1-Request for Bids - Bluffdale (2026 STR BAN).pdf

Stephanie Thayer Administrative Services Director

Bluffdale City, Utah

*Preliminary; subject to change.

2222 West 14400 South Bluffdale, Utah 84065 www.bluffdale.gov

TEL 801-254-2200

To: Prospective Purchasers

From: Bluffdale City, Utah

Date: April 28, 2026

Re: Sales Tax Revenue Anticipation Notes, Series 2026

Bluffdale City, Utah (the “City”) is soliciting bids from interested parties to purchase Sales Tax Revenue Bond Anticipation Notes (the “BANs” or “Notes”) to finance costs of construction of a railroad underpass and all related improvements (the “Project”).

While it is expected that the Series 2026 Notes will be repaid from grant funds from the State of Utah, the interest on the Series 2026 Notes is payable solely from a senior lien on 100% of the Local Sales and Use Tax revenues received by the City pursuant to Title 59, Chapter 12, Part 2, Utah Code Annotated 1953, as amended. The principal is payable solely from the proceeds of the sale of excise tax revenue bonds secured by the Revenues to be issued at some future date.

Background Information. The following information has been provided for review and consideration:

Exhibit A – Bid Response Form Exhibit B – Form of Certificate and Receipt of Purchaser Exhibit C – Information on Bluffdale City, Utah and the Project Exhibit D – Salt Lake County Demographic and Economic Statistics Exhibit E – Sales Tax Revenue Bonds General Indenture of Trust and First Supplemental

Questions; Manner of Submitting Bids. Questions concerning this RFB or the Notes should be submitted to the City and Stifel, Nicolaus & Company, Inc. ("Stifel"), Municipal Advisor to the City, as set forth below, on or before May 5, 2026. Bids must be submitted – using the bid response form – by 2:00 PM Mountain Time on Tuesday, May 12, 2026. Such responses shall be transmitted via email to the City and Stifel, Nicolaus & Company, Inc., Municipal Advisor to the City, as follows:

Stephanie Thayer, Admin. Svcs. Director Bluffdale City sthayer@bluffdale.gov | 801-849-9406

Matt Dugdale, Managing Director Stifel, Nicolaus & Company, Inc.

dugdalem@stifel.com | 385-799-7236

Elizabeth Read, Director Stifel, Nicolaus & Company, Inc.

reade@stifel.com | 385-799-7232

REQUEST FOR BIDS

Sales Tax Revenue Bond Anticipation Notes

Series 2026 ($30,000,000)

(Note: It is the responsibility of the bidder to confirm that the bid has been received by the City.)

Bidder Representation. The winning bidder will be required to deliver a certificate or Investor Letter at closing, in a form acceptable to the City (example included as Exhibit A), its municipal advisor, and its counsel which confirms, among other representations, that the bidder (a) is a bank, any entity directly or indirectly controlled by the bank or under common control with the bank, other than a broker, dealer or municipal securities dealer registered under the Securities Exchange Act of 1934, or a consortium of such entities; (b) has the present intent to hold the Notes to maturity or earlier redemption or mandatory tender;

(c) acknowledges that no official statement is being prepared; and (d) that it has taken an independent review of the credit and been provided all information necessary to purchase the Notes.

To assist with credit review, this document contains information relative to the City, the proposed terms and structure of the Notes, and the required Bid Response Sheet. Only firm rates will be accepted, and all credit approvals should be completed prior to submitting a bid.

Initially capitalized terms used and not otherwise defined herein shall have the meanings assigned such terms in the City’s Sales Tax Revenue Bonds General Indenture, providing for the issuance of the BANs (the “General Indenture”). A copy of the General Indenture is available upon request.

The City reserves the right to reject any and all bids for any reason as necessary. No contact should be made with any member of the Council or any other City official. Non-compliance with this or any other condition of this proposal may result in disqualification.

$30,000,000 Sales Tax Revenue Bond Anticipation Notes, Series 2026

PROPOSED NOTES STRUCTURE

GENERAL INFORMATION

Par Amount: $30,000,000

Principal Due Date: The City is requesting bids pursuant to a 4-year term, maturing on February 1, 2030

Interest Payment Dates: February 1 and August 1, commencing August 1, 2026

Delivery Date: May 27, 2026 (preliminary)

Optional Redemption: City is requesting redemption options no later than July 1, 2027

Tax-Exempt: Yes

Pledged Revenue/

Source of Repayment: For interest payable on the Notes, a senior lien on 100% of the sales and use tax revenues received by the City pursuant to the Local Sales and Use Tax Act, Title 59, Chapter 12, Part 2 of the Utah Code. (See Appendix E)

For principal, the proceeds of the sale of a sales tax revenue bond to be issued at some future date (or grant funds applied first by the City)

Bank Qualified: No

Debt Service Reserve Fund: None

Bond Counsel: Gilmore Bell

Rating: Notes will be non-rated (no ratings applied for)

BID EVALUATION AND DEADLINE

Bid evaluation will take into account overall cost of capital, bid terms, and conditions, call options and financing structure. Only firm rates will be accepted. Bids are due by 2:00 PM MT on Tuesday, May 12, 2026. The City currently plans to notify the winning bidder by Wednesday, May 13, 2026. The winning bidder will be asked to sign a traditional investor letter (see form of Certificate of Purchaser included in Exhibit A).

COMPLIANCE WITH PUBLIC CONTRACT BOYCOTT RESTRICTIONS

The bid submitted by the selected purchaser shall be deemed to be the written certification by the selected purchaser, including any wholly-owned subsidiary, majority-owned subsidiary, parent company or affiliate of the selected purchaser (collectively, the “Purchaser”), that:

(a) the Purchaser is not currently engaged in (i) a boycott of the State of Israel; or (ii) an economic boycott;

(b) the Purchaser agrees not to engage in a boycott of the State of Israel for the duration of such contract; and

(c) the Purchaser agrees to notify the Issuer in writing if the Winning Bidder begins engaging in an economic boycott (which notice may be grounds for termination of the contract).

For purposes of this Request for Bids:

(a) “Boycott action” means refusing to deal, terminating business activities, or limiting commercial relations.

(b) “Boycott of the State of Israel” means engaging in a boycott action targeting (i) the State of Israel; and (ii)(A) companies or individuals doing business in or with the State of Israel; or (B) companies authorized by, licensed by, or organized under the laws of the State of Israel to do business.

(c) “Boycotted company” means a company that (i) engages in the exploration, production, utilization, transportation, sale, or manufacture of fossil fuel-based energy, timber, mining, or agriculture; (i) engages in, facilitates, or supports the manufacture, distribution, sale, or use of firearms; (iii) does not meet or commit to meet environmental standards, including standards for eliminating, reducing, offsetting, or disclosing greenhouse gas-emissions, beyond applicable state and federal law requirements; or (iv) does not facilitate or commit to facilitate access to abortion or sex characteristic surgical procedures.

(d) “Economic boycott” means, without an ordinary business purpose (i) engaging in a boycott action targeting (A) a boycotted company; or (B) another company because the company does business with a boycotted company; or (ii) taking an action intended to penalize, inflict economic harm to, or change or limit the activities of (A) a boycotted company; or (B) another company because the company does business with a boycotted company.

Certain other terms used herein and not otherwise defined have the meanings assigned such terms in Section 63G-27-102 of the Utah Code Annotated 1953, as amended (the “Utah Code”). At the request of the City, the Purchaser agrees to execute such further written certification as may be deemed necessary or convenient for the City to establish compliance with Title 63G, Chapter 27 of the Utah Code.

Exhibit A

BID RESPONSE FORM

The City is interested in a 4-year structure and flexible call options with callability options no later than

July 1, 2027. Bidders are asked to provide rates for the proposed maturity schedule below.

It is the responsibility of the bidder to confirm that the bid has been received by the City.

Maturity Principal Rate 2/1/2030 30,000,000$

Note: Only firm rates will be accepted.

Proposed Maturity Schedule

Other Terms and Conditions

Bidding Institution

E-mail

Primary Contact

Address

Telephone

Fax

Other terms / conditions

Alternative structure(s)

Quote duration

Signature

Purchase fees / other fees

Call provisions (Note: the City requests flexible call options with callability options no later than July 1, 2027.)

EXHIBIT B

FORM OF CERTIFICATE AND RECEIPT OF PURCHASER

The undersigned authorized officer of [*______________*] (the “Purchaser”) in connection with the purchase on this date from Bluffdale City, Utah (the “Issuer”), of its [*$__________*] Sales Tax Revenue Bond Anticipation Notes, Series 2026 (the “Notes”), issued pursuant to (a) a resolution of the Issuer adopted on ____ __, 2026 (the “Resolution”) and

(b) a General Indenture of Trust dated as of [*__________*], as supplemented by a First Indenture of Trust dated as of [*__________*] (together, the “Indenture”) each by and between the Issuer and Zions Bancorporation, National Association, as trustee, hereby certifies on behalf of the Purchaser as follows:

The undersigned hereby acknowledges receipt on this date of the Notes upon payment of [*__________*] in total principal amount of the Notes dated [*__________*].

The undersigned is authorized to accept receipt of the Notes and to execute and deliver any and all receipts or other acknowledgments in connection therewith.

The Purchaser is a bank, any entity directly or indirectly controlled by the bank or under common control with the bank, other than a broker, dealer, or municipal securities dealer registered under the Securities Exchange Act of 1934, as amended, or a consortium of such entities.

On the date of this Certificate, the Purchaser is purchasing the Notes for the amount of [*_________*], equal to the principal amount thereof. The Purchaser is not acting as an Underwriter with respect to the Notes. The Purchaser has no present intention to sell, reoffer, or otherwise dispose of the Notes (or any portion of the Notes or any interest in the Notes), and the Notes were purchased for the Purchaser’s own account. The Purchaser intends to hold the Notes to maturity or earlier redemption. The Purchaser has not contracted with any person pursuant to a written agreement to have such person participate in the initial sale of the Notes, and the Purchaser has not agreed with the Issuer pursuant to a written agreement to sell the Notes to persons other than the Purchaser or a Related Party to the Purchaser.

As used in this Certificate, the following words shall have the following meanings:

(i) The term “Public” means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a Related Party to an Underwriter.

(ii) The term “Related Party” is defined in U.S. Treasury Regulation §

1.150-1(b) which generally provides that the term related party means any two or more persons who have a greater than 50 percent common ownership, directly or indirectly.

(iii) The term “Underwriter” means (A) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Notes to the Public, and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) of this paragraph to participate in the initial sale of the Notes to the Public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Notes to the Public).

The Purchaser understands that the Notes (i) have not been registered under the Securities Act of 1933, as amended (the “Act”), and (ii) have not been registered or qualified under any state securities or “Blue Sky” laws, and that the Indenture under which the Notes are issued, has not been qualified under the Trust Indenture Act of 1939, as amended. The Purchaser further acknowledges that no Official Statement or other offering document has been prepared in connection with the Notes. The Notes have been acquired for the Purchaser’s own account and not as agent or nominee, and for investment and not with a current view toward any resale and not with a view toward any distribution thereof. The Purchaser understands that it may not sell, transfer, or otherwise dispose of the Notes without registration or qualification under the Act or without qualifying for an exemption therefrom. Should the Purchaser ever elect to sell the Notes or any portion thereof, it will take full responsibility for any required registration, qualification or disclosure with respect to the Notes.

In connection with the negotiations for the terms and conditions of the purchase of the Notes by the Purchaser, the Issuer has delivered to the Purchaser all requested information concerning the Issuer and the security for the Notes, and the Purchaser has had an opportunity to ask questions and receive answers from the Issuer relative to the Notes, and to obtain any additional information furnished in response to such questions, and all such information so furnished has been to the satisfaction of the Purchaser. The Purchaser has also made such independent investigation of the Issuer and the security for the Notes as the Purchaser deems to be necessary or advisable, and the Purchaser has been supplied with all information or data which the Purchaser believes to be necessary in order to reach an informed decision as to the advisability of purchasing the Notes. The Purchaser is versed in financial matters, has had dealings over the years in securities, and is capable of understanding the type of investment being made with respect to the purchase of the Notes and the risks involved in connection therewith. The Purchaser has based its decision to purchase the Notes on the factual data provided to the Purchaser by the Issuer and on the inquiries and responses with respect thereto as described above.

IN WITNESS WHEREOF, I have hereunto set my hand as of [*__________*].

By:

Title:

EXHIBIT C

INFORMATION ON THE CITY OF BLUFFDALE, UTAH

AND THE PROJECT

GENERAL DESCRIPTION

The City of Bluffdale, Utah, covers an area of approximately 11 square miles and is located in the southern portion of Salt Lake County. The City has approximately 20,000 residents according to City estimates. The City is approximately 20 miles south from metropolitan Salt Lake City and can best be characterized as residential/suburban in nature.

FORM OF GOVERNMENT

The City is currently governed by a Mayor and City Council consisting of six persons, elected by voters in the City. The City Council serves as the legislative body of the City and appropriates funds for City functions, is the tax levying body, and regulates business and commerce. The City operates under a council-manager form of government.

FINANCIAL INFORMATION

The City prepares a comprehensive annual financial report that can be found at the City’s website: https://www.bluffdale.gov/262/Audit-Reports-Financial-Statements.

CONTINUING DISCLOSURE MEMORANDUM

In addition to the City’s financial reports, the City prepares an annual continuing disclosure memorandum which contains summary data on the City’s financials, taxable and fair market value of property, outstanding debt obligations, and related data. This report can be found on the MSRB’s EMMA website at the following link: https://emma.msrb.org/P11913401-P11461676- P11910324.pdf.

THE PROJECT

The 14600 South Railroad Underpass Project (the “Project”) is a critical infrastructure project designed to replace a restrictive, single-lane "S" curve with a modern four-lane arterial railroad underpass, thereby eliminating a primary regional transportation bottleneck. The Project is slated for completion in early 2027. Funding for the Project includes Utah legislative sources (HB 502 and SB 151 – approximately $50mm) plus local contributions by the City (approximately $10mm). The Project is utilizing an innovative "box jacking" construction method—a trenchless engineering technique that uses high-capacity hydraulic jacks to slide massive pre-cast concrete structures under active rail lines. This methodology was specifically chosen to allow Union Pacific and FrontRunner trains to maintain continuous operations during construction, significantly reducing the liability associated with rail service disruptions. The execution is being managed in complex technical phases, having already completed the realignment of the Salt Lake City Canal into a new box culvert and currently progressing through critical utility relocations and roadway realignments. More information on the Project can be found here:

https://www.bluffdale.gov/OneLaneBridge

HISTORICAL SALES TAX COVERAGE

The City does not currently have outstanding sales tax indebtedness.

PROJECTED SALES TAX COVERAGE

Actual Fiscal Year Ending 2025 2026 2027 2028 2029 2030 Sales Tax Revenues $5,103,596 $5,200,000 $5,300,000 $5,300,000 $5,300,000 $5,300,000

Sales Tax Revenue Bonds Estimated Series 2026 BAN (1) - - $871,324 $1,280,313 $1,280,313 $1,280,313

Coverage n/a n/a 6.08x 4.14x 4.14x 4.14x

(1) Reflects the estimated interest only.

Projected

FUTURE DEBT PLANS

The City anticipates issuing a water revenue bond (approximately $14mm) within the next 6 months in addition to possible lease revenue refunding bonds.

(The remainder of this page has been intentionally left blank.)

TAX COLLECTION

Fiscal Year Property Tax Sales Tax Franchise

Tax Total 2021 $3,693,756 $3,477,455 $1,610,788 $8,781,999 2022 3,975,286 4,094,034 1,728,835 9,798,155 2023 4,090,826 4,856,192 2,018,914 10,965,932 2024 4,128,652 4,766,441 2,120,711 11,015,804 2025 3,583,354 5,103,596 2,333,677 11,020,627

Source: The City's 2021-2025 financial statements.

(The remainder of this page has been intentionally left blank.)

Exhibit D

SALT LAKE COUNTY

DEMOGRAPHIC AND ECONOMIC STATISTICS

SALES AND BUILDING IN SALT LAKE COUNTY

SALES AND BUILDING 2024 2023 2022 2021 2020

Gross Taxable Sales (in $1,000s) $42,782,132 $41,950,608 $41,687,264 $37,173,705 $31,377,749 Local Sales and Use Tax Distribution $392,461,570 $361,431,047 $362,410,072 $319,489,062 $272,758,294 (Source: Utah State Tax Commission.)

INCOME AND WAGES IN SALT LAKE COUNTY

INCOME AND WAGES 2023 2022 2021 2020 2019

Total Personal Income ($000) $85,126,342 $79,455,099 $74,207,465 $68,835,333 $64,341,937 Per Capita Income $71,787 $66,326 $62,547 $58,028 $55,446 Median Household Income Estimates $94,013 $91,713 $80,712 $77,128 $79,941 Average Monthly Nonfarm Wage $6,089 $5,812 $5,470 $5,154 $4,722

(Source: Utah Department of Workforce Services.)

RATE OF UNEMPLOYMENT — ANNUAL AVERAGE

YEAR SALT LAKE COUNTY THE STATE UNITED STATES

2024 3.2% 3.3% 4.1% 2023 2.7 2.6 3.8 2022 2.4 2.4 3.5 2021 2.8 2.7 5.3 2020 5.1 4.7 8.1

(Source: U.S. Census Bureau.)

LABOR MARKET DATA OF SALT LAKE COUNTY

2024 2023 2022 2021 2020

Civilian Labor Force 693,444 693,701 678,077 683,817 642,357 Employed 671,267 675,303 662,608 635,656 609,766 Unemployed 22,177 18,398 15,468 18,161 32,591 Total private sector (average) 695,039 691,570 678,514 647,118 616,236 Agriculture, forestry, fishing and hunting 571 600 505 433 350 Mining 3,476 3,418 3,101 2,711 2,704 Utilities 1,460 1,425 1,406 1,331 1,422 Construction 54,868 53,863 52,027 49,157 45,874 Manufacturing 60,976 61,937 61,232 58,412 56,542 Wholesale trade 40,141 38,401 36,865 34,826 33,576 Retail trade 72,702 73,491 75,406 75,543 71,584 Transportation and warehousing 43,588 43,769 41,708 39,748 38,483 Information 23,085 23,953 24,250 21,275 20,175 Finance and insurance 51,115 50,456 50,915 51,178 49,823 Real estate and rental and leasing 12,889 12,594 12,329 11,964 11,559 Professional scientific & technical services 75,844 75,832 73,775 67,599 62,121 Management of companies and enterprises 16,896 16,777 16,336 16,041 16,543 Admin., support, waste mgmt., remediation 49,860 51,158 52,343 50,571 50,310 Education services 17,330 17,195 17,330 17,016 15,645 Health care and social assistance 78,178 76,103 72,299 70,187 67,650 Arts, entertainment, and recreation 11,837 10,932 10,133 8,609 7,150 Accommodation and food services 57,269 56,740 53,964 48,396 44,593 Other services 22,906 22,807 22,509 22,040 20,469 Unclassified establishments 48 60 80 82 17 Total public sector (average) 112,178 108,728 105,017 103,006 103,548 Federal 11,906 11,434 11,154q 11,444 11,689 State 53,094 50,727 48,847 47,882 48,830 Local 48,003 46,568 45,016 43,679 43,029 Total payroll (in millions) $62,019 $58,443 $54,649 $49,206 $44,452 Average monthly wage $6,396 $6,086 $5,812 $5,467 $5,146 Average employment 808,038 800,299 783,531 750,123 719,784 Establishments 67,102 65,056 69,744 62,346 50,584

(Source: Utah Department of Workforce Services. As of October 2024.)

MAJOR EMPLOYERS IN SALT LAKE COUNTY

The following is a list of some of the largest employers in Salt Lake County.

RANK

COMPANY

INDUSTRY

ANNUAL

AVERAGE

EMPLOYMENT

1 University Of Utah Higher Education 20000+ 2 Intermountain Health Care Health Care 15,000-19,999 3 State Of Utah State Government 15,000-19,999 4 Granite School District Public Education 10,000-14,999 5 Wal-Mart Associates Warehouse Clubs and Supercenters 10,000-14,999 6 Jordan School District Public Education 7,000-9,999 7 Smiths Food and Drug Grocery Stores 7,000-9,999 8 Zions Bancorporation, N.A. Financial Services 7,000-9,999 9 United Parcel Service Couriers 5,000-6,999

10 Salt Lake County Local Government 5,000-6,999 11 U.S. Postal Service Postal Service 5,000-6,999 12 Amazon Couriers 5,000-6,999 13 Delta Air Lines Air Transportation 5,000-6,999 14 The Canyons School District Public Education 5,000-6,999 15 ARUP Laboratories Medical Laboratories 4,000-4.999 16 Department Of Veterans Affairs Health Care 3,000-3,999 17 Salt Lake City Local Government 3,000-3,999 18 Biofire Diagnostics LLC Medical Research 3,000-3,999 19 Salt Lake City School District Public Education 3,000-3,999 20 Discover Products Financial Services 2,000-2,999 21 L3 Technologies Manufacturing 2,000-2,999 22 Salt Lake Community College Higher Education 2,000-2,999 23 SkyWest Airlines Air Transportation 2,000-2,999 24 Costco Wholesale Warehouse Clubs and Supercenters 2,000-2,999 25 Harmons Grocery Stores 2,000-2,999 26 Utah Transit Authority Public Transportation 2,000-2,999 27 Kennecott Utah Copper Mining 2,000-2,999 28 Wells Fargo Bank Financial Services 2,000-2,999 29 Department of Defense Federal Government 2,000-2,999

(Source: Utah Department of Workforce Services. As of November 2024.)

Exhibit E

SALES TAX REVENUE BONDS GENERAL INDENTURE OF TRUST AND FIRST SUPPLEMENTAL

4924-0743-4909, v. 2

SALES TAX REVENUE BONDS

GENERAL INDENTURE OF TRUST

Dated as of __________, 2026 between

BLUFFDALE CITY, UTAH,

as Issuer and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

4924-0743-4909, v. 2 i

Table of Contents

Page

ARTICLE I

DEFINITIONS

Definitions Indenture to Constitute Contract Construction

ARTICLE II

THE BONDS

Authorization of Bonds Description of Bonds; Payment Execution; Limited Obligation Authentication and Delivery of Bonds Mutilated, Lost, Stolen or Destroyed Bonds Registration of Bonds; Persons Treated as Owners Redemption Provisions Notice of Redemption Partially Redeemed Fully Registered Bonds

Cancellation Nonpresentation of Bonds Initial Bonds Issuance of Additional Bonds Form of Bonds Covenant Against Creating or Permitting Liens

ARTICLE III

CREATION OF FUNDS AND ACCOUNTS

Creation of Construction Fund Creation of Bond Fund Creation of Sinking Fund Account Creation of Debt Service Reserve Fund Creation of Reserve Instrument Fund Creation of Rebate Fund Creation of Revenue Fund Creation of Funds and Accounts

ARTICLE IV

APPLICATION OF BOND PROCEEDS

4924-0743-4909, v. 2 ii

ARTICLE V

USE OF FUNDS

Use of Construction Fund Application of Revenues Use of Bond Fund Use of Sinking Fund Account Use of Debt Service Reserve Fund Use of Reserve Instrument Fund Use of Rebate Fund Investment of Funds Trust Funds

Method of Valuation and Frequency of Valuation

ARTICLE VI

GENERAL COVENANTS

General Covenants First Lien Bonds; Equality of Liens Payment of Principal and Interest Performance of Covenants; Issuer List of Bondholders Designation of Additional Paying Agents Tax Exemption of Bonds and Direct Payments Expeditious Construction Instruments of Further Assurance

Covenant of State of Utah

ARTICLE VII

EVENTS OF DEFAULT; REMEDIES

Events of Default Remedies; Rights of Registered Owners Right of Registered Owners to Direct Proceedings Application of Moneys Remedies Vested in Trustee Rights and Remedies of Registered Owners Termination of Proceedings Waivers of Events of Default Cooperation of Issuer

ARTICLE VIII

THE TRUSTEE

Acceptance of the Trusts Fees, Charges and Expenses of Trustee Notice to Registered Owners if Event of Default Occurs

4924-0743-4909, v. 2 iii

Intervention by Trustee Successor Trustee Resignation by the Trustee Removal of the Trustee Appointment of Successor Trustee by Registered Owners; Temporary Trustee ...46 Concerning Any Successor Trustee

Trustee Protected in Relying Upon Indenture, Etc Successor Trustee as Trustee of Funds; Paying Agent and Bond Registrar Trust Estate May Be Vested in Separate or Co-Trustee Annual Accounting Indemnification Trustee’s Right to Own and Deal in Bonds Direct Payment Authorization

ARTICLE IX

SUPPLEMENTAL INDENTURES

Supplemental Indentures Not Requiring Consent of Registered Owners, Security Instrument Issuers and Reserve Instrument Providers

Supplemental Indentures Requiring Consent of Registered Owners and Reserve Instrument Providers; Waivers and Consents by Registered Owners

ARTICLE X

DISCHARGE OF INDENTURE

ARTICLE XI

MISCELLANEOUS

Consents, Etc., of Registered Owners Limitation of Rights Severability Notices Trustee as Paying Agent and Registrar Counterparts Applicable Law Immunity of Officers and Directors Holidays

Effective Date Compliance with Act

EXHIBIT A FORM OF REQUISITION ................................................................................. A-1

4924-0743-4909, v. 2

THIS GENERAL INDENTURE OF TRUST, dated as of __________, 2026, by and between Bluffdale City, Utah, political subdivision, municipal corporation and body politic duly organized and existing under the Constitution and laws of the State of Utah (the “Issuer”), and U.S. Bank Trust Company, National Association, a national banking association duly organized and existing under the laws of the United States of America, authorized by law to accept and execute trusts and having its principal corporate trust office in Salt Lake City, Utah, as trustee (the “Trustee”), W I T N E S S E T H:

WHEREAS, the Issuer desires to finance and/or refinance all or a portion of the costs of facilities, equipment and improvements for the benefit of the Issuer pursuant to the Local Government Bonding Act, Title 11, Chapter 14, Utah Code Annotated 1953, as amended and/or the Utah Refunding Bond Act, Title 11, Chapter 27, Utah Code Annotated 1953, as amended (collectively, the “Act”); and

WHEREAS, the Issuer is authorized under the Act to issue its bonds secured by a pledge of and payable from the Revenues described herein; and

WHEREAS, the Issuer desires to pledge said Revenues toward the payment of the Principal and interest on Bonds issued hereunder:

NOW, THEREFORE, THIS INDENTURE OF TRUST WITNESSETH:

For and in consideration of the premises, the mutual covenants of the Issuer and the Trustee, the purchase from time to time of the Bonds by the Registered Owners thereof, the issuance by Security Instrument Issuers from time to time of Security Instruments and the issuance by Reserve Instrument Providers from time to time of Reserve Instruments, and in order to secure the payment of the Principal of and premium, if any, and interest on the Bonds, of all Repayment Obligations according to their tenor and effect and the performance and observance by the Issuer of all the covenants expressed or implied herein, in the Bonds, in all Security Instrument Agreements and in all Reserve Instrument Agreements, the Issuer does hereby convey, assign and pledge unto the Trustee and unto its successors in trust forever all right, title and interest of the Issuer in and to (i) the Revenues, (ii) all moneys in funds and accounts held by the Trustee hereunder (except the Rebate Fund), and (iii) all other rights hereinafter granted, first, for the further securing of the Bonds and all Security Instrument Repayment Obligations, and second, for the further security of all Reserve Instrument Repayment Obligations, subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth in this Indenture;

TO HAVE AND TO HOLD all the same with all privileges and appurtenances hereby and hereafter conveyed and assigned, or agreed or intended so to be, to the Trustee and its respective successors and assigns in such trust forever;

IN TRUST NEVERTHELESS, upon the terms and trust set forth in this Indenture, FIRST, with respect to the Revenues, for the equal and proportionate benefit, security and protection of all Registered Owners of the Bonds issued pursuant to and secured by this Indenture and all Security Instrument Issuers without privilege, priority or distinction as to the lien or otherwise of any Bond

4924-0743-4909, v. 2 2 or Security Instrument Issuer over any other by reason of time of issuance, sale, delivery or maturity or expiration thereof or otherwise for any cause whatsoever, except as expressly provided in or permitted by this Indenture; and SECOND, for the equal and proportionate benefit, security and protection of all Reserve Instrument Providers, without privilege, priority or distinction as to the lien or otherwise of any Reserve Instrument Repayment Obligation over any of the others by reason of time of issuance, delivery or expiration thereof or otherwise for any cause whatsoever;

PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall well and truly pay, or cause to be paid, the Principal and premium, if any, on the Bonds and the interest due or to become due thereon, at the times and in the manner mentioned in the Bonds, all Security Instrument Repayment Obligations, according to the true intent and meaning thereof, and all Reserve Instrument Repayment Obligations, according to the true intent and meaning thereof, or shall provide, as permitted by this Indenture, for the payment thereof as provided in Article X hereof, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions of this Indenture, then upon such final payments or provisions for such payments by the Issuer, this Indenture, and the rights hereby granted, shall terminate; otherwise this Indenture shall remain in full force and effect.

The terms and conditions upon which the Bonds are to be executed, authenticated, delivered, secured and accepted by all persons who from time to time shall be or become Registered Owners thereof, and the trusts and conditions upon which the Revenues are to be held and disposed, which said trusts and conditions the Trustee hereby accepts, are as follows:

4924-0743-4909, v. 2 3

ARTICLE I

DEFINITIONS

Definitions. As used in this Indenture, the following terms shall have the following meanings unless the context otherwise clearly indicates:

“Accreted Amount” means, with respect to Capital Appreciation Bonds of any Series and as of the date of calculation, the amount representing the initial public offering price, plus the accumulated and compounded interest on such Bonds, as established pursuant to the Supplemental Indenture authorizing such Capital Appreciation Bonds.

“Act” means, the Local Government Bonding Act, Title 11, Chapter 14, Utah Code and the Utah Refunding Bond Act, Title 11, Chapter 27, Utah Code, each to the extent applicable.

“Additional Bonds” means all Bonds issued under this Indenture other than the Initial Bonds.

“Administrative Costs” means all Security Instrument Costs, Reserve Instrument Costs and Rebatable Arbitrage.

“Aggregate Annual Debt Service Requirement” means the total Debt Service (including any Repayment Obligations) for any one Bond Fund Year (or other specific period) on all Series of Bonds Outstanding or any specified portion thereof.

“Authorized Amount” means, with respect to a Commercial Paper Program, the maximum Principal amount of commercial paper which is then authorized by the Issuer to be outstanding at any one time pursuant to such Commercial Paper Program.

“Authorized Representative” means the Mayor, Mayor Pro Tem, City Recorder, City Manager, Treasurer or any other officer of the Issuer so designated in writing by an Authorized Representative of the Issuer to the Trustee.

“Average Aggregate Annual Debt Service Requirement” means the total of all Aggregate Annual Debt Service Requirements divided by the total Bond Fund Years of the Bonds Outstanding or any specified portion thereof.

“Balloon Bonds” means, unless otherwise provided in the related Supplemental Indenture, Bonds (and/or Security Instrument Repayment Obligations relating thereto), other than Bonds which mature within one year of the date of issuance thereof, 25% or more of the Principal Installments on which (a) are due or, (b) at the option of the Owner thereof may be redeemed, during any period of twelve consecutive months; provided, however, that to constitute Balloon Bonds, the Issuer must so designate such Bonds.

“Bond Fund” means Bluffdale City, Utah Sales Tax Revenue Bond Fund created in Section

3.2 hereof to be held by the Trustee and administered pursuant to Section 5.3 hereof.

4924-0743-4909, v. 2 4

“Bond Fund Year” means the 12-month period beginning July 1 of each year and ending on the next succeeding June 30, except that the first Bond Fund Year shall begin on the date of delivery of the Initial Bonds and shall end on the next succeeding June 30.

“Bondholder,” “Bondowner,” “Registered Owner” or “Owner” means the registered owner of any Bonds herein authorized according to the registration books of the Issuer maintained by the Trustee as Registrar.

“Bonds” means bonds, notes, commercial paper or other obligations (other than Repayment Obligations) authorized by and at any time Outstanding pursuant to this Indenture, including the Initial Bonds and any Additional Bonds.

“Build America Bonds” means the interest subsidy bonds issuable by the Issuer under Sections 54AA and 6431 of the Code and a “qualified bond” under Section 54AA(g)(2) of the Code or such other tax credit bonds of substantially similar nature which may be hereafter authorized.

“Business Day” means any day (i)(a) on which banking business is transacted, but not including any day on which banks are authorized to be closed in New York City or in the city in which the Trustee has its Principal Corporate Trust Office or, with respect to a related Series of Bonds, in the city in which any Security Instrument Issuer has its principal office for purposes of such Security Instrument and (b) on which the New York Stock Exchange is open, or (ii) as otherwise provided in a Supplemental Indenture.

“Capital Appreciation Bonds” means Bonds, the interest on which (i) is compounded and accumulated at the rates and on the dates set forth in the Supplemental Indenture authorizing the issuance of such Bonds and designating them as Capital Appreciation Bonds, and (ii) is payable upon maturity or prior redemption of such Bonds.

“City Recorder” means the City Recorder of the Issuer and any deputy to the City Recorder or any successor to the duties of such office.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commercial Paper Program” means commercial paper obligations with maturities of not more than two hundred seventy (270) days from the dates of issuance thereof which are issued and reissued by the Issuer from time to time pursuant to Article II hereof and are outstanding up to an Authorized Amount.

“Construction Fund” means Bluffdale City, Utah Sales Tax Revenue Construction Fund created in Section 3.1 hereof to be held by the Trustee and administered pursuant to Section 5.1 hereof.

“Cost” or “Costs” or “Cost of Completion”, or any phrase of similar import, in connection with a Project or with the refunding of any bonds, means all costs and expenses which are properly chargeable thereto under generally accepted accounting principles or which are incidental to the financing, acquisition and construction of a Project, or the refunding of any bonds, including, without limiting the generality of the foregoing:

4924-0743-4909, v. 2 5

(a) amounts payable to contractors and costs incident to the award of contracts;

(b) cost of labor, facilities and services furnished by the Issuer and its employees or others, materials and supplies purchased by the Issuer or others and permits and licenses obtained by the Issuer or others;

(c) engineering, architectural, legal, planning, underwriting, accounting and other professional and advisory fees;

(d) premiums for contract bonds and insurance during construction and costs on account of personal injuries and property damage in the course of construction and insurance against the same;

(e) interest expenses, including interest on the Series of Bonds relating to a Project;

(f) printing, engraving and other expenses of financing, including fees of financial rating services and other costs of issuing the Series of Bonds (including costs of interest rate caps and costs related to Interest Rate Swaps (or the elimination thereof));

(g) costs, fees and expenses in connection with the acquisition of real and personal property or rights therein, including premiums for title insurance;

(h) costs of furniture, fixtures, and equipment purchased by the Issuer and necessary to construct a Project;

(i) amounts required to repay temporary or bond anticipation loans or notes made to finance the costs of a Project;

(j) cost of site improvements performed by the Issuer in anticipation of a Project;

(k) moneys necessary to fund the Funds created under this Indenture;

(l) costs of the capitalization with proceeds of a Series of Bonds issued hereunder of any operation and maintenance expenses and other working capital appertaining to any facilities to be acquired for a Project and of any interest on a Series of Bonds for any period not exceeding the period estimated by the Issuer to effect the construction of a Project plus one year, as herein provided, of any discount on bonds or other securities, and of any reserves for the payment of the Principal of and interest on a Series of Bonds, of any replacement expenses and of any other cost of issuance of a Series of Bonds or other securities, Security Instrument Costs and Reserve Instrument Costs;

(m) costs of amending any indenture or other instrument authorizing the issuance of or otherwise appertaining to a Series of Bonds;

4924-0743-4909, v. 2 6

(n) all other expenses necessary or desirable and appertaining to a Project, as estimated or otherwise ascertained by the Issuer, including costs of contingencies for a Project; and

(o) payment to the Issuer of such amounts, if any, as shall be necessary to reimburse the Issuer in full for advances and payments theretofore made or costs theretofore incurred by the Issuer for any item of Costs.

In the case of refunding or redeeming any bonds or other obligations, “Cost” includes, without limiting the generality of the foregoing, the items listed in (c), (e), (f), (i), (k), (l), (m) and (o) above, advertising and other expenses related to the redemption of such bonds to be redeemed and the redemption price of such bonds (and the accrued interest payable on redemption to the extent not otherwise provided for).

“Cross-over Date” means, with respect to Cross-over Refunding Bonds, the date on which the Principal portion of the related Cross-over Refunded Bonds is to be paid or redeemed from the proceeds of such Cross-over Refunding Bonds.

“Cross-over Refunded Bonds” means Bonds or other obligations refunded by Cross-over Refunding Bonds.

“Cross-over Refunding Bonds” means Bonds issued for the purpose of refunding Bonds or other obligations if the proceeds of such Cross-over Refunding Bonds are irrevocably deposited in escrow in satisfaction of the requirements of Section 11-27-3, Utah Code, to secure the payment on an applicable redemption date or maturity date of the Cross-over Refunded Bonds (subject to possible use to pay Principal of the Cross-over Refunding Bonds under certain circumstances) and the earnings on such escrow deposit are required to be applied to pay interest on the Cross-over Refunding Bonds until the Cross-over Date.

“Current Interest Bonds” means all Bonds other than Capital Appreciation Bonds. Interest on Current Interest Bonds shall be payable periodically on the Interest Payment Dates provided therefor in a Supplemental Indenture.

“Debt Service” means, for any particular Bond Fund Year and for any Series of Bonds and any Repayment Obligations, an amount equal to the sum of (i) all interest payable during such Bond Fund Year on such Series of Bonds plus (ii) the Principal Installments payable during such Bond Fund Year on (a) such Bonds Outstanding, calculated on the assumption that Bonds Outstanding on the day of calculation cease to be Outstanding by reason of, but only by reason of, payment either upon maturity or application of any Sinking Fund Installments required by the Indenture, and (b) such Repayment Obligations then outstanding;

provided, however, for purposes of Section 2.13 hereof,

(1) when calculating interest payable during such Bond Fund Year for any Series of Variable Rate Bonds or Repayment Obligations bearing interest at a variable rate which cannot be ascertained for any particular Bond Fund Year, it shall be assumed that such Series of Variable Rate Bonds or related Repayment Obligations will bear interest at such market rate of interest applicable to such Series of Variable Rate Bonds or related Repayment Obligations, as shall be

4924-0743-4909, v. 2 7 established for this purpose in the opinion of the Issuer’s financial advisor, underwriter or similar agent (which market rate of interest may be based upon a recognized comparable market index, an average of interest rates for prior years or otherwise);

(2) when calculating interest payable during such Bond Fund Year for any Series of Variable Rate Bonds which are issued with a floating rate and with respect to which an Interest Rate Swap is in effect in which the Issuer has agreed to pay a fixed interest rate, such Series of Variable Rate Bonds shall be deemed to bear interest at the effective fixed annual rate thereon as a result of such Interest Rate Swap; provided that such effective fixed annual rate may be utilized only if such Interest Rate Swap does not result in a reduction or withdrawal of any rating then in effect with respect to the Bonds and so long as such Interest Rate Swap is contracted to remain in full force and effect;

(3) when calculating interest payable during such Bond Fund Year for any Series of Bonds which are issued with a fixed interest rate and with respect to which an Interest Rate Swap is in effect in which the Issuer has agreed to pay a floating amount, Debt Service shall include the interest payable on such Series of Bonds, less fixed amounts to be received by the Issuer under such Interest Rate Swap plus the amount of the floating payments (using the market rate in a manner similar to that described in (1) above, unless another method of estimation is more appropriate, in the opinion of the Issuer’s financial advisor, underwriter or similar agent with the approval of each Rating Agency, for such floating payments) to be made by the Issuer under the Interest Rate Swap; provided that the above described calculation of Debt Service may be utilized only if such Interest Rate Swap does not result in a reduction or withdrawal of any rating then in effect with respect to the Bonds and so long as such Interest Rate Swap is contracted to remain in full force and effect;

(4) when calculating interest payable during such Bond Fund Year with respect to any Commercial Paper Program, Debt Service shall include an amount equal to the sum of all Principal and interest payments that would be payable during such Bond Fund Year assuming that the Authorized Amount of such Commercial Paper Program is amortized on a level debt service basis over a period of 30 years beginning on the date of calculation or, if later, the last day of the period during which obligations can be issued under such Commercial Paper Program, and bearing interest at such market rate of interest applicable to such Commercial Paper Program as shall be established for this purpose in the opinion of the Issuer’s financial advisor, underwriter or similar agent (which market rate of interest may be based upon a recognized comparable market index, an average of interest rates for prior years or otherwise);

(5) when calculating interest payable on Bonds that are Paired Obligations, the interest rate on such Bonds shall be the resulting linked rate or effective fixed interest rate to be paid by the Issuer with respect to such Paired Obligations; and

(6) amortization of Balloon Bonds may be assumed on a level debt service basis over a twenty-year period at the interest rate based on the Revenue Bond Index as last published in The Bond Buyer, provided that the full amount of Balloon Bonds shall be included in the calculation if the calculation is made within twelve (12) months of the actual maturity of such Balloon Bonds and no credit facility exists;

4924-0743-4909, v. 2 8 and further provided, that there shall be excluded from Debt Service (a) interest on Bonds (including Cross-over Refunding Bonds or Cross-over Refunded Bonds) to the extent that Escrowed Interest or capitalized interest is available to pay such interest, (b) Principal on Cross-over Refunded Bonds to the extent that the proceeds of Cross-over Refunding Bonds are on deposit in an irrevocable escrow in satisfaction of the requirements of Section 11-27-3, Utah Code, as amended, and such proceeds or the earnings thereon are required to be applied to pay such Principal (subject to the possible use to pay the Principal of the Cross-over Refunding Bonds under certain circumstances) and such amounts so required to be applied are sufficient to pay such Principal, (c) Repayment Obligations to the extent that payments on Pledged Bonds relating to such Repayment Obligations satisfy the Issuer’s obligation to pay such Repayment Obligations and (d) all interest on Bonds to the extent of Direct Payments attributable to Debt Service on Outstanding Bonds or Additional Bonds proposed to be issued.

“Debt Service Reserve Fund” means Bluffdale City, Utah Sales Tax Revenue Debt Service Reserve Fund created in Section 3.4 hereof to be held by the Trustee and administered pursuant to Section 5.5 hereof.

“Debt Service Reserve Requirement” means, with respect to each Series of Bonds issued pursuant to this Indenture, unless otherwise provided in the related Supplemental Indenture, an amount equal to the least of (a) ten percent (10%) of the proceeds of such Series of Bonds determined on the basis of original Principal amount (unless original issue premium or original issue discount exceeds two percent (2%) of original Principal, then determined on the basis of initial purchase price to the public), (b) the maximum annual Debt Service during any Bond Fund Year for such Series of Bonds, and (c) one hundred twenty-five percent (125%) of the average annual Debt Service for such Series of Bonds; provided, however, that in the event any Series of Refunding Bonds is issued to refund only a portion and not all of the then Outstanding Bonds of any other Series issued pursuant to this Indenture (the “Prior Bonds”), then the portion of such Series of Prior Bonds that remain Outstanding immediately after the issuance of such Refunding Bonds and the portion of such Refunding Bonds that is allocable to the refunding of such Series of Prior Bonds may be combined and treated as a single Series for purpose of determining the Debt Service Reserve Requirement relating to such combined Series and the resulting requirement shall be allocated among the two (2) Series pro rata based upon the total Principal amount remaining Outstanding for each Series. The Debt Service Reserve Requirement may be funded by proceeds from the sale of such Series of Bonds, by a Reserve Instrument as herein provided or, if provided in the related Supplemental Indenture, may be accumulated over time. Each account of the Debt Service Reserve Fund shall only be used with respect to the related Series of Bonds.

“Direct Obligations” means noncallable Government Obligations.

“Direct Payments” means the interest subsidy payments received by the Issuer from the Internal Revenue Service pursuant to Section 6431 of the Code or other similar programs with respect to Bonds issued hereunder.

“Escrowed Interest” means amounts irrevocably deposited in escrow in accordance with the requirements of Section 11-27-3, Utah Code, in connection with the issuance of refunding bonds or Cross-over Refunding Bonds secured by such amounts or earnings on such amounts

4924-0743-4909, v. 2 9 which are required to be applied to pay interest on such Cross-over Refunding Bonds or the related Cross-over Refunded Bonds.

“Event of Default” means with respect to any default or event of default hereunder any occurrence or event specified in…