Loading...
HomeMy WebLinkAbout1999-096-03.01.1999 ORIGMAL (This Notice to be posted) NOTICE AND CALL OF PUBLIC MEETING Governmental Body: The City Council of Waterloo, Iowa. Date of Meeting: March 1 , 1999. Time of Meeting: 7 : 00 o'clock p .M. Place of Meeting: Council Chambers, 715 Mulberry Street, 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: $14,455,000 Essential Corporate Purpose General Obligation Refunding Bonds. - Approval of Tax Exemption Certificate. - Approval of Continuing Disclosure Certificate. - Resolution authorizing the issuance. Such additional matters as are set forth on the additional 31 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. e e City Clerk, aterloo, Iowa, Nancy Eckert March 1 , 1999 The City Council of Waterloo, Iowa, met in regular session, in the Council Chambers, 715 Mulberry Street, Waterloo, Iowa, at 7 : 00 o'clock P .M., on the above date. There were present Mayor ,Tnhn R Rooff , in the chair, and the following named Council Members: Getty, Murphy, Jordan, Krizek, Gronen Collier, Anders Absent: None * * * * * * * -1- Council Member Murphy moved that the form of Tax Exemption Certificate be placed on file and approved. Council Member Anders seconded the motion. The roll was called and the vote was, AYES: Getty, Murphy, Jordan, Krizek, Gronen Collier , Anders NAYS: Non P Council Member Anders moved that the form of Continuing Disclosure Certificate be placed on file and approved. Council Member Jordan seconded the motion. The roll was called and the vote was, AYES: Getty. Murphy . Jordan. Krizek. Gronen Collier, Anders NAYS: None Council Member Anders introduced the following Resolution entitled "RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $14,455,000 GENERAL OBLIGATION REFUNDING BONDS AND LEVYING A TAX TO PAY SAID BONDS" and moved that it be adopted. Council Member Jordan seconded the motion to adopt, and the roll being called thereon, the vote was as follows: AYES: Petty. Murphy. Jordan, Krizek Collier, Anders NAYS: None Whereupon, the Mayor declared said Resolution duly adopted as follows: -2- 1999-9E, RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $14,455,000 GENERAL OBLIGATION REFUNDING BONDS AND LEVYING A TAX TO PAY SAID BONDS WHEREAS, the Issuer is duly incorporated, organized and exists under and by virtue of the laws and Constitution of the State of Iowa; and WHEREAS, the City is in need of funds to pay costs of adjusting and refunding existing general obligation indebtedness of the City as is more fully set forth in the schedule of Bonds to be refunded, hereinafter set forth as Exhibit "A", attached to this resolution, and it is deemed necessary and advisable that said City should issue Essential Corporate Purpose General Obligation Refunding Bonds to the amount of$14,455,000 for said purpose; and WHEREAS, it is found and determined that the aforesaid adjustment and refunding of present indebtedness is necessary and in the public interest and will benefit the City and its taxpayers by restructuring six outstanding issues of bonds for purposes of more efficient administration thereof; by conforming the debt service requirements to the anticipated receipt of tax funds thereby reducing the impact of delays in the collection of future taxes upon the City's cash flow; and to adjust the requirements of the outstanding indebtedness so as to facilitate the orderly retirement of bonds anticipated to be issued for future capital improvements; and WHEREAS, it presently appears that the aforesaid benefits may be realized and at the same time savings may be effected in the debt service fund requirements of the City by refunding of the bonds set forth in the schedule set forth as Exhibit "A", attached to this Resolution and made a part hereof by this reference; and WHEREAS, pursuant to notice published as required by Section 384.25 of said Code, this Council has held a public meeting and hearing upon the proposal to institute proceedings for the issuance of not to exceed $15,500,000 Bonds, and the Council is therefore now authorized to proceed with the issuance of$14,455,000 Bonds; and WHEREAS, pursuant to the provisions of Chapter 75 of the Code of Iowa, the above mentioned bonds were heretofore sold at public sale and action should now be taken to issue said bonds conforming to the terms and conditions of the best bid received at the advertised public sale: -3- 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. • "Beneficial Owner" shall mean, whenever used with respect to a Bond, the person in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the records of such Participant or such person's subrogee. ♦ "Bonds" shall mean $14,455,000 General Obligation Refunding Bonds, authorized to be issued by this Resolution. • "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Bonds. • "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate 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. • "DTC" shall mean The Depository Trust Company, a New York corporation, New York, New York. • "Issuer" and "City" shall mean the City of Waterloo, Iowa. • "Municipal Bond Insurance Policy" shall mean the municipal bond insurance policy issued by Ambac Assurance insuring the payment when due of the principal of and interest on the Bonds as provided therein. • "Notice of Sale" shall mean the official Notice of Sale as published on February 9, 1999. • "Participants" shall mean those broker-dealers, banks and other financial institutions for which DTC holds Bonds as securities depository. -4- • "Paying Agent" shall mean the Norwest Bank Iowa, N.A., or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein as Issuer's agent to provide for the payment of principal of and interest on the Bonds as the same shall become due. • "Project 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. • "Refunded Bonds" shall mean $650,000 of the $4,900,000 General Obligation Bonds dated July 1, 1989; $900,000 of the $5,250,000 General Obligation Bonds dated August 1, 1990; $2,100,000 of the $5,300,000 General Obligation bonds dated July 1, 1991; $3,150,000 of the $5,950,000 General Obligation Bonds dated May 15, 1992; $4,430,000 of the $5,000,000 General Obligation Bonds dated June 1, 1994; and $2,310,000 of the $7,200,000 General Obligation Bonds dated June 1, 1995. • "Registrar" shall mean Norwest Bank Iowa, N.A. 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 from the Issuer to DTC, with respect to the Bonds on file at DTC. • "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. • "Trustee" shall mean Norwest Bank Iowa, N.A. of Des Moines, Iowa, or its successor as may be approved pursuant to the "Refunding Trust Agreement" referred to herein between the Issuer and the Trustee for the purpose of insuring the payment of the outstanding bonds. -5- 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: $ 344,812 1998/1999 $2,206,203 1999/2000 $2,534,584 2000/2001 $2,211,671 2001/2002 $2,138,659 2002/2003 $ 500,646 2003/2004 $ 502,190 2004/2005 $ 508,321 2005/2006 $ 513,834 2006/2007 $1,253,728 2007/2008 $1,452,684 2008/2009 $1,461,740 2009/2010 $ 687,350 2010/2011 $ 708,200 2011/2012 $ 777,160 2012/2013 $ 797,130 2013/2014 (NOTE: For example the levy to be made and certified against the taxable valuations of January 1, 1998, will be collected during the fiscal year commencing July 1, 1999). Tax levies heretofore made pursuant to the provisions of Chapter 76 of the Code of Iowa, for payment of the issues of bonds being refunded, as set forth in the schedule attached as Exhibit "A", shall remain in effect but need not be included in the budget, spread upon the tax rolls or collected in any years in which the Trustee of the Refunding Trust Agreement authorized by Section 15 hereof shall certify to the Issuer and the Issuer shall certify in turn to the County Auditor that the Trustee has available moneys with which to pay the principal and interest of bonds being refunded. -6- (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 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 1999 NO. 1" (the "Bond Fund"), which is hereby pledged for and shall be used only for the payment of the principal of and interest on the Bonds hereinafter authorized to be issued; and also there shall be apportioned to said fund its proportion of taxes received by the City from 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 Escrow fund pursuant to Section 15 hereof and expended therefrom for the purposes of issuance. 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, 1997 (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 by a valid pledge of direct obligations of the United States Government having an equivalent market value. -7- 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 Refunding Bonds of the City in the amount of$14,455,000, shall be issued pursuant to the provisions of Section 384.25 of the City Code of Iowa for the aforesaid purpose. The Bonds shall be designated "GENERAL OBLIGATION REFUNDING BOND", be dated March 1, 1999, and bear interest from the date thereof, until payment thereof, at the office of the Paying Agent, said interest payable on June 1, 1999, and semiannually thereafter on the 1st day of December and June 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 4.125% $ 195,000 1999 4.125% 1,615,000 2000 4.125% 2,010,000 2001 4.125% 1,770,000 2002 4.125% 1,770,000 2003 4.125% 205,000 2004 4.125% 215,000 2005 4.125% 230,000 2006 4.125% 245,000 2007 4.125% 995,000 2008 4.125% 1,235,000 2009 4.200% 1,295,000 2010 4.200% 575,000 2011 4.200% 620,000 2012 4.200% 715,000 2013 4.200% 765,000 2014 -8- (b) Redemption. Bonds maturing after June 1, 2007, 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 ordinary 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 6.1. DTC - Registration. All of the Bonds shall be registered in the name of Cede & Co., as nominee for DTC. Payment of semiannual interest for any Bond registered in the name of Cede & Co. 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. Section 6.2. The Bonds shall be initially issued in the form of separate single authenticated fully registered bonds in the amount of each separate stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the registry books kept by the Paying Agent and Registrar in the name of Cede & Co., as nominee of DTC. The Paying Agent and Registrar and the Issuer may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal or redemption price of or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to registered owners of Bonds under the Resolution of the Issuer, registering the transfer of Bonds, obtaining any consent or other action to be taken by registered owners of the Bonds and for all other purposes whatsoever; and neither the Paying Agent and Registrar nor the Issuer shall be affected by any notice to the contrary. Neither the Paying Agent and Registrar nor the Issuer shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant, or any other person which is not shown -9- on the registration books of the Paying Agent and Registrar as being a registered owner of any Bonds, with respect to the accuracy of any records maintained by DTC or any Participant; with respect to the payment by DTC or any Participant of any amount in respect of the principal or redemption price of or interest on the Bonds, with respect to any notice which is permitted or required to be given to owners of Bonds under the Resolution, with respect to the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the Bonds, or with respect to any consent given or other action taken by DTC as registered owner of the Bonds. The Paying Agent and Registrar shall pay all principal of and premium, if any, and interest on the Bonds only to Cede & Co. in accordance with the Representation Letter, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No person other than DTC shall receive an authenticated Bond for each separate stated maturity evidencing the obligation of the Issuer to make payments of principal of and premium, if any, and interest. Upon delivery by DTC to the Paying Agent and Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the Bonds will be transferable to such new nominee in accordance with Section 6.6 hereof. Section 6.3. In the event the Issuer determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bond certificates, the Issuer may notify DTC and the Paying Agent and Registrar, whereupon DTC will notify the Participants, of the availability through DTC of Bond certificates. In such event, the Bonds will be transferable in accordance with Section 6.6 hereof. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the Issuer and the Paying Agent and Registrar and discharging its responsibilities with respect thereto under applicable law. In such event the Bonds will be transferable in accordance with Section 6.6 hereof Section 6.4. Notwithstanding any other provision of the Resolution to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively to DTC as provided in the Representation letter. Section 6.5. In connection with any notice or other communication to be provided to Bondholders by the Issuer or the Paying Agent and Registrar with respect to any consent or other action to be taken by Bondholders, the Issuer or the Paying Agent and Registrar, as the case may be, shall establish a record date for such consent or other action and give DTC notice of such record date not less than 15 calendar days in advance of -10- such record date to the extent possible. Notice to DTC shall be given only when DTC is the sole Bondholder. Section 6.6. In the event that any transfer or exchange of the Bonds is permitted under Section 6.2 or 6.3 hereof, such transfer or exchange shall be accomplished upon receipt by the Registrar from the registered owners thereof of the Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee. In the event Bond certificates are issued to holders other than Cede & Co., its successor as nominee for DTC as holder of all the Bonds, or other securities depository as holder of all the Bonds, the provisions of the Resolution shall also apply to, among other things, the printing of such certificates and the method of payment of principal of and interest on such certificates. Section 6.7. The officers of the Issuer are hereby authorized and directed to prepare and furnish to said purchaser, and to the attorneys approving the legality of said Bonds, certified copies of such proceedings, ordinances, resolutions and records and all such certificates and affidavits and other instruments as may be required to evidence the legality and marketability of said bonds, and all certified copies, certificates, affidavits and other instruments so furnished, including any heretofore furnished, shall constitute representations of the Issuer as to the correctness of all facts stated or recited therein. Section 7. 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. Norwest Bank Iowa, N.A. 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 -11- 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 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 -12- 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 8. 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 9. Record Date. Payments of principal and interest, otherwise than upon full redemption, made in respect of any Bond, shall be made to the registered holder thereof or to their designated agent as the same appear on the books of the Registrar on the 15th day of the month preceding the payment date. All such payments shall fully discharge the obligations of the Issuer in respect of such Bonds to the extent of the payments so made. Payment of principal shall only be made upon surrender of the Bond to the Paying Agent. Section 10. 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 -13- 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 Finance Manager 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, Dorweiler, Haynie, Smith & Allbee, P.C., Bond Counsel, concerning the validity and legality of all the Bonds proposed to be issued. Section 11. 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. -14- Section 12. 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) -15- (10) (16) (Continued) FIGURE 2 (Back) -16- 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 REFUNDING BOND" "ESSENTIAL CORPORATE PURPOSE" Item 2, figure 1 = Rate: Item 3, figure 1 = Maturity: Item 4, figure 1 = Bond Date: March 1, 1999 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 designated office of Norwest Bank Iowa, N.A., 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 June 1, 1999, and semiannually thereafter on the 1st day of December and June in each year. Interest and principal shall be paid to the registered holder of the Bond as shown on the records of ownership maintained by the Registrar as of the 15th day of the month next preceding such interest payment date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. -17- This Bond is issued by the City of Waterloo, Iowa, pursuant to the provisions of Section 384.25, of the City Code of Iowa, for the purpose of paying costs of refunding existing general obligation indebtedness of the City of Waterloo, Iowa, the proceeds of the bonds of this issue being deposited in trust, pursuant to the terms of a Refunding Trust Agreement, and invested in such manner as to pay, when due, the installments of principal of and interest on the City's presently outstanding general obligation bonds to be refunded from the proceeds of this issue, in conformity to a Resolution of the Council of the City, duly passed and approved. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("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, 2007, 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 ordinary 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 Norwest Bank Iowa, N.A., 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 -18- hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however, promptly give notice to registered bondholders of such change. All bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.31 of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bond Resolution. And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to be performed precedent to the lawful issue of this Bond, have been existent, had, done and 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, Norwest Bank Iowa, N.A. 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 Norwest Bank Iowa, N.A.. NORWEST BANK IOWA, NATIONAL ASSOCIATION, Registrar By: Authorized Signature Item 13, figure 1 = Registrar and Transfer Agent: Norwest Bank Iowa, N.A. Paying Agent: Norwest Bank Iowa, N.A. Corporate Trust Operations Sixth & Marquette Avenue Minneapolis, MN 55479-0113 -19- SEE REVERSE FOR CERTAIN DEFINITIONS Item 14, figure 1 = (Seal) Item 15, figure 1 = [Signature Block] CITY OF WATERLOO, IOWA By: (manual signature) Mayor ATTEST: By: (manual signature) City Clerk Item 16, figure 2 = [Statement of Insurance] Municipal Bond Insurance Policy No. (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 United States Trust Company 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. Item 17, 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. -20- 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. 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 -21- JT TEN - as joint tenants with right of survivorship and not as tenants in common IA UNIF TRANS MN 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 13. Contract Between Issuer and Purchaser. This Resolution constitutes a contract between said City and the purchaser of the Bonds. Section 14. Non-Arbitrage Covenants. The proceeds from the sale of the bonds shall be deposited in trust as provided in the following Section hereof. None of the proceeds of the Bonds, and none of the investment income therefrom, will be used in a manner which would 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 on and before the date of the delivery of the Bonds the Finance Manager shall issue a certificate to establish the reasonable expectations regarding the use of the proceeds of the Bonds in the manner required by Sections 148(a) and (b) of the Internal Revenue Code and regulations issued or proposed 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 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. -22- Any funds received from the Trustee for use of the Paying Agent, to pay principal and interest on the bonds to be refunded shall be held in cash or non-interest bearing demand deposits separate from all other moneys or accounts of the Issuer. Section 15. Deposit of Proceeds In Escrow. All of the proceeds derived from the sale of the bonds herein authorized, save for accrued interest which shall be deposited in the Bond Fund created by Section 3 of this Resolution, shall be placed in escrow with Norwest Bank Iowa, N.A., as Trustee under the Refunding Trust Agreement dated as of the date of the Bonds, 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 the Refunding Trust Agreement. 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. The Refunding Trust Agreement is hereby approved and confirmed as binding upon the Issuer, and the Mayor and City Clerk are hereby authorized to execute the same on behalf of the Issuer. The Mayor and Clerk are further hereby authorized to direct the Registrar of the Refunded Bonds (Norwest Bank Iowa, N.A., Des Moines, Iowa) to call the Refunded Bonds pursuant to the provisions of the respective authorizing resolutions. Section 16. 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 17. Continuing Disclosure. The Issuer hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate, and the provisions of the Continuing Disclosure Certificate are hereby incorporated by reference as part of this Resolution and made a part hereof. Notwithstanding any other provision of this Resolution, failure of the Issuer to comply with the Continuing Disclosure Certificate shall not be considered an event of default under this Resolution; however, any holder of the Bonds or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Issuer to comply with its obligations under the Continuing Disclosure Certificate. For purposes of this section, "Beneficial Owner" means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bond (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. -23- Section 18. 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 19. 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 20. Repeal of Conflicting Resolutions or Ordinances. That all ordinances and resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed. Section 21. Payment Procedure Pursuant to Municipal Bond Insurance Policy. As long as the bond insurance 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) day next following the date on which Ambac Assurance shall have received notice of nonpayment from the Paying Agent. -24- (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 United States Trust Company 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 Municipal Bond 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 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 -25- 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 Municipal Bond 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 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 22. 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 Corporation pursuant to the Municipal Bond 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 the assignment and pledge of the Trust Estate 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 23. Consent. (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 -26- rights of Ambac Assurance hereunder without the prior written consent of Ambac Assurance. (b) Consent of Ambac Assurance in Addition to Bondholder Consent Unless otherwise provided in this Section, Ambac Assurance's consent shall be required in addition to 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 Municipal Bond 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. Section 24. Notices to be given to Ambac Assurance to the Attention of the SURVEILLANCE DEPARTMENT: (a) While the Municipal Bond Insurance Policy is in effect, the Issuer shall furnish to Ambac Assurance: (i) as soon as practicable after the filing thereof, 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. -27- (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; 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 25. Notices to be Send 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. Other Information to be Given to Ambac Assurance: 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. Ambac Assurance shall have the right to direct an accounting at the Issuer's expense, and the Issuer's failure to comply with such direction within thirty (30) days after receipt of written notice of the direction from Ambac Assurance shall be deemed a default hereunder; provided, however, that if compliance cannot occur within such period, then such period will be extended so long as compliance is begun within such period and diligently pursued, but only if such extension would not materially adversely affect the interests of any registered owner of the Bonds. -28- Section 26. Ambac as Third Party Beneficiary. To the extent that this Resolution confers upon or gives or grants to Ambac any right, remedy or claim under or by reason of this Resolution, Ambac 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. PASSED AND APPROVED this 1st day of March , 1999. May J hn R. Roo ATTEST: City Clerk, Nancy Eckert PGOODRIC\171825\1\11310049 -29- EXHIBIT A (Current Refunding) $4,900,000 principal amount of General Obligation Bonds, dated July 1, 1989, which bonds are now outstanding in the principal amount of$650,000 and bearing interest as follows: Principal Interest Maturity Amount Rate Date $650,000 6.70% May 1, 2000 (Current Refunding) $5,250,000 principal amount of General Obligation Bonds, dated August 1, 1990, which bonds are now outstanding in the principal amount of$900,000 and bearing interest as follows: Principal Interest Maturity Amount Rate Date $450,000 6.60% May 1, 2000 $450,000 6.60% May 1, 2001 (Current Refunding) $5,300,000 principal amount of General Obligation Bonds, dated July 1, 1991 which bonds are now outstanding in the principal amount of$2,100.000 and bearing interest as follows: Principal Interest Maturity Amount Rate Date $650,000 6.40% June 1, 2000 $650,000 6.40% June 1, 2001 $800,000 6.40% June 1, 2002 (Advance Refunding) $5,950,000 principal amount of General Obligation Bonds, dated May 15, 1992, which bonds are now outstanding in the principal amount of$4,350,000, the refunded portion ($3,150,000) bearing interest as follows: Principal Interest Maturity Amount Rate Date $ 750,000 5.70% June 1, 2001 $ 850,000 5.70% June 1, 2002 $1,550,000 5.75% June 1, 2003 (Advance Refunding) $5,000,000 principal amount of General Obligation Bonds, Series 1994A, dated June 1, 1994, which bonds are now outstanding in the principal amount of $4,845,000, the refunded portion ($4,430,000) bearing interest as follows: Principal Interest Maturity Amount Rate Date $135,000 5.50% June 1, 2003 $145,000 5.50% June 1, 2004 $155,000 5.50% June 1, 2005 $165,000 5.60% June 1, 2006 $175,000 5.70% June 1, 2007 $190,000 5.80% June 1, 2008 $400,000 5.80% June 1, 2009 $455,000 5.90% June 1, 2010 $550,000 5.90% June 1, 2011 $600,000 5.90% June 1, 2012 $700,000 6.00% June 1, 2013 $760,000 6.00% June 1, 2014 (Advance Refunding) $7,200,000 principal amount of General Obligation Bonds, dated June 1, 1995, which bonds are now outstanding in the principal amount of$7,200,000, the refunded portion ($2,310,000) bearing interest as follows: Principal Interest Maturity Amount Rate Date $735,000 5.40% June 1, 2008 $775,000 5.50% June 1, 2009 $800,000 5.50% June 1, 2010 PGOODRIC\172636\1\11310049