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HomeMy WebLinkAbout2005-516-06.13.2005 5/C (This Notice to be posted) NOTICE AND CALL OF PUBLIC MEETING Governmental Body: The City Council of Waterloo, Iowa. Date of Meeting: June 13 , 2005. Time of Meeting: 5 : 30 o'clock P .M. Place of Meeting: Council Chambers, City Hall, Waterloo, Iowa. PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental body will meet at the date, time and place above set out. The tentative agenda for said meeting is as follows: $7,820,000 General Obligation Bonds, Series 2005A • Approval of Tax Exemption Certificate. • Approval of Continuing Disclosure Certificate. • Resolution authorizing the issuance. Such additional matters as are set forth on the additional 33 page(s) attached hereto. (number) This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of Iowa, and the local rules of said governmental body. • City Cle k, d-rloo, Iowa Nancy PLk t , CMC June 13 , 2005 The City Council of Waterloo, Iowa, met in Regular session, in the Council Chambers, City Hall, Waterloo, Iowa, at 3 : 30 o'clock p .M., on the above date. There were present Mayor Tim Hurley , in the chair, and the following named Council Members: Kincaid, Greenwood, Clark, Schmitt , Gunderson, Welper Absent: Cole * * * * * * * -1- Council Member Greenwood moved that the form of Tax Exemption Certificate be placed on file and approved. Council Member Welper seconded the motion. The roll was called and the vote was, AYES: Kincaid, Greenwood, Clark, Schmitt, Gunderson, Welper NAYS: ABSENT : Cole Council Member Greenwood moved that the form of Continuing Disclosure Certificate be placed on file and approved. Council Member Schmitt seconded the motion. The roll was called and the vote was, AYES: Kincaid, Greenwood, Clark, Schmitt , Gunderson, Welper NAYS: ABSENT : Cole Council Member Greenwood introduced the following Resolution entitled "RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $7,820,000 GENERAL OBLIGATION BONDS, SERIES 2005A, AND LEVYING A TAX TO PAY SAID BONDS" and moved that it be adopted. Council Member S c hm i t t seconded the motion to adopt, and the roll being called thereon, the vote was as follows: -2- • AYES: Kincaid, Greenwood, Clark, Schmitt , Gunderson, Welper NAYS: ABSENT : Cole Whereupon, the Mayor declared said Resolution duly adopted as follows: Resolution No . 2005- 516 RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $7,820,000 GENERAL OBLIGATION BONDS, SERIES 2005A, AND LEVYING A TAX TO PAY SAID BONDS WHEREAS, the City of Waterloo, Iowa is duly incorporated, organized and exists under and by virtue of the laws and Constitution of the State of Iowa; and WHEREAS, the City of Waterloo, Iowa is in need of funds to pay costs of the acquisition, construction and improvement of real and personal property useful for the protection of property from floods or high waters, including flood control improvements; the construction, reconstruction and repairing of street, sidewalk and intersection improvements; the acquisition, construction and installation of storm sewer and sanitary sewer improvements; the acquisition of vehicles and capital equipment for the Airport and Police, Fire Rescue and Street Departments; the acquisition, rehabilitation and demolition of abandoned, dilapidated or dangerous buildings; the rehabilitation and improvement of City parks and the acquisition, repair and replacement of facilities, equipment and improvements commonly found in City parks, including bikeway development and tennis court improvements; and the acquisition, improvement and installation of traffic control devices, fixtures and equipment, including early warning sirens and parking meters, essential corporate purpose projects, and it is deemed necessary and advisable that the City issue general obligation bonds for said purpose to the amount of not to exceed $3,500,000 as authorized by Section 384.25 of the City Code of Iowa; and WHEREAS, pursuant to notice published as required by Section 384.25 this Council has held a public meeting and hearing on May 23, 2005 upon the proposal to institute proceedings for the issuance of the above described bonds, and all objections, if any, to such Council action made by any resident or property owner of said City were received and considered by the Council; and it is the decision of the Council that additional action be taken for the issuance of said bonds, and that such action is -3- considered to be in the best interests of said City and the residents thereof; WHEREAS, the City of Waterloo, Iowa also is in need of funds to pay costs of aiding in the planning, undertaking and carrying out of urban renewal project activities under Chapter 403 of the Code of Iowa, as amended, and the Urban Renewal Plans for the San Marnan Urban Renewal Area and the Logan Tax Increment Redevelopment Area, including incentive payments relating to the acquisition and private redevelopment of properties and the construction of streets and other public improvements within such areas, essential corporate purpose projects, and it is deemed necessary and advisable that the City issue general obligation bonds for said purpose to the amount of not to exceed $900,000 as authorized by Sections 384.24(3)(q) and 384.25 of the City Code of Iowa; and WHEREAS, pursuant to notice published as required by Sections 384.24(3)(q) and 384.25 this Council has held a public meeting and hearing on May 23, 2005 upon the proposal to institute proceedings for the issuance of the above described bonds, and all objections, if any, to such Council action made by any resident or property owner of said City were received and considered by the Council and no petition was filed calling for a referendum thereon; and it is the decision of the Council that additional action be taken for the issuance of said bonds, and that such action is considered to be in the best interests of said City and the residents thereof; WHEREAS, the City of Waterloo, Iowa also is in need of funds to pay costs of the reconstruction, remodeling, improvement and repairing of City buildings and facilities, including the Five Sullivan Brothers Center, Young Arena, Youth Pavilion, Center for the Arts, the roofs of various City buildings and facilities, the Police Department, Fire Station, Street Department and Public Library, general corporate purpose projects, and it is deemed necessary and advisable that the City issue general obligation bonds for said purpose to the amount of not to exceed $700,000, as authorized by Section 384.26 of the City Code of Iowa; and WHEREAS, pursuant to notice published as required by Section 384.26 of the City Code of Iowa, this Council has held a public meeting and hearing on May 23, 2005 upon the proposal to institute proceedings for the issuance of the above described bonds; and no petition was filed in the manner provided by Section 362.4 of the City Code of Iowa, pursuant to the provisions of Section 384.26 of said Code; and it is the decision of the Council that additional action be taken for the issuance of said bonds and that such action is considered to be in the best interests of said City and the residents thereof; WHEREAS, the City of Waterloo, Iowa also is in need of funds to pay costs of the -4- reconstruction, remodeling, repair and improvement of Downtown parking garages and the Central Garage facilities; the acquisition of hardware and software and related computer replacement program expenditures; the acquisition of capital equipment and vehicles for various City departments and operations; the reconstruction and improvement of City golf courses; and the reconstruction, renovation and improvement of the Riverfront Stadium, swimming pools and sports facilities, general corporate purpose projects, and it is deemed necessary and advisable that the City issue general obligation bonds for said purpose to the amount of not to exceed $695,000, as authorized by Section 384.26 of the City Code of Iowa; and WHEREAS, pursuant to notice published as required by Section 384.26 of the City Code of Iowa, this Council has held a public meeting and hearing on May 23, 2005 upon the proposal to institute proceedings for the issuance of the above described bonds; and no petition was filed in the manner provided by Section 362.4 of the City Code of Iowa, pursuant to the provisions of Section 384.26 of said Code; and it is the decision of the Council that additional action be taken for the issuance of said bonds and that such action is considered to be in the best interests of said City and the residents thereof; WHEREAS, the City of Waterloo, Iowa also is in need of funds to pay costs of refunding and refinancing of outstanding City indebtedness, consisting of the General Obligation Bonds, Series 1997, dated June 1, 1997, an essential corporate purpose project, and it is deemed necessary and advisable that the City issue general obligation bonds for said purpose to the amount of not to exceed $2,900,000 as authorized by Section 384.25 of the City Code of Iowa; and WHEREAS, pursuant to notice published as required by Section 384.25 this Council has held a public meeting and hearing on May 23, 2005 upon the proposal to institute proceedings for the issuance of the above described bonds, and all objections, if any, to such Council action made by any resident or property owner of said City were received and considered by the Council; and it is the decision of the Council that additional action be taken for the issuance of said bonds, and that such action is considered to be in the best interests of said City and the residents thereof; WHEREAS, pursuant to Section 384.28 of the City Code of Iowa, it is hereby found and determined that certain of the general obligation bonds authorized as hereinabove described shall be combined for the purpose of issuance in a single issue of corporate purpose bonds (the "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 -5- 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 THE COUNCIL OF THE CITY OF WATERLOO, 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: ❑ "Ambac Assurance" shall mean Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance company. ❑ "Authorized Denominations" shall mean $5,000 or any integral multiple thereof. ❑ "Beneficial Owner" shall mean the person in whose name such Bond is recorded as the beneficial owner of a Bond by a Participant on the records of such Participant or such person's subrogee. ❑ "Bondholders" or "Holder" shall mean the person or persons in whose name or names a Bond shall be registered by the Registrar. ❑ "Bonds" shall mean $7,820,000 General Obligation Bonds, Series 2005A, authorized to be issued by this Resolution. ❑ "Business Day" shall mean any day which is not a Saturday or Sunday and is not a legal holiday on which federally chartered savings banks, banks or trust companies located in Waterloo, Iowa are authorized or required by law to close. ❑ "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 executed by 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 -6- maintained by the Registrar in the name of DTC or its nominee. ❑ "DTC" shall mean The Depository Trust Company, New York, New York, a limited purpose trust company, or any successor book-entry securities depository appointed for the Bonds. -7- ❑ "Financial Guaranty Insurance Policy" shall mean the financial guaranty insurance policy issued by Ambac Assurance insuring the payment when due of the principal of and interest on the Bonds as provided therein. ❑ "Issuer" and "City" shall mean the City of Waterloo, Iowa. ❑ "Participants" shall mean those broker-dealers, banks and other financial institutions for which DTC holds Bonds as securities depository. ❑ "Paying Agent" shall mean Wells Fargo Bank, National Association, 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. ❑ "Policy" shall mean the Financial Guaranty Insurance Policy issued by the Insurer with respect to the Bonds. ❑ "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 Certificate. ❑ "Registrar" shall mean Wells Fargo Bank, National Association 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. ❑ "Representation Letter" shall mean the Blanket Issuer Letter of Representations executed and delivered by the Issuer to DTC. ❑ "Resolution" shall mean this resolution authorizing the Bonds. ❑ "Tax Exemption Certificate" shall mean the Tax Exemption Certificate executed by the Treasurer and delivered at the time of issuance and delivery of the Bonds. -8- II "Treasurer" shall mean the City Treasurer 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 and Certification of Annual 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 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: $1,772,482 2006/2007 $885,166 2007/2008 $875,366 2008/2009 $885,266 2009/2010 $887,516 2010/2011 $888,047 2011/2012 $447,735 2012/2013 $446,010 2013/2014 $448,935 2014/2015 $446,335 2015/2016 $448,015 2016/2017 $448,770 2017/2018 $453,570 2018/2019 $452,400 2019/2020 (NOTE: For example the levy to be made and certified against the taxable valuations of January 1, 2005, will be collected during the fiscal year commencing July 1, 2006). (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, 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 -9- 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 tax 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 "GENERAL OBLIGATION BOND FUND 2005A NO. ONE" (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 railway, express, telephone and telegraph companies and other taxes assessed by the Iowa State Department of Revenue. Section 4. Application of Bond Proceeds. Proceeds of the Bonds other than accrued 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. Accrued interest, if any, shall be deposited in the Bond Fund. Section 5. Investments 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, 2003 (formerly Chapter 452, Code of Iowa, 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 the State Sinking Fund provided under Chapter 12C of the Code of Iowa, 2003, as amended or otherwise by a valid pledge of direct obligations of the United States -10- 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 $7,820,000, shall be issued pursuant to the provisions of Sections 384.25 and 384.26(5) of the City Code of Iowa for the aforesaid purposes. The Bonds shall be designated "GENERAL OBLIGATION BOND, SERIES 2005A", be dated June 1, 2005, and bear interest from the date thereof, until payment thereof, at the office of the Paying Agent, said interest payable on December 1, 2005, and semiannually thereafter on the 1st 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: Interest Principal Maturity Rate Amount June 1st 3.000% $625,000 2006 3.000 640,000 2007 3.000 660,000 2008 3.000 670,000 2009 3.250 700,000 2010 3.375 725,000 2011 3.375 750,000 2012 3.500 335,000 2013 3.500 345,000 2014 3.500 360,000 2015 3.600 370,000 2016 3.700 385,000 2017 3.800 400,000 2018 3.850 420,000 2019 4.000 435,000 2020 -11- • (b) Redemption. Bonds maturing after June 1, 2012 may be called for 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' notice of redemption shall be given by first class mail to the registered owner of the Bond. Failure to give such notice by mail 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. If selection by lot within a maturity is required, the Registrar shall designate the bonds to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of bonds to be called has been reached. 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 the 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); and such Depository Bonds shall be registered in the name of Cede & Co., as nominee of DTC. Payment of semi-annual interest for any Depository Bond shall 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 in or pursuant to the Representation Letter. (b) With respect to Depository Bonds, neither the Issuer nor the Paying Agent shall have any responsibility or obligation to any Participant or to any Beneficial Owner. Without limiting the immediately preceding sentence, neither the Issuer nor the Paying Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC or its nominee or of any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTC or its nominee, of any notice with respect to the Bonds, (iii) the payment to any Participant, any Beneficial Owner or any other person, other than -12- DTC or its nominee, of any amount with respect to the principal of, premium, if any, or interest on the Bonds, or(iv) the failure of DTC to provide any information or notification on behalf of any Participant or Beneficial Owner. The Issuer and the Paying Agent may treat DTC or its nominee as, and deem DTC or its nominee to be, the absolute owner of each Bond for the purpose of payment of the principal of, premium, if any, and interest on such Bond, for the purpose of all other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes whatsoever (except for the giving of certain Bondholder consents, in accordance with the practices and procedures of DTC as may be applicable thereto). The Paying Agent shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the Bondholders as shown on the Registration Books, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of,premium, if any, and interest on the Bonds to the extent so paid. Notwithstanding the provisions of this Resolution to the contrary (including without limitation those provisions relating to the surrender of Bonds, registration thereof, and issuance in Authorized Denominations), as long as the Bonds are Depository Bonds, full effect shall be given to the Representation Letter and the procedures and practices of DTC thereunder, and the Paying Agent shall comply therewith. (c) Upon (i) a determination by the Issuer that DTC is no longer able to carry out its functions or is otherwise determined unsatisfactory, or (ii) a determination by DTC that the Bonds are no longer eligible for its depository services or (iii) a determination by the Paying Agent that DTC has resigned or discontinued its services for the Bonds, the Issuer shall (A) designate a satisfactory substitute depository as set forth below or, if a satisfactory substitute is not found, (B)provide for the exchange of Depository Bonds for replacement Bonds in Authorized Denominations. (d) If the Issuer determines to provide for the exchange of Depository Bonds for Bonds in Authorized Denominations, the Issuer shall so notify the Paying Agent and shall provide the Registrar with a supply of executed unauthenticated Bonds to be so exchanged. The Registrar shall thereupon notify the owners of the Bonds and provide for such exchange, and to the extent that the Beneficial Owners are designated as the transferee by the owners, the Bonds will be delivered in appropriate form, content and Authorized Denominations to the Beneficial Owners, as their interests appear. (e) 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 -13- amended. The substitute depository shall provide for (i) immobilization of the Depository Bonds, (ii) registration and transfer of interests in 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. 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. Wells Fargo Bank, National Association 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 the provisions 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. -14- (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. (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 Fees. 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 -15- 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 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. 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 City 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. -16- 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. -17- Section 13. Form of Bond. Bonds shall be printed in substantial compliance with standards proposed by the American Standards Institute substantially in the form as follows: (7) (8) (1) I (2) I I (3) I I (4) I I (5) I (9) (9a) I (10) (Continued on the back of this Bond) 1 (11)(12)(13) J I (14) 1 1 (15) 1 FIGURE 1 (Front) -18- i'tArvtA_L; c (Back) -19- The text of the Bonds to be located thereon at the item numbers shown shall be as follows: Item 1, figure 1 = "STATE OF IOWA" "COUNTY OF BLACK HAWK" "CITY OF WATERLOO" "GENERAL OBLIGATION BOND" "SERIES 2005A" Item 2, figure 1 = Rate: Item 3, figure 1 = Maturity: Item 4, figure 1 = Bond Date: June 1, 2005 Item 5, figure 1 = Cusip No.: Item 6, figure 1 = "Registered" Item 7, figure 1 = Certificate No. Item 8, figure 1 = Principal Amount: $ Item 9, figure 1 = The City of Waterloo, 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 received, promises to pay from the source and as hereinafter provided, on the maturity date indicated above, to Item 9A, figure 1 = (Registration panel to be completed by Registrar or Printer with name of Registered Owner). Item 10, figure 1 = or registered assigns, the principal sum of(principal amount written out) 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 Wells Fargo Bank, National Association, Paying Agent of this issue, or its successor, with interest on said sum from the date hereof until paid at the rate per annum specified above, payable on December 1, 2005, and semiannually thereafter on the 1st 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 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 and 384.26(5) of the City Code of Iowa, for the purpose of paying costs of the acquisition, construction -20- and improvement of real and personal property useful for the protection of property from floods or high waters, including flood control improvements; the construction, reconstruction and repairing of street, sidewalk and intersection improvements; the acquisition, construction and installation of storm sewer and sanitary sewer improvements; the acquisition of vehicles and capital equipment for the Airport and Police, Fire Rescue and Street Departments; the acquisition, rehabilitation and demolition of abandoned, dilapidated or dangerous buildings; the rehabilitation and improvement of City parks and the acquisition, repair and replacement of facilities, equipment and improvements commonly found in City parks, including bikeway development and tennis court improvements; and the acquisition, improvement and installation of traffic control devices, fixtures and equipment, including early warning sirens and parking meters; aiding in the planning, undertaking and carrying out of urban renewal project activities under Chapter 403 of the Code of Iowa, as amended, and the Urban Renewal Plans for the San Marnan Urban Renewal Area and the Logan Tax Increment Redevelopment Area, including incentive payments relating to the acquisition and private redevelopment of properties and the construction of streets and other public improvements within such areas; the reconstruction, remodeling, improvement and repairing of City buildings and facilities, including the Five Sullivan Brothers Center, Young Arena, Youth Pavilion, Center for the Arts, the roofs of various City buildings and facilities, the Police Department, Fire Station, Street Department and Public Library; the reconstruction, remodeling, repair and improvement of Downtown parking garages and the Central Garage facilities; the acquisition of hardware and software and related computer replacement program expenditures; the acquisition of capital equipment and vehicles for various City departments and operations; the reconstruction and improvement of City golf courses; and the reconstruction, renovation and improvement of the Riverfront Stadium, swimming pools and sports facilities; and refunding and refinancing of outstanding City indebtedness, consisting of the General Obligation Bonds, Series 1997, dated June 1, 1997, in conformity to a Resolution of the Council of said City duly passed and approved. Financial Guaranty Insurance Policy No. 24122BE (the "Policy") with respect to payments due for principal of and interest on this Bond has been issued by Ambac Assurance Corporation ("Ambac Assurance"). The Policy has been delivered to The Bank of New York, New York, New York, as the Insurance Trustee under said Policy and will be held by such Insurance Trustee or any successor insurance trustee. The Policy is on file and available for inspection at the principal office of the Insurance Trustee and a copy thereof may be secured from Ambac Assurance or the Insurance Trustee. All payments required to be made under the Policy shall be made in accordance with the provisions thereof. The owner of this Bond acknowledges and consents to the subrogation rights of Ambac Assurance as more fully set forth in the Policy. -21- 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 entity 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, 2012 may be called for 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' notice of redemption shall be given by first class mail to the registered owner of the Bond. Failure to give such notice by mail 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. If selection by lot within a maturity is required, the Registrar shall designate the Bonds to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of Bonds to be called has been reached. Ownership of this Bond may be transferred only by transfer upon the books kept for such purpose by Wells Fargo Bank, National Association, 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, -22- 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 signature of its Mayor and attested by the manual signature of its City Clerk, with the seal of said City impressed hereon, and to be authenticated by the manual signature of an authorized representative of the Registrar, Wells Fargo Bank, National Association, Des Moines, Iowa. Item 11, figure 1 = Date of authentication: Item 12, figure 1 = This is one of the Bonds described in the within mentioned Resolution, as registered by Wells Fargo Bank,National Association. WELLS FARGO BANK, NATIONAL ASSOCIATION, Registrar By: Authorized Signature Item 13, figure 1 = Registrar and Transfer Agent: Wells Fargo Bank, National Association Paying Agent: Wells Fargo Bank, National Association SEE REVERSE FOR CERTAIN DEFINITIONS Item 14, figure 1 = (Seal) Item 15, figure 1 = [Signature Block] CITY OF WATERLOO, IOWA By: (manual signature) Mayor Tim Hurley -23- ATTEST: By: (manual signature) City Clerk Nancy Eckert , CMC Item 16, figure 2 = [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 June 13, 2005 (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. INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER Name of Transferee(s) Address of Transferee(s) -24- 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 right 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. Contract Between Issuer and Purchaser. This Resolution constitutes a contract between said City and the purchaser of the Bonds. Section 15. 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. 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 -25- expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be arbitrage bonds. Without limiting the generality of the foregoing, 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 Treasurer is hereby directed to make and insert all calculations and determinations necessary to complete the Tax Exemption Certificate in all respects and to execute and deliver 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 16. 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 17. 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. 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 -26- through nominees, depositories or other intermediaries), or(b) is treated as the owner of any Bonds for federal income tax purposes. Section 19. Payment Procedure Pursuant to Financial Guaranty Insurance Policy. As long as the Financial Guaranty Insurance Policy shall be in full force and effect, the Issuer and any Paying Agent agree to comply with the following provisions: (a) At least one (1) day prior to all Interest Payment Dates the Paying Agent will determine whether there will be sufficient funds in the Funds and Accounts to pay the principal of or interest on the Bonds on such Interest Payment Date. If the Paying Agent determines that there will be insufficient funds in such Funds or Accounts, the Paying Agent shall so notify Ambac Assurance. Such notice shall specify the amount of the anticipated deficiency, the Bonds to which such deficiency is applicable and whether such Bonds will be deficient as to principal or interest, or both. If the Paying Agent has not so notified Ambac Assurance at least one (1) day prior to an Interest Payment Date, Ambac Assurance will make payments of principal or interest due on the Bonds on or before the first (1st) business day next following the date on which Ambac Assurance shall have received notice of nonpayment from the Paying Agent. (b) the Paying Agent shall, after giving notice to Ambac Assurance as provided in (a) above, make available to Ambac Assurance and, at Ambac Assurance's direction, to The Bank of New York, as insurance trustee for Ambac Assurance or any successor insurance trustee (the "Insurance Trustee"), the registration books of the Issuer maintained by the Paying Agent and all records relating to the Funds and Accounts maintained under this Resolution. (c) the Paying Agent shall provide Ambac Assurance and the Insurance Trustee with a list of registered owners of Bonds entitled to receive principal or interest payments from Ambac Assurance under the terms of the Financial Guaranty Insurance Policy, and shall make arrangements with the Insurance Trustee (i) to mail checks or drafts to the registered owners of Bonds entitled to receive full or partial interest payments from Ambac Assurance and (ii) to pay principal upon Bonds surrendered to the Insurance Trustee by the registered owners of Bonds entitled to receive full or partial principal payments from Ambac Assurance. (d) the Paying Agent shall, at the time it provides notice to Ambac Assurance pursuant to (a) above, notify registered owners of Bonds entitled to receive the payment of principal or interest thereon from Ambac Assurance (i) as -27- to the fact of such entitlement, (ii) that Ambac Assurance will remit to them all or a part of the interest payments next coming due upon proof of Bondholder entitlement to interest payments and delivery to the Insurance Trustee, in form satisfactory to the Insurance Trustee, of an appropriate assignment of the registered owner's right to payment, (iii) that should they be entitled to receive full payment of principal from Ambac Assurance, they must surrender their Bonds (along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee to permit ownership of such Bonds to be registered in the name of Ambac Assurance) for payment to the Insurance Trustee, and not the Paying Agent, and (iv) that should they be entitled to receive partial payment of principal from Ambac Assurance, they must surrender their Bonds for payment thereon first to the Paying Agent who shall note on such Bonds the portion of the principal paid by the Paying Agent and then, along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee which will then pay the unpaid portion of principal. (e) in the event that the Paying Agent has notice that any payment of principal of or interest on a Bond which has become due for payment and which is made to a Bondholder by or on behalf of the Issuer has been deemed a preferential transfer and theretofore recovered from its registered owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Paying Agent shall, at the time Ambac Assurance is notified pursuant to (a) above, notify all registered owners that in the event that any registered owner's payment is so recovered, such registered owner will be entitled to payment from Ambac Assurance to the extent of such recovery if sufficient funds are not otherwise available, and the Paying Agent shall furnish to Ambac Assurance its records evidencing the payments of principal of and interest on the Bonds which have been made by the Paying Agent and subsequently recovered from registered owners and the dates on which such payments were made. (f) in addition to those rights granted Ambac Assurance under this Resolution, Ambac Assurance shall, to the extent it makes payment of principal of or interest on Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Financial Guaranty Insurance Policy, and to evidence such subrogation (i) in the case of subrogation as to claims for past due interest, the Paying Agent, shall note Ambac Assurance's rights as subrogee on the registration books of the Issuer maintained by the Paying Agent upon receipt from Ambac Assurance of proof of the payment of interest thereon to the registered owners of the Bonds, and (ii) in the case of subrogation as to claims -28- for past due principal, the Paying Agent shall note Ambac Assurance's rights as subrogee on the registration books of the Issuer maintained by the Paying Agent, upon surrender of the Bonds by the registered owners thereof together with proof of the payment of principal thereof. Section 20. Defeasance. Notwithstanding anything herein to the contrary, in the event that the principal and/or interest due on the Bonds shall be paid by Ambac Assurance pursuant to the Financial Guaranty Insurance Policy, the Bonds shall remain outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the Issuer and all covenants, agreements and other obligations of the Issuer to the registered owners shall continue to exist and shall run to the benefit of Ambac Assurance, and Ambac Assurance shall be subrogated to the rights of such registered owners. Section 21. Consents. (a) Consent of Ambac Assurance. Any provision of this Resolution expressly recognizing or granting rights in or to Ambac Assurance may not be amended in any manner which affects the rights of Ambac Assurance hereunder without the prior written consent of Ambac Assurance. (b) Consent of Ambac Assurance in lieu of Bondholder Consent. Unless otherwise provided in this Section, Ambac Assurance's consent shall be required in lieu of Bondholder consent, when required, for the following purposes: (i) execution and delivery of any supplemental Resolution; (ii) removal of the Paying Agent and selection and appointment of any successor paying agent; and (iii) initiation or approval of any action not described in (i) or (ii) above which requires Bondholder consent. (c) Consent of Ambac Assurance in the Event of Insolvency. Any reorganization or liquidation plan with respect to the Issuer must be acceptable to Ambac Assurance. In the event of any reorganization or liquidation, Ambac Assurance shall have the right to vote on behalf of all bondholders who hold Ambac Assurance-insured bonds absent a default by Ambac Assurance under the applicable Financial Guaranty Insurance Policy insuring such Bonds. (d) Consent of Ambac Assurance Upon Default. Anything in this Resolution to the contrary notwithstanding, upon the occurrence and continuance of an event of default as defined herein, Ambac Assurance shall be entitled to control and direct the enforcement of all rights and remedies granted to the Bondholders for the benefit of the Bondholders under this Resolution as permitted by state law. -29- Section 22. Notices to be given to Ambac Assurance. (a) While the Financial Guaranty Insurance Policy is in effect, the Issuer shall furnish to the Surveillance Department of Ambac Assurance, upon request, the following: (i) a copy of any financial statement of the Issuer and a copy of any audit and annual report of the Issuer; (ii) such additional information it may reasonably request. (b) A copy of any notice to be given to the registered owners of the Bonds, including, without limitation, notice of any redemption of or defeasance of Bonds, and any certificate rendered pursuant to this Resolution relating to the security for the Bonds at no cost to Ambac Assurance; and (c) To the extent that the Issuer has entered into a continuing disclosure agreement with respect to the Bonds, Ambac Assurance shall be included as party to be notified. Section 23. Notices to be Sent to the Attention of the General Counsel Office. (a) The Issuer shall notify Ambac Assurance of any failure of the Issuer to provide relevant notices, certificates, etc. (b) Notwithstanding any other provision of this Resolution the Issuer shall immediately notify Ambac Assurance if at any time there are insufficient moneys to make any payments of principal and/or interest as required and immediately upon the occurrence of any event of default hereunder. (c) The Issuer will permit Ambac Assurance to discuss the affairs, finances and accounts of the Issuer or any information Ambac Assurance may reasonably request regarding the security for the Bonds with appropriate officers of the Issuer. The Issuer will permit Ambac Assurance to have access to and to make copies of all books and records relating to the Bonds at any reasonable time. -30- Section 24. Ambac Assurance as Third Party Beneficiary. To the extent that this Resolution confers upon or gives or grants to Ambac Assurance any right, remedy or claim under or by reason of this Resolution, Ambac Assurance is hereby explicitly recognized as being a third-party beneficiary hereunder and may enforce any such right, remedy or claim conferred, given or granted hereunder. Section 25. 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. Section 26. Repeal of Conflicting Resolutions or Ordinances. That all ordinances and resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed. PASSED AND APPROVED this 13thday of June 2005. Mayor Tim Hurley ATTEST: Ci ty erk N cy Eckert , CMC -31- CIG-3 9/91 CERTIFICATE STATE OF IOWA ) ) SS COUNTY OF BLACK HAWK ) I, the undersigned City Clerk of Waterloo, Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of said Municipality showing proceedings of the Council, and the same is a true and complete copy of the action taken by said Council with respect to said 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 meeting 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 said 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 said 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 Council vacancy existed except as may be stated in said 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 said Municipality hereto affixed this 16th day of June , 2005. rarrj ty erk W. erloo Iowa Nancy Ecke t , CMC SEAL DCORNELL\455280.1\WP\11310072 -32-