Loading...
HomeMy WebLinkAboutResolution No. 475-17 - ParkingRampProject.ProvidIssuanceandSaleofGO TIF RevenueBonds, Series2017B RESOLUTION NO. ____ CITY OF ROCHESTER COUNTY OF OLMSTED STATE OF MINNESOTA RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $21,265,000 GENERAL OBLIGATION TAX INCREMENT REVENUE BONDS, SERIES 2017B (PARKING RAMP PROJECT) FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; AND PROVIDING FOR THEIR PAYMENT A. WHEREAS, the Mayor announced that the next order of business was consideration of the proposals which had been received for the purchase of the City’s $21,265,000 General Obligation Tax Increment Revenue Bonds, Series 2017B (Parking Ramp Project). B. WHEREAS, the City Director of Finance presented a tabulation of the proposals that had been received. The proposals were as set forth in EXHIBIT A attached. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Rochester, Minnesota, as follows: Section 1. Sale of Bonds. 1.01. Authorization. (a) The City and Rochester Economic Development Authority the (“EDA”) have previously established Economic Development District No. 43 (the “Development District”), which is a “economic development district” under Minnesota Statutes, Sections 469.090 through 469.1082 (the “Enabling Act”). (b) Within the Development District, the City and EDA have approved the establishment of Tax Increment District No. 43-1 (the “TIF District”) and approved a tax increment financing plan (“TIF Plan”) for the TIF District, all pursuant to Minnesota Statutes, Sections 469.174 to 469.1794, as amended (the “TIF Act”) and Minnesota Statutes, Sections 469.40 to 469.47, as amended (the “DMC Act”). (c) The TIF District is located within the boundaries of the Destination Medical Center Development District as defined in Minnesota Statutes, Section 469.40, Subdivision 5, as amended (the “DMC District”) as adopted in the Destination Medical Center Development Plan as defined in Minnesota Statutes, Section 469.40, Subdivision 6, as amended (the “DMC Development Plan”). The DMCC has approved the Project and the Project is a Public Infrastructure Project as identified in the DMC Development Plan. (d) The City is authorized by its charter, the provisions of Section 469.178 of the TIF Act and the DMC Act to issue and sell its $21,265,000 General Obligation Tax Increment Revenue Bonds, Series 2017B (Parking Ramp Project) (the “Bonds”), which are secured by certain tax increments derived from or transferred into the TIF District to the extent pledged to the City by the EDA pursuant to the Pledge Agreement defined in Section 3.03 (“Pledged Tax Increments”), to pay all or a portion of the public redevelopment costs of the construction of an approximately 631-stall parking ramp (the “Project”) as authorized in the TIF Plan for the TIF District. (e) The TIF Plan for the TIF District authorizes public costs of the Project within the TIF District to be financed by the general obligations. 508740v1 JSB RC110-94 (f) The City is authorized by Minnesota Statutes, Section 475.60, Subdivision 2(9) to negotiate the sale of the bonds if the City has retained a municipal advisor in connection with such sale. The City has retained Springsted Incorporated as a municipal advisor (“Municipal Advisor”) in connection with the sale of the Bonds and the actions of the City staff and the City’s Municipal Advisor in negotiating the sale of the Bonds are ratified and confirmed in all aspects. 1.02. Award to the Purchaser and Interest Rates. The proposal of Piper Jaffray & Co., in Minneapolis, Minnesota (the “Purchaser”) to purchase the Bonds described in the Terms of Proposal thereof is hereby found and determined to be a reasonable offer and is hereby accepted, the proposal being to purchase the Bonds at a price of $22,537,335.86, for Bonds bearing interest as follows: Year Interest Rate Year Interest Rate 2019 2029 5.000% 2.250% 5.000% 2020 2030 3.000% 5.000% 2021 2031 2.750% 5.000% 2022 2032 2.750% 5.000% 2023 2033 2.875% 5.000% 2024 2034 2.875% 5.000% 2025 2035 3.000% 5.000% 2026 2036 3.000% 2027 5.000% 2037 3.000% 2028 2.000% 2038 3.125% 1.03. Purchase Contract. Any original issue premium and any rounding amount shall be credited to the Debt Service Fund or deposited in the Construction Fund created under Section 3 hereof, as determined by the City’s Municipal Advisor and the City Director of Finance. The City Director of Finance is directed to retain the good faith check of the Purchaser, pending completion of the sale of the Bonds. The Mayor and City Clerk are directed to execute a contract with the Purchaser on behalf of the City. 1.04. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell the Bonds pursuant to the TIF Act, the DMC Act and Minnesota Statutes, Chapter 475 (collectively, the “Act”), in the total principal amount of $21,265,000, originally dated their date of issuance, in fully registered form, numbered No. R-1 and upward, and issued in denominations of $5,000 each or any integral multiple thereof, bearing interest as above set forth, and maturing serially on February 1 in the years and amounts as follows: Year Amount Year Amount $550,000 2019 2029 $1,110,000 735,000 2020 2030 1,135,000 775,000 2021 2031 1,170,000 815,000 2022 2032 1,200,000 855,000 2023 2033 1,235,000 895,000 2024 2034 1,270,000 940,000 2025 2035 1,305,000 990,000 2026 2036 1,345,000 2027 1,035,000 2037 1,385,000 2028 1,090,000 2038 1,430,000 508740v1 JSB RC110-94 2 As may be requested by the Purchaser, one or more term Bonds (“Term Bonds”) may be issued having mandatory sinking fund redemption and final maturity amounts conforming to the foregoing principal repayment schedule, and corresponding additions may be made to the provisions of the applicable Bond(s). 1.05. Optional Redemption. The City may elect on February 1, 2027, and on any day thereafter to prepay Bonds due on or after February 1, 2028. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in Section 6 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant’s interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. Section 2. Registration and Payment. 2.01. Registered Form. The Bonds will be issued only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check or draft issued by the Registrar described herein. 2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest payment date preceding the date of authentication to which interest on the Bond has been paid or made available for payment, unless (i) the date of authentication is an interest payment date to which interest has been paid or made available for payment, in which case the Bond will be dated as of the date of authentication, or (ii) the date of authentication is prior to the first interest payment date, in which case the Bond will be dated as of the date of original issue. The interest on the Bonds is payable on February 1 and August 1 of each year, commencing August 1, 2018, to the registered owners of record thereof as of the close of th business on the 15 day of the immediately preceding month, whether or not that day is a business day. 2.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating agent and paying agent (the “Registrar”). The effect of registration and the rights and duties of the City and the Registrar with respect thereto are as follows: (a) Register. The Registrar will keep at its principal corporate trust office a bond register in which the Registrar provides for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the 15th day of the month preceding each interest payment date and until that interest payment date. (c) Exchange of Bonds. When any Bonds are surrendered by the registered owner for exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity as requested by the registered owner or the owner’s attorney in writing. 508740v1 JSB RC110-94 3 (d) Cancellation. Any Bonds surrendered upon a transfer or exchange will be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When a Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the endorsement on such Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar will incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name a Bond is registered in the bond register as the absolute owner of such Bond, whether such Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond and for all other purposes and payments so made to registered owner or upon the owner’s order will be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums to be paid. (g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner thereof for each transfer or exchange of Bonds, sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in lieu of and in substitution for a Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that such Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it and as provided by law, in which both the City and the Registrar must be named as obligees. Bonds so surrendered to the Registrar will be cancelled by the Registrar and evidence of such cancellation must be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it is not necessary to issue a new Bond prior to payment. (i) Redemption. In the event any of the Bonds are called for redemption, notice thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) to the registered owner of each Bond to be redeemed at the address shown on the registration books kept by the Registrar and by publishing the notice if required by law. Failure to give notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of the proceedings for the redemption of Bonds. Bonds so called for redemption will cease to bear interest after the specified redemption date, provided that the funds for the redemption are on deposit with the place of payment at that time. 2.04. Appointment of Initial Registrar. The City appoints the Director of Finance of the City as the initial Registrar. The Mayor and the Director of Finance are authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, the resulting corporation is authorized to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove the Registrar upon 30 days’ notice and upon the appointment of a successor Registrar, in 508740v1 JSB RC110-94 4 which event the predecessor Registrar must deliver all cash and Bonds in its possession to the successor Registrar and must deliver the bond register to the successor Registrar. On or before each principal or interest due date, without further order of this Council, the City Director of Finance will transmit to the Registrar monies sufficient for the payment of all principal and interest then due. 2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the direction of the City Director of Finance and will be executed on behalf of the City by the signatures of the Mayor and the City Clerk, provided that all signatures may be printed, engraved or lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose signature appears on the Bonds ceases to be such officer before the delivery of a Bond, that signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. Notwithstanding such execution, no Bond will be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of authentication on the Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on a Bond is conclusive evidence that it has been authenticated and delivered under this Resolution. When the Bonds have been so prepared, executed and authenticated, the City Director of Finance will deliver the same to the Purchaser thereof upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the application of the purchase price. 2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds one or more typewritten temporary Bonds in substantially the form set forth in EXHIBIT B with such changes as may be necessary to reflect more than one maturity in a single temporary bond. Upon the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and cancelled. 2.07. Form of Bonds. The Bonds will be printed or typewritten in substantially the form attached hereto as EXHIBIT B. 2.08. Approving Legal Opinion. The City Clerk will obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which will be complete except as to dating thereof and will cause the opinion to be printed on or accompany each Bond. Section 3. Payment; Security; Pledges and Covenants. 3.01 Debt Service Fund. The Bonds are payable from the General Obligation Tax Increment Revenue Bonds, Series 2017B (Parking Ramp Project) Debt Service Fund (the “Debt Service Fund”) hereby created. The City Finance Director will timely deposit in the Debt Service Fund the Pledged Tax Increments and the proceeds of ad valorem taxes hereinafter levied (the “Taxes”). There is also hereby pledged and appropriated to the Debt Service Fund (i) any amount over the minimum purchase price paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03 hereof; (ii) all investment earnings on funds in the Debt Service Fund; and (iii) any and all other moneys which are properly available and are appropriated by the City Council to the Debt Service Fund. If a payment of principal or interest on the Bonds becomes due when there is not sufficient money in the Debt Service Fund to pay the same, the Director of Finance will pay such principal or interest from the other funds of the City and such fund will be reimbursed for those advances out of the Pledged Tax Increments. 508740v1 JSB RC110-94 5 3.02. Construction Fund. Proceeds of the Bonds, less the appropriations made in paragraph (a), together with any other funds appropriated by the City for the Project will be deposited in an separate construction fund (the “Construction Fund”) to be used solely to defray expenses of the Project and the payment of principal and interest on the Bonds prior to the completion and payment of all costs of the Project. When the Project is complete and the cost thereof paid, the Construction Fund will be closed and any balance therein will be deposited in the Debt Service Fund. 3.03. Pledge Agreement. A Tax Increment Pledge Agreement between the City and the EDA (the “Pledge Agreement”) is hereby approved and shall be executed in substantially the form on file with the City, with such additions, deletions, and other changes as are approved by the City Clerk. The Pledge Agreement is to be executed and delivered in order to satisfy the requirements of Minnesota Statutes, Section 469.178, subdivision 2, and Sections 475.58, Subdivision 1, and 475.61, subdivision 1, of the Act. The Pledge Agreement creates rights in the City and the EDA but is not intended to create duties or obligations of the City or the EDA to any other persons (including the beneficial or registered owners of the Bonds) with respect to the Pledged Tax Increments or other revenues described or referenced in the Pledge Agreement, except to the extent required by applicable law, and is not intended to create rights in or claims by any other persons (including the beneficial or registered owners of the Bonds) with respect to the Pledged Tax Increments or other revenues described or referenced in the Pledge Agreement, except to the extent required by applicable law. The City and the EDA may pledge Pledged Tax Increments to any other obligation on a parity basis with the pledge hereunder, and may release the pledge of any tax increments hereunder, including release of any parcel within any of the TIF District, so long as the remaining pledged tax increments are reasonably expected to pay at least 20% of the principal and interest when due on the outstanding Bonds. 3.04 Tax Increments. The City hereby appropriates Pledged Tax Increments to the Debt Service Fund, which appropriation is sufficient to pay more than 20% of the principal of an interest on the Bonds and shall continue until all of the Bonds and any additional bonds payable from the Debt Service Account, are paid or discharged. The City hereby expressly reserves the right to use the Pledged Tax Increments to pay principal and interest on the Bonds and to finance other costs set forth in the applicable TIF Plan not financed hereby or to finance costs of other projects to be undertaken from time to time within the Project in accordance with the Economic Development Plan for the Development District and the TIF Plan, as they may from time to time be amended. 3.05 Future Tax Levies. Each year at the time the City makes its annual tax levies the Director of Finance will determine the amount of Pledged Tax Increments and any other funds appropriated to and then held in the Debt Service Fund and the estimated collections of Pledged Tax Increments to be received in the next succeeding year. In the event that it is anticipated that the aggregate of said sums will not be sufficient to pay the principal and interest on the Bonds to become due in the first calendar year thereafter and the first 6 months of the succeeding calendar year, the Common Council shall pass a resolution requesting the County Auditor of Olmsted County to levy an ad valorem tax in an amount as is necessary, together with the aforementioned funds then held in the Debt Service Account and said estimated collections of Tax Increments, to pay the principal and interest on the Bonds to become due during said period. 3.04 Coverage Test. The collections of Pledged Tax Increments and other revenues herein pledged are such that if collected in full they produce at least 5% in excess of the amount needed to meet when due the principal and interest payments on the Bonds. 3.05 General Obligation Pledge. For the prompt and full payment of the principal and interest on the Bonds, as the same respectively become due, the full faith, credit, resources and taxing powers of the City have been irrevocably pledged. If the balance in the Debt Service Account is ever insufficient to 508740v1 JSB RC110-94 6 pay all principal and interest then due on the Bonds and any other bonds payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, and such other funds may be reimbursed with or without interest from the Debt Service Account when a sufficient balance is available therein. Section 4. Tax Covenant. 4.01. Tax Exempt Bonds. The City covenants and agrees with the holders from time to time of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder, in effect at the time of such actions, and that it will take or cause its officers, employees or agents to take, all affirmative action within its power that may be necessary to ensure that such interest will not become subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Bonds. 4.02. Rebate. The City will comply with requirements necessary under the Code to establish and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the Code, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Bonds and the rebate of excess investment earnings to the United States. 4.03 No Designation of Qualified Tax-Exempt Obligations. The Bonds have not been designated as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code. 4.04. Not Private Activity Bonds. The City further covenants not to use the proceeds of the Bonds or the Project or to cause or permit them to be used, in such a manner as to cause the Bonds to be “private activity bonds” within the meaning of Sections 103 and 141 through 150 of the Code. The City has elected to allocate other available funds to a portion of the Project which will be subject to an arrangement for private use. Section 5. Authentication of Transcript. 5.01. City Proceedings and Records. The officers of the City are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and marketability of the Bonds, and such instruments, including any heretofore furnished, may be deemed representations of the City as to the facts stated therein. 5.02 Certification as to Official Statement. The Mayor and City Clerk are authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the Official Statement is a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement. 508740v1 JSB RC110-94 7 Section 6. Book-Entry System; Limited Obligation of City. 6.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or printed fully registered Bond for each of the maturities set forth in Section 1.04 hereof. Upon initial issuance, the ownership of each Bond will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, and its successors and assigns (“DTC”). Except as provided in this section, all of the outstanding Bonds will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. 6.02. Participants. With respect to Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent will have no responsibility or obligation to any broker dealers, banks and other financial institutions from time to time for which DTC holds Bonds as securities depository (the “Participants”) or to any other person on behalf of which a Participant holds an interest in the Bonds, including but not limited to any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any other person (other than a registered owner of Bonds, as shown by the registration books kept by the Registrar,) of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other person, other than a registered owner of Bonds, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The City, the Registrar and the Paying Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal, premium and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to or on the order of the respective registered owners, as shown in the registration books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and discharge the City’s obligations with respect to payment of principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Bonds, as shown in the registration books kept by the Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City Director of Finance of a written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the words “Cede & Co.,” will refer to such new nominee of DTC; and upon receipt of such a notice, the City Director of Finance will promptly deliver a copy of the same to the Registrar and Paying Agent. 6.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket Issuer Letter of Representations (the “Representation Letter”) which shall govern payment of principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or Registrar subsequently appointed by the City with respect to the Bonds will agree to take all action necessary for all representations of the City in the Representation letter with respect to the Registrar and Paying Agent, respectively, to be complied with at all times. 6.04. Transfers Outside Book-Entry System. In the event the City, by resolution of the Common Council, determines that it is in the best interests of the persons having beneficial interests in the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC will notify the Participants, of the availability through DTC of Bond certificates. In such event the City will issue, transfer and exchange Bond certificates as requested by DTC and any other registered owners in accordance with the provisions of this Resolution. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and discharging its responsibilities with respect thereto under applicable law. In such event, if no successor securities depository is appointed, the City will issue and the Registrar will authenticate Bond certificates in 508740v1 JSB RC110-94 8 accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method of payment thereof. 6.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with respect to principal of, premium, if any, and interest on the Bond and notices with respect to the Bond will be made and given, respectively in the manner provided in DTC’s Operational Arrangements, as set forth in the Representation Letter. Section 7. Continuing Disclosure. 7.01. Execution of Continuing Disclosure Certificate. “Continuing Disclosure Certificate” means that certain Continuing Disclosure Certificate executed by the Mayor and City Clerk and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. The Mayor and City Clerk are hereby authorized and directed to execute the Continuing Disclosure Certificate on behalf of the City. 7.02. City Compliance with Provisions of Continuing Disclosure Certificate. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure of the City to comply with the Continuing Disclosure Certificate is not to be considered an event of default with respect to the Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under the Continuing Disclosure Certificate. Section 8. Defeasance. When all Bonds and all interest thereon, have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution to the holders of the Bonds will cease, except that the pledge of the full faith and credit of the City for the prompt and full payment of the principal of and interest on the Bonds will remain in full force and effect. The City may discharge all Bonds which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full. If any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit Section 9. Effective Date. This resolution shall be in full force and effect from and after its passage. 508740v1 JSB RC110-94 9 PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF ROCHESTER, MINNESOTA, THIS 16TH DAY OF OCTOBER, 2017. _________________________________________ PRESIDENT OF SAID COMMON COUNCIL ATTEST: _________________________ CITY CLERK Approved this 16th day of October, 2017. (Seal of the City of Rochester, Minnesota) MAYOR OF SAID CITY 508740v1 JSB RC110-94 10 C E R T I F I C A T I O N 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 the issuance by the City of its General Obligation Tax Increment Revenue Bonds, Series 2017B (Parking Ramp Project). Said Resolution was duly adopted by the Rochester Common Council at a regular or special meeting of the Council held on October 16, 2017. 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: President _____________, Councilmembers 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. th WITNESS MY HAND officially as the City Clerk of the City of Rochester, Minnesota, this 16 day of October, 2017. _________________________________________ City Clerk City of Rochester, Minnesota 508740v1 JSB RC110-94 EXHIBIT A PROPOSALS 508740v1 JSB RC110-94 A-1 508740v1 JSB RC110-94 A-2 508740v1 JSB RC110-94 A-3 FORM OF BOND UNITED STATES OF AMERICA STATE OF MINNESOTA OLMSTED COUNTY CITY OF ROCHESTER R-_________ $_____________ GENERAL OBLIGATION TAX INCREMENT REVENUE BOND, SERIES 2017B (PARKING RAMP PROJECT) INTEREST MATURITY DATE OF CUSIP RATE DATE ORIGINAL ISSUE February 1, 20___ _______, 2017 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: _________________________________________ DOLLARS The City of Rochester, Olmsted County, Minnesota (the “Issuer”), acknowledges itself to be indebted and for value received hereby promises to pay to the Registered Owner specified above or registered assigns, the principal amount specified above on the Maturity Date specified above, with interest thereon from the date hereof at the annual rate specified above (calculated on the basis of a 360 day year of twelve 30 day months), payable February 1 and August 1 of each year, commencing August 1, 2018, to the person in whose name this Bond is registered at the close of business on the 15th day (whether or not a business day) of the immediately preceding month. The interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of the United States of America by check or draft at the principal office of the Director of Finance, Rochester, Minnesota, as Registrar, Authenticating Agent and Paying Agent, or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged. The Issuer may elect on February 1, 2027, and on any day thereafter to prepay Bonds due on or after February 1, 2028. Redemption may be in whole or in part and if in part, at the option of the Issuer and in such principal amounts, maturities and manner as the Issuer will determine. If less than all Bonds of a maturity are called for redemption, the Issuer will notify the Depository Trust Company (“DTC”) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant’s interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. Issuance; Purpose; General Obligation. This Bond is one of an issue in the aggregate principal amount of $21,265,000, all of like date of original issue and tenor, except as to number, maturity, interest rate, denomination and redemption privilege, which Bond has been issued pursuant to and in full conformity with the Constitution, laws of the State of Minnesota and charter of the Issuer, for the purpose B-1 508740v1 JSB RC110-94 of financing a portion of the cost of the construction of an approximately 631-stall parking ramp. Pursuant to a resolution adopted by the Common Council of the Issuer on October 16, 2017 (the “Resolution”), and pursuant to and in full conformity with the Constitution, charter of the Issuer and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 through 469.1794, Sections 469.090 through 469.1082, Sections 469.40 to 469.47 and Chapter 475, and the principal hereof and interest hereon are payable primarily from revenues pledged by the Rochester Economic Development Authority (the “EDA”) under a Tax Increment Pledge Agreement between the EDA and the City dated as of the date hereof (the “Pledge Agreement”), including certain tax increments resulting from increases in taxable valuation of real property in a certain tax increment financing district within an economic development district in the City together with certain other revenues, all as set forth in the Resolution to which reference is made for a full statement of rights and powers thereby conferred. To provide moneys for the prompt and full payment of its principal, premium, if any, and interest when the same become due, the full faith and credit, resources and taxing powers of the City have been and are hereby irrevocably pledged. Denominations; Exchange, Resolution. The Bonds are issuable solely as fully registered bonds in the denominations of $5,000 and integral multiples thereof of a single maturity and are exchangeable for fully registered Bonds of other authorized denominations in equal aggregate principal amounts at the principal office of the Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Registrar. Copies of the Resolution are on file in the principal office of the Registrar. Transfer. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable by the Holder in person or by his, her or its attorney duly authorized in writing at the principal office of the Registrar upon presentation and surrender hereof to the Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with the Registrar. Thereupon the Issuer shall execute and the Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to “bearer” or similar designation), of an authorized denomination or denominations, in aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. Fees upon Transfer or Loss. The Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. Treatment of Registered Owners. The Issuer and Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except as otherwise provided herein with respect to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Registrar shall be affected by notice to the contrary. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Registrar. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution, laws of the State of Minnesota and charter of the Issuer to be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed, in regular and due form, time and manner as required by law, and that this Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof and the date of its issuance and delivery to the original purchaser, does not exceed any constitutional, statutory or charter limitation of indebtedness. B-2 508740v1 JSB RC110-94 IN WITNESS WHEREOF, the City of Rochester, Olmsted County, Minnesota, by its Common Council has caused this Bond to be executed on its behalf by the facsimile signatures of its Mayor and its Clerk, the corporate seal having been intentionally omitted as permitted by law. Date of Registration: Registrable by: City Director of Finance ____________, 2017 Payable at: Office of the City Director of Finance REGISTRAR’S CITY OF ROCHESTER CERTIFICATE OF OLMSTED COUNTY, MINNESOTA AUTHENTICATION Mayor This bond is one of the Bonds described in the Resolution ATTEST: mentioned within. City Clerk CITY DIRECTOR OF FINANCE, Registrar By: Authorized Signature Dated: ___________, 2017 B-3 508740v1 JSB RC110-94 _________________________________ The following abbreviations, when used in the inscription on the face of this Bond, will be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants UNIF GIFT MIN ACT _________ Custodian _________ in common (Cust) (Minor) TEN ENT -- as tenants under Uniform Gifts or by entireties Transfers to Minors JT TEN -- as joint tenants with right of survivorship and Act . . . . . . . . . . . . not as tenants in common (State) Additional abbreviations may also be used though not in the above list. ________________________________________ ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto ________________________________________ the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint _________________________ attorney to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: Notice: The assignor’s signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”), the New York Stock Exchange, Inc. Medallion Signatures Program (“MSP”) or other such “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended. The Registrar will not effect transfer of this Bond unless the information concerning the assignee requested below is provided. B-4 508740v1 JSB RC110-94 Name and Address: (Include information for all joint owners if this Bond is held by joint account.) Please insert social security or other identifying number of assignee PROVISIONS AS TO REGISTRATION The ownership of the principal of and interest on the within Bond has been registered on the books of the Registrar in the name of the person last noted below. Signature Date of Registration Registered Owner of Registrar Cede & Co. Federal ID #13-2555119 B-5 508740v1 JSB RC110-94 STATE OF MINNESOTA COUNTY AUDITOR’S CERTIFICATE AS TO REGISTRATION COUNTY OF OLMSTED AND FILING OF TAX INCREMENT PLEDGE AGREEMENT I, the undersigned County Auditor of Olmsted County, Minnesota, hereby certify that a certified copy of a resolution adopted by the governing body of the City of Rochester, Minnesota (the “City”), on October 16, 2017, for the $21,265,000 General Obligation Tax Increment Revenue Bonds, Series 2017B (Parking Ramp Project), of said City dated November 16, 2017, together with the Tax Increment Pledge Agreement between the City and the Rochester Economic Development Authority, dated ______________, 2017, has been filed in my office and said bonds have been entered on the register of obligations in my office. WITNESS my hand and the seal this ____ day of ________________, 2017. County Auditor of Olmsted County, Minnesota (SEAL) 508740v2 JSB RC110-94