Loading...
HomeMy WebLinkAbout1986-374-06.23.1986 Council Member Dowie introduced the following Resolution entitled "RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $5,900,000 GENERAL OBLIGATION BONDS AND LEVYING A TAX TO PAY SAID BONDS" and moved that it be adopted. Council Member Wright seconded the motion to adopt, and the roll being called thereon, the vote was as follows : AYES: Budak, Seeber, Wright, Angel, Dowie & Miller NAYS: None Whereupon, the Mayor declared said Resolution duly adopted as follows: RESOLUTION NO. 1986-374 RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $5,900, 000 GENERAL OBLIGATION BONDS AND LEVYING A TAX TO PAY SAID BONDS WHEREAS, the Issuer is duly incorporated , organized and exists under and by virtue of the laws and Constitution of the State of Iowa; and WHEREAS, the Issuer is in need of funds to pay costs of construction, reconstruction and repairing of street improvements; acquisition, construction, reconstruction, extension and improvement of sanitary sewers and facilities useful for the collection, treatment and disposal of sewage and industrial waste in a sanitary manner and storm sewers and facilities useful for the collection and disposal of surface waters and streams; equipping of fire department; rehabilitation and improvement of existing parks; acquisition, installation and repair of traffic control devices; and reconstruction, extension and improvement of an airport already owned , an essential corporate purpose , and it is deemed necessary and advisable that general obligation bonds in the amount of $5, 820, 000 be issued for said purpose; and WHEREAS, pursuant to notice published as required by Section 384. 25 of said Code , this Council has held a public meeting and hearing upon the proposal to institute proceedings for the issuance of said bonds, and the Council is therefore now authorized to proceed with the issuance of said bonds; and WHEREAS, the City is in need of funds to pay costs of renovation to the East 5th Street Parking Ramp and improvements to the municipal stadium, a general corporate purpose, and it -2- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,Lawyers,Des Moines,Iowa is deemed necessary and advisable that general obligation Bonds in the amount of $80, 000 be issued for said purpose; and WHEREAS, the City has a population in excess of 75,000; and WHEREAS, pursuant to notice published as required by Section 384. 26 of said Code, the Council of the City has held public meeting and hearing upon the proposal to institute proceedings for the issuance of bonds for general corporate purposes in the amounts as above set forth, and , no petition for referendum having been received , the Council is therefore now authorized to proceed with the issuance thereof; and WHEREAS, pursuant to Section 384. 28 of the City Code of Iowa , it is hereby found and determined that the various general obligation bonds authorized as hereinabove described shall be combined for the purpose of issuance in a single issue of Corporate Purpose 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, 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) "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; ( c) "Bonds" shall mean $5, 900, 000 General Obligation Bonds , authorized to be issued by this Resolution; ( d) "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. -3- Ahlers,Cooney Dorweiler Haynie Smith&Allbee Lawyers,Des Moines,Iowa ( e) "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. Section 2. Levy and Certification of Annual Tax; Other Funds to be Used. ( a) Levy 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: $ 925, 417. 00 1987/1988 $ 523, 550. 00 1988/1989 $ 569, 600. 00 1989/1990 $ 561, 700. 00 1990/1991 $ 628, 800. 00 1991/1992 $ 614, 976. 00 1992/1993 $ 626, 150. 00 1993/1994 $ 635, 350. 00 1994/1995 $ 667, 576. 00 1995/1996 $ 670, 850. 00 1996/1997 $ 672, 150. 00 1997/1998 $1, 146, 150. 00 1998/1999 $ 954, 326. 00 1999/2000 $ 947, 626. 00 2000/2001 $ 936, 126. 00 2001/2002 $ 920, 126. 00 2002/2003 (NOTE : For example the levy to be made and certified against the taxable valuations of January 1, 1985, will be collected during the fiscal year commencing July 1, 1986 ) . ( b) Resolution to be Filed With County Auditor. A certified copy of this Resolution should be filed with the County Auditor of Black Hawk County, Iowa , and said Auditor is hereby instructed in and for each of the years as provided , to levy and assess the tax hereby authorized in Section 2 of this Resolution, in like manner as other taxes are levied and assessed , and such taxes so levied in and for each of the years aforesaid be collected in like manner as other taxes of the City are collected , and when collected be used for the purpose of paying principal and interest on said bonds issued in anticipation of said tax , -4- Ahlers.looney,Dorweiler,Haynie,Smith&Allbee,lawyers,Des Mosses.Iowa and for no other purpose whatsoever, which action requires a modification and change of the levies originally made in accordance with the bond resolution certified to and filed in the Auditor' s Office on March 27, 1986. ( c) Additional City Funds Available. Principal and interest coming due at anytime when the proceeds of said tax on hand shall be insufficient to pay the same shall be promptly paid when due from current funds of the City available for that purpose and reimbursement shall be made from such special fund in the amounts thus advanced. Section 3. Bond Fund. Said tax shall be collected each -year at the same time and in the same manner as, and in addition to, all other taxes in and for the City, and when collected they shall be converted into a special fund within the Debt Service Fund to be known as the "GENERAL OBLIGATION BOND FUND 1986 No . 1" ( the "Bond Fund" ) , which is hereby pledged for and shall be used only for the payment of the principal of and interest on the bonds hereinafter authorized to be issued; and also there shall be apportioned to said fund its proportion of taxes received by the City from railway, express , telephone and telegraph companies and other taxes assessed by the Iowa State Department of Revenue. Section 4. Investments of Bond Fund Proceeds . All moneys held in the Bond Fund , provided for by Section 3 of this Resolution shall be invested in direct obligations of the United States Government or deposited in banks which are members of the Federal Deposit Insurance Corporation and the deposits in which are insured thereby and all such deposits exceeding the maximum amount insured from time to time by FDIC or its equivalent successor in- any one bank shall be continuously secured 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 5. Bond Details , Execution and Redemption. ( a) Bond Details . General Obligation Bonds of the City in the amount of $5, 900, 000, shall be issued pursuant to the provisions of Section 384. 28 of the City Code of Iowa for the aforesaid purpose. The bonds shall be designated "GENERAL OBLIGATION BOND" , be dated July 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. -5- Ahlers Cooney,Dorweiler,Haynie,Smith&Allbee,lawyers.Des Monies,Iowa The bonds shall be executed by the facsimile signature of the Mayor and attested by the facsimile signature of the Clerk , 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 : Interest Principal Maturity Rate Amount May 1st 7. 90% $ 50,000 1988 7 . 90% $ 50,000 1989 7. 90% $100, 000 1990 7. 90% $100,000 1991 7. 90% $175,000 1992 7. 90% $175,000 1993 7. 90% $200, 000 1994 7. 90% $225, 000 1995 7. 90% $275,000 1996 7. 90% $300, 000 1997 8 . 00% $325, 000 1998 8. 10% $825,000 1999 8 . 10% $700, 000 2000 8 . 20% $750, 000 2001 8. 25% $800, 000 2002 8. 25% $850, 000 2003 ( b) 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 ( 1/2 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. Notice shall be given in the manner provided in Section 10. -6- Ahlers Cooney,Dorweiler Haynie,Smith&Allbee,Lawyers,Des Moines,Iowa If selection by lot within a maturity is required , the Registrar shall by random selection of the names of the registered owners of the entire annual maturity select the bonds to be redeemed until the total amount of bonds to be called has been reached. Section 6. 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 -7- Ahlers,Cooney,Dorweiler Haynie,Smith&AIlbee,lawyers,Des Moines,Iowa Books , the Bonds, in accordance with the provisions of this Resolution. ( d) Ownership. As to any Bond , the person in whose name the ownership of the same shall be registered on the Registration Books of the Registrar shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Bonds and the premium, if any, and interest thereon shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond , including the interest thereon, to the extent of the sum or sums so paid. ( e) Cancellation. All Bonds which have been redeemed shall not be reissued but shall be cancelled by the Registrar. All Bonds which are cancelled by the Registrar shall be destroyed and a certificate of the destruction thereof shall be furnished promptly to the Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the cancelled Bonds to the Issuer. ( f) Non-Presentment of Bonds . In the event any payment check representing payment of 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. ( g) Registration and Transfer Fees . The Registrar may furnish to each owner , at the Issuer' s expense , one bond for each annual maturity. The Registrar shall furnish -8- Ahlers,Cooney,Dorweiler,Haynie,Smith&AIlbee,Lawyers,Des Moines,Iowa additional bonds in lesser denominations ( but not less than the minimum denomination) to an owner who so requests. Section 7. 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 8. 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 9. 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; -9- Ahlers,Cooney,Dorweiler Haynie,Smith&Allbee Lawyers,Des Moines,Iowa 2. A written order of Issuer signed by the 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, Dorweiler , Haynie , Smith & Allbee , Bond Counsel , concerning the vali- dity and legality of all the Bonds proposed to be issued. Section 10. Form of Bond . Bonds shall be printed in substantial compliance with standards proposed by the American Standards Institute substantially in the form as follows : ////////////////////////////////////////////////////////// I / / / ( 6 ) ( 6 ) / / / / ( 7 ) (8 ) / / / / / / ( 1 ) / / ( 2 ) I , ( 3 ) ( 4 ) ( 5 ) / / / / / / / / / / ( 9 ) / / / / / / / ( 9A) / / / / / / / / / / ( 10 ) / / ( continued on the back of this Bond) / / / / / / / / ( 11 ) ( 12 ) ( 13 ) ( 14 ) ( 15 ) / / / /////////////////////////////////////////////////////////// FIGURE 1 (Front) -10- Ahlers.Cooney,Dorweiler,Haynie,Smith&Allbee,Lawyers,Des Moines,Iowa ( 10 ) ( 16) ( 17 ) (Continued) FIGURE: 2 (Back) 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" "GENERAL OBLIGATION BOND," "CORPORATE PURPOSE." Item 2, figure 1 = Rate: Item 3, figure 1 = Maturity: Item 4, figure 1 = Bond Date: July 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 and principal shall be paid to the registered holder of the bond as shown on the records of ownership maintained by the Registrar as of the 15th day of the month next preceding such interest payment date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. This bond is issued pursuant to the provisions of Section 384. 28 of the City Code of Iowa , for the purpose of paying costs of construction, reconstruction and repairing of street improvements; acquisition, construction, reconstruction, extension and improvement of sanitary sewers and facilities useful for the collection, treatment and disposal of sewage and industrial waste in a sanitary manner and storm sewers and -12- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,lawyers,Des Moines,Iowa facilities useful for the collection and disposal of surface waters and streams; equipping of fire department; rehabilitation and improvement of existing parks; acquisition, installation and repair of traffic control devices; and reconstruction, extension and improvement of an airport already owned; renovation to the East 5th Street Parking Ramp and improvements to the municipal stadium, 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 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 ( 1/2 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. Notice hereunder may be given by registered mail to the owner of record of the bond at address shown on the books of the Registrar and shall be deemed complete upon mailing. 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. 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 -13- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,lawyers,Des Moines,Iowa sufficient continuing annual tax on all the taxable property within the territory of the Issuer for the payment of the principal and interest of this bond as the same will respectively become due; that the faith, credit, revenues and resources and all the real and personal property of the Issuer are irrevocably pledged for the prompt payment hereof, both principal and interest; and the total indebtedness of the Issuer including this bond, does not exceed the constitutional or statutory limitations. IN TESTIMONY WHEREOF, the Issuer by its Council , has caused this bond to be signed by the facsimile signature of its Mayor and attested by the facsimile signature of its City Clerk, with -the seal of said City printed hereon, and to be 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. The National Bank of Waterloo By Registrar Item 13, figure 1 = Registrar and Transfer Agent: The National Bank of Waterloo Paying Agent: The National Bank of Waterloo Item 14, figure 1 = (Seal ) Item 15, figure 1 = [Signature Block] City of Waterloo , Iowa By: ( facsimile signature ) Mayor Attest : ( facsimile signature ) City Clerk 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 -14- Ahlers.Cooney,Dorweiler Haynie,Smith&Allbee,lawyers.Des Moines,Iowa [Opinion of Bond Counsel] 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 11. 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 12. Contract Between Issuer and Purchaser. This Resolution constitutes a contract between said City and the purchaser of the bonds. Section 13. Non-Arbitrage Covenants . The Issuer reasonably expects and covenants that no use will be made of the proceeds from the issuance and sale of the Bonds issued hereunder which will cause any of the Bonds to be classified as arbitrage Bonds within the meaning of 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 any funds in the Bond Fund for payment of the Bonds in excess of 13/12ths of the annual principal and interest requirements of the then current year. "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 -16- Ahlers,Cooney,Dorweiler,Haynie,Smith&Alibee,lawyers,Des Moines,Iowa regulations issued under authority of Section 103( c) of the Internal Revenue Code of the United States. 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. Section 14. 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. 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 its power to assure the continued tax exemption on the bonds. -17- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,lawyers,Des Moines.Iowa 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 take whatever action is necessary within its power to comply with the applicable law and regulations in order to maintain tax exemption with respect to the Bonds. Section 15. 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 16. 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 17. Repeal of Conflicting Resolutions or Ordinances . That all ordinances and resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed. PASSED AND APPROVED this day of 1986. M yor ATTEST: .. k -18- Aldre l eme De u..edrr.Havnu• .mnh h Allbet• lr..µ•, D,s 4w a•. lu.,e 1010 1-1 OUOtd ti 2, COCo CO ti Cl O 0 0H trf H H ti O O 0 z Z r � tid a z < c 0 HCCn1-3 • H'• �i co 0 C o CD 0 I--i 00 a•• N Cr) O H I 3OZ Co O O Ha bd O ti t=1 bPOro aa � Hcr0 aid H r H ti HGI Zi OH 1rd zHo tio � • H z June 23 , 1986 The City Council of Waterloo, Iowa, met in regular session, in the Council Chambers, City Hall , Waterloo, Iowa , at 7:00 o'clock P.M. , on the above date. There were present Mayor Bernard L. McKinley , in the chair , and the following named Council Members: Budak, Seeber, Wright, Angel, Dowie & Miller Absent: Lichty * * * * * * * -1- Ahlers,Cooney,Domeier,Haynie,Smith&Allbee,lawyers,Des Moines,Iowa Council Member Dowie introduced the following Resolution entitled "RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $5, 900, 000 GENERAL OBLIGATION BONDS AND LEVYING A TAX TO PAY SAID BONDS" and moved that it be adopted. Council Member Wright seconded the motion to adopt, and the roll being called thereon, the vote was as follows : AYES: Budak, Seeber, Wright, Angel, Dowie & Miller NAYS: None Whereupon, the Mayor declared said Resolution duly adopted as follows : RESOLUTION NO. 1986-374 RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $5, 900, 000 GENERAL OBLIGATION BONDS AND LEVYING A TAX TO PAY SAID BONDS WHEREAS, the Issuer is duly incorporated, organized and exists under and by virtue of the laws and Constitution of the State of Iowa; and WHEREAS, the Issuer is in need of funds to pay costs of construction, reconstruction and repairing of street improvements; acquisition, construction, reconstruction, extension and improvement of sanitary sewers and facilities useful for the collection, treatment and disposal of sewage and industrial waste in a sanitary manner and storm sewers and facilities useful for the collection and disposal of surface waters and streams; equipping of fire department; rehabilitation and improvement of existing parks; acquisition, installation and repair of traffic control devices; and reconstruction, extension and improvement of an airport already owned , an essential corporate purpose , and it is deemed necessary and advisable that general obligation bonds in the amount of $5,820, 000 be issued for said purpose; and WHEREAS, pursuant to notice published as required by Section 384. 25 of said Code, this Council has held a public meeting and hearing upon the proposal to institute proceedings for the issuance of said bonds, and the Council is therefore now authorized to proceed with the issuance of said bonds; and WHEREAS, the City is in need of funds to pay costs of renovation to the East 5th Street Parking Ramp and improvements to the municipal stadium, a general corporate purpose, and it -2- Ahlers,Cooney,Dorweiler Haynie,Smith&Allbee,lawyers,Des Moines,Iowa is deemed necessary and advisable that general obligation Bonds in the amount of $80,000 be issued for said purpose; and WHEREAS, the City has a population in excess of 75, 000; and WHEREAS, pursuant to notice published as required by Section 384. 26 of said Code, the Council of the City has held public meeting and hearing upon the proposal to institute proceedings for the issuance of bonds for general corporate purposes in the amounts as above set forth, and , no petition for referendum having been received , the Council is therefore now authorized to proceed with the issuance thereof; and WHEREAS, pursuant to Section 384. 28 of the City Code of Iowa, it is hereby found and determined that the various general obligation bonds authorized as hereinabove described shall be combined for the purpose of issuance in a single issue of Corporate Purpose 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, 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) "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; ( c) "Bonds" shall mean $5,900, 000 General Obligation Bonds, authorized to be issued by this Resolution; ( d) "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. -3- Ahlers,Cooney Dorweiler,Haynie,Smith&Allbee,lawyers,Des Moines,Iowa ( e) "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 . Section 2. Levy and Certification of Annual Tax; Other Funds to be Used. ( a) Levy 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: $ 925, 417. 00 1987/1988 $ 523, 550. 00 1988/1989 $ 569, 600. 00 1989/1990 $ 561, 700. 00 1990/1991 $ 628, 800. 00 1991/1992 $ 614, 976. 00 1992/1993 $ 626, 150. 00 1993/1994 $ 635, 350. 00 1994/1995 $ 667, 576. 00 1995/1996 $ 670, 850. 00 1996/1997 $ 672, 150. 00 1997/1998 $1, 146, 150. 00 1998/1999 $ 954, 326. 00 1999/2000 $ 947, 626. 00 2000/2001 $ 936, 126. 00 2001/2002 $ 920, 126. 00 2002/2003 (NOTE: For example the levy to be made and certified against the taxable valuations of January 1, 1985, will be collected during the fiscal year commencing July 1, 1986 ) . ( b) Resolution to be Filed With County Auditor. A certified copy of this Resolution should be filed with the County Auditor of Black Hawk County, Iowa , and said Auditor is hereby instructed in and for each of the years as provided , to levy and assess the tax hereby authorized in Section 2 of this Resolution, in like manner as other taxes are levied and assessed , and such taxes so levied in and for each of the years aforesaid be collected in like manner as other taxes of the City are collected , and when collected be used for the purpose of paying principal and interest on said bonds issued in anticipation of said tax, -4- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,Lawyers,Des Moines,Iowa and for no other purpose whatsoever, which action requires a modification and change of the levies originally made in accordance with the bond resolution certified to and filed in the Auditor' s Office on March 27, 1986. ( c) Additional City Funds Available. Principal and interest coming due at anytime when the proceeds of said tax on hand shall be insufficient to pay the same shall be promptly paid when due from current funds of the City available for that purpose and reimbursement shall be made from such special fund in the amounts thus advanced. Section 3. Bond Fund. Said tax shall be collected each year at the same time and in the same manner as, and in addition to, all other taxes in and for the City, and when collected they shall be converted into a special fund within the Debt Service Fund to be known as the "GENERAL OBLIGATION BOND FUND 1986 No . 1" ( the "Bond Fund" ) , which is hereby pledged for and shall be used only for the payment of the principal of and interest on the bonds hereinafter authorized to be issued; and also there shall be apportioned to said fund its proportion of taxes received by the City from railway, express , telephone and telegraph companies and other taxes assessed by the Iowa State Department of Revenue . Section 4. Investments of Bond Fund Proceeds . All moneys held in the Bond Fund , provided for by Section 3 of this Resolution shall be invested in direct obligations of the United States Government or deposited in banks which are members of the Federal Deposit Insurance Corporation and the deposits in which are insured thereby and all such deposits exceeding the maximum amount insured from time to time by FDIC or its equivalent successor in any one bank shall be continuously secured 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 5. Bond Details, Execution and Redemption. ( a) Bond Details . General Obligation Bonds of the City in the amount of $5, 900, 000, shall be issued pursuant to the provisions of Section 384. 28 of the City Code of Iowa for the aforesaid purpose . The bonds shall be designated "GENERAL OBLIGATION BOND" , be dated July 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. -5- Ahiers,Cooney,Dorweiler,Haynie,Smith&Allbee,Lawyers,Des Moines,Iowa The bonds shall be executed by the facsimile signature of the Mayor and attested by the facsimile signature of the Clerk, 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 : Interest Principal Maturity Rate Amount May 1st 7. 90% $ 50, 000 1988 7. 90% $ 50, 000 1989 7. 90% $100, 000 1990 7. 90% $100,000 1991 7. 90% $175, 000 1992 7. 90% $175,000 1993 7. 90% $200, 000 1994 7. 90% $225, 000 1995 7. 90% $275,000 1996 7. 90% $300, 000 1997 8. 00% $325, 000 1998 8. 10% $825,000 1999 8. 10% $700, 000 2000 8. 20% $750,000 2001 8. 25% $800, 000 2002 8. 25% $850, 000 2003 (b) 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 ( 1/2 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. Notice shall be given in the manner provided in Section 10. -6- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,Lawyers,Des Moines,Iowa If selection by lot within a maturity is required, the Registrar shall by random selection of the names of the registered owners of the entire annual maturity select the bonds to be redeemed until the total amount of bonds to be called has been reached. Section 6. 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 -7- Ahlers,Cooney,Dorweiler,Haynie,Smith&AIlbee,Lawyers,Des Moines,Iowa Books , the Bonds, in accordance with the provisions of this Resolution. ( d) Ownership. As to any Bond, the person in whose name the ownership of the same shall be registered on the Registration Books of the Registrar shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Bonds and the premium, if any, and interest thereon shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond , including the interest thereon, to the extent of the sum or sums so paid. ( e) Cancellation. All Bonds which have been redeemed shall not be reissued but shall be cancelled by the Registrar. All Bonds which are cancelled by the Registrar shall be destroyed and a certificate of the destruction thereof shall be furnished promptly to the Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the cancelled Bonds to the Issuer. ( f) Non-Presentment of Bonds . In the event any payment check representing payment of 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. ( g) Registration and Transfer Fees . The Registrar may furnish to each owner , at the Issuer' s expense , one bond for each annual maturity. The Registrar shall furnish -8- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,lawyers,Des Moines,Iowa additional bonds in lesser denominations ( but not less than the minimum denomination) to an owner who so requests. Section 7. 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 8. 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 9. 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; -9- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,Lawyers,Des Moines,Iowa 2. A written order of Issuer signed by the 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, Dorweiler, Haynie , Smith & Allbee , Bond Counsel , concerning the vali- dity and legality of all the Bonds proposed to be issued. Section 10. 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 ) J (8 ) / / / ( 1 ) / / / / / / ( 2) ( 3 ) ( 4 ) ( 5 ) / / / / / / / / / / ( 9 ) / / / / / / / / (9A) / / / / / / / / / / ( 10 ) / / ( continued on the back of this Bond) / / / / . / / / / ( 11 ) ( 12) ( 13) ( 14 ) ( 15) / / / /////////////////////////////////////////////////////////// FIGURE 1 (Front) -10- Ahlers,Cooney,Dorweiler Haynie,Smith&Allbee,lawyers,Des Moines,Iowa ( 10 ) ( 16) ( 17 ) (Continued ) FIGURE 2 (Back) Ahlers,Cooney,Dorweiler,Haynie,Smith&Alibee,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" "GENERAL OBLIGATION BOND," "CORPORATE PURPOSE." Item 2, figure 1 = Rate: Item 3, figure 1 = Maturity: Item 4, figure 1 = Bond Date: July 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 and principal shall be paid to the registered holder of the bond as shown on the records of ownership maintained by the Registrar as of the 15th day of the month next preceding such interest payment date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. This bond is issued pursuant to the provisions of Section 384. 28 of the City Code of Iowa, for the purpose of paying costs of construction, reconstruction and repairing of street improvements; acquisition, construction, reconstruction, extension and improvement of sanitary sewers and facilities useful for the collection, treatment and disposal of sewage and industrial waste in a sanitary manner and storm sewers and -12- Ahlers,Cooney,Domeier,Haynie,Smith&Allbee,lawyers,Des Moines,Iowa facilities useful for the collection and disposal of surface waters and streams; equipping of fire department; rehabilitation and improvement of existing parks; acquisition, installation and repair of traffic control devices; and reconstruction, extension and improvement of an airport already owned; renovation to the East 5th Street Parking Ramp and improvements to the municipal stadium, 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 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 ( 1/2 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. Notice hereunder may be given by registered mail to the owner of record of the bond at address shown on the books of the Registrar and shall be deemed complete upon mailing. 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. 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 -13- Ahlers,Cooney,Domeier,Haynie,Smith&Allbee,lawyers,Des Moines,Iowa sufficient continuing annual tax on all the taxable property within the territory of the Issuer for the payment of the principal and interest of this bond as the same will respectively become due; that the faith, credit, revenues and resources and all the real and personal property of the Issuer are irrevocably pledged for the prompt payment hereof, both principal and interest; and the total indebtedness of the Issuer including this bond, does not exceed the constitutional or statutory limitations. IN TESTIMONY WHEREOF, the Issuer by its Council , has caused this bond to be signed by the facsimile signature of its Mayor and attested by the facsimile signature of its City Clerk, with the seal of said City printed hereon, and to be 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. The National Bank of Waterloo By Registrar Item 13, figure 1 = Registrar and Transfer Agent: The National Bank of Waterloo Paying Agent: The National Bank of Waterloo Item 14, figure 1 = (Seal ) Item 15, figure 1 = [Signature Block] City of Waterloo, Iowa By: ( facsimile signature ) Mayor Attest: ( facsimile signature ) City Clerk 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 -14- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,lawyers,Des Moines,Iowa [Opinion of Bond Counsel] 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 11. 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 12. Contract Between Issuer and Purchaser. This Resolution constitutes a contract between said City and the purchaser of the bonds. Section 13. Non-Arbitrage Covenants . The Issuer reasonably expects and covenants that no use will be made of the proceeds from the issuance and sale of the Bonds issued hereunder which will cause any of the Bonds to be classified as arbitrage Bonds within the meaning of 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 any funds in the Bond Fund for payment of the Bonds in excess of 13/12ths of the annual principal and interest requirements of the then current year. "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 -16- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,Lawyers,Des Moines,Iowa regulations issued under authority of Section 103( c) of the Internal Revenue Code of the United States. 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. Section 14. 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. 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 its power to assure the continued tax exemption on the bonds. -17- Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,Lawyers,Des Moines,Iowa 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 take whatever action is necessary within its power to comply with the applicable law and regulations in order to maintain tax exemption with respect to the Bonds. Section 15. 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 16. 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 17. Repeal of Conflicting Resolutions or Ordinances . That all ordinances and resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed. PASSED AND APPROVED this ,4 day of , 1986. 7,M yor ei ( / ATTEST: -18- 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 h n and the seal of said Municipality hereto affixed this day of << 1 , 1986. i Cler , W terl , Io SEAL Ahlers,Cooney,Dorweiler,Haynie,Smith&Allbee,Lawyers,Des Moines,Iowa H 7J Z Cn C) Cn Cn yO rd • C.) H r< rdH H O Z O Z to H 0 H- x r o H H Hr N 0 o O H Z O Z • O G] Z 1-< 0 to z Cn Z C7 H arI • hd co C7 ih r o too C w OOH Z td C7 C7rH CnHZ 0 H '71 H o O • H by x Otr] C7 Cn