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HomeMy WebLinkAboutResolution No. 2021-107 GO Refunding BondsCERTIFICATION OF MINUTES RELATING TO $3,795,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2021B Issuer: City of Edina, Minnesota Governing Body: City Council Kind, date, time and place of meeting: A regular meeting held on November 16, 2021 at 7:00 o'clock P.M., at the City Hall, Edina, Minnesota. Members present: .11 Members absent: Documents Attached: Minutes of said meeting (including): RESOLUTION NO. 2021-107 RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $3,795,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2021B I, the undersigned, being the duly qualified and acting recording officer of the public corporation issuing the bonds referred to in the title of this certificate, certify that the documents attached hereto, as described above, have been carefully compared with the original records of said corporation in my legal custody, from which they have been transcribed; that said documents are a correct and complete transcript of the minutes of a meeting of the governing body of said corporation, and correct and complete copies of all resolutions and other actions taken and of all documents approved by the governing body at said meeting, so far as they relate to said bonds; and that said meeting was duly held by the governing body at the time and place and was attended throughout by the members indicated above, pursuant to call and notice of such meeting given as required by law. WITNESS my hand officially as such recording officer this 2021. day of November, Sharon Allison, City Clerk 4880-7262-1312\4 It was reported that three (3) proposals had been received prior to 10:00 A.M., Central Time today for the purchase of the $3,795,000 General Obligation Refunding Bonds, Series 2021B of the City pursuant to the Preliminary Official Statement distributed to potential purchasers of the Bonds by Ehlers & Associates, Inc., municipal advisor to the City. The proposals have been read and tabulated, and the terms of each have been determined to be as follows: [See Attached] 4880-7262-1312\4 EPS BID TABULATION $4,620,000* General Obligation Refunding Bonds, Series 2021B City of Edina, Minnesota SALE: November 16, 2021 AWARD: BAIRD Rating: Moody's Invstor's Service "Aaa" S&P Global Ratings "AAA" Tax Exempt - Non-Bank Qualified NAME OF BIDDER MATURITY (February 1) RATE PRICE NET INTEREST COST TRUE INTEREST RATE REOFFERING YIELD BAIRD $5,522,244.65 $244,630.35 0.9459% Red Bank, New Jersey 2023 5.000% 0.250% C.L. King 2024 5.000% 0.350% Collier Securitie 2025 5.000% 0.450% Edward Jones 2026 5.000% 0.600% Fidelity Capital 2027 5.000% 0.700% Loop Capital 2028 5.000% 0.900% Northland Securities 2029 5.000% 1.000% Country Club Bank 2030 5.000% 1.100% Crews & Associates, Sierra Pacific Sec_ aNYMellon Cap Mar Isaalc Bond Investmen Wayne Hummer & Co. SumRidge Partners Celadon FinAnrial Gr Midland Securities FMS Bonds Inc. First Southern LLC Dinosaur Sec First Bankers' Banc Mountainside Sec StoneX Financial Inc ValdesMor RAYMOND JAMES & $5,517,336.35 $249,538.65 0.9655% ASSOCIATES, INC. St. Petersburg, Florida PIPER SANDLER & CO. $5,283,032.30 $254,467.70 1.0143% Minneapolis, Minnesota Subsequent to bid opening the issue size was decreased to $3,795,000. Adjusted Price - $4,576,654.04 Adjusted Net Interest Cost - $217,314.71 Adjusted TIC - 0.9622% BUILDING COMMUNITIES. IT'S WHAT WE DO, I irecr I (Ei60) 552-1171 4880-7262-1312\4 Councilmember then introduced the following resolution and moved its adoption: RESOLUTION NO. a.‘ RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $3,795,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2021B BE IT RESOLVED by the City Council (the "Council") of the City of Edina, Minnesota (the "City"), as follows: Section 1. Authorization and Sale. 1.01. Authorization of Bonds. This Council hereby determines that it is in the best interest of the City to issue its General Obligation Refunding Bonds, Series 2021B (the "Bonds") pursuant to Minnesota Statutes, Chapters 429 and 475, upon the terms and conditions hereinafter set forth, for the purpose of currently refunding the February 1, 2023, through February 1, 2030, maturities (the "Refunded Maturities") of the City's $8,265,000 General Obligation Bonds, Series 2013A (the "Series 2013A Bonds"), dated, as originally issued, as of October 10, 2013. The Refunded Maturities will be redeemed on February 1, 2022 (the "Redemption Date"), at a price of par plus accrued interest to the Redemption Date. The City anticipates substantial debt service savings to result from the refunding of the Refunded Maturities. The Series 2013A Bonds were issued for the purpose of (i) financing various public improvements within the City, including several Peimanent Improvement Revolving Fund street reconstruction projects (the "PIR Projects"); and (ii) effecting a current refunding of the 2014 through 2030 maturities of the Edina Housing and Redevelopment Authority's $6,125,000 Taxable Public Project Revenue Bonds, Series 2009B (City of Edina Annual Appropriation Lease Obligations) (Build America Bonds - Direct Payment) (the "Series 2009B Bonds"), dated November 24, 2009, the proceeds of which financed a public works facility in the City (the "Public Works Project"). The PIR Projects and the Public Works Project are herein referred to collectively as the "Projects." The portion of the Bonds ($1,280,000) that is being issued to refmance the PIR Projects is herein referred to as the PIR Bonds. The portion of the Bonds ($2,515,000) that is being issued to refinance the Public Works Project is herein referred to as the Public Works Bonds. Maturity schedules for each portion of the Bonds are attached hereto as Exhibit A. 1.02. Sale of Bonds. The City has retained Ehlers & Associates, Inc. ("Ehlers"), as independent municipal advisors in connection with the sale of the Bonds. Pursuant to Minnesota Statutes, Section 475.60, subdivision 2, paragraph (9), the requirements as to public sale do not -1- 4880-7262-1312\4 apply to the issuance of the Bonds. Pursuant to the Terms of Proposal and the Preliminary Official Statement prepared on behalf of the City by Ehlers, sealed or electronic proposals for the purchase of the Bonds were received at or before the time specified for receipt of proposals. The proposals have been opened and publicly read and considered and the purchase price, interest rates and net interest cost under the terms of each proposal have been determined. The most favorable proposal received is that of Baird, in Red Bank, New Jersey, and associates (the "Purchaser"), to purchase the Bonds in the principal amount of $3,795,000 at a purchase price of $4,576,654.04, on the further terms and conditions hereinafter set forth. 1.03. Award. The proposal is hereby accepted, and the Mayor and the City Manager are hereby authorized and directed to execute a contract on the part of the City for the sale of the Bonds with the Purchaser in accordance with the Terms of Proposal. The good faith deposit of the Purchaser shall be retained and deposited by the City until the Bonds have been delivered and shall be deducted from the purchase price paid at settlement. 1.04. Performance of Requirements. All acts, conditions and things which are required by the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapters 429 and 475, to exist, to happen and to be performed precedent to and in the valid issuance of the Bonds having been done, now existing, having happened and having been performed, it is now necessary for the Council to establish the faun and terms of the Bonds, to provide security therefor and to issue the Bonds forthwith. Section 2. Bond Terms; Registration; Execution and Delivery. 2.01. Maturities; Interest Rates; Denominations; Payment. The Bonds shall be designated General Obligation Refunding Bonds, Series 2021B, shall be originally dated as of December 16, 2021, shall be in the denomination of $5,000 each, or any integral multiple thereof, shall mature on February 1 in the respective years and amounts stated below, and shall bear interest, computed on the basis of a 360-day year consisting of twelve 30-day months, from December 16, 2021, until paid or duly called for redemption at the respective annual rates set forth opposite such years and amounts, as follows: Date Amount Rate Date Amount Rate 2023 $210,000 5.00% 2027 $540,000 5.00% 2024 255,000 5.00 2028 565,000 5.00 2025 490,000 5.00 2029 595,000 5.00 2026 515,000 5.00 2030 625,000 5.00 The Bonds shall be issuable only in fully registered foi n. The interest thereon and, upon surrender of each Bond, the principal amount thereof, shall be payable by check or draft issued by the Registrar for the Bonds appointed herein. 2.02. Interest Payment Dates. Each Bond shall be dated by the Registrar as of the date of its authentication. The interest on the Bonds shall be payable on February 1 and August 1 in each year, commencing August 1, 2022, to the owner of record thereof as of the close of business -2- 4880-7262-1312\4 on the fifteenth day of the immediately preceding month, whether or not such day is a business day. 2.03. Registration. The City shall appoint, and shall maintain, a bond registrar, transfer agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of the City and the Registrar with respect thereto shall be as follows: (a) Register. The Registrar shall keep at its principal corporate trust office a bond register in which the Registrar shall provide for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until such interest payment date. (c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered owner for exchange the Registrar shall authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity, as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be promptly canceled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When any Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer 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 Registrar shall incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name any Bond is at any time registered in the bond register as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. For every transfer or exchange of Bonds (except for an exchange upon a partial redemption of a Bond), the Registrar may impose -3- 4880-7262-1312\4 a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that such Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it, in which both the City and the Registrar shall be named as obligees. All Bonds so surrendered to the Registrar shall be canceled by it and evidence of such cancellation shall be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Bond prior to payment. (i) Authenticating Agent. The Registrar is hereby designated authenticating agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55, Subdivision 1, as amended. (j) Valid Obligations. All Bonds issued upon any transfer or exchange of Bonds shall be the valid obligations of the City, evidencing the same debt, and entitled to the same benefits under this Resolution as the Bonds surrendered upon such transfer or exchange. 2.04. Appointment of Registrar and Paying Agent. The City hereby appoints U.S. Bank National Association in St. Paul, Minnesota, as the initial Registrar. The Mayor and City Manager are authorized to execute and deliver, on behalf of the City, a contract with U.S. Bank National Association, as Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, such corporation shall be authorized to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove any Registrar upon thirty (30) days' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor Registrar. 2.05. Redemption. The Bonds are not subject to optional redemption prior to maturity. 2.06. Execution, Authentication and Delivery. The Bonds shall be prepared under the direction of the City Finance Director and shall be executed on behalf of the City by the signatures of the Mayor and the City Manager, provided that all signatures may be printed, engraved or lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of any Bond, 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. Notwithstanding such -4- 4880-7262-1312\4 execution, no Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of authentication on such Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Resolution. When the Bonds have been so prepared, executed and authenticated, the City Finance Director shall deliver them to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser shall not be obligated to see to the application of the purchase price. 2.07. Form of Bonds. The Bonds shall be typed or printed in substantially the form attached hereto as Exhibit B. 2.08. Use of Securities Depository; Book-Entry Only System. The provisions of this Section shall take precedence over the provisions of Sections 2.01 through 2.07 to the extent they are inconsistent therewith. (a) The Depository Trust Company ("DTC") has agreed to act as securities depository for the Bonds, and to provide a Book-Entry Only System for registering the ownership interest of the financial institutions for which it holds the Bonds (the "DTC Participants"), and for distributing to such DTC Participants such amount of the principal and interest payments on the Bonds as they are entitled to receive, for redistribution to the beneficial owners of the Bonds as reflected in their records (the "Beneficial Owners"). (b) Initially, and so long as DTC or another qualified entity continues to act as securities depository, the Bonds shall be issued in typewritten form, one for each maturity in a principal amount equal to the aggregate principal amount of each maturity, shall be registered in the name of the securities depository or its nominee, shall be subject to the provisions of this Section 2.08, and no Beneficial Owner shall have the right to receive a certificate of ownership or printed Bond. While DTC is acting as the securities depository, the Bonds shall be registered in the name of the DTC's nominee, CEDE & CO; provided that upon delivery by DTC to the City and the Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of CEDE & CO., the words "CEDE & CO." in this Resolution shall refer to such new nominee of DTC. With respect to Bonds registered in the name of a securities depository or its nominee, the City and the Registrar shall have no responsibility or obligation to any DTC Participant or Beneficial Owner with respect to the following: (i) the accuracy of the records of any securities depository or its nominee with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or other person or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than DTC, of any amount with respect to the principal of or premium, if any, or interest on the Bonds. The Registrar shall pay all principal of and premium, if any, and interest on the Bonds only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to the principal and interest on the Bonds to the extent of the sum or sums so paid. So long as the -5- 4880-7262-1312\4 Book-Entry Only System is in effect, no person other than DTC shall receive an authenticated Bond. (c) Upon receipt by the City and the Registrar of written notice from the securities depository to the effect that it is unable or unwilling to discharge its responsibilities under the Book-Entry Only System, the Registrar shall issue, transfer and exchange Bonds of the initial series as requested by the securities depository in appropriate amounts, and whenever the securities depository requests the City and the Registrar to do so, the City and the Registrar shall cooperate with the securities depository in taking appropriate action after reasonable notice (i) to arrange for a substitute depository willing and able, upon reasonable and customary -Willis, to maintain custody of the Bonds, or (ii) to make available Bonds registered in whatever name or names the Beneficial Owner registering ownership transferring or exchanging such Bonds shall designate, in accordance with clause (f) or clause (g) below, whichever is applicable. (d) In the event the City determines that it is in the best interests of the Beneficial Owner that they be able to obtain printed Bonds, the City may so notify the securities depository and the Registrar, whereupon the securities depository shall notify the Beneficial Owners of the availability through the securities depository of such printed Bonds. In such event, the City shall cause to be prepared and the Registrar shall issue, transfer and exchange the printed Bonds fully executed and authenticated, as requested by the securities depository in appropriate amounts and, whenever the securities depository requests, the City and the Registrar shall cooperate with the securities depository in taking appropriate action after reasonable notice to make available printed Bonds registered on the Bond Register in whatever name or names the Beneficial Owners entitled to receive Bonds shall designate, in accordance with clause (0 or clause (g) below, whichever is applicable. (e) Notwithstanding any other provisions of this Resolution to the contrary, so long as any Bond is registered in the name of a securities depository or its nominee, all payments of principal and interest on the Bond and all notices with respect to the Bond shall be made and given, respectively, to the securities depository. (f) In the event that the Book-Entry Only System established pursuant to this Section is discontinued, except as provided in clause (g), the Bonds shall be issued through the securities depository to the Beneficial Owners. (g) In the event of termination of the Book-Entry Only System, the City shall have the right to terminate, and shall take all steps necessary to terminate, all arrangements with the securities depository described herein, and thereafter shall issue, register ownership of, transfer and exchange all Bonds as provided in Section 2.03. Upon receipt by the securities depository of notice from the City, the securities depository shall take all actions necessary to assist the City and the Registrar in terminating all arrangements for the issuance of documents evidencing ownership interests in the Bonds through the securities depository. Nothing herein shall affect the securities depository's rights under clause (e) above. Section 3. Use of Proceeds; Refunding. Proceeds of the Bonds in the amount of $4,500,000 shall be deposited in the sinking fund established for the Series 2013A Bonds to be applied to their payment on the Redemption Date, proceeds of the Bonds in the amount of -6- 4880-7262-1312\4 $72,725.000 shall be used to pay costs of issuance of the Bonds, proceeds of the Bonds in the amount of $1,619.20 shall be deposited in the PIR Projects Subaccount in the Bond Fund (described in Section 4), and proceeds of the Bonds in the amount of $2,309.84 shall be deposited in the Public Works Project Subaccount in the Bond Fund. Section 4. General Obligation Refunding Bonds, Series 2021B Bond Fund. The Bonds shall be payable from a separate General Obligation Refunding Bonds, Series 2021B Bond Fund (the "Bond Fund") of the City, which shall be created and maintained on the books of the City as a separate debt redemption fund until the Bonds, and all interest thereon, are fully paid. The Debt Service Account (as described below) of the Bond Fund shall be separated into two separate subaccounts as follows: (a) PIR Projects Subaccount. Into the PIR Projects Subaccount shall be paid: i. proceeds of the Bonds in the amount of $1,619.20 (as described in Section 3) and funds in excess of the amounts necessary to accomplish the refunding of the portion of Refunded Bonds that refinance the PIR Projects (the "PIR Portion"); ii. special assessments pledged to the PIR Projects pursuant to the resolution authorizing issuance of the Refunded Bonds, as further described in Section 5 hereof, and all moneys transferred with respect to the PIR Bonds from other accounts within the Permanent Improvement Revolving Fund; iii. any taxes collected pursuant to Section 5 hereof with respect to the PIR Bonds; iv. all excess amounts on deposit in the debt service funds maintained for the payment of the PIR Portion of the Refunded Bonds upon the retirement of the Refunded Bonds on the Redemption Date; and v. any other funds appropriated by the Council for the payment of the PIR Bonds. If the aggregate balance in the PIR Projects Subaccount is at any time insufficient to pay all interest and principal then due on all PIR Bonds, the payment shall be made from any fund of the City which is available for that purpose, subject to reimbursement from the Permanent Improvement Revolving Fund when the balance therein is sufficient, and the Council covenants and agrees that it will each year levy a sufficient amount of ad valorem taxes to take care of any accumulated or anticipated deficiency, which levy is not subject to any constitutional or statutory limitation. (b) Public Works Project Subaccount. Into the Public Works Project Subaccount shall be paid: i. proceeds of the Bonds in the amount of $2,309.84 (as described in Section 3) and funds in excess of the amounts necessary to accomplish the -7- 4880-7262-1312\4 refunding of the portion of Refunded Bonds that financed the acquisition of the Public Works Project (the "Public Works Portion"); ii. any taxes collected pursuant to Section 5 hereof with respect to the Public Works Bonds; iii. all excess amounts on deposit in the debt service funds maintained for the payment of the Public Works Portion of the Refunded Bonds upon the retirement of the Refunded Bonds on the Redemption Date; and iv. any other funds appropriated by the Council for the payment of the Public Works Bonds. The principal of and interest on the Bonds shall be payable from the Bond Fund, and the money on hand in the Bond Fund from time to time shall be used only to pay the principal of and interest on the Bonds. On or before each principal and interest payment date for the Bonds, the City Manager is directed to remit to the Registrar from funds on deposit in the Bond Fund the amount needed to pay principal and interest on the Bonds on the next succeeding principal and interest payment date. There are hereby established two accounts in the Bond Fund, designated as the "Debt Service Account" and the "Surplus Account." There shall initially be deposited into the Debt Service Account upon the issuance of the Bonds the amount set forth in clause (a) above. Thereafter, during each bond year (each twelve month period commencing on February 2 and ending on the following February 1, a "Bond Year"), as monies are received into the Bond Fund, the City Manager shall first deposit such monies into the Debt Service Account until an amount has been appropriated thereto sufficient to pay all principal and interest due on the Bonds through the end of the Bond Year. All subsequent monies received in the Bond Fund during the Bond Year shall be appropriated to the Surplus Account. If at any time the amount on hand in the Debt Service Account is insufficient for the payment of principal and interest then due, the City Manager shall transfer to the Debt Service Account amounts on hand in the Surplus Account to the extent necessary to cure such deficiency. Investment earnings (and losses) on amounts from time to time held in the Debt Service Account and Surplus Account shall be credited or charged to said accounts. If the balance in the Bond Fund is at any time insufficient to pay all interest and principal then due on all Bonds payable therefrom, the payment shall be made from any fund of the City which is available for that purpose, subject to reimbursement from the Surplus Account when the balance therein is sufficient, and the City covenants and agrees that it will each year levy a sufficient amount of ad valorem taxes to take care of any accumulated or anticipated deficiency, which levy is not subject to any constitutional or statutory limitation. Section 5. Levy of Special Assessments; Full Faith and Credit Pledged. 5.01. Levy of Special Assessments. The City hereby covenants and agrees that for payment of the cost of each of the PIR Projects has done or will do and perform all acts and things necessary for the full and valid levy of special assessments against all assessable lots, tracts and parcels of land benefited thereby and located within the area assessed therefor, based -8- 4880-7262-1312\4 upon the benefits received by each such lot, tract or parcel, in an aggregate principal amount not less than twenty percent (20%) of the cost of the PIR Proejcts. In the event that any such assessment shall be at any time held invalid with respect to any lot, piece or parcel of land, due to any error, defect or irregularity in any action or proceeding taken or to be taken by the City or this Council or any of the City's officers or employees, either in the making of such assessment or in the performance of any condition precedent thereto, the City and this Council hereby covenant and agree that they will forthwith do all such further acts and take all such further proceedings as may be required by law to make such assessments a valid and binding lien upon such property. 5.02. Full Faith and Credit Pledged. The full faith and credit and taxing powers of the City are irrevocably pledged for the prompt and full payment of the principal of and interest in the Bonds as the same become respectively due. In order to produce aggregate amounts not less than five percent (5%) in excess of the amounts needed to meet when due the principal and interest payments on the Bonds, ad valorem taxes are hereby levied on all taxable property in the City, the taxes to be levied and collected in the following years and amounts: Levy Years Collection Years Amount SEE ATTACHED SCHEDULE This tax shall be irrevocably appropriated to the Bond Fund as long as any of the Bonds are outstanding and unpaid, provided that the City reserves the right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61. Section 6. Reserved. Section 7. Defeasance. When all of the Bonds have been discharged as provided in this section, all pledges, covenants and other rights granted by this Resolution to the holders of the Bonds shall cease. The City may discharge its obligations with respect to any Bonds which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full; or, if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued from the due date to the date of such deposit. The City may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a bank or trust company qualified by law as an escrow agent for this purpose, cash or securities which are authorized by law to be so deposited, bearing interest payable at such time and at such rates and maturing or callable at the holder's option on such dates as shall be required to pay all principal, interest and redemption premiums to become due thereon to maturity. Section 8. County Auditor Registration, Certification of Proceedings, Investment of Money, Arbitrage and Official Statement. 8.01. County Auditor Registration. The City Clerk is hereby authorized and directed to file a certified copy of this Resolution with the County Auditor of Hennepin County, together -9- 4880-7262-1312\4 with such other information as the County Auditor shall require, and to obtain from said County Auditor a certificate that the Bonds have been entered on his bond register as required by law and the tax required by law has been levied. 8.02. Certification of Proceedings. The officers of the City and the County Auditor of Hennepin County are hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey & Whitney LLP, Bond Counsel to the City, certified copies of all proceedings and records of the City, and such other affidavits, certificates and information as may be required to show the facts relating to the legality and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 8.03. Covenant. The City covenants and agrees with the registered owners of the Bonds, that it will not take, or permit to be taken by any of its officers, employees or agents, any action which would cause the interest payable on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the "Code") and Regulations promulgated thereunder (the "Regulations") as are enacted or promulgated and in effect on the date of issuance of the Bonds, and covenants to take any and all actions within its powers to ensure that the interest on the Bonds will not become includable in gross income of the recipient under the Code and the Regulations. The facilities financed by the Bonds shall at all times during the term of the Bonds be owned and maintained by the City and the City shall not enter into any lease, use agreement, management agreement, capacity agreement or other agreement or contract with any nongovernmental person relating to the use of the facilities financed by the Bonds, or security for the payment of the Bonds which might cause the Bonds to be considered "private activity bonds" or "private loan bonds" pursuant to Section 141 of the Code. 8.04. Arbitrage Certification. The Mayor and the City Manager, being the officers of the City charged with the responsibility for issuing the Bonds pursuant to this Resolution, are authorized and directed to execute and deliver to the Purchaser a certification in accordance with the provisions of Section 148 of the Code, and the Regulations, stating the facts, estimates and circumstances in existence on the date of issue and delivery of the Bonds which make it reasonable to expect that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be arbitrage bonds within the meaning of the Code and Regulations. 8.05. Arbitrage Rebate. The City shall take such actions as are required to comply with the arbitrage rebate requirements of paragraphs (2) and (3) of Section 148(f) of the Code. 8.06. Official Statement. The Preliminary Official Statement relating to the Bonds, prepared and distributed on behalf of the City by Ehlers and Associates, Inc., is hereby approved. Ehlers is hereby authorized on behalf of the City to prepare and distribute to the Purchaser a Final Official Statement listing the offering price, the interest rates, other information relating to the Bonds required to be included in the Official Statement by Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934. Within seven business days from the date hereof, the City shall deliver to the Purchaser a reasonable number of copies of the Final Official Statement. The officers of the City are hereby authorized and -10- 4880-7262-1312\4 directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency of the Final Official Statement. 8.07. Not Qualified Tax-Exempt Obligations. The Bonds are not "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code. Section 9. Continuing Disclosure. (a) Purpose and Beneficiaries. To provide for the public availability of certain information relating to the Bonds and the security therefor and to permit the Purchaser and other participating underwriters in the primary offering of the Bonds to comply with amendments to Rule 15c2-12 promulgated by the SEC under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12), relating to continuing disclosure (as in effect and interpreted from time to time, the Rule), which will enhance the marketability of the Bonds, the City hereby makes the following covenants and agreements for the benefit of the Owners (as hereinafter defined) from time to time of the Outstanding Bonds. The City is the only obligated person in respect of the Bonds within the meaning of the Rule for purposes of identifying the entities in respect of which continuing disclosure must be made. If the City fails to comply with any provisions of this section, any person aggrieved thereby, including the Owners of any Outstanding Bonds, may take whatever action at law or in equity may appear necessary or appropriate to enforce performance and observance of any agreement or covenant contained in this section, including an action for a writ of mandamus or specific performance. Direct, indirect, consequential and punitive damages shall not be recoverable for any default hereunder to the extent permitted by law. Notwithstanding anything to the contrary contained herein, in no event shall a default under this section constitute a default under the Bonds or under any other provision of this resolution. As used in this section, Owner or Bondowner means, in respect of a Bond, the registered owner or owners thereof appearing in the bond register maintained by the Registrar or any Beneficial Owner (as hereinafter defined) thereof, if such Beneficial Owner provides to the Registrar evidence of such beneficial ownership in form and substance reasonably satisfactory to the Registrar. As used herein, Beneficial Owner means, in respect of a Bond, any person or entity which (i) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, such Bond (including persons or entities holding Bonds through nominees, depositories or other intermediaries), or (ii) is treated as the owner of the Bond for federal income tax purposes. (b) Information To Be Disclosed. The City will provide, in the manner set forth in subsection (c) hereof, either directly or indirectly through an agent designated by the City, the following information at the following times: (1) on or before twelve months after the end of each fiscal year of the City, commencing with the fiscal year ending December 31, 2021, the following financial information and operating data in respect of the City (the Disclosure Information): (A) the audited financial statements of the City for such fiscal year, prepared in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under Minnesota law, as in effect from time to time, or, if and to the extent such financial statements have not been prepared in accordance with such -11- 4880-7262-1312\4 generally accepted accounting principles for reasons beyond the reasonable control of the City, noting the discrepancies therefrom and the effect thereof, and certified as to accuracy and completeness in all material respects by the fiscal officer of the City; and (B) to the extent not included in the financial statements referred to in paragraph (A) hereof, the information for such fiscal year or for the period most recently available of the type contained in the Official Statement under headings: "VALUATIONS—Current Property Valuations," "DEBT—Direct Debt," and "TAX RATES, LEVIES AND COLLECTIONS Tax Levies and Collections" and "GENERAL INFORMATION—US Census Data-Population Trend" and " - Employment / Unemployment Data," which information may be unaudited. Notwithstanding the foregoing paragraph, if the audited financial statements are not available by the date specified, the City shall provide on or before such date unaudited financial statements in the format required for the audited financial statements as part of the Disclosure Information and, within 10 days after the receipt thereof, the City shall provide the audited financial statements. Any or all of the Disclosure Information may be incorporated by reference, if it is updated as required hereby, from other documents, including official statements, which have been filed with the SEC or have been made available to the public on the Internet Web site of the Municipal Securities Rulemaking Board (MSRB). If the document incorporated by reference is a final official statement, it must be available from the MSRB. The City shall clearly identify in the Disclosure Information each document so incorporated by reference. If any part of the Disclosure Information can no longer be generated because the operations of the City have materially changed or been discontinued, such Disclosure Information need no longer be provided if the City includes in the Disclosure Information a statement to such effect; provided, however, if such operations have been replaced by other City operations in respect of which data is not included in the Disclosure Information and the City determines that certain specified data regarding such replacement operations would be a Material Fact (as defined in paragraph (2) hereof), then, from and after such determination, the Disclosure Information shall include such additional specified data regarding the replacement operations. If the Disclosure Information is changed or this section is amended as permitted by this paragraph (b)(1) or subsection (d), then the City shall include in the next Disclosure Information to be delivered hereunder, to the extent necessary, an explanation of the reasons for the amendment and the effect of any change in the type of financial information or operating data provided. (2) In a timely manner not in excess of ten business days after the occurrence of the event, notice of the occurrence of any of the following events (each a Material Fact): (A) Principal and interest payment delinquencies; (B) Non-payment related defaults, if material; (C) Unscheduled draws on debt service reserves reflecting financial difficulties; -12- 4880-7262-1312\4 (D) Unscheduled draws on credit enhancements reflecting financial difficulties; (E) Substitution of credit or liquidity providers, or their failure to perform; (F) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security; (G) Modifications to rights of security holders, if material; (H) Bond calls, if material, and tender offers; (I) Defeasances; (J) Release, substitution, or sale of property securing repayment of the securities, if material; (K) Rating changes; (L) Bankruptcy, insolvency, receivership or similar event of the obligated person; (M) The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (N) Appointment of a successor or additional trustee or the change of name of a trustee, if material; (0) Incurrence of a financial obligation of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a fmancial obligation of the obligated person, any of which affect security holders, if material; and (P) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the obligated person, any of which reflect financial difficulties. For purposes of the events identified in paragraphs (0) and (P) above, the term "financial obligation" means (i) a debt obligation; (ii) a derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) a guarantee of (i) or (ii). The term "fmancial obligation" shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. As used herein, for those events that must be reported if material, an event is "material" if it is an event as to which a substantial likelihood exists that a reasonably prudent investor would attach importance thereto in deciding to buy, hold or sell a Bond or, if not disclosed, would significantly alter the total information otherwise available to an investor from the Official Statement, information disclosed hereunder or information generally available to the public. Notwithstanding the foregoing sentence, an event is also "material" if it is an event that would be deemed material for purposes of the purchase, holding or sale of a Bond within the meaning of -13- 4880-7262-1312\4 applicable federal securities laws, as interpreted at the time of discovery of the occurrence of the event. For the purposes of the event identified in (L) hereinabove, the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. (3) In a timely manner, notice of the occurrence of any of the following events or conditions: (A) the failure of the City to provide the Disclosure Information required under paragraph (b)(1) at the time specified thereunder; (B) the amendment or supplementing of this section pursuant to subsection (d), together with a copy of such amendment or supplement and any explanation provided by the City under subsection (d)(2); (C) the termination of the obligations of the City under this section pursuant to subsection (d); (D) any change in the accounting principles pursuant to which the financial statements constituting a portion of the Disclosure Information are prepared; and (E) any change in the fiscal year of the City. (c) Manner of Disclosure. (1) The City agrees to make available to the MSRB, in an electronic format as prescribed by the MSRB from time to time, the information described in subsection (b). (2) All documents provided to the MSRB pursuant to this subsection (c) shall be accompanied by identifying information as prescribed by the MSRB from time to time. (d) Tenn; Amendments; Interpretation. (1) The covenants of the City in this section shall remain in effect so long as any Bonds are Outstanding. Notwithstanding the preceding sentence, however, the obligations of the City under this section shall terminate and be without further effect as of any date on which the City delivers to the Registrar an opinion of Bond Counsel to the effect that, because of legislative action or final judicial or -14- 4880-7262-1312\4 administrative actions or proceedings, the failure of the City to comply with the requirements of this section will not cause participating underwriters in the primary offering of the Bonds to be in violation of the Rule or other applicable requirements of the Securities Exchange Act of 1934, as amended, or any statutes or laws successory thereto or amendatory thereof. (2) This section (and the form and requirements of the Disclosure Information) may be amended or supplemented by the City from time to time, without notice to (except as provided in paragraph (c)(3) hereof) or the consent of the Owners of any Bonds, by a resolution of this Council filed in the office of the recording officer of the City accompanied by an opinion of Bond Counsel, who may rely on certificates of the City and others and the opinion may be subject to customary qualifications, to the effect that: (i) such amendment or supplement (a) is made in connection with a change in circumstances that arises from a change in law or regulation or a change in the identity, nature or status of the City or the type of operations conducted by the City, or (b) is required by, or better complies with, the provisions of paragraph (b)(5) of the Rule; (ii) this section as so amended or supplemented would have complied with the requirements of paragraph (b)(5) of the Rule at the time of the primary offering of the Bonds, giving effect to any change in circumstances applicable under clause (i)(a) and assuming that the Rule as in effect and interpreted at the time of the amendment or supplement was in effect at the time of the primary offering; and (iii) such amendment or supplement does not materially impair the interests of the Bondowners under the Rule. If the Disclosure Information is so amended, the City agrees to provide, contemporaneously with the effectiveness of such amendment, an explanation of the reasons for the amendment and the effect, if any, of the change in the type of financial information or operating data being provided hereunder. (3) This section is entered into to comply with the continuing disclosure provisions of the Rule and should be construed so as to satisfy the requirements of paragraph (b)(5) of the Rule. Section 10. Authorization of Payment of Certain Costs of Issuance of the Bonds. The City authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment of issuance expenses to Wells Fargo Bank, National Association, on the closing date for further distribution as directed by the City's municipal advisor, Ehlers & Associates, Inc. Section 11. Notice of Redemption. The City Finance Director is hereby directed to advise U.S. Bank National Association, St. Paul, Minnesota, as paying agent for the Series 2013A Bonds, to call the Refunded Bonds for redemption and prepayment on the Redemption Date, substantially in the foints attached hereto as Exhibit C, all in accordance with the provisions of the resolution authorizing the issuance of the Series 2013A Bonds. -15- 4880-7262-1312\4 Adopted this 16 day of November, 2021. Mayor Attest: City Clerk The motion for the adoption of the foregoing resolution was duly seconded by Councilmember 0. CA 4 and upon vote being taken thereon, the following voted in favor thereof: , and the following voted against the same: whereupon said resolution was declared duly passed and adopted. -16- 4880-7262-1312\4 PROJECTED LEVIES TAX LEVY CALCULATION Issue IDU 340260 Dated Date: 12/16/2021 Call Date: Non-Callable City of Edina, MN $3,795,000 General Obligation Refunding Bonds, Series 2021B Tax Levy Year Tax Collect Year Bond Pay Year Total P & I Funds Available (1) P & I @ 105% Less: Special Assessments Net Levy 2021 / 2022 / 2023 423,468.75 (3,929.04) 440,516.70 (205,149.84) 235,366.86 2022 2023 / 2024 434,250.00 455,962.50 (212,887.50) 243,075.00 2023 / 2024 / 2025 656,500.00 689,325.00 (210,525.00) 478,800.00 2024 / 2025 / 2026 657,000.00 689,850.00 (207,900.00) 481,950.00 2025 / 2026 / 2027 656,250.00 689,062.50 (210,262.50) 478,800.00 2026 / 2027 / 2028 654,250.00 686,962.50 (206,850.00) 480,112.50 2027 2028 2029 656,000.00 688,800.00 (208,425.00) 480,375.00 2028 2029 2030 656,250.00 689,062.50 (209,475.00) 479,587.50 Totals 4,793,968.75 (3,929.04) 5,029,541.70 (1,671,474.84) 3.358,066.86 (1) The following funds are available to pay a portion of the interest payment due 08/01/2022 Deposit to Debt Service Account 3,929.04 Cashflow and levy needs should be reviewed annually to account for prepaid and/or delinquent assessments, Notes: Original tax levies for collection years 2022 through 2029 on the Series 2013A Bonds will be cancelled. -1- 4880-7262-1312\4 EXHIBIT A Maturity Schedule Year PIR Bonds Public Works Total Bonds 2023 $125,000 $ 85,000 $ 210,000 2024 145,000 110,000 255,000 2025 150,000 340,000 490,000 2026 155,000 360,000 515,000 2027 165,000 375,000 540,000 2028 170,000 395,000 565,000 2029 180,000 415,000 595,000 2030 190,000 435,000 625,000 $1,280,000 $2,515,000 $3,795,000 A-1 4880-72624312\4 EXHIBIT B BOND FORM UNTIED STATES OF AMERICA STA IE OF MINNESOTA COUNTY OF HENNEPIN CITY OF EDINA GENERAL OBLIGATION REFUNDING BOND, SERIES 2021B R- Date of Original Interest Rate Maturity Date Issue CUSIP February 1, 20_ December 16, 2021 REGIS 1ERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: THOUSAND DOLLARS THE CITY OF EDINA, Hennepin County, Minnesota (the "City"), acknowledges itself to be indebted and for value received hereby promises to pay to the registered owner named above, or registered assigns, the principal sum specified above on the maturity date specified above, and to pay interest thereon from the date of original issue specified above, or the most recent interest payment date to which interest has been paid or provided for, at the annual rate specified above, payable on February 1 and August 1 in each year, commencing August 1, 2022 (each such date, an "Interest Payment Date"), to the person in whose name this Bond is registered at the close of business on the 15th day (whether or not a business day) of the month immediately preceding the payment date, all subject to the provisions referred to herein with respect to redemption of the principal of this Bond before maturity. The interest so payable on any Interest Payment Date shall be paid to the person in whose name this Bond is registered at the close of business on the fifteenth day (whether or not a business day) of the calendar month next preceding such Interest Payment Date. Interest hereon shall be computed on the basis of a 360-day year composed of twelve 30-day months. The interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of the United States of America by check or draft by U.S. Bank National Association in St. Paul, Minnesota, as Bond Registrar, Transfer Agent and Paying Agent (the "Registrar"), or its designated successor under the resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged. This Bond is one of an issue in the aggregate principal amount of $3,795,000, all of like date and tenor, except as to serial number, maturity date, interest rate, redemption privilege and denomination issued pursuant to a resolution adopted by the City Council on November 16, 2021 (the "Resolution"), to refinance certain outstanding general obligations of the City, and is issued pursuant to and in full conformity with the provisions of the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Chapters 429 and 475. The Bonds are issuable only as fully registered bonds in denominations of $5,000 or any multiple thereof, of single maturities. The Bonds of this series B-1 4880-7262-1312\4 are issuable only as fully registered Bonds, in denominations of $5,000 or any multiple thereof, of single maturities. The Bonds are not subject to optional redemption prior to maturity. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the principal office of the Registrar, by the registered owner hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or the owner's attorney; and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The City and the Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Registrar shall be affected by any notice to the contrary. Notwithstanding any other provisions of this Bond, so long as this Bond is registered in the name of Cede & Co., as nominee of The Depository Trust Company, or in the name of any other nominee of The Depository Trust Company or other securities depository, the Registrar shall pay all principal of and interest on this Bond, and shall give all notices with respect to this Bond, only to Cede & Co. or other nominee in accordance with the operational arrangements of The Depository Trust Company or other securities depository as agreed to by the City. 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 exist, to happen and to be performed preliminary to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City in accordance with its terms, have been done, do exist, have happened and have been performed as so required; that, prior to the issuance hereof, the City Council has by the Resolution covenanted and agreed to collect and apply to payment of the bonds special assessments on property specially benefited by the portion of the Bonds issued to refinance improvement projects in the City, and ad valorem taxes levied upon all taxable property in the City, which taxes and assessments are estimated to be collectible in years and amounts sufficient to produce sums not less than 5% in excess of the principal of and interest on the Bonds when due, and has appropriated such assessments and taxes to its General Obligation Refunding Bonds, Series 2021B Bond Fund for the payment of such principal and interest; that if necessary for the payment of such principal and interest, additional ad valorem taxes are required to be levied upon all taxable property in the City, without limitation as to rate or amount; that all proceedings relative to the projects financed by this Bond have been or will be taken according to law and that the issuance of this Bond, together with all other indebtedness of the City outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the City to exceed any constitutional or statutory limitation of indebtedness. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution described herein until the Certificate of Authentication hereon shall have been executed by the Registrar by manual signature of one of its authorized representatives. B-2 4880-7262-1312\4 Mayor IN WITNESS WHEREOF, the City of Edina, Hennepin County, Minnesota, by its City Council, has caused this Bond to be executed on its behalf by the manual or facSimile signatures of the Mayor and City Manager, and has caused this Bond to be dated as of the Date of Oiiginal Issue set forth above. CITY OF EDINA CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. Date of Authentication: U.S. BANK NATIONAL ASSOCIATION, as Registrar By Authorized Representative B-3 4880-7262-1312\4 The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM --as tenants in common UTMA as Custodian for (Cust) (Minor) TEN ENT --as tenants by the entireties under Uniform Transfers to Minors Act (State) JT TEN --as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: NOTICE: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. Signature Guaranteed: Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in STAMP or such other "signature guaranty program" as may be determined by the Registrar in addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please insert social security or other identifying number of assignee: B-4 4880-7262-1312\4 EXHIBIT C NOTICE OF REDEMPTION $8,265,000 General Obligation Bonds, Series 2013A Dated October 10, 2013 Edina Minnesota NOTICE IS HEREBY GIVEN that the City of Edina, Minnesota (the "City") has called for redemption and prepayment on February 1, 2022 (the "Redemption Date"), the outstanding bonds of the above-referenced issue maturing on February 1 in the following years, in the principal amounts and having the interest rates and CUSIP numbers listed below (the "Bonds"): Year Amount Interest CUSIP Year Amount Interest CUSIP Rate Number* Rate Number* 2023 $510,000 2.25% 280605 4K9 2027 $570,000 3.00% 280605 4P8 2024 525,000 3.00 280605 4L7 2028 585,000 3.00 280605 4Q6 2025 540,000 2.50 280605 4M5 2029 600,000 3.25 280605 4R4 2026 550,000 3.00 280605 4N3 2030 620,000 3.50 280605 4S2 *Denotes full call. The Bonds will be redeemed at a price of 100% of their principal amount plus accrued interest to the date of redemption. On the Redemption Date, interest thereon shall cease to accrue. Such redemption price will be payable upon each such bond on the next succeeding business day following the Redemption Date. A Form W-9, Payer's Request for Taxpayer Identification Number, must be completed and returned with the called Bond or 31% of the redemption proceeds will be withheld. Payment of bonds to be redeemed will be made on and after February 1, 2022, by submitting said Bond along with the completed form W-9 to U.S. Bank National Association at the following address: By Overnight Delivery or Hand: U.S. Bank National Association Corporate Trust Services 111 Fillmore Avenue East St. Paul, MN 55107 By Mail, Registered or Certified Mail: U.S. Bank National Association Corporate Trust Services P.O. Box 64111 St. Paul, MN 55164-0111 Pursuant to U.S. federal tax laws, you have a duty to provide the applicable type of tax certification form issued by the U.S. Internal Revenue Service ("IRS") to U.S. Bank National Association Corporate Trust Services to ensure payments are reported accurately to you and to the IRS. In order to permit accurate withholding (or to prevent withholding), a complete and valid tax certification foal" must be received by U.S. Bank National Association Corporate Trust Services before payment of the redemption proceeds is made to you. Failure to timely provide a valid tax certification form as required will result in the maximum amount of U.S. withholding tax being deducted from any redemption payment that is made to you. The Registrar shall not be responsible for the selection of or use of the CUSIP numbers, nor is any representation made as to its correctness indicated in this Notice of Redemption. It is included solely for the convenience of the Holders. Additional information may be obtained from the undersigned or from Ehlers & Associates, Inc., 3060 Centre Point Drive, Roseville, Minnesota 55113-1105 (651-697-8500), municipal advisor to the City. Dated: 0 , 2021. BY ORDER OF THE CITY COUNCIL OF THE CITY OF EDINA, MINNESOTA By s/ 00, `1l‘0/ Ctt Finance Director 4880-7262-1312\4 COUNTY AUDITOR'S CERTIFICATE AS TO REGISTRATION AND TAX LEVY The undersigned, being the duly qualified and acting County Auditor of Hennepin County, Minnesota, hereby certifies that there has been filed in my office a certified copy of a resolution duly adopted on November 16, 2021, by the City Council of the City of Edina, Minnesota, setting forth the fon i and details of an issue of $3,795,000 General Obligation Refunding Bonds, Series 2021B, dated as of December 16, 2021. I further certify that said Bonds have been entered on my bond register and the tax required by law for payment of the Bonds has been levied and filed, as required by Minnesota Statutes, Sections 475.61 to 475.63. WITNESS my hand and official seal this day of , 2021. County Auditor (SEAL) 4880-7262-1312\4