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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:
$2,335,000 General Obligation Bonds, Taxable Series 2010C.
Approval of Continuing Disclosure Certificate.
Resolution authorizing the issuance.
Such additional matters as are set forth on the additional 23 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.
Suzy Schar s, 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 Getty_ moved that the form of Continuing
Disclosure Certificate be placed on file and approved. Council Member
Schmitt seconded the motion. The roll was called and the vote was,
AYES: Cole, Getty, Jones, Greenwood, Schmitt, Welper,
Hart
NAYS: none
Council Member Getty introduced the following Resolution
entitled "RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE
OF $2,335,000 GENERAL OBLIGATION BONDS, TAXABLE SERIES 2010C, AND
LEVYING A TAX TO PAY SAID BONDS" and moved that it be adopted. Council
Member Schmitt seconded the motion to adopt, and the roll being called
thereon, the vote was as follows:
AYES: Cole, Getty, Jones, Greenwood, Schmitt, Welper,
Hart
NAYS: none
Whereupon, the Mayor declared said Resolution duly adopted as follows:
RESOLUTION NO. 2010-480
RESOLUTION AUTHORIZING AND PROVIDING FOR THE
ISSUANCE OF $2,335,000 GENERAL OBLIGATION BONDS,
TAXABLE SERIES 2010C, AND LEVYING A TAX TO PAY SAID
BONDS
WHEREAS, the Issuer is duly incorporated, organized and exists under and by
virtue of the laws and Constitution of the State of Iowa; and
WHEREAS, the City of Waterloo, Iowa is in need of funds to pay costs of the
aiding in the planning, undertaking and carrying out of urban renewal project activities
under Chapter 403 of the Code of Iowa, as amended, and the Urban Renewal Plans for
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the Rath Tax Increment Redevelopment Area, the Logan Plaza Area, the Northeast
Industrial Park, and the Downtown Waterloo Riverfront Urban Renewal and
Redevelopment Area, including costs associated with the downtown development plan,
demolition costs, and the acquisition of properties and clearance and preparation of the
same for public and private redevelopment, and the Central Garage Facilities
Centralization project, essential corporate purpose projects, and it is deemed necessary
and advisable that the City issue general obligation bonds for said purpose to the amount
of not to exceed $2,092,000 as authorized by Section 384.24(3)(q) of the City Code of
Iowa; and
WHEREAS, pursuant to notice published as required by Section 384.24(3)(q) this
Council has held a public meeting and hearing upon the proposal to institute proceedings
for the issuance of the above described bonds, and no petitions were received calling for
an election thereon, and all objections, if any, to such Council action made by any
resident or property owner of said City were received and considered by the Council; and
it is the decision of the Council that additional action be taken for the issuance of said
bonds, and that such action is considered to be in the best interests of said City and the
residents thereof;
WHEREAS, the City of Waterloo, Iowa also is in need of funds to pay costs of
the reconstruction, renovation and improvement of Riverfront Stadium, Young Arena, the
Center for the Arts and Youth Pavillion, general corporate purpose projects, and it is
deemed necessary and advisable that the City issue general obligation bonds for said
purpose to the amount of not to exceed $621,000, as authorized by Section 384.26 of the
City Code of Iowa; and
WHEREAS, pursuant to notice published as required by Section 384.26(5) this
Council has held a public meeting and hearing upon the proposal to institute proceedings
for the issuance of the above described bonds, and no petitions were received calling for
an election thereon, and all objections, if any, to such Council action made by any
resident or property owner of said City were received and considered by the Council; and
it is the decision of the Council that additional action be taken for the issuance of said
bonds, and that such action is considered to be in the best interests of said City and the
residents thereof,
WHEREAS, the City of Waterloo, Iowa also is in need of funds to pay costs of the
reconstruction, remodeling, improvement, equipping and repairing of various City
buildings and facilities, including the Five Sullivan Brothers Center, Downtown Parking
Garages, Fire Stations, Public Library, and swimming pools renovations, general
corporate purpose projects, and it is deemed necessary and advisable that the City issue
general obligation bonds for said purpose to the amount of not to exceed $640,000, as
authorized by Section 3 84.26 of the City Code of Iowa; and
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WHEREAS, pursuant to notice published as required by Section 384.26(5) this
Council has held a public meeting and hearing upon the proposal to institute proceedings
for the issuance of the above described bonds, and no petitions were received calling for
an election thereon, and all objections, if any, to such Council action made by any
resident or property owner of said City were received and considered by the Council; and
it is the decision of the Council that additional action be taken for the issuance of said
bonds, and that such action is considered to be in the best interests of said City and the
residents thereof,
WHEREAS, the City of Waterloo, Iowa also is in need of funds to pay costs of
the improvement of City golf courses; the renovation and improvement of the Center for
the Arts; and the acquisition and installation of radio frequency ID conversion for the
Public Library, general corporate purpose projects, and it is deemed necessary and
advisable that the City issue general obligation bonds for said purpose to the amount of
not to exceed $391,000, as authorized by Section 384.26 of the City Code of Iowa; and
WHEREAS, pursuant to notice published as required by Section 384.26(5) this
Council has held a public meeting and hearing upon the proposal to institute proceedings
for the issuance of the above described bonds, and no petitions were received calling for
an election thereon, and all objections, if any, to such Council action made by any
'resident or property owner of said City were received and considered by the Council; and
it is the decision of the Council that additional action be taken for the issuance of said
bonds, and that such action is considered to be in the best interests of said City and the
residents thereof,
WHEREAS, pursuant to Section 384.28 of the City Code of Iowa, it is deemed
appropriate that certain of the general obligation bonds hereinabove described be
combined for purposes of issuance and sale in a separate series of corporate purpose
bonds to be designated as Taxable Series 2010C, in the aggregate principal amount of
$2,335,000 (the "Bonds") as hereinafter set forth; 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:
in
0 "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.
❑ "Bonds" shall mean $2,335,000 General Obligation Bonds, Taxable
Series 2010C, 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.
0 "Project Fund" shall mean the fund required to be established by this
Resolution for the deposit of the proceeds of the Bonds.
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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.
❑ "Resolution" shall mean this resolution authorizing 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.
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:
FISCAL YEAR (JULY 1 TO JUNE 30)
AMOUNT YEAR OF COLLECTION
$291,028*
2010/2011
$293,875
2011/2012
$290,425
2012/2013
$295,825
2013/2014
$294,825
2014/2015
$258,088
2015/2016
$261,100
2016/2017
$258,225
2017/2018
$259,600
2018/2019
$260,000
2019/2020
* 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.)
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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 Redemption.
(a) Bond Details. General Obligation Bonds, Taxable Series 2010C, of the City
in the amount of $2,335,000, shall be issued pursuant to the provisions of Section 384.25
of the Code of Iowa for the aforesaid purpose. The Bonds shall be designated
"GENERAL OBLIGATION BOND, TAXABLE SERIES 2010C", 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:
Principal
Amount
Interest
Rate
Maturity
June 1 st
$230,000
1.000%
2011
$230,000
1.500%
2012
$230,000
2.000%
2013
$240,000
2.500%
2014
$245,000
2.750%
2015
$215,000
3.250%
2016
$225,000
3.500%
2017
$230,000
3.750%
2018
$240,000
4.000%
2019
$250,000
4.000%
2020
(b) Redemption. Bonds maturing after June 1, 2018 may be called for redemption
by the Issuer and paid before maturity on said date or any date thereafter, from any funds
regardless of source, in whole or from time to time in part, in any order of maturity and
within an annual maturity by lot. The terms of redemption shall be par, plus accrued
interest to date of call.
Thirty days' notice of redemption shall be given by first class mail to the registered
owner of the Bond. Failure to give such notice by mail to any registered owner of the
Bonds or any defect therein shall not affect the validity of any proceedings for the
redemption of the Bonds. All bonds or portions thereof called for redemption will cease
to bear interest after the specified redemption date, provided funds for their redemption
are on deposit at the place of payment.
If selection by lot within a maturity is required, the Registrar shall designate the
bonds to be redeemed by random selection of the names of the registered owners of the
entire annual maturity until the total amount of bonds to be called has been reached.
Section 7 Issuance of Bonds in Book -Entry Form; Replacement Bonds.
(a) Notwithstanding the other provisions of this Resolution regarding
registration, ownership, transfer, payment and exchange of the Bonds, unless the Issuer
determines to permit the exchange of Depository Bonds for Bonds in the Authorized
Denominations, the Bonds shall be issued as Depository Bonds in denominations of the
entire principal amount of each maturity of Bonds (or, if a portion of said principal
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
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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 fin-nish 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 Paying Agent or Registrar. Issuer reserves
the right to name a substitute, successor Registrar or Paying Agent upon giving prompt
written notice to each registered bondholder.
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Section 13. Form of Bond. Bonds shall be printed in substantial compliance with
standards proposed by the American Standards Institute substantially in the form as
follows:
(1)
(2) (3) j (4) 1 1 (5)
(9)
9a
(10)
(Continued on the back of this Bond)
11)(12)(13) 14
FIGURE 1
(Front)
14
1 (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 BOND"
"TAXABLE SERIES 2010C"
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: June 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 (principal amount
written out) THOUSAND DOLLARS in lawful money of the United States of America,
on the maturity date shown above, only upon presentation and surrender hereof at the
office of Wells Fargo Bank, National Association, Paying Agent of this issue, or its
successor, with interest on said sum from the date hereof until paid at the rate per annum
specified above, payable on 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.
THE ISSUER DOES NOT INTEND OR REPRESENT THAT THE INTEREST
ON THE BONDS WILL BE EXCLUDED FROM GROSS INCOME FOR FEDERAL
INCOME TAX PURPOSES, AND THE ISSUER IS NOT OBLIGATED TO TAKE
ANY ACTION TO ATTEMPT TO SECURE ANY SUCH EXCLUSION. THE
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HOLDER OF THIS BOND THEREFORE SHOULD TREAT THE.INTEREST
THEREON AS BEING SUBJECT TO FEDERAL INCOME TAXATION.
This Bond is issued pursuant to the provisions of Sections 403.12 and 384.25 of
the City Code of Iowa, for the purpose of paying costs of the aiding in the planning,
undertaking and carrying out of urban renewal project activities under Chapter 403 of the
Code of Iowa, as amended, and the Urban Renewal Plans for the Rath Tax Increment
Redevelopment Area, the Logan Plaza Area, the Northeast Industrial Park, and the
Downtown Waterloo Riverfront Urban Renewal and Redevelopment Area, including
costs associated with the downtown development plan, demolition costs, and the
acquisition of properties and clearance and preparation of the same for public and private
redevelopment, and the Central Garage Facilities Centralization project; the
reconstruction, renovation and improvement of Riverfront Stadium, Young Arena, the
Center for the Arts and Youth Pavillion; the reconstruction, remodeling, improvement,
equipping and repairing of various City buildings and facilities, including the Five
Sullivan Brothers Center, Downtown Parking Garages, Fire Stations, Public Library, and
swimming pools renovations; and the improvement of City golf courses; the renovation
and improvement of the Center for the Arts; and the acquisition and installation of radio
frequency ID conversion for the Public Library, in accordance with a resolution of the
City Council duly passed and approved.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a limited purpose trust company ("DTC"), to the Issuer or its
agent for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other 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.
Bonds maturing after June 1, 2018 may be called for redemption by the Issuer and
paid before maturity on said date or any date thereafter, from any funds regardless of
source, in whole or from time to time in part, in any order of maturity and within an
annual maturity by lot. The terms of redemption shall be par, plus accrued interest to
date of call.
Thirty days' notice of redemption shall be given by first class mail to the registered
owner of the Bond. Failure to give such notice by mail to any registered owner of the
Bonds or any defect therein shall not affect the validity of any proceedings for the
redemption of the Bonds. All Bonds or portions thereof called for redemption will cease
to bear interest after the specified redemption date, provided funds for their redemption
are on deposit at the place of payment.
17
If selection by lot within a maturity is required, the Registrar shall designate the
Bonds to be redeemed by random selection of the names of the registered owners of the
entire annual maturity until the total amount of Bonds to be called has been reached.
Ownership of this Bond may be transferred only by transfer upon the books kept
for such purpose by 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.
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 WIEREOF, 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.
Item 11, figure 1 = Date of authentication:
Item 12, figure 1 = This is one of the Bonds described in the withinmentioned
Resolution, as registered by Wells Fargo Bank, National
Association.
WELLS FARGO BANK, NATIONAL ASSOCIATION,
Registrar
M-
18
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)
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.
19
Dated:
(Person(s) executing this Assignment sign(s) here)
SIGNATURE)
GUARANTEED
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.
The following abbreviations, when used in the inscription on the face of this Bond,
shall be construed as though written out in U1 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)
20
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. Severability Clause. If any section, paragraph, clause or provision of
this Resolution be held invalid, such invalidity shall not affect any of the remaining
provisions hereof, and this Resolution shall become effective immediately upon its
passage and approval.
Section 16. 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 17. Repeal of Conflicting Resolutions or Ordinances. That all ordinances
and resolutions and parts of ordinances and resolutions in conflict herewith are hereby
repealed.
21
PASSED AND APPROVED this 14'h day of June , 2010.
Ernest G. Clark, Mayor
ATTEST:
i
Suzy Sehar s, City Clerk
22
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 , 2010.
Suzy Schales, City Clerk, City of Waterloo,
State of Iowa
(SEAL)
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