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HomeMy WebLinkAboutResolution No. 064-16 - ApproveConduitFinance.TheBuckeyeProjectCITY OF ROCHESTER COUNTY OF OLMSTED STATE OF MINNESOTA RESOLUTION NO. RESOLUTION AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF MULTIFAMILY HOUSING REVENUE BONDS; ADOPTING A HOUSING PROGRAM; AND APPROVING THE FORMS OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS AND RELATED DOCUMENTS Section 1. Recitals. 1.01. The City of Rochester, Minnesota (the "City") is a home rule city duly organized and existing under its Charter and the Constitution and laws of the State of Minnesota. 1.02. Pursuant to Minnesota Statutes, Chapter 462C, as amended (the "Act"), the City is authorized to issue revenue bonds to provide funds to finance multifamily rental housing developments located within the City. 1.03. The Buckeye LLC, a Minnesota limited liability company (the "Borrower"), has proposed that the City issue its revenue bonds in the approximate aggregate principal amount of $16,500,000, in two series, bearing interest at fixed and/or variable rates, to be offered publicly and/or privately placed (the "Bonds"). 1.04. The proceeds of the Bonds are proposed to be loaned by the City to the Borrower for the purposes of financing the acquisition, construction, and equipping of an approximately 92-unit multifamily rental housing development and functionally related facilities with underground parking to be located at the southeast corner of the intersection of Third Avenue SE and Fourth Street SE in the City (the "Project"). The Project is designed as market -rate housing with at least twenty percent (20%) of the units reserved for rental to and occupancy by persons and families of low and moderate income. The Borrower will also use the proceeds of the Bonds to (i) fund of one or more reserve funds to secure the timely payment of the Bonds, if necessary; (ii) pay interest on the Bonds during the construction of the Project, if necessary; and (iii) pay the costs of issuing the Bonds. 1.05. In accordance with the Act, the City has prepared a housing program (the "Housing Program") to authorize the issuance by the City of the Bonds to finance the acquisition, construction, and equipping by the Borrower of the Project. 1.06. On January 20, 2016, the Common Council (the "Council") adopted Resolution No. 019-16, authorizing the submission of an application to the office of Minnesota Management & Budget for an allocation of bonding authority with respect to the Bonds to finance the Project in accordance with the requirements of Minnesota Statutes, Chapter 474A, as amended, and providing preliminary approval for the sale and issuance of the Bonds. 1.07. A notice of public hearing (the "Public Notice") was published in the Post -Bulletin, the official newspaper of and a newspaper of general circulation in the City, with respect to the required public hearing under Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), and Section 462C.04, subdivision 2 of the Act. 474482v1 JAB RC110-60 1.08. The Public Notice was published at least fifteen (15) days before the regularly scheduled meeting of the Council of the City, and on the date hereof, the Council conducted a public hearing at which a reasonable opportunity was provided for interested individuals to express their views, both orally and in writing. Section 2. Housing Program. The Housing Program, in the form substantially on file with the City, is hereby approved. Section 3. Series 2016A Bonds. 3.01. The Borrower has requested that the City issue, sell, and deliver its Multifamily Housing Revenue Bonds (The Buckeye Project), Series 2016A (the "Series 2016A Bonds"), in an aggregate principal amount of approximately $14,300,000. The Series 2016A Bonds are proposed to be purchased by Bremer Bank, National Association, a national banking association (the "Senior Lender"). 3.02. The proceeds derived from the sale of the Series 2016A Bonds will be loaned by the City to the Borrower pursuant to the terms of a Loan Agreement, dated or on after March 1, 2016 (the "Series 2016A Loan Agreement"), between the City and the Borrower. 3.03. The Series 2016A Bonds will be issued pursuant to this resolution and the Act, and the Series 2016A Bonds and the interest thereon (i) shall be payable solely from the revenues pledged therefor under the Series 2016A Loan Agreement and additional sources of revenues provided by or on behalf of the Borrower; (ii) shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation; (iii) shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers; (iv) shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City other than the City's interest in the Series 2016A Loan Agreement; and (v) shall not constitute a general or moral obligation of the City. 3.04. The loan repayments to be made by the Borrower under the Series 2016A Loan Agreement will be fixed so as to produce revenue sufficient to pay the principal of, premium, if any, and interest on the Series 2016A Bonds when due. The City will assign its rights to the basic payments and certain other rights under the Series 2016A Loan Agreement to the Senior Lender pursuant to the terms of an Assignment of Loan Agreement, to be dated on or after March 1, 2016 (the "Assignment of Series 2016A Loan Agreement"), between the City and the Senior Lender. The Borrower will secure its obligations by executing and delivering to the City a Combination Mortgage, Security Agreement, and Fixture Financing Statement, to be dated on or after March 1, 2016 (the "Senior Mortgage"), and an Assignment of Leases and Rents, to be dated on or after March 1, 2016 (the "Senior Assignment of Leases and Rents"), to be assigned by the City to the Senior Lender pursuant to an Assignment of Combination Mortgage, Security Agreement, and Fixture Financing Statement and of Assignment of Leases and Rents, to be dated on or after March 1, 2016 (the "Assignment of Senior Mortgage"). The proceeds of the Series 2016A Bonds will be disbursed by the Senior Lender pursuant to the Series 2016A Loan Agreement and a Disbursing Agreement, to be dated on or after March 1, 2016 (the "Disbursing Agreement"), between the Borrower, the Senior Lender, the servicer for the Senior Lender, the Trustee (as defined herein), and a disbursing agent named therein. 3.05. The City acknowledges, finds, determines, and declares that the issuance of the Series 2016A Bonds is authorized by the Act and is consistent with the purposes of the Act and that the issuance of the Series 2016A Bonds and the other actions of the City under the Series 2016A Loan Agreement and this resolution constitute a public purpose and are in the interests of the City. In authorizing the issuance of the Series 2016A Bonds for the financing of the Project and the related costs, 474482v1 JAB RC110-60 the City's purpose is and the effect thereof will be to promote the public welfare of the City and its residents by providing multifamily housing developments for low or moderate income residents of the City and otherwise furthering the purposes and policies of the Act. 3.06. For the purposes set forth above, there is hereby authorized the issuance, sale, and delivery of the Series 2016A Bonds in the approximate aggregate principal amount of $14,300,000. The Series 2016A Bonds shall bear interest at the rates, shall be designated, shall be numbered, shall be dated, shall mature, shall be in the aggregate principal amount, shall be subject to redemption prior to maturity, shall be in such form, and shall have such other terms, details, and provisions as are prescribed in the form of Series 2016A Bonds now on file with the City, with the amendments referenced herein. The City hereby authorizes the Series 2016A Bonds to be issued, in whole or in part, as "tax-exempt bonds," the interest on which is not includable in gross income for federal and State of Minnesota income tax purposes. All of the provisions of the Series 2016A Bonds, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Series 2016A Bonds shall be substantially in the form on file with the City, which form is hereby approved, with such necessary and appropriate variations, omissions, and insertions (including changes to the aggregate principal amount of the Series 2016A Bonds, the stated maturities of the Series 2016A Bonds, the interest rates on the Series 2016A Bonds and the terms of redemption of the Series 2016A Bonds) as the Mayor and the City Clerk, in their discretion, shall determine. The execution of the Series 2016A Bonds with the manual or facsimile signatures of the Mayor and the City Clerk and the delivery of the Series 2016A Bonds by the City shall be conclusive evidence of such determination. 3.07. The Series 2016A Bonds shall be special, limited obligations of the City payable solely from the revenues provided by the Borrower pursuant to the Series 2016A Loan Agreement, including revenues derived from the Project. The Council of the City hereby authorizes and directs the Mayor and the City Clerk to execute the Series 2016A Bonds in accordance with the terms thereof. 3.08. The Mayor and the City Clerk are hereby authorized and directed to execute and deliver the Series 2016A Loan Agreement. All of the provisions of the Series 2016A Loan Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Series 2016A Loan Agreement shall be substantially in the form on file with the City which are hereby approved, with such omissions and insertions as do not materially change the substance thereof, and as the Mayor and the City Clerk, in their discretion, shall determine, and the execution thereof by the Mayor and the City Clerk shall be conclusive evidence of such determinations. 3.09. The Mayor, the City Clerk, and the Finance Director of the City are hereby authorized to execute and deliver, on behalf of the City, such other documents and certificates as are necessary or appropriate in connection with the issuance, sale, and delivery of the Series 2016A Bonds, including the Assignment of Series 2016A Loan Agreement, the Assignment of Senior Mortgage, various certificates of the City, an Information Return for Tax -Exempt Private Activity Bond Issues, Form 8038 (Rev. April 2011), an endorsement of the City to the tax certificate of the Borrower, and similar documents. The City hereby authorizes Kennedy & Graven, Chartered, as bond counsel ("Bond Counsel"), to prepare, execute, and deliver its approving legal opinion with respect to the Series 2016A Bonds. 3.10. The City hereby authorizes the Borrower to provide such security for payment of its obligations under the Series 2016A Loan Agreement and for payment of the Series 2016A Bonds, 474482v1 JAB RC110-60 including the Senior Mortgage and the Senior Assignment of Leases and Rents, one or more guaranties, or any other security agreed upon by the Borrower and the Senior Lender, and the City hereby approves the execution and delivery of such security. 3.11 The City hereby waives the requirement that the Series 2016A Bonds, as privately placed bonds, be marketed in denominations of at least $100,000 to sophisticated investors. Section 4. Series 2016B Bonds. 4.01. The Borrower has requested that the City issue, sell, and deliver its Variable Rate Demand Multifamily Housing Revenue Bonds (The Buckeye Project), Series 2016B (the "Series 2016B Bonds"), in an aggregate principal amount of approximately $2,200,000. The Series 2016B Bonds are proposed to be sold publicly and underwritten by Dougherty & Company LLC, a Delaware limited liability company (the "Underwriter"). The Series 2016B Bonds will be subordinate in right of repayment to the Series 2016A Bonds. 4.02. The proceeds derived from the sale of the Series 2016B Bonds will be loaned by the City to the Borrower pursuant to the terms of a Loan Agreement, to be dated or on after March 1, 2016 (the "Series 2016B Loan Agreement"), between the City and the Borrower. 4.03. The Series 2016B Bonds will be issued pursuant to this resolution, the Act, and an Indenture of Trust, to be dated on or after March 1, 2016 (the "Indenture"), between the City and U.S. Bank National Association, a national banking association (the "Trustee"), and the Series 2016B Bonds and the interest on the Series 2016B Bonds (i) shall be payable solely from the revenues pledged therefor under the Series 2016B Loan Agreement and additional sources of revenue provided by or on behalf of the Borrower; (ii) shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation; (iii) shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers; (iv) shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City other than the City's interest in the Series 2016B Loan Agreement; and (v) shall not constitute a general or moral obligation of the City. 4.04. The loan repayments to be made by the Borrower under the Series 2016B Loan Agreement will be fixed so as to produce revenue sufficient to pay the principal of, premium, if any, and interest on the Series 2016B Bonds when due. Such loan repayments will be assigned to the Trustee under the terms of the Indenture. The Borrower will secure its obligations by executing and delivering to the City a Combination Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement, to be dated on or after March 1, 2016 (the "Subordinate Mortgage"), to be assigned by the City to Bridgewater Bank, a Minnesota banking corporation (the "Bank"), pursuant to an Assignment of Combination Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement, to be dated on or after March 1, 2016 (the "Assignment of Subordinate Mortgage"). The proceeds of the Series 2016B Bonds will be disbursed by the Trustee pursuant to the Series 2016B Loan Agreement and the Disbursing Agreement. 4.05. The City acknowledges, finds, determines, and declares that the issuance of the Series 2016B Bonds is authorized by the Act and is consistent with the purposes of the Act and that the issuance of the Series 2016B Bonds, and the other actions of the City under the Indenture, the Series 2016B Loan Agreement, and this resolution constitute a public purpose and are in the interests of the City. In authorizing the issuance of the Series 2016B Bonds for the financing of the Project and the related costs, the City's purpose is and the effect thereof will be to promote the public welfare of the City and its residents by providing multifamily housing developments for low or moderate income residents of the City and otherwise furthering the purposes and policies of the Act. 474482v1 JAB RC110-60 4 4.06. For the purposes set forth above, there is hereby authorized the issuance, sale, and delivery of the Series 2016B Bonds in the approximate aggregate principal of $2,200,000. The Series 2016B Bonds shall bear interest at the rates, shall be designated, shall be numbered, shall be dated, shall mature, shall be in the aggregate principal amount, shall be subject to redemption prior to maturity, shall be in such form, and shall have such other terms, details, and provisions as are prescribed in the Indenture, in the form now on file with the City, with the amendments referenced herein. The City hereby authorizes the Series 2016B Bonds to be issued, in whole or in part, as "tax-exempt bonds," the interest on which is not includable in gross income for federal and State of Minnesota income tax purposes. All of the provisions of the Series 2016B Bonds, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Series 2016B Bonds shall be substantially in the form in the Indenture on file with the City, which form is hereby approved, with such necessary and appropriate variations, omissions, and insertions (including changes to the aggregate principal amount of the Series 2016B Bonds, the stated maturities of the Series 2016B Bonds, the interest rates on the Series 2016B Bonds and the terms of redemption of the Series 2016B Bonds) as the Mayor and the City Clerk, in their discretion, shall determine. The execution of the Series 2016B Bonds with the manual or facsimile signatures of the Mayor and the City Clerk and the delivery of the Series 2016B Bonds by the City shall be conclusive evidence of such determination. 4.07. The Series 2016B Bonds shall be special, limited obligations of the City payable solely from the revenues provided by the Borrower pursuant to the Series 2016B Loan Agreement, including, on a subordinate basis to the Series 2016A Bonds, revenues of the Project, and other funds pledged pursuant to the Indenture and from payments made pursuant to an irrevocable letter of credit, to be dated on or after March 1, 2016 (the "Letter of Credit"), issued by the Bank pursuant to the terms of a Reimbursement Agreement, to be dated on or after March 1, 2016, between the Borrower and the Bank. A confirming irrevocable letter of credit, to be dated on or after March 1, 2016 (the "Confirming Letter of Credit"), will be issued by Federal Home Loan Bank of Des Moines. All of the provisions of the Indenture, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Indenture shall be substantially in the form on file with the City, which is hereby approved, with such necessary and appropriate variations, omissions and insertions as do not materially change the substance thereof, and as the Mayor and the City Clerk, in their discretion, shall determine, and the execution thereof by the Mayor and the City Clerk shall be conclusive evidence of such determination. The Mayor and the City Clerk are hereby authorized and directed the to execute the Indenture, and to deliver the Indenture to the Trustee, and are hereby authorized and directed to execute the Series 2016B Bonds in accordance with the terms of the Indenture. The Indenture shall provide the terms and conditions, covenants, rights, obligations, duties, and agreements of the owners of the Series 2016B Bonds, the City and the Trustee as set forth therein. 4.08. The Mayor and the City Clerk are hereby authorized and directed to execute and deliver the Series 2016B Loan Agreement and the Bond Purchase Agreement, to be dated on or after March 1, 2016 (the "Bond Purchase Agreement"), between the City, the Borrower, and the Underwriter. All of the provisions of the Series 2016B Loan Agreement and Bond Purchase Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Series 2016B Loan Agreement and Bond Purchase Agreement shall be substantially in the forms on file with the City which are hereby approved, with such omissions and 474482v1 JAB RC110-60 insertions as do not materially change the substance thereof, and as the Mayor and the City Clerk, in their discretion, shall determine, and the execution thereof by the Mayor and the City Clerk shall be conclusive evidence of such determinations. 4.09. The Mayor, the City Clerk, and the Finance Director of the City are hereby authorized to execute and deliver, on behalf of the City, such other documents and certificates as are necessary or appropriate in connection with the issuance, sale, and delivery of the Series 2016B Bonds, including the Assignment of Mortgage, various certificates of the City, an Information Return for Tax -Exempt Private Activity Bond Issues, Form 8038 (Rev. April 2011), an endorsement of the City to the tax certificate of the Borrower, and similar documents. The City hereby approves the execution and delivery by the Trustee of the Indenture and all other instruments, certificates, and documents prepared in conjunction with the issuance of the Series 2016B Bonds that require execution by the Trustee. The City hereby authorizes Bond Counsel to prepare, execute, and deliver its approving legal opinion with respect to the Series 2016B Bonds. 4.10. The City will not participate in the preparation of the Preliminary Official Statement or the Official Statement relating to the offer and sale of the Series 2016B Bonds (the "Official Statement") and will make no independent investigation with respect to the information contained therein, including the appendices thereto, and the City assumes no responsibility for the sufficiency, accuracy, or completeness of such information. Subject to the foregoing, the City hereby consents to the distribution and the use by the Underwriter of the Official Statement in connection with the offer and sale of the Series 2016B Bonds. The Official Statement is the sole material consented to by the City for use in connection with the offer and sale of the Series 2016B Bonds. 4.11. The City hereby authorizes the Borrower to provide such security for payment of its obligations under the Series 2016B Loan Agreement and for payment of the Series 2016B Bonds, including the Letter of Credit, the Confirming Letter of Credit, the Subordinate Mortgage, one or more guaranties, or any other security agreed upon by the Borrower and the Bank, and the City hereby approves the execution and delivery of such security. Section 5. Additional Findings and Certifications. 5.01. The Bonds are authorized to be issued in an amount not to exceed $16,500,000. On the date hereof the Series 2016A Bonds are expected to be issued in the approximate aggregate principal amount of $14,300,000 and the Series 2016B Bonds are expected to be issued in the approximate aggregate principal amount of $2,200,000. However, the final principal amount of both the Series 2016A Bonds and the Series 2016B Bonds may change so long as the aggregate principal amount of the Series 2016A Bonds and the Series 2016B Bonds combined does not exceed $16,500,000. 5.02. To ensure compliance with certain rental and occupancy restrictions imposed by the Act and Section 142(d) of the Code, and to ensure compliance with certain restrictions imposed by the City, the Mayor and City Clerk are also hereby authorized and directed to execute and deliver a Regulatory Agreement, to be dated on or after March 1, 2016 (the "Regulatory Agreement"), between the City, the Borrower, the Senior Lender, and the Trustee. All of the provisions of the Regulatory Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Regulatory Agreement shall be substantially in the form on file with the City which is hereby approved, with such omissions and insertions as do not materially change the substance thereof, or as the Mayor and the City Clerk, in their discretion, shall determine, and the execution thereof by the Mayor and the City Clerk shall be conclusive evidence of such determination. 474482v1 JAB RC110-60 6 5.03. Except as otherwise provided in this resolution, all rights, powers, and privileges conferred and duties and liabilities imposed upon the City or the Council by the provisions of this resolution or of the aforementioned documents shall be exercised or performed by the City or by such members of the Council, or such officers, board, body or agency thereof as may be required or authorized by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the aforementioned documents shall be deemed to be a covenant, stipulation, obligation, or agreement of any member of the Council of the City, or any officer, agent, or employee of the City in that person's individual capacity, and neither the Council of the City nor any officer or employee executing the Bonds shall be personally liable on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. No provision, covenant or agreement contained in the aforementioned documents, the Bonds, or in any other document relating to the Bonds, and no obligation therein or herein imposed upon the City or the breach thereof, shall constitute or give rise to a general or moral obligation of the City or any pecuniary liability of the City or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants, and representations set forth in such documents, the City has not obligated itself to pay or remit any funds or revenues, other than funds and revenues derived from the Series 2016A Loan Agreement and the Series 2016B Loan Agreement which are to be applied to the payment of the Bonds, as provided therein. 5.04. Except as herein otherwise expressly provided, nothing in this resolution or in the aforementioned documents expressed or implied is intended or shall be construed to confer upon any person or firm or corporation, other than the City, any holder of the Bonds issued under the provisions of this resolution, any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provisions hereof, this resolution, the aforementioned documents, and all of their provisions being intended to be and being for the sole and exclusive benefit of the City, and any holder from time to time of the Bonds issued under the provisions of this resolution. 5.05. In case any one or more of the provisions of this resolution, other than the provisions contained in the first sentence of Sections 3.07 and 4.07 hereof, or of the aforementioned documents, or of the Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this resolution, or of the aforementioned documents, or of the Bonds, but this resolution, the aforementioned documents, and the Bonds shall be construed and endorsed as if such illegal or invalid provisions had not been contained therein. 5.06. The Bonds, when executed and delivered, shall contain a recital that they are issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Bonds and the regularity of the issuance thereof, and that all acts, conditions, and things required by the laws of the State of Minnesota relating to the adoption of this resolution, to the issuance of the Bonds, and to the execution of the aforementioned documents to happen, exist, and be performed precedent to the execution of the aforementioned documents have happened, exist, and have been performed as so required by law. 5.07. The officers of the City, Bond Counsel, other attorneys, engineers, and other agents or employees of the City are hereby authorized to do all acts and things required of them by or in connection with this resolution, the aforementioned documents, and the Bonds, for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Bonds, the aforementioned documents, and this resolution. If for any reason the Mayor or the City Clerk is unable to execute and deliver the documents referred to in this resolution, such documents may be executed by any member of 474482v1 JAB RC110-60 7 the Council or any officer of the City delegated the duties of the Mayor or the City Clerk with the same force and effect as if such documents were executed and delivered by the Mayor or the City Clerk. 5.08. This resolution shall be in full force and effect from and after its approval. The approvals contained in the resolution are effective for one year after the date hereof. PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF ROCHESTER, MINNESOTA, THIS 17TH DAY OF FEBRUARY, 2016. ATTEST: CITY CLERK Approved this 17t' day of February, 2016. (Seal of the City of Rochester, Minnesota) PRESIDENT OF SAID COMMON COUNCIL MAYOR OF SAID CITY 474482v1 JAB RC110-60 CERTIFICATION I, the undersigned City Clerk of the City of Rochester, Minnesota, do hereby certify the following: The foregoing is true and correct and a copy of the Resolution is on file and of record in the offices of the City, which Resolution relates to authorizing the issuance, sale, and delivery of multifamily housing revenue bonds, adopting a housing program, and approving the forms of and authorizing the execution and delivery of the bonds and related documents, and said Resolution was duly adopted by the Rochester Common Council at a regular or special meeting of the Council held on the date therein indicated. Said meeting was duly called and regularly held and was open to the public and was held at the place at which meetings of the Council are regularly held, a quorum of the Council being present and acting throughout. Councilmember moved the adoption of the Resolution, which motion was seconded by Councilmember . A vote being taken on the motion, the following members of the Council voted in favor of the Resolution: and the following voted against the same: Whereupon said Resolution was declared duly passed and adopted. The Resolution is in full force and effect and no action has been taken by the Council which would in any way alter or amend the Resolution. WITNESS MY HAND officially as the City Clerk of the City of Rochester, Minnesota, this day of February, 2016. City Clerk City of Rochester, Minnesota 474482v1 JAB RC110-60