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HomeMy WebLinkAbout1988-380-06.27.1988 OR1G1AL (This Notice to be posted) NOTICE AND CALL OF PUBLIC MEETING Governmental Body: The City Council of Waterloo, Iowa. Date of Meeting: June 27, 1988 Time of Meeting: 7 : 00 P.M. Place of Meeting: Council Chambers , City Hall, Waterloo, Iowa. PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental body will meet at the date, time and place above set out. The tentative agenda for said meeting is as follows: $5, 700,000 Corporate Purpose General Obligation 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. i' 11/1 it C /Auditor ater oo, Iowa La ry . Burger ,/ AHLERS.COONEY.DOHWEILER,HAYNIE,SMITH&ALLHEE ATTORNEYS AT LAW DES MOINES.IOWA June 27 , 1988 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: Brown, Buck, Fox, Angel, Wright and Budak Absent: Dell * * * * * * * -1- AHLERS.COONEY,BOHMEILER.HAYNIE.SMITH&ALLBEE ATTORNEYS AT LAW DES MOINES,IOWA Buck moved that the form of Tax Exemption Certificate be placed on file and approved. _ Brown seconded the motion. The roll was called and the vote was , AYES : Brown, uck, Fox. Arige1_, _Wri_aht and Budak Absent: Dell --_- - NAYS : None - Council Member Buck introduced the following Resolution entitled "RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $5,700,000 GENERAL OBLIGATION BONDS AND LEVYING A TAX TO PAY SAID BONDS" and moved that it be adopted. Council Member Brown seconded the motion to adopt , and the roll being called thereon, the vote was as follows: AYES: Brown, Buck, Fox, Angel, Wright and Budak ABSENT: Na &m Dell Whereupon, the Mayor declared said Resolution duly adopted as follows: RESOLUTION NO. 1988-380 RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $5, 700,000 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, improvement, and equipping of works and facilities useful for the collection, treatment , and disposal of sewage and industrial waste in a sanitary manner or for the collection and disposal of surface waters and streams; construction, reconstruction, enlargement, improvement, and repair of bridges ; the acquisition, installation, and repair of traffic -2- AHLERS,COONEY,DORA EILER,HAYNIE,SMITH&ALLBEE ATTORNEYS AT LAW DES MOINES,IOWA control devices; reconstruction, extension, and improvement of an existing airport; and rehabilitation and improvement of existing parks , an essential corporate purpose , and it is deemed necessary and advisable that General Obligation Bonds in the amount of $5, 550,000 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 improvements to the Municipal Stadium, acquisition, construction, reconstruction, enlargement, improvement and equipping of city library and municipal maintenance buildings, including a salt storage building, a general corporate purpose, and it is deemed necessary and advisable that General Obligation Bonds in the amount of $145, 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: -3- AHLERS,GOONEY,DORWEILER,HAYNIE,SMITH&ALLBEE ATTORNEYS AT LAW DES MOINES.IOWA (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, 700,000 General Obligation Bonds , authorized to be issued by this Resolution; (d) "Project Fund" shall mean the fund required to be established by this Resolution for the deposit of the proceeds of the Bonds . (e ) "Rebate Fund" shall mean the fund so defined in and established pursuant to the Tax Exemption Certificate . (f ) "Registrar" shall be the National Bank of Waterloo of Waterloo, Iowa, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein with respect to maintaining a register of the owners of the bonds. Unless otherwise specified, the Registrar shall also act as Transfer Agent for the bonds . (g) "Paying Agent" shall be the the National Bank of Waterloo, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein as Issuer' s agent to provide for the payment of principal of and interest on the Bonds as the same shall become due . (h) "Tax Exemption Certificate" shall mean the Tax Exemption Certificate executed by the Treasurer and delivered at the time of issuance and delivery of the Bonds . ( i ) "AMBAC Indemnity" shall mean AMBAC Indemnity Corporation, a Wisconsin-domiciled stock insurance company. ( j ) "Municipal Bond Insurance Policy" shall mean the municipal bond insurance policy issued by AMBAC Indemnity insuring the payment when due of the principal of and interst on the Bonds as provided therein. 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 AHLERS,COOE ,DO NY RWEILER,HAYNIE.SMITH&ALLBEE ATTORNEYS AT LAW DES MOINES,IOWA 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: $ 769,333 1989/1990 $ 429,350 1990/1991 $ 427,700 1991/1992 $ 501, 050 1992/1993 $ 544,450 1993/1994 $ 584, 550 1994/1995 $ 596, 350 1995/1996 $ 581, 500 1996/1997 $ 591,425 1997/1998 $ 724, 550 1998/1999 $ 771, 950 1999/2000 $ 763, 700 2000/2001 $ 778, 700 2001/2002 $ 789, 100 2002/2003 $1,095,300 2003/2004 $1 ,075, 000 2004/2005 (NOTE: For example the levy to be made and certified against the taxable valuations of January 1, 1986, will be collected during the fiscal year commencing July 1, 1987) . (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, and for no other purpose whatsoever. (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. -5- AHLERS,COONEY,DORM EILER,HAYNIE.SMITH&ALLBEE ATTORNEYS AT LAW DES MOINES.IOWA 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 1988 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. 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 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 Bond Fund. Section 5. Investments of Bond Fund Proceeds . All moneys held in the Bond Fund, provided for by Section 3 of this Resolution shall be invested in direct obligations of the United States Government or deposited in financial institutions which are members of the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation and the deposits in which are insured thereby and all such deposits exceeding the maximum amount insured from time to time by FDIC or FSLIC or its equivalent successor in any one financial institution shall be continuously secured by a valid pledge of direct obligations of the United States Government having an equivalent market value. All such interim investments shall mature before the date on which the moneys are required for payment of principal of or interest on the Bonds as herein provided. Section 6. Bond Details, Execution and Redemption. (a) Bond Details . General Obligation Bonds of the City in the amount of $5,700, 000, shall be issued pursuant to the provisions of Section of the City Code of Iowa for the aforesaid purpose. The bonds shall be designated "GENERAL OBLIGATION BOND" , be dated July 1, 1988, and bear interest from the date thereof , until payment thereof , at -6- FILERS.COONEY.DORA EILER,HAYNIE,SMITH&ALLBEE ATTORNEYS AT LAW DES MOINES,IOWA the office of the Paying Agent , said interest payable on May 1, 1989, 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 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 in the denomination of $5,000 each or multiples thereof . Said Bonds shall mature and bear interest as follows: Interest Principal Maturity Rate Amount May 1st 6. 60% $ 25,000 1990 6. 60% $ 25,000 1991 6. 60% $ 25,000 1992 6. 60% $ 100, 000 1993 6 . 60% $ 150,000 1994 6.60% $ 200,000 1995 6 . 60% $ 225, 000 1996 6. 70% $ 225, 000 1997 6. 75% $ 250, 000 1998 6. 90% $ 400,000 1999 7. 00% $ 475, 000 2000 7.00% $ 500,000 2001 7 . 20% $ 550, 000 2002 7. 30% $ 600, 000 2003 7 . 40% $ 950,000 2004 7.50% $1, 000,000 2005 (b) . Redemption . Bonds maturing on and after May 1, 1999 , are subject to call prior to maturity from any funds regardless of source on any interest payment date on or after May 1, 1998, in whole, or from time to time in part, in inverse order of maturity and within a maturity by lot, upon terms of par and accrued interest plus a premium equal to one-half of one percent ( 1,12 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 by giving thirty ( 30) days ' notice of redemption to the registered owner of the bond. -7- AHLERS.COONEY'.DOHWEILER,HAYNIE.SMITH ALLBEE ATTORNEYS AT LAW 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 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 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. -8- AIILERS.GOONEY.DORAN ELLER.HAYNIE.SMITH&ALLBEE ATTORNEYS AT LAW DES MOINES,IOWA (c ) Registration of Transferred Bonds . In all cases of the transfer of the Bonds , the Registrar shall register, at the earliest practicable time, on the Registration Books, the Bonds, in accordance with the provisions of this Resolution. (d ) Ownership. As to any Bond, the person in whose name the ownership of the same shall be registered on the Registration Books of the Registrar shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Bonds and the premium, if any, and interest thereon shall be made only to or upon the order of the registered owner thereof or his legal representative . All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid. (e ) Cancellation . All Bonds which have been redeemed shall not be reissued but shall be cancelled by the Registrar. All Bonds which are cancelled by the Registrar shall be destroyed and a certificate of the destruction thereof shall be furnished promptly to the Issuer; provided that if the Issuer shall so direct , the Registrar shall forward the cancelled Bonds to the Issuer. ( f ) Non-Presentment of Bonds . In the event any payment check representing payment of 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. -9- AHLERS.COONEY",DORA'EILER,HAINIE,SMITH&ALLBEE ATTORNEYS AT LAW DES MOINES.IOWA (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 fur- nish additional bonds in lesser denominations (but not less than the minimum denomination) to an owner who so requests . Section 8. Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds . In case any outstanding Bond shall become mutilated or be destroyed, stolen or lost , the Issuer shall at the request of Registrar authenticate and deliver a new Bond of like tenor and amount as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond to Registrar, upon surrender of such mutilated Bond, or in lieu of and substitution for the Bond destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and Issuer that such Bond has been destroyed, stolen or lost and proof of ownership thereof , and upon furnishing the Registrar and Issuer with satisfactory indemnity and complying with such other reasonable regulations as the Issuer or its agent may prescribe and paying such expenses as the Issuer may incur in connection therewith. Section 9. Record Date . Payments of principal and interest, otherwise than upon full redemption, made in respect of any Bond, shall be made to the registered holder thereof or to their designated agent as the same appear on the books of the Registrar on the 15th day of the month preceding the payment date. All such payments shall fully discharge the obligations of the Issuer in respect of such Bonds to the extent of the payments so made. Payment of principal shall only be made upon surrender of the Bond to the Paying Agent. Section 10. Execution, Authentication and Delivery of the Bonds . Upon the adoption of this Resolution, the Mayor and Clerk shall execute and deliver the Bonds to the Registrar, who shall authenticate the Bonds and deliver the same to or upon order of the Purchaser. No Bond shall be valid or obligatory for any purpose or shall be entitled to any right or benefit hereunder unless the Registrar shall duly endorse and execute on such Bond a Certificate of Authentication substantially in the form of the Certificate herein set forth. Such Certificate upon any Bond executed on behalf of the Issuer shall be conclusive evidence that the Bond so authenticated has been duly issued under this Resolution and that the holder thereof is entitled to the benefits of this Resolution. No Bonds shall be authenticated and delivered by the Registrar unless and until there shall have been provided the following: -10- AHLERS,GOONEY,DORN\EILER,HAYNIE.SMITH&ALLBEE ATTORNEYS AT LAW DES MOINES,IOWA 1. A certified copy of the resolution of Issuer authorizing the issuance of the Bonds; 2 . A written order of Issuer signed by the Finance Officer 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 validity and legality of all the Bonds proposed to be issued. Section 11. Right to Name Substitute Paying Agent or Registrar . Issuer reserves the right to name a substitute, successor Registrar or Paying Agent upon giving prompt written notice to each registered bondholder. -11- AHLERS.COON El,DORM FILER,HASNIE,SMITH&ALLBEE ATTORNEYS AT LAW DES MOINES.IOWA Section 12. Form of Bond . Bonds shall be printed in substantial compliance with standards proposed by the American Standards Institute substantially in the form as follows: / /// / ////////////////////////////////////////////////// ( 6) J I ( 6) �1 / ( 7) L ( 8 ) / ( 1 ) / ( 2) ( 3) I ( 4) a ( 5) r / / / / ( 9) / ( 9A) / / / ( 10) / (continued on the back of this Bond) / ( 11 ) ( 12) ( 13) ( 14) ( 15) / ////////////////////////////////////////////////////////// FIGURE 1 (Front) -12- MILERS,GOONEY,DORAEILER,HAYNIE,SMITH&ALLBEE ATTORNEYS AT LAW DES MOINES.IOWA ( 10) ( 16 ) ( 17) (Continued ) FIGURE 2 (Back) -13- AHLERS,COONEY.DOH WEILER.HAYNIE.SMITH&ALLBEE ATTORNEYS AT LAW DES MOINES,IOWA The text of the Bonds to be located thereon at the item numbers shown shall be as follows: Item 1, figure 1 = "STATE OF IOWA" "COUNTY OF BLACK HAWK" "CITY OF WATERLOO" "GENERAL OBLIGATION BOND," "CORPORATE PURPOSE. " Item 2, figure 1 = Rate: Item 3, figure 1 = Maturity: Item 4, figure 1 = Bond Date: July 1 , 1988 Item 5, figure 1 = Cusip # Item 6, figure 1 = "Registered" Item 7, figure 1 = Certificate No . Item 8, figure 1 = Principal Amount: $ Item 9, figure 1 = The City of Waterloo, Iowa, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of Iowa (the "Issuer" ) , for value received, promises to pay from the source and as hereinafter provided, on the maturity date indicated above, to Item 9A, figure 1 = (Registration panel to be completed by Registrar or Printer with name of Registered Owner) . Item 10, figure 1 = or registered assigns, the principal sum of (principal amount written out) Thousand Dollars in lawful money of the United States of America , on the maturity date shown above, only upon presentation and surrender hereof at the office of the National Bank of Waterloo, Paying Agent of this issue, or its successor, with interest on said sum from the date hereof until paid at the rate per annum specified above, payable on May 1, 1989, 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, improvement, and equipping of works and facilities useful for the collection, treatment, and disposal of sewage and industrial waste in a sanitary manner or for the collection and disposal of surface waters and streams; construction, AHLERS.GOONEY.DORAEILER,HAYNIE.SMITH&ALLBEE ATTORNEYS AT LAW DES MOINES,IOWA reconstruction, enlargement, improvement , and repair of bridges; the acquisition, installation, and repair of traffic control devices; reconstruction, extension, and improvement of an existing airport; rehabilitation and improvement of existing parks; improvements to the Municipal Stadium, acquisition, construction, reconstruction, enlargement , improvement and equipping of city library and municipal maintenance buildings , including a salt storage building, in conformity to a Resolution of the Council of said City duly passed and approved. Bonds maturing on and after May 1, 1999, are subject to call prior to maturity from any funds regardless of source on any interest payment date on or after May 1, 1998, in whole , or from time to time in part , in inverse order of maturity and within a maturity by lot, upon terms of par and accrued interest plus a premium equal to one-half of one percent ( 4 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 by giving thirty ( 30 ) days ' notice of redemption to the registered owner of the bond. Notice hereunder may be given by registered mail to the owner of record of the Bond at the 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 office of the Registrar, together with an assignment duly executed by the owner hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however, promptly give notice to registered bondholders of such change . All bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384. 31 of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bond Resolution. This Bond is a "qualified tax-exempt obligation" designated by the City for purposes of Section 265(b) ( 3 ) (B ) of the Internal Revenue Code of 1986. And it is hereby represented and certified that all acts , conditions and things requisite , according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done , or to be performed precedent to the lawful issue of this Bond, have been existent, had, done and performed as required by law; that provision has been made for the levy of a -15- AHLERS,COONEY,DORM EILER,HAINIE,SMITH&ALLBEE ATTORNEYS AT LAW 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/Auditor, with the seal of said City printed hereon, and to be authenticated by the manual signature of an authorized representative of the Registrar, the National Bank of Waterloo of 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/Auditor -16- AHLERS.GOONEY.DORM'EILER.HAYNIE,SMITH&ALLBEE ATTORNEYS AT LAW DES MOINES.IOWA Item 16, figure 2 = [Legend on AMBAC Indemnity Insured Bonds] Municipal Bond Insurance Policy No. 2898BE ( the "Policy" ) with respect to payments due for principal of and interest on this bond has been issued by AMBAC Indemnity Corporation ( "AMBAC Indemnity" ) . The Policy has been delivered to the United States Trust Company of New York, New York, New York , as the Insurance Trustee under said Policy and will be held by such Insurance Trustee or any successor insurance trustee. The Policy is on file and available for inspection at the principal office of the Insurance Trustee and a copy thereof may be secured from AMBAC Indemnity or the Insurance Trustee. All payments required to be made under the Policy shall be made in accordance with the provisions thereof . The owner of this bond acknowledges and consents to the subrogation rights of AMBAC Indemnity as more fully set forth in the Policy. Item 17, figure 2 = It is certified that the following is a correct and complete copy of the opinion of bond counsel issued as of the date of delivery of the issue of which this Bond is a part. ( facsimile signature ) City Clerk/Auditor [Opinion of Bond Counsel] Item 18, figure 2 = [Assignment Block] [Information Required for Registration] ASSIGNMENT For value received, the undersigned hereby sells , assigns and transfers unto _ (Social Security or Tax Identification No. ) the within Bond and does hereby irrevocably constitute and appoint attorney in fact to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises . Dated (Person(s ) executing this Assignment sign(s ) here ) SIGNATURE GUARANTEED) -17- AHLERS.GOONEY.DORWEILER,HAYNIE.SMITH&ALLBEE ATTORNEYS AT LAW DES MOINES.IOWA 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 enlarge- ment 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 signa- tures 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. The following abbreviations , when used in the inscription on the face of this Bond, shall be construed as though written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common IA UNIF TRANS MIN ACT - Custodian (Cust) (Minor) under Iowa Uniform Transfers to Minors Act (State) Section 13. Contract Between Issuer and Purchaser . This Resolution constitutes a contract between said City and the purchaser of the Bonds . Section 14. 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 -18- AHLERS,COON El DORM EILER,Hay NIE.SMITH&ALLREE ATTORNEYS AT LAW DES MOINES,IOWA arbitrage bonds within the meaning of Section 148(a ) and (b) 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 . Without limiting the generality of the foregoing, the Issuer hereby agrees to comply with the provisions of the Tax Exemption Certificate and the provisions of the Tax Exemption Certificate are hereby incorporated by reference as part of this Resolution. The Treasurer is hereby directed to make and insert all calculations and determinations necessary to complete the Tax Exemption Certificate in all respects and to execute and deliver the Tax Exemption Certificate at issuance of the Bonds to certify as to the reasonable expectations and covenants of the Issuer at that date. Section 15. Payment Procedure Pursuant to Municipal Bond Insurance Policy. (A) As long as the bond insurance shall be in full force and effect , the Issuer, the Trustee and any Paying Agent agree to comply with the following provisions: (a) if five ( 5) days prior to an Interest Payment Date the Trustee or Paying Agent, if any, determines that there will be insufficient funds in the Funds and Accounts to pay the principal of or interest on the Bonds on such Interest Payment Date, the Trustee or Paying Agent, if any, shall so notify AMBAC Indemnity. Such notice shall specify the amount of the anticipated deficiency, the Bonds to which such deficiency is applicable and whether such Bonds will be deficient as to principal or interest, or both. If the Trustee or Paying Agent, if any, has not so notified AMBAC Indemnity five ( 5 ) days prior to an Interest Payment Date , AMBAC Indemnity will make payments of principal or interest due on the Bonds on or before the fifth ( 5th) business day next following the date on which AMBAC Indemnity shall have received notice of nonpayment from the Trustee or Paying Agent , if any. (b) the Trustee or Paying Agent, if any, shall , after giving notice to AMBAC Indemnity as provided in (a) above , make available to AMBAC Indemnity and, at AMBAC Indemnity 's direction, to the United States AHLERS,GOONEY'.DOREILER.HAFNIE,SMITH&ALLBEE ATTORNEYS AT LAW DES MOINES.IOWA Trust Company of New York , as insurance trustee for AMBAC Indemnity or any successor insurance trustee ( the "Insurance Trustee" ) , the registration books of the Issuer maintained by the Trustee or Paying Agent, if any, and all records relating to the Funds and Accounts maintained under this Resolution. ( c) the Trustee or Paying Agent , if any, shall provide AMBAC Indemnity and the Insurance Trustee with a list of registered owners of Bonds entitled to receive principal or interest payments from AMBAC Indemnity under the terms of the Municipal Bond Insurance Policy, and shall make arrangements with the Insurance Trustee ( i ) to mail checks or drafts to the registered owners of Bonds entitled to receive full or partial interest payments from AMBAC Indemnity and ( ii ) to pay principal upon Bonds surrendered to the Insurance Trustee by the registered owners of Bonds entitled to receive full or partial principal payments from AMBAC Indemnity. (d ) the Trustee or Paying Agent, if any, shall, at the time it provides notice to AMBAC Indemnity pursuant to (a ) above, notify registered owners of Bonds entitled to receive the payment of principal or interest thereon from AMBAC Indemnity ( i ) as to the fact of such entitlement, ( ii ) that AMBAC Indemnity will remit to them all or a part of the interest payments next coming due upon proof of Bondholder entitlement to interest payments and delivery to the Insurance Trustee, in form satisfactory to the Insurance Trustee, of an appropriate assignment of the registered owner's right to payment , ( iii ) that should they be entitled to receive full payment of principal from AMBAC Indemnity , they must surrender their Bonds (along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee to permit ownership of such Bonds to be registered in the name of AMBAC Indemnity) for payment to the Insurance Trustee, and not the Trustee or Paying Agent, if any, and ( iv) that should they be entitled to receive partial payment of principal from AMBAC Indemnity, they must surrender their Bonds for payment thereon first to the Trustee or Paying Agent, if any, who shall note on such Bonds the portion of the principal paid by the Trustee or Paying Agent , if any, and then, along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee which will then pay the unpaid portion of principal. -20- AHLERS.COONEY.DORM EILER,HAYNIE,SMITH&ALLBEE ATTORNEYS AT LAW DES MOINES,IOWA (e ) in the event that the Trustee or Paying Agent, if any, has notice that any payment of principal of or interest on a Bond which has become Due for Payment and which is made to a Bondholder by or on behalf of the Issuer has been deemed a preferential transfer and theretofore recovered from its registered owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Trustee or Paying Agent , if any, shall , at the time AMBAC Indemnity is notified pursuant to (a) above , notify all registered owners that in the event that any registered owner's payment is so recovered, such registered owner will be entitled to payment from AMBAC Indemnity to the extent of such recovery if sufficient funds are not otherwise available , and the Trustee or Paying Agent, if any, shall furnish to AMBAC Indemnity its records evidencing the payments of principal of and interest on the Bonds which have been made by the Trustee or Paying Agent, if any, and subsequently recovered from registered owners and the dates on which such payments were made. ( f ) in addition to those rights granted AMBAC Indemnity under this Resolution, AMBAC Indemnity shall, to the extent it makes payment of principal of or interest on Bonds , become subrogated to the rights of the recipients of such payments in accordance with the terms of the Municipal Bond Insurance Policy, and to evidence such subrogation ( i ) in the case of subrogation as to claims for past due interest, the Trustee or Paying Agent , if any, shall note AMBAC Indemnity's rights as subrogee on the registration books of the Issuer maintained by the Trustee or Paying Agent, if any, upon receipt from AMBAC Indemnity of proof of the payment of interest thereon to the registered owners of the Bonds , and ( ii ) in the case of subrogation as to claims for past due principal, the Trustee or Paying Agent , if any, shall note AMBAC Indemnity's rights as subrogee on the registration books of the Issuer maintained by the Trustee or Paying Agent , if any, upon surrender of the Bonds by the registered owners thereof together with proof of the payment of principal thereof . Section 16. Defeasance . In the event that the principal and/or interest due on the Bonds shall be paid by AMBAC Indemnity pursuant to the Municipal Bond Insurance Policy, the Bonds shall remain Outstanding for all purposes , not be defeased or otherwise satisfied and not be considered paid by -21- \HLERS.COONEi.DOB ii"EILER.HAVNIE.SMITH&ALLBEE ATTORNEYS AT LAW DES MOINES,IOWA the Issuer and the covenants , agreements and other obligations of the Issuer to the registered owners shall continue to exist and shall run to the benefit of AMBAC Indemnity, and AMBAC Indemnity shall be subrogated to the rights of such registered owners . AMBAC Indemnity will allow the following obligations to be used for defeasance purposes and investing, and receiving credit for, accrued and capitalized interest; (a) Cash or (b) Direct obligations of ( including obligations issued held in book entry form on the books of ) the Department of Treasury of the United States of America. Section 17. Consent . A. Consent of AMBAC Indemnity Any provision of this Resolution expressly recognizing or granting rights in or to AMBAC Indemnity may not be amended in any manner which affects the rights of AMBAC Indemnity hereunder without the prior written consent of AMBAC Indemnity. B . Consent of AMBAC Indemnity in Addition to Bondholder Consent AMBAC Indemnity 's consent shall be required in addition to Bondholder consent , when required, for the execution and delivery of any supplemental resolution or any amendment , supplement or change to or modification of other documents relating to the security for the Bonds. C . Notices to AMBAC. AMBAC shall receive a copy of any notice to be given to the registered owners of the Bonds , including, without limitation, notification of any redemption of or the defeasance of Bonds , and any certificate rendered pursuant to this Resolution relating to the security for the Bonds . Section 18. Parties Interested Herein. Nothing in this Resolution, expressed or implied, is intended or shall be construed to confer upon or to give to, any person or entity, other than the Issuer, AMBAC Indemnity and the registered owners of the Bonds , any right, remedy or claim under or by reason of this Resolution or any covenant, condition or stipulation hereof , and all covenants , stipulations, promises -22- AHLERS,(LOONEY,DORW'EILER,HAYNIE,SMITH&ALLBEE ATTORNEYS AT LAW DES MOINES,IOWA and agreements in this Resolution contained by and on behalf of the Issuer shall be for the sole and exclusive benefit of the Issuer, AMBAC Indemnity and the registered owners of the Bonds. Section 19. Permitted Investments . AMBAC will allow the following obligations to be used as Permitted Investments for all purposes other than: ( i ) investments in escrow accounts, and ( ii ) investing, and receiving credit for, accrued and capitalized interest: ( 1) direct obligations of ( including obligations issued or held in book entry form on the books of ) the Department of Treasury of the United States of America; ( 2) obligations of any of the following federal agencies which obligations represent full faith and credit of the United States of America, including: - Export - Import Bank - Farmers Home Administration - General Services Administration - U.S . Maritime Administration - Small business Administration - Government National Mortgage Association (GNMA) - U.S . Department of Housing & Urban Development (PHA's ) - Federal Housing Administration; ( 3) bonds , notes or other evidences of indebtedness rated "AAA" by Standard & Poor's Corporation and "AAA" by Moody's Investor Services issued by the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation with remaining maturities not exceeding three years; ( 4) U.S. dollar denominated deposit accounts, federal funds and banker's acceptances with domestic commercial banks which have a rating on their short term certificates of deposit on the date of purchaser of "A-1" or "A-l+" by Standard & Poor's and "P-1" by Moody 's and maturing no more than 360 days after the date of purchase. (Ratings on holding companies are not considered as the rating of the bank) ; ( 5) commercial paper which is rated at the time of purchase in the single highest classification, "A-l+" by Standard & Poor's and "P-1" by Moody's -23- AHLERS.COONEY.DORMEILER,HAYNIE.SMITH&ALLBEE ATTORNEYS AT LAW DES MOINES,IOWA Investor Services and which matures not more than 270 days after the date of purchase; ( 6) Investments in a money market fund rated "AAAm" or "AAAm-G" or better by Standard & Poor's Corporation; ( 7) Pre-refunded municipal obligations defined as follows: Any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (A) which are rated, based on the escrow, in the highest rating category of Standard & Poor's Corporation and Moody's Investor Service, Inc. or any successors thereto; or (B) ( i ) which are fuly secured as to principal and interest and redemption premium, if any, by a fund consisting only of cash or obligations described in paragraph ( 1) above, which fund may be applied only to the premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and ( ii ) which fund is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to above, as appropriate; ( 8) Investment agreements approved in writing by AMBAC Indemnity Corporation [supported by appropriate opinions of counsel] ; and ( 9) Other forms of Investments approved in writing by AMBAC. Section 20. Value of Investments . The value of the above investments shall be determined as provided in "Value" below. -24- AHLERS,COONEY",DORWEILEH,HAY NIE.SMITH&ALLBEE ATTORNEYS AT LAW DES MOINES.IOWA "Value" , which shall be determined as of the end of each month, means that the value of any investments shall be calculated as follows: a ) as to investments the bid and asked prices of which are published on a regular basis in The Wall Street Journal (or, if not there , then in The New York Times ) : the average of the bid and asked prices for such investments so published on or most recently prior to such time of determinations b) as to investments the bid and asked prices of which are not published on a regular basis in The Wall Street Journal or The New York Times : the average bid price at such time of determination for such investments by any two nationally recognized government securities dealers (selected by the Trustee in its absolute discretion) at the time making a market in such investments or the bid price published by a nationally recognized pricing service; c ) as to certificates of deposit and bankers acceptances : the face amount thereof , plus accrued interest; and d ) as to any investment not specified above: the value thereof established by prior agreement between the Issuer, the Trustee and AMBAC Indemnity Corporation. Section 21. 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 22. Additional Covenants, Representations and Warranties of the Issuer. The Issuer certifies and covenants with the purchasers and holders of the Bonds from time to time outstanding that the Issuer through its officers , (a) will make such further specific covenants , representations and assurances as may be necessary or advisable; (b) comply with all representations , covenants and assurances contained in the Tax Exemption Certificate , which Tax Exemption Certificate shall constitute a part of the contract between the Issuer and the owners of the Bonds; (c ) consult with bond counsel (as defined in the Tax Exemption Certificate) ; (d ) pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Bonds; (e ) file such forms , statements and supporting documents as may be required and in a timely manner; and (f ) if deemed necessary or advisable by its officers , to employ and pay fiscal agents, -25- AHLERS.COONEY',DORM'EILER,HAFNIE,SMITH&aLLBEE ATTORNEYS AT LAW DES MOINES.IOWA financial advisors , attorneys and other persons to assist the Issuer in such compliance. Section 23. Amendment of Resolution to Maintain Tax Exemption. This Resolution may be amended without the consent of any owner of the Bonds if , in the opinion of bond counsel , such amendment is necessary to maintain tax exemption with respect to the Bonds under applicable Federal law or regulations. Section 24. Qualified Tax-Exempt Obligations . For the sole purpose of qualifying the Bonds as "Qualified Tax Exempt Obligations" pursuant to the Internal Revenue Code of the United States , the Issuer designates the Bonds as qualified tax-exempt obligations and represents that the reasonably anticipated amount of tax exempt government and Code Section 501(c) 3 obligations which will be issued during the current calendar year will not exceed Ten ( 10 ) Million Dollars . Section 25. 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 27th day of June , 1988 . Mayor Bern r . c in y ATTEST: ` C1 rk rry P. u e -26- AHLERS,COONEY,DOH%EILER,UM ME.SMITH&ALLREE ATTORNEYS AT LAW DES MOINES,IOWA CIG-3 4-85 CERTIFICATE STATE OF IOWA SS COUNTY OF BLACK HAWK I , the undersigned City Clerk of Waterloo, Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of said Municipality showing proceedings of the Council, and the same is a true and complete copy of the action taken by said Council with respect to said matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of said agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the 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 hand and the seal of said Municipality hereto affixed this 27th day of June , 1988. ci C . urg rterlo Iowa La PSEAL 1HLERS,COOMEY,DORM"EILER,HAYNIE,SMITH&ALLBEE ATTORNEYS AT LAW DES MOINES,IOWA • H z to tsi • O 0 c o H H 1-C LT1 H H 0 0 z o z • -Ea � z c 0 Cr! H 1-3 • x O 1-1 >C O Z1 �o O H CO H • N CO O O H I O z id O 0 CO 0 • t/i cn z d H ro d � � r O m c O O H • tEl d r H Cn H z 1-3• 11 H O O ;d H b� x O bi z cn