HomeMy WebLinkAbout2004-510-08.02.2004 (This Notice to be posted)
NOTICE AND CALL OF PUBLIC MEETING
Governmental Body: The City Council of Waterloo, Iowa.
Date of Meeting: August 2 , 2004.
Time of Meeting: 5 : 3 0 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:
$11,640,000 Sewer Revenue Refunding Bonds, Series 2004A.
• Approval of Tax Exemption Certificate.
• Approval of Continuing Disclosure Certificate.
• Resolution authorizing the issuance.
Such additional matters as are set forth on the additional 42 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.
SRQ-4)--
City Clerk, W loo, Iowa
Nancy Ec ert
August 2 , 2004
The City Council of Waterloo, Iowa, met in regular session, in the Council
Chambers, City Hall, Waterloo, Iowa, at 5 ; 3 0 o'clock p .M., on the above date.
There were present Mayor Tim Hurley , in the chair, and the
following named Council Members:
Kincaid, Cole , Greenwood , Clark,
Schmitt , Gunderson. Welper
Absent: none
* * * * * * *
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Council Member Gunderson moved that the form of Tax
Exemption Certificate be placed on file and approved. Council Member
Greenwood seconded the motion. The roll was called and the vote was,
AYES: Kincaid . Cole . Greenwood. Clark.
Schmitt , Gunderson , Welper
NAYS: none
Council Member Gunderson 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, Cole , Greenwood , Clark,
Schmitt , Gunderson, Welper
NAYS: none
Council Member Gunderson introduced the following
Resolution entitled "A RESOLUTION AUTHORIZING AND PROVIDING FOR THE
ISSUANCE AND SECURING THE PAYMENT OF $11,640,000 SEWER REVENUE
REFUNDING BONDS, SERIES 2004A, OF THE CITY OF WATERLOO, IOWA,
UNDER THE PROVISIONS OF THE CITY CODE OF IOWA, AND PROVIDING
FOR A METHOD OF PAYMENT OF SAID BONDS", and moved its adoption. Council
Member Greenwood seconded the motion to adopt. The roll was called
and the vote was:
AYES: Kincaid , Cole , Greenwood , Clark,
Schmitt , Gunderson. Welper
NAYS: none
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It
ereupon the Mayor declared the following Resolution duly adopted:
RESOLUTION NO . 2004-510
A I'ESOLUTION AUTHORIZING AND PROVIDING FOR THE
IS',UANCE AND SECURING THE PAYMENT OF $11,640,000 SEWER
R:VENUE REFUNDING BONDS, SERIES 2004A, OF THE CITY OF
W: TERLOO, IOWA, UNDER THE PROVISIONS OF THE CITY CODE
O' IOWA, AND PROVIDING FOR A METHOD OF PAYMENT OF
S A ID BONDS
W EREAS, the City Council of the City of Waterloo, Iowa, sometimes
hereinafter referred to as the "Issuer", has heretofore established charges, rates and rentals
for servic-s which are and will continue to be collected as system revenues of the
Municipal Sanitary Sewer System, sometimes hereinafter referred to as the "System", and
said reve ues have not been pledged and are available for the payment of Revenue
Bonds, s bject to the following premises; and
W EREAS, said Issuer is in need of funds to pay costs of adjusting and refunding
certain o its existing Sewer Revenue Bonds, as more fully set forth herein; and
W EREAS, it is found and determined that the aforesaid refunding of present
indebted ess is necessary and in the interest of the Issuer and will benefit the owners and
occupant. of properties served by the Municipal Sanitary Sewer System by the
adjustme t of its present and anticipated obligations payable from sewer revenues and by
obtaining and thereby to effect the defeasance of the Sewer Revenue Bonds presently
outstandi g and to be refunded; and
W EREAS, the notice of intention of Issuer to take action for the issuance of not
to excee• $23,800,000 in aggregate principal amount of Sewer Revenue Refunding
Bonds h.. heretofore been duly published and no objections to such proposed action have
been file 1
N�I W, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY O' WATERLOO, IN THE COUNTY OF BLACK HAWK, STATE OF IOWA:
S:ction 1. Definitions. The following terms shall have the following meanings in
this Resolution unless the text expressly or by necessary implication requires otherwise:
• "Additional Bonds" shall mean any sewer revenue bonds or notes
is'ued on a parity with the Bonds in accordance with the provisions of this
R;solution.
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• "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.
♦ "Bonds" shall mean $11,640,000 Sewer Revenue Refunding Bonds,
Series 2004A, 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.
♦ "Clerk" shall mean the City Clerk or such other officer of the
successor Governing Body as shall be charged with substantially the same duties
and responsibilities.
• "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
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.
• "Fiscal Year" shall mean the twelve-month period beginning on
July 1 of each year and ending on the last day of June of the following year, or any
other consecutive twelve-month period adopted by the Governing Body or by law
as the official accounting period of the System. Requirements of a Fiscal Year as
expressed in this Resolution shall exclude any payment of principal or interest
falling due on the first day of the Fiscal Year and include any payment of principal
or interest falling due on the first day of the succeeding Fiscal Year.
♦ "Governing Body" shall mean the City Council of the City, or its
successor in function with respect to the operation and control of the System.
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• "Independent Auditor" shall mean an independent firm of Certified
Public Accountants or the Auditor of State.
• "Insurance Policy" shall mean the insurance policy issued by the
Insurer guaranteeing the scheduled payment of principal of and interest on the
Bonds when due. "Insurer" shall mean Financial Security Assurance Inc., a New
York stock insurance company, or any successor thereto or assignee thereof.
• "Issuer" and "City" shall mean the City of Waterloo, Iowa.
• "Net Revenues" shall mean gross earnings of the System after
deduction of current expenses; "Current Expenses" shall mean and include the
reasonable and necessary cost of operating, maintaining, repairing and insuring the
System, including purchases at wholesale, if any, salaries, wages, and costs of
materials and supplies but excluding depreciation and principal of and interest on
the Bonds and any Parity Bonds or payments to the various funds established
herein; capital costs, depreciation and interest or principal payments are not
System expenses.
• "Original Purchaser" shall mean the purchaser of the Bonds from
Issuer at the time of their original issuance.
• "Parity Bonds" shall mean sewer revenue bonds or notes payable
solely from the Net Revenues of the System on an equal basis with the Bonds
herein authorized to be issued, and shall include the $9,595,000 Sewer Revenue
Refunding Bonds, Taxable Series 2004B, and Additional Bonds as authorized to
be issued under the terms of this Resolution.
♦ "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.
• "Permitted Investments" shall mean:
• direct obligations of(including obligations issued or held in
book entry form on the books of) the Department of the Treasury of the
United States of America;
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• obligations of any of the following federal agencies which
obligations represent full faith and credit of the United States of America,
including:
Export - Import Bank
Farm Credit System Financial Assistance Corporation
- USDA - Rural Development
- General Services Administration
U.S. Maritime Administration
- Small Business Administration
- Government National Mortgage Association (GNMA)
U.S. Department of Housing & Urban Development
(PHA's)
- Federal Housing Administration
• repurchase agreements whose underlying collateral consists of
the investments set out above if the Issuer takes delivery of the collateral
either directly or through an authorized custodian. Repurchase agreements
do not include reverse repurchase agreements;
• senior debt obligations rated "AAA" by Standard & Poor's
Corporation (S&P) or "Aaa" by Moody's Investors Service Inc. (Moody's)
issued by the Federal National Mortgage Association or the Federal Home
Loan Mortgage Corporation;
• U.S. dollar denominated deposit accounts, federal funds and
banker's acceptances with domestic commercial banks which have a rating
on their short-term certificates of deposit on the date of purchase of"A-1"
or "A-1+" by S&P or "P-1" by Moody's and maturing no more than 360
days after the date of purchase (ratings on holding companies are not
considered as the rating of the bank);
• commercial paper which is rated at the time of purchase in the
single highest classification, "A-1+" by S&P or "P-1" by Moody's and
which matures not more than 270 days after the date of purchase;
• investments in a money market fund rated "AAAm" or
"AAAm-G" or better by S&P;
• pre-refunded municipal obligations, defined as any bonds or
other obligations of any state of the United States of America or of any
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•
agency, instrumentality or local governmental unit of any such state which
are not callable at the option of the obligor prior to maturity or as to which
irrevocable instructions have been given by the obligor to call on the date
specified in the notice; and (a) which are rated, based on an irrevocable
escrow account or fund (the "escrow"), in the highest rating category of
S&P or Moody's or any successors thereto; or (b)(i) which are fully secured
as to principal and interest and redemption premium, if any, by an escrow
consisting only of cash or direct obligations of the Department of the
Treasury of the United States of America, which escrow may be applied
only to the payment of such principal of and interest and redemption
premium, if any, on such bonds or other obligations on the maturity date or
dates thereof or the specified redemption date or dates pursuant to such
irrevocable instructions, as appropriate; and (ii) which escrow is sufficient,
as verified by a nationally recognized independent certified public
accountant, to pay principal of and interest and redemption premium, if any,
on the bonds or other obligations described in this paragraph on the
maturity date or dates specified in the irrevocable instructions referred to
above, as appropriate;
• tax exempt bonds as defined and permitted by section 148 of
the Internal Revenue Code and applicable regulations and only if rated
within the two highest classifications as established by at least one of the
standard rating services approved by the superintendent of banking by rule
adopted pursuant to chapter 17A Code of Iowa;
• an investment contract rated within the two highest
classifications as established by at least one of the standard rating services
approved by the superintendent of banking by rule adopted pursuant to
chapter 17A Code of Iowa; and
• Iowa Public Agency Investment Trust.
• "Refunded Bonds" shall mean (i) $1,995,000 in principal amount of
Sewer Revenue Refunding Bonds, Series 1994C, dated October 1, 1994, (ii)
$3,340,000 in principal amount of Sewer Revenue Refunding Bonds, Series
1996B, dated June 1, 1996, (iii) $3,230,000 in principal amount of Sewer Revenue
Bonds, Series 1997A, dated June 1, 1997, and (iv) $2,555,000 in principal amount
of Sewer Revenue Bonds, Series 1998B, dated June 1, 1998.
• "Refunding Trust Agreement" shall mean the agreement described in
Section 15 of this Resolution.
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• "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.
• "Reserve Fund Requirement" shall mean an amount equal to the
lesser of(a) the maximum annual amount of the principal and interest coming due
on the Bonds and Parity Bonds; (b) 10% of the stated principal amount of the
Bonds and Parity Bonds or (c) 125% of the average annual principal and interest
coming due on the Bonds and Parity Bonds. For purposes of this definition: (1)
"issue price" shall be substituted for "stated principal amount" for issues with
original issue discount or original issue premium of more than a de minimus
amount and(2) stated principal amount shall not include any portion of an issue
refunded or advance refunded by a subsequent issue.
• "Resolution" shall mean this resolution authorizing the issuance of
the Bonds.
• "System" shall mean the Municipal Sanitary Sewer System of the
Issuer and all properties of every nature hereinafter owned by the Issuer
comprising part of or used as a part of the System, including all improvements and
extensions made by Issuer while any of the Bonds or Parity Bonds remain
outstanding; all real and personal property; and all appurtenances, contracts,
leases, franchises and other intangibles.
• "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.
• "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.
• "Yield Restricted" shall mean required to be invested at a yield that
is not materially higher than the yield on the Bonds under section 148(a) of the
Internal Revenue Code or regulations issued thereunder.
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Section 2. Authority. The Bonds authorized by this Resolution shall be issued
pursuant to Division V, Chapter 384 of the City Code of Iowa, and in compliance with all
applicable provisions of the Constitution and laws of the State of Iowa.
Section 3. Authorization and Purpose. There are hereby authorized to be issued,
negotiable, serial, fully registered Sewer Revenue Refunding Bonds of Waterloo, in the
County of Black Hawk, State of Iowa, Series 2004A, in the aggregate amount of
$11,640,000 for the purpose of paying costs of refunding and refinancing of certain
outstanding sewer revenue bonds of the City, including (i) Sewer Revenue Refunding
Bonds, Series 1994C, dated October 1, 1994, (ii) Sewer Revenue Refunding Bonds,
Series 1996B, dated June 1, 1996, (iii) Sewer Revenue Bonds, Series 1997A, dated June
1, 1997, and (iv) Sewer Revenue Bonds, Series 1998B, dated June 1, 1998.
Section 4. Source of Payment. The Bonds herein authorized and Parity Bonds and
the interest thereon shall be payable solely and only out of the net earnings of the System
and shall be a first lien on the future Net Revenues of the System. The Bonds shall not be
general obligations of the Issuer nor shall they be payable in any manner by taxation and
the Issuer shall be in no manner liable by reason of the failure of the said Net Revenues to
be sufficient for the payment of the Bonds.
Section 5. Bond Details. Sewer Revenue Refunding Bonds, Series 2004A, of the
City in the amount of$11,640,000 shall be issued pursuant to the provisions of Section
384.83 of the City Code of Iowa for the aforesaid purpose. The Bonds shall be
designated "SEWER REVENUE REFUNDING BOND, SERIES 2004A", be dated
August 1, 2004, and bear interest from the date thereof, until payment thereof, at the
office of the Paying Agent, said interest payable on November 1, 2004 and semiannually
thereafter on the 1st day of May and November 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 City 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. Said
Bonds shall mature and bear interest as follows:
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Interest Principal Maturity
Rate Amount May 1st
2.500% $1,995,000 2005
2.500 1,930,000 2006
3.000 2,210,000 2007
3.000 880,000 2008
3.500 610,000 2009
3.500 645,000 2010
3.500 665,000 2011
3.600 685,000 2012
3.750 715,000 2013
3.875 320,000 2014
4.000 325,000 2015
4.100 330,000 2016
4.200 330,000 2017
Section 6. Redemption. Bonds maturing after May 1, 2011 maybe 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 certified 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
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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
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, if
such substitution is authorized by law, the Issuer shall (A) designate a satisfactory
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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) To the extent authorized by law, 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
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 384.83(5) 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
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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.
(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 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
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•
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.
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 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 Original 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.
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No Bonds shall be authenticated and delivered by the Registrar, unless and until
there shall have been provided the following:
• A certified copy of the resolution of Issuer authorizing the issuance of the Bonds.
• A written order of Issuer signed by the City Treasurer directing the authentication
and delivery of the Bonds to or upon the order of the Original Purchaser upon
payment of the purchase price as set forth therein.
• The opinion of Ahlers & Cooney, P.C., Bond Counsel, affirming 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.
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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:
(6) (6)
(7) (8)
(1)
(2) (3) (4) (5)
(9)
(9a)
(10)
(Continued on the back of this Bond)
(11)(12)(13) (14) (15)
FIGURE 1
(Front)
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(10) (16)
(Continued)
FIGURE 2
(Back)
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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"
"SEWER REVENUE REFUNDING BOND"
"SERIES 2004A"
Item 2, figure 1 = Rate:
Item 3, figure 1 = Maturity:
Item 4, figure 1 = Bond Date: August 1, 2004
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 November 1, 2004, and semiannually thereafter on the 1st
day of May and November 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.
STATEMENT OF INSURANCE
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Financial Security Assurance Inc. ("Financial Security"), New York, New York,
has delivered its municipal bond insurance policy with respect to the scheduled payments
due of principal of and interest on the Bonds to Wells Fargo Bank, National Association,
Des Moines, Iowa, or its successor, as paying agent for the Bonds (the "Paying Agent").
Said Policy is on file and available for inspection at the principal office of the Paying
Agent and a copy thereof may be obtained from Financial Security or the Paying Agent.
This Bond is issued pursuant to the provisions of Section 384.83 of the City Code
of Iowa, as amended, for the purpose of paying costs of refunding and refinancing of
certain outstanding sewer revenue bonds of the City, including (i) Sewer Revenue
Refunding Bonds, Series 1994C, dated October 1, 1994, (ii) Sewer Revenue Refunding
Bonds, Series 1996B, dated June 1, 1996, (iii) Sewer Revenue Bonds, Series 1997A,
dated June 1, 1997, and (iv) Sewer Revenue Bonds, Series 1998B, dated June 1, 1998, 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 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 May 1, 2011 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 certified 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.
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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
384.83(5) of the Code of Iowa, subject to the provisions for registration and transfer
contained in the Bond Resolution.
This Bond and the series of which it forms a part, other bonds ranking on a parity
therewith, and any additional bonds or notes which may be hereafter issued and
outstanding from time to time on a parity with said Bonds, as provided in the Bond
Resolution of which notice is hereby given and is hereby made a part hereof, are payable
from and secured by a pledge of the Net Revenues of the Municipal Sanitary Sewer
System (the "System"), as defined and provided in said Resolution. There has heretofore
been established and the City covenants and agrees that it will maintain just and equitable
rates or charges for the use of and service rendered by said System in each year for the
payment of the proper and reasonable expenses of operation and maintenance of said
System and for the establishment of a sufficient sinking fund to meet the principal of and
interest on this series of Bonds, and other bonds ranking on a parity therewith, as the
same become due. This Bond is not payable in any manner by taxation and under no
circumstances shall the City be in any manner liable by reason of the failure of said net
earnings to be sufficient for the payment hereof.
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.
IN TESTIMONY WHEREOF, said City by its City Council has caused this Bond
to be signed by the manual signature of its Mayor and attested by the manual signature of
its Clerk, with the seal of said City impressed hereon, and 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:
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Item 12, figure 1 = This is one of the Bonds described in the within mentioned
Resolution, as registered by the 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
Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9303-121
P. O. Box 1517
Minneapolis, MN 55480
SEE REVERSE FOR CERTAIN DEFINITIONS
Item 14, figure 1 = (Seal)
Item 15, figure 1 = [Signature Block]
CITY OF WATERLOO, IOWA
By: Mayor 's manual signature
Mayor
ATTEST:
By: City Clerk's manual signature
City Clerk
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. )
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•
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.
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.
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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. Equality of Lien. The timely payment of principal of and interest on
the Bonds and Parity Bonds shall be secured equally and ratably by the Net Revenues of
the System without priority by reason of number or time of sale or delivery; and the Net
Revenues of the System are hereby irrevocably pledged to the timely payment of both
principal and interest as the same become due.
Section 15. Application of Bond Proceeds. Proceeds of the Bonds shall be applied
as follows:
• An amount equal to accrued interest shall be deposited in the Sinking Fund for
application to the first payment of interest on the Bonds.
• An amount sufficient to meet the Reserve Fund Requirement of the Bonds shall be
deposited in the Reserve Fund.
• The balance of the proceeds shall be deposited with Wells Fargo Bank, N.A. (the
"Trustee"), which is hereby appointed Trustee and fiscal agent for the City for the
purpose of insuring payment of the Refunded Bonds. Said proceeds shall be
placed in trust with the Trustee, as Trustee under the Refunding Trust Agreement
dated as of August 1, 2004, which Trustee shall (1) hold such proceeds in a special
and irrevocable trust fund, (2) invest such proceeds only in cash or direct
obligations of the United States, and (3) apply such proceeds and earnings thereon
only in accordance with the terms and conditions of said Refunding Trust
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Agreement in such manner that the amounts deposited will be sufficient, without
the need for any further investment or reinvestment, to retire all of the Refunded
Bonds to be refunded on or prior to maturity and to pay interest thereon as it comes
due. All the terms and conditions of the Refunding Trust Agreement are hereby
incorporated by reference in this Resolution as if set forth herein in full. Said
Refunding Trust Agreement is hereby approved and confirmed as binding upon the
City, and the Mayor and Clerk are hereby authorized to execute the same on behalf
of the City.
Section 16. User Rates. There has heretofore been established and published as
required by law,just and equitable rates or charges for the use of the service rendered by
the System. Said rates or charges to be paid by the owner of each and every lot, parcel of
real estate, or building that is connected with and uses the System, by or through any part
of the System or that in any way uses or is served by the System.
Any revenues paid and collected for the use of the System and its services by the
Issuer or any depaitiiient, agency or instrumentality of the Issuer shall be used and
accounted for in the same manner as any other revenues derived from the operations of
the System.
Section 17. Application of Revenues. From and after the delivery of any Bonds,
and as long as any of the Bonds or Parity Bonds shall be outstanding and unpaid either as
to principal or as to interest, or until all of the Bonds and Parity Bonds then outstanding
shall have been discharged and satisfied in the manner provided in this Resolution, the
entire income and revenues of the System shall be deposited as collected in a fund to be
known as the Municipal Sewer Utility System Revenue Fund (the "Revenue Fund"), and
shall be disbursed only as follows:
(a) Operation and Maintenance Fund. Money in the Revenue Fund shall
first be disbursed to make deposits into a separate and special fund to pay current
expenses. The fund shall be known as the Municipal Sewer Utility System
Revenue Operation and Maintenance Fund (the "Operation and Maintenance
Fund"). There shall be deposited in the Operation and Maintenance Fund each
month an amount sufficient to meet the current expenses of the month plus an
amount equal to 1/12th of expenses payable on an annual basis such as insurance.
After the first day of the month, further deposits may be made to this account from
the Revenue Fund to the extent necessary to pay current expenses accrued and
payable to the extent that funds are not available in the Surplus Fund.
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(b) Sinking Fund. Money in the Revenue Fund shall next be disbursed to
make deposits into a separate and special fund to pay the principal and interest
requirements of the Fiscal Year on the Bonds and Parity Bonds. The fund shall be
known as the Municipal Sewer Utility System Revenue Bond and Interest Sinking
Fund (the "Sinking Fund"). The required amount to be deposited in the Sinking
Fund in any month shall be the equal monthly amount necessary to pay in full the
installment of interest coming due on the next interest payment date on the then
outstanding Bonds and Parity Bonds plus the equal monthly amount necessary to
pay in full the installment of principal coming due on such Bonds on the next
succeeding principal payment date until the full amount of such installment is on
hand. If for any reason the amount on hand in the Sinking Fund exceeds the
required amount, the excess shall forthwith be withdrawn and paid into the
Revenue Fund. Money in the Sinking Fund shall be used solely for the purpose of
paying principal of and interest on the Bonds and Parity Bonds as the same shall
become due and payable.
(c) Reserve Fund. Money in the Revenue Fund shall next be disbursed to
maintain a debt service reserve in an amount equal to the Reserve Fund
Requirement. Such fund shall be known as the Municipal Sewer Utility System
Revenue Debt Service Reserve Fund (the "Reserve Fund"). In each month there
shall be deposited in the Reserve Fund an amount equal to 25 percent of the
amount required by this Resolution to be deposited in such month in the Sinking
Fund; provided, however, that when the amount on deposit in the Reserve Fund
shall be not less than the Reserve Fund Requirement, no further deposits shall be
made into the Reserve Fund except to maintain such level, and when the amount
on deposit in the Reserve Fund is greater than the balance required above, such
additional amounts shall be withdrawn and paid into the Revenue Fund. Money in
the Reserve Fund shall be used solely for the purpose of paying principal at
maturity of or interest on the Bonds and Parity Bonds for the payment of which
insufficient money shall be available in the Sinking Fund. Whenever it shall
become necessary to so use money in the Reserve Fund, the payments required
above shall be continued or resumed until it shall have been restored to the
required minimum amount.
(d) Improvement Fund. Money in the Revenue Fund shall next be
disbursed to maintain a fund to be known as the Municipal Sewer Utility System
Revenue Improvement Fund (the "Improvement Fund"). The minimum amount to
be deposited in the Improvement Fund each month shall be $20,000; provided,
however, that when the amount of said deposits in said fund shall equal or exceed
$450,000, no further monthly deposits need be made into the Improvement Fund
except to maintain it at such level. Money in the Improvement Fund not otherwise
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specially limited by other provisions of this Resolution shall be used solely for the
purpose of paying principal of or interest on the Bonds or Parity Bonds when there
shall be insufficient money in the Sinking Fund and the Reserve Fund; and to the
extent not required for the foregoing, to pay the cost of extraordinary maintenance
expenses or repairs, renewals and replacements not included in the annual budget
of revenues and current expenses, payment of rentals on any part of the System or
payments due for any property purchased as a part of the System, and for capital
improvements to the System. Whenever it shall become necessary to so use
money in the Improvement Fund, the payments required above shall be continued
or resumed until it shall have been restored to the required minimum amount.
(e) Subordinate Obligations. Money in the Revenue Fund may next be
used to pay principal of and interest on (including reasonable reserves therefor)
any other obligations which by their terms shall be payable from the revenues of
the System, but subordinate to the Bonds and Parity Bonds, and which have been
issued for the purposes of extensions and improvements to the System or to retire
the Bonds or Parity Bonds in advance of maturity, or to pay for extraordinary
repairs or replacements to the System.
(f) Surplus Revenue. All money thereafter remaining in the Revenue Fund
at the close of each month may be deposited in any of the funds created by this
Resolution, may be used to pay for extraordinary repairs or replacements to the
System, or may be used to pay or redeem the Bonds or Parity Bonds or any of
them, or for any lawful purpose.
Money in the Revenue Fund shall be allotted and paid into the various funds and
accounts hereinbefore referred to in the order in which said funds are listed, on a
cumulative basis on the 10th day of each month, or on the next succeeding business day
when the 10th shall not be a business day; and if in any month the money in the Revenue
Fund shall be insufficient to deposit or transfer the required amount in any of said funds
or accounts, the deficiency shall be made up in the following month or months after
payments into all funds and accounts enjoying a prior claim to the revenues shall have
been met in full.
Section 18. Investments. Moneys on hand in the Revenue Fund and all of the
funds provided by this Resolution may be invested only in Permitted Investments or
deposited in financial institutions which are members of the Federal Deposit Insurance
Corporation, or its equivalent successor, 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
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Iowa, 2003, 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 the purposes for which said
fund was created or otherwise as herein provided but in no event maturing in more than
three years in the case of the Reserve Fund. The provisions of this Section shall not be
construed to require the Issuer to maintain separate bank accounts for the funds created by
this Section; except the Sinking Fund and the Reserve Fund shall be maintained in a
separate account but may be invested in conjunction with other funds of the City but
designated as a trust fund on the books and records of the City.
All income derived from such investments shall be deposited in the Revenue Fund
and shall be regarded as revenues of the System. Investments shall at any time necessary
be liquidated and the proceeds thereof applied to the purpose for which the respective
fund was created.
Section 19. Covenants Regarding the Operation of the System. The Issuer hereby
covenants and agrees with each and every holder of the Bonds and Parity Bonds:
(a) Maintenance and Efficiency. The Issuer will maintain the System in
good condition and operate it in an efficient manner and at reasonable cost.
(b) Sufficiency of Rates. On or before the beginning of each Fiscal Year
the Governing Body will adopt or continue in effect rates for all services rendered
by the System determined to be sufficient to produce Net Revenues for the next
succeeding Fiscal Year adequate to pay principal and interest requirements and
create reserves as provided in this Resolution but not less than 125% of the
principal and interest requirements of the Fiscal Year. No free use of the System
by the Issuer or any department, agency or instrumentality of the Issuer shall be
permitted except upon the determination of the Governing Body that the rates and
changes otherwise in effect are sufficient to provide Net Revenues at least equal to
the requirements of this subsection.
(c) Insurance. The Issuer shall maintain insurance for the benefit of the
bondholders on the insurable portions of the System of a kind and in an amount
which normally would be carried by private companies engaged in a similar kind
of business. The proceeds of any insurance, except public liability insurance, shall
be used to repair or replace the part or parts of the System damaged or destroyed,
or if not so used shall be placed in the Improvement Fund.
(d) Accounting and Audits. The Issuer will cause to be kept proper books
and accounts adapted to the System and in accordance with generally accepted
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accounting practices, and will diligently act to cause the books and accounts to be
audited annually and reported upon not later than 270 days after the end of each
Fiscal Year by an Independent Auditor and will provide copies of the audit report
to the holders of any of the Bonds and Parity Bonds upon request. The holders of
any of the Bonds and Parity Bonds shall have at all reasonable times the right to
inspect the System and the records, accounts and data of the Issuer relating thereto.
(e) State Laws. The Issuer will faithfully and punctually perform all duties
with reference to the System required by the Constitution and laws of the State of
Iowa, including the making and collecting of reasonable and sufficient rates for
services rendered by the System as above provided, and will segregate the
revenues of the System and apply said revenues to the funds specified in this
Resolution.
(f) Property. The Issuer will not sell, lease, mortgage or in any manner
dispose of the System, or any capital part thereof, including any and all extensions
and additions that may be made thereto, until satisfaction and discharge of all of
the Bonds and Parity Bonds shall have been provided for in the manner provided
in this Resolution; provided, however, that this covenant shall not be construed to
prevent the disposal by the Issuer of property which in the judgment of its
Governing Body has become inexpedient or unprofitable to use in connection with
the System, or if it is to the advantage of the System that other property of equal or
higher value be substituted therefor, and provided further that the proceeds of the
disposition of such property shall be placed in a revolving fund and used in
preference to other sources for capital improvements to the System. Any such
proceeds of the disposition of property acquired with the proceeds of the Bonds or
Parity Bonds shall not be used to pay principal or interest on the Bonds and Parity
Bonds or for payments into the Sinking or Reserve Funds.
(g) Fidelity Bond. The Issuer shall maintain fidelity bond coverage in
amounts which normally would be carried by private companies engaged in a
similar kind of business on each officer or employee having custody of funds of
the System.
(h) Additional Charges. The Issuer will require proper connecting charges
and/or other security for the payment of service charges.
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(i) Budget. The Governing Body of the Issuer shall approve and conduct
operations pursuant to a system budget of revenues and current expenses for each
Fiscal Year. Such budget shall take into account revenues and current expenses
during the current and last preceding Fiscal Years. Copies of such budget and any
amendments thereto shall be provided to the holders of any of the Bonds upon
request.
Section 20. Remedies of Bondholders. Except as herein expressly limited the
holder or holders of the Bonds and Parity Bonds shall have and possess all the rights of
action and remedies afforded by the common law, the Constitution and statutes of the
State of Iowa, and of the United States of America, for the enforcement of payment of
their Bonds and interest thereon, and of the pledge of the revenues made hereunder, and
of all covenants of the Issuer hereunder.
Section 21. Prior Lien and Parity Bonds. The Issuer will issue no other Bonds or
obligations of any kind or nature payable from or enjoying a lien or claim on the property
or revenues of the System having priority over the Bonds or Parity Bonds.
Additional Bonds may be issued on a parity and equality of rank with the Bonds
with respect to the lien and claim of such Additional Bonds to the revenues of the System
and the money on deposit in the funds adopted by this Resolution, for the following
purposes and under the following conditions, but not otherwise:
(a) For the purpose of refunding any of the Bonds or Parity Bonds which
shall have matured or which shall mature not later than three months after the date
of delivery of such refunding Bonds and for the payment of which there shall be
insufficient money in the Sinking Fund and the Reserve Fund;
(b) For the purpose of refunding any Bonds, Parity Bonds or general
obligation bonds outstanding, or making extensions, additions, improvements or
replacements to the System, if all of the following conditions shall have been met:
(i) before any such Additional Bonds ranking on a parity are issued,
there will have been procured and filed with the Clerk, a statement of an
Independent Auditor, not a regular employee of the Issuer, reciting the
opinion based upon necessary investigations that the Net Revenues of the
System for the preceding Fiscal Year(with adjustments as hereinafter
provided) were equal to at least 1.25 times the maximum amount that will
be required in any Fiscal Year prior to the longest maturity of any of the
Bonds or Parity Bonds for both principal of and interest on all Bonds or
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Parity Bonds then outstanding which are payable from the net earnings of
the System and the Additional Bonds then proposed to be issued.
For the purpose of determining the Net Revenues of the System for
the preceding Fiscal Year as aforesaid, the amount of the gross revenues for
such year may be adjusted by an Independent Auditor, not a regular
employee of the Issuer, so as to reflect any changes in the amount of such
revenues which would have resulted had any revision of the schedule of
rates or charges imposed at or prior to the time of the issuance of any such
Additional Bonds been in effect during all of such preceding Fiscal Year.
(ii) the Additional Bonds must be payable as to principal and as to
interest on the same month and day as the Bonds herein authorized.
(iii) for the purposes of this Section, principal and interest falling
due on the first day of a Fiscal Year shall be deemed a requirement of the
immediately preceding Fiscal Year.
(iv) for the purposes of this Section, general obligation bonds shall
be refunded only upon a finding of necessity by the Governing Body and
only to the extent the general obligation bonds were issued or the proceeds
of them were expended for the System.
(v) for purposes of this Section, "preceding Fiscal Year" shall be the
most recently completed Fiscal Year for which audited financial statements
prepared by a certified public accountant are issued and available, but in no
event a Fiscal Year which ended more than eighteen months prior to the
date of issuance of the Additional Bonds.
Section 22. Disposition of Bond Proceeds; Arbitrage Not Permitted. 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 Section 148(a) and (b) of the Internal
Revenue Code of the United States, and that throughout the term of said Bonds it will
comply with the requirements of said statute 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
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
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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.
The Issuer covenants that it will treat as Yield Restricted any proceeds of the
Bonds remaining unexpended after three years from the issuance and any other funds
required by the Tax Exemption Certificate to be so treated. If any investments are held
with respect to the Bonds and Parity Bonds, the Issuer shall treat the same for the purpose
of restricted yield as held in proportion to the original principal amounts of each issue.
The Issuer covenants that it will exceed any investment yield restriction provided
in this Resolution only in the event that it shall first obtain an opinion of recognized bond
counsel that the proposed investment action will not cause the Bonds to be classified as
arbitrage bonds under Section 148(a) and (b) of the Internal Revenue Code or regulations
issued thereunder.
The Issuer covenants that it will proceed with due diligence to spend the proceeds
of the Bonds for the purpose set forth in this Resolution. The Issuer further covenants
that it will make no change in the use of the proceeds available for the construction of
facilities or change in the use of any portion of the facilities constructed therefrom by
persons other than the Issuer or the general public unless it has obtained an opinion of
bond counsel or a revenue ruling that the proposed project or use will not be of such
character as to cause interest on any of the Bonds not to be exempt from federal income
taxes in the hands of holders other than substantial users of the project, under the
provisions of Section 142(a) of the Internal Revenue Code of the United States, related
statutes and regulations.
Section 23. 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
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and pay fiscal agents, financial advisors, attorneys and other persons to assist the Issuer in
such compliance.
Section 24. Discharge and Satisfaction of Bonds. The covenants, liens and
pledges entered into, created or imposed pursuant to this Resolution may be fully
discharged and satisfied with respect to the Bonds and Parity Bonds, or any of them, in
any one or more of the following ways:
(a) By paying the Bonds or Parity Bonds when the same shall become due
and payable; and
(b) By depositing in trust with the Treasurer, or with a corporate trustee
designated by the Governing Body for the payment of said obligations and
irrevocably appropriated exclusively to that purpose an amount in cash or direct
obligations of the United States the maturities and income of which shall be
sufficient to retire at maturity, or by redemption prior to maturity on a designated
date upon which said obligations may be redeemed, all of such obligations
outstanding at the time, together with the interest thereon to maturity or to the
designated redemption date, premiums thereon, if any that may be payable on the
redemption of the same; provided that proper notice of redemption of all such
obligations to be redeemed shall have been previously published or provisions
shall have been made for such publication.
Upon such payment or deposit of money or securities, or both, in the amount and
manner provided by this Section, all liability of the Issuer with respect to the Bonds or
Parity Bonds shall cease, determine and be completely discharged, and the holders thereof
shall be entitled only to payment out of the money or securities so deposited.
Section 25. Resolution a Contract. The provisions of this Resolution shall
constitute a contract between the Issuer and the holder or holders of the Bonds and Parity
Bonds, and after the issuance of any of the Bonds no change, variation or alteration of any
kind in the provisions of this Resolution shall be made in any manner, except as provided
in the next succeeding Section, until such time as all of the Bonds and Parity Bonds, and
interest due thereon, shall have been satisfied and discharged as provided in this
Resolution.
Section 26. Amendment of Resolution Without Consent. The Issuer may, without
the consent of or notice to any of the holders of the Bonds and Parity Bonds, amend or
supplement this Resolution for any one or more of the following purposes:
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(a) to cure any ambiguity, defect, omission or inconsistent provision in this
Resolution or in the Bonds or Parity Bonds; or to comply with any application
provision of law or regulation of federal or state agencies; provided, however, that
such action shall not materially adversely affect the interests of the holders of the
Bonds or Parity Bonds;
(b) to change the terms or provisions of this Resolution to the extent
necessary to prevent the interest on the Bonds or Parity Bonds from being
includable within the gross income of the holders thereof for federal income tax
purposes;
(c) to grant to or confer upon the holders of the Bonds or Parity Bonds any
additional rights, remedies, powers or authority that may lawfully be granted to or
conferred upon the holders of the Bonds;
(d) to add to the covenants and agreements of the Issuer contained in this
Resolution other covenants and agreements of, or conditions or restrictions upon,
the Issuer or to surrender or eliminate any right or power reserved to or conferred
upon the Issuer in this Resolution; or
(e) to subject to the lien and pledge of this Resolution additional pledged
revenues as may be permitted by law.
Section 27. Amendment of Resolution Requiring Consent. This Resolution may
be amended from time to time if such amendment shall have been consented to by holders
of not less than two-thirds in principal amount of the Bonds and Parity Bonds at any time
outstanding (not including in any case any Bonds which may then be held or owned by or
for the account of the Issuer, but including such Refunding Bonds as may have been
issued for the purpose of refunding any of such Bonds if such Refunding Bonds shall not
then be owned by the Issuer); but this Resolution may not be so amended in such manner
as to:
(a) Make any change in the maturity or interest rate of the Bonds, or
modify the terms of payment of principal of or interest on the Bonds or any of
them or impose any conditions with respect to such payment;
(b) Materially affect the rights of the holders of less than all of the Bonds
and Parity Bonds then outstanding; and
(c) Reduce the percentage of the principal amount of Bonds, the consent of
the holders of which is required to effect a further amendment.
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Whenever the Issuer shall propose to amend this Resolution under the provisions
of this Section, it shall cause notice of the proposed amendment to be filed with the
Original Purchaser and to be mailed by certified mail to each registered owner of any
Bond as shown by the records of the Registrar. Such notice shall set forth the nature of
the proposed amendment and shall state that a copy of the proposed amendatory
Resolution is on file in the office of the City Clerk.
Whenever at any time within one year from the date of the mailing of said notice
there shall be filed with the City Clerk an instrument or instruments executed by the
holders of at least two-thirds in aggregate principal amount of the Bonds then outstanding
as in this Section defined, which instrument or instruments shall refer to the proposed
amendatory Resolution described in said notice and shall specifically consent to and
approve the adoption thereof, thereupon, but not otherwise, the Governing Body of the
Issuer may adopt such amendatory Resolution and such Resolution shall become effective
and binding upon the holders of all of the Bonds and Parity Bonds.
Any consent given by the holder of a Bond pursuant to the provisions of this
Section shall be irrevocable for a period of six months from the date of the instrument
evidencing such consent and shall be conclusive and binding upon all future holders of
the same Bond during such period. Such consent may be revoked at any time after six
months from the date of such instrument by the holder who gave such consent or by a
successor in title by filing notice of such revocation with the City Clerk.
The fact and date of the execution of any instrument under the provisions of this
Section may be proved by the certificate of any officer in any jurisdiction who by the
laws thereof is authorized to take acknowledgments of deeds within such jurisdiction that
the person signing such instrument acknowledged before him the execution thereof, or
may be proved by an affidavit of a witness to such execution sworn to before such officer.
The amount and numbers of the Bonds held by any person executing such
instrument and the date of his holding the same may be proved by an affidavit by such
person or by a certificate executed by an officer of a bank or trust company showing that
on the date therein mentioned such person had on deposit with such bank or trust
company the Bonds described in such certificate.
Section 28. Provisions Relating to Bond Insurance.
(a) Reserved
(b) The prior written consent of the Insurer shall be a condition precedent to the
deposit of any credit instrument provided in lieu of a cash deposit into the
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Reserve Fund. Notwithstanding anything to the contrary set forth in this
Resolution, amounts on deposit in the Reserve Fund shall be applied solely
to the payment of debt service on the Bonds.
(c) The maturity of Bonds insured by the Insurer shall not be accelerated
without the consent of the Insurer.
(d) The Insurer shall be a third party beneficiary of the covenants made by the
City in this Resolution for the benefit of the owners of the Bonds and shall
have the right of an owner of the Bonds to enforce such covenants to the
full extent provided by this Resolution and under law. Following an event
of default hereunder, the Insurer shall be deemed the sole owner the Bonds
insured by it for purposes of pursuing remedies available for such default
under the Resolution and under law.
(e) No modification or amendment to the Resolution which requires the
consent of holders of the Bonds or that is made pursuant to Section 26 of
the Resolution may become effective except upon obtaining the prior
written consent of the Insurer. Copies of any modification or amendment to
the Resolution or any other related document shall be sent to Standard &
Poor's Credit Market Services and Moody's Investors Service, Inc. at least
10 days prior to the effective date thereof.
(f) The rights granted to the Insurer under the Resolution to request, consent to
or direct any action are rights granted to the Insurer in consideration of its
issuance of the Insurance Policy. Any exercise by the Insurer of such rights
is merely an exercise of the Insurer's contractual rights and shall not be
construed or deemed to be taken for the benefit or on behalf of the
Bondholders nor does such action evidence any position of the Insurer,
positive or negative, as to whether Bondholder consent is required in
addition to consent of the Insurer.
(g) To accomplish defeasance of the Bonds the Issuer shall cause to be
delivered (i) a report of an independent firm of nationally recognized
certified public accountants or such other accountant as shall be acceptable
to the Insurer ("Accountant") verifying the sufficiency of the escrow
established to pay the Bonds in full on the maturity or redemption date
("Verification"), (ii) an Escrow Deposit Agreement (which shall be
acceptable in form and substance to the Insurer) and, (iii) an opinion of
nationally recognized bond counsel to the effect that the Bonds are no
longer "Outstanding" under the Resolution. Each Verification and
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defeasance opinion shall be acceptable in form and substance, and
addressed, to the Issuer and the Insurer. The Insurer shall be provided with
final drafts of the above-referenced documentation not less than five
business days prior to the funding of the escrow.
Bonds shall be deemed "Outstanding" under the Resolution unless and until they
are in fact paid and retired or the above criteria are met.
(h) Amounts paid by the Insurer under the Insurance Policy shall not be
deemed paid for purposes of the Resolution and shall remain Outstanding
and continue to be due and owing until paid by the Issuer in accordance
with the Resolution. The Resolution shall not be discharged unless all
amounts due or to become due to the Insurer have been paid in full or duly
provided for.
(i) Claims Upon the Insurance Policy and Payments by and to the Insurer.
If, on the third Business Day prior to the related scheduled interest payment date or
principal payment date ("Payment Date") there is not on deposit with the Paying
Agent, after making all transfers and deposits required under the Resolution,
moneys sufficient to pay the principal of and interest on the Bonds due on such
Payment Date, the Paying Agent shall give notice to the Bond Insurer and to its
designated agent (if any) (the "Insurer's Fiscal Agent") by telephone or telecopy of
the amount of such deficiency by 12:00 noon, New York City time, on such
Business Day. If, on the second Business Day prior to the related Payment Date,
there continues to be a deficiency in the amount available to pay the principal of
and interest on the Bonds due on such Payment Date, the Paying Agent shall make
a claim under the Insurance Policy and give notice to the Insurer and the Insurer's
Fiscal Agent (if any) by telephone of the amount of such deficiency, and the
allocation of such deficiency between the amount required to pay interest on the
Bonds and the amount required to pay principal of the Bonds, confirmed in writing
to the Insurer and the Insurer's Fiscal Agent by 12:00 noon, New York City time,
on such second Business Day by filling in the form of Notice of Claim and
Certificate delivered with the Insurance Policy.
In the event the claim to be made is for a mandatory sinking fund redemption
installment, upon receipt of the moneys due, the Paying Agent shall authenticate
and deliver to affected Bondholders who surrender their Bonds a new Bond or
Bonds in an aggregate principal amount equal to the unredeemed portion of the
Bond surrendered. The Paying Agent shall designate any portion of payment of
principal on Bonds paid by the Insurer, whether by virtue of mandatory sinking
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r '
fund redemption, maturity or other advancement of maturity, on its books as a
reduction in the principal amount of Bonds registered to the then current
Bondholder, whether DTC or its nominee or otherwise, and shall issue a
replacement Bond to the Insurer, registered in the name of Financial Security
Assurance Inc., in a principal amount equal to the amount of principal so paid
(without regard to authorized denominations); provided that the Paying Agent's
failure to so designate any payment or issue any replacement Bond shall have no
effect on the amount of principal or interest payable by the Issuer on any Bond or
the subrogation rights of the Insurer.
The Paying Agent shall keep a complete and accurate record of all funds deposited
by the Insurer into the Policy Payments Account (defined below) and the
allocation of such funds to payment of interest on and principal paid in respect of
any Bond. The Insurer shall have the right to inspect such records at reasonable
times upon reasonable notice to the Paying Agent.
Upon payment of a claim under the Insurance Policy the Paying Agent shall
establish a separate special purpose trust account for the benefit of Bondholders
referred to herein as the "Policy Payments Account" and over which the Paying
Agent shall have exclusive control and sole right of withdrawal. The Paying
Agent shall receive any amount paid under the Insurance Policy in trust on behalf
of Bondholders and shall deposit any such amount in the Policy Payments Account
and distribute such amount only for purposes of making the payments for which a
claim was made. Such amounts shall be disbursed by the Paying Agent to
Bondholders in the same manner as principal and interest payments are to be made
with respect to the Bonds under the sections hereof regarding payment of Bonds.
It shall not be necessary for such payments to be made by checks or wire transfers
separate from the check or wire transfer used to pay debt service with other funds
available to make such payments. Notwithstanding anything to the contrary
otherwise set forth in the Resolution, and to the extent permitted by law, in the
event amounts paid under the Insurance Policy are applied to claims for payment
of principal of or interest on the Bonds, interest on such principal of and interest on
such Bonds shall accrue and be payable from the date of such payment at the
greater of(i) the per annum rate of interest, publicly announced from time to time
by JPMorgan Chase Bank or its successor at its principal office in the City of New
York, as its prime or base lending rate plus 3%, and (ii) the then applicable rate of
interest on the Bonds provided that in no event shall such rate exceed the
maximum rate permissible under applicable usury or similar laws limiting interest
rates.
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Funds held in the Policy Payments Account shall not be invested by the Paying
Agent and may not be applied to satisfy any costs, expenses or liabilities of the
Paying Agent. Any funds remaining in the Policy Payments Account following a
Bond payment date shall promptly be remitted to the Insurer.
(j) The Insurer shall, to the extent it makes any payment of principal of(or, in
the case of Capital Appreciation Bonds, accreted value) or interest on the
Bonds, become subrogated to the rights of the recipients of such payments
in accordance with the terms of the Insurance Policy. The obligations to the
Insurer shall survive discharge or termination of the Resolution.
(k) The Issuer shall pay or reimburse the Insurer any and all charges, fees, costs
and expenses which the Insurer may reasonably pay or incur in connection
with (i) the administration, enforcement, defense or preservation of any
rights or security in the Resolution; (ii) the pursuit of any remedies under
the Resolution or otherwise afforded by law or equity, (iii) any amendment,
waiver or other action with respect to, or related to, the Resolution whether
or not executed or completed, (iv) the violation by the Issuer of any law,
rule or regulation, or any judgment, order or decree applicable to it or (v)
any litigation or other dispute in connection with the Resolution or the
transactions contemplated thereby, other than amounts resulting from the
failure of the Insurer to honor its obligations under the Insurance Policy.
The Insurer reserves the right to charge a reasonable fee as a condition to
executing any amendment, waiver or consent proposed in respect of the
Resolution.
(1) The Insurer shall be entitled to pay principal (or, in the case of Capital
Appreciation Bonds, accreted value) or interest on the Bonds that shall
become Due for Payment but shall be unpaid by reason of Nonpayment by
the Issuer (as such terms are defined in the Insurance Policy) and any
amounts due on the Bonds as a result of acceleration of the maturity thereof
in accordance with the Resolution, whether or not the Insurer has received a
Notice of Nonpayment (as such terms are defined in the Insurance Policy)
or a claim upon the Insurance Policy.
(m) The notice address of the Insurer is: Financial Security Assurance Inc., 350
Park Avenue, New York, New York 10022-6022, Attention: Managing
Director - Surveillance, Re: Policy No. 203261-N, Telephone: (212) 826-
0100; Telecopier: (212) 339-3556. In each case in which notice or other
communication refers to an Event of Default, then a copy of such notice or
other communication shall also be sent to the attention of the General
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Counsel and shall be marked to indicate "URGENT MATERIAL
ENCLOSED."
(n) The Insurer shall be provided with the following information:
(i) Annual audited financial statements within 150 days after the end of
the Issuer's fiscal year (or as soon thereafter as is practicable)
(together with a certification of the Issuer that it is not aware of any
default or Event of Default under the Resolution), and the Issuer's
annual budget within 30 days after the approval thereof together with
such other information, data or reports as the Insurer shall reasonably
request from time to time;
(ii) Notice of any draw upon the Reserve Fund within two Business
Days after knowledge thereof other than (i) withdrawals of amounts
in excess of the Reserve Requirement and (ii) withdrawals in
connection with a refunding of Bonds;
(iii) Notice of any default known to the Paying Agent or the Issuer within
five Business Days after knowledge thereof;
(iv) Prior notice of the advance refunding or redemption of any of the Bonds,
including the principal amount,maturities and CUSIP numbers thereof;
(v) Notice of the resignation or removal of the Paying Agent and Bond
Registrar and the appointment of, and acceptance of duties by, any
successor thereto;
(vi) Notice of the commencement of any proceeding by or against the Issuer
commenced under the United States Bankruptcy Code or any other
applicable bankruptcy, insolvency,receivership,rehabilitation or similar
law(an "Insolvency Proceeding");
(vii) Notice of the making of any claim in connection with any Insolvency
Proceeding seeking the avoidance as a preferential transfer of any payment
of principal of, or interest on,the Bonds;
(viii) A full original transcript of all proceedings relating to the execution of any
amendment or supplement to the Resolution; and
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(ix) All reports, notices and correspondence to be delivered to Bondholders
under the terms of the Resolution.
(o) Notwithstanding satisfaction of other conditions to the issuance of Additional
Bonds contained in the Resolution, no such issuance may occur(1) should any
Event of Default(or any event which, once all notice or grace periods have
passed, would constitute an Event of Default) have occurred and be continuing
unless such default shall be cured upon such issuance and (2) unless the Reserve
Fund is fully funded at its requirement(including the new issue) upon the issuance
of such Additional Bonds, in either case unless otherwise permitted by the Insurer.
Section 29. Severability. If any section,paragraph, or provision of this Resolution shall
be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such
section, paragraph or provision shall not affect any of the remaining provisions.
Section 30. 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 approved and incorporated by
reference as part of this Resolution and made a part hereof and the Mayor and City Clerk are
hereby authorized to execute and deliver the same at issuance of the Bonds. 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 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.
Section 31. Repeal of Conflicting Ordinances or Resolutions and Effective Date. All
other ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this
Resolution are, to the extent of such conflict, hereby repealed; and this Resolution shall be in
effect from and after its adoption.
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Adopted and approved this 2 n d day of August , 2004.
>eje44.-ley
Mayor Tim Hurle
ATTEST:
City rk N a y Eckert
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CIG3
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 4 t h day of
August , 2004.
City Clerk,W t loo, Iowa
Nancy Eckert
SEAL
DCORNELL\419752.1\WP\11310060
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