HomeMy WebLinkAbout1989-670-12.11.1989 67O
(This Notice to be posted)
NOTICE AND CALL OF PUBLIC MEETING
Governmental Body: The City Council of Waterloo, Iowa.
Date of Meeting: December 11, 1989
Time of Meeting: 7 : 00 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:
- $1, 125, 000 Sewer Revenue Bonds - Series 1989A.
- $ 870, 000 Sewer Revenue Bonds - Series 1989B.
- Resolution authorizing the issuance.
Such additional matters as are set forth on the addi-
tional 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.
r 1 C /Audi , Waterloo, Iowa
L ry P Burg
AHLERS,COONEY,DORWEILER,HAYNIE,SMITH&ALLBEE
ATTORNEYS AT LAW DES MOINES,IOWA
December 11 1989
The City Council of Waterloo, Iowa, met in Regular
session, in the Council Chambers, City Hall, Waterloo, Iowa, at
7: 00 o'clock P M. , on the above date. There were present Mayor
Bernard L. McKinley in the chair, and the following named Council
Members:
Brown, Dell, Fox, Angel, Wright, Budak
Absent: Buck
* * * * * * *
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AHLERS,COONEY.DORWEILER,HAYNIE,SMITH&ALLBEE
ATTORNEYS AT LAW DES MOINES,IOWA
Council Member Fox moved that the form of
Tax Exemption Certificate be placed on file and approved.
Wright seconded the motion. The roll was called and
the vote was,
AYES: Brown, Dell, Fox, Angel, Wright,
Budak
NAYS: None
Member Fox introduced the following Resolution
entitled "A RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE
AND SECURING THE PAYMENT OF $1, 125, 000 SEWER REVENUE BONDS, SERIES
1989A AND $870, 000 SEWER REVENUE BONDS, SERIES 1989B, 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 Wright seconded the
motion to adopt. The roll was called and the vote was:
AYES: Brown, Dell, Fox, Angel,
Wright, Budak
NAYS: None
Whereupon the Mayor declared the following Resolution duly
adopted:
Resolution No. 1989-670
A RESOLUTION AUTHORIZING AND PROVIDING FOR THE
ISSUANCE AND SECURING THE PAYMENT OF $1, 125, 000 SEWER
REVENUE BONDS, SERIES 1989A AND $870, 000 SEWER REVENUE
BONDS, SERIES 1989B, 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
WHEREAS, the City Council of the City of Waterloo, Iowa,
sometimes hereinafter referred to as the "Issuer" , has heretofore
established charges, rates and rentals for services which are and
will continue to be collected as system revenues of the Municipal
Sanitary Sewage Utility, sometimes hereinafter referred to as the
"System" , and said revenues have not been pledged and are
available for the payment of Revenue Bonds, subject to the
following premises; and
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AHLERS,COONEY,DORWEILER,HAYNIE,SMITH K.ALLBEE
ATTORNEYS AT LAW DES MOINES.IOWA
WHEREAS, Issuer proposes to issue its Revenue Bonds to the
extent of $1, 995, 000 for the purpose of defraying the costs of the
project as set forth in Section 3 of this Resolution; and
WHEREAS, there have been heretofore issued Sewer Revenue
Bonds, part of which remain outstanding and are a lien on the net
revenues of the System. In the Resolutions authorizing the
issuance of the outstanding bonds it is provided that additional
Revenue Bonds may be issued on a parity with the outstanding
bonds, for the costs of future improvements and extensions to the
System, provided that there has been procured and placed on file
with the Clerk, a statement complying with the conditions and
limitations therein imposed upon the issuance of said parity
bonds; and
WHEREAS, a statement of Carney, Alexander, Marold & Co,
Certified Public Accountants not in the regular employ of Issuer,
has been placed on file in the office of the Clerk, showing the
conditions and limitations of said Resolutions, dated December 9,
1985, June 23 , 1986 and October 10, 1988 , with regard to the
sufficiency of the revenues of the System to permit the issuance
of additional Revenue Bonds ranking on a parity with the
outstanding bonds to have been met and satisfied as required; and
WHEREAS, the notice of intention of Issuer to take action for
the issuance of $2 , 000, 000 Sewer Revenue Bonds has heretofore been
duly published and no objections to such proposed action have been
filed and the Council is now authorized to proceed with the
issuance of $1, 995, 000 Sewer Revenue Bonds:
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF WATERLOO, IN THE COUNTY OF BLACK HAWK, STATE OF IOWA:
Section 1. Definitions. The following terms shall have the
following meanings in this Resolution unless the text expressly or
by necessary implication requires otherwise:
(a) "Bonds" shall mean $1, 125, 000 Sewer Revenue Bonds,
Series 1989A and $870, 000 Sewer Revenue Bonds, Series 1989B. The
Bonds are differentiated by reference herein to their respective
series and each series is separately authorized to be issued by
this Resolution.
(b) "Clerk" shall mean the City Clerk/Auditor or such other
officer of the successor governing body as shall be charged with
substantially the same duties and responsibilities;
(c) "Corporate Seal" shall mean the official seal of Issuer
adopted by the governing body;
(d) "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
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AHLERS,GOONEY,DORWEILER,HAYNIE.SMITH&ALLBEE
ATTORNEYS AT LAW DES MOINES.IOWA
period adopted by the governing body or by law as the official
accounting period of the System;
(e) "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;
(f) "Independent Auditor" shall mean an independent firm of
Certified Public Accountants or the Auditor of State;
(g) "Issuer" and "City" shall mean the City of Waterloo,
Iowa;
(h) "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;
(i) "Original Purchaser" shall mean the purchaser of the
Bonds from Issuer at the time of their original issuance;
(j ) "Parity Bonds" shall mean Sewer Revenue Bonds 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
Outstanding Bonds; "Outstanding Bonds" shall mean the Sewer
Revenue Bonds dated December 1, 1985, June 1, 1986 and October 15,
1988, issued in accordance with Resolutions numbered 1985 - 700,
1986 - 373 and 1988 - 576, adopted December 9, 1985, June 23 , 1986
and October 10, 1988, $6, 330, 000, $945, 000 and $3 , 425, 000
respectively of which bonds are still outstanding and unpaid and
remain a lien on the net revenues of the System;
(k) "Paying Agent" shall be the National Bank of Waterloo,
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;
(1) "Project Fund" or "Construction Account" shall mean the
fund required to be established by this Resolution for the deposit
of the proceeds of the Bonds;
(m) "Rebate Fund" shall mean the fund so defined in and
established pursuant to the Tax Exemption Certificate;
(n) "Registrar" shall be the National Bank of Waterloo of
Waterloo, Iowa, or such successor as may be approved by Issuer as
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AHLERS,COONEY,DORWEILER,HAYNIE,SMITH&ALLBEE
ATTORNEYS AT LAW DES MOINES,IOWA
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;
(o) "System" shall mean the Municipal Sanitary Sewage
Utility 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;
(p) "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; and
(q) "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.
(r) "AMBAC Indemnity" shall mean AMBAC Indemnity
Corporation, a Wisconsin-domiciled stock insurance company.
(s) "Municipal Bond Insurance Policy" shall mean the
municipal bond insurance policy issued by AMBAC Indemnity insuring
the payment when due of the principal of and interest on the Bonds
as provided therein.
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
Revenue Bonds of Waterloo, in the County of Black Hawk, State of
Iowa, Series 1989A, each to be designated "Sewer Revenue Bond,
Series 1989A" , in the aggregate amount of $1, 125, 000 and Series
1989B, each to be designated "Sewer Revenue Bond, Series 1989B" ,
in the aggregate amount of $870, 000 without priority of any one
series over the other and issued for the purpose of paying costs
of improvements and extensions to the municipal sanitary sewage
utility.
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
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AHLERS,COONEY,DORWEILER,HAYNIE,SMITH&ALLBEE
ATTORNEYS AT LAW DES MOINES,IOWA
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 Bonds of the City in
the amount of $1, 995, 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
BOND" , be dated December 1, 1989, and bear interest from the date
thereof, until payment thereof, at the office of the Paying Agent,
said interest payable on November 1, 1990 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 facsimile signature of the
Mayor and attested by the facsimile signature of the City
Clerk/Auditor, and 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:
Series 1989A
Interest Principal Maturity
Rate Amount May 1st
6. 65% $ 80, 000 1992
6. 65% 85, 000 1993
6. 65% 90, 000 1994
6. 65% 90, 000 1995
6. 65% 80, 000 1996
6. 65% 100, 000 1997
6. 70% 100, 000 1998
6. 75% 100, 000 1999
6. 85% 100, 000 2000
7 . 00% 100, 000 2001
7 . 05% 100, 000 2002
7 . 10% 100, 000 2003
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AHLERS,COONEY,DORWEILER,HAYNIE,SMITH&ALLBEE
ATTORNEYS AT LAW DES MOINES,IOWA
Series 1989B
Interest Principal Maturity
Rate Amount May 1st
6. 55% $ 30, 000 1995
6. 55% 40, 000 1996
6. 55% 35, 000 1997
6. 55% 40, 000 1998
6. 60% 45, 000 1999
6. 60% 50, 000 2000
6. 60% 70, 000 2001
6. 65% 75, 000 2002
6. 70% 85, 000 2003
6. 80% 100, 000 2004
6. 85% 100, 000 2005
6. 90% 200, 000 2006
Section 6. Redemption. Bonds maturing after May 1, 1998, 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 inverse order of
maturity and within an annual maturity by lot by giving thirty
days' notice of redemption by registered mail, to the registered
owner of the Bond. The terms of redemption shall be par, plus
accrued interest to date of call.
If selection by lot within a maturity is required, the
Registrar shall by random selection of the names of the registered
owners of the entire annual maturity select the bonds to be
redeemed until the total amount of bonds to be called has been
reached.
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. The National Bank of Waterloo 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 provi-
sions for registration and transfer contained in the Bonds and in
this Resolution.
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AHLERS,COONEY,DORWEILER,HAYNIE,SMITH&ALLBEE
ATTORNEYS AT LAW DES MOINES,IOWA
(b) Transfer. The ownership of any Bond may be transferred
only upon the Registration Books kept for the registration and
transfer of Bonds and only upon surrender thereof at the office of
the Registrar together with an assignment duly executed by the
holder or his duly authorized attorney in fact in such form as
shall be satisfactory to the Registrar, along with the address and
social security number or federal employer identification number
of such transferee (or, if registration is to be made in the name
of multiple individuals, of all such transferees) . In the event
that the address of the registered owner of a Bond (other than a
registered owner which is the nominee of the broker or dealer in
question) is that of a broker or dealer, there must be disclosed
on the Registration Books the information pertaining to the
registered owner required above. Upon the transfer of any such
Bond, a new fully registered Bond, of any denomination or
denominations permitted by this Resolution in aggregate principal
amount equal to the unmatured and unredeemed principal amount of
such transferred fully registered Bond, and bearing interest at
the same rate and maturing on the same date or dates shall be
delivered by the Registrar.
(c) Registration of Transferred Bonds. In all cases of the
transfer of the Bonds, the Registrar shall register, at the
earliest practicable time, on the Registration Books, the Bonds,
in accordance with the provisions of this Resolution.
(d) Ownership. As to any Bond, the person in whose name the
ownership of the same shall be registered on the Registration
Books of the Registrar shall be deemed and regarded as the
absolute owner thereof for all purposes, and payment of or on
account of the principal of any such Bonds and the premium, if
any, and interest thereon shall be made only to or upon the order
of the registered owner thereof or his legal representative. All
such payments shall be valid and effectual to satisfy and
discharge the liability upon such Bond, including the interest
thereon, to the extent of the sum or sums so paid.
(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
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AHLERS,COONEY.DORAEILER,HAYNIE,SMITH&ALLBEE
ATTORNEYS AT LAW DES MOINES,IOWA
thereof for such interest or payment of such Bonds shall forthwith
cease, terminate and be completely discharged, and thereupon it
shall be the duty of the Paying Agent to hold such funds, without
liability for interest thereon, for the benefit of the owner of
such Bonds who shall thereafter be restricted exclusively to such
funds for any claim of whatever nature on his part under this
Resolution or on, or with respect to, such interest or Bonds. The
Paying Agent's obligation to hold such funds shall continue for a
period equal to two years 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 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
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
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AHLERS,COONEY,DORM EILER,H AYNIE,SMITH&ALLBEE
ATTORNEYS AT LAW DES MOINES,IOWA
Resolution and that the holder thereof is entitled to the benefits
of this Resolution.
No Bonds shall be authenticated and delivered by the
Registrar, unless and until there shall have been provided the
following:
1. A certified copy of the resolution of Issuer authorizing
the issuance of the Bonds;
2 . A written order of Issuer signed by the City
Clerk/Auditor 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, 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.
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AHLERS,COONEY,DORWEILER,HAYNIE,SMITH Sc ALLBEE
ATTORNEYS AT LAW DES MOINES.IOWA
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) — / —
/ /
/_ —/ —
/_ — — / _
— /— — — /
/_ / _
/_ _/ —
/— — (9a) — —/ _
/_ /
_ /_ / _
- /- - / -
/ (10) — // — (continued on the back of this Bond) _ _/
_ /_ / _
_ /_ / _
— /_ — (11) (12) (13) — — (14) — — (15) _ _/ —
_ /_ /
_ / /
_/////////////////////////////////////////////////////////// / _
FIGURE 1
(Front)
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AHLERS.COONEY,DORWEILER,HAYNIE.SMITH&ALLBEE
ATTORNEYS AT LAW DES MOINES,IOWA
(10) = (16) = (17)
(Continued)
FIGURE 2
(Back)
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AHLERS,COONEY,DORWEILER,HAYNIE,SMITH&ALLBEE
ATTORNEYS AT LAW DES MOINES,IOWA
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 BOND"
"SERIES 1989
Item 2 , figure 1 = Rate:
Item 3 , figure 1 = Maturity:
Item 4, figure 1 = Bond Date: December 1, 1989
Item 5, figure 1 = Cusip #
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 the
National Bank of Waterloo, 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,
1990, 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 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.
This Bond is issued pursuant to the provisions of Section
384 . 83 of the City Code of Iowa, for the purpose of paying costs
of improvements and extensions to the municipal sanitary sewage
utility, in conformity to a Resolution of the Council of said City
duly passed and approved.
Bonds maturing after May 1, 1998, 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
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AHLERS,COONEY.DORWEILER,HAYNIE,SMITH&ALLBEE
ATTORNEYS AT LAW DES MOINES,IOWA
time to time in part, in inverse order of maturity and within an
annual maturity by lot by giving thirty days' notice of redemption
by registered mail, to the registered owner of the Bond. The
terms of redemption shall be par, plus accrued interest to date of
call.
Ownership of this Bond may be transferred only by transfer
upon the books kept for such purpose by the National Bank of
Waterloo, the Registrar. Such transfer on the books shall occur
only upon presentation and surrender of this Bond at the office of
the Registrar, 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 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 Sewage Utility (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.
[The Series 1989B Bonds shall bear the following
designation: ] This Series 1989B Bond is a "qualified tax-exempt
obligation" designated by the City for purposes of Section
265 (b) (3) (B) of the Internal Revenue Code of 1986.
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.
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AHLERS,COONEY,BOBWEILER,HAYNIE,SMITH f ALLBEE
ATTORNEYS AT LAW DES MOINES,IOWA
IN TESTIMONY WHEREOF, said City by its City Council has caused
this Bond to be signed by the facsimile signature of its Mayor and
attested by the facsimile signature of its City Clerk/Auditor,
with the seal of said City printed hereon, and authenticated by
the manual signature of an authorized representative of the
Registrar, the National Bank of Waterloo, Waterloo, Iowa.
Item 11, figure 1 = Date of authentication:
Item 12, figure 1 = This is one of the Bonds described in the
within mentioned Resolution, as
registered by the National Bank of
Waterloo.
NATIONAL BANK OF WATERLOO
By
Registrar
Item 13 , figure 1 = Registrar and Transfer Agent:
National Bank of Waterloo
Paying Agent: National Bank of Waterloo
Item 14 , figure 1 = (Seal)
Item 15, figure 1 = [Signature Block]
City of Waterloo, Iowa
By: Mayor's facsimile signature
Mayor
Attest: City Clerk/Auditor's facsimile
signature
City Clerk/Auditor
Item 16, figure 2 = 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 Indemnity Corporation
("AMBAC Indemnity") . 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
Indemnity 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 Indemnity as more fully set
forth in the Policy.
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AHLERS,COONEY,DORWEILER,HAYINIE,SMITH&ALLBEE
ATTORNEYS AT LAW DES MOINES,IOWA
Item 17 , figure 2 = It is certified that the following is
a correct and complete copy of the opinion of
bond counsel issued as of the date of delivery
of the issue of which this Bond is a part.
(facsimile signature)
City Clerk/Auditor
[Opinion of Bond Counsel]
Item 18, figure 2 = [Assignment Block]
[Information Required for
Registration]
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and
transfers unto (Social Security or Tax
Identification No. ) the within Bond and does
hereby irrevocably constitute and appoint attorney in
fact to transfer the said Bond on the books kept for registration
of the within Bond, with full power of substitution in the
premises.
Dated
(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 should be made by a member or
member organization of the New York Stock Exchange, members of
other Exchanges having signatures on file with transfer agents or
by a commercial bank or trust company.
INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER
Name of Transferee(s)
Address of Transferee(s)
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AIH,ERS,COONEY,DORWEILER,HAYNIE,SMITH&ALLBEE
ATTORNEYS AT LAW DES MOINES,IOWA
Social Security or Tax
Identification Number of
Transferee(s)
Transferee is a (n) :
Individual* Corporation
Partnership Trust
*If the Bond is to be registered in the names of multiple
individual owners, the names of all such owners and one address
and social security number must be provided.
The following abbreviations, when used in the inscription on
the face of this Bond, shall be construed as though written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
IA UNIF TRANS MIN ACT - Custodian
(Cust) (Minor)
under Iowa Uniform Transfers to
Minors Act
(State)
Section 13 . 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 revenues of the System without
priority by reason of number or time of sale or delivery; and the
revenues of the System are hereby irrevocably pledged to the
timely payment of both principal and interest as the same become
due.
Section 14 . Application of Bond Proceeds. Proceeds of the
Bonds other than accrued interest except as may be provided below
shall be credited to the Project Fund and expended therefrom for
the purposes of issuance. Any amounts on hand in the Project Fund
shall be available for the payment of the principal of or interest
on the Bonds at any time that other funds of the System shall be
insufficient to the purpose, in which event such funds shall be
repaid to the Project Fund at the earliest opportunity. Any
balance on hand in the Project Fund and not immediately required
for its purposes may be invested not inconsistent with limitations
provided by law, the Internal Revenue Code and this Resolution.
Accrued interest, if any, shall be deposited in the Sinking Fund.
Any excess proceeds remaining on hand after completion of the
purpose of issuance shall be paid into the Improvement Fund to the
maximum required amounts and any remaining amounts shall be used
to call or otherwise retire Bonds. Provided however, that initial
proceeds of the Bonds shall be credited to and become a part of
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AHLERS,COONEY,DORWEILER,HAYNIE,SMITH&ALLBEE
ATTORNEYS AT LAW DES MOINES,IOWA
the Reserve Fund hereinafter established to the extent of
$ of the Series 1989A proceeds and $
of the Series 1989B proceeds.
Section 15. 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. So long as the
Bonds are outstanding and unpaid the rates or charges to consumers
of services of the System shall be sufficient in each year for the
payment of the proper and reasonable expenses of operation and
maintenance of the System and for the payment of principal and
interest on the Bonds and Parity Bonds as the same fall due, and
to provide for the creation of reserves as hereinafter provided.
Net revenues shall be maintained at a level not less than one
hundred and twenty percent of principal and interest falling due
in the same year.
Section 16. 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 Sewer Revenue Fund (the "Revenue Fund") , and shall be
disbursed only as follows:
The provisions in the Resolutions heretofore adopted on
December 9 , 1985, June 23 , 1986 and October 10, 1988, whereby
there was created and is to be maintained a Sewer Revenue Bond and
Interest Sinking Fund, and for the monthly payment into said fund
from the future net revenues of the System such portion thereof as
will be sufficient to meet the principal and interest of the
outstanding Bonds dated December 1, 1985, June 1, 1986 and October
15, 1988, and maintaining a reserve therefor, are hereby ratified
and confirmed, and all such provisions inure to and constitute the
security for the payment of the principal and interest on Sewer
Revenue Bonds hereby authorized to be issued; provided, however,
that the amounts to be set aside and paid into the Sewer Revenue
Bond and Interest Sinking Fund in equal monthly installments from
the earnings shall be sufficient to pay the principal and interest
due each year, not only on the Sewer Revenue Bonds dated December
1, 1985, June 1, 1986 and October 15, 1988, but also the principal
and interest of the Bonds herein authorized to be issued and to
maintain a reserve therefor. Sections 16 through 21, inclusive,
of the Resolutions dated December 1, 1985, June 1, 1986 and
October 15, 1988 are hereby ratified, confirmed, adopted and
incorporated herein as a part of this Resolution. Consistent with
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AHLERS,COONEY,DORWEILER,HAYNIE,SMITH&ALLBEE
ATTORNEYS AT LAW DES MOINES,IOWA
the above Resolutions, proceeds of the Bonds or other funds may be
invested in Investment Obligations.
Nothing in this Resolution shall be construed to impair the
rights vested in the Outstanding Bonds. The amounts herein
required to be paid into the various funds named in this section
shall be inclusive of payments required in respect to the
Outstanding Bonds. The provisions of the legislation authorizing
the Outstanding Bonds and the provisions of this Resolution are to
be construed wherever possible so that the same will not be in
conflict. In the event such construction is not possible, the
provisions of the Resolution first adopted shall prevail until
such time as the bonds authorized by said Resolution have been
paid in full or otherwise satisfied as therein provided at which
time the provisions of this Resolution shall again prevail.
At such time as the Outstanding Bonds are paid and so long as
the Bonds or Parity Bonds remain outstanding and unpaid the same
are discharged and satisfied in the manner provided in this
Resolution, the entire income and revenues of the system shall be
deposited and collected in a fund to be known as 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 Sewer 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.
(b) Sinking Fund. Money in the Revenue Fund shall next be
disbursed to make deposits into a separate and special fund to pay
principal of and interest on the Bonds and Parity Bonds. The fund
shall be known as the Sewer Revenue Bond and Interest Sinking Fund
(the "Sinking Fund") . The required amount to be deposited in the
Sinking Fund in any month shall be an amount equal to 1/6th of the
installment of interest coming due on the next interest payment
date on the then outstanding Bonds and Parity Bonds plus 1/12th of
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.
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ABLERS.COONEY,DORWEHLER.HAYNIE,SMITH&ALLBEE
ATTORNEYS AT LAW DES MOINES.IOWA
(c) Reserve Fund. Money in the Revenue Fund shall be
disbursed to maintain a debt service reserve in an amount equal to
the maximum amount of principal and interest coming due on the
Bonds and Parity Bonds in any succeeding fiscal year. Such fund
shall be known as the Sewer Revenue Debt Service Reserve Fund (the
"Reserve Fund") . In each month there shall be deposited in the
Reserve Fund an amount equal to 25% 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 balance required above, no further
deposits shall be made into the Reserve Fund except to maintain
said fund at 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. Following maturity
or redemption of the Outstanding Bonds, the Reserve Fund shall be
maintained at an amount equal to the lesser of 1) the maximum
amount of principal and interest due on the Bonds in any
succeeding fiscal year or 2) ten percent of the proceeds of the
sale of the bonds to the public.
Sinking Fund and Reserve Fund moneys are "restricted yield
investments" under the terms and covenants of this Resolution.
(d) Improvement Fund. Money in the Revenue Fund shall next
be disbursed to maintain a fund to be known as the Sewer
Improvement Fund (the "Improvement Fund") . The minimum amount to
be deposited in the Improvement Fund each month shall be $12 , 000;
provided, however, that when the amount of said deposits in said
fund shall equal or exceed $360, 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 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.
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AHLERS,COONEY,DORWEILER.HAYNIE,SMITH&ALLBEE
ATTORNEYS AT LAW DES MOINES,IOWA
(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, to pay for extraordinary
repairs or replacements to the System, or may be used to pay or
redeem the Bonds or Parity Bonds any of them, or for any lawful
purpose.
Money in the Surplus Account may next be used to pay principal
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.
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.
Moneys on hand in the Project Fund and all of the funds
provided by this Section except the Operation and Maintenance Fund
may be invested only in direct obligations of the United States
Government or deposited in financial institutions which are
members of the Federal Deposit Insurance Corporation or the
Federal Savings and Loan 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 FSLIC 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.
Alternatively, but only if the Outstanding Bonds have matured or
otherwise been redeemed or paid, such moneys may be invested in
tax-exempt bonds or obligations of any state or political
subdivision thereof which are rated by Moody's Investors Service
or Standard & Poor's Corporation at a rating classification equal
to or better than the rating carried by the Bonds or, in the case
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AHLERS,COONEY,DORWEILER,I-LAYNIE,SMITH&ALLBEE
ATTORNEYS AT LAW DES MOINES,IOWA
of short-term obligations, a rating of MIG-1, S&P-1 or better.
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.
Such investments shall at any time necessary be liquidated and the
proceeds thereof applied to the purpose for which the respective
fund was created.
Section 17 . Permitted Investments. Subject to the provisions
of the laws of the State of Iowa, this Resolution permits the
following obligations to be used as Permitted Investments for all
purposes other than: (i) investments in escrow accounts, and (ii)
investing, and receiving credit for, accrued and capitalized
interest:
(1) direct obligations of (including obligations issued
or held in book entry form on the books of) the
Department of Treasury of the United States of
America;
(2) 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
- Farmers Home Administration
- 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;
(3) bonds, notes or other evidences of indebtedness rated "AAA"
by Standard & Poor's Corporation and "AAA" by Moody's
Investor Services issued by the Federal National Mortgage
Association or the Federal Home Loan Mortgage Corporation
with remaining maturities not exceeding three years;
(4) U. S. dollar denominated deposit accounts, federal funds and
banker's acceptances with domestic commercial banks which
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AHLERS,COONEY,DORWEILER,HAYN.IE,SMITH&ALLBEE
ATTORNEYS AT LAW DES MOINES,IOWA
have a rating on their short term certificates of deposit on
the date of purchaser of "A-1" or "A-1+" by Standard & Poor's
and "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) ;
(5) commercial paper which is rated at the time of purchase in
the single highest classification, "A-1+" by Standard &
Poor's and "P-1" by Moody's
Investor Services and which matures not more than 270 days
after the date of purchase;
(6) Investments in a money market fund rated "AAAm" or "AAAm-G"
or better by Standard & Poor's Corporation;
(7) Pre-refunded municipal obligations defined as follows:
Any bonds or other obligations of any state of the
United States of America or of any 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 the escrow, in the highest rating
category of Standard & Poor's Corporation and Moody's
Investor Service, Inc. or any successors thereto; or
(B) (i) which are fuly secured as to principal and
interest and redemption premium, if any, by a fund
consisting only of cash or obligations described in
paragraph (1) above, which fund may be applied only to
the 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 fund 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 thereof or on
the redemption date or dates specified in the
irrevocable instructions referred to above, as
appropriate;
(8) Investment agreements approved in writing by AMBAC
Indemnity Corporation [supported by appropriate
opinions of counsel] ; and
(9) Other forms of Investments approved in writing by
AMBAC.
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AHLERS,COONEY,DORA EILER,HAYNIE,SMITH&ALLBEE
ATTORNEYS AT LAW DES MOINES,IOWA
Section 18 . Value of Investments.
The value of the Permitted Investments shall be determined as
provided in "Value" below.
"Value" , which shall be determined as of the end of each
month, means that the value of any investments shall be calculated
as follows:
a) as to investments the bid and asked prices of which are
published on a regular basis in The Wall Street Journal
(or, if not there, then in The New York Times) : the
average of the bid and asked prices for such investments
so published on or most recently prior to such time of
determination;
b) as to investments the bid and asked prices of which are
not published on a regular basis in The Wall Street
Journal or The New York Times: the average bid price at
such time of determination for such investments by any
two nationally recognized government securities dealers
(selected by the Trustee in its absolute discretion) at
the time making a market in such investments or the bid
price published by a nationally recognized pricing
service;
c) as to certificates of deposit and bankers acceptances:
the face amount thereof, plus accrued interest; and
d) as to any investment not specified above: the value
thereof established by prior agreement between the
Issuer, the Trustee and AMBAC Indemnity Corporation.
Section 19 . Payment Procedure Pursuant to Municipal Bond
Insurance Policy.
(A) As long as the bond insurance shall be in full
force and effect, the Issuer, the Paying Agent shall comply
with the following provisions:
(a) if five (5) days prior to an Interest Payment
Date the Paying Agent determines that there will be
insufficient funds in the Funds and Accounts to pay the
principal of or interest on the Bonds on such Interest
Payment Date, the Paying Agent shall so notify AMBAC
Indemnity. 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 Indemnity five
(5) days prior to an Interest Payment Date, AMBAC
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AHLERS,COONEY,DORM EILER,HAYNIE,SMITH&ALLBEE
ATTORNEYS AT LAW DES MOINES.IOWA
Indemnity will make payments of principal or interest
due on the Bonds on or before the fifth (5th) day next
following the date on which AMBAC Indemnity shall have
received notice of nonpayment from the Paying Agent.
(b) the Register and Paying Agent shall, after
giving notice to AMBAC Indemnity as provided in (a)
above, make available to AMBAC Indemnity and, at AMBAC
Indemnity's direction, to the United States Trust
Company of New York, as insurance trustee for AMBAC
Indemnity or any successor insurance trustee (the
"Insurance Trustee") , the registration books of the
Issuer maintained by the Registrar and Paying Agent and
all records relating to the Funds and Accounts
maintained under this Resolution.
(c) the Registrar and Paying Agent shall provide
AMBAC Indemnity and the Insurance Trustee with a list of
registered owners of Bonds entitled to receive principal
or interest payments from AMBAC Indemnity 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 Indemnity 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 Indemnity.
(d) the Registrar and Paying Agent shall, at the
time it provides notice to AMBAC Indemnity pursuant to
(a) above, notify registered owners of Bonds entitled to
receive the payment of principal or interest thereon
from AMBAC Indemnity (i) as to the fact of such
entitlement, (ii) that AMBAC Indemnity 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 Indemnity, 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 Indemnity) 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 Indemnity, they
must surrender their Bonds for payment thereon first to
the Paying Agent, if any, who shall note on such Bonds
the portion of the principal paid by the Paying Agent,
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AHLERS,COONEY,DORWEILER,HAYNIE,SMITH&ALLBEE
ATTORNEYS AT LAW DES MOINES,IOWA
if any, and then, along with an appropriate instrument
of assignment in form satisfactory to the Insurance
Trustee to the Insurance Trustee, which will then pay
the unpaid portion of principal.
(e) in the event that the Paying Agent has notice
that any payment of principal of or interest on a Bond
which has become Due for Payment and which is made to a
Bondholder by or on behalf of the Issuer has been deemed
a preferential transfer and theretofore recovered from
its registered owner pursuant to the United States
Bankruptcy Code by a trustee in bankruptcy in accordance
with the final, nonappealable order of a court having
competent jurisdiction, the Paying Agent shall, at the
time AMBAC Indemnity 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
Indemnity to the extent of such recovery if sufficient
funds are not otherwise available, and the Paying Agent
shall furnish to AMBAC Indemnity 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
Indemnity under this Resolution, AMBAC Indemnity 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 Indemnity's rights as subrogee on the
registration books of the Issuer maintained by the
Registrar and Paying Agent, if any, upon receipt from
AMBAC Indemnity 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 Registrar and Paying Agent shall note
AMBAC Indemnity's rights as subrogee on the registration
books of the Issuer maintained by the Registrar and
Paying Agent upon surrender of the Bonds by the
registered owners thereof together with proof of the
payment of principal thereof.
Section 20. Defeasance. In the event that the principal
and/or interest due on the Bonds shall be paid by AMBAC Indemnity
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
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AHLERS,COONEY,DORWEILER.HAYNIE,SMITH&ALLBEE
ATTORNEYS AT LAW DES MOINES,IOWA
covenants, agreements and other obligations of the Issuer to the
registered owners shall continue to exist and shall run to the
benefit of AMBAC Indemnity, and AMBAC Indemnity shall be
subrogated to the rights of such registered owners.
Section 21. 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 22 . Qualified Tax-Exempt Obligations. For the sole
purpose of qualifying the Series 1988B Bonds as "Qualified Tax
Exempt Obligations" pursuant to the Internal Revenue Code of the
United States, the Issuer designates the Series 1988B Bonds as
qualified tax-exempt obligations and represents that the
reasonably anticipated amount of tax exempt governmental and Code
Section 501 (c) 3 obligations which will be issued during the
current calendar year will not exceed Ten (10) Million Dollars.
The Series 1989A Bonds are not similarly designated.
Section 23 . 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.
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AHLERS,COONEY,DOEWEILER,HAYNIE,SMITH&ALLBEE
ATTORNEYS AT LAW DES MOINES,IOWA
Section 24 . 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 25. Modification of Resolution. 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.
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/Auditor.
Whenever at any time within one year from the date of the
mailing of said notice there shall be filed with the City
Clerk/Auditor 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
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AHLERS,COONEY,DORWEILER,HAYNIE,SMITH&ALLBEE
ATTORNEYS AT LAW DES MOINES,IOWA
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/Auditor.
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 26. Consent.
A. Consent of AMBAC Indemnity
Any provision of this Resolution expressly recognizing
or granting rights in or to AMBAC Indemnity may not be
amended in any manner which affects the rights of AMBAC
Indemnity hereunder without the prior written consent of
AMBAC Indemnity.
B. Consent of AMBAC Indemnity in Addition to Bondholder
Consent
Unless otherwise provided in this Section, AMBAC
Indemnity's consent shall be required in addition to
Bondholder consent, when required, for the following
purposes: (i) execution and delivery of any supplemental
resolution and (ii) initiation or approval of any action not
described in (i) above which requires Bondholder consent.
C. Consent of AMBAC Indemnity Upon Default.
Anything in this Resolution to the contrary
notwithstanding, upon the occurrence and continuance of an
event of default as defined herein, AMBAC Indemnity shall be
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AHLERS,COONEY,DORWEILER,HAYNIE,SMITH&ALLBEE
ATTORNEYS AT LAW DES MOINES,IOWA
entitled to control and direct the enforcement of all rights
and remedies granted to the Bondholders or the Trustee of the
benefit of the Bondholders under this Resolution, including,
without limitation, acceleration of the principal of the
Bonds as described in this Resolution and the right to annul
any declaration of acceleration, and AMBAC Indemnity shall
also be entitled to approve all waivers of events of default.
Section 27 . Parties Interested Herein. Nothing in this
Resolution, expressed or implied, is intended or shall be
construed to confer upon or to give to, any person or entity,
other than the Issuer, AMBAC Indemnity, the Paying Agent and the
registered owners of the Bonds, any right, remedy or claim under
or by reason of this Resolution or any covenant, condition or
stipulation hereof, and all covenants, stipulations, promises and
agreements in this Resolution contained by and on behalf of the
Issuer shall be for the sole and exclusive benefit of the Issuer,
AMBAC Indemnity, the Paying Agent and the registered owners of the
Bonds.
Section 28 . 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 29. 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.
Adopted and approved this llth day of December
1989 .
/
112„=N-w < `/?7 f�t �i-
Mayor, Bernard L. McKinley/
ATTESTS �^ l
City' Cle /Auditor
Larry . Burger
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ATTORNEYS AT LAW DES MOINES,IOWA
9
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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 com-
mencement 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 13th day of December , 1989 .
Cit Cle Waterlo , Iowa
Latry .Burger
SEAL
AHLERS,COONEY,DORWEILER,HAYNIE,SMITH&ALLBEE
ATTORNEYS AT LAW DES MOINES,IOWA