MINUTES OF THE REGULAR MEETING OF THE COOK COUNTY BOARD OF

COMMISSIONERS

Grand Marais, Minnesota

The Board met in regular session this 22th day of May 2018, at the Courthouse in Grand Marais, Minnesota.

The meeting was called to order at 8:30 a.m. with the following members present: Commissioners Bursheim, Deschampe, Doo-Kirk, Sivertson, Storlie. Absent: None.

Also present were County Administrator Jeff Cadwell, Auditor-Treasurer Braidy Powers, and Office Support Specialist Stacey Hawkins. Absent: County Attorney Molly Hicken

County Board Chair Storlie led the Commissioners in reciting the Pledge of Allegiance.

Motion was made by Sivertson, seconded by Doo-Kirk, and approved to accept the agenda.

The Board considered the consent agenda consisting of numerous items that the Board may approve as a whole. County Board Chair Storlie asked if any Commissioner wanted to remove any items from the consent agenda.

A. Claims B. Maintenance Department Credit Card Authorization C. Resolution for Gambling Permit D. Project Award, CP 18-01 Aggregate Stockpile Motion was made by Doo-Kirk, seconded by Sivertson, and approved by board members present to accept the consent agenda, including the adoption of the following resolutions:

RESOLUTION # 2018-34

BE IT RESOLVED, that the following claims totaling $163,969.40 having been audited and found to be true and correct claims against Cook County, are approved and the Auditor-Treasurer is hereby authorized to draw warrants in payment of said claims:

Revenue Fund 

Anoka County Treasury Office   $         4,000.00  

Arrowhead Regional Corrections   $       30,019.08  

Arrowhead Regional Development Comm   $         7,500.00  

Banadad Trail Association   $         3,517.50  

Bearskin Lodge   $               50.00  

Beaver House   $               50.00  

Big Bear Lodge   $               50.00  

Boreal Basics LLC   $         2,035.33  

Cook County Snowmobile Club Inc   $         4,309.31  

Election Systems & Software Inc   $         2,210.00  

Everything Benefits   $             351.00  

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Golden Eagle Lodge   $             100.00  

Gunflint Lodge   $               50.00  

Gunflint Pines   $               50.00  

Hill/Judy   $             394.47  

Hungry Jack Lodge   $               50.00  

Ingebrigtsen/Patsy   $               30.00  

Kronos   $             121.10  

Lamettry/Bob   $               30.00  

Loon Lake Lodge   $               50.00  

Lutsen Mountains Corporation   $             254.10  

Lutsen Trailbreakers   $         1,609.34  

M A C A T F O ‐ WRIGHT CO AUDITOR   $               30.00  

MN Counties Intergov't Trust   $               65.00  

MN Counties Intergov't Trust   $             203.00  

MN Life Ins Co   $         4,493.95  

MN State Board of Assessors   $             295.00  

North Shore Health   $               52.00  

Norwester Lodge   $               50.00  

On the Limit USA   $               42.27  

Parish/William   $               30.00  

Poplar Haus   $               50.00  

Professional Training Services   $         1,000.00  

Reserve Account   $         4,000.00  

Rockwood Lodge & Outfitters   $               50.00  

Rupp Anderson Squires & Waldspurger   $         1,115.60  

Seagull Outfitters   $               50.00  

Seaton/David   $               99.74  

Smith Medical Partners, LLC   $             780.30  

Sobanja/Fritz   $         1,400.00  

St Louis County Sheriff   $               55.00  

Steve’s Sports & Auto   $             708.69  

Streichers   $         1,234.49  

Subway ‐ Grand Marais   $             331.63  

Superior Ridge Resort   $         2,375.00  

Swanson/Richard   $             150.00  

Trail Center   $               50.00  

Trout Lake Resort   $               50.00  

Tuscarora Lodge   $               50.00  

WatchGuard Video   $       10,340.00  

Wimactel Inc   $               60.00  

Zee Medical Service   $             110.35  

3 Road and Bridge 

Adkins/Rolland   $             486.87  

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Bucks Hardware Hank   $               26.22  

Christianson/Cory   $             100.00  

Cintas   $               51.87  

Cook County Home Center LLC   $               27.54  

Cook County News Herald Inc   $             265.50  

D S C Communications   $             259.70  

E R Perry Signs LLC   $             645.00  

Erickson Engineering LLC   $         2,242.50  

Fastenal Company   $             259.97  

Grand Marais Auto Parts   $             402.86  

Hotsy Equipment of Minnesota   $               70.56  

Interstate Power Systems, Inc.   $             124.36  

Kraemer Construction Inc   $         2,700.00  

L H B Engineers & Architects Inc   $       28,368.61  

La Boda Grading Inc   $         1,450.00  

Lawson Products Inc   $             270.81  

M R Sign Co Inc   $         1,014.00  

Mike Rose Excavating   $             100.00  

MN Dept Of Labor & Industry   $               20.00  

Mn Dept Of Transportation   $       11,865.88  

Northern States Supply Inc   $             546.29  

PetroChoice   $         3,091.00  

Pomps Tire Service Inc   $             482.32  

Quill Corp   $               54.33  

Rihm Kenworth   $         1,852.44  

RT Vision Inc   $         1,200.00  

Smith/Fred   $             790.78  

Tools Unlimited   $             241.82  

Ziegler Inc   $         9,958.60  

15 Airport 

Arrowhead Electric Cooperative   $         2,022.66  

Boreal Access   $                 8.95  

Como Oil Co   $             509.21  

Roy Aero Service   $         6,000.00  

Thompson Performance   $             262.50  

41 2018 CIP Projects 

Pace Analytical Services LLC   $               43.00   Resolution #2018-35 approving Permit for Lawful Gambling Activity for Gunflint Mail Run – S Hamilton to conduct a raffle on a day during the week of January 4-7, 2019, at Trail Center. Krysten Foster, County Engineer, appeared before the Board to present information on the

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completion of the CSAH 7 Rehabilitation Project and the Maple Hill Pit Road Project. Work has been completed and final inspection has been performed on both projects. The CSAH 7 project was funded with Regular and Municipal State Aid funds, while the Maple Hill Pit Road was financed with Transportation Sales Tax dollars. Motion was made by Doo-Kirk, seconded by Sivertson, and approved to accept the project and authorize final payment to Ulland Brothers, Inc. for $214,850.63 on SAP 016-607-025 and $24,377.30 on CP 016-999-001. Tim Nelson, Land Services Director, appeared before the board to seek approval to purchase two trailers for the recycling program. Motion was made by Sivertson, seconded by Doo-Kirk, and approved to authorize the purchase of two semi-trailers for the recycling program at a total cost not to exceed $12,500, the funds of which will be drawn from the money set aside for transfer station development in Fund 12. Judy Hill, HR Generalist, presented the 2018-2019 Employee Handbook. Motion was made by Doo-Kirk, seconded by Bursheim, and approved to accept the update of the 2018-2019 employee handbook. Bill Lane, Land Services Administrator, appeared before the board to present the Planning Commission’s recommendation for approval of a Conditional Use Permit for Cascade Lodge and Restaurant. Motion was made by Doo-Kirk, seconded by Bursheim, to approve Resolution 2018-36 granting a Conditional Use Permit, subject to the noted conditions, to Jameson Grace Hospitality, LLC to establish modular, employee housing at Cascade Lodge and Restaurant, Lutsen. Parcel ID #27-127-4410. Braidy Powers, Auditor-Treasurer, appeared before the board to present the board with information relating to the issuance and sale of bonds and the current debt load of the county. Bruce Kimmel, Senior Municipal Advisor of Ehlers, appeared before the board to present the Sale Day Reports and S&P Global rating summary for Cook County, Minnesota. Commissioner Doo-Kirk introduced the following resolution and moved its adoption:

RESOLUTION NO. 2018-37

RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COOK COUNTY, MINNESOTA PROVIDING FOR THE ISSUANCE, SALE AND DELIVERY OF $9,545,000 GENERAL OBLIGATION BONDS, SERIES 2018A; ESTABLISHING THE TERMS AND FORM THEREOF; CREATING A DEBT SERVICE FUND THEREFOR; AND AWARDING THE SALE THEREOF

BE IT RESOLVED, by the Board of Commissioners (the “Board”) of Cook County,

Minnesota (the “County”), as follows:

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Section 1. Bond Purposes and Authorization.

1.01 Under and pursuant to the authority contained in Minnesota Statutes, Section 373.40 (the “CIP Act”), and Minnesota Statutes, Chapter 475, the County is authorized to issue capital improvement bonds to provide funds for capital improvements pursuant to an approved capital improvement plan.

1.02 Pursuant to Resolution No. 2018-17 adopted by the Board on February 27, 2018, the Board proposed adopting a Capital Improvement Plan for the years 2018 through 2022, stated that it was considering issuing capital improvement bonds to finance capital improvements under the Capital Improvement Plan, and called for a public hearing to be held on April 10, 2018, regarding the Capital Improvement Plan and the issuance of capital improvement bonds.

1.03 Following published notice and a public hearing according to the CIP Act, the Board, pursuant to Resolution No. 2018-24 adopted on April 10, 2018, approved the Capital Improvement Plan for the years 2018 through 2022 (the “Plan”), as presented to the Board and on file in the office of the County Auditor/Treasurer, and authorized the issuance of general obligation capital improvement bonds in the maximum amount of $9,395,000 for the purpose of providing funds for the following capital improvements under the Plan and for the payment of costs of issuance of such bonds:

(i) Road and Bridge Improvements – a portion of the road and bridge improvements identified in the “Greater Minnesota Transportation Sales and Use Tax Transportation Improvement Project List” approved on September 27, 2016, which will be part of the Plan, and including, but not limited to: (a) engineering costs for improvements to CSAH 42-45 and CSAH 15; (b) improvements to CSAH 17; (c) CSAH 5 Brule Run Bridge replacement; and (d) improvements to County 71 Carlson Creek Bridge;

(ii) County Courthouse Improvements – including roof and window improvements;

(iii) Law Enforcement Center Improvements – including window improvements;

(iv) Public Works Facility Improvements – including construction of a new public works facility in Hovland and improvements to the County’s public works facility located on East Fourth Avenue in Grand Marais;

(v) Park Improvements – including improvements to the Community Center Outdoor Park; and

(vi) Various Eligible Facilities – including lighting upgrades in County facilities eligible to be financed under the CIP Act and the Plan

(collectively, the “CIP Project”).

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1.04 No petition requesting a vote on the issuance of the bonds authorized pursuant to Resolution No. 2018-24 has been filed with the County Auditor/Treasurer in accordance with the CIP Act.

1.05 The Board has determined that it is necessary and expedient to issue its general obligation capital improvement bonds in the amount of $9,135,000 (the “CIP Bonds”) to provide a portion of the funds to finance the CIP Project and an allocated portion of the costs of issuance of the Bonds, as hereinafter defined. The maximum amount of principal and interest to become due in any year on the CIP Bonds and all the outstanding bonds issued pursuant to Section 373.40 of the CIP Act will not equal or exceed 0.12% of the estimated market value of property in the County.

1.06 Under and pursuant to the provisions of Minnesota Statutes, Section 373.01, Subd. 3 (the “Capital Notes Act”), and Minnesota Statutes, Chapter 475, the County is authorized to issue its general obligation capital equipment notes to provide funds to purchase capital equipment, as defined in the Capital Notes Act.

1.07 The Board hereby determines that it is necessary and expedient to issue general obligation capital equipment notes in the amount of $410,000 (the “Capital Notes”) to provide funds to purchase capital equipment as defined by the Capital Notes Act (the “Capital Equipment”) and to pay certain expenses incurred in the issuance of the Bonds.

1.08 The Board has determined that it is in the best interest of the County to combine the sale of the general obligation capital improvement bonds and the general obligation capital equipment notes described above into a single issue of $9,545,000 General Obligation Bonds, Series 2018A (the “Bonds”). The principal amount of the Bonds shall be allocated to the general obligation capital improvement bonds and the general obligation capital equipment notes and the maturities therefor, all as set forth on Exhibit A hereto.

1.09 The County has solicited bids for the sale of the Bonds and has received and considered all bids presented pursuant to the Official Terms of Offering and has determined that the most favorable bid is that of FTN Financial Capital Markets of Memphis, Tennessee (the “Purchaser”). Based on the premium bid of the Purchaser, the par amount of the Bonds was resized and the Purchaser agreed to purchase the Bonds in the principal amount of $9,545,000 at a cash price of $9,606,791.87, upon condition that the Bonds mature and bear interest at the times and annual rates set forth in Section 2. The County, after due consideration, finds such offer reasonable and proper and the offer of the Purchaser is hereby accepted. The Chair is authorized and directed to execute on the part of the County a contract for the sale of the Bonds in accordance with the Purchaser’s bid. All actions of the Chair, the County Auditor/Treasurer, the Administrator and Ehlers & Associates, Inc., independent municipal advisor to the County, taken with regard to the sale of the Bonds are hereby ratified and approved.

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Section 2. Terms of the Bonds.

2.01 Designation; Denominations; Maturities; Interest Rates.

A. The Bonds to be issued hereunder shall be issued as fully-registered bonds designated the $9,545,000 General Obligation Bonds, Series 2018A, dated June 7, 2018, as the date of original issue, issued in the denomination of $5,000, or any integral multiple thereof, in fully registered form and lettered and numbered R-1 and upward.

B. The Bonds shall mature on February 1 in the years and amounts stated below and shall bear interest from the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid or duly provided for, or, if no interest has been paid or provided for, from the date of original issue until paid at the rates per annum set forth below opposite such years and amounts, as follow:

Year Principal Amount Interest Rate 2020 $390,000 3.00% 2021 405,000 3.00% 2022 415,000 3.00% 2023 430,000 3.00% 2024 440,000 3.00% 2025 455,000 3.00% 2026 470,000 3.00% 2027 415,000 3.00% 2028 425,000 3.00% 2029 440,000 3.00% 2030 450,000 3.00% 2031 465,000 3.25% 2033 980,000 3.25% 2034 515,000 3.50% 2035 535,000 3.50% 2036 550,000 3.50% 2037 570,000 3.50% 2038 585,000 3.50% 2039 610,000 3.50%

2.02 Interest Payment Dates; Record Date.

A. The Bonds shall bear interest at the annual rates stated therefor in Section 2.01. The interest shall be payable semiannually on February 1 and August 1 in each year (each herein referred to as an “Interest Payment Date”) commencing on February 1, 2019. Interest will be computed upon the basis of a 360-day year of twelve 30-day months and will be rounded pursuant to the rules of the Municipal Securities Rulemaking Board. Interest will be payable in the manner set forth in the form of Bond and this Section.

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B. The Bond Registrar designated below shall make all interest payments with respect to the Bonds by check or draft mailed to the person in whose name each Bond is registered (the “Holder”) and in each case at the address shown on the bond registration records maintained by the Bond Registrar at the close of business on the 15th day (whether or not on a business day) of the calendar month next preceding the Interest Payment Date (the “Regular Record Date”). Any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date fixed for the payment of such defaulted interest (the “Special Record Date”). The Special Record Date shall be fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest and notice of the Special Record Date shall be given by the Bond Registrar to the Holders not less than 10 days prior thereto. The term “Holder” shall also include those lawfully entitled to take actions on behalf of the beneficial owners of the Bonds for purposes of any consent or approvals given by Holders.

C. If the date for payment of the principal of, premium, if any, or interest on the Bonds shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the City of New York, New York, or the city where the principal office of the Bond Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the nominal date of payment.

2.03 Redemption.

A. The Bonds maturing in the years 2020 through 2027 shall not be subject to redemption and prepayment before maturity, but those maturing, or subject to mandatory redemption, in the year 2028 and in subsequent years shall be subject to redemption and prepayment at the option of the County on February 1, 2027, and on any date thereafter, in whole or in part, and if in part, at the option of the County and in such manner as the County shall determine.

B. In the event any of the Bonds are called for redemption, notice thereof identifying the Bonds to be redeemed will be given by the Bond Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) at least 30 days but not more than 60 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 kept by the Bond Registrar; provided however, that so long as the Bonds are registered in the name of Cede & Co. as nominee of The Depository Trust Company, Jersey City, New Jersey (“DTC”), notice of redemption shall be given in accordance with the terms of the Letter of Representations hereinafter described. Failure to give notice by mail to any registered owner, or any defect therein, will not affect the validity of any proceeding for the redemption of Bonds not affected by such defect or failure. 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.

C. If less than all the Bonds of a maturity are called for redemption while the Bonds are registered in the name of Cede & Co., the County or the Bond Registrar designated below

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will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant’s interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interest in such maturity to be redeemed. If less than all the Bonds of a maturity are called for redemption and the Bonds are not registered in the name of Cede & Co., the Bond Registrar will determine by lot or other manner deemed fair, the amount of each maturity to be redeemed. All prepayments shall be at a price equal to the principal amount thereof plus accrued interest.

D. The Bonds maturing on February 1 in the year 2033 shall be subject to mandatory redemption prior to maturity pursuant to the requirements of this Section 2.03D at a redemption price equal to the stated principal amount thereof plus interest accrued thereon to the redemption date, without premium. The Bond Registrar, as designated below, shall select for redemption, by lot or other manner deemed fair, on February 1 in each of the following years the following stated principal amounts:

For Bonds maturing on February 1, 2033:

Year Amount 2032 $485,000 2033* 495,000

* Final Maturity

Section 3. Registration; Global Book Entry System.

3.01 Designation of Bond Registrar. The Board hereby appoints Bond Trust Services Corporation, of Roseville, Minnesota, as registrar, authenticating agent and transfer agent for the Bonds (such bank or its successors is herein referred to as the “Bond Registrar”), and shall do so until a successor Bond Registrar is duly appointed, all pursuant to a contract which the County and the Bond Registrar shall execute which is consistent herewith and which the Chair and Auditor/Treasurer are hereby authorized to execute and deliver. A successor Bond Registrar shall be a bank or trust company eligible for designation as bond registrar pursuant to Minnesota Statutes, Chapter 475. The terms of the appointment of the successor Bond Registrar and its duties shall be specified in a contract between the County and such successor Bond Registrar that is consistent herewith and that the Chair and Auditor/Treasurer are hereby authorized to execute and deliver. The Bond Registrar, which may act through an agent, shall also serve as paying agent until and unless a successor paying agent is duly appointed. The Bond Registrar shall pay principal and interest on the Bonds to the registered Holders (or record Holders) of the Bonds in the manner set forth herein. The County agrees to pay the reasonable and customary charges for the services of such Bond Registrar.

3.02 Designation of Depository. DTC, a Securities and Exchange Commission designated depository, a limited purpose New York trust company, a member of the Federal Reserve System, and a “clearing corporation” within the meaning of the New York Uniform Commercial Code, is hereby designated as the depository (the “Depository”) with respect to the Bonds.

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3.03 Authentication of Bonds. No Bond shall be valid or obligatory for any purpose unless or until either (i) the Bond Registrar’s authentication certificate on such Bond, substantially set forth in Section 4.01 hereof, shall have been duly executed by an authorized representative of the Bond Registrar or (ii) the Bonds have been manually executed by at least one officer of the Board. Authentication certificates on different Bonds need not be signed by the same representative. The Bond Registrar shall authenticate each Bond by execution of the Certificate of Authentication on the Bond and shall date each Bond in the space provided as of the date on which the Bond is registered. For purposes of delivering the original Bonds, the Bond Registrar shall insert as the date of registration the date of original issue. The executed Authentication Certificate or the manual signature of at least one officer of the Board on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Resolution.

3.04 Bond Register; Transfer; Exchange.

A. The County shall cause to be kept by the Bond Registrar at its principal office, a bond register in which, subject to such reasonable regulations as the Bond Registrar may prescribe, the County shall provide for the registration of the Bonds and the registration of transfers of the Bonds entitled to be registered or transferred as herein provided. In the event of the resignation or removal of the Bond Registrar or its incapability of acting as such, the bond registration records shall be maintained at the office of the successor Bond Registrar as may be appointed by the Board.

B. Upon surrender for transfer of any Bond at the principal corporate office of the Bond Registrar, the County shall execute, if required by law or this Resolution, and the Bond Registrar shall authenticate, if required by law or this Resolution, date (in the space designated Date of Registration) and deliver, in the name(s) of the designated transferee or transferees, one or more new Bonds of the like aggregate principal amount having the same stated maturity and interest rate, as requested by the transferor; provided, however, that no Bond may be registered in blank or in the name of “bearer” or similar designation. Transfer of a Bond may be made on the County’s books by the registered owner in person or by the registered owner’s attorney duly authorized in writing. Transfers shall be subject to reasonable regulations of the County contained in any agreement with, or notice to, the Bond Registrar, including regulations which permit the Bond Registrar to close its transfer books between record dates and payment dates. The County and the Bond Registrar shall not be required to make any transfer or exchange of any Bonds called for redemption or to make any such exchange or transfer of the Bonds during the 15 days next preceding the date of the first publication or the mailing (if there is no publication) of notice of redemption in the case of a proposed redemption of the Bonds.

C. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly executed by the registered owner thereof, with signature guaranteed, or by the registered Holder’s attorney duly authorized in writing, and shall include written instructions as to the details of the transfer of the Bond. When any Bond is presented to the Bond Registrar for transfer, the Bond Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Bond or separate instrument of transfer is valid and genuine and that the

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requested transfer is legally authorized. The Bond Registrar shall incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized.

D. At the option of the Holder, replacement Bonds may be exchanged for Bonds of any authorized denomination or denominations of a like aggregate principal amount and stated maturity, upon surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever any Bonds are so surrendered for exchange, the County shall execute (if required by law or this Resolution), and the Bond Registrar shall authenticate (if required by law or this Resolution), date (in the space designated Date of Registration) and deliver the replacement Bonds which the Holder making the exchange is entitled to receive. Bonds registered in the name of Cede & Co. may not be exchanged for Bonds of smaller denominations.

E. All Bonds surrendered upon any exchange or transfer provided for in this Resolution shall be promptly canceled by the Bond Registrar and thereafter disposed of as directed by the County.

F. Each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall carry all of the rights to interest, accrued and unpaid and to accrue, which are carried by such other Bond. All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general obligations of the County evidencing the same debt, shall be entitled to the same benefits under this Resolution as the Bonds surrendered for such exchange or transfer, and shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bonds.

G. The Bond 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 any Bond and any legal or unusual costs regarding transfers and lost bonds.

H. Bonds registered in the name of Cede & Co. may not after their original delivery, be transferred or exchanged except in accordance with the terms and conditions of the Letter of Representations and:

(i) upon exchange of a Bond after a partial redemption, if provided in Section 2.03 of this Resolution;

(ii) to any successor of the Depository (or its nominee) or any substitute depository (a “Substitute Depository”) designated pursuant to clause (iii) below; provided that any successor of the Depository or any Substitute Depository must be both a “clearing corporation” as defined in the Minnesota Uniform Commercial Code, Minnesota Statutes, Section 336.8-102, and a qualified and registered “clearing agency” as provided in Section 17A of the Securities Exchange Act of 1934, as amended;

(iii) to a Substitute Depository designated by and acceptable to the County upon (a) the determination by the Depository that the Bonds shall no longer be eligible for its depository services or (b) a determination by the County that the Depository is no

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longer able to carry out its functions; provided that any Substitute Depository must be qualified to act as such, as provided in subclause (ii) above; or

(iv) in the event that (a) the Depository shall resign or discontinue its services for the Bonds or be declared no longer able to carry out its functions and the County is unable to locate a Substitute Depository within two months following the resignation or discontinuance or determination of noneligibility, or (b) the County determines in its sole discretion that (1) the continuation of the book-entry system described herein might adversely affect the interests of the beneficial owners of the Bonds, or (2) it is in the best interests of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, then the County shall notify the Holders of its determination and of the availability of replacement Bonds to Holders. The County, the Bond Registrar and the Depository shall cooperate in providing Replacement Bonds to Holders requesting the same and the registration, transfer and exchange of such Bonds shall thereafter be conducted as provided in Section 3 of this Resolution.

I. In the event of the designation of a Substitute Depository as authorized by clause H., the Bond Registrar, upon presentation of a Bond, shall register their transfer to the Substitute Depository, and the Substitute Depository shall be treated as the Depository for all purposes and functions under this Resolution. The Letter of Representations shall not apply to the Substitute Depository unless the County and the Substitute Depository so agree, and the execution of a similar agreement is hereby authorized.

3.05 Persons Deemed Owners; Payment.

A. The County and the Bond Registrar may treat the person in whose name any Bond is registered as the owner of such Bond for the purpose of receiving payment of principal of and premium, if any, and interest (subject to the payment provisions in Section 2.02 above), on such Bond and for all other purposes whatsoever, whether or not such Bond shall be overdue, and neither the County nor the Bond Registrar shall be affected by notice to the contrary.

B. For the purposes of all actions, consents and other matters affecting Holders of Bonds issued under this Resolution as from time to time supplemented, other than payments, redemptions and purchases, the County may (but shall not be obligated to) treat as the Holder of a Bond the beneficial owner of the Bond instead of the person in whose name the Bond is registered. For that purpose, the County may ascertain the identity of the beneficial owner of the Bond by such means as the Bond Registrar in its sole discretion deems appropriate, including but not limited to a certificate from the Depository or other person in whose name the Bond is registered identifying such beneficial owner.

C. The principal of and interest on the Bonds shall be payable by the Bond Registrar in such funds as are legal tender for the payment of debts due the United States of America. The County shall pay the reasonable and customary charges of the Bond Registrar for the disbursement of principal and interest.

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3.06 Use of Global Book-Entry System.

A. There has been previously submitted to the County a form of Blanket Issuer Letter of Representations (the “Representation Letter”) between the County and the Depository setting forth various matters relating to the Depository and its role with respect to the Bonds. The terms and conditions of the Representation Letter are ratified.

B. Notwithstanding any provision herein to the contrary, so long as the Bonds shall be in Book-Entry Form, the provisions of this Section 3.06 shall govern.

C. All of the Bonds shall be registered in the name of Cede & Co., as nominee for DTC. Payment of interest on and principal of any Bond registered in the name of Cede & Co. shall be made by wire transfer or New York Clearing House or equivalent same day funds by 10:00 a.m. CT or as soon as possible thereafter following the Bond Registrar’s receipt of funds from the County on each Interest Payment Date to the account of Cede & Co. on each Interest Payment Date at the address indicated in or pursuant to the Representation Letter.

D. DTC (or its nominees) shall be and remain recorded on the Bond Register as the holder of all Bonds which are in Book-Entry Form. No transfer of any Bond in Book-Entry Form shall be made, except from DTC to another depository (or its nominee) or except to terminate the Book-Entry Form. All Bonds of such stated maturity of any Bonds in Book-Entry Form shall be issued and remain in a single bond certificate registered in the name of DTC (or its nominee); provided, however, that upon termination of the Book-Entry Form pursuant to the Representation Letter, the County shall, upon delivery of all Bonds of such series from DTC, promptly execute, and the Bond Registrar shall thereupon authenticate and deliver, Bonds of such series to all persons who were beneficial owners thereof immediately prior to such termination; and the Bond Registrar shall register such beneficial owners as holders of the applicable Bonds.

The Bond Registrar shall maintain accurate books and records of the principal balance, if any, of each such outstanding Bond in Book-Entry Form, which shall be conclusive for all purposes whatsoever. Upon the authentication of any new bond in Book-Entry Form in exchange for a previous bond, the Bond Registrar shall designate thereon the principal balance remaining on such bond according to the Bond Registrar’s books and records.

No beneficial owner (other than DTC) shall be registered as the holder on the Bond Register for any Bond in Book-Entry Form or entitled to receive any bond certificate. The beneficial ownership interest in any Bond in Book-Entry Form shall be recorded, evidenced and transferred solely in accordance with the Book-Entry System.

Except as expressly provided to the contrary herein, the County and the Bond Registrar may treat and deem DTC to be the absolute owner of all Bonds of each series which are in Book-Entry Form (i) for the purpose of payment of the principal of and interest on such Bond, (ii) for the purpose of giving notices hereunder, and (iii) for all other purposes whatsoever.

E. The County and the Bond Registrar shall each give notices to DTC of such matters and at such times as are required by the Representation Letter, including the following:

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(i) with respect to notices of redemption; and

(ii) with respect to any other notice required or permitted under this Bond Resolution to be given to any holder of a Bond.

All notices of any nature required or permitted hereunder to be delivered to a holder of a Bond in Book-Entry Form shall be transmitted to beneficial owners of such Bonds at such times and in such manners as shall be determined by DTC, the participants and indirect participants in accordance with the Book-Entry System and the Representation Letter.

F. All payments of principal, redemption price of and interest on any Bonds in Book-Entry Form shall be paid to DTC (or Cede & Co.) in accordance with the Book-Entry System and the Representation Letter in same day funds by wire transfer.

3.07 Mutilated, Stolen or Destroyed Bonds. If a Bond becomes mutilated or is destroyed, stolen, or lost, the Bond 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 any Bond destroyed, stolen, or lost, upon the payment of the reasonable expenses and charges of the Bond Registrar and the County in connection therewith, including the cost of printing new Bonds; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Bond Registrar and the County of evidence satisfactory to it and the County that the Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Bond Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it and the County and as provided by law, in which both the County and the Bond Registrar must be named as obligees. Bonds so surrendered to the Bond Registrar will be canceled by the Bond Registrar and evidence of such cancellation must be given to the County. 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.

Section 4. Preparation, Delivery and Form of the Bonds.

4.01 The Bonds shall be printed or typewritten in substantially the following form:

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UNITED STATES OF AMERICA STATE OF MINNESOTA

COOK COUNTY

GENERAL OBLIGATION BOND, SERIES 2018A R-__ $_______

Rate Maturity Date Date of Original Issue CUSIP

____% February 1, 20__ June 7, 2018 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: ___________ DOLLARS

Cook County, Minnesota (the “County”), certifies that it is indebted and for value received, promises to pay to the registered owner specified above or on the Registration Certificate attached hereto, or registered assigns, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, and to pay interest thereon semiannually on February 1 and August 1 of each year (each, an “Interest Payment Date”) commencing on February 1, 2019, at the rate per annum specified above, calculated on the basis of a 360-day year of twelve 30-day months, until the principal amount is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or duly provided for, or, if no interest has been paid or provided for, from the date of original issue hereof set forth above.

Payment. The principal of and premium, if any, on this Bond are payable by wire transfer (or other agreed means of payment) on each payment date no later than 12:00 noon (New York, New York time) upon presentation and surrender hereof at the office of Bond Trust Services Corporation, Roseville, Minnesota, as registrar, paying agent, authenticating agent and transfer agent (the “Bond Registrar”), or at the office of such successor bond registrar as may be designated by the County. Interest on this Bond will be paid on each Interest Payment Date (by 12:00 noon, New York, New York time) by wire transfer (or other agreed means of payment) to the person in whose name this Bond is registered (the “Holder” or “Bondholder”) on the registration books of the County maintained by the Bond Registrar and at the address appearing thereon at the close of business on the 15th day of the calendar month next preceding such Interest Payment Date (the “Regular Record Date”). Any interest not so timely paid or duly provided for shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date fixed for the payment of the defaulted interest, and notice of the Special Record Date shall be given by the Bond Registrar to the Holders not less than 10 days prior thereto. The Bond

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Registrar shall make all payments with respect to this Bond without, except for payment of principal on the Bond, the presentation or surrender of this Bond, and all such payments shall discharge the obligations of the County to the extent of the payments so made. The principal of, premium, if any, and interest on this Bond are payable in lawful money of the United States of America. For the prompt and full payment of such principal and interest as they become due, the full faith and credit of the County are irrevocably pledged.

Date of Payment Not Business Day. If the date for payment of the principal of, premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the City of New York, New York, or the city where the principal office of the Bond Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the nominal date of payment.

Optional Redemption. The Bonds maturing in the years 2020 through 2027 shall not be subject to redemption before maturity, but those maturing, or subject to mandatory redemption, in the year 2028 and subsequent years are each subject to redemption and prepayment at the option of the County on February 1, 2027, and on any date thereafter, in whole or in part, and if in part at the option of the County and in such manner as the County shall determine and by lot as to Bonds maturing in the same year, at a price of par plus accrued interest.

Mandatory Redemption. The Bonds maturing in the year 2033 shall be subject to mandatory redemption prior to maturity pursuant to the requirements of the Resolution at a redemption price equal to the stated principal amount thereof plus interest accrued thereon to the redemption date, without premium.

Notice of and Selection of Bonds for Redemption. Not less than 30 nor more than 60 days prior to the date fixed for redemption and prepayment of any Bonds, notice of redemption shall be mailed to each registered owner of a Bond to be redeemed; provided, however, that so long as the Bonds are registered in the name of Cede & Co., as nominee for The Depository Trust Company, Jersey City, New Jersey (“DTC”), notice of redemption shall be given in accordance with the terms of the Letter of Representations executed by the County and DTC.

If less than all the Bonds of a maturity are called for redemption while the Bonds are registered in the name of Cede & Co., the County or the Bond Registrar designated below will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant’s interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interest in such maturity to be redeemed. If less than all the Bonds of a maturity are called for redemption and the Bonds are not registered in the name of Cede & Co., the Bond Registrar will

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determine by lot or other manner deemed fair, the amount of each maturity to be redeemed. All prepayments shall be at a price equal to the principal amount thereof plus accrued interest. If any Bond is redeemed in part, upon surrender of the Bond being redeemed, the County shall deliver or cause to be delivered to the registered owner of such Bond, a Bond in like form in the principal amount equal to that portion of the Bond so surrendered not being redeemed.

Issuance; Purpose. This Bond is one of a series issued by the County in the total aggregate amount of $9,545,000, all of like original issue date and tenor, except as to number, maturity date, redemption privilege, denomination and interest rate pursuant to (i) the authority contained in Minnesota Statutes, Section 373.40 and Minnesota Statutes, Chapter 475, the County’s Capital Improvement Plan approved by the governing board of the County on April 10, 2018 (the “Plan”); (ii) the authority contained in Minnesota Statutes, Section 373.01 and Minnesota Statutes, Chapter 475, to finance capital equipment and all other laws thereunto enabling; and (iii) an authorizing resolution adopted by the governing body of the County on May 22, 2018 (the “Resolution”). This Bond is issued for the purposes (i) of providing the funds to finance improvements to roads and bridges, the County Courthouse, the Law Enforcement Center and the public works facilities and park improvements, as more fully set forth in the Plan; and (ii) to purchase capital equipment as authorized under the Resolution. The County has levied a direct, annual ad valorem tax upon all taxable property within the County which shall be extended upon the tax rolls for the years and in the amounts sufficient to produce sums not less than five percent in excess of the amounts of principal and interest on the Bonds of this series, as such principal and interest respectively come due.

General Obligation. This Bond constitutes a general obligation of the County, and to provide moneys for the prompt and full payment of the principal and interest when the same become due, the full faith and credit and taxing powers of the County have been and are hereby irrevocably pledged.

Denominations; Exchange. The Bonds of this series are issued as fully registered bonds without coupons, in the denomination of $5,000 or any integral multiple thereof. The County will, at the request of the registered owner, issue one or more new fully registered Bonds in the name of the registered owner in the aggregate principal amount equal to the unpaid principal balance of this Bond, and of like tenor except as to number and principal amount at the principal office of the Bond Registrar, but only in the manner and subject to the limitations provided in the Resolution and the Letter of Representations. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar.

Registration; Transfer. This Bond shall be registered in the name of the payee on the books of the County by presenting this Bond for registration to the

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Bond Registrar, whose representative will endorse his or her name and note the date of registration opposite the name of the payee in the Registration Certificate attached hereto. Thereafter this Bond may be transferred by delivery with an assignment duly executed by the Holder or the Holder’s legal representative, and the County and Bond Registrar may treat the Holder as the person exclusively entitled to exercise all the rights and powers of an owner until this Bond is presented with such assignment for registration of transfer, accompanied by assurance of the nature provided by law that the assignment is genuine and effective, and until such transfer is registered on said books and noted hereon by the Bond Registrar, all subject to the terms and conditions provided in the Resolution and the Letter of Representations and to reasonable regulations of the County contained in any agreement with, or notice to, the Bond Registrar. Thereupon the County shall execute (if required by law or the Resolution) and the Bond Registrar shall authenticate (if required by law or the Resolution) and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee, of an authorized denomination, in an 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 to Loss. The Bond 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. No service charge shall be made by the County for any transfer or exchange hereinbefore referred to but the County may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Treatment of Registered Owner. The County and Bond 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 and for all other purposes whatsoever, whether or not this Bond shall be overdue, and neither the County nor the Bond 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 or benefit under the Resolution until either (i) the Bond Registrar’s Authentication Certificate hereon shall have been executed by the Bond Registrar by one of its authorized representatives or (ii) the Bond has been manually executed by at least one officer of the Board of the County.

Qualified Tax-Exempt Obligations. The Bonds of this issue have been designated by the County as “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, relating to the deduction of interest expenses allocable to the Bonds by financial institutions.

IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the Constitution and

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laws of the State of Minnesota to be done, to happen and to be performed precedent to and in the issuance of this Bond in order to make it a valid and binding general obligation of the County enforceable in accordance with its terms, have been done, have happened and have been performed in regular and due form, time and manner as so required; that prior to the issuance hereof, a direct, annual irrepealable ad valorem tax has been duly levied upon all taxable property in the County in the years and amounts required by law; that, if necessary for payment of principal of and interest on the Bonds of this issue, additional ad valorem taxes may be levied upon all taxable property in the County without limitation as to rate or amount; and that the issuance of this Bond on the date of original issue hereof and the date of its actual original issuance and delivery, does not exceed any constitutional or statutory limitation of indebtedness.

IN WITNESS WHEREOF, Cook County, Minnesota, by its governing body, has caused this Bond to be executed in its name by the manual or facsimile signatures of the Chair and Auditor/Treasurer.

ATTEST: (form – do not sign here) (form – do not sign here) Auditor/Treasurer Chair Date of Authentication: ____________________

BOND REGISTRAR’S AUTHENTICATION CERTIFICATE

The Bond Registrar confirms that the books reflect the ownership of the Bond registered in the name of the owner named above in the principal amount and maturing on the date stated above and this Bond is one of the Bonds of the series issued pursuant to the Resolution hereinabove described.

BOND TRUST SERVICES CORPORATION Roseville, Minnesota Bond Registrar By Authorized Representative

REGISTRATION CERTIFICATE

This Bond must be registered as to both principal and interest in the name of the owner on the books to be kept by Bond Trust Services Corporation of Roseville, Minnesota, as Bond Registrar. No transfer of this Bond shall be valid unless made on said books by the registered owner or the owner’s attorney thereunto duly authorized and similarly noted on the registration books. The ownership of the unpaid principal balance of this Bond and the interest accruing

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thereon is registered on the books of Bond Trust Services Corporation in the name of the registered owner last noted below.

Date Registered Owner Signature of Bond Registrar

6/___/2018 Cede & Co. c/o The Depository Trust Company 570 Washington Blvd. Jersey City, NJ 07310 Federal Taxpayer I.D. No. 13-2555119

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto

(Name and Address of Assignee)

_________________________ Social Security or Other _________________________ Identifying Number of Assignee 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 thereof with full power of substitution in the premises.

Dated:

NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever.

Signature Guaranteed: (Bank, Trust Company, member of National Securities Exchange)

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Unless this Bond is presented by an authorized representative of The

Depository Trust Company, a New York corporation (“DTC”), to the County or its agent for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

4.02 Preparation and Execution. The Bonds shall be prepared for execution in accordance with the approved form and shall be signed by the manual or facsimile signature of the Chair and attested by the manual or facsimile signature of the Auditor/Treasurer. The legal opinion of Fryberger, Buchanan, Smith & Frederick, P.A. shall be appended to or printed on each Bond. The corporate seal of the County may be omitted from the Bonds as permitted by law. In case any officer whose signature or a facsimile of whose signature shall appear on the Bonds shall cease to be an officer before delivery of the Bonds, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery.

4.03 Delivery of the Bonds. Delivery of the Bonds and payment of the purchase price shall be made at a place mutually satisfactory to the County and the Purchaser. Printed or typewritten, and executed Bonds shall be furnished by the County without cost to the Purchaser. The Bonds, when prepared in accordance with this Resolution and executed, shall be delivered by or under the direction of the County Auditor/Treasurer to the Purchaser upon receipt of the purchase price plus accrued interest.

Section 5. Covenants, Accounts and Representations.

5.01 The full faith and credit and taxing power of the County are irrevocably pledged for the prompt and full payment of the Bonds and the interest thereon, in accordance with the terms set forth in this Resolution.

5.02 There is hereby created a separate construction account which is hereby designated as the “Series 2018A Bonds Construction Account” in the Capital Projects Fund (the “Construction Account”). Further, there is hereby created subaccounts within the Construction Account and proceeds of the Bonds shall be credited therein as follows:

(i) CIP Project subaccount, $9,091,797.96 of the proceeds of the Bonds; and

(ii) Capital Notes subaccount, $399,000.00 of the proceeds of the Bonds.

5.03 A. For the convenience and proper administration of the monies to be borrowed and repaid on the Bonds and to provide adequate and specific security for the Purchaser and holders from time to time of the Bonds, there is hereby created a special fund to be designated the 2018A General Obligation Bonds Debt Service Fund (the “Debt Service

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Fund”) to be administered and maintained by the County Auditor/Treasurer as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the County. The Debt Service Fund shall be maintained in the manner herein specified until all of the Bonds and interest thereon have been fully paid.

B. To the Debt Service Fund there is hereby pledged and irrevocably appropriated and there shall be credited: (i) all investment earnings on funds in the Debt Service Fund; (ii) rounding in the amount of $0.00; (iii) any taxes levied to pay the principal and interest on the Bonds; (iv) $209,382.47 of County funds, which will cancel the 2017/collect 2018 tax levy; and (v) any and all other monies which are properly available and are appropriated by the County to the Debt Service Fund.

The money in the Debt Service Fund shall be used for no purpose other than the payment of principal of and interest on the Bonds. If the balances in the Debt Service Fund are ever insufficient to pay all principal and interest then due on the Bonds, the County Auditor/Treasurer shall nevertheless provide sufficient money from any other funds of the County which are available for that purpose, and such other funds shall be reimbursed from the Debt Service Fund when the balance therein is sufficient.

5.04 Tax Levy.

A. For the prompt and full payment of the principal and interest on the Bonds when due, the full faith and credit and taxing power of the County are hereby irrevocably pledged. There is hereby levied a direct, annual, ad valorem tax upon all taxable property within the County which shall be extended upon the tax rolls and collected with and as part of the other general property taxes in the County for the years and in the amounts as follows:

Levy Year Collection Year Tax Levy 2017 2018 $209,383* 2018 2019 731,627 2019 2020 735,092 2020 2021 732,835 2021 2022 735,512 2022 2023 732,467 2023 2024 734,357 2024 2025 735,775 2025 2026 663,220 2026 2027 660,647 2027 2028 663,010 2028 2029 659,650 2029 2030 661,225 2030 2031 666,357 2031 2032 660,306 2032 2033 664,414 2033 2034 666,488 2034 2035 662,577

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Levy Year Collection Year Tax Levy 2035 2036 663,364 2036 2037 658,167 2037 2038 662,918

*2017/collect 2018 levy will be paid with County funds appropriated in Section 5.03B.

B. The tax levies are such that if collected in full they, together with the rounding amount and deposits, will produce at least five percent in excess of the amount needed to meet when due the principal and interest payments on the Bonds. Such tax receipts shall be deposited in the Debt Service Fund. If the tax receipts from such levies are ever insufficient to pay all principal and interest on the Bonds when due, the County Auditor/Treasurer shall, nevertheless, provide sufficient monies from other funds of the County which are available and such other funds shall be reimbursed from such tax collections when received.

C. Such tax levies shall be irrevocable as long as any of the Bonds issued hereunder are outstanding and unpaid; provided, however, that prior to November 30 of each year, while any Bonds issued hereunder remain outstanding, the Board may reduce or cancel the above levies to the extent of the amount on deposit in and which has been appropriated to the Debt Service Fund to pay the principal of and interest on the Bonds, and may direct the County Auditor/Treasurer to reduce the levy for such year by that amount. The Board anticipates annually utilizing local option transit sales tax proceeds to cancel a portion of such tax levies allocated to the road and bridge improvements under the Plan.

5.05 Investments. Monies on deposit in the Construction Account and in the Debt Service Fund may, at the discretion of the County Auditor/Treasurer, be invested in securities permitted by Minnesota Statutes, Chapter 118A, that any such investments shall mature at such times and in such amounts as will permit for payment of Project costs and/or payment of the principal and interest on the Bonds when due.

Section 6. Tax Covenants.

6.01 The County covenants and agrees with the holders of the Bonds that the County will (i) take all action on its part necessary to cause the interest on the Bonds to be exempt from federal income taxes including, without limitation, restricting, to the extent necessary, the yield on investments made with the proceeds of the Bonds and investment earnings thereon, making required payments to the federal government, if any, and maintaining books and records in a specified manner, where appropriate, and (ii) refrain from taking any action which would cause interest on the Bonds to be subject to federal income taxes, including, without limitation, refraining from spending the proceeds of the Bonds and investment earnings thereon on certain specified purposes.

6.02 A. No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (i) for a reasonable temporary period until such proceeds are needed for the purpose for which the Bonds were issued, and (ii) in addition to the above, in an amount not greater than the lesser of five percent of the proceeds of

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the Bonds or $100,000. To this effect, any proceeds of the Bonds and any sums from time to time held in the Debt Service Fund (or any other County account which will be used to pay principal and interest to become due on the Bonds) in excess of amounts which under the applicable federal arbitrage regulations may be invested without regard as to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by the arbitrage regulations on such investments after taking into account any applicable temporary periods of minor portion made available under the federal arbitrage regulations.

B. In addition, the proceeds of the Bonds and money in the Debt Service Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Bonds to be federally guaranteed within the meaning of Section 149(b) of the Internal Revenue Code of 1986, as amended (the “Code”).

C. The County hereby covenants not to use the proceeds of the Bonds, 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.

6.03 Unless the proceeds are spent pursuant to an arbitrage rebate spending exception, the County covenants to compute and cause the payment to the United States of all amounts required under the rebate requirement of Code Section 148(f), the regulations issued thereunder with regard to the Bonds. To this end, the County agrees to:

(i) maintain records identifying all “gross proceeds” as defined in Code Section 148(f)(6)(B) attributable to the Bonds, the yield at which such gross proceeds are invested, any arbitrage profit derived therefrom (earnings in excess of the yield on the Bonds) and any earnings derived from the investment of such arbitrage profit;

(ii) make, or cause to be made within 30 days after the close of each fifth bond year, the annual determination of the amount, if any, of excess arbitrage required to be paid to the United States by the County (the “Rebate Amount”);

(iii) pay, or cause to be paid, to the United States at least once every five bond years the Rebate Amount, if any, including the last installment which must be made no later than 60 days after the day on which the Bonds are paid in full;

(iv) retain all records of the annual determination of the foregoing amounts until six years after the Bonds have been fully paid.

6.04 In order to qualify the Bonds as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code, the County hereby makes the following factual statements and representations:

(i) the Bonds are not “private activity bonds” as defined in Section 141 of the Code;

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(ii) the County hereby designates the Bonds as “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Code;

(iii) the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds) which will be issued by the County (and all entities whose obligations will be aggregated with those of the County and excluding the County’s obligations which are deemed designated) during the calendar year in which the Bonds are being issued will not exceed $10,000,000; and

(iv) not more than $10,000,00 of obligations issued by the County during the calendar year in which the Bonds are being issued have been designated for the purposes of Section 265(b)(3) of the Code.

6.05 The County shall use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designation made by this section.

Section 7. Certificates of Proceedings; Miscellaneous.

7.01 Filing of Resolution; County Auditor Certificate. The County Auditor/Treasurer is directed to file a certified copy of this Resolution and such other information as required, and to provide to Bond Counsel a certificate stating that the Bonds herein authorized have been duly entered on his register.

7.02 Authentication of Transcript. The officers of the County are authorized and directed to prepare and furnish to the Purchaser and to Bond Counsel certified copies of all proceedings and records of the County relating to the authorization and issuance of the Bonds and to the financial condition and affairs of the County and other affidavits and certificates as may reasonably be requested to show the facts relating to the legality and marketability of the Bonds as such facts appear from the official books and records of the officers’ custody or otherwise known to them. All of such certified copies, certificates and affidavits, including any heretofore furnished, constitute representations of the County as to the correctness of facts recited therein and the actions stated therein to have been taken.

7.03 Offering Materials. The Official Statement relating to the Bonds, on file with the Auditor/Treasurer and presented to this meeting, is hereby approved and deemed final, and the furnishing thereof to prospective purchasers of the Bonds is hereby ratified and confirmed, insofar as the same relates to the Bonds and the sale thereof. The Chair and Auditor/Treasurer are hereby authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the Official Statement is a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement.

7.04 Absent or Disabled Officers. In the event of the absence or disability of the Chair or the Auditor/Treasurer, such officers or members of the Board as in the opinion of the County’s attorney may act in their behalf shall, without further act or authorization, execute and deliver the Bonds, and do all things and execute all instruments and documents required to be done or executed by such absent or disabled officers.

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7.05 Defeasance. When all of the Bonds have been discharged as provided in this Section, all pledges, covenants and other rights granted by this Resolution shall cease. The County may discharge its obligations with respect to any Bonds which are due on any date by depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full with interest accrued from the due date to the date of such deposit. The County may also discharge all Bonds of said issue at any time by irrevocably depositing in escrow with the Bond Registrar, for the purpose of paying all principal and interest due on such Bonds to maturity, a sum of cash or securities of the types described in Minnesota Statutes, Section 475.67, as amended, in such aggregate amount, bearing interest at such rates and maturing or callable at the County’s option on such dates as shall be required to provide funds sufficient for this purpose.

7.06 Payment of Issuance Costs. The County authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment of issuance expenses to KleinBank of Chaska, Minnesota, on the date of closing and delivery of the Bonds (the “Closing Date”) for further distribution as directed by the County’s municipal advisor, Ehlers & Associates, Inc. and as set forth in the officers’ certificate provided to the Purchaser on the Closing Date.

Section 8. Continuing Disclosure. The Board acknowledges that the Bonds are subject to the continuing disclosure requirements of Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12) (the “Rule”). The Rule governs the obligations of certain underwriters to require that issuers of municipal bonds enter into agreements for the benefit of the Holders to provide continuing disclosure with respect to the bonds. To provide for the public availability of certain information relating to the Bonds and the security therefor and to permit underwriters of the Bonds to comply with the Rule, which will enhance the marketability of the Bonds, the Chair and the Auditor/Treasurer are hereby authorized and directed to execute a Continuing Disclosure Certificate substantially in the form of the Certificate currently on file in the office of the County Auditor/Treasurer.

Section 9. Post-Issuance Compliance Policy and Procedures. The Board has previously approved a Post-Issuance Debt Compliance Policy and Post-Issuance Debt Compliance Procedures which applies to qualifying obligations to provide for compliance with all applicable federal regulations for tax-exempt obligations or tax-advantaged obligations (collectively, the “Policy and Procedures”). The Board hereby approves the Policy and Procedures for the Bonds. The County Auditor/Treasurer continues to be designated to be responsible for post-issuance compliance in accordance with the Policy and Procedures.

Adopted: May 22, 2018

Chair

Attest: County Auditor/Treasurer

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The motion of the adoption of the foregoing Resolution was duly seconded by Commissioner Sivertson and, upon vote being taken, the following voted in favor thereof:

Bursheim, Deschampe, Doo-Kirk, Sivertson, Storlie

the following voted against the same: None.

the following were absent: None.

whereupon, said Resolution was declared duly passed and adopted, and approved and signed by the Chair and attested by the County Auditor/Treasurer.

EXHIBIT A

PORTION OF THE MATURITIES OF THE BONDS ALLOCATED TO THE CIP PORTION OF THE BONDS AND THE CAPITAL EQUIPMENT

NOTES PORTION OF THE BONDS

Maturity Date Portion Allocable to CIP

Portion of the Bonds

Portion Allocable to Capital Equipment Notes

Portion of the Bonds Total 2020 $335,000 $55,000 $390,000 2021 350,000 55,000 405,000 2022 360,000 55,000 415,000 2023 370,000 60,000 430,000 2024 380,000 60,000 440,000 2025 395,000 60,000 455,000 2026 405,000 65,000 470,000 2027 415,000 0 415,000 2028 425,000 0 425,000 2029 440,000 0 440,000 2030 450,000 0 450,000 2031 465,000 0 465,000 2032 485,000 0 485,000 2033 495,000 0 495,000 2034 515,000 0 515,000 2035 535,000 0 535,000 2036 550,000 0 550,000 2037 570,000 0 570,000 2038 585,000 0 585,000 2039 610,000 0 610,000

Commissioner Bursheim introduced the following resolution and moved its adoption:

RESOLUTION NO. 2018-38

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RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COOK COUNTY, MINNESOTA, PROVIDING FOR THE ISSUANCE, SALE AND DELIVERY OF $1,620,000 TAXABLE GENERAL OBLIGATION TAX ABATEMENT BONDS, SERIES 2018B; ESTABLISHING THE TERMS AND FORM THEREOF; CREATING A CONSTRUCTION FUND AND DEBT SERVICE FUND THEREFOR; AND AWARDING THE SALE THEREOF

BE IT RESOLVED, by the Board of Commissioners (the “Board”) of Cook County, Minnesota (the “County”), as follows:

Section 1. Bond Purpose and Authorization.

1.01 The County, pursuant to Minnesota Statutes, Sections 469.1812 to 469.1815, as amended (the “Act”), is authorized to grant an abatement of the property taxes imposed by the County on parcels of properties, if certain conditions are met, through the adoption of a resolution specifying the terms of the abatement.

1.02 The Cook County/Grand Marais Joint Economic Development Authority (the “Authority”) and One Roof Community Housing, together with its wholly-owned subsidiary West End Pod Quad, LLC (“One Roof”), have undertaken a program to develop a 16-unit workforce housing project to be located in the Town of Lutsen (the “Project”), and the Authority and One Roof have requested assistance in financing the Project through the Act, as such Project will increase and preserve tax base and provide employment opportunities in the County by providing workforce housing.

1.03 Pursuant to the Act, the Board conducted a public hearing on February 28, 2017, on the desirability of granting an abatement of the County’s property taxes on certain properties within the County, which properties are identified on the list on file in the office of the County Auditor/Treasurer. The County has requested in writing that Independent School District No. 166 grant a tax abatement for the Project. Such request was denied; consequently, the maximum duration limit for the County’s tax abatement is 20 years.

1.04 To pay principal of and interest on the general obligation bonds to be issued by the County to provide a loan which will pay a portion of the costs of the Project, the Board by Resolution adopted February 28, 2017 (the “Abatement Resolution”), has granted an abatement of property taxes imposed by the County on certain parcels in the County listed in the Abatement Resolution for a period of 20 years commencing with property taxes payable in 2019 and concluding with property taxes payable in 2038 in a total aggregate amount of $1,600,000 (the “Tax Abatement”). The revenues received by the County from such Tax Abatement are herein referred to as the “Tax Abatement Revenues.”

1.05 Pursuant to Minnesota Statutes, Section 475.56(a) and Section 475.60, Subd. 1, the County may issue additional obligations over and above but not exceeding two percent of the amount otherwise authorized to be issued, to pay a portion of the interest cost of the bonds to be issued. The Board hereby determines to issue an additional amount of the Bonds, not to exceed $30,000, to pay a portion of the interest cost of the Bonds.

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1.06 The Board has determined to issue its Taxable General Obligation Tax Abatement Bonds, Series 2018B (the “Bonds”), in the amount of $1,620,000 pursuant to the Act and Minnesota Statutes, Chapter 475, to assist and provide for payment of costs of the Project, capitalized interest and costs of issuance of the Bonds (including bonds representing part of the interest cost of the issue, within the limitation specified in Minnesota Statutes, Section 475.56(a)) and to pledge the County’s full faith and credit and power to levy direct ad valorem taxes and the Tax Abatement Revenues to pay the principal of and interest on the Bonds.

1.07 The County has solicited bids for the sale of the Bonds and has received and considered all bids presented and has determined that the most favorable bid is that of Northland Securities, Inc. located in Minneapolis, Minnesota (the “Purchaser”), to purchase the Bonds at a cash price of $1,600,492.91, and upon condition that the Bonds mature and bear interest at the times and annual rates set forth in Section 2. The County, after due consideration, finds such offer reasonable and proper and the offer of the Purchaser is hereby accepted. The Chair and the County Auditor/Treasurer are authorized and directed to execute on the part of the County a contract for the sale of the Bonds in accordance with the Purchaser’s bid. All actions of the Chair, the County Auditor/Treasurer and Ehlers & Associates, Inc., independent municipal advisor to the County, taken with regard to the sale of the Bonds are hereby ratified and approved.

Section 2. Terms of the Bonds.

2.01 Designation; Denominations; Maturities; Interest Rates.

A. The Bonds to be issued hereunder shall be issued as fully-registered bonds designated the $1,620,000 Taxable General Obligation Tax Abatement Bonds, Series 2018B, dated June 7, 2018, as the date of original issue, issued in the denomination of $5,000, or any integral multiple thereof, in fully registered form and lettered and numbered R-1 and upward.

B. The Bonds shall mature on February 1 in the years and amounts stated below and shall bear interest from the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid or duly provided for, or, if no interest has been paid or provided for, from the date of original issue until paid at the rates per annum set forth below opposite such years and amounts, as follow:

Year Principal Amount Interest Rate 2024 $125,000 3.375% 2027 170,000 3.550% 2030 225,000 3.750% 2033 290,000 4.000% 2036 360,000 4.000% 2039 450,000 4.250%

C. The maturities of the Bonds, together with the maturities of all other outstanding

general obligation bonds of the County, meet the requirements of Minnesota Statutes, Section 475.54.

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2.02 Interest Payment Dates; Record Date.

A. The Bonds shall bear interest at the annual rates stated therefor in Section 2.01. The interest shall be payable semiannually on February 1 and August 1 in each year (each herein referred to as an “Interest Payment Date”) commencing on February 1, 2019. Interest will be computed upon the basis of a 360-day year of twelve 30-day months and will be rounded pursuant to the rules of the Municipal Securities Rulemaking Board. Interest will be payable in the manner set forth in the form of Bond and this Section.

B. The Bond Registrar designated below shall make all interest payments with respect to the Bonds by check or draft mailed to the person in whose name each Bond is registered (the “Holder”) and in each case at the address shown on the bond registration records maintained by the Bond Registrar at the close of business on the 15th day (whether or not on a business day) of the calendar month next preceding the Interest Payment Date (the “Regular Record Date”). Any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date fixed for the payment of such defaulted interest (the “Special Record Date”). The Special Record Date shall be fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest and notice of the Special Record Date shall be given by the Bond Registrar to the Holders not less than 10 days prior thereto. The term “Holder” shall also include those lawfully entitled to take actions on behalf of the beneficial owners of the Bonds for purposes of any consent or approvals given by Holders.

C. If the date for payment of the principal of, premium, if any, or interest on the Bonds shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the City of New York, New York, or the city where the principal office of the Bond Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the nominal date of payment.

2.03 Redemption.

A. The Bonds maturing, or subject to mandatory redemption, in the years 2022 through 2028 shall not be subject to redemption and prepayment before maturity, but those maturing, or subject to mandatory redemption, in the year 2029 and in subsequent years shall be subject to redemption and prepayment at the option of the County on February 1, 2028, and on any date thereafter, in whole or in part, and if in part, at the option of the County and in such manner as the County shall determine.

B. In the event any of the Bonds are called for redemption, notice thereof identifying the Bonds to be redeemed will be given by the Bond Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) at least 30 days but not more than 60 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 kept by the Bond Registrar; provided however, that so long as the Bonds are registered in the name of Cede & Co. as nominee of The Depository Trust

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Company, Jersey City, New Jersey (“DTC”), notice of redemption shall be given in accordance with the terms of the Letter of Representations hereinafter described. Failure to give notice by mail to any registered owner, or any defect therein, will not affect the validity of any proceeding for the redemption of Bonds not affected by such defect or failure. 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.

C. If less than all the Bonds of a maturity are called for redemption while the Bonds are registered in the name of Cede & Co., the County or the Bond Registrar designated below will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant’s interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interest in such maturity to be redeemed. If less than all the Bonds of a maturity are called for redemption and the Bonds are not registered in the name of Cede & Co., the Bond Registrar will determine by lot or other manner deemed fair, the amount of each maturity to be redeemed. All prepayments shall be at a price equal to the principal amount thereof plus accrued interest.

D. The Bonds maturing on February 1 in the years 2024, 2027, 2030, 2033, 2036 and 2039 shall be subject to mandatory redemption prior to maturity pursuant to the requirements of this Section 2.03D at a redemption price equal to the stated principal amount thereof plus interest accrued thereon to the redemption date, without premium. The Bond Registrar, as designated below, shall select for redemption, by lot or other manner deemed fair, on February 1 in each of the following years the following stated principal amounts:

For Bonds maturing on February 1, 2024:

Year Amount 2022 $40,000 2023 40,000 2024* 45,000

* Final Maturity

For Bonds maturing on February 1, 2027:

Year Amount 2025 $50,000 2026 55,000 2027* 65,000

* Final Maturity

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For Bonds maturing on February 1, 2030:

Year Amount 2028 $70,000 2029 75,000 2030* 80,000

* Final Maturity

For Bonds maturing on February 1, 2033:

Year Amount 2031 $ 90,000 2032 95,000 2033* 105,000

* Final Maturity

For Bonds maturing on February 1, 2036:

Year Amount 2034 $110,000 2035 120,000 2036* 130,000

* Final Maturity

For Bonds maturing on February 1, 2039:

Year Amount 2037 $140,000 2038 150,000 2039* 160,000

* Final Maturity

Section 3. Registration; Global Book Entry System.

3.01 Designation of Bond Registrar. The Board hereby appoints Bond Trust Services Corporation, of Roseville, Minnesota, as registrar, authenticating agent and transfer agent for the Bonds (such bank or its successors is herein referred to as the “Bond Registrar”), and shall do so until a successor Bond Registrar is duly appointed, all pursuant to a contract which the County and the Bond Registrar shall execute which is consistent herewith and which the Chair and Auditor/Treasurer are hereby authorized to execute and deliver. A successor Bond Registrar shall be a bank or trust company eligible for designation as bond registrar pursuant to the Act. The terms of the appointment of the successor Bond Registrar and its duties shall be specified in

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a contract between the County and such successor Bond Registrar that is consistent herewith and that the Chair and Auditor/Treasurer are hereby authorized to execute and deliver. The Bond Registrar, which may act through an agent, shall also serve as paying agent until and unless a successor paying agent is duly appointed. The Bond Registrar shall pay principal and interest on the Bonds to the registered Holders (or record Holders) of the Bonds in the manner set forth herein. The County agrees to pay the reasonable and customary charges for the services of such Bond Registrar.

3.02 Designation of Depository. DTC, a Securities and Exchange Commission designated depository, a limited purpose New York trust company, a member of the Federal Reserve System, and a “clearing corporation” within the meaning of the New York Uniform Commercial Code, is hereby designated as the depository (the “Depository”) with respect to the Bonds.

3.03 Authentication of Bonds. No Bond shall be valid or obligatory for any purpose unless or until either (i) the Bond Registrar’s authentication certificate on such Bond, substantially set forth in Section 4.01 hereof, shall have been duly executed by an authorized representative of the Bond Registrar or (ii) the Bonds have been manually executed by at least one officer of the Board. Authentication certificates on different Bonds need not be signed by the same representative. The Bond Registrar shall authenticate each Bond by execution of the Certificate of Authentication on the Bond and shall date each Bond in the space provided as of the date on which the Bond is registered. For purposes of delivering the original Bonds, the Bond Registrar shall insert as the date of registration the date of original issue. The executed Authentication Certificate or the manual signature of at least one officer of the Board on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Resolution.

3.04 Bond Register; Transfer; Exchange.

A. The County shall cause to be kept by the Bond Registrar at its principal office, a bond register in which, subject to such reasonable regulations as the Bond Registrar may prescribe, the County shall provide for the registration of the Bonds and the registration of transfers of the Bonds entitled to be registered or transferred as herein provided. In the event of the resignation or removal of the Bond Registrar or its incapability of acting as such, the bond registration records shall be maintained at the office of the successor Bond Registrar as may be appointed by the Board.

B. Upon surrender for transfer of any Bond at the principal corporate office of the Bond Registrar, the County shall execute, if required by law or this Resolution, and the Bond Registrar shall authenticate, if required by law or this Resolution, date (in the space designated Date of Registration) and deliver, in the name(s) of the designated transferee or transferees, one or more new Bonds of the like aggregate principal amount having the same stated maturity and interest rate, as requested by the transferor; provided, however, that no Bond may be registered in blank or in the name of “bearer” or similar designation. Transfer of a Bond may be made on the County’s books by the registered owner in person or by the registered owner’s attorney duly authorized in writing. Transfers shall be subject to reasonable regulations of the County contained in any agreement with, or notice to, the Bond Registrar, including regulations which

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permit the Bond Registrar to close its transfer books between record dates and payment dates. The County and the Bond Registrar shall not be required to make any transfer or exchange of any Bonds called for redemption or to make any such exchange or transfer of the Bonds during the 15 days next preceding the date of the first publication or the mailing (if there is no publication) of notice of redemption in the case of a proposed redemption of the Bonds.

C. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly executed by the registered owner thereof, with signature guaranteed, or by the registered Holder’s attorney duly authorized in writing, and shall include written instructions as to the details of the transfer of the Bond. When any Bond is presented to the Bond Registrar for transfer, the Bond Registrar may refuse to transfer the same until it 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 Bond Registrar shall incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized.

D. At the option of the Holder, replacement Bonds may be exchanged for Bonds of any authorized denomination or denominations of a like aggregate principal amount and stated maturity, upon surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever any Bonds are so surrendered for exchange, the County shall execute (if required by law or this Resolution), and the Bond Registrar shall authenticate (if required by law or this Resolution), date (in the space designated Date of Registration) and deliver the replacement Bonds which the Holder making the exchange is entitled to receive. Bonds registered in the name of Cede & Co. may not be exchanged for Bonds of smaller denominations.

E. All Bonds surrendered upon any exchange or transfer provided for in this Resolution shall be promptly canceled by the Bond Registrar and thereafter disposed of as directed by the County.

F. Each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall carry all of the rights to interest, accrued and unpaid and to accrue, which are carried by such other Bond. All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general obligations of the County evidencing the same debt, shall be entitled to the same benefits under this Resolution as the Bonds surrendered for such exchange or transfer, and shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bonds.

G. The Bond 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 any Bond and any legal or unusual costs regarding transfers and lost bonds.

H. Bonds registered in the name of Cede & Co. may not after their original delivery, be transferred or exchanged except in accordance with the terms and conditions of the Letter of Representations and:

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(i) upon exchange of a Bond after a partial redemption, if provided in Section 2.03 of this Resolution;

(ii) to any successor of the Depository (or its nominee) or any substitute depository (a “Substitute Depository”) designated pursuant to clause (iii) below; provided that any successor of the Depository or any Substitute Depository must be both a “clearing corporation” as defined in the Minnesota Uniform Commercial Code, Minnesota Statutes, Section 336.8-102, and a qualified and registered “clearing agency” as provided in Section 17A of the Securities Exchange Act of 1934, as amended;

(iii) to a Substitute Depository designated by and acceptable to the County upon (a) the determination by the Depository that the Bonds shall no longer be eligible for its depository services or (b) a determination by the County that the Depository is no longer able to carry out its functions; provided that any Substitute Depository must be qualified to act as such, as provided in subclause (ii) above; or

(iv) in the event that (a) the Depository shall resign or discontinue its services for the Bonds or be declared no longer able to carry out its functions and the County is unable to locate a Substitute Depository within two months following the resignation or discontinuance or determination of noneligibility, or (b) the County determines in its sole discretion that (1) the continuation of the book-entry system described herein might adversely affect the interests of the beneficial owners of the Bonds, or (2) it is in the best interests of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, then the County shall notify the Holders of its determination and of the availability of replacement Bonds to Holders. The County, the Bond Registrar and the Depository shall cooperate in providing Replacement Bonds to Holders requesting the same and the registration, transfer and exchange of such Bonds shall thereafter be conducted as provided in Section 3 of this Resolution.

I. In the event of the designation of a Substitute Depository as authorized by clause H., the Bond Registrar, upon presentation of a Bond, shall register their transfer to the Substitute Depository, and the Substitute Depository shall be treated as the Depository for all purposes and functions under this Resolution. The Letter of Representations shall not apply to the Substitute Depository unless the County and the Substitute Depository so agree, and the execution of a similar agreement is hereby authorized.

3.05 Persons Deemed Owners; Payment.

A. The County and the Bond Registrar may treat the person in whose name any Bond is registered as the owner of such Bond for the purpose of receiving payment of principal of and premium, if any, and interest (subject to the payment provisions in Section 2.02 above), on such Bond and for all other purposes whatsoever, whether or not such Bond shall be overdue, and neither the County nor the Bond Registrar shall be affected by notice to the contrary.

B. For the purposes of all actions, consents and other matters affecting Holders of Bonds issued under this Resolution as from time to time supplemented, other than payments, redemptions and purchases, the County may (but shall not be obligated to) treat as the Holder of

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a Bond the beneficial owner of the Bond instead of the person in whose name the Bond is registered. For that purpose, the County may ascertain the identity of the beneficial owner of the Bond by such means as the Bond Registrar in its sole discretion deems appropriate, including but not limited to a certificate from the Depository or other person in whose name the Bond is registered identifying such beneficial owner.

C. The principal of and interest on the Bonds shall be payable by the Bond Registrar in such funds as are legal tender for the payment of debts due the United States of America. The County shall pay the reasonable and customary charges of the Bond Registrar for the disbursement of principal and interest.

3.06 Use of Global Book-Entry System.

A. There has been previously submitted to the County a form of Blanket Issuer Letter of Representations (the “Representation Letter”) between the County and the Depository setting forth various matters relating to the Depository and its role with respect to the Bonds. The terms and conditions of the Representation Letter are ratified.

B. Notwithstanding any provision herein to the contrary, so long as the Bonds shall be in Book-Entry Form, the provisions of this Section 3.06 shall govern.

C. All of the Bonds shall be registered in the name of Cede & Co., as nominee for DTC. Payment of interest on and principal of any Bond registered in the name of Cede & Co. shall be made by wire transfer or New York Clearing House or equivalent same day funds by 10:00 a.m. CT or as soon as possible thereafter following the Bond Registrar’s receipt of funds from the County on each Interest Payment Date to the account of Cede & Co. on each Interest Payment Date at the address indicated in or pursuant to the Representation Letter.

D. DTC (or its nominees) shall be and remain recorded on the Bond Register as the holder of all Bonds which are in Book-Entry Form. No transfer of any Bond in Book-Entry Form shall be made, except from DTC to another depository (or its nominee) or except to terminate the Book-Entry Form. All Bonds of such stated maturity of any Bonds in Book-Entry Form shall be issued and remain in a single bond certificate registered in the name of DTC (or its nominee); provided, however, that upon termination of the Book-Entry Form pursuant to the Representation Letter, the County shall, upon delivery of all Bonds of such series from DTC, promptly execute, and the Bond Registrar shall thereupon authenticate and deliver, Bonds of such series to all persons who were beneficial owners thereof immediately prior to such termination; and the Bond Registrar shall register such beneficial owners as holders of the applicable Bonds.

The Bond Registrar shall maintain accurate books and records of the principal balance, if any, of each such outstanding Bond in Book-Entry Form, which shall be conclusive for all purposes whatsoever. Upon the authentication of any new bond in Book-Entry Form in exchange for a previous bond, the Bond Registrar shall designate thereon the principal balance remaining on such bond according to the Bond Registrar’s books and records.

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No beneficial owner (other than DTC) shall be registered as the holder on the Bond Register for any Bond in Book-Entry Form or entitled to receive any bond certificate. The beneficial ownership interest in any Bond in Book-Entry Form shall be recorded, evidenced and transferred solely in accordance with the Book-Entry System.

Except as expressly provided to the contrary herein, the County and the Bond Registrar may treat and deem DTC to be the absolute owner of all Bonds of each series which are in Book-Entry Form (i) for the purpose of payment of the principal of and interest on such Bond, (ii) for the purpose of giving notices hereunder, and (iii) for all other purposes whatsoever.

E. The County and the Bond Registrar shall each give notices to DTC of such matters and at such times as are required by the Representation Letter, including the following:

(i) with respect to notices of redemption; and

(ii) with respect to any other notice required or permitted under this Bond Resolution to be given to any holder of a Bond.

All notices of any nature required or permitted hereunder to be delivered to a holder of a Bond in Book-Entry Form shall be transmitted to beneficial owners of such Bonds at such times and in such manners as shall be determined by DTC, the participants and indirect participants in accordance with the Book-Entry System and the Representation Letter.

F. All payments of principal, redemption price of and interest on any Bonds in Book-Entry Form shall be paid to DTC (or Cede & Co.) in accordance with the Book-Entry System and the Representation Letter in same day funds by wire transfer.

3.07 Mutilated, Stolen or Destroyed Bonds. If a Bond becomes mutilated or is destroyed, stolen, or lost, the Bond 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 any Bond destroyed, stolen, or lost, upon the payment of the reasonable expenses and charges of the Bond Registrar and the County in connection therewith, including the cost of printing new Bonds; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Bond Registrar and the County of evidence satisfactory to it and the County that the Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Bond Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it and the County and as provided by law, in which both the County and the Bond Registrar must be named as obligees. Bonds so surrendered to the Bond Registrar will be canceled by the Bond Registrar and evidence of such cancellation must be given to the County. 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.

Section 4. Preparation, Delivery and Form of the Bonds.

4.01 The Bonds shall be printed or typewritten in substantially the following form:

UNITED STATES OF AMERICA STATE OF MINNESOTA

COOK COUNTY

TAXABLE GENERAL OBLIGATION TAX ABATEMENT BOND SERIES 2018B

R-_ $_______

Rate Maturity Date Date of Original Issue CUSIP

____% February 1, 20__ June 7, 2018

REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT: ___________ DOLLARS

Cook County, Minnesota (the “County”), certifies that it is indebted and for value received, promises to pay to the registered owner specified above or on the Registration Certificate attached hereto, or registered assigns, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, and to pay interest thereon semiannually on February 1 and August 1 of each year (each, an “Interest Payment Date”) commencing on February 1, 2019, at the rate per annum specified above, calculated on the basis of a 360-day year of twelve 30-day months, until the principal amount is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or duly provided for, or, if no interest has been paid or provided for, from the date of original issue hereof set forth above.

Payment. The principal of and premium, if any, on this Bond are payable by wire transfer (or other agreed means of payment) on each payment date no later than 12:00 noon (New York, New York time) upon presentation and surrender hereof at the office of Bond Trust Services Corporation, Roseville, Minnesota, as registrar, paying agent, authenticating agent and transfer agent (the “Bond Registrar”), or at the office of such successor bond registrar as may be designated by the County. Interest on this Bond will be paid on each Interest Payment Date (by 12:00 noon, New York, New York time) by wire transfer (or other agreed means of payment) to the person in whose name this Bond is registered (the “Holder” or “Bondholder”) on the registration books of the County maintained by the Bond Registrar and at the address appearing thereon at the close of business on the 15th day of the calendar month next preceding such Interest Payment Date (the “Regular Record Date”). Any interest not so timely paid or duly provided for shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date fixed for the payment of the defaulted interest, and notice of the Special Record Date shall be given by

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the Bond Registrar to the Holders not less than 10 days prior thereto. The Bond Registrar shall make all payments with respect to this Bond without, except for payment of principal on the Bond, the presentation or surrender of this Bond, and all such payments shall discharge the obligations of the County to the extent of the payments so made. The principal of, premium, if any, and interest on this Bond are payable in lawful money of the United States of America. For the prompt and full payment of such principal and interest as they become due, the full faith and credit of the County are irrevocably pledged.

Date of Payment Not Business Day. If the date for payment of the principal of, premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the City of New York, New York, or the city where the principal office of the Bond Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the nominal date of payment.

Optional Redemption. The Bonds maturing, or subject to mandatory redemption, in the years 2022 through 2028 shall not be subject to redemption before maturity, but those maturing, or subject to mandatory redemption, in the year 2029 and subsequent years are each subject to redemption and prepayment at the option of the County on February 1, 2028, and on any date thereafter, in whole or in part, and if in part at the option of the County and in such manner as the County shall determine and by lot as to Bonds maturing in the same year, at a price of par plus accrued interest.

Mandatory Redemption. The Bonds maturing in the years 2024, 2027, 2030, 2033, 2036 and 2039 shall be subject to mandatory redemption prior to maturity pursuant to the requirements of the Resolution at a redemption price equal to the stated principal amount thereof plus interest accrued thereon to the redemption date, without premium.

Notice of and Selection of Bonds for Redemption. Not less than 30 nor more than 60 days prior to the date fixed for redemption and prepayment of any Bonds, notice of redemption shall be mailed to each registered owner of a Bond to be redeemed; provided, however, that so long as the Bonds are registered in the name of Cede & Co., as nominee for The Depository Trust Company, Jersey City, New Jersey (“DTC”), notice of redemption shall be given in accordance with the terms of the Letter of Representations executed by the County and DTC.

If less than all the Bonds of a maturity are called for redemption while the Bonds are registered in the name of Cede & Co., the County or the Bond Registrar designated below will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant’s interest in such maturity to be redeemed and each participant will

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then select by lot the beneficial ownership interest in such maturity to be redeemed. If less than all the Bonds of a maturity are called for redemption and the Bonds are not registered in the name of Cede & Co., the Bond Registrar will determine by lot or other manner deemed fair, the amount of each maturity to be redeemed. All prepayments shall be at a price equal to the principal amount thereof plus accrued interest. If any Bond is redeemed in part, upon surrender of the Bond being redeemed, the County shall deliver or cause to be delivered to the registered owner of such Bond, a Bond in like form in the principal amount equal to that portion of the Bond so surrendered not being redeemed.

Issuance; Purpose. This Bond is one of a series issued by the County in the total aggregate amount of $1,620,000, all of like original issue date and tenor, except as to number, maturity date, redemption privilege, denomination and interest rate, pursuant to: (i) the authority contained in Minnesota Statutes, Section 469.1814 and Minnesota Statutes, Chapter 475; (ii) the Constitution of the State of Minnesota and all other laws thereunto enabling; and (iii) an authorizing resolution adopted by the governing body of the County on May 22, 2018 (the “Resolution”) and is issued for the purpose of providing a portion of the financing for a workforce housing project, for the payment of part of the interest costs of the Bonds and for paying costs of issuance of the Bonds. The principal of and interest on the Bonds are payable from tax abatement revenues and from ad valorem taxes levied upon all taxable property in the County as set forth in the Resolution to which reference is made for a full statement of rights and powers thereby conferred.

General Obligation. This Bond constitutes a general obligation of the County, and to provide moneys for the prompt and full payment of the principal and interest when the same become due, the full faith and credit and taxing powers of the County have been and are hereby irrevocably pledged.

Denominations; Exchange. The Bonds of this series are issued as fully registered bonds without coupons, in the denomination of $5,000 or any integral multiple thereof. The County will, at the request of the registered owner, issue one or more new fully registered Bonds in the name of the registered owner in the aggregate principal amount equal to the unpaid principal balance of this Bond, and of like tenor except as to number and principal amount at the principal office of the Bond Registrar, but only in the manner and subject to the limitations provided in the Resolution and the Letter of Representations. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar.

Registration; Transfer. This Bond shall be registered in the name of the payee on the books of the County by presenting this Bond for registration to the Bond Registrar, whose representative will endorse his or her name and note the date of registration opposite the name of the payee in the Registration Certificate

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attached hereto. Thereafter this Bond may be transferred by delivery with an assignment duly executed by the Holder or the Holder’s legal representative, and the County and Bond Registrar may treat the Holder as the person exclusively entitled to exercise all the rights and powers of an owner until this Bond is presented with such assignment for registration of transfer, accompanied by assurance of the nature provided by law that the assignment is genuine and effective, and until such transfer is registered on said books and noted hereon by the Bond Registrar, all subject to the terms and conditions provided in the Resolution and the Letter of Representations and to reasonable regulations of the County contained in any agreement with, or notice to, the Bond Registrar. Thereupon the County shall execute (if required by law or the Resolution) and the Bond Registrar shall authenticate (if required by law or the Resolution) and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee, of an authorized denomination, in an 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 to Loss. The Bond 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. No service charge shall be made by the County for any transfer or exchange hereinbefore referred to but the County may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Treatment of Registered Owner. The County and Bond 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 and for all other purposes whatsoever, whether or not this Bond shall be overdue, and neither the County nor the Bond 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 or benefit under the Resolution until either (i) the Bond Registrar’s Authentication Certificate hereon shall have been executed by the Bond Registrar by one of its authorized representatives or (ii) the Bond has been manually executed by at least one officer of the Board of the County.

IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to happen and to be performed precedent to and in the issuance of this Bond in order to make it a valid and binding general obligation of the County enforceable in accordance with its terms, have been done, have happened and have been performed in regular and due form, time and manner as so required; that prior to the issuance hereof, a direct, annual irrepealable ad valorem tax has been duly levied upon all taxable property

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in the County in the years and amounts required by law; that, if necessary for payment of principal of and interest on the Bonds of this issue, additional ad valorem taxes may be levied upon all taxable property in the County without limitation as to rate or amount; and that the issuance of this Bond on the date of original issue hereof and the date of its actual original issuance and delivery, does not exceed any constitutional or statutory limitation of indebtedness.

IN WITNESS WHEREOF, Cook County, Minnesota, by its governing body, has caused this Bond to be executed in its name by the manual or facsimile signatures of the Chair and Auditor/Treasurer.

ATTEST: (form – do not sign here) (form – do not sign here) Auditor/Treasurer Chair Date of Authentication:

BOND REGISTRAR’S AUTHENTICATION CERTIFICATE

The Bond Registrar confirms that the books reflect the ownership of the Bond registered in the name of the owner named above in the principal amount and maturing on the date stated above and this Bond is one of the Bonds of the series issued pursuant to the Resolution hereinabove described.

BOND TRUST SERVICES CORPORATION Roseville, Minnesota Bond Registrar By Authorized Representative

REGISTRATION CERTIFICATE

This Bond must be registered as to both principal and interest in the name of the owner on the books to be kept by Bond Trust Services Corporation of Roseville, Minnesota, as Bond Registrar. No transfer of this Bond shall be valid unless made on said books by the registered owner or the owner’s attorney thereunto duly authorized and similarly noted on the registration books. The ownership of the unpaid principal balance of this Bond and the interest accruing thereon is registered on the books of Bond Trust Services Corporation in the name of the registered owner last noted below.

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Date Registered Owner Signature of Bond Registrar

6/___/2018 Cede & Co. c/o The Depository Trust Company 570 Washington Blvd. Jersey City, NJ 07310 Federal Taxpayer I.D. No.: 13-2555119

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto

(Name and Address of Assignee)

_________________________ Social Security or Other _________________________ Identifying Number of Assignee 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 thereof with full power of substitution in the premises.

Dated:

NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever.

Signature Guaranteed: (Bank, Trust Company, member of National Securities Exchange)

Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the County or

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its agent for registration of transfer, exchange, or payment, and any Bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

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4.02 Preparation and Execution. The Bonds shall be prepared for execution in accordance with the approved form and shall be signed by the manual or facsimile signature of the Chair and attested by the manual or facsimile signature of the Auditor/Treasurer. The legal opinion of Fryberger, Buchanan, Smith & Frederick, P.A. shall be appended to or printed on each Bond. The corporate seal of the County may be omitted from the Bonds as permitted by law. In case any officer whose signature or a facsimile of whose signature shall appear on the Bonds shall cease to be an officer before delivery of the Bonds, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery.

4.03 Delivery of the Bonds. Delivery of the Bonds and payment of the purchase price shall be made at a place mutually satisfactory to the County and the Purchaser. Printed or typewritten, and executed Bonds shall be furnished by the County without cost to the Purchaser. The Bonds, when prepared in accordance with this Resolution and executed, shall be delivered by or under the direction of the County Auditor/Treasurer to the Purchaser upon receipt of the purchase price plus accrued interest.

Section 5. Covenants, Accounts and Representations.

5.01 Construction Fund. On receipt of the purchase price of the Bonds, the County shall credit the proceeds from the sale of the Bonds in the amount of $1,400,000.00 to a separate construction fund, which is hereby created and designated as the “2018B Bonds Construction Fund” (the “Construction Fund”). Proceeds from the Bonds on deposit in the Construction Fund shall be used from time to time to make advances under the Authority Loan Agreement between the County and the Authority, and for the Authority to loan funds to One Roof pursuant to the Company Loan Agreement between the Authority and One Roof, to pay the capital costs of the Project, including but not limited to, costs of construction, planning, architectural, engineering, legal, municipal advisory and other professional services, printing and publication costs and costs of issuance of the Bonds (other than costs of issuance paid pursuant to Section 5.05), as such become due.

5.02 Debt Service Fund.

A. A separate debt service account within the County’s debt service fund is hereby created and is designated as the “2018B Bonds Debt Service Account” (the “Debt Service Account”).

B. There is hereby pledged and appropriated and there shall be credited to the Debt Service Account: (i) the accrued interest in the amount of $0.00; (ii) the rounding in the amount of $0.00; (iii) capitalized interest from the proceeds of the Bonds in the amount of $105,296.82; (iv) the Tax Abatement Revenues pursuant to the Abatement Resolution as received by the County; (v) pledged revenues of the Authority Loan Agreement and the Company Loan Agreement appropriated to the Debt Service Account; (vi) the ad valorem taxes hereinafter levied; and (vii) investment earnings on the monies identified in the foregoing clauses (i) through (vi). The proceeds of the Bonds described in clauses (i) through (iii) of the preceding sentence shall be used for payment of interest on the Bonds. Upon completion of the Project, any unspent proceeds in the Construction Fund shall be transferred to the Debt Service Account.

C. The money in the Debt Service Account shall be used for no purpose other than the payment of principal and interest on the Bonds; provided, however, that if any payment of principal or interest shall become due when there is not sufficient money in the Debt Service Account, the County Auditor/Treasurer shall pay the same from any other funds of the County and said funds shall be reimbursed for such advance out of the proceeds of the taxes hereinafter levied.

5.03 Tax Levy.

A. For the prompt and full payment of the principal and interest on the Bonds when due, the full faith and credit and taxing power of the County are hereby irrevocably pledged. There is hereby levied a direct, annual, ad valorem tax upon all taxable property within the County which shall be extended upon the tax rolls and collected with and as part of the other general property taxes in the County for the years and in the amounts as follows:

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Levy Year Collection Year Tax Levy 2017 2018 $ 41,480.56* 2018 2019 63,816.26** 2019 2020 67,008.00 2020 2021 109,008.00 2021 2022 107,590.00 2022 2023 111,423.00 2023 2024 115,078.00 2024 2025 118,464.00 2025 2026 126,914.00 2026 2027 129,741.00 2027 2028 132,235.00 2028 2029 134,532.00 2029 2030 141,882.00 2030 2031 143,352.00 2031 2032 149,862.00 2032 2033 150,702.00 2033 2034 156,582.00 2034 2035 162,042.00 2035 2036 167,082.00 2036 2037 171,334.00 2037 2038 175,140.00

* $41,480.56 to be paid from capitalized interest for the February 1, 2019 interest

payment. ** $63,816.26 to be paid from capitalized interest for the August 1, 2019 and

February 1, 2020 interest payments.

B. Said levies are such that if collected in full they will produce at least five percent in excess of the amount needed to meet when due the principal and interest payments on the Bonds.

C. Such tax levies shall be irrevocable as long as any of the Bonds issued hereunder are outstanding and unpaid; provided, however, that on November 30 of each year, while any Bonds issued hereunder remain outstanding, the County may reduce or cancel the above levies to the extent of the amount which has been appropriated to and is on deposit in the Debt Service Account to pay the principal of and interest on the Bonds, and may direct the County Auditor/Treasurer to reduce the levy for such year by that amount.

5.04 Investments. Monies on deposit in the Construction Fund and in the Debt Service Account may, at the discretion of the County Auditor/Treasurer, be invested in securities permitted by Minnesota Statutes, Chapter 118A, that any such investments shall mature at such times and in such amounts as will permit for payment of Project costs and/or payment of the principal and interest on the Bonds when due.

5.05 Payment of Costs of Issuance. The County authorizes the Purchaser to forward the amount of Bond proceeds in the amount of $95,196.09 allocable to the payment of issuance expenses to KleinBank of Chaska, Minnesota, on the date of closing and delivery of the Bonds (the “Closing Date”) for further distribution as directed by the County’s municipal advisor, Ehlers & Associates, Inc. and as set forth in the officers’ certificate provided to the Purchaser on the Closing Date.

Section 6. Certificates of Proceedings; Miscellaneous.

6.01 Filing of Resolution; County Auditor Certificate. The County Auditor/Treasurer is directed to file a certified copy of this Resolution and such other information as required, and to provide to Bond Counsel a certificate stating that the Bonds herein authorized have been duly entered on his register.

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6.02 Authentication of Transcript. The officers of the County are authorized and directed to prepare and furnish to the Purchaser and to Bond Counsel certified copies of all proceedings and records of the County relating to the authorization and issuance of the Bonds and to the financial condition and affairs of the County and other affidavits and certificates as may reasonably be requested to show the facts relating to the legality and marketability of the Bonds as such facts appear from the official books and records of the officers’ custody or otherwise known to them. All of such certified copies, certificates and affidavits, including any heretofore furnished, constitute representations of the County as to the correctness of facts recited therein and the actions stated therein to have been taken.

6.03 Offering Materials. The Official Statement relating to the Bonds, on file with the Auditor/Treasurer and presented to this meeting, is hereby approved and deemed final, and the furnishing thereof to prospective purchasers of the Bonds is hereby ratified and confirmed, insofar as the same relates to the Bonds and the sale thereof. The Chair and Auditor/Treasurer are hereby authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the Official Statement is a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement.

6.04 Absent or Disabled Officers. In the event of the absence or disability of the Chair or the Auditor/Treasurer, such officers or members of the Board as in the opinion of the County’s attorney may act in their behalf shall, without further act or authorization, execute and deliver the Bonds, and do all things and execute all instruments and documents required to be done or executed by such absent or disabled officers.

6.05 Defeasance. When all of the Bonds have been discharged as provided in this Section, all pledges, covenants and other rights granted by this Resolution shall cease. The County may discharge its obligations with respect to any Bonds which are due on any date by depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full with interest accrued from the due date to the date of such deposit. The County may also discharge all Bonds of said issue at any time by irrevocably depositing in escrow with the Bond Registrar, for the purpose of paying all principal and interest due on such Bonds to maturity, a sum of cash or securities of the types described in Minnesota Statutes, Section 475.67, as amended, in such aggregate amount, bearing interest at such rates and maturing or callable at the County’s option on such dates as shall be required to provide funds sufficient for this purpose.

Section 7. Continuing Disclosure. The Board acknowledges that the Bonds are subject to the continuing disclosure requirements of Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12) (the “Rule”). The Rule governs the obligations of certain underwriters to require that issuers of municipal bonds enter into agreements for the benefit of the Holders to provide continuing disclosure with respect to the bonds. To provide for the public availability of certain information relating to the Bonds and the security therefor and to permit underwriters of the Bonds to comply with the Rule, which will enhance the marketability of the Bonds, the Chair and the Auditor/Treasurer are hereby authorized and directed to execute a Continuing Disclosure Certificate substantially in the form of the Certificate currently on file in the office of the County Auditor/Treasurer.

Adopted: May 22, 2018.

___________________________________ Chair

Attest: ___________________________________ County Auditor/Treasurer

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The motion of the adoption of the foregoing resolution was duly seconded by Commissioner Sivertson and, upon vote being taken, the following voted in favor thereof:

Bursheim, Deschampe, Doo-Kirk, Sivertson, Storlie

the following voted against the same: None.

the following were absent: None.

whereupon, said Resolution was declared duly passed and adopted, and approved and signed by the Chair and attested by the County Auditor/Treasurer.

Commissioner Bursheim introduced the following resolution and moved its adoption:

RESOLUTION NO. 2018-39

RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COOK COUNTY, MINNESOTA, APPROVING DOCUMENTS RELATING TO A WORKFORCE HOUSING PROJECT IN LUTSEN

BE IT RESOLVED, by the Board of Commissioners (the “Board”) of Cook County, Minnesota (the “County”), as follows:

Section 1. Recitals; Findings.

1.01 The County, pursuant to Minnesota Statutes, Sections 469.1812 to 469.1815, as amended (the “Act”), is authorized to grant an abatement of the property taxes imposed by the County on parcels of properties, if certain conditions are met, through the adoption of a resolution specifying the terms of the abatement.

1.02 The Cook County/Grand Marais Joint Economic Development Authority (the “Authority”) and One Roof Community Housing, together with its wholly-owned subsidiary West End Pod Quad, LLC (“One Roof”), have undertaken a program to develop a 16-unit workforce housing project to be located in the Town of Lutsen (the “Project”), and the Authority and One Roof have requested assistance in financing the Project through the Act, as such Project will increase and preserve tax base and provide employment opportunities in the County by providing workforce housing.

1.03 The Authority and One Roof have requested assistance in financing the Project from the County through tax abatement bond financing upon terms and conditions set forth in an Amended and Restated Development Agreement dated as of April 10, 2018 (the “Development Agreement”).

1.04 The County has agreed to issue taxable general obligation tax abatement bonds and loan the proceeds to the Authority pursuant to an Authority Loan Agreement between the County and the Authority (the “Authority Loan Agreement”), with such proceeds of the loan to be disbursed pursuant to a Disbursing Agreement among One Roof, the Authority, the County and North Shore Title L.L.C. (the “Disbursing Agreement”), and with the One Roof loan payments being pledged to the County to repay the Authority Loan Agreement pursuant to a Pledge Agreement among the County, the Authority and One Roof (the “Pledge Agreement”).

Section 2. Approval.

2.01 The forms of the Authority Loan Agreement, the Disbursing Agreement and the Pledge Agreement (together, the “Agreements”) as presented to the Board (and which were attached to the Development Agreement) are approved. The Chair of the Board and County Auditor/Treasurer are authorized and directed in the name and on behalf of the County to execute the Agreements, with such changes and insertions as do not materially change the substance thereof as the Chair of the Board and County Auditor/Treasurer shall deem necessary and appropriate, and to perform all actions and execute all other instruments necessary to carry out the County’s obligation in accordance with the terms and conditions set forth in the Agreements.

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Adopted: May 22, 2018.

_________________________________ Chair

Attest: ___________________________________ County Auditor/Treasurer The motion of the adoption of the foregoing resolution was duly seconded by Commissioner Sivertson and, upon vote being taken, the following voted in favor thereof:

Bursheim, Deschampe, Doo-Kirk, Sivertson, Storlie.

the following voted against the same: None.

the following were absent: None.

whereupon, said Resolution was declared duly passed and adopted, and approved and signed by the Chair and attested by the County Auditor/Treasurer.

Jeff Cadwell, County Administrator, appeared before the board to provide an update on construction projects and a proposal from WOLD to facilitate a process that meets the counties requirement for competitive bids on the courthouse roof and courthouse and law enforcement center window replacements. Motion was made by Sivertson, seconded by Doo-Kirk, and approved Architectural and Engineering Services Contract with WOLD in the amount of $18,900 to review existing site conditions and confirm final design solutions, develop final design drawings, specification and bidding requirements, and provide full construction administration for roof replacement at the courthouse and windows replacements at courthouse and LEC. Jeff Cadwell, County Administrator, appeared before the board to provide information about the ISD #166 and YMCA building projects. ARI is the architect on site and has proposed a rate to work with the county to make necessary roofing repairs and to get mechanical and landscape projects done in coordination with the school’s projects. Roofing areas identified include roofing areas that were over old ISD school buildings that are now the responsibility of the county. The bathroom project supports YMCA licensure as a daycare center and the sidewalks will improve safety and reduce dirt from being dragged in from outside. Motion was made by Doo-Kirk, seconded by Bursheim, and approved Architectural and Engineering Services Contract with ARI in the amount of $18,000 to provide schematic design, design development, construction documents, bidding and construction administration for projects at the YMCA related to roof replacements, toilet facilities in the daycare facilities and sidewalks in the parking area. Jeff Cadwell, County Administrator, announced a public meeting has been set for June 5, 2018 at 5 p.m. to provide information to the board and public about the 1854 Treaty. Another public meeting will be held on June 19, 2018 at 5 p.m. with the DNR presenting information on the Border-to-Border Trail. Grand Portage will host the May 31st district AMC meeting. Braidy Powers, Auditor-Treasurer, informed the board that the candidate filing period for state and county offices started today and is open through June 5th. Correspondence-Memos:

A. Cook County Historical Society Board meeting materials. Information. B. Arrowhead Regional Corrections Board meeting materials. Information.

There being no further business, the Board adjourned at 10:08 a.m.

______________________________

VIRGINIA STORLIE, Chair Cook County Board of Commissioners

_____________________________ ATTEST: BRAIDY POWERS

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Auditor-Treasurer