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EDA RES 2024-05 Issuance and Sale of $16,900,000 Lease Revenue Bonds, Series 2024AEXTRACT OF MINUTES OF A MEETING OF THE BOARD OF COMMISSIONERS OF THE OTSEGO ECONOMIC DEVELOPMENT AUTHORITY HELD: December 9, 2024 Pursuant to due call and notice thereof, a regular or special meeting of the Board of Commissioners of the Otsego Economic Development Authority, was duly called and held at the Otsego Prairie Center in the City of Otsego, Minnesota on December 9, 2024, at 6:00 p.m. The following members were present: Stockamp, Dahl, Dunlap, Goede, and Moores and the following were absent: none Member Dahl adoption: introduced the following resolution and moved its RESOLUTION 2024-OS RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $16,900,000 LEASE REVENUE BONDS, SERIES 2024A (CITY OF OTSEGO, MINNESOTA LEASE WITH OPTION TO PURCHASE PROJECT) AND THE EXECUTION AND DELIVERY OF A GROUND LEASE AGREEMENT, A LEASE AGREEMENT AND AN INDENTURE OF TRUST IN CONNECTION THEREWITH WHEREAS, Minnesota Statutes, Sections 469.090 through 469.1082 (collectively, the "Act") authorizes the Otsego Economic Development Authority (the "Authority") to issue revenue bonds, in anticipation of the collection of revenues of a project, to finance, in whole or in part, the cost of acquisition, construction, reconstruction, improvement, betterment or extension of a project; and WHEREAS, the Authority proposes to finance the acquisition and construction of a fire and emergency services facility (the "Project"), an authorized project under the Act to be used by City of Otsego, Minnesota (the "City") and to provide funds for such purposes by the issuance of its Lease Revenue Bonds, Series 2024A (City of Otsego, Minnesota Lease with Option to Purchase Project) (the "Bonds") pursuant to an Indenture of Trust between the Authority and U.S. Bank Trust Company, National Association, a national bai�lcing association with t1-ust powers, as Trustee (the "Trustee"), dated as of December 30, 2024 (the "Indenture"); and WHEREAS, on November 12, 2024, the Authority adopted a resolution (the Preliminary Resolution") authorizing the issuance and sale of the Bonds in an approximate amount of $18,420,000; and 170066236v2 WHEREAS, the Bonds issued under the Indenture will be secured by a pledge and assigmnent of rental payments and certain rights of the Authority under the Lease Agreement between the Authority and the City (the "Lease"), dated as of December 30, 2024, and WHEREAS, the Bonds shall be payable primarily from the rental payments paid by the City to the Authority and therefor shall not constitute a debt of the Authority within the meaning of any constitutional or statutory limitation nor shall they constitute or give rise to a pecuniary liability of the Authority or a charge against its general credit or taxing powers, nor constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the Authority, other than its interest in the Project; and WHEREAS, in order to carry out the transaction, (1) the City will ground lease the land, on which the Project will be constructed (the "Land"), to the Authority pursuant to a Ground Lease Agreement between the Authority and the City (the "Ground Lease Agreement"), dated as of December 30, 2024 and (2) the Authority will lease the Land and the Project to the City pursuant to the Lease; and NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Otsego Economic Development Authority: 1. Findings. The Board of Conui�issioners acl�nowledges, finds, determines and declares that the Project will satisfies the purposes stated in the Act. 2. Authorization of Financing. Pursuant to the Ground Lease Agreement and the Lease Agreement, the financing by the Authority of the Project be and the same is hereby authorized. 3. Acceptance of Purchase. The offer of Robert W. Baird & Co., Inc. (the "Purchaser"), to purchase the Bonds in accordance with the terms and at the rates of interest set forth in the Indenture, and to pay therefor the sum of $17,658,698.69, plus interest accrued to settlement, is hereby accepted. The Bonds shall bear interest at the rates, be in such denominations, be numbered, dated, mature, be subject to redemption, be in such form and have such other details and provisions as are prescribed by the Indenture. 4. Special Obli>;ations; Security; Authorization to Execute and Deliver Indenture and Bonds. The Bonds shall be special obligations of the Authority payable primarily from the rental payments paid by City to the Authority. As security for the payment of the principal of, premium, if any, and interest on the Bonds, pro rata and without preference of any one Bond over any other Bonds, the Board of Commissioners hereby authorizes and directs the President and Secretary to execute the Indenture in substantially the form on file with the Authority, and to deliver the Indenture to the Trustee, and hereby authorizes and directs the execution of the Bonds, and hereby provides that the Indenture shall provide the terms and conditions, covenants, rights, obligations, duties and agreements of the Holders (as defined in the Indenture and hereinafter referred to as "Holders") of the Bonds, the Authority and the Trustee as set forth therein. 5. Authorization to Execute and Deliver Ground Lease and Lease. The President and the Secretary are hereby authorized and directed to execute, attest and deliver the Ground 2 170066236v2 Lease and the Lease (together with the Indenture, collectively the "Bond Documents") in substantially the forms on file with the Authority. All of the provisions of the Bond Documents, when executed and delivered as authorized herein, shall be deemed to be part of this resolution as fully and to the same extent as if incorporated herein and shall be in full force and effect according to the terms thereof from the date of execution and delivery thereof. 6. Termination upon Payment or Discharge. Upon payment or discharge of the Bonds, in accordance with the terms of the Bond Documents, the Authority's interest in the Project and real estate on which the Project is located shall terminate. 7. BindingObligations; No Personal LiabilitX. All covenants, stipulations, obligations and agreements of the Authority contained in this resolution and contained in the Bond Documents shall be deemed to be the covenants, stipulations, obligations and agreements of the Authority to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding upon the Authority. Except as otherwise provided in this resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the Authority or the Board of Commissioners thereof by the provisions A this resolution or by the Bond Documents, shall be exercised or performed by the Authority by such members of the Board of Commissioners, or such officers, board, body or agency thereof as may be required by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the Bond Documents shall be deemed to be a covenant, stipulation, obligation or agreement of any member of the Board of Commissioners, or any officer, agent or employee of the issuer in that person's individual capacity, and neither the Board of Commissioners of the Authority nor any officer executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. 8. Sole and Exclusive Benefit. Except as herein otherwise expressly provided, nothing in this resolution or in the Indenture expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation other than the Authority or the Trustee, any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provision hereof or of the Indenture or any provisions thereof, this resolution, the Indenture and all of their provisions being intended to be and being for the sole and exclusive benefit of the Authority and the Holders from time to time of the Bonds issued under the provisions of this resolution and the Indenture. 9. Provisions Held Separate and Apart; BindinP�Contracts . In case any one or more of the provisions of the Bonds, this resolution, or the Bond Documents shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this resolution, the Bond Documents, or the Bonds, but this resolution, the Bond Documents and the Bonds shall be construed and endorsed as if such illegal or invalid provision had not been contained therein. The terms and conditions set forth in the Bond Documents, the pledge of revenues derived from the Project, the creation of the funds provided for in the Indenture, the provisions relating to the handling of the proceeds derived from the sale of Bonds pursuant to the Indenture and the handling of said revenues and other monies are all commitments, obligations and agreements on the part of the Authority contained in the Indenture, or the invalidity of the 3 170066236v2 Bond Documents, shall not affect the commitments, obligations and agreements on the part of the Authority to create such funds and to handle said revenues, other monies and proceeds of the Bonds for the purposes, in the manner and according to the terms and conditions fixed in the Indenture, it being the intention hereof that such commitments on the part of the Authority are as binding as if contained in this resolution separate and apart from the Indenture or the Lease. 10. Bond Recital. The Bonds shall contain a recital that they are issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Bonds and the regularity of the issuance thereof, and that all acts, conditions and things required by the laws of the State of Mimiesota relating to the adoption of this resolution, to the issuance of the Bonds and to the execution of the Bond Documents to happen, exist and be performed precedent to and in the enactment of this resolution, and precedent to the Bonds, the execution of the Bond Documents have happened, exist and have been performed as so required by law. 11. Performance. The officers, attorneys, engineers and other agents or employees of the Authority are hereby authorized to do all acts and things required of them by or in connection with this resolution, the Bond Documents, for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Bonds, the Bond Documents and this resolution. 12. Furnishing of Certificates and Proceedings. The President and the Secretary and other officers of the Authority are authorized and directed to prepare and furnish to the Purchasers certified copies of all proceedings and records of the Authority relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality of the Bonds as such facts appear from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the Authority as to the truth of all statements contained therein. 13. Negative Covenant as to Use of Proceeds and Project. The Authority hereby covenants not to use the proceeds %J the Bonds or to use the Project, or to cause or permit them to be used, in such a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. 14. Continuing Disclosure. The Authority is the issuer of the Bonds. However it is not an "obligated person" subject to the disclosure requirements under the SEC Rule 15c2- 12(b)(5) (the "Rule") because (1) the bonds are limited obligations of the Authority and are payable from lease payments to the Authority from the City and (ii) financial information and operating data set forth in the Official Statement relates only to the City. The City has agreed, in accordance with the provisions of the Rule, promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the "Undertaking") hereinafter described: (a) to provide or cause to be provided to the Municipal Securities Rulemaking Board (the "MSRB") by filing at www.ermlla.msrb.org in accordance with the Rule, certain annual financial information and operating data in accordance with the 0 170066236v2 Undertaking, as the terms of the Undertaking as provided therein may be modified fiom tune to time. (b) to provide or cause to be provided to the MSRB notice of the occurrence of certain events with respect to the Bonds in not more than ten (10) business days after the occurrence of the event, in accordance with the Undertaking. (c) to provide or cause to be provided to the MSRB notice of a failure to provide the annual financial information with respect to the City described in the Undertaking, in not more than ten (10) business days following such occurrence. (d) its covenants pursuant to the Rule set forth in this paragraph and in the Undertaking is intended to be for the benefit of the Holders of the Bonds and shall be enforceable on behalf of such Holders; provided that the right to enforce the provisions of these covenants shall be limited to a right to obtain specific enforcement of the City's obligations under the covenants. 15. Rebate; Tax Exempt Status of the Bonds. The Authority shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Bonds, including without limitation (1) requirements relating to temporary periods for investments, (ii) limitations on amounts invested at a yield greater than the yield on the Bonds, and (iii) the rebate of excess investment earnings to the United States. The Authority expects to satisfy the 24-month exemption for gross proceeds of the Bonds as provided in Section 1.148-7(d)(1) of the Regulations. The President and Secretary are hereby authorized and directed to make such elections as to arbitrage and rebate matters relating to the Bonds as they deem necessary, appropriate or desirable in connection with the Bonds, and all such elections shall be, and shall be deemed and treated as, elections of the Authority. 16. No Desi>;nation of Qualified Tax -Exempt Obli atg ions. The Authority will not designate the Bonds as "qualified tax exempt obligations" for purposes of Section 265(bA of the Code. 17. Modifications to Documents. The approval hereby given to the various documents referred to herein includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the attorney to the Authority and the Authority officials authorized herein to execute said documents prior to their execution; and said Authority officials are hereby authorized to approve said changes on behalf of the Authority. The execution of any instrument by the appropriate officer or officers of the Authority herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence of the President or Secretary any of the documents authorized by this resolution to be executed by the Acting President or the Acting Secretary, respectively. 5 170066236v2 The motion for the adoption of the foregoing resolution was duly seconded by member Goede , and upon vote being taken thereon the following voted in favor thereof. StockampI Dahl, Goede, and Moores and the following voted against the same: Dunlap whereupon the resolution was declared duly passed and adopted. Passed: December 9, 2024. 0 170066236v2 STATE OF MINNESOTA COUNTY OF WRIGHT CITY OF OTSEGO I, the undersigned, being the duly qualified and acting Secretary of the Otsego Economic Development Authority, hereby certify that I have carefully compared and attached the foregoing extract of minutes of a special meeting of the Board of Commissioners held December 9, 2024, with the original thereof on file and of record iu my office and the same is a full, true and complete transcript therefrom insofar as the same relates to a Resolution Authorizing Issuance of Bonds. WITNESS my hand on December 9, 2024. Secretary 170066236v2