CITY OF BROOKLYN PARK, MINNESOTA (Hennepin County) $12,530,000* GENERAL OBLIGATION REFUNDING BONDS, SERIES 2018A

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1 This Preliminary Official Statement and the information contained herein are subject to completion and amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy these securities nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This Preliminary Official Statement is in a form deemed final as of its date for purposes of SEC Rule 15c2-12(b) (1), but is subject to revision, amendment and completion in a Final Official Statement. PRELIMINARY OFFICIAL STATEMENT DATED MAY 3, 2018 In the opinion of Kennedy & Graven, Chartered, Bond Counsel, based on present federal and Minnesota laws, regulations, rulings and decisions (which exclude any pending legislation which may have a retroactive effect), and assuming compliance with certain covenants, interest to be paid on the 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 tax purposes, and is not a preference item for purposes of computing the federal alternative minimum tax (although interest on the Bonds is included in adjusted current earnings in calculating corporate alternative minimum taxable income for taxable years that begun prior to January 1, 2018) 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 Bond Counsel regarding other state or federal tax consequences caused by the receipt or accrual of interest on the Bonds or arising with respect to ownership of the Bonds. See "Tax Exemption" herein. The City will NOT designate the Bonds as "qualified tax-exempt obligations" pursuant to Section 265 of the Internal Revenue Code of 1986, as amended, which permits financial institutions to deduct interest expenses allocable to the Bonds to the extent permitted under prior law. New Issue CITY OF BROOKLYN PARK, MINNESOTA (Hennepin County) Rating Application Made: S&P Global Ratings $12,530,000* GENERAL OBLIGATION REFUNDING BONDS, SERIES 2018A PROPOSAL OPENING: May 14, 2018, 11:30 A.M., C.T. CONSIDERATION: May 14, 2018, 7:00 P.M., C.T. PURPOSE/AUTHORITY/SECURITY: The $12,530,000* General Obligation Refunding Bonds, Series 2018A (the "Bonds") are being issued pursuant to Minnesota Statutes, Chapters 444 and 475, by the City of Brooklyn Park, Minnesota (the "City") for the purpose of effecting a current refunding of certain outstanding general obligations of the City as more fully described herein. The Bonds will be general obligations of the City for which its full faith, credit and taxing powers are pledged. In addition, the City will pledge net revenues of the sewer and water systems of the City to the payment of the Bonds. Delivery is subject to receipt of an approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota. DATE OF BONDS: May 31, 2018 MATURITY: February 1 as follows: Year Amount* Year Amount* Year Amount* 2019 $1,140, $980, $1,085, , , ,110, , ,025, ,145, , ,055, ,175,000 MATURITY ADJUSTMENTS: * The City reserves the right to increase or decrease the principal amount of the Bonds on the day of sale, in increments of $5,000 each. Increases or decreases may be made in any maturity. If any principal amounts are adjusted, the purchase price proposed will be adjusted to maintain the same gross spread per $1,000. TERM BONDS: See "Term Bond Option" herein. INTEREST: February 1, 2019 and semiannually thereafter. OPTIONAL REDEMPTION: Bonds maturing February 1, 2027 and thereafter are subject to call for prior redemption on February 1, 2026 and any date thereafter, at a price of par plus accrued interest. MINIMUM PROPOSAL: $12,442,290 GOOD FAITH DEPOSIT: A good faith deposit in the amount of $250,600 shall be made by the winning bidder by wire transfer of funds. PAYING AGENT: U.S. Bank National Association BOND COUNSEL: Kennedy & Graven, Chartered MUNICIPAL ADVISOR: Ehlers & Associates, Inc. BOOK-ENTRY-ONLY: See "Book-Entry-Only System" herein (unless otherwise specified by the purchaser).

2 REPRESENTATIONS No dealer, broker, salesperson or other person has been authorized by the City to give any information or to make any representation other than those contained in this Preliminary Official Statement and, if given or made, such other information or representations must not be relied upon as having been authorized by the City. This Preliminary Official Statement does not constitute an offer to sell or a solicitation of an offer to buy any of the Bonds in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. This Preliminary Official Statement is not to be construed as a contract with the Syndicate Manager or Syndicate Members. Statements contained herein which involve estimates or matters of opinion are intended solely as such and are not to be construed as representations of fact. Ehlers & Associates, Inc. prepared this Preliminary Official Statement and any addenda thereto relying on information of the City and other sources for which there is reasonable basis for believing the information is accurate and complete. Bond Counsel has not participated in the preparation of this Preliminary Official Statement and is not expressing any opinion as to the completeness or accuracy of the information contained therein. Compensation of Ehlers & Associates, Inc., payable entirely by the City, is contingent upon the sale of the issue. COMPLIANCE WITH S.E.C. RULE 15c2-12 Certain municipal obligations (issued in an aggregate amount over $1,000,000) are subject to Rule 15c2-12 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Rule"). Preliminary Official Statement: This Preliminary Official Statement was prepared for the City for dissemination to potential investors. Its primary purpose is to disclose information regarding the Bonds to prospective underwriters in the interest of receiving competitive proposals in accordance with the sale notice contained herein. Unless an addendum is posted prior to the sale, this Preliminary Official Statement shall be deemed nearly final for purposes of the Rule subject to completion, revision and amendment in a Final Official Statement as defined below. Review Period: This Preliminary Official Statement has been distributed to prospective bidders for review. Comments or requests for the correction of omissions or inaccuracies must be submitted to Ehlers & Associates, Inc. at least two business days prior to the sale. Requests for additional information or corrections in the Preliminary Official Statement received on or before this date will not be considered a qualification of a proposal received from an underwriter. If there are any changes, corrections or additions to the Preliminary Official Statement, interested bidders will be informed by an addendum prior to the sale. Final Official Statement: Copies of the Final Official Statement will be delivered to the underwriter (Syndicate Manager) within seven business days following the proposal acceptance. Continuing Disclosure: Subject to certain exemptions, issues in an aggregate amount over $1,000,000 may be required to comply with provisions of the Rule which require that underwriters obtain from the issuers of municipal securities (or other obligated party) an agreement for the benefit of the owners of the securities to provide continuing disclosure with respect to those securities. This Preliminary Official Statement describes the conditions under which the Bonds are exempt or required to comply with the Rule. CLOSING CERTIFICATES Upon delivery of the Bonds, the underwriter (Syndicate Manager) will be furnished with the following items: (1) a certificate of the appropriate officials to the effect that at the time of the sale of the Bonds and all times subsequent thereto up to and including the time of the delivery of the Bonds, this Preliminary Official Statement did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (2) a receipt signed by the appropriate officer evidencing payment for the Bonds; (3) a certificate evidencing the due execution of the Bonds, including statements that (a) no litigation of any nature is pending, or to the knowledge of signers, threatened, restraining or enjoining the issuance and delivery of the Bonds, (b) neither the corporate existence or boundaries of the City nor the title of the signers to their respective offices is being contested, and (c) no authority or proceedings for the issuance of the Bonds have been repealed, revoked or rescinded; and (4) a certificate setting forth facts and expectations of the City which indicates that the City does not expect to use the proceeds of the Bonds in a manner that would cause them to be arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or within the meaning of applicable Treasury Regulations. ii

3 TABLE OF CONTENTS INTRODUCTORY STATEMENT... 1 THE BONDS... 1 GENERAL... 1 OPTIONAL REDEMPTION... 2 AUTHORITY; PURPOSE... 2 ESTIMATED SOURCES AND USES... 3 SECURITY... 3 RATING... 3 CONTINUING DISCLOSURE... 4 LEGAL OPINION... 4 TAX EXEMPTION... 4 NON-QUALIFIED TAX-EXEMPT OBLIGATIONS... 5 MUNICIPAL ADVISOR... 6 MUNICIPAL ADVISOR AFFILIATED COMPANIES... 6 INDEPENDENT AUDITORS... 6 RISK FACTORS... 6 FINANCIAL STATEMENTS...A-1 FORM OF LEGAL OPINION... B-1 BOOK-ENTRY-ONLY SYSTEM... C-1 FORM OF CONTINUING DISCLOSURE CERTIFICATE...D-1 TERMS OF PROPOSAL... E-1 VALUATIONS... 8 OVERVIEW /18 NET TAX CAPACITY BY CLASSIFICATION. 10 TREND OF VALUATIONS LARGER TAXPAYING PARCELS DEBT DIRECT DEBT SCHEDULES OF BONDED INDEBTEDNESS DEBT LIMIT OVERLAPPING DEBT DEBT RATIOS DEBT PAYMENT HISTORY FUTURE FINANCING TAX RATES, LEVIES AND COLLECTIONS TAX LEVIES AND COLLECTIONS TAX CAPACITY RATES LEVY LIMITS THE ISSUER CITY GOVERNMENT EMPLOYEES; PENSIONS; UNIONS POST EMPLOYMENT BENEFITS LITIGATION MUNICIPAL BANKRUPTCY FUNDS ON HAND ENTERPRISE FUNDS SUMMARY GENERAL FUND INFORMATION GENERAL INFORMATION LOCATION LARGER EMPLOYERS BUILDING PERMITS U.S. CENSUS DATA EMPLOYMENT/UNEMPLOYMENT DATA iii

4 CITY COUNCIL Term Expires Jeffrey Lunde Mayor January 2019 Rich Gates Council Member January 2019 Lisa Jacobson Council Member January 2021 Bob Mata Council Member January 2019 Mark Mata Council Member January 2021 Terry Parks Council Member January 2019 Susan Pha Council Member January 2021 ADMINISTRATION Jay Stroebel, City Manager LaTonia Green, Finance Director Devin Montero, City Clerk PROFESSIONAL SERVICES Kennedy & Graven, Chartered, Bond Counsel and City Attorney, Minneapolis, Minnesota Ehlers & Associates, Inc., Municipal Advisors, Roseville, Minnesota (Other offices located in Waukesha, Wisconsin, Chicago, Illinois and Denver, Colorado) iv

5 INTRODUCTORY STATEMENT This Preliminary Official Statement contains certain information regarding the City of Brooklyn Park, Minnesota (the "City") and the issuance of its $12,530,000* General Obligation Refunding Bonds, Series 2018A (the "Bonds"). Any descriptions or summaries of the Bonds, statutes, or documents included herein are not intended to be complete and are qualified in their entirety by reference to such statutes and documents and the form of the Bonds to be included in the resolution awarding the sale of the Bonds ("Award Resolution") to be adopted by the City Council on May 14, Inquiries may be directed to Ehlers & Associates, Inc. ("Ehlers" or the "Municipal Advisor"), Roseville, Minnesota, (651) , the City's Municipal Advisor. A copy of this Preliminary Official Statement may be downloaded from Ehlers web site at by connecting to the link to the Bond Sales and following the directions at the top of the site. THE BONDS GENERAL The Bonds will be issued in fully registered form as to both principal and interest in denominations of $5,000 each or any integral multiple thereof, and will be dated, as originally issued, as of May 31, The Bonds will mature on February 1 in the years and amounts set forth on the cover of this Preliminary Official Statement. Interest will be payable on February 1 and August 1 of each year, commencing February 1, 2019, to the registered owners of the Bonds appearing of record in the bond register as of the close of business on the 15th day (whether or not a business day) of the immediately preceding month. Interest will be computed upon the basis of a 360-day year of twelve 30-day months and will be rounded pursuant to rules of the Municipal Securities Rulemaking Board ("MSRB"). The rate for any maturity may not be more than 2.00% less than the rate for any preceding maturity. (For example, if a rate of 4.50% is proposed for the 2019 maturity, then the lowest rate that may be proposed for any later maturity is 2.50%.) All Bonds of the same maturity must bear interest from the date of issue until paid at a single, uniform rate. Each rate must be expressed in an integral multiple of 5/100 or 1/8 of 1%. Unless otherwise specified by the purchaser, the Bonds will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"). (See "Book-Entry-Only System" herein.) As long as the Bonds are held under the book-entry system, beneficial ownership interests in the Bonds may be acquired in book-entry form only, and all payments of principal of, premium, if any, and interest on the Bonds shall be made through the facilities of DTC and its participants. If the book-entry system is terminated, principal of, premium, if any, and interest on the Bonds shall be payable as provided in the Award Resolution. The City has selected U.S. Bank National Association, St. Paul, Minnesota, to act as paying agent (the "Paying Agent"). The City will pay the charges for Paying Agent services. The City reserves the right to remove the Paying Agent and to appoint a successor. *Preliminary, subject to change. 1

6 OPTIONAL REDEMPTION At the option of the City, the Bonds maturing on or after February 1, 2027 shall be subject to optional redemption prior to maturity on February 1, 2026 and on any date thereafter, at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the selection of the amounts and maturities of the Bonds to be redeemed shall be at the discretion of the City. If only part of the Bonds having a common maturity date are called for redemption, then the City or Paying Agent, if any, 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 interest in such maturity to be redeemed. Notice of redemption shall be sent by mail not more than 60 days and not less than 30 days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed at the address shown on the registration books. AUTHORITY; PURPOSE The Bonds are being issued pursuant to Minnesota Statutes, Chapters 444 and 475, as amended by the City, for the purpose of effecting a current refunding of the City s Taxable General Obligation Utility Revenue Bonds, Series 2009A (Build America Bonds-Direct Payment), issued in the original aggregate principal amount of $18,000,000 (the Series 2009A Bonds ) as follows: Issue Being Refunded Date of Refunded Issue Call Date Call Price Maturities Being Refunded Interest Rates Principal to be Refunded CUSIP Base Series 2009A Bonds 11/17/09 6/20/18 Par 2026 (Term) 4.85% $7,505,000 W % 1,090,000 X (Term) 5.75% 2,305,000 X % 1,220,000 X54 Total Series 2009A Bonds Being Refunded $12,120,000 Proceeds of the Bonds will be used to call and prepay the maturities fo the Series 2009A Bonds described above and to pay all or most of the costs of issuance with respect to the Bonds. 2

7 ESTIMATED SOURCES AND USES* Sources Par Amount of Bonds $12,530,000 Total Sources $12,530,000 Uses Total Underwriter's Discount (0.700%) $87,710 Costs of Issuance 76,000 Deposit to Current Refunding Fund 12,363,026 Rounding Amount 3,264 Total Uses $12,530,000 *Preliminary, subject to change SECURITY The Bonds are general obligations of the City for which its full faith, credit and taxing powers are pledged without limitation as to rate or amount. Principal and interest on the Bonds will be paid entirely from net revenues of the water and sewer systems which are owned and operated by the City. Should the revenues pledged for payment of the Bonds be insufficient to pay the principal and interest as the same shall become due, the City is required to pay maturing principal and interest from moneys on hand in any other fund of the City not pledged for another purpose and/or to levy a tax for this purpose upon all the taxable property in the City, without limitation as to rate or amount. RATING General obligation debt of the City, with the exception of any outstanding credit enhanced issues, is currently rated "AA+" by S&P Global Ratings ("S&P"). The City has requested a rating on this issue from S&P, and bidders will be notified as to the assigned rating prior to the sale. Such rating reflects only the views of such organization and explanations of the significance of such rating may be obtained from S&P. Generally, a rating agency bases its rating on the information and materials furnished to it and on investigations, studies and assumptions of its own. There is no assurance that such rating will continue for any given period of time or that it will not be revised downward or withdrawn entirely by such rating agency, if in the judgment of such rating agency circumstances so warrant. Any such downward revision or withdrawal of such rating may have an adverse effect on the market price of the Bonds. Such rating is not to be construed as a recommendation of the rating agency to buy, sell or hold the Bonds, and the rating assigned by the rating agency should be evaluated independently. Except as may be required by the Disclosure Undertaking described under the heading "CONTINUING DISCLOSURE" neither the City nor the underwriter undertake responsibility to bring to the attention of the owner of the Bonds any proposed changes in or withdrawal of such rating or to oppose any such revision or withdrawal. 3

8 CONTINUING DISCLOSURE In order to assist the Underwriters in complying with SEC Rule 15c2-12 promulgated by the Securities and Exchange Commission, pursuant to the Securities Exchange Act of 1934 (hereinafter the "Rule"), the City shall covenant to take certain actions pursuant to the Award Resolution by entering into a Continuing Disclosure Certificate (the "Disclosure Undertaking") for the benefit of holders, including beneficial holders. The Disclosure Undertaking requires the City to provide electronically or in the manner otherwise prescribed certain financial information annually and to provide notices of the occurrence of certain events enumerated in the Rule. The details and terms of the Disclosure Undertaking for this issue are set forth in Appendix D to be executed and delivered by the City at the time of delivery of the Bonds. Such Disclosure Undertaking will be in substantially the form attached hereto. In the previous five years, the City believes it has complied in all material respects with its prior undertakings under the Rule. In the interest of full disclosure, the City notes the following: Prior continuing disclosure undertakings entered into by the City included language stating that an Annual Report including the City s audited financial statements and operating data would be filed as soon as available. Although the City did not always comply with this requirement, the Annual Reports were timely filed within the required twelve (12) month timeframe as provided for in each undertaking. The City has reviewed its continuing disclosure responsibilities to help ensure compliance in the future. A failure by the City to comply with any Disclosure Undertaking will not constitute an event of default on this issue or any issue outstanding. However, such a failure may adversely affect the transferability and liquidity of the Bonds and their market price. The City will file its continuing disclosure information using the Electronic Municipal Market Access ("EMMA") system or any system that may be prescribed in the future. Investors will be able to access continuing disclosure information filed with the MSRB at Ehlers is currently engaged as disclosure dissemination agent for the City. LEGAL OPINION An opinion as to the validity of the Bonds and the exemption from taxation of the interest thereon will be furnished by Kennedy & Graven, Chartered, Minneapolis, Minnesota, Bond Counsel to the City, and will be available at the time of delivery of the Bonds. The legal opinion will state that the Bonds are valid and binding general obligations of the City; provided that 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 creditors' rights and by equitable principles (which may be applied in either a legal or equitable proceeding). See "FORM OF LEGAL OPINION" found in Appendix B. TAX EXEMPTION In the opinion of Bond Counsel, under existing statutes, regulations, rulings and decisions, interest on the Bonds is excluded from gross income of the owners thereof for purposes of federal income taxation and is excluded from taxable net income of individuals, estates or trusts for purposes of State of Minnesota income taxation, but is subject to State of Minnesota franchise taxes measured by income that are imposed upon corporations, including financial institutions. 4

9 Noncompliance following the issuance of the Bonds with certain requirements of the Internal Revenue Code of 1986, as amended (the "Code") and covenants of the Award Resolution may result in the inclusion of interest on the Bonds in gross income (for federal tax purposes) and taxable net income (for State of Minnesota tax purposes) of the owners thereof retroactively to the date of issuance of the Bonds. No provision has been made for redemption of the Bonds, or for an increase in the interest rate on the Bonds, in the event that interest on the Bonds becomes subject to United States or State of Minnesota income taxation. The Code imposes an alternative minimum tax with respect to individuals on alternative minimum taxable income. Adjusted current earnings include income received that is otherwise exempt from taxation such as interest on the Bonds. The Code provides that in the case of an insurance company subject to the tax imposed by Section 831 of the Code, the amount which otherwise would be taken into account as "losses incurred" under Section 832(b)(5) shall be reduced by an amount equal to the applicable percentage of the interest on the Bonds that is received or accrued during the taxable year. For purposes hereof, the applicable percentage is 5.25% divided by the highest rate in effect under Section 11(b) of the Code. Interest on the Bonds may be included in the income of a foreign corporation for purposes of the branch profits tax imposed by Section 884 of the Code. Under certain circumstances, interest on the Bonds may be subject to the tax on "excess net passive income" of Subchapter S corporations imposed by Section 1375 of the Code. The above is not a comprehensive list of all federal tax consequences which may arise from the receipt of interest on the Bonds. The receipt of interest on the Bonds may otherwise affect the federal or State income tax liability of the recipient based on the particular taxes to which the recipient is subject and the particular tax status of other items or deductions. Bond Counsel expresses no opinion regarding any such consequences. All prospective purchasers of the Bonds are advised to consult their own tax advisors as to the tax consequences of, or tax considerations for, purchasing or holding the Bonds. Legislative proposals Bond Counsel s opinion is given as of its date and Bond Counsel assumes no obligation to update, revise, or supplement such opinion to reflect any changes in facts or circumstances or any changes in law that may hereafter occur. Proposals are regularly introduced in both the United States House of Representatives and the United States Senate that, if enacted, could alter or affect the tax-exempt status on municipal bonds. For example, legislation has been proposed that would, among other things, limit the amount of exclusions (including tax-exempt interest) or deductions that certain higher-income taxpayers could use to reduce their tax liability. The likelihood of adoption of this or any other such legislative proposal relating to tax-exempt bonds cannot be reliably predicted. If enacted into law, current or future proposals may have a prospective or retroactive effect and could affect the value or marketability of tax-exempt bonds (including the Bonds). Prospective purchasers of the Bonds should consult their own tax advisors regarding the impact of any such change in law. NON-QUALIFIED TAX-EXEMPT OBLIGATIONS The City will NOT designate the Bonds as "qualified tax-exempt obligations" pursuant to Section 265 of the Code, as amended, which permits financial institutions to deduct interest expenses allocable to the Bonds to the extent permitted under prior law. 5

10 MUNICIPAL ADVISOR Ehlers has served as municipal advisor to the City in connection with the issuance of the Bonds. The Municipal Advisor cannot participate in the underwriting of the Bonds. The financial information included in this Preliminary Official Statement has been compiled by the Municipal Advisor. Such information does not purport to be a review, audit or certified forecast of future events and may not conform with accounting principles applicable to compilations of financial information. Ehlers is not a firm of certified public accountants. Ehlers is registered with the Securities and Exchange Commission and the MSRB as a Municipal Advisor. MUNICIPAL ADVISOR AFFILIATED COMPANIES Bond Trust Services Corporation ("BTSC") and Ehlers Investment Partners, LLC ("EIP") are affiliate companies of Ehlers. BTSC is chartered by the State of Minnesota and authorized in Minnesota, Wisconsin, and Illinois to transact the business of a limited purpose trust company. BTSC provides paying agent services to debt issuers. EIP is a Registered Investment Advisor with the Securities and Exchange Commission. EIP assists issuers with the investment of bond proceeds or investing other issuer funds. This includes escrow bidding agent services. Issuers, such as the City, have retained or may retain BTSC and/or EIP to provide these services. If hired, BTSC and/or EIP would be retained by the City under an agreement separate from Ehlers. INDEPENDENT AUDITORS The basic financial statements of the City for the fiscal year ended December 31, 2016, have been audited by CliftonLarsonAllen LLP, Minneapolis, Minnesota, independent auditors (the "Auditor"). The report of the Auditor, together with the basic financial statements, component units financial statements, and notes to the financial statements are attached hereto as "APPENDIX A FINANCIAL STATEMENTS". The Auditor has not been engaged to perform and has not performed, since the date of its report included herein, any procedures on the financial statements addressed in that report. The Auditor also has not performed any procedures relating to this Preliminary Official Statement. RISK FACTORS Following is a description of possible risks to holders of the Bonds without weighting as to probability. This description of risks is not intended to be all-inclusive, and there may be other risks not now perceived or listed here. Taxes: The Bonds are general obligations of the City, the ultimate payment of which rests in the City's ability to levy and collect sufficient taxes to pay debt service should other revenue (water and sewer revenues) be insufficient. In the event of delayed billing, collection or distribution of property taxes, sufficient funds may not be available to the City in time to pay debt service when due. State Actions: Many elements of local government finance, including the issuance of debt and the levy of property taxes, are controlled by state government. Future actions of the state may affect the overall financial condition of the City, the taxable value of property within the City, and the ability of the City to levy and collect property taxes. Future Changes in Law: Various State and federal laws, regulations and constitutional provisions apply to the City and to the Bonds. The City can give no assurance that there will not be a change in or interpretation of any such applicable laws, regulations and provisions which would have a material effect on the City or the taxing authority of the City. 6

11 Ratings; Interest Rates: In the future, the City's credit rating may be reduced or withdrawn, or interest rates for this type of obligation may rise generally, either possibility resulting in a reduction in the value of the Bonds for resale prior to maturity. Tax Exemption: If the federal government or the State of Minnesota taxes all or a portion of the interest on municipal obligations, directly or indirectly, or if there is a change in federal or state tax policy, the value of the Bonds may fall for purposes of resale. Noncompliance following the issuance of the Bonds with certain requirements of the Code and covenants of the Award Resolution may result in the inclusion of interest on the Bonds in gross income of the recipient for United States income tax purposes or in taxable net income of individuals, estates or trusts for State of Minnesota income tax purposes. No provision has been made for redemption of the Bonds, or for an increase in the interest rate on the Bonds, in the event that interest on the Bonds becomes subject to federal or State of Minnesota income taxation, retroactive to the date of issuance. Continuing Disclosure: A failure by the City to comply with the Disclosure Undertaking for continuing disclosure (see "CONTINUING DISCLOSURE") will not constitute an event of default on the Bonds. Any such 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 Bonds in the secondary market. Such a failure may adversely affect the transferability and liquidity of the Bonds and their market price. State Economy; State Aids: State of Minnesota cash flow problems could affect local governments and possibly increase property taxes. Book-Entry-Only System: The timely credit of payments for principal and interest on the Bonds to the accounts of the Beneficial Owners of the Bonds may be delayed due to the customary practices, standing instructions or for other unknown reasons by DTC participants or indirect participants. Since the notice of redemption or other notices to holders of these obligations will be delivered by the City to DTC only, there may be a delay or failure by DTC, DTC participants or indirect participants to notify the Beneficial Owners of the Bonds. Economy: A combination of economic, climatic, political or civil disruptions or terrorist actions outside of the control of the City, including loss of major taxpayers or major employers, could affect the local economy and result in reduced tax collections and/or increased demands upon local government. Real or perceived threats to the financial stability of the City may have an adverse effect on the value of the Bonds in the secondary market. Secondary Market for the Bonds: No assurance can be given that a secondary market will develop for the purchase and sale of the Bonds or, if a secondary market exists, that such Bonds can be sold for any particular price. The underwriters are not obligated to engage in secondary market trading or to repurchase any of the Bonds at the request of the owners thereof. Prices of the Bonds as traded in the secondary market are subject to adjustment upward and downward in response to changes in the credit markets and other prevailing circumstances. No guarantee exists as to the future market value of the Bonds. Such market value could be substantially different from the original purchase price. Bankruptcy: The rights and remedies of the holders may be limited by and are subject to the provisions of federal bankruptcy laws, to other laws, or equitable principles that may affect the enforcement of creditors rights, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against local governments. The opinion of Bond Counsel to be delivered with respect to the Bonds will be similarly qualified. 7

12 VALUATIONS OVERVIEW All non-exempt property is subject to taxation by local taxing districts. Exempt real property includes Indian lands, public property, and educational, religious and charitable institutions. Most personal property is exempt from taxation (except investor-owned utility mains, generating plants, etc.). The valuation of property in Minnesota consists of three elements. (1) The estimated market value is set by city or county assessors. Not less than 20% of all real properties are to be appraised by local assessors each year. (2) The taxable market value is the estimated market value adjusted by all legislative exclusions. (3) The tax capacity (taxable) value of property is determined by class rates set by the State Legislature. The tax capacity rate varies according to the classification of the property. Tax capacity represents a percent of taxable market value. The property tax rate for a local taxing jurisdiction is determined by dividing the total tax capacity or market value of property within the jurisdiction into the dollars to be raised from the levy. State law determines whether a levy is spread on tax capacity or market value. Major classifications and the percentages by which tax capacity is determined are: Type of Property 2015/ / /18 Residential homestead 1 First $500, % Over $500, % Agricultural homestead 1 First $500,000 HGA % Over $500,000 HGA % First $2,140, % 2 Over $2,140, % 2 First $500, % Over $500, % First $500,000 HGA % Over $500,000 HGA % First $2,050, % 2 Over $2,050, % 2 First $500, % Over $500, % First $500,000 HGA % Over $500,000 HGA % First $1,940, % 2 Over $1,940, % 2 Agricultural non-homestead Land % 2 Land % 2 Land % 2 Seasonal recreational residential First $500, % 3 Over $500, % 3 First $500, % 3 Over $500, % 3 First $500, % 3 Over $500, % 3 Residential non-homestead: 1 unit - 1st $500, % Over $500, % 2-3 units % 4 or more % Small City % Affordable Rental: First $106, % Over $106, % Industrial/Commercial/Utility 5 First $150, % Over $150, % 1 unit - 1st $500, % Over $500, % 2-3 units % 4 or more % Small City % Affordable Rental: First $115, % Over $115, % First $150, % Over $150, % 1 unit - 1st $500, % Over $500, % 2-3 units % 4 or more % Small City % Affordable Rental: First $121, % Over $121, % First $150, % Over $150, % 1 A residential property qualifies as "homestead" if it is occupied by the owner or a relative of the owner on the assessment date. 2 Applies to land and buildings. Exempt from referendum market value tax. 3 Exempt from referendum market value tax. 4 Cities of 5,000 population or less and located entirely outside the seven-county metropolitan area and the adjacent nine-county area and whose boundaries are 15 miles or more from the boundaries of a Minnesota city with a population of over 5, The estimated market value of utility property is determined by the Minnesota Department of Revenue. 8

13 CURRENT PROPERTY VALUATIONS 2016/17 Economic Market Value $6,800,232, /18 Assessor's Estimated Market Value 2017/18 Assessor's Estimated Market Value 2017/18 Net Tax Capacity Real Estate $6,859,256,400 $78,889,860 Personal Property 57,175,200 1,126,118 Total Valuation $6,916,431,600 $80,015,978 Less: Captured Tax Increment Tax Capacity 2 (1,627,845) Power Line Adjustment 3 (2,371) Fiscal Disparities Contribution 4 (9,472,223) Taxable Net Tax Capacity $68,913,539 Plus: Fiscal Disparities Distribution 3 14,528,604 Adjusted Taxable Net Tax Capacity $83,442,143 1 According to the Minnesota Department of Revenue, the Assessor's Estimated Market Value (the "AEMV") for the City of Brooklyn Park is about 92.39% of the actual selling prices of property most recently sold in the City. The sales ratio was calculated by comparing the selling prices with the AEMV. Dividing the AEMV of real estate by the sales ratio and adding the AEMV of personal property and utility, railroads and minerals, if any, results in an Economic Market Value ("EMV") for the City of $6,800,232, The captured tax increment value shown above represents the captured net tax capacity of tax increment financing districts in the City of Brooklyn Park. 3 Ten percent of the net tax capacity of certain high voltage transmission lines is removed when setting local tax rates. However, taxes are paid on the full value of these lines. The taxes attributable to 10% of value of these lines are used to fund a power line credit. Certain property owners receive a credit when the high voltage transmission line runs over their property. 4 Each community in the seven-county metropolitan area contributes 40% of the growth in its commercialindustrial property tax base since 1972 to an area pool which is then distributed among the municipalities on the basis of population, special needs, etc. Each governmental unit makes a contribution and receives a distribution-- sometimes gaining and sometimes contributing net tax capacity for tax purposes. 9

14 2017/18 NET TAX CAPACITY BY CLASSIFICATION 2017/18 Net Tax Capacity Percent of Total Net Tax Capacity Residential homestead $46,606, % Agricultural 418, % Commercial/industrial 26,139, % Public utility 115, % Railroad operating property 74, % Non-homestead residential 5,455, % Commercial & residential seasonal/rec. 79, % Personal property 1,126, % Total $80,015, % TREND OF VALUATIONS Levy Year Assessor's Estimated Market Value Assessor's Taxable Market Value Net Tax Capacity 1 Adjusted Taxable Net Tax Capacity 2 Percent +/- in Estimated Market Value 2013/14 $4,953,988,100 $4,507,517,010 $55,815,227 $59,796, % 2014/15 5,437,733,100 5,017,730,401 61,251,205 65,507, % 2015/16 5,862,756,600 5,453,547,474 66,745,565 70,660, % 2016/17 6,263,332,700 5,863,872,933 71,872,243 75,902, % 2017/18 6,916,431,600 6,542,990,392 80,015,978 83,442, % 1 Net Tax Capacity is before fiscal disparities adjustments and includes tax increment and power line values. 2 Adjusted Taxable Net Tax Capacity is after fiscal disparities adjustments and does not include tax increment or power line values. 10

15 LARGER TAXPAYING PARCELS 1 Percent of Taxpayer Type of Property 2017/18 Net Tax Capacity City's Total Net Tax Capacity Target Corporation Commercial $ 2,449, % BPP LLC Industrial 600, % Brooklyn Park 73 rd (DLB) LL Apartments 600, % Xcel Energy Utility 484, % Menard, Inc. Commercial 477, % Hurd Brooklyn LLC Commercial 396, % Georgia-Pacific Corp. Industrial 370, % Stag Industrial Holdings Industrial 355, % Willowbrook LLC Apartments 352, % HSRE-MN PrairieCare LLC Commercial 342, % Total $ 6,428, % City's Total 2017/18 Net Tax Capacity $80,015,978 Source: Current Property Valuations, Net Tax Capacity by Classification, Trend of Valuations and Larger Taxpaying Parcels have been furnished by Hennepin County. 1 Hennepin County has provided only the ten largest taxpaying parcels which appear on the tax rolls of the County, and therefore the information stated above may not be reflective of the entire valuation of all parcels and may not include all classifications of property. 11

16 DEBT DIRECT DEBT 1 General Obligation Debt (see schedules following) Total g.o. debt being paid from revenues (includes the Bonds)* $ 12,530,000 Total g.o. debt being paid from tax increment revenues 930,000 Total g.o. debt being paid from taxes 19,115,000 Total g.o. debt being paid from special assessments, state aids and taxes 4,455,000 Total General Obligation Debt* $ 37,030,000 Revenue Debt (see schedules following) Total revenue debt being paid from ice arena revenues $1,185,000 Lease Purchase Obligations (see schedule following) 2 Total lease purchase obligations paid by annual appropriations 3 $1,400,000 *Preliminary, subject to change. 1 Outstanding debt is as of the dated date of the Bonds. 2 Computers and copiers have not been included, however, information related to these leases can be reviewed in the audit. 3 Non-general obligation debt has not been included in the debt ratios. 12

17 CITY OF BROOKLYN PARK, MINNESOTA Schedule of Bonded Indebtedness General Obligation Debt Being Paid From Revenues (As of 5/31/18) Refunding 1) Series 2018A Dated Amount 5/31/18 $12,530,000* Maturity 2/01 Fiscal Year Estimated Total Total Total Principal Fiscal Year Ending Principal Interest Principal Interest P & I Outstanding % Paid Ending ,140, ,453 1,140, ,453 1,482,453 11,390, % , , , ,343 1,194,343 10,470, % , , , ,363 1,197,363 9,530, % , , , ,593 1,198,593 8,570, % , , , ,973 1,197,973 7,590, % , , , ,750 1,190,750 6,595, % ,025, ,751 1,025, ,751 1,196,751 5,570, % ,055, ,744 1,055, ,744 1,200,744 4,515, % ,085, ,645 1,085, ,645 1,202,645 3,430, % ,110,000 87,180 1,110,000 87,180 1,197,180 2,320, % ,145,000 54,188 1,145,000 54,188 1,199,188 1,175, % ,175,000 18,506 1,175,000 18,506 1,193, % ,530,000 2,121,487 12,530,000 2,121,487 14,651,487 *Preliminary, subject to change. 1) This issue is refunding the 2019 through 2030 maturities of the City's $18,000,000 Taxable General Obligation Utility Revenue Bonds, Series 2009A (Build America Bonds-Direct Payment), dated November 17, The refunded maturities will be called for prior redemption on June 20, 2018 and have not been included in the calculation of debt ratios. Prepared by Ehlers GO Revenues 13

18 CITY OF BROOKLYN PARK, MINNESOTA Schedule of Bonded Indebtedness General Obligation Debt Being Paid From Tax Increment Revenues (As of 5/31/18) Taxable Refunding 1) Series 2012A Dated Amount 3/29/12 $5,455,000 Maturity 2/01 Fiscal Year Total Total Total Principal Fiscal Year Ending Principal Interest Principal Interest P & I Outstanding % Paid Ending , ,300 9, , % ,000 9, ,000 9, , % ,000 18, ,000 18, ,600 1) This issue advance partial net cash refunded the 2015 through 2019 maturities (and associated sinking fund payments) of the City's $10,475,000 Taxable General Obligation Tax Increment Bonds, Series 2003B, dated March 1, Prepared by Ehlers GO Tax Increment Revenue 14

19 CITY OF BROOKLYN PARK, MINNESOTA Schedule of Bonded Indebtedness General Obligation Debt Being Paid From Taxes (As of 5/31/18) Refunding 1) Series 2011A CIP Series 2014A CIP & Street Recon Series 2017A Dated Amount 12/01/11 $6,035,000 7/10/14 $9,490,000 6/29/17 $7,320,000 Maturity 2/01 2/01 2/01 Fiscal Year Total Total Total Principal Fiscal Year Ending Principal Interest Principal Interest Principal Interest Principal Interest P & I Outstanding % Paid Ending , , , , ,691 19,115, % ,000 83, , , , ,806 1,585, ,906 2,113,906 17,530, % ,000 68, , , , ,831 1,630, ,719 2,119,719 15,900, % ,000 51, , , , ,406 1,670, ,781 2,117,781 14,230, % ,000 32, , , , ,531 1,710, ,031 2,113,031 12,520, % ,000 10, , , , ,131 1,730, ,631 2,084,631 10,790, % , , , ,131 1,055, ,044 1,370,044 9,735, % , , ,000 97,606 1,080, ,700 1,364,700 8,655, % , , ,000 78,631 1,105, ,075 1,358,075 7,550, % , , ,000 61,966 1,145, ,816 1,367,816 6,405, % , , ,000 47,250 1,170, ,550 1,363,550 5,235, % , , ,000 35, , , ,594 4,480, % , , ,000 28, , , ,363 3,705, % ,000 96, ,000 20, , , ,663 2,900, % ,000 77, ,000 12, ,000 89, ,475 2,075, % ,000 56, ,000 4, ,000 60, ,731 1,220, % ,000 34, ,000 34, , , % ,000 11, ,000 11, , % ,470, ,250 8,325,000 2,649,763 7,320,000 1,446,881 19,115,000 4,388,894 23,503,894 1) This issue refunded the 2014 through 2023 maturities of the City's $9,815,000 General Obligation Public Safety Bonds, Series 2003A, dated January 1, Prepared by Ehlers GO Taxes 15

20 CITY OF BROOKLYN PARK, MINNESOTA Schedule of Bonded Indebtedness General Obligation Debt Being Paid From Special Assessments, State Aids, and Taxes (As of 5/31/18) G.O. Bonds 1) Series 2016A Dated Amount 7/27/16 $7,860,000 Maturity 2/01 Fiscal Year Total Total Total Principal Fiscal Year Ending Principal Interest Principal Interest P & I Outstanding % Paid Ending , ,703 42,703 4,455, % ,020,000 75,206 1,020,000 75,206 1,095,206 3,435, % ,000 57, ,000 57, ,506 2,685, % ,000 43, ,000 43, ,656 2,050, % ,000 33, ,000 33, ,356 1,655, % ,000 25, ,000 25, ,406 1,255, % ,000 17, ,000 17, , , % ,000 10, ,000 10, , , % ,000 3, ,000 3, , % ,455, ,650 4,455, ,650 4,763,650 1) This issue refunded the 2017 and 2018 maturities of the City's $6,045,000 General Obligation Park Refunding Bonds, Series 2005B, dated August 1, 2005; the 2017 through 2019 maturities of the City's $2,605,000 General Obligation Recreational Facility Revenue Refunding Bonds, Series 2005C, dated August 1, 2005; the 2017 through 2021 maturities of the City's $2,710,000 General Obligation State-Aid Street Bonds, Series 2005D, dated November 15, 2005; and the 2017 through 2021 maturities of the City's $3,345,000 General Obligation Improvement Bonds, Series 2005E, dated November 15, The 2005C Refunding Portion, and the Street Reconstruction Portion of the Series 2016A Bondsare subject to the debt limit (principal of $3,365,000 currently outstanding). Prepared by Ehlers GO SA, State Aid & Taxes 16

21 CITY OF BROOKLYN PARK, MINNESOTA Schedule of Bonded Indebtedness Non-General Obligation Debt Being Paid From Ice Arena Revenues (As of 5/31/18) Gross Revenue Series 2010A Dated Amount 9/16/10 $1,785,000 Maturity 2/01 Fiscal Year Total Total Total Principal Fiscal Year Ending Principal Interest Principal Interest P & I Outstanding % Paid Ending , ,753 21,753 1,185, % ,000 42, ,000 42, ,006 1,085, % ,000 38, ,000 38, , , % ,000 35, ,000 35, , , % ,000 31, ,000 31, , , % ,000 27, ,000 27, , , % ,000 23, ,000 23, , , % ,000 18, ,000 18, , , % ,000 13, ,000 13, , , % ,000 8, ,000 8, , , % ,000 2, ,000 2, , % ,185, ,563 1,185, ,563 1,448,563 Prepared by Ehlers Non-GO Ice Arena Revenues 17

22 ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN PARK, MINNESOTA Schedule of Bonded Indebtedness Non-General Obligation Lease Payable From Annual Appropriations (As of 5/31/18) Lease Revenue Series 2010A Dated Amount 9/16/10 $2,245,000 Maturity 2/01 Fiscal Year Total Total Total Principal Fiscal Year Ending Principal Interest Principal Interest P & I Outstanding % Paid Ending , ,094 24,094 1,400, % ,000 46, ,000 46, ,163 1,265, % ,000 42, ,000 42, ,038 1,125, % ,000 37, ,000 37, , , % ,000 32, ,000 32, , , % ,000 27, ,000 27, , , % ,000 22, ,000 22, , , % ,000 16, ,000 16, , , % ,000 9, ,000 9, , , % ,000 3, ,000 3, , % ,400, ,338 1,400, ,338 1,662,338 Prepared by Ehlers EDA Non-GO Annual Appropriation 18

23 DEBT LIMIT The statutory limit on debt of Minnesota municipalities other than school districts or cities of the first class (Minnesota Statutes, Section , subd. 1) is 3% of the Assessor's Estimated Market Value of all taxable property within its boundaries. "Net debt" (Minnesota Statutes, Section , subd. 4) is the amount remaining after deducting from gross debt the amount of current revenues which are applicable within the current fiscal year to the payment of any debt and the aggregate of the principal of the following: (1) obligations payable wholly or partly from special assessments levied against benefitted property; (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 to finance any public revenue producing convenience (includes the Bonds); (6) funds held as sinking funds for payment of principal and interest on debt other than those deductible under 1-5 above; and (7) other obligations which are not to be included in computing the net debt of a municipality under the provisions of the law authorizing their issuance. 2017/18 Assessor's Estimated Market Value $6,916,431,600 Multiply by 3% 0.03 Statutory Debt Limit $ 207,492,948 Less: Long-Term Debt Outstanding Being Paid Solely from Taxes 1 (22,580,000) Less: Long-Term Debt Outstanding Being Paid Solely from Annual Appropriations (1,400,000) Unused Debt Limit $ 183,512,948 1 Includes the 2005C Refunding Portion and the Street Reconstruction Portion of the Series 2016A Bonds which are payable entirely from taxes ($3,465,000 current principal outstanding). 19

24 OVERLAPPING DEBT /18 Taxing District Adjusted Taxable Net Tax Capacity % In City Total G.O. Debt 2 City's Proportionate Share Hennepin County $1,838,226, % $950,945,000 3 $ 43,166,246 I.S.D. No. 11 (Anoka-Hennepin) 245,108, % 185,275,000 13,209,366 I.S.D. No. 279 (Osseo Area Schools) 181,355, % 134,810, ,089,382 I.S.D. No. 281 (Robbinsdale) 107,329, % 173,475, ,407,126 Metropolitan Council 3,971,779, % 148,045, ,110,277 Three Rivers Park District 1,304,690, % 53,355,000 3,371,449 HCRRA 1,838,226, % 31,535,000 1,414,313 City's Share of Total Overlapping Debt $116,768,160 1 Overlapping debt is as of the dated date of the Bonds. Only those taxing jurisdictions with general obligation debt outstanding are included in this section. Does not include non-general obligation debt, self-supporting general obligation revenue debt, short-term general obligation debt, or general obligation tax/aid anticipation certificates of indebtedness. 2 Outstanding debt is based on information in Official Statements obtained on EMMA and the Municipal Advisor's records. 3 Hennepin County also has General Obligation Solid Waste Revenue Bonds outstanding which are payable entirely from the County s solid waste enterprise fund; General Obligation Bonds (Century Plaza Debt) which are expected to be paid from building rental fees from County departments and non-county tenants; and General Obligation Ice Arena Revenue Bonds which are expected to be paid from building rental payments from Augsburg College. These issues have not been included in the overlapping debt or debt ratios. 4 Based upon the long term facilities maintenance revenue formula and current statistics, the District anticipates a portion of this debt will be paid by the State of Minnesota. 5 Includes approximately $14,665,000 General Obligation Facilities Maintenance Bonds, Series 2018A which are scheduled to sell on May 7, Based upon the long term facilities maintenance revenue formula and current statistics, the District anticipates a portion of this debt will be paid by the State of Minnesota. 6 The above debt includes all outstanding general obligation debt supported by taxes of the Metropolitan Council. The Council also has general obligation sewer revenue, wastewater revenue, and radio revenue bonds and lease obligations outstanding all of which are supported entirely by revenues and have not been included in the Overlapping Debt or Debt Ratios sections. 20

25 DEBT RATIOS Debt/Economic Market Value ($6,800,232,012) Debt/ Current Population Estimate (78,823) G.O. Debt Direct G.O. Debt Being Paid From: Revenues* $ 12,530,000 Tax Increment Revenues 930,000 Taxes 19,115,000 Special Assessments, State Aids & Taxes 4,455,000 Total General Obligation Debt (includes the Obligations)* $ 37,030,000 Less: G.O. Debt Paid Entirely from Revenues 1 (13,460,000) Tax Supported General Obligation Debt* $ 23,570, % $ City's Share of Total Overlapping Debt $ 116,768, % $1, Total* $ 140,338, % $1, *Preliminary, subject to change. DEBT PAYMENT HISTORY The City has no record of default in the payment of principal and interest on its debt. FUTURE FINANCING The City has no current plans for additional financing in the next 12 months. 1 Debt service on the City s general obligation revenue debt is being paid entirely from revenues and tax increment revenues and therefore is considered self-supporting debt. 21

26 TAX RATES, LEVIES AND COLLECTIONS TAX LEVIES AND COLLECTIONS Tax Year Net Tax Levy 1 Total Collected Following Year Collected to Date 2 % Collected 2013/14 $38,403,659 $38,190,964 $38,200, % 2014/15 39,666,146 39,492,479 39,623, % 2015/16 41,565,189 41,288,229 41,505, % 2016/17 43,478,710 43,391,172 43,391, % 2017/18 45,190,582 In process of collection Property taxes are collected in two installments in Minnesota--the first by May 15 and the second by October Mobile home taxes are collectible in full by August 31. Minnesota Statutes require that levies (taxes and special assessments) for debt service be at least 105% of the actual debt service requirements to allow for delinquencies. 1 This reflects the Final Levy Certification of the City after all adjustments have been made. 2 Collections are through January 1, Second half tax payments on agricultural property are due on November 15th of each year. 22

27 TAX CAPACITY RATES / / / / /18 Hennepin County % % % % % City of Brooklyn Park % % % % % I.S.D. No. 11 (Anoka-Hennepin) % % % % % I.S.D. No. 279 (Osseo Area Schools) % % % % % I.S.D. No. 281 (Robbinsdale) % % % % % Metropolitan Mosquito 0.563% 0.507% 0.483% 0.475% 0.456% Metropolitan Council 1.069% 0.976% 0.925% 0.883% 0.844% Metropolitan Transit 1.703% 1.523% 1.491% 1.463% 1.383% Three Rivers Park District 4.169% 3.789% 3.601% 3.365% 3.161% Park Museum 0.766% 0.702% 0.712% 0.711% 0.710% HCRRA 1.777% 1.817% 1.879% 1.925% 1.962% Hennepin County HRA 0.514% 0.471% 0.439% 0.497% 0.457% Referendum Market Value Rates: City of Brooklyn Park % % % % % I.S.D. No. 11 (Anoka-Hennepin) % % % % % I.S.D. No. 279 (Osseo Area Schools) % % % % % I.S.D. No. 281 (Robbinsdale) % % % % % Source: Tax Levies and Collections and Tax Capacity Rates have been furnished by Hennepin County. LEVY LIMITS The State Legislature has periodically imposed limitations on the ability of municipalities to levy property taxes. For taxes levied in 2013, payable in 2014, only, the Legislature imposed a one year levy limit on all counties with a population greater than 5,000, and all cities with a population greater than 2,500. While these limitations have expired, the potential exists for future legislation to limit the ability of local governments to levy property taxes. All previous limitations have not limited the ability to levy for the payment of debt service on bonded indebtedness. For more detailed information about Minnesota levy limits, contact the Minnesota Department of Revenue or Ehlers & Associates. 1 After reduction for state aids. Does not include the statewide general property tax against commercial/industrial, non-homestead resorts and seasonal recreational residential property. 23

28 THE ISSUER CITY GOVERNMENT The City of Brooklyn Park was organized as a municipality in The City operates under a home rule charter form of government consisting of a seven-member City Council of which the Mayor is a voting member. The City Manager, City Clerk, and Finance Director are responsible for administrative details and financial records. EMPLOYEES; PENSIONS; UNIONS The City currently has 369 full-time, 40 part-time, and 199 seasonal employees. All full-time and certain part-time employees of the City are covered by defined benefit pension plans administered by the Public Employee 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. PERA members belong to either the Coordinated Plan or the Basic Plan. Coordinated members are covered by Social Security. See the Notes to Financial Statements in Appendix A for a detailed description of the Plans. Recognized and Certified Bargaining Units Status of Contracts Expiration Date of Bargaining Unit Current Contract IVOE Local 49 December 31, 2019 Brooklyn Park Police Federation December 31, 2017 Teamsters Police Department Local 320 (Non-licensed) December 31, 2017 Police Supervisors December 31, 2017 IAFF- Full-time Firefighters December 31, 2019 The Police Federation contract which expired on December 31, 2017 is currently in negotiations. The Teamsters Police Department contract is going to mediation and the Police Supervisors have not yet begun negotiations. POST EMPLOYMENT BENEFITS The City has obligations for some post-employment benefits (some mandated by State Statute and others that cover a portion of the cost of health insurance during retirement) for the majority of its employees. Accounting for these obligations is dictated by Governmental Accounting Standards Board Statement No. 45 (GASB 45). The City has completed an actuarial study of its obligations. The study shows an actuarial accrued liability of $6,318,294 with a discount rate of 3.5% as of January 1, The City is currently funding these obligations on a pay-as-you-go basis. 24

29 LITIGATION There is no litigation threatened or pending questioning the organization or boundaries of the City or the right of any of its officers to their respective offices or in any manner questioning their rights and power to execute and deliver the Bonds or otherwise questioning the validity of the Bonds. MUNICIPAL BANKRUPTCY Municipalities are prohibited from filing for bankruptcy under Chapter 11 (reorganization) or Chapter 7 (liquidation) of the U.S. Bankruptcy Code (11 U.S.C ) (the "Bankruptcy Code"). Instead, the Bankruptcy Code permits municipalities to file a petition under Chapter 9 of the Bankruptcy Code, but only if certain requirements are met. These requirements include that the municipality must be "specifically authorized" under State law to file for relief under Chapter 9. For these purposes, "State law" may include, without limitation, statutes of general applicability enacted by the State legislature, special legislation applicable to a particular municipality, and/or executive orders issued by an appropriate officer of the State s executive branch. As of the date hereof, Minnesota Statutes, , authorizes municipalities to file for bankruptcy relief under Chapter 9 of the Bankruptcy Code. A municipality is defined in United States Code, title 11, section 101, as amended through December 31, 1996, but limited to a county, statutory or home rule charter city, or town; or a housing and redevelopment authority, economic development authority, or rural development financing authority established under Chapter 469, a home rule charter or special law. 25

30 FUNDS ON HAND (As of December 31, 2017) Total Cash Fund and Investments General $ 17,939,708 Special Revenue (Ice Arena, Brookland, BBA, Brooklynk) 384,026 Debt Service (1,359,098) Capital Projects 21,989,490 Enterprise Funds 31,000,103 Internal Service Funds 9,094,454 Economic Development Authority 37,676,215 Total Funds on Hand $ 116,724,898 26

31 ENTERPRISE FUNDS Revenues available for debt service on the City's enterprise funds have been as follows as of December 31 each year: Public Utilities Total Operating Revenues $14,449,111 $15,159,796 $15,004,043 Less: Operating Expenses (14,095,977) (14,961,319) (15,554,330) Operating Income $ 353,134 $ 198,477 $ (550,287) Plus: Depreciation 3,158,905 3,214,092 3,280,346 Revenues Available for Debt Service $ 3,512,039 $ 3,412,569 $ 2,730,059 Storm Sewer Total Operating Revenues $ 1,288,170 $ 1,364,507 $ 1,431,305 Less: Operating Expenses (1,814,105) (2,118,554) (2,059,738) Operating Income $ (525,935) $ (754,047) $ (628,433) Plus: Depreciation 936, , ,764 Revenues Available for Debt Service $ 410,826 $ 187,441 $ 308,331 27

32 SUMMARY GENERAL FUND INFORMATION Following are summaries of the revenues and expenditures and fund balances for the City's General Fund. These summaries are not purported to be the complete audited financial statements of the City, and potential purchasers should read the included financial statements in their entirety for more complete information concerning the City. Copies of the complete statements are available upon request. Appendix A includes the City s 2016 audited financial statements. FISCAL YEAR ENDING DECEMBER 31 COMBINED STATEMENT 2014 Audited 2015 Audited 2016 Audited 2017 Unaudited Adopted Budget 2 Revenues Property taxes $ 33,122,742 $ 34,894,241 $ 36,072,957 $ 39,646,287 $ 41,351,560 Special assessments 221, , ,504 74, ,000 Fees, licenses and permits 2,933,551 2,885,834 2,947,858 3,778,342 2,728,975 Fines and forfeitures 395, , , , ,500 Intergovernmental 2,090,945 2,053,884 1,994, Donations 3,480 34,176 30, Refunds and reimbursements 59,190 34,316 24, Charges for services 2,864,142 3,092,764 2,475,274 3,162,522 2,949,007 Interest on assessments 9,934 4, Investment earnings 213, , , , ,698 Net change in fair value of investments 333,495 (89,552) (84,793) 0 0 Lease income 227, , , Other miscellaneous revenues 1,064,712 1,112,925 1,174,009 1,855,971 1,868,790 Total Revenues $ 43,539,945 $ 45,052,617 $ 45,994,401 $ 49,004,190 $ 49,940,530 Expenditures Current: General government $ 4,657,555 $ 4,617,630 $ 5,278,094 $ 5,141,239 $ 6,480,846 Community development 1,571,916 1,523,558 1,523,653 3,756,213 1,769,428 Public safety 25,367,582 26,683,180 27,492,186 26,285,308 29,848,842 Public works 3,608,040 3,378,220 3,362,322 7,026,941 3,982,213 Recreation & Parks 6,945,540 7,271,997 7,254,683 4,389,494 8,468,280 Debt service 2,934 2,934 39, Total Expenditures $ 42,153,567 $ 43,477,519 $ 44,950,801 $ 46,599,195 $ 50,549,609 Excess of revenues over (under) expenditures $ 1,386,378 $ 1,575,098 $ 1,043,600 $ 2,404,995 $ (609,079) Other Financing Sources (Uses) Operating transfers in $ 364,375 $ 315,130 $ 562,381 $ 502,198 $ 609,079 Operating transfers out (460,162) (3,211) (1,722,698) (105,982) 0 Proceeds from sale of capital assets Total Other Financing Sources (Uses) $ (95,612) $ 312,644 $ (1,160,317) $ 396,216 $ 609,079 Net Changes in Fund Balances $ 1,290,766 $ 1,887,742 $ (116,717) $ 2,801,211 $ 0 General Fund Balance January 1 14,002,598 15,293,364 17,181,106 17,064,389 General Fund Balance December 31 $ 15,293,364 $ 17,181,106 $ 17,064,389 $ 19,865,600 DETAILS OF DECEMBER 31 FUND BALANCE Nonspendable $ 64,088 $ 143,458 $ 23,892 $ 56,985 Unassigned 15,229,276 17,037,648 17,040,497 19,808,615 Total $ 15,293,364 $ 17,181,106 $ 17,064,389 $ 19,865, Unaudited data is as of December 31, The 2018 budget was adopted on December 4,

33 GENERAL INFORMATION LOCATION The City of Brooklyn Park, with a 2010 U.S. Census population of 75,781, and a current population estimate of 78,823, and comprising an area of 27 square miles, is located approximately 10 miles north of the City of Minneapolis. LARGER EMPLOYERS 1 Larger employers in the City of Brooklyn Park include the following: Firm Type of Business/Product Estimated No. of Employees Target Corporation Corporate offices, distribution center, retail stores 3,100 I.S.D. No. 279 (Osseo) Elementary and secondary education 3,085 Medtronic Cardiovascular device design & manufacturing 1,525 Caterpillar Paving Products Construction & mining equipment manufacturing 700 North Hennepin Community College Post-secondary education 610 City of Brooklyn Park Municipal government and services 608 Egan Company Mechanical & electrical system contractors 400 Accellent Medical device manufacturing & engineering 395 GLS Company Marketing services 375 Living Word Christian Center Church, school, and community services 299 Source: ReferenceUSA, written and telephone survey (April 2018), and the Minnesota Department of Employment and Economic Development. 1 This does not purport to be a comprehensive list and is based on available data obtained through a survey of individual employers, as well as the sources identified above. Some employers do not respond to inquiries for employment data. 29

34 BUILDING PERMITS New Single Family Homes No. of building permits Valuation $26,376,000 $30,099,000 $30,856,000 $20,969,000 $3,029,000 New Town Homes No. of Permits 4 (24 units) 32 (5 bldgs) 21 (3 bldgs) 18 (3 bldgs) 0 Valuation $4,365,000 $5,742,000 $3,705,000 $3,269,000 $0 New Apartments No. of Permits (177 units) 1 (203 units) 0 Valuation 0 $24,130,000 $21,814,000 $28,777,000 0 New Commercial/Industrial No. of building permits Valuation $126,179,000 $81,097,000 $75,506,000 $100,746,000 $15,597,000 All Building Permits (including additions and remodelings) No. of building permits 5,572 5,944 5,989 13,197 1,863 Valuation $181,617,000 $168,369,000 $161,038,000 $224,786,000 $27,026,000 Source: The City. 1 As of April 4,

35 U.S. CENSUS DATA Population Trend: City of Brooklyn Park, Minnesota Income and Age Statistics 2000 U.S. Census population 67, U.S. Census population 75, State Demographer's Estimate 78,823 Percent of Change % City of Brooklyn Park Hennepin County State of Minnesota United States 2016 per capita income $27,424 $39,939 $33,225 $29, median household income $65,695 $67,989 $63,217 $55, median family income $77,496 $90,932 $79,595 $67, median gross rent $900 $982 $873 $ median value owner occupied units $186,400 $235,800 $191,500 $184, median age 33.1 yrs yrs yrs yrs. State of Minnesota United States City % of 2016 per capita income 82.54% 91.95% City % of 2016 median family income 97.36% % Housing Statistics City of Brooklyn Park Percent of Change All Housing Units 24,846 28, % Source: 2000 and 2010 Census of Population and Housing, and 2016 American Community Survey (Based on a five-year estimate), U.S. Census Bureau ( EMPLOYMENT/UNEMPLOYMENT DATA Rates are not compiled for individual communities within counties. Average Employment Average Unemployment Year Hennepin County Hennepin County State of Minnesota , % 4.2% , % 3.7% , % 3.8% , % 3.5% 2018, March 683, % 3.8% Source: Minnesota Department of Employment and Economic Development. 31

36 APPENDIX A FINANCIAL STATEMENTS Potential purchasers should read the included financial statements in their entirety for more complete information concerning the City s financial position. Such financial statements have been audited by the Auditor, to the extent and for the periods indicated thereon. The City has not requested the Auditor to perform any additional examination, assessments or evaluation with respect to such financial statements since the date thereof, nor has the City requested that the Auditor consent to the use of such financial statements in this Official Statement. Although the inclusion of the financial statements in this Official Statement is not intended to demonstrate the fiscal condition of the City since the date of the financial statements, in connection with the issuance of the Bonds, the City represents that there have been no material adverse change in the financial position or results of operations of the City, nor has the City incurred any material liabilities, which would make such financial statements misleading. Copies of the complete audited financial statements for the past three years and the current budget are available upon request from Ehlers. A-1

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133 APPENDIX B FORM OF LEGAL OPINION (See following page) B-1

134 $ City of Brooklyn Park, Minnesota General Obligation Refunding Bonds Series 2018A We have acted as bond counsel to the City of Brooklyn Park, Minnesota (the Issuer ) in connection with the issuance by the Issuer of its General Obligation Refunding Bonds, Series 2018A (the Bonds ), originally dated May, 2018, and issued in the original aggregate principal amount of $. In such capacity and for the purpose of rendering this opinion we have examined 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 in accordance with their terms. 2. The principal of and interest on the Bonds are payable from net revenues of the sewer and water systems of the Issuer, but if necessary for the payment thereof, 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 (although interest on the Bonds is included in adjusted current earnings in calculating corporate alternative minimum taxable income for taxable years that began prior to January 1, 2018), 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 v1 SEL BR B-2