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HomeMy WebLinkAbout1986-373-06.23.1986 ORIGt1S (This Notice to be posted) NOTICE AND CALL OF PUBLIC MEETING Governmental Body: The City Council of Waterloo, Iowa. Date of Meeting: Time of Meeting: Place of Meeting: Council Chambers, City Hall , Waterloo, Iowa. PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental body will meet at the date , time and place above set out. The tentative agenda for said meeting is as follows: $1,000, 000 Sewer Revenue Bonds. - 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. /--„) C . y C rk/Audito Waterloo, Iowa Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,Lawyers,Des Moines,Iowa June 23 , 1986 The City Council of Waterloo, Iowa , met in regular session, in the Council Chambers , City Hall , Waterloo, Iowa, at 7 o' clock P.M. , on the above date . There were present Mayor Bernard L. McKinley , in the chair , and the following named Council Members: Budak, Seeber, Wright, Angel, Dowie & Miller Absent : Lichty * * * * * * * -1- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,Lawyers,Des Moines,Iowa Member Dowie introduced the following Resolution entitled "A RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $1,000, 000 SEWER REVENUE BONDS 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. Member Wright seconded the motion to adopt. The roll was called and the vote was: AYES: Budek, Seeber, Wright, Angel, Dowie & Miller NAYS: None Whereupon the Mayor declared the following Resolution duly adopted: RESOLUTION NO. 1986-373 A RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $1,000,000 SEWER REVENUE BONDS 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 WHEREAS, Issuer proposes to issue its Revenue Bonds to the extent of $1, 000, 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 Resolution authorizing the issuance of the outstanding bonds it is provided that additional Revenue Bonds may be issued on a parity with said 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 -2- Ahlers,Cooney,Dorweiler Haynie,Smith&Allbee,Lawyers,Des Moines,Iowa WHEREAS, a statement of Bryan Segerstrom of Carney, Alexander, Merold & Co. , 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 Resolution, dated December 9 , 1985, 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 $1,000, 000 Sewer Revenue Bonds has heretofore been duly published and no objections to such proposed action have been filed: • 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) "Issuer" and "City" shall mean the City of Waterloo, Iowa; (b) "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; (c) "Clerk" shall mean the Clerk or such other officer of the successor governing body as shall be charged with substantially the same duties and responsibilities; (d) "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; ( e) "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; ( f) "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 -3- Ahlers,Cooney,Dorweiler,Haynie,Smith&AIlbee,Lawyers,Des Moines,Iowa 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; (g) "Fiscal Year" shall mean the twelve months' 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 period adopted by the governing body or by law as the official accounting period of the System; ( h) "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 registrar of the owners of the bonds. Unless otherwise specified, the Registrar shall also act as Transfer Agent for the bonds. ( i) "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 Issuers agent to provide for the payment of principal of and interest on the bonds as the same shall become due. ( j ) "Original Purchaser" shall mean the purchaser of the Bonds from Issuer at the time of their original issuance; ( k) "Bonds" shall mean $1,000, 000 Sewer Revenue Bonds, authorized to be issued by this Resolution; ( 1) "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, issued in accordance with Resolution No. 1985. 700, adopted December 9, 1985, $6,905, 000 of which bonds are still outstanding and unpaid and remain a lien on the net revenues of the System; (m) "Corporate Seal" shall mean the official seal of Issuer adopted by the governing body; -4- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,Lawyers,Des Moines,Iowa ( n) "Independent Auditor" shall mean an independent firm of Certified Public Accountants or the Auditor of State; and (o) "Project Fund or Construction Account" shall mean the fund established by the Resolution adopted December 10, 1985, for the deposit of the proceeds of the Bonds. 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 1986, each to be designated as "Sewer Revenue Bond" , in the aggregate amount of $1,000,000 for the purpose of paying costs of acquisition and installation of interceptor sanitary sewer. 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 manner liable by reason of the failure of the said net revenues to be sufficient for the payment of the Bonds. Section 5. Bond Details. Sewer Revenue Bonds of the City in the amount of $1,000,000 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 June 1, 1986, and bear interest from the date thereof, until payment thereof, at the principal office of the Paying Agent, said interest payable on May 1 , 1987 and semiannually thereafter on the 1st day of November and May in each year until maturity at the rates hereinafter provided. The bonds shall be executed by the facsimile signature of the Mayor and attested by the facsimile signature of the City Clerk/Auditor, and printed or impressed 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 each in the denomination of $5,000 or multiples thereof. Said bonds shall mature and bear interest as follows : -5- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,lawyers,Des Moines,Iowa Interest Principal Maturity Rate Amount May 1st 8. 30% $ 15, 000 1987 8. 30% $ 25, 000 1988 8. 30% $ 15, 000 1989 8. 30% $ 30, 000 1990 8. 30% $ 25, 000 1991 8. 30% $ 45, 000 1992 8. 30% $ 45, 000 1993 8. 30% $ 40, 000 1994 8. 30% $ 45, 000 1995 8. 30% $ 45, 000 1996 8. 30% $ 50, 000 1997 8. 40% $ 60, 000 1998 8. 40% $ 50, 000 1999 8. 40% $ 65,000 2000 8. 40% $ 65, 000 2001 8. 50% $ 90,000 2002 8. 50% $ 95,000 2003 8 . 50% $ 80, 000 2004 8 . 50% $115,000 2005 Section 6. Redemption. Bonds maturing on or after May 1, 1997, may be called for redemption by the Issuer and paid before maturity on said date or any interest payment date thereafter, from any funds regardless of source on any interest payment date on or after May 1, 1996, in whole or from time to time in part, in inverse order of maturity and within an annual maturity by lot by giving thirty days' notice of redemption by registered mail, to the registered owner of the bond. The terms of redemption shall be par and accrued interest to date of call plus a premium equal to one-half of one percent ( V2 of 1%) of the principal amount of any such bonds called for such redemption for each year or each fraction thereof between the redemption date and the stated maturity of such bonds, but in any event not to exceed two percent ( 2% ) of the principal amount of such bonds. 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. -6- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,Lawyers,Des Moines,Iowa 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. 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 principal 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. -7- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,lawyers,Des Moines,Iowa (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 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 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. 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 -8- Ahlers,Cooney,Dorweiler,Haynie,Smith&AIlbee,Lawyers,Des Moines,Iowa 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 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; 3. The approving opinion of Ahlers, Cooney, Dorweiler, Haynie , Smith & Allbee , Bond Counsel , concerning the vali- dity and legality of all the Bonds proposed to be issued. -9- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,Lawyers,Des Moines,Iowa Section 11. 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 ) / 1,.._ ( 2) (3 ) L (4 ) 1 ( 5 ) 1 / / / / / / ( 9 ) / / / / / / / (9A) / / / / / / / / / ( 10) / / ( continued on the back of this Bond) / / / / / / ( 11 ) ( 12 ) ( 13 ) 1 ( 14 ) �J i ( 15 ) / / / /////////////////////////////////////////////////////////// FIGURE 1 ( Front) -10- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,lawyers,Des Moines,Iowa ( 10 ) ( 16 ) ( 17) (Continued) FIGURE 2 (Back) -11- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,lawyers,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 1986" Item 2, figure 1 = Rate: Item 3, figure 1 = Maturity: Item 4, figure 1 = Bond Date: June 1, 1986 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 principal 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 May 1, 1987, and semiannually thereafter on the 1st day of November and May in each year. Interest 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 acquisition and installation of interceptor sanitary sewer, in conformity to a Resolution of the Council of said City duly passed and approved. Bonds maturing on or after May 1, 1997, may be called for redemption by the Issuer and paid before maturity on said date or any interest payment date thereafter, from any funds -12- Ahlers,Cooney,Dorweiler,Haynie,Smith&Alibee,lawyers,Des Moines,Iowa regardless of source on any interest payment date on or after May 1 , 1996, in whole or from time to time in part, in inverse order of maturity and within an annual maturity by lot by giving thirty days' notice of redemption by registered mail , to the registered owner of the bond. The terms of redemption shall be par and accrued interest to date of call plus a premium equal to one-half of one percent ( V2 of 1% ) of the principal amount of any such bonds called for such redemption for each year or each fraction thereof between the redemption date and the stated maturity of such bonds, but in any event not to exceed two percent ( 2% ) of the principal amount of such bonds. 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 principal 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, give 60 days' notice to registered bondholders of such change. All bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384. 31 of the Code of Iowa, subject to the provisions for registration and transfer contained in the bond resolution. 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. -13- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,Lawyers,Des Moines,Iowa • 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. IN TESTIMONY WHEREOF, said City by its City Council has caused this bond to be signed by the facsimile signature of its Mayor and attested by the facsimile signature of its City Clerk/Auditor, with the seal of said City printed hereon, and authenticated by the manual signature of an officer of the Registrar, the National Bank of Waterloo, Waterloo, Iowa. Item 11, figure 1 = Date of authentication: Item 12, figure 1 = This is one of the bonds described in the within mentioned resolution, as registered by the National Bank of Waterloo. National Bank of Waterloo By Registrar Item 13, figure 1 = Registrar and Transfer Agent: National Bank of Waterloo Paying Agent: National Bank of Waterloo Item 14, figure 1 = (Seal ) Item 15, figure 1 = [Signature Block] City of Waterloo, Iowa By: Mayor' s facsimile signature Mayor Attest: City Clerk ' s facsimile signature City Clerk/Auditor Item 16, figure 2 = It is certified that the following is a correct and complete copy of the opinion of bond counsel issued as of the date of delivery of the issue of which this bond is a part. ( facsimile signature) City Clerk/Auditor [Opinion of Bond Counsel] -14- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,lawyers,Des Moines,Iowa Item 17, figure 2 = [Assignment Block] [Information Required for Registration] ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No . ) the within Bond and does hereby irrevocably constitute and appoint attorney in fact to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. 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) 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. -15- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,Lawyers,Des Moines,Iowa 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 UNIF GIFT MIN ACT - Custodian (Cust) (Minor) under Uniform Gifts to Minors Act ( State) 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 60 days' written notice to each registered bondholder. 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 or this Resolution. Accrued interest, if any, shall be deposited in the Sinking Fund. 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 -16- Ahlers,Cooney Dorweiler,Haynie,Smith&Allbee,lawyers,Des Moines,Iowa 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. In the event the Issuer or any department, agency or instrumentality thereof in any way uses or is served by the System, the rates or charges provided for shall be paid by the Issuer from its Corporate Fund, or by such department, agency or instrumentality thereof. Any revenues so collected by the Issuer shall be used and accounted for in the same manner as any other revenues derived from the operations of the System. Section 16 . Application of Revenues . The provisions in the Resolution heretofore adopted on December 9, 1985, 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 Sewer Revenue Bonds dated December 1 , 1985, 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, but also the principal and interest of the Bonds herein authorized to be issued and to maintain a reserve therefor. Section 16, of said Resolution, is hereby ratified, confirmed, adopted and incorporated herein as a part of this Resolution. The provisions of the legislation authorizing said 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 or Ordinance first adopted shall prevail until such time as the Bonds authorized by said Ordinance or Resolution have been paid off or otherwise satisfied as therein provided at which time the provisions of this Resolution shall again prevail . Section 17. Covenants Regarding the Operation of the System. The Issuer hereby covenants and agrees with each and every holder of the Bonds and Parity Bonds: -17- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,Lawyers,Des Moines,Iowa (a) Maintenance and Efficiency. That the Issuer will maintain the System in good condition and operate it in an efficient manner and at reasonable cost. ( b) Rates. That on or before the beginning of each fiscal year the governing body will adopt or continue in effect rates for all services rendered by the System sufficient to produce net revenue for the next succeeding fiscal year at least sufficient to meet the requirements of the several funds as provided in the Resolution adopted December 9, 1985 and equal to not less than one hundred and twenty percent of the payment of interest on and principal of the Bonds and Parity Bonds falling due in the fiscal year. For purposes of the last clause of the next preceding sentence "net revenues" shall be those for the next succeeding fiscal year as determined from the budget for such year as required herein. (c) Insurance . That the Issuer shall maintain insurance for the benefit of the bondholders on the insurable portions of the System of a kind and in an amount which normally would be carried by private companies engaged in a similar kind of business. The proceeds of any insurance, except public liability insurance, shall be used to repair or replace the part or parts of the System damaged or destroyed, or if not so used shall be placed in the Sewer Improvement Fund. (d) Accounting and Audits . That the Issuer will cause to be kept proper books and accounts adapted to the System and in accordance with generally accepted accounting practices, and will cause the books and accounts to be audited annually not later than 90 days after the end of each fiscal year by an independent auditor and will file copies of the audit report with the Original Purchaser and will make generally available to the holders of any of the Bonds and Parity Bonds, the balance sheet and the operating statement of the System as certified by such auditor. The Original Purchaser and holders of any of the Bonds and Parity Bonds shall have at all reasonable times the right to inspect the System and the records, accounts and data of the Issuer relating thereto. It is further agreed that if the Issuer shall fail to provide the audits and reports required by this subsection, the Original Purchaser or the holder or holders of 25% of the outstanding Bonds and Parity Bonds may cause such audits and reports to be prepared at the expense of the Issuer. The audit reports required by this Section shall include, but not be limited to, the following information: -18- Ahiers,Cooney,Dorweiler,Haynie,Smith&Allbee,Lawyers,Des Moines,Iowa ( i ) An evaluation of the manner in which the Issuer has complied with the covenants of this Resolution, including particularly the rate covenants included herein; ( ii) A statement of net revenues and current expenses; ( iii) Analyses of each fund and account created hereunder , including deposits , withdrawals and beginning and ending balances; ( iv) A balance sheet; (v) The rates in effect at the end of the fiscal year , and the number of customers of the System; (vi) A schedule of insurance policies and fidelity bonds in force at the end of the fiscal year , showing with respect to each policy and bond the nature of the risks covered , the limits of liability, the name of the insurer, and the expiration date; (vii) An evaluation of the Issuer' s system of internal financial controls and the sufficiency of fidelity bond and insurance coverage in force; (viii) The names and titles of the principal officers of the Issuer; and ( ix) A general statement covering any events or circumstances which might affect the financial status of the System. In the event the audit provided for in this Section is prepared by the State Auditor the governing body will cause to be prepared a certified supplemental report containing the information required by this Section. ( e) State Laws. That the Issuer will faithfully and punctually perform all duties with reference to the System required by the Constitution and laws of the State of Iowa , including the making and collecting of reasonable and sufficient rates for services rendered by the System as above provided, and will segregate the revenues of the System and apply said revenues to the funds specified in this Resolution. -19- Ahlers,Cooney,Domeier,Haynie,Smith&Allbee,Lawyers,Des Moines,Iowa ( f) Property. That the Issuer will not sell , lease , mortgage or in any manner dispose of the System, or any capital part thereof, including any and all extensions and additions that may be made thereto, until satisfaction and discharge of all of the Bonds and Parity Bonds shall have been provided for in the manner provided in this Resolution. Provided, however, this covenant shall not be construed to prevent the disposal by the Issuer of property which in the judgment of its governing body has become inexpedient or unprofitable to use in connection with the System, or if it is to the advantage of the System that other property of equal or higher value be substituted therefor, and provided further that the proceeds of the disposition of such property shall be placed in a Revolving Fund to be used in preference to other sources for capital improvements to the System as therein provided , except, that no such proceeds shall be used to pay principal or interest on the Bonds and Parity Bonds or payments into the Sinking or Reserve Funds. Any such payments made into the Improvement Fund shall be in addition to the regular monthly payments and the Fund balance provided for in Section 16(d) of the Resolution adopted on December 9, 1985. (g) Fidelity Bond. That the Issuer shall maintain fidelity bond coverage in amounts which normally would be carried by private companies engaged in a similar kind of business on each officer or employee having custody of funds of the System. ( h) Additional Charges . That the Issuer will require proper connecting charges and/or other security for the payment of service charges. ( i) Budget. That the governing body of the Issuer will adopt a system budget of revenues and current expenses on or before the end of each fiscal year for the ensuing fiscal year, and will file copies of such budgets, and any amendments thereto, with the Original Purchaser and any bondholder requesting the same. Such budget shall take into account revenues and current expenses during the current and last preceding fiscal years. The Issuer will incur no current expense not included in such budget, and will not permit total current expenses to exceed the budget, unless the governing body shall first have adopted a Resolution declaring the necessity of such expenses. Copies of such budget and approvals of expenditures in excess of the budget shall be mailed to the Original Purchaser and to the bondholders upon request. -20- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,Lawyers,Des Moines,Iowa Section 18. Remedies of Bondholders . Except as herein expressly limited the holder or holders of the Bonds and Parity Bonds shall have and possess all the rights of action and remedies afforded by the common law, the Constitution and statutes of the State of Iowa, and of the United States of America, for the enforcement of payment of their Bonds, and of the pledge of the revenues made hereunder , and of all covenants of the Issuer hereunder. Section 19. Prior Lien and Parity Bonds . The Issuer will issue no other Bonds or obligations of any kind or nature payable from or enjoying a lien or claim on the property or revenues of the System having priority over the Bonds or Parity Bonds. Additional Bonds may be issued on a parity and equality of rank with the Bonds with respect to the lien and claim of such additional Bonds to the revenues of the System and the money on deposit in the funds adopted by this Resolution, for the following purposes and under the following conditions, but not otherwise: ( a) For the purpose of refunding any of the Bonds or Parity Bonds which shall have matured or which shall mature not later than three months after the date of delivery of such refunding Bonds and for the payment of which there shall be insufficient money in the Sinking Fund and the Reserve Fund; ( b) For the purpose of refunding any Bonds or Parity Bonds outstanding, or making extensions, additions, improvements or replacements to the System, if all of the following conditions shall have been met: ( i) before any such Bonds ranking on a parity are issued , there will have been procured and filed with the Clerk, a statement of an independent Certified Public Accountant, not a regular employee of the Issuer , reciting the opinion based upon necessary investigations that the net revenues of the System for the preceding fiscal year (with adjustments as hereinafter provided) were equal to at least 1. 20 times the maximum amount that will be required in any fiscal year prior to the longest maturity of any of the then outstanding Bonds for both principal of and interest on all Bonds then outstanding which are payable from the net earnings of the System and the Bonds then proposed to be issued. -21- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,Lawyers,Des Moines,Iowa For the purpose of determining the net revenues of the System for the preceding fiscal year as aforesaid , the amount of the gross revenues for such year may be adjusted by an independent Consulting Engineer or by a Certified Public Accountant not a regular employee of the Issuer, so as to reflect any changes in the amount of such revenues which would have resulted had any revision of the schedule of rates or charges imposed at or prior to the time of the issuance of any such additional Bonds been in effect during all of such preceding fiscal year. ( ii) the additional Bonds must be payable as to principal and as to interest on the same month and day as the Bonds herein authorized. ( iii) for the purposes of this Section, principal and interest falling due on the first day of a fiscal year shall be deemed a requirement of the immediately preceding fiscal year. Section 20. Disposition of Bond Proceeds; Arbitrage Not Permitted. 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 Section 103( c) (2 ) of the Internal Revenue Code of the United States, and that throughout the term of said Bonds it will comply with the requirements of said statute 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. The Treasurer is hereby directed to deliver a certificate at issuance of the Bonds to certify as to the reasonable expectation of the Issuer at that date. The Issuer covenants that it will treat as restricted yield investments the funds following; ( a) Any amounts in the Sinking Fund in excess of 13/12ths of the total of annual principal and interest requirements. ( b) Any amount on hand in the Reserve Fund in excess of fifteen percent of the original principal amount of the outstanding bonds and parity bonds. -22- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,Lawyers,Des Moines,Iowa (c) Any amount on hand in the Improvement Fund to the extent that it has been held for a period greater than three years. "Restricted yield investments" are funds or investments which the Issuer covenants not to invest at a yield materially higher than the yield on the bonds as defined in the regulations issued under authority of Section 103(c) of the Internal Revenue Code of the United States. If any investments are held with respect to the bonds and parity bonds, the Issuer shall treat the same for the purpose of restricted yield as held in proportion to the original principal amounts of each issue . The Issuer covenants that it will exceed any investment yield restriction provided in this resolution only in the event that it shall first obtain an opinion of recognized bond counsel that the proposed investment action will not cause the bonds to be classed as arbitrage bonds under Section 103( c) of the Internal Revenue Code or regulations issued thereunder. The Issuer covenants that it will proceed with due diligence to spend the proceeds of the bonds for the purpose set forth in this resolution. The Issuer further covenants that it will make no change in the use of the proceeds available for the construction of facilities or change in the use of any portion of the facilities constructed therefrom by persons other than the Issuer or the general public unless it has obtained an opinion of bond counsel or a revenue ruling that the proposed project or use will not be of such character as to cause interest on any of the Bonds not to be exempt from federal income taxes in the hands of holders other than substantial users of the project, under the provisions of Section 103( b) of the Internal Revenue Code of the United States , related statutes and regulations. Section 21. Additional covenants, representations and warranties of the Issuer with respect to retroactively effective federal legislation. In order to maintain the exemption from federal income taxes of interest on the Bonds and for no other purpose , the Issuer covenants to comply with the provisions of H. R. 3838, the tax reform act of 1985 (the "Bill" ) passed by the U. S. House of Representatives on December 18, 1985, which has an effective date of December 31, 1985, provided, however , that prior to enactment of the Bill , the Issuer reserves the right to accept the extended effective dates of certain of its provisions as provided in the Joint Statement of the leaders of the House Ways and Means Committee , the Senate Finance Committee and the Treasury Department, issued March 14, 1986. -23- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,lawyers,Des Moines,Iowa The Issuer may treat the Joint Statement as effective to extend the effective date of the provisions indicated until it is modified or withdrawn. Until and unless and except to the extent in the opinion of bond counsel the following are not necessary to maintain the tax-exempt status of the Bonds, the Issuer makes the following covenants, representations and warranties with respect to the Bonds: 1 . The Issuer represents that except for use as a member of the general public, the proceeds of the bonds will not be used directly or indirectly in any trade or business carried on by any person other than Issuer or used directly or indirectly to make or finance loans to persons other than governmental units. 2. The Issuer will submit in a timely manner all reports, accountings and information to the Internal Revenue Service and will take whatever action is necessary within it' s power to assure the continued tax exemption on the bonds. 3. In the event the federal law applicable to the Bonds after the consideration of the Bill imposes requirements different from the provisions of the Bill retroactively effective to the time the Bonds are issued, the Issuer will comply with the applicable law and regulations in order to maintain tax exemption with respect to the Bonds. 4. For the sole purpose of qualifying the Bonds as "qualified tax-exempt obligations" pursuant to Section 802 of the Bill, the Issuer does hereby designate the Bonds as such and represents that the reasonably anticipated amount of qualified tax-exempt obligations which will be issued during the calendar 1986 year will not exceed Ten ( 10) Million Dollars. Section 22. Amendment of Resolution to Maintain Tax Exemption. This resolution may be amended without the consent of any owner of the Bonds for the sole purpose of taking action necessary to maintain tax exemption with respect to the Bonds under applicable federal law or regulations. 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 -24- Ahlers,Cooney,Dorweilerr Haynie,Smith&Allbee,Lawyers,Des Moines,Iowa (b) By depositing in trust with the Treasurer , or with a corporate trustee designated by the governing body for the payment of said obligations and irrevocably appropriated exclusively to that purpose an amount in cash or direct obligations of the United States the maturities and income of which shall be sufficient to retire at maturity, or by redemption prior to maturity on a designated date upon which said obligations may be redeemed , all of such obligations outstanding at the time, together with the interest thereon to maturity or to the designated redemption date , premiums thereon, if any that may be payable on the redemption of the same; provided that proper notice of redemption of all such obligations to be redeemed shall have been previously published or provisions shall have been made for such publication. Upon such payment or deposit of money or securities, or both, in the amount and manner provided by this Section, all liability of the Issuer with respect to the Bonds or Parity Bonds shall cease , determine and be completely discharged , and the holders thereof shall be entitled only to payment out of the money or securities so deposited. 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; -25- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,Lawyers,Des Moines,Iowa ( 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 published one time in a newspaper having general circulation in the State of Iowa, or a financial newspaper or journal published in New York, New York. Such notice shall briefly 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 Clerk. Whenever at any time within one year from the date of the publication of said notice there shall be filed with the Clerk 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 Clerk. 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. -26- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,lawyers,Des Moines,Iowa 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. Severability. If any section , paragraph, or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforce- ability of such section, paragraph or provision shall not affect any of the remaining provisions. Section 27. 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 AZ day of a4Att, 1986. c(2,,,vv\ile Vff -44e-ty Mayor ATTEST: le k a -27- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,Lawyers,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 commencement 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 an and the seal of said Municipality hereto affixed this �!- day of if..,/xe._ , 1986. it Cle , Wat r oo, owa SEAL Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,lawyers,Des Moines,Iowa • CnHy tIicn O d cn P1 ZO 2▪ t1t'ix C) tri < 1-3 H ''1 Z Z O ,d 0 id 'd0rri cn < Cr) y 0 Hl'TJt'1c r cn0C� H • HZ [ x H t4 0 dPci 0 HZcnHpc-! 0 • cn Z H Z 0 0 N d0 '=i H Z H Z 0 O H x C) '4xtxIitrJ D H ard QD a 00 • H• HCLLPi I Co Z '-C ZO H OH < Co C) 'T1 H 000 Od t' z Cn H-c/>4) Otr1H H hi 'J- 'TJ t-' 00 H 0 0 '7d td O O o CD r H CD d- HOt'1 cn O O Z �