07.01 2017A G.O. Equipment Certificate Resolution

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less than fifteen days prior to such date to the person that was the Registered Owner of the Certificate as of the close of business of the Issuer on the fifth business day of the Issuer preceding such mailing, and the Registered Owner as of the special Record Date shall be entitled to receive the payment of such defaulted interest. All principal of and interest on this Certificate are payable in any coin or currency of the United States of America which on the date of payment is legal tender for the payment of public and private debts. Date of Payment Not a Business Day. If the nominal date for payment of any principal of or interest on this Certificate shall not be a business day of the Issuer or of the Registered Owner, then the date for such payment shall be the next such business day and payment on such business day shall have the same force and effect as if made on the nominal date of payment. Redemption. This Certificate shall be subject to redemption and prepayment at the option of the Issuer on any date at a price of par plus accrued interest, in whole or in multiples of $1,000, upon written notice to the Registered Owner, at the redemption price equal to par plus accrued interest to date of prepayment. If redemption is in part,the Issuer may select the specific principal installments hereof, or applicable portions thereof,to be prepaid. Issuance; Purpose; General Obligation. This Certificate is issued as a single instrument pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by the City Council on February 7, 2017 (the "Resolution"), for the purpose of providing money to finance the purchase of various items of capital equipment for the Issuer. This Certificate is payable out of the General Obligation Equipment Certificate, Series 2017A Fund of the Issuer. This Certificate constitutes a general obligation of the Issuer and to provide moneys for the prompt and full payment of its principal,premium, if any, and interest when the same become due,the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. Transfer. This Certificate is transferable, as provided in the Resolution, upon the Register kept by the Administrator/Clerk upon surrender of this Certificate together with a written instrument of transfer duly executed by the Registered Owner or the Registered Owner's attorney duly authorized in writing, and thereupon a new, fully registered Certificate in the same aggregate principal amount shall be issued to the transferee in exchange therefor(or the transfer shall be duly recorded on the Register and the Certificate of Registration hereof),upon the payment of charges and satisfaction of applicable conditions, if any, as therein prescribed; provided that such transfer may occur only with respect to the entire Certificate and all of the remaining principal amount of the sole final maturity hereof. The Issuer may treat and consider the person in whose name this Certificate is registered as the absolute Registered Owner hereof for the purpose of receiving payment of or on account of the principal of and interest on this Certificate (except for the payment of interest to the Registered Owner as of a Record Date) and for all other purposes whatsoever. Qualified Tax-Exempt Obligation. This Certificate has been designated by the Issuer as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. 4 8126692v1