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HomeMy WebLinkAbout1990-674-12.10.1990 SIMM: (This Notice to be posted) NOTICE AND CALL OF PUBLIC MEETING Governmental Body: The City Council of Waterloo, Iowa. Date of Meeting: December 10, 1990 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: $4 , 125, 000 Sewer Revenue Bonds - Series 1990. - 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. City C /Audit /Treasurer, Wat r o , Iowa Larry . Burg AHLERS.COON E Y.DORWEILER.HAYNIE,SMITH R ALLBEE.P.C. ATTORNEYS AT LAW DES MOINES,IOWA December in , 1990 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: Dell, Fox, Angel, Wright, Bud,ak, Brown Absent: Buck * * * * * * * -1- 1HLF.RS,COONEY.DOHWEILER,HAYNIE.SMITH&ALLBEE,PC. ATTORNEYS AT LAW DES MOINES,IOWA Council Member Budak 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: Dell, Fox, Angel, Wright, Budak, Brown ABSENT 'W : Buck Member Budak introduced the following Resolution entitled "A RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $4 , 125, 000 SEWER REVENUE BONDS, SERIES 1990, 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: Dell, Fox, Angel, Wright, Budak, Brown ABSENT ANYYM Buck Whereupon the Mayor declared the following Resolution duly adopted: RESOLUTION NO. 1990-674 A RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $4, 125, 000 SEWER REVENUE BONDS, SERIES 1990, 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 -2- AHLERS,COONEY,DORWEILER,HAYNIE,SMITH&ALLBEE.PC. ATTORNEYS AT LAW DES MOINES,IOWA WHEREAS, Issuer proposes to issue its Revenue Bonds to the extent of $4 , 125, 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, October 10, 1988 and December 11, 1989, 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 $4 , 125, 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 said 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 $4 , 125, 000 Sewer Revenue Bonds, Series 1990. (b) "Clerk" shall mean the City Clerk/Auditor/Treasurer 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 -3- AHLERS,COONEY.DOR\VEILER,HAYNIE.SMITH&ALLBEE.P.C. 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, October 15, 1988 and December 1, 1989, issued in accordance with Resolutions numbered 1985 - 700, 1986 - 373 , 1988 - 576 and 1989 - 670, adopted December 9, 1985, June 23 , 1986, October 10, 1988 and December 11, 1989, $6, 130, 000, $915, 000, $3 , 340, 000 and $1, 995, 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; -4- 1HLERS,COONEY.DORWEILER,HAYNIE.SMITH&ALLBEE,P.C. ATTORNEYS AT LAW DES MOINES,IOWA (n) "Registrar" shall be The National Bank of Waterloo of Waterloo, 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; (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 1990, to be designated "Sewer Revenue Bond, Series 1990", in the aggregate amount of $4 , 125, 000 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 payable in any manner by taxation and the Issuer shall be in no -5- AHLEHS.COO EI.DORIVEILER.HAYNIE.SMITH&ALLBEE.P.C. ATTORNEYS AT LAW DES MOINES,IOWA 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 $4, 125, 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 15, 1990, and bear interest from the date thereof, until payment thereof, at the office of the Paying Agent, said interest payable on November 1, 1991 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/Treasurer, 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: Interest Principal Maturity Rate Amount May 1st 6. 60% $160, 000 1993 6. 70% 170, 000 1994 6. 70% 165, 000 1995 6. 70% 180, 000 1996 6.70% 190, 000 1997 6. 70% 200, 000 1998 6. 70% 205, 000 1999 6. 70% 175, 000 2000 6. 70% 165, 000 2001 6. 70% 180, 000 2002 6. 75% 190, 000 2003 6. 80% 250, 000 2004 6. 80% 250, 000 2005 6. 80% 750, 000 2006 6. 80% 895, 000 2007 -6- AHLERS,GOONEY,DORWEILER,HAYNIE,SMITH&ALLBEE,P.C. ATTORNEYS AT LAW DES MOINES.IOWA Section 6. Redemption. Bonds maturing on and after May 1, 2000, may be called for redemption by the Issuer and paid before maturity on any date on or after May 1, 1999, 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 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. (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 -7- MILERS.COO:\EY DORI EILER,HAINIE.SYNTH&ALL BEE.PC. ATTORNEYS AT LAW DES MOINES,IOWA the same rate and maturing on the same date or dates shall be delivered by the Registrar. (c) Registration of Transferred Bonds. In all cases of the transfer of the Bonds, the Registrar shall register, at the earliest practicable time, on the Registration Books, the Bonds, in accordance with the provisions of this Resolution. (d) Ownership. As to any Bond, the person in whose name the ownership of the same shall be registered on the Registration Books of the Registrar shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Bonds and the premium, if any, and interest thereon shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid. (e) Cancellation. All Bonds which have been redeemed shall not be reissued but shall be cancelled by the Registrar. All Bonds which are cancelled by the Registrar shall be destroyed and a certificate of the destruction thereof shall be furnished promptly to the Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the cancelled Bonds to the Issuer. (f) Non-Presentment of Bonds. In the event any payment check representing payment of principal of or interest on the Bonds is returned to the Paying Agent or is not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such principal of or interest on Bonds shall have been made available to the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Bonds shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without 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. -8- AHLERS,COONEY,DORM EILER,HAYNIE,SMITH&ALLBEE,P.C. ATTORNEYS AT LAW DES MOINES,IOWA 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 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/Treasurer 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; -9- AHLERS.C00\EY.DORM FILER.HAINIE.SMITH&1LLBEE.P.C. ATTORNEYS AT LAW DES MOINES,IOWA 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. -10- AHLERS,GOONEY,DORM EILER,HAYNIE,SMITH&ALLBEE,P.C. 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) 1 (3) (4) (5) / / / / / / / / / / (9) / / / / / / / / (9a) / / / / / / / / (10) / / (continued on the back of this Bond) / / / / / / (11) (12) (13) (14) (15) / / / / / /////////////////////////////////////////////////////////// / FIGURE 1 (Front) -11- AHLERS,COONEY.DORWEILER,HAYNIE.SMITH&ALLBEE,P.C. ATTORNEYS AT LAW DES MOINES,IOWA (10) (16) (17) (Continued) FIGURE 2 (Back) -12- AHLERS,COONEY.DORWEILER,HAYNIE,SMITH&ALLBEE.P.C. 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 1990" Item 2, figure 1 = Rate: Item 3 , figure 1 = Maturity: Item 4 , figure 1 = Bond Date: December 15, 1990 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, 1991, 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 on and after May 1, 2000, may be called for redemption by the Issuer and paid before maturity on any date on or after May 1, 1999 , from any funds regardless of source, in -13- AHLERS.COONEY,DOM%EILER,HAYNIE,SMITH&ALLREE,P.C. ATTORNEYS AT LAW DES MOINES,IOWA whole or from time to time in part, in any 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. This 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. -14- AHLERS.GOONEY,PORI1 EILER,MYNIE.SMITH&ALLBEE,P.G. 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/Treasurer, 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. THE NATIONAL BANK OF WATERLOO By Registrar Item 13 , figure 1 = Registrar and Transfer Agent: The National Bank of Waterloo Paying Agent: The 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's facsimile signature City Clerk/Auditor/Treasurer 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. -15- 1H LERS.COONE Y".DORI\EIL ER,H AIN I E,S 1IITH&ALLREE.PC. 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/Treasurer [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) -16- 1HLER5,COONEY,1ORWEILER.HAYNIE,S'MITH&ALLBEE.Y.C. 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 -17- AHLERS,GOONEY.DORM EILER.HAYNIE,SMITH&_1LLBEE,P.C. ATTORNEYS AT LAW DES MOINES,IOWA the Reserve Fund hereinafter established to the extent of ten percent of the proceeds of the sale of the Bonds. 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-five 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, October 10, 1988 and December 11, 1989, 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, October 15, 1988 and December 1, 1989, 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, October 15, 1988 and December 1, 1989, 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, October 15, 1988 and December 11, 1989 are hereby ratified, confirmed, adopted and incorporated herein as a part of this -18- AHLERS,COONEY,I)ORWEILER.HAYNIE,SMITH&ALL BEE,P.C. ATTORNEYS AT LAW DES MOINES,IOWA Resolution. Consistent with 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 -19- 1HLERS.GOONEY.DORICEILER,HAYNIE.St11ITH&:1LLBEE.PC. ATTORNEYS AT LAW DES MOINES.IOWA principal of and interest on the Bonds and Parity Bonds as the same shall become due and payable. (c) Reserve Fund. Money in the Revenue Fund shall 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 of the issues dated December 1, 1985 and June 1, 1986, 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 $15, 000; provided, however, that when the amount of said deposits in said fund shall equal or exceed $450, 000, no further monthly deposits need be made into the Improvement Fund except to maintain it at such level. Money in the Improvement Fund not otherwise 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 -20- AHLERS,COO\ET,DORWEILER.HAYNIE.S)1ITH&AI:LBEE,PC1. ATTORNEYS AT LAW DES MOINES.IOWA so use money in the Improvement Fund, the payments required above shall be continued or resumed until it shall have been restored to the required minimum amount. (e) Subordinate Obligations. Money in the Revenue Fund may next be used to pay principal of and interest on (including reasonable reserves therefor) any other obligations which by their terms shall be payable from the revenues of the System, but subordinate to the Bonds and Parity Bonds, and which have been issued for the purposes of extensions and improvements to the System or to retire the Bonds or Parity Bonds in advance of maturity, or to pay for extraordinary repairs or replacements to the System. (f) Surplus Revenue. All money thereafter remaining in the Revenue Fund at the close of each month may be deposited in any of the funds created by this Resolution, 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 -21- \HLERS.COONEI',DOR11'EILER.HAINIE.SMITH&1LLBEE.P.C. ATTORNEYS AT LAW DES MOINES.IOWA 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 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 the 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 Investors Service, Inc. issued by -22- AHLERS,COONEY.DORM'EILER.HAYNIE,SMITH&ALLBEE,P.C. ATTORNEYS AT LAW DES MOINES.IOWA 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 have a rating on their short term certificates of deposit on the date of purchase 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 Investors Service, Inc. 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 Investors Service, Inc. or any successors thereto; or (B) (i) which are fully 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 payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (ii) which 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 -23- AHLERS,COONEY,DORN\EILER.HAYNIE,SMITH&ALLBEE,RC. ATTORNEYS AT LAW DES MOINES,IOWA 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] with notice to Standard & Poor's Corporation; and (9) Other forms of Investments approved in writing by AMBAC with notice to Standard & Poor's Corporation. 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 and the Paying Agent shall comply with the following provisions: -24- AHLERS,COONEY.DORWEILER,HAYNIE.SMITH&ALLBEE.P.C. ATTORNEYS AT LAW DES MOINES,IOWA (a) at least five (5) days 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, they 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 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 -25- 1HLERS,COONEY.DORWEILER,HAYNIE.SMITH&ALLBEE,P.C. ATTORNEYS AT LAW DES MOINES.IOWA 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 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, 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 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 -26- AHLERS,COONEY,DORWEILER.HAYNIE,SMITH&ALLREE,P.C. ATTORNEYS AT LAW DES MOINES.IOWA 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 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 Bonds as "Qualified Tax Exempt Obligations" pursuant to the Internal Revenue Code of the United States, the Issuer designates the 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. 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 -27- AHLEHS,COONEY",DORWEILER,HAYNIE,SMITH&ALLREE,P.O. ATTORNEYS AT LAW DES MOINES,IOWA obligations to be redeemed shall have been previously published or provisions shall have been made for such publication. Upon such payment or deposit of money or securities, or both, in the amount and manner provided by this Section, all liability of the Issuer with respect to the Bonds or Parity Bonds shall cease, determine and be completely discharged, and the holders thereof shall be entitled only to payment out of the money or securities so deposited. Section 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/Treasurer. -28- AHLERS,COONEY.DORM EILER,HAYNIE,SMITH&ALLREE,P.C. ATTORNEYS AT LAW DES MOINES,IOWA 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/Treasurer an instrument or instruments executed by the holders of at least two-thirds in aggregate principal amount of the Bonds then outstanding as in this Section defined, which instrument or instruments shall refer to the proposed amendatory Resolution described in said notice and shall specifically consent to and approve the adoption thereof, thereupon, but not otherwise, the governing body of the Issuer may adopt such amendatory Resolution and such Resolution shall become effective and binding upon the holders of all of the Bonds and Parity Bonds. Any consent given by the holder of a Bond pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the instrument evidencing such consent and shall be conclusive and binding upon all future holders of the same Bond during such period. Such consent may be revoked at any time after six months from the date of such instrument by the holder who gave such consent or by a successor in title by filing notice of such revocation with the City Clerk/Auditor/Treasurer. 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 -29- AHLERS,COONEY.1ORWEILER,HAYNIE,SMITH&ALL BEE,P.C. ATTORNEYS AT LAW DES MOINES,IOWA 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 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 . Notices to be Given to AMBAC Indemnity. While the Municipal Bond Insurance Policy is in effect, the Issuer shall furnish to AMBAC Indemnity: (a) 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; (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; and (c) such additional information it may reasonably request. The Paying Agent shall notify AMBAC Indemnity of any failure of the Issuer to provide relevant notices, certificates, etc. The Issuer will permit AMBAC Indemnity to discuss the affairs, finances and accounts of the Issuer or any information AMBAC Indemnity may reasonably request regarding the security for the Bonds with appropriate officers of the Issuer. The Issuer will permit AMBAC Indemnity to have access to and to make copies of all books and records relating to the Bonds at any reasonable time. AMBAC Indemnity 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 Indemnity 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 -30- AHLERS,COONEY,DORWEILER,HAYNIE,SMITH&ALLBEE,P.C. ATTORNEYS AT LAW DES MOINES,IOWA pursued, but only if such extension would not materially adversely affect the interests of any registered owner of the Bonds. Notwithstanding any other provision of this Resolution, the Paying Agent shall immediately notify AMBAC Indemnity 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. Section 28 . 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 29 . Severability. If any section, paragraph, or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions. Section 30. 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 10th day of December 1990. t. eel nrd L. McKinley B Y ATTEST: 'Ns') ity le /Auditor/ easurer Larry P,. urger c11310014rm1 231 �� -31- AHLERS,COONEY,DORM EILER,HAYNIE,SMITH&ALLBEE,P.C. ATTORNEYS AT LAW DES MOINES.IOWA CIG-3 4-85 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 12th day of December , 1990. City Cle , Waterlo Iowa Lar y urger SEAL i✓ c1131014rmr10251133 aHLERS,COONEY,DORWEILER,HAYNIE,SMITH&ALLBEE.P.C. ATTORNEYS AT LAW DES MOINES,IOWA