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ERMU RES 16-8 EXTRACT OF MINUTES OF MEETING OF THE ELK RIVER MUNICIPAL UTILITIES COMMISSION HELD: June 14, 2016 Pursuant to due call and notice thereof, a special meeting of the Elk River Municipal Utilities Commission, was duly held in the Utilities Conference Room, 13069 Orono Parkway in said City on the 14th day of June, 2016, at 2:30 P.M., for the purpose, in part, awarding the sale of$9,755,000 Electric Revenue Bonds, Series 2016A. The following members were present: John Dietz,Al Nadeau and Daryl Thompson and the following were absent:None Member Nadeau introduced the following resolution and moved its adoption: RESOLUTION NO. 16-8 RESOLUTION AWARDING THE ISSUANCE AND SALE OF $9,755,000 ELECTRIC REVENUE BONDS, SERIES 2016A AND PLEDGING NET REVENUES FOR THE SECURITY THEREOF BE IT RESOLVED by the Elk River Municipal Utilities Commission (the "Commission"), as follows: Section 1. Definitions; Interpretation. For all purposes of this Resolution, except as otherwise expressly provided or unless the context otherwise requires, the terms defined in this section have the meanings assigned to them in this section. All terms defined in this section include the plural as well as the singular and the female as well as the male. Except as otherwise expressly provided herein, accounting terms not otherwise defined herein have the meanings assigned to them, and all computations herein provided for shall be made, in accordance with generally accepted accounting principles. "Accountant" means a Person engaged in the practice of accounting, retained by the Commission. "Act" means, collectively, Minnesota Statutes, Sections 412.321 through 412.391, and Chapters 453 and 475, including any amendment thereof. "Additional Bonds"means any Bonds issued pursuant to Section 10. "Audited Fiscal Year" means a Fiscal Year for which the financial statements of the Commission have been audited, as required by Section 12(g). 479938v3 JSB EL185-41 "Bond Counsel" means any attorney or firm of attorneys having a favorable reputation for matters relating to tax-exempt financing of properties similar to the Electric System, retained by the Commission. "Bondholder" means the Person in whose name a Bond is registered in the Bond Register. "Bond Register"means the register maintained by the Registrar pursuant to Section 6.01. "Bonds" means any Outstanding Series 2016A Bonds, any Outstanding Series 2016B Bonds, any Outstanding Prior Bonds and any Outstanding Additional Bonds. "City"means the City of Elk River,Minnesota, and any successor to its obligations under this Resolution. "Code"means the Internal Revenue Code of 1986, including any amendment thereof. "Commission" means the Elk River Municipal Utilities Commission, and any successor to its obligations under this Resolution. "Commission Resolution" means a resolution or other legislative enactment duly adopted by the Commission. "Consultant" means a Person having a favorable reputation as experienced in planning and financing, and evaluating the economic feasibility, of properties similar to the Electric System, retained by the Commission. "Debt Service Account" means the account so designated in the Electric Fund. "Electric Fund" means the Electric Fund maintained on the official books of account of the City. "Electric System" means the municipal electric light and power plant and distribution system of the City, as it may at any time exist, including any replacement, expansion or improvement thereof. "Fiscal Year" means the period commencing on January 1 of any year and ending on December 31 of the same year, or any other period of twelve consecutive months specified by Commission Resolution as the fiscal year of the Commission. "Government Obligations"means direct obligations of, or obligations the principal of and the interest on which are fully and unconditionally guaranteed by the United States of America. "Gross Revenues" means all revenues and receipts from rates, fees, charges, and rentals imposed by the Commission for the availability, benefit, use and products of the Electric System or any part thereof, and any penalties and interest thereon, and income from the investment thereof. Gross Revenues do not include amounts received from the sale of property which is part of the Electric System or amounts borrowed with respect to the Electric System. 2 479938v3 JSB EL185-41 "Holder"means a Bondholder. "Interest Payment Date" means a date specified in a Bond as a fixed date for payment of an installment of interest on the Bond. "Municipal Utilities Commission"means the governing body of the Commission. "Net Revenues" means the Gross Revenues of the Electric System for any specified period, less the Operating Expenses of the Electric System for the same specified period. "Operating Account"means the account so designated in the Electric Fund. "Operating Expenses" means the current expenses of operation, maintenance and minor or current repair of the Electric System for any specified period. Operating Expenses include, without limitation, administrative expenses of the Commission relating to the Electric System, franchise fees, premiums for insurance relating to the Electric System, and amounts necessary to accumulate and maintain the Operating Reserve Requirement. Operating Expenses do not include depreciation, amortization, or interest expense. "Operating Reserve Requirement" means an amount equal to the greater of (i) one month's Operating Expenses, based upon the financial statements of the Commission for the preceding Audited Fiscal Year, or(ii) a larger amount reasonably determined by the Commission to be necessary to be maintained as a reserve for payment of Operating Expenses. "Outstanding" means when used with reference to the Bonds or the Prior Bonds, as the case may be, as of the date of determination, all Bonds or Prior Bonds, as the case may be, theretofore issued except Bonds or Prior Bonds, as the case may be, which have been paid or are deemed to have been paid as provided in Section 16. "Person" means any individual, corporation, partnership,joint venture, association,joint stock company, trust, unincorporated organization, or government, or any agency or political subdivision thereof. "Prior Bonds" means the $2,030,000 original principal amount of Electric Revenue Bonds, Series 2014A, dated March 13, 2014, $1,625,000 in principal amount of which are currently outstanding. "Prior Resolution" means the Resolution duly adopted by the Commission on February 14, 2014. "Project" means the financing of a portion of the cost of the acquisition of the Commission's membership interest in the Minnesota Municipal Power Agency (MMPA). "Project Account"means the Project Account established in the Electric Fund pursuant to Section 13 hereof. "Purchaser" means Wells Fargo Bank, National Association, in Charlotte, North Carolina. 3 479938v3 JSB EL185-41 "Registrar" means U.S. Bank National Association, in St. Paul, Minnesota, or its successor appointed by the Commission pursuant to Section 6.01. "Repair and Replacement Account" means the account so designated in the Electric Fund. "Reserve Account"means the account so designated in the Electric Fund. "Reserve Requirement" means, as of the date of issuance of a series of Bonds, an amount equal to the least of(i) 10% of the original principal amount of the Bonds, or (ii) the maximum amount of principal and interest payable during the then current Fiscal Year or any future Fiscal Year on all Bonds Outstanding as of the date of issuance of a series of such Bonds, or (iii) 125% of the average annual principal and interest payable on all Bonds Outstanding as of the date of issuance of a series of such Bonds. "Resolution" means this Resolution, including any amendment hereof or supplement hereto adopted in accordance with Section 15. "Series 2016A Bonds"means the Bonds created by Section 5. "Series 2016B Bonds means the $1,370,000 original principal amount of Electric Revenue Refunding Bonds, Series 2016B, dated July 14, 2016, and issued concurrently with the Series 2016A Bonds. "State"means the State of Minnesota. Section 2. Recitals. 2.01. Electric System. The City owns and, for financing purposes, operates a municipal Electric System,hereinafter referred to as the "Electric System." 2.02. Municipal Utilities Commission. The City has established the Commission and placed the Electric System under the jurisdiction of the Commission pursuant to the Act. The City has granted to the Commission a non-exclusive franchise to transmit, furnish, deliver or receive electrical energy within the utility service area. The Commission operates the Electric System as a public, revenue-producing convenience, providing service to the City and its inhabitants and residents and other customers in the area surrounding the City, as authorized by the Act. 2.03. Parity of Lien Test. All of the payments required to be made into the various funds and accounts provided for in the Prior Resolution authorizing the issuance of the Prior Bonds have been made and there is sufficient money in the Debt Service Account of the Electric Fund to pay all principal and interest on all obligations payable from the Net Revenues coming due during the 12-month period next succeeding the issuance of the Series 2016A Bonds. The gross revenues, expenses of operation and maintenance and Net Revenues of the Electric System from all sources for the Audited Fiscal Year immediately preceding the issuance 4 479938v3 JSB EL185-41 of the Series 2016A Bonds, adjusted for such Fiscal Year as permitted by the Prior Resolution are as follows: Audited Fiscal Year Ended 2014 OPERATING REVENUES $32,551,722 OPERATING EXPENSES (27,973,795) OPERATING PROFIT $4,577,927 (Exclusive of Depreciation) ADD:Non-Operating Revenue 375,020 NET REVENUES $4,952,947 The Net Revenues of the Electric System for the Audited Fiscal Year immediately preceding the issuance of the Series 2016A Bonds, adjusted as set forth above, were at least 125% of the average annual principal and interest coming due during the remaining term of the Prior Bonds plus the Series 2016A Bonds computed to February 1, 2036 (the final maturity date of the Prior Bonds). The combined average annual principal and interest requirement for the Series 2016A Bonds and the Prior Bonds and the Series 2016B Bonds, is $780,676.62. Other than the Prior Bonds, the Series 2016A Bonds and the Series 2016B Bonds, the Commission has no other bonds, warrants, certificates or other obligations or evidences of indebtedness of money borrowed for or on account of the Electric System or indebtedness for which the Net Revenues of the Electric System have been appropriated or pledged. 2.04. Sufficiency of Gross Revenues and Net Revenues. The Commission reasonably anticipates that the Gross Revenues to be received during the period for which the Series 2016A Bonds will be outstanding will be more than sufficient to pay all costs of the operation and maintenance of the Electric System and to provide Net Revenues adequate to pay the principal of and interest on the Series 2016A Bonds,the Series 2016B Bonds and the Prior Bonds when due. 2.05. Authorization of Series 2016A Bonds. The Commission is authorized by law to borrow money necessary to finance the Project and to pay the related financing costs and fund the Reserve Account. It is necessary and expedient for the City forthwith to issue its Electric Revenue Bonds, Series 2016A, in the principal amount of$10,000,000. All costs of the Project in excess of the proceeds of the Series 2016A Bonds available for payment of such costs shall be paid from any other funds legally available to the Commission for such purpose. 2.06. Sale of Series 2016A Bonds. The Commission has retained Springsted Incorporated ("Springsted"), as its independent financial advisor for the sale of the Bonds and was therefore authorized to sell the Bonds by private negotiation in accordance with Minnesota Statutes, Section 475.60, Subdivision 2(9) and proposals to purchase the Bonds have been solicited by Springsted. 2.07. Receipt and Acceptance of Proposals. Proposals have been received by the Commission Finance and Office Manager, or designee, at the offices of Springsted on the date hereof pursuant to the Terms of Proposal established for the Bonds and are set forth in Exhibit A. 5 479938v3 JSB EL185-41 The proposal of Wells Fargo Bank, National Association, in Charlotte, North Carolina (the "Purchaser"), to purchase the Bonds in accordance with the Terms of Proposal, at the rates of interest hereinafter set forth, and to pay therefor the sum of$10,121,928.65,plus interest accrued to settlement, is hereby found, determined and declared to be the most favorable proposal received and is hereby accepted and the Bonds are hereby awarded to the Purchaser. The Finance and Office Manager is directed to retain the deposit of the Purchaser and to return to the unsuccessful bidders any good faith checks or drafts. 2.08. Performance of Requirements. All acts, conditions and things which are required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed precedent to and in the valid issuance of the Series 2016A Bonds having been done, existing, having happened and having been performed, it is now necessary to establish the form and terms of the Series 2016A Bonds, to provide security therefor and to issue the Series 2016A Bonds forthwith. Section 3. Security for Series 2016A Bonds. 3.01. Pledge of Net Revenues. From and after their issuance, the principal of and interest on the Series 2016A Bonds, as set forth in Section 5, shall be payable solely from and constitute a parity lien and charge on the respective subaccounts of the Electric Fund, including but not limited to the Debt Service Account, the Reserve Account, and the Net Revenues of the Electric System. 3.02. Reserve Account Requirement. Upon issuance of the Series 2016A Bonds, the Commission shall deposit, from proceeds of the Series 2016A Bonds, in the Reserve Account $657,659.80, so that the balance in the Reserve Account shall be not less than the applicable Reserve Requirement. 3.03. Not General Obligations. The Series 2016A Bonds are not general obligations of the City or the Commission and the full faith and credit and taxing powers of the City are not pledged for their payment. Section 4. Form of Series 2016A Bonds. 4.01. Series 2016A Bond Form. The Series 2016A Bonds shall be prepared in substantially the form attached hereto as Exhibit B: Section 5. Series 2016A Bond Terms Execution and Delivery. 5.01. Maturities, Interest Rates, Denominations, Payment and Dating of Bonds. The City shall forthwith issue and deliver the Series 2016A Bonds which shall be in the denomination of$5,000 each or any integral multiple thereof of a single maturity, shall bear a date of original issue, shall mature on August 1 in the years and amounts set forth below and shall bear interest from date of original issue until paid or duly called for redemption at the rates per annum set forth below: 6 479938v3 JSB EL185-41 Interest Interest Year Amount Rate Year Amount Rate 2019 $410,000 4.00% 2028 $550,000 2.00% 2020 435,000 4.00% 2029 560,000 2.25% 2021 445,000 4.00% 2030 575,000 2.25% 2022 470,000 3.00% 2031 585,000 2.50% 2023 480,000 3.00% 2032 600,000 2.50% 2024 495,000 3.00% 2033 615,000 2.75% 2025 510,000 3.00% 2034 630,000 3.00% 2026 525,000 2.00% 2035 650,000 3.00% 2027 540,000 2.00% 2036 680,000 3.00% As may be requested by the Purchaser, one or more term Series 2016A Bonds may be issued having mandatory sinking fund redemption and final maturity amounts conforming to the foregoing principal repayment schedule and corresponding additions may be made to the provisions of the applicable Series 2016A Bond(s). The Series 2016A Bonds shall be issuable only in fully registered form. The interest thereon and, upon surrender of each Series 2016A Bond, the principal amount thereof, shall be payable by check or draft issued by the Registrar. 5.02. Interest Payment Dates. The Series 2016A Bonds shall bear interest payable semiannually on February 1 and August 1 of each year, commencing February 1, 2017, calculated on the basis of a 360-day year of twelve 30-day months to the person in whose name the Series 2016A Bond is registered in the Bond Register at the close of business on the 15th day of the immediately preceding month,whether or not such day is a business day. 5.03. Optional Redemption. The City may elect on February 1,2025, and on any day thereafter to prepay Bonds due on or after February 1, 2026. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in Section 8 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. 5.04. Application of Proceeds. Immediately upon delivery of the Series 2016A Bonds to the Purchaser, the amount received as accrued interest on the Series 2016A Bonds shall be credited to the Debt Service Account and the remaining proceeds, net of the amount deposited in the Reserve Account pursuant to Section 3.02, shall be deposited in the Project Account and used to pay costs of issuance of the Series 2016A Bonds and costs of financing the Project, as provided in Section 13. Section 6. Registration; Appointment of Registrar; Book-Entry System. 7 479938v3 JSB EL185-41 6.01. Registration. The City, by the Commission, 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 Series 2016A Bonds and the registration of transfers and exchanges of Bonds entitled to be registered,transferred or exchanged. (b) Transfer of Series 2016A Bonds. Upon surrender to the Registrar for transfer of any Series 2016A 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 Series 2016A Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar shall not be obligated to transfer or exchange any Series 2016A Bond which has been selected for redemption. (c) Exchange of Series 2016A Bonds. Whenever any Series 2016A Bond is surrendered by the registered owner for exchange, the Registrar shall authenticate and deliver one or more new Series 2016A Bonds of alike aggregate principal amount and maturity, as requested by the registered owner or the owner's attorney duly authorized in writing. (d) Cancellation. All Series 2016A 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 Series 2016A 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 Series 2016A Bond or separate instrument of transfer is legally authorized. The Registrar shall incur no liability for its 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 Series 2016A Bond is at any time registered in the Bond Register as the absolute owner of such Series 2016A Bond, whether such Series 2016A Bond shall be overdue or not, for the purpose of receiving payment of, or on account of,the principal of and interest on such Series 2016A 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 of the City upon such Series 2016A Bond to the extent of the sum or sums so paid. (g) Taxes Fees and Charges. For every transfer or exchange of Series 2016A Bonds (except for an exchange upon a partial redemption of a Series 2016A Bond), the Registrar may impose upon the owner thereof a charge sufficient to reimburse the 8 479938v3 JSB EL185-41 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 Series 2016A Bonds. In case any Series 2016A Bond shall become mutilated or be lost, stolen or destroyed, the City shall execute and the Registrar shall authenticate and deliver a new Series 2016A Bond of the same series, of like amount, number, maturity date and tenor, in exchange and substitution for and upon cancellation of any such mutilated Series 2016A Bond or in lieu of and in substitution for any such Series 2016A Bond lost, stolen or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith, and, in the case of a Series 2016A Bond lost, stolen or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith, and, in the case of a Series 2016A Bond lost, stolen or destroyed, upon filing with the Registrar of evidence satisfactory to it that such Series 2016A Bond was lost, stolen or destroyed, and of the ownership thereof, and upon furnishing to the Registrar an appropriate bond or indemnity in form, substance and amount satisfactory to it, in which the City, the Commission, and the Registrar shall be named as obligees. All Series 2016A Bonds so surrendered to the Registrar shall be canceled by it and evidence of such cancellation shall be given to the Commission. If the mutilated, lost, stolen or destroyed Series 2016A Bond has already matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new Series 2016A Bond prior to payment. 6.02. Appointment of Initial Registrar. U.S. Bank National Association, in St. Paul, Minnesota, is hereby appointed as the initial 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 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 and shall deliver the Bond Register to the successor Registrar. On or before each principal or interest due date, without further order of this Commission, there shall be transmitted to the Registrar, from amounts on hand in the Debt Service Account available therefore, an amount sufficient to pay all principal and interest then due on the Bonds. 6.03. Initial Issue. The Series 2016A Bonds shall be initially issued in the form of a separate single typewritten or printed fully registered Series 2016A Bond for each of the maturities set forth in this Resolution. Upon initial issuance, the ownership of each such Series 2016A Bond shall be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, and its successors and assigns ("DTC"). Except as provided in this Section, all of the outstanding Series 2016A Bonds shall be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. 6.04. DTC. With respect to Series 2016A Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the City,the Registrar and the Paying Agent shall have no responsibility or obligation to any broker dealers, banks and 9 479938v3 JSB EL185-41 other financial institutions from time to time for which DTC holds Series 2016A Bonds as securities depository (the "Participants") or to any other person on behalf of which a Participant holds an interest in the Series 2016A Bonds, including but not limited to any responsibility Or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the Series 2016A Bonds, (ii) the delivery to any Participant or any other person other than a registered owner of Series 2016A Bonds, as shown by the registration books kept by the Registrar, of any notice with respect to the Series 2016A Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other person, other than a registered owner of Series 2016A Bonds, or any amount with respect to principal of, premium, if any, or interest on the Series 2016A Bonds. The City, the Registrar and the Paying Agent may treat and consider the person in whose name each Series 2016A Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Series 2016A Bond for the purpose of payment of principal, premium and interest with respect to such Series 2016A Bond, for the purpose of registering transfers with respect to such Series 2016A Bonds, and for all other purposes. The Paying Agent shall pay all principal of, premium, if any, and interest on the Series 2016A Bonds only to or on the order of the respective registered owners, as shown in the registration books kept by the Registrar, and all such payments shall be valid and effectual to fully satisfy and discharge the City's obligations with respect to payment of principal of, premium, if any, or interest on the Series 2016A Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Series 2016A Bonds, as shown in the registration books kept by the Registrar, shall receive a certificated Series 2016A Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City of a written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and the words "Cede & Co.," shall refer to such new nominee of DTC; and upon receipt of such a notice, the City shall promptly deliver a copy of the same to the Registrar and Paying Agent, if the Paying Agent is other than the Registrar. 6.05. Transfers Outside Book-Entry System. In the event the City, by resolution of the Commission, determines that it is in the best interests of the persons having beneficial interest in the Series 2016A Bonds that they be able to obtain Series 2016A Bond certificates, the City shall notify DTC, whereupon DTC shall notify the Participants, of the availability through DTC of Series 2016A Bond certificates. In such event the City shall issue, transfer and exchange Series 2016A Bond certificates as requested by DTC and any other registered owners in accordance with the provisions of this Resolution. DTC may determine to discontinue providing its services with respect to the Series 2016A Bonds at any time by giving notice to the City and discharging its responsibilities with respect thereto under applicable law. In such event, if no successor securities depository is appointed, the City shall issue and the Registrar shall authenticate Series 2016A Bond certificates in accordance with this resolution and the provisions hereof shall apply to the transfer, exchange and method of payment thereof. 6.06. Payments to Cede & Co.Notwithstanding any other provision of this resolution to the contrary, so long as any Series 2016A Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Series 2016A Bond and all notices with respect to such Series 2016A Bond shall be made and given, respectively in the manner provided in the representation letter executed by the City and on file with DTC. 10 479938v3 JSB EL185-41 Section 7. Notice of Redemption. At least 30 days before the date set for mandatory redemption of any Series 2016A Bond, the City shall cause notice of such redemption to be mailed to the registered Holder of each Series 2016A Bond to be redeemed, but no defect in or failure to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any Series 2016A Bond not affected by such defect or failure. The notice of redemption shall specify the redemption date, redemption price, the numbers, interest rates and CUSIP numbers of the Series 2016A Bonds to be redeemed and the place at which the Series 2016A Bonds are to be surrendered for payment, which shall be the principal office of the Registrar. Notice of redemption having been given as aforesaid, the Series 2016A Bonds or portions thereof 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 Series 2016A Bonds or portions thereof shall cease to bear interest. Series 2016A Bonds in a denomination larger than $5,000 may be redeemed in part in any integral multiple of$5,000. The Holder of any Series 2016A Bond redeemed in part shall receive, upon surrender of such Series 2016A Bond to the Registrar, one or more new Series 2016A Bonds of the same series in authorized denominations equal in principal amount to the unredeemed portion of the Series 2016A Bond so surrendered. Section 8. Execution, Authentication and Delivery of Series 2016A Bonds. The Series 2016A Bonds shall be prepared under the direction of the Secretary and shall be executed on behalf of the City by the facsimile signatures of the Mayor and the Clerk and on behalf of the Commission by the facsimile signatures of the President and Secretary of the Commission. In case any officer whose signature appears on the Series 2016A Bonds shall cease to be such officer before the delivery of any Series 2016A Bond, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. Notwithstanding such execution, no Series 2016A Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless a certificate of authentication on such Series 2016A Bond has been executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Series 2016A Bonds need not be signed by the same representative. The executed certificate of authentication on each Series 2016A Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. When the Series 2016A Bonds have been so executed and authenticated, they shall be delivered to the original purchaser thereof 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. Section 9. Electric Fund and Accounts. 9.01. Electric Fund. For the convenient and proper administration of the Electric System, including the revenues thereof and proceeds of the Bonds, and to make adequate and specific security to the purchaser and Holders of the Bonds from time to time, the Commission agrees that there shall continue to be maintained on the books and records of the City so long as any Bonds are Outstanding a separate bookkeeping account designated the Electric Fund. Within the Electric Fund there shall be maintained the separate accounts and subaccounts 11 479938v3 JSB EL185-41 described in this section, or in lieu thereof there may be maintained the required balances as undesignated components of the Electric Fund. 9.02. Operating Account. There shall be credited to the Operating Account all Gross Revenues as received. There shall be paid from the Operating Account when due all reasonable, necessary, and current Operating Expenses of the Electric System. All money on hand in the Operating Account as of the first day of each month in excess of the sum of (i) Operating Expenses then due and payable and to become due and payable during such calendar month,plus (ii) the Operating Reserve Requirement, shall constitute Net Revenues and shall be credited to other accounts in the Electric Fund as provided in Sections 9.03, 9.04 and 9.05. 9.03. Debt Service Account. Upon delivery of the Series 2016A Bonds, the Commission shall credit to the Debt Service Account, from the proceeds of the Series 2016A Bonds, the accrued interest, if any, received from the Purchaser of the Series 2016A Bonds. As of the first day of each month there shall be credited to the Debt Service Account out of the Net Revenues on hand in the Operating Account an amount equal to not less than 1/6 of the interest due within the next six months on all Outstanding Bonds and 1/12 of the principal due within the next 12 months on all Outstanding Bonds; provided that the Commission shall be entitled to reduce a monthly apportionment by the amount of any surplus previously credited and then on hand in the Debt Service Account. Money on hand in the Debt Service Account shall be disbursed only to pay principal of and interest on the Outstanding Bonds when due; provided that on any date when the amount then on hand in the Debt Service Account plus the amount in the Reserve Account allocable to a series of Bonds, is sufficient with other money available for the purpose to pay or discharge all Bonds of that series and the interest accrued thereon in full, it may be used for that purpose. If any payment of principal of or interest on the Outstanding Bonds becomes due when money in the Debt Service Account is temporarily insufficient therefor, an amount equal to such deficiency shall be transferred thereto from the Reserve Account or the Repair and Replacement Account, in that order. 9.04. Reserve Account. Upon delivery of the Series 2016A Bonds the Commission shall credit to the Reserve Account from the proceeds of the Series 2016A Bonds, the sum of $657,659.80. If the balance in the Reserve Account is ever less than the applicable Reserve Requirement, as of the first day of each month all Net Revenues in the Operating Account remaining after the required credit to the Debt Service Account shall be credited to the Reserve Account until the balance therein equals the Reserve Requirement. If the balance in the Reserve Account has not been restored to the Reserve Requirement from transfers of Net Revenues within six months of the deficiency, the Commission shall transfer to the Reserve Account from the Repair and Replacement Account, an amount sufficient to restore the balance therein to the Reserve Requirement. If, on any date on which principal or interest is due on the Outstanding Bonds, the balance then on hand in the Debt Service Account is not sufficient to pay such principal and interest in full, the Commission shall immediately transfer from the Reserve Account to the Debt Service Account an amount equal to such deficiency. 12 479938v3 JSB EL185-41 If any Additional Bonds are issued, the Commission shall, upon issuance of the Additional Bonds, increase the balance in the Reserve Fund to the Reserve Requirement, calculated after giving effect to the issuance of such Additional Bonds. Money held in the Reserve Account shall be used only to pay maturing principal and interest when money in the Debt Service Account is insufficient therefor. If at any time the balance in the Reserve Account exceeds the Reserve Requirement, the Commission shall transfer such excess to the Debt Service Account. If an entire issue of Bonds shall have been paid in full in accordance with its terms or defeased within the meaning of Section 16 of this Resolution, the Reserve Requirement shall be reduced to that level thereof which would apply had said issue of Bonds, or said obligation of that Bond, as the case may be, never been issued; provided, however, that any such reduction shall be subject to the condition that there shall not at the time be a default continuing with respect to the payment of or security for any Bond or a default continuing under any resolution, indenture or other document pursuant to which any Bonds were issued. 9.05. Repair and Replacement Account. The Repair and Replacement Account has heretofore been established as a separate account within the Electric Fund and there shall be credited to the Repair and Replacement Account from the Operating Account, on the 1st day of each month, such portion of the Net Revenues, in excess of the current requirements of the Debt Service Account and the Reserve Account (which portion of the Net Revenues is referred to herein as "surplus revenues"), as the Commission shall determine to be required for replacement or renewal of worn out, obsolete or damaged properties and equipment of the Electric System. Money in the Repair and Replacement Account shall be used only for the purposes above stated or, if so directed by the Commission, to pay Operating Expenses, to redeem Bonds which are subject to redemption according to their terms, to pay principal or interest when due thereon as required in Section 9.03, to restore a deficiency in the Reserve Account, or to pay the cost of improvements to the Electric System; provided that in the event additional improvements or additions to the Electric System are financed other than from Bonds payable from the Debt Service Account, surplus revenues from time to time received may be segregated and paid into one or more separate and additional accounts for the repayment of such indebtedness and interest thereon, in advance of payments required to be made into the Repair and Replacement Account. 9.06. Deposit and Investment of Funds. The Commission shall cause all money pertaining to the Electric Fund to be deposited as received with one or more depository banks. The balance in such accounts, except such portion thereof as shall be guaranteed by federal deposit insurance, shall at all times be secured to its full amount by bonds or securities of the types authorized by applicable laws. Any such money not necessary for immediate use may be deposited with such depository banks in savings or time deposits. No money shall at any time be withdrawn from such deposit accounts except for the purposes of the Electric Fund as authorized in this Resolution, except that money from time to time on hand in the Electric Fund may at any time, in the discretion of the Commission, be deposited or invested in accounts or securities which are permitted by applicable laws of the State. Except as otherwise expressly provided herein, income received from the deposit or investment of money in said accounts shall be credited to the account from which the deposit was made or the investment was purchased, and handled and accounted for in the same manner as other money in that account. 13 479938v3 JSB EL185-41 Section 10. Additional Bonds. Additional Bonds shall be issued and made payable from the Net Revenues of the Electric System only as provided in this section. One or more series of Additional Bonds may be issued on a parity of lien with the Outstanding Bonds, if (except as otherwise provided in this Section 10)the Net Revenues of the Electric System for the Audited Fiscal Year immediately preceding the issuance of such Additional Bonds, adjusted as hereinafter provided, were not less than 125% of the average annual principal and interest due on all Outstanding Bonds and on the Additional Bonds to be issued, during the remaining term of the Outstanding Bonds. No Additional Bonds shall be issued unless each of the following conditions is satisfied prior to the issuance thereof, such satisfaction to be shown by a certificate of the President of the Commission and the resolution authorizing the issuance thereof: (a) The payments required to be made (at the time of the issuance of such Additional Bonds) into the various accounts provided for in this Resolution have been made. (b) The resolution authorizing such Additional Bonds provides for payment to the Reserve Account upon delivery of such Additional Bonds, from the proceeds thereof or any other source, of an amount necessary to cause the aggregate balance in the Reserve Account to equal the Reserve Requirement. (c) The proceeds of such Additional Bonds shall be used only for the purpose of making improvements, additions, extensions, renewals or replacements to the Electric System, or refunding bonds payable from the Debt Service Account. For purposes of the coverage test set forth above, the Net Revenues for the last Audited Fiscal Year immediately preceding the issuance of such Additional Bonds, may be adjusted for such Fiscal Year as follows: (1)the Gross Revenues for such Audited Fiscal Year may be increased to reflect the Gross Revenues which would have been received had any rate increase placed in effect after the commencement of the Audited Fiscal Year been in effect for the entire Audited Fiscal Year; and (2) by including the additional revenues reasonably determined by the Commission to be likely to result from the acquisition and construction of the facilities to be financed by such Additional Bonds, provided that the debt service on the proposed Additional Bonds is funded until the estimated date of completion of such facilities. The Commission also reserves the right to cause the issuance of Additional Bonds if and to the extent needed to refund maturing Bonds payable from the Debt Service Account in case the money on hand therein is insufficient to pay the same at maturity, which refunding revenue bonds may be on a parity with the Outstanding Bonds, but shall mature subsequent to all Outstanding Bonds which are not to be refunded by such Additional Bonds. The Commission also reserves the right to cause the issuance of Additional Bonds payable on a parity as to both principal and interest with the Outstanding Bonds to refund Bonds if the maximum amount of principal and interest payable on the Outstanding Bonds and such Additional Bonds in the then current or any future calendar year is not increased by more than 5%. 14 479938v3 JSB ELI85-41 Section 11. Priority of Payments. If the money on hand in the Debt Service Account shall be insufficient at any time to pay the principal then due and interest then accrued on all Bonds payable therefrom, said money shall first be applied to the payment pro rata of the accrued interest on all Bonds, and any balance shall be applied first in payment of maturing principal; as between Bonds having different maturity dates, the principal of earlier maturing Bonds shall be paid first; and as between Bonds maturing on the same date, the principal of Bonds shall be paid pro rata. Section 12. Covenants. For the protection of the Holders of the Bonds, the City and the Commission hereby covenant and agree to and with the Holders thereof from time to time as follows: (a) They will at all times adequately maintain and efficiently operate the Electric System. They will from time to time make all needful and proper repairs, replacements, additions and betterments to the equipment and facilities of the Electric System so that it may at all times be operated properly and advantageously and so that the value and efficiency of the facilities shall be at all times fully maintained and its revenues unencumbered by reason thereof. (b) In order to ensure the efficient and economical operation of the Electric System and the proper maintenance thereof, the Commission on behalf of the City will employ an experienced manager to operate and maintain the Electric System. Such manager shall be employed on a full-time basis and the compensation shall be paid as an operating expense of the Electric System. (c) The rates for all service and the charges for all electricity and services supplied by the Electric System to the City and its residents and to all consumers shall be reasonable and just,taking into account the cost and value of the Electric System,the cost of maintaining and operating the Electric System and the proper and necessary allowances for depreciation and amounts required for the payment of principal and interest on the bonds payable from the Net Revenues. Charges to all customers shall be uniform for all users of the same class. The Commission on behalf of the City will bill its customers and the City on a monthly basis and, subject to the requirements of State law, will discontinue service to any customer whose bill remains unpaid 30 days following the mailing of such bill and service will not be restored until the bill and any penalties have been paid in full. (d) They will establish, maintain and collect such charges and rates as will produce revenues sufficient to pay the reasonable cost of operation and maintenance of the Electric System and to produce, in each Fiscal Year, Net Revenues at least equal to 110% of the annual interest and principal requirements of the Outstanding Bonds in such Fiscal Year. Such rates and charges will be increased from time to time whenever necessary to carry out the obligations of this Resolution. (e) The City and the Commission will not sell, lease, mortgage, or in any manner dispose of all or substantially all of properties of the Electric System until all of the Outstanding Bonds have been paid in full; provided, however, that the City or the 15 479938v3 JSB EL185-41 Commission may sell the Electric System as a whole if, simultaneously with the sale of the Electric System, there is deposited with the Registrar the amount necessary to retire all of the Outstanding Bonds payable from the revenues of the Electric System, including interest to accrue to the date when the Outstanding Bonds are callable, or if the Outstanding Bonds are then called in accordance with their terms, to the date of redemption. This covenant shall not be construed to prevent the sale by the City or the Commission at fair market value of real estate, equipment or other non-revenue- producing properties which in the judgment of the City or the Commission and a consulting engineer have become unnecessary, uneconomical or inexpedient to use in connection with the Electric System, provided suitable facilities are obtained in place thereof and any cash balance from the transaction is deposited in the Electric Fund. (f) They will procure and keep in force insurance upon the properties of the Electric System of a kind and in an amount which would normally be carried by private companies in a like business, including public liability insurance, with an insurer or insurers in good standing, and will keep in full force and effect fiduciary bonds on employees in charge of the Electric System. In the event of any loss, the proceeds from such insurance (including liability insurance) or bonds shall be used to make good such loss or to repair or restore the Electric System. Insurance premiums shall be paid as a cost of operation. The proceeds of insurance, except the proceeds of public liability insurance, received by the Commission or the City, shall be placed in the Electric Fund. (g) The Commission, on behalf of the City, shall cause to be kept proper books, records and accounts adapted to the Electric System, separate from other accounts of the City and shall cause such books, records and accounts to be audited at the end of each Fiscal Year by a qualified firm of public accountants. The expense of preparing such audit shall be paid as a current operating expense of the Electric System. In addition to whatever other matters are included in the audit, each such audit shall include the following: (1) A statement in detail of the income and expenditures of the Electric System and the component systems thereof for each such Fiscal Year. (2) A balance sheet as of the end of each such Fiscal Year. (3) The accountants' comments, if any, regarding the manner in which the Commission and the City have carried out the requirements of this Resolution and their recommendations for any changes or improvements in the operation of the Electric System. (4) The disposition of any Bond proceeds during such Fiscal Year, and the amount of Outstanding Bonds at the end of each Fiscal Year. The Holders of the Outstanding Bonds shall have the right at all reasonable times to inspect the Electric System and the books, records, accounts and data relating thereto. The Commission agrees to furnish copies of such audit to any Holder who holds Outstanding Bonds upon request within ninety days after the close of each Fiscal Year. 16 479938v3 JSB EL185-41 (h) They will faithfully and punctually perform all duties with respect to the Electric System required by the Constitution and laws of the State and this Resolution. Section 13. Project Account. 13.01. There is hereby established within the Electric Fund a Project Account, into which the Commission shall deposit the proceeds of the Series 2016A Bonds, net of amounts deposited in the Debt Service Account and the Reserve Account, as provided in Section 9 hereof Moneys on deposit in the Project Account may be disbursed by the Commission to pay costs of issuance of the Series 2016A Bonds and costs of the Project. Pending such disbursement, moneys on deposit in the Project Account may be invested in Government Obligations maturing or subject to redemption at the option of the holder thereof not later than the date on which such moneys are expected to be needed. Section 14. Amendments. The provisions of this Resolution shall constitute a contract between the City, the Commission and the Holders of the Outstanding Bonds and after the issuance of any of the Series 2016A Bonds, no change, variation or alteration of any kind in the provisions of this Resolution shall be made in any manner, except as herein provided, until such time as all of the Series 2016A Bonds and interest thereon have been paid in full. However, the Holders of a majority in principal amount of the Outstanding Bonds shall have the right to consent to, and approve the adoption of resolutions or other proceedings modifying or amending any of the terms or provisions contained in this Resolution, except that without the consent of 100% of the Holders of Outstanding Bonds this Resolution shall not be modified or amended in any manner that may adversely affect the rights of any Holders of the Outstanding Bonds or reduce the percentage of the number of Holders whose consent is required to effect a further modification. Section 15. Defeasance. When any Series 2016A Bond has been discharged as provided in this section, all pledges, covenants and other rights granted by this Resolution to the Holder of such Series 2016A Bond shall cease, and such Series 2016A Bond shall no longer be deemed to be Outstanding under this Resolution. The obligations with respect to any Series 2016A Bond which is due on any date may be discharged by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full; or, if any Series 2016A 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 to the date of such deposit. The obligations with respect to any Series 2016A Bond which is subject to redemption according to its terms may also be discharged by depositing with the Registrar on or before that date an amount equal to the principal, interest and redemption premium, if any, which will then be due, provided that notice of such redemption has been duly given or provided for. The obligations with respect to any Series 2016A Bonds may also be discharged at any time, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with the Registrar or any bank qualified by law as an escrow agent for this purpose, cash or Government Obligations which are authorized by law to be so deposited, bearing interest payable at such times and at such rates and maturing on such dates as shall be required to pay all principal, interest and redemption premiums to become due on the Series 2016A Bonds to their maturity or redemption date, provided that if any of such Series 2016A Bonds are to be redeemed, notice of redemption has been given or provided for, and provided 17 479938v3 JSB EL185-41 that such defeasance shall not impair the exemption of interest on any Series 2016A Bonds from federal income taxation. Section 16. Compliance With Reimbursement Bond Regulations. The provisions of this section are intended to establish and provide for the Commission's compliance with United States Treasury Regulations Section 1.150-2 (the "Reimbursement Regulations") applicable to the "reimbursement proceeds" of the Series 2016A Bonds, being those portions thereof which will be used by the Commission to reimburse itself for any expenditure which the Commission paid or will have paid prior to the Closing Date (a"Reimbursement Expenditure"). The Commission hereby certifies and/or covenants as follows: (a) Not later than 60 days after the date of payment of a Reimbursement Expenditure, the City or the Commission (or person designated to do so on behalf of the City or the Commission) has made or will have made a written declaration of the Commission's official intent (a "Declaration") which effectively (i) states the Commission's reasonable expectation to reimburse itself for the payment of the Reimbursement Expenditure out of the proceeds of a subsequent borrowing; (ii) gives a general and functional description of the property, project or program to which the Declaration relates and for which the Reimbursement Expenditure is paid, or identifies a specific fund or account of the Commission and the general functional purpose thereof from which the Reimbursement Expenditure was to be paid (collectively the "Project"); and (iii) states the maximum principal amount of debt expected to be issued by the Commission for the purpose of financing the Project; provided, however, that no such Declaration shall necessarily have been made with respect to: (i) "preliminary expenditures" for the Project, defined in the Reimbursement Regulations to include engineering or architectural, surveying and soil testing expenses and similar prefatory costs, which in the aggregate do not exceed 20% of the "issue price" of the Series 2016A Bonds, and (ii) a de minimis amount of Reimbursement Expenditures not in excess of the lesser of$100,000 or 5%of the proceeds of the Series 2016A Bonds. (b) Each Reimbursement Expenditure is a capital expenditure or a cost of issuance of the Series 2016A Bonds or any of the other types of expenditures described in Section 1.150-2(d)(3) of the Reimbursement Regulations. (c) The "reimbursement allocation" described in the Reimbursement Regulations for each Reimbursement Expenditure shall and will be made forthwith following (but not prior to) the issuance of the Series 2016A Bonds and in all events within the period ending on the date which is the later of three years after payment of the Reimbursement Expenditure or one year after the date on which the Project to which the Reimbursement Expenditure relates is first placed in service. (d) Each such reimbursement allocation will be made in a writing that evidences the Commission's use of Bond proceeds to reimburse the Reimbursement Expenditure and, if made within 30 days after the Series 2016A Bonds are issued, shall be treated as made on the day the Series 2016A Bonds are issued. 18 479938v3 JSB EL185-41 Provided, however,that the Commission may take action contrary to any of the foregoing covenants in this section upon receipt of an opinion of its Bond Counsel for the Series 2016A Bonds stating in effect that such action will not impair the tax-exempt status of the Series 2016A Bonds. Section 17. Continuing Disclosure. With respect to the continuing disclosure requirements under Rule 15c2-12(b)(5) (the "Rule") of the Securities and Exchange Commission, on the date of actual issuance and delivery of the Series 2016A Bonds, the Commission and the City will execute and deliver a Continuing Disclosure Certificate (the "Undertaking") whereunder the Commission and the City will covenant to provide certain information specified in the Undertaking. The proposed form of the Undertaking which has been submitted to the Commission for its consideration is hereby approved, and the President and Secretary of the Commission and the Mayor and Clerk of the City, or any other officer of the Commission or the City authorized to act in their place (the "Officers") are hereby authorized to execute and deliver that Undertaking in the proposed form or in such final form thereof reflecting such modifications thereof as are consistent with the Rule, requested by the Purchasers of the Series 2016A Bonds and acceptable to the Officers who shall execute the Undertaking (which consent shall be conclusively evidenced by their execution and delivery thereof). The Undertaking, as so executed and delivered by the Officers, shall be as much a part of this Resolution as if set forth in full herein and shall be for the benefit of the owners from time to time of the Series 2016A Bonds. Section 18. Records and Certificates. The officers of the Commission and the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Series 2016A Bonds, certified copies of all proceedings and records of the Commission and the City relating to the Series 2016A Bonds and to the financial condition and affairs of the Commission and the City, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Series 2016A Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the Commission and the City as to the facts recited therein. Section 19. Negative Covenant as to Use of Bond Proceeds and Project. The Commission and the City hereby covenant not to use the proceeds of the Series 2016A Bonds or to use the Project, or to cause or permit them to be used, or to enter into any deferred payment arrangements for the cost of the Project, in such a manner as to cause the Series 2016A Bonds to be "private activity bonds"within the meaning of Sections 103 and 141 through 150 of the Code. Section 20. Tax-Exempt Status of the Series 2016A Bonds; Rebate. The Commission and the City 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 Series 2016A Bonds, including without limitation (a) requirements relating to temporary periods for investments, (b) limitations on amounts invested at a yield greater than the yield on the Series 2016A Bonds, and (c)the rebate of excess investment earnings to the United States. 19 479938v3 JSB EL185-41 Section 21. Designation of Qualified Tax-Exempt Obligations. In order to qualify the Series 2016A Bonds as "qualified tax exempt obligations" within the meaning of Section 265(b)(3) of the Code, the Commission hereby makes the following factual statements and representations: (a) the Series 2016A Bonds are issued after August 7, 1986; (b) the Series 2016A Bonds are not "private activity bonds" as defined in Section 141 of the Code; (c) the aggregate face amount of the issue of the Series 2016A Bonds is not greater than$10,000,000; (d) the Commission hereby designates the Series 2016A Bonds as "qualified tax exempt obligations"for purposes of Section 265(b)(3) of the Code; (e) the reasonably anticipated amount of tax exempt obligations (other than private activity bonds, treating qualified 501(c)(3) bonds as not being private activity bonds) which will be issued by the City (and all entities treated as one issuer with the City, and all subordinate entities whose obligations are treated as issued by the City) during this calendar year 2016 will not exceed $10,000,000; and (f) not more than $10,000,000 of obligations issued by the City during this calendar year 2016 have been designated for purposes of Section 265(b)(3) of the Code. The Commission shall use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designation made by this section. Section 22. Official Statement. The Official Statement relating to the Series 2016A Bonds, prepared and distributed by Springsted is hereby approved and the officers of the Commission are authorized in connection with the delivery of the Series 2016A Bonds, to sign such certificates as may be necessary with respect to the completeness and accuracy of the Official Statement. Section 23. Effective Date. This Resolution, having been concurred in by the City Council by resolution adopted May 16, 2016, shall be effective immediately. 20 479938v3 JSB EL185-41 STATE OF MINNESOTA COUNTY OF SHERBURNE ELK RIVER MUNICIPAL UTILITIES COMMISSION 1, the undersigned, being the duly qualified and acting Secretary of the Elk River Municipal Utilities Commission of the City of Elk River, Minnesota, DO HEREBY CERTIFY that I have carefully compared the attached and foregoing extract of minutes of a meeting of the Board of Commissioners, held on the date therein indicated, with the original thereof on file and of record in my office and that the same is a full, true and complete transcript insofar as the same relates to the $9,755,000 Electric Revenue Bonds, Series 2016A of the City of Elk River, Minnesota. WITNESS my hand on June H , 2016. Secretary Elk River Municipal Utilities Commission 21 479938v3 JSB ELI 85-41 EXHIBIT A BIDS Springsted Incorporated Springsted 380 Jackson Street,Suite 300 Saint Paul,MN 55101-2887 Tel:651-223.3000 Per 651-223-3002 Email:advisors§sprmgstedsom mwr.springsted.com $1 0,000,0000) CITY OF ELK RIVER,MINNESOTA ELECTRIC REVENUE BONDS,SERIES 2016A (BOOK ENTRY ONLY) AWARD; WELLS FARGO BANK,NATIONAL ASSOCIATION SALE: June 14,2016 Moody's Rating: Aa3 Interest Net Interest True Interest Bidder Rates Price Cost Rate WELLS FARGO BANK, 4.00% 2019-2021 $10,382,953.30(4 S2,770,588.12( 2.3168%0) NATIONAL ASSOCIATION 3.00% 2022-2025 2.00% 2026-2028 2.25% 2029-2030 2.50% 2031-2032 2.75% 2033 3.00% 2034-2036 PIPER JAFFRAY&CO. 3.00% 2019-2036 $10,598,916.00 $2,903,200.67 2,3942% (a) Subsequent to bid opening,the issue size decreased from 810,000,000 to$6,755,000. (b) Subsequent to be opening,the price,net interest cost,and true interest rate have changed to$10,121,928,65,$2,725,283_09,and 2.3191%,respectively. Public Sector Advisors A-1 479938v3 JSB EL185-41 Interest Net Interest True Interest Bidder Rates Price Cost Rate ROBERT W.BAIRD&COMPANY, 2.00% 2019-2023 $10,282,907.05 $2,907,530.24 2.4346% INCORPORATED 4.00% 20242025 C.L.KING&ASSOCIATES WMBE 2.00% 2026-2028 CRONIN&CO.,INC. 2.25% 2029 VINING-SPARKS IBG, 2.50% 2030 LIMITED PARTNERSHIP 2.75% 2031 EDWARD JONES 3.00% 2032-2036 SAMCO CAPITAL MARKETS COASTAL SECURITIES, INC. WNJ CAPITAL CREWS&ASSOCIATES, INC. DAVENPORT&CO.L.LC. DUNCAN-WILLIAMS,INC. ROSS;SINCLAIRE&ASSOCIATES,LLC DOUGHERTY&COMPANY,LLC LOOP CAPITAL MARKETS BERNARDI SECURITIES,INC. COUNTRY CLUB BANK OPPENHEIMER&CO. SUMRIDGE PARTNERS R.SEELAUS&COMPANY.,INC. SIERRA PACIFIC SECURITIES ISAAK BOND INVESTMENTS, INC ALAMO CAPITAL WMBE IFS SECURITIES RAFFERTY CAPITAL MARKETS FIRST EMPIRE SECURITIES UMB BANK,N.A. W.H. MELL ASSOCIATES WAYNE HUMMER&CO. FMS BONDS INC. RAYMOND JAMES&ASSOCIATES, INC. 2.00% 2019-2029 $10,166,689.90 $2902,687.04 2.4387% 3.00% 2030-2036 STIFEL,NICOLAUS&COMPANY, 3.00% 2019-2036 $10,491,341.75 $3,010,774.92 2.4995% INCORPORATED BANK OF AMERICA MERRILL LYNCH 3.00% 2019-2026 $10,391,376.40 $2,998,741.62 2.5021% 2.00% 2027 2.125% 2028 3.00% 2029-2036 A-2 479938v3 JSB EL185-41 REOFFERING SCHEDULE OF THE PURCHASER Rate Year Yield 4.00% 2019 1.00% 4.00% 2020 1.15% 4.00% 2021 1.25% 3.00% 2022 1.35% 3.00% 2023 1.45% 3.00% 2024 1.55% 3.00% 2025 1.65% 2.00% 2026 1.75% 2.00% 2027 1.85% 2.00% 2028 1.95% 2.25% 2029 2.05% 2.25% 2030 2.15% 2.50% 2031 2.25% 2.50% 2032 2.35% 2.75% 2033 2.45% 3.00% 2034 2.55% 3.00% 2035 2.60% 3.00% 2036 2.65% BBI: 3.18% Average Maturity: 11.674 Years A-3 479938v3 JSB EL185-41 EXHIBIT B UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF SHERBURNE CITY OF ELK RIVER ELECTRIC REVENUE REFUNDING BOND, SERIES 2016A No. $ Interest Rate Maturity Date Date of Original Issue CUSIP August 1, , 2016 REGISTERED OWNER: CEDE& CO. PRINCIPAL AMOUNT: THE CITY OF ELK RIVER, Sherburne County, Minnesota (the "City"), acknowledges itself to be indebted and, for value received, hereby promises to pay to the registered owner specified above, or registered assigns, the principal amount specified above, on the maturity date specified above, with interest thereon from the date of original issue specified above or from the most recent interest payment date to which interest has been paid or duly provided for, at the annual rate specified above. Interest hereon is payable on February 1 and August 1 in each year, commencing February 1, 2017, to the person in whose name this Series 2016A Bond is registered at the close of business on the 15th day (whether or not a business day) of the immediately preceding month. The principal of and premium, if any, on this Series 2016A Bond are payable upon presentation and surrender hereof at the principal office of U.S. Bank National Association, in St. Paul, Minnesota (the "Bond Registrar"), acting as paying agent, or any successor paying agent duly appointed by the City. Interest on this Series 2016A Bond will be paid on each Interest Payment Date by check or draft mailed to the person in whose name this Series 2016A Bond is registered (the "Holder" or"Bondholder") on the registration books of the City maintained by the Bond Registrar and at the address appearing thereon at the close of business on the 15th day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the Special Record Date) fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less than 10 days prior to the Special Record Date. The principal of and premium, if any, and interest on this Series 2016A Bond are payable in lawful money of the United States of America. So long as this Series 2016A Bond is registered in the name of the Depository or its Nominee as provided in the Resolution hereinafter described, and as those terms are defined therein, payment of principal of, premium, if any, and interest on this Series 2016A Bond and notice with respect thereto shall be 479938v3 JSB EL185-41 B-1 made as provided in the Letter of Representations, as defined in the Resolution, and surrender of this Series 2016A Bond shall not be required for payment of the redemption price upon a partial redemption of this Series 2016A Bond. Until termination of the book-entry only system pursuant to the Resolution, Series 2016A Bonds may only be registered in the name of the Depository or its Nominee. This Series 2016A Bond is one of an issue (the "Series 2016A Bonds") in the aggregate principal amount of $9,755,000, issued pursuant to a resolution adopted by the Elk River Municipal Utilities Commission (the "Commission") on June 14, 2016 (the "Resolution"), to provide funds to finance a portion of the costs of the acquisition of the Commissioner's membership interest in the Minnesota Municipal Power Association in connection with the City's electric system (the "Electric System") 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, Chapter 475 and Sections 412.321 through 412.391. This Series 2016A Bond and the interest thereon are payable solely from Net Revenues, as defined in the Resolution, of the Electric System which have been pledged to the payment thereof, and are issued on a parity of lien with the pledge of Net Revenues to the $2,030,000 original principal amount of Electric Revenue Bonds, Series 20014A, dated March 13, 2014, (the "Prior Bonds") and to the $1,370,000 original principal amount of Electric Revenue Refunding Bonds, Series 2016B dated July 14, 2016 (the "Series 2016A Bonds"). The Series 2016A Bonds do not constitute a debt of the City within the meaning of any constitutional or statutory limitation of indebtedness, and the full faith and credit and taxing power of the City are not pledged to the payment of the principal of or interest on the Series 2016A Bonds. Additional Bonds may be issued, which are payable on a parity of lien from the Net Revenues of the Electric System, upon the terms and conditions provided in the Resolution. The City may elect on February 1,2025, and on any date thereafter to prepay Bonds due on or after February 1, 2026. Redemption may be in whole or in part and if in part, at the option of the City and in such order as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify The Depository Trust Company ("DTC") of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. The Series 2016A Bonds are issuable solely in fully registered form in Authorized Denominations (as defined in the Resolution) and are exchangeable for fully registered Series 2016A Bonds of other Authorized Denominations in equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar. This Series 2016A Bond is transferable by the Holder in person or the Holder's attorney duly authorized in writing at the principal office of the Bond Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the City contained in any agreement with the Bond 479938v3 JSB EL185-41 B-2 Registrar. Thereupon the City and the Commission shall execute and the Bond Registrar shall authenticate and deliver, in exchange for this Series 2016A Bond, one or more new fully registered Series 2016A Bonds in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of an Authorized Denomination or Denominations, in aggregate principal amount equal to the principal amount of this Series 2016A Bond, of the same maturity and bearing interest at the same rate. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Series 2016A Bond and any legal or unusual costs regarding transfers and lost Series 2016A Bonds. The City, the Commission and the Bond Registrar may treat the person in whose name this Series 2016A Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except as otherwise provided herein with respect to the Record Date) and for all other purposes, whether or not this Series 2016A Bond shall be overdue, and neither the City,the Commission nor the Bond Registrar shall be affected by notice to the contrary. This Series 2016A Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Bond Registrar. The Series 2016A Bonds have been designated as "qualified tax-exempt obligations" pursuant to the provisions of Section 265(b) of the Internal Revenue Code of 1986, as amended. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that the City, through the Commission, has fixed and established and will collect reasonable rates and charges for the services and facilities provided by the Electric System; that the City, through the Commission, will maintain on its books and records an Electric Fund, and will credit to the Operating Account of the Electric Fund the Gross Revenues of the Electric System as received and pay all Operating Expenses therefrom, and will credit to the Debt Service Account, once each month, out of Net Revenues then on hand, an amount equal to 1/12 of all principal payable on the Bonds (as defined in the Resolution) during the next 12 months and 1/6 of the interest payable on the Bonds (as defined in the Resolution) in the next 6 months, and will credit to the Reserve Account an amount necessary to maintain therein a balance equal to the Reserve Requirement (as defined in the Resolution); that the obligation to credit such amounts to such accounts is cumulative, and if in any month the money in the Electric Fund is insufficient to credit the required amount into any account, the deficiency shall be made up in the following month or months after payment to all other accounts having a claim on such revenues has been paid in full; that the City, through the Commission, will impose and collect such rates and charges as necessary to provide in each Fiscal Year Net Revenues at least equal to one hundred ten percent of the annual principal and interest payable on all bonds payable from the Debt Service Account in such Fiscal Year; that all provisions for the security of the Series 2016A Bonds set forth in the Resolution will be punctually and faithfully performed as therein stipulated; that all acts, conditions and things required by the Constitution and laws of the State of Minnesota, and the ordinances and resolutions of the City and the Commission to be done, to exist, to happen, and to be performed in order to make this Series 2016A Bond a valid and binding special obligation of the City according to its terms have been done, do exist, have 479938v3 JSB EL185-41 B-3 happened and have been performed as so required; and that the issuance of this Series 2016A Bond does not cause the indebtedness of the City to exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the City of Elk River, Sherburne County, State of Minnesota, by the Commission, has caused this Series 2016A Bond to be executed by the signatures of the President and Secretary of the Commission and the Mayor and Clerk of the City and has caused this Series 2016A Bond to be dated as of the Date of Original Issue set forth above. Date of Registration: Registrable by: U.S. BANK NATIONAL ASSOCIATION Payable at: U.S. BANK NATIONAL ASSOCIATION CITY OF ELK RIVER, SHERBURNE COUNTY,MINNESOTA BOND REGISTRAR'S CERTIFICATE OF /s/Facsimile AUTHENTICATION Mayor This Series 2016A Bond is one of the Series 2016A Bonds described in the /s/Facsimile Resolution mentioned within. Clerk U.S. Bank National Association, in St. ELK RIVER MUNICIPAL UTILITTFS COMMISSION, Paul,Minnesota SHERBURNE COUNTY, MINNESOTA Bond Registrar /s/Facsimile President By: Authorized Signature /s/Facsimile Secretary 479938v3 JSB EL185-41 B-4 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Series 2016A Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM --as tenants in common UTMA as Custodian for (Cult) (Minor) under Uniform Transfers to Minors Act (State) TEN ENT--as tenants by the entireties JT TEN--as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Series 2016A Bond and does hereby irrevocably constitute and appoint attorney to transfer the Series 2016A Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Series 2016A Bond in every particular, without alteration or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges or any other "Eligible Guarantor Institution" as defined in 17 CFR 240.17 Ad-15(a)(2). 479938v3 JSB EL185-41 B-5 The Bond Registrar will not effect transfer of this Series 2016A Bond unless the information concerning the transferee requested below is provided. Name and Address: (Include information for all joint owners if the Series 2016A Bond is held by joint account.) PREPAYMENT SCHEDULE This Series 2016A Bond has been prepaid in part on the date(s) and in the amount(s) as follows: AUTHORIZED SIGNATURE DATE AMOUNT OF HOLDER 479938v3 JSB EL185-4I B-6