(e) Final Maturity. The final maturity of the Bonds is May 1, 2044. (f) Redemption Rights. (i) Optional Redemption. The Bonds maturing on May 1 in the years 2015 through 2024 shall not be subject to redemption at the option of the City prior to their stated maturity dates. The Bonds maturing on and after May 1, 2025, are subject to redemption at the option of the City, in whole or in part on any date on or after May 1, 2024, at a price equal to the principal amount to be redeemed plus accrued interest, if any, to the date fixed for redemption. (ii) Mandatory Redemption . Bonds maturing in the year 2044 are designated as Term Bonds and, if not redeemed under the optional redemption provisions set forth above or purchased in the open market under the provisions set forth in the Bond Ordinance, shall be called for redemption in accordance with the Bond Ordinance at par plus accrued interest on May 1 in years and amounts as follows:

If a Term Bond is redeemed under the optional redemption provisions or defeased or purchased by the City and surrendered for cancellation, the principal amount of that Term Bond so redeemed, purchased, or defeased (irrespective of its actual redemption or purchase price) shall be credited against one or more scheduled mandatory redemption installments for that Term Bond in accordance with the Bond Ordinance. (g) Price. The purchase price for the Bonds is $143,260,452.65, representing the aggregate principal amount of the Bonds, plus an original issue premium and less underwriter's discount. (h) Other Terms and Conditions. The following terms and conditions, along with those additional Bond Sale Terms set forth in the Notice of Sale, are ratified, confirmed and approved in all respects: (1) The average expected life of the capital facilities to be financed with the proceeds of the New Money Portion exceeds the weighted average maturity of the New Money Portion allocated to financing those capital facilities. (2) The Parity Conditions have been met or satisfied to allow the Bonds to be issued as Parity Bonds. (3) The City Council has had due regard for the cost of maintenance and operation of the Drainage and Wastewater System in creating the Parity Bond Account and in fixing the amounts to be paid into it, and is not setting aside into the Parity Bond Account a greater amount than in its judgment, based on rates established from time to time, will be available over and above such cost of maintenance and operation. (4) The Bond Sale Terms do not provide for any bond insurance or other credit enhancement, or for interest rate swaps, caps, floors or other similar hedging devices, at the expense or direction of the City. (5) Bond proceeds in the amount of $3,957,873.90 will be deposited into the Reserve Subaccount to provide for the Reserve Requirement. (6) Terms and covenants relating to federal tax matters are as set forth in Section 6. Section 4 . Use of Bond Proceeds . The principal proceeds of the Bonds received by the City shall be allocated as set forth in Exhibit B and shall be deposited immediately upon receipt, as set forth below. The amounts necessary to pay the costs of issuance of the Bonds shall be allocated among the various purposes in accordance with the schedule set forth in Exhibit B. (a) New Money Portion. The principal proceeds of the sale of the New Money Portion shall be deposited (i) in the funds, accounts or subaccounts as determined by the Director of Finance as necessary to pay costs of the Plan of Additions, the costs of issuing the Bonds and for such other purposes as may be approved by ordinance; and (ii) into the Reserve Subaccount an amount sufficient to fund the amount necessary to satisfy the Reserve Requirement. (b) Refunding Portion. The principal proceeds of the sale of the Refunding Portion shall be deposited immediately upon the receipt thereof with the Refunding Trustee and used to discharge the obligations of the City relating to the Refunded Bonds under the Refunded Bond Legislation pursuant to the Refunding Plan, as defined herein and modified or amplified by the Refunding Trust Agreement Section 5 . Provisions for Refunding . (a) Findings With Respect to Refunding. The City Council finds that the issuance of the Refunding Portion at this time will effect a savings to the City and is in the best interest of the City and its ratepayers and in the public interest. In making such finding, the City Council has given consideration to the fixed maturities of the Refunding Portion and the Refunded Bonds, the costs of issuance of the Refunding Portion and the known earned income from the investment of the amounts deposited with the Refunding Trustee pending payment and redemption of the Refunded Bonds. The City Council further finds that the money to be deposited with the Refunding Trustee will discharge and satisfy the obligations, pledges, charges, trusts, covenants, and agreements of the City under the Refunded Bond Legislation, and that the Refunded Bonds shall no longer be deemed to be outstanding under the Refunded Bond Legislation immediately upon the deposit of such money with the Refunding Trustee. (b) Call for Redemption of 2004 Refunded Bonds. The City authorizes the Director of Finance to call for redemption on September 1, 2014, all of the 2004 Refunded Bonds at a price of 100% of the principal amount to be redeemed, plus accrued interest to the date set for redemption. Such call for redemption shall be irrevocable after the Issue Date. The date on which the 2004 Refunded Bonds are called for redemption is the first date on which the 2004 Refunded Bonds may be called. The City authorizes and directs the Director of Finance to give or cause to be given such notices as required, at the times and in the manner required, pursuant to the Refunded Bond Legislation in order to effect the redemption prior to the maturity of the 2004 Refunded Bonds. (c) Call for Redemption of 2006 Refunded Bonds. The City authorizes the Director of Finance to call for redemption on February 1, 2017, all of the 2006 Refunded Bonds at a price of 100% of the principal amount to be redeemed, plus accrued interest to the date set for redemption. Such call for redemption shall be irrevocable after the Issue Date. The date on which the 2006 Refunded Bonds are called for redemption is the first date on which the 2006 Refunded Bonds may be called. The City authorizes and directs the Director of Finance to give or cause to be given such notices as required, at the times and in the manner required, pursuant to the Refunded Bond Legislation in order to effect the redemption prior to the maturity of the 2006 Refunded Bonds. (d) Refunding Trust Agreement. The Director of Finance is authorized and directed to appoint the Refunding Trustee and to execute a Refunding Trust Agreement, in form and substance acceptable to him, consistent with Section 12(d) of the Omnibus Refunding Ordinance. (e) Refunding Plan. The following Refunding Plan is approved substantially as follows, with such alterations as the Director of Finance deems necessary or appropriate: (i) On the Issue Date, proceeds of the Refunding Portion shall be deposited with the Refunding Trustee in an amount sufficient to purchase the Acquired Obligations. (ii) The Refunding Trustee shall hold the maturing principal of and interest on the Acquired Obligations in a refunding trust account, and shall apply such money, together with other money held in that account, to the payment of the principal of and interest on the Refunded Bonds when due up to and including the respective dates set for redemption. (iii) On the date set for redemption of the 2004 Refunded Bonds, the Refunding Trustee shall call, pay, and redeem all of the 2004 Refunded Bonds at a price equal to the principal amount to be redeemed, plus accrued interest to that date. (iv) On the date set for redemption of the 2006 Refunded Bonds, the Refunding Trustee shall call, pay, and redeem all of the 2006 Refunded Bonds at a price equal to the principal amount to be redeemed, plus accrued interest to that date. (v) The costs of carrying out the Refunding Plan and the costs of issuance of the Refunding Portion of the Bonds may be paid either by the City directly or from the amounts held by the Refunding Trustee, as directed by the Director of Finance in his discretion. Section 6 . Federal Tax Matters . The Bonds shall be issued as Tax-Exempt Bonds, in accordance with Section 22(a) of the New Money Ordinance and Section 23(a) of the Omnibus Refunding Ordinance. Section 7 . General Authorization . The Mayor and the Director of Finance and each of the other appropriate officers of the City are each authorized and directed to do everything as in their judgment may be necessary, appropriate or desirable in order to carry out the terms and provisions of, and complete the transactions contemplated by, the Bond Ordinance and this resolution. Section 8 . Severability . The provisions of this resolution are declared to be separate and severable. If a court of competent jurisdiction, all appeals having been exhausted or all appeal periods having run, finds any provision of this resolution to be invalid or unenforceable as to any person or circumstance, such offending provision shall, if feasible, be deemed to be modified to be within the limits of enforceability or validity. However, if the offending provision cannot be so modified, it shall be null and void with respect to the particular person or circumstance, and all other provisions of this resolution in all other respects, and the offending provision with respect to all other persons and all other circumstances, shall remain valid and enforceable. Section 9 . Ratification of Prior Acts . All acts taken pursuant to the authority of this Resolution but prior to its effective date are ratified, approved and confirmed. Section 10 . Section Headings . Section headings in this resolution are used for convenience only and shall not constitute a substantive portion of this Resolution. ADOPTED by the City Council the 17 ^th day of June, 2014, and signed by me in open session in authentication of its adoption this 17 ^th day of June, 2014. President of the City Council Filed this _____ day of June, 2014 (SEAL) City Clerk LIST OF EXHIBITS Exhibit A Identification of Refunded BondsExhibit B Allocation of BondsExhibit C Notice of Bond SaleExhibit D Printed Version of All Electronic BidsM. Van Dyck/M. Greenough FAS, DWW Bonds, 2014 RES June 17, 2014 Version 1