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5.2b ERMUSR 04-13-2021TEMPLATE RESOLUTION EXTRACT OF MINUTES OF MEETING OF THE ELK RIVER MUNICIPAL UTILITIES COMMISSION HELD: April 13,2021 Pursuant to due call and notice thereof, a specialmeeting of the Elk River Municipal Utilities Commission, was duly held in the Elk River Fire Station EOC Conference Room, 13073 Orono Parkway in said Cityon the 13thday ofApril,2021, at 3:30P.M.,for the purpose, in part, ofawarding the sale of$12,620,000Electric Revenue Bonds, Series 2021B. The following members were present: and the following were absent: Member _______________ introduced the following resolution and moved its adoption: RESOLUTION AWARDINGTHE ISSUANCE AND SALE OF $12,620,000ELECTRIC REVENUE BONDS, SERIES 2021BAND 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 meaningsassigned 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. Accountantmeans a Person engaged in the practice of accounting, retained by the Commission. Actmeans, collectively,Minnesota Statutes, Sections 412.321 through 412.391, and Chapters 453 and 475, including any amendment thereof. Additional Bondsmeans any Bonds issued pursuant to Section 10. Audited Fiscal Yearmeans a Fiscal Year for whichthe financial statements of the Commission have been audited, as required by Section 12(g). EL185-68-707442.v2 387 TEMPLATE RESOLUTION Bond Counselmeans 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. Bondholdermeans the Person in whose name a Bond is registered in the Bond Register. Bond Registermeans the register maintained by the Registrar pursuant to Section 6.01. Bondsmeans any Outstanding Series 2021BBonds, any OutstandingPrior Bonds, and any OutstandingAdditional Bonds. Citymeans the City of Elk River, Minnesota, and any successor to its obligations under this Resolution. Codemeans the Internal Revenue Code of 1986, including any amendmentthereof. Commissionmeans the Elk River Municipal Utilities Commission, and any successor to its obligations under this Resolution. Commission Resolutionmeans a resolution or other legislative enactment duly adopted by the Commission. Consultantmeans a Person havinga 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 Accountmeans the account so designated in the Electric Fund. Electric Fundmeans the Electric Fund maintained on the official books of account of the City. Electric Systemmeans 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 Yearmeans 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 asthe fiscal year ofthe Commission. Government Obligationsmeans 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 Revenuesmeans all revenues and receipts fromrates, 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 notinclude amounts received from the sale of property which is part of the Electric System or amounts borrowed with respect to the Electric System. 2 EL185-68-707442.v2 388 TEMPLATE RESOLUTION Holdermeans a Bondholder. Interest Payment Datemeans a date specified in a Bond as a fixed date for paymentof an installment of interest on the Bond. Municipal Utilities Commissionmeans the governing body of the Commission. Net Revenuesmeans the Gross Revenues of the Electric System for any specified period, less the Operating Expenses of the ElectricSystem for the same specified period. Operating Accountmeans the account so designated in the Electric Fund. Operating Expensesmeans the current expenses of operation, maintenance and minor or current repair of the Electric System for any specifiedperiod. 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 theOperating Reserve Requirement. Operating Expenses do not include depreciation, amortization, or interest expense. Operating Reserve Requirementmeans an amount equal to the greater of (i) one months Operating Expenses, based upon thefinancial statementsof 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. Outstandingmeans when used with reference to theBonds 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 providedin Section 16. Personmeans any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, or government, or any agency or political subdivision thereof. means the$9,755,000original principal amount of Electric Revenue Bonds, Series 2016A, dated July 14, 2016, $8,465,000in principal amount of which iscurrently outstanding,and $1,370,000original principal amount of Electric Revenue Refunding Bonds, Series 2016B, dated July14, 2016, $240,000in principal amount of which iscurrently outstandingand $10,000,000 original principal amount of Electric Revenue Bonds, Series 2018A, dated September 26, 2018, $9,415,000 in principal amountofwhichis currently outstanding. io, collectively,the Resolutionsduly adopted by the Commission onJune 14, 2016and August29, 2018, with respect tothePriorBonds. Projectmeansthe financing the remainingcost of the acquisition of the Commissio membership interest in the Minnesota Municipal Power Agency (MMPA). 3 EL185-68-707442.v2 389 TEMPLATE RESOLUTION Section 13 hereof. Purchasermeans___________, _________, ___________. Registrarmeans U.S. Bank National Association, in St. Paul, Minnesota, or its successor appointed by the Commission pursuant to Section 6.01. Repair and Replacement Accountmeans the account so designated in the Electric Fund. Reserve Accountmeans the account so designated in the Electric Fund. Reserve Requirementmeans, 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 andinterest payable on all BondsOutstanding as of the date of issuanceof a series of suchBonds. Resolutionmeans this Resolution, including any amendment hereof or supplement hereto adopted in accordance with Section 15. Series 2021BBondsmeans the Bonds created by Section 5. Statemeans 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.MunicipalUtilities 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 apublic, 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 Bondshave 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 2021BBonds. 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 EL185-68-707442.v2 390 TEMPLATE RESOLUTION of the Series 2021BBonds, adjusted for such Fiscal Year as permitted by the Prior Resolution are as follows: Audited Fiscal Year Ended 2020 OPERATING REVENUES$37,922,507 OPERATING EXPENSES(33,959,004) NET OPERATING INCOME (LOSS)$3,963,503 ADD BACK DEPRECIATION$2,896,839 ADD OTHER INCOME$681,477 NET REVENUES $7,541,819 The Net Revenues of the Electric System for the Audited Fiscal Year immediately preceding the issuance of the Series 2021BBonds, 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 2021BBonds computed to August1,2048(the final maturity date of the Prior Bonds). The combined average annual principal and interest requirementforthe Series 2021BBonds andthe Prior Bonds,is $__________. Other than the Prior Bondsandthe Series 2021BBonds, the Commission has no other bonds, warrants, certificates or other obligations or evidences of indebtedness of money borrowed for or onaccount 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 2021B 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 theSeries 2021BBonds and the Prior Bonds when due. 2.05.Authorization of Series 2021BBonds. The Commission is authorizedby 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 2021B, in the principal amount of$12,620,000. All costs of the Project in excess of the proceeds of the Series 2021BBonds 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 2021BBonds. The Commission has retained Baker Tilly Municipal Advisors, LLC (Baker Tilly), as its independent municipaladvisor for the sale of theSeries 2021BBondsand was therefore authorized to sell the Series 2021B Bondsby private negotiation in accordance with Minnesota Statutes, Section 475.60, Subdivision 2(9) and proposals to purchase the Series 2021B Bondshave been solicited by Baker Tilly. 2.07.Receiptand Acceptance of Proposals. Proposals have been received by the Finance Manager, or designee, at the offices of Baker Tillyon the date hereof pursuant to the 5 EL185-68-707442.v2 391 TEMPLATE RESOLUTION Terms of Proposal established for the Series 2021B Bondsand are set forth in Exhibit A. The proposal of thePurchaser, to purchase the Series 2021B Bondsin accordance with the Terms of Proposal, at therates of interest hereinafter set forth, and to pay therefor the sum of $__________(par amount of $12,620,000.00, plus a premium of $__________and less an und__________), plus interest accrued to settlement, is hereby found, determined and declared to be the most favorable proposal received and is hereby accepted and theSeries 2021BBonds are hereby awarded to the Purchaser. The Finance Manager is directed to retain the deposit of the Purchaser, pending completion of the sale of the Series 2021B Bonds. 2.08.Performance of Requirements. All acts, conditionsand 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 2021BBonds having been done, existing, having happened and having been performed, it is now necessary to establish the form and terms of the Series 2021BBonds, to provide security therefor and to issue the Series 2021B Bonds forthwith. Section 3.Securityfor Series 2021BBonds. 3.01.Pledge of Net Revenues. From and after their issuance, the principal of and interest on the Series 2021BBonds, 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 ServiceAccount, the Reserve Account,and the Net Revenues of the Electric System. 3.02.Reserve Account Requirement. Upon issuance of the Series 2021BBonds, the Commission shall deposit, fromproceeds of the Series 2021BBonds, in the ReserveAccount $__________, sothat the balance in the ReserveAccount shall be not less than the applicable Reserve Requirement. 3.03.Not General Obligations. The Series 2021BBonds 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 2021BBonds. 4.01.Series 2021BBond Form. The Series 2021BBonds shall be prepared in substantially the formattached heretoas Exhibit B: Section 5.Series 2021BBond Terms Execution and Delivery. 5.01.Maturities, Interest Rates, Denominations, Payment and Dating of Series 2021B Bonds. The City shall forthwith issue and deliver the Series 2021BBonds 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 EL185-68-707442.v2 392 TEMPLATE RESOLUTION InterestInterest YearAmountRateYearAmountRate 2022$290,000%2037$410,000% 2023345,0002038420,000 2024345,0002039425,000 2025350,0002040435,000 2026350,0002041445,000 2027355,0002042455,000 2028355,0002043465,000 2029360,0002044475,000 2030365,0002045485,000 2031370,0002046500,000 2032375,0002047510,000 2033380,0002048520,000 2034390,0002049535,000 2035395,0002050550,000 2036400,0002051565,000 As may be requested by the Purchaser, one or more term Series 2021BBonds may be issued having mandatory sinking fundredemption and final maturity amounts conforming to the foregoing principal repayment schedule and corresponding additions may be made to the provisions of the applicable Series 2021BBond(s). The Series 2021BBonds shall be issuable only in fully registered form. The interest thereon and, upon surrender of each Series 2021BBond, the principal amount thereof, shall be payable by check or draft issued by the Registrar. 5.02.Interest Payment Dates. The Series 2021BBonds shall bear interest payable semiannually on February 1 and August 1 of each year, commencing February 1, 2022, calculated on the basis of a 360-day year of twelve 30-day months to the person in whose name the Series 2021BBond is registered in the Bond Register at the close of business on the15thday 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, 2031, and on any day thereafter to prepay Series 2021B Bondsmaturingon or after February 1, 2032. 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 Series 2021B Bondsof a maturity are called for redemption, the City will notify DTC (as defined in Section 8hereof) ofthe particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participants interest in such maturity to be redeemed and each participant willthen select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at aprice of par plus accrued interest. \[5.04.Term Bonds; Mandatory Redemption. The Series 2021B Bondsmaturing in 20__, and 20__shall hereinafter be referred to collec of the Term Bonds subject to mandatory sinking fund redemption on any date may be reduced through earlier optional redemptions, with any partial redemptions of the Term Bonds credited 7 EL185-68-707442.v2 393 TEMPLATE RESOLUTION against future mandatory sinking fund redemptions of such Term Bonds insuch order as the City shall determine. The Term Bonds are subject to mandatory sinking fund redemption and shall be redeemed in part by lot at par plus accrued interest on thesinking fund installment dates and in the principal amounts as follows:\] Sinking Fund Installation DatePrincipal Amount August1, 20__Term Bonds (maturity) Sinking Fund Installation DatePrincipal Amount August1, 20__Term Bonds (maturity) 5.05.Term Application ofProceeds. Immediately upon delivery of the Series 2021B Bonds to the Purchaser, the amount received as accrued interest on the Series 2021BBonds shall be credited to the Debt ServiceAccount and the remaining proceeds,net ofthe amount deposited in theReserve Account pursuant to Section 3.02, shall be deposited in the Project Accountand used to pay costs of issuance of the Series 2021BBonds and costs of financing the Project,as provided in Section 13. Section 6.Registration; Appointment of Registrar; Book-Entry System. 6.01.Registration. The City, by the Commission, willappoint, and will maintain, a bond registrar, transfer agent, authenticating agent and paying agent (the Registrar). The effect of registration and the rights and duties of the City andthe Registrar with respect thereto areas follows: (a)Register. The Registrar willkeep at its principal corporate trust office a bondregister in which the Registrar providesfor the registration of ownership of the Series 2021BBonds and the registration of transfers and exchanges of Bondsentitled to be registered, transferred or exchanged. (b)Transfer of Series 2021BBonds. Upon surrenderfor transfer of any Series 2021BBond, 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 will authenticate and deliver, in the name ofthe designated transferee or transferees, one or more new Series 2021BBonds of a like aggregate 8 EL185-68-707442.v2 394 TEMPLATE RESOLUTION principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the 15th day of the month preceding each interest payment date and until that interest payment date. (c)Exchange of Series 2021BBonds. Whenever any Series 2021BBonds are surrendered by the registered owner for exchange, the Registrar will authenticate and deliver one or more new Series 2021BBonds of alike aggregate principal amount and maturity, as requested by the registered owner or the ownersduly authorizedattorney in writing. (d)Cancellation. All Series 2021BBonds surrendered upon any transfer or exchange will be promptly cancelled by the Registrar and thereafter disposedof as directed by the City. (e)Improper or Unauthorized Transfer. When aSeries 2021BBond is presented to the Registrar for transfer, the Registrar may refuse to transfer the Bonduntil the Registrar is satisfied that the endorsement on theSeries 2021BBond or separate instrument of transfer isvalid andgenuine and that the requestedtransfer islegally authorized. The Registrar will incur no liability fortherefusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f)Persons Deemed Owners. The City and the Registrar maytreat the person in whose name aSeries 2021BBond is at any time registered, as of the applicable record date, in the bondregister as the absolute owner of such Series 2021BBond, whether the Series 2021BBond isoverdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on theSeries 2021BBond and for all other purposes, and payments so made to aregistered owner or upon the owners order will be valid and effectual to satisfy and discharge the liability of the City upon theSeries 2021B Bond to the extent of the sum or sums so paid. (g)Taxes Fees and Charges. The Registrar may impose a charge upon the owner thereofforatransfer or exchange of Series 2021B Bondssufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect tothetransfer or exchange. (h)Mutilated, Lost, Stolen or Destroyed Series 2021BBonds. IfaSeries 2021BBond becomesmutilated or isdestroyed,stolen or lost,theRegistrar willdeliver a new Series 2021BBond, of like amount, number, maturity date and tenorin exchange and substitution for and upon cancellation of themutilated Series2021BBond or in lieu of and in substitution for any such Series 2021BBond destroyed, stolen orlost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Series 2021BBond destroyed,stolen or lost, upon filing with the Registrar of evidence satisfactory to the RegistrarthattheSeries 2021BBond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing tothe Registrar an appropriate bond or indemnity in form,substance and amount satisfactory to itand as provided by law, in which the City, the Commission, and the Registrar mustbe named as obligees. Series 2021BBonds so surrendered to the Registrar willbe cancelled 9 EL185-68-707442.v2 395 TEMPLATE RESOLUTION bythe Registrarand evidence of such cancellation mustbe given to the Commission. If the mutilated, destroyed, stolen or lostSeries 2021BBond has already matured or been called for redemption in accordance with its termsitwill not be necessary to issue a new Series 2021BBond prior to payment. 6.02.Appointment of Initial Registrar.The City appointsU.S. Bank National Association, St.Paul, Minnesota, as the initial Registrar. The President and Secretaryare authorized to execute and deliver, on behalf of the City, a contract with the Registrar.Upon merger or consolidation of the Registrar with another corporation, if theresulting corporation is a bank or trust company authorized by law to conduct such business, theresultingcorporationis authorized to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the servicesperformed. The City reserves the right to remove the Registrar upon 30daysnotice and upon the appointment ofasuccessor Registrar, in which event the predecessor Registrar mustdeliver all cash and Series 2021B Bondsin its possession to the successor Registrar and deliver the bondregister to thesuccessor 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. TheSeries 2021BBonds willbe initially issued in the form of a separate single typewritten or printed fully registered Series 2021BBond for each of the maturities set forthin this Resolution. Upon initial issuance, the ownership of each such Series 2021BBond will 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 2021BBonds will 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 2021BBonds 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 will have no responsibility or obligation to any broker dealers, banks and other financial institutions from time to time for which DTC holds Series 2021BBonds as securities depository (the Participants) or to any other person on behalf of whicha Participant holds an interest in the Series 2021BBonds, 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 2021BBonds, (ii) the delivery to any Participant or any other person other than a registered ownerof Series 2021BBonds, as shown by the registration books kept by the Registrar,of any notice with respect to the Series 2021BBonds, including any notice of redemption, or (iii) the payment to any Participant or any other person, other than a registeredowner of Series 2021BBonds, ofany amount with respect to principal of, premium, if any, or interest on the Series 2021BBonds. The City, the Registrar and the Paying Agent may treat and consider the person in whose name each Series 2021BBond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Series 2021BBond for the purpose of payment of principal, premium and interest with respect to such Series 2021BBond, for the purpose of registering transfers with respect to such Series 2021B Bonds, and for all other purposes. The Paying Agent will pay all principal of, premium, if any, and interest on the Series 2021BBonds only to or on the order of the respective registered 10 EL185-68-707442.v2 396 TEMPLATE RESOLUTION owners, as shown in the registration books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and discharge the Citys obligations with respect to payment of principal of, premium, if any, or interest on the Series 2021BBonds to the extent of the sum or sums so paid. No person other than a registered owner of Series 2021BBonds,as shown in the registration books kept by the Registrar, will receive a certificated Series 2021BBond 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 substitutea new nominee in place of Cede & Co., the words Cede & Co.,will refer to such new nominee of DTC; and upon receipt of such a notice, the City will promptly deliver a copy of the same to the Registrar and Paying Agent, if the Paying Agent is other than the Registrar. 6.05.Representation Letter. The City has heretofore executed and delivered to DTC a govern payment of principal of, premium, if any, and interest on the Series 2021B Bonds and notices withrespect to the Series 2021B Bonds. Any PayingAgent or Registrar subsequently appointed by the City with respect to the Series 2021B Bonds will agreeto take all action necessary for all representations of the City in the Representation Letter with respect to the Registrar and Paying Agent, respectively, to be complied with at all times. 6.06.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 interestsin the Series 2021BBonds that they be able to obtain Series 2021BBond certificates, the City will notify DTC, whereupon DTC willnotify the Participants, of the availability through DTC of Series 2021BBond certificates. In such event the City willissue, transfer and exchange Series 2021BBond 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 2021BBonds 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 willissue and the Registrar willauthenticate Series 2021BBond certificates in accordance with this resolution and the provisions hereof willapply to the transfer, exchange and method of payment thereof. 6.07.Payments to Cede & Co.Notwithstandingany other provision of this Resolution to the contrary, so long as aSeries 2021BBond is registered in the name of Cede & Co., as nominee of DTC, payments with respect to principal of, premium, if any, andinterest on the Series 2021BBond and allnotices with respect to theSeries 2021BBond will be made and given, respectively in the manner provided in the Representation Letter. Section 7.Notice of Redemption. At least 20days before the date set for mandatory redemption of any Series 2021BBond, the City shall cause notice of such redemption to be mailed to the registeredHolder of each Series 2021BBond 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 2021BBond not affected by such defect or failure. Thenotice of redemption shall specify the redemption date, redemption price, the numbers, interest rates and CUSIP numbers of the Series 2021BBonds to be redeemed and the place at which the Series 2021BBonds are to be surrendered for payment, which shall be the principal office of the 11 EL185-68-707442.v2 397 TEMPLATE RESOLUTION Registrar. Notice of redemption having been given as aforesaid, the Series2021BBonds or portions thereof so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified and from andafter such date (unless the City shall default in the payment of the redemption price) such Series 2021BBonds or portions thereof shall ceaseto bear interest. Series 2021BBonds in a denomination larger than $5,000 may be redeemed in part in anyintegral multiple of $5,000. The Holder of any Series 2021BBond redeemed in part shall receive, upon surrender of such Series 2021BBond to the Registrar, one or more new Series 2021BBonds of the same series in authorized denominations equal in principal amount to the unredeemed portion of the Series 2021BBond so surrendered. Section 8.Execution, Authentication and Delivery of Series 2021BBonds. The Series 2021BBonds shall be prepared under the direction of the Secretary and shall be executed on behalf of theCity bythe facsimile signatures of the Mayor and the Clerk and on behalf of the Commission by the facsimile signatures of the President and Secretaryof the Commission. In case any officer whose signature appears on the Series 2021BBonds shall cease tobe such officer before the delivery of any Series 2021BBond, 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 2021BBond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless a certificate of authentication onsuch Series 2021BBond has been executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Series 2021BBonds need not be signed by the same representative. The executed certificate of authentication on each Series 2021BBond shall be conclusive evidence that it has been authenticated and delivered under this resolution. When the Series 2021BBonds 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 theconvenient and proper administration of the Electric System, including the revenues thereof and proceedsof the Bonds, and to make adequate and specific security to the purchaser and Holders of the Bondsfrom time to time, the Commission agrees that thereshall continue to be maintained on the books and records of the City so long as any Bondsare Outstanding a separate bookkeeping account designated the Electric Fund. Within the Electric Fund there shall be maintained the separate accounts and subaccounts described in this section, or inlieu 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 shallbe paid from the Operating Account when due all reasonable, necessary, and current Operating Expenses ofthe Electric System. All money on hand in the Operating Accountas of the first day of each month in excess of the sum of (i) Operating Expenses thendue and payable and to become dueand payable during such calendar month, plus 12 EL185-68-707442.v2 398 TEMPLATE RESOLUTION (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 2021BBonds, the Commission shall credit to the Debt Service Account, from the proceeds of the Series 2021B Bonds, the accrued interest, if any,received from the Purchaser of the Series 2021BBonds. As of the first day of each month there shall be credited to the Debt Service Account out of the Net Revenueson handin the Operating Account an amount equal to not less than1/6of the interest due within the next six months on all Outstanding Bonds and 1/12of the principal due within the next 12months 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. Moneyon hand in the Debt Service Account shall be disbursed only to pay principal of and interest on the OutstandingBonds when due; provided that on any date when the amountthen 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 allBondsof 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.ReserveAccount. Upon delivery of the Series 2021BBonds the Commission shall credit to the Reserve Account fromthe proceeds of the Series 2021BBonds, the sum of $__________. 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 within6months of the deficiency, the Commission shall transfer to the Reserve Account from the Repair and Replacement Account, an amount sufficient to restore the balance thereinto 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 immediatelytransfer from the Reserve Account to the Debt Service Account an amount equal to such deficiency. 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 13 EL185-68-707442.v2 399 TEMPLATE RESOLUTION Section 16of 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 defaultcontinuing 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 Bondswere issued. 9.05.Repair and Replacement Account. The Repair and Replacement Accounthas 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 1stday of each month, such portion of the Net Revenues, in excess of thecurrentrequirements 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 Bondswhich 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 Bondspayable 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 inthis 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 asotherwise 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. 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 beissued 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 than125%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 14 EL185-68-707442.v2 400 TEMPLATE RESOLUTION 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 othersource, 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 NetRevenues for the last Audited Fiscal Year immediately preceding the issuance of such Additional Bonds, maybe 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 Series 2021B Bondspayable 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 toboth principal and interest with the Outstanding Bonds to refund Series 2021 Bondsif 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 notincreased by more than 5%. 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 Bondspayable 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 Bondshaving different maturity dates, the principal of earlier maturing Bondsshall be paid first; and as between Bondsmaturing on the same date, the principal of Bondsshall be paid pro rata. 15 EL185-68-707442.v2 401 TEMPLATE RESOLUTION 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 timeto time make all needful and proper repairs, replacements, additions and betterments to the equipment andfacilities of the Electric System sothat 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 economicaloperation 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 30days 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 aswill 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 Bondsin such Fiscal Year. Such rates and charges will be increased from time to time whenever necessary to carryout the obligations of this Resolution. (e)The City and the Commission will not sell, lease, mortgage, or inany manner dispose of all or substantially all of properties of the Electric System until all of the Outstanding Bondshave been paid in full; provided, however, that the City or the 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 therevenues of the Electric System, including interest to accrue to the date when the Outstanding Bonds are callable, or if the Outstanding Bondsare 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 16 EL185-68-707442.v2 402 TEMPLATE RESOLUTION 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) orbonds shall be used to make good such loss or to repair or restore theElectric 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 ofthe 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. Inaddition to whatever other matters are includedin the audit, each such audit shall include the following: (1)A statementin 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)Theaccountantscomments, if any, regarding the manner in which the Commission and the City have carriedout the requirements of this Resolution and their recommendations for any changes or improvements in the operation of the Electric System. (4)Thedisposition of any Bond proceeds during such Fiscal Year, and the amount of Outstanding Bonds at the end of eachFiscal Year. The Holders of the Outstanding Bonds shall have the right at all reasonable times to inspectthe 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 not later than the date required under the Undertaking (as defined in Section 18hereof). (h)They willfaithfully 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.ProjectAccount. 13.01.There is hereby established within the Electric Fund aProject Account, into which the Commission shall deposit the proceeds of the Series 2021BBonds,plus available City 17 EL185-68-707442.v2 403 TEMPLATE RESOLUTION funds,net of amounts deposited in the Debt ServiceAccount andthe Reserve Account, as provided in Section 9hereof. Moneys on deposit in the Project Accountmay be disbursed by the Commission to pay costs of issuance of the Series 2021BBonds and costs ofthe Project. Pending such disbursement, moneys on deposit in the Project Accountmay be invested in Government Obligations maturing or subject to redemption at the option of the holder thereof not laterthan the date on which such moneys are expectedto 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 Series2021BBonds, 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 2021BBonds and interest thereon have been paid in full. However, the Holders of a majority in principal amountof the Outstanding Bonds shall have the right to consent to, andapprove the adoption of resolutions or other proceedings modifying or amending any of the terms or provisions containedin 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.Electronic Signatures.The electronic signature of the President and Secretary, on behalf of the Commission, and the Mayor and City Clerk, on behalf of the City,tothis resolution and to any certificate authorized to be executed hereunder shall be as valid as an original signature of such party and shall be effective to bind the Commission andthe City, as applicable, thereto. signature that is then transmitted by electronic means or (b) a signature obtained through DocuSign or Adobe or a similarly digitally auditable signature ga electronic s a portable document formaattached to an electronic mail or internet message. Section 16.Defeasance. When any Series 2021BBond has been discharged as provided in this section, all pledges, covenantsand other rights granted by this Resolution to the Holder of such Series 2021B Bond shall cease, and such Series 2021B Bond shall no longer be deemed to be Outstanding under this Resolution. The obligations with respect to any Series 2021BBond 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 2021BBond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient forthe payment thereof in full with interest accrued to the date of such deposit. The obligations with respect to any Series 2021BBond 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 2021BBonds 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, 18 EL185-68-707442.v2 404 TEMPLATE RESOLUTION 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 2021BBonds to their maturity or redemption date, provided that if any of such Series 2021B Bonds are to be redeemed, notice of redemption has been given or provided for, and provided that such defeasance shall not impair the exemption of interest on any Series 2021BBonds from federal income taxation. Section 17.Compliance With Reimbursement Bond Regulations. The provisions of this section are intended to establish and provide for the Commissions compliance with United States Treasury Regulations Section 1.150-2 (the Reimbursement Regulations) applicable to thereimbursement proceedsof the Series 2021BBonds, being those portionsthereof which will be used by the Commission toreimburse 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 60days 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 Commissions official intent (a Declaration) which effectively (i) states the Commissions 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 ofthe 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 themaximum 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 expendituresfor 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 priceof the Series 2021B Bonds, and (ii) a de minimisamount of Reimbursement Expenditures not in excess of the lesser of$100,000 or 5%of the proceeds of the Series 2021BBonds. (b)Each Reimbursement Expenditure is a capital expenditure or a cost of issuance of the Series 2021BBonds or any of the other types of expenditures described in Section 1.150-2(d)(3) of the Reimbursement Regulations. (c)The reimbursement allocationdescribed in the Reimbursement Regulations for each Reimbursement Expenditure shall and will be made forthwith following (but not prior to) the issuance of the Series 2021BBonds and in all events within theperiod 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. 19 EL185-68-707442.v2 405 TEMPLATE RESOLUTION (d)Each such reimbursement allocation will be made in a writing that evidences the Commissions use of Bond proceeds to reimburse the Reimbursement Expenditure and, if made within 30 days after the Series 2021BBonds are issued, shall be treated as made on the day the Series 2021BBonds are issued. Provided, however, that the Commission may take action contrary to any of the foregoing covenantsin this section upon receipt of an opinion of its Bond Counsel for the Series 2021B Bonds stating in effect that such action will not impair the tax-exempt status of the Series 2021B Bonds. Section 18.Continuing Disclosure. With respect to the continuing disclosure requirements under Rule 15c2-d Exchange Commission, on the date of actual issuance and delivery of theSeries 2021BBonds, the Commission and the City will execute and deliver a Continuing Disclosure Certificate(the the Commission andthe City will covenant to provide certain information specified in the Undertaking. The proposed form of the Undertaking which has been submitted to the Commissionfor itsconsideration 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 authoare hereby authorized to execute and deliver that Undertaking in theproposed form or in such final form thereof reflecting such modifications thereof as are consistent with the Rule, requested by the Purchasers of the Series 2021BBonds and acceptable to the Officerswho shall execute the Undertaking (which consent shall be conclusively evidenced by their execution anddelivery thereof). The Undertaking, as so executed and delivered by the Officers, shall be asmuch 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 2021BBonds. Section 19.Records and Certificates. The officers of the Commission and the City are hereby authorized and directedto prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Series2021BBonds, certified copies of all proceedings and records of the Commission and the City relating to the Series 2021BBonds 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 2021BBonds as the same appear from the books and records under their custody and control or as otherwise knownto them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemedrepresentations of the Commission and the City as to the facts recitedtherein. Section 20.Negative Covenant as to Use of Bond Proceeds and Project. The Commission and the City hereby covenant not to use the proceeds of the Series2021BBonds 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 2021BBonds to be private activity bondswithin the meaning of Sections 103 and 141 through 150 of the Code. Section 21.Tax-Exempt Status of the Series 2021BBonds; Rebate. The Commission and the City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income underSection 103 of the Code of the intereston the Series 20 EL185-68-707442.v2 406 TEMPLATE RESOLUTION 2021BBonds, including without limitation (a) requirements relating to temporary periods for investments, (b) limitations on amounts invested at a yield greater than theyield on the Series 2021BBonds, and (c) the rebate of excess investment earnings to the United States. Section 22.No Designation of Qualified Tax-ExemptObligations. The Series 2021B Bonds have no-eaning of Section 265(b)(3) of the Code. Section 23.Official Statement. The Official Statement relating to the Series 2021B Bonds, prepared and distributed by Baker Tillyis hereby approved and the officers of the Commission are authorized in connection with the delivery of the Series 2021BBonds, to sign such certificates as may be necessarywith respect to the completeness and accuracy of the Official Statement. Section 24.Effective Date. This Resolution, having been authorized and delegatedto the Commission by the City Council by resolution adopted March15, 2021, shall be effective immediately. 21 EL185-68-707442.v2 407 TEMPLATE RESOLUTION STATE OF MINNESOTA COUNTY OF SHERBURNE ELK RIVER MUNICIPAL UTILITIESCOMMISSION I, 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 ofthe 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 $12,620,000Electric Revenue Bonds, Series 2021Bof the City of Elk River, Minnesota. WITNESS my hand on __________,2021. ____________________________________ Secretary Elk River MunicipalUtilities Commission 22 EL185-68-707442.v2 408 TEMPLATE RESOLUTION EXHIBIT A A-1 EL185-68-707442.v2 409 TEMPLATE RESOLUTION EXHIBITB UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF SHERBURNE CITY OF ELK RIVER ELECTRIC REVENUE BOND, SERIES 2021B No._________$_______________ Interest RateMaturity DateDate of Original IssueCUSIP August 1, ______________,2021 REGISTERED OWNER:CEDE & CO. PRINCIPAL AMOUNT: THE CITY OF ELK RIVER, Sherburne County, Mi 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 eachyear, commencing February 1, 2022, calculated on the basis of a 360-day year of twelve 30-day months,to the person in whose name this Series 2021BBond 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 thisSeries 2021BBond are payable upon presentation and surrender hereof at the principal office of U.S. Bank National Association, in St. Paul, ), acting as paying agent, or any successor paying agent duly appointed by the City. Interest on this Series 2021BBond will be paid on each Interest Payment Date by check or draft mailed to the person in whose name this Series 2021BBond is registered (te 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 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 isthe Holder hereof at theclose 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 2021BBond are payable in lawful money of the United States of America. So long as this Series 2021BBond 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 EL185-68-707442.v2 B-1 410 TEMPLATE RESOLUTION 2021BBond and notice with respect thereto shall be made as provided inthe Letter of Representations, as defined in the Resolution,and surrender of this Series 2021BBond shall not be required for payment of the redemption price upon a partial redemption of this Series 2021B Bond. Until termination of the book-entry only system pursuant to the Resolution, Series 2021B Bonds may onlybe registered in the name of the Depository or its Nominee. This Series 2021BBond is one of2021B principal amount of $12,620,000, issued pursuantto a resolution adopted by the Elk River Municipal UtilitiesCommissionApril 13,2021 provide funds tofinance the remainingcost of the acquisition of the membershipinterestin the Minnesota Municipal Power Associationin connection with the tric system 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 2021BBond 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, andare issued on a parity of lien with the pledge of Net Revenues to the $9,755,000original principal amount of Electric Revenue Bonds, Series 2016A, datedJuly 14,2016,the $1,370,000 original principal amount of Electric Revenue Refunding Bonds, Series 2016B, dated July 14, 2016,and $10,000,000 original principal amount ofElectric Revenue Bonds, Series 2018A, dated September 26, 2018(collectively,2021BBonds do not constitute a debt of the City within the meaning of anyconstitutional 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 ofor interest on the Series 2021BBonds. Additional Bonds may be issued, which are payableon a parity of lien fromthe Net Revenues of the Electric System, upon the terms and conditions provided in the Resolution. The City may elect on February 1, 2031, and on any date thereafter to prepay Series 2021B Bondsdue on or after February 1, 2032. 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 Series 2021B Bondsof 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 participants 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 2021BBonds are issuable solely in fully registered form in Authorized Denominations (as defined in the Resolution) and are exchangeable for fully registered Series 2021BBonds 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 2021BBond is transferable 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 EL185-68-707442.v2 B-2 411 TEMPLATE RESOLUTION Resolution and to reasonable regulations of the City contained in any agreementwith the Bond Registrar.Thereupon the City and the Commission shall execute and the Bond Registrar shall authenticate and deliver, in exchange for this Series 2021BBond, one or more new fully registered Series 2021BBonds in the name of the transferee (but not registered in blank or to an Authorized Denomination or Denominations, in aggregate principal amount equal to the principal amount of this Series 2021BBond, of the same maturity and bearing interest at the same rate. \[The Series 2021BBondsmaturing in 20__and 20__shall hereinafter be referred to tory sinking fund redemption on any date may be reduced through earlier optional redemptions, with any partial redemptions of the Term Bonds credited against future mandatory sinking fund redemptions of such Term Bonds in such order as the City shall determine. The Term Bonds are subject to mandatory sinking fund redemption andshall be redeemed in part by lot at par plus accrued interest on thesinking fund installment dates and in the principal amounts as follows:\] Sinking Fund Installation DatePrincipal Amount August1, 20__Term Bonds (maturity) Sinking Fund Installation DatePrincipal Amount August1, 20__Term Bonds (maturity) 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 2021B Bond and anylegal or unusual costs regarding transfers and lost Series 2021BBonds. The City, the Commission and the Bond Registrar may treat the person in whose name this Series 2021BBond 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 2021BBond shall be overdue, and neither the City, the Commission nor the Bond Registrar shall be affected by notice to the contrary. This Series 2021BBond 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 BondRegistrar. EL185-68-707442.v2 B-3 412 TEMPLATE RESOLUTION The Series 2021BBonds have notbed tax- 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 theCity, 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 ontheBonds(asdefined 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, andwill 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 110%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 2021BBonds 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 2021BBond a valid and binding special obligation of the City according to its terms have been done, do exist, have happened and have been performed as so required; and that the issuance of this Series 2021BBond 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 2021BBond 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 2021BBond 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 S CERTIFICATE OF /s/ Facsimile AUTHENTICATION Mayor This Series2021BBond is one of the Series 2021BBonds described in the/s/ Facsimile EL185-68-707442.v2 B-4 413 TEMPLATE RESOLUTION Resolution mentioned within.Clerk U.S. Bank National Association, in St. ELK RIVER MUNICIPAL UTILITIES COMMISSION, Paul, MinnesotaSHERBURNE COUNTY, MINNESOTA Bond Registrar /s/ Facsimile President By: Authorized Signature /s/Facsimile Secretary EL185-68-707442.v2 B-5 414 TEMPLATE RESOLUTION ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Series 2021BBond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM --as tenants in commonUTMA ................... as Custodian for ................ (Cust)(Minor) under Uniform Transfers to Minors Act ............. (State) TEN ENT --as tenants by the entireties JT TEN --as joint tenantswith 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 2021BBond and does hereby irrevocably constitute and appoint _________________ attorney to transfer the Series 2021BBond on thebooks kept for the registration thereof, with full power of substitution in the premises. Dated:_____________________ ___________________________ Notice:correspond with the name as it appears upon the face of the within Series 2021B 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 memberor .17 Ad-15(a)(2). EL185-68-707442.v2 B-6 415 TEMPLATE RESOLUTION The Bond Registrar will not effect transfer of this Series 2021BBond unless the information concerning the transferee requested below is provided. Name and Address: ________________________________________ ________________________________________ ________________________________________ (Include information for all joint owners ifthe Series 2021BBond is held by joint account.) PREPAYMENT SCHEDULE This Series 2021BBond has been prepaid in part on the date(s) and in the amount(s) as follows: AUTHORIZED SIGNATURE DATEAMOUNTOF HOLDER EL185-68-707442.v2 B-7 416 * $12,620,000 City of Elk River, Minnesota Electric Revenue Bonds,Series 2021B ody’s Rating:Aa3 Mo Sale Date: April 13, 2021BBI:2.30% Average Maturity: 17.141Years BidderTIC Hilltop Securities Inc.2.0498% Robert W. Baird & Co., Incorporated2.0847% Northland Securities, Inc.2.1022% UBS Financial Services Inc.2.1213% Bank of America Merrill Lynch2.1375% InterestReofferingReoffering Winning BidderInformationMaturityRateYieldPrice HILLTOP SECURITIES INC.8/1/20225.00% 0.20% 105.829% (No Syndicate Members)8/1/20235.00%0.30%110.375% 8/1/20245.00%0.40%114.686% 8/1/20255.00%0.50%118.752% 8/1/20265.00%0.62%122.448% 8/1/20275.00%0.75%125.766% 8/1/20285.00%0.90%128.584% 8/1/20295.00%1.05%131.015% 8/1/20305.00%1.15%133.575% 8/1/20315.00% 1.25%135.860% 8/1/20323.00% 1.35%115.696% 8/1/20332.00% 1.70%102.801% 8/1/20342.00%1.75%102.328% 8/1/20352.00%1.80%101.857% 8/1/20362.00%1.85%101.389% 8/1/20372.00% 1.90%100.923% 8/1/20392.00% 2.00%100.000% 8/1/20402.00%2.05%99.207% 8/1/20412.00%2.09%98.520% 8/1/20422.00%2.117%98.000% 8/1/20432.125% 2.18%99.034% 8/1/20442.125%2.21%98.461% 8/1/20472.25%2.307%98.875% 8/1/20512.25%2.343%98.000% * Purchase Price: $13,348,088.09 * Net Interest Cost: $4,527,147.12 * TIC: 2.0498% *Subsequent to bid opening, the par amountdecreasedto $11,810,000; and the price, net interest cost, and true interest cost have changed to $12,412,389.14, $4,446,880.44, and 2.0702%, respectively. Baker Tilly Municipal Advisors, LLC is a registered municipal advisor and controlledsubsidiary ofBaker Tilly US, LLP, an accounting firm. Baker Tilly US, LLP,trading as Baker Tilly,is a member of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities.© 2021Baker Tilly Municipal Advisors, LLC Page 1 |2 City of Elk River, Minnesota Electric Revenue Bonds, Series 2021B(continued) Other Bidders and Syndicate Members ROBERT W. BAIRD & CO., INCORPORATED C.L. King & Associates, Inc. Colliers Securities LLC Edward Jones Fidelity Capital Markets Davenport & Company LLC Vining Sparks IBG, LP Bernardi Securities, Inc. Country Club Bank Crews & Associates, Inc. Sierra Pacific Securities, LLC BNY Mellon Capital Markets, LLC Isaak Bond Investments Wintrust Investments, LLC SumRidge Partners, LLC Stifel, Nicolaus & Company, Incorporated RBC Capital Markets Oppenheimer & Co. Inc. United Bankers' Bank UMB Bank, N.A. Midland Securities Limited FMS Bonds, Inc. First Kentucky Securities Corporation Multi-Bank Securities, Inc. First Southern Securities, LLC Commerce Bank 280 Securities LLC Dinosaur Securities, LLC First Bankers’ Banc Securities Inc. Mountainside Securities LLC StoneX Financial Inc. Valdés & Moreno NORTHLAND SECURITIES, INC. (No Syndicate Members) UBS FINANCIAL SERVICES INC. Morgan Stanley & Co. LLC FHN Financial Capital Markets Raymond James & Associates, Inc. Samuel A. Ramirez & Co., Inc. BANK OF AMERICA MERRILL LYNCH (No Syndicate Members) Page 2 |2