferred upon or reserved to the EDA is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. Section 10.5. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Lease is breached by either party and thereafter waived by the other party, such 588146v1BR291-398 30 waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. 588146v1BR291-398 31 ARTICLE XI Administrative Provisions Section 11.1. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or deposited in the United States mail in certified or registered form with postage fully prepaid: If to the City: City of Brooklyn Center City Hall 6301 Shingle Creek Parkway Brooklyn Center, MN 55430 Attn: City Manager If to the EDA: Economic Development Authority for the City of Brooklyn Center, Minnesota City Hall 6301 Shingle Creek Parkway Brooklyn Center, MN 55430 Attention: Executive Director If to the Trustee: Zions Bancorporation 111 W. Washington Street, Suite 1860 Chicago, IL 60602 Attention: _______________________ The above-named persons, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent. Section 11.2. Binding Effect. This Lease shall inure to the benefit of and shall be binding upon the EDA and the City and their respective successors and assigns. Section 11.3. Severability. In the event any provision of this Lease shall be held invalid or unenforceable by any court or competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 11.4. Amendments, Changes and Modifications. This Lease may be amended or any of its terms modified only by written amendment authorized and executed by the City and the EDA and in accordance with the terms of the Indenture. Section 11.5. Further Assurances and Corrective Instruments. The EDA and the City agree that they will, if necessary, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may be necessary for correcting any inadequate or incorrect description of the Site and the Facilities or for carrying out the expressed intention of this Lease. 588146v1BR291-398 32 Section 11.6. Execution in Counterparts. This Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 11.7. Applicable Law. This Lease shall be governed by and construed in accordance with the laws of the State of Minnesota Section 11.8. Authorized Officers. Whenever under the provisions of this Lease the approval of the EDA or the City is required, or the EDA or the City is required to take some action at the request of the other, such approval of such request shall be given for the EDA or for the City by an Authorized Officer, and any party hereto shall be authorized to rely upon any such approval or request. Section 11.9. Captions. The captions or headings in this Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Sections of this Lease. 588146v1BR291-398 S-1 IN WITNESS WHEREOF, the EDA has caused this Lease to be executed in its corporate name by its duly authorized officers; and the City has caused this Lease to be executed in its name by its duly authorized officers and sealed with its corporate seal, as of the date first above written. ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA By Its President By Its Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of ________, 2019 by _____________________ and _________________, the President and Executive, respectively, of the Economic Development Authority of Brooklyn Center, Minnesota, a body corporate and politic organized and existing under the Constitution and laws of the State of Minnesota and political subdivision of the State of Minnesota, on behalf of said political subdivision. Notary Public 588146v1BR291-398 S-2 CITY OF BROOKLYN CENTER, MINNESOTA By Its Mayor By Its City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of ________, 2019 by _____________________ and _________________, the Mayor and City Manager, respectively, of the City of Brooklyn Center, Minnesota, a home rule charter city and political subdivision of the State of Minnesota, on behalf of said political subdivision. Notary Public 588146v1BR291-398 A-1 EXHIBIT A Description of Site and Facilities The legal description of the Site is as follows: Lot 5, Block 1, Shingle Creek Crossing 5th Addition, County of Hennepin, State of Minnesota Excluding: [insert metes and bounds description of Excluded Portion] Permitted Encumbrances include the following: [identify cross easements for Excluded Portion] 588146v1BR291-398 B-1 EXHIBIT B Schedule of Lease Payments Lease Payment Due Date Five Business Days Prior To: Amount August 1, 2020 $ February 1, 2021 August 1, 2021 February 1, 2022 August 1, 2022 February 1, 2023 August 1, 2023 February 1, 2024 August 1, 2024 February 1, 2025 August 1, 2025 February 1, 2026 August 1, 2026 February 1, 2027 August 1, 2027 February 1, 2028 August 1, 2028 February 1, 2029 August 1, 2029 February 1, 2030 August 1, 2030 February 1, 2031 August 1, 2031 February 1, 2032 August 1, 2032 February 1, 2033 August 1, 2033 February 1, 2034 August 1, 2034 February 1, 2035 588146v1BR291-398 C-1 EXHIBIT C COMPLETION CERTIFICATE The undersigned officer of the City of Brooklyn Center, Minnesota (the “City”), lessee under that certain Lease-Purchase Agreement dated as of September 1, 2019 (the “Lease”), between the Economic Development Authority of Brooklyn Center, Minnesota (the “EDA”) and the City, hereby certifies to the EDA, to Zions Bancorporation, Chicago, Illinois (the “Trustee”) as Trustee under a Trust Indenture dated as of September 1, 2019 (the “Indenture”) between the EDA and the Trustee, that as of _____________, 20__ (the “Completion Date”), the Facilities described in the Lease have been completed in their entirety and are ready to be placed in service and all other property which constitutes the Facilities has been acquired and installed. Construction and acquisition of the Facilities have been completed and the Project Costs have been paid, except for any portion thereof which has been incurred but is not now due and payable, or the liability for the payment of which is being contested or disputed by the City, and for the payment of which the Trustee has been directed to retain specified amounts of moneys within the Project Fund. Notwithstanding the foregoing, this certificate is given without prejudice to any rights against third parties which exist at the date hereof or which may subsequently come into being. Attached as Exhibit A to this certificate is a list of the equipment financed with proceeds of the Series 2019B Bonds and included as part of the Facilities. Capitalized terms used in this certificate and defined in the Lease or the Indenture are used with the meanings given therein. CITY OF BROOKLYN CENTER, MINNESOTA By Its 588146v1BR291-398 C-2 Exhibit A to Certificate of Completion List of equipment financed with Series 2019B Bond proceeds and included as part of the Facilities 588146v1BR291-398 D-1 EXHIBIT D Depiction of Excluded Portion 588140v1BR291-398 $2,620,000 ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA LEASE REVENUE BONDS (LIQUOR STORE PROJECT), SERIES 2019B TRUST INDENTURE Dated as of September 1, 2019 ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA to ZIONS BANCORPORATION as Trustee This instrument was drafted by Kennedy & Graven, Chartered (JSB) 200 South Sixth Street 470 U.S. Bank Plaza 200 South Sixth Minneapolis, MN 55402 588140v1BR291-398 i TABLE OF CONTENTS Page PARTIES, RECITALS AND GRANTING CLAUSES Parties ...............................................................................................................................................1 Recitals .............................................................................................................................................1 Granting Clauses ..............................................................................................................................2 ARTICLE I Definitions and Interpretation Section 1.01. Definitions................................................................................................................4 Section 1.02. Characteristics of Certificate or Opinion .................................................................8 Section 1.03. Additional Provisions as to Interpretation ...............................................................8 ARTICLE II Form, Execution and Registration of Bonds Section 2.01. Form, Maturities and Numeration of Series 2019B Bonds ......................................9 Section 2.02. Execution of Bonds ................................................................................................10 Section 2.03. Authentication of Bonds ........................................................................................10 Section 2.04. Registration, Transfers and Exchange ...................................................................10 Section 2.05. Payment of Interest on Bonds; Interest Rights Preserved ......................................11 Section 2.06. Ownership of Bonds ..............................................................................................12 Section 2.07. Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds ..................................12 Section 2.08. Conditions for Authentication of Series 2019B Bonds..........................................13 Section 2.09. Additional Bonds; Generally .................................................................................14 Section 2.10. Additional Bonds to Pay the Cost of Improvements .............................................14 Section 2.11. Additional Bonds for Refunding Purposes ............................................................14 Section 2.12. Delivery of Additional Bonds ................................................................................14 Section 2.13. Book-Entry Only System .......................................................................................14 ARTICLE III Redemption of Bonds Section 3.01. Redemption of Series 2019B Bonds ......................................................................17 Section 3.02. Written Notice to Trustee .......................................................................................17 Section 3.03. Mailing and Publication of Notice .........................................................................17 Section 3.04. Deposit for Redemption .........................................................................................18 Section 3.05. Payment of Redeemed Bonds ................................................................................18 Section 3.06. Cancellation of Redeemed Bonds ..........................................................................18 Section 3.07. Partial Redemption of Bonds .................................................................................18 588140v1BR291-398 ii ARTICLE IV Bond Proceeds; Project Fund Section 4.01. Deposit of Series 2019B Bond Proceeds ...............................................................20 Section 4.02. Establishment of Project Fund ...............................................................................20 Section 4.03. Project Costs Defined ............................................................................................20 Section 4.04. Payments from Project Fund ..................................................................................21 Section 4.05. Application of Balance in Project Fund .................................................................22 Section 4.06. Investment of Project Fund ....................................................................................22 ARTICLE V Disposition of Pledged Revenues Section 5.01. Bond Fund ..............................................................................................................23 Section 5.02. Intentionally Omitted .............................................................................................23 Section 5.03. Investment of Funds ...............................................................................................23 Section 5.04. Compliance with Arbitrage Restrictions ................................................................24 ARTICLE VI Particular Covenants of the Authority Section 6.01. Payment of Bonds ..................................................................................................25 Section 6.02. Extensions of Payments of Bonds and Interest ......................................................25 Section 6.03. Authorization .........................................................................................................25 Section 6.04. Concerning the Lease .............................................................................................26 Section 6.05. To Observe All Covenants and Terms; Limitations on Authority’s Obligations .............................................................................................................26 Section 6.06. Liens; Further Assurances......................................................................................26 ARTICLE VII Remedies on Default Section 7.01. Events of Default ...................................................................................................28 Section 7.02. Acceleration of Maturity ........................................................................................28 Section 7.03. Enforcement of Covenants and Conditions ...........................................................28 Section 7.04. Appointment of Receivers .....................................................................................29 Section 7.05. Application of Moneys ..........................................................................................29 Section 7.06. Right of Trustee to Act Without Possession of Bonds ..........................................30 Section 7.07. Power of Majority of Owners ................................................................................30 Section 7.08. Limitation on Suits by Owners ..............................................................................31 Section 7.09. Waiver by Owners .................................................................................................31 Section 7.10. Remedies Cumulative, Delay Not to Constitute Waiver .......................................31 Section 7.11. Restoration of Rights Upon Discontinuance of Proceedings .................................32 588140v1BR291-398 iii ARTICLE VIII Concerning the Trustee Section 8.01. Acceptance of Trust and Prudent Performance Thereof ........................................33 Section 8.02. Trustee May Rely Upon Certain Documents and Opinions ..................................34 Section 8.03. Trustee Not Responsible for Indenture Statements, Validity ................................35 Section 8.04. Limits on Duties and Liabilities of Trustee ...........................................................35 Section 8.05. Money Held in Trust ..............................................................................................35 Section 8.06. Obligation of Trustee .............................................................................................36 Section 8.07. Notice to Owners, Etc. ...........................................................................................36 Section 8.08. Intervention in Judicial Proceedings ......................................................................36 Section 8.09. Further Investigation by Trustee ............................................................................36 Section 8.10. Trustee to Retain Records ......................................................................................37 Section 8.11. Compensation and Indemnification of Trustee ......................................................37 Section 8.12. Trustee May Hold Bonds .......................................................................................37 Section 8.13. Appointment of Trustee .........................................................................................37 Section 8.14. Merger of Trustee ..................................................................................................38 Section 8.15. Resignation or Removal of Trustee .......................................................................38 Section 8.16. Appointment of Successor Trustee ........................................................................38 Section 8.17. Transfer of Rights and Property to Successor Trustee...........................................39 Section 8.18. Appointment of Successor or Alternate Paying Agents ........................................39 ARTICLE IX Concerning the Owners Section 9.01. Execution of Instruments by Owners .....................................................................40 Section 9.02. Waiver of Notice ....................................................................................................40 Section 9.03. Determination of Owner Concurrence ...................................................................40 Section 9.04. Owners’ Meeting ...................................................................................................41 Section 9.05. Revocation by Owners ...........................................................................................42 ARTICLE X Payment, Defeasance and Release Section 10.01. Payment and Discharge of Indenture .....................................................................44 Section 10.02. Bonds Deemed Not Outstanding After Deposits ...................................................45 Section 10.03. Unclaimed Money To Be Returned .......................................................................45 588140v1BR291-398 iv ARTICLE XI Supplemental Indentures Section 11.01. Purposes for Which Supplemental Indentures May Be Executed .........................47 Section 11.02. Execution of Supplemental Indenture ....................................................................48 Section 11.03. Modification of Indenture with Consent of Owners ..............................................48 Section 11.04. Supplemental Indentures to be Part of Indenture ...................................................49 Section 11.05. Rights of City Unaffected ......................................................................................49 Section 11.06. Opinion of Counsel Required ................................................................................49 ARTICLE XII Amendments to the Lease and the Ground Lease Section 12.01. Amendments to the Lease and the Ground Lease Not Requiring Consent of Owners .................................................................................................50 Section 12.02. Amendments to the Lease and the Ground Lease Requiring Consent of Owners .................................................................................................50 Section 12.03. Opinion of Counsel Required ................................................................................50 ARTICLE XIII Miscellaneous Section 13.01. Covenants of Authority Bind Successors and Assigns ..........................................51 Section 13.02. Immunity of Officers .............................................................................................51 Section 13.03. No Benefits to Outside Parties ...............................................................................51 Section 13.04. Separability of Indenture Provisions ......................................................................51 Section 13.05. Execution of Indenture in Counterparts .................................................................51 Section 13.06. Headings Not Controlling ......................................................................................51 Section 13.07. Notices, etc., to Trustee, Authority, City and Original Purchaser .........................51 SIGNATURES Exhibit A Draw Request No. ____ Exhibit B Form of Series 2019B Bond 588140v1BR291-398 1 TRUST INDENTURE This TRUST INDENTURE, dated as of the 1 st day of September, 2019, by and between the ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA, a public body corporate and politic and political subdivision of the State of Minnesota (the “EDA”), and ZIONS BANCORPORATION, a national banking association with trust powers having a designated corporate trust office and place of business in the City of Chicago, Illinois (the “Trustee”); WITNESSETH: WHEREAS, the EDA is a duly organized and existing political subdivision under the laws of Minnesota, and the EDA has authority to enter into and perform its obligations under this Indenture pursuant to Minnesota Statutes, Section 465.71, Sections 469.001 to 469.047, Sections 469.090 to 469.1082, Chapter 471, and Chapter 475, as amended, as amended, (herein called the “Act”); and WHEREAS, pursuant to Minnesota Statutes, Sections 469.091, Subdivision 1, the EDA has the powers of a housing and redevelopment authority under Minnesota Statutes, Sections 469.001 to 469.047; and WHEREAS, pursuant to a Ground Lease dated as of September 1, 2019 (the “Ground Lease”), the EDA has leased certain land in the City of Brooklyn Center, Minnesota (the “Site”) from the City of Brooklyn Center, Minnesota (the “City”); and WHEREAS, the EDA has agreed to enter into a Lease-Purchase Agreement dated as of September 1, 2019 (the “Lease”), whereby the EDA will lease to the City, with option to purchase, the Site and facilities to be constructed thereon (the “Facilities”); and WHEREAS, under the Act, the EDA is authorized to issue and sell revenue bonds to finance the construction of the Facilities and related costs and to assign certain of its interests in the Ground Lease and the Lease as security therefor; and WHEREAS, pursuant to a resolution of the Board of Commissioners of the EDA adopted on August 12, 2019 (the “Bond Resolution”), the EDA has duly authorized and directed the issuance of a series of revenue bonds in the aggregate principal amount of $2,620,000 to be designated “Lease Revenue Bonds (Liquor Store Project), Series 2019B” (the “Series 2019B Bonds”), as in this Indenture provided; and WHEREAS, under the Lease, the City is required, subject to its right to determine not to appropriate Lease Payments and to terminate the Lease, to make Lease Payments in amounts and at times sufficient to pay the principal of, premium (if any) and interest on the Series 2019B Bonds and any Additional Bonds when due; and 588140v1BR291-398 2 WHEREAS, the execution and delivery of the Ground Lease, the Lease and this Indenture and the issuance of the Series 2019B Bonds have been in all respects duly and validly authorized by the EDA pursuant to the Bond Resolution; and WHEREAS, the execution and delivery of this Indenture have been duly authorized by the EDA, and all conditions, acts and things necessary and required by the Constitution and Laws of the State of Minnesota, or otherwise, to exist, to have happened or to have been performed precedent to and in the execution and delivery of this Indenture, and in the issuance of the Series 2019B Bonds, do exist, have happened or have been performed in regular form, time and manner, and the execution and delivery of this Indenture have been in all respects duly authorized; and WHEREAS, the Trustee has accepted the trust created by this Indenture and in evidence thereof has joined in the execution hereof; NOW, THEREFORE, THIS INDENTURE WITNESSETH: GRANTING CLAUSES That the EDA, in order to secure the payment of the principal of, premium (if any) and interest on the Bonds issued under this Indenture according to their tenor and effect and the performance and observance of each and all of the covenants and conditions herein and therein contained, and for and in consideration of the premises and of the purchase and acceptance of the Bonds by the respective purchaser or purchasers and registered Owners thereof, and for other good and valuable consideration, the receipt whereof is hereby acknowledged, has executed and delivered this Indenture and has granted, bargained, sold, assigned, transferred, conveyed, pledged and set over, and by these presents does hereby grant, bargain, sell, assign, transfer, convey, pledge and set over, unto the Trustee, and to its successor or successors in the trust hereby created and to its assigns forever: I. All of the rights and interests of the EDA in and to the Ground Lease and the Lease, except for the rights of the EDA relating to expenses, indemnity, payment of attorneys’ fees and advances under Sections 4.3, 7.5 and 7.6 of the Lease. II. A first lien on and pledge of all right, title and interest in (i) the moneys and investments in the Bond Fund covenanted to be created and maintained under this Indenture, (ii) any moneys and investments in the Project Fund not applied to payment of Project Costs, as further provided herein, and (iii) Net Proceeds of any insurance or condemnation award held by the Trustee pursuant to the terms of the Lease or this Indenture. 588140v1BR291-398 3 III. Any and all other property of every name and nature from time to time hereafter by delivery or by writing of any kind conveyed, mortgaged, assigned or transferred, or in which a security interest is granted by the EDA or the City or by anyone in behalf of either of them or with their written consent, to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same according to the terms hereof. TO HAVE AND TO HOLD all and singular the said property hereby conveyed and assigned, or agreed or intended so to be, to the Trustee, its successor or successors in trust and its and their assigns, FOREVER. IN TRUST NEVERTHELESS, upon the terms and trust herein set forth, for the equal and proportionate benefit, security and protection of all Owners of the Bonds issued or to be issued under and secured by this Indenture, without preference, priority or distinction as to lien or otherwise of any of the Bonds over any of the others; PROVIDED, HOWEVER, that if the EDA, or its successors or assigns, shall well and truly pay or cause to be paid the principal of the Bonds and the premium (if any) and interest due or to become due thereon, at the times and in the manner mentioned in the Bonds according to the true intent and meaning thereof, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee sums sufficient to pay the entire amount due or to become due thereon, and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by the EDA and shall pay to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof; then upon such final payment this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise, this Indenture to be and remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all said property hereby assigned or pledged is to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the EDA agrees and covenants with the Trustee and with the respective Owners from time to time of the said Bonds or any part thereof, as follows: 588140v1BR291-398 4 ARTICLE I Definitions and Interpretation Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Article I and in the recitals and succeeding Articles of this Indenture shall, for all purposes of this Indenture and of any indenture supplemental hereto, have the meanings herein specified, such definitions to be equally applicable to both the singular and plural forms of any of the terms defined: “Act” means, collectively, Minnesota Statutes, Section 465.71, Sections 469.001 to 469.047, Sections 469.090 to 469.1082, Chapter 471, and Chapter 475, as amended, as amended. “Additional Bonds” means any Bonds issued pursuant to Sections 2.09 through 2.12 hereof. “Authorized Officer,” when used with respect to the City, means its Mayor, its City Manager, its Clerk, or any other person who is designated in writing by the City as an Authorized Officer for purposes of this Lease, and when used with respect to the EDA means its President, Secretary, Executive Director or any other person who is designated in writing by the EDA as an Authorized Officer for purposes of this Lease. “Bond Fund” means the Bond Fund established under Section 5.01 of this Indenture. “Bond Resolution” means the resolution adopted by the EDA on August 12, 2019 authorizing the issuance and sale of the Series 2019B Bonds, as the same may be amended, modified or supplemented by any amendments or modifications thereof. “Bonds” means the Series 2019B Bonds and any Additional Bonds. “Business Day” means any day on which the Trustee is open for business. “Certificate” means a certification in writing required or permitted by the provisions either of the Lease or this Indenture signed and delivered to the Trustee or other proper person or persons. If and to the extent required by the provisions of Section 1.02 hereof, each Certificate shall include the statements provided for in said Section 1.02. “Certified Resolution” means a copy of a resolution of the EDA or the City, certified by the clerk, secretary or other proper person to have been duly adopted and to be in full force and effect on the date of such certification. “City” means the City of Brooklyn Center, Minnesota, a home rule charter city and political subdivision of the State of Minnesota, and any successor to its functions. 588140v1BR291-398 5 “Closing Date” means the date on which the Bonds of any series are delivered to the Original Purchaser against payment therefor. “Construction Period” means the period between the beginning of construction of the Facilities or the date on which the Series 2019B Bonds are first delivered to the Original Purchaser, whichever is earlier, and the Completion Date with respect to the construction of the Facilities, as defined in the Lease. “Default” means default in the performance or observance of any of the covenants, agreements or conditions contained in this Indenture, or in the Bonds Outstanding hereunder, exclusive of any notice or period of grace required for a default to constitute an “Event of Default” as hereinafter provided. “EDA” means the Economic Development Authority of Brooklyn Center, Minnesota, a public body corporate and politic and political subdivision of the State of Minnesota, and its successors and assigns as lessor under the Lease. “Event of Default” means an Event of Default described in Section 7.01 of this Indenture which has not been cured. “Excluded Portion” means the portion of the building constructed on Lot 5, Block 1, Shingle Creek Crossing 5th Addition, County of Hennepin, State of Minnesota, which is described after the word “Excluding” in Exhibit A to the Lease and is depicted in Exhibit B to the Lease. “Facilities” means any buildings, structures and improvements to be constructed as the City’s municipal liquor store on the Site, and all furniture, fixtures and equipment to be acquired with proceeds of sale of the Bonds and located thereon. For the avoidance of doubt, the parties acknowledge and agreement that the Facilities do not include the Excluded Portion. “Ground Lease” means the Ground Lease of even date herewith, by which the City leases the Site to the EDA, as amended or supplemented from time to time. “Improvements” means any addition, enlargement, improvement, extension or alteration of or to the Facilities as they then exist, and also means any fixtures, structures or other facilities (other than the Facilities) acquired or constructed by the City and located on the Site. “Indenture” means this Trust Indenture dated as of September 1, 2019, between the EDA and Zions Bancorporation, as Trustee, under which the Bonds are authorized to be issued, and including any amendments or supplements hereto. “Independent,” when used with reference to an attorney, engineer, architect, certified public accountant, consultant or other professional person, means a person who (i) is in fact independent, (ii) does not have any material financial interest in the City or the transaction to which such person’s Certificate or opinion relates (other than payment to be received for 588140v1BR291-398 6 professional services rendered), and (iii) is not connected with the EDA or the City as an officer, director or employee. “Independent Counsel” means an Independent attorney duly admitted to practice law before the highest court of any state. “Independent Engineer” means an Independent engineer or engineering firm or an Independent architect or architectural firm qualified to practice the profession of engineering or architecture under the laws of Minnesota. “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended. “Lease” means the Lease-Purchase Agreement of even date herewith between the EDA, as lessor, and the City, as lessee, as amended or supplemented from time to time. “Lease Payments” means each of the payments due from the City to the EDA on each Lease Payment Date during the Term of the Lease, as shown on Exhibit B to the Lease. “Net Proceeds,” when used with respect to proceeds of insurance or a condemnation award, means moneys received or receivable by the City, as owner or as lessee under the Lease, or the Trustee, as lessee under the Ground Lease or as secured party, of the Site or the Facilities, less the cost of recovery (including attorneys’ fees) of such moneys from the insuring company or the condemning authority. “Opinion of Counsel” means a written opinion of counsel (who need not be Independent Counsel unless so specified) appointed by the City or the EDA and acceptable to the Trustee or appointed by the Trustee. If and to the extent required by the provisions of Section 1.02 hereof, each Opinion of Counsel shall include the statements provided for in said Section 1.02. “Original Purchaser” means Robert W. Baird & Co., Incorporated. “Outstanding” when used as of any particular time with reference to Bonds means (subject to the provisions of Section 9.03 of this Indenture pertaining to Bonds owned by the EDA or the City) all Bonds theretofore authenticated and delivered by the Trustee under this Indenture except: (i) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; (ii) Bonds for the payment or redemption of which funds or direct obligations of or obligations fully guaranteed by the United States of America in the necessary amount shall have theretofore been deposited with the Trustee (whether upon or prior to the maturity or the redemption date of such Bonds), provided that if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given pursuant to Article III of this Indenture, or provision satisfactory to the Trustee shall have been made for the giving of such notice; and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Trustee pursuant to the terms of Section 2.07 pertaining to replacement of Bonds. “Owner” means the registered owner of any Outstanding Bond. 588140v1BR291-398 7 “Permitted Encumbrances” means, as of any particular time: (i) liens for taxes and assessments not then delinquent, or which the City may, pursuant to provisions of Section 6.3 of the Lease, permit to remain unpaid, (ii) the Ground Lease and the Lease and amendments thereto, (iii) the EDA’s and the Trustee’s interest in the Facilities, (iv) any mechanic’s, laborer’s, materialmen’s, supplier’s or vendor’s lien or right not filed or perfected in the manner prescribed by law, (v) such minor defects, irregularities, encumbrances, easements, rights-of-way and clouds on title as normally exist with respect to properties similar in character to the Site and which do not, in the opinion of Independent Counsel, materially impair the property affected thereby for the purpose for which it was intended, and (vi) easements, restrictions or encumbrances, if any, shown on Exhibit A to the Lease. “Permitted Investments” means any investments, with an appropriate market value and of an appropriate maturity, permitted for the investment of public funds pursuant to Minnesota Statutes, Sections 118A.04 and 118A.05. “Predecessor Bonds” of any particular Bond means every previous Bond evidencing all or a portion of the same debt as that evidenced by such particular Bond, and for purposes of this definition, any Bond authenticated and delivered under Section 2.07 hereof in lieu of a lost, destroyed or stolen Bond shall be deemed to evidence the same debt as the lost, destroyed or stolen Bond. “Project” means the acquisition, construction and equipping of the Facilities and related facilities for use by the City on the Site. “Project Costs” means the costs defined in Section 4.03 of this Indenture. “Project Fund” means the Project Fund established under Section 4.02 hereof. “Redeem” or “redemption” means and includes “prepay” or “prepayment” as the case may be. “Regular Record Date” for the interest payable on any interest payment date on the Bonds of any series means the date specified in the provisions of this Indenture creating such series. “Responsible Officer” of the Trustee hereunder means and includes the chair of the board of directors, the Chair/President, every vice Chair/President, every assistant vice Chair/President, the cashier, every assistant cashier, every corporate trust officer, and every officer and assistant officer of such trustee, other than those specifically above mentioned, to whom any corporate trust matter is referred because of knowledge of, and familiarity with, a particular subject. “Series 2019B Bonds” means the $2,620,000 Economic Development EDA of the City of Brooklyn Center, Minnesota Lease Revenue Bonds (Liquor Store Project), Series 2019B, described in Section 2.01 of this Indenture. 588140v1BR291-398 8 “Site” means the real property described in Exhibit A to the Lease, including any property added to or substituted for any portion of the Site, and less any real property released from the Lease pursuant to Article VI of the Lease. For the avoidance of doubt, the parties acknowledge and agree that the Site does not include the Excluded Portion. “Special Record Date” for the payment of any Defaulted Interest (as defined in Section 2.05 hereof) on Bonds means a date fixed by the Trustee pursuant to Section 2.05 hereof. “Term Bonds” means the Series 2019B Bonds so identified in Section 2.01 hereof. “Trustee” means the trustee at the time serving as such under this Indenture. “Trust Estate” means the interests of the EDA in the Ground Lease and the Lease assigned under Granting Clause I of this Indenture; the revenues, moneys, investments, contract rights, general intangibles and instruments and proceeds and products and accessions thereof as set forth in Granting Clause II of this Indenture; and additional property held by the Trustee pursuant to Granting Clause III of this Indenture. Section 1.02. Characteristics of Certificate or Opinion. Any Certificate made or given by an officer of the EDA or of the City or by an Independent engineer, architect, consultant or other person may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such person knows that the opinion with respect to the matters upon which the Certificate may be based as aforesaid is erroneous, or, in the exercise of reasonable care, should have known that the same was erroneous. Any such Certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, information with respect to which is in the possession of the EDA or the City, upon a supporting Certificate of an officer or officers of the EDA or the City, unless the signer knows that the supporting Certificate with respect to the matters upon which the Certificate or opinion may be based as aforesaid is erroneous, or, in the exercise of reasonable care, should have known that the same was erroneous. Section 1.03. Additional Provisions as to Interpretation. All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof. Whenever in this Indenture it is provided or permitted that there be deposited with or held in trust by the Trustee money or funds in the necessary amount to pay or redeem any Bonds, the amount so to be deposited or held shall be the principal amount of such Bonds and all unpaid interest thereon to maturity, except that in the case of Bonds which are to be redeemed prior to maturity and in respect of which there shall have been furnished to the Trustee proof satisfactory to it that notice of such redemption on a specified redemption date has been duly given or provision satisfactory to the Trustee shall be made for such notice, the amount so to be deposited or held shall be the principal amount of such Bonds and interest thereon to the redemption date, together with the redemption premium, if any. 588140v1BR291-398 9 Any terms defined in the Lease but not defined herein shall have the same meaning herein unless the context hereof clearly requires otherwise. This Indenture is governed by and shall be construed in accordance with the laws of Minnesota. 588140v1BR291-398 10 ARTICLE II Form, Execution and Registration of Bonds Section 2.01. Form, Maturities and Numeration of Series 2019B Bonds. The Series 2019B Bonds to be issued and secured under this Indenture shall each be designated “Economic Development Authority of Brooklyn Center, Minnesota Lease Revenue Bond (Liquor Store Project), Series 2019B.” The Series 2019B Bonds and Certificates of Trustee shall be substantially in the form set forth in Exhibit B hereto. The Series 2019B Bonds shall be issued in fully registered form and shall be in authorized denominations of $5,000 each, or any integral multiple thereof not exceeding the principal amount maturing in any year, initially numbered from R-1 upwards in order of maturity, and the Series 2019B Bonds originally issued, and not in exchange for Predecessor Series 2019B Bonds, shall be dated the Closing Date for the Series 2019B Bonds. Thereafter, any Series 2019B Bonds issued in exchange for Predecessor Series 2019B Bonds shall be dated as of the date to which interest on the Predecessor Series 2019B Bonds has been duly paid or provided for, or the Closing Date, if issued prior to the first interest payment date, and shall be numbered in order of issuance commencing with the next number after the highest number assigned to the initial Series 2019B Bonds. No Series 2019B Bond shall represent principal maturing in different years. The Series 2019B Bonds shall bear interest payable semiannually on February 1 and August 1 of each year, commencing on August 1, 2020, from the Closing Date, or the most recent interest payment date to which interest has been paid or duly provided for. Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30-day months. The principal and redemption price of the Series 2019B Bonds shall be payable to the registered Owners upon presentation at the office of the Trustee, in such coin or currency of the United States of America as may be, on the respective dates of payment thereof, legal tender for the payment of public and private debts, and interest on the Series 2019B Bonds shall be paid by check or draft mailed to the registered Owners at the Owners’ registered addresses. The Regular Record Date referred to in Section 2.05 for the payment of interest on the Series 2019B Bonds payable, and punctually paid or duly provided for, on any interest payment date shall be the 15th day (whether or not a Business Day) of the calendar month next preceding such interest payment date. The Series 2019B Bonds shall be issued in the aggregate principal amount of Two Million Six Hundred Twenty Thousand Dollars ($2,620,000), shall mature on the dates and in the amounts, and shall bear interest at the rates per annum, according to dates of maturity, as follows: 588140v1BR291-398 11 Maturity Date Principal Amount Interest Rate Maturity Date Principal Amount Interest Rate 2021 2029 2022 2030 2023 2031 2024 2032 2025 2033 2026 2034 2027 2035 2028 Section 2.02. Execution of Bonds. The Bonds shall be signed in the name of the EDA by the manual or the facsimile signature of the President and the Executive Director of the EDA, or, in the absence of either or both of such officers, by other officers of the EDA, said signatures shall be authenticated by the manual signature of a Responsible Officer of the Trustee, which is hereby designated as authenticating agent. In the event that any of the officers whose signatures appear on any Bonds shall cease to be officers of the EDA before such Bond shall have been authenticated or delivered by the Trustee, such Bonds may, nevertheless, be authenticated, delivered, and be binding upon the EDA as though those officers who signed the same had continued to be such officers of the EDA; and, also, any Bond may be signed on behalf of the EDA by such person who, at the actual date of execution of such Bond, shall be the proper officer of the EDA, although at the date of such Bond such person shall not have been such an officer of the EDA. Upon the execution and delivery of this Indenture the EDA shall execute and deliver the Bonds to the Trustee for authentication. Section 2.03. Authentication of Bonds. No Bonds shall be valid or obligatory for any purpose or shall be entitled to any right or benefit hereunder or under the Lease or the Bond Resolutions unless an authorized representative of the Trustee shall manually endorse and execute on such Bond a certificate of authentication substantially in the form of the Certificate of Trustee hereinabove set forth. Such Certificate of Trustee upon any Bond shall be conclusive evidence that such Bond so authenticated has been duly issued under this Indenture and that the Owner thereof is entitled to the benefits of this Indenture. No Bonds shall be authenticated by the Trustee except in accordance with this Article. The Trustee shall not be required to authenticate any Bond unless provided with the documents referred to in Section 2.08. Section 2.04. Registration, Transfers and Exchange. As long as any of the Bonds issued hereunder shall remain Outstanding, the EDA shall maintain and keep at the office of the Trustee, as paying agent, registration records for the payment of the principal of and interest on the Bonds, as in this Indenture provided, and for the registration and transfer of the Bonds, and shall also keep at the office of the Trustee records for such registration and transfer. The EDA hereby appoints the Trustee, and its successors in the trust from time to time, as its agent to maintain said registration records at the office of the Trustee. 588140v1BR291-398 12 Upon surrender for transfer of any Bond at the office of the Trustee with a written instrument of transfer satisfactory to the Trustee, duly executed by the registered Owner or the Owner’s duly authorized attorney, and upon payment of any tax, fee or other governmental charge required to be paid with respect to such transfer, the EDA shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more Bonds of the same series, of any authorized denominations and of a like aggregate principal amount, interest rate and maturity. Except as the right of exchange may be limited as to Bonds of any series, at the option of the registered Owner thereof, Bonds may be exchanged for an equal aggregate principal amount of Bonds of the same series, maturity and interest rate of any authorized denominations, upon surrender thereof at the office of the Trustee. In all cases in which the privilege of exchanging Bonds or transferring Bonds is exercised, the EDA shall execute and the Trustee shall deliver Bonds in accordance with the provisions of this Indenture. For every such exchange or transfer of Bonds, whether temporary or definitive, the EDA or the Trustee may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. Notwithstanding any other provision of this Indenture, the cost of preparing each new Bond upon each exchange or transfer, and any other expenses of the EDA or the Trustee incurred in connection therewith (except any applicable tax, fee or other governmental charge) shall be paid by the City pursuant to the Lease. The EDA and the Trustee shall not be obligated to make any such exchange or transfer of Bonds during the 15 days next preceding the date of the first publication or the mailing (if there is no publication) of notice of redemption in the case of a proposed redemption of Bonds. The EDA and the Trustee shall not be required to make any transfer or exchange of any Bonds called for redemption. Section 2.05. Payment of Interest on Bonds; Interest Rights Preserved. Interest on any Bond of any series which is payable, and is punctually paid or duly provided for, on any interest payment date shall be paid to the person in whose name that Bond (or one or more Predecessor Bonds) is registered at the close of business on the Regular Record Date for such interest specified in the provisions of this Indenture creating such series. Any interest on the Bonds which is payable, but is not punctually paid or duly provided for, on any interest payment date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered Owner on the relevant Regular Record Date solely by virtue of such Owner having been such Owner; and such Defaulted Interest may be paid at the election of the Trustee in each case, as provided in Subsection A or B below: A. The Trustee may elect to make payment of any Defaulted Interest on the Bonds of any series to the persons in whose names such Bonds (or their respective Predecessor Bonds) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. 588140v1BR291-398 13 The EDA or the City shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment (which date shall be such as will enable the Trustee to comply with the next sentence hereof), and at the same time the EDA or the City shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest as in this Subsection provided and not to be deemed part of the Trust Estate. Thereupon the Trustee may fix a Special Record Date for the payment of Defaulted Interest, which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the City and the EDA of such Special Record Date and, in the name of the EDA and at the expense of the City, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class postage prepaid, to each Owner of a Bond of such series at the Owner’s address as it appears in the registration records not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the persons in whose names the Bonds of such series (or their respective Predecessor Bonds) are registered on such Special Record Date and shall no longer be payable pursuant to the following Subsection B. B. Subject to the foregoing provisions of this Section, each Bond delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond and each such Bond shall bear interest from such date that neither gain nor loss in interest shall result from such transfer, exchange or substitution. Section 2.06. Ownership of Bonds. As to any Bond, the EDA and the Trustee and their respective successors shall deem and treat the person in whose name the same shall be registered as the absolute Owner thereof for all purposes and neither the EDA nor the Trustee nor their respective successors shall be affected by any notice to the contrary. Payment of or on account of the principal of any such Bond shall be made only to or upon the order of the registered Owner thereof, but such registration may be changed as above provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. Section 2.07. Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds. In case any Outstanding Bond shall become mutilated or be destroyed, stolen or lost, the Trustee shall authenticate and deliver a new Bond of like tenor, number and amount as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond, upon surrender of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, upon filing with the Trustee evidence satisfactory to the EDA and the Trustee that such Bond has been destroyed, stolen or lost and upon furnishing the EDA, the Trustee and the City with indemnity satisfactory to them and complying with such other reasonable regulations as the EDA, the 588140v1BR291-398 14 Trustee and the City may establish and payment of any expenses which the EDA, the Trustee or the City may incur in connection therewith. In the event any such Bond shall have matured, instead of issuing a substitute Bond, the EDA may pay the same without surrender thereof. Section 2.08. Conditions for Authentication of Series 2019B Bonds. The Trustee shall not authenticate and deliver the Series 2019B Bonds to be issued and delivered pursuant to this Indenture unless theretofore or simultaneously therewith there shall have been delivered to the Trustee the following: (a) Certified copies of the Bond Resolution authorizing the issuance of the Series 2019B Bonds and the execution and delivery of the Ground Lease, the Lease and this Indenture, and of the resolution adopted by the City, giving approval to the Project and authorizing the execution and delivery of the Ground Lease and the Lease. (b) Executed counterparts of the Ground Lease, the Lease and this Indenture, and UCC-1 financing statements executed by the City as Debtor and describing as collateral any tangible personal property leased pursuant to the Lease, and by the EDA as Debtor and describing as collateral the property granted to the Trustee pursuant to the granting clauses hereof. (c) The manually signed approving opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, as Bond Counsel, concerning the validity and legality of the Series 2019B Bonds and exclusion of interest thereon from gross income under the Internal Revenue Code. (d) A Certificate of an Authorized Officer of the City to the effect that the City has deposited in the Project Fund, or has expended for Project Costs, or has on hand such amounts of money as are currently estimated to be needed to meet Project Costs for the Project in excess of the proceeds of the Series 2019B Bonds to be deposited in the Project Fund pursuant to Section 4.01 hereof, plus the amount necessary to pay the costs of construction of the Excluded Portion. (e) An order for authentication and registration of the Series 2019B Bonds, signed by the Executive Director or other officer of the EDA, specifying the aggregate principal amount of the Series 2019B Bonds to be issued and directing the Trustee to deliver the Series 2019B Bonds to or upon the order of the Original Purchaser upon payment of the purchase price therefor. (f) A certificate of the EDA pursuant to Section 148 of the Internal Revenue Code as to the absence of arbitrage expectation with respect to the Series 2019B Bonds, which certificate may be based on certifications of the City. (g) Such further certifications, documents and Opinions of Counsel as the EDA or Bond Counsel may require. 588140v1BR291-398 15 Section 2.09. Additional Bonds; Generally. The EDA, upon request of the City, may issue Additional Bonds of any series in amounts which are sufficient to pay the cost of completing the Project, acquiring, constructing or equipping Improvements and refunding Outstanding Bonds, to pay the costs of issuing such Additional Bonds, and, in the case of Additional Bonds issued to pay the cost of Improvements, to fund interest payable on such Additional Bonds for a period of time not to exceed 6 months beyond the completion of any Improvements financed with the proceeds thereof. Section 2.10. Additional Bonds to Pay the Cost of Improvements. Additional Bonds of any series may be issued, at one time or from time to time, subject to the conditions hereinafter described, in an aggregate amount sufficient with any other funds available and committed therefor, to pay the cost of any Improvements, including Improvements located on real property contiguous with the Site, if such real property is to be acquired by the City and leased to the EDA pursuant to the Ground Lease; provided, however, that such real property, whether or not financed with the proceeds of Additional Bonds shall, as a condition to the issuance of such Additional Bonds, be subjected to the Ground Lease and the Lease and become part of the Site, and the City, the Trustee and the EDA shall take all action necessary to so provide. Section 2.11. Additional Bonds for Refunding Purposes. Additional Bonds may be issued at any time or from time to time, subject to the conditions hereinafter described, for the purpose of providing funds, with any other funds available and committed therefor, for paying at their stated maturities or earlier optional redemption date all the Outstanding Bonds of any one or more series, including the payment of any interest which will accrue on such Bonds to the stated maturities or earlier optional redemption date thereof, and any expenses in connection with such refunding. Section 2.12. Delivery of Additional Bonds. Additional Bonds of any series may be executed by the EDA and delivered to the Trustee for authentication, but only upon receipt by the Trustee of the following: (a) An executed counterpart of the Supplemental Indenture creating such Additional Bonds; (b) Executed counterparts of amendments to the Ground Lease and the Lease adding the property, if any, financed with the Additional Bonds to the Site and providing for additional Lease Payments sufficient to provide for the payment of principal, premium, if any, and interest on all Bonds to be Outstanding after the issuance of the Additional Bonds. Section 2.13. Book-Entry Only System. (a) The Series 2019B 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 2.01 hereof. Upon initial issuance, the ownership of each such Series 2019B Bond will be registered in the registration books kept by the Trustee in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, and its successors and assigns (“DTC”). 588140v1BR291-398 16 Except as provided in this Section, all of the Outstanding Series 2019B Bonds will be registered in the registration books kept by the Trustee in the name of Cede & Co., as nominee of DTC. (b) With respect to Bonds of any series registered in the registration books kept by the Trustee in the name of Cede & Co., as nominee of DTC, the EDA, the City and the Trustee 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 Trustee, 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 EDA, the City and the Trustee may treat and consider the person in whose name each Bond is registered in the registration books kept by the Trustee as the 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 of such Bond, and for all other purposes. The Trustee 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 Trustee, and all such payments will be valid and effectual to fully satisfy and discharge the EDA’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 Trustee, will receive a certificated Bond evidencing the obligation of this Indenture. Upon delivery by DTC to the Trustee 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. (c) The form of representation letter proposed to be submitted to DTC, which is on file with the EDA and the Trustee (the “Representation Letter”), is hereby approved, and the Executive Director and the Trustee are authorized to execute and deliver the Representation Letter in substantially the form on file, with such changes therein not inconsistent with law as the Executive Director and the Trustee may approve, which approval will be conclusively evidenced by the execution thereof. (d) In the event the EDA, by resolution, determines that it is in the best interests of the persons having beneficial interests in the Bonds of any series issued in book-entry form that they be able to obtain Bond certificates, the EDA will notify the Trustee, which will notify DTC, whereupon DTC will notify the Participants, of the availability through DTC of Bond certificates. In such event the EDA will issue, transfer and exchange Bond certificates as requested by DTC and any other registered owners in accordance with the provisions of this Indenture. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the EDA and the Trustee and discharging its responsibilities with respect thereto under applicable law. In such event, if no successor securities depository is appointed, the EDA will issue and the Trustee will authenticate Bond certificates in accordance 588140v1BR291-398 17 with this Indenture and the provisions hereof will apply to the transfer, exchange and method of payment thereof. (e) Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond will be made and given, respectively in the manner provided in the Representation Letter. 588140v1BR291-398 18 ARTICLE III Redemption of Bonds Section 3.01. Redemption of Series 2019B Bonds. The Series 2019B Bonds are subject to extraordinary redemption on any Business Day in whole or in part, at a redemption price equal to par, plus accrued interest to the redemption date, at the election of the EDA or, in accordance with the Lease, the City, upon the happening of certain events of damage to or destruction or condemnation of the Site or the Facilities or change of law rendering the Lease unenforceable or impossible of performance, all as more fully provided in Section 7.7 of the Lease. The Series 2019B Bonds maturing on or after February 1, 202__ are subject to optional redemption, at the election of the EDA or, in accordance with the Lease, the City, in whole or in part, and if in part in such manner as the EDA or, in accordance with the Lease, the City shall determine, on August 1, 202__ and any date thereafter, at a redemption price of par plus accrued interest. Notice of any redemption of Series 2019B Bonds, shall be mailed in the form provided by Section 3.02 and in the manner and to the extent required by Section 3.03. Prior to the date fixed for redemption, funds shall be deposited with the Trustee sufficient to pay the Series 2019B Bonds called and accrued interest thereon. Upon the happening of the above conditions, any Series 2019B Bonds thus called shall not bear interest on or after the redemption date, and except for the purpose of payment by application of the funds so deposited, shall no longer be protected by this Indenture. Section 3.02. Written Notice to Trustee. The EDA (upon direction of the City) shall provide the Trustee, not less than 45 days before the redemption date, written notice of its election to redeem Bonds, describing the Outstanding Bonds to be redeemed, the date of redemption, and the redemption price. Section 3.03. Mailing and Publication of Notice. Notice of redemption (including when only a portion of the Bonds is to be redeemed, the series and numbers of such Bonds) shall be mailed by the Trustee, not less than 30 days before the redemption date, by first class mail, to the registered Owners of any Bonds which are to be redeemed, at their last addresses appearing upon the registration books maintained by the Trustee No notice of redemption need be given if the Owners of all Bonds called for redemption waive notice thereof in writing and such waiver is filed with the Trustee. The Trustee may provide a conditional notice of redemption upon the direction of the EDA or the City. If a conditional notice of redemption has been provided and the conditions are not satisfied, such notice of redemption shall be of no force and effect and the Bondholders shall be restored to their former positions as though no such notice of redemption had been delivered. The Trustee also shall provide a copy of such notice in an electronic format to DTC and as prescribed by the Municipal Securities Rulemaking Board (the “MSRB”), together with such 588140v1BR291-398 19 identifying information as is prescribed by the MSRB, at least 30 days and not more than 45 days prior to such redemption date. Section 3.04. Deposit for Redemption. On or prior to the redemption date, there shall be deposited with the Trustee cash in an aggregate amount which shall be sufficient to pay the redemption price of the Bonds to be redeemed and interest thereon to the redemption date; and there shall be deposited, or arrangements shall be made with the Trustee to deposit, with the Trustee a sum sufficient to pay the proper expenses and charges of the Trustee in connection with such redemption. Upon deposit with the Trustee of the aggregate amount of such redemption price and interest into the Bond Fund, such moneys shall be set aside by the Trustee and held by it for the account of the respective Owners of the Bonds being redeemed. Section 3.05. Payment of Redeemed Bonds. After notice of redemption shall have been given as provided in Section 3.03, the Bonds specified in such notice shall become due and payable on the redemption date. Payment of the redemption price and interest shall be made to or upon order of each registered Owner, upon the surrender of the Bonds. Any installment of interest maturing on or prior to the redemption date shall be payable to the registered Owners of Bonds on the relevant Record Dates according to the terms of such Bonds and the provisions of Section 2.05 hereof and the notice of redemption herein provided for may so state. Notice of redemption having been given in the manner provided in this Article III and if either there were no conditions to such redemption or the conditions have been satisfied, and redemption moneys are available for the payment of all of the Bonds called for redemption on the redemption date, the Bonds so called shall cease to accrue interest on or after the redemption date, and such Bonds shall not be deemed to be Outstanding hereunder for any purpose, except that the Owners thereof, on presentation, as herein provided, shall be entitled to receive payment of the redemption price and interest accrued thereon to the redemption date from the moneys set aside by the Trustee as aforesaid. Section 3.06. Cancellation of Redeemed Bonds. All Bonds so redeemed shall forthwith be canceled and destroyed by the Trustee; and no further Bonds shall be executed or authenticated or issued hereunder in exchange or substitution therefor. Section 3.07. Partial Redemption of Bonds. If less than all of the Bonds of a series of a particular maturity at the time Outstanding are to be called for prior redemption, the particular Bonds or portions thereof of such maturity to be redeemed shall be selected randomly or by lottery except as otherwise provided herein. The Trustee shall call for redemption in accordance with the foregoing provisions as many Bonds or portions thereof as will, as nearly as practicable, exhaust the moneys available therefor. Particular Bonds or portions thereof shall be redeemed only in integral multiples of principal amount of $5,000. In the case of Bonds of denominations greater than $5,000, if less than all of such Bonds then Outstanding are to be called for redemption, then for all purposes in connection with redemption, each $5,000 of principal amount shall be treated as though it was a separate Bond of the denomination of $5,000. If it is determined that one or more, but not all of the $5,000 units of principal amount represented by any such Bond is to be called for redemption, then upon notice of intention to redeem such $5,000 unit or units, the Owner of such Bond shall forthwith 588140v1BR291-398 20 surrender such Bond to the Trustee (1) for payment of the redemption price (including the redemption premium, if any, and interest to the date fixed for redemption) of the $5,000 unit or units of principal amount called for redemption and (2) exchange for a new Bond or Bonds of the aggregate principal amount of the unredeemed balance of the principal amount of such Bond, shall be issued to the Owner without charge therefor. If the Owner of any such Bond of a denomination greater than $5,000 shall fail to present such Bond to the Trustee for payment and exchange as aforesaid, such Bond shall nevertheless become due and payable on the date fixed for redemption to the extent of the $5,000 unit or units of principal amount called for redemption (and to that extent only). Interest shall cease to accrue on the portion of the principal amount of such Bond represented by such $5,000 unit or units of principal amount on and after the date fixed for redemption; provided, that funds sufficient for the payment of the redemption price shall have been deposited with the Trustee and shall be available for the redemption of said $5,000 unit or units on the date fixed for redemption, and in such event, such Bond shall not be entitled to the benefit or security of this Indenture or the Bond Resolution to the extent of the portion of its principal amount (and accrued interest thereon to the date fixed for redemption and applicable premium, if any) represented by such $5,000 unit or units of principal amount, nor shall new Bonds be thereafter issued corresponding to said unit or units. 588140v1BR291-398 21 ARTICLE IV Bond Proceeds; Project Fund Section 4.01. Deposit of Series 2019B Bond Proceeds. The EDA shall deposit, or shall direct the Original Purchaser of the Series 2019B Bonds to deposit, with the Trustee all of the net proceeds of the sale of the Series 2019B Bonds (including accrued interest thereon from the date from which interest is to be paid thereon to the date of delivery to the Original Purchaser), and out of such proceeds the Trustee shall: (i) Deposit to the credit of the Bond Fund an amount equal to the accrued interest ($______); and (ii) Deposit to the credit of the Project Fund the balance of such proceeds, $__________. Section 4.02. Establishment of Project Fund. The EDA hereby establishes a fund (the “Project Fund”) with the Trustee and, on the Closing Date, there shall be deposited with the Trustee to the credit of the Project Fund proceeds of the Series 2019B Bonds, as provided in clause (ii) of Section 4.01. As provided in Section 4.05 hereof, Construction Period income and profit from the investment of moneys in the Project Fund shall be credited to the Project Fund. In addition to such proceeds of the Series 2019B Bonds, income and profit, the City has covenanted in Section 3.2 of the Lease that if the moneys in the Project Fund shall not be sufficient to pay the Project Costs in full, then the City shall pay all that portion of the Project Costs in excess of the moneys available therefor, which, together with such proceeds, income and profit will be sufficient to finance the total Project Costs. The EDA has no obligation to deposit any moneys in the Project Fund or to apply moneys to Project Costs except proceeds of Bonds or funds made available therefor by the City. The moneys in the Project Fund shall be held in trust by the Trustee and applied to the payment of the Project Costs in accordance with and subject to the provisions of this Article, and pending such application shall be subject to a lien and charge in favor of the Owners of the Bonds issued and Outstanding under this Indenture and shall be held for the further security of such Owners until paid out as herein provided. Section 4.03. Project Costs Defined. For the purposes of this Article, Project Costs do not include any costs of the Excluded Portion and shall include, without intending thereby to limit or restrict any proper definition of such cost under any applicable laws and generally accepted accounting principles, the following: (a) Obligations incurred for labor (including payroll cost of City employees according to time spent by such employees on the Project) and to contractors, builders and material suppliers in connection with the acquisition, construction, reconstruction, renovation and installation of the Project, including obligations for machinery, materials and equipment therefor; 588140v1BR291-398 22 (b) Costs of acquisition of land and all interests in land required specifically for the Site, Site improvements required for the construction or operation of the Project, demolition of any existing building on the Site and removal of any equipment therefrom (net of any salvage). (c) The cost of any indemnity and surety bonds deemed necessary by the City, the fees and expenses of the Trustee and any paying agent during the Construction Period, taxes and other municipal or governmental charges levied or assessed during the Construction Period on the Site, and any premiums for insurance incurred in connection with the Project during the Construction Period; (d) Costs of acquisition and installation of equipment, furnishings and other tangible personal property required for the Project; (e) Fees and expenses of engineers and architects for surveys, estimates and other preliminary investigations, preparation of plans, drawings and specifications, and supervising construction, as well as for the performance of all other duties of engineers and architects in relation to the Project or the issuance of the Bonds therefor, including the costs of such services as may have been performed by employees of the City; (f) Expenses of administration, supervision and inspection properly chargeable to the Project, administrative fees and other expenses relating to the Project, title insurance premiums, abstracting and filing fees, legal expenses and fees, fiscal consultant fees and expenses, cost of audits and of preparing, offering, selling and issuing any of the Bonds, all other expenses relating to the issuance, sale and delivery of the Bonds and any other costs which are treated as “issuance costs” within the meaning of Section 147(g) of the Internal Revenue Code and initial fees of the Trustee; and (g) Any other obligation or expense heretofore or hereafter incurred by the City in connection with the Project defined as and constituting a proper Project cost and approved by an Authorized Officer of the City. Section 4.04. Payments from Project Fund. Each of the payments referred to in Section 4.03, including interest on the Bonds during the Construction Period, shall be made from the Project Fund only upon receipt of a Draw Request executed by an Authorized Officer of the City in substantially the form attached hereto as Exhibit A . The Draw Request shall set forth the following: (1) the requisition number, (2) the name and address of the person, firm or corporation to whom payment is due or has been made, (3) the amount to be paid, (4) the percentage of the cost attributable to Project Costs, (5) the purpose to which such payment is to be applied, and (6) that each obligation, item of cost or expense mentioned therein has been properly incurred and is a proper charge against the Project Fund and has not been the basis of any previous withdrawal. Such requisitions shall be submitted no more often than twice a month, and the Trustee shall issue its check for each payment required by each such requisition within three Business Days after receipt of said statement. 588140v1BR291-398 23 In the case of any construction contract providing for the retention of a portion of the contract price, the amount of the Draw Request shall be limited to the net amount remaining after deduction of any such portion. All payments made from the Project Fund shall be presumed by the Trustee to be made for the purposes certified in said statement, and the Trustee shall not be required to see to the application of any payments made from the Project Fund or to inquire into the purposes for which withdrawals are being made from the Project Fund. For purposes of complying with the requirements of this section, the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon each Draw Request in the form set forth as Exhibit A attached hereto, which may be submitted by facsimile. The Trustee shall not be responsible for determining whether the funds on hand in the Project Fund are sufficient to complete the Project. Moneys in the Project Fund shall be subject to withdrawal from time to time only for the purposes of paying Project Costs or for the reimbursement to the City, subject to any applicable provision of law, for payments theretofore made by the City for Project Costs. The EDA agrees that none of the funds in the Project Fund shall be used for any purposes other than payment or reimbursement of Project Costs and the payment of principal of, premium (if any) on and interest on the Bonds. Section 4.05. Application of Balance in Project Fund. When the City has furnished to the Trustee a Certificate of an Authorized Officer as to the Completion Date, any balance then remaining in the Project Fund (after reserving such amount as the Authorized Officer shall deem necessary for the payment of any remaining amounts due or to become due for Project Costs, and after returning to the City any contingent funds which it may have deposited into the Project Fund as additional funds to finance total Project Costs and found to be unnecessary for such purpose), shall be transferred to the Bond Fund. Section 4.06. Investment of Project Fund. The Trustee shall invest the moneys on deposit in the Project Fund at the request of an Authorized Officer of the City in Permitted Investments which shall (i) be payable in such amounts and at such times not later than the time or times when such moneys will be needed to pay Project Costs, and (ii) mature or may be redeemed no later than 12 months from the date of investment. The type, amount and maturity of Permitted Investments made pursuant to this Section shall conform to any instructions of the Authorized Officer. The Trustee may, from time to time, cause any such investments in the Project Fund to be sold or otherwise be converted into cash, whereupon the proceeds derived from such sale or conversion shall be deposited into the Project Fund in order to pay a Draw Request. Any interest or profit derived from investments shall be credited to the Project Fund. Any loss derived from investments shall be debited to the Project Fund. Investments permitted under this Section may be purchased from the Trustee or from any of its affiliates. 588140v1BR291-398 24 ARTICLE V Disposition of Pledged Revenues Section 5.01. Bond Fund. The EDA hereby establishes and shall maintain with the Trustee, so long as any Bonds are Outstanding, a separate Fund to be designated “Economic Development Authority of Brooklyn Center, Minnesota Lease Revenue Bonds (Liquor Store Project) Bond Fund” (the “Bond Fund”), into which the Trustee shall make the following deposits: (a) The amount required by Section 4.01(i) hereof to be deposited in the Bond Fund. (b) On August 1, 2020 and each February 1 and August 1 thereafter, or as soon after the due date as received from the City, all payments by the City as Lease Payments under Section 4.2 of the Lease. (c) All other moneys received by the Trustee from the City when accompanied by directions of the City that such moneys are to be paid into the Bond Fund or used for purposes for which moneys in the Bond Fund may be used. (d) All other moneys required to be deposited in the Bond Fund pursuant to any provision of this Indenture, the Ground Lease, the Lease or the Bond Resolution. The moneys and investments in the Bond Fund are irrevocably pledged and shall be used by the Trustee, from time to time, to the extent required: FIRST: For the payment of principal of, premium (if any) on and interest on the Bonds, as and when such principal, premium and interest shall become due and payable; and SECOND: Upon direction by the EDA, to purchase Outstanding Bonds at purchase prices not exceeding par plus accrued interest. Section 5.02. Intentionally Omitted. Section 5.03. Investment of Funds. To the extent authorized by applicable law, moneys on deposit to the credit of the Project Fund and the Bond Fund shall be invested by the Trustee, upon the written direction of an Authorized Officer of the City, in Permitted Investments. All such Permitted Investments shall at all times be a part of the Fund from which the money used to acquire such Permitted Investments shall have come. Such Permitted Investments shall be made so as to mature or be subject to redemption at the option of the holder thereof on or prior to the date or dates that the EDA anticipates that money therefrom will be required. Any interest accruing on and any profit realized from such investment shall be credited to the respective Fund. Any such investments shall be held in the name of the Trustee and by or under the control 588140v1BR291-398 25 of the Trustee. The Trustee may make any and all such investments through its trust department or related companies. The Trustee shall sell and reduce to cash a sufficient amount of such investments in the trust funds whenever the cash balance in any such Fund is insufficient for a necessary transfer. Neither the Trustee nor the EDA shall be liable for any loss resulting from any such investment, nor from failure to preserve rights against endorsers or other prior parties to instruments evidencing any such investment. Investment of funds pursuant to this Section shall be limited as to amount and yield of investment in such manner that no part of the Outstanding Bonds shall be deemed “arbitrage bonds” under Section 148 of the Internal Revenue Code and regulations thereunder. The EDA covenants and certifies to the Trustee and to and for the benefit of the Owners of the Bonds from time to time Outstanding that so long as any of the Bonds remain Outstanding, it will not knowingly take any action so that money on deposit in any fund or account in connection with the Bonds, whether or not such money was derived from the proceeds of the sale of the Bonds or from any other sources, will be used in a manner which, to its knowledge, will cause any of the Bonds to be classified as “arbitrage bonds” within the meaning of Section 148 of the Code. Pursuant to such covenants, the EDA obligates itself to comply, to the best of its knowledge, throughout the term of the Bonds, with the requirements of Section 148 of the Code and any regulations promulgated thereunder. The Trustee shall be entitled to rely on the Tax Certificate delivered in connection with the issuance of the Bonds. Section 5.04. Compliance with Arbitrage Restrictions. The EDA hereby acknowledges and confirms that the maintenance of the tax-exempt status of interest on the Bonds is dependent, among other things, on compliance with the arbitrage requirements set forth in Section 148 of the Internal Revenue Code and regulations thereunder. In order to confirm and carry out such understanding, the City has agreed under the Lease, inter alia, to comply with said Section 148 and regulations thereunder. 588140v1BR291-398 26 ARTICLE VI Particular Covenants of the EDA The EDA covenants and agrees, so long as any Bonds shall be Outstanding and subject to the limitations on its obligations herein set forth, that: Section 6.01. Payment of Bonds. It will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Indenture and the Bond Resolution and in each and every Bond executed, authenticated and delivered hereunder; will pay, but solely from Lease Payments by the City and other amounts received or held by the Trustee hereunder, the principal of, premium (if any) on and interest on every Bond issued hereunder on the dates, at the places and in the manner prescribed in such Bonds in any coin or currency which, on the respective dates of payment of such principal and interest, is legal tender for the payment of public and private debts; and will cause such amounts received to be deposited with the Trustee prior to the due date of each installment of principal and interest and prior to the maturity of any Bond in amounts sufficient to pay such installment or Bond; provided, however, that the principal of and interest on any Bond is not and shall not constitute an indebtedness of the EDA or the City, within the meaning of any state constitutional provision, statutory or charter limitation and shall not be deemed to represent a debt or pledge the full faith or credit of the EDA or the City or grant to the Owner of any Bond any right to have the EDA or the City levy any taxes or appropriate any funds to the payment of principal of or interest on the Bonds, and the Bonds do not constitute or give rise to a charge against the general credit or taxing powers of the EDA or the City or a pecuniary liability of the EDA or the City, the payment of the Bonds to be made solely and only out of the moneys received pursuant to the Lease and the Funds and Accounts established and maintained with the Trustee pursuant to this Indenture and appropriated to the payment of the Bonds by this Indenture. Section 6.02. Extensions of Payments of Bonds and Interest. The EDA shall not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of any claims for interest, except as may be expressly permitted by the provisions of this Indenture. Nothing in this Section shall, however, be deemed to limit the right of the EDA to fund or refund such Bonds and claims for interest. Section 6.03. Authorization. The EDA has undertaken, pursuant to the Constitution and Laws of the State of Minnesota, to create and issue the Bonds, to use the proceeds thereof to finance the Project, to execute this Indenture and assign and pledge to the Trustee the Trust Estate, including the Lease Payments, and to make the covenants as herein provided. All necessary action and proceedings on their part to be taken for the creation and issuance of the Bonds and the execution and delivery of this Indenture have been duly and effectively taken, and the Bonds in the hands of the Owners thereof are and will be duly issued special, limited obligations of the EDA in accordance with their terms. The Bonds are being issued pursuant to the Act and are intended to be subject to no other general provisions of law respecting the authorization, execution and delivery of bonds. 588140v1BR291-398 27 Section 6.04. Concerning the Lease. The EDA will cooperate or cause and permit the Trustee to take such action as may be necessary or advisable to enforce the covenants, terms and conditions of the Lease if such action shall be deemed to be in the best interest of the EDA or the Owners. The EDA shall do or cause to be done all things on its part to be performed under the Lease so that the obligations of the City thereunder shall not be impaired or excused. Section 6.05. To Observe All Covenants and Terms; Limitations on EDA’s Obligations. The EDA will not issue or permit to be issued any Bonds hereunder in any manner other than in accordance with the provisions of this Indenture and the agreements in that behalf herein contained, and will not suffer or permit any Default to occur under this Indenture, but will faithfully observe and perform all the conditions, covenants and requirements hereof. It is expressly agreed that the EDA has no obligation to levy taxes for, or make any advance or payment or incur any expense or liability from its general funds in performing, any of the conditions, covenants or requirements of the Bonds or this Indenture or from any funds other than revenues and income received pursuant to the Lease or moneys in the Funds and Accounts provided for herein. Section 6.06. Liens; Further Assurances. The EDA agrees that it will not mortgage, sell or otherwise encumber its interest in the Site and the Facilities during the term of the Lease, except as such liens may constitute Permitted Encumbrances and subject to any amendments and other documents authorized pursuant to Section 12.01 hereof. The EDA will execute or cause to be executed any and all further instruments required to perfect the lien of this Indenture on the property secured hereby, or to vest in the Trustee the right to receive and apply the revenues and income pledged to the payment or protection and security of the Bonds, and will execute, deliver, file or record any financing statement pursuant to the Uniform Commercial Code if such filing, registration or recording shall be necessary or convenient to effect, protect or confirm the pledge and lien of this Indenture. The City shall pay all fees and expenses in connection with the preparation of such documents and all filing and registration taxes and fees in connection therewith. 588140v1BR291-398 28 ARTICLE VII Remedies on Default Section 7.01. Events of Default. Each of the following events is hereby defined as, and is declared to be and to constitute, an “Event of Default”: (a) If payment of the principal of any of the Bonds, or any premium thereon, when the same shall become due and payable, whether at maturity or proceedings for redemption, declaration or otherwise, shall not be made; or (b) If payment of any interest on the Bonds when the same shall become due and payable (in which case interest shall be payable to the extent permitted by law on any overdue installments of interest, in each case at the interest rate borne by the Bonds in respect of which such interest is overdue) shall not be made; or (c) If the EDA shall default in the due and punctual performance of any of the other covenants, conditions, agreements and provisions contained in the Bonds or in this Indenture, or in any indenture supplemental hereto on the part of the EDA to be performed, and such default shall have continued for a period of 60 days after written notice, specifying such default and requiring the same to be remedied, shall have been given to the EDA and to the City by the Trustee, or if such notice is given to the Trustee, the EDA and the City by the Owners of not less than 25% in principal amount of the Bonds then Outstanding; or (d) If any “event of default” as that term is defined in the Lease shall occur and be continuing. Section 7.02. Acceleration of Maturity. Upon the occurrence of an Event of Default, the Trustee may, and upon written request of the Owners of 25% in aggregate principal amount of Bonds Outstanding hereunder shall, by notice in writing delivered to the EDA and the City, declare the principal of all Bonds hereby secured then Outstanding and the interest accrued thereon immediately due and payable. Section 7.03. Enforcement of Covenants and Conditions. In any case of Default or breach of any of the covenants and conditions of this Indenture, or to protect the Trust Estate, the Trustee, anything herein contained to the contrary notwithstanding and without any request from any Owner (subject, however, to the provisions of Section 8.06 hereof), may take such action or actions for the enforcement of its rights and the rights of the Owners and the rights of the EDA under the Ground Lease or the Lease as provided therein. Upon the happening and continuance of an Event of Default, the Trustee may, and upon the written request of the Owners of not less than a majority in aggregate principal amount of Outstanding Bonds the Trustee shall, proceed forthwith by suit or suits at law or in equity or by any other appropriate remedy to enforce payment of the Bonds, to enforce application to such 588140v1BR291-398 29 payment of the funds, revenues and income appropriated thereto by this Indenture and by the Bonds, to enforce rights of the EDA under the Ground Lease and the Lease, and to pursue any such other appropriate legal or equitable remedy as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of its rights or any of the rights of the Owners. Notwithstanding the foregoing, the Trustee need not proceed upon any such written request of the Owners, as aforesaid, unless such Owners shall have offered to the Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby. Section 7.04. Appointment of Receivers. Upon the occurrence of an Event of Default, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and the Owners of Bonds under this Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Trust Estate and of the revenues, issues, payments and profits thereof, pending such proceedings, with such powers as the court making such appointment shall confer. Section 7.05. Application of Moneys. All moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Indenture, the Lease or the Ground Lease shall, after payment of the cost and expenses of the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Trustee (including, but not limited to, fees and expenses incurred to date by the Trustee and which are unpaid), be deposited in the Bond Fund, and all moneys then held hereunder, including but not limited to moneys in the Bond Fund, shall be applied as follows: (a) Unless the principal of all the Bonds shall have become or shall have been declared due and payable, all such moneys shall be applied: FIRST: To the payment to the persons entitled thereto of all installments of interest then due on the Bonds, in the order of the maturity of the installments of such interest, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or privilege; and SECOND: To the payment to the persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of this Indenture), in the order of their due dates, and, if the amount available shall not be sufficient to pay in full the Bonds due on any particular date, then to the payment ratably, according to the amount of principal due on such date, to the persons entitled thereto without any discrimination or privilege. 588140v1BR291-398 30 (b) If the principal of all the Bonds shall have become due or shall have been declared due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or privilege. (c) If the principal of all the Bonds shall have been declared due and payable, and if such declaration shall thereafter have been rescinded and annulled under the provisions of this Article, then, subject to the provisions of paragraph (b) of this Section in the event that the principal of all the Bonds shall later become due or be declared due and payable, the moneys shall be applied in accordance with the provisions of paragraph (a) of this Section. Whenever moneys are to be applied by the Trustee pursuant to the provisions of this Section, such moneys shall be applied by it at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an interest payment date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such dates shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date, and shall not be required to make payment to the Owner of any unpaid Bond until such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. Whenever all Bonds and interest thereon have been paid under the provisions of this Section and all expenses and charges of the Trustee and the EDA have been paid, any balance remaining shall be paid to the persons entitled to receive the same; if no other person shall be entitled thereto, then the balance shall be paid to the City. Section 7.06. Right of Trustee to Act Without Possession of Bonds. All rights of action (including the right to file proof of claim) under this Indenture, the Lease, the Ground Lease or the Bond Resolution, or under any of the Bonds, may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceeding relating thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its name as Trustee, without the necessity of joining as plaintiffs or defendants any Owners of the Bonds hereby secured, and any recovery of judgment shall be for the equal benefit of the Owners of the Outstanding Bonds, subject to the provisions of Section 6.02 hereof with respect to extended Bonds and claims for interest. Section 7.07. Power of Majority of Owners. Anything in this Indenture to the contrary notwithstanding, the Owners of a majority in aggregate principal amount of Bonds Outstanding hereunder shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the method and place of conducting all proceedings to be 588140v1BR291-398 31 taken under this Indenture, the Lease, the Ground Lease, and the Bond Resolution; provided that such direction shall not be otherwise than in accordance with the provisions of applicable law and that the Trustee shall be indemnified as provided in Section 8.06 and provided further that the Trustee may refuse to follow any direction that conflicts with law or this Indenture, is unduly prejudicial to the rights of other Owners, or would subject the Trustee to personal liability. Section 7.08. Limitation on Suits by Owners. No Owner of any Bond shall have any right to institute any suit, action or proceeding at law or in equity for the enforcement of this Indenture, or for the execution of any trust hereof or for any other remedy hereunder, unless a Default has occurred of which the Trustee has been notified or of which it is deemed to have notice; nor unless also such Default shall have become an Event of Default and the Owners of a majority in aggregate principal amount of Bonds Outstanding hereunder shall have made written request to the Trustee and shall have offered it reasonable opportunity either to proceed to exercise the powers granted herein or to institute such action, suit or proceeding in its own name; nor unless also they shall have offered to the Trustee indemnity as provided in Section 8.06; and such notification, request and offer of indemnity are hereby declared in every such case at the option of the Trustee to be conditions precedent to the execution of the powers and trusts of this Indenture, and to any action or cause of action for enforcement or for any other remedy hereunder; it being understood and intended that no one or more Owners of the Bonds shall have any right in any manner whatsoever to affect, disturb, or prejudice the lien of this Indenture by their action or to enforce any right hereunder except in the manner herein provided or to prejudice the rights of another Owner or obtain a preference or priority over another Owner, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of the Owners of all Bonds Outstanding hereunder. Nothing in this Indenture shall, however, affect or impair the right of any Owner, which is absolute and unconditional, to enforce and bring suit for the payment of the principal of and interest on any Bond at and after the maturity thereof or the obligations of the EDA to pay from the sources provided herein the principal of and interest on each of the Bonds issued hereunder to the respective Owners thereof at the time and place in said Bonds expressed, in accordance with the terms of the Bonds. Section 7.09. Waiver by Owners. The Trustee, upon the written request of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding hereunder, shall waive any Event of Default hereunder and its consequences, except an Event of Default in the payment of the principal of the Bonds at the date of maturity specified therein; provided, however, that an Event of Default in the payment of interest on the Bonds shall not be waived unless, prior to such waiver, all arrears of interest, and all expenses of the Trustee shall have been paid or shall have been provided for by deposit with the Trustee of a sum sufficient to pay the same. In case of any such waiver, the EDA, the Trustee and the Owners of the Bonds shall be restored to their former positions and rights hereunder respectively. No such waiver shall extend to any subsequent or other Default or any Event of Default or impair any right consequent thereon. Section 7.10. Remedies Cumulative, Delay Not To Constitute Waiver. No remedy by the terms of this Indenture, the Lease, the Ground Lease or the Bond Resolution conferred upon or reserved to the Trustee (or to the Owners) is intended to be exclusive of any other remedy, but 588140v1BR291-398 32 each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any Default or Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Default or Event of Default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. No waiver of any Default or Event of Default hereunder, whether by the Trustee or by the Owners, shall extend to or shall affect any subsequent Default or Event of Default or shall impair any rights or remedies consequent thereon. Section 7.11. Restoration of Rights Upon Discontinuance of Proceedings. In case the Trustee or Owners shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee or Owners, then and in every such case the EDA, the City, the Trustee and the Owners shall be restored to their former positions and rights hereunder with respect to the Trust Estate, and all rights, remedies and powers of the Trustee or Owners shall continue as if no such proceedings had been taken. 588140v1BR291-398 33 ARTICLE VIII Concerning the Trustee Section 8.01. Acceptance of Trust and Prudent Performance Thereof. The Trustee, prior to the occurrence of an Event of Default and after the curing of all such Events of Default as may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. During the existence of any Event of Default which has not been cured, the Trustee shall exercise such rights and powers, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. The Trustee shall not be required to take notice or be deemed to have notice of any Default or Event of Default hereunder except Default in the deposits or payments specified, or failure by the EDA or the City to file with it any of the documents required or to deposit with it evidence of the insurance policies required hereunder or under the Lease, unless the Trustee shall be specifically notified in writing of such Default or Event of Default by the City, by the EDA or by the Owners of at least 25% in aggregate principal amount of Bonds Outstanding hereunder, and in order to be effective, all notices or other instruments required by this Indenture to be delivered to the Trustee must be delivered at the office of the Trustee, and in the absence of such notice so delivered, the Trustee may conclusively assume that there is no Default or Event of Default except as aforesaid. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (a) prior to an Event of Default hereunder, and after the curing of all such Events of Default which may have occurred: (1) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and to the correctness of the opinions expressed therein, upon any certificate or opinion furnished to the Trustee conforming to the requirements of this Indenture; and (b) at all times, regardless of whether or not any Event of Default shall exist: 588140v1BR291-398 34 (1) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts, (2) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than a majority in aggregate principal amount of all the Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture; (3) the Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees, and shall not be answerable for the conduct of the same appointed by the Trustee in the exercise of due care, and shall be entitled to advice of counsel concerning its duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with trusts hereof, and (4) any action taken, or omitted to be taken, by the Trustee in good faith pursuant to this Indenture upon the request or authority or consent of any person who, at the time of making such request or giving such authority or consent, is the Owner of any Bond shall be conclusive and binding upon all future Owners of Bonds and upon Bonds executed and delivered in exchange therefor or in place thereof. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur individual financial liability in the performance of any of its duties or in the exercise of any of its rights or powers. Section 8.02. Trustee May Rely Upon Certain Documents and Opinions. Except as otherwise provided in Section 8.01, (a) the Trustee may rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties or to have been prepared and furnished pursuant to any of the provisions of this Indenture; and the Trustee shall be under no duty to make any investigation as to any statement or opinion contained in any such instance, but may accept the same as conclusive evidence of the trust and accuracy of such statement or the correctness of such opinions; (b) any request, direction, election, order, certification or demand of either of the EDA or the City shall be sufficiently evidenced by an instrument signed by an Authorized Officer of the EDA or the City, as the case may be (unless otherwise in this 588140v1BR291-398 35 Indenture specifically prescribed), and any resolution of the EDA or the City may be evidenced to the Trustee by a Certified Resolution; (c) the Trustee may consult with counsel (who may be counsel for the EDA or the City) and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel; and (d) whenever, in the administration of the trusts of this Indenture, the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by a Certificate of the EDA or the City, and such Certificate shall, in the absence of negligence or bad faith on the part of the Trustee, be full warrant to the Trustee for any action taken or suffered by it under the provisions of this Indenture upon the faith thereof. Section 8.03. Trustee Not Responsible for Indenture Statements, Validity. The Trustee shall not be responsible for any recital or statement herein, or in the Bonds (except in respect of the Certificate of the Trustee endorsed on the Bonds), or for the validity of the execution by the EDA of this Indenture or the validity or execution of the Ground Lease, the Lease or the Bond Resolution or of any supplemental instrument, or for the sufficiency of the security of the Bonds issued hereunder or intended to be secured hereby, or for the value or title of any of the Trust Estate, or otherwise as to the maintenance of the security hereof, or for the application of the Bond proceeds, for the use or application of any property or moneys released or paid out in accordance with the provisions of this Indenture, the Ground Lease or the Lease; and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenant, condition or agreement on the part of the EDA or the City except as herein set forth, but the Trustee may require of the EDA and the City full information and advice as to the performance of the covenants, conditions and agreements aforesaid and of the condition of the physical property included in the Trust Estate. The Trustee shall not be accountable for the use of any Bonds authenticated or delivered hereunder. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Bonds. Section 8.04. Limits on Duties and Liabilities of Trustee. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee and the Trustee shall be answerable only for its own negligence or willful misconduct. The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. Section 8.05. Money Held in Trust. Money held by the Trustee hereunder is held in trust but need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the EDA or the City. 588140v1BR291-398 36 Section 8.06. Obligation of Trustee. The Trustee shall be under no obligation to institute any suit, or to take any proceeding under this Indenture, or to enter any appearance or in any way defend in any suit in which it may be defendant, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder, until it shall have received indemnity satisfactory to the Trustee for repayment of all costs and expenses, outlays and counsel fees and other reasonable disbursements in connection therewith and against all risk and liability; the Trustee may, nevertheless, begin suit, or appear in and defend suit, or do anything else in its judgment proper to be done by it, without assurance of reimbursement or indemnity, and in such case the Trustee shall be reimbursed for all costs and expenses, outlays and counsel fees and other reasonable disbursements properly incurred in connection therewith. If the City shall fail to make such reimbursement, the Trustee may reimburse itself from any moneys in its possession under the provisions of this Indenture and shall be entitled to a preference therefor over any of the Bonds Outstanding hereunder. Section 8.07. Notice to Owners, Etc. The Trustee shall give to the Owners of the Bonds whose names and addresses are known to it written notice of all Events of Default known to the Trustee by virtue of actual knowledge of a Responsible Officer, within 60 days after the occurrence of the Event of Default, unless the Event of Default has been cured before the giving of such notice; provided that, except in the case of Events of Default in the payment of principal of or interest on any of the Bonds, the Trustee shall be protected in withholding such notice if and so long as its board of directors, an executive committee or trust committee of directors or chief executive officer of the Trustee in good faith determines that the withholding of such notice is in the interest of the Owners; and further provided that no such notice shall be given unless and until any Default becomes an Event of Default. The Trustee shall notify any rating agency then maintaining a rating on the Outstanding Bonds (i) not less than 10 Business Days in advance of the execution of any supplement, amendment or change to any financing documents; (ii) upon any deficiency in any fund or account held by the Trustee; (iii) upon a direction from the City to purchase or redeem all or any portion of the Bonds; (iv) upon the resignation or petition for removal of the Trustee or the appointment of a successor Trustee; and (v) upon any Event of Default or upon any event, that with notice and/or with the lapse of time, could become an Event of Default under this Indenture or any other transaction document. Section 8.08. Intervention in Judicial Proceedings. In any judicial proceeding to which the EDA or the City is a party and which, in the opinion of the Trustee, based upon an Opinion of Counsel which shall be reasonably satisfactory to the City, has a substantial bearing on the interests of the Owners of Bonds issued hereunder, the Trustee may intervene on behalf of Owners and shall, subject to Section 8.06 hereof, do so if requested in writing by the Owners of at least 25% in aggregate principal amount of Bonds Outstanding hereunder. The rights and obligations of the Trustee under this Section are subject to the approval of the court having jurisdiction in the premises. Section 8.09. Further Investigation by Trustee. The resolutions, opinions, Certificates and other instruments provided for in this Indenture may be accepted by the Trustee as conclusive evidence of the facts and conclusions stated therein and shall be in full warrant, 588140v1BR291-398 37 protection and authority to the Trustee for its actions hereunder; but the Trustee may, in its unrestricted discretion, and shall, if requested in writing so to do by the Owners of not less than 25% in aggregate principal amount of Bonds Outstanding hereunder, cause to be made such independent investigation as it may see fit, and in that event may decline to release any property, or pay over cash, or take other action unless satisfied by such investigation of the truth and accuracy of the matters so investigated. The expense of such investigation shall be paid by the City. Section 8.10. Trustee to Retain Records. The Trustee shall retain all financial statements furnished by the City in accordance with this Indenture or the Lease so long as any of the Bonds shall be Outstanding. Section 8.11. Compensation and Indemnification of Trustee. All advances, counsel fees and other expenses reasonably made or incurred by the Trustee in and about the execution of the trust hereby created and reasonable compensation to the Trustee for its services in the premises shall be paid by the City. The compensation of the Trustee shall not be limited to or by any provision of law in regard to the compensation of trustees of an express trust. If not paid by the City, the Trustee shall have a first lien, with right of payment prior to payment on account of interest on or principal of any Bond issued hereunder, for reasonable compensation, expenses, advances and counsel fees incurred in and about the execution of the trusts hereby created and the exercise and performance of the powers and duties of the Trustee hereunder and for the cost and expense incurred in defending against any liability in the premises of any character whatsoever (unless such liability is adjudicated to have resulted from the negligence or willful misconduct of the Trustee). To the extent permitted by law, the City shall indemnify, defend, protect and hold the Trustee harmless from and against any and all losses, liability, damages, costs or expenses that the Trustee may suffer or incur arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder or the performance of its duties hereunder or under the Lease or the Ground Lease (unless such liability is adjudicated to have resulted from the negligence or willful misconduct of the Trustee). Nothing in this section will be construed to limit or affect any limitations on liability of the City or EDA under State or federal law, including without limitation Minnesota Statutes, Sections 466.04 and 604.02. The payment and indemnification obligations of the City hereunder shall survive the termination of this Indenture, the Lease and the Ground Lease, the payment in full of the Bonds, and the resignation or removal of the Trustee. Section 8.12. Trustee May Hold Bonds. The Trustee and its officers and directors may acquire and own, or become the pledgee of, Bonds and otherwise deal with the EDA or the City in the same manner and to the same extent and with like effect as though it were not Trustee hereunder. Section 8.13. Appointment of Trustee. There shall at all times be a trustee hereunder which shall be an association or a corporation organized and doing business under the laws of the United States or any State thereof, authorized under such laws to exercise corporate trust powers, having a combined capital, surplus and undivided profits of at least Ten Million Dollars ($10,000,000), and subject to supervision or examination by Federal or State authority. If such association or corporation publishes reports of condition at least annually, pursuant to law or to 588140v1BR291-398 38 the requirements of any supervising or examining authority above referred to, then for the purposes of this Section the combined capital, surplus and undivided profits of such corporation shall be deemed to be its combined capital as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, and another association or corporation is eligible, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.16 hereof. Section 8.14. Merger of Trustee. Any corporation or national banking association into which the Trustee or substantially all of its corporate trust business may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its trust business and assets as a whole or substantially as a whole, or any corporation or national banking association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, ipso facto, shall be and become successor trustee hereunder and vested with all of the title to the Trust Estate and all the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 8.15. Resignation or Removal of Trustee. The Trustee may resign and be discharged from the trusts created by this Indenture by giving to the City 30 days’ notice in writing, and to the Owners notice by first class mail at their addresses as set forth on the registration books, of such resignation, specifying a date when such resignation shall take effect. Such resignation shall take effect no earlier than the date on which a successor trustee shall have been appointed as hereinafter provided. Any Trustee hereunder may be removed at any time by an instrument or instruments in writing, appointing a successor to the Trustee so removed, filed with the Trustee and executed by either (i) the EDA and the City, or (ii) the Owners of a majority in principal amount of the Bonds hereby secured and then Outstanding. No resignation or removal of the Trustee or any successor shall be effective until a successor Trustee shall have been appointed and such party shall have accepted the duties of Trustee hereunder. Section 8.16. Appointment of Successor Trustee. In case at any time the Trustee shall resign or shall be removed or otherwise shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or if a public supervisory office shall take charge or control of the Trustee or of its property or affairs, a vacancy shall forthwith and ipso facto be created in the office of such Trustee hereunder, and a successor may be appointed by either (i) the EDA and the City or (ii) the Owners of a majority in principal amount of the Bonds hereby secured and then Outstanding, by an instrument or instruments in writing filed with the Trustee and executed by the EDA and the City or by such Owners, as applicable, notification thereof being given to the City, but in the event the Trustee has been removed by action of the Owners, until a new Trustee shall be appointed by the Owners as herein authorized, the EDA may, subject to the provisions hereof, appoint a Trustee to fill such vacancy. After any appointment by the EDA, the Trustee so appointed shall cause notice of 588140v1BR291-398 39 its appointment to be mailed within 30 days after such appointment to the registered Owners of the Bonds, but any new Trustee appointed by the EDA shall immediately and without further act be superseded by a Trustee appointed in the manner above provided by the Owners of a majority in principal amount of the Bonds whenever such appointment by the Owners shall be made. If, in a proper case, no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Section within 30 days after a vacancy shall have occurred in the office of Trustee, the Owner of any Bond hereby secured or any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Said court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. Section 8.17. Transfer of Rights and Property to Successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the EDA and the City an instrument in writing accepting such appointment hereunder, and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor; but such predecessor shall, nevertheless, on the written request of the EDA or of its successor Trustee execute and deliver an instrument transferring to such successor all the estate, properties, rights, powers and trusts of such predecessor hereunder, and every predecessor Trustee shall deliver all securities and moneys held by it as Trustee hereunder to its successor. Should any assignment, conveyance or instrument in writing from the EDA be required by any successor Trustee for more fully and certainly vesting in such successor Trustee the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor Trustee, any and all such assignments, conveyances and instruments in writing shall, on request, be executed, acknowledged and delivered by the EDA. The resignation of any Trustee and the instrument or instruments removing any Trustee and appointing a successor hereunder, together with all assignments, conveyances and other instruments provided for in this Article shall, at the expense of the City, be forthwith filed and/or recorded by the successor Trustee in each recording office where this Indenture shall have been filed and/or recorded. Section 8.18. Appointment of Successor or Alternate Paying Agents. In the event the initial Trustee shall also have been appointed paying agent for any Bonds, a successor Trustee shall become successor paying agent with respect to such Bonds unless otherwise provided in the instrument appointing such successor Trustee. If any paying agent other than the initial Trustee shall resign or become incapable of acting, or shall be removed under a supplemental indenture entered into pursuant to the terms hereof, the Trustee may appoint a successor paying agent which is a bank or trust company qualified to act as paying agent under the Act and which is willing to accept the office on reasonable and customary terms approved by an Authorized Officer of the City. The Trustee may appoint successor paying agents. “Paying agent” as used in this Section refers to the bank or trust company named in the form of Bond provided for the Bonds in the recitals hereof, where principal of and interest on Bonds may be paid. 588140v1BR291-398 40 ARTICLE IX Concerning the Owners Section 9.01. Execution of Instruments by Owners. Any request, direction, consent or other instrument in writing required by this Indenture to be signed or executed by Owners may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Owners in person or by agent duly appointed by an instrument in writing. Proof of the execution of any such instrument and of the Ownership of Bonds shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee with regard to any action taken by it under such instrument if made in the following manner: (a) The fact and date of the execution by any person of any such instrument may be proved by the certificate of any officer in any jurisdiction who, by the laws thereof, has power to take acknowledgments of deeds to be recorded within such jurisdiction, to the effect that the person signing such instrument acknowledged the execution thereof, or by an affidavit of a witness to such execution. (b) The Ownership of Bonds shall be proved by the registration records kept under the provisions of this Indenture. Nothing contained in this Article shall be construed as limiting the Trustee to the proof above specified, it being intended that the Trustee may accept any other evidence of the matters herein stated which to it may seem sufficient. Section 9.02. Waiver of Notice. Any notice or other communication required by this Indenture to be given by delivery, publication or otherwise to the Owners or any one or more thereof may be waived, at any time before such notice or communication is so required to be given, by a writing mailed or delivered to the Trustee by the Owner or Owners of all of the Bonds entitled to such notice or communication. Section 9.03. Determination of Owner Concurrence. In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are owned by the EDA or the City shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, provided that for the purpose of determining whether the Trustee shall be protected in relying on any such demand, request, direction, consent or waiver only Bonds which the Trustee knows to be so owned shall be disregarded. Bonds so owned which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section if the pledgee certifies to the Trustee the pledgee’s right to vote such Bonds and that the pledgee is not a person directly or indirectly controlling or controlled by or under common control with the EDA or the City. The Trustee may conclusively rely and be protected in relying upon the certifications provided by such pledgee. 588140v1BR291-398 41 Section 9.04. Owners’ Meeting. A meeting of the Owners may be called at any time and from time to time for any of the following purposes: (1) to give any notice to the EDA or to the Trustee, or to give any direction to the Trustee, or to make any request of the Trustee, or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Owners pursuant to any of the provisions of Article VII hereof; (2) to remove the Trustee or appoint a successor Trustee pursuant to the provisions of Article VIII hereof; (3) subject to Article XI hereof, to consent to the execution of an indenture or indentures supplemental hereto; (4) subject to Article XII hereof, to consent to any amendment of the Lease or the Ground Lease or to any instrument supplemental thereto; or (5) to take any other action authorized to be taken by or on behalf of the Owners of any percentage of the Outstanding Bonds under any other provisions of this Indenture or under applicable law. Any Owners’ meeting may be called and held as follows: (a) A meeting of Owners may be held at such place within the City of Brooklyn Center, Minnesota or in the city where the Trustee has its designated office as the Trustee or, in case of its failure to act, the EDA or Owners calling the meeting shall prescribe. (b) Notice of every meeting of Owners, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed, postage prepaid, to each Owner of Bonds and to the City. Any failure of the Trustee to mail such notice, or any defect therein shall not, however, in any way impair or affect the validity of any such meeting. (c) In case at any time the EDA or the City, pursuant to a Certified Resolution, or the Owners of at least 10% in aggregate principal amount of the Bonds then Outstanding, shall have requested the Trustee to call a meeting of the Owners, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have given notice of such meeting within 20 days after receipt of such request, then the EDA or the Owners of Bonds in the amount above specified may call such meeting to take any action authorized in this Section by giving notice thereof as provided in paragraph (b) of this Section. (d) Only an Owner of one or more Bonds or a person appointed as proxy by an instrument in writing of such Owner shall be entitled to vote at or to participate with 588140v1BR291-398 42 their counsel and the representatives of the Trustee, the City or the EDA in such meeting. Each Owner shall be entitled to one vote for each $5,000 in principal amount of Outstanding Bonds held. (e) The Trustee or, in case of its failure to act, the EDA, the City or Owners calling or requesting the meeting, may make such reasonable regulations as it may deem advisable for any meeting of Owners in regard to proof of the holding of Bonds and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. (f) At any meeting of Owners, the presence of persons holding or representing Bonds in an aggregate principal amount sufficient under the appropriate provision of this Indenture to take action upon the business for the transaction of which such meeting was called shall constitute a quorum. Any meeting of Owners duly called pursuant to this Section may be adjourned from time to time by vote of the Owners (or proxies for the Owners) of a majority of the Bonds represented at the meeting and entitled to vote, whether or not a quorum shall be present; and the meeting may be held as so adjourned without further notice. (g) The vote upon any resolution submitted to any meeting of Owners shall be by written ballots on which shall be subscribed the signatures of the Owners of Bonds or of their representatives by proxy and the serial number or numbers of the Bonds held or represented by them. The chair of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Owners shall be prepared by the secretary of the meeting, and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided in paragraph (b) hereof. Each copy shall be signed and verified by the affidavits of the chair and secretary of the meeting and one such copy shall be delivered to the City and the EDA and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. Section 9.05. Revocation by Owners. At any time prior to (but not after) the evidencing to the Trustee of the taking of any action by the Owners of the percentage in aggregate principal amount of the Bonds specified in this Indenture in connection with such action, any Owner of any such Bond may, by filing written notice with the Trustee at its designated office revoke any consent given by such Owner or the predecessor Owner of such Bond. Except as aforesaid, any such consent given by the Owner of any Bond shall be conclusive and binding upon such Owner and upon all future Owners of such Bond and of any Bond issued in exchange therefor or in lieu thereof, irrespective of whether any notation in regard thereto is made upon such Bond. Any 588140v1BR291-398 43 action taken by the Owners of the percentage in aggregate principal amount of the specified in this Indenture in connection with such action shall be conclusively binding upon the EDA, the City, the Trustee and the Owners of all the Bonds. 588140v1BR291-398 44 ARTICLE X Payment, Defeasance and Release Section 10.01. Payment and Discharge of Indenture. If the City or the EDA, their successors or assigns, shall: (a) pay or cause to be paid the principal of and premium, if any, and interest on the Bonds at the time and in the manner stipulated therein and herein, or (b) provide for the payment of principal and premium, if any, of the Bonds and interest thereon by depositing with the Trustee at or at any time before maturity amounts sufficient either in cash or in direct obligations of or obligations fully guaranteed as to principal and interest by the United States of America, the principal and interest on which when due and payable (or redeemable at the option of the holder thereof but not at the option of the issuer thereof) and without consideration of any reinvestment thereof shall be sufficient, to pay the entire amount due or to become due thereon for principal and premium, if any, and interest to maturity of all said Bonds Outstanding, or (c) deliver to the Trustee (1) proof satisfactory to the Trustee that notice of redemption of all of the Outstanding callable Bonds not surrendered or to be surrendered to it for cancellation has been given or waived as provided in Article III hereof, or that arrangements satisfactory to the Trustee have been made insuring that such notice will be given or waived, or (2) a written instrument executed by the EDA and expressed to be irrevocable, authorizing the Trustee to give such notice for and on behalf of the EDA, or (3) file with the Trustee a waiver of such notice of redemption signed by the Owners of all Outstanding callable Bonds, and in any such case, deposit with the Trustee before the date on which such Bonds are to be redeemed, as provided in said Article III, the entire amount of the redemption price, including accrued interest and premium, if any, either in cash or direct obligations of or obligations fully guaranteed as to principal and interest by the United States of America and described below (which do not permit the prior redemption thereof at the option of the issuer) in such aggregate face amount, bearing interest at such rates and maturing at such dates as shall be sufficient to provide for the payment of such redemption price on the date such Bonds are to be redeemed and on such prior dates when principal of and interest on the Outstanding Bonds is due and payable, and surrender to the Trustee for cancellation all Bonds for which payment is not so provided, and shall also pay all other sums due and payable hereunder by the EDA or the City, provided that if Bonds are to be defeased under either paragraph (b) or (c) above, (i) a report by an independent certified public accountant is provided to the Trustee that the money and securities held, together with investment earnings (but without considering any reinvestment of such earnings), will be sufficient to pay, as the same become due upon maturity or earlier redemption, all principal of, premium, if any, and interest on the Bonds which have not then previously been paid, and (ii) an Opinion of Counsel by nationally recognized bond counsel shall be rendered to the Trustee to the effect that the tax-exempt status of interest on the Bonds shall not be impaired thereby 588140v1BR291-398 45 and that the Bonds have been defeased in accordance with this Indenture, then and in that case, all the Trust Estate shall revert to the EDA and the City as their interests may appear, and the entire estate, right, title and interest of the Trustee and of the registered Owners of the Bonds in respect thereof shall thereupon cease, determine and become void; and the Trustee in such case, upon the cancellation of all Bonds for the payment of which cash or securities shall not have been deposited in accordance with the provisions of this Indenture, shall, upon receipt of a written request of the EDA and of a Certificate of the EDA and an Opinion of Counsel as to compliance with conditions precedent, and at the City’s cost and expense, execute to the EDA, or its order, proper instruments acknowledging satisfaction of this Indenture and surrender to the EDA and the City, as their interests appear, all cash and deposited securities, if any (other than cash or securities for the payment of the Bonds and interest thereon), which shall then be held hereunder as a part of the Trust Estate. The investments for a defeasance must consist solely of one or more of the following: (i) cash; (ii) State and Local Government Series issued by the United States Treasury (“SLGs”); (iii) United States Treasury bills, notes and bonds, as traded on the open market; (iv) Zero Coupon United States Treasury Bonds; and (v) Refcorp Interest Strips (stripped by the Federal Reserve Bank of New York). Nothing contained in this Section 10.01 shall be construed to prohibit the defeasance of one or more, but not all, series of Bonds by any of the methods set forth in clause (a), (b) or (c) above, as the same would apply to the particular series of Bonds being discharged. Section 10.02. Bonds Deemed Not Outstanding After Deposits. When there shall have been deposited at any time with the Trustee in trust for the purpose, cash or direct obligations of or obligations fully guaranteed by the United States of America the principal and interest on which shall be sufficient to pay the principal of any Bonds (and premium, if any) when the same become due, either at maturity or otherwise, or at the date fixed for the redemption thereof, and to pay all interest with respect thereto at the due dates for such interest to maturity or to the date fixed for redemption, for the use and benefit of the Owners thereof, then upon such deposit all such Bonds shall cease to be entitled to any lien, benefit or security of this Indenture except the right to receive the funds so deposited, and such Bonds shall be deemed not to be Outstanding hereunder; and it shall be the duty of the Trustee to hold the cash and securities so deposited for the benefit of the Owners of such Bonds, and from and after such date, redemption date or maturity, interest on such Bonds called for redemption shall cease to accrue. Section 10.03. Unclaimed Money To Be Returned. Any moneys deposited with the Trustee pursuant to the terms of this Indenture, for the payment or redemption of Bonds and remaining unclaimed by the Owners of such Bonds on the date fixed for redemption of the same, as the case may be, for a period of 3 years after the due date, shall, upon the written request of the City, and if the EDA or any successor to the obligations of the EDA under this Indenture and the Bonds shall not at the time, to the knowledge of the Trustee, be in default with respect to any of the terms and conditions contained in this Indenture or in such Bonds, be paid to the City, and such Owners of the Bonds shall thereafter look only to the City for payment and then only to the extent of the amounts so received without interest thereon. If the City does not request that the 588140v1BR291-398 46 money be returned to the City, the Trustee shall pay the money over to the State of Minnesota in accordance with applicable law. 588140v1BR291-398 47 ARTICLE XI Supplemental Indentures Section 11.01. Purposes for Which Supplemental Indentures May Be Executed. The EDA, upon resolution, and the Trustee from time to time and at any time, subject to the conditions and restrictions contained in this Indenture, may enter into such indentures supplemental hereto as may or shall by them be deemed necessary or desirable, without the consent of any Owner, for any one or more of the following purposes: (a) To correct the description of any property hereby pledged or intended so to be, or to assign, convey, pledge or transfer and set over to the Trustee, subject to such liens or other encumbrances as shall be therein specifically described, additional property or properties of the EDA or the City for the equal and proportional benefit and security of the Owners of all Bonds at any time issued and Outstanding under this Indenture, subject, however, to the provisions hereinabove set forth with respect to extended Bonds; (b) To add to the covenants and agreements of the EDA in this Indenture other covenants and agreements thereafter to be observed, or to surrender any right or power reserved to or conferred upon the EDA or to or upon any successor; (c) To evidence the succession or successive successions of any other department, agency, body or corporation to the EDA and the assumption by such successor of the covenants, agreements and obligations of the predecessor EDA in the Bonds hereby secured and in this Indenture and in any and every supplemental indenture contained or the succession, removal or appointment of any trustee or paying agent hereunder; (d) To cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indentures which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture or any supplemental indenture as the EDA may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture or any supplemental indenture and which shall not impair the security of the same; and (e) To modify, eliminate and/or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act of 1939, as then amended, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act of 1939, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act of 1939. (f) To provide for the creation of any series of Additional Bonds, as provided in, and subject to the conditions and requirements of, Sections 2.09 through 2.12 hereof. 588140v1BR291-398 48 (g) To amend or modify any provision of this Indenture so long as such amendment or modification does not materially adversely affect the interests of the Owners of the Bonds. Section 11.02. Execution of Supplemental Indenture. The Trustee is authorized to join with the EDA in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained, and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects its rights, duties or immunities under this Indenture. Section 11.03. Modification of Indenture with Consent of Owners. Subject to the terms and provisions contained in this Section, the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, to consent to and approve the execution by the EDA and the Trustee of such indenture or indentures supplemental hereto as shall be deemed necessary or desirable by the EDA for the purpose of modifying, altering, amending, adding to or rescinding in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indenture; PROVIDED, HOWEVER, that nothing herein contained shall permit or be construed as permitting, without the consent of the Owners of all Outstanding Bonds, (a) an extension of the maturity of any Bond issued hereunder, or (b) a reduction in the principal amount of any Bond or the redemption premium or the rate of interest thereon, or (c) the creation of a lien upon or a pledge of revenues ranking prior to or on a parity with the lien or pledge created by this Indenture, or (d) a preference or priority of any Bond or Bonds over any others, or (e) a reduction in the aggregate principal amount of the Bonds required to consent to supplemental indentures or amendments to the Lease or the Ground Lease, to the extent required herein, or (f) a reduction in the aggregate principal amount of the Bonds required to waive an Event of Default. Whenever the EDA shall deliver to the Trustee a resolution of Owners adopted at an Owners’ meeting approved by, or an instrument or instruments purporting to be executed by, the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding, which resolution or instrument or instruments shall refer to the proposed supplemental indenture and shall specifically consent to and approve the execution thereof, the EDA and the Trustee may execute such supplemental indenture without liability or responsibility to any Owner of any Bond, whether or not such Owner shall have consented thereto. If the Owners of not less than a majority in aggregate principal amount of the Bonds Outstanding at the time of the execution of such supplemental indenture shall have consented to and approved the execution thereof as herein provided, no Owner of any Bond shall have any right to object to the execution of such supplemental indenture, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the EDA from executing the same or from taking any action pursuant to the provisions thereof. 588140v1BR291-398 49 Section 11.04. Supplemental Indentures to be Part of Indenture. Any supplemental indenture executed in accordance with any of the provisions of this Article shall thereafter form a part of this Indenture; and all the terms and conditions contained in any such supplemental indenture as to any provisions authorized to be contained therein shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes, and the respective rights, duties and obligations under this Indenture of the EDA, the Trustee and all Owners of Bonds then Outstanding shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such modifications and amendments. Reference to any such supplemental indenture or any of such terms or conditions thereof may be set forth in reasonable and customary manner in the text of the Bonds or in a legend stamped on the Bonds. Section 11.05. Rights of City Unaffected. Anything herein to the contrary notwithstanding, a supplemental indenture under this Article XI which adversely affects the rights of the City under the Lease, the Ground Lease or this Indenture, so long as the Lease, the Ground Lease and this Indenture are in effect, shall not become effective unless and until the City shall have consented to the execution and delivery of such supplemental indenture. The Trustee shall cause notice of the proposed execution and delivery of any such supplemental indenture (to the execution and delivery of which the City has not already consented), 30 days prior to the proposed date of execution and delivery of any such supplemental indenture. Section 11.06. Opinion of Counsel Required. Anything herein to the contrary notwithstanding, no supplemental Indenture may be entered into unless the EDA and the Trustee have received an Opinion of Counsel to the effect that such supplemental Indenture is authorized and permitted by this Indenture, is enforceable against the EDA and the City, and does not adversely affect the tax-exempt status of the interest on the Bonds. 588140v1BR291-398 50 ARTICLE XII Amendments to the Lease and the Ground Lease Section 12.01. Amendments to the Lease and the Ground Lease Not Requiring Consent of Owners. The EDA, the City and the Trustee shall, without the consent of or notice to the Owners, consent to any amendment, change or modification of the Lease or the Ground as may be required (i) by the provisions of the Lease or the Ground Lease or this Indenture, (ii) for the purpose of curing any ambiguity or formal defect or omission, (iii) in connection with the issuance of Additional Bonds as provided herein, or (iv) in connection with any other change in the Lease or the Ground Lease which, in the Opinion of Counsel, does not materially adversely affect the interests of the Trustee or the Owners of the Bonds. Additionally, the City shall have the right to amend Exhibits A and B to the Ground Lease and Exhibits A and D to the Lease to clarify the legal description of the Site and the Excluded Property, as built, or to reflect the legal description of the Site and the Excluded Property plus common elements and limited common elements upon filing of common interest community plat prepared in accordance with Minnesota Statutes, Section 515B.2-1101 upon substantial completion of the structural components and common mechanical systems of the building constituting the Facilities or to reflect a registered land survey of the Site and the Excluded Property and the Trustee is authorized to execute, without the consent of the Holders, or the Issuer, any amendment to the Ground Lease and/or the Lease and any necessary easements, including without limitation easements described in Section 6.5(a)(2) of the Lease, quitclaim deeds or partial releases of the Ground Lease and/or the Lease, and any required consent, approval or other similar document necessary in connection therewith, upon receipt of a certification from the City that such amendments or other documents are not detrimental to the proper conduct of the operations of the City on or in the Site or the Facilities. Section 12.02. Amendments to the Lease and the Ground Lease Requiring Consent of Owners. Except for amendments, changes or modifications as provided in Section 12.01 hereof, neither the EDA, nor the City nor the Trustee shall consent to any other amendment, change or modification of the Lease or the Ground Lease without the written approval or consent of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding given and procured as in this Section provided; provided, however, that no such amendment, change or modification shall ever affect the obligation of the City to make Lease Payments as they become due and payable. If the Owners of not less than a majority in aggregate principal amount of the Bonds Outstanding hereunder at the time of the execution of any such amendment, change or modification shall have consented to and approved the execution thereof as herein provided, no Owner of any Bond shall have any right to object to any of the terms and provisions contained therein, or in the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee, the EDA or the City from executing the same or from taking any action pursuant to the provisions thereof. 588140v1BR291-398 51 Section 12.03. Opinion of Counsel Required. Notwithstanding anything in this Article XII to the contrary, the Lease and the Ground Lease may not be amended unless the EDA and the Trustee have first received an Opinion of Counsel to the effect that the proposed amendment is authorized and permitted by this Indenture, is enforceable against the EDA and the City, and does not adversely affect the tax-exempt status of the interest on the Bonds. 588140v1BR291-398 52 ARTICLE XIII Miscellaneous Section 13.01. Covenants of EDA Bind Successors and Assigns. All the covenants, stipulations, promises and agreements in this Indenture contained, by or in behalf of the EDA, shall bind and inure to the benefit of its successors and assigns, whether so expressed or not. Section 13.02. Immunity of Officers. No recourse for the payment of any part of the principal of or interest on any Bond or for the satisfaction of any liability arising from, founded upon or existing by reason of the issue, purchase or Ownership of the Bonds shall be had against any officer, member or agent of the EDA or the State of Minnesota, as such, all such liability being hereby expressly released and waived as a condition of and as a part of the consideration for the execution of this Indenture and the issuance of the Bonds. Section 13.03. No Benefits to Outside Parties. Nothing in this Indenture, express or implied, is intended or shall be construed to confer upon or to give to any person or corporation, other than the City, the parties hereto and the Owners of the Bonds issued hereunder, any right, remedy or claim under or by reason of this Indenture or any covenant, condition or stipulation thereof; and the covenants, stipulations and agreements in this Indenture are and shall be for sole and exclusive benefit of the City, the parties hereto, their successors and assigns, and the Owners of the Bonds. Section 13.04. Separability of Indenture Provisions. In case any one or more of the provisions contained in this Indenture or in the Bonds shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Indenture, but this Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Section 13.05. Execution of Indenture in Counterparts. This Indenture may be simultaneously executed in several counterparts, each of which, when so executed, shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument. Section 13.06. Headings Not Controlling. The headings of the several Articles and Sections hereof are inserted for the convenience of reference only and shall not control or affect the meaning or construction of any of the provisions hereof. Section 13.07. Notices, etc., to Trustee, EDA, City and Original Purchaser. Any request, demand, authorization, direction, notice, consent of Owners or other document provided or permitted by this Indenture shall be sufficient for any purpose under this Indenture, the Lease or the Ground Lease, when hand delivered or mailed by first class mail, postage prepaid (except as otherwise provided in this Indenture) (with a copy to the other parties) at the following addresses (or such other address as may be provided by any party by notice) and shall be deemed to be effective upon receipt: 588140v1BR291-398 53 To the EDA: Economic Development Authority of Brooklyn Center, Minnesota 6301 Shingle Creek Parkway Brooklyn Center, MN 55430 Attention: Executive Director To the Trustee: Zions Bancorporation 111 W. Washington Street, Suite 1860 Chicago, IL 60602 Attention: _______________________ To the City: City of Brooklyn Center 6301 Shingle Creek Parkway Brooklyn Center, MN 55430 Attn: City Manager To the Original Purchaser: Robert W. Baird & Co., Incorporated 752 Stillwater Road, Suite 3 Mahtomedi, MN 55115 Attn: _________________ 588140v1BR291-398 S-1 IN WITNESS WHEREOF, the EDA has caused this Indenture to be signed in its name by its duly authorized officers and Zions Bancorporation, as Trustee, to evidence its acceptance of the trust hereby created, has caused this Indenture to be signed in its name by authorized officers of the Trustee, all as of the day and year first above written. ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA By Its President By Its Executive Director 588140v1BR291-398 S-2 ZIONS BANCORPORATION as Trustee By Its 0 = 1 ""445095v7 JSB VC115-148 445095v7 JSB VC115-148 588140v1BR291-398 A-1 EXHIBIT A DRAW REQUEST NO. __________ LEASE REVENUE BONDS (LIQUOR STORE PROJECT), SERIES 2019B The undersigned, a duly authorized City Representative pursuant to that certain Trust Indenture, dated as of September 1, 2019 (the “Indenture”), between the Economic Development Authority of Brooklyn Center, Minnesota and Zions Bancorporation (the “Trustee”) hereby requests and directs the Trustee to make the disbursements to the persons and in the amounts set forth below from the Project Fund pursuant to and in accordance with the provisions of Section 4.04 of the Indenture: Payee Purpose or Work Performed Amount Percentage Attributable to Project Costs The undersigned certifies to the Trustee that each obligation, item of cost or expense mentioned above has been properly incurred, is an item of Project Cost and is a proper charge against the Project Fund and has not been the basis of any previous withdrawal. The undersigned certifies to the Trustee that no obligation, item of cost or expense mentioned above has been incurred in connection with the construction of the Excluded Portion of the building constituting the Facilities. Dated: ________________ CITY OF BROOKLYN CENTER, MINNESOTA By: ________________________________ City Representative 0 = 1 ""445095v7 JSB VC115-148 445095v7 JSB VC115-148 588140v1BR291-398 B-1 EXHIBIT B FORM OF SERIES 2019B BOND UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF BROOKLYN CENTER ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN CENTER, MINNESOTA No. R______ $___________ Lease Revenue Bond (Liquor Store Project), Series 2019B Interest Rate Maturity Date of Original Issue CUSIP February 1, ______ September __ 2019 Registered Owner: CEDE & CO. Principal Amount: The ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA, a public body corporate and politic and political subdivision of the State of Minnesota (the “EDA”), for value received, hereby promises to pay, but solely from the sources hereinafter described, to the Registered Owner specified above or registered assigns, the Principal Amount set forth above on the Maturity date specified above, upon the presentation and surrender hereof, and to pay to the Registered Owner hereof interest on such Principal Amount from such sources at the Interest Rate specified above from the Date of Original Issue set forth above, or the most recent interest payment date to which interest has been paid or duly provided for as specified below, on February 1 and August 1 of each year, commencing August 1, 2020, until said principal amount is paid. Interest shall be computed on the basis of a 360 day year composed of 12 30-day months and shall be payable 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 month preceding such Interest Payment Date at such person’s address set forth on the registration books maintained by the Trustee hereinafter designated. Principal and the redemption price are payable in lawful money of the United States of America at the office of Zions Bancorporation, Chicago, Illinois, as Trustee under the Indenture hereinafter described or of its successor as Trustee. Interest shall be paid on each interest payment date by check or draft mailed to the person in whose name this Bond is registered at the close of business on the 15th day of the month immediately preceding such interest payment date (whether or not a business day) at the Owner’s address set forth on the registration records maintained by the Trustee. Any 0 = 1 ""445095v7 JSB VC115-148 445095v7 JSB VC115-148 588140v1BR291-398 B-2 such interest not punctually paid or provided for will cease to be payable on such regular record dates and such defaulted interest may be paid to the person in whose name this Bond is registered at the close of business on a special record date for the payment of such defaulted interest established by the Trustee pursuant to the Indenture. Notwithstanding any other provisions of this Bond, so long as this Bond is registered in the name of Cede & Co., as nominee of The Depository Trust Company, or in the name of any other nominee of The Depository Trust Company or other securities depository, the Trustee shall pay all principal of and interest on this Bond, and shall give all notices with respect to this Bond, only to Cede & Co. or other nominee in accordance with the operational arrangements of The Depository Trust Company or other securities depository as agreed to by the EDA. This Bond is issued pursuant to Minnesota Statutes, Section 465.71, Sections 469.001 to 469.047, Sections 469.090 to 469.1082, Chapter 471, and Chapter 475, as amended (collectively, the “Act”), and in conformity with the provisions, restrictions and limitations thereof. This Bond does not constitute or give rise to a charge against the general credit or properties or taxing powers of the EDA or the City of Brooklyn Center, Minnesota (the “City”) and does not grant to the Owner of this Bond any right to have the EDA or the City levy any taxes or appropriate any funds for the payment of the principal hereof or interest hereon, nor is this Bond a general obligation or a pecuniary liability of the EDA or the City or the individual officers or agents thereof. This Bond does not constitute an indebtedness of the EDA or the City, within the meaning of any state constitutional provision, statutory or charter limitation. This Bond and interest hereon are payable solely from Lease Payments to be paid by the City pursuant to a Lease-Purchase Agreement dated as of September 1, 2019 (the “Lease”), from the EDA to the City or other moneys held by the Trustee in a Fund or Account appropriated to the payment of the Bonds of this series under the Trust Indenture dated as of September 1, 2019 (the “Indenture”). THE OBLIGATION OF THE CITY TO MAKE LEASE PAYMENTS PURSUANT TO THE LEASE IS SUBJECT TO ANNUAL APPROPRIATION BY THE CITY COUNCIL OF THE CITY. IN THE EVENT THE CITY COUNCIL DETERMINES NOT TO APPROPRIATE MONEYS FOR THE PAYMENT OF LEASE PAYMENTS DUE IN A FISCAL YEAR, THE LEASE WILL TERMINATE AT THE END OF THE THEN-CURRENT FISCAL YEAR, AND THE CITY WILL HAVE NO FURTHER OBLIGATION TO MAKE LEASE PAYMENTS PURSUANT TO THE LEASE. This Bond is one of a duly authorized series of special, limited obligation Bonds (the “Series 2019B Bonds”) in an aggregate principal amount of $2,620,000, in denominations of $5,000 or integral multiples thereof not exceeding the principal amount maturing in any year, and numbered from R-1 upwards, and of like tenor and effect except as to serial number, denomination, interest rate, maturity and right of prior redemption, all of which have been authorized by law to be issued and have been issued or are to be issued by the EDA pursuant to a Bond Resolution adopted by the EDA on August 12, 2019 (the “Bond Resolution”), to provide financing for the acquisition and construction of the Site and Facilities described in the Lease. The Series 2019B Bonds are equally and ratably secured by the Indenture and the Lease. Pursuant to the Indenture, the EDA has assigned to the Trustee all of its right, title and interest 0 = 1 ""445095v7 JSB VC115-148 445095v7 JSB VC115-148 588140v1BR291-398 B-3 (other than certain rights to indemnity and payment of expenses) in and to the Lease and the Ground Lease dated as of September 1, 2019 (the “Ground Lease”) from the City to the EDA. Reference is hereby made to the Ground Lease, the Lease, the Indenture, the Bond Resolution, and any amendments or supplements thereto for a description and limitation of the property, revenues and funds pledged and appropriated to the payment of the Series 2019B Bonds, the nature and extent of the security thereby created, the rights of the Owners of the Series 2019B Bonds, the rights, duties and immunities of the Trustee, and the rights, immunities and obligations of the EDA and the City thereunder. Certified copies of the Bond Resolution and executed counterparts of the Indenture, the Ground Lease and the Lease are on file at the office of the Trustee. The Series 2019B Bonds are subject to extraordinary redemption on any Business Day in whole or in part in certain events of damage to or destruction or condemnation of the Site or the Facilities, or change of law as provided in the Lease, at a redemption price equal to par plus accrued interest. The Series 2019B Bonds maturing on or after February 1, 202__ are subject to optional redemption, at the election of the City, in whole or in part, and if in part in such manner as the City shall determine, on August 1, 202__ and any date thereafter, at a redemption price of par plus accrued interest. Notice of any such redemption, shall be given to the registered Owner of each such Series 2019B Bond by first class mail, addressed to the Owner’s registered address, not later than 30 days prior to the date fixed for redemption. The Trustee may provide a conditional notice of redemption upon the direction of the EDA or the City. If a conditional notice of redemption has been provided and the conditions are not satisfied, such notice of redemption shall be of no force and effect and the Bondholders shall be restored to their former positions as though no such notice of redemption had been delivered. On or prior to the date fixed for redemption, funds shall be deposited with the Trustee sufficient to pay the Series 2019B Bonds called and accrued interest thereon, plus any premium required. Upon the happening of the above conditions, Series 2019B Bonds thus called shall not bear interest on or after the call date and, except for the purpose of payment from the funds so deposited, shall no longer be protected by the Indenture. This Bond is transferable, as provided in the Indenture, only upon the registration records maintained by the Trustee by the Registered Owner hereof in person or by the Owner’s duly authorized attorney, upon surrender of this Bond for transfer at the office of the Trustee, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Registered Owner hereof or the Owner’s duly authorized attorney, and, upon payment of any tax, fee or other governmental charge required to be paid with respect to such transfer, one or more Series 2019B Bonds of the same maturity, aggregate principal amount and interest rate will be issued to the designated transferee or transferees. The Series 2019B Bonds are issuable only as fully registered bonds without coupons in denominations of $5,000 or any integral multiple thereof not exceeding the principal amount maturing in any year. As provided in the Indenture and subject to certain limitations set forth therein, the Series 2019B Bonds are exchangeable for a like aggregate principal amount of Series 0 = 1 ""445095v7 JSB VC115-148 445095v7 JSB VC115-148 588140v1BR291-398 B-4 2019B Bonds of the same maturity and interest rate, of different authorized denominations, as requested by the Registered Owner or the Owner’s duly authorized attorney upon surrender thereof to the Trustee. In case an Event of Default as defined in the Indenture or the Lease occurs, the principal of this Bond and all other Series 2019B Bonds Outstanding may be declared or may become due and payable prior to the stated maturity hereof in the manner and with the effect and subject to the conditions provided in the Indenture, but no Owner of any Series 2019B Bond shall have any right to enforce the provisions of the Indenture, the Lease, the Ground Lease except as provided in the Indenture. With the consent of the EDA and the Trustee, and to the extent permitted by and as provided in the Indenture, the terms and provisions of the Indenture, the Lease, the Ground Lease, or of any instrument supplemental thereto, may be modified or altered by the assent or authority of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding thereunder. IT IS HEREBY CERTIFIED AND RECITED, and the EDA has found, that all acts, conditions and things required to be done precedent to and in the issuance of this Bond and the series of which it is a part have been properly done, have happened and have been performed in regular and due time, form and manner as required by law; and that this Bond and the series of which it is a part does not constitute a debt of the EDA within the meaning of any constitutional, or statutory limitation. This Bond shall not be valid or become obligatory for any purpose until it shall have been authenticated by the execution of the certificate hereon endorsed by the Trustee under the Indenture. 0 = 1 ""445095v7 JSB VC115-148 445095v7 JSB VC115-148 588140v1BR291-398 B-5 IN WITNESS WHEREOF, the Economic Development Authority of Brooklyn Center, Minnesota has caused this Bond to be executed in its name by the facsimile signatures of its duly authorized officers, all as of the Date of Original Issue specified above. ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYNN CENTER, MINNESOTA (Facsimile) Chair (Facsimile) Executive Director Date: (Form of Trustee’s Certificate) This is one of the Bonds described in the within mentioned Indenture. ZIONS BANCORPORATION Date: By Authorized Signature 0 = 1 ""445095v7 JSB VC115-148 445095v7 JSB VC115-148 588140v1BR291-398 B-6 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please Print or Typewrite Name and Address of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints _______________________________________ attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: ____________________________________ Please Insert Social Security Number or Other Identifying Number of Assignee ____________________________________ Notice: The signature to this assignment must correspond with the name as it appears on the face of this Bond in every particular, without alteration or any change whatever. SIGNATURE GUARANTEED: _____________________________________ Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or Participation in STAMP or such other “signature guaranty program” as may be determined by the Trustee in addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 0 = 1 ""445095v7 JSB VC115-148 445095v7 JSB VC115-148 588140v1BR291-398 B-7 PROVISIONS AS TO REGISTRATION The ownership of the principal of and interest on the within Bond has been registered on the books of the Trustee in the name of the person last noted below. Signature of Date of Registration Registered Owner Trustee Cede & Co. _________________ Federal ID #______ ____________________ E conomic Development Authority City Hall - C ouncil Chambers A ugust 12, 2019 AGE NDA 1.C all to Order The C ity Council requests that attendees turn off cell phones and pagers during the meeting. A copy of the full City Council packet, including E D A (Economic Development Authority ), is available to the public . The packet ring binder is located at the entranc e of the council chambers. 2.Roll Call 3.Approval of Consent Agenda The following items are considered to be routine by the Ec onomic Development Authority (E D A ) and will been acted by one motion. There will be no separate discussion of these items unless a Commissioner so requests, in whic h event the item will be removed from the c onsent agenda and considered at the end of C ommission Consideration I tems. a.A pproval of Minutes - Motion to approve minutes from July 22, 2019 4.C ommission C onsideration Items a.Resolution Awarding the S ale of, and Providing the F orm, Terms, Covenants and Directions for the I ssuance of, L ease Revenue B onds (Municipal L iquor S tore P roject), Series 2019B - Motion to approve a resoluti on of the Economic Development Authority of Brooklyn Center awarding the sale of, and providing the form, terns, covenants and directions for the issuance of, Lease Revenue Bonds (Muni cipal Liquor Store Project), Series 2019B. 5.Adjournment ED A ITEM MEMORAN D U M DAT E:8/12/2019 TO :C urt Bo ganey, C ity Manager T HR O UG H:Dr. R eggie Ed wards, Deputy C ity Manager F R O M:Barb S uc iu, C ity C lerk S UBJ E C T:Ap p ro val o f Minutes B ackground: S trategic Priorities and Values: O peratio nal Exc ellence AT TAC HME N T S : Desc rip tion Up lo ad Date Typ e July 22 EDA 8/7/2019 Bac kup Material 07/22/19 -1- DRAFT MINUTES OF THE PROCEEDINGS OF THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN CENTER IN THE COUNTY OF HENNEPIN AND THE STATE OF MINNESOTA REGULAR SESSION JULY 22, 2019 CITY HALL – COUNCIL CHAMBERS 1. CALL TO ORDER The Brooklyn Center Economic Development Authority (EDA) met in Regular Session called to order by President Mike Elliott at 10:15 p.m. 2. ROLL CALL President Mike Elliott and Commissioners April Graves, Kris Lawrence-Anderson, and Dan Ryan. Commissioner Marquita Butler was absent and excused. Also present were Executive Director Curt Boganey, Community Development Director Meg Beekman, City Attorney Troy Gilchrist, and Mary Mullen, TimeSaver Off Site Secretarial, Inc. 3. APPROVAL OF AGENDA AND CONSENT AGENDA Commissioner Lawrence-Anderson moved, and Commissioner Ryan seconded to approve the Agenda and Consent Agenda, and the following item was approved: 3a. APPROVAL OF MINUTES 1. July 8, 2019 – Regular Session 3b. RESOLUTION NO. 2019-15 APPROVING A TIF DEVELOPMENT AGREEMENT WITH BROOKLYN CENTER AH I, LLLP Motion passed unanimously. 4. COMMISSION CONSIDERATION ITEMS 4a. RESOLUTION NO. 2019-16 APPROVING THE PURCHASE AGREEMENT AND CONVEYANCE OF CERTAIN PROPERTY TO COALITION DEVELOPMENT, LLC Ms. Beekman reviewed a potential purchase agreement with Coalition Development for four parcels of land totaling 1.79 acres owned by the Economic Development Authority (EDA) at Brooklyn Boulevard and 61 st Avenue N, which is currently zoned R1, C1, and PUD C2. She added the EDA’s investment to date is $632,098, and bids are currently out for the demolition of 07/22/19 -2- DRAFT a structure on one of the properties. The EDA’s total investment amount will be adjusted when demolition bids are received. Ms. Beekman stated the developer, Coalition Development, is proposing a 113-unit 4-story mixed-income multi-family residential development. She added the City has a preliminary agreement with Coalition Development for this potential project. She noted City staff recommends approval of the Resolution approving the Purchase Agreement. Commissioner Graves moved, and Commissioner Ryan seconded to open the Public Hearing at 10:20 p.m. Motion passed unanimously. There were no comments. Commissioner Ryan moved, and Commissioner Graves seconded to close the Public Hearing at 10:21 p.m. Motion passed unanimously. Commissioner Ryan moved, and Commissioner Butler seconded to approve RESOLUTION NO. 2019-16 Approving the Purchase Agreement and Conveyance of Certain Property to Coalition Development, LLC. Motion passed unanimously. 4b. RESOLUTION NO. 2019-17 APPROVING AN OPTION AGREEMENT AND ACQUISITION OF CERTAIN PROPERTY LOCATED AT 6100 SHINGLE CREEK PARKWAY Ms. Beekman reviewed the potential acquisition of a 9-acre property at 6100 Shingle Creek Parkway that is currently zoned C2 Commerce. The EDA owns approximately 35 acres nearby and is in the process of developing a Master Plan for this property. A former Target Store on this property closed in 2018 and communicated a purchase price of $4 million. Acquisition of the property ensures the site will not be used in an interim in a manner that is detrimental to the Master Plan. Ms. Beekman requested City Council consideration of an Option Agreement that would give the City the option to purchase the property for $3.6 million. An option deposit of $25,000 would be due upon signing and would be fully refundable except nominal fees. Ms. Beekman stated City Staff is in the process of determining TIF eligibility, for a potential future redevelopment district. The property would be purchased “as is,” and the annual cost of maintaining the property would be approximately $25,000, and 2020 property taxes would be $150,000. 07/22/19 -3- DRAFT Ms. Beekman stated TIF District #3 pooled revenue would be the source of funds for this property acquisition. She added City Staff recommends that the EDA adopt the Agreement regarding Acquisition of Certain Property at 6100 Shingle Creek Parkway. Commissioner Graves requested clarification regarding the Option Agreement and what it means. Ms. Beekman stated it is the same as a Purchase Agreement, except it will be less binding. She added the City would have exclusive rights to the property, but also the option to extend the Agreement with additional payment, or execute the Agreement, or cancel it. She noted the Agreement would need to be executed by September 15, 2019. Commissioner Ryan stated this same type of agreement was used when the City purchased the Brookdale Ford property. He added this would give the City some time to determine whether there is ground contamination, about which there has been some concern. Commissioner Ryan moved, and Commissioner Graves seconded to adopt RESOLUTION NO. 2019-17 Approving an Option Agreement and Acquisition of Certain Property Located at 6100 Shingle Creek Parkway. Motion passed unanimously. 5. ADJOURNMENT Commissioner Graves moved, and Commissioner Ryan seconded adjournment of the Economic Development Authority meeting at 10:30 p.m. Motion passed unanimously. ED A ITEM MEMORAN D U M DAT E:8/12/2019 TO :C urt Bo ganey, C ity Manager T HR O UG H:N/A F R O M:Nate R einhard t, F inanc e Direc to r S UBJ E C T:R es o lutio n Award ing the S ale o f, and P ro viding the F orm, Terms , C ovenants and Direc tions fo r the Issuanc e of, Lease R evenue Bo nds (Munic ip al Liq uor S tore P ro ject), S eries 2019B B ackground: T he attached p ro p o s ed res o lutio n autho rizes the EDA to issue Leas e R evenue Bo nds, S eries 2019B in an amo unt not-to -exc eed $2,735,000 fo r the p urp o s es of cons tructing a new liq uor s tore #1 at 1350 S hingle C reek C ro s s ing. T he res olution autho rizes the P res ident and the Executive Direc to r to enter into : A G ro und Lease dated as of S ep tember 1, 2019 with the C ity of Bro o klyn C enter (C ity). T he G round Leas e will allow the EDA to ac quire a leaseho ld interest in a p o rtion of C ity owned p ro p erty at 1350 S hingle C reek C rossing (P ro p erty) whic h is currently b eing c o nstruc ted as a munic ip al liquo r sto re. A Leas e-P urchas e Agreement dated as of S eptemb er 1, 2019 with the C ity, where the C ity will lease the P ro p erty, together with the b uildings, s truc tures o r improvements on the P roperty. A Trus t Ind enture d ated as of S ep temb er 1, 2019 between the E DA and Zions Bank. Under Minnes o ta S tatutes the E DA is autho rized to is s ue revenue b o nds for any o f its c o rp o rate purp o s es and to p led ge thereto inc o me and revenues o f the EDA. T he G ro und Leas e and Leas e-P urc has e Agreement will allo w the EDA to is s ue Leas e R evenue Bo nd s , S eries 2019B to financ e the Municipal Liq uor S tore P rojec t. T he EDA has retained Baker Tilly Munic ipal Advis o rs , LLC , as an independ ent ad vis or to as s ist the EDA in connec tion with the s ale o f the S eries 2019B Bond s on a nego tiated basis to R obert W. Baird & C o . In o rd er to ens ure the b es t execution o f the bond sale, the proposed resolution es tablis hes ac cep table p arameters fo r the b o nd sale and autho rizes the P res id ent and Exec utive Direc tor of the EDA to exec ute the s ale of the Leas e R evenue Bond s in an amo unt not-to -exc eed $2,735,000 and at a true interes t rate not-to- exc eed 3.0%. T he b o nd p ro ceeds will b e us ed to p ay fo r the c os ts of ac q uisition, c o ns truc tio n and equipping o f the C ity’s munic ipal liq uor s tore. O n June 24, 2019 the C ity award ed the b id for the c o nstruc tion of the Munic ip al Liq uor S tore to B2 Builders in the amo unt of $2,219,000. T he to tal es timated b udget inc luding land acquis itio n, d es ign, adminis tration, cons tructio n and furnis hings is es timated at $3.6 million. B udget Issues: As mentio ned previo us ly in the memo , the res o lutio n estab lis hes the maximum p arameters for the b o nd sale of a princ ipal amount of $2,735,000 and a true interest rate no n-to -exc eed 3.0% to p ro vide s o me flexibility fo r the is s uance. Ho wever, preliminary es timates anticipate the principal amount of the b o nd is s ue will be $2,620,000 at an es timated true interes t rate of 2.5%. T he bond s will have an es timated annual p ayment of principal and interes t of $222,000 o ver a p erio d o f 15 years . T he payment will be rep aid fro m Municipal Liquo r S tore revenues. T he C ity was p aying ap p ro ximately $230,000 p er year in rent and c o mmo n area maintenanc e charges at the c urrent loc ation of S tore #1. P ro ceeds fro m the bond s will be received S ep temb er 18th, 2019. T he P reliminary O ffic ial S tatement whic h d es cribes the b o nd s ale in more d etail has been attac hed. S trategic Priorities and Values: S afe, S ecure, S tab le C ommunity AT TAC HME N T S : Desc rip tion Up lo ad Date Typ e R esolution Award ing S ale o f Lease R evenue Bo nds , S eries 2019B 8/8/2019 R es o lutio n Letter P reliminary O ffic ial S tatement - Leas e R evenue Bond s S eries 2019B 8/6/2019 Bac kup Material G ro und Leas e Draft 8/8/2019 Bac kup Material Lease P urc has e Agreement Draft 8/8/2019 Bac kup Material Indenture Draft 8/8/2019 Bac kup Material 603915v2BR291-398 Commissioner _____________________ introduced the following resolution and moved its adoption: EDA RESOLUTION NO.______________ A RESOLUTION AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF, LEASE REVENUE BONDS (MUNICIPAL LIQUOR STORE PROJECT), SERIES 2019B BE IT RESOLVED By the Economic Development Authority of Brooklyn Center, Minnesota (the “EDA”), as follows: Section 1. Recitals. 1.01. The City of Brooklyn Center, Minnesota (the “City”) is authorized by Minnesota Statutes, Section 465.71, as amended, to acquire real and personal property under lease-purchase agreements. 1.02. The EDA is authorized by Minnesota Statutes, Sections 469.001 to 469.047 and 469.090 to 469.1082, Chapter 471, and Chapter 475, as amended (collectively, the “Act”), and specifically Sections 469.034 and 469.035 thereof, to issue revenue bonds for any of its corporate purposes, and to pledge thereto income and revenues of the EDA and pursuant to Minnesota Statutes, Sections 469.091, Subdivision 1, the EDA has the powers of a housing and redevelopment authority under Minnesota Statutes, Sections 469.001 to 469.047. 1.03 Pursuant to the Act, the EDA has formed Housing Development and Redevelopment Project No. 1 (the “Project Area”) and has adopted a Redevelopment Plan (the “Redevelopment Plan”) for the Project Area which sets forth development objectives for the Project Area. A major objective of the Redevelopment Plan is to foster the development and redevelopment of commercial facilities in the Project Area. 1.04. The City has acquired certain property legally described as Lot 5, Block 1, Shingle Creek Crossing 5th Addition, County of Hennepin, State of Minnesota (the “Property”) located in the EDA’s Project Area. 1.05. The City and the EDA propose that pursuant to a Ground Lease dated as of September 1, 2019 (the “Ground Lease”), the EDA will acquire a leasehold interest in the Property, excluding the Excluded Portion (as defined therein) (the “Leased Premises”) from the City, and the EDA will lease such Leased Premises, together with the buildings, structures or improvements now or hereafter located thereon (consisting of the Site and the Facility as defined therein), to the City pursuant to a Lease-Purchase Agreement dated as of September 1, 2019 (the “Lease”). 1.06. Pursuant to a Trust Indenture dated as of September 1, 2019 (the “Indenture”), between the EDA and Zions Bancorporation, National Association, Chicago, Illinois, as trustee 2 603915v2BR291-398 (the “Trustee”), the EDA will issue its Lease Revenue Bonds (Municipal Liquor Store Project), Series 2019B (the “Series 2019B Bonds”) in an approximate aggregate principal amount not to exceed $2,735,000. 1.07. Under the Indenture, proceeds of the Series 2019B Bonds will be used to pay costs of acquisition, construction and equipping of the City’s municipal liquor store (the “Facility”) and the Series 2019B Bonds will be secured by and payable from certain revenues of the EDA including lease payments under the Lease. 1.08. Forms of the Ground Lease, the Lease, the Indenture and the Official Statement for the Series 2019B Bonds and a Continuing Disclosure Certificate of the EDA and the City dated on or after September 1, 2019 (the “Continuing Disclosure Certificate”), have been prepared and submitted to the EDA and are on file with the EDA. Section 2. Sale of Series 2019B Bonds; Terms. 2.01. Municipal Advisor. The EDA has retained Baker Tilly Municipal Advisors, LLC (“Baker Tilly MA”), an independent municipal advisor, to assist the EDA in connection with the sale of the Series 2019B Bonds on a negotiated basis. The Series 2019B Bonds are being sold pursuant to Minnesota Statutes, Section 475.60, subdivision 2, paragraph (9), without meeting the requirements for public sale under Minnesota Statutes, Section 475.60, subdivision 1. 2.02 Sale. The EDA hereby approves the sale of the Bonds to Robert W. Baird & Co., Incorporated (the “Underwriter”) at the purchase price set forth in the Bond Purchase Agreement (the “Bond Purchase Agreement”) dated as of the date hereof. The President and Executive Director of the EDA are hereby authorized and directed to execute the Bond Purchase Agreement on behalf of the EDA for the sale of the Bonds in substantially the form on file on the date hereof. 2.03. Issuance of Bonds. The EDA will forthwith issue and sell the Series 2019B Bonds in a total principal amount of not to exceed $2,735,000, with a true interest cost not to exceed 3.0% and a final maturity not later than February 1, 2036, in the form and upon the terms set forth in the Indenture, which terms are for this purpose incorporated in this resolution and made a part hereof; provided, however, that the initial aggregate principal amounts of and the maturities of the Bonds, the interest rates thereon, and any provisions for the optional or mandatory redemption thereof shall all be as set forth in the final form of the Indenture to be approved, executed and delivered by the officers of the EDA authorized to do so by the provisions of this Resolution, which approval shall be conclusively evidenced by such execution and delivery. The President and Executive Director of the EDA are authorized and directed to prepare and execute the Series 2019B Bonds as prescribed in the Indenture and to deliver them to the Trustee, together with a certified copy of this Resolution and the other documents required by Section 2.08 of the Indenture, for authentication, registration and delivery to the Underwriter. As provided in the Indenture, each Bond shall contain a recital that it is issued pursuant to the Act, and such recital shall be conclusive evidence of the validity and regularity of the issuance thereof. 3 603915v2BR291-398 2.04. Official Statement. A Preliminary Official Statement relating to the Bonds, prepared and delivered on behalf of the EDA by Baker Tilly MA, has been received and is hereby approved. Baker Tilly MA is hereby authorized on behalf of the EDA to prepare and distribute to the Underwriter a final Official Statement listing the offering price, the interest rates, selling compensation, delivery date, and such other information relating to the Series 2019B Bonds required to be included in the Official Statement by Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Act of 1934. The EDA shall deliver to the Underwriter sufficient copies of the Official Statement in accordance with applicable regulatory requirements. The officers of the EDA are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency thereof. Section 3. Approval and Execution of Documents. The Ground Lease, the Lease, the Indenture, the Bond Purchase Agreement and the Continuing Disclosure Certificate, together with any other documents or certifications necessary in connection with the issuance of the Bonds, are hereby approved (collectively, the “Financing Documents”). The President and Executive Director are authorized and directed to execute and deliver the Financing Documents on behalf of the EDA, substantially in the forms on file, but with all such changes therein as shall be approved by the officers executing the same, which approval shall be conclusively evidenced by the execution thereof. Copies of all of the Financing Documents shall be delivered, filed and recorded as provided therein. The President and Executive Director of the EDA are also authorized and directed to execute such other instruments as may be required to give effect to the transactions herein contemplated. Section 4. Revenue Pledge. 4.01. Payment. The Series 2019B Bonds are payable solely from the Lease Payments to be made by the City under the Lease, and from other moneys realized by the Trustee after default or termination of the Lease by the City as provided therein. No property or funds of the EDA, other than the property pledged pursuant to the Indenture is pledged to the payment of the Series 2019B Bonds. Section 5. Authentication of Transcript. 5.01. Bond Transcript. The officers of the EDA are authorized and directed to prepare and furnish to the Underwriter and to the attorneys approving the Series 2019B Bonds, certified copies of proceedings and records of the EDA relating to the Series 2019B Bonds 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 Series 2019B Bonds and such instruments, including any heretofore furnished, may be deemed representations of the EDA as to the facts stated therein. 5.02. Certification as to Official Statement. The Official Statement, as completed and supplemented, and its distribution to potential purchasers of the Series 2019B Bonds, is hereby approved. The President and the Executive Director are authorized and directed to certify that 4 603915v2BR291-398 they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Series 2019B 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. 5.03. Other Certificates. The President and the Executive Director are hereby authorized and directed to furnish to the Underwriter at the closing such certificates as are required as a condition of sale. Unless litigation shall have been commenced and be pending questioning the Series 2019B Bonds or the organization of the City or incumbency of its officers, at the closing the President and the Executive Director shall also execute and deliver to the Underwriter a suitable certificate as to absence of material litigation, and the City Clerk shall also execute and deliver a certificate as to payment for and delivery of the Series 2019B Bonds. Section 6. Miscellaneous. 6.01. Tax-Exempt Obligations. The EDA covenants and agrees with the holders from time to time of the Series 2019B 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 2019B 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 2019B Bonds. 6.02. Qualified Tax-Exempt Obligations. In order to qualify the Series 2019B Bonds as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code, the EDA makes the following factual statements and representations: (a) the Series 2019B Bonds are not “private activity bonds” as defined in Section 141 of the Code; (b) the EDA hereby designates the Series 2019B 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 Authority (and all subordinate entities of the EDA) during calendar year 2019 will not exceed $10,000,000; and (d) not more than $10,000,000 of obligations issued by the EDA during calendar year 2019 have been designated for purposes of Section 265(b)(3) of the Code. 6.03. Procedural Requirements. The EDA 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. 5 603915v2BR291-398 August 12, 2019 Date President The motion for the adoption of the foregoing resolution was duly seconded by Commissioner 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. * Preliminary; subject to change. Th e i n f o r m a t i o n c o n t a i n e d i n t h i s P r e l i m i n a r y O f f i c ia l S t a t e m e n t i s d e e m e d b y t h e A u t h o r i t y a n d t h e C i ty t o b e f i n a l a s o f t h e d a t e h e r e o f ; h o w e v e r , t h e pr i c i n g a n d u n d e r w r i t i n g i n f o r m a t i o n i s s u b j e c t t o co m p l e t i o n o r a m e n d m e n t . U n d e r n o c i r c u m s t a n c e s s h al l t h i s P r e l i m i n a r y O f f i c i a l S t a t e m e n t c o n s t i t u t e an o f f e r t o s e l l o r t h e s o l i c i t a t i o n o f a n o f f e r t o b u y , n o r s h a l l t h e r e b e a n y s a l e o f t h e s e s e c u r i t i es i n a n y ju r i s d i c t i o n i n w h i c h s u c h o f f e r , s o l i c i t a t i o n o r s al e w o u l d b e u n l a w f u l p r i o r t o r e g i s t r a t i o n o r q u a l if i c a t i o n u n d e r t h e s e c u r i t i e s l a w s o f a n y s u c h j u r is d i c t i o n . Preliminary OFFICIAL STATEMENT DATED __________, 2019 NEW ISSUE S&P Rating: _____ BANK QUALIFIED In the opinion of Kennedy & Graven, Chartered, Bond Counsel, based on present federal and Minnesota laws, regulations, rulings and decisions (which excludes any pending legislation which may have a retroactive effect), and assuming compliance with certain covenants, interest to be paid on the Series 2019B Bonds is excluded from gross income for federal income tax purposes and, to the same extent, from taxable net income of individuals, estates and trusts for Minnesota income purposes, and is not a preference item for purposes of computing the federal alternative minimum tax or the Minnesota alternative minimum tax imposed on individuals, trusts, and estates. Such interest is subject to Minnesota franchise taxes on corporations (including financial institutions) measured by income. No opinion will be expressed by Kennedy & Graven, Chartered regarding other state or federal tax consequences caused by the receipt or accrual of interest on the Series 2019B Bonds or arising with respect to ownership of the Series 2019B Bonds. The Series 2019B Bonds will be designated as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, relating to the ability of financial institutions to deduct from income for federal income tax purposes, interest expense that is allocable to carrying and acquiring tax-exempt obligations. See "TAX EXEMPTION" and "OTHER FEDERAL AND STATE TAX CONSIDERATIONS" herein. $2,520,000 * Economic Development Authority of the City of Brooklyn Center, Minnesota Lease Revenue Bonds (Municipal Liquor Store Project), Series 2019B (the “Series 2019B Bonds”) (Book Entry Only) Dated Date: Date of Delivery Interest Due: Each February 1 and August 1, commencing August 1, 2020 The Series 2019B Bonds will mature February 1 in the years and amounts * as follows: Maturity Interest CUSIP Maturity Interest CUSIP (February 1) Amount * Rate Yield _______ (February 1) Amount * Rate Yield _______ 2021 $ 95,000 2029 $175,000 2022 $135,000 2030 $180,000 2023 $140,000 2031 $190,000 2024 $145,000 2032 $195,000 2025 $150,000 2033 $205,000 2026 $155,000 2034 $210,000 2027 $160,000 2035 $215,000 2028 $170,000 The Economic Development Authority of the City of Brooklyn Center, Minnesota (the “Authority”) may elect on February 1, 2028, and on any day thereafter, to redeem Series 2019B Bonds due on or after February 1, 2029 at a price of par plus accrued interest to the date of redemption. The Series 2019B Bonds are also subject to extraordinary redemption as described under “THE SERIES 2019B BONDS – Redemption Provisions – Extraordinary Redemption” herein. The Series 2019B Bonds will be special, limited obligations of the Authority issued pursuant to a Trust Indenture dated as of September 1, 2019 (the “Indenture”) between the Authority and Zions Bancorporation, National Association, Chicago, Illinois, as Trustee (the “Trustee”), and a resolution to be adopted by the governing body of the Authority on August 12, 2019 (the “Resolution”), payable solely from revenues to be received from the City of Brooklyn Center, Minnesota (the “City”) pursuant to a Lease-Purchase Agreement dated as of September 1, 2019 (the “Lease”) between the Authority and the City. The City’s obligation to make Lease Payments under the Lease is subject to non-appropriation. The Series 2019B Bonds shall not constitute a general obligation of the Authority or a charge against the general credit or taxing powers of the Authority, the City, or the State of Minnesota (the “State”). The proceeds of the Series 2019B Bonds will be used by the Authority to (i) finance the acquisition of property for construction and equipping of a new municipal liquor store (the “Project”) and (ii) pay the costs of issuance. The Series 2019B Bonds will be issued as fully registered bonds without coupons and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). DTC will act as securities depository for the Series 2019B Bonds. Individual purchases may be made in book entry form only, in the principal amount of $5,000 and integral multiples thereof. Investors will not receive physical certificates representing their interest in the Series 2019B Bonds purchased (see “Book Entry System” herein). The Trustee will serve as registrar (the “Registrar”) for the Series 2019B Bonds and the Authority will pay for registration services. The Series 2019B Bonds will be available for delivery at DTC on or about September 18, 2019. The Series 2019B Bonds are being offered when, as and if issued and received by Robert W. Baird & Company, Incorporated, Saint Paul, Minnesota and Milwaukee, Wisconsin (the “Underwriter”), subject to prior sale, to withdrawal or modifications of the offer without any notice, and to the opinion as to validity of the Series 2019B Bonds by Kennedy & Graven, Chartered, of Minneapolis, Minnesota. ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN CENTER, MINNESOTA BOARD OF COMMISSIONERS Mike Elliott President Marquita Butler Commissioner April Graves Commissioner Kris Lawrence -Anderson Commissioner Dan Ryan Commissioner EXECUTIVE DIRECTOR Cornelius L. Boganey CITY OF BROOKLYN CENTER, MINNESOTA CITY COUNCIL Mike Elliott Mayor Marquita Butler Council Member April Graves Council Member Kris Lawrence -Anderson Council Member Dan Ryan Council Member CITY MANAGER Cornelius L. Boganey DIRECTOR OF FISCAL AND SUPPORT SERVICES Nathan Reinhardt MUNICIPAL ADVISOR Baker Tilly Municipal Advisors, LLC Saint Paul, Minnesota BOND COUNSEL Kennedy & Graven, Chartered Minneapolis, Minnesota UNDERWRITER Robert W. Baird & Company, Incorporated Saint Paul, Minnesota and Milwaukee, Wisconsin Certain information contained in the Preliminary Official Statement or the Final Official Statement may have been obtained from sources other than records of the Authority and the City and, while believed to be reliable, is not guaranteed as to completeness or accuracy. THE INFORMATION AND EXPRESSIONS OF OPINION IN THE PRELIMINARY OFFICIAL STATEMENT AND THE FINAL OFFICIAL STATEMENT ARE SUBJECT TO CHANGE, AND NEITHER THE DELIVERY OF THE PRELIMINARY OFFICIAL STATEMENT NOR THE FINAL OFFICIAL STATEMENT NOR ANY SALE MADE UNDER EITHER SUCH DOCUMENT SHALL CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE AUTHORITY OR THE CITY SINCE THE RESPECTIVE DATE THEREOF. References herein to laws, rules, regulations, resolutions, agreements, reports and other documents do not purport to be comprehensive or definitive. All references to such documents are qualified in their entirety by reference to the particular document, the full text of which may contain qualifications of and exceptions to statements made herein. Where full texts have not been included as appendices to the Preliminary Official Statement or the final Official Statement, they will be furnished upon request. Any CUSIP numbers for the Series 2019B Bonds included in the final Official Statement are provided for convenience of the owners and prospective investors. The CUSIP numbers for the Series 2019B Bonds are assigned by an organization unaffiliated with the Authority. Neither the Authority nor the Underwriter is responsible for the selection of the CUSIP numbers and makes no representation as to the accuracy thereof as printed on the Series 2019B Bonds or as set forth in the Final Official Statement. No assurance can be given by the Authority that the CUSIP numbers for the Series 2019B Bonds will remain the same after the delivery of the final Official Statement or the date of issuance and delivery of the Series 2019B Bonds. The Underwriter has provided the following sentence for inclusion in this Official Statement: “The Underwriter has reviewed the information in the Official Statement in accordance with, and as part of, their responsibility to investors under the federal securities laws as supplied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.” IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2019B BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. This Official Statement contains statements which, to the extent they are not recitations of historical fact, constitute “forward-looking statements.” In this respect, the words “estimate,” “project,” “anticipate,” “expect,” “intend,” “believe,” and similar expressions are intended to identify forward-looking statements. A number of important factors affecting the City business and financial results could cause actual results to differ from those stated in the forward-looking statements. TABLE OF CONTENTS Page(s) Introductory Statement ....................................................................................................................... 1 Concurrent Financing ......................................................................................................................... 1 Continuing Disclosure ....................................................................................................................... 2 The Series 2019B Bonds .................................................................................................................... 2 Risk Factors ....................................................................................................................................... 5 The Authority ..................................................................................................................................... 7 Authority and Purpose ....................................................................................................................... 7 The Project ......................................................................................................................................... 8 Sources and Uses of Funds ................................................................................................................ 9 Security and Financing ...................................................................................................................... 10 Future Financing ................................................................................................................................ 11 Litigation ............................................................................................................................................ 11 Legality .............................................................................................................................................. 11 Tax Exemption ................................................................................................................................... 11 Other Federal and State Tax Considerations ...................................................................................... 12 Qualified Tax-Exempt Obligations .................................................................................................... 13 Rating ................................................................................................................................................. 13 Municipal Advisor ............................................................................................................................. 13 Certification ....................................................................................................................................... 14 Underwriting ...................................................................................................................................... 14 General and Financial Information Concerning the City ......................................................... Appendix I Proposed Form of Legal Opinion............................................................................................. Appendix II Continuing Disclosure Certificate ............................................................................................ Appendix III Document Summaries .............................................................................................................. Appendix IV Excerpt of the City’s 2018 Comprehensive Annual Financial Report ..................................... Appendix V Site Plan .................................................................................................................................. Appendix VI Floor Plan ................................................................................................................................ Appendix VII * Preliminary; subject to change. - 1 - OFFICIAL STATEMENT $2,520,000* ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN CENTER, MINNESOTA LEASE REVENUE BONDS (MUNICIPAL LIQUOR STORE PROJECT), SERIES 2019B (BOOK ENTRY ONLY) INTRODUCTORY STATEMENT This Official Statement contains information regarding the Economic Development Authority of the City of Brooklyn Center, Minnesota (the “Authority”), the City of Brooklyn Center, Minnesota (the “City”) and the Authority’s issuance of $2,520,000* Lease Revenue Bonds (Municipal Liquor Store Project), Series 2019B (the “Series 2019B Bonds”). The Series 2019B Bonds will be issued pursuant to Minnesota Statutes, Section 465.71, Sections 469.001 to 469.047, Sections 469.090 to 469.1082, and Chapter 475, all as amended, a Trust Indenture dated as of September 1, 2019 (the “Indenture”) between the Authority and Zions Bancorporation, National Association, Chicago, Illinois (the “Trustee”) and a resolution to be adopted by the governing body of the Authority on August 12, 2019 (the “Resolution”). Proceeds of the Series 2019B Bonds will be used by the Authority to (i) finance the acquisition of property for construction and equipping of a new municipal liquor store (the “Project”) and (ii) pay the costs of issuance. The Project will be leased to the City pursuant to and in accordance with a Lease-Purchase Agreement dated as of September 1, 2019 (the “Lease”) to be entered into between the Authority, as Lessor, and the City, as Lessee, and subject to a Ground Lease, dated as of September 1, 2019, between the City, as Lessor, and the Authority, as Lessee (the “Ground Lease”). The Series 2019B Bonds are special, limited obligations of the Authority, payable solely from and secured by a pledge of lease payments (the “Lease Payments”) to be made to the Authority by the City pursuant to the Lease. The Series 2019B Bonds do not constitute a general obligation of the Authority, the City, or the State, and are not a charge against the general credit of the Authority. Brief descriptions of the Lease, the Indenture, the Ground Lease, and related documents (collectively, the “Documents”) are included in this Official Statement. The references herein to the Documents are qualified in their entirety by reference to such Documents, which are available for inspection prior to delivery of the Series 2019B Bonds at the principal offices of Baker Tilly Municipal Advisors, LLC, 380 Jackson Street, Suite 300, Saint Paul, Minnesota 55101, and upon delivery of the Series 2019B Bonds at the principal corporate trust office of the Trustee. All summaries of Documents contained in this Official Statement are not and do not purport to be comprehensive or definitive, and are subject to the provisions of, and are qualified in their entirety by reference to, such Documents. All capitalized terms which are not expressly defined herein shall have the meanings as defined in the Documents unless the context clearly requires a different meaning. CONCURRENT FINANCING By means of a separate Official Statement dated July 23, 2019, the City, while not the issuer of the Series 2019B Bonds described herein, expects to sell its $9,850,000* General Obligation Improvement and Utility Revenue Bonds, Series 2019A (the “Series 2019A Bonds”) via a competitive sale on - 2 - August 12, 2019. The Series 2019A Bonds are being issued pursuant to Minnesota Statutes, Chapters 429, 444, and 475. The proceeds of the Series 2019A Bonds will be used to finance (i) various street improvements within the City and (ii) various utility improvements within the City. Settlement of the Series 2019A Bonds is expected to take place concurrently with the Series 2019B Bonds. CONTINUING DISCLOSURE In order to assist Robert W. Baird & Co., Incorporated (the “Underwriter”) in complying with SEC Rule 15c2-12 (the “Rule”), pursuant to the Resolution, the City and the Authority have covenanted to comply with the continuing disclosure undertaking (the “Undertaking”) for the benefit of holders or beneficial owners of the Series 2019B Bonds to provide certain financial information and operating data relating to the City and the Authority to the Municipal Securities Rulemaking Board annually, and to provide notices of the occurrence of certain events enumerated in the Rule to the Municipal Securities Rulemaking Board and to any state information depository. The specific nature of the Undertaking, as well as the information to be contained in the annual report or the notices of material events, is set forth in the Undertaking in substantially the form attached hereto as Appendix III, subject to such modifications thereof or additions thereto as: (i) consistent with requirements under the Rule, (ii) required by the Underwriter, (iii) acceptable to the Mayor and the Manager of the City, and (iv) acceptable to the President and the Executive Director of the Authority. The Authority has not had any debt outstanding in the past five years requiring compliance by the Authority with the Rule. The City believes it has materially complied for the past five years in accordance with the terms of its previous continuing disclosure undertakings entered into pursuant to the Rule, except to the extent the following are deemed to be material. In reviewing its past disclosure practices, the City notes the following: • Prior continuing disclosure undertakings entered into by the City included language stating that the City’s audited financial statements would be filed “as soon as available.” Although not always filed “as soon as available,” the audited financial statements were filed within the required twelve (12) month timeframe as required in each undertaking. A failure by the City or the Authority to comply with the Undertaking will not constitute an event of default on the Series 2019B Bonds (although holders or other beneficial owners of the Series 2019B Bonds will have the sole remedy of bringing an action for specific performance). Nevertheless, such a failure must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Series 2019B Bonds in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Series 2019B Bonds and their market price. THE SERIES 2019B BONDS General Description The Series 2019B Bonds are dated as of the date of delivery and will mature on February 1 as set forth on the front cover of this Official Statement. The Series 2019B Bonds are issued in book entry form. Interest on the Series 2019B Bonds is payable on February 1 and August 1 of each year, commencing August 1, 2020. Interest will be payable to the holder (initially Cede & Co.) registered on the books of the Registrar as of the fifteenth day of the calendar month next preceding such interest payment date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Principal of and interest on the Series 2019B Bonds will be paid as described in the section herein entitled “Book Entry System.” The Trustee will serve as Registrar for the Series 2019B Bonds, and the Authority will pay for registrar services. - 3 - Redemption Provisions Mailed notice of redemption shall be given to the registered owner(s) of the Series 2019B Bonds in accordance with the requirements of The Depository Trust Company “DTC” which currently requires no less than twenty (20) days nor more than sixty (60) days prior to the redemption date. Failure to give such written notice to any registered owner of the Series 2019B Bonds or any defect therein shall not affect the validity of any proceedings for the redemption of the Series 2019B Bonds. All Series 2019B Bonds or portions thereof called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment. Optional Redemption The Series 2019B Bonds having stated maturities on February 1, 2029 and thereafter are subject to redemption, at the election of the Authority, in whole or in part, on February 1, 2028, and on any date thereafter, at a price of par plus accrued interest. Redemption may be in whole or in part of the Series 2019B Bonds subject to prepayment. If redemption is in part, the maturity and principal amounts within each maturity to be redeemed shall be determined by the Authority, and if only part of the Series 2019B Bonds having a common maturity date are called for prepayment, the specific Series 2019B Bonds to be prepaid shall be selected randomly or by lottery by the Bond Registrar. Notice of redemption shall be given by registered mail to the registered owner of the Series 2019B Bonds not less than 30 days prior to such redemption date. The Bond Registrar may provide a conditional notice of redemption upon the direction of the Authority or the City. If a conditional notice of redemption has been provided and the conditions are not satisfied, such notice of redemption shall be of no force and effect and the Series 2019B Bondholders shall be restored to their former positions as though no such notice of redemption had been delivered. Extraordinary Redemption The Series 2019B Bonds are subject to extraordinary redemption on any Business Day in whole or in part, at a redemption price equal to par, plus accrued interest to the redemption date, at the election of the Authority or, in accordance with the Lease, the City, upon the happening of certain events of damage to or destruction or condemnation of the Site or the Facilities or change of law rendering the Lease unenforceable or impossible of performance, all as more fully provided in the Lease. Book Entry System DTC, New York, New York, will act as securities depository for the Series 2019B Bonds. The Series 2019B Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered certificate will be issued for each maturity of the Series 2019B Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation, and Fixed Income Clearing Corporation all of which are registered clearing agencies. - 4 - DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Series 2019B Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2019B Bonds on DTC’s records. The ownership interest of each actual purchaser of each Series 2019B Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2019B Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2019B Bonds, except in the event that use of the book-entry system for the Series 2019B Bonds is discontinued. To facilitate subsequent transfers, all Series 2019B Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2019B Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2019B Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Series 2019B Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2019B Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2019B Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Series 2019B Bond documents. For example, Beneficial Owners of the Series 2019B Bonds may wish to ascertain that the nominee holding the Series 2019B Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Series 2019B Bonds within a maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2019B Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Series 2019B Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and dividend payments on the Series 2019B Bonds will be made to Cede & Co. or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Authority or its agent on the payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by - 5 - standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority or its agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Series 2019B Bonds at any time by giving reasonable notice to Authority or its agent. Under such circumstances, in the event that a successor depository is not obtained, certificates are required to be printed and delivered. The Authority may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the Authority believes to be reliable, but the Authority takes no responsibility for the accuracy thereof. RISK FACTORS Cybersecurity The Authority/City’s services and systems may be critical to operations or involve the storage, processing and transmission of sensitive data, including valuable property tax, other proprietary or confidential data, regulated data, and personal information of employees, taxpayers, and others. Successful breaches, employee malfeasance, or human or technological error could result in, for example, unauthorized access to, disclosure, modification, misuse, loss, or destruction of the Authority/City’s or other third party data or systems; theft of sensitive, regulated, or confidential data including personal information; the loss of access to critical data or systems; service or system disruptions or denials of service. A potentially successful cyberattack on the Authority/City’s operations could also disrupt the delivery of Authority/City services and Authority/City operations. While the Authority/City employs professional information technology professionals and utilizes operational safeguards that are tested periodically, no assurance can be given that such measures will ensure that the Authority/City is protected against all cybersecurity threats or attacks. INVESTORS SHOULD BE AWARE THAT INVESTMENT IN THE SERIES 2019B BONDS MAY ENTAIL SOME DEGREE OF RISK. EACH PROSPECTIVE INVESTOR IN THE SERIES 2019B BONDS IS ENCOURAGED TO READ THIS OFFICIAL STATEMENT IN ITS ENTIRETY. PARTICULAR ATTENTION SHOULD BE GIVEN TO THE FACTORS DESCRIBED BELOW WHICH, AMONG OTHERS, COULD AFFECT THE PAYMENT OF PRINCIPAL AND INTEREST ON THE SERIES 2019B BONDS AND WHICH COULD ALSO AFFECT THE MARKET PRICE OF THE SERIES 2019B BONDS TO AN EXTENT THAT CANNOT BE DETERMINED. THIS DISCUSSION OF RISK FACTORS IS NOT, AND IS NOT INTENDED TO BE, EXHAUSTIVE. Special, Limited Obligation Payment of the Series 2019B Bonds is a special, limited obligation of the Authority, payable solely from Lease Payments to be received from the City pursuant to the Lease. The Series 2019B Bonds are not a general obligation of the Authority or the City, and neither the Authority’s nor the City’s full faith and credit is pledged to the payment of the Series 2019B Bonds. - 6 - Maintenance of Rating The Series 2019B Bonds will be rated as to their creditworthiness by S&P Global Ratings based upon the pledge of the Lease Payments. While the Authority does not anticipate any material changes in the future, no assurance can be given that the Series 2019B Bonds will maintain their original ratings. If the ratings on the Series 2019B Bonds decrease or are withdrawn, the Series 2019B Bonds may lack liquidity in the secondary market in comparison with other such municipal obligations. See “RATING” in this Official Statement. No Reserve Fund or Credit Enhancement No debt service reserve fund, financial guaranty insurance policy, letter of credit or other credit enhancement will be issued to insure principal and interest payments due with respect to the Series 2019B Bonds. Accordingly, any potential investor of the Series 2019B Bonds should consider the financial ability of the City to make Lease Payments under the Lease. Non-Appropriation Lease Payments will be payable solely from City funds which are annually budgeted and appropriated by the governing body of the City and which may be terminated in any Fiscal Year by action of such governing body. There is no assurance that the City will not non-appropriate under the Lease for a future Fiscal Year. Accordingly, any factors which may potentially influence the budgeting process of the City should be considered by a prospective purchaser of the Series 2019B Bonds. In the event the governing body of the City fails to renew the Lease for any Fiscal Year, fails to budget and appropriate sufficient City funds for payment of all Lease Payments, or defaults under the Lease, the Lease will be terminated. In such event, the Series 2019B Bonds will be payable only from moneys held by the Trustee under the Indenture, including funds derived from the exercise of remedies available under the Lease and the Indenture. Termination of the Lease If the Lease is terminated for non-appropriation, the City shall deliver possession of the Project to the Authority and the Trustee, as assignee of the Authority’s interest in the Lease under the Indenture and on behalf of the owners of the Series 2019B Bonds, would attempt to re-lease the Project. This may result in revenues substantially less than amounts to be received as Lease Payments under the Lease, and the proceeds of any such replacement lease or other disposition may be substantially less than the remaining principal amount on the Series 2019B Bonds. Events of Default Investors should understand that in an event of default by the City under the Lease, the remedies provided by the Lease may be unenforceable due to the application of principles of equity or State and federal laws relating to bankruptcy, moratoriums, reorganizations and creditor’s rights generally, or may require the expenditure of money and considerable time to enforce. Further, investors should understand that in the event of default by the City under the Lease and the repossession of the Project by the Authority, the Authority may be unable to re-lease the Project, or to re-lease it at a price which will provide to the investors net proceeds equal to the amount of remaining principal of the Series 2019B Bonds. - 7 - Insurance Risk or Condemnation The Lease provides that, in the event that the Project is damaged or destroyed by fire or other casualty, or title to or the temporary or permanent use of the Project, or any portion thereof, shall be taken under the exercise of the power of eminent domain, the City is obligated to repair and replace the Project from the proceeds of any insurance policy, performance bond or condemnation award made available by reason of such occurrence, or to exercise its option to redeem the Series 2019B Bonds in whole or in part. The City is required under the Lease to cause the Project to be insured by policies of liability and property insurance in an amount not less than the full replacement value of the Project. However, there is no assurance that, in the event the Lease is terminated as a result of damage to or destruction or condemnation of the Project, moneys made available by reason of such an occurrence will be sufficient to redeem the Series 2019B Bonds at a price equal to the principal amount thereof outstanding plus accrued interest to the redemption date. Determination of Taxability Risk If the interest payable on the Series 2019B Bonds were to become subject to taxation, no provision has been made for redemption of the Series 2019B Bonds and investors holding the Series 2019B Bonds would not be entitled to any additional interest exceeding the rate printed on the Series 2019B Bonds. The Series 2019B Bondholder would subsequently be holding a security with a substantially lower interest rate return than that of a comparable taxable security. THE AUTHORITY The Economic Development Authority of the City of Brooklyn Center, Minnesota, is a body politic and corporate duly organized and existing under the laws of the State. The Authority was established in October 1987 and is governed by a five-member Board, with the Brooklyn Center City Council members and the Mayor serving on the Board. Board members serve terms concurrent with their terms on the City Council. The current Board members are as follows: Expiration of Term Mike Elliott President December 31, 2022 Marquita Butler Commissioner December 31, 2020 April Graves Commissioner December 31, 2022 Kris Lawrence-Anderson Commissioner December 31, 2020 Dan Ryan Commissioner December 31, 2022 Mr. Cornelius L. Boganey is the Executive Director of the Authority, which is an appointed position. Mr. Boganey also serves as the City Manager. AUTHORITY AND PURPOSE The Series 2019B Bonds are being issued by the Authority pursuant to Minnesota Statutes, Section 465.71, Sections 469.001 to 469.047, Sections 469.090 to 469.1082, and Chapter 475, all as amended, the Indenture, the Lease, the Ground Lease, and the Resolution. Proceeds of the Series 2019B Bonds will be used by the Authority to (i) finance the acquisition of property for construction and equipping of a new municipal liquor store (the “Project”) as described below and (ii) pay the costs of issuance. - 8 - THE PROJECT Minnesota cities are authorized to sell beer, wine, and liquor as an enterprise fund of the City. Minnesota Statutes prohibit private off-site liquor operations if the City owns and operates a municipal liquor store. The City currently operates two liquor stores that employ six full-time positions and 30 part-time positions. In 2017 and 2018 liquor operations have generated an average of $6.62 million in total sales and an average net operating income of $304,217. Liquor store profits have historically been used to provide funding for City-wide capital improvements, including parks and trails that would have alternatively been unfunded or funded through additional property tax revenues. The lease on the City’s Liquor Store #1 (currently located at 5625 Xerxes Avenue) is set to expire in June 2020. The City will replace the current Liquor Store #1 with the Project. Over the past year, the City conducted a market study which determined City-ownership of the store would result in the following benefits: increased profit margins as a result of no longer paying rent expense; the accumulation of equity as debt is paid off; potential equity appreciation if the value of real estate increases over time; and the complete autonomy over the layout of the store, signage and branding; and ability to maximize the economic, safety and energy efficiency of the property. In May 2019, the City purchased a site located at 1350 Shingle Creek Crossing for $680,000 to relocate Liquor Store #1 to the Project site. See Appendix VI for the site plan. This site is near the current location and offers high visibility with complementary retail stores such as Cub Foods and Walmart in close proximity to the store. The site includes previously completed parking lot spaces and site improvements. The current minimum base rent on Liquor Store #1 is $141,528 annually. Additional rent based on sales volume and common area maintenance (CAM) expenses have averaged between approximately $85,000 to $95,000 annually. The total lease and CAM expenses for Liquor Store #1 in 2016, 2017, and 2018 have been approximately $239,000, $226,000, and $234,000, respectively. The estimated debt service on the new liquor store site located at 1350 Shingle Creek Crossing is projected to be approximately $222,000 annually. The agreed upon CAM expenses at the new location is $28,746 ($3 per constructed square-foot) annually with a maximum allowable annual increase of three percent. Construction of the Project is scheduled to commence in late summer 2019. The total square footage of the new store is approximately 10,000 square feet. In conjunction with the construction of the Project, the City is planning to construct 3,600 square feet adjacent to the new store for additional tenant space (as defined in the Indenture, the “Excluded Portion”). See Appendix VII for the floor plan for the building. As of July 2019, no decision has been made as to the future use of the additional tenant space. The City is using existing resources to pay for all costs related to the Excluded Portion, including the property acquisition allocable to the future tenant space and construction of the physical structure. The Excluded Portion is not included in the leased property under the Ground Lease or the Lease and neither the Authority nor the Bond Registar, as the assignee of the Authority’s rights under the Lease, will have any leasehold or other interest in the Excluded Portion. Liquor Store #2 is located at 6930 Brooklyn Boulevard, which is approximately 1.9 miles from the current location of Liquor Store #1 at 5625 Xerxes Avenue and approximately 2.0 miles from the new location at 1350 Shingle Creek Crossing. The Project is not expected to have any impact on the sales of Liquor Store #2. - 9 - The City’s Municipal Liquor Fund expects to provide coverage for the Series 2019B Bonds as shown below: NOTE: In 2016, 2017, and 2018 the City paid approximately $239,000, $226,000, and $234,000, respectively, in rent based on sales volume and common area maintenance (CAM) expenses for Liquor Store #1. The operating expenditures in the above table include the rent paid each year for Liquor Store #1. As a result of the construction the Project, the City will no longer make rent payments on Liquor Store #1. The annual debt service payments on the Bonds is projected to be approximately $222,000. The City Council agreed upon annual CAM payments at the new location of Liquor Store #1 begin at $28,746 and will increase annually at a rate of 3.0%. Sources: City’s Comprehensive Annual Financial Reports. SOURCES AND USES OF FUNDS The composition of the Series 2019B Bonds is as follows: Sources of Funds: Principal Amount $_________ Reoffering Premium _________ Total Sources of Funds $_________ Uses of Funds: Deposit to the Project Fund $_________ Costs of Issuance * _________ Total Uses of Funds $_________ * Includes attorney fees, municipal advisor fees, paying agent fees, rating agency fees, real estate costs, and Underwriter’s compensation. Fiscal Year Ended December 31 2016 2017 2018 3-Year Adjusted Average Sales 6,197,094 $ 6,495,300 $ 6,743,790 $ 6,478,728 $ Cost of Sales (4,611,919) (4,769,844) (4,865,400) (4,749,054) Operating Revenues 1,587,191 $ 1,725,456 $ 1,878,390 $ 1,729,674 $ Less Operating Expenditures (1,465,790) $ (1,434,340) $ (1,613,573) $ (1,271,567) $ Add Back Depreciation 20,994 21,803 21,803 21,533 Add Investment Earnings 15,618 16,344 26,536 19,499 Add/(Less) Other Revenue/(Expense) 9,490 7,794 1,827 6,370 Net Revenues Available for Debt Service 167,503 $ 337,057 $ 314,983 $ 505,509 $ Estimated Annual Debt Service on the Bonds 222,000 $ 222,000 $ 222,000 $ 222,000 $ Estimated Debt Service Coverage 0.75 1.52 1.42 2.28 - 10 - SECURITY AND FINANCING Special, Limited Obligations The Series 2019B Bonds are special limited obligations of the Authority payable solely from and secured by a pledge of Lease Payments to be made to the Authority by the City pursuant to the Lease. The Series 2019B Bonds are not general obligations of the Authority or the City and are not payable from any funds, revenues or assets of the Authority or any other political subdivision or governmental authority (except for the Authority’s interest in the Lease and amounts held pursuant to the Indenture, including Lease Payments made by the City). The Series 2019B Bonds do not constitute a pledge of the full faith and credit or taxing power of the Authority or the City. The Authority covenants and agrees, under the Indenture, that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in the Indenture and in each and every Series 2019B Bond executed, authenticated and delivered thereunder; will pay or cause to be paid, from Lease Payments by the City and other amounts received in respect of the Lease or available under the Indenture, the principal of, premium (if any) on and interest on every Series 2019B Bond issued under the Indenture on the dates, at the places and in the manner prescribed in the Series 2019B Bonds in any coin or currency which, on the respective dates of payment of such principal and interest, is legal tender for the payment of public and private debts; and will cause such amounts received to be deposited with the Trustee prior to the due date of each installment of principal and interest and prior to the maturity of any Series 2019B Bond in amounts sufficient to pay such installment; provided, however, that the principal of and interest on any Series 2019B Bond is not and shall not constitute an indebtedness of the Authority or the City within the meaning of any State constitutional provision, statutory or charter limitation and shall not be deemed to represent a debt or pledge the faith or credit of the Authority, the City, the State or any other political subdivision thereof or grant to the Holder of any Series 2019B Bond any right to have the Authority, the City, the State or any other political subdivision thereof levy any taxes or appropriate any funds to the payment of principal of or interest on the Series 2019B Bonds and the Series 2019B Bonds do not constitute or give rise to a change against the general credit or taxing powers of the Authority or the City or a pecuniary liability of the Authority or the City, such payment will be made solely and only out of the moneys received pursuant to the Lease and the funds and accounts established and maintained with the Trustee pursuant to the requirements of the Indenture and appropriated to the payment of the Series 2019B Bonds by the Indenture. Pledge of Lease Payments; Right to Terminate the Lease During the term of the Lease, the City is required to make semiannual Lease Payments scheduled to be sufficient to pay when due all scheduled payments of principal of and interest on the Series 2019B Bonds. Pursuant to the Indenture, the Authority will assign to the Trustee all the Authority’s interest in the Lease (other than certain rights to receive indemnification and reimbursement of expenses). The City has covenanted in the Lease to include in its annual budget request to the City Council for each Fiscal Year during the term of the Lease moneys sufficient to pay all Lease Payments. The City intends to continue the Lease for its entire term and to pay all Lease Payments. However, the City Council has a right not to appropriate such amounts in any future Fiscal Year. The City shall have the right to terminate the Lease by adopting a resolution of non-appropriation for future Fiscal Years giving the Authority and the Trustee a written notice within five business days of the City’s non-appropriation. The City has agreed to endeavor to give such notice in the event of a non-appropriation at least 60 days prior to the end of its then current Fiscal Year for the succeeding Fiscal Year. ACCORDINGLY, THE LEASE DOES NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY AND THE SERIES 2019B BONDS ARE NOT SECURED BY THE FULL FAITH AND CREDIT OR TAXING POWER OF THE CITY. - 11 - Funds and Accounts Pursuant to the provisions of the Indenture, the Authority assigns to the Trustee, and to any successor, all of the right, title and interest of the Authority in the Lease. There shall be established with the Trustee the Bond Fund, into which there shall be deposited (i) upon delivery of the Series 2019B Bonds all accrued interest, if any, received on the Series 2019B Bonds, (ii) the Lease Payments received from the City; and which shall be used for the payment of principal of, premium (if any) and interest on the Series 2019B Bonds when due and payable, (iii) all other moneys received by the Trustee from the City when accompanied by directions of the City that such moneys are to be paid into the Bond Fund or used for purposes for which moneys in the Bond Fund may be used, and (iv) all other moneys required to be deposited in the Bond Fund pursuant to any provision of the Indenture, the Ground Lease, the Lease or the Bond Resolution. For additional information see APPENDIX IV “Document Summaries” herein. FUTURE FINANCING With the exception of the issue discussed in the “CONCURRENT FINANCING” section herein, neither the Authority nor the City anticipates issuing any additional long-term debt for at least the next 90 days. LITIGATION Neither the Authority nor the City is aware of any threatened or pending litigation affecting the validity of the Series 2019B Bonds, the Resolution, the Indenture, the Lease Purchase Agreement, the Ground Lease, or the City’s ability to meet its financial obligations. LEGALITY The Series 2019B Bonds are subject to approval as to certain matters by Kennedy & Graven, Chartered, of Minneapolis, Minnesota, as Bond Counsel. Bond Counsel has not participated in the preparation of this Official Statement and will not pass upon its accuracy, completeness, or sufficiency. Bond Counsel has not examined nor attempted to examine or verify, any of the financial or statistical statements, or data contained in this Official Statement and will express no opinion with respect thereto. A legal opinion in substantially the form set out in Appendix II herein will be delivered at closing. TAX EXEMPTION At closing Kennedy & Graven, Chartered, of Minneapolis, Minnesota, Bond Counsel for the Series 2019B Bonds, will render an opinion that, at the time of their issuance and delivery to the original purchaser, under present federal and State of Minnesota laws, regulations, rulings and decisions (which excludes any pending legislation which may have a retroactive effect), the interest on the Series 2019B Bonds is excluded from gross income for purposes of United States income tax and is excluded, to the same extent, from taxable net income of individuals, estates and trusts for Minnesota income purposes, and is not a preference item for purposes of computing the federal alternative minimum tax or the Minnesota alternative minimum tax imposed on individuals, trusts, and estates. Such interest is subject to Minnesota franchise taxes on corporations (including financial institutions) measured by income. No - 12 - opinion will be expressed by Kennedy & Graven regarding other federal or state tax consequences caused by the receipt or accrual of interest on the Series 2019B Bonds or arising with respect to ownership of the Series 2019B Bonds. Preservation of the exclusion of interest on the Series 2019B Bonds from federal gross income and state gross and taxable net income, however, depends upon compliance by the Authority and the City with all requirements of the Internal Revenue Code of 1986, as amended, (the “Code”) that must be satisfied subsequent to the issuance of the Series 2019B Bonds in order that interest thereon be (or continue to be) excluded from federal gross income and state gross and taxable net income. The Authority and the City will covenant to comply with requirements necessary under the Code to establish and maintain the Series 2019B Bonds as tax-exempt under Section 103 thereof, including without limitation, requirements relating to temporary periods for investments and limitations on amounts invested at a yield greater than the yield on the Series 2019B Bonds. Original Issue Premium The Series 2019B Bonds with a stated maturity of February 1, 20__ through February 1, 20__ (the “Premium Bonds”), have been sold at an amount in excess of the stated redemption price at maturity. Such excess of the purchase price of such Premium Bonds over the stated redemption price at maturity constitutes original issue premium with respect to such Premium Bonds. A purchaser of a Premium Bond must amortize any original issue premium over the term of such Premium Bond using constant yield principles, based on the purchaser’s yield to maturity. As original issue premium is amortized, the purchaser’s basis in such Premium Bond is reduced by a corresponding amount, resulting in an increase in the gain (or a decrease in the loss) to be recognized for federal income tax purposes upon a sale or disposition of such Premium Bond prior to its maturity. Even though the purchaser’s basis is reduced, no federal income tax deduction is allowed. Purchasers of any Premium Bond at a premium, whether at the time of initial issuance or subsequent thereto, should consult with their own tax advisors with respect to the determination and treatment of premium for federal income tax purposes and with respect to state and local tax consequences of owning such Premium Bonds. OTHER FEDERAL AND STATE TAX CONSIDERATIONS Property and Casualty Insurance Companies Property and casualty insurance companies are required to reduce the amount of their loss reserve deduction by the applicable percentage of the amount of tax-exempt interest received or accrued during the taxable year on certain obligations, including interest on the Series 2019B Bonds. Foreign Insurance Companies Foreign companies carrying on an insurance business in the United States are subject to a tax on income which is effectively connected with their conduct of any trade or business in the United States, including “net investment income.” Net investment income includes tax-exempt interest such as interest on the Series 2019B Bonds. Branch Profits Tax A foreign corporation is subject to a branch profits tax imposed by Section 884 of the Code. A branch's earnings and profits may include tax-exempt municipal bond interest, such as interest on the Series 2019B Bonds. - 13 - Passive Investment Income of S Corporations Passive investment income, including interest on the Series 2019B Bonds, may be subject to federal income taxation under Section 1375 of the Code for an S corporation that has Subchapter C earnings and profits at the close of the taxable year if more than a certain percentage of the gross receipts of such S corporation is passive investment income. General The preceding is not a comprehensive list of all federal or State tax consequences which may arise from the receipt or accrual of interest on the Series 2019B Bonds. The receipt or accrual of interest on the Series 2019B Bonds may otherwise affect the federal income tax (or Minnesota income tax or franchise tax) liability of the recipient based on the particular taxes to which the recipient is subject and the particular tax status of other items of income or deductions. All prospective purchasers of the Series 2019B Bonds are advised to consult their own tax advisors as to the tax consequences of, or tax considerations for, purchasing or holding the Series 2019B Bonds. QUALIFIED TAX-EXEMPT OBLIGATIONS The Authority will designate the Series 2019B Bonds as “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Code, relating to the ability of financial institutions to deduct from income for federal income tax purposes, interest expense that is allocable to carrying and acquiring tax-exempt obligations. RATING S&P Global Ratings (“S&P”), 55 Water Street, New York, New York has assigned a rating of “_____” to the Series 2019B Bonds. The rating will reflect only the opinion of S&P. Any explanation of the significance of the rating may be obtained only from S&P. There is no assurance that a rating will continue for any given period of time, or that such rating will not be revised, suspended or withdrawn, if, in the judgment of S&P, circumstances so warrant. A revision, suspension or withdrawal of the rating may have an adverse effect on the market price of the Series 2019B Bonds. MUNICIPAL ADVISOR The Authority and the City have retained Baker Tilly Municipal Advisors, LLC, of Saint Paul, Minnesota as municipal advisor in connection with certain aspects of the issuance of the Series 2019B Bonds. In preparing this Official Statement, Baker Tilly Municipal Advisors, LLC has relied upon governmental officials, and other sources, who have access to relevant data to provide accurate information for this Official Statement. Baker Tilly Municipal Advisors, LLC has not been engaged, nor has it undertaken, to independently verify the accuracy of such information. Baker Tilly Municipal Advisors, LLC is an independent advisory firm, registered as a municipal advisor, and is not engaged in the business of underwriting, trading or distributing municipal securities or other public securities. - 14 - CERTIFICATION The Authority and the City have authorized the distribution of the Preliminary Official Statement for use in connection with the initial sale of the Series 2019B Bonds and a Final Official Statement following award of the Series 2019B Bonds. The Underwriter will be furnished with a certificate signed by the appropriate officers of the Authority and the City stating that the Authority and the City examined each document and that, as of the respective date of each and the date of such certificate, each document did not and does not contain any untrue statement of material fact or omit to state a material fact necessary, in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. UNDERWRITING The Underwriter has agreed to purchase the Series 2019B Bonds for a purchase price of $___________ (representing the principal amount of $____________, plus a reoffering premium of $___________ and less the Underwriter’s compensation of $____________). The public offering prices of all the Series 2019B Bonds may be changed from time to time by the Underwriter. On April 1, 2019, Baird Financial Corporation, the parent company of Robert W. Baird & Co. Incorporated (“Baird”), acquired HL Financial Services, LLC, its subsidiaries, affiliates and assigns (collectively “Hilliard Lyons”). As a result of such common control, Baird and Hilliard Lyons are now affiliated. It is expected that Hilliard Lyons will merge with and into Baird later in 2019. APPENDIX I I-1 GENERAL AND FINANCIAL INFORMATION CONCERNING THE CITY CITY PROPERTY VALUES Trend of Values Assessment/ Assessor’s Market Value Adjusted Collection Estimated Sales Economic Homestead Taxable Taxable Net Year Market Value Ratio (b) Market Value (c) Exclusion Market Value Tax Capacity 2018/19 $2,234,245,900 89.6% $2,499,069,716 $144,494,942 $2,081,039,958 $26,538,221 2017/18 2,054,586,200 94.5 2,178,582,990 154,116,646 1,892,639,554 25,120,921 2016/17 1,870,150,101 92.5 2,028,801,815 163,771,285 1,699,535,316 22,841,269 2015/16 1,778,802,900 93.7 1,898,823,284 166,968,111 1,605,660,789 21,570,419 2014/15 1,667,663,500 83.0 2,008,478,171 173,160,024 1,489,548,076 20,703,061 (b) Sales Ratio Study for the year of assessment as posted by the Minnesota Department of Revenue, https://www.revenue.state.mn.us/economic-market-values . (c) Economic market values for the year of assessment as posted by the Minnesota Department of Revenue, https://www.revenue.state.mn.us/economic-market-values . Source: Hennepin County, Minnesota, April 2019, except as otherwise noted. 2018/19 Adjusted Taxable Net Tax Capacity: $26,538,221 Real Estate: Residential Homestead $13,248,557 51.10% Commercial/Industrial, Railroad, and Public Utility 9,066,714 34.97 Residential Non-Homestead 3,197,885 12.33 Seasonal Recreational and Other 11,910 0.05 Personal Property 412,752 1.59 2018/19 Net Tax Capacity $25,937,818 100.00% Less: Captured Tax Increment (3,873,826) Contribution to Fiscal Disparities (3,196,246) Plus: Distribution from Fiscal Disparities 7,670,475 2018/19 Adjusted Taxable Net Tax Capacity $26,538,221 I-2 Ten of the Largest Taxpayers in the City 2018/19 Net Taxpayer Type of Property Tax Capacity The Luther Company LLC Car Dealer $ 806,610 The Molasky Group of COS FBI Regional Headquarters 471,050 TLN Lanel Ltd Partnership Apartments 259,088 Brookdale Corner LLC Retail 253,010 Lake Point Apartments LLC Apartments 252,150 G B Homes LLC Custom Home Builders 251,863 Brooklyn Hotel Partners Hotel 244,250 Medtronic Inc. Industrial 227,630 Melrose Gates LLC Apartments 217,888 Wal-Mart Stores Inc. Retail 199,250 Total $3,182,789* * Represents 12.0% of the City's 2018/19 adjusted taxable net tax capacity. ERROR! BOOKMARK NOT DEFINED.CITY INDEBTEDNESS Legal Debt Limit and Debt Margin* Legal Debt Limit (3% of 2018/19 Estimated Market Value) $67,027,377 Less: Outstanding Debt Subject to Limit 0 Legal Debt Margin as of September 26, 2019 $67,027,377 * The legal debt margin is referred to statutorily as the “Net Debt Limit” and may be increased by debt service funds and current revenues which are applicable to the payment of debt in the current fiscal year. NOTES: Certain types of debt are not subject to the legal debt limit. General Obligation Special Assessment Debt Est. Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 9-26-19 12-19-13 $4,920,000 Improvements 2-1-2024 $ 2,030,000 7-9-15 5,240,000 Improvements 2-1-2026 3,720,000 10-13-16 1,820,000 Street Improvements 2-1-2027 1,495,000 6-8-17 3,735,000 Street Improvements 2-1-2028 3,385,000 7-10-18 3,835,000 Street Improvements 2-1-2029 3,835,000 9-12-19 4,050,000 Street Improvements (the Improvement Portion of the Series 2019A Bonds) 2-1-2030 4,050,000 Total $18,515,000 I-3 General Obligation Tax Increment Debt Est. Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 9-26-19 12-19-13 $6,040,000 Taxable Tax Increment 2-1-2022 $4,670,000 7-9-15 6,600,000 Taxable Tax Increment Refunding 2-1-2020 1,730,000 12-8-16 2,075,000 Tax Increment Refunding 2-1-2029 2,075,000 12-8-16 1,725,000 Taxable Tax Increment Refunding 2-1-2023 1,175,000 Total $9,650,000 General Obligation Utility Revenue Debt Est. Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 9-26-19 7-9-15 $1,660,000 Utility Revenue Refunding 2-1-2025 $ 1,025,000 10-13-16 3,605,000 Utility Revenue 2-1-2027 2,965,000 6-8-17 4,880,000 Utility Revenue 2-1-2028 4,220,000 7-10-18 4,350,000 Utility Revenue 2-1-2029 4,350,000 9-12-19 5,800,000 Utility Revenue (the Utility Portion of the Series 2019A Bonds) 2-1-2030 5,800,000 Total $18,360,000 Revenue Debt Est. Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 9-26-19 1-20-15 $19,662,798 Taxable GO PFA Water Loan 8-20-2034 $15,773,445 Liquor Enterprise Debt Est. Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 9-26-19 9-26-19 $2,520,000 Lease Revenue (Municipal Liquor Store Project) (the Series 2019B Bonds) 2-1-2035 $2,520,000* * These bonds are being issued through means of an operating lease-purchase agreement between the City and the Authority. This issue is repaid with annual appropriation lease payments to be made by the City. I-4 Estimated Calendar Year Debt Service Payments Including the Series 2019A Bonds and the Series 2019B Bonds G.O. Special Assessment Debt G.O. Tax Increment Debt Principal Principal Year Principal & Interest (a) Principal & Interest 2019 (at 9-26) (Paid) (Paid) (Paid) (Paid) 2020 $ 1,920,000 $2,386,589 $ 2,350,000 $ 2,585,345 2021 2,250,000 2,664,249 2,430,000 2,596,520 2022 2,285,000 2,635,990 2,490,000 2,582,680 2023 2,100,000 2,390,728 305,000 355,333 2024 2,130,000 2,362,775 330,000 373,525 2025 1,940,000 2,115,458 335,000 371,875 2026 1,960,000 2,079,493 340,000 369,700 2027 1,430,000 1,504,893 350,000 371,938 2028 1,240,000 1,283,780 355,000 368,563 2029 840,000 858,690 365,000 369,563 2030 420,000 424,200 Total $18,515,000 (b) $20,706,845 $9,650,000 $10,345,042 G.O. Utility Revenue Debt Revenue Debt Principal Principal Year Principal & Interest (c) Principal & Interest 2019 (at 9-26) (Paid) (Paid) (Paid) 1,140,860 2020 $ 1,275,000 $ 1,730,252 $ 982,000 1,140,130 2021 1,755,000 2,177,493 992,000 1,140,310 2022 1,855,000 2,228,191 1,002,000 1,140,390 2023 1,890,000 2,211,904 1,012,000 1,140,370 2024 1,940,000 2,208,773 1,022,000 1,140,250 2025 1,995,000 2,208,184 1,033,000 1,141,030 2026 1,995,000 2,151,281 1,043,000 1,140,700 2027 2,055,000 2,160,011 1,053,000 1,140,270 2028 1,700,000 1,762,359 1,064,000 1,140,740 2029 1,200,000 1,228,260 1,075,000 1,141,100 2030 700,000 707,000 1,085,000 1,140,350 2031 1,096,000 1,140,500 2032 1,107,000 1,140,540 2033 1,118,000 1,140,470 2034 1,089,445 1,100,735 Total $18,360,000 (d) $20,773,708 $15,773,445 (e) $17,067,885 (a) Includes the Improvement Portion of the Series 2019A Bonds at an assumed average annual interest rate of 1.76%. (b) 97.7% of this debt will be retired within ten years. (c) Includes the Utility Portion of the Series 2019A Bonds at an assumed average annual interest rate of 1.77%. (d) 96.2% of this debt will be retired within ten years. (e) 65.2% of this debt will be retired within ten years. I-5 Estimated Calendar Year Debt Service Payments Including the Series 2019A Bonds and the Series 2019B Bonds (Continued) Liquor Enterprise Debt Principal Year Principal & Interest (a) 2019 (at 9-26) -0- -0- 2020 -0- $ 82,010 2021 $ 95,000 185,650 2022 135,000 221,050 2023 140,000 220,550 2024 145,000 219,850 2025 150,000 218,950 2026 155,000 217,850 2027 160,000 216,550 2028 170,000 219,950 2029 175,000 218,050 2030 180,000 215,950 2031 190,000 218,550 2032 195,000 216,825 2033 205,000 220,825 2034 210,000 219,600 2035 215,000 218,225 Total $2,520,000 (b) $3,330,435 (a) Includes the Series 2019B Bonds at an assumed average annual interest rate of 3.50%. (b) 52.6% of this debt will be retired within ten years. Other Debt Obligations Operating Leases The City has leased a portion of the police second floor expansion area to the Local Government Information Systems Association (LOGIS) as a backup computer facility. The lease has a term of ten years, commencing on January 12, 2016 and calls for monthly lease payments based on square-footage. Lease revenue for the year ended December 31, 2018 was $12,000. Future minimum lease revenues under the current agreement is as follows: Year Ending December 31 2019 $12,000 2020 12,000 2021 12,000 2022 12,000 2023 12,000 2024-2025 24,000 Total $84,000 I-6 The City has entered into two operating leases for its municipal liquor stores. Rent expenses for the fiscal year ended December 31, 2018 were $327,672. The following is a schedule by years of future minimum rental payments required under these operating leases as of December 31, 2018: Year Ending December 31 2019 $234,888 2020 164,124 2021 93,360 2022 93,360 2023 93,360 Total $679,092 The City has entered into two operating leases for golf carts used at Centerbrook Golf Course. The leases were originally signed in 2016 with four year terms. Total rental expenses under the lease agreements for the year ended December 31, 2018 was $12,174. Future minimum base rent payments under the current agreement are as follows: Year Ending December 31 2019 $8,742 Overlapping Debt 2018/19 Debt Applicable to Adjusted Taxable Est. G.O. Debt Tax Capacity in City Taxing Unit (a) Net Tax Capacity As of 9-26-19 (b) Percent Amount Hennepin County $1,979,015,644 $1,047,495,000 1.3% $13,617,435 Hennepin County Regional Railroad 1,979,015,644 109,865,000 1.3 1,428,245 Three Rivers Park District 1,392,585,502 51,690,000 1.9 982,110 I.S.D. No. 11 (Anoka-Hennepin) 54,705,676 176,075,000 6.7 11,797,025 I.S.D. No. 279 (Osseo) 193,705,139 164,220,000 4.5 7,389,900 I.S.D. No. 281 (Robbinsdale) 114,722,950 184,250,459 5.1 9,396,773 I.S.D. No. 286 (Brooklyn Center) 8,375,567 49,605,000 100.0 49,605,000 Metropolitan Council 4,281,620,797 5,735,000 (c) 0.6 34,410 Metropolitan Transit 3,433,535,041 262,085,000 0.8 2,096,680 Total $96,347,578 (a) Only those units with outstanding general obligation debt are shown here. (b) Excludes general obligation tax and aid anticipation certificates and revenue-supported debt. (c) Excludes general obligation debt supported by wastewater revenues and housing rental payments. Includes certificates of participation. I-7 Debt Ratios* G.O. G.O. Direct & Direct Debt Overlapping Debt To 2018/19 Preliminary Estimated Market Value ($2,234,245,900) 1.26% 5.57% Per Capita - (32,299 – 2018 Metropolitan Council Estimate) $872 $3,855 * Excludes general obligation utility revenue debt, revenue debt, liquor enterprise debt, and other debt obligations. CITY TAX RATES, LEVIES AND COLLECTIONS Tax Capacity Rates for a Resident in Independent School District No. 286 (Brooklyn Center) 2014/15 2015/16 2016/17 2017/18 2018/19 Hennepin County 46.398% 45.356% 44.087% 42.808% 41.861% City of Brooklyn Center 71.256 73.292 71.904 68.432 71.860 I.S.D. No. 286 (Brooklyn Center)(a) 52.984 54.573 40.438 46.098 50.075 Special Districts (b) 9.314 9.091 8.822 8.516 8.015 Total 179.952% 182.312% 165.251% 165.854% 171.811% (a) In addition, Independent School District No. 286 (Brooklyn Center) has a 2018/19 market value tax rate of 0.16424% spread across the market value of property in support of an excess operating levy. (b) Special districts include Metropolitan Council, Metropolitan Transit, Metropolitan Mosquito Control, Hennepin Park Museum, Hennepin County Regional Rail Authority, Three Rivers Park District, and the Hennepin County Housing and Redevelopment Authority. NOTE: This table includes only net tax capacity-based rates. Certain other tax rates are based on market value. Tax Levies and Collections Collected During Collected and/or Abated Net Collection Year as of 12-31-18 Levy/Collect Levy * Amount Percent Amount Percent 2018/19 $18,807,475 (In Process of Collection) 2017/18 17,415,844 $17,320,084 99.5% $17,320,084 99.5% 2016/17 16,455,160 16,342,413 99.3 16,408,486 99.7 2015/16 15,577,940 15,464,594 99.3 15,533,907 99.7 2014/15 14,988,762 14,770,223 98.5 14,988,762 100.0 * The net levy excludes state aid for property tax relief and fiscal disparities, if applicable. The net levy is the basis for computing tax capacity rates. I-8 FUNDS ON HAND As of May 31, 2019 General Fund $ 4,728,575 Special Revenue Funds 4,570,050 Debt Service Funds 1,278,558 Capital Project Funds 12,778,140 Enterprise Fund 17,346,090 Internal Service 6,323,505 Total Cash and Investments $47,024,918 INVESTMENTS The City’s investment policy, last revised in April 2016, has the objectives of preserving safety of principal, retaining sufficient liquidity, providing a market rate of return, and yielding stable earnings on invested City funds. Investments of the City shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. Safety of principal is the foremost objective. Liquidity and yield are also important considerations. It is essential that the investment portfolio remain sufficiently liquid to meet all operating requirements that may be reasonably anticipated. The investment portfolio of the City shall be designed to attain a market-average rate of return during budgetary and economic cycles, taking into account the City’s investment risk constraints and liquidity needs. Return on investment is of least importance compared to the objectives for safety and liquidity. Securities shall be held to maturity with the exceptions of meeting the liquidity needs of the portfolio and minimizing loss of principal for a security of declining credit. Minnesota Statutes, Chapter 118A, authorizes and defines an investment program for municipal governments. The City may invest in the following instruments allowed by Minnesota Statutes: a. United States Securities: including bonds, notes, bills or other securities which are direct obligations of the United States, its agencies, its instrumentalities, or organizations created by an act of Congress, which carry the full faith and credit of the United States. b. Commercial paper issued by U.S. corporations or their Canadian subsidiaries that is rated in the highest quality by at least two nationally recognized rating agencies and matures in 90 days or less. c. Certificates of Deposit (Time Deposits) that are fully insured by the Federal Deposit Insurance Corporation. d. Repurchase agreements and reverse repurchase agreements may be entered into with financial institutions identified by Minnesota Statutes, Chapter 118A. Reverse repurchase agreements may only be entered into for a period of 90 days or less and only to meet short-term cash flow needs. e. Securities lending agreements may be entered into with financial institutions identified by Minnesota Statutes, Chapter 118A. f. Minnesota joint powers investment trusts may be entered into with trusts identified by Minnesota Statutes, Chapter 118A I-9 g. Money market mutual funds regulated by the Securities and Exchange Commission and whose portfolios consist only of short-term securities permitted by Minnesota Statutes, Chapter 118A. h. Bonds of the City of Brooklyn Center issued in prior years may be redeemed at current market price, which may include a premium, prior to maturity using surplus funds of the debt service fund set up for that issue. Such repurchased bonds shall be canceled and removed from the obligation of the fund. i. General obligation bonds of state or local governments rated A or better by a national bond rating services. j. Revenue obligations of state or local governments rated AA or better by a national bond rating agency. k. The Minnesota Municipal Money Market Fund (4M) that was established by the League of Minnesota Cities to address the investment needs of the Minnesota cities. Authority to manage the investment program is vested in the City Manager and City Treasurer/Director of Fiscal and Support Services, with the City Treasurer responsible for establishing and maintaining an internal control structure to provide reasonable assurance that the objectives of the investment policy are met. As of May 31, 2019, the City had $43,173,090 invested, with a market value of $43,089,725 (99.8%). The market value of the City’s investments includes the following: $15,093,370 (35.0%) in government agency securities; $24,998,844 (58.3%) in certificates of deposit; $193,681 (0.5%) in money market accounts and $2,803,831 (6.5%) in municipal bonds. All of the investments in the City’s portfolio mature within 72 months or less. The longest investment held by the City is currently scheduled to mature in May 2025. GENERAL INFORMATION CONCERNING THE CITY The City is a northern suburb of the Minneapolis/Saint Paul metropolitan area, adjacent to the City of Minneapolis. The City is wholly within Hennepin County and encompasses an area of approximately 8.5 square miles (5,440 acres). The Mississippi River forms the City’s eastern boundary. Population The City’s population trend is shown below. Percent Population Change 2018 Metropolitan Council Estimate 32,299 7.3% 2010 U.S. Census 30,104 3.2 2000 U.S. Census 29,172 1.0 1990 U.S. Census 28,887 (7.5) 1980 U.S. Census 31,230 -- Sources: Metropolitan Council, https://metrocouncil.org and United States Census Bureau, http://www.census.gov/ . I-10 The City’s population by age group for the past five years is as follows: Data Year/ Report Year 0-17 18-34 35-64 65 and Over 2018/19 9,050 7,607 11,312 3,938 2017/18 8,970 7,568 11,254 3,896 2016/17 8,956 7,650 11,255 3,879 2015/16 8,906 7,664 11,211 3,847 2014/15 8,786 7,734 11,171 3,811 Sources: Environics Analytics, Claritas, Inc. and The Nielsen Company. Transportation Major transportation routes in and through the City, including Interstate Highways 94 and 694 and State Highways 100 and 252, have provided a continued impetus for the development of the City's commercial tax base. Major Employers Approximate Number Employer Product/Service of Employees Hennepin County Government 9,300 (a) Promeon, Inc. (a division of Medtronic) Medical devices 1,100 (b) City of Brooklyn Center Government 437 (d) Independent School District No. 286 (Brooklyn Center) Education 436 Walmart Retail 278 (d)(f) Caribou Coffee (Headquarters) Coffee retailer 225 (f) University of Minnesota Physicians Healthcare 212 (f) Maranatha Care Center, Presbyterian Homes Continuing care/retirement community 200 (d)(f) Luther Auto Group (three locations) Automobile dealership 196 (c)(d)(f) TCR Corporation Metal components 150 (e) Cass Screw Machine Products Screw machine parts 124(f) Cub Foods Grocery 125 (f) Health Partners-Brooklyn Center Medical and dental clinic 97 (f) (a) Not all employees are located within the City. (b) As of August 2016, Promeon no longer releases this information. (c) In past surveys, Luther Brookdale Chevrolet and Luther Brookdale Buick GMC were each counted, however these businesses share a location and this number includes all employess at this shared location. (d) Includes full-time and part-time employees. (e) As of April 2017, most recent information available. (f) As of May 2018, most recent information available. Source: This does not purport to be a comprehensive list and is based on a July 2019 best efforts telephone survey of individual employers. Some employers do not respond to inquiries. I-11 Labor Force Data Annual Average May 2015 2016 2017 2018 2019 Labor Force: City of Brooklyn Center 15,153 15,280 15,349 15,428 15,461 Hennepin County 676,722 687,472 698,548 703,310 705,681 Minneapolis-Saint Paul MSA 1,916,011 1,938,642 1,979,780 2,016,208 2,005,534 State of Minnesota 2,997,748 3,033,406 3,057,014 3,070,223 3,097,429 Unemployment Rate: City of Brooklyn Center 4.5% 4.3% 3.9% 3.3% 3.3% Hennepin County 3.3 3.3 3.0 2.5 2.7 Minneapolis-Saint Paul MSA 3.5 3.6 3.3 2.7 2.7 State of Minnesota 2.9 3.4 3.9 3.7 2.9 Source: Minnesota Department of Employment and Economic Development, https://apps.deed.state.mn.us/lmi/laus . 2019 data are preliminary. Retail Sales and Effective Buying Income (EBI) City of Brooklyn Center Data Year/ Total Retail Total Median Report Year Sales ($000) EBI ($000) Household EBI 2018/19 $650,264 $630,186 $46,331 2017/18 571,339 582,953 43,718 2016/17 623,655 545,667 40,885 2015/16 561,219 550,267 41,469 2014/15 505,332 531,155 40,188 Hennepin County Data Year/ Total Retail Total Median Report Year Sales ($000) EBI ($000) Household EBI 2018/19 $35,994,743 $46,545,289 $63,176 2017/18 32,491,357 43,417,597 60,957 2016/17 33,502,543 40,956,757 57,190 2015/16 26,004,909 38,495,032 55,756 2014/15 21,713,206 36,578,500 52,644 The 2018/19 Median Household EBI for the State of Minnesota was $58,776. The 2018/19 Median Household EBI for the United States was $52,468. Sources: Environics Analytics, Claritas, Inc. and The Nielsen Company. I-12 Permits Issued by the City Total Permits Commercial Permits Residential Permits Year Number Value Number Value Number Value 2019 (to 5-31) 1,200 $27,895,603 163 $ 19,780,258 1,037 $ 8,115,345 2018 3,181 77,347,546 481 63,424,938 2,700 13,922,608 2017 5,758 59,017,940 3,042 41,405,474 2,716 17,612,466 2016 4,745 71,232,941 2,547 48,819,051 2,198 22,413,890 2015 4,834 51,457,015 2,655 34,769,633 2,179 16,687,382 2014 5,251 125,369,473 2,844 109,829,770 2,407 15,539,703 2013 7,309 67,228,061 3,874 42,049,442 3,435 25,178,619 2012 5,188 31,227,915 2,811 21,729,528 2,377 9,498,387 2011 4,852 29,571,594 2,556 21,424,919 2,296 8,146,675 2010 5,198 76,149,738 2,739 66,911,018 2,459 9,238,720 Includes all permits except for temporary land use and vacant building registrations. Classification is based on zoning type. Source: City of Brooklyn Center. Growth and Development Successful redevelopment continues to be the key to commercial and industrial tax base growth within the City, including the following: The southern portion of the 80 acre Opportunity Site, comprises 46 acres planned for a mixed use commercial, office and residential redevelopment. • Since 2008 the EDA has acquired approximately 35 acres of land within the Opportunity Site. This includes the former Brookdale Square shopping center site and former Brookdale Ford dealership property. • In 2016, the City Council approved the creation of a 25-year tax increment redevelopment district and completed the soil corrections and final demolition of the former Brookdale Ford building, floor lifts, and underground LP tank. • The EDA entered into a Preliminary Development Agreement (PDA) with Alatus, LLC, a Minneapolis-based developer, in April 2018. The PDA identified Alatus as the master developer to plan the site and initiate a Phase I development within the EDA-owned portion of the site. Over the course of the past year, Alatus has started the master planning work, completed environmental and geotechnical analysis, initiated a public engagement process, identified a movie theater and hotel tenant, and engaged a number of other potential users of the site. • In May 2018, the census tract (27053020200) that the Opportunity Site is located within was selected by the Treasury Department as a federally designated Opportunity Zone, which opens up investment opportunities for the site. • Alatus is in predevelopment on a Phase I of the development, which they intend to move ahead with in 2019. Phase I would include 350 units of market-rate multi-family housing, and may include a commercial component either within the building or on an adjacent site. • The City has engaged a consultant to update the 2006 Opportunity Site Master Plan, which encompasses the entire 80-acre area. As part of that scope, the City will be taking the lead on the master planning of the EDA-owned portion of the site as well, in cooperation with Alatus. The timing is being structured to allow Alatus to move forward with a Phase I in conjunction with the creation of a master plan. The master planning will include identifying a land use and transportation framework for the site, with a more refined focus on the southern portion of the site, as well as identification of public infrastructure needs such as parks and open space, storm water, streets, and utilities. I-13 Additional development activities in 2018/19 include: • TOPGOLF USA purchased the existing 85,240 square foot Regal Theater to allow for the construction of a 65,000 square-foot commercial recreational/entertainment development. The three-level facility opened in September 2018 and includes 103 hitting bays, restaurant and lounge, a 3,000 square-foot roof terrace, a 3,000 square-foot event area and a 220-yard driving range with 11 outfield targets. • In January 2019, HOM Furniture opened in the renovated former Kohl’s building. The project includes a 24,822 addition, which is not yet complete but anticipated to open in the summer of 2019. The project also features the future development of a three-story 32,800 square-foot medical center/office building. • In fall 2018, a new 4,000 square-foot Bank of America opened in the City. • On April 23, 2018 Medtronic received approval for a substantial renovation and 13,427 square-foot expansion of their dry room facilities, which will allow for production of their lithium ion batteries for pacemakers. This expansion is currently underway and is anticipated to be completed in the summer of 2019. • On November 13, 2017, Luther Automotive received approval for a new 35,424 square-foot Mazda Mitsubishi dealership. The project is currently under construction and is anticipated to open in the summer of 2019. • An 82-room Fairfield Inn and Suites on an EDA-owned site located at 6250 Earle Brown Drive is currently under construction, and is anticipated to open during fall of 2019. • In July 2018, the City Council approved the conversion of a vacant former senior assisted-living facility into market-rate apartments. The project, called LUX Apartments, includes 143 fully-renovated units, community space, as well as the installation of additional parking. The project began renting over the winter during construction, and is now complete and fully-leased. • In July 2019, Casey’s Gas Station and Convenience Stores received approval for a new 4,600 square-foot store at 2101 Freeway Boulevard. The project has begun construction in spring of 2019. • The City has entered into a Preliminary Development Agreement with Centra Homes for 30 single-family homes on an 8-acre EDA-owned site at Highway 252 and 69 th Avenue North. Centra anticipates applying for a preliminary and final plat in May and commencing construction in the summer of 2019. • The City has received an application for land use approval from Real Estate Equities for a 267-unit multi-family housing project at 5801 Xerxes Avenue North. The project would include a mix of affordable independent senior units and workforce units. The application was approved by the City Council in June 2019. • The City has entered into a Preliminary Development Agreement with Coalition Development for an 80-unit multi-family apartment on the EDA-owned properties at Brooklyn Boulevard and 61 st Avenue North. The developer anticipates coming forward with a request for approval in summer 2019. Financial Institutions * City residents are served by branch facilities of Wells Fargo Bank, National Association; Bremer Bank, National Association; Bank of America; and TCF National Bank, as well as numerous credit unions. * This does not purport to be a comprehensive list. Source: Federal Deposit Insurance Corporation, https://research.fdic.gov/bankfind/ . I-14 Health Care Services The following is a summary of inpatient health care facilities located in and around the City: Facility Location No. of Beds Maranatha Care Center City of Brooklyn Center 97 Nursing Home Living Well Lyndale City of Brooklyn Center 8 Supervised Living MTAI Brooklyn Center City of Brooklyn Center 6 Supervised Living North Memorial Medical Center City of Robbinsdale 518 Hospital 42 Infant Bassinets In addition, senior living options including assisted living and memory support are also provided through The Sanctuary at Brooklyn Center. Source: Minnesota Department of Health, http://www.health.state.mn.us/ . Education Public Education The following districts serve the residents of the City: 2018/19 School Location Grades Enrollment ISD No. 11 (Anoka-Hennepin) City of Anoka PK-12 38,802 ISD No. 279 (Osseo) City of Osseo PK-12 21,472 ISD No. 281 (Robbinsdale) City of Robbinsdale PK-12 12,546 ISD No. 286 (Brooklyn Center) City of Brooklyn Center PK-12 2,492 Source: Minnesota Department of Education, www.education.state.mn.us . The City’s taxable net tax capacity is attributable to each of the four school districts as follows: Portion of 2018/19 Taxable Net Tax Capacity Located in the City % of Total ISD No. 279 (Osseo) $ 8,680,671 32.7% ISD No. 286 (Brooklyn Center)* 8,375,567 31.6 ISD No. 281 (Robbinsdale) 5,824,469 21.9 ISD No. 11 (Anoka-Hennepin) 3,657,514 13.8 Total $26,538,221 100.0% * Located entirely within the City. Non-Public Education City residents are also served by the following private schools: 2018/19 School Location Grades Enrollment King of Grace Lutheran School City of Golden Valley K-8 169 Sacred Heart Catholic School City of Robbinsdale K-8 157 St. Raphael Catholic School City of Crystal K-8 128 St. Alphonsus City of Brooklyn Center K-8 154 RiverTree School City of Crystal K-12 139 Holy Trinity Lutheran School City of New Hope K-8 60 Source: Minnesota Department of Education, www.education.state.mn.us. I-15 Post-Secondary Education City residents have access to various colleges and universities located throughout the Minneapolis/St. Paul metropolitan area. GOVERNMENTAL ORGANIZATION AND SERVICES Organization The City has been a municipal corporation since 1911 and is governed under a Home Rule Charter adopted in 1966 and subsequently amended. The City has a Council-Manager form of government and the Mayor and four Council Members are elected to serve overlapping four-year terms. The following individuals comprise the current City Council: Expiration of Term Mike Elliott Mayor December 31, 2022 Marquita Butler Council Member December 31, 2020 April Graves Council Member December 31, 2022 Kris Lawrence-Anderson Council Member December 31, 2020 Dan Ryan Council Member December 31, 2022 The City Manager, Mr. Cornelius L. Boganey, is responsible for the administration of Council policy and the daily management of the City. The Manager is appointed by the Council and serves at its discretion. Mr. Boganey has served the City in this position since June 2006. Prior to that, Mr. Boganey served as the City's Assistant Manager since March 2003. He has also served as City Manager in the cities of Brooklyn Park, Minnesota and Port Arthur, Texas, and as Assistant City Manager in the City of Kalamazoo, Michigan. The Director of Fiscal and Support Services, Mr. Nathan Reinhardt, is responsible for directing the City’s financial operations, including preparation of the comprehensive annual financial report and interim reports, and the investment of City funds. Mr. Reinhardt has served as the City’s Finance Director since November 2013. Previously, Mr. Reinhardt served as Finance Director for the City of Waseca, Minnesota. The City has 166 regular full-time and 271 seasonal full- and part-time employees. Services Forty-nine full-time sworn police officers and a support staff of 12 provide protective services in the City. Fire protection is provided by one full-time Chief, one full-time Deputy Chief, one full-time fire inspector/educator, and a 32-member volunteer force. The City has two fire stations and a class 4 insurance rating. All areas of the City are serviced by municipal water and sewer systems, with exception to one property located at 5306 Perry Avenue North. Water is supplied by nine wells and storage is provided by three elevated tanks with a combined total capacity of 3.0 million gallons. The municipal water system has a pumping capacity of 16.4 million gallons per day (mgd). In 2016, the City brought a new water treatment plant online, capable of filtering 10 mgd. When combined with the capacity of 1.7 mdg from Well #2, the City now has a total finished water capacity of 11.7 mgd. The average daily water demand is estimated to be 2.9 mgd and peak demand is estimated to be 9.7 mgd. Water connections totaled 8,965 as of May 31, 2019. I-16 Although the City owns and maintains its own sanitary and storm sewer collection systems, wastewater treatment facilities are owned and operated by the Metropolitan Council Environmental Services (MCES). The City is billed an annual service charge by MCES, which is adjusted each year based on the prior years’ actual usage. The City had 8,798 sewer connections as of May 31, 2019. Labor Contracts The status of labor contracts in the City are as follows: Expiration Date Bargaining Unit No. of Employees of Current Contract IUOE Local 49 26 December 31, 2021 LELS Local 82 35 December 31, 2019 LELS Local 86 10 December 31, 2021 Subtotal 71 Non-unionized employees 316 Total employees 387 Employee Pensions All full-time employees and certain part-time employees of the City are covered by defined benefit pension plans administered by the Public Employees Retirement Association of Minnesota (PERA). PERA administers the General Employees Retirement Fund (GERF) and the Public Employees Police and Fire Fund (PEPFF), which are cost-sharing multiple-employer retirement plans. GERF members belong to either the Coordinated Plan or the Basic Plan. Coordinated members are covered by Social Security and Basic members are not. All new members must participate in the Coordinated Plan. All police officers, fire fighters and peace officers who qualify for membership by statute are covered by PEPFF. The City’s contributions to GERF and PEPFF are equal to the contractually required contributions for each year as set by State Statute, and are as follows for the past five years: GERF PEPFF 2018 $612,983 $761,952 2017 572,442 720,865 2016 550,846 689,601 2015 564,168 687,935 2014 531,385 600,402 For more information regarding the liability of the City with respect to its employees, please reference “Note 4. Defined Benefit Pension Plan – City Employees” of the City’s Comprehensive Annual Financial Report for fiscal year ended December 31, 2018, an excerpt of which is included as Appendix V of this Official Statement. Multiple-Employer Defined Benefit Pension City employees belonging to the International Union of Operating Engineers (IUOE) are participants in a multiple-employer defined benefit pension plan, the Central Pension Fund of the International Union of Operating Engineers and Participating Employers (CPF), administered by the Board of Trustees of the Central Pension Fund. The plan is a cost-sharing pension plan that is not a state or local governmental pension plan, is used to provide defined benefit pensions to employers that are not state or local governmental employers, and has no predominate state or local government employer. The plan issues a publicly available financial report located on their website at www.cpfiuoe.org . I-17 The City has 22 employees who are covered by this pension plan. The plan provides benefits such as monthly retirement income, special and early retirement benefits, post-retirement surviving spouse benefits, pre-retirement surviving spouse benefits, and disability benefits. The City’s contributions to the plan are pursuant to a collective bargaining agreement with the IUOE which expires December 31, 2018. The required contribution rate is $0.96 per hour, which is applied to all compensated hours, and capped at $5,000 per year. With regards to withdrawal from the pension plan, the parties agree that the amount that would otherwise be paid in salary or wages will be contributed instead to the CPF as pre-tax employer contributions. The City’s contributions to IOUE for the past five years are as follows: IUOE 2018 $51,152 2017 50,782 2016 51,410 2015 51,699 2014 51,868 For more information regarding the liability of the City with respect to its employees, please reference “Note 6. Multiple-Employer Defined Benefit Pension Plan” of the City’s Comprehensive Annual Financial Report for fiscal year ended December 31, 2018, an excerpt of which is included as Appendix V of this Official Statement. PEDCP Five Council members of the City are covered by the Public Employees Defined Contribution Plan (PEDCP), a multiple-employer deferred compensation plan administered by PERA. The PEDCP is a tax- qualified plan under Section 401(a) of the Internal Revenue Code and all contributions by or on behalf of employees are tax deferred until the time of withdrawal. Plan benefits depend solely on the amounts contributed to the plan plus investment earnings less administrative expenses. An eligible elected official who chooses to participate in the plan contributes 5% of their salary, which is matched by the elected official’s employer. PERA receives 2% of employer contributions and 0.025% of the assets in each member’s account annually for administering the plan. The City’s contributions to PEDCP for the past five years are as follows: PEDCP 2018 $944 2017 925 2016 907 2015 907 For more information regarding the liability of the City with respect to its employees, please reference “Note 7. Defined Contribution Plan” of the City’s Comprehensive Annual Financial Report for fiscal year ended December 31, 2018, an excerpt of which is included as Appendix V of this Official Statement. City Firefighter’s Association The City contributes to the Brooklyn Center Fire Department Relief Association (the “Association”), which is the administrator of a single employer, public employee defined benefit retirement system to provide a retirement plan (the “Plan”) to volunteer firefighters of the City who are members of the Association. The Association is organized and operates under the provisions of the Minnesota State Statutes 424A, and provides benefits in accordance with those statutes. I-18 The Association provides retirement benefits to members and survivors upon death of eligible members. Benefits are established by the Association and approved by the City Council under the applicable statutes. The defined retirement benefits are based on a member’s years of service. Vesting begins after the tenth year of service with a 60% benefit increasing to 100% after the 20 th year of service. Full benefits are available to members after 20 years of service and having attained the age of 50. The current benefit available is a lump sum distribution of $7,600 per year of service. Vested, terminated members who are entitled to benefits but are not yet receiving them are bound by the provisions in effect at the time of termination of membership. The City levies property taxes at the direction of and for the benefit of this plan and passes through state aids allocated to the plan, all in accordance with State statutes. The minimum tax levy obligation is the financial contribution requirement for the year less anticipated state aids. The City’s contributions to the Firefighter’s Association for the past five years are as follows: Annual Percentage Net Year Pension of APC Pension Ending Cost (APC) Contributed Obligation December 31, 2018 $ 85,089 181% -0- December 31, 2017 71,203 206 -0- December 31, 2016 101,453 141 -0- December 31, 2015 101,453 156 -0- December 31, 2014 108,883 129 -0- Funded status of the Association as reported to-date: Assets in Actuarial Excess of Actuarial Actuarial Value Accrued Unfunded Accrued Funded Valuation Date of Assets Liability Liability Ratio January 1, 2017 $3,673,474 $3,036,210 $637,264 121.0% January 1, 2015 3,508,210 3,084,717 423,493 113.7 January 1, 2013 3,282,317 3,279,231 3,086 100.1 For more information regarding the liability of the City with respect to its employees, please reference “Note 5. Defined Benefit Pension Plan – Single Employer – Fire Relief Association” of the City’s Comprehensive Annual Financial Report for fiscal year ended December 31, 2018, an excerpt of which is included as Appendix V of this Official Statement. Sources: City’s Comprehensive Annual Financial Reports. GASB 68 The Government Accounting Standards Board (GASB) has issued Statement No. 68, Accounting and Financial Reporting for Pensions (GASB 68) and related GASB Statement No. 71, Pension Transition for Contributions Made Subsequent to the Measurement Date-an amendment to GASB 68, which revised existing standards for measuring and reporting pension liabilities for pension plans provided to City employees and require recognition of a liability equal to the City’s proportionate share of net pension liability, which is measured as the total pension liability less the amount of the pension plan's fiduciary net position. I-19 The City’s proportionate shares of the pension costs and the City’s net pension liability for GERF and PEPFF for the past four years are as follows: Proportionate Net Proportionate Net Share of Pension Share of Pension Pension Costs Liability Pension Costs Liability 2018 0.1194% $6,623,822 0.4330% $ 4,615,334 2017 0.1201 7,667,105 0.4410 5,954,026 2016 0.1172 9,516,059 0.4290 17,216,516 2015 0.1243 6,441,872 0.4460 5,067,604 For more information regarding GASB 68 with respect to the City, please reference “Note 4. Defined Benefit Pension Plan” of the City’s Comprehensive Annual Financial Report for fiscal year ended December 31, 2018, an excerpt of which is included as Appendix V of this Official Statement. Additional and detailed information about GERF’s net position is available in a separately-issued PERA financial report, which may be obtained at www.mnpera.org ; by writing to PERA at 60 Empire Drive #200, St. Paul, Minnesota, 55103-2088; or by calling 1-800-652-9026. Sources: City’s Comprehensive Annual Financial Reports. Other Postemployment Benefits The Government Accounting Standards Board (GASB) has issued Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions (GASB 75), establishing new accounting and financial reporting requirements related to post-employment healthcare and other non-pension benefits (referred to as Other Postemployment Benefits or “OPEB”). The implementation of GASB 75 required the restatement of the City’s beginning net position for the fiscal year ended December 31, 2018. Please see “Note 8. Other Post-Employment Benefits (OPEB) Plan” in the City’s Comprehensive Annual Financial Report for the fiscal year ended December 31, 2018 for this calculation. The City provides continued health insurance coverage for retired City employees who, on the date of their retirement, meet PERA or PEPFF eligibility requirements for a full retirement annuity, without reduction of benefits because of age, disability, or any other reason. This coverage does not extend to the retiree’s family, except that if the retiree desires to continue additional coverage, the cost in excess of the single premium must be paid by the retiree. This benefit began in 1986 and was subsequently discontinued for employees hired after January 31, 1992. The City currently finances the plan on a pay-as-you-go basis. During 2018, the City expended $130,222 for these benefits. The following employees were covered by the benefit terms as of the latest actuarial valuation: Retirees and beneficiaries currently receiving benefit payments 12 Active employees 150 Total 162 I-20 The City’s net OPEB liability was measured as of December 31, 2017, and the total OPEB liability used to calculate the net OPEB liability was determined by an actuarial valuation as of January 1, 2018. Components of the City’s OPEB liability and related ratios for the fiscal year ended December 31, 2018 are as follows: Service cost $ 130,096 Interest 71,659 Differences between expected and actual experience 73,751 Changes of assumptions 51,929 Benefit payments (156,791) Net change in total OPEB liability $ 170,644 Total OPEB liability – beginning of year 1,844,035 Total OPEB liability – end of year $2,014,679 Funded status of the City’s OPEB as reported in the actuarial reports received to-date: Unfunded UAAL as a Actuarial Actuarial Percentage of Actuarial Accrued Accrued Covered Covered Valuation Date Liability (AAL) Liability (UAAL) Payroll Payroll January 1, 2018 $2,014,679 $2,014,679 $10,800,000 18.65% January 1, 2016 1,901,745 1,901,745 10,471,960 18.16 January 1, 2014 2,574,529 2,574,529 9,934,960 25.91 January 1, 2012 2,620,367 2,620,367 9,472,237 27.66 For more information regarding GASB 75 with respect to the City, please reference “Note 8. Other Post- Employment Benefits” of the City’s Comprehensive Annual Financial Report for fiscal year ended December 31, 2018, an excerpt of which is included as Appendix V of this Official Statement. Sources: City’s Comprehensive Annual Financial Reports. I-21 General Fund Budget Summary 2018 Budget 2018 Actual 2019 Budget January 1 Fund Balance $11,355,203 $11,355,203 $11,563,825 Revenues: Taxes $17,339,417 $17,361,854 $18,380,591 Licenses and Permits 776,625 1,209,029 861,315 Intergovernmental 1,594,819 1,658,391 1,634,150 Charges for Services 922,500 861,965 834,650 Fines & Forfeits 231,500 273,507 231,500 Special Assessments 100,000 51,075 85,000 Investment Earnings - 88,534 93,663 Transfers In 150,000 150,000 150,000 Miscellaneous 231,175 179,178 145,700 Total Revenues $21,346,036 $21,833,533 $22,416,569 Expenditures: General Government $ 4,154,642 $ 3,605,573 $ 4,262,386 Public Safety 11,488,936 11,201,317 11,712,277 Public Works 3,914,319 2,234,407 4,059,089 CARS 1,729,949 2,761,005 1,813,072 Non-Departmental (141,810) 1,379,179 359,745 Transfers Out 200,000 443,430 210,000 Total Expenditures $21,346,036 $21,624,911 $22,416,569 December 31 Fund Balance $11,355,203 $11,563,825 $11,563,825 Sources: City’s Comprehensive Annual Financial Reports and 2019 Budget. Major General Fund Revenue Sources Revenue 2014 2015 2016 2017 2018 Taxes $14,991,781 $15,532,039 $16,128,373 $16,766,847 $17,361,854 Intergovernmental 1,401,447 1,410,695 1,466,341 1,496,165 1,658,391 Licenses and Permits 1,021,410 859,534 932,051 904,785 1,209,029 Charges for Services 810,597 749,569 765,831 809,031 861,965 Fines & Forfeits 312,130 268,116 211,712 243,915 273,507 Sources: City’s Comprehensive Annual Financial Reports. APPENDIX II * Preliminary; subject to change. II-1 PROPOSED FORM OF LEGAL OPINION $2,520,000* Economic Development Authority of the City of Brooklyn Center, Minnesota Lease Revenue Bonds (Municipal Liquor Store Project) Series 2019B We have acted as bond counsel in connection with the issuance by the Economic Development Authority of the City of Brooklyn Center, Minnesota (the “EDA”) of its Lease Revenue Bonds (Municipal Liquor Store Project), Series 2019B, originally dated September 1, 2019 (the “Bonds”), in the aggregate principal amount of $2,520,000*. The Bonds are being issued pursuant to a bond resolution adopted by the EDA on August 12, 2019 (the “Bond Resolution”), a resolution adopted by the City of Brooklyn Center, Minnesota (the “City”) on August 12, 2019, the (“City Resolution”) and a Trust Indenture, dated as of September 1, 2019 (the “Indenture”), between the EDA and Zions Bancorporation, National Association, as trustee (the “Trustee”). Proceeds of the Bonds will be used to acquire, construct, and equip certain Facilities on a Site leased by the EDA from the City pursuant to a Ground Lease, dated as of September 1, 2019 (the “Ground Lease”). Pursuant to a Lease-Purchase Agreement, dated as of September 1, 2019 (the “Lease”), the EDA has leased the Site and the Facilities to the City. Pursuant to the Indenture, the EDA has assigned to the Trustee its interest in the Lease and the Lease Payments to be made thereunder (except for the certain rights of the EDA to indemnification and payment of expenses). Capitalized terms not defined in this opinion are as defined in the Lease. For the purpose of rendering this opinion we have examined certified copies of certain proceedings taken by the EDA and the City in the authorization, sale and issuance of the Bonds, including the Bond Resolution, the City Resolution, the Indenture, the Ground Lease, the Lease and the form of the Bonds, and certain other proceedings and documents furnished by the EDA and the City. From our examination of such proceedings and other documents, assuming the genuineness of the signatures thereon and the accuracy of the facts stated therein and continuing compliance by the EDA and the City with the covenants in the Bond Resolution, the City Resolution, the Indenture, and the Lease to comply with the Internal Revenue Code of 1986, as amended (the “Code”), and based upon laws, regulations, rulings and decisions in effect on the date hereof, it is our opinion, as of the date hereof, that: 1. The Bonds are in due form, have been duly executed and delivered, and are valid and binding limited obligations of the EDA, enforceable in accordance with their terms, except as such enforcement may be limited by the State of Minnesota or United States laws relating to bankruptcy, reorganization, moratorium or creditors’ rights. 2. The Issuer is authorized by the Constitution and laws of the State of Minnesota to issue the Bonds, to apply the proceeds of the Bonds to acquire, construct, and equip the Facilities, to pledge the rental payments to be received pursuant to, and its interests in, the Lease as security for the payment of the principal of and interest on the Bonds. 3. The Indenture, the Ground Lease and the Lease have been duly executed and delivered by the EDA, and are valid and binding obligations of the EDA, except as such enforcement may be limited by the State of Minnesota or United States laws relating to bankruptcy, reorganization, moratorium or creditors’ rights. 4. The Ground Lease and the Lease have been duly executed and delivered by the City and are valid and binding obligations of the City, enforceable in accordance with their terms, except as such enforcement may be limited by the State of Minnesota or United States laws relating to bankruptcy, reorganization, moratorium or creditors’ rights. II-2 5. The Bonds are not a general obligation of the EDA or the City, and no holder of a Bond shall ever have the power to compel the exercise of any taxing power of the EDA or the City for the payment of the Bonds. The principal of and interest on the Bonds are payable from Lease Payments to be made by the City under the Lease and from certain other revenues described in the Lease and the Indenture. The Lease Payments payable under the Lease are payable solely from moneys to be appropriated by the City Council of the City for this purpose each year in the City’s annual budget, but the City Council is not required to appropriate or provide moneys for this purpose. If moneys are not appropriated by the City Council for any fiscal year, the Lease will be terminated at the end of the preceding fiscal year, and the City is not required to pay Lease Payments coming due after such termination. Neither the Lease nor the City’s obligation to pay Lease Payments thereunder, nor the Bonds, are a general obligation or indebtedness of the City, and the full faith and credit of the City is not pledged for their payment. 6. Interest on the Bonds is excludable from gross income of the recipient for federal income tax purposes and, to the same extent, is excludable from taxable net income of individuals, trusts, and estates for Minnesota income tax purposes, and is not a preference item for purposes of the computation of the federal alternative minimum tax, or the computation of the Minnesota alternative minimum tax imposed on individuals, trusts and estates. However, such interest subject to Minnesota franchise taxes on corporations (including financial institutions) measured by income. The opinion set forth in this paragraph is subject to the condition that the EDA comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excludable from gross income for federal income tax purposes and from taxable net income for Minnesota income tax purposes. The EDA has covenanted to comply with all such requirements. Failure to comply with certain of such requirements may cause interest on the Bonds to be included in gross income for federal income tax purposes and taxable net income for Minnesota income tax purposes retroactively to the date of issuance of the Bonds. We express no opinion regarding tax consequences arising with respect to the Bonds other than as expressly set forth herein. Dated at Minneapolis, Minnesota, September __, 2019. APPENDIX III * Preliminary; subject to change. III-1 CONTINUING DISCLOSURE CERTIFICATE $2,520,000* Economic Development Authority of the City of Brooklyn Center, Minnesota Lease Revenue Bonds (Municipal Liquor Store Project) Series 2019B September __, 2019 This Continuing Disclosure Certificate (the “Disclosure Certificate”) is executed and delivered by the City of Brooklyn Center, Minnesota (the “City”) and the Economic Development Authority of the City of Brooklyn Center, Minnesota (the “Issuer”), in connection with the issuance of the Lease Revenue Bonds (Municipal Liquor Store Project), Series 2019B (the “Bonds”), by the Issuer in the aggregate principal amount of $2,520,000*. The Bonds are being issued pursuant to a bond resolution adopted by the Board of Commissioners of the Issuer on September ___, 2019 (the “EDA Resolution”) and delivered to by Robert W. Baird & Company, Incorporated, in Saint Paul, Minnesota and Milwaukee, Wisconsin (the “Purchaser”) on the date hereof. Pursuant to the EDA Resolution the Issuer, and pursuant to a resolution adopted by the City Council of the City on __________, 2019 (the “City Resolution”), the City has covenanted and agreed to provide continuing disclosure of certain financial information and operating data and timely notices of the occurrence of certain events. The Issuer and the City hereby covenant and agree as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the City and the Issuer for the benefit of the Holders (as defined herein) of the Bonds in order to provide for the public availability of such information and assist the Participating Underwriter(s) (as defined herein) in complying with the Rule (as defined herein). This Disclosure Certificate, together with the EDA Resolution, constitutes the written agreement or contract for the benefit of the Holders of the Bonds that is required by the Rule. Section 2. Definitions. In addition to the defined terms set forth in the EDA Resolution, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: “Annual Report” means any annual report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “Audited Financial Statements” means annual financial statements of the City, prepared in accordance with GAAP as prescribed by GASB. “Bonds” means the Lease Revenue Bonds (Municipal Liquor Store Project), Series 2019B issued by the Issuer in the original aggregate principal amount of $2,620,000. “City” means the City of Brooklyn Center, Minnesota, which is an obligated person with respect to the Bonds. “Disclosure Certificate” means this Continuing Disclosure Certificate. “EMMA” means the Electronic Municipal Market Access system operated by the MSRB and designated as a nationally recognized municipal securities information repository and the exclusive portal for complying with the continuing disclosure requirements of the Rule. III-2 “Final Official Statement” means the deemed final Official Statement, dated ________________, 2019, which constitutes the final official statement delivered in connection with the Bonds, which is available from the MSRB. “Financial Obligation” means a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a Financial Obligation as described in clause (a) or (b). The term “Financial Obligation” shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. “Fiscal Year” means the fiscal year of the City. “GAAP” means generally accepted accounting principles for governmental units as prescribed by GASB. “GASB” means the Governmental Accounting Standards Board. “Holder” means the person in whose name a Bond is registered or a beneficial owner of such a Bond. “Issuer” means the Economic Development Authority of the City of Brooklyn Center, Minnesota, which is the obligated person with respect to the Bonds. “Material Event” means any of the events listed in Section 5(a) of this Disclosure Certificate. “MSRB” means the Municipal Securities Rulemaking Board located at 1300 I Street NW, Suite 1000, Washington, DC 20005. “Participating Underwriter” means any of the original underwriter(s) of the Bonds (including the Purchaser) required to comply with the Rule in connection with the offering of the Bonds. “Purchaser” means Robert W. Baird & Company, Incorporated, in Saint Paul, Minnesota and Milwaukee, Wisconsin. “Repository” means EMMA, or any successor thereto designated by the SEC. “Rule” means SEC Rule 15c2-12(b)(5) promulgated by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time, and including written interpretations thereof by the SEC. “SEC” means Securities and Exchange Commission, and any successor thereto. Section 3. Provision of Annual Financial Information and Audited Financial Statements. (a) The Issuer shall provide to the Repository not later than twelve (12) months after the end of the Fiscal Year commencing with the year that ends December 31, 2019, an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the Audited Financial Statements of the City may be submitted separately from the balance of the Annual Report. (b) If the Issuer is unable or fails to provide to the Repository an Annual Report by the date required in subsection (a), the Issuer shall send a notice of that fact to the Repository and the MSRB. III-3 (c) The Issuer shall determine each year prior to the date for providing the Annual Report the name and address of each Repository. Section 4. Content of Annual Reports. The Issuer’s Annual Report shall contain or incorporate by reference the following sections of the Final Official Statement: 1. City Property Values 2. City Indebtedness 3. City Tax Rates, Levies and Collections In addition to the items listed above, the Annual Report shall include Audited Financial Statements submitted in accordance with Section 3 of this Disclosure Certificate. Any or all of the items listed above may be incorporated by reference from other documents, including official statements of debt issues of the City, Issuer or related public entities, which have been submitted to the Repository or the SEC. If the document incorporated by reference is a final official statement, it must also be available from the MSRB. The Issuer shall clearly identify each such other document so incorporated by reference. Section 5. Reporting of Material Events. (a) This Section 5 shall govern the giving of notice of the occurrence of any of the following events (“Material Events”) with respect to the Bonds: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults, if material; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701–TEB), or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security; 7. Modifications to rights of security holders, if material; 8. Bond calls, if material, and tender offers; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the securities, if material; 11. Rating changes; 12. Bankruptcy, insolvency, receivership or similar event of the obligated person; 13. The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other III-4 than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; 14. Appointment of a successor or additional trustee or the change of name of a trustee, if material; 15. Incurrence of a Financial Obligation of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the obligated person, any of which affect security holders, if material; and 16. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the obligated person, any of which reflect financial difficulties. (b) The Issuer shall file a notice of such occurrence with the Repository or with the MSRB within ten (10) business days of the occurrence of the Material Event. (c) Unless otherwise required by law and subject to technical and economic feasibility, the Issuer shall employ such methods of information transmission as shall be requested or recommended by the designated recipients of the Issuer’s information. Section 6. EMMA. The SEC has designated EMMA as a nationally recognized municipal securities information repository and the exclusive portal for complying with the continuing disclosure requirements of the Rule. Until the EMMA system is amended or altered by the MSRB and the SEC, the Issuer shall make all filings required under this Disclosure Certificate solely with EMMA. Section 7. Termination of Reporting Obligation. The Issuer’s and the City’s obligations under the EDA Resolution, the City Resolution and this Disclosure Certificate shall terminate upon the redemption in full of all Bonds or payment in full of all Bonds. Section 8. Agent. The Issuer or the City may, from time to time, appoint or engage a dissemination agent to assist it in carrying out the City’s obligations under the EDA Resolution and this Disclosure Certificate, and may discharge any such agent, with or without appointing a successor dissemination agent. Section 9. Amendment; Waiver. Notwithstanding any other provision of the EDA Resolution, the City Resolution or this Disclosure Certificate, the City or the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, if such amendment or waiver is supported by an opinion of nationally recognized bond counsel to the effect that such amendment or waiver would not, in and of itself, cause a violation of the Rule. The provisions of the EDA Resolution and the City Resolution requiring continuing disclosure pursuant to the Rule and this Disclosure Certificate, or any provision hereof, shall be null and void in the event that the Issuer or the City delivers to the Repository an opinion of nationally recognized bond counsel to the effect that those portions of the Rule which impose the continuing disclosure requirements of the EDA Resolution and the City Resolution and the execution and delivery of this Disclosure Certificate are invalid, have been repealed retroactively or otherwise do not apply to the Bonds. The provisions of the EDA Resolution and the City Resolution requiring continuing disclosure pursuant to the Rule and this Disclosure Certificate may be amended without the consent of the Holders of the Bonds, but only upon the delivery by the Issuer or the City to the Repository of the proposed amendment and an opinion of nationally recognized bond counsel to the effect that such amendment, and giving effect thereto, will not adversely affect the compliance of the EDA Resolution, the City Resolution and this Disclosure Certificate with the Rule. III-5 Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Material Event, in addition to that which is required by this Disclosure Certificate. If the Issuer or the City chooses to include any information in any Annual Report or notice of occurrence of a Material Event in addition to that which is specifically required by this Disclosure Certificate, neither the Issuer not the City shall have any obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Material Event. Section 11. Default. In the event of a failure of the Issuer or the City to comply with any provision of this Disclosure Certificate any Holder of the Bonds may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer or the City to comply with its obligations under the EDA Resolution and this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an event of default with respect to the Bonds and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action to compel performance. Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the City, the Participating Underwriters, and the Holders from time to time of the Bonds, and shall create no rights in any other person or entity. IN WITNESS WHEREOF, we have executed this Disclosure Certificate in our official capacities effective as of the date and year first written above. CITY OF BROOKLYN CENTER, MINNESOTA Mayor City Manager IN WITNESS WHEREOF, we have executed this Disclosure Certificate in our official capacities effective as of the date and year first written above. ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN CENTER, MINNESOTA President Executive Director APPENDIX IV IV-1 DOCUMENT SUMMARIES LEASE PURCHASE AGREEMENT The following are excerpts of certain provisions of the Lease-Purchase Agreement (the “Lease”). These excerpts do not purport to be complete and reference is made to the full text of the Lease for a complete recital of its terms. Term of Lease or Lease Term. The Lease shall be in effect for a Term commencing September 1, 2019 thereof and extending until no Bonds remain Outstanding, or until terminated for the following reasons: (a) non-appropriation by the City; (b) the payment by the City of the Purchase Price, (c) the discharge by the City of its obligation to pay the Lease Payments and Additional Lease Payments required to be paid by it, pursuant to Section 8.3 of the Lease; or (d) a default by the City and the Authority’s election to terminate the Lease pursuant to Article X of the Lease. Representations, Covenants and Warranties of Tenant. The City and the Authority represents, covenants and warrants as follows: (a) The City and Authority are authorized under the Constitution and laws of the State of Minnesota and the City’s home rule charter to enter into the Lease and the transactions contemplated hereby, and to perform all of its obligations under the Lease. (b) The officers of the City and the Authority executing the Lease have been duly authorized to do so. (c) The City will not pledge, mortgage or assign the Lease, or its rights, duties and obligations thereunder to any other person, firm or corporation except as provided under the terms of the Lease. (d) Subject to the City’s rights under Section 5.6 of the Lease, the Facilities will be used until the Bonds have all been paid primarily to carry out the governmental or proprietary purposes of the City. (e) Subject to the provisions of Section 5.6 of the Lease, the City administration will include in the annual budget of the City submitted to the City Council, for each Fiscal Year during the Lease Term, moneys sufficient to pay and for the purpose of paying all Lease Payments and Additional Lease Payments and other obligations of the City under the Lease, and for this purpose the City will make a reasonable estimate of Additional Lease Payments to become due in the next fiscal year, and will take all other actions necessary to provide moneys for the payment of the obligations of the City under the Lease from sources of the City lawfully available for this purpose. (f) Except to the extent specifically provided in the Lease, the City is not obligated to appropriate or otherwise provide moneys for the payment of the Lease Payments or any other amounts coming due; and in the event of non-appropriation or non-renewal by the City, the City shall not be liable for general, special, incidental, consequential or other damages resulting therefrom. The Lease does not constitute a general obligation of the City, and the full faith and credit and taxing IV-2 powers of the City are not pledged for the payment of the Lease Payments or other amounts coming due, or other actions required to be performed, thereunder. (g) The City has determined that the purchase price to be paid for the Facilities under the Lease represents the fair market value of the Facilities; that Lease Payments and Additional Lease Payments thereunder during the Lease Term represent the fair value of the use of the Facilities, and that the Purchase Price represents the fair purchase price of the Facilities. The City hereby determines that the Lease Payments and Additional Lease Payments do not exceed a reasonable amount so as to place the City under an economic compulsion to renew the Lease or to exercise its option to purchase the Facilities. In making such determinations the City has given consideration to the costs of the Facilities, the uses and purposes for which the Facilities will be employed by the City, the benefit to the City by reason of the acquisition of the Facilities pursuant to the terms and provisions of the Lease and the City’s option to purchase the Facilities. The City hereby determines and declares that the acquisition of the Facilities and the leasing of the Facilities pursuant to the Lease will result in facilities of comparable quality and meeting the same requirements and standards as would be necessary if the acquisition of the Facilities were performed by the City other than pursuant to the Lease. The City hereby determines and declares that the period during which the City has an option to purchase the Facilities (i.e., the Term of the Lease) does not exceed the useful life of the Facilities. (h) The City acknowledges that regulations of the Comptroller of the Currency grant the City the right to receive brokerage confirmations of the security transactions as they occur. The City specifically waives such notification to the extent permitted by law and will receive periodic cash transaction statements that will detail all investment transactions. (i) The City will use the Facilities during the Lease Term only to perform governmental functions of the City, and will not enter into any sublease, use agreement, management agreement or other contract which would cause the Bonds to be considered “private activity bonds” or “private loan bonds” pursuant to Section 141 of the Internal Revenue Code if the result would be that interest payable on the Bonds would become includable in gross income for federal income tax purposes. (j) During the Term of the Lease, the City will not take or permit any of its officers to take any action with respect to the Lease or the Facilities which would cause interest on the Bonds to become includable in gross income of the recipient for federal income tax purposes under the Internal Revenue Code, and will take all actions necessary to ensure that interest on the Bonds remains excludable from gross income of the recipient under the Internal Revenue Code, insofar as it has the power and authority to take such actions. (k) No officer of the City who is authorized to take part in any manner in making the Lease or any contract contemplated thereby has a personal financial interest in or has personally and financially benefited from the Lease or any such contract. (l) There is not pending or overtly threatened any suit, action or proceeding against or affecting the City before or by any court, arbitrator, administrative agency or other governmental authority which materially and adversely affects the validity, as to the City, of the Lease, any of the obligations of the City thereunder or any of the transactions contemplated hereby. (m) No event of nonappropriation or other financing lease termination has occurred in connection with any prior lease financing by the City. IV-3 (n) The obligation created by the Lease ($2,620,000), together with all other net debt of the City, does not cause the net debt of the City to exceed the limitation set forth in Minnesota Statutes, Section 475.53. Authority’s Interest in the Site and Facilities. Upon payment of all Lease Payments and Additional Lease Payments due, or upon prepayment of the Lease Payments and Additional Lease Payments or discharge of the City’s obligation to make the Lease Payments and Additional Lease Payments in accordance with Article VIII of the Lease, and in either event, upon defeasance of the Bonds in accordance with Article X of the Indenture, full and unencumbered legal title to the Facilities shall pass to the City, and the Authority shall have no further interest therein. In such event the Authority and its officers shall take all actions necessary to authorize, execute and deliver to the City any and all documents necessary to vest in the City, all of the Authority’s right, title and interest in and to the Site and Facilities, free and clear of all liens, leasehold interests, encumbrances (other than Permitted Encumbrances), including, if necessary, a release of any and all interests or liens created under the provisions of the Lease. Maintenance and Modification of Facilities by the City. During the Term of the Lease the City shall, at its own expense, maintain, preserve and keep the Site and Facilities in good repair, working order and condition, and shall from time to time make all repairs, replacements and improvements necessary to keep the Site and Facilities in such condition. The Authority shall have no responsibility for any of these repairs, replacements or improvements. Taxes, Other Governmental Charges and Utility Charges. During the Term of the Lease the City shall also pay or cause to be paid when due all gas, water, steam, electricity, heat, power and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Site and the Facilities. The City shall also pay all property and excise taxes and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to the Site and the Facilities or any part thereof or the Lease Payments, and which become due during the Term of the Lease with respect thereto; and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Site and Facilities; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such installments as are required to be paid during the Term of the Lease as and when the same become due. The City shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by the Authority, its successors or assigns, unless such tax is made in lieu of or as a substitute for any real estate or other tax upon property. The City may, at the City’s expense and in the City’s name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Authority or the Trustee shall notify the City that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of the Authority in the Site and Facilities will be materially endangered or the Site, the Facilities or any part thereof will be subject to loss or forfeiture, in which event the City shall promptly pay such taxes, assessments or charges or provide the Authority and the Trustee with full security against any loss which may result from nonpayment, in form satisfactory to the Authority and the Trustee. Liability/Property Insurance. During the Term of the Lease the City shall procure and maintain continuously in effect with respect to the Site and Facilities, insurance against liability for injuries to or death of any person or damage to or loss of property arising out of or in any way relating to the maintenance, use or operation of the Site, the Facilities. The City shall also procure and maintain continuously in effect, to the extent of the full replacement value of the Facilities, other than building IV-4 foundations, insurance against loss from or damage by vandalism and fire, with a uniform standard extended coverage endorsement limited only as may be provided in the standard form of extended coverage endorsement at the time in use in the State of Minnesota, in such amount as will be at least sufficient so that a claim may be made for the full replacement cost of any part thereof damaged or destroyed. Damage, Destruction and Condemnation. If the Facilities or any portion thereof is destroyed (in whole or in part) or is damaged by fire or other casualty or title to or the temporary use of the Facilities or any part thereof, or the interest of the City or the Authority in the Site or the Facilities or any part thereof is taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, the City shall have the rights with respect to the Net Proceeds of any insurance or condemnation award specified in Section 7.7 of the Lease, but the City shall be obligated to continue to pay the Lease Payments and Additional Lease Payments due with respect to the Facilities. All Net Proceeds shall be applied to the prompt repair, restoration, modification, improvement or replacement of the Site and the Facilities by the City, or, if the City elects not to repair or rebuild, all Net Proceeds shall be applied to prepay the Lease Payments and Additional Lease Payments; in either event all Net Proceeds not needed for the purpose shall belong to the City. In the event Net Proceeds exceed $100,000, they shall be held by the Trustee and disbursed in payment of costs of repair, restoration, modification, improvement or replacement substantially in accordance with the procedure for disbursement of Bond proceeds from the Project Fund in Article IV of the Indenture. Assignment by Authority. Except as expressly provided in Section 9.1 of the Lease, the Authority’s rights and obligations under the Lease, including the right to receive and enforce payment of the Lease Payments and Additional Lease Payments to be made by the City under the Lease and its interest in the Site and the Facilities, shall not be assigned, pledged, mortgaged or transferred, in whole or in part, except to the Trustee pursuant to the Indenture. The City hereby approves the assignment made by the Authority to the Trustee under the Indenture of its interest in the Site, the Facilities, the Ground Lease, the Lease and the Lease Payments to become due thereunder. Assignment and Subleasing by the City. The rights and obligations of the City under the Lease may not be assigned by the City without the written consent of the Authority and the Trustee. The City may also sublease the Project, or any portion thereof, to any other entity, provided that the City furnishes to the Authority and the Trustee an Opinion of Counsel, who is nationally recognized bond counsel, that such sublease will not adversely affect the validity of the Outstanding Bonds or the exemption of the interest thereon from federal income taxation. Nothing in the Lease prohibits the City from assigning, subleasing, mortgaging, selling or otherwise using the Excluded Property in its sole discretion. Events of Default Defined (a) Failure by the City to pay any Lease Payment, Additional Lease Payment, or other payment required to be paid under the Lease at the time and from the sources specified within the Lease. (b) Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in clause (a) of section 10.1 of the Lease, for a period of 60 days after written notice specifying such failure and requesting that it be remedied has been given to the City by the Authority or the Trustee, unless the Authority and the Trustee shall agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, the Authority and the Trustee shall not unreasonably withhold their consent to an extension of such time if corrective action is instituted by the City within the applicable period and diligently pursued until the default is corrected. IV-5 (c) The occurrence of any of the following events: (i) The City shall (a) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or the like of the City or of all or a substantial part of its property, (b) commence a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), or (c) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts; or (ii) A proceeding or case shall be commenced, without the application or consent of the City, as the case may be, in any court of competent jurisdiction, seeking (a) the liquidation, reorganization, dissolution, winding-up, or the composition or adjustment of debts, of the City, (b) the appointment of a trustee, receiver, custodian, liquidator or the like of the City, or (c) similar relief in respect of the City under any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, and such proceeding or case has not been dismissed within 60 days of the filing thereof. If by reason of force majeure either party is unable in whole or in part to carry out its obligations under the Lease, it shall not be deemed in default during the continuance of such inability or during any other delays which are a direct consequence of the force majeure inability, and the time for such performance shall be extended to cover such delays. The term “force majeure” as used herein shall mean, without limitation, the following: acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States of America or any of its departments, agencies or officials, or any civil or military authority, or the State of Minnesota or any of its departments, agencies or officials; insurrections; riots; landslides; earthquakes; fires; storms; droughts; floods; explosions; breakage or accident to machinery, transmission pipes or canals; or any other cause or event not reasonably within the control of a party and not resulting from its negligence. Each party to the Lease agrees, however, to remedy with all reasonable dispatch the cause or causes preventing it from carrying out its agreements. Remedies on Default. Whenever any Event of Default shall have happened and be continuing, the Trustee may take, but only upon not less than 5 days’ written notice to the City, one or any combination of the following remedial steps: (a) Without terminating the Lease, re-enter and take possession of the Site and the Facilities and exclude the City from using it until the Event of Default is cured; or (b) Subject to the provisions of Section 5.6 of the Lease, take any action at law or in equity which may appear necessary or desirable to: (i) collect the Lease Payments and Additional Lease Payments then due for the Fiscal Year then in effect, (ii) collect any Lease Payments and Additional Lease Payments to become due and payable during the current Fiscal Year, or (iii) enforce performance and observance of any obligation, agreement or covenant of the City under the Lease; or (c) Terminate the Term of the Lease, exclude the City from possession of the Facilities, and use its best efforts to lease the Facilities to another for the account of the City, holding the City liable for the difference between the rentals received and the Lease Payments and Additional Lease Payments which would have been receivable hereunder for the Fiscal Year then in effect. IV-6 TRUST INDENTURE The following are excerpts of certain provisions of the Trust Indenture (the “Indenture”). These excerpts do not purport to be complete and reference is made to the full text of the Indenture for a complete recital of its terms. Establishment of Trustee. The Authority hereby employs the Trustee to receive, hold, invest, and disburse moneys to be paid to the Trustee pursuant to the Lease for credit to the various accounts in the Trust Estate established by the Indenture; to prepare, execute, deliver and deal with the Bonds; and to apply and disburse the Lease Payments received from the City to the owners of the Bonds; and to perform certain other functions; all as provided in the Indenture and subject to the terms and conditions of the Indenture. Application of Rental Payments. All Lease Payments will be paid directly to the Trustee and will be deposited in the Bond Fund and applied by the Trustee solely for the benefit of registered owners of the Bonds. Investment of Funds. To the extent authorized by applicable law, moneys on deposit to the credit of the Project Fund and the Bond Fund shall be invested by the Trustee, upon request by an Authorized Officer of the City, in Permitted Investments. Investments permitted under the Indenture may be purchased from the Trustee or from any of its affiliates. Investments so made shall be deemed at all times to be a part of the respective Fund, but may from time to time be sold or otherwise converted into cash, whereupon the proceeds derived from such sale or conversion shall be credited to such Fund. Any interest accruing on and any profit realized from such investment shall be credited to the respective Fund. All funds and accounts shall be valued in relation to the market value by the Trustee on a semiannual basis no fewer than 15 days prior to each interest payment date. Any investments purchased with amounts on deposit in any Fund under the Indenture may be exchanged for cash or investments of equal value credited to any other Fund. The Trustee shall redeem or sell, at the best price obtainable, any investments so made, whenever it shall be necessary to do so in order to provide moneys to meet any payment from the respective Fund. Neither the Trustee nor the Authority shall be liable for any loss resulting from any such investment, nor from failure to preserve rights against endorsers or other prior parties to instruments evidencing any such investment. Investment of funds pursuant to Section 5.03 of the Indenture shall be limited as to amount and yield of investment in such manner that no part of the Outstanding Bonds shall be deemed “arbitrage bonds” under Section 148 of the Internal Revenue Code and regulations thereunder. The Trustee shall be entitled to rely on the Tax Certificate delivered in connection with the issuance of the Bonds. Investment of funds pursuant to Section 5.03 of the Indenture shall comply with all procedures required under applicable Treasury Regulations to qualify the purchase price of an investment as the fair market value of such investment. Funds and Accounts. Pursuant to the provisions of the Indenture, the Authority assigns to the Trustee, and to its successor(s), all of the right, title and interest of the Authority in the Lease. There shall be established with the Trustee the following funds: Project Fund . The Authority hereby establishes a fund (the “Project Fund”) with the Trustee and, on the Closing Date, there shall be deposited with the Trustee to the credit of the Project Fund proceeds of the Series 2019B Bonds. As provided in Section 4.05 of the Indenture, Construction Period income and profit from the investment of moneys in the Project Fund shall be credited to the Project Fund. In addition to such proceeds of the Series 2019B Bonds, income and profit, the City has covenanted in the Lease that, upon request of the Trustee, it will deposit in the Project Fund the additional moneys, if any, which, together with such proceeds, income and profit will be sufficient to finance the total Project Costs. The Authority has no obligation to deposit any moneys in the Project Fund or to apply moneys to Project Costs except proceeds of Bonds or funds made available by the City. Project Costs payable from the proceeds of the Bonds do not include any costs of the Excluded Portion. IV-7 Bond Fund . The Authority hereby establishes and shall maintain with the Trustee, so long as any Bonds are Outstanding, a separate Fund to be designated “Economic Development Authority of the City of Victoria, Minnesota Lease Revenue Bonds (Municipal Liquor Store Project) Bond Fund” (the “Bond Fund”), into which the Trustee shall deposit: (i) An amount equal to the accrued interest on the Bonds. (ii) On August 1, 2020 and each February 1 and August 1, or as soon after the due date as received from the City, all payments by the City as Lease Payments under Section 4.2 of the Lease. (iii) All other moneys received by the Trustee from the City when accompanied by directions of the City that such moneys are to be paid into the Bond Fund or used for purposes for which moneys in the Bond Fund may be used. (iv) All other moneys required to be deposited in the Bond Fund pursuant to any provision of the Indenture, the Ground Lease, the Lease or the Bond Resolution. Trustee; Duties, Removal and Resignation. The Trustee, prior to the occurrence of an Event of Default and after the curing of all such Events of Default as may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in the Indenture. During the existence of any Event of Default which has not been cured, the Trustee shall exercise such rights and powers, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. The Trustee shall not be required to take notice or be deemed to have notice of any Default or Event of Default thereunder except Default in the deposits or payments specified, or failure by the Authority or the City to file with it any of the documents required or to deposit with it evidence of the insurance policies required thereunder or under the Lease, unless the Trustee shall be specifically notified in writing of such Default or Event of Default by the City, by the Authority or by the Owners of at least a majority in aggregate principal amount of Bonds Outstanding hereunder, and in order to be effective, all notices or other instruments required by the Indenture to be delivered to the Trustee must be delivered at the office of the Trustee, and in the absence of such notice so delivered, the Trustee may conclusively assume that there is no Default or Event of Default, except as aforesaid. The Trustee may resign and be discharged from the trusts created by the Indenture by giving to the City 30 days’ notice in writing, and to the Owners notice by first class mail at their addresses as set forth on the registration books, of such resignation, specifying a date when such resignation shall take effect. Such resignation shall take effect no earlier than the date on which a successor trustee shall have been appointed as hereinafter provided. Appointment of Successor Trustee. In case at any time the Trustee shall resign or shall be removed or otherwise shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or if a public supervisory office shall take charge or control of the Trustee or of its property or affairs, a vacancy shall forthwith and ipso facto be created in the office of such Trustee hereunder, and a successor may be appointed by either (i) the Authority and the City or (ii) the Owners of a majority in principal amount of the Bonds hereby secured and then Outstanding, by an instrument or instruments in writing filed with the Trustee and executed by the Authority and the City or by such Owners, as applicable, notification thereof being given to the City, but in the event the Trustee has been removed by action of the Owners, until a new Trustee shall be appointed by the Owners as therein authorized, the Authority may, subject to the provisions thereof, appoint a Trustee to fill such vacancy. After any appointment by the Authority, the Trustee so appointed shall cause IV-8 notice of its appointment to be mailed within 30 days after such appointment to the registered Owners of the Bonds, but any new Trustee appointed by the Authority shall immediately and without further act be superseded by a Trustee appointed in the manner above provided by the Owners of a majority in principal amount of the Bonds whenever such appointment by the Owners shall be made. If, in a proper case, no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of Section 8.16 of the Indenture within 6 months after a vacancy shall have occurred in the office of Trustee, the Owner of any Bond hereby secured or any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Said court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. Issuance of Additional Bonds. The Authority, upon request of the City, may issue Additional Bonds of any series in amounts which are sufficient to pay the cost of completing the Project, acquiring, constructing or equipping Improvements and refunding Outstanding Bonds, to pay the costs of issuing such Additional Bonds and in the case of Additional Bonds issued to pay the cost of Improvements, to fund interest payable on such Additional Bonds for a period of time not to exceed 6 months beyond the completion of any Improvements financed with the proceeds thereof. Additional Bonds to Pay the Cost of Improvements. Additional Bonds of any series may be issued, at one time or from time to time, subject to the conditions described in the Indenture, in an aggregate amount sufficient with any other funds available and committed therefor, to pay the cost of any Improvements, including Improvements located on real property contiguous with the Site, if such real property is to be acquired by the City and leased to the Authority pursuant to the Ground Lease; provided, however, that such real property, whether or not financed with the proceeds of Additional Bonds shall, as a condition to the issuance of such Additional Bonds, be subjected to the Ground Lease and the Lease and become part of the Site, and the City, the Trustee and the Authority shall take all action necessary to so provide. Additional Bonds for Refunding Purposes. Additional Bonds may be issued at any time or from time to time, subject to the conditions described in the Indenture, for the purpose of providing funds, with any other funds available and committed therefor, for paying at their stated maturities or earlier optional redemption date all the Outstanding Bonds of any one or more series, including the payment of any interest which will accrue on such Bonds to the stated maturities or earlier optional redemption date thereof, and any expenses in connection with such refunding. Additional Bonds of any series may be executed by the Authority and delivered to the Trustee for authentication, but only upon receipt by the Trustee of the following: (i) An executed counterpart of the Supplemental Indenture creating such Additional Bonds; (ii) Executed counterparts of amendments to the Ground Lease and the Lease adding the property, if any, financed with the Additional Bonds to the Site and providing for additional Lease Payments sufficient to provide for the payment of principal, premium, if any, and interest on all Bonds to be Outstanding after the issuance of the Additional Bonds. Amendments to the Lease and the Ground Lease Not Requiring Consent of Owners. The Authority, the City and the Trustee are permitted, without the consent of or notice to the Owners, to consent to any amendment, change or modification of the Lease or the Ground Lease as may be required (i) by the provisions of the Lease or the Ground Lease or this Indenture, (ii) for the purpose of curing any ambiguity or formal defect or omission, (iii) in connection with the issuance of Additional Bonds as provided herein, or (iv) in connection with any other change in the Lease or the Ground Lease which, in the Opinion of Counsel, does not materially adversely affect the interests of the Trustee or the Owners of the Bonds. IV-9 Additionally, the City shall have the right to amend the Ground Lease and the Lease to clarify the legal description of the Site and the Excluded Property, as built, or to reflect the legal description of the Site and the Excluded Property plus common elements and limited common elements upon filing of common interest community plat prepared in accordance with Minnesota Statutes, Section 515B.2-1101 upon substantial completion of the structural components and common mechanical systems of the building constituting the Facilities or to reflect a registered land survey of the Site and the Excluded Property and the Trustee is authorized to execute, without the consent of the Holders, any amendment to the Ground Lease and/or the Lease and any necessary easements, including without limitation easements permitted under the Lease, quitclaim deeds or partial releases of the Ground Lease and/or the Lease, and any required consent, approval or other similar document necessary in connection therewith, upon receipt of a certification from the City that such amendments or other documents are not detrimental to the proper conduct of the operations of the City on or in the Site or the Facilities. GROUND LEASE The following is an excerpt of certain provisions of the Ground Lease (the “Ground Lease”). The excerpt does not purport to be complete and reference is made to the full text of the Ground Lease for a complete recital of its terms. The Ground Lease, is made and entered into as of September 1, 2019 by and between the City, as Lessor and the Authority, as Lessee. Subject to and upon the terms, conditions, covenants and undertakings set forth in the Ground Lease, the City leases and permits the use to, and the Authority leases from the City, the Site. For the avoidance of doubt, the Site does not include the Excluded Portion which the City retains for its own use and enjoyment. Warranties. City covenants and warrants to Authority: (1) That the City has good and merchantable title to the Site, has authority to enter into, execute and deliver the Ground Lease, has duly authorized the execution and delivery of the Ground Lease and has duly executed and delivered the Ground Lease; (2) That the Site is not subject to any dedication, easement, right-of-way, reservation in patent, covenant, condition, restriction, lien or encumbrance which would prohibit or materially interfere with the construction of certain facilities, including the Facilities on the Site, as contemplated by the Lease; (3) That all taxes, assessments or impositions of any kind with respect to the Site, except current taxes, have been paid in full; (4) That the Land is properly zoned for the purpose of the Facilities. (5) That the City has authority to enter into, execute and deliver the Lease, has duly authorized its execution and delivery, and has duly executed and delivered the Lease. Term. The term of the Ground Lease shall commence as of September 1, 2019, and shall end on February 1, 2045, subject to earlier termination as provided in the Lease. Rent. The rent shall be One Dollar ($1.00) payable in advance on the Closing Date, as defined in the Lease. Use. Authority shall not use or permit the use of the Site for any unlawful purpose. APPENDIX V V-1 EXCERPT OF 2018 COMPREHENSIVE ANNUAL FINANCIAL REPORT Data on the following pages was extracted from the City’s Comprehensive Annual Financial Report for fiscal year ended December 31, 2018. The reader should be aware that the complete financial statements may contain additional information which may interpret, explain or modify the data presented here. The City’s comprehensive annual financial reports for the years ending 1966 through 2017 were awarded the Certificate of Achievement for Excellence in Financial Reporting by the Government Finance Officers Association of the United States and Canada (GFOA). The Certificate of Achievement is the highest form of recognition for excellence in state and local government financial reporting. The City has submitted its CAFR for the 2018 fiscal year to GFOA. In order to be awarded a Certificate of Achievement, a government unit must publish an easily readable and efficiently organized comprehensive annual financial report (CAFR), whose contents conform to program standards. Such CAFR must satisfy both generally accepted accounting principles and applicable legal requirements. A Certificate of Achievement is valid for a period of one year only. APPENDIX VI VI-1 SITE PLAN APPENDIX VII VII-1 FLOOR PLAN 592144v1BR291-398 GROUND LEASE Between CITY OF BROOKLYN CENTER As Lessor and ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN CENTER, MINNESOTA As Lessee Dated as of September 1, 2019 This instrument was drafted by: KENNEDY & GRAVEN, CHARTERED (JSB) 470 U.S. Bank Plaza, 200 South Sixth Street Minneapolis, Minnesota 55402 (612)337-9300 1 592144v1BR291-398 THIS GROUND LEASE, made as of this 1 st day of September, 2019, by and between the CITY OF BROOKLYN CENTER, a home rule charter city and political subdivision of the State of Minnesota (the “City”), as Lessor and the Economic Development Authority of Brooklyn Center, Minnesota, a public body corporate and politic and political subdivision of the State of Minnesota (together with its successors and assigns as lessee hereunder, the “EDA”), as Lessee. W I T N E S S E T H : In consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows: ARTICLE I Demise Of Site And Warranties Section 1.01. Demise. Subject to and upon the terms, conditions, covenants and undertakings hereinafter set forth, the City hereby leases and permits the use to, and the EDA hereby leases from the City, the property described in Exhibit A attached hereto, located in Hennepin County, Minnesota (the “Site”). For the avoidance of doubt, the parties acknowledge and agree that the Site does not include the portion of the building constructed on Lot 5, Block 1, Shingle Creek Crossing 5th Addition, County of Hennepin, State of Minnesota, which is described after the word “Excluding” in Exhibit A and is depicted in Exhibit B (the “Excluded Portion”) which the City shall retain for its own use and enjoyment. Section 1.02. Warranties. The City covenants and warrants to the EDA: (1) That the City has good and merchantable title to the Site, has authority to enter into, execute and deliver this Ground Lease, has duly authorized the execution and delivery of this Ground Lease and has duly executed and delivered this Ground Lease; (2) That the Site is not subject to any dedication, easement, right-of-way, reservation in patent, covenant, condition, restriction, lien or encumbrance which would prohibit or materially interfere with the construction of certain facilities, including a municipal liquor store (the “Facilities”) on the Site, as contemplated by that certain Lease-Purchase Agreement by and between the City and the EDA of even date herewith (the “Lease”); (3) That all taxes, assessments or impositions of any kind with respect to the Site, except current taxes, have been paid in full; (4) That the Site is properly zoned for the purpose of the Facilities; and (5) That the City has authority to enter into, execute and deliver the Lease, has duly authorized its execution and delivery, and has duly executed and delivered the Lease. 2 592144v1BR291-398 Section 1.03. Environmental Covenant. To the best knowledge of the City, after due inquiry, (i) no dangerous, toxic or hazardous pollutants, contaminants, chemicals, waste, materials or substances, as defined in or governed by the provisions of any federal, state or local law, statute, code, ordinance, regulation, requirement or rule relating thereto (collectively, “Environmental Regulations”), and also including ureaformaldehyde, polychlorinated biphenyls, asbestos, asbestos containing materials, nuclear fuel or waste, radioactive materials, explosives, carcinogens and petroleum products, or any other waste, material, substance, pollutant or contaminant which would subject the owner of the Site and the Facilities to any damages, penalties or liabilities under any applicable Environmental Regulation (collectively, “Hazardous Substances”) are now or have been stored, located, generated, produced, processed, treated, transported, incorporated, discharged, emitted, released, deposited or disposed of in, upon, under, over or from the Site or the Facilities in violation of any Environmental Regulation; (ii) no threat exists of a discharge, release or emission of a Hazardous Substance upon or from the Site into the environment; (iii) the Site has not been used as or for a mine, a landfill, a dump or other disposal facility, an industrial or manufacturing facility, or a gasoline service station; (iv) no underground storage tank is located at the Site or has previously been located therein but has been removed therefrom; (v) no violation of any Environmental Regulation now exists relating to the Site or the Facilities, no notice of any such violation or any alleged violation thereof has been issued or given by any governmental entity or agency, and there is not now any investigation or report involving the Site or the Facilities by any governmental entity or agency which in any way relates to Hazardous Substances; (vi) no person, party or private or governmental agency or entity has given any notice of or asserted any claim, cause of action, penalty, cost or demand for payment or compensation, whether or not involving any injury or threatened injury to human health, the environment or natural resources, resulting or allegedly resulting from any activity or event described in (i) above; (vii) there are not now any actions, suits, proceedings or damage settlements relating in any way to Hazardous Substances, in, upon, under, over or from the Site, (viii) the Site is not listed in the United States Environmental Protection Agency’s National Priorities List of Hazardous Waste Sites or any other list of Hazardous Substance sites maintained by any federal, state or local governmental agency; and (ix) the Site is not subject to any lien or claim for lien or threat of a lien in favor of any governmental entity or agency as a result of any release or threatened release of any Hazardous Substance. The City shall not store, locate, generate, produce, process, treat, transport, incorporate, discharge, emit, release, deposit or dispose of any Hazardous Substance in, upon, under, over or from the Site or the Facilities in violation of any Environmental Regulation, shall not permit any Hazardous Substance to be stored, located, generated, produced, processed, treated, transported, incorporated, discharged, emitted, released, deposited, disposed of or to escape therein, thereupon, thereunder, thereover or therefrom in violation of any Environmental Regulation, shall cause all Hazardous Substances to be properly removed therefrom and properly disposed of in accordance with all applicable Environmental Regulations, shall not install or permit to be installed any underground storage tank therein or thereunder in violation of any Environmental Regulations which are applicable to the Site and the Facilities. In the event any Hazardous Substance is found upon, under, over or from the Site or the Facilities in violation of any Environmental Regulation or if any lien or claim for lien in favor of any governmental entity or agency as a result of any release of any Hazardous Substance is 3 592144v1BR291-398 threatened, the City, at its sole cost and expense, shall, within 10 days of such finding, deliver written notice thereof to the EDA and the Trustee (as defined in the Lease) and shall promptly remove such Hazardous Substances upon, under, over or from the Site or the Facilities and prevent the imposition of any liens against the Site or the Facilities for the cleanup of any Hazardous Materials. Such removal shall be conducted and completed in compliance with all applicable federal, state and local laws, regulations, rules ordinances and policies, in accordance with the orders and directives of all federal, state and local governmental authorities. In the event the City has not removed such Hazardous Substances within a time period deemed reasonable by the Trustee, the City shall, at the written direction of the Trustee, take such remedial action as the Trustee shall direct. In the event the City shall not comply with the written directions of the Trustee within the time frame established within its written directions, the City hereby grants to the EDA and the Trustee an irrevocable license to remove Hazardous Substances from, repair, clean up, and detoxify the Site and the Facilities and agrees to reimburse the EDA and the Trustee for all of their costs therefor. The City reserves the right to recover from responsible third parties all costs or reimbursements paid by the City under this Section 1.03. The City further agrees, to the extent permitted by Minnesota law, to reimburse the EDA and the Trustee for any and all claims, demands, judgments, penalties, liabilities, costs, damages and expenses, including court costs and attorneys’ fees directly or indirectly incurred by the EDA and the Trustee (prior to trial, at trial and on appeal) in any action against or involving the EDA or the Trustee, resulting from any breach of the foregoing covenants, or from the discovery of any Hazardous Substance, in, upon, under or over, or emanating from the Site or the Facilities, whether or not the City is responsible therefor, it being the intent of the City, the EDA and the Trustee that the EDA and the Trustee shall have no liability or responsibility for damage or injury to human health, the environment or natural resources caused by, for abatement and/or clean up of, or otherwise with respect to, Hazardous Substances by virtue of the interests of the EDA and the Trustee in the Site and the Facilities pursuant to this Ground Lease, or hereafter created, or as the result of the EDA or the Trustee exercising any of its or their rights or remedies with respect thereto hereunder or under any other instrument, including but not limited to becoming the owner thereof by foreclosure or conveyance in lieu of foreclosure. The foregoing representations, warranties and covenants of this Section shall be deemed continuing covenants, representations and warranties for the benefit of the EDA and the Trustee, including but not limited to any purchaser at a foreclosure sale, any transferee of the title of the Trustee or any other purchaser at a foreclosure sale, and any subsequent owner of the Site or the Facilities, and shall survive the satisfaction or release of this Ground Lease, any foreclosure of a mortgage lien under the Indenture or any other instrument, and/or any acquisition of title to the Site or the Facilities or any part thereof by the EDA or the Trustee, by deed in lieu of foreclosure of otherwise. Any amounts covered by the foregoing shall bear interest from the date incurred at the maximum rate permitted by law and shall be payable on demand. 4 592144v1BR291-398 ARTICLE II Term And Rent Section 2.01. Term. The term of this Ground Lease shall commence as of the day and year first above written, and shall end on February 1, 2045 subject to earlier termination as provided in the Lease. Section 2.02. Rent. The rent for the entire term of this Ground Lease shall be One Dollar ($1.00), payable in one installment in advance on the Closing Date, as defined in the Lease. ARTICLE III Use Of Site; Additional Covenants Section 3.01. Use. The EDA shall not use or permit the use of the Site for any unlawful purpose. Section 3.02. Quiet Enjoyment. The City covenants that upon the EDA’s paying the rent reserved herein, and performing all conditions and covenants set forth in this Ground Lease and the Lease, the EDA shall and may peaceably have, hold and enjoy the Site for the term of this Ground Lease. The EDA covenants that upon expiration of this Ground Lease, it shall give the City peaceable possession of the Site, together with the Facilities and any other improvements constructed thereon pursuant to the Lease. Section 3.03. Assignment and Subletting. The EDA shall have the right to assign its interest in this Ground Lease, and to sublet the Site in accordance with the Lease. Specifically, on the date of execution of this Ground Lease, the EDA shall assign all of its right, title and interest hereunder to the Trustee named in the Lease, and the City hereby consents to such assignment. From and after such assignment, all references herein to the EDA shall be deemed to be references to the Trustee. Section 3.04. Additional Covenants. In the event that any person or entity, however organized (other than the EDA or any assignee of the EDA), shall be determined to hold any interest that in any manner affects the City’s good and merchantable title to the Site, the City shall use its best efforts to acquire the interest so held, such acquisition to be made at the City’s sole cost and expense. The City hereby agrees to save and keep harmless the EDA, or any assignee of the EDA, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses (including reasonable attorneys’ fees, but only in the event that litigation is actually commenced by the EDA) of whatever kind and nature, imposed on, incurred by or asserted against the EDA, or any assignee of the EDA, that in any way relate to or arise out of the assertion of any interest affecting the City’s good and merchantable title to the Site by any person or entity, however organized (other than the EDA or any assignee of the EDA). 5 592144v1BR291-398 ARTICLE IV Lessee’s Default; Remedies Section 4.01 Lessee’s Default. The following shall be an “event of default” or a “default” hereunder: if Lessee shall fail to (i) pay the rent provided herein, (ii) observe or perform any of the obligations of Lessee otherwise provided herein, (iii) observe or perform any of its obligations under the Lease in accordance with the terms thereof. Section 4.02 Lessor’s Remedies. Upon the occurrence of an event of default by Lessee hereunder, which shall remain uncured for 30 days after receipt by Lessee of written notice of such event of default, Lessor may thereafter or any time subsequently during the existence of such breach or default; (i) enter into and upon the Land and repossess the same, expelling and removing therefrom all persons and property, and (ii) terminate this Ground Lease, holding Lessee liable for damages for its breach. ARTICLE IV Miscellaneous Section 5.01. Binding Effect. This Ground Lease shall be binding upon, and inure to the benefit of, the parties hereto, and their successors and assigns. Section 5.02. Certain Defined Terms. Unless the context hereof clearly requires otherwise, capitalized terms used in this Ground Lease and defined in the Lease are used herein with the same meanings as set forth in the Lease. Section 5.03 Applicable Law. This Ground Lease shall be interpreted and enforced in accordance with the laws of the State of Minnesota. S-1 592144v1BR291-398 IN WITNESS WHEREOF, the parties hereto have executed this Ground Lease as of the date first above written. CITY OF BROOKLYN CENTER, MINNESOTA By Its Mayor By Its City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of ________, 2019 by _____________________ and _________________, the Mayor and City Manager, respectively, of the City of Brooklyn Center, Minnesota, a home rule charter city and political subdivision of the State of Minnesota, on behalf of said political subdivision. Notary Public S-2 592144v1BR291-398 ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA By Its President By Its Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of ________, 2019 by _____________________ and _________________, the President and Executive, respectively, of the Economic Development Authority of Brooklyn Center, Minnesota, a body corporate and politic organized and existing under the Constitution and laws of the State of Minnesota and political subdivision of the State of Minnesota, on behalf of said political subdivision. Notary Public A-1 592144v1BR291-398 EXHIBIT A Legal Description Lot 5, Block 1, Shingle Creek Crossing 5th Addition, County of Hennepin, State of Minnesota Excluding: [insert metes and bounds description of Excluded Portion] B-1 592144v1BR291-398 EXHIBIT B Depiction of Excluded Portion 588146v1BR291-398 LEASE-PURCHASE AGREEMENT between ECONOMIC DEVELOPMENT OF THE CITY OF BROOKLYN CENTER, MINNESOTA as Lessor and CITY OF BROOKLYN CENTER, MINNESOTA as Lessee Dated as of September 1, 2019 This instrument drafted by: KENNEDY & GRAVEN, Chartered (JSB) 200 South Sixth Street 470 U.S. Bank Plaza Minneapolis, Minnesota 55402 (612) 337-9300 588146v1BR291-398 i TABLE OF CONTENTS Page PARTIES AND RECITALS............................................................................................................1 ARTICLE I Definitions and Exhibits Section 1.1. Definitions................................................................................................................2 Section 1.2. Exhibits ....................................................................................................................5 ARTICLE II Representations, Covenants and Warranties Section 2.1. Representations, Covenants and Warranties of the City ..........................................6 Section 2.2. Representations, Covenants and Warranties of the Authority .................................8 ARTICLE III Acquisition and Construction of Facilities; Payment of Project Costs Section 3.1. Project Costs ..........................................................................................................10 Section 3.2. Acquisition and Construction of Facilities; Payment of Cost ................................10 ARTICLE IV Sale and Lease of Facilities Section 4.1. Lease and Sale of Facilities ....................................................................................12 Section 4.2. Lease Payments ......................................................................................................12 Section 4.3. Additional Lease Payments....................................................................................12 Section 4.4. Source of Lease Payments .....................................................................................13 Section 4.5. City’s Obligations and Remedies...........................................................................14 Section 4.6. Possession and Enjoyment .....................................................................................14 Section 4.7. Authority Access to Site and Facilities ..................................................................15 ARTICLE V Term of Lease; Transfer or Surrender of Site and Facilities Section 5.1. Lease Term.............................................................................................................16 Section 5.2. Termination of Lease Term ...................................................................................16 Section 5.3. Authority’s Interest in the Site and Facilities ........................................................16 Section 5.4. Surrender of Site and Facilities ..............................................................................16 Section 5.5. Purchase; Conveyance of Title ..............................................................................17 Section 5.6. Non-Appropriation .................................................................................................17 588146v1BR291-398 ii Section 5.7. Intent to Continue Term; Appropriations ..............................................................17 Section 5.8. Effect of Termination .............................................................................................17 ARTICLE VI General Matters Section 6.1. Use; Permits ...........................................................................................................19 Section 6.2. Maintenance and Modification of Facilities by the City .......................................19 Section 6.3. Taxes, Other Governmental Charges and Utility Charges.....................................20 Section 6.4. Liens .......................................................................................................................20 Section 6.5. Easements ..............................................................................................................21 Section 6.6. Addition and Substitution of Land .........................................................................21 Section 6.7. Compliance with Indenture ....................................................................................21 Section 6.8. Tax Covenants .......................................................................................................22 Section 6.9. Financial Statements ..............................................................................................22 Section 6.10. UCC Covenants .....................................................................................................23 Section 6.11. Continuing Disclosure Certificate..........................................................................23 ARTICLE VII Insurance and Indemnification; Damage, Destruction and Condemnation Section 7.1. Liability Insurance .................................................................................................24 Section 7.2. Property Insurance .................................................................................................24 Section 7.3. Administration of Claims, Etc. ..............................................................................24 Section 7.4. Other Insurance and Requirements for All Insurance............................................24 Section 7.5. Indemnification ......................................................................................................25 Section 7.6. Hazardous Substance Indemnification ...................................................................25 Section 7.7. Damage, Destruction and Condemnation ..............................................................26 Section 7.8. Insufficiency of Net Proceeds ................................................................................27 Section 7.9. Cooperation of Authority .......................................................................................27 Section 7.10. Condemnation of Other Property Owned by the City ...........................................27 ARTICLE VIII Option to Purchase; Option to Prepay Section 8.1. Option to Purchase or Prepay ................................................................................28 Section 8.2. Exercise of Option .................................................................................................28 Section 8.3. Provision for Payment of Purchase Price; Discharge of City’s Obligation ...........28 Section 8.4 Prerequisite; No Default ........................................................................................28 ARTICLE IX Assignment, Subleasing, Indemnification, Mortgaging and Selling Section 9.1. Assignment by Authority .......................................................................................29 588146v1BR291-398 iii Section 9.2. Assignment and Subleasing by the City ................................................................29 Section 9.3. Restriction on Mortgage or Sale of Project by the City .........................................29 Section 9.4. Assignment, Subleasing, Mortgaging and Selling of Excluded Property ..............29 ARTICLE X Events of Default and Remedies Section 10.1. Events of Default Defined .....................................................................................30 Section 10.2. Remedies on Default ..............................................................................................31 Section 10.3. Delay; Notice .........................................................................................................31 Section 10.4. No Remedy Exclusive............................................................................................31 Section 10.5. No Additional Waiver Implied by One Waiver .....................................................31 ARTICLE XI Administrative Provisions Section 11.1. Notices ...................................................................................................................33 Section 11.2. Binding Effect ........................................................................................................33 Section 11.3. Severability ............................................................................................................33 Section 11.4. Amendments, Changes and Modifications ............................................................33 Section 11.5. Further Assurances and Corrective Instruments ....................................................33 Section 11.6. Execution in Counterparts......................................................................................34 Section 11.7. Applicable Law ......................................................................................................34 Section 11.8. Authorized Officers ...............................................................................................34 Section 11.9. Captions .................................................................................................................34 SIGNATURES ............................................................................................................................. S-1 EXHIBIT A Description of Site and Facilities ........................................................................ A-1 EXHIBIT B Schedule of Lease Payments ................................................................................B-1 EXHIBIT C Completion Certificate .........................................................................................C-1 588146v1BR291-398 1 THIS LEASE-PURCHASE AGREEMENT dated as of September 1, 2019 (the “Lease”), by and between the ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA, a public body corporate and politic and political subdivision of the State of Minnesota, as lessor (the “EDA”), and the CITY OF BROOKLYN CENTER, a home rule charter city and political subdivision of the State of Minnesota (the “City”), as lessee; WITNESSETH: WHEREAS, the City is authorized by law to acquire such items of real and personal property as are needed to carry out its governmental and proprietary functions, and to acquire such real and personal property by entering into lease-purchase contracts; and WHEREAS, the City has determined that it is necessary for it to acquire pursuant to this Lease the EDA’s interest in certain real property described on Exhibit A hereto (the “Site”), together with certain buildings, structures and improvements to be constructed thereon, and certain equipment and furnishings to be contained therein (as further defined herein, the “Facilities”); and WHEREAS, the development of the Site and the Facilities is consistent with and furthers the economic development functions of the EDA; and WHEREAS, the EDA is willing to acquire a leasehold interest in the Site pursuant to a Ground Lease of even date herewith (the “Ground Lease”) from the City to the EDA and to acquire title to the Facilities and to lease and sell the Site and the Facilities to the City, pursuant to this Lease; and WHEREAS, to provide funds for the acquisition and construction of the Facilities, the EDA will issue its $2,620,000 Economic Development Authority of Brooklyn Center, Minnesota Lease Revenue Bonds (Liquor Store Project), Series 2019B (the “Series 2019B Bonds”), pursuant to a resolution adopted by the Board of Commissioners of the EDA on August 12, 2019 and a Trust Indenture of even date herewith (the “Indenture”), between the EDA and Zions Bancorporation, Chicago, Illinois, as trustee (the “Trustee”); and WHEREAS, pursuant to the Indenture, the EDA will assign to the Trustee all of the EDA’s right, title and interest in and to the Ground Lease, this Lease and the Lease Payments to be made hereunder (other than certain rights to indemnification and payment of expenses of the EDA); NOW, THEREFORE, in the joint and mutual exercise of their powers, and in consideration of the mutual covenants herein contained, the parties hereto recite and agree as follows: 588146v1BR291-398 2 ARTICLE I Definitions and Exhibits Section 1.1. Definitions. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Lease and Exhibits attached hereto, have the meanings herein specified: “Additional Lease Payments” means payments due from the City pursuant to Section 4.3 hereof. “Authorized Officer,” when used with respect to the City, means its Mayor, its City Manager, its Clerk, or any other person who is designated in writing by the City as an Authorized Officer for purposes of this Lease, and when used with respect to the EDA means its Secretary, Executive Director, President or any other person who is designated in writing by the EDA as an Authorized Officer for purposes of this Lease. “Bond Counsel” means any attorney or law firm having a national reputation as bond counsel in connection with the issuance of state and local governmental obligations and appointed by the EDA as bond counsel. “Bonds” means the Series 2019B Bonds and any Additional Bonds issued pursuant to the Indenture. “Business Day” means any day on which the Trustee is open for business. “City” means the City of Brooklyn Center, a home rule charter city and political subdivision of the State of Minnesota, and any successor to its functions. “City Council” means the City Council of the City and any successor as governing body of the City. “Closing Date” means the date upon which the Bonds of any series are delivered to the Original Purchaser (as defined in the Indenture) against payment therefor. “Completion Date” means the date of completion of construction of the Facilities, established in accordance with Section 3.2(e) hereof. “Cost of Issuance” means all fees and expenses incurred by the City and the EDA in connection with the execution and delivery of the Lease and the issuance of the Bonds, including, but not limited to, costs of preparing and printing the Bonds, this Lease, the Ground Lease, the Indenture, the Official Statement relating to the Bonds, and related documents; legal fees (including, without limitation, those of Bond Counsel, counsel to the Trustee, the EDA, the City and the Insurer); recording fees and title insurance premiums; Rating Agency fees; financial advisor’s fees; the Trustee’s initial fees. 588146v1BR291-398 3 “EDA” means the Economic Development Authority of Brooklyn Center, Minnesota, a public body corporate and politic and political subdivision of the State of Minnesota, and its successors and assigns as lessor hereunder. “Excluded Portion” means the portion of the building constructed on Lot 5, Block 1, Shingle Creek Crossing 5th Addition, County of Hennepin, State of Minnesota, which is described after the word “Excluding” in Exhibit A and is depicted in Exhibit D . “Facilities” means any buildings, structures and improvements to be constructed as the City’s municipal liquor store on the Site, and all furniture, fixtures and equipment to be acquired with proceeds of sale of the Bonds and located thereon. For the avoidance of doubt, the parties acknowledge and agree that the Facilities do not include the Excluded Portion. “Fiscal Year” means the 12-month fiscal period of the City, which commences on January 1 and ends on December 31 of each year. “Ground Lease” means the Ground Lease, dated as of September 1, 2019, by which the City leases the Site to the EDA, as amended or supplemented from time to time. “Improvements” means any addition, enlargement, improvement, extension or alteration of or to the Facilities as they then exist, and also means any fixtures, structures or other facilities (other than the Facilities) acquired or constructed by the City and located on the Site. “Indenture” means the Trust Indenture dated as of September 1, 2019, by and between the EDA and the Trustee, and any amendments or supplements thereto. “Independent,” when used with reference to an attorney, engineer, architect, certified public accountant, consultant or other professional person, means a person who (i) is in fact independent, (ii) does not have any material financial interest in the City or the transaction to which such person’s Certificate or opinion relates (other than payment to be received for professional services rendered), and (iii) is not connected with the EDA or the City as an officer, director or employee. “Independent Counsel” means an Independent attorney duly admitted to practice law before the highest court of any state. “Interest Payment Date” means August 1, 2020and each February 1 and August 1 thereafter until the Bonds are paid in full. “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended. “Lease” means this Lease-Purchase Agreement, between the EDA, as lessor, and the City, as lessee, as amended or supplemented from time to time. 588146v1BR291-398 4 “Lease Payment” means each of the payments due from the City to the EDA on each Lease Payment Date during the Term of this Lease, as shown on Exhibit B . “Lease Payment Date” means the date upon which any Lease Payment is due and payable as provided in Exhibit B . “Net Proceeds,” when used with respect to proceeds of insurance or a condemnation award, means moneys received or receivable by the City, as owner or as lessee hereunder, or the Trustee, as lessee under the Ground Lease or as secured party, of the Site or the Facilities, less the cost of recovery (including attorneys’ fees) of such moneys from the insuring company or the condemning authority. “Official Statement” means any official statement utilized by the Original Purchaser (as defined in the Indenture) in connection with the sale of the Bonds. “Owner” means the registered owner of any Outstanding Bond. “Permitted Encumbrances” means, as of any particular time: (i) liens for taxes and assessments not then delinquent, or which the City may, pursuant to provisions of Section 6.3 hereof, permit to remain unpaid, (ii) the Ground Lease, this Lease, and amendments hereto or thereto, (iii) the EDA’s and the Trustee’s interest in the Facilities, (iv) any mechanic’s, laborer’s, materialmen’s, supplier’s or vendor’s lien or right not filed or perfected in the manner prescribed by law, (v) such minor defects, irregularities, encumbrances, easements, rights-of-way and clouds on title as normally exist with respect to properties similar in character to the Site and which do not, in the opinion of Independent Counsel, materially impair the property affected thereby for the purpose for which it was intended, and (vi) easements, restrictions or encumbrances, if any, shown on Exhibit A hereto. “Project Costs” means the costs defined in Section 4.03 of the Indenture. “Purchase Price” means, with respect to any date, cash or obligations of or guaranteed by the United States of America maturing at such times and in such amounts as to provide for the full and timely payment of all interest and premium, if any, on and principal of the Outstanding Bonds to maturity or an earlier redemption date, if applicable. The City shall be entitled to credit against the Purchase Price the amount of any moneys then held by the Trustee under the Indenture and available for the payment of the Outstanding Bonds. “Record Date” means the 15th day of the calendar month next preceding any Interest Payment Date, regardless whether such day is a Business Day. “Series 2019B Bonds” means the $2,620,000 Economic Development Authority of Brooklyn Center, Minnesota Lease Revenue Bonds (Liquor Store Project), Series 2019B, originally issued pursuant to the Indenture. “Site” means the real property described in Exhibit A hereto, including any property added to or substituted for any portion of the Site, and less any real property released from this 588146v1BR291-398 5 Lease pursuant to Article VI hereof. For the avoidance of doubt, the parties acknowledge and agree that the Site does not include the Excluded Portion. “State and Federal Laws” means the Constitution and any law of the State and any ordinance, rule or regulation of any agency or political subdivision of the State; and any law of the United States, and any rule or regulation of any executive department or federal agency. “Term” means the period during which this Lease may remain in effect as specified in Section 5.1. “Trustee” means Zions Bancorporation, Chicago, Illinois, and its successors and assigns as Trustee under the Indenture. Section 1.2. Exhibits. The following Exhibits are attached to and by reference made a part of this Lease: Exhibit A: A legal description of the Site and Facilities being leased and purchased by the City pursuant to this Lease, and a listing of Permitted Encumbrances. Exhibit B: The date and amount of each Lease Payment coming due during the Lease Term. Exhibit C: The form of completion certificate to be delivered by the City to evidence the Completion Date. Exhibit D: Depiction of Excluded Portion. 588146v1BR291-398 6 ARTICLE II Representations, Covenants and Warranties Section 2.1. Representations, Covenants and Warranties of the City. The City represents, covenants and warrants as follows: (a) The City is authorized under the Constitution, its home rule charter and laws of the State of Minnesota to enter into this Lease and the transactions contemplated hereby, and to perform all of its obligations hereunder. (b) Neither the execution and delivery of this Lease, nor the fulfillment of or compliance with the terms and conditions thereof, nor the consummation of the transactions contemplated thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the City is now a party or by which the City is bound, constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the City, or upon the Site and the Facilities except Permitted Encumbrances. (c) This Lease is entered into under authority of and pursuant to Minnesota Statutes, Section 465.71, as amended. (d) The officers of the City executing this Lease have been duly authorized to do so. (e) The City will not pledge, mortgage or assign this Lease, or its rights, duties and obligations hereunder to any other person, firm or corporation except as provided under the terms of this Lease. (f) Subject to the City’s rights under Section 5.6 hereof, the Facilities will be used until the Bonds have all been paid primarily to carry out the governmental or proprietary purposes of the City. (g) Subject to the provisions of Section 5.6 hereof, the City administration will include in the annual budget of the City submitted to the City Council, for each Fiscal Year during the Lease Term, moneys sufficient to pay and for the purpose of paying all Lease Payments and Additional Lease Payments and other obligations of the City under this Lease, and for this purpose the City will make a reasonable estimate of Additional Lease Payments to become due in the next fiscal year, and will take all other actions necessary to provide moneys for the payment of the obligations of the City under this Lease from sources of the City lawfully available for this purpose. (h) Except to the extent specifically provided herein, the City is not obligated to appropriate or otherwise provide moneys for the payment of the Lease Payments or 588146v1BR291-398 7 any other amounts coming due hereunder; and in the event of non-appropriation or non- renewal by the City, the City shall not be liable for general, special, incidental, consequential or other damages resulting therefrom. This Lease does not constitute a general obligation of the City, and the full faith and credit and taxing powers of the City are not pledged for the payment of the Lease Payments or other amounts coming due, or other actions required to be performed, hereunder. (i) The City hereby declares its current need for the Facilities. The City has determined that the purchase price to be paid for the Facilities under this Lease represents the fair market value of the Facilities; that Lease Payments and Additional Lease Payments hereunder during the Lease Term represent the fair value of the use of the Facilities, and that the Purchase Price represents the fair purchase price of the Facilities. The City hereby determines that the Lease Payments and Additional Lease Payments do not exceed a reasonable amount so as to place the City under an economic compulsion to renew this Lease or to exercise its option to purchase the Facilities hereunder. In making such determinations the City has given consideration to the costs of the Facilities, the uses and purposes for which the Facilities will be employed by the City, the benefit to the City by reason of the acquisition of the Facilities pursuant to the terms and provisions of this Lease and the City’s option to purchase the Facilities. The City hereby determines and declares that the acquisition of the Facilities and the leasing of the Facilities pursuant to this Lease will result in facilities of comparable quality and meeting the same requirements and standards as would be necessary if the acquisition of the Facilities were performed by the City other than pursuant to this Lease. The City hereby determines and declares that the period during which the City has an option to purchase the Facilities (i.e., the Term of this Lease) does not exceed the useful life of the Facilities. (j) The City acknowledges that regulations of the Comptroller of the Currency grant the City the right to receive brokerage confirmations of the security transactions as they occur. The City specifically waives such notification to the extent permitted by law and will receive periodic cash transaction statements that will detail all investment transactions. (k) The City will use the Facilities during the Lease Term only to perform governmental functions of the City, and will not enter into any sublease, use agreement, management agreement or other contract which would cause the Bonds to be considered “private activity bonds” or “private loan bonds” pursuant to Section 141 of the Internal Revenue Code if the result would be that interest payable on the Bonds would become includable in gross income for federal income tax purposes. (l) During the Term of the Lease, the City will not take or permit any of its officers to take any action with respect to the Lease or the Facilities which would cause interest on the Bonds to become includable in gross income of the recipient for federal income tax purposes under the Internal Revenue Code, and will take all actions necessary to ensure that interest on the Bonds remains excludable from gross income of the recipient under the Internal Revenue Code, insofar as it has the power and authority to take such actions. 588146v1BR291-398 8 (m) No officer of the City who is authorized to take part in any manner in making this Lease or any contract contemplated hereby has a personal financial interest in or has personally and financially benefited from this Lease or any such contract. (n) There is not pending or overtly threatened any suit, action or proceeding against or affecting the City before or by any court, arbitrator, administrative agency or other governmental authority which materially and adversely affects the validity, as to the City, of this Lease, any of the obligations of the City hereunder or any of the transactions contemplated hereby. (o) No event of nonappropriation or other financing lease termination has occurred in connection with any prior lease financing by the City. (p) The obligation created by the Lease ($2,620,000), together with all other net debt of the City, does not cause the net debt of the City to exceed the limitation set forth in Minnesota Statutes, Section 475.53. Section 2.2. Representations, Covenants and Warranties of the EDA. The EDA represents, covenants and warrants as follows: (a) The EDA is a public body corporate and politic and political subdivision of the State of Minnesota; has power to enter into this Lease; is possessed of full power to own and hold real and personal property, and to sell the same; and has duly authorized the execution and delivery of this Lease. (b) Neither the execution and delivery of this Lease, nor the fulfillment of or compliance with the terms and conditions thereof, nor the consummation of the transactions contemplated thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the EDA is now a party or by which the EDA is bound, constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the EDA, or upon the Site and the Facilities except Permitted Encumbrances. (c) The execution and delivery of this Lease and the other agreements contemplated hereby to which the EDA is a party and the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, or constitute on the part of the EDA a breach of, or a default under, any existing (i) law, or (ii) provisions of any legislative act or other proceeding establishing or relating to the establishment of the EDA or its affairs or its resolutions, or (iii) agreement, indenture, mortgage, lease or other instrument to which the EDA is subject or is a party or by which it is bound. 588146v1BR291-398 9 (d) No officer of the EDA who is authorized to take part in any manner in making this Lease or any contract contemplated hereby has a personal financial interest in or has personally and financially benefited from this Lease or any such contract. (e) There is not pending or threatened any suit, action or proceeding against or affecting the EDA before or by any court, arbitrator, administrative agency or other governmental EDA which materially and adversely affects the validity, as to the EDA, of this Lease, any of the obligations of the EDA hereunder or any of the transactions contemplated hereby.. 588146v1BR291-398 10 ARTICLE III Acquisition and Construction of Facilities; Payment of Project Costs Section 3.1. Project Costs. The City has caused estimates of the Project Costs of the Facilities to be prepared, which estimates have been reviewed and approved by the EDA. Based on such estimates, the total Project Costs, when added to Costs of Issuance (as defined in the Indenture), are estimated to be not less than $2,620,000. In order to provide the moneys needed to pay the Project Costs when due, and in consideration of the actions agreed to be performed by the City under this Lease, the EDA has entered into the Indenture, pursuant to which the proceeds of sale of the Series 2019B Bonds in the amount of $__________ will be deposited in the Bond Fund and the Project Fund and applied as provided in the Indenture. Section 3.2. Acquisition and Construction of Facilities; Payment of Cost. (a) The EDA shall establish the Project Fund with the Trustee in accordance with the Indenture. A portion of the proceeds of the issuance and sale of the Bonds shall be deposited into the Project Fund, in accordance with the provisions of the Indenture. (b) The EDA shall cause the Facilities to be completed with all reasonable dispatch. The EDA hereby appoints the City as its agent for the purpose of construction of the Facilities and the City may perform the same itself or through its agents, and may make or issue such contracts, orders, receipts and instructions, and in general do or cause to be done all such other things as it may consider requisite or advisable for the completion of the Facilities and for fulfilling its obligations under this Article. The City shall have full authority and the sole right under this Lease to supervise and control, directly or indirectly, all aspects of the construction of the Facilities. The moneys on deposit in the Project Fund shall be applied by the Trustee as provided in this Section and as otherwise provided in Article IV of the Indenture. Until the moneys on deposit in the Project Fund are so applied, such moneys shall be subject to the lien of the Indenture, and the EDA and the City shall have no right, title or interest therein except as expressly provided in this Lease and the Indenture. (c) Disbursements from the Project Fund are to be made to the City or to its order in accordance with the Indenture; provided that requests for disbursements with respect to Costs of Issuance shall be made in accordance with paragraph (f) of this Section. (d) If the moneys in the Project Fund, together with any other moneys made available to pay the Project Costs, shall not be sufficient to pay the Project Costs in full, then the City shall pay all that portion of the Project Costs in excess of the moneys available therefor. If the City shall make any payments pursuant to this paragraph (d), it shall not be entitled to any reimbursement therefor from the EDA, the Trustee or the Owners of the Bonds, nor shall it be 588146v1BR291-398 11 entitled to any diminution in or postponement of the payment of the Lease Payments, the Additional Lease Payments or the payment of any other amounts payable under this Lease. (e) The Completion Date shall be the date on which the Facilities are completed in their entirety and ready to be placed in service and all other property which constitutes the Facilities has been acquired and installed, all as determined by the City. Promptly after the Completion Date, the City shall submit to the EDA and the Trustee a certificate signed by an officer of the City, substantially in the form of Exhibit C hereto, which shall specify the Completion Date and shall state that construction and acquisition of the Facilities has been completed and the Project Costs have been paid, except for any portion thereof which has been incurred but is not then due and payable, or the liability for the payment of which is being contested or disputed by the City, and for the payment of which the Trustee is directed to retain specified amounts of moneys within the Project Fund. Notwithstanding the foregoing, such certificate may state that it is given without prejudice to any rights against third parties which exist at the date thereof or which may subsequently come into being. The certificate as to the Completion Date shall include a list of the equipment financed with proceeds of the Series 2019B Bonds and included as part of the Facilities. (f) The City shall be entitled to withdraw money from the Project Fund in payment of any item constituting a Cost of Issuance, by furnishing the Trustee a certificate and order to pay such costs, on or after the Closing Date. The City agrees that it will pay promptly all expenses constituting Costs of Issuance, whether or not reimbursed therefor from the Project Fund. (g) The City shall. construct the building shell of an approximately ___ square foot commercial space to be constructed in the Excluded Portion of the building constituting the Facilities simultaneously with the construction of the Facilities and no portion of the Bonds or the Project Fund shall be used for the construction of the Excluded Portion. 588146v1BR291-398 12 ARTICLE IV Sale and Lease of Facilities Section 4.1. Lease and Sale of Facilities. The EDA hereby leases and sells its leasehold interest in the Site and the Facilities to the City, and the City hereby leases and purchases the EDA’s interest in the Site and the Facilities from the EDA, upon the terms and conditions set forth in this Lease. The sale shall be completed in accordance with the terms of Section 5.5 hereof. The Site and the Facilities are leased and sold in their present condition without representation or warranty of any kind by the EDA, and subject to the rights of parties in possession, to the existing state of title, to all applicable legal requirements now or hereafter in effect, and to Permitted Encumbrances. The City has examined the Site and title thereto and has found all of the same to be satisfactory for the purposes of this Lease. Section 4.2. Lease Payments. (a) Subject to the provisions of Section 4.4, the City shall pay to the EDA Lease Payments at the times and in the manner specified in the attached Exhibit B . The Lease Payments shall be paid in lawful money of the United States of America, in same-day funds, directly to the Trustee, to whom the EDA has irrevocably assigned its rights to receive such Lease Payments pursuant to the Indenture, at its corporate trust office for the account of the City for deposit in the Bond Fund as provided in the Indenture. It is acknowledged that the Lease Payment to be made at least 5 business days prior to each February 1 or August 1 shall be applied by the Trustee to payment of the principal of and interest on the Bonds to be paid on the same date. (b) The accrued interest on the Series 2019B Bonds initially deposited into the Bond Fund shall be applied as a credit against the first interest payment otherwise required to be paid by the City to the Trustee pursuant to (a) of this Section 4.2. Section 4.3. Additional Lease Payments. During the Term of this Lease, the City shall pay or cause to be paid as Additional Lease Payments the following amounts: (a) All fees, charges and expenses, including agent and counsel fees, of the Trustee and any Paying Agent incurred under the Indenture, as and when the same become due. (b) All costs incident to the payment of the principal of, premium, if any, and interest on the Bonds as the same become due and payable, including redemption premiums, if any, and all other costs and expenses in connection with the call, redemption and payment of Bonds. 588146v1BR291-398 13 (c) An amount sufficient to reimburse the EDA for all expenses reasonably incurred by the EDA hereunder and in connection with the performance of the EDA’s obligations under this Lease or the Indenture. (d) All expenses incurred in connection with the enforcement of any rights under this Lease or the Indenture by the EDA, the Trustee or the Owners of the Bonds. (e) All payments required by the rebate covenants of Section 6.8(b), including without limitation any fees payable to consultants retained to analyze rebate requirements. (f) All other payments of whatever nature which the City has agreed to pay or assume under the provisions of this Lease (including, without limitation, any amounts advanced under Section 6.2(b) hereof and interest thereon). (g) All costs, charges, expenses and other amounts and obligations due and owing by the EDA under the Ground Lease, as and when the same become due. Section 4.4. Source of Lease Payments. Notwithstanding any other provision of this Lease apparently to the contrary, this Lease shall not constitute a general obligation of the City, and the full faith and credit of the City are not pledged for the payment of the Lease Payments or the performance by the City of its obligations hereunder. The Lease Payments and Additional Lease Payments shall be paid, and other obligations of the City hereunder shall be met, solely from the amount appropriated by the City Council for such purpose in the City’s annual budget and shall constitute a current expense of the City for the Fiscal Year then in effect. It shall not constitute an indebtedness of the City within the meaning of the Constitution and laws of the State of Minnesota (except the amount of the Lease shall be included in the calculation of net debt for purposes of Minnesota Statutes, Section 475.53, as provided in Minnesota Statutes, Section 465.71). The other obligations of the City hereunder shall be met solely from one or more of the following: (a) Net Proceeds of insurance or self-insurance required to be maintained by the City under Article VII; (b) Net Proceeds of any condemnation award with respect to the Site and Facilities; and (c) moneys from time to time appropriated by the City Council for this purpose, provided that the City Council shall have no legal obligation to appropriate moneys for this purpose. Section 4.5. City’s Obligations and Remedies. (a) Except as provided in Section 5.6 hereof, the City’s obligation to pay Lease Payments due with respect to the Site and the Facilities, and to perform and observe all other covenants and agreements of the City contained herein, shall be absolute and unconditional; and the Lease Payments and Additional Lease Payments due and payable hereunder shall be made without notice or demand and without set-off, counterclaim, abatement, deduction or defense including, without limitation, any failure or delay by the EDA in the performance of any of its obligations hereunder, and irrespective of whether the Facilities shall have been started or 588146v1BR291-398 14 completed, or whether the City’s or the EDA’s title thereto or to any part thereof is defective or nonexistent, and notwithstanding any damage to, loss, theft or destruction of the Facilities or any part thereof, any failure of consideration, the taking by eminent domain of title to or of the right of temporary use of all or any part of the Facilities, legal curtailment of the City’s use thereof, the eviction or constructive eviction of the City, any change in the tax or other laws of the United States of America, the State of Minnesota or any political subdivision thereof, any change in the EDA’s legal organization or status, or any default of the EDA hereunder, and regardless of the invalidity of any action of the EDA, and regardless of the invalidity of any portion of this Lease. (b) Notwithstanding any provision or covenant contained in this Lease, the Indenture or the Bonds, the City is not obligated to renew the Lease beyond any Fiscal Year from time to time in effect, nor is it obligated to budget or appropriate moneys or to pay Lease Payments or Additional Lease Payments beyond the end of the Fiscal Year in effect at a given time. (c) Nothing in this Lease shall be construed to release the EDA from the performance of any agreement on its part herein contained or as a waiver by the City of any rights or claims which the City may have against the EDA under this Lease or otherwise, but any recovery upon such rights and claims shall be had from the EDA separately, it being the intent of this Lease that the City shall be unconditionally and absolutely obligated to perform fully all of its obligations, agreements and covenants under this Lease during the Term of this Lease unless sooner terminated in accordance with section 5.2 hereof (including the obligation to make Lease Payments and Additional Lease Payments) for the benefit of the Owners of the Bonds. The City may, however, at its own cost and expense and in its own name or in the name of the EDA, prosecute or defend any action or proceeding or take any other action involving third persons which the City deems reasonably necessary in order to secure or protect its right of possession, occupancy and use hereunder, and in such event the EDA hereby agrees to cooperate fully with the City and to take all action necessary to effect the substitution of the City for the EDA in any such action or proceeding if the City shall so request. Section 4.6. Possession and Enjoyment. The EDA hereby covenants to provide the City during the Term of this Lease with quiet use and enjoyment of the Site and Facilities, and the City shall during such Term peaceably and quietly have and hold and enjoy the Site and Facilities, without suit, trouble or hindrance from the EDA, except as expressly set forth in this Lease. At the request of the City and at the City’s cost, the EDA will join in any legal action in which the City asserts its right to such possession and enjoyment to the extent the EDA may lawfully do so. Section 4.7. EDA Access to Site and Facilities. The EDA and the Trustee shall have the right at all reasonable times to examine and inspect the Site and Facilities, and shall have such rights of access to the Site and Facilities as may be reasonably necessary to cause the proper maintenance thereof in the event of failure by the City to perform its obligations hereunder. 588146v1BR291-398 15 ARTICLE V Term of Lease; Transfer or Surrender of Site and Facilities Section 5.1. Lease Term. Subject to the provisions of Section 5.6, this Lease shall be in effect for a Term commencing upon the execution hereof and continuing until no Bonds remain Outstanding, or until terminated as provided in Section 5.2. Section 5.2. Termination of Lease Term. The Term of this Lease will terminate prior to February 1, 2035 upon the occurrence of the first of the following events: (a) non-appropriation by the City pursuant to Section 5.6 hereof; (b) the payment by the City of the Purchase Price, pursuant to Section 8.1; (c) the discharge by the City of its obligation to pay the Lease Payments and Additional Lease Payments required to be paid by it hereunder pursuant to Section 8.3; or (d) a default by the City and the EDA’s election to terminate this Lease pursuant to Article X. Section 5.3. EDA’s Interest in the Site and Facilities. Upon payment of all Lease Payments and Additional Lease Payments due hereunder, or upon prepayment of the Lease Payments and Additional Lease Payments or discharge of the City’s obligation to make the Lease Payments and Additional Lease Payments in accordance with Article VIII hereof, and in either event, upon defeasance of the Bonds in accordance with Article X of the Indenture, full and unencumbered legal title to the Facilities shall pass to the City, and the EDA shall have no further interest therein. In such event the EDA and its officers shall take all actions necessary to authorize, execute and deliver to the City any and all documents necessary to vest in the City, all of the EDA’s right, title and interest in and to the Site and Facilities, free and clear of all liens, leasehold interests, encumbrances (other than Permitted Encumbrances), including, if necessary, a release of any and all interests or liens created under the provisions of this Lease. Section 5.4. Surrender of Site and Facilities. Upon termination of the Term of this Lease pursuant to Section 5.2, clause (a) or (d), or upon exercise by the EDA of its right to take possession of the Site and Facilities under Section 10.2, the City shall surrender the Site and Facilities to the EDA or the Trustee in the condition in which they were originally received from the EDA, except as repaired, rebuilt, restored, altered or added to as permitted or required hereby, ordinary wear and tear excepted. The City shall have the right to remove from the Site and Facilities at or prior to such termination or possession all personal property located therein which was not financed with moneys provided from the Project Fund, or which has not replaced personal property so financed, and which is not otherwise owned by the EDA, but the City shall repair any damages caused by such removal. 588146v1BR291-398 16 Section 5.5. Purchase; Conveyance of Title. At any time when the Purchase Price, together with any unpaid or delinquent interest, has been fully paid or provided for, whether by (i) payment of all Lease Payments and Additional Lease Payments as provided in Section 5.1 hereof, or (ii) payment or provision for payment of the Purchase Price as provided in Article VIII hereof, then the purchase of the Site and the Facilities by the City shall be deemed to have been completed. The EDA shall thereupon deliver to the City such instruments of conveyance or release as, in the opinion of the City, may be necessary to release the interests of the EDA and the Trustee in the Site and Facilities. Section 5.6. Non-Appropriation. If the City Council does not appropriate or budget moneys sufficient to pay the Lease Payments and reasonably estimated Additional Lease Payments coming due in the next Fiscal Year, as determined by the City’s budget for the Fiscal Year in question, then the Term of this Lease shall terminate at the end of the then-current Fiscal Year. The City Council shall effect such non-appropriation by adoption of a resolution specifically referring to this Lease and determining (i) not to provide moneys for payments due hereunder in the next Fiscal Year and (ii) that the Lease shall terminate at the end of the then- current Fiscal Year, and the City shall give the EDA and the Trustee a written notice of such non-appropriation and shall pay to the EDA any Lease Payments and Additional Lease Payments which are due and have not been paid at or before the end of its then current Fiscal Year. The City shall endeavor to give as much notice of non-renewal as possible prior to the end of such Fiscal Year, but in any event the City shall not be required to give more than 90 days’ notice, and the City shall notify the EDA and the Trustee of any anticipated termination. In the event of termination of this Lease as provided in this Section, the City shall surrender possession of the Site and Facilities to the EDA in accordance with Section 5.4 and convey to the EDA or release its interest in the Site and Facilities within 10 days after the expiration of the then-current term. Section 5.7. Intent to Continue Term; Appropriations. The City presently intends to continue this Lease for its entire Term and to pay all Lease Payments specified in Exhibit B and Additional Lease Payments. The City reasonably believes that moneys in an amount sufficient to make all such Lease Payments and Additional Lease Payments can and will lawfully be appropriated or budgeted and made available. Section 5.8. Effect of Termination. Upon termination of this Lease as provided in Section 5.6, the City shall not be responsible for the payment of any Lease Payments or Additional Lease Payments coming due with respect to succeeding Fiscal Years, but if the City has not delivered possession of the Site and Facilities to the EDA in accordance with Section 5.4 and conveyed to the EDA or released its interest in the Site and Facilities within 10 days after the termination date, the termination shall nevertheless be effective, but the City shall be responsible for the payment of damages in an amount equal to the amount of the Lease Payments thereafter coming due under Exhibit B and Additional Lease Payments which are attributable to the number of days during which the City fails to take such actions and for any other loss suffered by the EDA as a result of the City’s failure to take such actions as required. The City shall be required to pay over to the Trustee any moneys which it has appropriated or budgeted for the purpose of paying obligations under this Lease for any Fiscal Years preceding the Fiscal Year for which non-renewal under Section 5.6 is effective. 588146v1BR291-398 17 ARTICLE VI General Matters Section 6.1. Use; Permits. The City shall exercise due care in the use, operation and maintenance of the Site and Facilities, and shall not use, operate or maintain the Site and Facilities improperly, carelessly, in violation of any State and Federal Law or for a purpose or in a manner contrary to that contemplated by this Lease. The City shall obtain or cause to be obtained all permits and licenses necessary for the operation, possession and use of the Site and Facilities. The City shall comply with all State and Federal Laws applicable to the operation, possession and use of the Site and Facilities, and if compliance with any such State and Federal Law requires changes or additions to be made to the Site and Facilities, such changes or additions shall be made by the City at its expense. Section 6.2. Maintenance and Modification of Facilities by the City. (a) During the Term of this Lease the City shall, at its own expense, maintain, preserve and keep the Site and Facilities in good repair, working order and condition, and shall from time to time make all repairs, replacements and improvements necessary to keep the Site and Facilities in such condition. The EDA shall have no responsibility for any of these repairs, replacements or improvements. In addition, the City shall, at its own expense, have the right to remodel the Facilities or to make additions, modifications and improvements thereto. All such additions, modifications and improvements shall thereafter comprise part of the Facilities and be subject to the provisions of this Lease. Such additions, modifications and improvements shall not in any way damage the Facilities; and the Facilities, upon completion of any additions, modifications and improvements made pursuant to this Section, shall be of a value not less than the value of the Facilities immediately prior to the making of such additions, modifications and improvements. Any property for which a substitution or replacement is made pursuant to this Section may be disposed of by the City in such manner and on such terms as are determined by the City. The City will not permit any mechanic’s or other lien to be established or remain against the Site and Facilities for labor or materials furnished in connection with any remodeling, additions, modifications, improvements, repairs, renewals or replacements made by the City pursuant to this Section; provided that if any such lien is established and the City shall first notify the EDA and the Trustee of the City’s intention to do so, the City may in good faith contest any lien filed or established against the Site and Facilities, and in such event may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom unless the EDA or the Trustee shall notify the City that, in the opinion of Independent Counsel, by nonpayment of any such item the interest of the EDA in the Site and Facilities will be materially endangered or the Site and Facilities or any part thereof will be subject to loss or forfeiture, in which event the City shall promptly pay and cause to be satisfied and discharged all such unpaid items or provide the EDA and the Trustee with full security against any such loss or forfeiture, in form satisfactory to the EDA and the Trustee. The EDA will cooperate fully with the City in any such contest, upon the request and at the expense of the City. 588146v1BR291-398 18 (b) In the event the EDA becomes aware of any condition on the Site or in the Facilities which, in the reasonable opinion of the EDA, creates a risk to the health and safety of any users of the Facilities or creates a risk of significant deterioration of the Facilities if not corrected, the EDA may, but shall be under no obligation to, notify the City of such condition and request that it be cured as promptly as is reasonably possible. In the event the City does not promptly cure such condition, the EDA may, but shall be under no obligation to, take reasonable steps to correct such condition. In such event, the cost to the EDA and interest thereon at the highest rate specified in any Bond until paid will be charged to the City as an Additional Lease Payment. Section 6.3. Taxes, Other Governmental Charges and Utility Charges. During the Term of this Lease the City shall also pay or cause to be paid when due all gas, water, steam, electricity, heat, power and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Site and the Facilities. The City shall also pay all property and excise taxes and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to the Site and the Facilities or any part thereof or the Lease Payments, and which become due during the Term of this Lease with respect thereto; and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Site and Facilities; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same become due. The City shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by the EDA, its successors or assigns, unless such tax is made in lieu of or as a substitute for any real estate or other tax upon property. The City may, at the City’s expense and in the City’s name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the EDA or the Trustee shall notify the City that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of the EDA in the Site and Facilities will be materially endangered or the Site, the Facilities or any part thereof will be subject to loss or forfeiture, in which event the City shall promptly pay such taxes, assessments or charges or provide the EDA and the Trustee with full security against any loss which may result from nonpayment, in form satisfactory to the EDA and the Trustee. Section 6.4. Liens. The City shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Site or the Facilities, except the respective rights of the EDA and the City as herein provided and Permitted Encumbrances. Except as expressly provided in this Article, the City shall promptly, at its own expense, take such action as may be necessary to duly discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim if the same shall arise at any time. The City shall reimburse the EDA for any expense incurred by it in order to discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim. 588146v1BR291-398 19 Section 6.5. Easements. The EDA will from time to time, at the request of the City and at the City’s cost and expense, cooperate and join with the City: (a) in granting easements and other rights in the nature of easements, releasing existing easements or other rights in nature of easements which (1) are for the benefit of the Site or the Facilities or (2) are necessary for the construction, maintenance or access to or egress from the Excluded Portion for the benefit of the City or its successors in interest to the Excluded Portion which the City certifies are not detrimental to the proper conduct of the operations of the City on or in the Site or the Facilities; (b) in executing amendments to any covenants and restrictions affecting the Site or the Facilities; (c) in executing and delivering to any person any instrument appropriate (i) to confirm or to the effect that such grant, release or execution is not detrimental to the proper conduct of the operations of the City on or in the Site or the Facilities, (ii) to show the consideration, if any, being paid for such grant, release or amendment, (iii) to show that such grant, release, dedication, transfer, petition or amendment does not materially impair the use of the Site or the Facilities or reduce the value of the Site or the Facilities, or (iv) to confirm that the City will remain obligated hereunder to the same extent as if such grant, release, or amendment had not been made, and the City will perform all obligations under such instrument. The consideration, if any, received by the EDA or the City for such grant, release, or amendment shall be paid to the Trustee and deposited in the Bond Fund. Section 6.6. Addition and Substitution of Land. The EDA and the City agree to add to the Ground Lease and this Lease certain additional interests in land, and to release from the Ground Lease and this Lease certain portions of the Site, and to substitute other interests in real property for some or all of the portions of the Site so released, but only upon the conditions hereinafter set forth: (1) The City may, from time to time, add additional real property to the Site subject to the Ground Lease and this Lease if (i) the additional real property is to be the site of a portion of the Improvements, and (ii) the City provides the Trustee with a legal description of the Site covering the additional real property. (2) The City may, from time to time and with the prior written consent of the Trustee and the EDA, obtain the release of a portion of the Site as now described, if (i) the City certifies that such portion of the Site is not reasonably necessary for the construction of the Facilities and (ii) the unreleased portion of the site is not impaired by such release with respect to ingress and egress, access to dedicated roads and use of the unreleased portion of the site for its then current or intended purposes. (3) To accomplish the addition, release or substitution of real property as described in paragraph (1) or (2), the City shall prepare and furnish to the Trustee and the EDA amendments or supplements to this Lease, the Indenture, the Ground Lease and any UCC Financing Statements filed in connection with this Lease. The City shall pay all expenses, including attorney’s fees, incurred in accomplishing any such addition, release or substitution. Section 6.7. Compliance with Indenture. During the Term of this Lease, the City agrees to perform all obligations imposed upon the EDA or the City by the Indenture. 588146v1BR291-398 20 Section 6.8. Tax Covenants. (a) The City covenants and agrees with the EDA for the benefit of the Owners from time to time of the Bonds that it will take, and will cause its officers, employees or agents to take, all actions necessary to comply with the applicable provisions of the Internal Revenue Code, and that it will not take or permit to be taken by any of its officers, employees or agents any actions that would cause the interest on the Bonds to become subject to federal income taxation under the applicable provisions of the Internal Revenue Code. (b) The City shall take such actions and make all calculations, transfers and payments that may be necessary to comply with the rebate requirements contained in Section 148(f) of the Internal Revenue Code. The City will compute the rebate requirement and make rebate payments in accordance with law. The City will use any funds legally available to make any required rebate payment. (c) None of the proceeds of the Bonds will be used, directly or indirectly, to replace funds which were used in any business carried on by any person other than a state or local governmental unit. (d) The payment of the Lease Payments will not be (A) directly or indirectly secured by any interest in (i) property used or to be used for a private business use by any person other than a state or local governmental unit or (ii) payments in respect of such property, or (B) directly or indirectly derived from payments (whether or not by or to the EDA or the City), in respect of property or borrowed money, used or to be used for a private business use by any person other than a state or local governmental unit. (e) None of the proceeds of the Bonds will be used, directly or indirectly, to make or finance loans to persons other than a state or local governmental unit. (f) Except as provided below, no user of the Facilities or other property financed with proceeds of the Bonds will use the Facilities or such other property in a trade or business on any basis other than the same basis as the general public; and no person other than a state or local governmental unit will be a user of the Facilities or such other property in a trade or business as a result of (i) ownership, or (ii) actual or beneficial use pursuant to a lease or a management or incentive payment contract, or (iii) joint venture or any other similar arrangement. Notwithstanding the foregoing, the City may permit up to 10% of the useable square footage of the Facilities to be used in the trade or business of a person other than a governmental unit. Section 6.9. Financial Statements. The City shall provide the Trustee as soon as they are available, annual audited financial statements of the City. The Trustee shall have no duty to review, verify or analyze any financial statements delivered to it hereunder and shall hold such financial statements solely as a repository for the benefit of the Owners. The Trustee shall not be deemed to have notice of any information contained therein or Event of Default which may be disclosed therein in any manner. 588146v1BR291-398 21 Section 6.10. UCC Covenants. (a) The City shall inform the Trustee in writing within 10 days of any change, amendment, or modification of its place of organization, form of organization, or change in City’s name (including, but not by way of limitation, resulting from mergers, acquisitions, tax free exchanges, or other transactions) (all of which are sometimes referred to as “Corporate Changes,” regardless of whether the City is organized as a corporation, partnership, limited partnership, limited liability company, limited liability partnership, sole proprietorship, or other form of entity recognized under the law of the state in which the City is organized), and the City shall prepare, execute and record as soon as reasonably practicable any and all amendments to UCC financing statements required to insure that the security interest of the Trustee in any and all collateral of the City remains fully perfected. The City shall be responsible for filing any UCC financing statements necessary in connection with the closing on the Bonds and any continuation statements necessary in connection therewith. The City shall provide the Trustee with copies of any Debtor Termination Statement (as such term is defined below) the City files in violation of the covenant contained in this document at Section 6.10(b). (b) The City shall not file or record any instrument or document with any entity, officer or office having responsibility for recording of security interests which purports to terminate, vitiate or extinguish a security interest in the collateral in which the Trustee holds a security interest. (A “Debtor Termination Statement”). (c) The Trustee is a third-party beneficiary of all covenants made by the City under this Section. Section 6.11. Continuing Disclosure Certificate. Upon issuance of the Bonds, the City will execute the Continuing Disclosure Certificate and will carry out the City’s undertakings described therein for the benefit of the EDA, the Participating Underwriters (as defined herein), and the Owners. 588146v1BR291-398 22 ARTICLE VII Insurance and Indemnification; Damage, Destruction and Condemnation Section 7.1. Liability Insurance. During the Term of this Lease the City shall procure and maintain continuously in effect with respect to the Site and Facilities, insurance against liability for injuries to or death of any person or damage to or loss of property arising out of or in any way relating to the maintenance, use or operation of the Site, the Facilities or any part thereof, in amounts not less than the City’s tort liability limits under Minnesota Statutes, Chapter 466 for death of or personal injury to any one person, in amounts not less than the City’s tort liability limits under Minnesota Statutes, Chapter 466 for all personal injuries and deaths arising out of any one occurrence, and in amounts not less than the City’s tort liability limits under Minnesota Statutes, Chapter 466 for property damage arising out of any one occurrence. The Net Proceeds of all such insurance shall be applied toward extinguishment or satisfaction of the liability with respect to which the insurance proceeds may be paid. It is understood that with respect to persons or entities other than the EDA, this insurance covers any and all liability of the City and its officers, employees and agents. As an alternative to the purchase of liability insurance, the City may self-insure against such liabilities in accordance with the provisions of applicable law. Policies of commercial insurance may include deductibles of no more than 10% of policy amounts. Section 7.2. Property Insurance. During the Term of this Lease, the City shall procure and maintain continuously in effect, to the extent of the full replacement value of the Facilities, other than building foundations, insurance against loss from or damage by vandalism and fire, with a uniform standard extended coverage endorsement limited only as may be provided in the standard form of extended coverage endorsement at the time in use in the State of Minnesota, in such amount as will be at least sufficient so that a claim may be made for the full replacement cost of any part thereof damaged or destroyed. All policies (or endorsements or riders) evidencing insurance required in this Section shall be carried in the names of the City, the EDA and the Trustee as their respective interests may appear. The Net Proceeds of Insurance required by this Section shall be applied as provided in this Article VII. Section 7.3. Administration of Claims, Etc. Neither the City, the EDA nor the Trustee shall be required to prosecute any claim against or contest any settlement proposed by any insurer, but any of them may prosecute any such claim or contest any such settlement. In the event of a contest by the City, it shall be at the City’s expense, and the City may bring such claim or contest in the name of the EDA, the City or both, and the EDA will join therein at the City’s written request upon the receipt by the EDA of an indemnity from the City against all costs, liabilities and expenses in connection with such claim or contest. Section 7.4. Other Insurance and Requirements for All Insurance. All insurance required by this Article may be carried under a separate policy or a rider or endorsement; shall be taken out and maintained with responsible insurance companies organized under the laws of one of the states of the United States and qualified to do business in the State of Minnesota; shall contain a 588146v1BR291-398 23 provision that the insurer shall not cancel or revise coverage thereunder without giving written notice to the City and the Trustee at least 30 days before the cancellation or revision becomes effective; and shall name the City, the EDA and the Trustee as insured parties. The insurance required by Sections 7.1 and 7.2 hereof may be provided by the City pursuant to an umbrella policy which provides coverage for the amounts and the insurable incidents provided in such Sections. Annually, the City shall provide to the Trustee a certificate from an insurance consultant stating that all insurance required by this Article VII is in effect and complies with the requirements of this Article VII. Section 7.5. Indemnification. As between the EDA and the City, to the extent permitted by the laws of the State of Minnesota, the City assumes all risks and liabilities, whether or not covered by insurance, for loss or damage to the Facilities and for injury to or death of any person or damage to any property, whether such injury or death be with respect to agents or employees of the City, the EDA or of third parties, and whether such property damage be to the City or the EDA’s property or the property of others, which is proximately caused by the negligent conduct of the City, its officers, employees, agents and lessees, or arising out of the operation, maintenance or use of the Site and the Facilities by the City, its officers, employees, agents and lessees. The City hereby assumes responsibility for and agrees to reimburse the EDA for all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses (including reasonable attorney’s fees) of whatsoever kind and nature, imposed on, incurred by or asserted against the EDA or its officers or employees that in any way relate to or arise out of a claim, suit or proceeding based in whole or in part on the foregoing, to the maximum extent permitted by law. To the extent permitted by the laws of the State of Minnesota, the City shall indemnify, defend, protect and hold the Trustee harmless from and against any and all losses, liability, damages, costs or expenses that the Trustee may suffer or incur arising out of or in connection with the acceptance or administration of the Indenture or the trusts thereunder or the performance of its duties thereunder or under this Lease or the Ground Lease (unless such liability is adjudicated to have resulted from the negligence or willful misconduct of the Trustee). The indemnification obligations of the City hereunder shall survive the termination of this Indenture, the Lease and the Ground Lease, the payment in full of the Bonds, and the resignation or removal of the Trustee. Nothing in this section will be construed to limit or affect any limitations on liability of the City or EDA under State or federal law, including without limitation Minnesota Statutes, Sections 466.04 and 604.02. Section 7.6. Hazardous Substance Indemnification. The City agrees, to the extent permitted by the laws of the State of Minnesota, to defend, indemnify and hold harmless the EDA and the Trustee, their officers, employees, agents, successors and assigns (the “Indemnitees”) from and against, and shall reimburse the Indemnitees for, any and all loss, claim, liability, damage, judgment, penalty, injunctive relief, injury to personal property or natural resources, cost, expense, action or cause of action arising in connection with or as the result of any past, present or future existence, use, handling, storage, transportation, manufacture, release or disposal of any Hazardous Substance in, on or under the land upon which the Project is located, whether foreseeable or unforeseeable, regardless of the source, the time of occurrence or the time of discovery (collectively referred to as “Loss”). This indemnification against Loss 588146v1BR291-398 24 includes, without limitation, indemnification against all costs in law or in equity or removal, response, investigation, or remediation of any kind, and disposal of such Hazardous Substances, all costs of determining whether the land upon which the Project is located, is in compliance with, and of causing the land upon which the Project is located, to be in compliance with, all applicable Environmental Laws, all costs associated with claims for damages to persons, property, or natural resources, and the Indemnitees’ reasonable attorneys’ and consultants’ fees, court costs and expenses incurred in connection with any of the above. For this purpose “Hazardous Substance” shall be defined as any substance, the presence of which requires investigation, permitting, control or remediation under any federal, state or local statute, regulation, ordinance or order, including without limitation: (a) any substance defined as “hazardous waste” under the Resource Conservation and Recovery Act, as amended (42 U.S.C. §6901, et seq.); (b) any substance defined as a “hazardous substance” under the Comprehensive Environmental Response, Compensation and Liability Act, as amended (42 U.S.C. §9601, et seq.); (c) any substance defined as a “hazardous material” under the Hazardous Materials Transportation Act (49 U.S.C. §1800, et seq.); (d) any substance defined under any Minnesota statute analogous to (a), (b) or (c), to the extent that said statute defines any term more expansively; (e) asbestos: (f) urea formaldehyde; (g) polychlorinated biphenyls; (h) petroleum, or any distillate or fraction thereof; (i) any hazardous or toxic substance designated pursuant to the laws of the State of Minnesota; and (j) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any governmental authority. The indemnification obligations of the City hereunder shall survive the termination of the Indenture, this Lease and the Ground Lease, the payment in full of the Bonds, and the resignation or removal of the Trustee. Section 7.7. Damage, Destruction and Condemnation. If the Facilities or any portion thereof is destroyed (in whole or in part) or is damaged by fire or other casualty or title to or the temporary use of the Facilities or any part thereof, or the interest of the City or the EDA in the Site or the Facilities or any part thereof is taken under the exercise of the power of eminent 588146v1BR291-398 25 domain by any governmental body or by any person, firm or corporation acting under governmental authority, the City shall have the rights with respect to the Net Proceeds of any insurance or condemnation award specified in this Section, but the City shall be obligated to continue to pay the Lease Payments and Additional Lease Payments due with respect to the Facilities. All Net Proceeds shall be applied to the prompt repair, restoration, modification, improvement or replacement of the Site and the Facilities by the City, or, if the City elects not to repair or rebuild, all Net Proceeds shall be applied to prepay the Lease Payments and Additional Lease Payments; in either event all Net Proceeds not needed for the purpose shall belong to the City. In the event Net Proceeds exceed $100,000, they shall be held by the Trustee and disbursed in payment of costs of repair, restoration, modification, improvement or replacement substantially in accordance with the procedure for disbursement of Bond proceeds from the Project Fund in Article IV of the Indenture. Section 7.8. Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification, improvement or replacement of the Site and the Facilities, the City shall either: (a) complete the work and pay any cost in excess of the amount of the Net Proceeds, and the City agrees that if by reason of any such insufficiency of the Net Proceeds, the City shall make any payments pursuant to the provisions of this Section 7.8, the City shall not be entitled to any reimbursement therefor from the EDA nor shall the City be entitled to any diminution of the Lease Payments or Additional Lease Payments due with respect to the Facilities; or (b) prepay the Lease Payments and Additional Lease Payments, in which event the Net Proceeds shall be used for this purpose. If the City elects not to repair, rebuild or restore, the City shall prepay or discharge the Lease Payments and Additional Lease Payments to the full extent of the Net Proceeds. Section 7.9. Cooperation of EDA. The EDA shall cooperate fully with the City at the expense of the City in filing any proof of loss with respect to any insurance policy covering the casualties described in Section 7.7 hereof and in the prosecution or defense of any prospective or pending condemnation proceeding with respect to the Site or the Facilities or any part thereof and will, to the extent it may lawfully do so, permit the City to litigate in any proceeding resulting therefrom in the name of and on behalf of the EDA. In no event will the EDA voluntarily settle, or consent to the settlement of, any proceeding arising out of any insurance claim or any prospective or pending condemnation proceeding with respect to the Site or the Facilities or any part thereof without the written consent of the City and the Trustee. Section 7.10. Condemnation of Other Property Owned by the City. The City shall be entitled to the Net Proceeds of any condemnation award or portion thereof made for destruction of, damage to or taking of its property not included in the Site or Facilities. 588146v1BR291-398 26 ARTICLE VIII Option to Purchase; Option to Prepay Section 8.1. Option to Purchase or Prepay. The City shall have the option at any time to purchase the Site, the Facilities and any other Improvements by payment to the Trustee of the Purchase Price then applicable, or to prepay unpaid Lease Payments and Additional Lease Payments, in whole or in part. Section 8.2. Exercise of Option. The City shall give notice to the EDA of its intention to exercise its purchase or prepayment option not less than 45 days in advance of the date of prepayment or purchase, and shall pay to the EDA on the date of prepayment or purchase the prepayment amount or (in the event of a purchase) an amount equal to the then current Purchase Price, less any Net Proceeds to be applied to the amount to be so paid in accordance with Section 7.8. Section 8.3. Provision for Payment of Purchase Price; Discharge of City’s Obligation. The City may at any time provide for the payment of the Purchase Price or discharge its obligation to pay Lease Payments due under this Lease by depositing irrevocably in escrow with a bank or trust company, cash or direct obligations of the United States, bearing interest payable at such times and at such rates and maturing on such dates, but not callable prior thereto, as shall be required to provide moneys sufficient to pay or prepay all unpaid Lease Payments and the applicable redemption premium, if any, on the Outstanding Bonds, on the dates when they are due or subject to prepayment as provided in Section 8.1, as determined by the City, together with (i) computations and an opinion letter of a certified public accounting firm showing and attesting to the sufficiency of such moneys and securities for this purpose, (ii) an opinion letter of Bond Counsel stating that the deposit of such cash or securities will not cause the Bonds to become “arbitrage bonds” under Section 148 of the Internal Revenue Code, and (iii) an opinion letter of Independent Counsel who is nationally recognized bankruptcy counsel that payment of principal and interest on the Bonds with such moneys or securities will not constitute a voidable preference under the provisions of 11 U.S.C. §544 or 547. Section 8.4. Prerequisite; No Default. The City may exercise the rights specified in Sections 8.1, 8.2, and 8.3 only if it is not in default under this Lease. 588146v1BR291-398 27 ARTICLE IX Assignment, Subleasing, Indemnification, Mortgaging and Selling Section 9.1. Assignment by EDA. Except as expressly provided in this Section, the EDA’s rights and obligations under this Lease, including the right to receive and enforce payment of the Lease Payments and Additional Lease Payments to be made by the City under this Lease and its interest in the Site and the Facilities, shall not be assigned, pledged, mortgaged or transferred, in whole or in part, except to the Trustee pursuant to the Indenture. The City hereby approves the assignment made by the EDA to the Trustee under the Indenture of its interest in the Site, the Facilities, the Ground Lease, this Lease and the Lease Payments to become due hereunder. Section 9.2. Assignment and Subleasing by the City. The rights and obligations of the City under this Lease may not be assigned by the City without the written consent of the EDA and the Trustee. The City may sublease the Project, or any portion thereof, to any other entity, provided that the City furnishes to the EDA and the Trustee an Opinion of Counsel, who is nationally recognized bond counsel, that such sublease will not adversely affect the validity of the Outstanding Bonds or the exemption of the interest thereon from federal income taxation. The EDA acknowledges that the City intends to enter into a sublease or other arrangement with Hennepin County, Minnesota for the use of a portion of the Facilities as a library facility during all or a portion of the Term of this Lease. Section 9.3. Restriction on Mortgage or Sale of Project by the City. Except as otherwise provided herein, without the prior written consent of the EDA and the Trustee, the City will not mortgage, sell, assign, transfer or convey the Site or the Facilities or any portion thereof during the Term of this Lease. Section 9.4. Assignment, Subleasing, Mortgaging and Selling of Excluded Property. Nothing in this Agreement shall prohibit the City from assigning, subleasing, mortgaging, selling of or otherwise using the Excluded Property in its sole discretion. 588146v1BR291-398 28 ARTICLE X Events of Default and Remedies Section 10.1. Events of Default Defined. Any one or more of the following events shall be an “Event of Default” under this Lease: (a) Failure by the City to pay any Lease Payment, Additional Lease Payment, or other payment required to be paid hereunder at the time and from the sources specified herein. (b) Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in clause (a) of this Section, for a period of 60 days after written notice specifying such failure and requesting that it be remedied has been given to the City by the EDA or the Trustee,; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, such failure shall not constitute an Event of Default if corrective action is instituted by the City within the applicable period and diligently pursued and the default is corrected within 270 days of such notice. (c) The occurrence of any of the following events: (i) The City shall (a) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or the like of the City or of all or a substantial part of its property, (b) commence a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), or (c) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts; or (ii) A proceeding or case shall be commenced, without the application or consent of the City, as the case may be, in any court of competent jurisdiction, seeking (a) the liquidation, reorganization, dissolution, winding-up, or the composition or adjustment of debts, of the City, (b) the appointment of a trustee, receiver, custodian, liquidator or the like of the City, or (c) similar relief in respect of the City under any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, and such proceeding or case has not been dismissed within 60 days of the filing thereof. The provisions of Section 10.1(b) are subject to the following limitation: if by reason of force majeure either party is unable in whole or in part to carry out its obligations under this Lease, it shall not be deemed in default during the continuance of such inability or during any other delays which are a direct consequence of the force majeure inability, and the time for such performance shall be extended to cover such delays. The term “force majeure” as used herein shall mean, without limitation, the following: acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders or restraints of any kind of the government of the 588146v1BR291-398 29 United States of America or any of its departments, agencies or officials, or any civil or military authority, or the State of Minnesota or any of its departments, agencies or officials; insurrections; riots; landslides; earthquakes; fires; storms; droughts; floods; explosions; breakage or accident to machinery, transmission pipes or canals; or any other cause or event not reasonably within the control of a party and not resulting from its negligence. Each party agrees, however, to remedy with all reasonable dispatch the cause or causes preventing it from carrying out its agreements. Section 10.2. Remedies on Default. Whenever any Event of Default shall have happened and be continuing, the Trustee may take, but only upon not less than 5 days’ written notice to the City, one or any combination of the following remedial steps: (a) Without terminating this Lease, re-enter and take possession of the Site and the Facilities and exclude the City from using it until the Event of Default is cured; or (b) Subject to the provisions of Section 5.6, take any action at law or in equity which may appear necessary or desirable to: (i) collect the Lease Payments and Additional Lease Payments then due for the Fiscal Year then in effect, (ii) collect any Lease Payments and Additional Lease Payments to become due and payable during the current Fiscal Year, or (iii) enforce performance and observance of any obligation, agreement or covenant of the City under this Lease; or (c) Terminate the Term of this Lease, exclude the City from possession of the Facilities, and use its best efforts to lease the Facilities to another for the account of the City, holding the City liable for the difference between the rentals received and the Lease Payments and Additional Lease Payments which would have been receivable hereunder for the Fiscal Year then in effect. This provision does not limit any other remedies which the Trustee or the EDA may have under the Indenture or any other document. Section 10.3. Delay; Notice. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle any party to exercise any remedy reserved to it in this Lease it shall not be necessary to give any notice, other than such notice as may be required in this Lease. Section 10.4. No Remedy Exclusive. No remedy herein conferred upon or reserved to the EDA is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. Section 10.5. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Lease is breached by either party and thereafter waived by the other party, such 588146v1BR291-398 30 waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. 588146v1BR291-398 31 ARTICLE XI Administrative Provisions Section 11.1. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or deposited in the United States mail in certified or registered form with postage fully prepaid: If to the City: City of Brooklyn Center City Hall 6301 Shingle Creek Parkway Brooklyn Center, MN 55430 Attn: City Manager If to the EDA: Economic Development Authority for the City of Brooklyn Center, Minnesota City Hall 6301 Shingle Creek Parkway Brooklyn Center, MN 55430 Attention: Executive Director If to the Trustee: Zions Bancorporation 111 W. Washington Street, Suite 1860 Chicago, IL 60602 Attention: _______________________ The above-named persons, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent. Section 11.2. Binding Effect. This Lease shall inure to the benefit of and shall be binding upon the EDA and the City and their respective successors and assigns. Section 11.3. Severability. In the event any provision of this Lease shall be held invalid or unenforceable by any court or competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 11.4. Amendments, Changes and Modifications. This Lease may be amended or any of its terms modified only by written amendment authorized and executed by the City and the EDA and in accordance with the terms of the Indenture. Section 11.5. Further Assurances and Corrective Instruments. The EDA and the City agree that they will, if necessary, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may be necessary for correcting any inadequate or incorrect description of the Site and the Facilities or for carrying out the expressed intention of this Lease. 588146v1BR291-398 32 Section 11.6. Execution in Counterparts. This Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 11.7. Applicable Law. This Lease shall be governed by and construed in accordance with the laws of the State of Minnesota Section 11.8. Authorized Officers. Whenever under the provisions of this Lease the approval of the EDA or the City is required, or the EDA or the City is required to take some action at the request of the other, such approval of such request shall be given for the EDA or for the City by an Authorized Officer, and any party hereto shall be authorized to rely upon any such approval or request. Section 11.9. Captions. The captions or headings in this Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Sections of this Lease. 588146v1BR291-398 S-1 IN WITNESS WHEREOF, the EDA has caused this Lease to be executed in its corporate name by its duly authorized officers; and the City has caused this Lease to be executed in its name by its duly authorized officers and sealed with its corporate seal, as of the date first above written. ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA By Its President By Its Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of ________, 2019 by _____________________ and _________________, the President and Executive, respectively, of the Economic Development Authority of Brooklyn Center, Minnesota, a body corporate and politic organized and existing under the Constitution and laws of the State of Minnesota and political subdivision of the State of Minnesota, on behalf of said political subdivision. Notary Public 588146v1BR291-398 S-2 CITY OF BROOKLYN CENTER, MINNESOTA By Its Mayor By Its City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of ________, 2019 by _____________________ and _________________, the Mayor and City Manager, respectively, of the City of Brooklyn Center, Minnesota, a home rule charter city and political subdivision of the State of Minnesota, on behalf of said political subdivision. Notary Public 588146v1BR291-398 A-1 EXHIBIT A Description of Site and Facilities The legal description of the Site is as follows: Lot 5, Block 1, Shingle Creek Crossing 5th Addition, County of Hennepin, State of Minnesota Excluding: [insert metes and bounds description of Excluded Portion] Permitted Encumbrances include the following: [identify cross easements for Excluded Portion] 588146v1BR291-398 B-1 EXHIBIT B Schedule of Lease Payments Lease Payment Due Date Five Business Days Prior To: Amount August 1, 2020 $ February 1, 2021 August 1, 2021 February 1, 2022 August 1, 2022 February 1, 2023 August 1, 2023 February 1, 2024 August 1, 2024 February 1, 2025 August 1, 2025 February 1, 2026 August 1, 2026 February 1, 2027 August 1, 2027 February 1, 2028 August 1, 2028 February 1, 2029 August 1, 2029 February 1, 2030 August 1, 2030 February 1, 2031 August 1, 2031 February 1, 2032 August 1, 2032 February 1, 2033 August 1, 2033 February 1, 2034 August 1, 2034 February 1, 2035 588146v1BR291-398 C-1 EXHIBIT C COMPLETION CERTIFICATE The undersigned officer of the City of Brooklyn Center, Minnesota (the “City”), lessee under that certain Lease-Purchase Agreement dated as of September 1, 2019 (the “Lease”), between the Economic Development Authority of Brooklyn Center, Minnesota (the “EDA”) and the City, hereby certifies to the EDA, to Zions Bancorporation, Chicago, Illinois (the “Trustee”) as Trustee under a Trust Indenture dated as of September 1, 2019 (the “Indenture”) between the EDA and the Trustee, that as of _____________, 20__ (the “Completion Date”), the Facilities described in the Lease have been completed in their entirety and are ready to be placed in service and all other property which constitutes the Facilities has been acquired and installed. Construction and acquisition of the Facilities have been completed and the Project Costs have been paid, except for any portion thereof which has been incurred but is not now due and payable, or the liability for the payment of which is being contested or disputed by the City, and for the payment of which the Trustee has been directed to retain specified amounts of moneys within the Project Fund. Notwithstanding the foregoing, this certificate is given without prejudice to any rights against third parties which exist at the date hereof or which may subsequently come into being. Attached as Exhibit A to this certificate is a list of the equipment financed with proceeds of the Series 2019B Bonds and included as part of the Facilities. Capitalized terms used in this certificate and defined in the Lease or the Indenture are used with the meanings given therein. CITY OF BROOKLYN CENTER, MINNESOTA By Its 588146v1BR291-398 C-2 Exhibit A to Certificate of Completion List of equipment financed with Series 2019B Bond proceeds and included as part of the Facilities 588146v1BR291-398 D-1 EXHIBIT D Depiction of Excluded Portion 588140v1BR291-398 $2,620,000 ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA LEASE REVENUE BONDS (LIQUOR STORE PROJECT), SERIES 2019B TRUST INDENTURE Dated as of September 1, 2019 ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA to ZIONS BANCORPORATION as Trustee This instrument was drafted by Kennedy & Graven, Chartered (JSB) 200 South Sixth Street 470 U.S. Bank Plaza 200 South Sixth Minneapolis, MN 55402 588140v1BR291-398 i TABLE OF CONTENTS Page PARTIES, RECITALS AND GRANTING CLAUSES Parties ...............................................................................................................................................1 Recitals .............................................................................................................................................1 Granting Clauses ..............................................................................................................................2 ARTICLE I Definitions and Interpretation Section 1.01. Definitions................................................................................................................4 Section 1.02. Characteristics of Certificate or Opinion .................................................................8 Section 1.03. Additional Provisions as to Interpretation ...............................................................8 ARTICLE II Form, Execution and Registration of Bonds Section 2.01. Form, Maturities and Numeration of Series 2019B Bonds ......................................9 Section 2.02. Execution of Bonds ................................................................................................10 Section 2.03. Authentication of Bonds ........................................................................................10 Section 2.04. Registration, Transfers and Exchange ...................................................................10 Section 2.05. Payment of Interest on Bonds; Interest Rights Preserved ......................................11 Section 2.06. Ownership of Bonds ..............................................................................................12 Section 2.07. Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds ..................................12 Section 2.08. Conditions for Authentication of Series 2019B Bonds..........................................13 Section 2.09. Additional Bonds; Generally .................................................................................14 Section 2.10. Additional Bonds to Pay the Cost of Improvements .............................................14 Section 2.11. Additional Bonds for Refunding Purposes ............................................................14 Section 2.12. Delivery of Additional Bonds ................................................................................14 Section 2.13. Book-Entry Only System .......................................................................................14 ARTICLE III Redemption of Bonds Section 3.01. Redemption of Series 2019B Bonds ......................................................................17 Section 3.02. Written Notice to Trustee .......................................................................................17 Section 3.03. Mailing and Publication of Notice .........................................................................17 Section 3.04. Deposit for Redemption .........................................................................................18 Section 3.05. Payment of Redeemed Bonds ................................................................................18 Section 3.06. Cancellation of Redeemed Bonds ..........................................................................18 Section 3.07. Partial Redemption of Bonds .................................................................................18 588140v1BR291-398 ii ARTICLE IV Bond Proceeds; Project Fund Section 4.01. Deposit of Series 2019B Bond Proceeds ...............................................................20 Section 4.02. Establishment of Project Fund ...............................................................................20 Section 4.03. Project Costs Defined ............................................................................................20 Section 4.04. Payments from Project Fund ..................................................................................21 Section 4.05. Application of Balance in Project Fund .................................................................22 Section 4.06. Investment of Project Fund ....................................................................................22 ARTICLE V Disposition of Pledged Revenues Section 5.01. Bond Fund ..............................................................................................................23 Section 5.02. Intentionally Omitted .............................................................................................23 Section 5.03. Investment of Funds ...............................................................................................23 Section 5.04. Compliance with Arbitrage Restrictions ................................................................24 ARTICLE VI Particular Covenants of the Authority Section 6.01. Payment of Bonds ..................................................................................................25 Section 6.02. Extensions of Payments of Bonds and Interest ......................................................25 Section 6.03. Authorization .........................................................................................................25 Section 6.04. Concerning the Lease .............................................................................................26 Section 6.05. To Observe All Covenants and Terms; Limitations on Authority’s Obligations .............................................................................................................26 Section 6.06. Liens; Further Assurances......................................................................................26 ARTICLE VII Remedies on Default Section 7.01. Events of Default ...................................................................................................28 Section 7.02. Acceleration of Maturity ........................................................................................28 Section 7.03. Enforcement of Covenants and Conditions ...........................................................28 Section 7.04. Appointment of Receivers .....................................................................................29 Section 7.05. Application of Moneys ..........................................................................................29 Section 7.06. Right of Trustee to Act Without Possession of Bonds ..........................................30 Section 7.07. Power of Majority of Owners ................................................................................30 Section 7.08. Limitation on Suits by Owners ..............................................................................31 Section 7.09. Waiver by Owners .................................................................................................31 Section 7.10. Remedies Cumulative, Delay Not to Constitute Waiver .......................................31 Section 7.11. Restoration of Rights Upon Discontinuance of Proceedings .................................32 588140v1BR291-398 iii ARTICLE VIII Concerning the Trustee Section 8.01. Acceptance of Trust and Prudent Performance Thereof ........................................33 Section 8.02. Trustee May Rely Upon Certain Documents and Opinions ..................................34 Section 8.03. Trustee Not Responsible for Indenture Statements, Validity ................................35 Section 8.04. Limits on Duties and Liabilities of Trustee ...........................................................35 Section 8.05. Money Held in Trust ..............................................................................................35 Section 8.06. Obligation of Trustee .............................................................................................36 Section 8.07. Notice to Owners, Etc. ...........................................................................................36 Section 8.08. Intervention in Judicial Proceedings ......................................................................36 Section 8.09. Further Investigation by Trustee ............................................................................36 Section 8.10. Trustee to Retain Records ......................................................................................37 Section 8.11. Compensation and Indemnification of Trustee ......................................................37 Section 8.12. Trustee May Hold Bonds .......................................................................................37 Section 8.13. Appointment of Trustee .........................................................................................37 Section 8.14. Merger of Trustee ..................................................................................................38 Section 8.15. Resignation or Removal of Trustee .......................................................................38 Section 8.16. Appointment of Successor Trustee ........................................................................38 Section 8.17. Transfer of Rights and Property to Successor Trustee...........................................39 Section 8.18. Appointment of Successor or Alternate Paying Agents ........................................39 ARTICLE IX Concerning the Owners Section 9.01. Execution of Instruments by Owners .....................................................................40 Section 9.02. Waiver of Notice ....................................................................................................40 Section 9.03. Determination of Owner Concurrence ...................................................................40 Section 9.04. Owners’ Meeting ...................................................................................................41 Section 9.05. Revocation by Owners ...........................................................................................42 ARTICLE X Payment, Defeasance and Release Section 10.01. Payment and Discharge of Indenture .....................................................................44 Section 10.02. Bonds Deemed Not Outstanding After Deposits ...................................................45 Section 10.03. Unclaimed Money To Be Returned .......................................................................45 588140v1BR291-398 iv ARTICLE XI Supplemental Indentures Section 11.01. Purposes for Which Supplemental Indentures May Be Executed .........................47 Section 11.02. Execution of Supplemental Indenture ....................................................................48 Section 11.03. Modification of Indenture with Consent of Owners ..............................................48 Section 11.04. Supplemental Indentures to be Part of Indenture ...................................................49 Section 11.05. Rights of City Unaffected ......................................................................................49 Section 11.06. Opinion of Counsel Required ................................................................................49 ARTICLE XII Amendments to the Lease and the Ground Lease Section 12.01. Amendments to the Lease and the Ground Lease Not Requiring Consent of Owners .................................................................................................50 Section 12.02. Amendments to the Lease and the Ground Lease Requiring Consent of Owners .................................................................................................50 Section 12.03. Opinion of Counsel Required ................................................................................50 ARTICLE XIII Miscellaneous Section 13.01. Covenants of Authority Bind Successors and Assigns ..........................................51 Section 13.02. Immunity of Officers .............................................................................................51 Section 13.03. No Benefits to Outside Parties ...............................................................................51 Section 13.04. Separability of Indenture Provisions ......................................................................51 Section 13.05. Execution of Indenture in Counterparts .................................................................51 Section 13.06. Headings Not Controlling ......................................................................................51 Section 13.07. Notices, etc., to Trustee, Authority, City and Original Purchaser .........................51 SIGNATURES Exhibit A Draw Request No. ____ Exhibit B Form of Series 2019B Bond 588140v1BR291-398 1 TRUST INDENTURE This TRUST INDENTURE, dated as of the 1 st day of September, 2019, by and between the ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA, a public body corporate and politic and political subdivision of the State of Minnesota (the “EDA”), and ZIONS BANCORPORATION, a national banking association with trust powers having a designated corporate trust office and place of business in the City of Chicago, Illinois (the “Trustee”); WITNESSETH: WHEREAS, the EDA is a duly organized and existing political subdivision under the laws of Minnesota, and the EDA has authority to enter into and perform its obligations under this Indenture pursuant to Minnesota Statutes, Section 465.71, Sections 469.001 to 469.047, Sections 469.090 to 469.1082, Chapter 471, and Chapter 475, as amended, as amended, (herein called the “Act”); and WHEREAS, pursuant to Minnesota Statutes, Sections 469.091, Subdivision 1, the EDA has the powers of a housing and redevelopment authority under Minnesota Statutes, Sections 469.001 to 469.047; and WHEREAS, pursuant to a Ground Lease dated as of September 1, 2019 (the “Ground Lease”), the EDA has leased certain land in the City of Brooklyn Center, Minnesota (the “Site”) from the City of Brooklyn Center, Minnesota (the “City”); and WHEREAS, the EDA has agreed to enter into a Lease-Purchase Agreement dated as of September 1, 2019 (the “Lease”), whereby the EDA will lease to the City, with option to purchase, the Site and facilities to be constructed thereon (the “Facilities”); and WHEREAS, under the Act, the EDA is authorized to issue and sell revenue bonds to finance the construction of the Facilities and related costs and to assign certain of its interests in the Ground Lease and the Lease as security therefor; and WHEREAS, pursuant to a resolution of the Board of Commissioners of the EDA adopted on August 12, 2019 (the “Bond Resolution”), the EDA has duly authorized and directed the issuance of a series of revenue bonds in the aggregate principal amount of $2,620,000 to be designated “Lease Revenue Bonds (Liquor Store Project), Series 2019B” (the “Series 2019B Bonds”), as in this Indenture provided; and WHEREAS, under the Lease, the City is required, subject to its right to determine not to appropriate Lease Payments and to terminate the Lease, to make Lease Payments in amounts and at times sufficient to pay the principal of, premium (if any) and interest on the Series 2019B Bonds and any Additional Bonds when due; and 588140v1BR291-398 2 WHEREAS, the execution and delivery of the Ground Lease, the Lease and this Indenture and the issuance of the Series 2019B Bonds have been in all respects duly and validly authorized by the EDA pursuant to the Bond Resolution; and WHEREAS, the execution and delivery of this Indenture have been duly authorized by the EDA, and all conditions, acts and things necessary and required by the Constitution and Laws of the State of Minnesota, or otherwise, to exist, to have happened or to have been performed precedent to and in the execution and delivery of this Indenture, and in the issuance of the Series 2019B Bonds, do exist, have happened or have been performed in regular form, time and manner, and the execution and delivery of this Indenture have been in all respects duly authorized; and WHEREAS, the Trustee has accepted the trust created by this Indenture and in evidence thereof has joined in the execution hereof; NOW, THEREFORE, THIS INDENTURE WITNESSETH: GRANTING CLAUSES That the EDA, in order to secure the payment of the principal of, premium (if any) and interest on the Bonds issued under this Indenture according to their tenor and effect and the performance and observance of each and all of the covenants and conditions herein and therein contained, and for and in consideration of the premises and of the purchase and acceptance of the Bonds by the respective purchaser or purchasers and registered Owners thereof, and for other good and valuable consideration, the receipt whereof is hereby acknowledged, has executed and delivered this Indenture and has granted, bargained, sold, assigned, transferred, conveyed, pledged and set over, and by these presents does hereby grant, bargain, sell, assign, transfer, convey, pledge and set over, unto the Trustee, and to its successor or successors in the trust hereby created and to its assigns forever: I. All of the rights and interests of the EDA in and to the Ground Lease and the Lease, except for the rights of the EDA relating to expenses, indemnity, payment of attorneys’ fees and advances under Sections 4.3, 7.5 and 7.6 of the Lease. II. A first lien on and pledge of all right, title and interest in (i) the moneys and investments in the Bond Fund covenanted to be created and maintained under this Indenture, (ii) any moneys and investments in the Project Fund not applied to payment of Project Costs, as further provided herein, and (iii) Net Proceeds of any insurance or condemnation award held by the Trustee pursuant to the terms of the Lease or this Indenture. 588140v1BR291-398 3 III. Any and all other property of every name and nature from time to time hereafter by delivery or by writing of any kind conveyed, mortgaged, assigned or transferred, or in which a security interest is granted by the EDA or the City or by anyone in behalf of either of them or with their written consent, to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same according to the terms hereof. TO HAVE AND TO HOLD all and singular the said property hereby conveyed and assigned, or agreed or intended so to be, to the Trustee, its successor or successors in trust and its and their assigns, FOREVER. IN TRUST NEVERTHELESS, upon the terms and trust herein set forth, for the equal and proportionate benefit, security and protection of all Owners of the Bonds issued or to be issued under and secured by this Indenture, without preference, priority or distinction as to lien or otherwise of any of the Bonds over any of the others; PROVIDED, HOWEVER, that if the EDA, or its successors or assigns, shall well and truly pay or cause to be paid the principal of the Bonds and the premium (if any) and interest due or to become due thereon, at the times and in the manner mentioned in the Bonds according to the true intent and meaning thereof, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee sums sufficient to pay the entire amount due or to become due thereon, and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by the EDA and shall pay to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof; then upon such final payment this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise, this Indenture to be and remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all said property hereby assigned or pledged is to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the EDA agrees and covenants with the Trustee and with the respective Owners from time to time of the said Bonds or any part thereof, as follows: 588140v1BR291-398 4 ARTICLE I Definitions and Interpretation Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Article I and in the recitals and succeeding Articles of this Indenture shall, for all purposes of this Indenture and of any indenture supplemental hereto, have the meanings herein specified, such definitions to be equally applicable to both the singular and plural forms of any of the terms defined: “Act” means, collectively, Minnesota Statutes, Section 465.71, Sections 469.001 to 469.047, Sections 469.090 to 469.1082, Chapter 471, and Chapter 475, as amended, as amended. “Additional Bonds” means any Bonds issued pursuant to Sections 2.09 through 2.12 hereof. “Authorized Officer,” when used with respect to the City, means its Mayor, its City Manager, its Clerk, or any other person who is designated in writing by the City as an Authorized Officer for purposes of this Lease, and when used with respect to the EDA means its President, Secretary, Executive Director or any other person who is designated in writing by the EDA as an Authorized Officer for purposes of this Lease. “Bond Fund” means the Bond Fund established under Section 5.01 of this Indenture. “Bond Resolution” means the resolution adopted by the EDA on August 12, 2019 authorizing the issuance and sale of the Series 2019B Bonds, as the same may be amended, modified or supplemented by any amendments or modifications thereof. “Bonds” means the Series 2019B Bonds and any Additional Bonds. “Business Day” means any day on which the Trustee is open for business. “Certificate” means a certification in writing required or permitted by the provisions either of the Lease or this Indenture signed and delivered to the Trustee or other proper person or persons. If and to the extent required by the provisions of Section 1.02 hereof, each Certificate shall include the statements provided for in said Section 1.02. “Certified Resolution” means a copy of a resolution of the EDA or the City, certified by the clerk, secretary or other proper person to have been duly adopted and to be in full force and effect on the date of such certification. “City” means the City of Brooklyn Center, Minnesota, a home rule charter city and political subdivision of the State of Minnesota, and any successor to its functions. 588140v1BR291-398 5 “Closing Date” means the date on which the Bonds of any series are delivered to the Original Purchaser against payment therefor. “Construction Period” means the period between the beginning of construction of the Facilities or the date on which the Series 2019B Bonds are first delivered to the Original Purchaser, whichever is earlier, and the Completion Date with respect to the construction of the Facilities, as defined in the Lease. “Default” means default in the performance or observance of any of the covenants, agreements or conditions contained in this Indenture, or in the Bonds Outstanding hereunder, exclusive of any notice or period of grace required for a default to constitute an “Event of Default” as hereinafter provided. “EDA” means the Economic Development Authority of Brooklyn Center, Minnesota, a public body corporate and politic and political subdivision of the State of Minnesota, and its successors and assigns as lessor under the Lease. “Event of Default” means an Event of Default described in Section 7.01 of this Indenture which has not been cured. “Excluded Portion” means the portion of the building constructed on Lot 5, Block 1, Shingle Creek Crossing 5th Addition, County of Hennepin, State of Minnesota, which is described after the word “Excluding” in Exhibit A to the Lease and is depicted in Exhibit B to the Lease. “Facilities” means any buildings, structures and improvements to be constructed as the City’s municipal liquor store on the Site, and all furniture, fixtures and equipment to be acquired with proceeds of sale of the Bonds and located thereon. For the avoidance of doubt, the parties acknowledge and agreement that the Facilities do not include the Excluded Portion. “Ground Lease” means the Ground Lease of even date herewith, by which the City leases the Site to the EDA, as amended or supplemented from time to time. “Improvements” means any addition, enlargement, improvement, extension or alteration of or to the Facilities as they then exist, and also means any fixtures, structures or other facilities (other than the Facilities) acquired or constructed by the City and located on the Site. “Indenture” means this Trust Indenture dated as of September 1, 2019, between the EDA and Zions Bancorporation, as Trustee, under which the Bonds are authorized to be issued, and including any amendments or supplements hereto. “Independent,” when used with reference to an attorney, engineer, architect, certified public accountant, consultant or other professional person, means a person who (i) is in fact independent, (ii) does not have any material financial interest in the City or the transaction to which such person’s Certificate or opinion relates (other than payment to be received for 588140v1BR291-398 6 professional services rendered), and (iii) is not connected with the EDA or the City as an officer, director or employee. “Independent Counsel” means an Independent attorney duly admitted to practice law before the highest court of any state. “Independent Engineer” means an Independent engineer or engineering firm or an Independent architect or architectural firm qualified to practice the profession of engineering or architecture under the laws of Minnesota. “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended. “Lease” means the Lease-Purchase Agreement of even date herewith between the EDA, as lessor, and the City, as lessee, as amended or supplemented from time to time. “Lease Payments” means each of the payments due from the City to the EDA on each Lease Payment Date during the Term of the Lease, as shown on Exhibit B to the Lease. “Net Proceeds,” when used with respect to proceeds of insurance or a condemnation award, means moneys received or receivable by the City, as owner or as lessee under the Lease, or the Trustee, as lessee under the Ground Lease or as secured party, of the Site or the Facilities, less the cost of recovery (including attorneys’ fees) of such moneys from the insuring company or the condemning authority. “Opinion of Counsel” means a written opinion of counsel (who need not be Independent Counsel unless so specified) appointed by the City or the EDA and acceptable to the Trustee or appointed by the Trustee. If and to the extent required by the provisions of Section 1.02 hereof, each Opinion of Counsel shall include the statements provided for in said Section 1.02. “Original Purchaser” means Robert W. Baird & Co., Incorporated. “Outstanding” when used as of any particular time with reference to Bonds means (subject to the provisions of Section 9.03 of this Indenture pertaining to Bonds owned by the EDA or the City) all Bonds theretofore authenticated and delivered by the Trustee under this Indenture except: (i) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; (ii) Bonds for the payment or redemption of which funds or direct obligations of or obligations fully guaranteed by the United States of America in the necessary amount shall have theretofore been deposited with the Trustee (whether upon or prior to the maturity or the redemption date of such Bonds), provided that if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given pursuant to Article III of this Indenture, or provision satisfactory to the Trustee shall have been made for the giving of such notice; and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Trustee pursuant to the terms of Section 2.07 pertaining to replacement of Bonds. “Owner” means the registered owner of any Outstanding Bond. 588140v1BR291-398 7 “Permitted Encumbrances” means, as of any particular time: (i) liens for taxes and assessments not then delinquent, or which the City may, pursuant to provisions of Section 6.3 of the Lease, permit to remain unpaid, (ii) the Ground Lease and the Lease and amendments thereto, (iii) the EDA’s and the Trustee’s interest in the Facilities, (iv) any mechanic’s, laborer’s, materialmen’s, supplier’s or vendor’s lien or right not filed or perfected in the manner prescribed by law, (v) such minor defects, irregularities, encumbrances, easements, rights-of-way and clouds on title as normally exist with respect to properties similar in character to the Site and which do not, in the opinion of Independent Counsel, materially impair the property affected thereby for the purpose for which it was intended, and (vi) easements, restrictions or encumbrances, if any, shown on Exhibit A to the Lease. “Permitted Investments” means any investments, with an appropriate market value and of an appropriate maturity, permitted for the investment of public funds pursuant to Minnesota Statutes, Sections 118A.04 and 118A.05. “Predecessor Bonds” of any particular Bond means every previous Bond evidencing all or a portion of the same debt as that evidenced by such particular Bond, and for purposes of this definition, any Bond authenticated and delivered under Section 2.07 hereof in lieu of a lost, destroyed or stolen Bond shall be deemed to evidence the same debt as the lost, destroyed or stolen Bond. “Project” means the acquisition, construction and equipping of the Facilities and related facilities for use by the City on the Site. “Project Costs” means the costs defined in Section 4.03 of this Indenture. “Project Fund” means the Project Fund established under Section 4.02 hereof. “Redeem” or “redemption” means and includes “prepay” or “prepayment” as the case may be. “Regular Record Date” for the interest payable on any interest payment date on the Bonds of any series means the date specified in the provisions of this Indenture creating such series. “Responsible Officer” of the Trustee hereunder means and includes the chair of the board of directors, the Chair/President, every vice Chair/President, every assistant vice Chair/President, the cashier, every assistant cashier, every corporate trust officer, and every officer and assistant officer of such trustee, other than those specifically above mentioned, to whom any corporate trust matter is referred because of knowledge of, and familiarity with, a particular subject. “Series 2019B Bonds” means the $2,620,000 Economic Development EDA of the City of Brooklyn Center, Minnesota Lease Revenue Bonds (Liquor Store Project), Series 2019B, described in Section 2.01 of this Indenture. 588140v1BR291-398 8 “Site” means the real property described in Exhibit A to the Lease, including any property added to or substituted for any portion of the Site, and less any real property released from the Lease pursuant to Article VI of the Lease. For the avoidance of doubt, the parties acknowledge and agree that the Site does not include the Excluded Portion. “Special Record Date” for the payment of any Defaulted Interest (as defined in Section 2.05 hereof) on Bonds means a date fixed by the Trustee pursuant to Section 2.05 hereof. “Term Bonds” means the Series 2019B Bonds so identified in Section 2.01 hereof. “Trustee” means the trustee at the time serving as such under this Indenture. “Trust Estate” means the interests of the EDA in the Ground Lease and the Lease assigned under Granting Clause I of this Indenture; the revenues, moneys, investments, contract rights, general intangibles and instruments and proceeds and products and accessions thereof as set forth in Granting Clause II of this Indenture; and additional property held by the Trustee pursuant to Granting Clause III of this Indenture. Section 1.02. Characteristics of Certificate or Opinion. Any Certificate made or given by an officer of the EDA or of the City or by an Independent engineer, architect, consultant or other person may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such person knows that the opinion with respect to the matters upon which the Certificate may be based as aforesaid is erroneous, or, in the exercise of reasonable care, should have known that the same was erroneous. Any such Certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, information with respect to which is in the possession of the EDA or the City, upon a supporting Certificate of an officer or officers of the EDA or the City, unless the signer knows that the supporting Certificate with respect to the matters upon which the Certificate or opinion may be based as aforesaid is erroneous, or, in the exercise of reasonable care, should have known that the same was erroneous. Section 1.03. Additional Provisions as to Interpretation. All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof. Whenever in this Indenture it is provided or permitted that there be deposited with or held in trust by the Trustee money or funds in the necessary amount to pay or redeem any Bonds, the amount so to be deposited or held shall be the principal amount of such Bonds and all unpaid interest thereon to maturity, except that in the case of Bonds which are to be redeemed prior to maturity and in respect of which there shall have been furnished to the Trustee proof satisfactory to it that notice of such redemption on a specified redemption date has been duly given or provision satisfactory to the Trustee shall be made for such notice, the amount so to be deposited or held shall be the principal amount of such Bonds and interest thereon to the redemption date, together with the redemption premium, if any. 588140v1BR291-398 9 Any terms defined in the Lease but not defined herein shall have the same meaning herein unless the context hereof clearly requires otherwise. This Indenture is governed by and shall be construed in accordance with the laws of Minnesota. 588140v1BR291-398 10 ARTICLE II Form, Execution and Registration of Bonds Section 2.01. Form, Maturities and Numeration of Series 2019B Bonds. The Series 2019B Bonds to be issued and secured under this Indenture shall each be designated “Economic Development Authority of Brooklyn Center, Minnesota Lease Revenue Bond (Liquor Store Project), Series 2019B.” The Series 2019B Bonds and Certificates of Trustee shall be substantially in the form set forth in Exhibit B hereto. The Series 2019B Bonds shall be issued in fully registered form and shall be in authorized denominations of $5,000 each, or any integral multiple thereof not exceeding the principal amount maturing in any year, initially numbered from R-1 upwards in order of maturity, and the Series 2019B Bonds originally issued, and not in exchange for Predecessor Series 2019B Bonds, shall be dated the Closing Date for the Series 2019B Bonds. Thereafter, any Series 2019B Bonds issued in exchange for Predecessor Series 2019B Bonds shall be dated as of the date to which interest on the Predecessor Series 2019B Bonds has been duly paid or provided for, or the Closing Date, if issued prior to the first interest payment date, and shall be numbered in order of issuance commencing with the next number after the highest number assigned to the initial Series 2019B Bonds. No Series 2019B Bond shall represent principal maturing in different years. The Series 2019B Bonds shall bear interest payable semiannually on February 1 and August 1 of each year, commencing on August 1, 2020, from the Closing Date, or the most recent interest payment date to which interest has been paid or duly provided for. Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30-day months. The principal and redemption price of the Series 2019B Bonds shall be payable to the registered Owners upon presentation at the office of the Trustee, in such coin or currency of the United States of America as may be, on the respective dates of payment thereof, legal tender for the payment of public and private debts, and interest on the Series 2019B Bonds shall be paid by check or draft mailed to the registered Owners at the Owners’ registered addresses. The Regular Record Date referred to in Section 2.05 for the payment of interest on the Series 2019B Bonds payable, and punctually paid or duly provided for, on any interest payment date shall be the 15th day (whether or not a Business Day) of the calendar month next preceding such interest payment date. The Series 2019B Bonds shall be issued in the aggregate principal amount of Two Million Six Hundred Twenty Thousand Dollars ($2,620,000), shall mature on the dates and in the amounts, and shall bear interest at the rates per annum, according to dates of maturity, as follows: 588140v1BR291-398 11 Maturity Date Principal Amount Interest Rate Maturity Date Principal Amount Interest Rate 2021 2029 2022 2030 2023 2031 2024 2032 2025 2033 2026 2034 2027 2035 2028 Section 2.02. Execution of Bonds. The Bonds shall be signed in the name of the EDA by the manual or the facsimile signature of the President and the Executive Director of the EDA, or, in the absence of either or both of such officers, by other officers of the EDA, said signatures shall be authenticated by the manual signature of a Responsible Officer of the Trustee, which is hereby designated as authenticating agent. In the event that any of the officers whose signatures appear on any Bonds shall cease to be officers of the EDA before such Bond shall have been authenticated or delivered by the Trustee, such Bonds may, nevertheless, be authenticated, delivered, and be binding upon the EDA as though those officers who signed the same had continued to be such officers of the EDA; and, also, any Bond may be signed on behalf of the EDA by such person who, at the actual date of execution of such Bond, shall be the proper officer of the EDA, although at the date of such Bond such person shall not have been such an officer of the EDA. Upon the execution and delivery of this Indenture the EDA shall execute and deliver the Bonds to the Trustee for authentication. Section 2.03. Authentication of Bonds. No Bonds shall be valid or obligatory for any purpose or shall be entitled to any right or benefit hereunder or under the Lease or the Bond Resolutions unless an authorized representative of the Trustee shall manually endorse and execute on such Bond a certificate of authentication substantially in the form of the Certificate of Trustee hereinabove set forth. Such Certificate of Trustee upon any Bond shall be conclusive evidence that such Bond so authenticated has been duly issued under this Indenture and that the Owner thereof is entitled to the benefits of this Indenture. No Bonds shall be authenticated by the Trustee except in accordance with this Article. The Trustee shall not be required to authenticate any Bond unless provided with the documents referred to in Section 2.08. Section 2.04. Registration, Transfers and Exchange. As long as any of the Bonds issued hereunder shall remain Outstanding, the EDA shall maintain and keep at the office of the Trustee, as paying agent, registration records for the payment of the principal of and interest on the Bonds, as in this Indenture provided, and for the registration and transfer of the Bonds, and shall also keep at the office of the Trustee records for such registration and transfer. The EDA hereby appoints the Trustee, and its successors in the trust from time to time, as its agent to maintain said registration records at the office of the Trustee. 588140v1BR291-398 12 Upon surrender for transfer of any Bond at the office of the Trustee with a written instrument of transfer satisfactory to the Trustee, duly executed by the registered Owner or the Owner’s duly authorized attorney, and upon payment of any tax, fee or other governmental charge required to be paid with respect to such transfer, the EDA shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more Bonds of the same series, of any authorized denominations and of a like aggregate principal amount, interest rate and maturity. Except as the right of exchange may be limited as to Bonds of any series, at the option of the registered Owner thereof, Bonds may be exchanged for an equal aggregate principal amount of Bonds of the same series, maturity and interest rate of any authorized denominations, upon surrender thereof at the office of the Trustee. In all cases in which the privilege of exchanging Bonds or transferring Bonds is exercised, the EDA shall execute and the Trustee shall deliver Bonds in accordance with the provisions of this Indenture. For every such exchange or transfer of Bonds, whether temporary or definitive, the EDA or the Trustee may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. Notwithstanding any other provision of this Indenture, the cost of preparing each new Bond upon each exchange or transfer, and any other expenses of the EDA or the Trustee incurred in connection therewith (except any applicable tax, fee or other governmental charge) shall be paid by the City pursuant to the Lease. The EDA and the Trustee shall not be obligated to make any such exchange or transfer of Bonds during the 15 days next preceding the date of the first publication or the mailing (if there is no publication) of notice of redemption in the case of a proposed redemption of Bonds. The EDA and the Trustee shall not be required to make any transfer or exchange of any Bonds called for redemption. Section 2.05. Payment of Interest on Bonds; Interest Rights Preserved. Interest on any Bond of any series which is payable, and is punctually paid or duly provided for, on any interest payment date shall be paid to the person in whose name that Bond (or one or more Predecessor Bonds) is registered at the close of business on the Regular Record Date for such interest specified in the provisions of this Indenture creating such series. Any interest on the Bonds which is payable, but is not punctually paid or duly provided for, on any interest payment date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered Owner on the relevant Regular Record Date solely by virtue of such Owner having been such Owner; and such Defaulted Interest may be paid at the election of the Trustee in each case, as provided in Subsection A or B below: A. The Trustee may elect to make payment of any Defaulted Interest on the Bonds of any series to the persons in whose names such Bonds (or their respective Predecessor Bonds) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. 588140v1BR291-398 13 The EDA or the City shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment (which date shall be such as will enable the Trustee to comply with the next sentence hereof), and at the same time the EDA or the City shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest as in this Subsection provided and not to be deemed part of the Trust Estate. Thereupon the Trustee may fix a Special Record Date for the payment of Defaulted Interest, which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the City and the EDA of such Special Record Date and, in the name of the EDA and at the expense of the City, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class postage prepaid, to each Owner of a Bond of such series at the Owner’s address as it appears in the registration records not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the persons in whose names the Bonds of such series (or their respective Predecessor Bonds) are registered on such Special Record Date and shall no longer be payable pursuant to the following Subsection B. B. Subject to the foregoing provisions of this Section, each Bond delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond and each such Bond shall bear interest from such date that neither gain nor loss in interest shall result from such transfer, exchange or substitution. Section 2.06. Ownership of Bonds. As to any Bond, the EDA and the Trustee and their respective successors shall deem and treat the person in whose name the same shall be registered as the absolute Owner thereof for all purposes and neither the EDA nor the Trustee nor their respective successors shall be affected by any notice to the contrary. Payment of or on account of the principal of any such Bond shall be made only to or upon the order of the registered Owner thereof, but such registration may be changed as above provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. Section 2.07. Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds. In case any Outstanding Bond shall become mutilated or be destroyed, stolen or lost, the Trustee shall authenticate and deliver a new Bond of like tenor, number and amount as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond, upon surrender of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, upon filing with the Trustee evidence satisfactory to the EDA and the Trustee that such Bond has been destroyed, stolen or lost and upon furnishing the EDA, the Trustee and the City with indemnity satisfactory to them and complying with such other reasonable regulations as the EDA, the 588140v1BR291-398 14 Trustee and the City may establish and payment of any expenses which the EDA, the Trustee or the City may incur in connection therewith. In the event any such Bond shall have matured, instead of issuing a substitute Bond, the EDA may pay the same without surrender thereof. Section 2.08. Conditions for Authentication of Series 2019B Bonds. The Trustee shall not authenticate and deliver the Series 2019B Bonds to be issued and delivered pursuant to this Indenture unless theretofore or simultaneously therewith there shall have been delivered to the Trustee the following: (a) Certified copies of the Bond Resolution authorizing the issuance of the Series 2019B Bonds and the execution and delivery of the Ground Lease, the Lease and this Indenture, and of the resolution adopted by the City, giving approval to the Project and authorizing the execution and delivery of the Ground Lease and the Lease. (b) Executed counterparts of the Ground Lease, the Lease and this Indenture, and UCC-1 financing statements executed by the City as Debtor and describing as collateral any tangible personal property leased pursuant to the Lease, and by the EDA as Debtor and describing as collateral the property granted to the Trustee pursuant to the granting clauses hereof. (c) The manually signed approving opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, as Bond Counsel, concerning the validity and legality of the Series 2019B Bonds and exclusion of interest thereon from gross income under the Internal Revenue Code. (d) A Certificate of an Authorized Officer of the City to the effect that the City has deposited in the Project Fund, or has expended for Project Costs, or has on hand such amounts of money as are currently estimated to be needed to meet Project Costs for the Project in excess of the proceeds of the Series 2019B Bonds to be deposited in the Project Fund pursuant to Section 4.01 hereof, plus the amount necessary to pay the costs of construction of the Excluded Portion. (e) An order for authentication and registration of the Series 2019B Bonds, signed by the Executive Director or other officer of the EDA, specifying the aggregate principal amount of the Series 2019B Bonds to be issued and directing the Trustee to deliver the Series 2019B Bonds to or upon the order of the Original Purchaser upon payment of the purchase price therefor. (f) A certificate of the EDA pursuant to Section 148 of the Internal Revenue Code as to the absence of arbitrage expectation with respect to the Series 2019B Bonds, which certificate may be based on certifications of the City. (g) Such further certifications, documents and Opinions of Counsel as the EDA or Bond Counsel may require. 588140v1BR291-398 15 Section 2.09. Additional Bonds; Generally. The EDA, upon request of the City, may issue Additional Bonds of any series in amounts which are sufficient to pay the cost of completing the Project, acquiring, constructing or equipping Improvements and refunding Outstanding Bonds, to pay the costs of issuing such Additional Bonds, and, in the case of Additional Bonds issued to pay the cost of Improvements, to fund interest payable on such Additional Bonds for a period of time not to exceed 6 months beyond the completion of any Improvements financed with the proceeds thereof. Section 2.10. Additional Bonds to Pay the Cost of Improvements. Additional Bonds of any series may be issued, at one time or from time to time, subject to the conditions hereinafter described, in an aggregate amount sufficient with any other funds available and committed therefor, to pay the cost of any Improvements, including Improvements located on real property contiguous with the Site, if such real property is to be acquired by the City and leased to the EDA pursuant to the Ground Lease; provided, however, that such real property, whether or not financed with the proceeds of Additional Bonds shall, as a condition to the issuance of such Additional Bonds, be subjected to the Ground Lease and the Lease and become part of the Site, and the City, the Trustee and the EDA shall take all action necessary to so provide. Section 2.11. Additional Bonds for Refunding Purposes. Additional Bonds may be issued at any time or from time to time, subject to the conditions hereinafter described, for the purpose of providing funds, with any other funds available and committed therefor, for paying at their stated maturities or earlier optional redemption date all the Outstanding Bonds of any one or more series, including the payment of any interest which will accrue on such Bonds to the stated maturities or earlier optional redemption date thereof, and any expenses in connection with such refunding. Section 2.12. Delivery of Additional Bonds. Additional Bonds of any series may be executed by the EDA and delivered to the Trustee for authentication, but only upon receipt by the Trustee of the following: (a) An executed counterpart of the Supplemental Indenture creating such Additional Bonds; (b) Executed counterparts of amendments to the Ground Lease and the Lease adding the property, if any, financed with the Additional Bonds to the Site and providing for additional Lease Payments sufficient to provide for the payment of principal, premium, if any, and interest on all Bonds to be Outstanding after the issuance of the Additional Bonds. Section 2.13. Book-Entry Only System. (a) The Series 2019B 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 2.01 hereof. Upon initial issuance, the ownership of each such Series 2019B Bond will be registered in the registration books kept by the Trustee in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, and its successors and assigns (“DTC”). 588140v1BR291-398 16 Except as provided in this Section, all of the Outstanding Series 2019B Bonds will be registered in the registration books kept by the Trustee in the name of Cede & Co., as nominee of DTC. (b) With respect to Bonds of any series registered in the registration books kept by the Trustee in the name of Cede & Co., as nominee of DTC, the EDA, the City and the Trustee 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 Trustee, 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 EDA, the City and the Trustee may treat and consider the person in whose name each Bond is registered in the registration books kept by the Trustee as the 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 of such Bond, and for all other purposes. The Trustee 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 Trustee, and all such payments will be valid and effectual to fully satisfy and discharge the EDA’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 Trustee, will receive a certificated Bond evidencing the obligation of this Indenture. Upon delivery by DTC to the Trustee 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. (c) The form of representation letter proposed to be submitted to DTC, which is on file with the EDA and the Trustee (the “Representation Letter”), is hereby approved, and the Executive Director and the Trustee are authorized to execute and deliver the Representation Letter in substantially the form on file, with such changes therein not inconsistent with law as the Executive Director and the Trustee may approve, which approval will be conclusively evidenced by the execution thereof. (d) In the event the EDA, by resolution, determines that it is in the best interests of the persons having beneficial interests in the Bonds of any series issued in book-entry form that they be able to obtain Bond certificates, the EDA will notify the Trustee, which will notify DTC, whereupon DTC will notify the Participants, of the availability through DTC of Bond certificates. In such event the EDA will issue, transfer and exchange Bond certificates as requested by DTC and any other registered owners in accordance with the provisions of this Indenture. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the EDA and the Trustee and discharging its responsibilities with respect thereto under applicable law. In such event, if no successor securities depository is appointed, the EDA will issue and the Trustee will authenticate Bond certificates in accordance 588140v1BR291-398 17 with this Indenture and the provisions hereof will apply to the transfer, exchange and method of payment thereof. (e) Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond will be made and given, respectively in the manner provided in the Representation Letter. 588140v1BR291-398 18 ARTICLE III Redemption of Bonds Section 3.01. Redemption of Series 2019B Bonds. The Series 2019B Bonds are subject to extraordinary redemption on any Business Day in whole or in part, at a redemption price equal to par, plus accrued interest to the redemption date, at the election of the EDA or, in accordance with the Lease, the City, upon the happening of certain events of damage to or destruction or condemnation of the Site or the Facilities or change of law rendering the Lease unenforceable or impossible of performance, all as more fully provided in Section 7.7 of the Lease. The Series 2019B Bonds maturing on or after February 1, 202__ are subject to optional redemption, at the election of the EDA or, in accordance with the Lease, the City, in whole or in part, and if in part in such manner as the EDA or, in accordance with the Lease, the City shall determine, on August 1, 202__ and any date thereafter, at a redemption price of par plus accrued interest. Notice of any redemption of Series 2019B Bonds, shall be mailed in the form provided by Section 3.02 and in the manner and to the extent required by Section 3.03. Prior to the date fixed for redemption, funds shall be deposited with the Trustee sufficient to pay the Series 2019B Bonds called and accrued interest thereon. Upon the happening of the above conditions, any Series 2019B Bonds thus called shall not bear interest on or after the redemption date, and except for the purpose of payment by application of the funds so deposited, shall no longer be protected by this Indenture. Section 3.02. Written Notice to Trustee. The EDA (upon direction of the City) shall provide the Trustee, not less than 45 days before the redemption date, written notice of its election to redeem Bonds, describing the Outstanding Bonds to be redeemed, the date of redemption, and the redemption price. Section 3.03. Mailing and Publication of Notice. Notice of redemption (including when only a portion of the Bonds is to be redeemed, the series and numbers of such Bonds) shall be mailed by the Trustee, not less than 30 days before the redemption date, by first class mail, to the registered Owners of any Bonds which are to be redeemed, at their last addresses appearing upon the registration books maintained by the Trustee No notice of redemption need be given if the Owners of all Bonds called for redemption waive notice thereof in writing and such waiver is filed with the Trustee. The Trustee may provide a conditional notice of redemption upon the direction of the EDA or the City. If a conditional notice of redemption has been provided and the conditions are not satisfied, such notice of redemption shall be of no force and effect and the Bondholders shall be restored to their former positions as though no such notice of redemption had been delivered. The Trustee also shall provide a copy of such notice in an electronic format to DTC and as prescribed by the Municipal Securities Rulemaking Board (the “MSRB”), together with such 588140v1BR291-398 19 identifying information as is prescribed by the MSRB, at least 30 days and not more than 45 days prior to such redemption date. Section 3.04. Deposit for Redemption. On or prior to the redemption date, there shall be deposited with the Trustee cash in an aggregate amount which shall be sufficient to pay the redemption price of the Bonds to be redeemed and interest thereon to the redemption date; and there shall be deposited, or arrangements shall be made with the Trustee to deposit, with the Trustee a sum sufficient to pay the proper expenses and charges of the Trustee in connection with such redemption. Upon deposit with the Trustee of the aggregate amount of such redemption price and interest into the Bond Fund, such moneys shall be set aside by the Trustee and held by it for the account of the respective Owners of the Bonds being redeemed. Section 3.05. Payment of Redeemed Bonds. After notice of redemption shall have been given as provided in Section 3.03, the Bonds specified in such notice shall become due and payable on the redemption date. Payment of the redemption price and interest shall be made to or upon order of each registered Owner, upon the surrender of the Bonds. Any installment of interest maturing on or prior to the redemption date shall be payable to the registered Owners of Bonds on the relevant Record Dates according to the terms of such Bonds and the provisions of Section 2.05 hereof and the notice of redemption herein provided for may so state. Notice of redemption having been given in the manner provided in this Article III and if either there were no conditions to such redemption or the conditions have been satisfied, and redemption moneys are available for the payment of all of the Bonds called for redemption on the redemption date, the Bonds so called shall cease to accrue interest on or after the redemption date, and such Bonds shall not be deemed to be Outstanding hereunder for any purpose, except that the Owners thereof, on presentation, as herein provided, shall be entitled to receive payment of the redemption price and interest accrued thereon to the redemption date from the moneys set aside by the Trustee as aforesaid. Section 3.06. Cancellation of Redeemed Bonds. All Bonds so redeemed shall forthwith be canceled and destroyed by the Trustee; and no further Bonds shall be executed or authenticated or issued hereunder in exchange or substitution therefor. Section 3.07. Partial Redemption of Bonds. If less than all of the Bonds of a series of a particular maturity at the time Outstanding are to be called for prior redemption, the particular Bonds or portions thereof of such maturity to be redeemed shall be selected randomly or by lottery except as otherwise provided herein. The Trustee shall call for redemption in accordance with the foregoing provisions as many Bonds or portions thereof as will, as nearly as practicable, exhaust the moneys available therefor. Particular Bonds or portions thereof shall be redeemed only in integral multiples of principal amount of $5,000. In the case of Bonds of denominations greater than $5,000, if less than all of such Bonds then Outstanding are to be called for redemption, then for all purposes in connection with redemption, each $5,000 of principal amount shall be treated as though it was a separate Bond of the denomination of $5,000. If it is determined that one or more, but not all of the $5,000 units of principal amount represented by any such Bond is to be called for redemption, then upon notice of intention to redeem such $5,000 unit or units, the Owner of such Bond shall forthwith 588140v1BR291-398 20 surrender such Bond to the Trustee (1) for payment of the redemption price (including the redemption premium, if any, and interest to the date fixed for redemption) of the $5,000 unit or units of principal amount called for redemption and (2) exchange for a new Bond or Bonds of the aggregate principal amount of the unredeemed balance of the principal amount of such Bond, shall be issued to the Owner without charge therefor. If the Owner of any such Bond of a denomination greater than $5,000 shall fail to present such Bond to the Trustee for payment and exchange as aforesaid, such Bond shall nevertheless become due and payable on the date fixed for redemption to the extent of the $5,000 unit or units of principal amount called for redemption (and to that extent only). Interest shall cease to accrue on the portion of the principal amount of such Bond represented by such $5,000 unit or units of principal amount on and after the date fixed for redemption; provided, that funds sufficient for the payment of the redemption price shall have been deposited with the Trustee and shall be available for the redemption of said $5,000 unit or units on the date fixed for redemption, and in such event, such Bond shall not be entitled to the benefit or security of this Indenture or the Bond Resolution to the extent of the portion of its principal amount (and accrued interest thereon to the date fixed for redemption and applicable premium, if any) represented by such $5,000 unit or units of principal amount, nor shall new Bonds be thereafter issued corresponding to said unit or units. 588140v1BR291-398 21 ARTICLE IV Bond Proceeds; Project Fund Section 4.01. Deposit of Series 2019B Bond Proceeds. The EDA shall deposit, or shall direct the Original Purchaser of the Series 2019B Bonds to deposit, with the Trustee all of the net proceeds of the sale of the Series 2019B Bonds (including accrued interest thereon from the date from which interest is to be paid thereon to the date of delivery to the Original Purchaser), and out of such proceeds the Trustee shall: (i) Deposit to the credit of the Bond Fund an amount equal to the accrued interest ($______); and (ii) Deposit to the credit of the Project Fund the balance of such proceeds, $__________. Section 4.02. Establishment of Project Fund. The EDA hereby establishes a fund (the “Project Fund”) with the Trustee and, on the Closing Date, there shall be deposited with the Trustee to the credit of the Project Fund proceeds of the Series 2019B Bonds, as provided in clause (ii) of Section 4.01. As provided in Section 4.05 hereof, Construction Period income and profit from the investment of moneys in the Project Fund shall be credited to the Project Fund. In addition to such proceeds of the Series 2019B Bonds, income and profit, the City has covenanted in Section 3.2 of the Lease that if the moneys in the Project Fund shall not be sufficient to pay the Project Costs in full, then the City shall pay all that portion of the Project Costs in excess of the moneys available therefor, which, together with such proceeds, income and profit will be sufficient to finance the total Project Costs. The EDA has no obligation to deposit any moneys in the Project Fund or to apply moneys to Project Costs except proceeds of Bonds or funds made available therefor by the City. The moneys in the Project Fund shall be held in trust by the Trustee and applied to the payment of the Project Costs in accordance with and subject to the provisions of this Article, and pending such application shall be subject to a lien and charge in favor of the Owners of the Bonds issued and Outstanding under this Indenture and shall be held for the further security of such Owners until paid out as herein provided. Section 4.03. Project Costs Defined. For the purposes of this Article, Project Costs do not include any costs of the Excluded Portion and shall include, without intending thereby to limit or restrict any proper definition of such cost under any applicable laws and generally accepted accounting principles, the following: (a) Obligations incurred for labor (including payroll cost of City employees according to time spent by such employees on the Project) and to contractors, builders and material suppliers in connection with the acquisition, construction, reconstruction, renovation and installation of the Project, including obligations for machinery, materials and equipment therefor; 588140v1BR291-398 22 (b) Costs of acquisition of land and all interests in land required specifically for the Site, Site improvements required for the construction or operation of the Project, demolition of any existing building on the Site and removal of any equipment therefrom (net of any salvage). (c) The cost of any indemnity and surety bonds deemed necessary by the City, the fees and expenses of the Trustee and any paying agent during the Construction Period, taxes and other municipal or governmental charges levied or assessed during the Construction Period on the Site, and any premiums for insurance incurred in connection with the Project during the Construction Period; (d) Costs of acquisition and installation of equipment, furnishings and other tangible personal property required for the Project; (e) Fees and expenses of engineers and architects for surveys, estimates and other preliminary investigations, preparation of plans, drawings and specifications, and supervising construction, as well as for the performance of all other duties of engineers and architects in relation to the Project or the issuance of the Bonds therefor, including the costs of such services as may have been performed by employees of the City; (f) Expenses of administration, supervision and inspection properly chargeable to the Project, administrative fees and other expenses relating to the Project, title insurance premiums, abstracting and filing fees, legal expenses and fees, fiscal consultant fees and expenses, cost of audits and of preparing, offering, selling and issuing any of the Bonds, all other expenses relating to the issuance, sale and delivery of the Bonds and any other costs which are treated as “issuance costs” within the meaning of Section 147(g) of the Internal Revenue Code and initial fees of the Trustee; and (g) Any other obligation or expense heretofore or hereafter incurred by the City in connection with the Project defined as and constituting a proper Project cost and approved by an Authorized Officer of the City. Section 4.04. Payments from Project Fund. Each of the payments referred to in Section 4.03, including interest on the Bonds during the Construction Period, shall be made from the Project Fund only upon receipt of a Draw Request executed by an Authorized Officer of the City in substantially the form attached hereto as Exhibit A . The Draw Request shall set forth the following: (1) the requisition number, (2) the name and address of the person, firm or corporation to whom payment is due or has been made, (3) the amount to be paid, (4) the percentage of the cost attributable to Project Costs, (5) the purpose to which such payment is to be applied, and (6) that each obligation, item of cost or expense mentioned therein has been properly incurred and is a proper charge against the Project Fund and has not been the basis of any previous withdrawal. Such requisitions shall be submitted no more often than twice a month, and the Trustee shall issue its check for each payment required by each such requisition within three Business Days after receipt of said statement. 588140v1BR291-398 23 In the case of any construction contract providing for the retention of a portion of the contract price, the amount of the Draw Request shall be limited to the net amount remaining after deduction of any such portion. All payments made from the Project Fund shall be presumed by the Trustee to be made for the purposes certified in said statement, and the Trustee shall not be required to see to the application of any payments made from the Project Fund or to inquire into the purposes for which withdrawals are being made from the Project Fund. For purposes of complying with the requirements of this section, the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon each Draw Request in the form set forth as Exhibit A attached hereto, which may be submitted by facsimile. The Trustee shall not be responsible for determining whether the funds on hand in the Project Fund are sufficient to complete the Project. Moneys in the Project Fund shall be subject to withdrawal from time to time only for the purposes of paying Project Costs or for the reimbursement to the City, subject to any applicable provision of law, for payments theretofore made by the City for Project Costs. The EDA agrees that none of the funds in the Project Fund shall be used for any purposes other than payment or reimbursement of Project Costs and the payment of principal of, premium (if any) on and interest on the Bonds. Section 4.05. Application of Balance in Project Fund. When the City has furnished to the Trustee a Certificate of an Authorized Officer as to the Completion Date, any balance then remaining in the Project Fund (after reserving such amount as the Authorized Officer shall deem necessary for the payment of any remaining amounts due or to become due for Project Costs, and after returning to the City any contingent funds which it may have deposited into the Project Fund as additional funds to finance total Project Costs and found to be unnecessary for such purpose), shall be transferred to the Bond Fund. Section 4.06. Investment of Project Fund. The Trustee shall invest the moneys on deposit in the Project Fund at the request of an Authorized Officer of the City in Permitted Investments which shall (i) be payable in such amounts and at such times not later than the time or times when such moneys will be needed to pay Project Costs, and (ii) mature or may be redeemed no later than 12 months from the date of investment. The type, amount and maturity of Permitted Investments made pursuant to this Section shall conform to any instructions of the Authorized Officer. The Trustee may, from time to time, cause any such investments in the Project Fund to be sold or otherwise be converted into cash, whereupon the proceeds derived from such sale or conversion shall be deposited into the Project Fund in order to pay a Draw Request. Any interest or profit derived from investments shall be credited to the Project Fund. Any loss derived from investments shall be debited to the Project Fund. Investments permitted under this Section may be purchased from the Trustee or from any of its affiliates. 588140v1BR291-398 24 ARTICLE V Disposition of Pledged Revenues Section 5.01. Bond Fund. The EDA hereby establishes and shall maintain with the Trustee, so long as any Bonds are Outstanding, a separate Fund to be designated “Economic Development Authority of Brooklyn Center, Minnesota Lease Revenue Bonds (Liquor Store Project) Bond Fund” (the “Bond Fund”), into which the Trustee shall make the following deposits: (a) The amount required by Section 4.01(i) hereof to be deposited in the Bond Fund. (b) On August 1, 2020 and each February 1 and August 1 thereafter, or as soon after the due date as received from the City, all payments by the City as Lease Payments under Section 4.2 of the Lease. (c) All other moneys received by the Trustee from the City when accompanied by directions of the City that such moneys are to be paid into the Bond Fund or used for purposes for which moneys in the Bond Fund may be used. (d) All other moneys required to be deposited in the Bond Fund pursuant to any provision of this Indenture, the Ground Lease, the Lease or the Bond Resolution. The moneys and investments in the Bond Fund are irrevocably pledged and shall be used by the Trustee, from time to time, to the extent required: FIRST: For the payment of principal of, premium (if any) on and interest on the Bonds, as and when such principal, premium and interest shall become due and payable; and SECOND: Upon direction by the EDA, to purchase Outstanding Bonds at purchase prices not exceeding par plus accrued interest. Section 5.02. Intentionally Omitted. Section 5.03. Investment of Funds. To the extent authorized by applicable law, moneys on deposit to the credit of the Project Fund and the Bond Fund shall be invested by the Trustee, upon the written direction of an Authorized Officer of the City, in Permitted Investments. All such Permitted Investments shall at all times be a part of the Fund from which the money used to acquire such Permitted Investments shall have come. Such Permitted Investments shall be made so as to mature or be subject to redemption at the option of the holder thereof on or prior to the date or dates that the EDA anticipates that money therefrom will be required. Any interest accruing on and any profit realized from such investment shall be credited to the respective Fund. Any such investments shall be held in the name of the Trustee and by or under the control 588140v1BR291-398 25 of the Trustee. The Trustee may make any and all such investments through its trust department or related companies. The Trustee shall sell and reduce to cash a sufficient amount of such investments in the trust funds whenever the cash balance in any such Fund is insufficient for a necessary transfer. Neither the Trustee nor the EDA shall be liable for any loss resulting from any such investment, nor from failure to preserve rights against endorsers or other prior parties to instruments evidencing any such investment. Investment of funds pursuant to this Section shall be limited as to amount and yield of investment in such manner that no part of the Outstanding Bonds shall be deemed “arbitrage bonds” under Section 148 of the Internal Revenue Code and regulations thereunder. The EDA covenants and certifies to the Trustee and to and for the benefit of the Owners of the Bonds from time to time Outstanding that so long as any of the Bonds remain Outstanding, it will not knowingly take any action so that money on deposit in any fund or account in connection with the Bonds, whether or not such money was derived from the proceeds of the sale of the Bonds or from any other sources, will be used in a manner which, to its knowledge, will cause any of the Bonds to be classified as “arbitrage bonds” within the meaning of Section 148 of the Code. Pursuant to such covenants, the EDA obligates itself to comply, to the best of its knowledge, throughout the term of the Bonds, with the requirements of Section 148 of the Code and any regulations promulgated thereunder. The Trustee shall be entitled to rely on the Tax Certificate delivered in connection with the issuance of the Bonds. Section 5.04. Compliance with Arbitrage Restrictions. The EDA hereby acknowledges and confirms that the maintenance of the tax-exempt status of interest on the Bonds is dependent, among other things, on compliance with the arbitrage requirements set forth in Section 148 of the Internal Revenue Code and regulations thereunder. In order to confirm and carry out such understanding, the City has agreed under the Lease, inter alia, to comply with said Section 148 and regulations thereunder. 588140v1BR291-398 26 ARTICLE VI Particular Covenants of the EDA The EDA covenants and agrees, so long as any Bonds shall be Outstanding and subject to the limitations on its obligations herein set forth, that: Section 6.01. Payment of Bonds. It will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Indenture and the Bond Resolution and in each and every Bond executed, authenticated and delivered hereunder; will pay, but solely from Lease Payments by the City and other amounts received or held by the Trustee hereunder, the principal of, premium (if any) on and interest on every Bond issued hereunder on the dates, at the places and in the manner prescribed in such Bonds in any coin or currency which, on the respective dates of payment of such principal and interest, is legal tender for the payment of public and private debts; and will cause such amounts received to be deposited with the Trustee prior to the due date of each installment of principal and interest and prior to the maturity of any Bond in amounts sufficient to pay such installment or Bond; provided, however, that the principal of and interest on any Bond is not and shall not constitute an indebtedness of the EDA or the City, within the meaning of any state constitutional provision, statutory or charter limitation and shall not be deemed to represent a debt or pledge the full faith or credit of the EDA or the City or grant to the Owner of any Bond any right to have the EDA or the City levy any taxes or appropriate any funds to the payment of principal of or interest on the Bonds, and the Bonds do not constitute or give rise to a charge against the general credit or taxing powers of the EDA or the City or a pecuniary liability of the EDA or the City, the payment of the Bonds to be made solely and only out of the moneys received pursuant to the Lease and the Funds and Accounts established and maintained with the Trustee pursuant to this Indenture and appropriated to the payment of the Bonds by this Indenture. Section 6.02. Extensions of Payments of Bonds and Interest. The EDA shall not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of any claims for interest, except as may be expressly permitted by the provisions of this Indenture. Nothing in this Section shall, however, be deemed to limit the right of the EDA to fund or refund such Bonds and claims for interest. Section 6.03. Authorization. The EDA has undertaken, pursuant to the Constitution and Laws of the State of Minnesota, to create and issue the Bonds, to use the proceeds thereof to finance the Project, to execute this Indenture and assign and pledge to the Trustee the Trust Estate, including the Lease Payments, and to make the covenants as herein provided. All necessary action and proceedings on their part to be taken for the creation and issuance of the Bonds and the execution and delivery of this Indenture have been duly and effectively taken, and the Bonds in the hands of the Owners thereof are and will be duly issued special, limited obligations of the EDA in accordance with their terms. The Bonds are being issued pursuant to the Act and are intended to be subject to no other general provisions of law respecting the authorization, execution and delivery of bonds. 588140v1BR291-398 27 Section 6.04. Concerning the Lease. The EDA will cooperate or cause and permit the Trustee to take such action as may be necessary or advisable to enforce the covenants, terms and conditions of the Lease if such action shall be deemed to be in the best interest of the EDA or the Owners. The EDA shall do or cause to be done all things on its part to be performed under the Lease so that the obligations of the City thereunder shall not be impaired or excused. Section 6.05. To Observe All Covenants and Terms; Limitations on EDA’s Obligations. The EDA will not issue or permit to be issued any Bonds hereunder in any manner other than in accordance with the provisions of this Indenture and the agreements in that behalf herein contained, and will not suffer or permit any Default to occur under this Indenture, but will faithfully observe and perform all the conditions, covenants and requirements hereof. It is expressly agreed that the EDA has no obligation to levy taxes for, or make any advance or payment or incur any expense or liability from its general funds in performing, any of the conditions, covenants or requirements of the Bonds or this Indenture or from any funds other than revenues and income received pursuant to the Lease or moneys in the Funds and Accounts provided for herein. Section 6.06. Liens; Further Assurances. The EDA agrees that it will not mortgage, sell or otherwise encumber its interest in the Site and the Facilities during the term of the Lease, except as such liens may constitute Permitted Encumbrances and subject to any amendments and other documents authorized pursuant to Section 12.01 hereof. The EDA will execute or cause to be executed any and all further instruments required to perfect the lien of this Indenture on the property secured hereby, or to vest in the Trustee the right to receive and apply the revenues and income pledged to the payment or protection and security of the Bonds, and will execute, deliver, file or record any financing statement pursuant to the Uniform Commercial Code if such filing, registration or recording shall be necessary or convenient to effect, protect or confirm the pledge and lien of this Indenture. The City shall pay all fees and expenses in connection with the preparation of such documents and all filing and registration taxes and fees in connection therewith. 588140v1BR291-398 28 ARTICLE VII Remedies on Default Section 7.01. Events of Default. Each of the following events is hereby defined as, and is declared to be and to constitute, an “Event of Default”: (a) If payment of the principal of any of the Bonds, or any premium thereon, when the same shall become due and payable, whether at maturity or proceedings for redemption, declaration or otherwise, shall not be made; or (b) If payment of any interest on the Bonds when the same shall become due and payable (in which case interest shall be payable to the extent permitted by law on any overdue installments of interest, in each case at the interest rate borne by the Bonds in respect of which such interest is overdue) shall not be made; or (c) If the EDA shall default in the due and punctual performance of any of the other covenants, conditions, agreements and provisions contained in the Bonds or in this Indenture, or in any indenture supplemental hereto on the part of the EDA to be performed, and such default shall have continued for a period of 60 days after written notice, specifying such default and requiring the same to be remedied, shall have been given to the EDA and to the City by the Trustee, or if such notice is given to the Trustee, the EDA and the City by the Owners of not less than 25% in principal amount of the Bonds then Outstanding; or (d) If any “event of default” as that term is defined in the Lease shall occur and be continuing. Section 7.02. Acceleration of Maturity. Upon the occurrence of an Event of Default, the Trustee may, and upon written request of the Owners of 25% in aggregate principal amount of Bonds Outstanding hereunder shall, by notice in writing delivered to the EDA and the City, declare the principal of all Bonds hereby secured then Outstanding and the interest accrued thereon immediately due and payable. Section 7.03. Enforcement of Covenants and Conditions. In any case of Default or breach of any of the covenants and conditions of this Indenture, or to protect the Trust Estate, the Trustee, anything herein contained to the contrary notwithstanding and without any request from any Owner (subject, however, to the provisions of Section 8.06 hereof), may take such action or actions for the enforcement of its rights and the rights of the Owners and the rights of the EDA under the Ground Lease or the Lease as provided therein. Upon the happening and continuance of an Event of Default, the Trustee may, and upon the written request of the Owners of not less than a majority in aggregate principal amount of Outstanding Bonds the Trustee shall, proceed forthwith by suit or suits at law or in equity or by any other appropriate remedy to enforce payment of the Bonds, to enforce application to such 588140v1BR291-398 29 payment of the funds, revenues and income appropriated thereto by this Indenture and by the Bonds, to enforce rights of the EDA under the Ground Lease and the Lease, and to pursue any such other appropriate legal or equitable remedy as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of its rights or any of the rights of the Owners. Notwithstanding the foregoing, the Trustee need not proceed upon any such written request of the Owners, as aforesaid, unless such Owners shall have offered to the Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby. Section 7.04. Appointment of Receivers. Upon the occurrence of an Event of Default, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and the Owners of Bonds under this Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Trust Estate and of the revenues, issues, payments and profits thereof, pending such proceedings, with such powers as the court making such appointment shall confer. Section 7.05. Application of Moneys. All moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Indenture, the Lease or the Ground Lease shall, after payment of the cost and expenses of the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Trustee (including, but not limited to, fees and expenses incurred to date by the Trustee and which are unpaid), be deposited in the Bond Fund, and all moneys then held hereunder, including but not limited to moneys in the Bond Fund, shall be applied as follows: (a) Unless the principal of all the Bonds shall have become or shall have been declared due and payable, all such moneys shall be applied: FIRST: To the payment to the persons entitled thereto of all installments of interest then due on the Bonds, in the order of the maturity of the installments of such interest, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or privilege; and SECOND: To the payment to the persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of this Indenture), in the order of their due dates, and, if the amount available shall not be sufficient to pay in full the Bonds due on any particular date, then to the payment ratably, according to the amount of principal due on such date, to the persons entitled thereto without any discrimination or privilege. 588140v1BR291-398 30 (b) If the principal of all the Bonds shall have become due or shall have been declared due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or privilege. (c) If the principal of all the Bonds shall have been declared due and payable, and if such declaration shall thereafter have been rescinded and annulled under the provisions of this Article, then, subject to the provisions of paragraph (b) of this Section in the event that the principal of all the Bonds shall later become due or be declared due and payable, the moneys shall be applied in accordance with the provisions of paragraph (a) of this Section. Whenever moneys are to be applied by the Trustee pursuant to the provisions of this Section, such moneys shall be applied by it at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an interest payment date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such dates shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date, and shall not be required to make payment to the Owner of any unpaid Bond until such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. Whenever all Bonds and interest thereon have been paid under the provisions of this Section and all expenses and charges of the Trustee and the EDA have been paid, any balance remaining shall be paid to the persons entitled to receive the same; if no other person shall be entitled thereto, then the balance shall be paid to the City. Section 7.06. Right of Trustee to Act Without Possession of Bonds. All rights of action (including the right to file proof of claim) under this Indenture, the Lease, the Ground Lease or the Bond Resolution, or under any of the Bonds, may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceeding relating thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its name as Trustee, without the necessity of joining as plaintiffs or defendants any Owners of the Bonds hereby secured, and any recovery of judgment shall be for the equal benefit of the Owners of the Outstanding Bonds, subject to the provisions of Section 6.02 hereof with respect to extended Bonds and claims for interest. Section 7.07. Power of Majority of Owners. Anything in this Indenture to the contrary notwithstanding, the Owners of a majority in aggregate principal amount of Bonds Outstanding hereunder shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the method and place of conducting all proceedings to be 588140v1BR291-398 31 taken under this Indenture, the Lease, the Ground Lease, and the Bond Resolution; provided that such direction shall not be otherwise than in accordance with the provisions of applicable law and that the Trustee shall be indemnified as provided in Section 8.06 and provided further that the Trustee may refuse to follow any direction that conflicts with law or this Indenture, is unduly prejudicial to the rights of other Owners, or would subject the Trustee to personal liability. Section 7.08. Limitation on Suits by Owners. No Owner of any Bond shall have any right to institute any suit, action or proceeding at law or in equity for the enforcement of this Indenture, or for the execution of any trust hereof or for any other remedy hereunder, unless a Default has occurred of which the Trustee has been notified or of which it is deemed to have notice; nor unless also such Default shall have become an Event of Default and the Owners of a majority in aggregate principal amount of Bonds Outstanding hereunder shall have made written request to the Trustee and shall have offered it reasonable opportunity either to proceed to exercise the powers granted herein or to institute such action, suit or proceeding in its own name; nor unless also they shall have offered to the Trustee indemnity as provided in Section 8.06; and such notification, request and offer of indemnity are hereby declared in every such case at the option of the Trustee to be conditions precedent to the execution of the powers and trusts of this Indenture, and to any action or cause of action for enforcement or for any other remedy hereunder; it being understood and intended that no one or more Owners of the Bonds shall have any right in any manner whatsoever to affect, disturb, or prejudice the lien of this Indenture by their action or to enforce any right hereunder except in the manner herein provided or to prejudice the rights of another Owner or obtain a preference or priority over another Owner, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of the Owners of all Bonds Outstanding hereunder. Nothing in this Indenture shall, however, affect or impair the right of any Owner, which is absolute and unconditional, to enforce and bring suit for the payment of the principal of and interest on any Bond at and after the maturity thereof or the obligations of the EDA to pay from the sources provided herein the principal of and interest on each of the Bonds issued hereunder to the respective Owners thereof at the time and place in said Bonds expressed, in accordance with the terms of the Bonds. Section 7.09. Waiver by Owners. The Trustee, upon the written request of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding hereunder, shall waive any Event of Default hereunder and its consequences, except an Event of Default in the payment of the principal of the Bonds at the date of maturity specified therein; provided, however, that an Event of Default in the payment of interest on the Bonds shall not be waived unless, prior to such waiver, all arrears of interest, and all expenses of the Trustee shall have been paid or shall have been provided for by deposit with the Trustee of a sum sufficient to pay the same. In case of any such waiver, the EDA, the Trustee and the Owners of the Bonds shall be restored to their former positions and rights hereunder respectively. No such waiver shall extend to any subsequent or other Default or any Event of Default or impair any right consequent thereon. Section 7.10. Remedies Cumulative, Delay Not To Constitute Waiver. No remedy by the terms of this Indenture, the Lease, the Ground Lease or the Bond Resolution conferred upon or reserved to the Trustee (or to the Owners) is intended to be exclusive of any other remedy, but 588140v1BR291-398 32 each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any Default or Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Default or Event of Default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. No waiver of any Default or Event of Default hereunder, whether by the Trustee or by the Owners, shall extend to or shall affect any subsequent Default or Event of Default or shall impair any rights or remedies consequent thereon. Section 7.11. Restoration of Rights Upon Discontinuance of Proceedings. In case the Trustee or Owners shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee or Owners, then and in every such case the EDA, the City, the Trustee and the Owners shall be restored to their former positions and rights hereunder with respect to the Trust Estate, and all rights, remedies and powers of the Trustee or Owners shall continue as if no such proceedings had been taken. 588140v1BR291-398 33 ARTICLE VIII Concerning the Trustee Section 8.01. Acceptance of Trust and Prudent Performance Thereof. The Trustee, prior to the occurrence of an Event of Default and after the curing of all such Events of Default as may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. During the existence of any Event of Default which has not been cured, the Trustee shall exercise such rights and powers, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. The Trustee shall not be required to take notice or be deemed to have notice of any Default or Event of Default hereunder except Default in the deposits or payments specified, or failure by the EDA or the City to file with it any of the documents required or to deposit with it evidence of the insurance policies required hereunder or under the Lease, unless the Trustee shall be specifically notified in writing of such Default or Event of Default by the City, by the EDA or by the Owners of at least 25% in aggregate principal amount of Bonds Outstanding hereunder, and in order to be effective, all notices or other instruments required by this Indenture to be delivered to the Trustee must be delivered at the office of the Trustee, and in the absence of such notice so delivered, the Trustee may conclusively assume that there is no Default or Event of Default except as aforesaid. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (a) prior to an Event of Default hereunder, and after the curing of all such Events of Default which may have occurred: (1) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and to the correctness of the opinions expressed therein, upon any certificate or opinion furnished to the Trustee conforming to the requirements of this Indenture; and (b) at all times, regardless of whether or not any Event of Default shall exist: 588140v1BR291-398 34 (1) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts, (2) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than a majority in aggregate principal amount of all the Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture; (3) the Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees, and shall not be answerable for the conduct of the same appointed by the Trustee in the exercise of due care, and shall be entitled to advice of counsel concerning its duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with trusts hereof, and (4) any action taken, or omitted to be taken, by the Trustee in good faith pursuant to this Indenture upon the request or authority or consent of any person who, at the time of making such request or giving such authority or consent, is the Owner of any Bond shall be conclusive and binding upon all future Owners of Bonds and upon Bonds executed and delivered in exchange therefor or in place thereof. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur individual financial liability in the performance of any of its duties or in the exercise of any of its rights or powers. Section 8.02. Trustee May Rely Upon Certain Documents and Opinions. Except as otherwise provided in Section 8.01, (a) the Trustee may rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties or to have been prepared and furnished pursuant to any of the provisions of this Indenture; and the Trustee shall be under no duty to make any investigation as to any statement or opinion contained in any such instance, but may accept the same as conclusive evidence of the trust and accuracy of such statement or the correctness of such opinions; (b) any request, direction, election, order, certification or demand of either of the EDA or the City shall be sufficiently evidenced by an instrument signed by an Authorized Officer of the EDA or the City, as the case may be (unless otherwise in this 588140v1BR291-398 35 Indenture specifically prescribed), and any resolution of the EDA or the City may be evidenced to the Trustee by a Certified Resolution; (c) the Trustee may consult with counsel (who may be counsel for the EDA or the City) and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel; and (d) whenever, in the administration of the trusts of this Indenture, the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by a Certificate of the EDA or the City, and such Certificate shall, in the absence of negligence or bad faith on the part of the Trustee, be full warrant to the Trustee for any action taken or suffered by it under the provisions of this Indenture upon the faith thereof. Section 8.03. Trustee Not Responsible for Indenture Statements, Validity. The Trustee shall not be responsible for any recital or statement herein, or in the Bonds (except in respect of the Certificate of the Trustee endorsed on the Bonds), or for the validity of the execution by the EDA of this Indenture or the validity or execution of the Ground Lease, the Lease or the Bond Resolution or of any supplemental instrument, or for the sufficiency of the security of the Bonds issued hereunder or intended to be secured hereby, or for the value or title of any of the Trust Estate, or otherwise as to the maintenance of the security hereof, or for the application of the Bond proceeds, for the use or application of any property or moneys released or paid out in accordance with the provisions of this Indenture, the Ground Lease or the Lease; and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenant, condition or agreement on the part of the EDA or the City except as herein set forth, but the Trustee may require of the EDA and the City full information and advice as to the performance of the covenants, conditions and agreements aforesaid and of the condition of the physical property included in the Trust Estate. The Trustee shall not be accountable for the use of any Bonds authenticated or delivered hereunder. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Bonds. Section 8.04. Limits on Duties and Liabilities of Trustee. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee and the Trustee shall be answerable only for its own negligence or willful misconduct. The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. Section 8.05. Money Held in Trust. Money held by the Trustee hereunder is held in trust but need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the EDA or the City. 588140v1BR291-398 36 Section 8.06. Obligation of Trustee. The Trustee shall be under no obligation to institute any suit, or to take any proceeding under this Indenture, or to enter any appearance or in any way defend in any suit in which it may be defendant, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder, until it shall have received indemnity satisfactory to the Trustee for repayment of all costs and expenses, outlays and counsel fees and other reasonable disbursements in connection therewith and against all risk and liability; the Trustee may, nevertheless, begin suit, or appear in and defend suit, or do anything else in its judgment proper to be done by it, without assurance of reimbursement or indemnity, and in such case the Trustee shall be reimbursed for all costs and expenses, outlays and counsel fees and other reasonable disbursements properly incurred in connection therewith. If the City shall fail to make such reimbursement, the Trustee may reimburse itself from any moneys in its possession under the provisions of this Indenture and shall be entitled to a preference therefor over any of the Bonds Outstanding hereunder. Section 8.07. Notice to Owners, Etc. The Trustee shall give to the Owners of the Bonds whose names and addresses are known to it written notice of all Events of Default known to the Trustee by virtue of actual knowledge of a Responsible Officer, within 60 days after the occurrence of the Event of Default, unless the Event of Default has been cured before the giving of such notice; provided that, except in the case of Events of Default in the payment of principal of or interest on any of the Bonds, the Trustee shall be protected in withholding such notice if and so long as its board of directors, an executive committee or trust committee of directors or chief executive officer of the Trustee in good faith determines that the withholding of such notice is in the interest of the Owners; and further provided that no such notice shall be given unless and until any Default becomes an Event of Default. The Trustee shall notify any rating agency then maintaining a rating on the Outstanding Bonds (i) not less than 10 Business Days in advance of the execution of any supplement, amendment or change to any financing documents; (ii) upon any deficiency in any fund or account held by the Trustee; (iii) upon a direction from the City to purchase or redeem all or any portion of the Bonds; (iv) upon the resignation or petition for removal of the Trustee or the appointment of a successor Trustee; and (v) upon any Event of Default or upon any event, that with notice and/or with the lapse of time, could become an Event of Default under this Indenture or any other transaction document. Section 8.08. Intervention in Judicial Proceedings. In any judicial proceeding to which the EDA or the City is a party and which, in the opinion of the Trustee, based upon an Opinion of Counsel which shall be reasonably satisfactory to the City, has a substantial bearing on the interests of the Owners of Bonds issued hereunder, the Trustee may intervene on behalf of Owners and shall, subject to Section 8.06 hereof, do so if requested in writing by the Owners of at least 25% in aggregate principal amount of Bonds Outstanding hereunder. The rights and obligations of the Trustee under this Section are subject to the approval of the court having jurisdiction in the premises. Section 8.09. Further Investigation by Trustee. The resolutions, opinions, Certificates and other instruments provided for in this Indenture may be accepted by the Trustee as conclusive evidence of the facts and conclusions stated therein and shall be in full warrant, 588140v1BR291-398 37 protection and authority to the Trustee for its actions hereunder; but the Trustee may, in its unrestricted discretion, and shall, if requested in writing so to do by the Owners of not less than 25% in aggregate principal amount of Bonds Outstanding hereunder, cause to be made such independent investigation as it may see fit, and in that event may decline to release any property, or pay over cash, or take other action unless satisfied by such investigation of the truth and accuracy of the matters so investigated. The expense of such investigation shall be paid by the City. Section 8.10. Trustee to Retain Records. The Trustee shall retain all financial statements furnished by the City in accordance with this Indenture or the Lease so long as any of the Bonds shall be Outstanding. Section 8.11. Compensation and Indemnification of Trustee. All advances, counsel fees and other expenses reasonably made or incurred by the Trustee in and about the execution of the trust hereby created and reasonable compensation to the Trustee for its services in the premises shall be paid by the City. The compensation of the Trustee shall not be limited to or by any provision of law in regard to the compensation of trustees of an express trust. If not paid by the City, the Trustee shall have a first lien, with right of payment prior to payment on account of interest on or principal of any Bond issued hereunder, for reasonable compensation, expenses, advances and counsel fees incurred in and about the execution of the trusts hereby created and the exercise and performance of the powers and duties of the Trustee hereunder and for the cost and expense incurred in defending against any liability in the premises of any character whatsoever (unless such liability is adjudicated to have resulted from the negligence or willful misconduct of the Trustee). To the extent permitted by law, the City shall indemnify, defend, protect and hold the Trustee harmless from and against any and all losses, liability, damages, costs or expenses that the Trustee may suffer or incur arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder or the performance of its duties hereunder or under the Lease or the Ground Lease (unless such liability is adjudicated to have resulted from the negligence or willful misconduct of the Trustee). Nothing in this section will be construed to limit or affect any limitations on liability of the City or EDA under State or federal law, including without limitation Minnesota Statutes, Sections 466.04 and 604.02. The payment and indemnification obligations of the City hereunder shall survive the termination of this Indenture, the Lease and the Ground Lease, the payment in full of the Bonds, and the resignation or removal of the Trustee. Section 8.12. Trustee May Hold Bonds. The Trustee and its officers and directors may acquire and own, or become the pledgee of, Bonds and otherwise deal with the EDA or the City in the same manner and to the same extent and with like effect as though it were not Trustee hereunder. Section 8.13. Appointment of Trustee. There shall at all times be a trustee hereunder which shall be an association or a corporation organized and doing business under the laws of the United States or any State thereof, authorized under such laws to exercise corporate trust powers, having a combined capital, surplus and undivided profits of at least Ten Million Dollars ($10,000,000), and subject to supervision or examination by Federal or State authority. If such association or corporation publishes reports of condition at least annually, pursuant to law or to 588140v1BR291-398 38 the requirements of any supervising or examining authority above referred to, then for the purposes of this Section the combined capital, surplus and undivided profits of such corporation shall be deemed to be its combined capital as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, and another association or corporation is eligible, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.16 hereof. Section 8.14. Merger of Trustee. Any corporation or national banking association into which the Trustee or substantially all of its corporate trust business may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its trust business and assets as a whole or substantially as a whole, or any corporation or national banking association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, ipso facto, shall be and become successor trustee hereunder and vested with all of the title to the Trust Estate and all the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 8.15. Resignation or Removal of Trustee. The Trustee may resign and be discharged from the trusts created by this Indenture by giving to the City 30 days’ notice in writing, and to the Owners notice by first class mail at their addresses as set forth on the registration books, of such resignation, specifying a date when such resignation shall take effect. Such resignation shall take effect no earlier than the date on which a successor trustee shall have been appointed as hereinafter provided. Any Trustee hereunder may be removed at any time by an instrument or instruments in writing, appointing a successor to the Trustee so removed, filed with the Trustee and executed by either (i) the EDA and the City, or (ii) the Owners of a majority in principal amount of the Bonds hereby secured and then Outstanding. No resignation or removal of the Trustee or any successor shall be effective until a successor Trustee shall have been appointed and such party shall have accepted the duties of Trustee hereunder. Section 8.16. Appointment of Successor Trustee. In case at any time the Trustee shall resign or shall be removed or otherwise shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or if a public supervisory office shall take charge or control of the Trustee or of its property or affairs, a vacancy shall forthwith and ipso facto be created in the office of such Trustee hereunder, and a successor may be appointed by either (i) the EDA and the City or (ii) the Owners of a majority in principal amount of the Bonds hereby secured and then Outstanding, by an instrument or instruments in writing filed with the Trustee and executed by the EDA and the City or by such Owners, as applicable, notification thereof being given to the City, but in the event the Trustee has been removed by action of the Owners, until a new Trustee shall be appointed by the Owners as herein authorized, the EDA may, subject to the provisions hereof, appoint a Trustee to fill such vacancy. After any appointment by the EDA, the Trustee so appointed shall cause notice of 588140v1BR291-398 39 its appointment to be mailed within 30 days after such appointment to the registered Owners of the Bonds, but any new Trustee appointed by the EDA shall immediately and without further act be superseded by a Trustee appointed in the manner above provided by the Owners of a majority in principal amount of the Bonds whenever such appointment by the Owners shall be made. If, in a proper case, no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Section within 30 days after a vacancy shall have occurred in the office of Trustee, the Owner of any Bond hereby secured or any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Said court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. Section 8.17. Transfer of Rights and Property to Successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the EDA and the City an instrument in writing accepting such appointment hereunder, and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor; but such predecessor shall, nevertheless, on the written request of the EDA or of its successor Trustee execute and deliver an instrument transferring to such successor all the estate, properties, rights, powers and trusts of such predecessor hereunder, and every predecessor Trustee shall deliver all securities and moneys held by it as Trustee hereunder to its successor. Should any assignment, conveyance or instrument in writing from the EDA be required by any successor Trustee for more fully and certainly vesting in such successor Trustee the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor Trustee, any and all such assignments, conveyances and instruments in writing shall, on request, be executed, acknowledged and delivered by the EDA. The resignation of any Trustee and the instrument or instruments removing any Trustee and appointing a successor hereunder, together with all assignments, conveyances and other instruments provided for in this Article shall, at the expense of the City, be forthwith filed and/or recorded by the successor Trustee in each recording office where this Indenture shall have been filed and/or recorded. Section 8.18. Appointment of Successor or Alternate Paying Agents. In the event the initial Trustee shall also have been appointed paying agent for any Bonds, a successor Trustee shall become successor paying agent with respect to such Bonds unless otherwise provided in the instrument appointing such successor Trustee. If any paying agent other than the initial Trustee shall resign or become incapable of acting, or shall be removed under a supplemental indenture entered into pursuant to the terms hereof, the Trustee may appoint a successor paying agent which is a bank or trust company qualified to act as paying agent under the Act and which is willing to accept the office on reasonable and customary terms approved by an Authorized Officer of the City. The Trustee may appoint successor paying agents. “Paying agent” as used in this Section refers to the bank or trust company named in the form of Bond provided for the Bonds in the recitals hereof, where principal of and interest on Bonds may be paid. 588140v1BR291-398 40 ARTICLE IX Concerning the Owners Section 9.01. Execution of Instruments by Owners. Any request, direction, consent or other instrument in writing required by this Indenture to be signed or executed by Owners may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Owners in person or by agent duly appointed by an instrument in writing. Proof of the execution of any such instrument and of the Ownership of Bonds shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee with regard to any action taken by it under such instrument if made in the following manner: (a) The fact and date of the execution by any person of any such instrument may be proved by the certificate of any officer in any jurisdiction who, by the laws thereof, has power to take acknowledgments of deeds to be recorded within such jurisdiction, to the effect that the person signing such instrument acknowledged the execution thereof, or by an affidavit of a witness to such execution. (b) The Ownership of Bonds shall be proved by the registration records kept under the provisions of this Indenture. Nothing contained in this Article shall be construed as limiting the Trustee to the proof above specified, it being intended that the Trustee may accept any other evidence of the matters herein stated which to it may seem sufficient. Section 9.02. Waiver of Notice. Any notice or other communication required by this Indenture to be given by delivery, publication or otherwise to the Owners or any one or more thereof may be waived, at any time before such notice or communication is so required to be given, by a writing mailed or delivered to the Trustee by the Owner or Owners of all of the Bonds entitled to such notice or communication. Section 9.03. Determination of Owner Concurrence. In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are owned by the EDA or the City shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, provided that for the purpose of determining whether the Trustee shall be protected in relying on any such demand, request, direction, consent or waiver only Bonds which the Trustee knows to be so owned shall be disregarded. Bonds so owned which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section if the pledgee certifies to the Trustee the pledgee’s right to vote such Bonds and that the pledgee is not a person directly or indirectly controlling or controlled by or under common control with the EDA or the City. The Trustee may conclusively rely and be protected in relying upon the certifications provided by such pledgee. 588140v1BR291-398 41 Section 9.04. Owners’ Meeting. A meeting of the Owners may be called at any time and from time to time for any of the following purposes: (1) to give any notice to the EDA or to the Trustee, or to give any direction to the Trustee, or to make any request of the Trustee, or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Owners pursuant to any of the provisions of Article VII hereof; (2) to remove the Trustee or appoint a successor Trustee pursuant to the provisions of Article VIII hereof; (3) subject to Article XI hereof, to consent to the execution of an indenture or indentures supplemental hereto; (4) subject to Article XII hereof, to consent to any amendment of the Lease or the Ground Lease or to any instrument supplemental thereto; or (5) to take any other action authorized to be taken by or on behalf of the Owners of any percentage of the Outstanding Bonds under any other provisions of this Indenture or under applicable law. Any Owners’ meeting may be called and held as follows: (a) A meeting of Owners may be held at such place within the City of Brooklyn Center, Minnesota or in the city where the Trustee has its designated office as the Trustee or, in case of its failure to act, the EDA or Owners calling the meeting shall prescribe. (b) Notice of every meeting of Owners, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed, postage prepaid, to each Owner of Bonds and to the City. Any failure of the Trustee to mail such notice, or any defect therein shall not, however, in any way impair or affect the validity of any such meeting. (c) In case at any time the EDA or the City, pursuant to a Certified Resolution, or the Owners of at least 10% in aggregate principal amount of the Bonds then Outstanding, shall have requested the Trustee to call a meeting of the Owners, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have given notice of such meeting within 20 days after receipt of such request, then the EDA or the Owners of Bonds in the amount above specified may call such meeting to take any action authorized in this Section by giving notice thereof as provided in paragraph (b) of this Section. (d) Only an Owner of one or more Bonds or a person appointed as proxy by an instrument in writing of such Owner shall be entitled to vote at or to participate with 588140v1BR291-398 42 their counsel and the representatives of the Trustee, the City or the EDA in such meeting. Each Owner shall be entitled to one vote for each $5,000 in principal amount of Outstanding Bonds held. (e) The Trustee or, in case of its failure to act, the EDA, the City or Owners calling or requesting the meeting, may make such reasonable regulations as it may deem advisable for any meeting of Owners in regard to proof of the holding of Bonds and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. (f) At any meeting of Owners, the presence of persons holding or representing Bonds in an aggregate principal amount sufficient under the appropriate provision of this Indenture to take action upon the business for the transaction of which such meeting was called shall constitute a quorum. Any meeting of Owners duly called pursuant to this Section may be adjourned from time to time by vote of the Owners (or proxies for the Owners) of a majority of the Bonds represented at the meeting and entitled to vote, whether or not a quorum shall be present; and the meeting may be held as so adjourned without further notice. (g) The vote upon any resolution submitted to any meeting of Owners shall be by written ballots on which shall be subscribed the signatures of the Owners of Bonds or of their representatives by proxy and the serial number or numbers of the Bonds held or represented by them. The chair of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Owners shall be prepared by the secretary of the meeting, and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided in paragraph (b) hereof. Each copy shall be signed and verified by the affidavits of the chair and secretary of the meeting and one such copy shall be delivered to the City and the EDA and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. Section 9.05. Revocation by Owners. At any time prior to (but not after) the evidencing to the Trustee of the taking of any action by the Owners of the percentage in aggregate principal amount of the Bonds specified in this Indenture in connection with such action, any Owner of any such Bond may, by filing written notice with the Trustee at its designated office revoke any consent given by such Owner or the predecessor Owner of such Bond. Except as aforesaid, any such consent given by the Owner of any Bond shall be conclusive and binding upon such Owner and upon all future Owners of such Bond and of any Bond issued in exchange therefor or in lieu thereof, irrespective of whether any notation in regard thereto is made upon such Bond. Any 588140v1BR291-398 43 action taken by the Owners of the percentage in aggregate principal amount of the specified in this Indenture in connection with such action shall be conclusively binding upon the EDA, the City, the Trustee and the Owners of all the Bonds. 588140v1BR291-398 44 ARTICLE X Payment, Defeasance and Release Section 10.01. Payment and Discharge of Indenture. If the City or the EDA, their successors or assigns, shall: (a) pay or cause to be paid the principal of and premium, if any, and interest on the Bonds at the time and in the manner stipulated therein and herein, or (b) provide for the payment of principal and premium, if any, of the Bonds and interest thereon by depositing with the Trustee at or at any time before maturity amounts sufficient either in cash or in direct obligations of or obligations fully guaranteed as to principal and interest by the United States of America, the principal and interest on which when due and payable (or redeemable at the option of the holder thereof but not at the option of the issuer thereof) and without consideration of any reinvestment thereof shall be sufficient, to pay the entire amount due or to become due thereon for principal and premium, if any, and interest to maturity of all said Bonds Outstanding, or (c) deliver to the Trustee (1) proof satisfactory to the Trustee that notice of redemption of all of the Outstanding callable Bonds not surrendered or to be surrendered to it for cancellation has been given or waived as provided in Article III hereof, or that arrangements satisfactory to the Trustee have been made insuring that such notice will be given or waived, or (2) a written instrument executed by the EDA and expressed to be irrevocable, authorizing the Trustee to give such notice for and on behalf of the EDA, or (3) file with the Trustee a waiver of such notice of redemption signed by the Owners of all Outstanding callable Bonds, and in any such case, deposit with the Trustee before the date on which such Bonds are to be redeemed, as provided in said Article III, the entire amount of the redemption price, including accrued interest and premium, if any, either in cash or direct obligations of or obligations fully guaranteed as to principal and interest by the United States of America and described below (which do not permit the prior redemption thereof at the option of the issuer) in such aggregate face amount, bearing interest at such rates and maturing at such dates as shall be sufficient to provide for the payment of such redemption price on the date such Bonds are to be redeemed and on such prior dates when principal of and interest on the Outstanding Bonds is due and payable, and surrender to the Trustee for cancellation all Bonds for which payment is not so provided, and shall also pay all other sums due and payable hereunder by the EDA or the City, provided that if Bonds are to be defeased under either paragraph (b) or (c) above, (i) a report by an independent certified public accountant is provided to the Trustee that the money and securities held, together with investment earnings (but without considering any reinvestment of such earnings), will be sufficient to pay, as the same become due upon maturity or earlier redemption, all principal of, premium, if any, and interest on the Bonds which have not then previously been paid, and (ii) an Opinion of Counsel by nationally recognized bond counsel shall be rendered to the Trustee to the effect that the tax-exempt status of interest on the Bonds shall not be impaired thereby 588140v1BR291-398 45 and that the Bonds have been defeased in accordance with this Indenture, then and in that case, all the Trust Estate shall revert to the EDA and the City as their interests may appear, and the entire estate, right, title and interest of the Trustee and of the registered Owners of the Bonds in respect thereof shall thereupon cease, determine and become void; and the Trustee in such case, upon the cancellation of all Bonds for the payment of which cash or securities shall not have been deposited in accordance with the provisions of this Indenture, shall, upon receipt of a written request of the EDA and of a Certificate of the EDA and an Opinion of Counsel as to compliance with conditions precedent, and at the City’s cost and expense, execute to the EDA, or its order, proper instruments acknowledging satisfaction of this Indenture and surrender to the EDA and the City, as their interests appear, all cash and deposited securities, if any (other than cash or securities for the payment of the Bonds and interest thereon), which shall then be held hereunder as a part of the Trust Estate. The investments for a defeasance must consist solely of one or more of the following: (i) cash; (ii) State and Local Government Series issued by the United States Treasury (“SLGs”); (iii) United States Treasury bills, notes and bonds, as traded on the open market; (iv) Zero Coupon United States Treasury Bonds; and (v) Refcorp Interest Strips (stripped by the Federal Reserve Bank of New York). Nothing contained in this Section 10.01 shall be construed to prohibit the defeasance of one or more, but not all, series of Bonds by any of the methods set forth in clause (a), (b) or (c) above, as the same would apply to the particular series of Bonds being discharged. Section 10.02. Bonds Deemed Not Outstanding After Deposits. When there shall have been deposited at any time with the Trustee in trust for the purpose, cash or direct obligations of or obligations fully guaranteed by the United States of America the principal and interest on which shall be sufficient to pay the principal of any Bonds (and premium, if any) when the same become due, either at maturity or otherwise, or at the date fixed for the redemption thereof, and to pay all interest with respect thereto at the due dates for such interest to maturity or to the date fixed for redemption, for the use and benefit of the Owners thereof, then upon such deposit all such Bonds shall cease to be entitled to any lien, benefit or security of this Indenture except the right to receive the funds so deposited, and such Bonds shall be deemed not to be Outstanding hereunder; and it shall be the duty of the Trustee to hold the cash and securities so deposited for the benefit of the Owners of such Bonds, and from and after such date, redemption date or maturity, interest on such Bonds called for redemption shall cease to accrue. Section 10.03. Unclaimed Money To Be Returned. Any moneys deposited with the Trustee pursuant to the terms of this Indenture, for the payment or redemption of Bonds and remaining unclaimed by the Owners of such Bonds on the date fixed for redemption of the same, as the case may be, for a period of 3 years after the due date, shall, upon the written request of the City, and if the EDA or any successor to the obligations of the EDA under this Indenture and the Bonds shall not at the time, to the knowledge of the Trustee, be in default with respect to any of the terms and conditions contained in this Indenture or in such Bonds, be paid to the City, and such Owners of the Bonds shall thereafter look only to the City for payment and then only to the extent of the amounts so received without interest thereon. If the City does not request that the 588140v1BR291-398 46 money be returned to the City, the Trustee shall pay the money over to the State of Minnesota in accordance with applicable law. 588140v1BR291-398 47 ARTICLE XI Supplemental Indentures Section 11.01. Purposes for Which Supplemental Indentures May Be Executed. The EDA, upon resolution, and the Trustee from time to time and at any time, subject to the conditions and restrictions contained in this Indenture, may enter into such indentures supplemental hereto as may or shall by them be deemed necessary or desirable, without the consent of any Owner, for any one or more of the following purposes: (a) To correct the description of any property hereby pledged or intended so to be, or to assign, convey, pledge or transfer and set over to the Trustee, subject to such liens or other encumbrances as shall be therein specifically described, additional property or properties of the EDA or the City for the equal and proportional benefit and security of the Owners of all Bonds at any time issued and Outstanding under this Indenture, subject, however, to the provisions hereinabove set forth with respect to extended Bonds; (b) To add to the covenants and agreements of the EDA in this Indenture other covenants and agreements thereafter to be observed, or to surrender any right or power reserved to or conferred upon the EDA or to or upon any successor; (c) To evidence the succession or successive successions of any other department, agency, body or corporation to the EDA and the assumption by such successor of the covenants, agreements and obligations of the predecessor EDA in the Bonds hereby secured and in this Indenture and in any and every supplemental indenture contained or the succession, removal or appointment of any trustee or paying agent hereunder; (d) To cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indentures which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture or any supplemental indenture as the EDA may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture or any supplemental indenture and which shall not impair the security of the same; and (e) To modify, eliminate and/or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act of 1939, as then amended, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act of 1939, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act of 1939. (f) To provide for the creation of any series of Additional Bonds, as provided in, and subject to the conditions and requirements of, Sections 2.09 through 2.12 hereof. 588140v1BR291-398 48 (g) To amend or modify any provision of this Indenture so long as such amendment or modification does not materially adversely affect the interests of the Owners of the Bonds. Section 11.02. Execution of Supplemental Indenture. The Trustee is authorized to join with the EDA in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained, and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects its rights, duties or immunities under this Indenture. Section 11.03. Modification of Indenture with Consent of Owners. Subject to the terms and provisions contained in this Section, the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, to consent to and approve the execution by the EDA and the Trustee of such indenture or indentures supplemental hereto as shall be deemed necessary or desirable by the EDA for the purpose of modifying, altering, amending, adding to or rescinding in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indenture; PROVIDED, HOWEVER, that nothing herein contained shall permit or be construed as permitting, without the consent of the Owners of all Outstanding Bonds, (a) an extension of the maturity of any Bond issued hereunder, or (b) a reduction in the principal amount of any Bond or the redemption premium or the rate of interest thereon, or (c) the creation of a lien upon or a pledge of revenues ranking prior to or on a parity with the lien or pledge created by this Indenture, or (d) a preference or priority of any Bond or Bonds over any others, or (e) a reduction in the aggregate principal amount of the Bonds required to consent to supplemental indentures or amendments to the Lease or the Ground Lease, to the extent required herein, or (f) a reduction in the aggregate principal amount of the Bonds required to waive an Event of Default. Whenever the EDA shall deliver to the Trustee a resolution of Owners adopted at an Owners’ meeting approved by, or an instrument or instruments purporting to be executed by, the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding, which resolution or instrument or instruments shall refer to the proposed supplemental indenture and shall specifically consent to and approve the execution thereof, the EDA and the Trustee may execute such supplemental indenture without liability or responsibility to any Owner of any Bond, whether or not such Owner shall have consented thereto. If the Owners of not less than a majority in aggregate principal amount of the Bonds Outstanding at the time of the execution of such supplemental indenture shall have consented to and approved the execution thereof as herein provided, no Owner of any Bond shall have any right to object to the execution of such supplemental indenture, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the EDA from executing the same or from taking any action pursuant to the provisions thereof. 588140v1BR291-398 49 Section 11.04. Supplemental Indentures to be Part of Indenture. Any supplemental indenture executed in accordance with any of the provisions of this Article shall thereafter form a part of this Indenture; and all the terms and conditions contained in any such supplemental indenture as to any provisions authorized to be contained therein shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes, and the respective rights, duties and obligations under this Indenture of the EDA, the Trustee and all Owners of Bonds then Outstanding shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such modifications and amendments. Reference to any such supplemental indenture or any of such terms or conditions thereof may be set forth in reasonable and customary manner in the text of the Bonds or in a legend stamped on the Bonds. Section 11.05. Rights of City Unaffected. Anything herein to the contrary notwithstanding, a supplemental indenture under this Article XI which adversely affects the rights of the City under the Lease, the Ground Lease or this Indenture, so long as the Lease, the Ground Lease and this Indenture are in effect, shall not become effective unless and until the City shall have consented to the execution and delivery of such supplemental indenture. The Trustee shall cause notice of the proposed execution and delivery of any such supplemental indenture (to the execution and delivery of which the City has not already consented), 30 days prior to the proposed date of execution and delivery of any such supplemental indenture. Section 11.06. Opinion of Counsel Required. Anything herein to the contrary notwithstanding, no supplemental Indenture may be entered into unless the EDA and the Trustee have received an Opinion of Counsel to the effect that such supplemental Indenture is authorized and permitted by this Indenture, is enforceable against the EDA and the City, and does not adversely affect the tax-exempt status of the interest on the Bonds. 588140v1BR291-398 50 ARTICLE XII Amendments to the Lease and the Ground Lease Section 12.01. Amendments to the Lease and the Ground Lease Not Requiring Consent of Owners. The EDA, the City and the Trustee shall, without the consent of or notice to the Owners, consent to any amendment, change or modification of the Lease or the Ground as may be required (i) by the provisions of the Lease or the Ground Lease or this Indenture, (ii) for the purpose of curing any ambiguity or formal defect or omission, (iii) in connection with the issuance of Additional Bonds as provided herein, or (iv) in connection with any other change in the Lease or the Ground Lease which, in the Opinion of Counsel, does not materially adversely affect the interests of the Trustee or the Owners of the Bonds. Additionally, the City shall have the right to amend Exhibits A and B to the Ground Lease and Exhibits A and D to the Lease to clarify the legal description of the Site and the Excluded Property, as built, or to reflect the legal description of the Site and the Excluded Property plus common elements and limited common elements upon filing of common interest community plat prepared in accordance with Minnesota Statutes, Section 515B.2-1101 upon substantial completion of the structural components and common mechanical systems of the building constituting the Facilities or to reflect a registered land survey of the Site and the Excluded Property and the Trustee is authorized to execute, without the consent of the Holders, or the Issuer, any amendment to the Ground Lease and/or the Lease and any necessary easements, including without limitation easements described in Section 6.5(a)(2) of the Lease, quitclaim deeds or partial releases of the Ground Lease and/or the Lease, and any required consent, approval or other similar document necessary in connection therewith, upon receipt of a certification from the City that such amendments or other documents are not detrimental to the proper conduct of the operations of the City on or in the Site or the Facilities. Section 12.02. Amendments to the Lease and the Ground Lease Requiring Consent of Owners. Except for amendments, changes or modifications as provided in Section 12.01 hereof, neither the EDA, nor the City nor the Trustee shall consent to any other amendment, change or modification of the Lease or the Ground Lease without the written approval or consent of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding given and procured as in this Section provided; provided, however, that no such amendment, change or modification shall ever affect the obligation of the City to make Lease Payments as they become due and payable. If the Owners of not less than a majority in aggregate principal amount of the Bonds Outstanding hereunder at the time of the execution of any such amendment, change or modification shall have consented to and approved the execution thereof as herein provided, no Owner of any Bond shall have any right to object to any of the terms and provisions contained therein, or in the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee, the EDA or the City from executing the same or from taking any action pursuant to the provisions thereof. 588140v1BR291-398 51 Section 12.03. Opinion of Counsel Required. Notwithstanding anything in this Article XII to the contrary, the Lease and the Ground Lease may not be amended unless the EDA and the Trustee have first received an Opinion of Counsel to the effect that the proposed amendment is authorized and permitted by this Indenture, is enforceable against the EDA and the City, and does not adversely affect the tax-exempt status of the interest on the Bonds. 588140v1BR291-398 52 ARTICLE XIII Miscellaneous Section 13.01. Covenants of EDA Bind Successors and Assigns. All the covenants, stipulations, promises and agreements in this Indenture contained, by or in behalf of the EDA, shall bind and inure to the benefit of its successors and assigns, whether so expressed or not. Section 13.02. Immunity of Officers. No recourse for the payment of any part of the principal of or interest on any Bond or for the satisfaction of any liability arising from, founded upon or existing by reason of the issue, purchase or Ownership of the Bonds shall be had against any officer, member or agent of the EDA or the State of Minnesota, as such, all such liability being hereby expressly released and waived as a condition of and as a part of the consideration for the execution of this Indenture and the issuance of the Bonds. Section 13.03. No Benefits to Outside Parties. Nothing in this Indenture, express or implied, is intended or shall be construed to confer upon or to give to any person or corporation, other than the City, the parties hereto and the Owners of the Bonds issued hereunder, any right, remedy or claim under or by reason of this Indenture or any covenant, condition or stipulation thereof; and the covenants, stipulations and agreements in this Indenture are and shall be for sole and exclusive benefit of the City, the parties hereto, their successors and assigns, and the Owners of the Bonds. Section 13.04. Separability of Indenture Provisions. In case any one or more of the provisions contained in this Indenture or in the Bonds shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Indenture, but this Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Section 13.05. Execution of Indenture in Counterparts. This Indenture may be simultaneously executed in several counterparts, each of which, when so executed, shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument. Section 13.06. Headings Not Controlling. The headings of the several Articles and Sections hereof are inserted for the convenience of reference only and shall not control or affect the meaning or construction of any of the provisions hereof. Section 13.07. Notices, etc., to Trustee, EDA, City and Original Purchaser. Any request, demand, authorization, direction, notice, consent of Owners or other document provided or permitted by this Indenture shall be sufficient for any purpose under this Indenture, the Lease or the Ground Lease, when hand delivered or mailed by first class mail, postage prepaid (except as otherwise provided in this Indenture) (with a copy to the other parties) at the following addresses (or such other address as may be provided by any party by notice) and shall be deemed to be effective upon receipt: 588140v1BR291-398 53 To the EDA: Economic Development Authority of Brooklyn Center, Minnesota 6301 Shingle Creek Parkway Brooklyn Center, MN 55430 Attention: Executive Director To the Trustee: Zions Bancorporation 111 W. Washington Street, Suite 1860 Chicago, IL 60602 Attention: _______________________ To the City: City of Brooklyn Center 6301 Shingle Creek Parkway Brooklyn Center, MN 55430 Attn: City Manager To the Original Purchaser: Robert W. Baird & Co., Incorporated 752 Stillwater Road, Suite 3 Mahtomedi, MN 55115 Attn: _________________ 588140v1BR291-398 S-1 IN WITNESS WHEREOF, the EDA has caused this Indenture to be signed in its name by its duly authorized officers and Zions Bancorporation, as Trustee, to evidence its acceptance of the trust hereby created, has caused this Indenture to be signed in its name by authorized officers of the Trustee, all as of the day and year first above written. ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA By Its President By Its Executive Director 588140v1BR291-398 S-2 ZIONS BANCORPORATION as Trustee By Its 0 = 1 ""445095v7 JSB VC115-148 445095v7 JSB VC115-148 588140v1BR291-398 A-1 EXHIBIT A DRAW REQUEST NO. __________ LEASE REVENUE BONDS (LIQUOR STORE PROJECT), SERIES 2019B The undersigned, a duly authorized City Representative pursuant to that certain Trust Indenture, dated as of September 1, 2019 (the “Indenture”), between the Economic Development Authority of Brooklyn Center, Minnesota and Zions Bancorporation (the “Trustee”) hereby requests and directs the Trustee to make the disbursements to the persons and in the amounts set forth below from the Project Fund pursuant to and in accordance with the provisions of Section 4.04 of the Indenture: Payee Purpose or Work Performed Amount Percentage Attributable to Project Costs The undersigned certifies to the Trustee that each obligation, item of cost or expense mentioned above has been properly incurred, is an item of Project Cost and is a proper charge against the Project Fund and has not been the basis of any previous withdrawal. The undersigned certifies to the Trustee that no obligation, item of cost or expense mentioned above has been incurred in connection with the construction of the Excluded Portion of the building constituting the Facilities. Dated: ________________ CITY OF BROOKLYN CENTER, MINNESOTA By: ________________________________ City Representative 0 = 1 ""445095v7 JSB VC115-148 445095v7 JSB VC115-148 588140v1BR291-398 B-1 EXHIBIT B FORM OF SERIES 2019B BOND UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF BROOKLYN CENTER ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN CENTER, MINNESOTA No. R______ $___________ Lease Revenue Bond (Liquor Store Project), Series 2019B Interest Rate Maturity Date of Original Issue CUSIP February 1, ______ September __ 2019 Registered Owner: CEDE & CO. Principal Amount: The ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA, a public body corporate and politic and political subdivision of the State of Minnesota (the “EDA”), for value received, hereby promises to pay, but solely from the sources hereinafter described, to the Registered Owner specified above or registered assigns, the Principal Amount set forth above on the Maturity date specified above, upon the presentation and surrender hereof, and to pay to the Registered Owner hereof interest on such Principal Amount from such sources at the Interest Rate specified above from the Date of Original Issue set forth above, or the most recent interest payment date to which interest has been paid or duly provided for as specified below, on February 1 and August 1 of each year, commencing August 1, 2020, until said principal amount is paid. Interest shall be computed on the basis of a 360 day year composed of 12 30-day months and shall be payable 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 month preceding such Interest Payment Date at such person’s address set forth on the registration books maintained by the Trustee hereinafter designated. Principal and the redemption price are payable in lawful money of the United States of America at the office of Zions Bancorporation, Chicago, Illinois, as Trustee under the Indenture hereinafter described or of its successor as Trustee. Interest shall be paid on each interest payment date by check or draft mailed to the person in whose name this Bond is registered at the close of business on the 15th day of the month immediately preceding such interest payment date (whether or not a business day) at the Owner’s address set forth on the registration records maintained by the Trustee. Any 0 = 1 ""445095v7 JSB VC115-148 445095v7 JSB VC115-148 588140v1BR291-398 B-2 such interest not punctually paid or provided for will cease to be payable on such regular record dates and such defaulted interest may be paid to the person in whose name this Bond is registered at the close of business on a special record date for the payment of such defaulted interest established by the Trustee pursuant to the Indenture. Notwithstanding any other provisions of this Bond, so long as this Bond is registered in the name of Cede & Co., as nominee of The Depository Trust Company, or in the name of any other nominee of The Depository Trust Company or other securities depository, the Trustee shall pay all principal of and interest on this Bond, and shall give all notices with respect to this Bond, only to Cede & Co. or other nominee in accordance with the operational arrangements of The Depository Trust Company or other securities depository as agreed to by the EDA. This Bond is issued pursuant to Minnesota Statutes, Section 465.71, Sections 469.001 to 469.047, Sections 469.090 to 469.1082, Chapter 471, and Chapter 475, as amended (collectively, the “Act”), and in conformity with the provisions, restrictions and limitations thereof. This Bond does not constitute or give rise to a charge against the general credit or properties or taxing powers of the EDA or the City of Brooklyn Center, Minnesota (the “City”) and does not grant to the Owner of this Bond any right to have the EDA or the City levy any taxes or appropriate any funds for the payment of the principal hereof or interest hereon, nor is this Bond a general obligation or a pecuniary liability of the EDA or the City or the individual officers or agents thereof. This Bond does not constitute an indebtedness of the EDA or the City, within the meaning of any state constitutional provision, statutory or charter limitation. This Bond and interest hereon are payable solely from Lease Payments to be paid by the City pursuant to a Lease-Purchase Agreement dated as of September 1, 2019 (the “Lease”), from the EDA to the City or other moneys held by the Trustee in a Fund or Account appropriated to the payment of the Bonds of this series under the Trust Indenture dated as of September 1, 2019 (the “Indenture”). THE OBLIGATION OF THE CITY TO MAKE LEASE PAYMENTS PURSUANT TO THE LEASE IS SUBJECT TO ANNUAL APPROPRIATION BY THE CITY COUNCIL OF THE CITY. IN THE EVENT THE CITY COUNCIL DETERMINES NOT TO APPROPRIATE MONEYS FOR THE PAYMENT OF LEASE PAYMENTS DUE IN A FISCAL YEAR, THE LEASE WILL TERMINATE AT THE END OF THE THEN-CURRENT FISCAL YEAR, AND THE CITY WILL HAVE NO FURTHER OBLIGATION TO MAKE LEASE PAYMENTS PURSUANT TO THE LEASE. This Bond is one of a duly authorized series of special, limited obligation Bonds (the “Series 2019B Bonds”) in an aggregate principal amount of $2,620,000, in denominations of $5,000 or integral multiples thereof not exceeding the principal amount maturing in any year, and numbered from R-1 upwards, and of like tenor and effect except as to serial number, denomination, interest rate, maturity and right of prior redemption, all of which have been authorized by law to be issued and have been issued or are to be issued by the EDA pursuant to a Bond Resolution adopted by the EDA on August 12, 2019 (the “Bond Resolution”), to provide financing for the acquisition and construction of the Site and Facilities described in the Lease. The Series 2019B Bonds are equally and ratably secured by the Indenture and the Lease. Pursuant to the Indenture, the EDA has assigned to the Trustee all of its right, title and interest 0 = 1 ""445095v7 JSB VC115-148 445095v7 JSB VC115-148 588140v1BR291-398 B-3 (other than certain rights to indemnity and payment of expenses) in and to the Lease and the Ground Lease dated as of September 1, 2019 (the “Ground Lease”) from the City to the EDA. Reference is hereby made to the Ground Lease, the Lease, the Indenture, the Bond Resolution, and any amendments or supplements thereto for a description and limitation of the property, revenues and funds pledged and appropriated to the payment of the Series 2019B Bonds, the nature and extent of the security thereby created, the rights of the Owners of the Series 2019B Bonds, the rights, duties and immunities of the Trustee, and the rights, immunities and obligations of the EDA and the City thereunder. Certified copies of the Bond Resolution and executed counterparts of the Indenture, the Ground Lease and the Lease are on file at the office of the Trustee. The Series 2019B Bonds are subject to extraordinary redemption on any Business Day in whole or in part in certain events of damage to or destruction or condemnation of the Site or the Facilities, or change of law as provided in the Lease, at a redemption price equal to par plus accrued interest. The Series 2019B Bonds maturing on or after February 1, 202__ are subject to optional redemption, at the election of the City, in whole or in part, and if in part in such manner as the City shall determine, on August 1, 202__ and any date thereafter, at a redemption price of par plus accrued interest. Notice of any such redemption, shall be given to the registered Owner of each such Series 2019B Bond by first class mail, addressed to the Owner’s registered address, not later than 30 days prior to the date fixed for redemption. The Trustee may provide a conditional notice of redemption upon the direction of the EDA or the City. If a conditional notice of redemption has been provided and the conditions are not satisfied, such notice of redemption shall be of no force and effect and the Bondholders shall be restored to their former positions as though no such notice of redemption had been delivered. On or prior to the date fixed for redemption, funds shall be deposited with the Trustee sufficient to pay the Series 2019B Bonds called and accrued interest thereon, plus any premium required. Upon the happening of the above conditions, Series 2019B Bonds thus called shall not bear interest on or after the call date and, except for the purpose of payment from the funds so deposited, shall no longer be protected by the Indenture. This Bond is transferable, as provided in the Indenture, only upon the registration records maintained by the Trustee by the Registered Owner hereof in person or by the Owner’s duly authorized attorney, upon surrender of this Bond for transfer at the office of the Trustee, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Registered Owner hereof or the Owner’s duly authorized attorney, and, upon payment of any tax, fee or other governmental charge required to be paid with respect to such transfer, one or more Series 2019B Bonds of the same maturity, aggregate principal amount and interest rate will be issued to the designated transferee or transferees. The Series 2019B Bonds are issuable only as fully registered bonds without coupons in denominations of $5,000 or any integral multiple thereof not exceeding the principal amount maturing in any year. As provided in the Indenture and subject to certain limitations set forth therein, the Series 2019B Bonds are exchangeable for a like aggregate principal amount of Series 0 = 1 ""445095v7 JSB VC115-148 445095v7 JSB VC115-148 588140v1BR291-398 B-4 2019B Bonds of the same maturity and interest rate, of different authorized denominations, as requested by the Registered Owner or the Owner’s duly authorized attorney upon surrender thereof to the Trustee. In case an Event of Default as defined in the Indenture or the Lease occurs, the principal of this Bond and all other Series 2019B Bonds Outstanding may be declared or may become due and payable prior to the stated maturity hereof in the manner and with the effect and subject to the conditions provided in the Indenture, but no Owner of any Series 2019B Bond shall have any right to enforce the provisions of the Indenture, the Lease, the Ground Lease except as provided in the Indenture. With the consent of the EDA and the Trustee, and to the extent permitted by and as provided in the Indenture, the terms and provisions of the Indenture, the Lease, the Ground Lease, or of any instrument supplemental thereto, may be modified or altered by the assent or authority of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding thereunder. IT IS HEREBY CERTIFIED AND RECITED, and the EDA has found, that all acts, conditions and things required to be done precedent to and in the issuance of this Bond and the series of which it is a part have been properly done, have happened and have been performed in regular and due time, form and manner as required by law; and that this Bond and the series of which it is a part does not constitute a debt of the EDA within the meaning of any constitutional, or statutory limitation. This Bond shall not be valid or become obligatory for any purpose until it shall have been authenticated by the execution of the certificate hereon endorsed by the Trustee under the Indenture. 0 = 1 ""445095v7 JSB VC115-148 445095v7 JSB VC115-148 588140v1BR291-398 B-5 IN WITNESS WHEREOF, the Economic Development Authority of Brooklyn Center, Minnesota has caused this Bond to be executed in its name by the facsimile signatures of its duly authorized officers, all as of the Date of Original Issue specified above. ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYNN CENTER, MINNESOTA (Facsimile) Chair (Facsimile) Executive Director Date: (Form of Trustee’s Certificate) This is one of the Bonds described in the within mentioned Indenture. ZIONS BANCORPORATION Date: By Authorized Signature 0 = 1 ""445095v7 JSB VC115-148 445095v7 JSB VC115-148 588140v1BR291-398 B-6 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please Print or Typewrite Name and Address of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints _______________________________________ attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: ____________________________________ Please Insert Social Security Number or Other Identifying Number of Assignee ____________________________________ Notice: The signature to this assignment must correspond with the name as it appears on the face of this Bond in every particular, without alteration or any change whatever. SIGNATURE GUARANTEED: _____________________________________ Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or Participation in STAMP or such other “signature guaranty program” as may be determined by the Trustee in addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 0 = 1 ""445095v7 JSB VC115-148 445095v7 JSB VC115-148 588140v1BR291-398 B-7 PROVISIONS AS TO REGISTRATION The ownership of the principal of and interest on the within Bond has been registered on the books of the Trustee in the name of the person last noted below. Signature of Date of Registration Registered Owner Trustee Cede & Co. _________________ Federal ID #______ ____________________ Council/E D A Work S ession City Hall Council C hambers A ugust 12, 2019 AGE NDA The C ity Council requests that attendees turn off cell phones and pagers during the meeting. A copy of the full City Council pac ket is available to the public. The pac ket ring binder is located at the entrance of the c ounc il chambers. AC T I V E D IS C US S I O N IT E M S 1.P laces of Worship in the I -2 District Discussion 2.Z oning Code Task Force C harter D iscussion 3.O pportunity Site Community E ngagement Discussion 4.Discussion on Selecting a P roposal to Build a Residential Home on E D A- O wned P roperty L ocated at 5355 Emerson Ave N 5.Discussion on L easing E D A -O wned P roperty to Private P arties and F ood Truck Operations W ithin the C ity P E ND I NG L IS T F O R F UT URE WO RK S E S S IO NS 1.P ending I tems L ivable Wages L iquor Ordinance/E ntertainment Permit - 8/26 L iquor Ordinance Updates - 8/26 2020 Elections Update - 8/26 P ublic S ubsidy P olicy- ? Commemoration of 400 years of Slavery A ctivities P olice C risis Prevention O ptions Residential Design S tandards S A C Credit Policy Target Property M EM OR ANDUM - COU N C IL WORK SESSION DAT E:8/12/2019 TO :C urt Bo ganey, C ity Manager T HR O UG H:Meg Beekman F R O M:Meg Beekman, C o mmunity Development Directo r S UBJ E C T:P laces o f Wo rs hip in the I-2 Dis trict Disc ussion Recommendation: - C on sid er pla ces of w orship as a land u se w ith in the I-2 D istrict a n d provid e direction to staff on h ow to p roceed. B ackground: C ity staff have been approac hed b y a gro up s eeking to reloc ate a religio us bas ed p lace o f wo rs hip and community center within the C ity. T he gro up has previo usly been leasing s pac e within Brooklyn C enter, along Brooklyn Boulevard, but the build ing has rec ently s old and is no longer availab le. T hey would like to remain within the C ity, as their community is largely bas ed within the Brooklyn C enter and Bro o klyn P ark area. T hey are seeking a s pac e to purchas e, in whic h to create a community center and gathering plac e. Us es would inc lude worship s p ace, gathering and event s p ac e, c las s ro o m spac e, and offic e s pac e. T hey gather s everal times p er week, p rimarily F rid ay thro ugh S unday. Wo rs hip times are on F rid ay and could be d ivided into mo re than o ne to ac c ommodate their numb ers . After muc h s earc hing to find a suitable b uild ing to purchas e, they have identified 4900 F ranc e Avenue N. T his p ro p erty has b een fo r s ale o r lease fo r over a year, but was p revious ly used as a kennel and veterinary clinic . T he property is zo ned I-2 and is comprised of two s truc tures ; o ne which is a newer s plit-level o ffice b uild ing, and a sec o nd whic h is a circ ular s hared s truc ture that is o ld er. T he group b elieves that the property would meet their need s and is interes ted in purchas ing it to c onvert to their p urposes. As p art o f their d ue d iligence they met with C ity s taff to inquire as to the proc es s to allo w the us e of the property as a plac e of worship and community center. P laces o f wors hip generally fall into a catego ry o f us es c o nsidered “Assemb ly”. T hese are us es where generally large numbers o f people may congregate, o r assemble, at one time. O ther s imilar uses might b e theaters, audito riums , mortuaries, dance halls , arenas , or certain p laces o f entertainment. F ed eral law protec ts religious land us es in that it req uires cities to regulate them the s ame way it regulates other s imilar us es , and to treat them equally and fairly when making land us e regulatio ns as well as land us e dec is io ns regarding them. F or example, a city wo uld need to p ro vide a fac t-b as ed reason that it might allo w mo vie theaters in a particular zo ning d is tric t, b ut no t religious us es since the land us es are similar. I-2, G en eral Industrial D istrict As no ted, the property is zoned I-2, G eneral I ndus try. I-2 is a heavy indus trial dis trict. P ermitted us es inc lude, manufacturing; who les ale trad e; d is tribution; s ervices s uc h as auto and truc k rep air, c o ntract c o nstruc tion, wareho using and s to rage, service s tatio ns; truc k terminals; transit terminals; o r other uses s imilar in nature as d etermined by the C ity C o uncil. S pec ial us es p ermitted in the d is tric t inc lud e foundries, retail sales o f pro d uc ts manufactured on s ite, and acc es s o ry o ff-s ite parking. P laces o f wo rs hip are not c urrently permitted o r spec ially p ermitted us es in the I-2 Dis tric t. P laces o f wors hip , o r religio us uses, are exp res s ly p ermitted within the R -1, R -2, R -5, and C -1 Districts in the C ity. T here is als o at least one ins tance in whic h they have been allowed via a P UD in the I-1 Dis tric t, whic h is a lighter ind us trial d is tric t comprised o f a mix of o ffice, ho tel, mixed bus ines s , and light indus trial uses. P rocess C ity staff c ons ulted with the C ity Atto rney to id entify p o tential p aths forward fo r the req uested reus e of the p ro p erty at 4900 F rance Avenue. Based o n a numb er of facto rs , the C ity Atto rney and staff agree that the mos t legally defens ible way to proc es s the req uest would be thro ugh a zoning c ode text amendment to the I-2 Dis tric t, whic h wo uld make religious us es allo wed thro ugh s p ecial use p ermit. T his wo uld allo w the gro up to ap p ly fo r a s pec ial us e permit, and if able to meet the cond itions of the permit, reus e the p ro p erty for their d es ired purpos e. T he text amendment would ap p ly to all properties within the I-2 Dis trict, thus allo wing religious us es within any I-2 zoned parc el pro vided it was ab le to meet the c o nditio ns o f the s p ecial use permit p ro cess. T he dec is io n to allow religio us uses within the I-2 Dis tric t is a legislative one, and ultimately a p o licy dec is ion o n the part of the C ity C ounc il. Ind ustrial pro p erties , particularly heavy ind us trial properties tend to have the greates t imp ac ts o n s urrounding p ro p erties in terms of noise, dus t, odors, traffic , and o utd o o r sto rage. G enerally, ind us trial us ers tend to lo cate in areas away fro m no n indus trial us es to minimize c o mp laints that may aris e. O n the other hand , it is likely that religio us uses would utilize their p ro p erties d uring hours when indus trial users are not in operatio n, whic h may minimize issues . A further cons ideratio n is parking demand . As s emb ly uses tend to have higher parking demand than other typ es of uses due to the nature o f their visitors . Indus trial uses b y contrast tend to have lo w p arking d emand relative to their s quare footage b ecaus e these us es generally have lo wer employment dens ities. R eligio us us es s eeking to utilize indus trial p ro p erty for s p ac e may find that the available parking is not sufficient to meet their d emand. F ro m a regional market perspec tive, indus trial property is c urrently well stabilized, particularly compared with o ffice and retail products . Ind ustrial properties within the 694/494 lo o p are c urrently highly valued and vac anc y rates are lo w. T his trend holds true within Bro o klyn C enter’s indus trial market. T he property at 4900 F ranc e Avenue N is unique in its vacancy, in part due to the age and nature of the s tructures o n the s ite, whic h are no t typ ical of s urrounding indus trial uses. R ather than a s ingle large building, the property is c ompris ed o f two s maller struc tures , one of which is a two-s tory offic e build ing, and neither is well s uited for more indus trial-type uses. S pecia l U se P ermit P rocess If the C ity C ounc il c hooses to allo w religious us es in the I-2 Dis tric t, staff would rec o mmend allo wing them via s p ecial use permit. T his wo uld allo w s ome o f the concerns identified above to be cons id ered and mitigated o n a c as e by c as e b as is with eac h ap p lication. F o r examp le, if large numbers of p eo p le gathering at the p ro p erty is a c onc ern for as s emb ly-type uses , a s pec ial us e permit proc es s c ould require that a traffic and p arking s tud y be c ond uc ted to ensure that ac c es s , circ ulatio n, and parking were ad eq uate on site. If they weren’t, a c ond ition of ap p ro val could require a trans portation demand management plan to deal with times when the parking o r ac cess ro utes were exceed ed . O n this p artic ular s ite, train traffic can be a c onc ern at c ertain times of the d ay, c los ing ro ad ac cess. A traffic and p arking s tudy c o uld lo o k at the impac t of ro ad c lo s ures and id entify if this wo uld b e a concern. 4 9 0 0 F rance Aven u e N T he C ity P lanner and Build ing O fficial met with the interes ted p arty to go o ver the s ite, explain the p ro ces s , and id entify any Build ing and F ire C o d e items that they s hould be aware of. T he conversion of the site to an as s emb ly use wo uld cons titute a change of us e from the perspec tive of the Build ing and F ire C o d e, thus trigger any req uired upgrad es to the fire suppres s ion s ys tem, ins tallatio n of ADA requirements , as well as other F ire and Build ing C ode req uirements. As s embly us es have a higher fire s up p res s io n s tand ard than other types o f us es bec aus e of the c o ngregating of p eople that o cc urs within the b uildings . It is imp o rtant that p ro s pec tive b uyers unders tand the full imp licatio ns o f what would be req uired o f ac q uiring and c o nverting a build ing b efo re they p urc hase it. As part of that meeting parking was disc ussed . T he property currently has 18 p arking s talls. Acc o rd ing to the C ity P lanner, after vis iting the site and measuring o ut the p arking area, an additio nal 8 could be s triped in. T he Zo ning C o d e req uires 1 p arking s tall fo r every three congregants for religio us us es , meaning the p arking wo uld allo w fo r only 75 p eo p le at a time. T his is not s ufficient b as ed on staff’s unders tanding o f the group s ac tual needs, and so it is not c lear ho w this will be handled. In additio n, the Building O ffic ial identified s everal up grades which wo uld be nec es s ary in o rd er to c o nvert the b uilding. T hes e inc lud ed ADA upgrad es to b athro o ms , ingres s /egres s , p arking, and the interior o f the b uild ing which may req uire an elevato r or lift. T he build ing will also need to b e sprinklered and a S AC fee d eterminatio n d o ne. Acc o rding to the Met C o uncil there is only o ne S AC unit on the p roperty, s o a c hange in use would trigger a rec alc ulatio n, and likely mo re S AC units to be p aid . T he Building O ffic ial is seeking additio nal informatio n as to what that might b e from the Met C ounc il. T he gro up agreed to look into the required b uilding imp ro vements. N ext S tep s If the C ity C ounc il ind icates they are o p en to the zo ning code text amendment, s taff will work with the C ity Atto rney to d raft revis ed language whic h wo uld then go to the P lanning C ommis s ion for a pub lic hearing, cons id eration, and a recommend ation. T he C ity C ounc il wo uld then take the P lanning C o mmis s io n’s recommend atio n into c o nsideratio n as part o f a firs t and s econd reading of the ordinanc e amend ment. O nce the language was drafted and the p ro ces s underway, the prospec tive b uyers wo uld then need to apply for a S pec ial Use P ermit under the language and c o nditio ns o f the new ordinanc e. Policy Issues: Are R eligious Us es a c o mp atible use within the I-2, G eneral Ind ustrial Dis tric t? S hould R eligious Uses b e permitted within the I-2, G eneral Ind ustrial Dis tric t? I f s o, what potential impac ts might thes e, and other s imilar ass emb ly us es, have that could be mitigated with c o nditio ns o r req uirements within the o rd inance language? S trategic Priorities and Values: O peratio nal Exc ellence AT TAC HME N T S : Desc rip tion Up lo ad Date Typ e Aerial 8/6/2019 Bac kup Material S ite C ontext 8/6/2019 Bac kup Material Zoning Map 8/8/2019 Bac kup Material o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o LOCAL STREETINDEX ADMIRAL LANEADMIRAL PLACEALDRICH COURTALDRICH DRIVE N.AMY LANEAZELIA AVE. 4-B,C4-B1-F5-F1-E7-B 53RD AVE N 54TH AVE N 55TH AVE N 56TH AVE N 57TH AVE N 58TH AVE N 59TH AVE N 60TH AVE N 61ST AVE N 62ND AVE N 63RD AVE N 64TH AVE N 65TH AVE N 66TH AVE N 67TH AVE N 68TH AVE N 69TH AVE N 70TH AVE N 71ST AVE N 72ND AVE N 73RD AVE N W I L L O W L A N E R I V E R D A L E A V E N 2 0 0 D A L L A S A V E N 3 0 0 W . R I V E R R O A D M T H 2 5 2 5 T H A V E N 6 0 0 C A M D E N A V E N 7 0 0 A L D R I C H A V E 8 0 0 B R Y A N T A V E N 9 0 0 C O L F A X A V E N 1 0 0 0 D U P O N T A V E N 1 1 0 0 E M E R S O N A V E N 1 2 0 0 F R E M O N T A V E N 1 3 0 0 G I R A R D A V E N 1 4 0 0 H U M B O L D T A V E N 1 5 0 0 I R V I N G A V E N 1 6 0 0 J A M E S A V E N 1 7 0 0 K N O X A V E N 1 8 0 0 L O G A N A V E N 1 9 0 0 M O R G A N A V E N 2 0 0 0 N E W T O N A V E N 2 1 0 0 O L I V E R A V E N 2 2 0 0 P E N N A V E N 2 3 0 0 Q U E E N A V E N 2 4 0 0 R U S S E L L A V E N 2 5 0 0 S H E R I D A N A V E N T H O M A S A V E N U P T O N A V E N 2 7 0 0 V I N C E N T A V E N 2 8 0 0 W A S H B U R N A V E N 2 9 0 0 X E R X E S A V E N 3 0 0 0 Y O R K A V E N 3 1 0 0 Z E N I T H A V E N 3 2 0 0 A B B O T T A V E N 3 3 0 0 B E A R D A V E N 3 4 0 0 C H O W E N A V E N 3 5 0 0 D R E W A V E N 3 6 0 0 E W I N G A V E N 3 7 0 0 F R A N C E A V E N 3 8 0 0 G R I M E S A V E N 4 0 0 0 H A L I F A X A V E N 4 1 0 0 I N D I A N A A V E N 4 2 0 0 J U N E A V E N 4 3 0 0 K Y L E A V E N 4 4 0 0 L E E A V E N 4 5 0 0 M A J O R A V E N 4 6 0 0 N O B L E A V E N 4 7 0 0 O R C H A R D A V E N 4 8 0 0 P E R R Y A V E N 4 9 0 0 Q U A I L A V E N 5 0 0 0 R E G E N T A V E N 5 1 0 0 S C O T T A V E N 5 2 0 0 T O L E D O A V E N 5 3 0 0 U N I T Y A V E N 5 4 0 0 V E R A C R U Z A V E N 5 5 0 0 7 6 5 4 3 2 1 A B C D E F G BOULDER LANEBROOKLYN BOULEVARDBROOKLYN DRIVEBROOKLYN PLACEBROOKVIEW DRIVEBURQUEST LANECAMDEN COURTCAMDEN DRIVECOMMODORE DRIVEDALLAS ROADDUSHARME DRIVEEARLE BROWN DRIVEEAST TWIN LAKE BLVD.ECKBERG DRIVEELEANOR LANEEMERSON LANEERICON DRIVEEWING LANEFRANCE PLACEFREEWAY BOULEVARDFREMONT PLACEGREAT VIEW AVE.GRIMES PLACEHALIFAX DRIVEHALIFAX PLACEHILLSVIEW ROADHOWE LANEHUMBOLDT PLACEIRVING LANEJAMES CIRCLEJANET LANEJOHN MARTIN DRIVEJOYCE LANEJUDY LANEKATHRENE DRIVELAKEBREEZE AVE.LAKE CURVE LANELAKESIDE AVE.LAKESIDE PLACELAKEVIEW AVE.LAWRENCE ROADLILAC DRIVEMARLIN DRIVEMUMFORD ROADNASH ROADNOBLE LANORTHPORT DRIVENORTHWAY DRIVEOAK STREETO'HENRY ROADOLIVER CIRCLEORCHARD LANEOSSEO ROAD 5300-5800PALMER LAKE CIRCLEPALMER LAKE DRIVEPAUL DRIVEPEARSON DRIVEPERRY COURT - EAST/WESTPERRY PLACEPOE ROADPONDS DRIVE N.QUAIL CIRCLE - EAST/WESTQUARLES ROAD SAILOR LANESHINGLE CREEK PARKWAYSHORES DRIVESUMMIT DRIVETHURBER ROADTWIN LAKE AVE.URBAN AVE.VIOLET AVE.WILLOW LANEWINCHESTER LANEWINGARD LANEWINGARD PLACEWOODBINE LANEXERXES PLACEYORK PLACE4TH STREET5TH STREET53RD PLACE58 1/2 AVE.59 1/2 AVE.63RD LANE67TH LANE68TH LANE69TH LANE70TH CIRCLE71ST CIRCLE72ND CIRCLE 3-A1-A,6-C3-D1-A5-D,E5-B3-G2-G4-C1-G7-C3,4-E5,6-B5-B3-A1-F5-D,E3-C4-B2-D,E2-F6-B2-B3-B4-B5-E2-A2-E1-E3-E3-B4-D,E3-B5-E3-B7-B4-B7-B6-B7-B3-C6-C,3-F3-B3-C,D3-C,D2-A,B4,5-C4-D6-B3-C,D1-F2-A5-C1-C1-C3-A4-B1-A1-A3-C1-A1-A2-C 5-C2E-4D4-B3,4-E2-C7-B1-C1-C1,3-G2-A,B1-A1-A1-B,C,F2-D 2-C5-G2-G5-C4-C4-B3-F2-D,F2-D,F2-D1-A1-A1-A BELLVUE LA G-5 RIVERDALE ROAD 1-G2-GRIVERWOOD LANE I S L A N D S O F P E A C E P A R K (A N O K A C O U N T Y ) WEST FIRESTATION HENNEPIN CO.LIBRARY &GOVERNMENT SERVICE CENTER P A L M E R L A K E P R E S E R V E A R E A U .S . P O S T O F F I C E WATERTOWERNo. 2 EVERGREENPARK LAKESIDE PARK(T RIANG LE PARK) EVERGREENELEMENTARYSCHOOL R I V E R D A L E P A R KEAST PALMERLAKE PARK WEST PALMERLAKE PARK PALMER LAKEELEMENTARYSCHOOL WILLOW LANE PARK A R B O R E T U M O R C H A R D L A N E P A R K ODYSSEYCHARTERSCHOOL M O U N D C E M E T E R Y FREEWAYPARK GARDEN CITYELEMENTARYSCHOOL MARLINPARK WATERTOWERNo.1 EAST FIRESTATION FIREHOUSEPARKBROOKLYN CENTER HIGH SCHOOL EARLEBROWN ELEMENTARYSCHOOL B E L L V U E P A R K CENTENNIALPARK CityHall CENTERBROOKGOLFCOURSE WATERTOWERNo. 3 KYLAWNPARK NORTHPORTELEMENTARYSCHOOL NORTHPORTPARK HAPPY HOLLOWPARK EARLE BROWNHERITAGE CENTER GRANDVIEWPARK LIONSPARK N O R T H M I S S I S S I P P I R E G I O N A L P A R K CAHLANDERPARK WANGSTADPARK POLICESTATION TWIN LAKEPARK GARDENCITYPARK PALMER LAKEPARK CommunityCenter AIRPORT SAFETY ZONE - B AIRPORT SAFETY ZONE - A A I R P O R T S A F E T Y H O R I Z O N T A L Z O N E - C R3 R3 R3 C1PUD/C2 R3 R5 C1 R4 C1 PUD/C2 PUD/C2 R4 C2 R5 C2 R3 R5 PUD/R1 R4 R4 R4 R6 R3 R5 PUD/C2 PUD/R3 R5 C2 C2R3 R5 R5 R3C2 C2 C1A C1A C2 C2 C2 C2 I1 PUD/I1 I1 PUD/I1 PUD/I1 I1 R5PUD/I1 R3 PUD/I1 R5 I1 O1 R3 I1 I1C1 I1 O1 I1 R5I1 I1 PUD/I1 C2 PUD/C1A C1 C1PUD/C2 C2R4 C2 R5 C1 R5 C1 C1/R5/R4 PUD/C2C2R3 R3 C2C1 PUD-MIXEDR5/R6 O1 R5 I2 O2I2 I2 R4 PUD/I1I2I2 R4R4 I2 I2 I2 C1R4 I2 I2 PUD/R1O1 PUD-MIXEDR2/R3 R5 R5 R5 C2 R7 C1A R4R4 R5 C2 C1 R4 R3 R4 O1 R4 R4C1 C1 R4R4PUD/C2C2 R4C2 C2 R3 C2 R4 C2C2C2 PUD/C2 R5C1AR5 R3 C1 R4C1 C1 C2 C1 C2 C2 R3 C2 C1 O1 C2 R5 C2C1 R7 O1R5 C2 C2 PUDMIXED C2 C1A C2 C1A C2 R5PUD/R1 PUD/C1 PUD/C2 R3 PUD/R1 O1 C2 C2 PUD/C2 PUD/C2 PUD/C2 PUD/C2PUD/C2 R5 R5 R3 PUD-MIXEDC2/I-1 R4 CRYSTALAIRPORT S H I N G L E C R E E K CREEK PALMER LAKE MIDDLE TWIN LAKE UPPER TWIN LAKE M I S S I S S I P P I R I V E R M I S S I S S I P P I R I V E R S H I N G L E RYAN LAKE SHINGLE CREEK 63RD AVE B R O O K L Y N B L V D B R O O K L Y N B L V D B R O O K L Y N D R OHENRY RD MUMFORD RD 64TH AVE 65THAVE NASH RD 60TH AVE 59TH AVE S H I N G L E C R E E K P K W Y J O H N M A R T I N D R H A L I F A X A V E 5 5 T H A V E SUMMIT DR L I L A C D R 69TH AVE 5 6TH AVE S H O R E S D R Z E N I T H A V E SHINGLECREEK PKWY F R A N C E A V E X E R X E S A V E 65TH AVE D R E W A V E 67TH AVE 53RD AVE NORTHWAYDR 69TH AVE 70TH AVE 53RD AVE 66TH AVE I R V I N G P L 73RD AVE 58TH AVE 68TH AVE H I G H W A Y 1 0 0 T O L E D O A V E INTERSTAT E 6 9 4 65TH AVE K N O X A V E THURBER RD 67TH AVE 67TH AVE W I N G A R D P L 58 T H P L 53RD AVE U N I T Y A V E W I L L O W L N 58TH AVE 69TH AVE 52ND AVE 55TH AVE U P T O N A V EYORK A V E S A I L O R L N Z E N I T H A V E 7 1 S T A V E 6 7 T HLN B R O O K L Y N B L V D 50TH AVE 67TH LN N O R T H P O R T D R 56TH AVE F R A N C E A V E N O B L E A V E OLIVERCIR 71ST AVE F R E M O N T P L 6 8 TH AVE A L D RIC H C T D R E W A V E C H O W E N A V E P AUL DR G R I M E S P L 68TH LN P E R R Y P L S C O T T A V E L I L A C D R 57TH AVE 56TH AVE F R A N C E D R 5 5 T HAVE B R Y A N T A V E 57TH AVE 66TH AVEE W I N G A V E 68TH AVE A L D R I C H A V E COUNTY ROAD 1 0 E M E R S O N A V E 5 6THAVE C O L F A X A V E F R E M O N T A V E HOWE LN ECKBERG DR 62ND AVE 6 7 T H L N H I G H W A Y 1 0 0 L I L A C D R G I R A R D A V E B R O O K L Y N B L V D F R E M O N T A V E 70TH AVE WINCHESTER LN 7 1 S T AV E 6 8 T H LN 70TH AVE 65THAVE 62ND AVE B E A R D A V E PALMERLAKE CIR FRONTAGE R D M O R G A N A V E WO O DBINE LN 6 8THL N 57THAVE 68TH AVE 72ND AVE COMMODORE DR 64TH AVE 61ST AVE 61ST AVE 6 9THLN S C O T T A V E 59 1/2AVE ELEANOR LN 70TH AVE 68THAVE 70TH AVE C A M D E N A V E L E E A V E V I N C E N T A V E 73RD AVE 51ST AVE VIOLET AVE D R E W A V E 67TH AVE 65TH AVE 64TH AVE S C O T T A V E H U M B O L D TPL URBAN AVE 72ND AVE H A L I F A X DR 58 1/2AVE 71ST AVE 7 2 N D A V E WOODBINE LN 72NDAVE G I R A R D A V E 61ST AVE 59TH AVE 56TH AVE 54TH AVE 61ST AVE O R C H A R D A V E 49TH AVE ADM IR AL LN 60TH AVE 50TH AVE V E R A C R U Z A V E E M E R S O N A V E 70TH AVE 66THAVE 71STAVE 56THAVE 72ND AVE 70THAVE 51STAVE 72N DAVENEW T O N A V E X E R X E S A V E 47TH AVE 53RD PL L O G A N A V E F R A N C E P L A B B O T T A V E A L D R I C H A V E Z E N I T H A V E I R V I N G A V E L A K E S I D E P L T W I N L A K E A V E B R O O K V I E W D R A L D R I C H A V E 70TH AVE INTERSTATE 694 G R I M E S A V E G R I M E S A V E A B B O T T A V E N O R T H P O R T D R 67 T H AV E BROO K L Y N PL 7 0 T H C I R M A J O R A V E LAKESIDE AVE D R E W A V E P E N N A V E D R E W A V E R E G E N T A V E 70TH AVE ERICON DR M O R G A N A V E LAKE BREEZE AVE C A M D E N A V E 64TH AV E Q U A I L A V E 71ST CIR W I N G A R D LN L I L A C D R C O L F A X A V E I N D I A N A A V E 55TH AVE X E R X E S PL J A M E S A V E 68TH AVE 67 TH AVE N O B L E L N 48TH AVE Q U A I L A V E T O L E D O A V E E W I N G A V E O R C H A R D L N P E R R Y A V E R E G E N T A V E S C O T T A V E B R Y A N T A V E J A M E S A V E K A T H R E N E DR H U M B O L D T A V E N O B L E A V E K Y L E A V E C H O W E N A V E C A M D E N A V E I N T E R S T A T E 9 4 M A J O R A V E B R Y A N T A V E M A J O R A V E N E W T O N A V E D R E W A V E WINCHESTER LN E W I N G A V E C O L F A X A V E M A J O R A V E G R E A T V I E W A V E O R C H A R D A V E C A M D E N A V E I N D I A N A A V E 72ND CIR L Y N D A L E A V E 5 T H S T R E G E N T A V E R I V E R W O O D L N E W I N G A V E C A M D E N D R 54TH AV E R I V E R D A L E R D N O RTHWAY DR 57TH AVE POE RD P E N N A VE BU R QU E S T LN BOULDER LN LILAC DR 6 3 R D L N G I R A R D A V E G I R A R D A V E J U D Y L N FRANCE PL L E E A V E WOODBINE LN 72ND AVE B A S S L A KE RD IRVING LN AMY LN I N D I A N A A V E J U N E A V E P E R R Y A V E Q U A I L A V E R E G E N T A V E L I L A C D R LAWRENCE RD M O R G A N A V E J A M E S A V E JANET LN 67TH AVE JOYCE LN D R E W A V E 62ND AVE QUARLES RD 72NDAVE 66TH AVE WOODBINE LN B E A R D A V E F R A N C E A V E P A L M E R L A K E D R FREEWAY BLVD L I L A C D R UNI TY A V E U N I T Y A V E N O B L E A V E L I L A C D R H U M B O L D T A V E X E R X E S A V E K Y L E A V E V I N C E N T A V E INTERSTATE 94 W A S H B U R N A V E A B B O T T A V E Q U E E N A V E Q U E E N A V E B E A R D A V E B E A R D A V E 71ST AVE G R I M E S A V E G R I M E S A V E H I G H W A Y 2 5 2 H I G H W A Y 2 5 2 T W I N L A K E B L V D T W I N L A K E B L V D T O L E D O A V E 6 6 T H A V E N O B L E A V E I N T E R S T A T E 9 4 C A M D E N A V E C A M D E N A V E H A L I F A X A V E F R A N C E A V E L O G A N A V E X E R X E S A V E X E R X E S A V E X E R X E S A V E X E R X E S A V E O L I V E R A V E B R Y A N T A V E I N D I A N A A V E I N D I A N A A V E J U N E A V E W I L L O W L N A D M IRAL LN D U P O N T A V E H U M B O L D T A V E C O L F A X A V E C O L F A X A V E F R A N C E A V E F R E M O N T A V E L A K E V I E W A V E E W I N G AVE E W I N G A V E B R O O K L Y N B L V D L N E W I N G A V E H A L I F A X P L A Z E L I A A V E M A J O R A V E W E S T R I V E R R D W E S T R I V E R R D P E R R Y A V E P E A R S O N D R A D M I R A L P L YORKPL O L I V E R A V E P E R RY C T H U M B O L D T A V E Q U A ILCIR R U S S E L L A V E E M E R S O N A V E P E R R Y A V E B R Y A N T A V E B R Y A N T A V E L Y N D A L E A V E J A M E S C I R JAMES C I R P O NDS D R P O N D S DR B E A R D A V E L E E A V E I R V I N G A V E I R V I N G A V E L A K E C U R V E L N K N O X A V E A L D R I C H A V E A L D R I C H D R S H I N G L E C R E E K C R O S S I N G INTERSTATE 94 L I L A C D R O R C H A R D A V E M A R L I N D R E A R L E B R O W N D R EARLE BROWN DR E M E R S O N A V E 5 1 S T A V E Q U A I L A V E P A R K W A Y C I R P A R K W A Y C I R BELLVUE LN 66TH AVE 62ND AVE OAK ST 4 T H S T E M E R S O N A V E F R E M O N T A V E G I R A R D A V E H U M B O L D T A V E D U P O N T A V E D U P O N T A V E L O G A N A V E K N O X A V E J A M E S A V E Brooklyn Center Zoning Map 0 0.5 10.25 Miles This Zoning Map reflects council-approved zoning changes up to its effective date of September 5, 2015. The zoning designations shown onthis map must be interpreted by the City's Zoning Code and policies. These zoning designations are subject to changeas part of the City's ongoing planning process. / o o o Airport Safety Zones (refer to Minn. Rules 8800.2400) Mississippi River Corridor Critical Area Boundary Line Private Roads ZONING DISTRICTS R1 One Family Residence R2 Two Family Residence R3 Multiple Family Residence R4 Multiple Family Residence R5 Multiple Family Residence R6 Multiple Family Residence R7 Multiple Family Residence C1 Service/Office C1A Sevice/Office C2 Commerce I-1 Industrial Park I-2 General Industry O1 Public Open Space O2 Public & Private Open Space C1/R5/R4 Office/Service & MultipleFamily Residence PUD/R1 Planned UnitDevelopment/One Family Res. PUD/R3 Planned UnitDevelopment/Multi-Family PUD/C1 Planned UnitDevelopment/Office-Service PUD/C1A Planned UnitDevelopment/Office-Service PUD/C2 Planned UnitDevelopment/Commerce PUD/I1 Planned UnitDevelopment/Industrial Park PUD-MIXED Central Commerce Overlay District ZONING DISTRICT NOTES ALL DISTRICT BOUNDARIES EXTEND TO THE CENTERLINE OF STREETS 842846859816820856856 100 YEAR FLOOD ELEVATIONS AT SELECTED LOCATIONS WATERWAY LOCATION ELEVATION (FT. NGVD) SHINGLE CREEK MISSISSIPPI RIVER TWIN LAKESRYAN LAKE AT 53RD AVE N ..........................AT 69TH AVE N ...........................AT BROOKLYN BLVD .................AT 53RD AVE N ..........................AT 73RD AVE N ..........................SHORELINE ................................SHORELINE ................................ NOTE: SEE FEMA/FIA FLOOD INSURANCE STUDY DATED SEPT. 2004 AND FLOODWAY MAPS AND FIRM MAPS DATED SEPT 2004 FOR DETAILED INFORMATION ON FLOODWAY LIMITS AND PROFILES I-1 - INDUSTRIAL PARKI-2 - GENERAL INDUSTRY INDUSTRIAL RESIDENTIALR1 - ONE FAMILY RESIDENCE (One Family Dwellings)R2 - TWO FAMILY RESIDENCE (One and Two-Family Dwellings)R3 - MULTIPLE FAMILY RESIDENCE (Townhouse/Garden Apts./CondosR4 - MULTIPLE FAMILY RESIDENCE (1-1/2 & 2-Story Dwellings)R5 - MULTIPLE FAMILY RESIDENCE (2-1/2 & 3 Story Dwellings)R6 - MULTIPLE FAMILY RESIDENCE (4 or 5 Story Dwellings)R7 - MULTIPLE FAMILY RESIDENCE (6+ Story Dwellings) COMMERCIALC1 - SERVICE / OFFICE (Min. 1-ac. lots/3-story max.)C1A - SERVICE / OFFICE (Min. 1-ac. lots/No Height Limitations)C2 - COMMERCE OPEN SPACEO1 - PUBLIC OPEN SPACE O2 - PUBLIC AND PRIVATE OPEN SPACE PLANNED UNIT DEVELOPMENTThe underlying zoning is designated afterthe "PUD/___" (e.g. "PUD/C2" equalsPlanned Unit Development/Commerce) (Refer to City Code Sect. 35-2240 for allowable uses and prohibited uses) CC - CENTRAL COMMERCE OVERLAY This map is neither a legally recorded map nor a survey and is not intended to be used as one. This map is a compilation of records,information and data located in various city, county, state and federal offices and other sources regarding the area shown, and is tobe used for reference purposes only. The City does not warrant that the Geographic Information System (GIS) Data used to preparethis map is error free, and the City does not represent that the GIS Data can be used for navigational, tracking or any other purposerequiring exacting measurement of distance or direction or precision in the depiction of geographic features. If errors or discrepanciesare found please contact (763) 569-3335. The preceding disclaimer is provided pursuant to Minnesota Statutes §466.03, Subd. 21 (2013),and the user of this map acknowledges that the City shall not be liable for any damages, and expressly waives all claims, and agrees todefend, indemnify, and hold harmless the City from any and all claims brought by User, its employees or agents, or third parties whicharise out of the user's access or use of data provided. Document Path: L:\Users\ComDev\Zoning\Zoning Map 2015.mxd M EM OR ANDUM - COU N C IL WORK SESSION DAT E:8/12/2019 TO :C urt Bo ganey, C ity Manager T HR O UG H:Dr. R eggie Ed wards, Deputy C ity Manager F R O M:Barb S uc iu, C ity C lerk S UBJ E C T:Zo ning C o d e Tas k F o rce C harter Dis cus s io n Recommendation: - C on sid er th e Z on ing C ode Ta sk F orce ap p lica tions and consider provid ing d irection on membership B ackground: As part of the Bec o ming Bro o klyn C enter p ro jec t, the c ity will be working with its cons ultants to up d ate and rewrite several s ec tio ns o f the C ity C ode. Mos t prominently the zoning c ode will b e up d ated; ho wever, the p ro ject also antic ip ates updating the s ign c ode, the p latting c o d e, and d rafting a new s ho reland o rd inance. T he purpose of the update is to: S treamline and mo d ernize the outdated c ode, to make it more user-friendly, res pons ive to current d evelop ment review needs, and c o nsis tent with s tate statute. Develop and inc o rp o rate new mixed us e and trans it o riented development (TO D) d is tric ts, c o nsistent with the guid anc e in the C ity’s new 2040 C o mp rehens ive P lan. In general, ens ure the zoning c o d e is c o ns is tent with the city’s new c omprehensive plan, as required b y s tate statute. As part of this effo rt a c o mmunity engagement s trategy is b eing develo p ed, whic h inc ludes fo cus gro up d is cus s io ns with key interes t group s related to c omponents of the c o d e; pop up meetings at events happening in the C ity; a projec t website; s urvey q uestions ; an o nline mapping tool; and c ommunity o p en hous es . A d raft o f the community engagement strategy with more d etail is attac hed to this rep o rt. W hile the zoning c o d e affec ts the entire city, the d rafting o f ordinanc e language does not lend its elf well to a b ro ad reac hing c o mmunity engagement effort. W hile input fro m the community will be gathered, staff is s eeking a c o mmunity-based ad hoc tas k fo rce, which will have the opportunity to p ro vide a more s ustained feed b ack loop as o rd inance language is d rafted . T he tas k fo rce would meet fo ur to five times o ver the c ours e o f the p ro ject and have an opportunity to pro vide input o n all aspec ts o f the ordinanc e up d ate. T he role o f the tas k fo rce will b e to advis e the c o ns ultant team and s taff, and ultimately the P lanning C o mmis s io n and C ity C o uncil, as the new ordinanc e language is drafted and ad o p ted. T he P lanning C o mmis s io n s erves as the formal ad visory b o d y to the C ity C o uncil o n all zo ning code matters , and this tas k fo rce would not s up ers ed e that role. T he p urp o s e of the tas k fo rce would b e to as s is t the P lanning C o mmis s io n make their recommend ation by p ro viding ad d itional c o mmunity input in the proc es s . Attac hed is a c harter for the tas k forc e with more d etail. It is recommend ed that a minimum o f two P lanning C o mmis s io ners , two Hous ing c o mmis s io ners , and two bus iness o wners serve o n the tas k fo rce with the remaining members hip being comprised o f res id ents . A to tal numb er of 10-12 memb ers was identified as a memb ers hip go al. M embership S taff ad vertis ed the c reation of the tas k task fo rc e via d irect rec ruitment, emails to community p artner o rganizations , c o mmunicatio n with area religious leaders, soc ial media, the S un P o s t, flyers posted in various lo catio ns around the C ity, and word o f mouth. No d ead line fo r applic ation was id entified as S taff d id not kno w what the level o f interest wo uld b e in the tas k fo rce. To d ate the C ity has rec eived 21 applic ations fro m interested ind ividuals . Interes ted p arties were as ked to volunteer demo graphic informatio n ab o ut thems elves in o rd er to assist with ac hieving d iversity o n the tas k fo rce, though this info rmation was no t req uired in order to b e c o nsidered. Als o worth cons id ering is the geograp hic dis tribution of memb ers throughout the C ity in o rd er to ens ure broad input fro m multiple neighborho ods . T he charter d id no t s p ecify if ind ividuals need ed to own a b us ines s in the C ity or b e a res ident o f Bro o klyn C enter, tho ugh S taff b elieves this is inferred by the nature and purp o s e of the gro up. Attached is a lis t o f applic ants in order o f when they s ubmitted their applic atio n, along with any info rmatio n they p ro vided about thems elves. O f the 21 applications, staff believe at least eight are from people of color; representing H mong, West African, and African American demographics. M ore detailed information about the applicants will be provided as part of the work session discussion. B ased on the level of interest, staff is recommending increasing the number of members of the task force to 14. T his will allow full participation in the event a member or two cannot be present at every meeting. O nce the membership is determined a kick-off meeting will be scheduled based on availability. Policy Issues: W hich ap p lic ants s hould be id entified to s it o n the tas k fo rce? S trategic Priorities and Values: Inclus ive C ommunity Engagement AT TAC HME N T S : Desc rip tion Up lo ad Date Typ e Tas k F o rce C harter 6/3/2019 Bac kup Material Draft Zoning C o d e Update Engagement P lan 6/3/2019 Bac kup Material Tas k F o rce Ap p lic ants /No n Applic ants 8/7/2019 Bac kup Material Tas k F o rce Ballo t 8/7/2019 Bac kup Material R ec o mmend ations 8/7/2019 Bac kup Material City of Brooklyn Center Charter: Zoning Task Force 06-10-19 Task Force Name: Zoning Task Force Sponsor: Meg Beekman, Community Development Director Rationale The City of Brooklyn Center is updating its zoning code. The purpose of the update is to: • Streamline and modernize the outdated code, to make it more user-friendly, responsive to current development review needs, and consistent with state statute. • Develop and incorporate new mixed use and transit oriented development (TOD) districts, consistent with the guidance in the City’s new 2040 Comprehensive Plan. • In general, ensure the zoning code is consistent with the city’s new comprehensive plan, as required by state statute. While the zoning code affects the entire city, the drafting of ordinance language does not lend itself well to a broad reaching community engagement effort. While input from the community will be gathered in a number of different ways, there is a need for a more sustained feedback loop as ordinance language is drafted. Due to this fact, a task force structure with a diverse representation of key stakeholders can be helpful in providing community-based feedback throughout the zoning code update process. Purpose The Zoning Task Force will advise staff and the consultant team on the development of the Brooklyn Center zoning code update, including the development of new zoning districts, and other elements of the city code that are being updated as part of this project. This advisory role will inform and guide the development of the zoning code, and will assist the Planning Commission, which is the official recommending body to the City Council on matters related to the Zoning Code, in ultimately making the most informed decision. The Zoning Task Force will not be voting on the outcome, and group recommendations will be arrived at through consensus-based decision making. The City Council makes the final decision on all changes to the city code. Objectives The desired objectives of the Zoning Task Force will be: • Provide input into the goals and priorities associated with the zoning code update, including focus areas for change and/or improvement. Areas of focus include: o Chapter 35, Zoning Code o Chapter 34, Sign Code o Chapter 15, Platting o Shoreland Ordinance • Review and comment on draft code documents, including new districts. • Provide input and feedback on strategies for broader public engagement on the zoning code update. • Improve the quality of the zoning code outcome in terms of relevance and user- friendliness. Task Force Membership Task force members will be selected with the goal of achieving a diverse representation of the community. Members should have an interest in the subject matter and a basic understanding of the function of zoning and land use regulation. Membership will include 10-12 community members. Membership will include: • Two members of the Planning Commission • Two members of the Housing Commission • A minimum of two business owners Meeting Agendas and Notes • Task force members will receive the upcoming meeting agenda and materials no less than 1 week before the scheduled meeting. • Meeting notes and follow-up materials will be distributed to task force members via email within 1 week after meeting. Time Commitment • The task force will meet four times during the development of the zoning code. • Additional time may be needed to review materials in advance of the meetings. • Meeting times will be chosen based on the availability of task force members. • Total time commitment estimated to average 2-4 hours monthly during the course of the project. Meeting Schedule • July 2019 – Kickoff, existing conditions, overall format, and meeting schedule • September 2019 – Code update focus areas • November 2019 – Draft mixed use and TOD districts • February 2020 – Draft code document review Zoning Update Public Engagement Plan Introduction Page 1 Introduction Overview As part of a larger effort to revitalize its city center and refresh regulatory guidance citywide to meet community goals, the City of Brooklyn Center is undertaking a multi-part project starting in 2019. The update to the City’s zoning code is a key component. The City is pursuing the development of new zoning code that will supersede the existing zoning ordinance. This will include a new subdivision ordinance, sign ordinance, and shoreland ordinance, including Mississippi River Corridor Critical Area requirements. It will also include new zoning districts and design standards that implement the 2040 Comprehensive Plan Future Land Use Map new land use categories including TOD, Neighborhood Mixed Use, Business Mixed Use, and Commercial Mixed Use. The City desires a clear, basic zoning code that is consistent throughout, includes definitions for all relevant terms, effectively utilizes graphics and tables, and is legally defensible. Tasks associated with this work include scanning existing plans and ordinances, evaluation of existing conditions, drafting the code and districts, edits refinements, adoption, formatting, rezoning strategy, and staff training. With the zoning ordinance, some of the biggest challenges to an effective engagement strategy stem from the fact that it is a dense legal document that is largely unfamiliar to the public. However, it has broad implications for what people can do with their property, and how the city is able to plan for, shape, and approve new development. Some key messages are provided below. Messaging Clear and consistent messaging about the zoning update will be needed, to keep this project moving forward. Key overall messages about the project include: • Clearer, more user-friendly document will make it easier for people to get projects done. The code will be designed to make it clear and straightforward how to proceed with the most common applications. Supporting materials will provide additional guidance, including for people who are unfamiliar with how the code works. • Advancing city goals for redevelopment and reinvestment . New districts and revised language will align the code with a city vision for a compact and vibrant urban core, including transit oriented development as well as streamlined and improved processes. This will demonstrate the intent of the community in its redevelopment strategy. • Grounding in data and best practices . The options considered for the zoning code will come from a clear understanding of existing conditions and the city, and a review of the best practices in codes throughout the country, to ensure that the result is the best fit for the city. • Meaningful input from the community . The engagement will focus on questions related to how the public will most likely be impacted by the zoning code, as well as issues and concerns expressed by the community which an improved code could help address. Public Engagement Methods Page 2 Public Engagement Methods This section outlines specific outreach activities throughout the life of the project, including: in-person engagement, online engagement, documentation and reporting, and communication tools. In-Person Engagement In-person engagement will consist of technical advisory committee meetings, open houses, pop-up engagement, focus group meetings, and meetings with partner agencies. Technical Advisory Committee (TAC) The overall Becoming Brooklyn Center project TAC consists primarily of City of Brooklyn Center staff. It will be used to steer the project through regular working meetings. The frequency of the meetings will be approximately every two weeks near the start, to accommodate the fast-track schedule for the Opportunity Site. There will be a secondary TAC focused just on the fast-track Opportunity Site work during the first phase as well. This will include a subset of the larger TAC, as well as representatives from the Alatus development team and their partners. Check-ins are anticipated to be as frequent as weekly, though many of these may be achieved through emails and phone calls rather than in-person meetings. The intent is to provide a time to connect on the fast-developing aspects of the project at this stage. Focus Group Discussions and Interviews The zoning code update has the potential to impact everyone, but has deeper implications for certain groups – particularly the developer, builder, and real estate professional communities. Those more frequent users of the code likely will have more insights into how the code currently functions and what should be done to improve it. It is anticipated this will be done through several focus groups and/or one-on-one interviews of individuals identified through the process. Public Open Houses The overall Becoming Brooklyn Center engagement approach will include at least three open houses. Open houses will be designed to be engaging and accessible for all ages and backgrounds. It is anticipated that some information on the zoning code update be included at each open house. At earlier ones, the content is likely to focus on educational pieces about the code and preference questions regarding issues that need to be addressed. In later ones, this will shift to review and feedback on draft language with a focus on concepts and sections with significant change. Public Engagement Methods Page 3 To help people connect with this technical content, the approach will focus on a “day in the life” type concept, where the participant is invited to follow the story of a typical applicant who is seeking approval for a project. It is anticipated that a side benefit of this approach could be a deeper understanding of how to access city services – and a better sense of what the path towards improving a property looks like. Pop-Up Engagement The project will take engagement to the public through pop-ups at events and locations where people gather. This is an opportunity to meet them where they are and engage them in a non-intimidating way. There will be approximately 4-5 pop-up engagements, primarily during the summer and fall of 2019, though more may be possible with assistance from city staff. The team will use the similar materials and activities to the open house, but scaled for quick and simple interactions. This could include participation in “tabled” events such as street and park festivals, as appropriate, to cast a wide net for in-person engagement opportunities. Events targeted for pop-ups may include some of the following: • Garden city (5/16/19) • BCPP golf tournament (6/7/19) • Saturday market (6/8/19) • Earle Brown Days (6/20/19-6/22/19) • Saturday market (7/13/19) • Riverdale Park (7/24/19) • National Night Out kickoff party (8/5/19) • National Night Out (8/6/19) • Saturday market (8/10/19) • Safety academy (8/13/19-8/14/19) • Other dates to be determined It is anticipated that some of these will be coordinated with the outreach on the public realm and beautification plan. There will be ongoing coordination regarding schedules between the two projects to look for opportunities to combine efforts and maximize impact. Public Engagement Methods Page 4 Online Engagement Online engagement, while not a substitute for in-person outreach, can efficiently and effectively expand the reach of an engagement process. The summary below focuses on how these Become Brooklyn Center tools can be used specifically for zoning code engagement. Project Website The Becoming Brooklyn Center project website. will be used for project information, upcoming events, opportunities to get involved, and places for public comment. It may also provide links to online surveys and other engagement activities, as well as a way to sign up to receive more information on the project. The purpose of the website would be to be a one-stop shop for information on the project. Online Surveys The City of Brooklyn Center has a Polco online survey subscription to solicit feedback from the public. The team will develop a series of engaging questions on relevant topics to distribute via Polco. Results will be used to inform key decisions in project development. It is anticipated that new questions may be circulated as often as weekly, though the exact timing will depend somewhat on the response rate. For the zoning code update engagement, questions may address: • What zoning-related issues are a concern in your community? (e.g. gravel driveways, guidelines for house additions, landscaping and screening, signs, etc.) • Have you had any experience with the implementation of the zoning code? How did that go, and what may have improved it? • What type of new development would you like to see in the community – particularly something that is different than what has been developed in the past? • What improvements would you like to do to your property, or have done by the property owner? What changes would you not like to see? InputID (Online Comment Map) To complement the text questions circulated via Polco, the project team will use InputID™, an online public input application with a customizable interface and tools, to allow for geographically specific feedback. For the purpose of the zoning code update, this can be used for comments where people want to reference specific locations in the area and comment on them. Social Media Campaign Social media is another platform to inform and engage the public. In addition to more informational posts, it is proposed that social media will be used to pose a series of questions. These may be the same as the ones being posted on Polco, or differently focused depending on preference. The responses and comments generated will be summarized along with other comments. Public Engagement Methods Page 5 Communication Tools It is important to widely publicize opportunities for engagement, particularly among groups that are targeted for engagement. A variety of tools will be used to get the word out about the project and opportunities for engagement. Potential tools may include: • Event flyers and postcards • Social media updates • Website postings • Media advisories and press releases • Information shared through the schools or other community-based groups • Email updates via City systems (existing or new email lists) • Information available in public buildings (city hall, community center, library, etc.) • Updates shared through neighborhood and business association networks and meetings • On-site signage • Joint communications with other partners working in the area All communications will be coordinated with City staff. Proposed Schedule Proposed dates for zoning code update engagement include: • June 2019: focus group discussions and interviews • June-July 2019: open house #1 • June-September 2019: pop up events • September-October 2019: open house #2 • February-March 2020: open house #3 Tamika Baskin Brooklyn Center Resident “I assume this task force will be an essential component for the final decision that will impact the geographic zone of your city; thereby; impacting the demographics, affordability, along with the future make up of Brooklyn Center. This task force should be rich in social diversity. I am also am member of the Housing Commission.” Joelene Calvert Brooklyn Center Business Owner We, as a company, have always been interested and involved in the community and city planning. We believe being an active, informed member of the community we operate in is an important part of running a company. Rebecca Crass Brooklyn Center Resident “I gained knowledge and understanding of zoning, development, etc as a resident and former employee who worked with the city planner and planning commission for over 20 years. I believe it is important that the City move in the right direction to sustain housing, industrial and commercial development and redevelopment in the appropriate areas of the city.” Dr. Paul Dettling Brooklyn Center Business Owner “I own and operate a small healthcare business called Dettling Chiropractic Rehab and Performance. With Brooklyn Center being the future of my business it is important to me to provide my input for what the shape of the city will be going forward.” Justin Gastreich Brooklyn Center Resident “I’m interested in helping shape the future of our city.” Michael Greene Brooklyn Center Resident “I'm just looking for opportunities to get involved with my community.” Tim Haroldson Brooklyn Center Resident “I grew up in Brooklyn Center, graduated from Brooklyn Center High School and worked at the former Brookdale Shopping Center for 20 years in Property Management. I currently reside in the city. I have good knowledge of the city and always have the best interest for our community. My background is in Security Management and Retail Property Management/Operations.” Steve Landis Brooklyn Center Resident; former Housing Commission and Finance Commission member “I have always been active in the community. As a former Housing and Finance Commission Chair and active participant in planning for the Opportunity Site, the project greatly interests me. “ Nelima Sitati Munene Employer interest “ACER is an issue based organization that engages mainly the African diaspora community, and the community in general to address issues that impact them and to come up with solutions. We are interested in this project as an organization that has been working to engage the community in Brooklyn Center and beyond on issues that impact the community including land use and community development. We bring a lot of knowledge, expertise and most important relationships with especially disenfranchised communities who are not usually at the table. We are seeking a seat on the committee and as part of the work, we will be bringing the information back to our wider constituency base, as well as bringing ideas from them to the table. We also see this as part of our continued work with the city in continuing to consult with community in cocreating policies that will impact the future changing city of Brooklyn Center.” Jude Nadi Brooklyn Center Resident “I am the president of Minnesota African Coalition - MAC. We are a coalition of organizations and individuals representing the Minnesota African immigrants. We partner and collaborate with cities and other entities to fully engage our people to contribute in the community development where we reside. Our land is a finite resource that requires creativity, diligence and innovation to maximize its uses. I am a general contractor and community organizer. My interest to get more interactions from our community as an African immigrant and share with the community, the planning commission, the staff and other stakeholders to shape the future of our city where all are welcome to live and contribute their best.” Kim Quayson Brooklyn Center Business Owner “I’m a strong supporter of local democracy. I believe that it is essential that members, whether a resident, business owner, property owner or other valuable community partners, play an active role within their community. I’m a minority who is a mom of three awesome children. My youngest, who is 16, is Autistic. I also have been a business owner for over twenty years. My business(es) provides services throughout the State of Minnesota, including Brooklyn Center. My very first job as a youth was in Brooklyn Center. I believe that all voices should be represented within a committee as important as the Zoning committee. I currently own a specialty contracting construction company. My construction company specializes in environmental services (which includes consulting, testing, removal, and other services.) I consult developers, contractors, etc. on a range of topics from diversity to crowdfunding (aka syndication). I would like to understand the planning process from the local government view. It would be a great learning experience in many dimensions, including the “people perspective.” I’ve received many awards including the Community Impact Award from the Minnesota Housing Finance Agency. My long-term goal is to one day own and manage real estate portfolio that would include affordable housing. To conclude, I’m known for being fair and open-minded. I’m also a great listener, come prepared for meetings, have analytic skills (which I believe is an important skill that is sometimes overlooked) and some understanding of issues facing the community (resident, business owners, property owners, etc.).” Diane Sannes Brooklyn Center Resident “Community leader with faith communities, all schools, Metro Transit, Neighborhoods, Environmental issues, seniors/senior housing, businesses, history and more. Interested to learn and provide input as the city pursues new growth around the city and to assist to ensure new developments benefit residents of Brooklyn Center while strengthening city investments in land and infrastructure. “ Judy Thorbus Brooklyn Center Resident “Being a life-long resident of the city and voluntarily serving the 3 Commissions I have always had a genuine interest in what is happening in the city. I subscribed to Brooklyn Center Post, have attended city council meetings and neighborhood meetings, as well as being a neighborhood watch contact and organizer of my neighborhood watch. I have seen and experience Brooklyn Center in her former life and want to have a say in her future!” The following did not apply but expressed interest in serving on the Task Force. Simone Acolsta Brooklyn Center Business owner Francis Best Student Harlan Daud t Brooklyn Center Resident Alexander Koenig Brooklyn Center Resident; Planning Commissioner Joan Schonning Brooklyn Center Resident; Housing Commissioner Steve Schonning Brooklyn Center Resident Laura Vang Brooklyn Center Resident; Multicultural Advisory Committee member City of Brooklyn Center Zoning Task Force Ballot (Vote for up to 12) Tamika Baskin Joelene Calvert Rebecca Crass Dr. Paul Dettlling Justin Gastreich Michael Greene Tim Haroldson Steve Landis Nelima Sitati Munene Jude Nadi Kim Quayson Diane Sannes Judy Thorbus Simone Acolsta Francis Best Harlan Daudt Alexander Koenig Joan Schonning Steve Schonning City of Brooklyn Center Zoning Task Force Ballot (Vote for up to 12) Tamika Baskin Joelene Calvert Rebecca Crass Dr. Paul Dettlling Justin Gastreich Michael Greene Tim Haroldson Steve Landis Nelima Sitati Munene Jude Nadi Kim Quayson Diane Sannes Judy Thorbus Simone Acolsta Francis Best Harlan Daudt Alexander Koenig Joan Schonning Steve Schonning M EM OR ANDUM - COU N C IL WORK SESSION DAT E:8/12/2019 TO :C urt Bo ganey, C ity Manager T HR O UG H:N/A F R O M:Meg Beekman, C o mmunity Development Directo r S UBJ E C T:O pportunity S ite C ommunity Engagement Disc ussion B ackground: O n July 9th, memb ers of the C ity C o uncil rec eived a letter fro m AC E R , s igned b y rep res entatives from C AP I as well as the Lao As s is tance C enter, the Allianc e for Metro p o litan S tab ility, and the Minnes o ta Afric an C o alition. T he letter exp res s ed dissatis faction with the C ity's engagement p ro c es s regarding the O p p o rtunity S ite mas ter planning effo rts and req uested , among o ther things, a community benefits agreement and the utilization of the Eq uitab le Develo p ment P rinc ip les and S c o recard to evaluate the mas ter p lan. C ity staff have been meeting with representatives from C AP I and AC ER , as well as o ther c o mmunity s takeholders over the p as t s everal weeks and mo nths to id entify an ap p ro priate c o mmunity engagement p ro cess. A s uc cessful c ommunity engagement p ro ces s is o ne that has agreed upon o utc omes , is authentic , in which the input is us ed in a genuine manner to better the o utcomes o f stakeho ld ers . It als o mus t have an appropriate and feas ib le timeline in order to allo w p ro jects to p ro gres s , as well as c learly define who the stakeho ld ers and community are up fro nt. Initial d is cus s ions with identified community partners s uc h as AC E R , C AP I , and the Bro o klyn Bridge Allianc e sugges ted that the b es t way to c reate a s et o f shared exp ectations aro und these items would be thro ugh a memo randum of und ers tand ing (MO U). T he c o nc ep t initially was that the C ity wo uld enter into individ ual contrac ts for s ervic e with c o mmunity p artner organizatio ns to have them as sist with the imp lementatio n o f an agreed up o n community engagement strategy, which would be o utlined and id entified via an MO U. As c o nvers atio ns p ro gressed, it bec ame c lear that gathering community s takeho ld ers ; p artner organizations and individ ual res idents , around the same table in the fo rm of a steering c o mmittee work c o llab o ratively towards co-c reating a c ommunity engagement p ro ces s with the C ity, assisting with its imp lementation, and p ro viding input o n the mas ter p lan and community b enefits would be a more effective and equitable ap p ro ach. T his approach was discussed with the C ouncil at their J uly 1 special work session, and the direction was to proceed. S taff has since drafted a proposed O pportunity S ite S teering C ommittee Charter, which is attached to this memo. I t outlines the purposed, functions, membership, and timeline of how this steering committee might function. E ssentially, staff is proposing to invite willing community partners to form a coalition, which would be comprised of representation from communities within Brooklyn C enter that are 1) most affected by the redevelopment project; and 2) communities which have historically been underrepresented in the development process. T he initial community partners would suggest additional members who might be missing from the table and assist with enrolling individual residents who also represent these identified communities. T he primary functions of the steering committee would be to: C o -create and as s is t with imp lementing a c o mmunity engagement plan Evaluate the mas ter p lan thro ugh an equity lens . T he Equity Development S corec ard is o ne ap p roac h that the group c o uld cho o s e to us e that would be intro d uc ed . Identify c ommunity b enefits whic h can b e incorporated into the master d evelopment agreement o r into a community benefits agreement as an ad d endum to the mas ter d evelop ment agreement Timelin e Identifying an agreed upon timeline fo r the co mp letion of this wo rk is c ritic al fo r the s uc cessful progres s ion of the develo p ment, and to reduce uncertainty. S taff is s uggesting that the s teering c o mmittee c o mmenc e its work in Augus t, and that the bulk o f the community engagement ac tivities take plac e in Augus t thro ugh early No vember. T hough additio nal engagement ac tivities will b e necessary beyond this p o int as mo re details are kno wn about P has e I, this will allow the mas ter plan and master develo p ment agreement work to proc eed. T he s teering committee wo uld wrap up its p rimary func tions likely b y F eb ruary; ho wever, once again, ad d itional tasks may be identified as more clarity ab o ut the develo p ment phas es bec ome kno wn. E ngagement O utcomes Having an agreed up o n framework within whic h engagement will b e solic ited and utilized is c ritic al to a s uc cessful pro c es s . it is not reasonab le or fair to as k community memb ers to s p end time p ro viding input on elements of a p ro ject where their inp ut c annot be full used. R ather, it is imp o rtant to id entify what elements o f the agreement are within the sc o p e of influenc e fo r the community. S taff has p rovid ed examp les of community benefits agreements fro m around the country, which are attached to this report. F or the mos t part, in o rd er to get to the level o f detail required within thes e agreements, a mas ter p lan has already been develo p ed and the community and develo p er are working thro ugh s p ecific s related to a final d evelopment plan. Alternatively, c o mmunity b enefits c an b e in the fo rm o f value s tatements or recommend atio ns , an examp le of this is the rec ommend ations that c ame out of LI S C 's C DI works hop s eries that was d o ne with the community earlier this year, whic h is also attached to this report. Ho wever, until a financial p ro forma and feas ib ility model is developed, whic h req uires a fairly d etailed d evelopment p lan, there will not be eno ugh d ata to allo w informed dec is io n making ab o ut spec ific c o mmunity benefits that might be extracted as a res ult of the develo p ment. T hat b eing said , as part of the c reation of a s teering committee it is reasonable to as k the c o mmunity to pro vide input o n the three primary func tions listed ab o ve. P rocess O nce the timeline and engagement outc o mes are identified the ques tion remains as to what the b es t p ro ces s is to achieve the d es ired results. S taff is p ro p os ing the s teering c o mmittee as the p referred proc es s ; however, o nc e the group is formed, part of their wo rk will includ e identifying a community engagement strategy within the framewo rk s et by the C o uncil and as s is ting with its implementatio n. In this way, the p ro cess is c o -created b y the gro up its elf and is therefo re yet to b e d efined. S taff would s ugges t that a good s tarting point for the c o mmunity engagement work wo uld b e with the recommend atio ns that came o ut of the LI S C C DI works hop s eries . T hes e fo rm the b as is of id entified community benefits , and therefore id entifying if there are values and benefits mis s ing fro m this lis t, and checking in with and expand ing up o n this work might be a go o d beginning p o int for the steering c o mmittee. O nce the list o f c o mmunity benefits is identified , d etermining priorities from among the list might be a next s tep fo r the s teering c o mmittee. O nce the primary functio ns o f the s teering co mmittee are complete, if there was an interest from the gro up , s taff could see s ignific ant value in retaining them to provid e overs ight and inp ut on other p ro jects . S p ecific ally, the c o nc ep t of a multi-c ultural event and p erforming art center has come up numerous times as p art o f our conversatio ns with the community. T his steering c ommittee could provid e ins ight into what that might lo ok like in a more d efinitive way. Policy Issues: W hat is an ap p ro p riate and feas ib le timeline for the c o mmunity engagement p ro cess? W hat are ap p ro p riate and feas ib le outc omes o f the community engagement proc es s ? Is there a shared und ers tanding o f these o utcomes? W hat is the bes t proc es s to ac hieve the des ired o utcomes in the neces s ary time p erio d ? Ho w is "c ommunity" d efined, and what c ommunities need to be p art of the proc es s ? W ho are the s takeho ld ers who s hould be invited to the table? S trategic Priorities and Values: Inclus ive C ommunity Engagement AT TAC HME N T S : Desc rip tion Up lo ad Date Typ e Draft O p p ortunity S ite S teering C ommittee C harter 7/15/2019 Bac kup Material Draft P ub lic Engagement Activities and S c hed ule 7/15/2019 Bac kup Material Examp les of C ommunity Benefits Agreements 7/15/2019 Bac kup Material LI S C Wo rks hop S eries - C o mmunity R ec ommend ations 7/15/2019 Bac kup Material City of Brooklyn Center Charter: Opportunity Site Community Steering Committee Sponsor: Meg Beekman, Community Development Director Rationale The City of Brooklyn Center and its community partners have a common interest in helping to transform the Brooklyn Center Opportunity Site through a redevelopment plan that will provide benefits to communities within Brooklyn Center. The rationale for this steering committee is to provide a collaborative space for community partners, stakeholders, and those most affected by the project to assist the City with creating and evaluating a master plan and identifying community benefits. Purpose The Opportunity Steering Committee will advise city staff and the consultant team on the master planning efforts for the Opportunity Site. The Steering Committee will develop and assist with implementing a community engagement process which is equitable, and amplifies voices of those in the community which have been historically underrepresented in the development process. This Steering Committee will inform and guide the development and initial stages of implementation of the master plan, including providing input on the negotiation of a master development agreement and community benefits. It will also provide recommendations which assist the Planning Commission, which is the official recommending body to the City Council on matters related to the master plan, and the City Council in ultimately making the most informed decision. The Opportunity Steering Committee would not vote on the outcome, and group recommendations would be arrived at through consensus-based decision making. The City Council makes the final decision on the adoption and implementation of any plans or related agreements. Objectives The primary objective of this Steering Committee is to engage the community in meaningful and culturally appropriate ways and to inform and guide the City on the following elements of the redevelopment effort: • The evaluation of the Opportunity Site Master Plan through an equity lens • The identification of project values and community benefits to be included either within the master development agreement, or as an addendum in the form of a community benefits agreement • Review and respond to input received from engagement activities, including the Corridor Development Initiative workshops and other activities determined by the Steering Committee to be appropriate Of particular interest is the understanding of community benefits that will be generated by the proposed Opportunity Site redevelopment project. While it is anticipated there will be significant benefits to the community in the form of increased tax base, housing options, and jobs, the City’s role and direct participation in this project leads to greater expectations for public benefit. While these additional items are still being defined, they may include: • Percentage of total new housing units that are affordable • Income limits of proposed new affordable housing • Presence and type of affordable commercial space for businesses • Contractor hiring requirements for construction phase of project, including hiring disadvantaged business enterprises • Ensuring a level of affordability of recreational attractions to city residents • Financial contributions from the developer and/or through financial subsidies generated from the development towards meaningful community-based institutions, programs, or initiatives that benefit the community • Other items as identified through the planning process Steering Committee Membership Steering Committee members will be selected with the goal of amplifying voices from the community of those most impacted by the redevelopment and of populations historically underrepresented in the development process. Steering Committee members will be a combination of project stakeholders, community-based organizations, and individual residents. Membership will include approximately 15 community members and agency representatives. Community organizations initially identified as possible Committee members are: • African Career, Education & Resource (ACER) • Centre for Asian and Pacific Islanders (CAPI) • Liberian Business Association (LBA) • Organization of Liberians in Minnesota (OLM) • Brooklyn Bridge Alliance (BBA) • Community Emergency Assistance Programs (CEAP) • Brooklyn Center School District Willing partners from the above list will identify what other organizations might be missing and which communities within Brooklyn Center need to be represented through individual members. These populations may include: • Residents from west African communities • Residents from the Latinx community • Residents from the African American/Black community • Residents from the Hmong community • Youth • Renters Other stakeholders in the development will also be represented within the Steering committee. This will include: • City • Developer • Hennepin County • Owner/operator of nearby rental property Member Responsibilities Members of the Steering Committee may be compensated for their participation. Compensation will be based on terms set by the City through a cooperative service agreement. The expectations for members include: • Prepare for and actively participate in scheduled committee meetings • Represent community issues and concerns which participants are aware of from their role in the community • Co-create and contribute to the implementation of a community engagement process. This may include individual outreach to other community members to solicit input to inform the process, attendance at community events and meetings that include engagement efforts, and/or organizing listening sessions with community members • Make presentations to the Planning Commission and City Council regarding the activities of the Steering Committee. Time Commitment • The meeting schedule and frequency will be determined by the Committee members, but meetings will likely be not less than monthly. Meetings will begin in September and are initially expected through February, though based on the development schedule may extend beyond that. • The most significant community engagement efforts are anticipated to take place in September and October 2019. • Additional time may be needed to review materials in advance of the meetings. • Meeting times will be chosen based on the availability of members. • Total time commitment is estimated to average 10-20 hours monthly for individual members during the months the committee meets. This number may be higher for agency representatives, based on negotiated terms of a separate contract. Meeting Schedule While specific dates have not yet been chosen, there will be at least 4 meetings during a 2-3 month period. The purpose of the meetings will be discussed and shaped at the kickoff meeting, so future agendas and related assignments may be subject to change. • Meeting #1: Kickoff, progress to date, overall format, and meeting schedule • Meeting #2: Community stakeholders, interests, and perspectives. Introduction of the Equitable Development Scorecard as a tool to evaluate the project through an equity lens. Drafting of community engagement plan • Meeting #3: Master plan alternatives, benefits, and key decision points • Meeting #4: Group recommendations and direction for future actions Meeting Agendas and Notes • Committee members will receive the upcoming meeting agenda and materials no less than 1 week before the scheduled meeting. • Meeting notes and follow-up materials will be distributed to Committee members via email within 1 week after meeting. Becoming Brooklyn Center: Draft Phase II Public Engagement Schedule March • Project Initiation and Kickoff • CDI Workshop: Gathering Information April • CDI Workshop: Block Exercise • CDI Workshop: Developer Discussion • Community Health Fair Pop Up: Blocks and Development Preferences • Community Partner Outreach • Project Fact Sheet and Website May • CDI Workshop: Framing Recommendations • MAC Workshop: Prioritizing Recommendations • Continue Community Partner Outreach June • City Council: LISC CDI Workshop Presentation of recommendations to Council • Earle Brown Days Pop Up Community meeting: Priorities for Improvements • Continue Community Partner Outreach • Community Partners: Draft MOU for Engagement Support • On-Site Signage Installation • Initiate discussion with Women Venture and ACER regarding entrepreneur engagement and capacity building program July • City Council: Master Plan Presentation and MOU Review • Saturday Market: Community Priorities for Improvements • Community Partner Engagement Initiation • Community Partner Stakeholder Recruitment • Engagement activity series with Brooklynk interns August • National Night Out Pop Ups: Master Plan Concepts and Priorities for Improvements • Board and Commission Updates o Planning Commission o Housing Commission o Multi-cultural Advisory Commission o Park and Recreation Commission • Hire Community Engagement Intern • Opportunity Site Steering Committee Meeting #1: Plan Overview and Goals o Introduction of members and topic o Project background and work to date o Goals, aspirations, and needs of the community o Introduction of Equity Scorecard o Co-creating community engagement plan September • Open streets event on John Martin Drive • Public Open House #1 on Master Plan and other topics • Sun Foods Farmer’s Market Pop Up meeting • CEAP Farmer’s Market Pop up meeting • Board and Commission Updates (Continued) • Opportunity Site Steering Committee Meeting #2: Community stakeholders, interests, and perspectives o Choices and decisions o Priorities and focus areas for master plan o Priorities for community benefits o Drafting of community engagement plan October-November • Public Open House #2 on Master Plan/Other Topics • City Council and Planning Commission Work Sessions to check-in on results of public engagement process • Refine Master Plan based on community input • Draft and refine Master Development Agreement to include community identified benefits • Opportunity Site Steering Committee Meeting #3: Master Plan alternatives, benefits, and key decision points o Exploring project alternatives o Evaluation of Master Plan utilizing Equity Scorecard o Priorities for community benefits December • Opportunity Site Steering Committee Meeting #4: Group recommendations and direction for future actions o Presentation to Planning Commission and City Council January • Adoption of Master Plan Beyond January • Negotiate with developer on Master Development Agreement points • Continue to refine negotiated items in master development agreement related to community benefits. Examples may include: o Percent of affordable commercial space o Mechanism to maintain and perpetuate affordable commercial space o Local and/or DBE contractor hiring percentages o Affordability bands for housing units o Other items to be determined through engagement process • Adopt Phase I development plan • Adopt Master development agreement For information: Somerville Community Corporation, 617.776.5931, info@somervillecdc.org, www.somervillecdc.org National Examples of Community Benefits Agreements (CBAs) Source: The Partnership For Working Families (proud supporter of the Union United coalition) CBAs Currently in Effect Kingsbridge Armory CBA (New York City): In April 2013, the Kingsbridge Armory Redevelopment Alliance (KARA), a broad-based coalition of community organizations, entered into a comprehensive CBA regarding the redevelopment of the Kingsbridge Armory, in the Northwest Bronx. The project, an ice sports center, will include nine hockey rinks, a 5,000-seat arena and a 50,000-square-foot community space. Shortly after announcement of the CBA, the developer who had entered into the agreement was selected by the City of New York to build the project. Under the CBA, the developer agreed to: ● a “wall to wall” living wage payment requirement, covering all workers within the project; ● a requirement that at least 25% of construction employees be targeted workers; ● a requirement that at least 51% of non-construction workers within the project be local workers, with first priority placement of underemployed residents of the immediate neighborhood; ● an $8,000,000 initial contribution, plus substantial ongoing contributions, to a coalition-controlled fund that may be used for specified community needs; ● a grant program for local businesses that employ large numbers of local workers; ● local contracting, M/WBE utilization, and local procurement requirements; ● extensive green building measures and community consultation on environmental issues; ● priority community access to the project’s athletic facilities; ● and formal structures for community-based oversight and enforcement of CBA commitments. As the first strong, community-driven CBA in New York City, the Kingsbridge Armory CBA is a major step forward for the community benefits movement. Bayview-Hunters Point CBA (San Francisco, CA): In late May 2008, the San Francisco Labor Council, ACORN, and the San Francisco Organizing Project (SFOP) entered into a community benefits agreement regarding a major development project in the Bayview-Hunters Point neighborhood of San Francisco. Under the CBA, Lennar, a national housing developer, agreed that if the project moves forward, Lennar will: ● ensure that 32% of housing units built within the project are affordable, at a range of income levels; ● provide over $27 million in housing assistance funds targeted to neighborhood residents, including down payment assistance enabling additional units to be sold below market rates; ● provide over $8.5 million in job training funds targeted to neighborhood residents; ● ensure that all project employers participate in a state-of-the-art local hiring program; and ● ensure labor peace (i.e., card check / neutrality) in key industries within the project: grocery stores, hotels, and certain service contracts. Since all of these benefits are contained in the CBA, they are legally binding and enforceable by the Labor Council, ACORN, and SFOP. Hill District CBA (Pittsburgh, PA): In August 2008, Pittsburgh United joined with unions and several community groups in the Hill District neighborhood as the One Hill Coalition and recently entered into a CBA with the Sports and Exhibition Authority of Pittsburgh and Allegheny County, the County of National Examples of Community Benefits Agreements (CBAs) Source: The Partnership For Working Families (proud supporter of the Union United coalition) 2 For information: Somerville Community Corporation, 617.776.5931, info@somervillecdc.org, www.somervillecdc.org Allegheny, the City of Pittsburgh, the Urban Redevelopment Authority of Pittsburgh, and the developers and operators of the Pittsburgh Penguins’ sports arena, an anticipated arena hotel and adjacent redevelopment projects.The CBA provides for the following community benefits: ● the establishment of a steering committee with representatives appointed by City officials and the Coalition to oversee the creation of a Master Plan for the Hill District with extensive community participation. In addition, the developers agreed to quarterly meetings with community members on the development and construction of the new arena. ● $1,000,000 from both the City and the developers toward the local governments’ goal of securing a grocery store within the Hill District by the end of 2009.The local governments agreed to ensure that: (a) the grocery store operator uses the CareerLink/ the Hill District Resource Center to secure referrals of applicants that are Hill District residents for jobs created at the grocery store (b) the grocery store operator provides a range of healthful and affordable food and a full service pharmacy for Hill District residents; and (c) the grocery store is a full service grocery store that contains a minimum size of 25,000 square feet. ● creation and funding by the coalition and the local governments of a model first source referral center to provide or coordinate job preparation, counseling, training and supportive services, and to serve as a first source referral of qualified Hill District residents to employers connected with the project. The city and Allegheny County agreed to provide $150,000 a year for at least two years to start the program. ● targeted outreach to, and pre-bid meetings with and workshops for, local, minority and disadvantaged businesses related to business opportunities associated with the new arena. ● a formal review by the local government entities, under the oversight of the steering committee, of the services being provided to residents of the Hill District. ● the creation by the coalition and the developers of a Neighborhood Partnership Progra m (NPP), to be funded by the Pennsylvania Neighborhood Assistance Act, to address critical needs in the Hill District. ● assistance by the local governments and the coalition to the Pittsburgh YMCA in developing a multi-purpose center for youth, family and seniors in the Hill District community. Gates Cherokee CBA (Denver, CO): In February of 2006, FRESC and the coalition members of the Campaign for Responsible Development secured a set of Community Benefit Achievements at the site of the former Gates Rubber Factory.These achievements were the result of more than three years of research, advocacy, organizing, leadership from the city and elected officials, and a process of dialogue with the private developer. The redevelopment project, undertaken by developer Cherokee Investment Partners, is a 50+ acre, $1 billion brownfield located on a light rail transit line and at the intersection of I-25 and Broadway in central Denver.(A brownfield is an abandoned, idled, or underused industrial or commercial facility wh ere expansion or redevelopment is complicated by real or perceived environmental contamination.) Cherokee sought $126 million in public subsidies and taxing authority to support the clean-up and redevelopment of the site into a mixed-use, transit-oriented development that will include retail, offices, housing and open space. The CRD took the position that any project receiving that magnitude of public support should meet principles of responsible development and provide community benefits. National Examples of Community Benefits Agreements (CBAs) Source: The Partnership For Working Families (proud supporter of the Union United coalition) 3 For information: Somerville Community Corporation, 617.776.5931, info@somervillecdc.org, www.somervillecdc.org Benefits inclu de: ● landmark Affordable Housing Plan that not only exceeds the Inclusionary Housing Ordinance (IHO) in for-sale affordable units but also includes hundreds of affordable rental units targeting the income levels of Denver’s greatest need. ● construction of 150 affordable, for-sale units out of 1,500 total for -sale units (10%). ● construction of 200 low -income rental units out of 1,000 (20%). ● a commitment to conform with state, federal, and local handicapped accessibility standards, ensuring that all housing uni ts are accessible or accessible -convertible. ● a unique agreement that excludes low -road big-box grocery stores like Super Wal -Mart who undercut existing good jobs in the grocery industry through poverty wages /inadequate health care. ● cooperation and participation with the neighborhood coalition Voluntary Cleanup Advisory Board (VCAB) that is monitoring the cleanup and communicating cleanup issues to affected neighbors. ● an unprecedented agreement to pay prevailing wages and benefits for every construction worker engaged in the publicly -funded construction of site infrastructure and maintenance of public spaces and facilities. ● an unprecedented agreement to extend Denver’s Living Wage Ordinance to include parking lot attendants and security personnel employed at the site’s public facilities. ● an enhanced “First Source” local hiring system that promotes recruitment of local residents to fill new positions and, for the first time, prioritizes immediately adjacent low -income neighborhoods. Denver’s Office of Econ omic Development is now employing, for the first time, an explicit “public benefits framework” to outline the public financing package for this project. LAX CBA (Los Angeles, CA): In December of 2004, a broad coalition of community -based organizations and labor unions in Los Angeles entered into the largest CBA to date, addressing the Los Angeles International Airport’s $11 billion modernization plan. The CBA is a legally binding contract between the LAX Coalition for Economic, Environmental, and Education al Justice and the Los Angeles World Airports (LAWA), the governmental entity that operates LAX. The benefits obtained through this CBA campaign have been valued at half a billion dollars. The bulk of these benefits are set forth in the LAX CBA; the airpor t’s commitments to two area school districts are set forth in side agreements that were negotiated as part of the Coalition’s CBA campaign. The CBA has been hailed by both local policy -makers and the administrator of the Federal Aviation Administration as a model for future airport development nationally. The wide range of benefits include: ● $15 million in job training funds for airport and aviation -related jobs; ● a local hiring program giving priority for LAX jobs to local residents and low -income and special needs individuals; ● funds for soundproofing affected schools and residences; ● retrofitting diesel construction vehicles and diesel vehicles operating on the tarmac, curbing dangerous air pollutants by up to 90%; ● electrifying airplane gates to elimina te pollution from jet engine idling; ● funds for studying the health impacts of airport operations on surrounding communities; and ● increased chances for local, minority, and women -owned businesses in the modernization of LAX. The CBA has detailed moni toring and enforcement provisions, enabling Coalition members to ensure implementation of these benefits and to hold accountable the responsible parties. National Examples of Community Benefits Agreements (CBAs) Source: The Partnership For Working Families (proud supporter of the Union United coalition) 4 For information: Somerville Community Corporation, 617.776.5931, info@somervillecdc.org, www.somervillecdc.org Hollywood and Vine CBA (Los Angeles, CA): The famous corner of Hollywood and Vine in Los Angeles is the site of a landmark $326 million, mixed-use, transit-oriented development. In 2004, a broad coalition of neighborhood, environmental, labor and faith-based groups negotiated a CBA with developer Gatehouse Capital to help the project spark the revitalization of the surrounding community. Among other things, the developer agreed to: ● Strive to ensure that at least 70% of the on-site jobs pay a living wage ● Institute a first source hiring policy targeting local, low-income residents ● Provide $75,000 to job training programs ● Provide $15,000 to fund a health care access outreach program ● Include a union hotel ● Make 20% of the total rental apartment units affordable, with one-third affordable to households making 50% of the area median income (AMI), one-third affordable at 80% AMI, and one-third affordable at 120% AMI CIM Project CBA (San Jose, CA): Working Partnerships USA (WPUSA) and a broad coalition of service employees’ unions, building trades, small businesses, environmental advocates, neighborhood groups, and child care advocates obtained the following commitments in the 2003 amended development agreement for the $140 million multi-use CIM Project in San Jose. The project is receiving a subsidy of about $40 million from San Jose’s redevelopment agency. ● living wages for employees of the development’s parking garage; ● a project labor agreement for the construction of the project; ● increased affordable-housing requirements; ● guaranteed space in the development for small businesses, and a marketing program to make local small businesses aware of project opportunities; ● a commitment to work toward low-cost space for a child-care center; ● and a commitment to seek living wage jobs if a grocery store, department store, or hotel becomes part of the project. Marlton Square CBA (Los Angeles, CA): In 2002, a coalition of community-based organizations entered into a CBA with the developer of the $123 million retail and housing Marlton Square redevelopment project in Los Angeles. The CBA included developer commitments to: ● dedicate space within the development for a community services facility, such as a community center, youth center, or job training center, according to needs determined through a community process; ● require employers in the development to hire through a first source hiring policy; and ● take specified steps to achieve a 70% living wage goal. ● The CBA was incorporated into the master agreement the developer signed with the city. Staples Center CBA (Los Angeles, CA): In May of 2001, a broad coalition of labor and comm unity-based organizations – the Figueroa Corridor Coalition for Economic Justice – negotiated a comprehensive CBA for the Los Angeles Sports and Entertainment District development, a large multipurpose project that will include a hotel, a 7,000-seat theater, a convention center expansion, a housing complex, and plazas for entertainment, restaurant, and retail businesses. Public subsidies for the project may run as high as $150 National Examples of Community Benefits Agreements (CBAs) Source: The Partnership For Working Families (proud supporter of the Union United coalition) 5 For information: Somerville Community Corporation, 617.776.5931, info@somervillecdc.org, www.somervillecdc.org million. The CBA is usually referred to as the “Staples CBA” because the project is located adjacent to the Staples Center sports arena, which was developed by the same company. The Staples CBA was a tremendous achievement in several respects. It includes an unprecedented array of community benefits, including: ● a developer-funded assessment of community park & recreation needs, and a $1 million commitment toward meeting those needs; ● a goal that 70% of the jobs created in the project will pay the City’s living wage, and consultation with the coalition on selection of tenants; ● a first source hiring program targeting job opportunities to low-income individuals and those displaced by the project; ● increased affordable housing requirements in the housing component of the project, and a commitment of seed money for other affordable housing projects; ● developer funding for a residential parking program for surrounding neighborhoods; and ● standards for responsible contracting and leasing decisions by the developer. These many benefits reflect the very broad coalition that worked together to negotiate the CBA. The coalition, led in negotiations by Strategic Actions for a Just Economy, LAANE, and Coalition L.A., included over 30 different community groups and labor unions, plus hundreds of affected individuals. These successful negotiations demonstrate the power community groups possess when they work cooperatively and support each other’s agendas. Multi-Parcel Standards in Effect Atlanta Beltline (Atlanta, GA): In 2005, Georgia Stand-UP succeeded in attaching community benefits language to a City ordinance authorizing almost $2 billion in public funding over a 20-year period for transit-oriented development. The Atlanta BeltLine project involves the development of a 22-mile light rail transit loop encircling the city. The $2.8 billion project is expected to take 25 years and will include transit- oriented design, including multi-use trails, as well as 1200 acres of green space, affordable housing, brownfield remediation, historic preservation, and public art. The 2005 city resolution that created the BeltLine Tax Allocation District (TAD) included several community benefits principles that will apply not to an individual project, but to every project within the Beltline redevelopment area. These include: ● Section 11- establishes the BeltLine Affordable Housing Trust Fund, created by setting aside 15% of the net proceeds of every TAD bond issued to develop 5,600 units of affordable housing ● Section 12- establishes an Economic Incentives Fund by setting aside a portion of each TAD bond issuance that will incentivize private development in targeted areas of the BeltLine that have historically experienced disinvestment, poverty and unemployment. ● Section 19- requires that all capital projects that receive TAD bond funding will have attached “certain community benefits principles, including but not limited to: prevailing wages for workers; a ‘first source’ hiring system to target job opportunities for residents of impacted low-income BeltLine neighborhoods; establishment and usage of apprenticeship and pre -apprenticeship programs for workers of impacted BeltLine neighborhoods.” Additionally, “a more complete list of such principles and a community benefit policy shall be developed with community input and included within the agreements to be approved by City Council.” The Atlanta BeltLine project is an excellent example of how to apply CBA principles to large parcels of development, without losing the fundamental step of community involvement. ALATUS / BROOKLYN CENTER DEVELOPMENT GUIDELINES Sponsored by: ALATUS / BROOKLYN CENTER 1 DEVELOPMENT GUIDELINES OVERVIEW The former Brookdale Ford and Brookdale Square sites at Bass Lake Road and Shingle Creek are two key properties within a larger 81-acre area known as the Opportunity Site. This area has long been a key opportunity for the City of Brooklyn Center. The size of the site, central location, and easy freeway and trail access offers great potential in two important ways: 1.) To create a downtown center and signature destination that offers green space, is well maintained, and has appropriate amenities that will drive our future economic growth, and 2.) Serves the entire community that calls Brooklyn Center home, which is diverse, evolving, and entrepreneurial. Previous studies and assessments (2002 Calthorpe Study, 2006 Damon Farber Associates’ Master Plan, and the 2030 Comprehensive Plan Update) all point to the great potential of the site as a mixed use, walkable town center. Yet the vision has not been realized due to the fiscal challenges of site assembly and struggling market conditions during the Great Recession. In response, the City of Brooklyn Center’s Economic Development Authority (EDA) began proactively acquiring property within the Opportunity Site in 2008. This includes the former Brookdale Ford site and former Brookdale Square site, as well as two other smaller parcels. In total the EDA has acquired approximately 35 acres of the total redevelopment area. In March 2018 the EDA entered into an agreement with Alatus, LLC to master develop the site. ALATUS / BROOKLYN CENTER 2 DEVELOPMENT GUIDELINES As master developer for the Brookdale sites, Alatus is committed to building elements that will benefit the community. To achieve that goal they have partnered with the City of Brooklyn Center and LISC’s Corridor Development Initiative to listen to and engage the community through a series of public workshops. These recommendations will inform Alatus and the City of Brooklyn Center as they refine their concepts for the site. The input gathered will also inform other development sites throughout the City of Brooklyn Center as they unfold. In addition, the City is working with consultants Bolton & Menk, Cuningham Group, and KimbleCo to update the 2006 Master Plan and complete an implementation strategy in cooperation with Alatus. Above: Existing conditions on the Opportunity Site. ALATUS / BROOKLYN CENTER 3 DEVELOPMENT GUIDELINES Demographic Update: WHO IS BROOKLYN CENTER TODAY? Highlights of current Brooklyn Center demographic, economic, and housing stats include: • Nearly 60% of Brooklyn Center residents are people of color or non-white • Unlike the broader metro region, which is aging, Brooklyn Center’s population grew younger between 2000 and 2010 (Median age is 32.8), and 40% of the households have children • Brooklyn Center’s median household income was $44,855 in 2015 • Brooklyn Center residents use transit at higher rates, and over 19% of residents are below the poverty level ($24,563 for a family of four in 2016) • 21% of residents were born outside of the United States (highest percentage of foreign born residents in the Metro Area) • Of the 11,603 housing units in Brooklyn Center, 37% are rental units (single family and multifamily residential) • 71% of housing units are single-family, and 29% are multifamily (most of which was constructed in the 60s and 70s) • 2019 median home values for Brooklyn Center are $198,000 • Average monthly rent in Brooklyn Center is $981 (2017) • 93% of housing units are considered affordable, largely due to their age and condition. Only 5% of housing is publicly subsidized for long-term affordability • Housing stock is fairly homogenous which results in lack of choice (e.g. most are less than 1,500 SF) • The Metropolitan Council projects a demand of 2,258 new housing units in Brooklyn Center by 2040. ALATUS / BROOKLYN CENTER 4 DEVELOPMENT GUIDELINES DESCRIPTION OF THE REDEVELOPMENT SITE: The larger Opportunity Site Study Area – approx. 81 acres – is located north of Bass Lake Road, east of Shingle Creek Parkway, south of Summit Drive and west of State Highway 100. Within the larger site lies the 35 acre city-owned redevelopment site, currently assigned to Alatus LLC who will serve as Master Developer, bordered by Shingle Creek Parkway, Bass Lake Road, and John Martin Drive. The City’s vision for the site is to be an inviting, attractive, walkable, mixed use and vibrant downtown which: • Provides for a variety of housing types to assist with the diversifying the City’s housing stock, • Produces places for people to gather together and recreate, • Leverages nearby amenities, • Allows local businesses to thrive, and • Benefits existing and future residents Alatus is excited about the potential of the redevelopment site, and intends to make it a distinctive and loved location. With multiple job opportunities in the area, new housing options will allow people to live near their jobs. Who would have imagined that Topgolf would be the success that it is? But it would benefit from a walkable area that is connected and vibrant. Housing will likely be the driver of the development, and will include smaller retail spaces for local businesses – a great way to support emerging entrepreneurs from the community’s diverse cultural backgrounds. Alatus is working closely with the City, Hennepin County, Three Rivers Park District, Metro Transit, MnDOT, and the Metropolitan Council to deliver on what the community wants. Their objective is to leave a legacy for the community. ALATUS / BROOKLYN CENTER 5 DEVELOPMENT GUIDELINES DEVELOPMENT GUIDELINE RECOMMENDATIONS Four guiding principles emerged from the community workshops that reinforce a sense of community pride in Brooklyn Center: • Embrace the growing diversity of the community • Produce places that bring the community together • Create a vibrant and distinctive destination for the community and the region • Consider sustainability in the design of the development (Emergy) These principles are incorporated into these areas of investment: I. Economic Vitality A. The growing diversity of the community is a strength that should be nurtured through culturally focused businesses and ethnic cuisine, retail, and services. B. Consider a co-working and/or business incubator space similar to the Midtown Global Market to support local entrepreneurs and small businesses. C. Prioritize spaces for local businesses over national retail chains. D. Build an entertainment district that enhances other surrounding uses, such as Topgolf entertainment complex (e.g. sports themed). E. Explore options for arts related spaces, such as theater, music, movies, dance, etc. (entertainment uses that will do well in the market or fill an existing gap). F. Prioritize businesses that provide living wage jobs. G. Thrift stores and reuse centers. H. Cooperative food stores or grocery stores. I. Create things for people to do (e.g. theaters, nightlife, restaurants, bowling, etc.). J. Consider a downtown main street (e.g. Excelsior and Grand in St. Louis Park). K. Consider a campus for health related businesses and services. L. Event center with lodging that is youth friendly/sports complex. M. Regional destination for entertainment. N. Consider a corporate campus or prestigious office space. O. Embrace a green footprint and green economy (e.g. solar, green energy) ALATUS / BROOKLYN CENTER 6 DEVELOPMENT GUIDELINES II. Housing A. Increase the opportunity for people to live and work in the area. B. Include housing options that support a range of household incomes and sizes, and are accessible C. Consider live/work space. D. Provide a mix of ownership and rental housing options. E. Include higher-end rental housing products geared to young urban professionals (potential to be future long term residents). F. Promote quality craftsmanship and design that enlists unique architectural styles and sustainable and recyclable materials. G. Consider affordable and market rate senior and accessible housing. H. Work to ensure well-managed and maintained multifamily housing. I. Consider townhomes or condominiums for affordable homeownership options. J. Greater housing density should be encouraged on the site K. Proactively address the concerns over gentrification by anticipating and planning to prevent it. L. Address housing for veterans and homeless. Above: Existing land-uses near the Opportunity Site. ALATUS / BROOKLYN CENTER 7 DEVELOPMENT GUIDELINES III. Public Spaces and Connections A. Consider spaces for youth and young families, such as community centers. B. Create a multicultural center that could be used for events, classes and training, celebrations, and other activities. C. Consider education-focused elements (i.e. trade schools, higher education, schools, daycares, etc.) D. A downtown center that serves as a center of gravity for the City of Brooklyn Center. E. Gathering places with outdoor seating, places for children and family reunions, open air market, and multi-purpose area. F. Connect trail systems to encourage multi-modal access (including pedestrians, bikes, mechanized vehicles, etc.) and create a flow to the district. G. Utilize landscaping and streetscape amenities to create stronger pedestrian and bike district. H. Civic center (e.g. recreation center, fun zone, skate-park, bowling alley, etc.). I. Improve transit areas to safer, pedestrian friendly, and desirable to use. J. Add green space, landscaping, or pocket parks to soften the built environment. K. Consider a hotel and indoor aquatic park for children and families. L. Create a botanical garden as a way of generating revenue for green space. M. A dog park. Above: Existing transit & landscaping near the Opportunity Site. ALATUS / BROOKLYN CENTER 8 DEVELOPMENT GUIDELINES FOR FURTHER INFORMATION, CONTACT: Meg Beekman City of Brooklyn Center 763-569-3305 mbeekman@ci.brooklyn-center.mn.us M EM OR ANDUM - COU N C IL WORK SESSION DAT E:8/12/2019 TO :C urt Bo ganey, C ity Manager T HR O UG H:Meg Beekman, C o mmunity Development Directo r F R O M:Brett Angell, Busines s and Workfo rce Development S p ec ialis t S UBJ E C T:Dis cus s io n o n S electing a P ropos al to Build a R es id ential Ho me on EDA-O wned P rop erty Lo cated at 5355 Emers o n Ave N Recommendation: - It is recommended that th e E conomic D evelop men t Au thority consider p roposals to develop a n E D A- own ed prop erty loca ted a t 5 3 5 5 E merson Ave N a n d select a p roposal for the constru ction of a resid ence on the p roperty. B ackground: At the O cto ber 8th, 2018 Econo mic Develop ment Authority meeting, the EDA approved the acquis ition o f 5355 Emerson Avenue North fro m Hennepin C o unty Tax F o rfeited Lands. At the time of acquis ition, the intent was to c ombine the p arcel with 5357 Emers o n Avenue North, whic h the EDA acquired in August of 2016. Eac h parc el alone does not c urrently meet the lot size req uirements for a s ingle-family ho me in the R -2 zo ning d is tric t. In o rd er to meet c urrent C ity s tand ard s to make it a b uildab le s ite, the lots wo uld b e required to b e c o mb ined . S taff worked d irec tly with C arls o n Mc C ain to replat the p ro p erties combining them into o ne lo t. T he combined lot meets all s tandards req uired for lo t s ize and has a total ac reage of 0.25. T he p reliminary and final p lat was b ro ught b efo re the C ity C ounc il and unanimous ly recommend ed fo r approval at the July 22nd meeting. S taff are currently working to have the final p lat recorded with Hennepin C ounty. With the lo ts c o mb ined, the p ro p erty c an no w have a s ingle-family res id enc e b uilt on the lo t. T he C ity releas ed a R eques t for P ro p o s als (R F P ) s o liciting offers for the lot to be d eveloped . T he R F P was s ent direc tly to o ver 15 loc al b uilders o r loc al residents who have previo usly exp res s ed interes t in the property. R equirements fo r the p ro p os als inc luded the proposed p urc has e pric e for the land with a minimum p urc hase p rice b eing $30,000, ho me d etails (i.e. number o f bedroo ms , b athro o ms , garage spac es , etc .), and architec tural renderings o f the p ro p os ed home. T he proposal req uired that any home to b e built wo uld b e for the c o nstruc tion of an o wner-o cc upied res idence and not a rental p ro p erty. T he C ity received a to tal o f four bids fo r the p ro p erty, three of which met the requirements of the R F P. T he first prop o s al that was rec eived was from No vak-F leck. T his p ro p o s al lis ted a proposed p urc hase pric e o f the land as $45,000 fo r the cons tructio n of a 1,204 s quare foot split-level ho me with three b ed ro o ms and two bathrooms . T he home would feature a s tone, vinyl s hake, and vinyl s iding facade. T he proposed ho me would also inc lud e a two -car attached garage. Novak-F lec k has b een active within the C ity o f Bro o klyn C enter and has b uilt many infill homes within the C ity. T he anticipated sale pric e of the ho me wo uld b e ap p ro ximately $290,000. T he sec o nd propos al received was from Tollb erg Ho mes , b as ed out o f Ano ka. T his proposal inc luded a p ro p o s ed purc has e p rice o f $40,000 for the c ons tructio n o f a 2,250 s q uare foot s plit-level home with five b ed ro o ms and three bathrooms. T he propo s al includ es an attac hed three c ar garage. T he home would feature a c ultured s to ne, vinyl s hake and vinyl s id ing fac ade. Tollberg Homes has wo rked extensively with s urrounding c o mmunities, includ ing C rys tal, o n infill home d evelopment. T he antic ip ated s ale pric e for this home would b e approximately $320,000. T he third p ropos al is from Lennie C his m, who will b e wo rking d irectly with a b uilder who spec ializes in the cons tructio n of s hipping container ho mes . Mr. C his m is proposing to b uild a 3,500 s q uare fo o t home with five b ed ro o ms and fo ur b athro o ms with a detac hed three and a half c ar garage that wo uld b e ac cessed off o f the alleyway. T he p ro p o s ed purchas e pric e fo r the p ro p erty is $31,000. T he p ro p o s al wo uld b e to build the home o ut of approximately 8-10 metal ship ping c ontainers . T he d etac hed garage would be cons tructed o ut of three additio nal c o ntainers. Mr. C hism has intentions to be the owner and oc c up ier of the ho me if this p ro p o s al is s elec ted. T he fourth pro p o s al does not meet the req uirements of the R F P regard ing the minimum p urc hase p rice and the req uirement for the property to b e owner o cc up ied . T he p ro p o s al is fro m BAT C - Ho using F irs t Minnes o ta F o und ation, Minnes o ta Assistanc e C ounc il fo r Veterans (MAC V), and Lennar Homes Minnesota whic h s o ught to c ons truc t a 2,500 s q uare fo o t home with four bedrooms and three b athro o ms . T he home would b e a part of the "Ho me for Hero es " program whic h build s transitio nal hous ing res id enc es for veterans who are experiencing ho meles s ness. T he Homes for Hero es program c urrently has three properties within the Twin C ities metrop o litan area. S inc e this p ro p o s al d o es no t meet the requirements o f the R F P, it is no t eligible for d evelopment of this lot. However, this program c ould be b enefic ial for the EDA to d is cus s further for other p o tential lo ts within the C ity. F urther disc us s io n regarding the Homes fo r Hero es program will oc cur at a future works es s ion Up o n s election of a proposal fo r the d evelop ment of p ro p erty, staff will work direc tly with the s elected d eveloper o n a p urc has e agreement fo r the property b as ed on the p ro p o s ed p urc has e p rice in the R F P. T he p urc hase agreement will be b ro ught forward to a future EDA meeting for a p ublic hearing and c o nsideration. T he selec ted develo p er will have o ne year from the c lo s ing date to sub s tantially c omplete the cons truction of the residence. Policy Issues: W hich p ro p o s al s ho uld b e selec ted for the develo p ment of E DA-owned p ro p erty loc ated at 5355 and 5357 Emers o n Ave N? S trategic Priorities and Values: Targeted R edevelo p ment AT TAC HME N T S : Desc rip tion Up lo ad Date Typ e R eques t fo r P ro p o s als 8/5/2019 Bac kup Material Novak-F lec k P ropos al 8/5/2019 Bac kup Material To llb erg Homes P ro p o s al 8/5/2019 Bac kup Material Lennie C hism P ropos al 8/5/2019 Bac kup Material 1 Request for Proposals (RFP) Single Family Home Lot 5355 Emerson Ave N Opening Date: July 11th, 2019 Due Date: July 31st, 2019 by 4:30 P.M. 2 COMMUNITY PROFILE The City of Brooklyn Center, Minnesota is a first-ring community seeing an increased development interest due to the proximity to the urban core, land prices, access within the region and numerous community amenities. The City of Brooklyn Center is one of the youngest and most diverse communities in the Twin Cities Metropolitan Region and experiencing increased demand in housing which accommodates new and growing families. The continued private and public investment into the community has set-up Brooklyn Center to be a thriving community for years to come. The Economic Development Authority of Brooklyn Center seeks to acquire blighted or vacant residential parcels within the existing neighborhoods to allow for the redevelopment of these parcels into new single family residential homes. The new homes provide additional new construction options within established single-family residential neighborhoods where many of the homes were built during the 1950s or 1960s. PROPOSAL GUIDELINES This request for proposals (RFP) is designed to sell a residential lot for the construction of a new single family residential home. The Economic Development Authority of Brooklyn Center (EDA) is authorized to work with and sell properties for redevelopment purposes. All proposals received by the deadline of July 31st, 2019 will be reviewed by the EDA at the August 12th, 2019 EDA meeting. The preferred proposal will be selected at that date. Upon selection of the preferred proposal, City staff will work with selected party to prepare a purchase agreement and receive the necessary building permit approvals for the construction of the residence. All proposals for the property should include the following:  Applicants name and contact information  Builders name and contact information (if different)  Brief narrative describing the builders experience  Proposed purchase price for the land  Home details (i.e. number of bedrooms, bathrooms, garage spaces, etc.)  Architectural renderings of the proposed home LOT DETAILS 5355 Emerson Avenue North is a 0.25 acre (10,755 square feet) parcel of land located in the southeast quarter of the City of Brooklyn Center. This property was formerly two parcels which were acquired by the EDA of Brooklyn Center between 2016 and 2018 that is currently in the process of being re-platted into one parcel by the City. Additional information regarding the lot includes:  Lot Width: 83.46 feet 3  Lot Depth: 128.28 feet  Zoning: R2 One and Two Family Residence  Land Use Guidance: Low-Density Residential  Access: One existing curb-cut on Emerson Ave; access to alleyway at the rear of the property  School District: ISD 286 Brooklyn Center Community Schools Property Setbacks:  Front: 35 feet  Rear: 10 feet  Side (garage): 10 feet  Side (house): 10 feet  Side (corner): 25 feet SUBMISSION DETAILS To submit a proposal for the property, please email completed application and any necessary attachments to bangell@ci.brooklyn-center.mn.us or mail/drop-off materials to: City of Brooklyn Center Attn: Brett Angell 6301 Shingle Creek Parkway Brooklyn Center, MN 55430 Proposals must be received by 4:30 P.M. on July 31st to be considered. ADDITIONAL INFORMATION Thank you for your interest in developing housing in the City of Brooklyn Center. For more information or any questions regarding this RFP, please contact Brett Angell, Business and Workforce Development Specialist at (763)569-3301 or bangell@ci.brooklyn-center.mn.us 4 FAQs Is the lot price negotiable? A minimum lot price has been established. Proposals must be at or above the base price listed on the proposal application form. How does the EDA handle multiple proposal situations? Staff will review all of proposals received for the development of the single family lot with the EDA. The EDA will selected the preferred option based on review of all of the proposals. The EDA will specifically evaluate the proposed home to be built and sale price for the lot. Has the lot been surveyed? The lot has been re-platted to combine two previous parcels into the current parcel. The preliminary or final plat or the property is available upon request. What is the condition of the property? The lot is currently free from any structures. The previous structures were demolished at or before the time of acquisition by the EDA of Brooklyn Center. Each lot is sold “as-is”. The applicant is responsible to perform all necessary improvements to the lot at its own cost. Are utilities available to the property? Connections to City sewer and water are available for the property. How much time do I have to complete construction? After purchasing the lot, construction should begin within a reasonable time period and must be completed within one year of closing on the property. Can a new home become a rental property? No, all lots purchased from the EDA of Brooklyn Center must be developed to be owner- occupied. Each conveyance is subject to a deed restriction requiring owner occupancy. Specific terms regarding this restriction would be created in the Purchase and Redevelopment Agreement. 5 CITY OF BROOKLYN CENTER 5355 EMERSON AVE REQUEST FOR PROPOSALS APPLICATION FORM Applicant’s Information Name: Address: Email: Phone Number: Builder’s Information Company Name: Contact Person: Address: Email: Phone Number: Proposed Home Information Total Square Footage: sq. ft. Number of Bedrooms: Number of Bathrooms: Number of Enclosed Garage Spaces: Garage Details (check applicable): Attached Detached Proposed Purchase Price $ (price must be at or above $30,000) This proposal is not a purchase agreement or other binding contract. This form is a proposal to purchase the lot and build a new single family house in accordance with the RFP guidelines. If the proposal is tentatively accepted by the EDA, then EDA staff will work with the applicant or builder to complete a purchase agreement. 6 Required Attachments 1. Attach one or more representative example(s) of a house you would plan to build on this lot if your proposal is selected. It does not need to show exactly how it would be placed on the lot, it just needs to show the approximate size, materials, quality and features that you would anticipate the new home would have on this lot. Optional Attachments 1. Brief narrative regarding the interest in the site and/or qualifications of the builder. Specifications and Guidelines 1. Deadline for Completion: construction of the new home must be completed within one year of the date of closing for the sale of the property. 2. Grading and Drainage: Drainage from the house, garage, driveway and/or any other structure shall be accommodated on the site so that water flow onto adjacent properties is minimized. 3. Erosion/Runoff: Builder will follow Best Management Practices to minimize erosion and runoff during construction. 4. Driveways: a hard-surfaces impervious driveway is required to provide access from the street or alley to the new houses garage. 5. General Construction Practices: the construction site, neighboring property, and adjacent public streets shall be kept free of construction debris at all times, and builder must have a construction dumpster to prevent debris from being scattered or blown around. 6. Building Standards: the home shall comply with the Brooklyn Center City Code and State of Minnesota Building Code. 7. Landscaping: The lot shall be landscaped to be aesthetically pleasing in all seasons and meet or exceed the landscaping requirements within the City Code. 8. Escrows: if determined by the Building Official, an escrow for landscaping or other improvements may be required. Applicant Signature Date Builder Signature (if different) Date Lennie Chism’s Container Life is a 5 bedroom two story home made with a modern interior design from 8 to 10 standard shipping containers stacked on top of each other in a staggered arrangement. The containers' ends will make way for windows and numerous decks. The cargo doors can be opened or closed for shade, privacy, or protection during severe storms. The container home will be constructed after the modules are delivered to the site. Approx 3500 square feet. Designed for energy-efficiency and sustainability, the home makes use of recycled shipping containers. The basement contains a large open rec room (which could be converted into 4 bedrooms), a bathroom, and a laundry room. The ground floor includes an open floor plan kitchen and dining area, and the upstairs contains the master suite, another bathroom, and a bedroom. The home also features spray foam insulation, hot water on demand in-floor heating system, a green roof, and numerous recycled materials. Numerous decks expand the home's living space into the outdoors, and passive natural ventilation is used for cooling in the warmer summer months. Garage This is a single story modern garage built on a slab foundation. The garage feature 3 stalls with one side door. “We need to be creative and try new ideas to address the affordable housing in Brooklyn Center” Lennie Chism Overview of the building process in pictures. M EM OR ANDUM - COU N C IL WORK SESSION DAT E:8/12/2019 TO :C urt Bo ganey, C ity Manager T HR O UG H:Meg Beekman, C o mmunity Development Directo r F R O M:Brett Angell, Busines s and Workfo rce Development S p ec ialis t S UBJ E C T:Dis cus s io n o n Leas ing EDA-O wned P ro p erty to P rivate P arties and F ood Truc k O peratio ns Within the C ity B ackground: O ver the p as t s everal months , s taff have rec eived numerous inq uires fro m p ublic and private o rganizations who have reques ted the ab ility to rent o r us e EDA-o wned property fo r events or other o p erations . C urrently the C ity does not have a p ro cess in p lace to allow for the us age o f the p ro p erties by private p arties. In order to allo w fo r the us age o f the p ro p erties b y p rivate p arties , the C ity c o uld create a lic ens ing p ro cedure where the activity is lic ens ed to us e a s ite. T he lic ense c o uld b e struc tured to be ap proved internally b y s taff o r require the EDA to ap p ro ve any and all licens e applic atio ns . Any lic ense wo uld to have set guidelines that the us e wo uld b e required to fo llo w inc luding, but not limited to, the sub mis s ion of a s ite plan, d ates, ho urs, p ro o f of insuranc e, etc . One important aspect to consider is the licensing of the property should be for uses that are permitted in that zoning district. I f the use that is being proposed is not a permitted use in that zoning district, it could lead to complications. C urrently, the E D A-owned sites that have generated the most interested for private usage include 2500 County R oad 10 (former B rookdale F ord) and the 57th and L ogan site. T he proposed uses/events for either site include religious groups, food trucks and other mobile restaurants, and entertainment programs. E vent types vary based on the type of proposed use. O ne of the food vendors that is interested in utilizing 2500 C ounty R oad 10 is a current vendor for the S aturday M arket who would like the ability to utilize the space on additional days. O ne of the religious uses are interested in hosting a community gathering event since they do not currently have the space to do so in the building which they currently operate out of. Additionally, C ity policy currently does not allow for food trucks to be located on properties, with the exception of being a part of an event that has obtained an administrative permit. T he C ity policy and direction regarding food trucks could be altered to allow for food trucks to utilize private parking lots for daily sales with property owner permission. With the C ity currently undergoing changes to the zoning code, the C ity will have the ability to incorporate any desired regulations regarding food trucks within the new zoning code. Policy Issues: Do es the EDA have interes t in allo wing private events o r func tions to o c c ur o n E DA-o wned p ro p erties ? W hat are appropriate us es that s hould be cons id ered ? W hat s pec ific cons id erations sho uld be inc luded in the lic ensing? S hould any licens e require EDA- ap p ro val? S hould there be a fee as s o ciated with a lic ens e ap p licatio n fo r the usage o f an EDA-owned s ite? Ho w muc h s ho uld the fee b e? S hould the polic y regarding fo o d truc ks be changed to allow for food truc ks to operate within p rivate p arking lots ? S trategic Priorities and Values: Enhanc ed C o mmunity Image, R esident Eco nomic S tab ility M EM OR ANDUM - COU N C IL WORK SESSION DAT E:8/12/2019 TO :C urt Bo ganey, C ity Manager T HR O UG H:Dr. R eggie Ed wards, Deputy C ity Manager F R O M:Barb S uc iu, C ity C lerk S UBJ E C T:P ending Items Recommendation: Livable Wages Liq uor O rd inanc e/Entertainment P ermit - 8/26 Liq uor O rd inanc e Up d ates - 8/26 2020 Elec tio ns Up d ate - 8/26 P ublic S ubs idy P olic y- ? C o mmemoratio n o f 400 years of S lavery Ac tivities P o lice C ris is P revention O p tions R es id ential Des ign S tandards S AC C redit P o licy Target P roperty B ackground: