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HomeMy WebLinkAboutResolution No. 2025-62 Awarding the Sale of $22,345,000 General Obligation Bonds, Series 2025A SIGNEDday of August, 2025. Allison, City Clerk CERTIFICATION OF MINUTES RELATING TO $22,345,000 GENERAL OBLIGATION BONDS, SERIES 2025A Issuer: City of Edina, Minnesota Governing Body: City Council Kind, date, time and place of meeting: A regular meeting held on August 6, 2025 at 7:00 o'clock P.M., at the City Hall, Edina, Minnesota. Members present: Pte rut. )-40 v (sky\ tTacACS e • k&c._(-. Members absent: Tk42.A.,-- Documents Attached: Minutes of said meeting (including): RESOLUTION NO. 2025-62 RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $22,345,000 GENERAL OBLIGATION BONDS, SERIES 2025A 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 rec 4920-4413-3194\4 4920-4413-3194\4 It was reported that seven (7) proposals had been received prior to 10:00 A.M., Central Time today for the purchase of the $22,345,000 General Obligation Bonds, Series 2025A 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] -2- 4920-4413-3194\4 -3- 4920-4413-3194\4 Councilmember then introduced the following resolution and moved its adoption: RESOLUTION NO. 2. ca 5 — RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $22,345,000 GENERAL OBLIGATION BONDS, SERIES 2025A 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. Pursuant to Resolution No. 2025-49, adopted on June 17, 2025, this Council determined it to be in the best interest of the City to issue and sell its General Obligation Bonds, Series 2025A (the "Bonds"), in an estimated principal amount of $25,800,000, pursuant to Minnesota Statutes, Chapters 429 and 475 and Sections 444.075 and 475.521, upon the terms and conditions hereinafter set forth. Pursuant to Resolution No. 2005-70, adopted on August 16, 2005, the City created a revolving fund as contemplated by Minnesota Statutes, Section 429.091, Subdivision 7a, designated as the Permanent Improvement Revolving Fund, and established certain accounts within such Permanent Improvement Revolving Fund. The portion of the Bonds ($2,235,000) that is being issued pursuant to Minnesota Statutes, Chapter 429 (the "Improvement Bonds") will be used to finance various street improvement projects (the "Improvements") within the City. The portion of the Bonds ($3,215,000) that is being issued pursuant to Minnesota Statutes, Section 444.075 to finance certain improvements (the "Water Improvements") to the City's municipal water utility system (the "Water Utility") is herein referred to as the "Water Bonds." The portion of the Bonds ($3,600,000) that is being issued pursuant to Minnesota Statutes, Section 444.075 to finance certain sanitary sewer improvements (the "Sewer Improvements") to the City's municipal sanitary sewer utility system (the "Sewer Utility") is herein referred to as the "Sewer Bonds." The portion of the Bonds ($2,955,000) that is being issued pursuant to Minnesota Statutes, Section 444.075 to finance certain storm sewer improvements (the "Storm Sewer Improvements") to the City's municipal storm sewer utility system (the "Storm Sewer Utility, and together with the Sewer Utility, the "Utilities") is herein referred to as the "Storm Sewer Bonds." On March 6, 2024, this Council held a public hearing on the adoption of an amended Capital Improvement Plan (the "Plan") and the question of issuing General Obligation Capital -4- 4920-4413-3194\4 -5- 4920-4413-3194\4 Improvement Plan Bonds pursuant to Minnesota Statutes, Section 475.521 in an amount not to exceed $8,300,000, in addition to $39,000,000 previously approved by resolution adopted June 21, 2022, of which $33,660,000 has been issued, for the purpose of financing construction of projects described in the Plan (the “Project”), after notice duly published in the official newspaper of the City as required by said section. No petition requesting a vote on the question of adopting the Plan or issuing the Bonds was filed within 30 days of March 6, 2024. The portion of the Bonds ($10,340,000) that is being issued pursuant to Minnesota Statutes, Section 475.521 to finance capital improvements as described in the Plan (the “Capital Improvements”) is herein referred to as the “CIP Bonds.” The maximum amount of principal and interest due on the CIP Bonds in any year, combined with the maximum debt service on all other obligations issued by the City under Minnesota Statutes, Section 475.521 (approximately $5,044,521), does not exceed 0.16% ($27,550,343) of the estimated market value of all taxable property in the City ($17,218,964,000). 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 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 Robert W. Baird & Co., Incorporated in Milwaukee, Wisconsin (the “Purchaser”), to purchase the Bonds in the principal amount of $22,345,000 at a purchase price of $23,578,601.11, 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 and Sections 444.075 and 475.521, as amended, 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 form and terms of the Bonds, to provide security therefor and to issue the Bonds forthwith. -6- 4920-4413-3194\4 Section 2. Bond Terms; Registration; Execution and Delivery. 2.01. Maturities; Interest Rates; Denominations; Payment. The Bonds shall be designated General Obligation Bonds, Series 2025A, shall be originally dated as of August 28, 2025, 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 their date of original issue until paid or duly called for redemption at the respective annual rates set forth opposite such years and amounts, as follows: Year Amount Rate Year Amount Rate 2027 $ 595,000 5.000% 2043 $ 395,000 4.250% 2028 1,135,000 5.000 2044 410,000 4.375 2029 1,195,000 5.000 2045 430,000 4.375 2030 1,255,000 5.000 2046 450,000 4.500 2031 1,310,000 5.000 2047 470,000 4.500 2032 1,380,000 5.000 2048 490,000 4.500 2033 1,450,000 5.000 2049 510,000 4.500 2034 1,520,000 5.000 2050 535,000 4.500 2035 1,595,000 5.000 2051 560,000 4.500 2036 1,680,000 5.000 2052 585,000 4.500 2037 475,000 5.000 2053 610,000 4.500 2038 495,000 4.000 2054 635,000 4.500 2039 510,000 4.000 2040 535,000 4.000 2041 555,000 4.125 2042 580,000 4.250 The Bonds shall be issuable only in fully registered form. 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, 2026, to the owner of record thereof as of the close of business 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 -7- 4920-4413-3194\4 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 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 -8- 4920-4413-3194\4 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 Trust Company, 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 Trust Company, 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. Bonds maturing in 2035 and later years are each subject to redemption and prepayment at the option of the City, in whole or in part, and if in part in such order of maturity dates as the City may select and by lot as selected by the Registrar (or, if applicable, by the bond depository in accordance with its customary procedures) in multiples of $5,000 as to Bonds maturing on the same date, on February 1, 2034, and on any date thereafter, at a price equal to the principal amount thereof plus accrued interest to the date of redemption. Prior to the date specified for the redemption of any Bond prior to its stated maturity date, the City will cause notice of the call for redemption to be published if and as required by law, and, at least thirty days prior to the designated redemption date, will cause notice of the call to be mailed by first class mail (or, if applicable, provided in accordance with the operational arrangements of the bond depository), to the registered owner of any Bond to be redeemed at the owner’s address as it appears on the Bond Register maintained by the Registrar, but no defect in or failure to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of -9- 4920-4413-3194\4 any Bond not affected by such defect or failure. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the City shall default in the payment of the redemption price) such Bonds or portions of such Bonds shall cease to bear interest. Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to the registered owner without charge, representing the remaining principal amount outstanding. 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 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 -10- 4920-4413-3194\4 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 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 terms, 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 (f) 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 -11- 4920-4413-3194\4 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. 3.01. General Obligation Bonds, Permanent Improvement Revolving Fund Series 2025A Improvement Construction Fund. The City hereby establishes within the Construction Fund of the Permanent Improvement Revolving Fund a special subaccount designated as the Permanent Improvement Revolving Fund Series 2025A Improvement Construction Fund (the “Series 2025A Improvement Construction Fund”) as a separate bookkeeping account on its books and records. There shall be deposited into the Series 2025A Improvement Construction Fund, when and as received, proceeds of the Improvement Bonds in the amount of $2,214,140.42, representing the estimated costs of the Improvements ($2,196,064.24) and costs of issuance of the Improvement Bonds ($18,076.18). There shall be established a separate account within the Series 2025A Improvement Construction Fund to record expenditures for each Improvement. The Series 2025A Improvement Construction Fund shall be used solely to defray expenses of the Improvements and costs of issuance of the Improvement Bonds, including but not limited to the transfer to the Improvement Bond Fund created in Section 4.01 hereof, of amounts sufficient for the payment of interest due upon the Improvement Bonds prior to the completion of the Improvements and the payment of the expenses incurred by the City in connection with the issuance of the Improvement Bonds. At such time as the Improvements are completed, the City shall transfer any remaining balance in the Series 2025A Improvement Construction Fund as provided in Resolution No. 2005-70. 3.02. General Obligation Bonds, Series 2025A Water Construction Fund. There is hereby established in the official books and records of the City, a separate General Obligation Bonds, Series 2025A Water Construction Fund (the “Series 2025A Water Construction Fund”). The City hereby appropriates to the Series 2025A Water Construction Fund proceeds of the Water Bonds in the amount of $3,538,484.98, representing the estimated costs of the Water Improvements ($3,513,188.18) and costs of issuance of the Water Bonds ($25,296.80). The Series 2025A Water Construction Fund shall be used solely to defray expenses of the Water Improvements and costs of issuance of the Water Bonds, including but not limited to the transfer -12- 4920-4413-3194\4 to the Water Bond Fund created in Section 4.02 hereof, of amounts sufficient for the payment of interest due upon the Water Bonds prior to the completion of the Water Improvements and the payment of the expenses incurred by the City in connection with the issuance of the Water Bonds. Upon completion and payment of all costs of the Water Improvements, any balance of the proceeds of Water Bonds remaining in the Series 2025A Water Construction Fund may be used to pay the cost, in whole or in part, of any other improvements to the Water Utility, as directed by the Council, but any balance of such proceeds not so used shall be credited and paid to the Water Bond Fund. 3.03. General Obligation Bonds, Series 2025A Sewer Construction Fund. There is hereby established in the official books and records of the City, a separate General Obligation Bonds, Series 2025A Sewer Construction Fund (the “Series 2025A Sewer Construction Fund”). The City hereby appropriates to the Series 2025A Sewer Construction Fund proceeds of the Sewer Bonds in the amount of $3,962,316.55, representing the estimated costs of the Sewer Improvements ($3,936,361.00) and costs of issuance of the Sewer Bonds ($25,955.55). The Series 2025A Sewer Construction Fund shall be used solely to defray expenses of the Sewer Improvements and costs of issuance of the Sewer Bonds, including but not limited to the transfer to the Sewer Bond Fund created in Section 4.02 hereof, of amounts sufficient for the payment of interest due upon the Sewer Bonds prior to the completion of the Sewer Improvements and the payment of the expenses incurred by the City in connection with the issuance of the Sewer Bonds. Upon completion and payment of all costs of the Sewer Improvements, any balance of the proceeds of Sewer Bonds remaining in the Series 2025A Sewer Construction Fund may be used to pay the cost, in whole or in part, of any other improvements to the Sewer Utility, as directed by the Council, but any balance of such proceeds not so used shall be credited and paid to the Sewer Bond Fund. 3.04. General Obligation Bonds, Series 2025A Storm Sewer Construction Fund. There is hereby established in the official books and records of the City, a separate General Obligation Bonds, Series 2025A Storm Sewer Construction Fund (the “Series 2025A Storm Sewer Construction Fund”). The City hereby appropriates to the Series 2025A Storm Sewer Construction Fund proceeds of the Storm Sewer Bonds in the amount of $3,252,468.51, representing the estimated costs of the Storm Sewer Improvements ($3,232,397.00) and costs of issuance of the Storm Sewer Bonds ($20,071.51) The Series 2025A Storm Sewer Construction Fund shall be used solely to defray expenses of the Storm Sewer Improvements and costs of issuance of the Storm Sewer Bonds, including but not limited to the transfer to the Storm Sewer Bond Fund created in Section 4.03 hereof, of amounts sufficient for the payment of interest due upon the Storm Sewer Bonds prior to the completion of the Storm Sewer Improvements and the payment of the expenses incurred by the City in connection with the issuance of the Storm Sewer Bonds. Upon completion and payment of all costs of the Storm Sewer Improvements, any balance of the proceeds of Storm Sewer Bonds remaining in the Series 2025A Storm Sewer Construction Fund may be used to pay the cost, in whole or in part, of any other improvements to the Storm Sewer Utility, as directed by the Council, but any balance of such proceeds not so used shall be credited and paid to the Storm Sewer Bond Fund. -13- 4920-4413-3194\4 3.05. General Obligation Bonds, Series 2025A Capital Improvement Construction Fund. There is hereby established in the official books and records of the City, a separate General Obligation Bonds, Series 2025A Capital Improvement Construction Fund (the “Series 2025A Capital Improvement Construction Fund”). The City hereby appropriates to the Series 2025A Capital Improvement Construction Fund proceeds of the CIP Bonds in the amount of $10,464,005.96, representing the estimated costs of the Capital Improvements ($10,390,281.00) and costs of issuance of the CIP Bonds ($73,724.96). The Series 2025A Capital Improvement Construction Fund shall be used solely to defray expenses of the Capital Improvements and costs of issuance of the CIP Bonds, including but not limited to the transfer to the CIP Bond Fund created in Section 4.04 hereof, of amounts sufficient for the payment of interest due upon the CIP Bonds prior to the completion of the Capital Improvements and the payment of the expenses incurred by the City in connection with the issuance of the CIP Bonds. Upon completion and payment of all costs of the Capital Improvements, any balance of the proceeds of CIP Bonds remaining in the Series 2025A Capital Improvement Construction Fund shall be credited and paid to the CIP Bond Fund; unless and except as such proceeds may be transferred to some other fund or account as to which the City has received from bond counsel an opinion that such other transfer is permitted by applicable laws and does not impair the exemption of interest on the CIP Bonds from federal income taxes. Section 4. Bond Funds. 4.01. Improvement Bond Fund. So long as any of the Improvement Bonds are outstanding and any principal of or interest thereon unpaid, the City shall maintain a separate debt service fund on its official books and records to be known as the General Obligation Bonds, Series 2025A Improvement Bond Fund (the “Improvement Bond Fund”) within the Debt Service Account of the Permanent Improvement Revolving Fund (the “Debt Service Account”), and the principal of and interest on the Improvement Bonds shall be payable from the Improvement Bond Fund. The City irrevocably appropriates to the Improvement Bond Fund (a) proceeds of the Improvement Bonds in the amount of $147,184.69, representing capitalized interest; (b) all moneys transferred with respect to the Improvement Bonds from other accounts within the Permanent Improvement Revolving Fund to the Debt Service Account; and (c) all other moneys as shall be appropriated by the Council to the Improvement Bond Fund from time to time. On the business day preceding each date on which principal of or interest on the Improvement Bonds are to be paid by the City in accordance with this Resolution, the City Finance Director shall, without further direction by the Council, transfer from the Debt Service Account in the Permanent Improvement Revolving Fund to the Improvement Bond Fund an amount sufficient to pay such principal and interest. If the aggregate balance in the Improvement Bond Fund is at any time insufficient to pay all interest and principal then due on all Improvement 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 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. -14- 4920-4413-3194\4 4.02. Water Bond Fund. The Water Bonds shall be payable from a separate General Obligation Bonds, Series 2025A Water Bond Fund (the “Water Bond Fund”), which the City agrees to maintain until the Water Bonds have been paid in full. If the balance in the Water Bond Fund is ever insufficient to pay all principal and interest then due on bonds payable therefrom, the City Finance Director shall nevertheless provide sufficient money from any other funds of the City which are available for that purpose, and such other funds shall be reimbursed from subsequent receipts of net revenues of the Water Utility appropriated to the Water Bond Fund and, if necessary, from the proceeds of the taxes levied for the Water Bond Fund. The City Finance Director shall deposit in the Water Bond Fund all other money which may at any time be received for or appropriated to the payment of such bonds and interest, including the net revenues of the Water Utility herein pledged and appropriated to the Water Bond Fund. 4.03. Sewer Bond Fund. The Sewer Bonds shall be payable from a separate General Obligation Bonds, Series 2025A Sewer Bond Fund (the “Sewer Bond Fund”), which the City agrees to maintain until the Sewer Bonds have been paid in full. If the balance in the Sewer Bond Fund is ever insufficient to pay all principal and interest then due on bonds payable therefrom, the City Finance Director shall nevertheless provide sufficient money from any other funds of the City which are available for that purpose, and such other funds shall be reimbursed from subsequent receipts of net revenues of the Sewer Utility appropriated to the Sewer Bond Fund and, if necessary, from the proceeds of the taxes levied for the Sewer Bond Fund. The City Finance Director shall deposit in the Sewer Bond Fund all other money which may at any time be received for or appropriated to the payment of such bonds and interest, including the net revenues of the Sewer Utility herein pledged and appropriated to the Sewer Bond Fund. 4.04. Storm Sewer Bond Fund. The Storm Sewer Bonds shall be payable from a separate General Obligation Bonds, Series 2025A Storm Sewer Bond Fund (the “Storm Sewer Bond Fund”), which the City agrees to maintain until the Storm Sewer Bonds have been paid in full. If the balance in the Storm Sewer Bond Fund is ever insufficient to pay all principal and interest then due on bonds payable therefrom, the City Finance Director shall nevertheless provide sufficient money from any other funds of the City which are available for that purpose, and such other funds shall be reimbursed from subsequent receipts of net revenues of the Storm Sewer Utility appropriated to the Storm Sewer Bond Fund and, if necessary, from the proceeds of the taxes levied for the Storm Sewer Bond Fund. The City Finance Director shall deposit in the Storm Sewer Bond Fund all other money which may at any time be received for or appropriated to the payment of such bonds and interest, including the net revenues of the Storm Sewer Utility herein pledged and appropriated to the Storm Sewer Bond Fund. 4.05. CIP Bond Fund. The CIP Bonds shall be payable from a separate General Obligation Bonds, Series 2025A CIP Bond Fund (the “CIP Bond Fund”), which the City agrees to maintain until the CIP Bonds have been paid in full. If the balance in the CIP Bond Fund is ever insufficient to pay all principal and interest then due on bonds payable therefrom, the City Finance Director shall nevertheless provide sufficient money from any other funds of the City which are available for that purpose, and, if necessary, from the proceeds of the taxes levied for the CIP Bond Fund. The City Finance Director shall deposit in the CIP Bond Fund (a) any ad valorem taxes allocable to the CIP Bonds collected in accordance with the provisions of Section -15- 4920-4413-3194\4 5.02 hereof; and (b) all other moneys as shall be appropriated by the Council to the CIP Bond Fund from time to time. 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 Improvements it 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 proposed to be assessed therefor, based 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 Improvements. 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. The Council presently estimates that the special assessments levied for payment of the cost of the Improvements shall be in the principal amount of $2,384,225.95 payable in not more than 15 installments, the first installment to be collectible with taxes during the year 2027. 5.02. Full Faith and Credit Pledged. For the prompt and full payment of the principal of and interest on the Bonds as such payments respectively become due, the full faith, credit and unlimited taxing powers of the City shall be and are hereby irrevocably pledged. In order to produce aggregate amounts which, together with the collections of other amounts as set forth in Section 4, will produce amounts not less than 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 as shown in Appendix I attached hereto. The taxes shall be irrepealable as long as any of the Bonds are outstanding and unpaid, provided that the City reserves the right and power to reduce the tax levies from other legally available funds, in accordance with the provisions of Minnesota Statutes, Section 475.61. Section 6. Imposition of Charges; Additional Bonds. The City hereby covenants and agrees with the holders from time to time of the Water Bonds, Sewer Bonds and Storm Sewer Bonds that so long as any of the Water Bonds, Sewer Bonds or Storm Sewer Bonds are outstanding, the City will impose and collect reasonable charges for the service, use and availability of the Water Utility, Sewer Utility or Storm Sewer Utility, as applicable, to the City and its inhabitants according to schedules calculated to produce net revenues which, will be sufficient to pay all principal and interest when due on the Water Bonds, Sewer Bonds or the Storm Sewer Bonds and all other obligations payable from the net revenues of the respective Utility. Net revenues of the Water Utility, Sewer Utility and the Storm Sewer Utility, to the extent necessary, are hereby irrevocably pledged and appropriated to the payment of the -16- 4920-4413-3194\4 principal of the Water Bonds, Sewer Bonds and Storm Sewer Bonds, and interest thereon, respectively, provided that nothing herein shall preclude the City from hereafter making further pledges and appropriations of net revenues of the respective Utility for the payment of additional obligations of the City hereafter authorized if the Council determines before the authorization of such additional obligations that the estimated net revenues of the respective Utility will be sufficient, together with any other sources pledged to or projected to be used, for the payment of the principal of and interest on the Water Bonds, Sewer Bonds or Storm Sewer Bonds and paid therefrom and such additional obligations. Such further pledges and appropriations of said net revenues may be made superior or subordinate to or on a parity with the pledge and appropriation herein made, as to the application of net revenues received from time to time. 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 discharge its obligations with respect to any prepayable Bonds called for redemption on any date when they are prepayable according to their terms, by depositing with the Registrar on or before that date an amount equal to the principal, interest and redemption premium, if any, which are then due, provided that notice of such redemption has been duly given as provided herein. 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 or said redemption date. 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 with such other information as the County Auditor shall require, and to obtain from said County Auditor a certificate that the Bonds and tax levy have been entered on such officer’s bond register as required by law. 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 -17- 4920-4413-3194\4 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, to the extent applicable to the Bonds. 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 directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency of the Final Official Statement. 8.07. Reimbursement. The City certifies that the proceeds of the Bonds will not be used by the City to reimburse itself for any expenditure with respect to the financed facilities which the City paid or will have paid more than 60 days prior to the issuance of the Bonds unless, with respect to such prior expenditures, the City shall have made a declaration of official intent which complies with the provisions of Section 1.150-2 of the Regulations, provided that a declaration -18- 4920-4413-3194\4 of official intent shall not be required (i) with respect to certain de minimis expenditures, if any, with respect to the financed facilities meeting the requirements of Section 1.150-2(f)(1) of the Regulations, or (ii) with respect to “preliminary expenditures” for the financed facilities as defined in Section 1.150-2(f)(2) of the Regulations, including engineering or architectural expenses and similar preparatory expenses, which in the aggregate do not exceed 20% of the “issue price” of the Bonds. 8.08. Not Qualified Tax-Exempt Obligations. The Bonds are not designated “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, 2025, the following financial information and operating data in respect of the City (the Disclosure Information): -19- 4920-4413-3194\4 (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 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;” “TAX LEVIES, COLLECTIONS AND RATES – Tax Levies and Collections;” “GENERAL INFORMATION – U.S. 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. -20- 4920-4413-3194\4 (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; (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; (O) 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 financial 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 (O) 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 “financial obligation” shall not include municipal -21- 4920-4413-3194\4 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 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). -22- 4920-4413-3194\4 (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) Term; 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 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. Adopted this 6th day of August, 2025. Mayor Section 10. Authorization of Payment of Certain Costs of Issuance of the Bonds. The City authorizes the Purchaser to forward the amount of Bond proce ds allocable to the payment of issuance expenses to Wells Fargo Bank, National Association, o the closing date for further distribution as directed by the City's municipal advisor, Ehlers 4 • ss•ciates, Inc. The motion for the adoption of the foregoing resolution was duly seconded by Councilmember FCe et"— and upon vote being taken thereon, the following voted in favor thereof: P le rot.. 141 Ualb"\ -544-s 5 SR-C— I and the following voted against the same: whereupon said resolution was declared duly passed and adopted. -23- 4920-4413-3194\4 A-1 4920-4413-3194\4 APPENDIX I Tax Levies and Special Assessments Tax Levy A-2 4920-4413-3194\4 Special Assessments: Debt Service Schedule Date Principal Coupon Interest Total P+I 12/31/2027 111,157.43 4.920%117,303.92 228,461.35 12/31/2028 116,626.38 4.920%111,834.98 228,461.36 12/31/2029 122,364.40 4.920%106,096.96 228,461.36 12/31/2030 128,384.72 4.920%100,076.62 228,461.34 12/31/2031 134,701.25 4.920%93,760.10 228,461.3512/31/2032 141,328.56 4.920%87,132.80 228,461.36 12/31/2033 148,281.92 4.920%80,179.42 228,461.34 12/31/2034 155,577.39 4.920%72,883.96 228,461.35 12/31/2035 163,231.80 4.920%65,229.56 228,461.36 12/31/2036 171,262.80 4.920%57,198.54 228,461.34 12/31/2037 179,688.93 4.920%48,772.42 228,461.35 12/31/2038 188,529.63 4.920%39,931.72 228,461.3512/31/2039 197,805.29 4.920%30,656.06 228,461.35 12/31/2040 207,537.31 4.920%20,924.04 228,461.35 12/31/2041 217,748.14 4.920%10,713.20 228,461.34 Total $2,384,225.95 -$1,042,694.30 $3,426,920.25 A-3 4920-4413-3194\4 EXHIBIT A Maturity Schedule Date Improvement Bonds Water Bonds Sewer Bonds Storm Sewer Bonds CIP Bonds Total 2027 -- 195,000 220,000 180,000 -- 595,000 2028 105,000 275,000 305,000 250,000 200,000 1,135,000 2029 110,000 290,000 320,000 265,000 210,000 1,195,000 2030 115,000 300,000 340,000 280,000 220,000 1,255,000 2031 120,000 315,000 355,000 290,000 230,000 1,310,000 2032 125,000 335,000 375,000 305,000 240,000 1,380,000 2033 135,000 350,000 390,000 320,000 255,000 1,450,000 2034 140,000 365,000 410,000 340,000 265,000 1,520,000 2035 145,000 385,000 430,000 355,000 280,000 1,595,000 2036 155,000 405,000 455,000 370,000 295,000 1,680,000 2037 165,000 -- -- -- 310,000 475,000 2038 170,000 -- -- -- 325,000 495,000 2039 175,000 -- -- -- 335,000 510,000 2040 185,000 -- -- -- 350,000 535,000 2041 190,000 -- -- -- 365,000 555,000 2042 200,000 -- -- -- 380,000 580,000 2043 -- -- -- -- 395,000 395,000 2044 -- -- -- -- 410,000 410,000 2045 -- -- -- -- 430,000 430,000 2046 -- -- -- -- 450,000 450,000 2047 -- -- -- -- 470,000 470,000 2048 -- -- -- -- 490,000 490,000 2049 -- -- -- -- 510,000 510,000 2050 -- -- -- -- 535,000 535,000 2051 -- -- -- -- 560,000 560,000 2052 -- -- -- -- 585,000 585,000 2053 -- -- -- -- 610,000 610,000 2054 -- -- -- -- 635,000 635,000 TOTAL $2,235,000 $3,215,000 $3,600,000 $2,955,000 $10,340,000 $22,345,000 B-1 4920-4413-3194\4 EXHIBIT B BOND FORM UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF EDINA GENERAL OBLIGATION BOND, SERIES 2025A R- $________ Interest Rate Maturity Date Date of Original Issue CUSIP ____% February 1, 20__ August 28, 2025 REGISTERED 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, 2026 (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 Trust Company, 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. B-2 4920-4413-3194\4 This Bond is one of an issue in the aggregate principal amount of $22,345,000, 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 August 6, 2025 (the “Resolution”), to maintain the Permanent Improvement Revolving Fund of the City, a permanent fund established for the financing of local improvements for which special assessments may be levied against property specifically benefited thereby, to finance the costs of street improvements, improvements to the storm sewer and water utility of the City, capital improvements and public improvement costs 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 and Sections 444.075 and 475.521. 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 are issuable only as fully registered Bonds, in denominations of $5,000 or any multiple thereof, of single maturities. Bonds maturing in 2035 and later years are each subject to redemption and prepayment at the option of the City, in whole or in part, and if in part in such order of maturity dates as the City may select and by lot as selected by the Registrar (or, if applicable, by the bond depository in accordance with its customary procedures) in multiples of $5,000 as to Bonds maturing on the same date, on February 1, 2034, and on any date thereafter, at a price equal to the principal amount thereof plus accrued interest to the date of redemption. At least thirty days prior to the date set for redemption of any Bond, notice of the call for redemption will be mailed to the Bond Registrar and to the registered owner of each Bond to be redeemed at his address appearing in the Bond Register, but no defect in or failure to give such mailed notice of redemption shall affect the validity of the proceedings for the redemption of any Bond not affected by such defect or failure. Official notice of redemption having been given as aforesaid, the Bonds or portions of the Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price herein specified and from and after such date (unless the City shall default in the payment of the redemption price) such Bond or portions of Bonds shall cease to bear interest. Upon the partial redemption of any Bond, a new Bond or Bonds will be delivered to the registered owner without charge, representing the remaining principal amount outstanding. 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. B-3 4920-4413-3194\4 The Bonds are not designated as “qualified tax-exempt obligations” pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended. 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 has levied or agreed to levy special assessments on property specially benefited by the improvements financed by the improvement portion of the Bonds collectible in the years and amounts, together with ad valorem taxes duly levied (if necessary), required to produce sums not less than five percent in excess of the principal of and interest on such portion of the Bonds as such principal and interest respectively become due, and has appropriated such special assessments to the Revenue Account (the “Revenue Account”) of its Permanent Improvement Revolving Fund previously established by the City; and that, on or before each date the City is obligated to pay principal of or interest on such portion of the Bonds, the City will transfer from its Revenue Account to a separate General Obligation Bonds, Series 2025A Improvement Bond Fund an amount sufficient for the payment of such principal and interest on such date; and the City has pledged to the payment of the principal of and interest on the water portion of the Bonds net revenues of the City’s water utility; and the City has pledged to the payment of the principal of and interest on the sewer portion of the Bonds net revenues of the City’s sewer utility; and the City has pledged to the payment of the principal of and interest on the storm sewer portion of the Bonds net revenues of the City’s storm sewer utility; and the City has pledged to the payment of the principal and interest on the capital improvement portion of the Bonds ad valorem taxes; that in and by the Resolution, the City has covenanted and agreed with the owners of the Bonds that it will impose and collect charges for the service, use and availability of its water, sewer and storm sewer utilities at the time and in the amounts required to produce net revenues adequate to pay all principal of and interest on the water, sewer and storm sewer portions of the Bonds, respectively, and on all other bonds payable from net revenues of the water, sewer and storm sewer utilities as such principal and interest respectively become due; and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the City of Edina, Hennepi Council, has caused this Bond to be executed on its behalf by t of the Mayor and City Manager, and has caused this Bond to b Issue set forth above. ounty, Minnesota, by its City anual or facsimile signatures ted as of the Date of Original Mayor 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. CERTIFICA OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. Date of Authentication: U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Registrar By Authorized Representative 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 UTMA Custodian in common (Cust) (Minor) under Uniform Transfers to Minors Act TEN ENT -- as tenants (State) by entireties JT TEN -- as joint tenants with right of survivorship and B-4 4920-4413-3194\4 B-5 4920-4413-3194\4 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 hereby irrevocably constitutes and appoints ____________________________________________________________________ attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER NOTICE: The signature(s) to this assignment OF ASSIGNEE: must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration, enlargement or any change / / whatsoever. Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Bond Registrar, which requirements include membership or participation in the Securities Transfer Association Medalion Program (STAMP) or such other “signature guaranty program” as may be determined by the Bond Registrar in addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 4920-4413-3194\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 August 6, 2025, by the City Council of the City of Edina, Minnesota, setting forth the form and details of an issue of $22,345,000 General Obligation Bonds, Series 2025A, dated as of August 28, 2025. I further certify that the issue has been entered on my bond register and the tax required by law for their payment has been levied and filed as required by Minnesota Statutes, Sections 475.61 through 475.63. WITNESS my hand and official seal this ______ day of __________, 2025. County Auditor (SEAL)