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NOTICE AND CALL OF PUBLIC MEETING
Governmental Body: The City Council of the City of Waterloo, State of Iowa.
Date of Meeting: June 14 , 2010.
Time of Meeting: 5:30 o'clock P.M.
Place of Meeting: Council Chambers, City Hall, Waterloo, Iowa
PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental
body will meet at the date, time and place above set out. The tentative agenda for the
meeting is as follows:
$4,520,000 General Obligation Refunding Bonds, Series 2010B.
• Approval of Tax Exemption Certificate.
• Approval of Continuing Disclosure Certificate.
• Resolution authorizing the issuance.
Such additional matters as are set forth on the additional 22 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 the governmental body.
:aL 01j -C_____
Suzy Sch es, City Clerk, City of Waterloo,
State of Iowa
June 14 , 2010
The City Council of the City of Waterloo, State of Iowa, met in regular session,
in the Council Chambers, City Hall, Waterloo, Iowa, at 5:30 o'clock P.M., on the
above date. There were present Mayor Ernest G. Clark , in the chair, and the
following named Council Members:
Cole, Getty, Jones, Greenwood, Schmitt, Welper, Hart
Absent: none
Council Member Hart moved that the form of Tax Exemption
Certificate be placed on file and approved. Council Member Cole seconded
the motion. The roll was called and the vote was,
AYES: Cole, Getty, Jones, Greenwood, Schmitt, Welper,
Hart
NAYS: none
Council Member Hart moved that the form of Continuing
Disclosure Certificate be placed on file and approved. Council Member
Cole seconded the motion. The roll was called and the vote was,
AYES: Cole, Getty, Jones, Greenwood, Schmitt, Welper,
Hart
NAYS: none
Council Member Hart introduced the following Resolution
entitled "RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE
OF $4,820,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2010B,
AND LEVYING A TAX TO PAY SAID BONDS" and moved that it be adopted.
Council Member Cole
called thereon, the vote was as follows:
seconded the motion to adopt, and the roll being
AYES: Cole, Getty, Jones, Greenwood, Schmitt, Welper,
Hart
NAYS: none
Whereupon, the Mayor declared said Resolution duly adopted as follows:
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RESOLUTION NO. 2010-478
RESOLUTION AUTHORIZING AND PROVIDING FOR THE
ISSUANCE OF $4,820,000 GENERAL OBLIGATION REFUNDING
BONDS, SERIES 2010B, AND LEVYING A TAX TO PAY SAID
BONDS
WHEREAS, the Issuer is duly incorporated, organized and exists under and by
virtue of the laws and Constitution of the State of Iowa; and
WHEREAS, the Issuer is in need of funds to pay costs of refunding and
refinancing of certain outstanding City indebtedness, consisting of the General Obligation
Bonds, Series 2002A, dated as of June 1, 2002, an essential corporate purpose, and it is
deemed necessary and advisable that General Obligation Refunding Bonds, Series
2010B, to the amount of $4,820,000 be authorized for said purpose; and
WHEREAS, pursuant to notice published as required by Section 384.25 of said
Code, this Council has held a public meeting and hearing upon the proposal to institute
proceedings for the issuance of the Bonds, and the Council is therefore now authorized to
proceed with the issuance of said Bonds; and
WHEREAS, pursuant to the provisions of Chapter 75 of the Code of Iowa, the
above mentioned Bonds were heretofore sold at public sale and action should now be
taken to issue said Bonds conforming to the terms and conditions of the best bid received
at the advertised public sale.
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY
OF WATERLOO, 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:
❑ "Authorized Denominations" shall mean $5,000 or any integral
multiple thereof
❑ "Beneficial Owner" shall mean the person in whose name such Bond
is recorded as the beneficial owner of a Bond by a Participant on the records of
such Participant or such person's subrogee.
❑ "Bond Fund" shall mean the fund created in Section 3 of this
Resolution.
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❑ "Bonds" shall mean $4,820,000 General Obligation Refunding
Bonds, Series 2010B, authorized to be issued by this Resolution.
❑ "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any
successor nominee of DTC with respect to the Bonds.
0 "Continuing Disclosure Certificate" shall mean that certain
Continuing Disclosure Certificate executed by the Issuer and dated the date of
issuance and delivery of the Bonds, as originally executed and as it may be
amended from time to time in accordance with the terms thereof.
❑ "Depository Bonds" shall mean the Bonds as issued in the form of
one global certificate for each maturity, registered in the Registration Books
maintained by the Registrar in the name of DTC or its nominee.
❑ "DTC" shall mean The Depository Trust Company, New York, New
York, a limited purpose trust company, or any successor book -entry securities
depository appointed for the Bonds.
❑ "Issuer" and "City" shall mean the City of Waterloo, State of Iowa.
0 "Participants" shall mean those broker-dealers, banks and other
financial institutions for which DTC holds Bonds as securities depository.
❑ "Paying Agent" shall mean Wells Fargo Bank, N.A., or such:
successor as may be approved by Issuer as provided herein and who shall carry out
the duties prescribed herein as Issuer's agent to provide for the payment of
principal of and interest on the Bonds as the same shall become due.
❑ "Project Fund" shall mean the fund into which a portion of the
proceeds that will be used, together with interest earnings thereon, to pay the
principal, interest and redemption premium, if any, on the Refunded Bonds.
❑ "Rebate Fund" shall mean the fund so defined in and established
pursuant to the Tax Exemption Certificate.
❑ "Refunded Bonds" shall mean the General Obligation Bonds, Series
2002A, dated June 1, 2002.
❑ "Refunding Trust Agreement" shall mean the Agreement with the
Trustee approved pursuant to Section 4 hereof.
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❑ "Registrar" shall mean Wells Fargo Bank, N.A. of Des Moines,
Iowa, or such successor as may be approved by Issuer as provided herein and who
shall carry out the duties prescribed herein with respect to maintaining a register of
the owners of the Bonds. Unless otherwise specified, the Registrar shall also act as
Transfer Agent for the Bonds.
❑ "Representation Letter" shall mean the Blanket Issuer Letter of
Representations executed and delivered by the Issuer to DTC on file with DTC.
0 "Resolution" shall mean this resolution authorizing the Bonds.
❑ "Tax Exemption Certificate" shall mean the Tax Exemption
Certificate executed by the Treasurer and delivered at the time of issuance and
delivery of the Bonds.
❑ "Treasurer" shall mean the City Treasurer or such other officer as
shall succeed to the same duties and responsibilities with respect to the recording
and payment of the Bonds issued hereunder.
❑ "Trustee" shall mean Wells Fargo Bank, N.A. of Des Moines, Iowa
or such successor as may be approved by Issuer as provided in the Refunding
Trust Agreement.
Section 2. Levy and Certification of Annual Tax; Other Funds to be Used.
(a) Lew of Annual Tax. That for the purpose of providing funds to pay
the principal and interest of the Bonds hereinafter authorized to be issued, there is
hereby levied for each future year the following direct annual tax on all of the
taxable property in Waterloo, Iowa, to -wit:
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AMOUNT
$495,765*
$637,955
$652,355
$760,105
$989,333
$732,503
$957,908
FISCAL YEAR (JULY 1 TO JUNE 30)
YEAR OF COLLECTION
2010/2011
2011/2012
2012/2013
2013/2014
2014/2015
2015/2016
2016/2017
*A levy for fiscal year 2010/2011 has been included in the budget
previously certified and will be used together with available city
funds to pay the principal and interest of the Bonds coming due in
2010/2011.
(NOTE: For example the levy to be made and certified against the taxable
valuations of January 1, 2010 will be collected during the fiscal year commencing
July 1, 2011.)
(b) Resolution to be Filed With County Auditor. A certified copy of this
Resolution should be filed with the County Auditor of Black Hawk County, State
of Iowa, and said Auditor is hereby instructed in and for each of the years as
provided, to levy and assess the tax hereby authorized in Section 2 of this
Resolution, in like manner as other taxes are levied and assessed, and such taxes
so levied in and for each of the years aforesaid be collected in like manner as other
taxes of the City are collected, and when collected be used for the purpose of
paying principal and interest on said Bonds issued in anticipation of said tax, and
for no other purpose whatsoever.
(c) Additional City Funds Available. Principal and interest coming due
at any time when the proceeds of said tax on hand shall be insufficient to pay the
same shall be promptly paid when due from current funds of the City available for
that purpose and reimbursement shall be made from such special fund in the
amounts thus advanced.
Section 3. Bond Fund. Said tax shall be collected each year at the same time and
in the same manner as, and in addition to, all other taxes in and for the City, and when
collected they shall be converted into a special fund within the Debt Service Fund to be
known as the "GENERAL OBLIGATION REFUNDING BOND FUND 2010B" (the
'Bond Fund"), which is hereby pledged for and shall be used only for the payment of the
principal of and interest on the Bonds hereinafter authorized to be issued; and also there
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shall be apportioned to said fund its proportion of taxes received by the City from
property that is centrally assessed by the State of Iowa.
Section 4. Application of Bond Proceeds. Proceeds of the Bonds other than
accrued interest except as may be provided below shall be credited to the Refunding
Trust Agreement with Trustee and expended therefrom in accordance with the Refunding
Trust Agreement. Proceeds invested shall mature before the date on which the moneys
are required for payment of principal and interest on the Refunded Bonds. The Mayor
and City Clerk are hereby authorized and directed to execute the Refunding Trust
Agreement, in substantially the form attached hereto and incorporated herein by this
reference.
Section 5. Investments of Bond Fund Proceeds. All moneys held in the Bond
Fund, provided for by Section 3 of this Resolution shall be invested in investments
permitted by Chapter 12B, Code of Iowa, 2009 (formerly Chapter 452, Code of Iowa, as
amended) or deposited in financial institutions which are members of the Federal Deposit
Insurance Corporation and the deposits in which are insured thereby and all such deposits
exceeding the maximum amount insured from time to time by FDIC or its equivalent
successor in any one financial institution shall be continuously secured in compliance
with Chapter 12C of the Code of Iowa, 2009, as amended or otherwise by a valid pledge
of direct obligations of the United States Government having an equivalent market value.
All such interim investments shall mature before the date on which the moneys are
required for payment of principal of or interest on the Bonds as herein provided.
Section 6. Bond Details, Execution and Redem tp ion.
(a) Bond Details. General Obligation Refunding Bonds of the City in the
amount of $4,820,00.0, shall be issued pursuant to the provisions of Section 384.25 of the
City Code of Iowa for the aforesaid purpose. The Bonds shall be designated "GENERAL
OBLIGATION REFUNDING BOND, SERIES 2010B", be dated the date of delivery,
and bear interest from the date thereof, until payment thereof, at the office of the Paying
Agent, said interest payable on December 1, 2010, and semiannually thereafter on the 1st
day of June and December in each year until maturity at the rates hereinafter provided.
The Bonds shall be executed by the manual or facsimile signature of the Mayor
and attested by the manual or facsimile signature of the Clerk, and impressed or printed
with the seal of the City and shall be fully registered as to both principal and interest as
provided in this Resolution; principal, interest and premium, if any, shall be payable at
the office of the Paying Agent by mailing of a check to the registered owner of the Bond.
The Bonds shall be in the denomination of $5,000 or multiples thereof. The Bonds shall
mature and bear interest as follows:
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Principal
Amount
Interest
Rate
Maturity
June 1 st
$420,000
1.000%
2011
$560,000
1.000%
2012
$580,000
1.250%
2013
$695,000
1.550%
2014
$935,000
1.800%
2015
$695,000
2.100%
2016
$935,000
2.450%
2017
(b) Redemption. The Bonds are not subject to redemption prior to maturity.
Section 7. Issuance of Bonds in Book -Entry Form; Replacement Bonds.
(a) Notwithstanding the other provisions of this Resolution regarding
registration, ownership, transfer, payment and exchange of the Bonds, unless the Issuer
determines to permit the exchange of Depository Bonds for Bonds in the Authorized
Denominations, the Bonds shall be issued as Depository Bonds in denominations of the
entire principal amount of each maturity of Bonds (or, if a portion of said principal
amount is prepaid, said principal amount less the prepaid amount); and such Depository
Bonds shall be registered in the name of Cede & Co., as nominee of DTC. Payment of
semi-annual interest for any Depository Bond shall be made by wire transfer or New
York Clearing House or equivalent next day funds to the account of Cede & Co. on the
interest payment date for the Bonds at the address indicated in or pursuant to the
Representation Letter.
(b) With respect to Depository Bonds, neither the Issuer nor the Paying Agent
shall have any responsibility or obligation to any Participant or to any Beneficial Owner.
Without limiting the immediately preceding sentence, neither the Issuer nor the Paying
Agent shall have any responsibility or obligation with respect to (i) the accuracy of the
records of DTC or its nominee or of any Participant with respect to any ownership
interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any
other person, other than DTC or its nominee, of any notice with respect to the Bonds, (iii)
the payment to any Participant, any Beneficial Owner or any other person, other than
DTC or its nominee, of any amount with respect to the principal of, premium, if any, or
interest on the Bonds, or (iv) the failure of DTC to provide any information or
notification on behalf of any Participant or Beneficial Owner.
The Issuer and the Paying Agent may treat DTC or its nominee as, and deem DTC
or its nominee to be, the absolute owner of each Bond for the purpose of payment of the
principal of, premium, if any, and interest on such Bond, for the purpose of all other
matters with respect to such Bond, for the purpose of registering transfers with respect to
such Bonds, and for all other purposes whatsoever (except for the giving of certain Bond
holder consents, in accordance with the practices and procedures of DTC as may be
applicable thereto). The Paying Agent shall pay all principal of, premium, if any, and
interest on the Bonds only to or upon the order of the Bondholders as shown on the
Registration Books, and all such payments shall be valid and effective to fully satisfy and
discharge the Issuer's obligations with respect to the principal of, premium, if any, and
interest on the Bonds to the extent so paid. Notwithstanding the provisions of this
Resolution to the contrary (including without limitation those provisions relating to the
surrender of Bonds, registration thereof, and issuance in Authorized Denominations), as
long as the Bonds are Depository Bonds, full effect shall be given to the Representation
Letter and the procedures and practices of DTC thereunder, and the Paying Agent shall
comply therewith.
(c) Upon (i) a determination by the Issuer that DTC is no longer able to carry
out its functions or is otherwise determined unsatisfactory, or (ii) a determination by DTC
that the Bonds are no longer eligible for its depository services or (iii) a determination by
the Paying Agent that DTC has resigned or discontinued its services for the Bonds, if
such substitution is authorized by law, the Issuer shall (A) designate a satisfactory
substitute depository as set forth below or, if a satisfactory substitute is not found, (B)
provide for the exchange of Depository Bonds for replacement Bonds in Authorized
Denominations.
(d) To the extent authorized by law, if the Issuer determines to provide for the
exchange of Depository Bonds for Bonds in Authorized Denominations, the Issuer shall
so notify the Paying Agent and shall provide the Registrar with a supply of executed
unauthenticated Bonds to be so exchanged. The Registrar shall thereupon notify the
owners of the Bonds and provide for such exchange, and to the extent that the Beneficial
Owners are designated as the transferee by the owners, the Bonds will be delivered in
appropriate form, content and Authorized Denominations to the Beneficial Owners, as
their interests appear.
(e) Any substitute depository shall be designated in writing by the Issuer to the
Paying Agent. Any such substitute depository shall be a qualified and registered "clearing
agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended.
The substitute depository shall provide for (i) immobilization of the Depository Bonds,
(ii) registration and transfer of interests in Depository Bonds by book entries made on
records of the depository or its nominee and (iii) payment of principal of, premium, if
any, and interest on the Bonds in accordance with and as such interests may appear with
respect to such book entries.
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Section 8. Registration of Bonds; Appointment of Registrar; Transfer; Ownership
Delivery; and Cancellation.
(a) Registration. The ownership of Bonds may be transferred only by the
making of an entry upon the books kept for the registration and transfer of ownership of
the. Bonds, and in no other way. Wells Fargo Bank, National Association is hereby
appointed as Bond Registrar under the terms of this Resolution and under the provisions
of a separate agreement with the Issuer filed herewith which is made a part hereof by this
reference. Registrar shall maintain the books of the Issuer for the registration of
ownership of the Bonds for the payment of principal of and interest on the Bonds as
provided in this Resolution. All Bonds shall be negotiable as provided in Article 8 of the
Uniform Commercial Code and Section 384.31 of the Code of Iowa, subject to the
provisions for registration and transfer contained in the Bonds and in this Resolution.
(b) Transfer. The ownership of any Bond may be transferred only upon the
Registration Books kept for the registration and transfer of Bonds and only upon
surrender thereof at the office of the Registrar together with an assignment duly executed
by the holder or his duly authorized attorney in fact in such form as shall be satisfactory
to the Registrar, along with the address and social security number or federal employer
identification number of such transferee (or, if registration is to be made in the name of
multiple individuals, of all such transferees). In the event that the address of the
registered owner of a Bond (other than a registered owner which is the nominee of the
broker or dealer in question) is that of a broker or dealer, there must be disclosed on the
Registration Books the information pertaining to the registered owner required above.
Upon the transfer of any such Bond, a new fully registered Bond, of any denomination or
denominations permitted by this Resolution in aggregate principal amount equal to the
unmatured and unredeemed principal amount of such transferred fully registered Bond,
and bearing interest at the same rate and maturing on the same date or dates shall be
delivered by the Registrar.
(c) Registration of Transferred Bonds. In all cases of the transfer of the Bonds,
the Registrar shall register, at the earliest practicable time, on the Registration Books, the
Bonds, in accordance with the provisions of this Resolution.
(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.
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(e) Cancellation. All Bonds which have been redeemed shall not be reissued
but shall be cancelled by the Registrar. All Bonds which are cancelled by the Registrar
shall be destroyed and a certificate of the destruction thereof shall be furnished promptly
to the Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the
cancelled Bonds to the Issuer.
(f) Non -Presentment of Bonds. In the event any payment check representing
payment of principal of or interest on the Bonds is returned to the Paying Agent or if any
bond is not presented for payment of principal at the maturity or redemption date, if funds
sufficient to pay such principal of or interest on Bonds shall have been made available to
the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the
owner thereof for such interest or payment of such Bonds shall forthwith cease, terminate
and be completely discharged, and thereupon it shall be the duty of the Paying Agent to
hold such funds, without liability for interest thereon, for the benefit of the owner of such
Bonds who shall thereafter be restricted exclusively to such funds for any claim of
whatever nature on his part under this Resolution or on, or with respect to, such interest
or Bonds. The Paying Agent's obligation to hold such funds shall continue for a period
equal to two years and six months following the date on which such interest or principal
became due, whether at maturity, or at the date fixed for redemption thereof, or
otherwise, at which time the Paying Agent, shall surrender any remaining funds so held
to the Issuer, whereupon any claim under this Resolution by the Owners of such interest
or Bonds of whatever nature shall be made upon the Issuer.
(g) Registration and Transfer Fees. The Registrar may furnish to each owner, at
the Issuer's expense, one bond for each annual maturity. The Registrar shall furnish
additional bonds in lesser denominations (but not less than the minimum denomination)
to an owner who so requests.
Section 9. Reissuance of Mutilated, Destroyed Stolen or Lost Bonds. In case any
outstanding Bond shall become mutilated or be destroyed, stolen or lost, the Issuer shall
at the request of Registrar authenticate and deliver a new Bond of like tenor and amount
as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such
mutilated Bond to Registrar, upon surrender of such mutilated Bond, or in lieu of and
substitution for the Bond destroyed, stolen or lost, upon filing with the Registrar evidence
satisfactory to the Registrar and Issuer that such Bond has been destroyed, stolen or lost
and proof of ownership thereof, and upon furnishing the Registrar and Issuer with
satisfactory indemnity and complying with such other reasonable regulations as the Issuer
or its agent may prescribe and paying such expenses as the Issuer may incur in
connection therewith.
Section 10. Record Date. Payments of principal and.interest, otherwise than upon
full redemption, made in respect of any Bond, shall be made to the registered holder
thereof or to their designated agent as the same appear on the books of the Registrar on
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the 15th day preceding the payment date. All such payments shall fully discharge the
obligations of the Issuer in respect of such Bonds to the extent of the payments so made.
Payment of principal shall only be made upon surrender of the Bond to the Paying Agent.
Section 11. Execution, Authentication and Delivery of the Bonds Upon the
adoption of this Resolution, the Mayor and Clerk shall execute and deliver the Bonds to
the Registrar, who shall authenticate the Bonds and deliver the same to or upon order of
the Purchaser. No Bond shall be valid or obligatory for any purpose or shall be entitled to
any right or benefit hereunder unless the Registrar shall duly endorse and execute on such
Bond a Certificate of Authentication substantially in the form of the Certificate herein set
forth. Such Certificate upon any Bond executed on behalf of the Issuer shall be
conclusive evidence that the Bond so authenticated has been duly issued under this
Resolution and that the holder thereof is entitled to the benefits of this Resolution.
No Bonds shall be authenticated and delivered by the Registrar unless and until
there shall have been provided the following:
1. A certified copy of the Resolution of Issuer authorizing the issuance of the
Bonds;
2. A written order of Issuer signed by the City Treasurer of the Issuer
directing the authentication and delivery of the Bonds to or upon the order
of the Purchaser upon payment of the purchase price as set forth therein;
3. The approving opinion of Ahlers & Cooney, P.C., Bond Counsel,
concerning the validity and legality of all the Bonds proposed to be issued.
Section 12. Right to Name Substitute Pa iy'ngLAgent or Registrar. Issuer reserves
the right to name a substitute, :successor Registrar or Paying Agent upon giving prompt
written notice to each registered bondholder.
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Section 13. Form of Bond. Bonds shall be printed in substantial compliance with
standards proposed by the American Standards Institute substantially in the form as
follows:
(1)
(2) (3) 1 (4) 1 1 (5)
(9)
(9a)
(10)
(Continued on the back of this Bond)
(11)(12)(13) 1 1 (14)
FIGURE 1
(Front)
13
(15)
(10) (16)
(Continued)
FIGURE 2
(Back)
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The text of the Bonds to be located thereon at the item numbers shown shall be as
follows:
Item 1, figure 1= "STATE OF IOWA"
"COUNTY OF BLACK HAWK"
"CITY OF WATERLOO"
"GENERAL OBLIGATION REFUNDING BOND"
"SERIES 2010B"
Item 2, figure 1=
Item 3, figure 1=
Item 4, figure 1=
Item 5, figure 1=
Item 6, figure 1=
Item 7, figure 1=
Item 8, figure 1=
Rate:
Maturity:
Bond Date: July 29, 2010
CUSIP No.:
"Registered"
Certificate No.
Principal Amount: $
Item 9, figure 1= The City of Waterloo, State of 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 (enter principal
amount in long form) THOUSAND DOLLARS in lawful money of the United States of
America, on the maturity date shown above, only upon presentation and surrender hereof
at the office of Wells Fargo Bank, National Association, Paying Agent of this issue, or its
successor, with interest on said sum from the date hereof until paid at the rate per annum
specified above, payable on December 1, 2010, and semiannually thereafter on the 1st
day of June and December in each year.
Interest and principal shall be paid to the registered holder of the Bond as shown
on the records of ownership maintained by the Registrar as of the 15th day preceding
such interest payment date. Interest shall be computed on the basis of a 360 -day year of
twelve 30 -day months.
This Bond is issued pursuant to the provisions of Section 384.25 of the City Code
of Iowa, for the purpose of paying costs of refunding and refinancing of certain
outstanding City indebtedness, consisting of the General Obligation Bonds, Series
2002A, dated as of June 1, 2002, in conformity to a Resolution of the Council of said
City duly passed and approved.
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Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a limited purpose trust company ("DTC"), to the Issuer or its
agent for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other Issuer as
is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
The Bonds are not subject to redemption prior to maturity.
Ownership of this Bond may be transferred only by transfer upon the books kept
for such purpose by Wells Fargo Bank, National Association, the Registrar. Such transfer
on the books shall occur only upon presentation and surrender of this Bond at the office
of the Registrar as designated below, together with an assignment duly executed by the
owner hereof or his duly authorized attorney in the form as shall be satisfactory to the
Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall,
however, promptly give notice to registered bondholders of such change. All bonds shall
be negotiable as provided in Article 8 of the Uniform Commercial Code and Section
3 84.3 1 of the Code of Iowa, subject to the provisions for registration and transfer
contained in the Bond Resolution.
This Bond is a "qualified tax-exempt obligation" designated by the City for
purposes of Section 265(b)(3)(13) 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; that provision has been made for
the levy of a sufficient continuing annual tax on all the taxable property within the
territory of the Issuer for the payment of the principal and interest of this Bond as the
same will respectively become due; that the faith, credit, revenues and resources and all
the real and personal property of the Issuer are irrevocably pledged for the prompt
payment hereof, both principal and interest; and the total indebtedness of the Issuer
including this Bond, does not exceed the constitutional or statutory limitations.
IN TESTIMONY WHEREOF, the Issuer by its Council, has caused this Bond to
be signed by the manual signature of its Mayor and attested by the manual signature of its
City Clerk, with the seal of the City impressed hereon, and to be authenticated by the
manual signature of an authorized representative of the Registrar, Wells Fargo Bank,
National Association, Des Moines, Iowa.
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Item 11, figure 1 = Date of authentication:
Item 12, figure 1 = This is one of the Bonds described in the within mentioned
Resolution, as registered by Wells Fargo Bank, National
Association.
WELLS FARGO BANK, NATIONAL ASSOCIATION,
Registrar
Authorized Signature
Item 13, figure 1 = Registrar and Transfer Agent: Wells Fargo Bank, National
Association
Paying Agent: Wells Fargo Bank, National
Association
SEE REVERSE FOR CERTAIN DEFINITIONS
Item 14, figure 1 = (Seal)
Item 15, figure 1 = (Signature Block)
CITY OF WATERLOO, STATE OF IOWA
By: (manual signature)
Mayor
ATTEST:
By: (manual signature)
City Clerk
Item 16, figure 1 = (Assignment Block)
(Information Required for Registration)
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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 must be provided in
accordance with the prevailing standards and procedures of the Registrar and
Transfer Agent. Such standards and procedures may require signature to be
guaranteed by certain eligible guarantor institutions that participate in a recognized
signature guarantee program.
INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER
Name of Transferee(s)
Address of Transferee(s)
Social Security or Tax Identification
Number of Transferee(s)
Transferee is a(n):
Individual*
Partnership
Corporation
Trust
*If the Bond is to be registered in the names of multiple individual owners, the names of
all such owners and one address and social security number must be provided.
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The following abbreviations, when used in the inscription on the face of this Bond,
shall be construed as though written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with rights of survivorship and not as tenants in common
IA UNIF TRANS MIN ACT - .......... Custodian ..........
(Cust) (Minor)
Under Iowa Uniform Transfers to Minors Act ...................
(State)
ADDITIONAL ABBREVIATIONS MAY
ALSO BE USED THOUGH NOT IN THE ABOVE LIST
Section 14. Contract Between Issuer and Purchaser. This Resolution constitutes a
contract between said City and the purchaser of the Bonds.
Section 15. Non -Arbitrage Covenants. The Issuer reasonably expects and
covenants that no use will be made of the proceeds from the issuance and sale of the
Bonds issued hereunder which will cause any of the Bonds to be classified as arbitrage
bonds within the meaning of Sections 148(a) and (b) of the Internal Revenue Code of the
United States, as amended, and that throughout the term of the Bonds it will comply with
the requirements of statutes and regulations issued thereunder.
To the best knowledge and belief of the Issuer, there are no facts or circumstances
that would materially change the foregoing statements or the conclusion that it is not
expected that the proceeds of the Bonds will be used in a manner that would cause the
Bonds to be arbitrage bonds. Without limiting the generality of the foregoing, the Issuer
hereby agrees to comply with the provisions of the Tax Exemption Certificate and the
provisions of the Tax Exemption Certificate are hereby incorporated by reference as part
of this Resolution. The Treasurer is hereby directed to make and insert all calculations
and determinations necessary to complete the Tax Exemption Certificate in all respects
and to execute and deliver the Tax Exemption Certificate at issuance of the Bonds to
certify as to the reasonable expectations and covenants of the Issuer at that date.
Section 16. Additional Covenants, Representations and Warranties of the Issuer.
The Issuer certifies and covenants with the purchasers and holders of the Bonds from
time to time outstanding that the Issuer through its officers, (a) will make such further
specific covenants, representations and assurances as may be necessary or advisable; (b)
comply with all representations, covenants and assurances contained in the Tax
Exemption Certificate, which Tax Exemption Certificate shall constitute a part of the
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contract between the Issuer and the owners of the Bonds;(c) consult with bond counsel
(as defined in the Tax Exemption Certificate); (d) pay to the United States, as necessary,
such sums of money representing required rebates of excess arbitrage profits relating to
the Bonds;(e) file such forms, statements and supporting documents as may be required
and in a timely manner; and (f) if deemed necessary or advisable by its officers, to
employ and pay fiscal agents, financial advisors, attorneys and other persons to assist the
Issuer in such compliance.
Section 17. Amendment of Resolution to Maintain Tax Exem tp ion. This
Resolution may be amended without the consent of any owner of the Bonds if, in the
opinion of bond counsel, such amendment is necessary to maintain tax exemption with
respect to the Bonds under applicable Federal law or regulations.
Section 18. Qualified Tax -Exempt Obligations. The Bonds currently refund
obligations in the principal amount of $4,725,000 previously designated by the Issuer as
"Qualified Tax -Exempt Obligations" pursuant to the Internal Revenue Code of the United
States. Pursuant to Section 265(b)(3)(D) of the Internal Revenue Code, said amount of
the Bonds shall retain said designation. For purposes of qualifying the balance of the
Bonds, the Issuer hereby designates the remaining $95,000 of Bonds as qualified tax-
exempt obligations and represents that the reasonably anticipated amount of tax-exempt
obligations which will be issued during the current calendar year will not exceed Thirty
(30) Million Dollars.
Section 19. Continuing; Disclosure. The Issuer hereby covenants and agrees that it
will comply with and carry out all of the provisions of the Continuing Disclosure
Certificate, and the provisions of the Continuing Disclosure Certificate are hereby
incorporated by reference as part of this Resolution and made a part hereof.
Notwithstanding any other provision of this Resolution, failure of the Issuer to comply
with the Continuing Disclosure Certificate shall not be considered an event of default
under this Resolution; however, any holder of the Bonds or Beneficial Owner may take
such actions as may be necessary and appropriate, including seeking specific
performance by court order, to cause the Issuer to comply with its obligations under the
Continuing Disclosure Certificate. For purposes of this section, 'Beneficial Owner"
means any person which (a) has the power, directly or indirectly, to vote or consent with
respect to, or to dispose of ownership of, any Bond (including persons holding Bonds
through nominees, depositories or other intermediaries), or (b) is treated as the owner of
any Bonds for federal income tax purposes.
Section 20. Severabilfty Clause. If any section, paragraph, clause or provision of
this Resolution be held invalid, such invalidity shall not affect any of the remaining
provisions hereof, and this Resolution shall become effective immediately upon its
passage and approval.
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Section 21. Repeal of Conflicting Resolutions or Ordinances. That all ordinances
and resolutions and parts of ordinances and resolutions in conflict herewith are hereby
repealed.
PASSED AND APPROVED this
ATTEST:
Suzy Sch s, City Clerk
14th day of June '2010.
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Ernest G. Clark, Mayor
CERTIFICATE
STATE OF IOWA )
) SS
COUNTY OF BLACK HAWK )
I, the undersigned City Clerk of the City of Waterloo, State of Iowa, do hereby
certify that attached is a true and complete copy of the portion of the corporate records of
the City showing proceedings of the City Council, and the same is a true and complete
copy of the action taken by the Council with respect to the 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 the agenda
being attached hereto) pursuant to the local rules of the Council and the provisions of
Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at
least twenty-four hours prior to the commencement of the meeting as required by 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 the 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 the City hereto affixed this 16th day of
June -52010.
Suzy hares, City Clerk, City of Waterloo,
State of Iowa
(SEAL)
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