Loading...
HomeMy WebLinkAbout2015-448-6/9/2015 Council Member Hart introduced the following Resolution entitled "RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $12,455,000 GENERAL OBLIGATION BONDS, SERIES 2015A,AND LEVYING A TAX TO PAY SAID BONDS, APPROVAL OF THE TAX EXEMPTION CERTIFICATE, AND CONTINUING DISCLOSURE CERTIFICATE" and moved that it be adopted. Council Member Welper seconded the motion to adopt, and the roll being called thereon,the vote was as follows: AYES: Jones, Lind, Morrissey, Welper, and Hart NAYS: Whereupon,the Mayor declared said Resolution duly adopted as follows: RESOLUTION NO. 2015-448 RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $12,455,000 GENERAL OBLIGATION BONDS, SERIES 2015A, AND LEVYING A TAX TO PAY SAID BONDS; APPROVAL OF THE TAX EXEMPTION CERTIFICATE, AND CONTINUING DISCLOSURE CERTIFICATE WHEREAS,the Issuer is duly incorporated, organized and exists under and by virtue of the laws and Constitution of the State of Iowa; and WHEREAS,the Issuer is in need of funds to pay costs of the acquisition, construction, reconstruction, extension, improvement, and equipping of works and facilities useful for the collection,treatment and disposal of sewage and industrial waste in a sanitary manner, including East Side Interceptor, Dry Run Creek, FEQ overflow, the acquisition, improvement and installation of traffic control devices, signage, fixtures, equipment and improvements, including but not limited to traffic signal, traffic safety and street Iight fixtures, connections, and facility improvements; the acquisition of vehicles and equipment for the Police, Fire Rescue and Street Departments; the rehabilitation and improvement of City parks and the acquisition, repair and replacement of facilities, equipment and improvements commonly found in City parks; the removal, replacement and planting of trees in parks and public grounds; the construction, reconstruction and repairing of street, sidewalk, alley, public ground, marketplace, bridge, pedestrian underpass and overpass repairs and reconstruction, and intersection improvements; the acquisition, construction and improvement q � of real and personal property useful for the protection of property from floods or high waters including g flood control, Ievees, embankments, 4 waterway, storm water and drainage improvements;the removal or replacement of dead or diseased trees; and the acquisition and demolition of dangerous or dilapidated buildings, structures or properties, or funding multi-family housing assistance, essential corporate purpose(s), and it is deemed necessary and advisable that General Obligation Bonds,to the amount of not to exceed$10,750,000 be issued for`said purpose(s); and WHEREAS, pursuant to notice published as required by Section 384.25 of said Code, this Council has held a public meeting and hearing upon the proposal to institute proceedings for the issuance of said Bonds, and the Council is therefore now authorized to proceed with the issuance of said Bonds for such purpose(s); and WHEREAS, the Issuer is in need of funds to pay costs of aiding in the planning, undertaking and carrying out of urban renewal projects under the authority of Chapter 403 and the Urban Renewal Plans for the Downtown Waterloo Riverfront Urban Renewal and Redevelopment Area,the Logan Avenue Urban Renewal Area and Redevelopment Plan,the NE Industrial Area Development Plan,the Martin Road Development Plan, and the Rath Area Redevelopment Plan, such as those costs associated with land acquisitions,public infrastructure projects including streets, streetscape,and utility improvements,the downtown development plan, downtown acquisitions, demolition costs, and funding multi-family housing assistance, essential corporate purpose project(s), and it is deemed necessary and advisable that the City issue General Obligation Bonds,for such purpose(s)to the amount of not to exceed $1,000,000 as authorized by Section 403.12 of the Code of Iowa; and WHEREAS,pursuant to notice published as required by Sections 384.24 (3)(q), 384.25, and 403.12 this Council has held a public meeting and hearing upon the proposal to institute proceedings for the issuance of said Bonds, and all objections, if any,to such Council action made by any resident or property owner of the City were received and considered by the Council; and no petition having been filed, it is the decision of the Council that additional action be taken for the issuance of said Bonds for such purpose(s), and that such action is considered to be in the best interests of the City and the residents thereof; and WHEREAS, the City is in need of funds to pay costs of acquisition of vehicles for various city departments, including public works, building inspections, Center for the Arts, leisure and building maintenance; equipping various city departments, including public works, city clerk, and engineering; building and infrastructure improvements for public works; reconstruction,renovation, remodeling, improvement, equipping and repairing of various City buildings and facilities, including projects at new city facilities, various ADA compliance improvements,public library, Art Center, fire station improvements, and swimming pool renovations, general corporate purpose(s), and it is deemed necessary and advisable that General Obligation Bonds, to the amount of not to exceed $700,000 be authorized for said purpose(s); and WHEREAS,the Issuer has a population of more than 5,000 but not more than 75,000, and the Bond o Bonds for these purposes do not exceed$700,000; and 5 WHEREAS,pursuant to notice published as required by Section 384.26 (5) of said Code, the Council of the City has held public meeting and hearing upon the proposal to institute proceedings for the issuance of Bonds for general corporate purpose(s) in the amounts as above set forth, and,no petition for referendum having been received,the Council is therefore now authorized to proceed with the issuance of said Bonds for such purpose(s); and WHEREAS, the City is in need of funds to pay costs of Cultural and Art projects, including at the Center for the Arts, and the Youth Pavillion; improvements at the Art Center, including the parking lot; and reconstruction, renovation, remodeling, improvement, equipping and repairing of Downtown Parking Garages, general corporate purpose(s), and it is deemed necessary and advisable that General Obligation Bonds, to the amount of not to exceed $700,000 be authorized for said purpose(s); and WHEREAS,the Issuer has a population of more than 5,000 but not more than 75,000, and the Bonds for these purposes do not exceed $700,000; and WHEREAS,pursuant to notice published as required by Section 384.26 (5) of said Code, the Council of the City has held public meeting and hearing upon the proposal to institute proceedings for the issuance of Bonds for general corporate purpose(s) in the amounts as above set forth, and,no petition for referendum having been received,the Council is therefore now authorized to proceed with the issuance of said Bonds for such purpose(s); and WHEREAS, the City is in need of funds to pay costs of comprehensive plan updates; acquisition of City wide Information Services equipment and software, including computers, productivity software and telephone system upgrades and improvements; Library computer upgrades; reconstruction, renovation and improvements to Sports Facility Improvement Fund, chemical storage building improvements, Leisure Services office,police department storage building, and downtown maintenance infrastructure projects, general corporate purpose(s), and it is deemed necessary and advisable that General Obligation Bonds, to the amount of not to exceed $700,000 be authorized for said purpose(s); and WHEREAS,the Issuer has a population of more than 5,000 but not more than 75,000, and the Bonds for these purposes do not exceed $700,000; and WHEREAS, pursuant to notice published as required by Section 384.26 (5) of said Code, the Council of the City has held public meeting and hearing upon the proposal to institute proceedings for the issuance of Bonds for general corporate purpose(s) in the amounts as above set forth, and, no petition for referendum having been received, the Council is therefore now authorized to proceed with the issuance of said Bonds for such purpose(s); and WHEREAS,the City is in need of funds to pay costs of acquisition of off-road maintenance equipment for the parks, golf course, and downtown departments; to pay the costs of golf course improvements, general corporate purpose(s), and it is deemed necessary and advisable that General Obligation Bonds, to the amount of not to exceed $500,000 be authorized for said purpose(s); and 6 WHEREAS,the Issuer has a population of more than 5,000 but not more than 75,000, and the Bonds for these purposes do not exceed$700,000; and WHEREAS,pursuant to notice published as required by Section 384.26 (5) of said Code, the Council of the City has held public meeting.and hearing upon the proposal to institute proceedings for the issuance of Bonds for general corporate purpose(s) in the amounts as above set forth, and,no petition for referendum having been received, the Council is therefore now authorized to proceed with the issuance of said Bonds for such purpose(s); and WHEREAS, pursuant to Section 384.28 of the Code of Iowa, it is hereby found and determined that the various general obligation Bonds authorized as hereinabove described shall be combined for the purpose of issuance in a single issue of$12,455,000 General Obligation Bonds as hereinafter set forth; and WHEREAS,pursuant to the provisions of Chapter 75 of the Code of Iowa, the above mentioned Bonds were heretofore sold at public sale and action should now be taken to issue said Bonds conforming to the terms and conditions of the best bid received at the advertised public sale. NOW, THEREFORE, BE IT RESOLVED BY CITY OF THE CITY OF WATERLOO, STATE OF IOWA: Section 1. Definitions. The following terms shall have the following meanings in this Resolution unless the text expressly or by necessary implication requires otherwise: • "Authorized Denominations" shall mean $5,000 or any integral multiple thereof. • "Beneficial Owner" shall mean, whenever used with respect to a Bond,the person in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the records of such Participant or such person's subrogee. • "Blanket Issuer Letter of Representations" shall mean the Representation Letter from the Issuer to DTC, with respect to the Bonds. • "Bond Fund" shall mean the fund created in Section 3 of this Resolution. • Bonds shall mean $12,455,000 General Obligation Bonds, Series 2015A, authorized to be issued by this Resolution. • "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Bonds. Continuing Disclosure Certificate shall mean that certain Continuing Disclosure Certificate approved under the terms of this Resolution and to be executed by 7 the Issuer and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. • "Depository Bonds " shall mean the Bonds as issued in the form of one global certificate for each maturity, registered in the Registration Books maintained by the Registrar in the name of DTC or its nominee. • "DTC" shall mean The Depository Trust Company,New York, New York, which will act as security depository for the Bond pursuant to the Representation Letter. • "Issuer" and "City" shall mean the City of Waterloo, State of Iowa. • "Participants" shall mean those broker-dealers, banks and other financial institutions for which DTC holds Bonds as securities depository. • "Paying Agent" shall mean Bankers Trust Company, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein as Issuer's agent to provide for the payment of principal of and interest on the Bonds as the same shall become due. • "Project" shall mean the costs of the acquisition, construction, reconstruction,extension, improvement, and equipping of works and facilities useful for the collection,treatment and disposal of sewage and industrial waste in a sanitary manner, including East Side Interceptor,Dry Run Creek,FEQ overflow,the acquisition, improvement and installation of traffic control devices, signage, fixtures, equipment and improvements, including but not limited to traffic signal, traffic safety and street light fixtures, connections, and facility improvements; the acquisition of vehicles and equipment for the Police, Fire Rescue and Street Departments; the rehabilitation and improvement of City parks and the acquisition, repair and replacement of facilities, equipment and improvements commonly found in City parks; the removal,replacement and planting of trees in parks and public grounds; the construction,reconstruction and repairing of street, sidewalk, alley, public ground, marketplace, bridge,pedestrian underpass and overpass repairs and reconstruction, and intersection improvements;the acquisition, construction and improvement of real and personal property useful for the protection of property from floods or high waters, including flood control, levees, embankments, waterway, storm water and drainage improvements; the removal or replacement of dead or diseased trees; and the acquisition and demolition of dangerous or dilapidated buildings, structures or properties, or funding multi-family housing assistance; aiding in the planning, undertaking and carrying out of urban renewal projects under the authority of Chapter 403 and the Urban Renewal Plans for the Downtown Waterloo Riverfront Urban Renewal and Redevelopment Area, the Logan Avenue Urban Renewal Area and Redevelopment Plan, the NE Industrial Area Development Plan, the Martin Road Development Plan, and the Rath Area Redevelopment Plan, such as those costs associated with land acquisitions,public infrastructure projects including streets, streetscape, and utility improvements, the downtown development plan, downtown 8 acquisitions, demolition costs, and funding multi-family housing assistance; acquisition of vehicles for various city departments, including public works, building inspections, Center for the Arts leisure and building maintenance; equipping vari ous city departments, including public works, city clerk, and engineering; building and infrastructure improvements for public works; reconstruction,renovation,remodeling, improvement, equipping and repairing of various City buildings and facilities, including projects at new cit facilities various ADA J y compliance improvements,public library,Art Center, fire station improvements, and swimming pool renovations; Cultural and Art projects, including at the Center for the Arts, and the Youth Pavillion; improvements at the Art Center, including the parking lot; and reconstruction, renovation remodeling, improvement, equipping and repairing of Downtown Parking Garages; comprehensive plan updates; acquisition of City wide Information Services equipment and software, including computers,productivity software and telephone system upgrades and improvements; Library computer up grades; reconstruction renovation and improvements to Sports Facility Improvement Fund, chemical storage building improvements, Leisure Services office, police department storage building, and downtown maintenance infrastructure projects; acquisition of off-road maintenance equipment for the parks, golf course, and downtown departments; to pay the costs of golf course i mprovements. • "Project Fund" shall mean the fund required to be established by this Resolution for the deposit of the proceeds of the Bonds. • "Rebate Fund" shall mean the fund so defined in and established pursuant to the Tax Exemption f on Certificate. • "Registrar" shall mean Bankers Trust Company of Des Moines, Iowa, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein with respect to maintaining a register of the owners of the Bonds. Unless otherwise specified,the Registrar shall also act as Transfer Agent for the Bonds. Resolution shall mean this resolution authorizing the Bonds. • "Tax Exemption Certificate" shall mean the Tax Exemption Certificate approved under the terms of this Resolution and to be executed by the Treasurer and delivered at the time of issuance and delivery of the Bonds. • "Treasurer" shall mean the Finance Officer or such other officer as shall succeed to the same duties and responsibilities with respect to the recording and payment of the Bonds issued hereunder. Section 2. Levy andCertification of A nnual Tax; Other Funds to be Used. a) Levy of Annual Tax. That for the purpose of providing funds to pay the principal and interest of the Bonds hereinafter authorized to be issued, there is hereby 9 levied for each future year the following direct annual tax on all of the taxable property in Waterloo, Iowa,to-wit: FISCAL YEAR(JULY 1 TO JUNE 30) AMOUNT YEAR OF COLLECTION $1,114,438.82* 2015/2016 $1,106,531.26 2016/2017 $1,094,181.26 2017/2018 $1,081,531.26 2018/2019 $1,063,581.26 2019/2020 $1,055,481.26 2020/2021 $1,041,931.26 2021/2022 $1,033,081.26 2022/2023 $1,028,781.26 2023/2024 $1,023,881.26 2024/2025 $1,018,381.26 2025/2026 $1,012,281.26 2026/2027 $1,010,581.26 2027/2028 $1,010,843.76 2028/2029 $1,003,950.00 2029/2030 *A levy has been included in the budget previously certified and will be used together with available City funds to pay the principal and interest of the Bond coming due in fiscal year 2015/2016. (NOTE: For example the levy to be made and certified against the taxable valuations of January 1, 2014 will be collected during the fiscal year commencing July 1, 2015.) b) Resolution to be Filed With County Auditor. A certified copy of this Resolution should be filed with the County Auditor of Black Hawk County, State of Iowa, and said Auditor is hereby instructed in and for each of the years as provided, to levy and assess the tax hereby authorized in Section 2 of this Resolution, in like manner as other taxes are levied and assessed, and such taxes so levied in and for each of the years aforesaid be collected in like manner as other taxes of the City are collected, and when collected be used for the purpose of paying principal and interest on said Bonds issued in anticipation of said tax, and for no other purpose whatsoever. c) Additional City Funds Available. Principal and interest coming due at any time when the proceeds of said tax on hand shall be insufficient to pay the same shall be promptly paid when due from current funds of the City available for that purpose and reimbursement shall be made from such special fund in the amounts thus advanced. Section 3. Bond Fund. Said taxes shall be collected each year at the same time and in the same manner as, and in addition to, all other taxes in and for the City, and when collected they shall be converted into a special fund within the Debt Service Fund to be known as the 10 "GENERAL OBLIGATION BOND FUND 2015 NO. 1" (the "Bond Fund"), which is hereby pledged for and shall be used only for the payment of the principal of and interest on the Bonds hereinafter authorized to be issued; and also there shall be apportioned to said fund its proportion of taxes received by the City from property that is centrally assessed by the State of Iowa. Section 4. A lication of Bon P pp d Proceeds. Proceeds of the Bonds other than accrued creed interest except as may be provided below, shall be credited to the Project Fund and expended therefrom for the purposes of issuance. Any amounts on hand in the Project Fund shall be available for the payment of the principal of or interest on the Bonds at any time that other funds shall be insufficient to the purpose, in which event such funds shall be repaid to the Project Fund at the earliest opportunity. Any balance on hand in the Project Fund and not immediately required for its purposes may be invested not inconsistent with limitations provided by law or this Resolution. Proceeds invested shall mature before the date on which the moneys are required for the Project. Accrued interest, if any, shall be deposited in the Bond Fund. Section 5. Investment of Bond Fund Proceeds. All moneys held in the Bond Fund, provided for by Section 3 of this Resolution shall be invested in investments permitted by Chapter 12B, Code of Iowa, 2015, as amended, or deposited in financial institutions which are members of the Federal Deposit Insurance Corporation and the deposits in which are insured thereby and all such deposits exceeding the maximum amount insured from time to time by FDIC or its equivalent successor in any one financial institution shall be continuously secured in compliance with Chapter 12C of the Code of Iowa, 2015, as amended, or otherwise by a valid pledge of direct obligations of the United States Government having an equivalent market value. All such interim investments shall mature before the date on which the moneys are required for payment of principal of or interest on the Bonds as herein provided. Section 6. Bond Details Execution and Redemption. a) Bond Details. General Obligation Bonds of the City in the amount of $12,455,000, shall be issued pursuant to the provisions of Sections 384.25, 384.26, 384.28 and 403.12 of the Code of Iowa for the aforesaid purposes. The Bonds shall be designated "GENERAL OBLIGATION BOND, SERIES 2015A", be dated June 29, 2015, and bear interest from the date thereof, until payment thereof, at the office of the Paying Agent, said interest payable on December 1, 2015, and semiannually thereafter on the 1 st day of June and December in each year until maturity at the rates hereinafter provided. The Bonds shall be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the Clerk, and impressed or printed with the seal of the City and shall be fully registered as to both principal and interest as provided in this Resolution; principal, interest and premium, if any, shall be payable at the office of the Paying Agent by mailing of a check to the registered owner of the Bond. The Bonds shall be in the denomination of$5,000 or multiples thereof. The Bonds shall mature and bear interest as follows: 11 Principal Interest Maturity Amount Rate June 1St $760,000 3.000% 2016 $745,000 3.000% 2017 $755,000 3.000% 2018 $765,000 3.000% 2019 $770,000 3.000% 2020 $785,000 3.000% 2021 $795,000 3.000% 2022 $810,000 3.000% 2023 $830,000 3.000% 2024 $850,000 3.000% 2025 $870,000 3.000% 2026 $890,000 3.000% 2027 $915,000 3.250% 2028 $945,000 3.375% 2029 $970,000 3.500% 2030 b)Redemption. i. Optional Redemption. Bonds maturing after June 1, 2023, may be called for optional redemption by the Issuer on that date or any date thereafter, from any funds regardless of source, in whole or from time to time in part, in any order of maturity and within an annual maturity by lot. The terms of redemption shall be par, plus accrued interest to date of call. Thirty days'written notice of redemption shall be given to the registered owner of the Bond. Failure to give written notice to any registered owner of the Bonds or any defect therein shall not affect the validity of any proceedings for the redemption of the Bonds. All Bonds or portions thereof called for redemption will cease to bear interest after the specified redemption date,provided funds for their redemption are on deposit at the place of payment. Written notice will be deemed completed upon transmission to the owner of record. If less than all of a maturity is called for redemption, the Issuer will notify DTC of the particular amount of such maturity to be redeemed prior to maturity. DTC will determine by lot the amount of each Participant's interest in such maturity to be redeemed and each Participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. 12 ii. Mandatory Payment and Redemption of Term Bonds. All Term Bonds are subject to mandatory redemption prior to maturity at a price equal to 100% of the portion of the principal amount thereof to be redeemed plus accrued interest at the redemption date on June 1 st of each of the years in the principal amount set opposite each year in the following schedule: Section 7. Issuance of Bonds in Book-Entry Form; Replacement Bonds. a)Notwithstanding the other provisions of this Resolution regarding registration, ownership, transfer, payment and exchange of the Bonds, unless the Issuer determines to permit the exchange of Depository Bonds for Bonds in Authorized Denominations,the Bonds shall be issued as Depository Bonds in denominations of the entire principal amount of each maturity of Bonds (or, if a portion of said principal amount is prepaid, said principal amount less the prepaid amount). The Bonds must be registered in the .name of Cede & Co., as nominee for DTC. Payment of semiannual interest for any Bonds registered in the name of Cede& Co. will be made by wire transfer or New York Clearing House or equivalent next day funds to the account of Cede & Co. on the interest payment date for the Bonds at the address indicated or in the Representation Letter. b) The Bonds will be initially issued in the form of separate single authenticated fully registered bonds in the amount of each stated maturity of the Bonds. Upon initial issuance, the ownership of the Bonds will be registered in the registry books of the Bankers Trust Company kept by the Paying Agent and Registrar in the name of Cede & Co., as nominee of DTC. The Paying Agent and Registrar and the Issuer may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal or redemption price of or interest on the Bonds, selecting the Bonds or portions to be redeemed, giving any notice permitted or required to be given to registered owners of Bonds under the Resolution of the Issuer, registering the transfer of Bonds, obtaining any consent or other action to be taken by registered owners of the Bonds and for other purposes. The Paying Agent,Registrar and the Issuer have no responsibility or obligation to any Participant or Beneficial Owner of the Bonds under or through DTC with respect to the accuracy of records maintained by DTC or any Participant; with respect to the payment by DTC or Participant of an amount of principal or redemption price of or interest on the Bonds; with respect to any notice given to owners of Bonds under the Resolution; with respect to the Participant(s) selected to receive payment in the event of a partial redemption of the Bonds, or a consent given or other action taken by DTC as registered.owner of the Bonds. The Paying Agent and Registrar shall pay all principal of and premium, if any, and interest on the Bonds only to Cede & Co. in accordance with the Representation Letter, and all payments are valid and effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum paid. DTC must receive an authenticated Bond for each separate stated maturity evidencing the obligation of the Issuer to make payments of principal of and premium, if any, and interest. Upon delivery by DTC to the Paying Agent and Registrar of written notice that DTC has determined to substitute a new nominee in place of Cede & Co.,the Bonds will be transferable to the new nominee in accordance with this Section. 13 c) In the event the Issuer determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bonds certificates, the Issuer may notify DTC and the Paying Agent and Registrar, whereupon DTC will notify the Participants, of the availability through DTC of Bonds certificates. The Bonds will be transferable in accordance with this Section. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the Issuer and the Paying Agent and Registrar and discharging its responsibilities under,applicable law. In this event, the Bonds will be transferable in accordance with this Section. d) Notwithstanding any other provision of the Resolution to the contrary, so long as any Bond is registered in the name of Cede& Co.,as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on the Bond and all notices must be made and given, respectively to DTC as provided in the Representation letter. e) In connection with any notice or other communication to be provided to Bondholders by the Issuer or the Paying Agent and Registrar with respect to a consent or other action to be taken by Bondholders,the Issuer or the Paying Agent and Registrar, as the case may be, shall establish a record date for the consent or other action and give DTC notice of the record date not less than 15 calendar days in advance of the record date to the extent possible. Notice to DTC must be given only when DTC is the sole Bondholder. f) The Representation Letter is on file with DTC and sets forth certain matters with respect to, among other things, notices, consents and approvals by Bondholders and payments on the Bonds. The execution ution and deliver} of the Representation Letter to DTC by the Issuer is ratified and confirmed. g) In the event that a transfer or exchange of the Bonds is permitted under this Section,the transfer or exchange may be accomplished upon receipt by the Registrar from the registered owners of the Bonds to be transferred or exchanged and appropriate instruments of transfer. In the event Bond certificates are issued to holders other than Cede & Co., its successor as nominee for DTC as holder of all the Bonds, or other securities depository as holder of all the Bonds, the provisions of the Resolution apply to, among other things, the printing of certificates and the method or payment of principal of and interest on the certificates. Any substitute depository shall be designated in writing by the Issuer to the Paying Agent. Any such substitute depository shall be a qualified and registered "clearing agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended. The substitute depository shall provide for(i) immobilization of the Depository Bonds, O ii registration and transfer of interests nterests m Depository Bonds by book entries made on records of the depository or its nominee and (iii)payment of principal of,premium, if any, and interest on the Bonds in accordance with and as such interests may appear with respect to such book entries. h) The officers of the Issuer are authorized and directed to prepare and furnish to the purchaser, and to the attorneys approving the legality of Bonds, certified copies of 14 proceedings, ordinances, resolutions and records and all certificates and affidavits and other instruments as may be required to evidence the legality and marketability of the Bonds, and all certified copies, certificates, affidavits and other instruments constitute representations of the Issuer as to the correctness of all stated or recited facts. Section 8. Registration of Bonds; Appointment of Registrar; Transfer; Ownership-, Delivery; and Cancellation. a) Registration. The ownership of Bonds may be transferred only by the making of an entry upon the books kept for the registration and transfer of ownership of the Bonds, and in no other way. Bankers Trust Company is hereby appointed as Bond Registrar under the terms of this Resolution and under the provisions of a separate agreement with the Issuer filed herewith which is made a part hereof by this reference. Registrar shall maintain the books of the Issuer for the registration of ownership of the Bonds for the payment of principal of and interest on the Bonds as provided in this Resolution. All Bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.31 of the Code of Iowa subject to ther p ovisions for registration and transfer contained in the Bonds and in this Resolution. b) Transfer. The ownership of any Bond may be transferred only upon the Registration Books kept for the registration and transfer of Bonds and only upon surrender thereof at the office of the Registrar together with an assignment duly executed by the holder or his duly authorized attorney in fact in such form as shall be satisfactory to the Registrar, along with the address and social security number or federal employer identification number of such transferee (or, if registration is to be made in the name of multiple individuals, of all such transferees). In the event that the address of the registered owner of a Bond(other than a registered owner which is the nominee of the broker or dealer in question) is that of a broker or dealer, there must be disclosed on the Registration Books the information pertaining to the registered owner required above. Upon the transfer of any such Bond, a new fully registered Bond, of any denomination or denominations permitted by this Resolution in aggregate principal amount equal to the unmatured and unredeemed principal amount of such transferred fully registered Bond, and bearing interest at the same rate and maturing on the same date or dates shall be delivered by the Registrar. c) Registration of Transferred Bonds. In all cases of the transfer of the Bonds, the Registrar shall register, at the earliest practicable time, on the Registration Books, the Bonds, in accordance with the provisions of this Resolution. d) Ownership. As to any Bond, the person in whose name the ownership of the same shall be registered on the Registration Books of the Registrar shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Bonds and the premium, if any, and interest thereon shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon,to the extent of the sum or sums so paid. 15 e) Cancellation. All Bonds which have been redeemed shall not be reissued but shall be cancelled by the Registrar. All Bonds which are cancelled by the Registrar shall be destroyed and a certificate of the destruction thereof shall be furnished promptly to the Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the cancelled Bonds to the Issuer. f) Non-Presentment of Bonds. In the event any payment check representing payment of principal of or interest on the Bonds is returned to the Paying Agent or if any bond is not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such principal of or interest on Bonds shall have been made available to the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Bonds shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the owner of such Bonds who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Resolution or on,or with respect to, such interest or Bonds. The Paying Agent's obligation to hold such funds shall continue for a period equal to two years and six months following the date on which such interest or principal became due, whether at maturity, or at the date fixed for redemption thereof, or otherwise, at which time the Paying Agent, shall surrender any remaining funds so held to the Issuer, whereupon any claim under this Resolution by the Owners of such interest or Bonds of whatever nature shall be made upon the Issuer. g) Registration and Transfer Pees. The Registrar may furnish to each owner, at the Issuer's expense, one bond for each annual maturity. The Registrar shall furnish additional Bonds in lesser denominations (but not less than the minimum denomination) to an owner who so requests. Section 9. Reissuance of Mutilated Destroyed Stolen or Lost Bonds. In case any outstanding Bond shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the request of Registrar authenticate and deliver a new Bond of like tenor and amount as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond to Registrar, upon surrender of such mutilated Bond, or in lieu of and substitution for the Bond destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and Issuer that such Bond has been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Registrar and Issuer with satisfactory indemnity and complying with such other reasonable regulations as the Issuer or its agent may prescribe and paying such expenses as the Issuer may incur in connection therewith. Section 10. Record Date. Payments of principal and interest, otherwise than upon full redemption, made in respect of any Bond, shall be made to the registered holder thereof or to their designated agent as the same appear on the books of the Registrar on the 15th day of the month preceding the payment date. All such payments shall fully discharge the obligations of the Issuer in respect of such Bonds to the extent of the payments so made. Payment of principal shall only be made upon surrender of the Bond to the Paying Agent. 16 Section 11. Execution, Authentication and Delivery of the Bonds. Upon the adoption of this Resolution,the Mayor and Clerk shall execute and deliver the Bonds to the Registrar, who shall authenticate the Bonds and deliver the same to or upon order of the Purchaser. No Bond shall be valid or obligatory for any purpose or shall be entitled to any right or benefit hereunder unless the Registrar shall duly endorse and execute on such Bond a Certificate of Authentication substantially in the form of the Certificate herein set forth. Such Certificate upon any Bond executed on behalf of the Issuer shall be conclusive evidence that the Bond so authenticated has been duly issued under this Resolution and that the holder thereof is entitled to the benefits of this Resolution. No Bonds shall be authenticated and delivered by the Registrar unless and until there shall have been provided the following: 1. A certified copy of the Resolution of Issuer authorizing the issuance of the Bonds; 2. A written order of Issuer signed by the Treasurer of the Issuer directing the authentication and delivery of the Bonds to or upon the order of the Purchaser upon payment of the purchase price as set forth therein; 3. The approving opinion of Ahlers & Cooney, P.C., Bond Counsel, concerning the validity and legality of all the Bonds proposed to be issued. Section 12. Right to Name Substitute Paying Agent or Registrar. Issuer reserves the right to name a substitute, successor Registrar or Paying Agent upon giving prompt written notice to each registered bondholder. Section 13. Form of Bond. Bonds shall be printed substantially in the form as follows: "STATE OF IOWA" "COUNTY OF BLACK HAWK" "CITY OF WATERLOO" "GENERAL OBLIGATION BOND" "SERIES 2015A" "CORPORATE PURPOSES" Rate: Maturity: Bond Date: June 29, 2015 CUSIP No.: "Registered" Certificate No. Principal Amount: $ The City of Waterloo, State of Iowa, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of Iowa(the "Issuer"), for value 17 i received,promises to pay from the source and as hereinafter provided, on the maturity date indicated above,to (Registration panel to be completed by Registrar or Printer with name of Registered Owner). or registered assigns, the principal sum of(enter principal amount in long form) THOUSAND DOLLARS in lawful money of the United States of America, on the maturity date shown above, only upon presentation and surrender hereof at the office of Bankers Trust Company, Paying Agent of this issue, or its successor, with interest on the sum from the date hereof until paid at the r ateer annum p specified above payable on Dec p ,p y ember I, 2015, and semiannually thereafter on the 1 st day of June and December in each year. Interest and principal shall be paid to the registered holder of the Bond as shown on the records of ownership maintained by the Registrar as of the 15th day of the month preceding such interest payment date. Interest shall be computed on the basis of a 360-day year of twelve 30- day months. This Bond is issued pursuant to the provisions of Sections 384.25, 384.26, 384.28 and 403.12 of the Code of Iowa, for the purpose of paying costs of the acquisition, construction, reconstruction, extension, improvement, and equipping of works and facilities useful for the collection, treatment and disposal of sewage and industrial waste in a sanitary manner, including East Side Interceptor, Dry Run Creek,FEQ overflow, the acquisition, improvement and installation of traffic control devices, signage, fixtures, equipment and improvements, including but not limited to traffic signal,traffic safety and street light fixtures, connections, and facility improvements; the acquisition of vehicles and equipment for the Police, Fire Rescue and Street Departments; the rehabilitation and improvement of City parks and the acquisition,repair and replacement of facilities, equipment and improvements commonly found in City parks; the removal, replacement and planting of trees in parks and public grounds; the construction,. reconstruction and repairing of street, sidewalk, alley, public ground, marketplace, bridge, pedestrian underpass and overpass repairs and reconstruction, and intersection improvements; the acquisition, construction and improvement of real and personal property useful for the Pi J: c titin of property from floods or high waters, including flood control, levees, embankments, waterway, storm water and drainage improvements; the removal or replacement of dead or diseased trees; and the acquisition and demolition of dangerous or dilapidated buildings, structures or properties, or funding multi-family housing assistance; aiding in the planning, undertaking and carrying out of urban renewal projects under the authority of Chapter 403 and the Urban Renewal Plans for the Downtown Waterloo Riverfront Urban Renewal and Redevelopment Area, the Logan Avenue Urban Renewal Area and Redevelopment Plan,the NE Industrial Area Development Plan, the Martin Road Development Plan, and the Rath Area Redevelopment Plan, such as those costs associated with land acquisitions, public infrastructure projects including streets, streetscape, and utility improvements, the downtown development plan, downtown acquisitions, demolition costs, and funding multi-family housing assistance; acquisition of vehicles for various city departments, including public works, building inspections, Center for the Arts, leisure and building maintenance; equipping various city departments, including public works, city clerk, and engineering; building and infrastructure 18 improvements for public works; reconstruction, renovation,remodeling, improvement, equipping and repairing of various City buildings and facilities, including projects at new city facilities, various ADA compliance improvements,public library, Art Center, fire station improvements, and swimming pool renovations; Cultural and Art projects, including at the Center for the Arts, and the Youth Pavillion; improvements at the Art Center, including the parking lot; and reconstruction, renovation,remodeling, improvement, equipping and repairing of Downtown Parking Garages; comprehensive plan updates; acquisition of City wide Information Services equipment and software, including computers,productivity software and telephone system upgrades and improvements; Library computer upgrades; reconstruction, renovation and improvements to Sports Facility Improvement Fund, chemical storage building improvements, Leisure Services office,police department storage building, and downtown maintenance infrastructure projects; acquisition of off-road maintenance equipment for the parks, golf course, and downtown departments; to pay the costs of golf course improvements, in conformity to a Resolution of the Council of said City duly passed and approved. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a limited purpose trust company ("DTC"),to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other Issuer as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede& Co.,has an interest herein. Bonds maturing after June 1, 2023,may be called for optional redemption by the Issuer and paid before maturity on said date or any date thereafter, from any funds regardless of source, in whole or from time to time in part, in any order of maturity and within an annual maturity by lot. The terms of redemption shall be par,plus accrued interest to date of call. Thirty days' written notice of redemption shall be given to the registered owner of the Bond. Failure to give written notice to any registered owner of the Bonds or any defect therein shall not affect the validity of any proceedings for the redemption of the Bonds. All bonds or portions thereof called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment. Written notice will be deemed completed upon transmission to the owner of record. If less than all of a maturity is called for redemption, the Issuer will notify DTC of the particular amount of such maturity to be redeemed prior to maturity. DTC will determine by lot the amount of each Participant's interest in such maturity to be redeemed and each Participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. Ownership of this Bond may be transferred only by transfer upon the books kept for such purpose by Bankers Trust Company, the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Bond at the office of the Registrar as designated below, together with an assignment duly executed by the owner hereof or his duly authorized attorney in 19 the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however,promptly give notice to registered bondholders of such change. All bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.31 of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bond Resolution. And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and Constitution of the State of Iowa,to exist, to be had, to be done, or to be performed precedent to the lawful issue of this Bond,have been existent, had, done and performed as required by law; that provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the territory of the Issuer for the payment of the principal and interest of this Bond as the same will respectively become due; that the faith, credit, revenues and resources and all the real and personal property of the Issuer are irrevocably pledged for the prompt payment hereof, both principal and interest; and the total indebtedness of the Issuer including this Bond, does not exceed the constitutional or statutory limitations. IN TESTIMONY WHEREOF,the Issuer by its Council,has caused this Bond to be signed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk, with the seal of the City printed or impressed hereon, and to be authenticated by the manual signature of an authorized representative of the Registrar, Bankers Trust Company,Des Moines, Iowa. Date of authentication: This is one of the Bonds described in the within mentioned Resolution, as registered by Bankers Trust Company. BANKERS TRUST COMPANY, Registrar By: Authorized Signature Registrar and Transfer Agent: Bankers Trust Company Paying Agent: Bankers Trust Company SEE REVERSE FOR CERTAIN DEFINITIONS (Seal) (Signature BIock) CITY OF WATERLOO, STATE OF IOWA By: (manual or facsimile signature) Mayor 20 ATTEST: By: (manual or facsimile signature) City Clerk (Assignment Block) (Information Required for Registration) ASSIGNMENT For value received,the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. )the within Bond and does hereby irrevocably constitute and appoint attorney in fact to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: (Person(s) executing this Assignment sign(s)here) SIGNATURE) GUARANTEED) IMPORTANT-READ CAREFULLY The signature(s)to this Power must correspond with the name(s) as written upon the face of the certificate(s) or bond(s) in every particular without alteration or enlargement or any change whatever. Signature guarantee must be provided in accordance with the prevailing standards and procedures of the Registrar and Transfer Agent. Such standards and procedures may require signature to be guaranteed by certain eligible guarantor institutions that participate in a recognized signature guarantee program. 21 INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER Name of Transferee(s) Address of Transferee(s) Social Security or Tax Identification Number of Transferee(s) Transferee is a(n): Individual* Corporation Partnership Trust *If the Bond is to be registered in the names of multiple individual owners, the names of all such owners and one address and social security number must be provided. The following abbreviations,when used in the inscription on the face of this Bond, shall be construed as though written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT- as tenants by the entireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common IA UNIF TRANS MIN ACT - .......... Custodian .......... (Cust) (Minor) Under Iowa Uniform Transfers to Minors Act................... (State) ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST Section 14. Closing Documents. The Mayor and City Clerk are authorized and directed to execute, attest,seal and deliver for and on behalf of the City any other additional certificates, documents, or other papers and perform all other acts, including without limitation the execution of all closing documents, as they may deem necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution. Section 15. Contract Between Issuer and Purchaser. This Resolution constitutes a contract between said City and the purchaser of the Bonds. Section 16. Non-Arbitrage Covenants. The Issuer reasonably expects and covenants that no use will be made of the proceeds from the issuance and sale of the Bonds issued hereunder which will cause any of the Bonds to be classified as arbitrage bonds within the meaning of Sections 148(a) and (b) of the Internal Revenue Code of the United States, as amended, and that throughout the term of the Bonds it will comply with the requirements of statutes and regulations issued thereunder. 22 To the best knowledge and belief of the Issuer,there are no facts or circumstances that would materially change the foregoing statements or the conclusion that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be arbitrage bonds. Section 17. Approval of Tax Exemption Certificate. Attached hereto is a form of Tax Exemption Certificate stating the Issuer's reasonable expectations as to the use of the proceeds of the Bonds. The form of Tax Exemption Certificate is approved. The Issuer hereby agrees to comply with the provisions of the Tax Exemption Certificate and the provisions of the Tax Exemption Certificate are hereby incorporated by reference as part of this Resolution. The Finance Officer is hereby directed to make and insert all calculations and determinations necessary to complete the Tax Exemption Certificate at issuance of the Bonds to certify as to the reasonable expectations and covenants of the Issuer at that date. Section 18. Continuing Disclosure. The Issuer hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate, and the provisions of the Continuing Disclosure Certificate are hereby incorporated by reference as part of this Resolution and made a part hereof. Notwithstanding any other provision of this Resolution, failure of the Issuer to comply with the Continuing Disclosure Certificate shall not be considered an event of default under this Resolution;however, any holder of the Bonds or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order,to cause the Issuer to comply with its obligations under the Continuing Disclosure Certificate. For purposes of this section, "Beneficial Owner" means any person which (a)has the power, directly or indirectly,to vote or consent with respect to, or to dispose of ownership of, any Bond(including persons holding Bonds through nominees, depositories or other intermediaries), or(b)is treated as the owner of any Bonds for federal income tax purposes. Section 19. Additional Covenants Representations and Warranties of the Issuer. The Issuer certifies and covenants with the purchasers and holders of the Bonds from time to time outstanding that the Issuer through its officers, (a) will make such further specific covenants, representations and assurances as may be necessary or advisable; (b) comply with all representations, covenants and assurances contained in the Tax Exemption Certificate, which Tax Exemption Certificate shall constitute a part of the contract between the Issuer and the owners of the Bonds;(c) consult with Bond Counsel (as defined in the Tax Exemption Certificate); (d)pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Bonds;(e) file such forms, statements and supporting documents as may be required and in a timely manner; and(f) if deemed necessary or advisable by its officers, to employ and pay fiscal agents, financial advisors, attorneys and other persons to assist the Issuer in such compliance. Section 20. Amendment of Resolution to Maintain Tax Exemption. This Resolution may be amended without the consent of any owner of the Bonds if, in the opinion of Bond Counsel, such amendment is necessary to maintain tax exemption with respect to the Bonds under applicable Federal law or regulations. 23 Section 21. Repeal of Conflicting Resolutions or Ordinances. All ordinances and resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed. Section 22. Severability Clause. If any section,paragraph, clause or provision of this Resolution be held invalid, such invalidity shall not affect any of the remaining provisions hereof, and this Resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this 9t'day of June, 2015. Ernest G. Clark, Mayor ATTEST: Kelley Felchle, puty City Clerk 24 i CERTIFICATE STATE OF IOWA ) ) SS COUNTY OF BLACK HAWK ) I, the undersigned City Clerk of the City of Waterloo, State of Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of the City showing proceedings of the Council, and the same is a true and complete copy of the action taken by the Council with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of public hearing and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of the agenda being attached hereto)pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa,upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective city offices as indicated therein, that no vacancy existed except as may be stated in the proceedings, and that no controversy or litigation is pending,prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of the Council hereto affixed this---'--� day of 2015. WW Kelley Fel 1`, Deputy City Clerk, City of Waterloo,State of Iowa SEAL 01114565-1\1 13 10-1 10 COUNTY AUDITOR'S CERTIFICATE I, �� , County Auditor of Black Hawk County, State of Iowa, hereby certify that on the ­71`t, day of &ui P- , 2015 there was filed in my office the Resolution of the City Council of the City of Waterloo, State of Iowa, adopted on the 91h day of June, 2015,such Resolution levying a tax for the purpose of paying principal and interest on$12,455,000 of General Obligation Bonds, Series 2015A, dated June 29, 2015, and authorizing the issuance of the Bonds. tjCOUNTY SEAL Count Audit f Blac awk Count State � ) Y Y� of Iowa 01116448-1\11310-109 TAX EXEMPTION CERTIFICATE of CITY OF WATERLOO, COUNTY OF BLACK HAWK, STATE OF IOWA,ISSUER $12,455,000 General Obligation Bonds, Series 2015A This instrument was prepared by: Ahlers& Cooney, P.C. 100 Court Avenue, Suite 600 Des Moines, Iowa 50309 (515) 243-7611 I TABLE OF CONTENTS This Table of Contents is not a part of this Tax Exemption Certificate and is provided only for convenience of reference. ARTICLEI DEFINITIONS.........................................................................................................1 ARTICLE II SPECIFIC CERTIFICATIONS, REPRESENTATIONS AND AGREEMENTS.................................................................................................................5 Section 2.1 Authority to Certify and Expectations.........................................................5 Section 2.2 Receipts and Expenditures of Sale Proceeds...............................................7 Section 2.3 Purpose of Bonds.........................................................................................8 Section 2.4 Facts Supporting Tax-Exemption Classification.........................................9 Section 2.5 Facts Supporting Temporary Periods for Proceeds .....................................9 Section 2.6 Resolution Funds at Restricted or Unrestricted Yield...............................10 Section 2.7 Pertaining to Yields....................................................................................10 Section 2.8 Reimbursement Bonds...............................................................................11 ARTICLEIII REBATE..............................................................................................................12 Section3.1 Records ......................................................................................................12 Section3.2 Rebate Fund...............................................................................................12 Section 3.3 Exceptions to Rebate..................................................................................13 Section 3.4 Calculation of Rebate Amount...................................................................14 Section 3.5 Rebate Requirements and the Bond Fund..................................................14 Section 3.6 Investment of the Rebate Fund..................................................................14 Section 3.7 Payment to the United States.....................................................................15 Section3.8 Records ......................................................................................................15 Section 3.9 Additional Payments..................................................................................16 ARTICLE IV INVESTMENT RESTRICTIONS.....................................................................16 Section 4.1 Avoidance of Prohibited Payments............................................................16 Section 4.2 Market Price Requirement.........................................................................16 Section 4.3 Investment in Certificates of Deposit........................................................16 Section 4.4 Investment Pursuant to Investment Contracts and Agreements ................17 Section4.5 Records ......................................................................................................19 Section 4.6 Investments to be Legal.............................................................................19 ARTICLE V GENERAL COVENANTS ..................................................................................19 ARTICLE VI AMENDMENTS AND ADDITIONAL AGREEMENTS...............................19 Section 6.1 Opinion of Bond Counsel; Amendments...................................................19 Section 6.2 Additional Covenants,Agreements...........................................................20 Section 6.3 Internal Revenue Service Audits ......................... ...........................20 Section 6.4 Amendments..............................................................................................20 EXHIBIT "A" PURCHASER'S CERTIFICATE...................................................................21 i TAX EXEMPTION CERTIFICATE CITY OF WATERLOO, STATE OF IOWA THIS TAX EXEMPTION CERTIFICATE made and entered into on June 29, 2015, by the Cit of Waterloo Count of Black Hawk, State of Iowa the "Issuer"). Y � Y ( ) INTRODUCTION This Certificate is executed and delivered in connection with the issuance by the Issuer of its $12,455,000 General Obligation Bonds, Series 2015A (the "Bonds"). The Bonds are issued pursuant to the provisions of the Resolution of the Issuer authorizing the issuance of the Bonds. Such Resolution provides that the covenants contained in this Certificate constitute a part of the Issuer's contract with the owners of the Bonds. The Issuer recognizes that under the Code (as defined below)the tax-exempt status of the interest received by the owners of the Bonds is dependent upon, among other things,the facts, circumstances, and reasonable expectations of the Issuer as to future facts not inexistence at this time, as well as the observance of certain covenants in the future. The Issuer covenants that it will take such action with respect to the Bonds as may be required by the Code, and pertinent legal regulations issued thereunder in order to establish and maintain the tax-exempt status of the Bonds, including the observance of all specific covenants contained in the Resolution and this Certificate. ARTICLE I DEFINITIONS The following terms as used in this Certificate shall have the meanings set forth below. The terms defined in the Resolution shall retain the meanings set forth therein when used in this Certificate. Other terms used in this Certificate shall have the meanings set forth in the Code or in the Regulations. • "Annual Debt Service" means thep rinci al of and interest on the Bonds p scheduled to be paid during a given Bond Year. • "Bonds" means the $12,455,000 aggregate principal amount of General Obligation Bonds, Series 2015A, of the Issuer issued in registered form pursuant to the Resolution. • "Bond Counsel" means Ahlers & Cooney, P.C., Des Moines, Iowa, or an attorney at law or a firm of attorneys of nationally recognized standing in matters pertaining to the tax-exempt status of interest on obligations issued by states and their w fore he highest court of an admitted the practice of la be t political subdivisions, duly m to p g y State of the United States of America. • "Bond Fund" means the Sinking Fund described in the Resolution. 1 • 'Bond Purchase Agreement" means the binding contract in writing for the sale of the Bonds. • "Bond Year" as defined in Regulation 1.148-1(b), means a one-year period beginning on the day after expiration of the preceding Bond Year. The first Bond Year shall be the one-year or shorter period beginning on the Closing Date and ending on a principal or interest payment date, unless Issuer selects another date. • "Bond Yield" means that discount rate which produces an amount equal to the Issue Price of the Bonds when used in computing the present value of all payments of principal and interest to be paid on the Bonds, using semiannual compounding on a 360- day year as computed under Regulation 1.148-4. • "Certificate"means this Tax Exemption Certificate. Closing means the delivery of the Bonds in exchange for the agreed upon purchase price. • "Closing Date"means the date of Closing. • "Code" means the Internal Revenue Code of 1986, as amended, and any statutes which replace or supplement the Internal Revenue Code of 1986. • "Computation Date" means each five-year period from the Closing Date through the last day of the fifth and each succeeding fifth Bond Year. • "Excess Earnings" means the amount earned on all Nonpurpose Investments minus the amount which would have been earned if such Nonpurpose Investments were invested at a rate equal to the Bond Yield, plus any income attributable to such excess. • "Final Bond Retirement Date" means the date on which the Bonds are actually paid in full. • "Governmental Obligations" means direct general obligations of, or obligations the timely payment of the principal of and interest on which is unconditionally guaranteed by the United States. • "Gross Proceeds" as defined in Regulation 1.148-1(b), means any Proceeds of the Bonds and any replacement proceeds (as defined in Regulation 1.148-1(c)) of the Bonds. • "Gross Proceeds Funds" means the Project Fund, Proceeds held to pay cost of issuance, and any other fund or account held for the benefit of the owners of the Bonds or containing Gross Proceeds of the Bonds except the Bond Fund and the Rebate Fund. 2 • "Issue Price" as defined in Regulation 1.148-1(b), means [the initial offering price of the Bonds to the public (not including bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers)at which price a substantial amount of the Bonds(not less than 10%of each maturity) were sold to the public. For those maturities where less than 10%of such maturity has been sold at the initial offering price, the price for that maturity is determined as of the date of the Bond Purchase Agreement based upon the reasonably expected initial offering price to the public. The Purchasers have certified the Issue Price to be not more than $12,748,305.80. • "Issuer" means the City of Waterloo, a municipal corporation in the County of Black Hawk, State of Iowa. • "Minor Portion of the Bonds", as defined in Regulation 1.148-2(g), means the lesser of five (5)percent of Proceeds or$100,000. The Minor Portion of the Bonds is computed to be $100,000. • "Nonpurpose Investments" means any investment property which is acquired with Gross Proceeds and is not acquired to carry out the governmental purpose of the Bonds, and may include but is not limited to U.S. Treasury bonds, corporate bonds, or certificates of deposit. • "Proceeds" as defined in Regulation 1.148-1(b), means Sale Proceeds, investment proceeds and transferred proceeds of the Bonds. • "Project" means the acquisition, construction, reconstruction, extension, improvement, and equipping of works and facilities useful for the collection,treatment and disposal of sewage and industrial waste in a sanitary manner, including East Side Interceptor,Dry Run Creek, FEQ overflow,the acquisition, improvement and installation of traffic control devices, signage; fixtures, equipment and improvements, including but not limited to traffic signal,traffic safety and street light fixtures, connections, and facility improvements; the acquisition of vehicles and equipment for the Police,Fire Rescue and Street Departments;the rehabilitation and improvement of City parks and the acquisition, repair and replacement of facilities, equipment and improvements commonly found in City parks; the removal, replacement and planting of trees in parks and public grounds; the construction, reconstruction and repairing of street, sidewalk, alley, public ground, marketplace, bridge, pedestrian underpass and overpass repairs and reconstruction, and intersection improvements; the acquisition, construction and improvement of real and personal property useful for the protection of property from floods or high waters, including flood control, levees, embankments, waterway, storm water and drainage improvements; the removal or replacement of dead or diseased trees; and the acquisition and demolition of dangerous or dilapidated buildings, structures or properties, or funding multi-family housing assistance;aiding in the planning, undertaking and carrying out of urban renewal projects under the authority of Chapter 403 and the Urban Renewal Plans for the Downtown Waterloo Riverfront Urban Renewal and Redevelopment Area,the Logan Avenue Urban Renewal Area and Redevelopment Plan, the NE Industrial Area Development Plan, the Martin Road 3 I Development Plan, and the Rath Area Redevelopment Plan, such as those costs associated with land acquisitions,public infrastructure projects including streets, streetscape, and utility improvements,the downtown development plan, downtown acquisitions, demolition costs, and funding multi-family housing assistance; acquisition of vehicles for various city departments, including public works, building inspections, Center for the Arts, leisure and building maintenance; equipping various city departments, including public works, city clerk, and engineering; building and infrastructure improvements for public works; reconstruction, renovation,remodeling, improvement, equipping and repairing of various City buildings and facilities, including projects at new city facilities, various ADA compliance improvements, public library, Art Center, fire station improvements, and swimming pool renovations; Cultural and Art projects, including at the Center for the Arts, and the Youth Pavillion; improvements at the Art Center, including the parking lot; and reconstruction,renovation, remodeling, improvement, equipping and repairing of Downtown Parking Garages; comprehensive plan updates; acquisition of City wide Information Services equipment and software, including computers,productivity software and telephone system upgrades and improvements; Library computer upgrades; reconstruction,renovation and improvements to Sports Facility Improvement Fund, chemical storage building improvements, Leisure Services office,police department storage building, and downtown maintenance infrastructure projects; acquisition of off-road maintenance equipment for the parks, golf course, and downtown departments;to pay the costs of golf course improvements including sums already expended that meet the requirements of Section 2.8 hereof, as more fully described in the Resolution. • "Project Fund" shall mean the fund required to be established by the Resolution for the deposit of the Proceeds of the Bonds. • "Purchasers" means Piper Jaffray & Co. of Minneapolis, Minnesota, constituting the initial purchasers of the Bonds from the Issuer. • "Rebate Amount" means the amount computed as described in this Certificate. • "Rebate Fund" means the fund to be created, if necessary,pursuant to this Certificate. • "Rebate Payment Date" means a date chosen by the Issuer which is not more than 60 days following each Computation Date or the Final Bond Retirement Date. • "Regulations" means the Income Tax Regulations, amendments and successor provisions promulgated by the Department of the Treasury under Sections 103, 148 and 149 of the Code, or other Sections of the Code relating to "arbitrage bonds", including without limitation Regulations 1.148-1 through 1.148-11, 1.149(b)-1, 1.149- d(l), 1.150-1 and 1.150-2. 4 �I • "Replacement Proceeds" include, but are not limited to, sinking funds, amounts that are pledged as security for an issue, and amounts that are replaced because of a sufficiently direct nexus to a governmental purpose of an issue. • "Resolution" means the resolution of the Issuer adopted on June 9, 20154, authorizing the issuance of the Bonds. • "Sale Proceeds" as defined in Regulation 1.148-1(b), means any amounts actually or constructively received from the sale of the Bonds, including amounts used to pay underwriter's discount or compensation and accrued interest other than pre-issuance accrued interest. • "Sinking Fund" means the Bond Fund. • "SLGS" means demand deposit Treasury securities of the State and Local Government Series.. • "Tax Exempt Obligations" means bonds or other obligations the interest on which is excludable from the gross income of the owners thereof under Section 103 of the Code and include certain regulated investment companies, stock in tax-exempt mutual funds and demand deposit SLGS. • "Taxable-Obligations" means all investment property, obligations or securities other than Tax Exempt Obligations. • "Verification Certificate" means the certificate attached to this Certificate as Exhibit A, setting forth the offering prices at which the Purchaser will reoffer and sell the Bonds to the public. ARTICLE II SPECIFIC CERTIFICATIONS, REPRESENTATIONS AND AGREEMENTS The Issuer hereby certifies, represents and agrees as follows: Section 2.1 Authority to Certify and Expectations (a) The undersigned officer of the Issuer along with other officers of the Issuer, are charged with the responsibility of issuing the Bonds. (b) This Certificate is being executed and delivered in part for the purposes specified in Section 1.148-2(b)(2) of the Regulations and is intended(among other purposes)to establish reasonable expectations of the Issuer at this time. (c) The Issuer has not been notified of any disqualification or proposed disqualification of it by the Commissioner of the Internal Revenue Service as a bond issuer which may certify bond issues under Section 1.148-2(b)(2) of the Regulations. 5 (d) The certifications,representations and agreements set forth in this Article II are made on the basis of the facts, estimates and circumstances in existence on the date hereof, including the following: (1) with respect to amounts expected to be received from delivery of the Bonds, amounts actually received, (2)with respect to payments of amounts into various funds or accounts, review of the authorizations or directions for such payments made by the Issuer pursuant to the Resolution and this Certificate, (3) with respect to the Issue Price, the certifications of the Purchasers as set forth in the Verification Certificate, (4) with respect to expenditure of the Proceeds of the Bonds, actual expenditures and reasonable expectations of the Issuer as to when the Proceeds will be spent for purposes of the Project, and(5) with respect to Bond Yield, review of the Verification Certificate. The Issuer has no reason to believe such facts, estimates or circumstances are untrue or incomplete in any material way. (e) To the best of the knowledge and belief of the undersigned officer of the Issuer, there are no facts, estimates or circumstances that would materially change the representations, certifications or agreements set forth in this Certificate, and the expectations herein set out are reasonable. (f) No arrangement exists under which the payment of principal or interest on the Bonds would be directly or indirectly guaranteed by the United States or any agency or instrumentality thereof. (g) After the expiration of any applicable temporary periods, and excluding investments in a bona fide debt service fund or reserve fund, not more than five percent (5%) of the Proceeds of the Bonds will be (a) used to make loans which are guaranteed by the United States or any agency or instrumentality thereof, or(b) invested in federally insured deposits or accounts. (h) The Issuer will file with the Internal Revenue Service in a timely fashion Form 8038-G, Information Return for Tax-Exempt Governmental Obligations with respect to the Bonds and such other reports required to comply with the Code and applicable Regulations. (i) The Issuer will take no action which would cause the Bonds to become "private activity bonds" as defined in Section 141 (a) of the Code, including any use of the Project by any person other than a governmental unit if such use will be by other than a member of the general public. None of the Proceeds of the Bonds will be used directly or indirectly to make or finance loans to any person other than a governmental unit. 0) The Issuer will make no change in the nature or purpose of the Project except as provided in Section 6.1 hereof. (k) Except as provided in the Resolution, the Issuer will not establish any sinking fund, bond fund, reserve fund, debt service fund or other fund reasonably expected to be used to pay debt service on the Bonds (other than the Bond Fund and any Reserve Fund), exercise its option to redeem Bonds prior to maturity or effect a refunding of the Bonds. 6 (1) No other tax-exempt bonds or other obligations of the Issuer(1)were sold in the 15 days preceding the date of sale of the Bonds, (2)were sold or will be sold within the 15 days after the date of sale of the Bonds, (3)have been delivered in the past 15 days or(4)will be delivered in the next 15 days pursuant to a common plan of financing for the issuance of the Bonds and payable out of substantially the same source of revenues. (m) None of the Proceeds of the Bonds will be used directly or indirectly to replace funds of the Issuer used directly or indirectly to acquire obligations having a yield higher than the Bond Yield. (n) No portion of the Bonds is issued for the purpose of investing such portion at a higher yield than the Bond Yield. (o) The Issuer does not expect that the Proceeds of the Bonds will be used in a manner that would cause them to be "arbitrage bonds" as defined in Section 148(a) of the Code. The Issuer does not expect that the Proceeds of the Bonds will be used in a manner that would cause the interest on the Bonds to be includible in the gross income of the owners of the Bonds under the Code. The Issuer will not intentionally use any portion of the Proceeds to acquire higher yielding investments. (p) The Issuer will not use the Proceeds of the Bonds to exploit the difference between tax-exempt and taxable interest rates to obtain a material financial advantage. (q) The Issuer has not issued more Bonds,issued the Bonds earlier, or allowed the Bonds to remain outstanding longer than is reasonably necessary to accomplish the governmental purposes of the Bonds and in fact,the Bonds will not remain outstanding longer than 120% of the economic useful life of the assets financed with the Proceeds of the Bonds. (r) The Bonds will not be Hedge Bonds as described in Section 149(g)(3) of the Code because the Issuer reasonably expects that it will meet the Expenditure test set forth in Section 2.5(b) hereof and that 50% or more of the Proceeds will not be invested in Nonpurpose Investments having a substantially guaranteed yield for four or more years. Except for costs of issuance, all Sale Proceeds and investment earnings thereon will be expended for costs of the type that would be chargeable to capital accounts under the Code pursuant to federal income tax principles if the Issuer were treated as a corporation subject to federal income taxation. Section 2.2 Receipts and Expenditures of Sale Proceeds Sale Proceeds (par plus re-offering premium of$214,009.55), less underwriter's discount of$79,296.25, received at Closing are expected to be deposited and expended as follows: (a) $-0- representing pre-issuance accrued interest will be deposited into the Bond Fund and will be used to pay a portion of the interest accruing on the Bonds on the first interest payment date; and 7 N $80,260 representing costs of issuing the Bonds will be used within six months of the Closing Date to pay the costs of issuance of the Bonds (with any excess remaining on deposit in the Project Fund); and (c) $12,588,749.55 will be deposited into the Project Fund and will be used together with earnings thereon to pay the costs of the Project and will not exceed the amount necessary to accomplish the governmental purposes of the Bonds. Section 2.3 Purpose of Bonds The Issuer is issuing the Bonds to pay the costs of acquisition, construction, reconstruction, extension, improvement, and equipping of works and facilities useful for the collection,treatment and disposal of sewage and industrial waste in a sanitary manner, including East Side Interceptor, Dry Run Creek, FEQ overflow, the acquisition, improvement and installation of traffic control devices, signage, fixtures, equipment and improvements, including but not limited to traffic signal,traffic safety and street light fixtures, connections, and facility improvements; the acquisition of vehicles and equipment for the Police, Fire Rescue and Street Departments; the rehabilitation and improvement of City parks and the acquisition,repair and replacement of facilities, equipment and improvements commonly found in City parks; the removal,replacement and planting of trees in parks and public grounds; the construction, reconstruction and repairing of street, sidewalk, alley,public ground,marketplace,bridge, pedestrian underpass and overpass repairs and reconstruction, and intersection improvements; the acquisition, construction and improvement of real and personal property useful for the protection of property from floods or high waters, including flood control, levees, embankments, waterway, storm water and drainage improvements; the removal or replacement of dead or diseased trees; and the acquisition and demolition of dangerous or dilapidated buildings, structures or properties, or funding multi-family housing assistance; aiding in the planning, undertaking and carrying out of urban renewal projects under the authority of Chapter 403 and the Urban Renewal Plans for the Downtown Waterloo Riverfront Urban Renewal and Redevelopment Area,the Logan Avenue Urban Renewal Area and Redevelopment Plan,the NE Industrial Area Development Plan,the Martin Road Development Plan, and the Rath Area Redevelopment Plan, such as those costs associated with land acquisitions,public infrastructure projects including streets, streetscape, and utility improvements,the downtown development plan, downtown acquisitions, demolition costs, and funding multi-family housing assistance; acquisition of vehicles for various city departments, including public works, building inspections, Center for the Arts, leisure and building maintenance; equipping various city departments, including public works, city clerk, and engineering; building and infrastructure improvements for public works; reconstruction, renovation,remodeling, improvement, equipping and repairing of various City buildings and facilities, including projects at new city facilities, various ADA compliance improvements, public library, Art Center, fire station improvements, and swimming pool renovations; Cultural and Art projects, including at the Center for the Arts, and the Youth Pavillion; improvements at the Art Center, including the parking lot; and reconstruction, renovation, remodeling, improvement, equipping and repairing of Downtown Parking Garages; comprehensive plan updates; acquisition of City wide Information Services equipment and software, including computers, productivity software and telephone system upgrades and improvements; Library computer upgrades; reconstruction, renovation and improvements to Sports Facility Improvement Fund, chemical storage building 8 r improvements, Leisure Services office,police department storage building, and downtown maintenance infrastructure projects; acquisition of off-road maintenance equipment for the parks, golf course, and downtown departments; to pay the costs of golf course improvements. Section 2.4 Facts Su ortin T pp g Tax-Exemption emption Classification Governmental Bonds Private Business Use/Private Security or Payment Tests The Bonds are considered to be governmental bonds,not subject to the provisions of the alternate minimum tax. The Proceeds will be used for the purposes described in Section 2.3 hereof. These bonds are not private activity bonds because no amount of Proceeds of the Bonds is to be used in a trade or business carried on by a non- governmental unit. Rather,the Proceeds will be used to finance the general government operations and facilities of the Issuer described in Section 2.3 hereof. None of the payment of principal or interest on the Bonds will be derived from, or secured by, money or property used in a trade or business of a non-governmental unit. In addition,none of the governmental operations or facilities of the Issuer being financed with the Proceeds of the Bonds are subject to any lease, management contract or other similar arrangement or to any arrangement for use other than as by the general public. Private Loan Financing Test No amount of Proceeds of the Bonds is to be used directly or indirectly to make or finance loans to persons other than governmental units. Section 2.5 Facts Supporting Temporary Periods for Proceeds (a) Time Test. Not later than six months after the Closing Date,the Issuer will incur a substantial binding obligation to a third party to expend at least 5% of the net Sale Proceeds of the Bonds. (b) Expenditure Test. Not less than 85% of the net Sale Proceeds will be expended for Project costs, including the reimbursement of other funds expended to date, within a three-year temporary period from the Closing Date. (c) Due Diligence Test. Not later than six months after Closing, work on the Project will have commenced and will proceed with due diligence to completion. (d) Proceeds of the Bonds representing less than six months accrued interest on the Bonds will be spent within six months of this date to pay interest on the Bonds, and will be invested without restriction as to yield for a temporary period not in excess of six months. 9 Section 2.6 Resolution Funds at Restricted or Unrestricted Yield (a) Proceeds of the Bonds will be held and accounted for in the manner provided in the Resolution. The Issuer has not and does not expect to create or establish any other bond fund, reserve fund, or similar fund or account for the Bonds. The Issuer has not and will not pledge any moneys or Taxable Obligations in order to pay debt service on the Bonds or restrict the use of such moneys or Taxable Obligations so as to give reasonable assurances of their availability for such purposes. (b) Any monies which are invested beyond a temporary period are expected to constitute less than a major portion of the Bonds or to be restricted for investment at a yield not greater than one-eighth of one percent above the Bond Yield. (c) The Issuer has established and will use the Bond Fund primarily to achieve a proper matching of revenues and debt service within each Bond Year and the Issuer will apply moneys deposited into the Bond Fund to pay the principal of and interest on the Bonds. Such Fund will be depleted at least once each Bond Year except for a reasonable carryover amount. The carryover amount will not exceed the greater of (1) one year's earnings on the Bond Fund or(2)one-twelfth of Annual Debt Service. The Issuer will spend moneys deposited from time to time into such fund within 13 months after the date of deposit. Revenues, intended to be used to pay debt service on the Bonds, will be deposited into the Bond Fund as set forth in the Resolution. The Issuer will spend interest earned on moneys in such fund not more than 12 months after receipt. Accordingly,the Issuer will treat the Bond Fund as a bona fide debt service fund as defined in Regulation 1.148-1(b). Investment of amounts on deposit in the Bond Fund will not be subject to arbitrage rebate requirements as the Bonds meet the safe harbor set forth in Regulation 1.148-3(k), because the average annual debt service on the Bonds will not exceed$2,500,000. (d) The Minor Portion of the Bonds will be invested without regard to yield. Section 2.7 Pertaining to Yields (a) The purchase price of all Taxable Obligations to which restrictions apply under this Certificate as to investment yield or rebate of Excess Earnings, if any, has been and shall be calculated using(i) the price taking into account discount, premium and accrued interest, as applicable, actually paid or(ii) the fair market value if less than the price actually paid and if such Taxable Obligations were not purchased directly from the United States Treasury. The Issuer will acquire all such Taxable Obligations directly from the United States Treasury or in an arm's length transaction without regard to any amounts paid to reduce the yield on such Taxable Obligations. The Issuer will not pay or permit the payment of any amounts (other than to the United States) to reduce the yield on any Taxable Obligations. Obligations pledged to the payment of debt service on the Bonds, or deposited into any reserve fund after they have been acquired by the Issuer will be treated as though they were acquired for their fair market value on the date of such 10 pledge or deposit. Obligations on deposit in any reserve fund on the Closing Date shall be treated as if acquired for their fair market value on the Closing Date. (b) Qualified guarantees have not been used in computing yield. (c) The Bond Yield has been computed as not less than 2.805385%percent. This Bond Yield has been computed on the basis of a purchase price for the Bonds equal to the Issue Price. Section 2.8 Reimbursement Bonds Not later than 60 days after payment of Original Expenditures,the Issuer has adopted an Official Intent and has declared its intention to make a Reimbursement Allocation of Original Expenditures incurred in connection with Project Segment(s) from proceeds of the Reimbursement Bonds. (a) The Reimbursement Allocation will occur on or before the later of(i) eighteen months after the Original Expenditures are paid or(ii)eighteen months after the first Project Segment is placed in service,but in no event more than three years after the Original Expenditures are paid. (b) No other Reimbursement Allocation will be made except for Preliminary Expenditures. (c) The Reimbursement Allocation has not been undertaken to avoid, in whole or in part, arbitrage yield restrictions or arbitrage rebate requirements and will not employ an abusive arbitrage device under Regulation 1.148-10. (d) Within one year of the Closing Date,the Reimbursement Allocation will not be used in a manner that results in the creation of replacement proceeds, as defined in Regulation 1.148-1. (e) For purposes of Section 2.3, the following terms shall have the meanings set forth below: (1) "Official Intent" means a declaration of intent described under Regulation 1.150-2 to reimburse Original Expenditures with the proceeds of the Bonds. (2) "Original Expenditure" means an expenditure for a governmental purpose that is originally paid from a source other than the Reimbursement Bonds. (3) "Preliminary Expenditures", as defined in Regulation 1.150- 2())(2), means architectural, engineering, surveying, soil tests, Reimbursement Bond issuance costs, and similar costs incurred prior to commencement of construction, rehabilitation or acquisition of a Project Segment which do not 11 exceed 20% of the Issue Price of the portion of the Bonds that finances the Project Segment for which they were incurred. (4) "Project Segment" means the costs, described in an Official Intent of the Issuer, incurred prior to the Closing Date to acquire, construct, or improve land, buildings or equipment excluding current operating expenses but including costs of issuing the Reimbursement Bonds. (5) "Reimbursement Allocation" means written evidence of the use of Reimbursement Bond proceeds to reimburse a fund of the Issuer for Original Expenditures paid or advanced prior to the Closing Date and incurred in connection with a Project Segment. (6) "Reimbursement Bonds" means the portion of the Bonds which are allocated to reimburse the Original Expenditures paid prior to the Closing Date and incurred in connection with a Project Segment. ARTICLE III REBATE Section 3.1 Records Sale Proceeds of the Bonds will be held and accounted for in the manner provided in the Resolution. The Issuer will maintain adequate records for funds created by the Resolution and this Certificate including all deposits,withdrawals,transfers from,transfers to, investments, reinvestments, sales, purchases,redemptions, liquidations and use of money or obligations until six years after the Final Bond Retirement Date. Section 3.2 Rebate Fund (a) In the Resolution, the Issuer has covenanted to pay to the United States the Rebate Amount, an amount equal to the Excess Earnings on the Gross Proceeds Funds, if any, at the times and in the manner required or permitted and subject to stated special rules and allowable exceptions. (b) The Issuer may establish a fund pursuant to the Resolution and this Certificate which is herein referred to as the Rebate Fund. The Issuer will invest and expend amounts on deposit in the Rebate Fund in accordance with this Certificate. (c) Moneys in the Rebate Fund shall be held by the Issuer or its designee and, subject to Sections 3.4, 3.5 and 6.1 hereof, shall be held for future payment to the United States as contemplated under the provisions of this Certificate and shall not constitute part of the trust estate held for the benefit of the owners of the Bonds or the Issuer. (d) The Issuer will pay to the United States from legally available money of the Issuer(whether or not such available money is on deposit in any fund or account related to the Bonds) any amount which is required to be paid to the United States. 12 Section 3.3 Exceptions to Rebate The Issuer reasonably expects that the Bonds are eligible for one or more exceptions from the arbitrage rebate rules set forth in the Regulations. If any Proceeds are ineligible, or become ineligible, for an exception to the arbitrage rebate rules, the Issuer will comply with the provisions of this Article III. A description of the applicable rebate exception(s) is as follows: • Eighteen-Month Exception The Gross Proceeds of the Bonds are expected to be expended for the governmental purposes for which the Bonds were issued in accordance with the following schedule: 1) 15 percent spent within six months of the Closing Date; 2) 60 percent spent within one year of the Closing Date; 3) 100 percent spent within eighteen months of the Closing Date (subject to 5 percent retainage for not more than one year). In anevent, x 0 y ent,the Issuer expects that the 5/o reasonable retainage will be spent within 30 months of the Closing Date. For purposes of determining compliance with the six-month and twelve- month spending periods, the amount of investment earnings included shall be based on the Issuer's reasonable expectations that the average annual interest rate on investments will be not more than 2%. For purposes of determining compliance with the eighteen-month spending period, the amount of investment earnings included shall be based on actual earnings. If the Issuer fails to meet the foregoing expenditure schedule,the Issuer shall comply with the arbitrage rebate requirements of the Code. • Election to Treat as Construction Bonds. The Issuer reasonably expects that more than 75 percent of the "available construction proceeds" ("ACP") of the Bonds, as defined in Section 148(f)(4)(C)(vi) of the Code, will be used for construction expenditures. ACP includes the issue price of the issue plus the earnings on such issue. Not less than the following percentages of the ACP will be spent within the following periods: 1) 10 percent spent within six months of the Closing Date; 2) 45 percent spent within one year of the Closing Date; 3 75 percent spent within eighteen months of the Closing Date; 4) 100 percent spent within two years of the Closing Date (subject to 5 percent retainage for not more than one year). In any event, the Issuer expects that the 5%reasonable retainage will be spent within a three-year period beginning on the Closing Date. A failure to spend an amount that does not exceed the 13 r lesser of(i) 3% of the issue price or(ii) $250,000, is disregarded if the Issuer exercises due diligence to complete the Project. • Election with respect to future earnings Pursuant to Section 1.148-7(f)(2) of the Regulations, the Issuer elects to use actual investment earnings of the ACP in determining compliance with the above schedule. If the Issuer fails to meet the foregoing expenditure schedule, the Issuer shall comply with the arbitrage rebate requirements of the Code. Section 3.4 Calculation of Rebate Amount (a) As soon after each Computation Date as practicable, the Issuer shall, if necessary, calculate and determine the Excess Earnings on the Gross Proceeds Funds(the "Rebate Amount"). All calculations and determinations with respect to the Rebate Amount will be made on the basis of actual facts as of the Computation Date and reasonable expectations as to future events. (b) If the Rebate Amount exceeds the amount currently on deposit in the Rebate Fund, the Issuer may deposit an amount in the Rebate Fund such that the balance in the R,pbate Fund after such deposit equals the Rebate Amount. If the amount in the Rebate Fund exceeds the Rebate Amount,the Issuer may withdraw such excess amount provided that such withdrawal can be made from amounts originally transferred to the Rebate Fund and not from earnings thereon, which may not be transferred, and only if such withdrawal may be made without liquidating investments at a loss. Section 3.5 Rebate Requirements and the Bond Fund It is expected that the Bond Fund described in the Resolution and Section 2.6(c) of this Certificate will be treated as a bona fide debt service fund as defined in Regulation 1.148-1(b). As such, any amount earned during a Bond Year on the Bond Fund and amounts earned on such amounts, if allocated to the Bond Fund, will not be taken into account in calculating the Rebate Amount if the annual gross earnings on the Bond Fund for such Bond Year are less than $100,000 or if average annual debt service will not exceed$2,500,000. However, should annual gross earnings exceed $100,000 or should the Bond Fund cease to be treated as a bona fide debt service fund, the Bond Fund will become subject to the rebate requirements set forth in Section 3.4 hereof. Section 3.6 Investment of the Rebate Fund (a) Immediately upon a transfer to the Rebate Fund, the Issuer may invest all amounts in the Rebate Fund not already invested and held in the Rebate Fund, to the extent possible, in(1) SLGS, such investments to be made at a yield of not more than one-eighth of one percent above the Bond Yield, (2) Tax Exempt Obligations, (3) direct obligations of the United States or(4) certificates of deposit of any bank or savings and loan association. All investments in the Rebate Fund shall be made to mature not later than the next Rebate Payment Date. 14 (b) If the Issuer invests in SLGS, the Issuer shall file timely subscription forms for such securities (if required). To the extent possible, amounts received from maturing SLGS shall be reinvested immediately in zero yield SLGS maturing on or before the next Rebate Payment Date. Section 3.7 Payment to the United States (a) On each Rebate Payment Date,the Issuer will pay to the United States at least ninety percent(90%) of the Rebate Amount less a computation credit of$1,000 per Bond Year for which the payment is made. (b) The Issuer will pay to the United States not later than sixty (60) days after the Final Bond Retirement Date all the rebatable arbitrage as of such date and any income attributable to such rebatable arbitrage as described in Regulation 1.148-3(f)(2). (c) If necessary, on each Rebate Payment Date,the Issuer will mail a check to the Internal Revenue Service Center, Ogden,UT 84201. Each payment shall be accompanied by a copy of Form 8038-T, Arbitrage Rebate,filed with respect to the Bonds or other information reporting form as is required to comply with the Code and applicable Regulations. Section 3.8 Records (a) The Issuer will keep and retain adequate records with respect to the Bonds,the Gross Proceeds Funds,the Bond Fund, and.the Rebate Fund until six years after the Final Bond Retirement Date. Such records shall include descriptions of all calculations of amounts transferred to the Rebate Fund, if any, and descriptions of all calculations of amounts paid to the United States as required by this Certificate. Such records will also show all amounts earned on moneys invested in such funds, and the actual dates and amounts of all principal, interest and redemption premiums (if any)paid on the Bonds. (b) Records relating to the investments in such Funds shall completely describe all transfers, deposits, disbursements and earnings including: (1) a complete list of all investments and reinvestments of amounts in each such Fund including, if applicable, purchase price, purchase date, type of security, accrued interest paid, interest rate, dated date,principal amount, date of maturity, interest payment dates, date of liquidation, receipt upon liquidation, market value of such investment on the Final Bond Retirement Date if held by the Issuer on the Final Bond Retirement Date, and market value of the investment on the date pledged to the payment of the Bonds or the Closing Date if different from the purchase date. (2) the amount and source of each payment to, and the amount, purpose and payee of each payment from, each such Fund. 15 I Section 3.9 Additional Payments The Issuer hereby agrees to pay to the United States from legally available money of the Issuer(whether or not such available money is on deposit in any fund or account related to the Bonds) any amount which is required to be paid to the United States, but which is not available in a fund related to the Bonds for transfer to the Rebate Fund or payment to the United States. ARTICLE IV INVESTMENT RESTRICTIONS Section 4.1 Avoidance of Prohibited Payments The Issuer will not enter into any transaction that reduces the amount required to be deposited into the Rebate Fund or paid to the United States because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Bond Yield not been relevant to either party. The Issuer will not invest or direct the investment of any funds in a manner which reduces an amount required to be paid to the United States because such transaction results in a small profit or larger loss than would have resulted if the transaction had been at arm's length and had the Bond Yield not been relevant to the Issuer. In particular, notwithstanding anything to the contrary contained herein or in the Resolution, the Issuer will not invest or direct the investment of any funds in a manner which would violate any provision of this Article IV. Section 4.2 Market Price Requirement (a) The Issuer will not purchase or direct the purchase of Taxable Obligations for more than the then available market price for such Taxable Obligations. The Issuer will not sell, liquidate or direct the sale or liquidation of Taxable Obligations for less than the then available market price. (b) For purposes of this Certificate,United States Treasury obligations purchased directly from the United States Treasury will be deemed to be purchased at the market price. Section 4.3 Investment in Certificates of Deposit (a) Notwithstanding anything to the contrary contained herein or in the Resolution, the Issuer will invest or direct the investment of funds on deposit in the Reserve Fund, any other Gross Proceeds Fund, the Bond Fund, and the Rebate Fund, in a certificate of deposit of a bank or savings bank which is permitted by law and by the Resolution only if the purchase price of such a certificate of deposit is treated as its fair market value on the purchase date and if the yield on the certificate of deposit is not less than (1)the yield on reasonably comparable direct obligations of the United States; and (2)the highest yield that is published or posted by the provider to be currently available from the provider on reasonably comparable certificates of deposit offered to the public. 16 (b) The certificate of deposit described in paragraph 4.3(a) above must be executed by a dealer who maintains an active secondary market in comparable certificates of deposit and must be based on actual trades adjusted to reflect the size and term of that certificate of deposit and the stability and reputation of the bank or savings bank issuing the certificate of deposit. Section 4.4 Investment Pursuant to Investment Contracts and Agreements The Issuer will invest or direct the investment of funds on deposit in the Gross Proceeds Funds, the Bond Fund, and the Rebate Fund pursuant to an investment contract (including a repurchase agreement) only if all of the following requirements are satisfied: (a) The Issuer makes a bona fide solicitation for the purchase of the investment. A bona fide solicitation is a solicitation that satisfies all of the following requirements: (1) The bid specifications are in writing and are timely forwarded to potential providers. (2) The bid specifications include all material terms of the bid. A term is material if it may directly or indirectly affect the yield or the cost of the investment. (3) The bid specifications include a statement notifying potential providers that submission of a bid is a representation that the potential provider did not consult with any other potential provider about its bid,that the bid was determined without regard to any other formal or informal agreement that the potential provider has with the issuer or any other person (whether or not in connection with the Bonds), and that the bid is not being submitted solely as a courtesy to the issuer or any other person for purposes of satisfying the requirements of paragraph(d)(6)(iii)(B)(1) or(2) of section 1.148-5 of the Regulations. (4) The terms of the bid specifications are commercially reasonable. A term is commercially reasonable if there is a legitimate business purpose for the term other than to increase the purchase price or reduce the yield of the investment. (5) For purchases of guaranteed investment contracts only, the terms of the solicitation take into account the Issuer's reasonably expected deposit and drawdown schedule for the amounts to be invested. (6) All potential providers have an equal opportunity to bid and no potential provider is given the opportunity to review other bids (i.e., a last look) before providing a bid. (7) At least three reasonably competitive providers are solicited for bids. A reasonably competitive provider is a provider that has an established 17 i i industry reputation as a competitive provider of the type of investments being purchased. (b) The bids received by the Issuer meet all of the following requirements: (1) The Issuer receives at least three bids from providers that the Issuer solicited under a bona fide solicitation meeting the requirements of paragraph(d)(6)(iii)(A) of section 1.148-5 of the Regulations and that do not have a material financial interest in the issue. A lead underwriter in a negotiated underwriting transaction is deemed to have a material financial interest in the issue until 15 days after the issue date of the issue. In addition, any entity acting as a financial advisor with respect to the purchase of the investment at the time the bid specifications are forwarded to potential providers has a material financial interest in the issue. A provider that is a related party to a provider that has a material financial interest in the issue is deemed to have a material financial interest in the issue. (2) At least one of the three bids described in paragraph (d)(6)(iii)(B)(1) of section 1.148-5 of the Regulations is from a reasonably competitive provider, within the meaning of paragraph (d)(6)(iii)(A)(7) of section 1.148-5 of the Regulations. (3) If the Issuer uses an agent to conduct the bidding process,the agent did not bid to provide the investment. (c) The winning bid meets the following requirements: (1) Guaranteed investment contracts. If the investment is a guaranteed investment contract, the winning bid is the highest yielding bona fide bid (determined net of any broker's fees). (2) Other investments. If the investment is not a guaranteed investment contract,the winning bid is the lowest cost bona fide bid (including any broker's fees). (d) The provider of the investments or the obligor on the guaranteed investment contract certifies the administrative costs that it pays (or expects to pay, if any) to third parties in connection with supplying the investment. (e) The Issuer will retain the following records with the bond documents until three years after the last outstanding bond is redeemed: (1) For purchases of guaranteed investment contracts, a copy of the contract, and for purchases of investments other thang uaranteed investment contracts,the purchase agreement or confirmation. (2) The receipt or other record of the amount actually paid by the Issuer for the investments,including a record of any administrative costs paid by 18 the Issuer, and the certification under paragraph(d)(6)(iii)(D) of section 1.148-5 of the Regulations. (3) For each bid that is submitted,the name of the person and entity submitting the bid,the time and date of the bid, and the bid results. (4) The bid solicitation form and, if the terms of the purchase agreement or the guaranteed investment contract deviated from the bid solicitation form or a submitted bid is modified, a brief statement explaining the deviation and stating the purpose for the deviation. (5) For purchases of investments other thanguaranteed investment stment contracts, the cost of the most efficient portfolio of State and Local Government Series Securities, determined at the time that the bids were required to be submitted pursuant to the terms of the bid specifications. Section 4.5 Records The Issuer will maintain records of all purchases, sales, liquidations, investments, reinvestments,redemptions, disbursements, deposits, and transfers of amounts on deposit. Section 4.6 Investments to be Legal All investments required to be made pursuant to this Certificate shall be made to the extent permitted by law. In the event that any such investment is determined to be ultra vires, it shall be liquidated and the proceeds thereof shall be invested in a legal investment,provided that prior to reinvesting such proceeds, the Issuer shall obtain an opinion of Bond Counsel to the effect that such reinvestment will not cause the Bonds to become arbitrage bonds under Sections 103, 148, 149, or any other applicable provision of the Code. ARTICLE V GENERAL COVENANTS The Issuer hereby covenants to perform all acts within its power necessary to ensure that the reasonable expectations set forth in Article II hereof will be realized. The Issuer reasonably expects to comply with all covenants contained in this Certificate. ARTICLE VI AMENDMENTS AND ADDITIONAL AGREEMENTS Section 6.1 Op inion of Bond Counsel; Amendments The various provisions of this Certificate need not be observed and this Certificate may be amended or supplemented at any time by the Issuer if the Issuer receives an opinion or opinions of Bond Counsel that the failure to comply with such provisions will not cause any of the Bonds to become "arbitrage bonds" under the Code and that the terms of such amendment or 19 supplement will not cause any of the Bonds to become "arbitrage bonds" under the Code, or otherwise cause interest on any of the Bonds to become includable in gross income for federal income tax purposes. Section 6.2 Additional Covenants, Agreements The Issuer hereby covenants to make, execute and enter into (and to take such actions, if any, as may be necessary to enable it to do so) such agreements as may be necessary to comply with any changes in law or regulations in order to preserve the tax-exempt status of the Bonds to the extent that it may lawfully do so. The Issuer further covenants (1) to impose such limitations on the investment or use of moneys or investments related to the Bonds, (2) to make such payments to the United States Treasury, (3)to maintain such records, (4)to perform such calculations, and (5) to perform such other lawful acts as may be necessary to preserve the tax- exempt status of the Bonds. Section 6.3 Internal Revenue Service Audits The Internal Revenue Service has not audited the Issuer regarding any obligations issued by or on behalf of the Issuer. To the best knowledge of the Issuer,no such obligations of the Issuer are currently under examination by the Internal Revenue Service. Section 6.4 Amendments Except as otherwise provided in Section 6.1 hereof, all the rights,powers, duties and obligations of the Issuer shall be irrevocable and binding upon the Issuer and shall not be subject to amendment or modification by the Issuer. IN WITNESS WHEREOF, the Issuer has caused this Certificate to be executed by its duly authorized officer, all as of the day first above written. Fin .nce Officer, City of Waterloo, State of Iowa (SEAL) i 20 EXHIBIT "A" PURCHASER'S CERTIFICATE I,the undersigned, an authorized representative of Piper Jaffray& Co. of Minneapolis, Minnesota(the "Purchaser"), do hereby certify as follows: 1. That the Purchaser and the City of Waterloo (the "Issuer"),have entered into a contract(the "Contract") dated June 9, 2015 (the "Sale Date"), concerning purchase by the Purchaser from Issuer of$12,455,000 General Obligation Bonds, Series 2015A, dated June 29, 2015 (the "Bonds"). 2. That the Contract is in full force and effect and has not been repealed,rescinded or amended. 3. That the Purchaser hereby confirms that all of the Bonds have been the subject of a bona fide initial offering to the public(excluding bond houses,brokers or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers) (the "Public") at the price for each maturity of the Bonds as shown on the Final Official Statement related to the issuance of the Bonds, and any addenda thereto (the "Price"); and that in offering the Bonds to the Public, the Purchaser did not reserve or hold back any Bonds for itself, its affiliates or its affiliated accounts or for any other person not part of the Public. For purposes of this Certificate, "affiliate" means any company that controls, is controlled by, or is under common control with the Purchaser, and "affiliated account" means any account of the Purchaser or its affiliates that is controlled by the Purchaser or an affiliate or in which the Purchaser or an affiliate has a beneficial ownership. 4. That on the Sale Date based upon the Purchaser's assessment of then prevailing market conditions, the Price for the Bonds of each maturity did not exceed the fair market value to the Public of the Bonds of such maturity as of the Sale Date. 5. That as of the Sale Date the Purchaser reasonably expected that(a) the first sale to the Public of an amount of Bonds of each maturity equal to ten percent or more of such maturity of Bonds (the "First Substantial Block")would be at the Price for such maturity and (b) no Bonds of any maturity would be sold at a higher price before the First Substantial Block of Bonds of such maturity was sold to the Public at the Price, and that, in addition, accrued interest to the date of issuance of the Bonds by the Issuer will be paid by the investors purchasing the Bonds. 6. That the undersigned is a duly authorized representative of the Purchaser, with the power to make the representations herein. IN WITNESS HERETO, I affix my signature this 25th day of June, 2015. PIPER JAFFRA;4a- B§: (Pr'd Michael Frederickson Title: Managing Director (Attach copy of coversheet of Final Official Statement) 01116442-1\11310-109 New Issue Investment Rating: Moody's Investors Service ...Aa2 FINAL OFFICIAL STATEMENT DATED JUNE 9,2015 Assuming compliance by the City with certain covenants,in the opinion of Ahlers&Cooney,P.C., Bond Counsel,under present laws, interest on the Tax- Exempt Bonds is excludable from gross income of the owners thereof for federal income tax purposes; is not an item of tax preference in computing the federal alternative minimum tax for individuals and corporations; however, with respect to corporations, such interest is included in computing an adjustment used in determining the federal alternative minimum tax for certain corporations. The Tax-Exempt Bonds will NOT be designated "qualified tax exempt obligations"by the City. See "TAX MATTERS—TAX-EXEMPT BONDS"herein. Interest on the Taxable Bonds is includable in gross income of the owners thereof for purposes of federal income taxation as discussed under the heading "TAXABILITY OF INTEREST—TAXABLE BONDS"herein. Interest on the Bonds is not exempt from present Iowa income taxes. CITY OF WATERLOO Black Hawk County,Iowa $12,455,000 General Obligation Bonds, Series 2015A aura $1,545,000 Taxable General Obligation Bonds, Series 2015B Dated Date of Delivery Book-Entry Due Serially as Described Herein The $12,455,000 General Obligation Bonds, Series 2015A (the "Tax-Exempt Bonds"), and the $1,545,000 Taxable General Obligation Bonds, Series 2015B (the "Taxable Bonds"); are being issued by the City of Waterloo, Black Hawk County, Iowa(the"City"). The Tax-Exempt Bonds and the Taxable Bonds are collectively referred to herein as the "Bonds". Interest on the Bonds is payable semiannually on June 1 and December 1 of each year, commencing December 1, 2015. The Bonds will be issued using a book-entry system. The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the Bonds. The ownership of one fully registered Bond for each series and maturity will be registered in the name of Cede & Co., as nominee for DTC and no physical delivery of Bonds will be made to purchasers. The Bonds will mature on June 1 as described herein. See "BOND ISSUE SUMMARY" herein. OPTIONAL REDEMPTION The Bonds due June 1, 2016 - 2023, inclusive, are not subject to optional redemption prior to maturity. The Bonds due June 1, 2024 - 2030, inclusive, are subject to optional redemption prior to maturity in whole or in part on any date on or after June 1, 2023 at a price of par and accrued interest. If less than all the Bonds are called, they shall be redeemed in any series and any order of maturity as determined by the City and within any maturity by lot. See "OPTIONAL REDEMPTION"herein. PURPOSE,LEGALITY AND SECURITY The Bond proceeds will be used to: (i) finance the cost of various essential and general corporate purpose capital improvements, equipment and vehicle acquisitions, and urban renewal projects in the City; and (ii) pay the costs of issuance of the Bonds. See"THE PROJECT"herein. In the opinion of Bond Counsel, Ahlers & Cooney, P.C., Des Moines, Iowa, the Bonds will constitute valid and legally binding obligations of the City payable both as to principal and interest from ad valorem taxes levied against all taxable property therein without limitation as to rate or amount, all except as limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws relating to the enforcement of creditors' rights generally and except that enforcement by equitable and similar remedies, such as mandamus, is subject to the exercise of judicial discretion. The Bonds are offered when, as and if issued and received by the Underwriter, subject to the approving legal opinion of Ahlers & Cooney, P.C., Des Moines, Iowa, Bond Counsel, and certain other conditions. It is expected that the Bonds will be made available for delivery on or about June 29, 2015. Established 1954 Speer Financial, Inc. INDEPENDENT PUBLIC FINANCE CONSULTANTS / ONE NORTH LASALLE STREET,SUITE 4100•CHICAGO,ILLINOIS 60602 Telephone: (312)346-3700; Facsimile: (312)346-8833 531 COMMERCIAL STREET,SUITE 608•WATERLOO,IOWA 50701 Telephone: (319)291-2077; Facsimile: (319)291-8628 www.speerfinancial.coin II City of Waterloo,Black Hawk County,Iowa $12,455,000 General Obligation Bonds,Series 2015A $1,545,000 Taxable General Obligation Bonds,Series 2015B No dealer, broker, salesman or other person has been authorized by the City to give any information or to make any representations with respect to the Bonds other than as contained in the Official Statement or the Final Official Statement and, if given or made, such other information or representations must not be relied upon as having been authorized by the City. Certain information contained in the Official Statement and the Final Official Statement may have been obtained from sources other than records of the City and, while believed to be reliable, is not guaranteed as to completeness. THE INFORMATION AND EXPRESSIONS OF OPINION IN THE OFFICIAL STATEMENT AND THE FINAL OFFICIAL STATEMENT ARE SUBJECT TO CHANGE, AND NEITHER THE DELIVERY OF THE OFFICIAL STATEMENT OR THE FINAL OFFICIAL STATEMENT NOR ANY SALE MADE UNDER EITHER SUCH DOCUMENT SHALL CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CITY SINCE THE RESPECTIVE DATES THEREOF. References herein to laws, rules, regulations, ordinances, resolutions, agreements, reports and other documents do not purport to be comprehensive or definitive. All references to such documents are qualified in their entirety by reference to the particular document, the full text of which may contain qualifications of and exceptions to statements made herein. Where full texts have not been included as appendices to the Official Statement or the Final Official Statement they will be furnished on request. This Official Statement does not constitute an offer to sell, or solicitation of an offer to buy, any securities to any person in any jurisdiction where such offer or solicitation of such offer would be unlawful. City of Waterloo,Black Hawk County,Iowa $12,955,000 General Obligation Bonds,Series 2015A $1,545,000 Taxable General Obligation Bonds,Series 2015B TABLE OF CONTENTS BONDISSUE SUMMARY................................................................................................................................................................................ 1 $12,455,000 GENERAL OBLIGATION BONDS,SERIES 2015A...........................................................................................................2 $1,545,000 TAXABLE GENERAL OBLIGATION BONDS, SERIES 2015B..........................................................................................3 THECITY..........................................................................................................................................................................................................4 CityOrganization and Services........................................................................................................................................................................4 Education.........................................................................................................................................................................................................5 RegionalSignificance of Waterloo..................................................................................................................................................................5 RecentEconomic Development.......................................................................................................................................................................6 SOCIOECONOMICINFORMATION............................................................................................................................................................7 Employment.....................................................................................................................................................................................................7 BuildingPermits..............................................................................................................................................................................................9 Housing...............................................................................................................................................................................I.........I.....I.....I...1.1.9 Income............................................................................................................................................................................................................ 10 Agriculture........................................................................................................................................:............................................................ 10 LocalOption Sales Tax.................................................................................................................................................................................. 10 RetailSales..................................................................................................................................................................................................... 11 CAPITALIMPROVEMENT PLANNING.................................................................................................................................................... 12 GENERAL OBLIGATION DEBT INFORMATION................................................................................................................................... 13 PROPERTYTAX INFORMATION.............................................................................................................................................................. 15 PropertyTax Assessment............................................................................................................................................................................... 15 PropertyTax Collection................................................................................................................................................................................. 16 PropertyTax Rates......................................................................................................................................................................................... 18 UtilityProperty Tax Replacement.................................................................................................................................................................. 18 TaxIncrement Financing............................................................................................................................................................................... 19 Legislation...................................................................................................................................................................................................... 19 FINANCIALINFORMATION.......................................................................................................................................................................20 FinancialReports...........................................................................................................................................................................................20 No Consent or Updated Information Requested of the Auditor.....................................................................................................................20 SummaryFinancial Information........................................................................................................:...........................................................20 EMPLOYEE RETIREMENT AND OTHER POST EMPLOYMENT BENEFIT OBLIGATIONS.......................................................24 Pensions.........................................................................................................................................................................................................24 OtherPost-Employment Benefits(OPEB).....................................................................................................................................................26 REGISTRATION,TRANSFER AND EXCHANGE....................................................................................................................................26 TAX MATTERS—TAX-EXEMPT BONDS(SERIES 2015A)....................................................................................................................27 TaxExemption...............................................................................................................................................................................................27 Tax Accounting Treatment of Discount and Premium on Certain Bonds......................................................................................................28 RelatedTax Matters.......................................................................................................................................................................................28 Opinions.........................................................................................................................................................................................................29 TAXABILITY OF INTEREST—TAXABLE BONDS(SERIES 2015B)....................................................................................................29 General...........................................................................................................................................................................................................29 InterestIncome Taxable.................................................................................................................................................................................29 Sale,Exchange,or Other Disposition............................................................................................................................................................29 BackupWithholding and Information Reporting...........................................................................................................................................30 Opinions.........................................................................................................................................................................................................30 CONTINUINGDISCLOSURE.......................................................................................................................................................................30 OPTIONALREDEMPTION..........................................................................................................................................................................30 LITIGATION...................................................................................................................................................................................................31 LEGALMATTERS.........................................................................................................................................................................................31 FINAL OFFICIAL STATEMENT AUTHORIZATION..............................................................................................................................32 INVESTMENTRATING................................................................................................................................................................................32 UNDERWRITING...........................................................................................................................................................................................32 MUNICIPALADVISOR.................................................................................................................................................................................33 CERTIFICATION...........................................................................................................................................................................................33 APPENDIX A: EXCERPTS FROM THE AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 30,2014 APPENDIX B:DESCRIBING BOOK-ENTRY ONLY ISSUANCE APPENDIX C:DRAFT FORMS OF LEGAL OPINION APPENDIX D:DRAFT CONTINUING DISCLOSURE CERTIFICATE i City of Waterloo,Black Hawk County,Iowa $12,455,000 General Obligation Bonds,Series 2015A $1,545,000 Taxable General Obligation Bonds,Series 2015B BOND ISSUE SUMMARY This Bond Issue Summary is expressly qualified by the entire Final Official Statement. The following descriptions apply equally to the Bonds. Other terms specific to each Series are provided separately herein. Issuer: City of Waterloo, Black Hawk County, Iowa. Dated Date: Date of delivery(expected to be on or about June 29, 2015). Interest Due: Each June 1 and December 1, commencing December 1, 2015. Optional Redemption: The Bonds maturing on or after June 1, 2024, are callable at the option of the City on any date on or after June 1, 2023, at a price of par plus accrued interest. See "OPTIONAL REDEMPTION" herein. Authorization: The Bonds are being issued pursuant to authority established in the Code of Iowa, Chapter 384 and all laws amendatory thereof and supplementary thereto, and in conformity with resolutions of the City Council duly passed and approved. Security: The Bonds are valid and legally binding general obligations of the City payable both as to principal and interest from ad valorem taxes levied against all taxable property therein without limitation as to rate or amount, all except as limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws relating to the enforcement of creditors' rights generally and except that enforcement by equitable and similar remedies, such as mandamus, is subject to the exercise of judicial discretion. Investment Rating: Moody's Investors Service, New York, New York has assigned the Bonds a rating of "Aa2". See"INVESTMENT RATING" herein. Registrar/Paying Agent: Bankers Trust Company,Des Moines, Iowa. Book-Entry Form: The Bonds will be registered in the name of Cede & Co. as nominee for The Depository Trust Company ("DTC"), New York, New York. DTC will act as securities depository of the Bonds. See APPENDIX B herein. Delivery Date: The Bonds are expected to be delivered on or about June 29,2015. Denomination: $5,000 or integral multiples thereof. Municipal Advisor: Speer Financial, Inc., Waterloo, Iowa and Chicago, Illinois. 1 City of Waterloo,Black Hawk County,Iowa $12,455,000 General Obligation Bonds,Series 2015A $1,545,000 Taxable General Obligation Bonds,Series 2015E $12,455,000 GENERAL OBLIGATION BONDS, SERIES 2015A AMOUNTS,MATURITIES,INTEREST RATES AND YIELDS Principal Due Interest CUSIP(1) Principal Due Interest CUSIP(1) Amount June 1 Rate Yield NUMBER Amount June 1 Rate Yield NUMBER $760,000.................... 2016 3.000% 0.450% 941647 RSO $830,000.................... 2024* 3.000% 2.530% 941647 SA8 745,000.................... 2017 3.000% 0.800% 941647 RT8 850,000.................... 2025* 3.000% 2.750% 941647 S136 755,000.................... 2018 3.000% 1.200% 941647 RU5 870,000.................... 2026 3.000% 3.000% 941647 SC4 765,000.................... 2019 3.000% 1.490% 941647 RV3 890,000.................... 2027 3.000% 3.200% 941647 SD2 770,000.................... 2020 3.000% 1.730% 941647 RW1 915,000.................... 2028 3.250% 3.390% 941647 SEO 785,000.................... 2021 3.000% 1.980% 941647 RX9 945,000.................... 2029 3.375% 3.520% 941647 S177 795,000.................... 2022 3.000% 2.150% 941647 RY7 970,000.................... 2030 3.500% 3.600% 941647 SG5 810,000.................... 2023 3.000% 2.280% 941647 RZ4 Note: (1) CUSIP numbers appearing in this Official Statement have been provided by the CUSIP Service Bureau,which is managed on behalf of the American Bankers Association by Standard & Poor's, a division of the McGraw-Hill Companies, Inc. The City is not responsible for the selection of CUSIP numbers and makes no representation as to their correctness on the Bonds or as set forth in this Official Statement. *These maturities have been priced to call. Issue: $12,455,000 General Obligation Bonds, Series 2015A. Principal Due: Serially each June 1,commencing June 1, 2016 through 2030, as detailed above. Purpose: The proceeds of the Tax-Exempt Bonds will be used to: (i) finance the cost of various essential and general corporate purpose capital improvements, equipment and vehicle acquisitions, and urban renewal projects in the City; and (ii) pay the costs of issuance of the Tax-Exempt Bonds. See"THE PROJECT"herein. Tax Matters: Ahlers & Cooney, P.C., Des Moines, Iowa, will provide an opinion as to the tax exemption of the Tax-Exempt Bonds as discussed under "TAX MATTERS - TAX- EXEMPT BONDS" in this Final Official Statement. Interest on the Tax-Exempt Bonds is not exempt from present State of Iowa income taxes. See APPENDIX C for a draft form of legal opinion for the Tax-Exempt Bonds. 2 + City of Waterloo,Black Hawk County,Iowa $12,455,000 General Obligation Bonds,Series 2015A $1,545,000 Taxable General Obligation Bonds,Series 2015B $1,545,000 TAXABLE GENERAL OBLIGATION BONDS, SERIES 2015B AMOUNTS,MATURITIES,INTEREST RATES AND YIELDS Principal Due Interest CUSIP(1) Principal Due Interest CUSIP(1) Amount June 1 Rate Yield NUMBER Amount June 1 Rate Yield NUMBER $ 90,000.................... 2016 1.500% 0.650% 941647 SH3 $105,000.................... 2024 3.000% 3.000% 941647 SR1 90,000.................... 2017 1.500% 1.100% 941647 SJ9 105,000.................... 2025 3.150% 3.150% 941647 SS9 90,000.................... 2018 1.500% 1.500% 941647 SK6 110,000.................... 2026 3.300% 3.300% 941647 ST7 90,000.................... 2019 2.000% 1.800% 941647 SL4 115,000.................... 2027 3.450% 3.450% 941647 SU4 95,000_.................. 2020 2.500% 2.200% 941647 SM2 115,000.................... 2028 3.600% 3.600% 941647 SV2 95,000_.................. 2021 2.500% 2.450% 941647 SNO 120,000.................... 2029 3.750% 3.750% 941647 SWO 100,000_.................. 2022 3.000% 2.700% 941647 SP5 125,000.................... 2030 4.000% 4.000% 941647 SX8 100,000.................... 2023 3.000% 2.850% 941647 SQ3 Note: (1) CUSIP numbers appearing in this Official Statement have been provided by the CUSIP Service Bureau,which is managed on behalf of the American Bankers Association by Standard &Poor's, a division of the McGraw-Hill Companies, Inc. The City is not responsible for the selection of CUSIP numbers and makes no representation as to their correctness on the Bonds or as set forth in this Official Statement. Issue: $1,545,000 Taxable General Obligation Bonds, Series 2015B. Principal Due: Serially each June 1,commencing June 1,2016 through 2030,as detailed above. Purpose: The proceeds of the Taxable Bonds will be used to: (i) finance the cost of various essential and general corporate purpose capital improvements, equipment and vehicle acquisitions, and urban renewal projects in the City; and (ii) pay the costs of issuance of the Taxable Bonds. See"THE PROJECT"herein. Tax Matters: The interest to be paid on the Taxable Bonds is subject to federal and Iowa state income taxes as discussed under "TAXABILITY OF INTEREST - TAXABLE BONDS" in this Final Official Statement. See APPENDIX C for a draft form of legal opinion for the Taxable Bonds. 3 CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the City of Waterloo, State of Iowa(the "Issuer"), in connection with the issuance of$12,455,000 General Obligation Bonds, Series 2015A and $1,545,000 Taxable General Obligation Bonds, Series 2015B (the "Bonds") dated June 29, 2015. The Bonds are being issued pursuant to a Resolution of the Issuer approved on June 9, 2015 (the "Resolution"). The Issuer covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2- 12(b)(5). Section 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Financial Information" shall mean financial information or operating data of the type included in the final Official Statement,provided at least annually by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "Business Day" shall mean a day other than a Saturday or a Sunday or a day on which banks in Iowa are authorized or required by law to close. "Dissemination Agent" shall mean the Issuer or any Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. "Holders" shall mean the registered holders of the Bonds, as recorded in the registration books of the Registrar. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. "Municipal Securities Rulemaking Board" or "MSRB" shall mean the Municipal Securities Rulemaking Board, 1900 Duke Street, Suite 600, Alexandria, VA 22314. "National Repository" shall mean the MSRB's Electronic Municipal Market Access website, a/k/a "EMMA" (emma.msrb.org). "Official Statement" shall mean the Issuer's Official Statement for the Bonds, dated June 9, 2015. "Participating Underwriter shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Rule" shall mean Rule 150-12(b)(5)adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State" shall mean the State of Iowa. Section 3. Provision of Annual Financial Information. a) The Issuer shall, or shall cause the Dissemination Agent to,not later than two hundred seventy(270)days after the end of the Issuer's fiscal year(presently June 30th), commencing with information for the 2014/2015 fiscal year,provide to the National Repository an Annual Financial Information filing consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Financial Information filing must be submitted in such format as is required by the MSRB (currently in"searchable PDF" format). The Annual Financial Information filing may be submitted as a single document or as separate documents comprising a package. The Annual Financial Information filing may cross-reference other information as provided in Section 4 of this Disclosure Certificate;provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Financial Information filing and later than the date required above for the filing of the Annual Financial Information if they are not available by that date. If the Issuer's fiscal year changes,it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). b) If the Issuer is unable to provide to the National Repository the Annual Financial Information by the date required in subsection(a)'the Issuer shall send a notice to the Municipal Securities Rulemaking Board, if any,in substantially the form attached as Exhibit A-1 and A-2. c) The Dissemination Agent shall: i. each year file Annual Financial Information with the National Repository; and ii. (if the Dissemination Agent is other than the Issuer), file a report with the Issuer certifying that the Annual Financial Information has been filed pursuant to this Disclosure Certificate, stating the date it was filed. Section 4. Content of Annual Financial Information. The Issuer's Annual Financial Information filing shall contain or incorporate by reference the following: a) The last available audited financial statements of the Issuer for the prior fiscal year,prepared in accordance with generally accepted accounting principles promulgated by the Financial Accounting Standards Board as modified in accordance with the 2 governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under State law,as in effect from time to time, or,if and to the extent such financial statements have not been prepared in accordance with generally accepted accounting principles,noting the discrepancies therefrom and the effect thereof. If the Issuer's audited financial statements for the preceding years are not available by the time Annual Financial Information is required to be filed pursuant to Section 3(a),the Annual Financial Information filing shall contain unaudited financial statements of the type included in the final Official Statement,and the audited financial statements shall be filed in the same manner as the Annual Financial Information when they become available. b) A table, schedule or other information prepared as of the end of the preceding fiscal year, of the type contained in the final Official Statement under the caption "Socioeconomic Information-Retail Sales", "Local Option Sales Tax", "Property Tax Information", "Debt Information",and"Financial Information." Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Issuer or related public entities,which have been filed with the National Repository. The Issuer shall clearly identify each such other document so included by reference. Section 5. Reporting of Significant Events. a) Pursuant to the provisions of this Section,the Issuer shall give,or cause to be given,notice of the occurrence of any of the following events with respect to the Bonds in a timely manner not later than 10 Business Days after the day of the occurrence of the event: i. Principal and interest payment delinquencies; ii. Non-payment related defaults, if material; iii. Unscheduled draws on debt service reserves reflecting financial difficulties; iv. Unscheduled draws on credit enhancements relating to the Bonds reflecting financial difficulties; v. Substitution of credit or liquidity providers, or their failure to perform; vi. Adverse tax opinions,the issuance by the Internal Revenue Service of proposed or final determinations of taxability,Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax-exempt status of the Series Bonds, or material events affecting the tax-exempt status of the Bonds; vii. Modifications to rights of Holders of the Bonds, if material; 3 viii. Bond calls(excluding sinking fund mandatory redemptions),if material, and tender offers;. ix. Defeasances of the Bonds; x. Release, substitution, or sale of property securing repayment of the Bonds, if material; xi. Rating changes on the Bonds; xii. Bankruptcy, insolvency,receivership or similar event of the Issuer; xiii. The consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business,the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions,other than pursuant to its terms,if material; and xiv. Appointment of a successor or additional trustee or the change of name of a trustee, if material. b) Whenever the Issuer obtains the knowledge of the occurrence of a Listed Event,the Issuer shall determine if the occurrence is subject to notice only if material, and if so shall as soon as possible determine if such event would be material under applicable federal securities laws. c) If the Issuer determines that knowledge of the occurrence of a Listed Event is not subject to materiality, or determines such occurrence is subject to materiality and would be material under applicable federal securities laws,the Issuer shall promptly,but not later than 10 Business Days after the occurrence of the event, file a notice of such occurrence with the Municipal Securities Rulemaking Board through the filing with the National Repository. Section 6. Termination of Reporting Obli a� tion. The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance,prior redemption or payment in full of all of the Bonds or upon the Issuer's receipt of an opinion of nationally recognized bond counsel to the effect that, because of legislative action or final judicial action or administrative actions or proceedings,the failure of the Issuer to comply with the terms hereof will not cause Participating Underwriters to be in violation of the Rule or other applicable requirements of the Securities Exchange Act of 1934, as amended. If such termination occurs prior to the final maturity of the Bonds,the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). Section 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent,with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or 4 report prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be the Issuer. Section 8. Amendment, Waiver. Notwithstanding any other provision of this Disclosure Certificate,the Issuer may amend this Disclosure Certificate,and any provision of this Disclosure Certificate may be waived,provided that the following conditions are satisfied: a)If the amendment or waiver relates to the provisions of Section 3(a), 4,or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity,nature or status of an obligated person with respect to the Bonds, or the type of business conducted; b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel,have complied with the requirements of the Rule at the time of the original issuance of the Bonds,after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and c) The amendment or waiver either(i) is approved by the Holders of the Bonds in the same manner as provided in the Resolution for amendments to the Resolution with the consent of Holders, or(ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds. In the event of any amendment or waiver of a provision of this Disclosure Certificate,the Issuer shall describe such amendment in the next Annual Financial Information filing,and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type(or in the case of a change of accounting principles, on the presentation)of financial information or operating data being presented by the Issuer. In addition,if the amendment relates to the accounting principles to be followed in preparing financial statements, (i)notice of such change shall be given in the same manner as for a Listed Event under Section 5(c), and(ii)the Annual Financial Information filing for the year in which the change is made will present a comparison or other discussion in narrative form(and also,if feasible,in quantitative form) describing or illustrating the material differences between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Financial Information filing or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Financial Information filing or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate,the Issuer shall have no obligation under this Certificate to update such information or include it in any future Annual Financial Information filing or notice of occurrence of a Listed Event. 5 Section 10. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate, any Holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order,to cause the Issuer to comply with its obligations under this Disclosure Certificate. Direct, indirect,consequential and punitive damages shall not be recoverable by any person for any default hereunder and are hereby waived to the extent permitted by law. A default under this Disclosure Certificate shall not be deemed an event of default under the Resolution, and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action to compel performance. Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Issuer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents,harmless against any loss,expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys' fees)of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer,the Dissemination Agent,the Participating Underwriters and Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. Date: day of ,2015. CITY OF WATERLOO, STATE OF IOWA By: Mayor ATTEST. By: City Cler 6 EXHIBIT A-1 NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL FINANCIAL INFORMATION Name of Issuer: City of Waterloo, Iowa. Name of Bond Issue: $12,455,000 General Obligation Bonds, Series 2015A Dated Date of Issue: June 29, 2015 NOTICE IS HEREBY GIVEN that the Issuer has not provided Annual Financial Information with respect to the above-named Bonds as required by Section 3 of the Continuing Disclosure Certificate delivered by the Issuer in connection with the Bonds. The Issuer anticipates that the Annual Financial Information will be filed by Dated: day of 520 CITY OF WATERLOO, STATE OF IOWA By: Its: EXHIBIT A-2 NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL FINANCIAL INFORMATION Name of Issuer: City of Waterloo, Iowa. Name of Bond Issue: $1,545,000 Taxable General Obligation Bonds, Series 2015B Dated Date of Issue: June 29,2015 NOTICE IS HEREBY GIVEN that the Issuer has not provided Annual Financial Information with respect to the above-named Bonds as required by Section 3 of the Continuing Disclosure Certificate delivered by the Issuer in connection with the Bonds. The Issuer anticipates that the Annual Financial Information will be filed by Dated: day of ,20_ CITY OF WATERLOO, STATE OF IOWA By: Its: 8 A PAYING AGENT;BOND REGISTRAR AND TRANSFER AGENT AGREEMENT This Agreement is entered into the date hereof between Bankers Trust Company ("Agent" or "Paying Agent") and the City of Waterloo, State of Iowa("Issuer"). 1. Definition of Terms. The terms "item", "receipt", "transfer", "turnaround", "process", "business day", and other terms used throughout this Agreement shall be deemed to have the meanings provided in Rules 17Ad-1 and 17Ad-2 of the Regulations promulgated pursuant to the Securities Exchange Act of 1934 and Section 76.10(4) of the Code of Iowa, as amended and in effect from time to time. 2. Bond Resolution Incorporated by Reference. Agent agrees to act on behalf of Issuer pursuant to the terms of this Agreement and pursuant to the Resolution Authorizing and Providing for the Issuance of$12,455,000 General Obligation Bonds, Series 2015A, dated June 29, 2015 (the "Obligations"). The Resolution and the terms thereof are hereby incorporated by reference and the provisions of this Agreement are to be construed to be consistent with the Resolution. The Resolution defines among other items lost, stolen and mutilated Bonds and manner of notice to parties. In the event of inconsistent language between the Resolution and this Agreement,the terms of the Resolution shall prevail. 3. Registrar Function. Agent shall maintain records of the identity of the owners of the Obligations in order to carry out its function as Registrar and upon request of Issuer shall from time to time deliver to Issuer records, documents.and other writings made or accumulated in the performance of its duties as Registrar. In such capacity Agent is authorized at any time to register for original issue certificates representing the Obligations and not exceeding the total principal amount of the Obligations ("certificates") and upon surrender for cancellation of certificates to register new certificates for the principal amount of Obligations represented by the certificates so canceled and to redeliver such new certificates. 4. Transfer Agent Function. For the purpose of the original issue of certificates Agent is hereby directed to record and authenticate certificates signed by or bearing the facsimile signatures of the officers of Issuer authorized to sign certificates, in such names and in such amounts as Issuer may direct. Agent shall make transfers, from time to time upon the records of Issuer of any outstanding certificates and of certificates issued in exchange therefor signed by the officers of Issuer upon surrender thereof for transfer properly endorsed and upon reasonable assurance that such endorsements are genuine and effective in accordance with Section 554.8401, Code of Iowa. Upon request for cancellation of such certificates Agent shall record and authenticate new certificates duly signed and deliver such certificates to or upon the order of the person entitled thereto. Agent shall furnish to each owner, at Issuer's expense, one certificate for each annual maturity. Agent shall furnish additional certificates of lesser denomination to an owner who so requests. -1- Certified specimen signatures of the officers of Issuer and certified specimen certificates in the form duly approved by Issuer shall be lodged with Agent and upon request of Agent the Issuer will deliver to the Agent a sufficient supply of certificates in the form approved. 5. Pa iy ng Agent Function. Agent is hereby authorized and shall make payments of principal and interest to the registered holders of the Obligations as follows: a At least three business days prior to each payment date Issuer will deposit with the Agent in immediately available funds such amount as is required to make such payment. b) One business day before each payment date Agent will pay interest and, upon presentation and surrender of the matured or called Obligations, will pay principal to each registered owner of the Obligations as of the record date by mailing a check to each such owner. In any case where the date of maturity of interest on or principal of the Obligations or the date fixed for redemption of any Obligations shall be a Sunday or a legal holiday or a day on which the banking institutions are authorized by law to close, then payment of interest or principal may be made on the succeeding business day with the same force and effect as if made on the date of maturity or the date fixed for redemption. Provided,however,that payment of principal shall be made not later than the second day after receipt of the matured Obligation. C) When the Agent shall receive notice from Issuer of its option to redeem Obligations prior to maturity,the Agent shall select the Obligations to be redeemed and give notice of the redemption thereof, all in accordance with the termsObligationsof the and the Resolution. 6. Form of Records. The records of Agent shall be in such form as to be in compliance with standards issued from time to time by the Municipal Securities Rulemaking Board of the United States and any other securities industry standard and the requirements of the Internal Revenue Code of 1986 and Chapter 76 of the Code of Iowa. 7. Confidentiality of Records. Agents records in connection with the Obligations shall remain confidential records entitled to protection and confidentiality pursuant to Section 22.7(17), Code of Iowa. Agent agrees that its use of the records will be limited to the purposes of this Agreement and that Agent will make no private use or permit any private access thereto. 8. Reliance Upon Certain Certifications and Representations. Agent may rely conclusively and act, without further investigation, upon any list, instruction, certification, authorization, certificate or other instrument or paper suitably guaranteed and believed by it in good faith and due diligence in performing its functions to be genuine and to have been signed, countersigned or executed by any duly authorized person or persons or upon the instruction of any authorized officer of Issuer or upon the advice of Issuer's counsel; and may register any certificate representing the Obligations or may refuse to register any such certificate if in good faith Agent deems such refusal necessary in order to avoid any liability on the part of either Issuer or Agent, and Issuer agrees to indemnify and hold harmless the Agent from and against any and all losses, costs, claims and liability for so relying or acting or refusing to act. -2- 9. Rules and Regulations Governing Registration. Agent shall comply at all times with such rules, regulations, and requirements as may govern the registration,transfer and payment of registered Obligations including without limitation Chapters 76, 384, and Section 554.8101 et seq. Code of Iowa and standards issued from time to time by the Municipal Securities Rulemaking Board of the United States and any other securities industry standard and the requirements of the Internal Revenue Code of 1986. 10. Signature of Officers. In case any of the officers of Issuer whose manual or facsimile signature appear on any certificate, bond or other record delivered to the Agent shall cease to be such officer prior to the registration,processing or transfer thereof,the Agent may nevertheless process such documents as though the person signing the same or whose facsimile signature appears thereon had not ceased to be such officer unless written instruction of the Issuer to the contrary is received. 11. Record Date. For purposes of determining the registered owners of the Obligations,the record date shall be deemed to be the fifteenth day of the month preceding the date on which payment of principal,premium, if any, or interest is payable to the registered owners of the Obligations ("payment date")whether such payment is due to optional redemption, operation of a sinking fund, or for any other reason. 12. Three Days Turnaround. Agent agrees that it will turnaround within three business days of receipt all items received in proper form for transfer,process or other action pursuant to the terms of this Agreement. 13. Delivery of Obligations. Agent will promptly cancel and deliver to Issuer all Obligations or certificates representing the Obligations surrendered to it upon payment of the principal, premium, if any, and interest owing on such Obligations. 14. Pa ment of Unclaimed Amounts. In the event an payment check representing v Yp Y payment of interest or principal on the Obligations is returned to the Paying Agent or is not presented for payment, or if anyObligation is not presented for payment of principal or n if funds sufficient to a such interest on premium, if any, at the maturity or redemption date, u pay Obligations shall have been made available to the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Obligations shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the owner of such Obligations who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Agreement or on, or with respect to, such interest or Obligations. The Paying Agent's obligation to hold such funds shall continue for a period equal to two years and six months following the date on which such interest or principal, became due, whether at maturity, or at the date fixed for redemption thereof, or otherwise, at which time the Paying Agent, shall surrender any remaining funds so held to the Issuer, whereupon any claim under this Agreement by the Owners of such interest or Obligations of whatever nature shall be made upon the Issuer. 15. No Obligation to Invest. Agent will have no obligation to invest any funds in its possession. -3- 16. Compensation of Agent. The Issuer will pay Agent reasonable compensation for its services, based upon the schedule of fees attached or such other schedule of fees as may be agreed upon from time to time between Agent and Issuer. Agent's compensation may include the amount of any attorney fees incurred by it under Section 17 hereof. 17. Bond Counsel. When Agent deems it necessary or reasonable it may apply to bond counsel for the Issuer, or such other law firm or attorney approved by Issuer for instructions or advice. 18. Termination of Agreement. This Agreement may be terminated by either party by giving the other party at least 90 days advance written notice. At termination of the Agreement, Agent shall deliver to Issuer any and all records, documents or other writings made or accumulated in the performance of its duties under this Agreement and shall refund the unearned balance, if any, of fees paid in advance by Issuer. 19. Examination of Records. Issuer or its duly authorized agents may examine all records relating to the Obligations at the principal office of the Agent at reasonable times as agreed upon with the Agent and such records shall be subject to audit from time to time at the request of Issuer or Agent. The Agent, on request,will furnish Issuer with a list of the names, addresses, and other information concerning the owners of the Obligations or any of them. 20. Obligations, Rights and Privileges of Agent. Agent shall have, with regard to the particular functions it performs, the same obligation to the holder or owner of the Obligations and shall have the same rights and privileges as the Issuer has in regard to those functions. Dated this o_ day of , 2015. CITY OF WATERLOO, STATE O WA, ISSUER By: 11�� a4 Mayor ATTEST: By: Crty Cler -4- BANKE RS TRUST COMPANY, AGENT By: 00iNo- t.�.�}t ATTEST: 11fJi riiRU'�j By: (Title) (Title) -5- SCHEDULE A Fee Schedule 0 1116444-1\11310-109 BankersTrust, PAYING AGENT, BOND REGISTRAR AND TRANSFER AGENT FEE SCHEDULE (BOOK ENTRY) INITIAL FEE ANNUAL FEE $250 $500 (semi-annual payments of$250) ADDITIONAL SERVICES AVAILABLE $250 Dissemination Agent(annual fee) As Dissemination Agent, Bankers Trust (the "Agent") will disclose the required documentation under SEC Rule 15c2-12 to the MSRB Electronic Municipal Market Access (EMMA) system. The Issuer/Borrower will provide the information required in the Continuing Disclosure Agreement or the required annual reporting and material event notification under the rule listed above to the Agent. The Agent will not be responsible for compiling any of the information required under the rule. OUT-OF-POCKET EXPENSES Reasonable charges will be made for additional services or reports not contemplated at the time of execution of the Agreement or not covered specifically elsewhere in this schedule, such as preparation of bondholder lists, redemptions/call notices, or termination of our services prior to the issue's final maturity. Charges will be based on our analysis of the cost of providing the additional services, with redemption/call fees starting at $100 and termination fees of$200 per bond issue. Extraordinary out-of-pocket expenses will be charged at cost. However, this does not include ordinary out-of-pocket expenses such as normal postage and supplies, which are included in the annual fees quoted above. CHANGES IN FEE SCHEDULE Bankers Trust reserves the right to renegotiate this fee schedule. - l ' t DELIVERY CERTIFICATE We the undersigned City Officials,do hereby certify that we are the officers,respectively below indicated, of a municipal corporation in the State of Iowa, known as the City of Waterloo, State of Iowa;that in pursuance of the provisions of Sections 384.25, 384.26, 384.28 and 403.12, Code of Iowa,there have been heretofore lawfully authorized and this day by us lawfully executed, issued, caused to be registered, authenticated and delivered fully registered General Obligation Bonds, Series 2015A, of the City of Waterloo, State of Iowa, in the amount of $12,455,000, dated June 29, 2015,bearing interest and maturing as follows: Principal Interest Maturity Amount Rate June 1st $760,000 3.000% 2016 $745,000 3.000% 2017 $755,000 3.000% 2018 $765,000 3.000% 2019 $770,000 3.0006/o 2020 $785,000 3.000% 2021 $795,000 3.000% 2022 $810,000 3.000% 2023 $830,000 3.000% 2024 $850,000 3.000% 2025 $870,000 3.000% 2026 $890,000 3.000% 2027 $915,000 3.250% 2028 $945,000 3.375% 2029 $970,000 3.500% 2030 Each of the Bonds has been executed with the manual or facsimile signature of the Mayor and the manual or facsimile signature of the City Clerk of the City. The Bonds have been delivered to DTC on behalf of- Piper fPiper Jaffray & Co. of Minneapolis, Minnesota and have been paid for in accordance with the terms of the contract of sale and at a price of $12,669,009.55, and accrued interest. We further certify that no controversy or litigation is pending,prayed or threatened involving the incorporation, organization, existence or boundaries of the City, or the titles of the undersigned City officers to their respective positions, or the validity of the Bonds, or the power and duty of the City to provide and apply adequate taxes for the full and prompt payment of the principal and interest of the Bonds, and that no measure or provision for the authorization or issuance of the Bonds has been repealed or rescinded. We further certify that due provision has been made for the collection sufficient taxes to meet all payments coming due, whether of principal or of interest on the Bond Issue; that all payments coming due before the next collection of the tax provided for as aforesaid will be paid promptly when due from cash on hand; and that the proceedings authorizing the issuance and delivery of the Bonds remain in full force and effect and have not been withdrawn, amended or rescinded. To the best of our knowledge, information and belief, we further certify that the Official Statement dated June 9, 2015, as of its date and the date hereof, did not and does not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. We further certify that each of the officers whose signatures appear on the Bonds were in occupancy and possession of their respective offices at the time the Bonds were executed and do hereby adopt and affirm their signatures appearing in the Bonds. We further certify that the present financial condition of the Bond is as follows: Assessed and taxable value of all taxable property within the City, except moneys and credits and tax free lands (Year 2014/2015), according to the last completed State and County tax lists (100% - Before Rollback) $ 3,661,430,565 Total general obligation bonded indebtedness of the City, including this issue $ 92,740,000 All other general obligation indebtedness, (including warrants,judgments, contracts of purchase or lease/purchase, self-insurance or local government risk pool obligations, loan agreements, and revenue bonds issued under Code Section 403.9), of the City of any kind $ 2,281,997 -2- i R IN WITNESS WHEREOF, we have hereunto affixed our hands at the City of Waterloo, State of Iowa,this day of 1-Q , 2015. a or City Clef , x Finance Officer (CITY SEAL) 01116445-1\11310-109 -3- TRANSCRIPT CERTIFICATE I,the undersigned,being first duly sworn, do hereby depose and certify that I am the duly appointed, qualified and acting City Clerk of the City of Waterloo, State of Iowa, and that as such Clerk I have in my possession or have access to the complete corporate records of the City and of its Council and officials, and that I have carefully compared the transcript hereto attached with the aforesaid corporate records and that the transcript hereto attached is a true and complete copy of all the corporate records in relation to the authorization, issuance and disposition of $12,455,000 General Obligation Bonds, Series 2015A,of the City dated June 29, 2015, and that the transcript hereto attached contains a true and complete statement of all the measures adopted and proceedings, acts and things had, done and performed up to the present time, in relation to the authorization, issuance and disposition of the Bonds, and that the City Council consists of a Mayor and seven (7) Council Members, and that the offices were duly and lawfully filled by the individuals listed in the attached transcript as of the dates and times referred to therein. I further certify that the City is and throughout the period of such proceedings has been governed under the Mayor/Council form of municipal government authorized by Chapter 372, Code of Iowa, under the provisions of its charter as recorded with the Secretary of State. I further certify that all meetings of the City Council of the City at which action was taken in connection with the Bonds were open to the public at all times in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and was duly given at least twenty-four hours prior to the commencement of the meeting by notification of the communications media having requested such notice and posted on a bulletin board or other prominent place designated for the purpose and easily accessible to the public at the principal office of the Council all pursuant to the provisions and in accordance with the conditions of the local rules of the Council and Chapter 21, Code of Iowa. I further certify that no City officer or employee has any interest in the contract for the sale of the Bonds or any matter incidental thereto, according to my best knowledge and belief. WITNESS my hand and the seal of the City hereto attached this LCL --day of 2015, at Waterloo,Iowa. City Cl r , ity ofWaterloo, State ofIowa (SEAL) - 1 - Finally,the below stated officers whose signatures appear hereafter are now the duly qualified and acting officials of the City,possessed of the offices as designated below,to-wit: Mayor: Erne Clark (Original Signature) Clerk: Suzy Schares (Original Signature) Finance Officer: Michelle Weidner c (Original Signature) STATE OF IOWA ) ) SS COUNTY OF BLACK HAWK ) Subscribed and sworn to before me by Ernest G. Clark and Michelle Weidner on this /71"'' day of��,�._.t. 32015. MICHELLE M. WESTPHAL /, ) ¢ COMMISSION NO. 159063 _ W MY COMMI SION EXP►RES Notary Public in and for Black Hawk County, Iowa (SEAL) STATE OF IOWA ) ) SS COUNTY OF PDLk ) Subscribed and swornto before me by Suzy Schares on thish day of Jy,nz 12015. $� `a�met NT190� • My 6 Notary Public in and �o I k,._ 00 County, Iowa (SEAL) 01116446-1111310-109 -2 - t = AUTHENTICATION ORDER The undersigned Finance Officer of the City of Waterloo, State of Iowa(the "Issuer"), pursuant to a resolution of the City Council of the City of Waterloo, authorizing the issuance and delivery of the Bonds, acting for and on behalf of the Issuer,hereby deliver to Bankers Trust Company (the "Registrar") $12,455,000 aggregate principal amount of Issuer's General Obligation Bonds, Series 2015A, dated June 29, 2015 in fully registered form, bearing interest, maturing and conforming to the specifications set forth in the Resolution (the "Bonds"). Each Bond has been executed on behalf of the Issuer with the manual or facsimile signature of the Mayor and the manual or facsimile signature of the City Clerk. The signatures are hereby ratified, affirmed and adopted. The seal of the Issuer is printed or impressed thereon. The Registrar is hereby requested to authenticate the Bonds and to complete the records with respect to registration as provided in the Bond Resolution and the instructions of the Original Purchaser as to designation of owners of the Bonds. Upon such authentication, the Registrar is authorized to deliver the Bonds on behalf of Issuer to the Original Purchaser, Piper Jaffray & Co., or their registered assigns,upon receipt of payment therefor in immediately available funds of the agreed purchase price plus accrued interest to the date of delivery as shown on Exhibit A attached hereto and incorporated herein, subject to the receipt at closing of the opinion of bond counsel. The Original Purchaser shall deposit the monies to the account of Issuer as designated in Exhibit A. The acknowledgment of receipt of the Bonds by the Original Purchasers, or registered assigns, shall be evidenc�e/dam by separate signed receipts or certificates. Dated this / / " - day of JV--'?-- , 2015 `Fihari6e Officer (SEAL) EXHIBIT A Closing Amounts Deposit of Funds Instructions (See attached closing letter of the Financial Consultant) 01116450-1\11310-109 A, II'Speer Financial, Inc. li INDEPENDENT MUNICIPAL ADVISORS ESTABLISHED 1954 KEViti MCCAVNA DAVID Ptt7.L!aS LARRY BURGER DANJitL(�ORRFS BARBARA CHEVAL.IE.R RAPHALIATA MCKENZIE %IAGGIE BURGER ANTHONYA4;1'c.II t rz,ciderrr Suns rcclrcrrirnr h_.tr,aidenr ax tr:sa,.n7 Ira Pr�.uJa;t Y;wr Pre�i�iet G,oe Trerdesv fe'c,.,.u1im� June 22, 2015 I Ms. Michelle Weidner, Chief Financial Officer CITY OF WATERLOO 715 Mulberry Street Waterloo, 1A 50703 RE: City of Waterloo, Black Hawk County, Iowa $12,455,000 General Obligation Bonds, Series 2015A Dear Michelle; for the closing completed have been Arrangements Arran com osin of the above referenced Bonds issued to the II g p g purchaser, Piper Jaffray, Minneapolis, Minnesota on Monday, June 29, 2015, at 10:00 a.m., via telephone. The amount due on June 29, 2015 is as follows: Principal ................... .............. $12,455,000.00 Plus: Premium.... ......... ..... ...... ......... .................. 214,009.55 Less: Good Faith Deposit .... . 1249,100.001 Total Due ..............>...<......»........,............. ........ ...........................$12,419,909.55 Payment of the Series 2015A Bond proceeds will be made in full to the City in immediately available Federal Funds, which can be invested the morning of the closing. Wire instructions for this payment are as follows: Bank:.........................................................................Farmers State Bank,Waterloo,Iowa Routing Number: ....................................................073908045 Account Number:»....................................................0949781 Account Name:.........................................................City of Waterloo GO Bond Proceeds Bank Contact Person:..............................................Chris Hurley Bank Phone:.............................................................319-274-1879 SLI CTE 4100-ONE NORTH LASALLE STRLET•C111CAGO,TLL(NOIS 60602-(312)346-3760•FAX(3I2')346-8$33 SIA FE 608.531 COMMERCIAL STREET--WNI-Fi oo,IOWA 50701•(319)291-2077•FAX(319)291-8028 Speer Financial, Inc. INDEPENDENT MUNICIPAL ADVISORS Ms. Michelle Weidner, Chief Financial Officer .Tune 22, 2015 Page 2 A member of our firm will monitor the closing to assist in any manner needed. J. Eric Boehlert, Esq., Bond Counsel of Ahlers & Cooney, P.C., Des Moines, Iowa, will deliver his opinion upon receipt of all required legal documentation and confirmation of payment by the purchaser for the Series 2015A Bonds. A copy of the Final Debt Service Schedule is attached for your reference. If you have any questions regarding the details of the closing, please contact Larry Burger or myself at 319-291-2077. Sincerely, SPEER FINANCIAL,INC. Lf)ad Charlotte Nielsen Financial Analyst Enclosure Copy by Email: Ethan Gray, Piper Jaffray Sarah Miles, Piper Jaffray J. Eric Boehlert, Esq Ahlers & Cooney, P.C. Diana Van Vleet, Bankers Trust Company Page 2 r SPEER FINANCIAL, INC. City of Waterloo,Iowa _ $12,455,000 General Obligation Bonds, Series 2015A *** FINAL-TAX-EXEMPT *** Debt Service Schedule Date Principal Coupon Interest Total P+l Fiscal Total 06/29/2015 12/0 1/2015 162,273.19 162,273,19 - 06/0l,2016 760,000.00 3.000% 192,165-63 952,165.63 1,114,438-82 12/6112016 - - 180,765.63 180,765.63 06101;2017 745,000.00 3,060% 180 765,63 925,705.63 1,106,531_26 12/01/2017 164 590,63 169,590.63 06%01/2018 75.5,000;00 3.000% 169,590 63 924,590.63 1,094,181,26 12/01/2018 - 158,265,63 158,265.63 06/01/2019 765,000.00 3.000% 158,265.63 923,265,63 1,081,531.26 12/01/2019 146,790,63 146,790.63 06/01/2020 770,000.00 3.000% 146,790,63 916,790.63 1,063,581.26 12/01/2020 - 135,240,63 135,24063 - 06/01,12021 785,00000 3000% 135,240.63 920,240-63 1055,481.26 13/01/2021 123,465.63 123,465,63 06/01/2022 795,000.00 3,0001y. 123,465.63 918,465.63 1,041,931.26 _-....v- ____.._......... 1210/2022 1 11,540-63 1 l 1,540.63 00/01/2023 810,000,00 3,000% 111,540.63 921,54063 1,033,081-26 12/01/2023 99,390.63 99,390,63 06/01/2024 830,000.00 3,000% 99,390,63 929,390.63 1,028,781.26 12/01/2024 - 86,940,63 86,940.63 - 06/01I2025 850,000.00 3.000°/ 86,940.63 936,940.63 1,023,881,26 12101/2025 74,190 63 74,190,63 06/01/2026 870.00000 3000% 74,190,63 944,190-63 1,018,381.26 11,6 61,140 63 61,140.63 06/0'--/2027 890.00000 3000% 61,14053 951,140-63 1,012,28(26 12/0:/2027 47,790-63 47,790.63 06,101/2028 915,000,00 3.250°/, 47,790.63 962,790.63 1,010,58126 12/01i2028 32,921:88 32,921,88 06/0112029 945,000-00 3,375% 32,921.88 977,921-88 1,010,843,76 12;0112029 - 1(;,975.00 16,975=00 06/01/2030 970,000.00 350010 16,975.00 986,975,00 1,003,950,06 Total 512,455,000.00 $1244,457.70 $15,699,457.70 - Yield Statistics Bond Year Dollars $103,106.28 vvera8e Lafe 8,278 Years Average Coupon 3,1467121'% Net Interest Cast(NIC) _ _. ?..9391500°6 True!merest Cost(TIC) 2.8976107% Bond Yield for Arbitrage Pumoses 2.8053847%_ All Inclusive Cost(AIC) 2,9874814% IRS Form 8038 Net Interest Coat 2,8313545% vIetghted Average Maturt:v 8.176 Years 15A Wino GO 12 455 NPA TE I iss;ee Summary 1 6122'2015 1 3:30 PM Speer Financial, Inc. Municipal Advisors Since 1954 Page 1 t , REGISTERED REGISTERED Certificate No. 1 Principal Amount$760,000 UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF BLACK HAWK CITY OF WATERLOO GENERAL OBLIGATION BOND CORPORATE PURPOSES SERIES 2015A Interest Rate Maturity Date Bond Date SIP 3.000% June 1, 2016 June 29, 2015 The City of Waterloo, State of Iowa, a municipal corporation org and exists under and by virtue of the Constitution and laws of the State of Iowa(the "Issuer" for v e receive promises to pay from the source and as hereinafter provided, on the maturity date e b ve, to CEDE & CO. or registered assigns, the principal sum of SEVEN HUN D S HOUSAND DOLLARS in lawful money of the United States of America, on the t ho above, only upon presentation and surrender hereof at the office of ankers t y, Paying Agent of this issue, or its successor, with interest on the sum from t ate hereof it aid at the rate per annum specified above, payable on December 1, 2015, and semia ly thereaft on the 1 st day of June and December in each year. Interest and principal shall beCtotheister holder of the Bond as shown on the records of ownership maintained by the Regi15th day of the month preceding such interest payment date. Interest shall be compsis of a 360-day year of twelve 30-day months. This Bond is iss urs t to the provisions of Sections 384.25, 384.26, 384.28 and 403.12 of the Code of Iowa, for th s o aying costs of the acquisition, construction, reconstruction, extension, improvement, an ippi f works and facilities useful for the collection, treatment and disposal of sew industria e in a sanitary manner, including East Side Interceptor, Dry Run Creek, FEQ ow, e acquisi on, improvement and installation of traffic control devices, signage, fixtures, equipme improvements, including but not limited to traffic signal, traffic safety and street li t fixtures, ections, and facility improvements; the acquisition of vehicles and equipment for t o e, Fire Res and Street Departments; the rehabilitation and improvement of City parks and . . n, repair and replacement of facilities, equipment and improvements commonly found 1 1 y p s; the removal, replacement and planting of trees in parks and public grounds;the constructi re nstruction and repairing of street, sidewalk, alley, public ground, marketplace, bridge, pede ian underpass and overpass repairs and reconstruction, and intersection improvements; the acquisition, construction and improvement of real and personal property useful for the protection of property from floods or high waters, including flood control, levees, embankments, waterway, storm water and drainage improvements; the removal or replacement of dead or diseased trees; and the acquisition and demolition of dangerous or dilapidated buildings, structures or properties, or funding multi-family housing assistance; aiding in the planning, undertaking and carrying out of urban renewal projects under the authority of Chapter 403 and the Urban Renewal Plans for the Downtown Waterloo Riverfront Urban Renewal and Redevelopment Area,the Logan Avenue Urban Renewal Area and Redevelopment Plan,the NE Industrial Area Development Plan,the Martin Road Development Plan, and the Rath Area Redevelopment Plan, such as those costs associated with land acquisitions, public infrastructure projects including streets, streetscape, and utility improvements, the downtown development plan, downtown acquisitions, demolition costs, and funding multi-family housing assistance; acquisition of vehicles for various city departments, including public works, building inspections, Center for the Arts, leisure and building maintenance; equipping various city departments, including public works, city clerk, and engineering; building and infrastructure improvements for public works; reconstruction, renovation, remodeling, improvement, equipping and repairing of various City buildings and facilities, including projects at new city facilities, various ADA compliance improvements, public library, Art Center, fire station improvements, and swimming po enovations; Cultural and Art projects, including at the Center for the Arts, and the Youth Pavillion; im ovements at the Art Center, including the parking lot; and reconstruction,renovation, remo imp ement, equipping and repairing of Downtown Parking Garages; comprehensive plan up at of City wide Information Services equipment and software, including compute s, product 'ty software and telephone system upgrades and improvements; Library computer up ; reconstru 'o , renovation and improvements to Sports Facility Improvement Fund, c ical rage buil ng improvements, Leisure Services office, police department storage bui di town maintenance infrastructure projects; acquisition of off-road mai nance eq ent the parks, golf course, and downtown departments; to pay the costs of golf co improveme n conformity to a Resolution of the Council of said City duly passed and approve Unless this certificate is presented by an autho iz e ati f The Depository Trust Company, a limited purpose trust company("DT "), to the ue its agent for registration of transfer, exchange or payment, and an certific ' sued is re er d in the name of Cede & Co. or g pY � Y g such other name as requested by an authorized rep ntative of C (and any payment is made to Cede & Co. or to such other Issuer as is reQuested by uthorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHERC, ercalled F FO GLUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inaegiste ed owner hereof, Cede & Co.,has an interest herein. Bonds maturing aft u e 1, for optional redemption by the Issuer and paid before maturity on date r any date thereafter, from any funds regardless of source, in whole or from time to time in p y r r of maturity and within an annual maturity by lot. The terms of redemption shall be par, p ccru interest to date of call. Thi rt en notic of redemption shall be given to the registered owner of the Bond. Failure to give wr notice to any registered owner of the Bonds or any defect therein shall not affect the val' ' of any p edings for the redemption of the Bonds. All bonds or portions thereof called for r emp 'on will cea o bear interest after the specified redemption date, provided funds for their rede deposit at the place of payment. Written notice will be deemed completed upon transmission to owner of record. If les than all of a maturity is called for redemption, the Issuer will notify DTC of the particular amount of such maturity to be redeemed prior to maturity. DTC will determine by lot the amount of each Participant's interest in such maturity to be redeemed and each Participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. Ownership of this Bond may be transferred only by transfer upon the books kept for such purpose by Bankers Trust Company, the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Bond at the office of the Registrar as designated below, together with an assignment duly executed by the owner hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however, promptly give notice to registered bondholders of such change. All bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.31 of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bond Resolution. And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to be performed precedent to the lawful issue of this Bond, have been existent, had, done and rformed as required by law;that provision has been made for the levy of a sufficient continuing annu ax on all the taxable property within the territory of the Issuer for the payment of the princi d int st of this Bond as the same will respectively become due; that the faith, credit, revenues nd all the real and personal property of the Issuer are irrevocably pledged fort e prompt p meet hereof, both principal and interest; and the total indebtedness of the Issuer includ' ffiis Bond, d of exceed the constitutional or statutory limitations. IN TESTIMONY WHEREOF, the Issuer by its Council, as cause Bo o be signed by the manual or facsimile signature of its Mayor and attested by t anual or ile signature of its City Clerk, with the seal of the City printed or impressed hereon, o be aut nticated by the manual signature of an authorized representative of the Registr anker T Company, Des Moines, Iowa. Date of authentication: 1*4160. FWA RLOO, STATE OF IOWA This is one of the Bonds described in wi in mentioned Resolution, as registered Bankers Trust Company Ernest G. Clark,Mayer BANKERS TRUST C e ' trar ATTEST: By: Suzy Sc ares,City�Clcrk By: tho 'zed Signat Registr Zn sfer Agent: Bankers Trust Company Paying Ag kers Trust Company ASSIGNMENT For value received,the undersigned hereby sells,assigns and transfers unto (Social Security or Tax Identification No. )the within Bond and does hereby irrevocably constitute and appoint attorney in fact to transfer the said Bond on the books kept for registration of the within Bond,with full power of substitution in the premises. Dated: (Person(s)executing this Assignment sign(s)here) SIGNATURE) GUARANTEED) IMPORTANT-READ CARE F Y The signature(s)to this Power must correspond with the na written upon the face of the certificate(s)or Bond(s) in every particular wit tion r e ment or any change whatever. Signature guarantee must be provided in wi the prevailing standards and procedures of the Registrar and Transfer 4ent. Such dar nd procedures may require signature to be guaranteed by certain el' uarantor in ' ions that participate in a recognized signature guarantee program. INFORMATION RE I FOR RE TION OF TRANSFER Name of Transferee(s) Address of Transferee(s) Social Security or Tax Ident' ion Number of Tra eree( Transferee is a(n): Individual* Corporation Partner Trust *If the Bond i e gistered in the names of multiple individual owners,the names of all such owners and one address a ocial security number must be provided. he following breviations,when used in the inscription on the face of this Bond, shall be c ugh written out in full according to applicable laws or regulations: TE CO -as tenants in common TEN - as tenants by the entireties JT TEN- as joint tenants with rights of survivorship and not as tenants in common IA UNIF TRANS MIN ACT - .......... Custodian .......... (Cust) (Minor) Under Iowa Uniform Transfers to Minors Act................... (State) ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST 01123974-1\11310-109 CERTIFICATE OF AUTHENTICATION I, Diana Van Vleet, VP Trust Officer, of Bankers Trust Company, Des Moines, Iowa(the "Registrar"), hereby certify as follows: 1. The Registrar has taken all necessary corporate action to authorize authentication of the Bonds as hereinafter defined. 2. The General Obligation Bonds, Series 2015A,of the City of Waterloo, in the County of Black Hawk, State of Iowa(the "Issuer"), in the aggregate principal amount of $12,455,000, dated June 29, 2015, and issued as fully registered Bonds (the 'Bonds"), conforming to the specifications set forth in the Resolution Authorizing the Issuance of the Bonds, have been duly authenticated on behalf of the Registrar. 3. The Bonds have on this day been sold and delivered to or upon the order of the original purchaser, Piper Jaffray& Co., and upon delivery of the Bonds the Issuer has received funds representing the agreed purchase price therefor in the amount of$12,669,009.55, plus accrued interest from the date of the Bonds to the date of such delivery and payment. 4. Receipt is hereby acknowledged of copies of the documents as specified to be filed with the Registrar prior to authentication of the Bonds in the Resolution. IN WITNESS WHEREOF,the Registrar aforesaid, has caused this document to be executed in its name by a duly authorized officer,this 29th day of June, 2015. Bankers Trust Company U . �R ST/� , SEA L •�` = ' oir.�e�sy��tr3ro•rQ�o ,,�' IN E S ,.,�°