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2011-05-03 Resolution
�� 3 �� Prepared by: Marian K. Karr, 410 E. Washington St., Iowa City, IA 52240 (319) 356 -5043 RESOLUTION NO. 11 -147 RESOLUTION TO ISSUE DANCING PERMIT BE IT RESOLVED BY THE CITY COUNCIL OF IOWA CITY, IOWA, that a Dancing Permit as provided by law is hereby granted to the following named person and at the following described locations upon his /her filing an application, having endorsed thereon the certificates of the proper city officials as to having complied with all regulations and ordinances, having a valid beer, liquor, or wine license /permit, to wit: L-. I.C. Raw, LLC, dba The Summit Restaurant & Bar — 10 S. Clinton Street Passed and approved this 3rd day of May , 20 11 -�9 MAYOR Approved by ATTEST: CIT ERK City Attorney's Office It was moved by Mims and seconded by Champion the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: x Bailey _x_ Champion x Dickens x Hayek g Mims _x Wilburn x _ Wright YVI�g M3d Prepared by: Kevin O'Malley, Finance Director, 410 E. Washington St., Iowa City, IA 52240 (319)356 -5053 RESOLUTION NO. t i -i 4s RESOLUTION SETTING PUBLIC HEARING ON AMENDING THE FY2011 OPERATING BUDGET. BE IT RESOLVED BY THE CITY COUNCIL OF IOWA CITY, IOWA, that a public hearing will be held in Harvat Hall, City Hall, 410 East Washington Street, at 7:00 p.m., May 17, 2011, or if said meeting is cancelled, at the next meeting of the City Council thereafter as posted by the City Clerk, to permit any citizen to be heard for or against the proposed amendment to the FY2011 Operating Budget. The City Clerk is hereby directed to give notice of said public hearing and time and place thereof by publication in the Iowa City Press - Citizen, a newspaper of general circulation in Iowa City, not less than ten (10) days and not more than twenty (20) days before the time set for such hearing. Passed and approved this 3rd day of May , 20L1_. ATTEST: CITY RK MAYOR Approved by City Attorney's Office It was moved by Mims and seconded by Champion the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: x Bailey g Champion g Dickens x Hayek x Mims �- Wilburn Wright f nadmVeWyl l operbdgo4 -11. doc n3d 2 Prepared by: Daniel Scott, Public Works, 410 E. Washington St., Iowa City, IA 52240, (319)356 -5144 RESOLUTION NO. 11 -149 RESOLUTION SETTING A PUBLIC HEARING ON MAY 17, 2011 ON PLANS, SPECIFICATIONS, FORM OF CONTRACT, AND ESTIMATE OF COST FOR THE CONSTRUCTION OF THE IOWA CITY INDUSTRIAL CAMPUS PROJECT, DIRECTING CITY CLERK TO PUBLISH NOTICE OF SAID HEARING, AND DIRECTING THE CITY ENGINEER TO PLACE SAID PLANS ON FILE FOR PUBLIC INSPECTION. WHEREAS, funds for this project are available in the Iowa City Industrial Campus Project account # 4512- 434710. BE IT RESOLVED BY THE COUNCIL OF THE CITY OF IOWA CITY, IOWA: 1. That a public hearing on the plans, specifications, form of contract, and estimate of cost for the construction of the above - mentioned project is to be held on the 17th day of May, 2011, at 7:00 p.m. in the Emma J. Harvat Hall, City Hall, Iowa City, Iowa, or if said meeting is cancelled, at the next meeting of the City Council thereafter as posted by the City Clerk. 2. That the City Clerk is hereby authorized and directed to publish notice of the public hearing for the above -named project in a newspaper published at least once weekly and having a general circulation in the City, not less than four (4) nor more than twenty (20) days before said hearing. 3. That the copy of the plans, specifications, form of contract, and estimate of cost for the construction of the above -named project is hereby ordered placed on file by the City Engineer in the office of the City Clerk for public inspection. Passed and approved this 3rd day of May '20 11 �G Approved by ATTEST: V Aac�isli CITY RK City Attorneys Office cj(� 5 J) I pweng/res /setph- 420thStl CP.doc Resolution No. 11 -149 Page Z It was moved by Mims and seconded by Champion the Resolution be adopted, and upon roll call there were: AYES: x x x x x X wpdata/glossary/resolution- ic.doc NAYS: ABSENT: Bailey Champion Dickens Hayek Mims Wilburn Wright 03 Prepared by: Brian Boelk, Public Works, 410 E. Washington St., Iowa City, IA 52240 (319) 356 -5437 RESOLUTION NO. ii-i50 RESOLUTION SETTING A PUBLIC HEARING ON MAY 17, 2011, ON AN ORDINANCE AMENDING TITLE 3, ENTITLED "FINANCES, TAXATION & FEES," CHAPTER 4, "SCHEDULE OF FEES, RATES, CHARGES, BONDS, FINES, AND PENALTIES," SECTION 6, " STORMWATER UTILITY FEE" AND AMENDING TITLE 16 ENTITLED "PUBLIC WORKS," CHAPTER 3, "CITY UTILITIES," ARTICLE G, "STORM WATER COLLECTION, DISCHARGE AND RUNOFF," SECTION 10(F)(3) TO CHANGE THE RATE OF THE STORMWATER UTILITY FEE. WHEREAS, pursuant to Chapters 384 and 388, Code of Iowa (2011) the City of Iowa City is authorized to establish a stormwater utility and provide for the collection of rates and charges to pay for said utility; WHEREAS, stormwater utility rates fund the stormwater utility system over time; and WHEREAS, the flat rate for an Equivalent Residential Unit (ERU) will increase from $2.00 to $2.50, and the multiplying rate for non - residential properties will increase from $0.75 to $1.00; and WHEREAS, the City Code requires that notice and public hearing on proposed changes in rates for fees and charges for City utilities be provided to the public, prior to enactment of said rates for fees and charges. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF IOWA CITY, IOWA: 1. That a public hearing is to be held on the 17th day of May, 2011, at 7:00 p.m. in Emma J. Harvat Hall, City Hall, Iowa City , Iowa , or if said meeting is cancelled, at the next meeting of the City Council thereafter as posted by the City Clerk. 2. That the City Clerk is hereby authorized and directed to publish notice of the public hearing in a newspaper published at least once weekly and having a general circulation in the City, not less than four (4) nor more than twenty (20) days before said hearing. 3. That the copy of the ordinance is hereby ordered placed on file by the City Engineer in the office of the City Clerk for public inspection. Passed and approved this 3rd day of May , 20 11 Mayor Approved by ATTEST: CIT LERK City Attorney's Office �V kl Pwe ng /res /utiI ityfee-set ph. doc Resolution No. 11 -150 Page 2 It was moved by trims and seconded by champion the Resolution be adopted, and upon roll call there were: AYES: X x X x x x wpdata /glossary/resolution- ic.doc NAYS: ABSENT: Bailey Champion Dickens Hayek Mims Wilburn Wright Ub -W -11 N� +� 3e (l) Prepared by: Susan Dulek, Asst. City Attorney, 410 E. Washington Street, Iowa City, IA 52240 (319) 356 -5030 RESOLUTION NO. 11_151 RESOLUTION AUTHORIZING THE MAYOR TO SIGN AND THE CITY CLERK TO ATTEST AN AMENDMENT TO THE LISTING AGREEMENT WITH SKOGMAN REALTY FOR AVIATION COMMERCE PARK TO ADD A LEASE RATE SCHEDULE. WHEREAS, in Resolution No. 11 -15, the City Council approved a listing agreement ( "Listing Agreement ") among the Airport Commission, the City Council, and Skogman Realty to sell and lease the property known as the Aviation Commerce Park subdivision; WHEREAS, the Listing Agreement contains a pricing model for sales but does not include a lease rate schedule; and WHEREAS, it is in the best interest of the City of Iowa City to amend to the Listing Agreement to add a lease rate schedule. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT the Mayor is authorized to sign and the City Clerk to attest to the attached First Amendment to Listing Agreement. Passed and approved this 3rd day of May 2011. ATTEST: CM -CLERK Approved by City Attorney's Office Resolution No. i ] -i S i Page 2 It was moved by Aims and seconded by Champion the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: X Bailey x Champion x Dickens x Hayek x Mims x_ Wilburn x Wright wpdata /glossary/resolution -ic. doc FIRST AMENDMENT TO LISTING AGREEMENT WHEREAS, on January 10, 2011, the City of Iowa City, Iowa City Airport Commission, and Skogman Realty entered into listing agreement ( "Listing Agreement ") to sell and lease the property known as the Aviation Commerce Park subdivision; WHEREAS, the parties wish to amend the Listing Agreement to add a lease rate schedule; and WHEREAS, Paragraph 13 of the Listing Agreement provides that it may be amended by written agreement of the parties. IT IS THEREFORE AGREED that: Paragraph 2b of Exhibit A is amended by deleting the last sentence in its entirety and by substituting the following sentence in lieu thereof: Agent shall advertise the Property at the rental rates listed in Exhibit F, which is attached and incorporated herein. All other terms of the Listing Agreement, as amended, shall remain in full force and effect. GMAN REALTY rg Date THE IOWA CITY AIRPORT COMMISSION Minnetta V. Gardinier, Chairperson Date THE CITY OF IOWA CITY 1�24� 2z. Mari ". Karr, City Clerk Matthew J. Hayek, Mayor CITY ACKNOWLEDGMENT STATE OF IOWA ) ) ss: JOHNSON COUNTY ) On this :3 fd. day of MAC , 2011, before me, the undersigned, a notary public in and for the State of Iowa, personally appeared Maibew J. Hayek and Marian K. Karr, to me personally known, who being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of said municipal corporation executing the within and foregoing instrument; that the seal affixed thereto is the seal of said municipal corporation; that said instrument was signed and sealed on behalf of said municipal corporation by authority of its City Council; and that the said Mayor and City Clerk as such officers acknowledged that the execution of said instrument to be the voluntary act and deed of said corporation, by it and by them voluntarily executed. Approved by City Attorney's Office Notary Public in and for the State of Iowa %IAA SONDRAE FORT o x Commission Number 159791 My Commission Expires iow 3 7 a ©ia Airport Commercial Lots Lease Price Exhibit Lot # Acres Square feet Price /sf Purchase price Status Lease /Ft 1 1.38 60,076 3.75 225,000 Sold 2 4.44 193,482 2.90 562,000 Sold 3 6.33 275,603 1.99 547,500 Sold 4 7.21 313,924 2.90 910,000 Sold 5 3.17 137,904 3.05 420,000 Sold 6 2.18 94,754 4.91 465,000 $ 0.42 7 0.97 42,253 4.97 210,000 $ 0.42 8 1.25 54,250 4.88 265,000 $ 0.42 9 1.23 53,761 4.93 265,000 $ 0.42 10 2.12 92,230 4.66 430,000 Sold 11 1.46 63,429 4.97 315,000 $ 0.42 12 0.81 35,331 4.95 175,000 $ 0.42 13 0.9 39,280 4.96 195,000 $ 0.42 14 0.91 39,454 4.94 195,000 $ 0.42 15 0.91 39,423 4.95 195,000 $ 0.42 16 0.89 38,919 5.01 195,000 $ 0.43 17 1.07 46,628 4.93 230,000 $ 0.42 Totals 37.23 1,620,701 4.33 avg. 5,799,500 pENNGAD 800- 631 -6989 m dvf19 =3e Prepared by: Liz Osborne, CD Division, 410 E. Washington St., Iowa City, IA 52240 (319)356 -5246 RESOLUTION NO. 11 -152 RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST TO A SUBORDINATION AGREEMENT BETWEEN THE CITY OF IOWA CITY AND UNIVERSITY OF IOWA COMMUNITY CREDIT UNION, CEDAR RAPIDS, IOWA FOR PROPERTY LOCATED AT 1073 WALKER CIRCLE, IOWA CITY, IOWA. WHEREAS, the City of Iowa City is the owner and holder of a Forgivable Mortgage, executed by the owner of the property on February 19, 2010, recorded on March 1, 2010, in Book 4560 Page 650 through Page 655, in the Johnson County Recorder's Office covering the following described real estate: Unit 1073, Peninsula Neighborhood, Lot 36 Condominiums, according to the Declaration of Submission of Property to Horizontal Property Regime pursuant to Chapter 499B of the Code of Iowa, recorded December 18, 2009 in Book 4540, Page 99, Records of the Recorder of Johnson County Iowa, together with said unit's undivided interest in the common elements. Said Peninsula Neighborhood, Lot 36 Condominiums are located on Lot 36, Peninsula Neighborhood, Second Addition, Iowa City, Iowa, according to the plat thereof recorded in Book 46, Page 186, Plat records of Johnson County, Iowa. WHEREAS, University of Iowa Community Credit Union has refinanced a mortgage to the owner of the property located at 1073 Walker Circle and is securing the loan with a mortgage covering the real estate described above; and WHEREAS, University of Iowa Community Credit Union has requested that the City execute the attached subordination agreement thereby making the City's lien subordinate to the lien of said mortgage with University of Iowa Community Credit Union; and WHEREAS, the subordination will not change the City's current position, that is, it will remain is second position and inferior to the owner's primary lender. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA that the Mayor is authorized to sign and the City Clerk to attest the subordination agreement between the City of Iowa City and University of Iowa Community Credit Union, Cedar Rapids, Iowa. Resolution No. Page 2 11 -152 Passed and approved this 3rd day of May , 20__U_• MAYOR Approved by q ATTEST: CITY ERK City Attorney's Office It was moved by Mims and seconded by Champion the Resolution be adopted, and upon roll call there were: AYES: X x x x x —X~ x NAYS: ABSENT: Bailey Champion Dickens Hayek Mims Wilburn Wright SUBORDINATION AGREEMENT THIS AGREEMENT is made by and between the City of Iowa City, herein the City, and University of Iowa Community Credit Union of Cedar Rapids, Iowa, herein the Financial Institution. WHEREAS, the City is the owner and holder of certain Forgivable Mortgage which at this time is in the amount of $43.200, and was executed by Shannon O. Toomey (herein the Owner), dated February 19, 2010, recorded March 1. 2010, in Book 4560, Page 650 through Page 655, Johnson County Recorder's Office, covering the following described real property: Unit 1073, Peninsula Neighborhood, Lot 36 Condominiums, according to the Declaration of Submission of Property to Horizontal Property Regime pursuant to Chapter 499B of the Code of Iowa, recorded December 18, 2009 in Book 4540, Page 99, Records of the Recorder of Johnson County Iowa, together with said unit's undivided interest in the common elements. Said Peninsula Neighborhood, Lot 36 Condominiums are located on Lot 36, Peninsula Neighborhood, Second Addition, Iowa City, Iowa, according to the plat thereof recorded in Book 46, Page 186, Plat records of Johnson County, Iowa. WHEREAS, the Financial Institution proposes to loan the sum of $147,000 on a promissory note to be executed by the Financial Institution and the Owner, securing a mortgage covering the real property described above; and WHEREAS, to induce the Financial Institution to make such loan, it is necessary that the Forgivable Mortgage held by the City be subordinated to the lien of the mortgage made by the Financial Institution. NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties hereto, the parties agree as follows: 1. Subordination. The City hereby covenants and agrees with the Financial Institution that the above noted Forgivable Mortgage held by the City is and shall continue to be subject and subordinate to the lien of the mortgage about to be made by the Financial Institution. 2. Consideration. The City acknowledges receipt from the Financial Institution of One Hundred and Fifty Dollars ($150.00) and other good and valuable consideration for its act of subordination herein. 3. Senior Mortgage. The mortgage in favor of the Financial Institution is hereby acknowledged as a lien superior to the Forgivable Mortgage of the City. 4. Binding Effect. This agreement shall be binding upon and inure to the benefit of the respective heirs,(, legal representatives, successors, and assigns of the parties hereto. f + Dated this 3 day of MA , 20 11 CITY OF IOWA CITY Attest: City C k CITY'S ACKNOWLEDGEMENT STATE OF IOWA ) ) SS: JOHNSON COUNTY ) FINANCIAL INSTITUTION By On this " day of "x 20 0 , before me, the undersigned, a Notary Public in and for the State of owa, personally appeared Nt �,e� �, r4,-K and Marian K. Karr, to me personally known, and, who, being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Iowa City, Iowa; that the seal affixed to the foregoing instrument is the corporate seal of the corporation, and that the instrument was signed and sealed on behalf of the corporation, by authority of its City Council, as contained in (Ordinance) (Resolution) No. //- / S2- passed (the Resolution adopted) by the City Council, under Roll Call No. of the City Council on the 3111- day of , 20_!x_, and that M ti e,,, �1a� t<_, and Marian K. Karr ack owledged the execution of the instrument to be their voluntary act and deed and the voluntary act and deed of the corporation, by it voluntarily executed. j �R1Aj s_ SONDRAE FORT it r� Commission Number 159791 5� My Commission Expires low Notary Public in and for the State of Iowa LENDER'S ACKNOWLEDGEMENT STATE OF IOWA ) ) ss: JOHNSON COUNTY ) f On this �JV Yy-- i day of _ %'W 20__L , before me, the ndersigned, a Notary Nota Public in and for the State of Iowa, personally appeared -466 0'tS a- 7t�C2C'teflito me personally known, who to i g by me my sworn, did say that he sQis the of �Gt(�'�el��l a�lG�4Z il.f� ����n �' '�iat said instrument was signed on behalf of said corporation by authority of its Board of Directors; and that said �Sl ►� C1-�-t"/acknowledged the execution of said instrument to be the voluntary act and deed of said corporation, by it and by him oluntarily executed. -Low �0 f1 Not�ry Public h;,a�d for the - -State o`FkW c e DARCI R. DLL.EA Commlewm Number 194285 My Commission 3e(3 Prepared by: Liz Osborne, CD Division, 410 E. Washington St., Iowa City, IA 52240 (319)356 -5246 RESOLUTION NO. 11 -15 RESOLUTION AUTHORIZING THE MAYOR TO SIGN AND THE CITY CLERK TO ATTEST TO THE RELEASE OF LIEN REGARDING A MORTGAGE FOR THE PROPERTY LOCATED 1126 ESSEX STREET, IOWA CITY, IOWA. WHEREAS, on April 7, 2008, the owners executed a Mortgage with the City of Iowa City to secure a loan; and WHEREAS, it is in the City of Iowa City's best interest to release this lien. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA that the Mayor is authorized to sign and the City Clerk to attest the attached Release' of Lien for recordation, whereby the City does release the property located at 1126 Essex Street, Iowa City, Iowa from a Mortgage recorded April 14, 2008, Book 4285, Page 907 through Page 912 of the Johnson County Recorder's Office. Passed and approved this 3rd day of May , 20 11 �1A ATTEST: CITY ERK Approved by &� "\)I� 4 City Attorney's Office It was moved by Mims and seconded by Champion the Resolution be adopted, and upon roll call there were: AYES: N X X X X X NAYS: ABSENT: Bailey Champion Dickens Hayek Mims Wilburn Wright Prepared by and return: Liz Osborne, Housing Rehab Division, 410 E. Washington St., Iowa City, IA 52240 (319)356 -5246 Legal Description of Property: see below Mortgagor(s): Lynx Gregoire and Ida I. Gregoire Mortgagee: City of Iowa City RELEASE OF LIEN The City of Iowa City does hereby release the property at 1126 Essex Street, Iowa City, Iowa, and legally described as follows: Lot 7 in Block 8 in Part Three Towncrest, an Addition fo the City of- Iowa City, Iowa, according to the plat thereof recorded in Book 6, Page 44, Plat Records of Johnson County, Iowa. from an obligation of the owners, Lynx Gregoire and Ida I. Gregoire, to the City of Iowa City represented by a Mortgage recorded April 14, 2008, Book 4285, Page 907 through Page 912 of the Johnson County Recorder's Office. This property is hereby released from any liens or clouds upon title to the above property by reason of said prior recorded document. Appro d by ATTEST: 7� CITY'CtERK City Attorney's Office STATE OF IOWA ) ) SS: JOHNSON COUNTY ) On this 3- day of /14AL4 A.D. 20--ZL—, before me, the undersigned, a Notary Public in and for said County, in said State, personally appeared Matthew J. Hayek and Marian K. Karr, to me personally known, who being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of said municipal corporation executing the within and foregoing instrument; that the seal affixed thereto is the seal of said corporation, and that the instrument was signed and sealed on behalf of t�e corporation by authority of its City Council, as contained in Resolution No. 11 -15 , adopted by the City Council on the � r day MA4 20/ and that the said Matthew J. Hayek and Marian K. Karr as such officers acknowledged the executi n of said instrument[ to be the voluntary act and deed of said corporation, by it and by them voluntarily executed. W4�!u SONDRAEFORT commission Number 159791 5��� Myg ommission Expires Notary Public in and for Johnson County, Iowa a a Prepared by: Robert Miklo, Senior Planner, 410 E. Washington St., Iowa City, IA 52240 (319) 356 -5240 (SUB10- 00015) RESOLUTION NO. ]].-154 RESOLUTION APPROVING PRELIMINARY AND FINAL PLAT OF MACKINAW VILLAGE — PART THREE, IOWA CITY, IOWA. WHEREAS, the owner, Craig Haesemeyer, filed with the City Clerk the preliminary and final plat of Mackinaw Village — Part Three, Iowa City, Iowa, Johnson County, Iowa; and WHEREAS, said subdivision is located on the following- described real estate in Iowa City, Johnson County, Iowa, to wit: Outlot "A" of Mackinaw Village - Part Two, in accordance with the Plat thereof Recorded in Plat Book 48, at Page 108, of the Records of the Johnson County Recorder's Office, being a Portion of Government Lot 6 of Section 4, Township 79 North, Range 6 West, of the Fifth Principal Meridian, Iowa City Johnson County, Iowa. Said Outlot "A" contains 7.89 Acres, and is subject to easements and restrictions of record. WHEREAS, the Department of Planning and Community Development and the Public Works Department examined the proposed preliminary and final plat and subdivision, and recommended approval; and WHEREAS, a dedication has been made to the public, and the subdivision has been made with the free consent and in accordance with the desires of the owners and proprietors; and WHEREAS, said preliminary and final plat and subdivision are found to conform with Chapter 354, Code of Iowa (2009) and all other state and local requirements. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The said preliminary and final plat and subdivision located on the above- described real estate be and the same are hereby approved. 2. The City accepts the dedication of the streets and easements as provided by law and specifically sets aside portions of the dedicated land, namely streets, as not being open for public access at the time of recording for public safety reasons. 3. The Mayor and City Clerk of the City of Iowa City, Iowa, are hereby authorized and directed, upon approval by the City Attorney, to execute all legal documents relating to said subdivision, and to certify a copy of this resolution, which shall be affixed to the final plat after passage and approval by law. The City Clerk shall record the legal documents and the plat at the office of the County Recorder of Johnson County, Iowa at the expense of the owner /subdivider. Resolution No. 11-154 Page 2 Passed and approved this 3rd day of May , 201 1 /VqqtA— er--, n MAYOR Approved by ATTEST: CITY ERK T City Attorney's Office L1 1LI/j/ .It was moved by Wright and seconded by namvi on the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: x— Bailey x Champion x Dickens x Hayek x Mims x Wilburn x Wright pcd /templates /Final Plat - Resolution.doc.doc Preliminary and Final Plat • Consider a Resolution Approving the Preliminary and Final Plat of Mackinaw Village, Part 3, Iowa City, Iowa (SUB1 0-0001 CITY OF IOTA CM"- tDmRS OPD5 R M-1 SITE LOCATION: Mackinaw Village, Part 3 and IN PL k OPD/RS12 M20 Ca" ra,CT R S5 SUB10- 00014 & SUBla -00015 r �1 1 Preliminary Flat Mackinaw Village - Dart, Three (A Resubdivision of Oaklot 'A ", Mackinaw Village - Part Two) Iowa City, Iowa f LIN- s i 4 O 1 I1.0 Li ' (�i iiRiiY M Im an s in. PWOOM um..NEWC., ,..�..». PurL*A Vi A, CW^ rift •.•sire �� i ate~ -.?c' - .. or r •i Y�tiesw�rl�t -P'fn� t�� U'r— _Kis�, _ W - momm arses cifif if Wm C11J Final Plat Mackinaw Village Part Three A PmvADCAVti m of OuW 'A 0 Maccm* YMQO - FWt Two low* C4. Johnson County, lom i w swses ¢# ww► N r.► .....n. «o +r�+erw +wn W 4OU14 QL R R: W VWMAP. Mns•t- NOM ri' ru 7tVr► cry 0" We $us csaen+ rw* W–W W't' M "rPA wxt_ !lft1 aria MA . vK'nbl LOD 3011I`n M tBWA t Ii[Ii7 V'13 �li■1sMan. Reams sa w�sac .r i r ir.rri �/ •/...�Y � IH11 MY �� .�i 1vf r• it � 3 i� •�•C^�.-. FINAL PLAT .mk'r4fWm T PART TFE A �K yescCMA T^4T& evc i ia.aaaoro � T�31;Yp51' — "� U-0-W-1 I *44d AN I ,7 5 Prepared by: Christina Kuecker, Assoc. Planner, 410 E. Washington St, Iowa City, IA; 319 - 356 -5243 (SUB10- 00017) RESOLUTION NO. RESOLUTION APPROVING THE PRELIMINARY PLAT OF WINDSOR RIDGE - PART TWENTY -TWO, IOWA CITY, IOWA. WHEREAS, the owner, Arlington Development LLC, filed with the City Clerk, an application for approval of the preliminary plat of Windsor Ridge - Part Twenty -Two, Iowa City, Iowa; and WHEREAS, the Department of Planning and Community Development and the Public Works Department examined the preliminary plat and recommend approval; and WHEREAS, the Planning and Zoning Commission examined the preliminary plat and, after due deliberation, recommend acceptance and approval of the plat; and WHEREAS, the preliminary plat conforms with all of the requirements of the City Ordinances of the City of Iowa City, Iowa. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA THAT: 1. The preliminary plat of Windsor Ridge - Part Twenty -Two, Iowa City, Iowa, is hereby approved. 2. The Mayor and City Clerk of the City of Iowa City, Iowa are hereby authorized and directed to certify this resolution, which shall be affixed to the plat after passage and approval by law. Passed and approved this _ day of , 20_. ATTEST: CITY CLERK uW" It was moved by and seconded by adopted, and upon roll call there were: AYES: NAYS: Ap roved by City Attorney's Office Z fit I If ABSENT: Bailey Champion Dickens Hayek Mims Wilburn Wright the Resolution be 5h Prepared by: Christina Kuecker, Assoc. Planner, 410 E. Washington St, Iowa City, IA; 319 - 356 -5243 (SUB11- 00004) RESOLUTION NO. RESOLUTION APPROVING FINAL PLAT OF WINDSOR RIDGE PART TWENTY -TWO, IOWA CITY, IOWA. WHEREAS, the owner, Arlington Development, Inc, filed with the City Clerk the final plat of Windsor Ridge Part Twenty -Two, Iowa City, Iowa, Johnson County, Iowa; and WHEREAS, said subdivision is located on the following- described real estate in Iowa City, Johnson County, Iowa, to wit: Lot 257 of Windsor Ridge - Part Fourteen, Iowa City, Johnson County, Iowa. WHEREAS, the Department of Planning and Community Development and the Public Works Department examined the proposed final plat and subdivision, and recommended approval; and WHEREAS, a dedication has been made to the public, and the subdivision has been made with the free consent and in accordance with the desires of the owners and proprietors; and WHEREAS, said final plat and subdivision are found to conform with Chapter 354, Code of Iowa (2011) and all other state and local requirements. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The said final plat and subdivision located on the above - described real estate be and the same are hereby approved. 2. The City accepts the dedication of easements as provided by law and specifically sets aside portions of the dedicated land, as not being open for public access at the time of recording for public safety reasons. 3. The Mayor and City Clerk of the City of Iowa City, Iowa, are hereby authorized and directed, upon approval by the City Attorney, to execute all legal documents relating to said subdivision, and to certify a copy of this resolution, which shall be affixed to the final plat after passage and approval by law. The City Clerk shall record the legal documents and the plat at the office of the County Recorder of Johnson County, Iowa at the expense of the owner. Passed and approved this day of 20 Resolution No. Page 2 ATTEST: CITY CLERK It was moved by adopted, and upon roll call there were: AYES: MAYOR and seconded by NAYS: Approved by City Attorney's Office ABSENT: Bailey Champion Dickens Hayek Mims Wilburn Wright the Resolution be STAFF REPORT To: City Council Prepared by: Christina Kuecker, Associate Planner Item: SUB11 -00005 Date: May 3, 2011 Windsor Ridge Part Twenty Two GENERAL INFORMATION: Applicant: Arlington Development, Inc. 1486 First Avenue, Unit A Iowa City, IA 52240 Contact Person: John Moreland Jr Phone: (319)3388058 Requested Action: Final Plat Purpose: Development of Windsor Ridge Part Twenty Two, a resubdivision of Lot 257, Windsor Ridge Part Fourteen. Location: Size: Existing Land Use and Zoning: Surrounding Land Use and Zoning Southwest corner of Court Street and Taft Avenue Approximately 5.51 acres Undeveloped, CN -1 and OPD /RM -12 North: Low Density Multi Family (RM -12) South: Planned Development Overlay (OPD -8) East: County Undeveloped West: Low Density Single Family Residential (RS -5) Comprehensive Plan: Southeast Planning District Plan shows the area as a mixed use area of commercial and residential with buildings forming a frame for the park. Neighborhood Open Space District: SE -3 Windsor Ridge File Date: March 17, 2011 60 Day Limitation Period: May 16, 2011 BACKGROUND INFORMATION: The applicant, Arlington Development, Inc, recently received approval of a preliminary plat for Windsor Ridge Part Twenty Two, a 5.51 acre mixed use subdivision located at the southwest corner of Court Street and Taft Avenue. The preliminary plat is on the agenda for approval on the May 3 agenda. The conditional rezoning of Lot 2 (2.17 acres) from Neighborhood Commercial to Planned Development Overlay Low Density Multi- family (OPD /RM -12) is also on the agenda on May 3 for the final vote. The conditions of the rezoning are outlined below. The applicant would now like approval of the Final Plat for Windsor Ridge Part 22. The 2 Preliminary and Final Plat allow for 2 lots. Lot 1 is currently zoned Neighborhood Commercial (CN -1) and Lot 2 is zoned OPD /RM -12. The applicant has also submitted an application to rezone Lot 1 from Neighborhood Commercial to Mixed Use, but has requested a deferral until a site plan can be worked out that is compatible with the neighborhood and the Comprehensive Plan. ANALYSIS: The final plat is in general conformance with the approved preliminary plat and the subdivision regulations. Construction plans have been submitted and are being reviewed by the City Engineer. The City Attorney's Office is reviewing the legal papers. It is anticipated that these plans and documents will be approved by staff prior to City Council consideration of the final plat. Conditions of rezoning: When the multi - family portion was rezoned, conditions were agreed to in a Conditional Zoning Agreement that addressed the Comprehensive Plan goals of compact, mixed use development and neighborhood compatibility. The conditions addressed building design, infrastructure improvements, and maintenance agreements for visitor parking. The first condition requires the multi - family buildings to comply with building elevations submitted at the time of rezoning. This requirement will be addressed at the time a building permit is applied for. The second condition is that the Owner shall contribute 12.5% of the cost to improve the adjacent portion of Taft Avenue to arterial street standards. This amount has been calculated and will need to be contributed prior to the issuing of the first building permit. The final conditions require the Owner to construct and maintain the adjacent visitor parking spaces within the City Park, along Charlotte Lane. The owner is also required to replace any trees or landscaping removed due to the construction of these parking spaces. STAFF RECOMMENDATION: Staff recommends that SUB11- 00005, the final plat of Windsor Ridge Part 22, a 2 -lot, approximately 5.51 acre subdivision for property located at the southwest corner of Court Street and Taft Avenue be approved, provided that the legal papers and construction drawings are approved by staff. ATTACHMENTS: 1. Location Map 2. Final plat Approved by: ` —4 4 " W/ �14,0 Robert Miklo, Senior Planner, Department of Planning and Community Development CITY OF IOWA CITY ST /0 ,�1 P�� Col O c ESTER p� �� U CHARLES DR '.R 12 RM12 w f-- z _ z - Y U -�� BERKELEY LN _ Scott Pork _ 0 f CARDIGAN LN %� U CUMBERLAND LANE N ORYDE 0p D8 } RS . BUCKINGHAM LN SHEFFIELD P O N�N�\ 0 i . r� 4SE CT RS5 �- a r SITE LOCATION: Windsor Ridge Part 22 ER ND SUB11 -00005 STONE BRIDC WORD 3� - tnDsvr Final Plat 1Rt �P — Part Tmentij—Two 5.51 AC -_ _ _ 913 N 7S9'3e' I ie /E/ maT ea�aw a weMaITRRNam seas nwMaw.owNSa tsn= .a 195 A Resubdivision of Lot 257, Windsor Ridge - Part Fourteen Iowa City, Johnson County, Iowa dw la�wr ,mStu 1 g1 1 7 ' , / 1 �`� 4D �Q , / A� � ��ppRtYS' 2 II I I I it I , PLAT PREPARED TS ARLINGTON DIV ELL MICHAEL I PUG ATTORNEY: MM S CONSULTANTS INC. ARLINGTON DEVELOPMENT, INC MICHAEL PUGH 1917 SOUTH GILBERT ST. 1466 S 1ST AVENUE TOWER PLACE IOWA CITY, IOWA 52240 UNIT 1 SOUTH GILBERT ST IOWA CITY, IA 52240 IOWA CITY, IA 52440 IOWA L_— IONA STONE BRIDC WORD 3� - a_ensY I N.rbr cerM awl NN lab .waeNn9 nt wm P,awwC ab -_ _ _ 913 N 7S9'3e' I ie pM r A w:a.Y MM waf Pw'IawR x un4r S CYST P at I I Ikan.a0 LmG Surv.yN N. M 195 ____ _ _ ___J_L___`r___- -__ - � WINDSOR RIDGE PART TWENTY-ONE 00' -r N .t4nMitG RwM Tie 11N nCftt/ Rrgem , gill , ,. N 0.R pmt b AT /AY T Q M Iwrn06 i' ' e- aoao'ao• I _Q M .Mrrawl GiVlY NfAfAb qT,2 I) R.2ear «� ____ —_ ______— __— __— _— ___—___________y LE, , T.MW i c-ss�a' e w s u n w CIVIL ENGINEERS LAND PLANNERS LAND SURVEYORS LANDSCAPE ARCHITECTS ENTRONY MAL SPECWdS"' 1917 S. GILBERT S. IOWA CRY. IOWA 52340 COURT STREET 1 T4YE CBM 3C= BI Tgy7 __________________ Ea51Na EASEMENT UaA P RPOSE Nom (319) 351-0282 ( __ ,! "'- — — q I C -19U (M) =REM MaRm OPAFNSIMS — .mmsconsultants.net J•f Malran1•E 441.93' R M c(u))-, - Cum sEQ,Exr NweEA 5741C ST. SW SUITE C L 4� 4 uMm Iq,D) a99RwY ALL pYEM9p15 ITE N ETET ND HEeRMNS CEDAR RAPIDS. IOWA 52404 un<± Ir _r_.mn__Ir- ----- ------- --- - --f i (319)641 -5198 f ---- a57 rei I WINDSOR HODDGE —PART FOURTEEN— LEGAL.. DESCRIPTION LOT 1 4s4n v NMaR4amr nis naMm+. I certify that during the month of March, 2011, at the direction of ms i my Arlington Development, Inc.. a survey was made under my supervision of Lot 257 war +�✓ waaa3'w•1T '�'�^ Mam ' I of Windsor Ridge - Part Fourteen, In accordance with the Plat thereof Recorded — etnelr '�' —T ' in Plat Book 41, at Page 57, of the Records of the Johnson County Recorders wieei� I I a Office, being a Portion of the Southeast Quarter of the Southeast Quarter of RALE31111 LAM P— ATE1 —� — J I s Section 7, and the Northeast Quarter of the Northeast Quarter of Section 18 �— —,- — 1-4 T . a In Township 79 North, Range 5 West, of the Fifth Principal Meridian, Iowa Wf�opp Dr 9 Es i I 4+ _ x1." (npI) sew�11•w �� I I $ � I � City, Johnson County, Iowa. Said Lot 257 contains 5.51 acres, and is subject UV IOV De�JUlfli Ullui�e�� g 19311 �fJ"� - B4S Ej I ��( to easements and restrictions of record. I j r-1 N wa �M c amN �.a� e ; � A� r M / A x A A»�T 1aat6.rnPGr s +/atrcmee ,m O 0 --0 �� 1a 9 ReeAas4 III � `g F I I ,i � a v _ ®��� 210 L"Ow"NT Tw� w 2 WINDSOR RODGL � �Q ; ' PART THIRTEEN s � ,V 211 � c M 4ann14NMY ra'ttmera axe ���:? I I—�1O..we u�eo°1^wr� @�® 212 30; 169 --- -oa ------ -- N ATfl rr '..mzsT(x)tM) seraT2'w ,fJ• '\ 213 / / �-- -�\- �---- - - -- -- ----- - - - --f °�� ---- - - - - -.- e I �� J luar INtes I ' �\ ° I IN ' FINAL PLAT Winbsar 4--Ribq P art QWPnt1J —QW0 A RESUBDIVISION OF LOT 21 �� 257 OF WINDSOR RIDGE 256 i I PART FOURTEEN 907 �O PART THIRTEEN A r 94 r r PLAT /PLAN APPROVED N ALr 2 IAII, M wF TIO!{/ I lGid Q L 1 k �. 0+—.21—. L '20 w Tie°`g1mhala a rvee r v rle weave �/ ;' _ . byB IOWA CITY 1 City of Iowa City IIOOWANSON COUNTY \ 150 157 r] • 1 i YC J L 1 \\,, y' ] an O.Y. Dew: 9 5� 161 160 953 Q b L I I O G unuTr EASENENTS. As sllovm NoaaN, MAY aR MAY NOT. 1 INCLUDE SANITARY SENER DES. AND /aR STORM SEMFR WES. 162 I I AND /q WA ER LINES EE RUC 0 / wNS Em oETASS MMS CONSULTANTS, INC. c _J ' ' , I , VYUTY EASEMENTS AS SHOWN NEAEM. ARE AOEWAYE FOR pa.. n �U 5 i5 hODGE �___ 155' I I THE INST E RX1 N1O MASMCZS CE OF l E FACm8E5 REPw- 03 -17 -11 1lR - eves m BY rA AMOK AND AGII/CaS �v P9IEFF�LD PLACE - � � � � �, a'4 aC b9 DAM wM B ok Na N Y4N�T�rml� - -- -- - -- `L� _" R 155 1 �� MIOAME:icAN EnERCr co. DeEe: ores RLw �� o• Opmt b AT /AEe « a MM ReLaOS - . '�`�. ypaYye py, e„y, ,q M .CEtY N GnNIY RlL,6lR'f AYG 1 152 3 - - 155 I GDM 15 a \ 1 �7 /� C 951 154 oWEST COMNUMCAaq S a e: J.« aw g IDWA CITY i MEnA�M aL.: 4146303 ,,, ' I N.rbr cerM awl NN lab .waeNn9 nt wm P,awwC ab pM r A w:a.Y MM waf Pw'IawR x un4r S CYST P at I I Ikan.a0 LmG Surv.yN N. M LAND dw la�wr ,mStu zo_. Iowa Uc Na BIBS L_— IONA P or w,eela mead b INN aaa: FINAL PLAT Winbsar 4--Ribq P art QWPnt1J —QW0 A RESUBDIVISION OF LOT 21 �� 257 OF WINDSOR RIDGE 256 i I PART FOURTEEN 907 �O PART THIRTEEN A r 94 r r PLAT /PLAN APPROVED N ALr 2 IAII, M wF TIO!{/ I lGid Q L 1 k �. 0+—.21—. L '20 w Tie°`g1mhala a rvee r v rle weave �/ ;' _ . byB IOWA CITY 1 City of Iowa City IIOOWANSON COUNTY \ 150 157 r] • 1 i YC J L 1 \\,, y' ] an O.Y. Dew: 9 5� 161 160 953 Q b L I I O G unuTr EASENENTS. As sllovm NoaaN, MAY aR MAY NOT. 1 INCLUDE SANITARY SENER DES. AND /aR STORM SEMFR WES. 162 I I AND /q WA ER LINES EE RUC 0 / wNS Em oETASS MMS CONSULTANTS, INC. c _J ' ' , I , VYUTY EASEMENTS AS SHOWN NEAEM. ARE AOEWAYE FOR pa.. n �U 5 i5 hODGE �___ 155' I I THE INST E RX1 N1O MASMCZS CE OF l E FACm8E5 REPw- 03 -17 -11 1lR - eves m BY rA AMOK AND AGII/CaS �v P9IEFF�LD PLACE - � � � � �, a'4 aC b9 DAM wM B ok Na N Y4N�T�rml� - -- -- - -- `L� _" R 155 1 �� MIOAME:icAN EnERCr co. DeEe: ores RLw �� o• Opmt b AT /AEe « a MM ReLaOS - . '�`�. ypaYye py, e„y, ,q M .CEtY N GnNIY RlL,6lR'f AYG 1 152 3 - - 155 I GDM 15 a \ 1 �7 /� C 951 154 oWEST COMNUMCAaq S a e: J.« aw g IDWA CITY i MEnA�M aL.: 4146303 ,,, ' (O ct TAX EXEMPTION CERTIFICATE of CITY OF IOWA CITY, COUNTY OF JOHNSON, STATE OF IOWA, ISSUER $7,925,000 General Obligation Capital Loan Notes, Series 2011A This instrument was prepared by: Ahlers & Cooney, P.C. 100 Court Avenue, Suite 600 Des Moines, Iowa 50309 (515) 243 -7611 TABLE OF CONTENTS This Table of Contents is not a part of this Tax Exemption Certificate and is provided only for convenience of reference. INTRODUCTION ... ............................... ARTICLEI DEFINITIONS .......................................................... ..............................1 ARTICLE II SPECIFIC CERTIFICATIONS, REPRESENTATIONS AND i AGREEMENTS........................................................ ..............................5 Section 2.1 Authority to Certify and Expectations .................... ............................... 5 Section 2.2 Receipts and Expenditures of Sale Proceeds .......... ............................... 7 Section 2.2A Reimbursement Bonds ............................................ ............................... 8 Section 2.3 Purpose of Bonds .................................................... ............................... 9 Section 2.4 Facts Supporting Tax - Exemption Classification .. ............................... 10 Section 2.5 Facts Supporting Temporary Periods for Proceeds .............................. 10 Section 2.6 Resolution Funds at Restricted or Unrestricted Yield ......................... 11 Section 2.7 Pertaining to Yields ............................................... ............................... I 1 ARTICLEIII REBATE .................................................................. .............................12 Section3.1 Records .................................................................. ............................... 12 Section3.2 Rebate Fund ........................................................... ............................... 12 Section 3.3 Exceptions to Rebate ............................................. ............................... 13 Section 3.4 Calculation of Rebate Amount .............................. ............................... 14 Section 3.5 Rebate Requirements and the Bond Fund ............. ............................... 14 Section 3.6 Investment of the Rebate Fund ............................. ............................... 15 Section 3.7 Payment to the United States ................................ ............................... 15 Section3.8 Records .................................................................. ............................... 15 Section 3.9 Additional Payments ............................................. ............................... 16 ARTICLE IV INVESTMENT RESTRICTIONS ........................... .............................16 Section 4.1 Avoidance of Prohibited Payments ....................... ............................... 16 Section 4.2 Market Price Requirement .................................... ............................... 17 Section 4.3 Investment in Certificates of Deposit .................... ............................... 17 Section 4.4 Investment Pursuant to Investment Contracts and Agreements........... 17 Section4.5 Records .................................................................. ............................... 20 Section 4.6 Investments to be Legal ......................................... ............................... 20 ARTICLE V GENERAL COVENANTS ...................................... .............................20 ARTICLE VI AMENDMENTS AND ADDITIONAL AGREEMENTS ...................20 Section 6.1 Opinion of Bond Counsel; Amendments .............. ............................... 20 Section 6.2 Additional Covenants, Agreements ...................... ............................... 21 Section 6.3 Internal Revenue Service Audits ........................... ............................... 21 Section6.4 Amendments .......................................................... ............................... 21 EXHIBIT "A" VERIFICATION CERTIFICATE OF THE PURCHASER ....................23 i TAX EXEMPTION CERTIFICATE CITY OF IOWA CITY, STATE OF IOWA THIS TAX EXEMPTION CERTIFICATE made and entered into on June 8, 2011, by the City of Iowa City, County of Johnson, State of Iowa (the "Issuer "). INTRODUCTION This Certificate is executed and delivered in connection with the issuance by the Issuer of its $7,925,000 General Obligation Capital Loan Notes, Series 2011A (the "Bonds "). The Bonds are issued pursuant to the provisions of the Resolution of the Issuer authorizing the issuance of the Bonds. Such Resolution provides that the covenants contained in this Certificate constitute a part of the Issuer's contract with the owners of the Bonds. The Issuer recognizes that under the Code (as defined below) the tax - exempt status of the interest received by the owners of the Bonds is dependent upon, among other things, the facts, circumstances, and reasonable expectations of the Issuer as to future facts not in existence at this time, as well as the observance of certain covenants in the future. The Issuer covenants that it will take such action with respect to the Bonds as may be required by the Code, and pertinent legal regulations issued thereunder in order to establish and maintain the tax - exempt status of the Bonds, including the observance of all specific covenants contained in the Resolution and this Certificate. ARTICLE I DEFINITIONS The following terms as used in this Certificate shall have the meanings set forth below. The terms defined in the Resolution shall retain the meanings set forth therein when used in this Certificate. Other terms used in this Certificate shall have the meanings set forth in the Code or in the Regulations. "Annual Debt Service" means the principal of and interest on the Bonds scheduled to be paid during a given Bond Year. "Bonds" means the $7,925,000 aggregate principal amount of General Obligation Capital Loan Notes, Series 201 IA, of the Issuer issued in registered form pursuant to the Resolution. "Bond Counsel" means Ahlers & Cooney, P.C., Des Moines, Iowa, or an attorney at law or a firm of attorneys of nationally recognized standing in matters pertaining to the tax - exempt status of interest on obligations issued by states and their political subdivisions, duly admitted to the practice of law before the highest court of any State of the United States of America. "Bond Fund" means the Sinking Fund described in the Resolution. "Bond Purchase Agreement" means the binding contract in writing for the sale of the Bonds. "Bond Year" as defined in Regulation 1.148 -1(b), means a one -year period beginning on the day after expiration of the preceding Bond Year. The first Bond Year shall be the one -year or shorter period beginning on the Closing Date and ending on a principal or interest payment date, unless Issuer selects another date. "Bond Yield" means that discount rate which produces an amount equal to the Issue Price of the Bonds and bonds described in Section 2.1(1) when used in computing the present value of all payments of principal and interest to be paid on the Bonds and bonds described in Section 2.1(1), using semiannual compounding on a 360 -day year as computed under Regulation 1.148 -4. "Certificate" means this Tax Exemption Certificate. "Closing" means the delivery of the Bonds in exchange for the agreed upon purchase price. "Closing Date" means the date of Closing. "Code" means the Internal Revenue Code of 1986, as amended, and any statutes which replace or supplement the Internal Revenue Code of 1986. "Computation Date" means each five -year period from the Closing Date through the last day of the fifth and each succeeding fifth Bond Year. "Excess Earnings" means the amount earned on all Nonpurpose Investments minus the amount which would have been earned if such Nonpurpose Investments were invested at a rate equal to the Bond Yield, plus any income attributable to such excess. "Final Bond Retirement Date" means the date on which the Bonds are actually paid in full. 2 "Governmental Obligations means direct general obligations of, or obligations the timely payment of the principal of and interest on which is unconditionally guaranteed by the United States. "Gross Proceeds" as defined in Regulation 1.148 -1(b), means any Proceeds of the Bonds and any replacement proceeds (as defined in Regulation 1.148 -1(c)) of the Bonds. "Gross Proceeds Funds" means the Project Fund, Proceeds held to pay cost of issuance, and any other fund or account held for the benefit of the owners of the Bonds or containing Gross Proceeds of the Bonds except the Bond Fund and the Rebate Fund. "Issue Price" as defined in Regulation 1.148 -1(b), means [the initial offering price of the Bonds to the public (not including bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which price a substantial amount of the Bonds (not less than 10% of each maturity) were sold to the public. For those maturities where less than 10% of such maturity has been sold at the initial offering price, the price for that maturity is determined as of the date of the Bond Purchase Agreement based upon the reasonably expected initial offering price to the public. The Purchasers have certified the Issue Price to be not more than $8,114,894.65. "Issuer" means the City of Iowa City, a municipal corporation in the County of Johnson, State of Iowa. "Minor Portion of the Bonds ", as defined in Regulation 1.148 -2(g), means the lesser of five (5) percent of Proceeds or $100,000. The Minor Portion of the Bonds is computed to be $100,000. "Nonpurpose Investments" means any investment property which is acquired with Gross Proceeds and is not acquired to carry out the governmental purpose of the Bonds, and may include but is not limited to U.S. Treasury bonds, corporate bonds, or certificates of deposit. "Proceeds" as defined in Regulation 1.148 -1(b), means Sale Proceeds, investment proceeds and transferred proceeds of the Bonds. "Project" means the the construction, reconstruction, and repair of improvements to public ways, sidewalks, overpasses, pedestrian underpasses and overpasses, bridges and streets; the opening, widening, extending, grading and draining of the right -of -way of streets, highways, avenues and public grounds and the removal and replacement of dead or diseased trees thereon; the reconstruction, extension and improvement of the existing Municipal Airport; the acquisition, installation and repair of traffic control devices; the rehabilitation, improvement and equipping of existing city parks, including facilities, equipment and improvements commonly found in city parks; the equipping of the fire department; the construction, reconstruction, improvement and equipping of recreation grounds and recreation buildings, including the construction of a marina and shelter area; elevator and entrance improvements to a recreation center; and the construction, reconstruction, improvement and equipping of City Hall, including miscellaneous improvements to City Hall and other departments including sums already expended that meet the requirements of Section 2.2A hereof, as more fully described in the Resolution. "Project Fund" shall mean the fund required to be established by the Resolution for the deposit of the Proceeds of the Notes. "Purchasers" means Stifel Nicolaus & Company, Inc. of Denver, Colorado, constituting the initial purchasers of the Bonds from the Issuer. "Rebate Amount" means the amount computed as described in this Certificate. "Rebate Fund" means the fund to be created, if necessary, pursuant to this Certificate. "Rebate Payment Date" means a date chosen by the Issuer which is not more than 60 days following each Computation Date or the Final Bond Retirement Date. "Regulations" means the Income Tax Regulations, amendments and successor provisions promulgated by the Department of the Treasury under Sections 103, 148 and 149 of the Code, or other Sections of the Code relating to "arbitrage bonds ", including without limitation Regulations 1.148 -1 through 1.148 -11, 1.149(b) -1, 1.149 -d(1), 1.15 0 -1 and 1.150 -2. "Replacement Proceeds" include, but are not limited to, sinking funds, amounts that are pledged as security for an issue, and amounts that are replaced because of a sufficiently direct nexus to a governmental purpose of an issue. "Resolution" means the resolution of the Issuer adopted on May 3, 2011, authorizing the issuance of the Bonds. "Sale Proceeds" as defined in Regulation 1.148 -1(b), means any amounts actually or constructively received from the sale of the Bonds, including amounts used to pay underwriter's discount or compensation and accrued interest other than pre- issuance accrued interest. "Sinking Fund" means the Bond Fund. "SLGS" means demand deposit Treasury securities of the State and Local Government Series. n "Tax Exempt Obligations means bonds or other obligations the interest on which is excludable from the gross income of the owners thereof under Section 103 of the Code and include certain regulated investment companies, stock in tax - exempt mutual funds and demand deposit SLGS. "Taxable Obligations" means all investment property, obligations or securities other than Tax Exempt Obligations. "Verification Certificate" means the certificate attached to this Certificate as Exhibit A, setting forth the offering prices at which the Purchaser will reoffer and sell the Bonds to the public. ARTICLE II SPECIFIC CERTIFICATIONS, REPRESENTATIONS AND AGREEMENTS The Issuer hereby certifies, represents and agrees as follows: Section 2.1 Authority to Certify and Expectations (a) The undersigned officer of the Issuer along with other officers of the Issuer, are charged with the responsibility of issuing the Bonds. (b) This Certificate is being executed and delivered in part for the purposes specified in Section 1.148- 2(b)(2) of the Regulations and is intended (among other purposes) to establish reasonable expectations of the Issuer at this time. (c) The Issuer has not been notified of any disqualification or proposed disqualification of it by the Commissioner of the Internal Revenue Service as a bond issuer which may certify bond issues under Section 1.148- 2(b)(2) of the Regulations. (d) The certifications, representations and agreements set forth in this Article II are made on the basis of the facts, estimates and circumstances in existence on the date hereof, including the following: (1) with respect to amounts expected to be received from delivery of the Bonds, amounts actually received, (2) with respect to payments of amounts into various funds or accounts, review of the authorizations or directions for such payments made by the Issuer pursuant to the Resolution and this Certificate, (3) with respect to the Issue Price, the certifications of the Purchasers as set forth in the Verification Certificate, (4) with respect to expenditure of the Proceeds of the Bonds, actual expenditures and reasonable expectations of the Issuer as to when the Proceeds will be spent for purposes of the Project, (5) with respect to Bond Yield, review of the 61 Verification Certificate, and (6) with respect to the amount of governmental bonds to be issued during the calendar year, the budgeting and present planning of Issuer. The Issuer has no reason to believe such facts, estimates or circumstances are untrue or incomplete in any material way. (e) To the best of the knowledge and belief of the undersigned officer of the Issuer, there are no facts, estimates or circumstances that would materially change the representations, certifications or agreements set forth in this Certificate, and the expectations herein set out are reasonable. (f) No arrangement exists under which the payment of principal or interest on the Bonds would be directly or indirectly guaranteed by the United States or any agency or instrumentality thereof. (g) After the expiration of any applicable temporary periods, and excluding investments in a bona fide debt service fund or reserve fund, not more than five percent (5 %) of the Proceeds of the Bonds will be (a) used to make loans which are guaranteed by the United States or any agency or instrumentality thereof, or (b) invested in federally insured deposits or accounts. (h) The Issuer will file with the Internal Revenue Service in a timely fashion Form 8038 -G, Information Return for Tax - Exempt Governmental Obligations with respect to the Bonds and such other reports required to comply with the Code and applicable Regulations. (i) The Issuer will take no action which would cause the Bonds to become "private activity bonds" as defined in Section 141 (a) of the Code, including any use of the Project by any person other than a governmental unit if such use will be by other than a member of the general public. None of the Proceeds of the Bonds will be used directly or indirectly to make or finance loans to any person other than a governmental unit. 0) The Issuer will make no change in the nature or purpose of the Project except as provided in Section 6.1 hereof. (k) Except as provided in the Resolution, the Issuer will not establish any sinking fund, bond fund, reserve fund, debt service fund or other fund reasonably expected to be used to pay debt service on the Bonds (other than the Bond Fund and any Reserve Fund), exercise its option to redeem Bonds prior to maturity or effect a refunding of the Bonds. (1) Except for the Bonds described as $820,000 Taxable General Obligation Capital Loan Notes, Series 2010B and $10,930,000 General Obligation Refunding Capital Loan Notes, Series 2011C, no bonds or other obligations of the Issuer (1) were sold in the 15 days preceding the date of sale of the Bonds, (2) were sold or will be sold within the 15 days after the date of sale of the Bonds, (3) have been delivered in the past Ce 15 days or (4) will be delivered in the next 15 days pursuant to a common plan of financing for the issuance of the Bonds and payable out of substantially the same source of revenues. (m) None of the Proceeds of the Bonds will be used directly or indirectly to replace funds of the Issuer used directly or indirectly to acquire obligations having a yield higher than the Bond Yield. (n) No portion of the Bonds is issued for the purpose of investing such portion at a higher yield than the Bond Yield. (o) The Issuer does not expect that the Proceeds of the Bonds will be used in a manner that would cause them to be "arbitrage bonds" as defined in Section 148(a) of the Code. The Issuer does not expect that the Proceeds of the Bonds will be used in a manner that would cause the interest on the Bonds to be includible in the gross income of the owners of the Bonds under the Code. The Issuer will not intentionally use any portion of the Proceeds to acquire higher yielding investments. (p) The Issuer will not use the Proceeds of the Bonds to exploit the difference between tax - exempt and taxable interest rates to obtain a material financial advantage. (q) The Issuer has not issued more Bonds, issued the Bonds earlier, or allowed the Bonds to remain outstanding longer than is reasonably necessary to accomplish the governmental purposes of the Bonds and in fact, the Bonds will not remain outstanding longer than 120% of the economic useful life of the assets financed with the Proceeds of the Bonds. (r) The Bonds will not be Hedge Bonds as described in Section 149(g)(3) of the Code because the Issuer reasonably expects that it will meet the Expenditure test set forth in Section 2.5(b) hereof and that 50% or more of the Proceeds will not be invested in Nonpurpose Investments having a substantially guaranteed yield for four or more years. Except for costs of issuance, all Sale Proceeds and investment earnings thereon will be expended for costs of the type that would be chargeable to capital accounts under the Code pursuant to federal income tax principles if the Issuer were treated as a corporation subject to federal income taxation. Section 2.2 Receipts and Expenditures of Sale Proceeds Sale Proceeds and pre- issuance accrued interest received at Closing are expected to be deposited and expended as follows: 7 (a) $ - 0 - representing pre- issuance accrued interest will be deposited into the Bond Fund and will be used to pay a portion of the interest accruing on the Bonds on the first interest payment date; and (b) $ representing costs of issuing the Bonds will be used within six months of the Closing Date to pay the costs of issuance of the Bonds (with any excess remaining on deposit in the Project Fund); and (c) $ will be deposited into the Project Fund and will be used together with earnings thereon to pay the costs of the Project and will not exceed the amount necessary to accomplish the governmental purposes of the Bonds; and Section 2.2A Reimbursement Bonds (a) Not later than 60 days after payment of Original Expenditures, the Issuer has adopted an Official Intent and has declared its intention to make a Reimbursement Allocation of Original Expenditures incurred in connection with Project Segment(s) from proceeds of the Reimbursement Bonds. (b) The Reimbursement Allocation will occur on or before the later of (i) eighteen months after the Original Expenditures are paid or (ii) eighteen months after the first Project Segment is placed in service, but in no event more than three years after the Original Expenditures are paid. (c) No other Reimbursement Allocation will be made except for Preliminary Expenditures. (d) The Reimbursement Allocation has not been undertaken to avoid, in whole or in part, arbitrage yield restrictions or arbitrage rebate requirements and will not employ an abusive arbitrage device under Regulation 1.148 -10. (e) Within one year of the Closing Date, the Reimbursement Allocation will not be used in a manner that results in the creation of replacement proceeds, as defined in Regulation 1.148 -1. (f) For purposes of Section 2.2A, the following terms shall have the meanings set forth below: (i) "Official Intent" means a declaration of intent described under Regulation 1.150 -2 to reimburse Original Expenditures with the proceeds of the Bonds. (ii) "Original Expenditure" means an expenditure for a governmental purpose that is originally paid from a source other than the Reimbursement Bonds. (iii) "Preliminary Expenditures ", as defined in Regulation 1.150- 2(f)(2), means architectural, engineering, surveying, soil tests, Reimbursement Bond issuance costs, and similar costs incurred prior to commencement of construction, rehabilitation or acquisition of a Project Segment which do not exceed 20% of the Issue Price of the portion of the Bonds that finances the Project Segment for which they were incurred. (iv) "Project Segment" means the costs, described in an Official Intent of the Issuer, incurred prior to the Closing Date to acquire, construct, or improve land, buildings or equipment excluding current operating expenses but including costs of issuing the Reimbursement Bonds. (v) "Reimbursement Allocation" means written evidence of the use of Reimbursement Bond proceeds to reimburse a fund of the Issuer for Original Expenditures paid or advanced prior to the Closing Date and incurred in connection with a Project Segment. (vi) "Reimbursement Bonds" means the portion of the Bonds which are allocated to reimburse the Original Expenditures paid prior to the Closing Date and incurred in connection with a Project Segment. Section 2.3 Purpose of Bonds The Issuer is issuing the Bonds to pay the costs of the construction, reconstruction, and repair of improvements to public ways, sidewalks, overpasses, pedestrian underpasses and overpasses, bridges and streets; the opening, widening, extending, grading and draining of the right -of -way of streets, highways, avenues and public grounds and the removal and replacement of dead or diseased trees thereon; the reconstruction, extension and improvement of the existing Municipal Airport; the acquisition, installation and repair of traffic control devices; the rehabilitation, improvement and equipping of existing city parks, including facilities, equipment and improvements commonly found in city parks; the equipping of the fire department; the construction, reconstruction, improvement and equipping of recreation grounds and recreation buildings, including the construction of a marina and shelter area; elevator and entrance improvements to a recreation center; and the construction, reconstruction, improvement and equipping of City Hall, including miscellaneous improvements to City Hall and other departments. I Section 2 4 Facts Supporting Tax - Exemption Classification Governmental Bonds Private Business Use/Private Security or Payment Tests The Bonds are considered to be governmental bonds, not subject to the provisions of the alternate minimum tax. The Proceeds will be used for the purposes described in Section 2.3 hereof. These bonds are not private activity bonds because no amount of Proceeds of the Bonds is to be used in a trade or business carried on by a non - governmental unit. Rather, the Proceeds will be used to finance the general government operations and facilities of the Issuer described in Section 2.3 hereof. None of the payment of principal or interest on the Bonds will be derived from, or secured by, money or property used in a trade or business of a non - governmental unit. In addition, none of the governmental operations or facilities of the Issuer being financed with the Proceeds of the Bonds are subject to any lease, management contract or other similar arrangement or to any arrangement for use other than as by the general public. Private Loan Financing Test No amount of Proceeds of the Bonds is to be used directly or indirectly to make or finance loans to persons other than governmental units. Section 2.5 Facts Supporting Temporary Periods for Proceeds (a) Time Test. Not later than six months after the Closing Date, the Issuer will incur a substantial binding obligation to a third party to expend at least 5% of the net Sale Proceeds of the Bonds. (b) Expenditure Test. Not less than 85% of the net Sale Proceeds will be expended for Project costs, including the reimbursement of other funds expended to date, within a three -year temporary period from the Closing Date. (c) Due Diligence Test. Not later than six months after Closing, work on the Project will have commenced and will proceed with due diligence to completion. (d) Proceeds of the Bonds representing less than six months accrued interest on the Bonds will be spent within six months of this date to pay interest on the Bonds, and will be invested without restriction as to yield for a temporary period not in excess of six months. 10 Section 2.6 Resolution Funds at Restricted or Unrestricted Yield (a) Proceeds of the Bonds will be held and accounted for in the manner provided in the Resolution. The Issuer has not and does not expect to create or establish any other bond fund, reserve fund, or similar fund or account for the Bonds. The Issuer has not and will not pledge any moneys or Taxable Obligations in order to pay debt service on the Bonds or restrict the use of such moneys or Taxable Obligations so as to give reasonable assurances of their availability for such purposes. (b) Any monies which are invested beyond a temporary period are expected to constitute less than a major portion of the Bonds or to be restricted for investment at a yield not greater than one - eighth of one percent above the Bond Yield. (c) The Issuer has established and will use the Bond Fund primarily to achieve a proper matching of revenues and debt service within each Bond Year and the Issuer will apply moneys deposited into the Bond Fund to pay the principal of and interest on the Bonds. Such Fund will be depleted at least once each Bond Year except for a reasonable carryover amount. The carryover amount will not exceed the greater of (1) one year's earnings on the Bond Fund or (2) one - twelfth of Annual Debt Service. The Issuer will spend moneys deposited from time to time into such fund within 13 months after the date of deposit. Revenues, intended to be used to pay debt service on the Bonds, will be deposited into the Bond Fund as set forth in the Resolution. The Issuer will spend interest earned on moneys in such fund not more than 12 months after receipt. Accordingly, the Issuer will treat the Bond Fund as a bona fide debt service fund as defined in Regulation 1.148 -1(b). Investment of amounts on deposit in the Bond Fund will not be subject to arbitrage rebate requirements as the Bonds meet the safe harbor set forth in Regulation 1.148 -3(k), because the average annual debt service on the Bonds will not exceed $2,500,000. (d) The Minor Portion of the Bonds will be invested without regard to yield. Section 2.7 Pertaining to Yields (a) The purchase price of all Taxable Obligations to which restrictions apply under this Certificate as to investment yield or rebate of Excess Earnings, if any, has been and shall be calculated using (i) the price taking into account discount, premium and accrued interest, as applicable, actually paid or (ii) the fair market value if less than the price actually paid and if such Taxable Obligations were not purchased directly from the United States Treasury. The Issuer will acquire all such Taxable Obligations directly from the United States Treasury or in an arm's length transaction without regard to any amounts paid to reduce the yield on such Taxable Obligations. The Issuer will not pay or permit the payment of any amounts (other than to the United States) to reduce the yield 11 on any Taxable Obligations. Obligations pledged to the payment of debt service on the Bonds, or deposited into any reserve fund after they have been acquired by the Issuer will be treated as though they were acquired for their fair market value on the date of such pledge or deposit. Obligations on deposit in any reserve fund on the Closing Date shall be treated as if acquired for their fair market value on the Closing Date. (b) Qualified guarantees have not been used in computing yield. (c) The Bond Yield has been computed on a combined basis with the Series 2011 C General Obligation Refunding Capital Loan Notes as not less than 2.2696138 percent. This Bond Yield has been computed on the basis of a purchase price for the Bonds equal to the Issue Price. ARTICLE III REBATE Section 3.1 Records Sale Proceeds of the Bonds will be held and accounted for in the manner provided in the Resolution. The Issuer will maintain adequate records for funds created by the Resolution and this Certificate including all deposits, withdrawals, transfers from, transfers to, investments, reinvestments, sales, purchases, redemptions, liquidations and use of money or obligations until six years after the Final Bond Retirement Date. Section 3.2 Rebate Fund (a) In the Resolution, the Issuer has covenanted to pay to the United States the Rebate Amount, an amount equal to the Excess Earnings on the Gross Proceeds Funds, if any, at the times and in the manner required or permitted and subject to stated special rules and allowable exceptions. (b) The Issuer may establish a fund pursuant to the Resolution and this Certificate which is herein referred to as the Rebate Fund. The Issuer will invest and expend amounts on deposit in the Rebate Fund in accordance with this Certificate. (c) Moneys in the Rebate Fund shall be held by the Issuer or its designee and, subject to Sections 3.4, 3.5 and 6.1 hereof, shall be held for future payment to the United States as contemplated under the provisions of this Certificate and shall not constitute part of the trust estate held for the benefit of the owners of the Bonds or the Issuer. 12 (d) The Issuer will pay to the United States from legally available money of the Issuer (whether or not such available money is on deposit in any fund or account related to the Bonds) any amount which is required to be paid to the United States. Section 3.3 Exceptions to Rebate The Issuer reasonably expects that the Bonds are eligible for one or more exceptions from the arbitrage rebate rules set forth in the Regulations. If any Proceeds are ineligible, or become ineligible, for an exception to the arbitrage rebate rules, the Issuer will comply with the provisions of this Article III. A description of the applicable rebate exceptions is as follows: • Eighteen -Month Exception The Gross Proceeds of the Bonds are expected to be expended for the governmental purposes for which the Bonds were issued in accordance with the following schedule: 1) 15 percent spent within six months of the Closing Date; 2) 60 percent spent within one year of the Closing Date; 3) 100 percent spent within eighteen months of the Closing Date (subject to 5 percent retainage for not more than one year). In any event, the Issuer expects that the 5% reasonable retainage will be spent within 30 months of the Closing Date. For purposes of determining compliance with the six -month and twelve -month spending periods, the amount of investment earnings included shall be based on the Issuer's reasonable expectations that the average annual interest rate on investments will be not more than 3.0 %. For purposes of determining compliance with the eighteen -month spending period, the amount of investment earnings included shall be based on actual earnings. If the Issuer fails to meet the foregoing expenditure schedule, the Issuer shall comply with the arbitrage rebate requirements of the Code. • Election to Treat as Construction Bonds. The Issuer reasonably expects that more than 75 percent of the "available construction proceeds" ( "ACP ") of the Bonds, as defined in Section 148(f)(4)(C)(vi) of the Code, will be used for construction expenditures. ACP includes the issue price of the issue plus the earnings on such issue. Not less than the following percentages of the ACP will be spent within the following periods: 1) 10 percent spent within six months of the Closing Date; 2) 45 percent spent within one year of the Closing Date; 3) 75 percent spent within eighteen months of the Closing Date; 13 4) 100 percent spent within two years of the Closing Date (subject to 5 percent retainage for not more than one year). In any event, the Issuer expects that the 5% reasonable retainage will be spent within a three -year period beginning on the Closing Date. A failure to spend an amount that does not exceed the lesser of (i) 3% of the issue price or (ii) $250,000, is disregarded if the Issuer exercises due diligence to complete the Project. • Election with respect to future earnings Pursuant to Section 1.148- 7(h)(i)(3) of the Regulations, the Issuer shall calculate the amount of future earnings to be used in determining compliance with the first three spending periods based on its reasonable expectations that the average annual interest rate on investments of the ACP will be not more than 3.0 %. Compliance with the final spending period shall be calculated using actual earnings. If the Issuer fails to meet the foregoing expenditure schedule, the Issuer shall comply with the arbitrage rebate requirements of the Code. Section 3.4 Calculation of Rebate Amount (a) As soon after each Computation Date as practicable, the Issuer shall, if necessary, calculate and determine the Excess Earnings on the Gross Proceeds Funds (the "Rebate Amount "). All calculations and determinations with respect to the Rebate Amount will be made on the basis of actual facts as of the Computation Date and reasonable expectations as to future events. (b) If the Rebate Amount exceeds the amount currently on deposit in the Rebate Fund, the Issuer may deposit an amount in the Rebate Fund such that the balance in the Rebate Fund after such deposit equals the Rebate Amount. If the amount in the Rebate Fund exceeds the Rebate Amount, the Issuer may withdraw such excess amount provided that such withdrawal can be made from amounts originally transferred to the Rebate Fund and not from earnings thereon, which may not be transferred, and only if such withdrawal may be made without liquidating investments at a loss. Section 3.5 Rebate Requirements and the Bond Fund It is expected that the Bond Fund described in the Resolution and Section 2.6(c) of this Certificate will be treated as a bona fide debt service fund as defined in Regulation 1.148 -1(b). As such, any amount earned during a Bond Year on the Bond Fund and amounts earned on such amounts, if allocated to the Bond Fund, will not be taken into account in calculating the Rebate Amount if the annual gross earnings on the Bond Fund for such Bond Year are less than $100,000 or if average annual debt service will not 14 exceed $2,500,000. However, should annual gross earnings exceed $100,000 or should the Bond Fund cease to be treated as a bona fide debt service fund, the Bond Fund will become subject to the rebate requirements set forth in Section 3.4 hereof. Section 3.6 Investment of the Rebate Fund (a) Immediately upon a transfer to the Rebate Fund, the Issuer may invest all amounts in the Rebate Fund not already invested and held in the Rebate Fund, to the extent possible, in (1) SLGS, such investments to be made at a yield of not more than one - eighth of one percent above the Bond Yield, (2) Tax Exempt Obligations, (3) direct obligations of the United States or (4) certificates of deposit of any bank or savings and loan association. All investments in the Rebate Fund shall be made to mature not later than the next Rebate Payment Date. (b) If the Issuer invests in SLGS, the Issuer shall file timely subscription forms for such securities (if required). To the extent possible, amounts received from maturing SLGS shall be reinvested immediately in zero yield SLGS maturing on or before the next Rebate Payment Date. Section 3.7 Payment to the United States (a) On each Rebate Payment Date, the Issuer will pay to the United States at least ninety percent (90 %) of the Rebate Amount less a computation credit of $1,000 per Bond Year for which the payment is made. (b) The Issuer will pay to the United States not later than sixty (60) days after the Final Bond Retirement Date all the rebatable arbitrage as of such date and any income attributable to such rebatable arbitrage as described in Regulation 1.148- 3(f)(2). (c) If necessary, on each Rebate Payment Date, the Issuer will mail a check to the Internal Revenue Service Center, Ogden, UT 84201. Each payment shall be accompanied by a copy of Form 8038 -T, Arbitrage Rebate, filed with respect to the Bonds or other information reporting form as is required to comply with the Code and applicable Regulations. Section 3.8 Records (a) The Issuer will keep and retain adequate records with respect to the Bonds, the Gross Proceeds Funds, the Bond Fund, and the Rebate Fund until six years after the Final Bond Retirement Date. Such records shall include descriptions of all calculations of amounts transferred to the Rebate Fund, if any, and descriptions of all calculations of amounts paid to the United States as required by this Certificate. Such records will also 15 show all amounts earned on moneys invested in such funds, and the actual dates and amounts of all principal, interest and redemption premiums (if any) paid on the Bonds. (b) Records relating to the investments in such Funds shall completely describe all transfers, deposits, disbursements and earnings including: (i) a complete list of all investments and reinvestments of amounts in each such Fund including, if applicable, purchase price, purchase date, type of security, accrued interest paid, interest rate, dated date, principal amount, date of maturity, interest payment dates, date of liquidation, receipt upon liquidation, market value of such investment on the Final Bond Retirement Date if held by the Issuer on the Final Bond Retirement Date, and market value of the investment on the date pledged to the payment of the Bonds or the Closing Date if different from the purchase date. (ii) the amount and source of each payment to, and the amount, purpose and payee of each payment from, each such Fund. Section 3.9 Additional Payments The Issuer hereby agrees to pay to the United States from legally available money of the Issuer (whether or not such available money is on deposit in any fund or account related to the Bonds) any amount which is required to be paid to the United States, but which is not available in a fund related to the Bonds for transfer to the Rebate Fund or payment to the United States. ARTICLE IV INVESTMENT RESTRICTIONS Section 4.1 Avoidance of Prohibited Payments The Issuer will not enter into any transaction that reduces the amount required to be deposited into the Rebate Fund or paid to the United States because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Bond Yield not been relevant to either party. The Issuer will not invest or direct the investment of any funds in a manner which reduces an amount required to be paid to the United States because such transaction results in a small profit or larger loss than would have resulted if the transaction had been at arm's length and had the Bond Yield not been relevant to the Issuer. In particular, notwithstanding anything to the contrary contained herein or in the Resolution, the Issuer will not invest or direct the investment of any funds in a manner which would violate any provision of this Article IV. 16 Section 4 2 Market Price Requirement (a) The Issuer will not purchase or direct the purchase of Taxable Obligations for more than the then available market price for such Taxable Obligations. The Issuer will not sell, liquidate or direct the sale or liquidation of Taxable Obligations for less than the then available market price. (b) For purposes of this Certificate, United States Treasury obligations purchased directly from the United States Treasury will be deemed to be purchased at the market price. Section 4.3 Investment in Certificates of Deposit (a) Notwithstanding anything to the contrary contained herein or in the Resolution, the Issuer will invest or direct the investment of funds on deposit in the Reserve Fund, any other Gross Proceeds Fund, the Bond Fund, and the Rebate Fund, in a certificate of deposit of a bank or savings bank which is permitted by law and by the Resolution only if the purchase price of such a certificate of deposit is treated as its fair market value on the purchase date and if the yield on the certificate of deposit is not less than (1) the yield on reasonably comparable direct obligations of the United States; and (2) the highest yield that is published or posted by the provider to be currently available from the provider on reasonably comparable certificates of deposit offered to the public. (b) The certificate of deposit described in paragraph 4.3(a) above must be executed by a dealer who maintains an active secondary market in comparable certificates of deposit and must be based on actual trades adjusted to reflect the size and term of that certificate of deposit and the stability and reputation of the bank or savings bank issuing the certificate of deposit. Section 4.4 Investment Pursuant to Investment Contracts and Agreements The Issuer will invest or direct the investment of funds on deposit in the Gross Proceeds Funds, the Bond Fund, and the Rebate Fund pursuant to an investment contract (including a repurchase agreement) only if all of the following requirements are satisfied: (a) The Issuer makes a bona fide solicitation for the purchase of the investment. A bona fide solicitation is a solicitation that satisfies all of the following requirements: (1) The bid specifications are in writing and are timely forwarded to potential providers. 17 (2) The bid specifications include all material terms of the bid. A term is material if it may directly or indirectly affect the yield or the cost of the investment. (3) The bid specifications include a statement notifying potential providers that submission of a bid is a representation that the potential provider did not consult with any other potential provider about its bid, that the bid was determined without regard to any other formal or informal agreement that the potential provider has with the issuer or any other person (whether or not in connection with the Bonds), and that the bid is not being submitted solely as a courtesy to the issuer or any other person for purposes of satisfying the requirements of paragraph (d)(6)(iii)(B)(1) or (2) of section 1.148 -5 of the Regulations. (4) The terms of the bid specifications are commercially reasonable. A term is commercially reasonable if there is a legitimate business purpose for the term other than to increase the purchase price or reduce the yield of the investment. (5) For purchases of guaranteed investment contracts only, the terms of the solicitation take into account the Issuer's reasonably expected deposit and drawdown schedule for the amounts to be invested. (6) All potential providers have an equal opportunity to bid and no potential provider is given the opportunity to review other bids (i.e., a last look) before providing a bid. (7) At least three reasonably competitive providers are solicited for bids. A reasonably competitive provider is a provider that has an established industry reputation as a competitive provider of the type of investments being purchased. (b) The bids received by the Issuer meet all of the following requirements: (1) The Issuer receives at least three bids from providers that the Issuer solicited under a bona fide solicitation meeting the requirements of paragraph (d)(6)(iii)(A) of section 1.148 -5 of the Regulations and that do not have a material financial interest in the issue. A lead underwriter in a negotiated underwriting transaction is deemed to have a material financial interest in the issue until 15 days after the issue date of the issue. In addition, any entity acting as a financial advisor with respect to the purchase of the investment at the time the bid specifications are forwarded to potential providers has a material financial interest in the issue. A provider that is a 18 related party to a provider that has a material financial interest in the issue is deemed to have a material financial interest in the issue. (2) At least one of the three bids described in paragraph (d)(6)(iii)(B)(1) of section 1.148 -5 of the Regulations is from a reasonably competitive provider, within the meaning of paragraph (d)(6)(iii)(A)(7) of section 1.148- 5 of the Regulations. (3) If the Issuer uses an agent to conduct the bidding process, the agent did not bid to provide the investment. (c) The winning bid meets the following requirements: (1) Guaranteed investment contracts. If the investment is a guaranteed investment contract, the winning bid is the highest yielding bona fide bid (determined net of any broker's fees). (2) Other investments. If the investment is not a guaranteed investment contract, the winning bid is the lowest cost bona fide bid (including any broker's fees). (d) The provider of the investments or the obligor on the guaranteed investment contract certifies the administrative costs that it pays (or expects to pay, if any) to third parties in connection with supplying the investment. (e) The Issuer will retain the following records with the bond documents until three years after the last outstanding bond is redeemed: (1) For purchases of guaranteed investment contracts, a copy of the contract, and for purchases of investments other than guaranteed investment contracts, the purchase agreement or confirmation. (2) The receipt or other record of the amount actually paid by the Issuer for the investments, including a record of any administrative costs paid by the Issuer, and the certification under paragraph (d)(6)(iii)(D) of section 1.148 -5 of the Regulations. (3) For each bid that is submitted, the name of the person and entity submitting the bid, the time and date of the bid, and the bid results. (4) The bid solicitation form and, if the terms of the purchase agreement or the guaranteed investment contract deviated from the bid solicitation form or 19 a submitted bid is modified, a brief statement explaining the deviation and stating the purpose for the deviation. (5) For purchases of investments other than guaranteed investment contracts, the cost of the most efficient portfolio of State and Local Government Series Securities, determined at the time that the bids were required to be submitted pursuant to the terms of the bid specifications. Section 4.5 Records The Issuer will maintain records of all purchases, sales, liquidations, investments, reinvestments, redemptions, disbursements, deposits, and transfers of amounts on deposit. Section 4.6 Investments to be Legal All investments required to be made pursuant to this Certificate shall be made to the extent permitted by law. In the event that any such investment is determined to be ultra vires, it shall be liquidated and the proceeds thereof shall be invested in a legal investment, provided that prior to reinvesting such proceeds, the Issuer shall obtain an opinion of Bond Counsel to the effect that such reinvestment will not cause the Bonds to become arbitrage bonds under Sections 103, 148, 149, or any other applicable provision of the Code. ARTICLE V GENERAL COVENANTS The Issuer hereby covenants to perform all acts within its power necessary to ensure that the reasonable expectations set forth in Article II hereof will be realized. The Issuer reasonably expects to comply with all covenants contained in this Certificate. ARTICLE VI AMENDMENTS AND ADDITIONAL AGREEMENTS Section 6.1 Opinion of Bond Counsel; Amendments The various provisions of this Certificate need not be observed and this Certificate may be amended or supplemented at any time by the Issuer if the Issuer receives an opinion or opinions of Bond Counsel that the failure to comply with such provisions will not cause any of the Bonds to become "arbitrage bonds" under the Code and that the terms of such amendment or supplement will not cause any of the Bonds to become 20 "arbitrage bonds" under the Code, or otherwise cause interest on any of the Bonds to become includable in gross income for federal income tax purposes. Section 6.2 Additional Covenants Agreements The Issuer hereby covenants to make, execute and enter into (and to take such actions, if any, as may be necessary to enable it to do so) such agreements as may be necessary to comply with any changes in law or regulations in order to preserve the tax - exempt status of the Bonds to the extent that it may lawfully do so. The Issuer further covenants (1) to impose such limitations on the investment or use of moneys or investments related to the Bonds, (2) to make such payments to the United States Treasury, (3) to maintain such records, (4) to perform such calculations, and (5) to perform such other lawful acts as may be necessary to preserve the tax - exempt status of the Bonds. Section 6.3 Internal Revenue Service Audits The Internal Revenue Service has not audited the Issuer regarding any obligations issued by or on behalf of the Issuer. To the best knowledge of the Issuer, no such obligations of the Issuer are currently under examination by the Internal Revenue Service. Section 6.4 Amendments Except as otherwise provided in Section 6.1 hereof, all the rights, powers, duties and obligations of the Issuer shall be irrevocable and binding upon the Issuer and shall not be subject to amendment or modification by the Issuer. 21 IN WITNESS WHEREOF, the Issuer has cause this Certificate to be executed by its duly authorized officer, all as of the day first abov written.` n (SEAL) Fin ce Director, City of Iowa CitState of Iowa 22 LL CIG27.TXT CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate ") is executed and delivered by the City of Iowa City, State of Iowa (the "Issuer "), in connection with the issuance of $7,925,000 General Obligation Capital Loan Notes, Series 2011A; $820,000 Taxable General Obligation Capital Loan Notes, Series 201113; and $10,930,000 General Obligation Refunding Capital Loan Notes, Series 2011 C (the "Notes ") dated June 8, 2011. The Notes are being issued pursuant to a Resolution of the Issuer approved on May 3, 2011 (the "Resolution "). The Issuer covenants and agrees as follows: SECTION 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Holders and Beneficial Owners of the Notes and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2- 12(b)(5). SECTION 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Notes (including persons holding Notes through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Notes for federal income tax purposes. "Business Day" shall mean a day other than a Saturday or a Sunday or a day on which banks in Iowa are authorized or required by law to close. "Dissemination Agent" shall mean the Issuer or any Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. "Holders" shall mean the registered holders of the Notes, as recorded in the registration books of the Registrar. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. "Municipal Securities Rulemaking Board" or "MSRB" shall mean the Municipal Securities Rulemaking Board, 1900 Duke Street, Suite 600, Alexandria, VA 22314. "National Repository" shall mean the MSRB's Electronic Municipal Market Access website, a/k/a "EMMA" (emma.msrb.org). "Participating Underwriter shall mean any of the original underwriters of the Notes required to comply with the Rule in connection with offering of the Notes. "Rule" shall mean Rule 15c2- 12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State" shall mean the State of Iowa. SECTION 3. Provision of Annual Reports. (a) The Issuer shall, or shall cause the Dissemination Agent to, not later than two hundred ten (2 10) days after the end of the Issuer's fiscal year (presently June 30th), commencing with the report for the 2010/2011 fiscal year, provide to the National Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report must be submitted in such format as is required by the MSRB (currently in "searchable PDF" format). The Annual Report may be submitted as a single document or as separate documents comprising a package. The Annual Report may cross - reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). (b) If the Issuer is unable to provide to the National Repository an Annual Report by the date required in subsection (a), the Issuer shall send a notice to the Municipal Securities Rulemaking Board, if any, in substantially the form attached as Exhibits A, A -1 and A -2. 2 (c) The Dissemination Agent shall: (i) each year file the Annual Report with the National Repository; and (ii) (if the Dissemination Agent is other than the Issuer), file a report with the Issuer certifying that the Annual Report has been filed pursuant to this Disclosure Certificate, stating the date it was filed. SECTION 4. Content of Annual Reports. The Issuer's Annual Report shall contain or incorporate by reference the following: (a) The last available audited financial statements of the Issuer for the prior fiscal year, prepared in accordance with generally accepted accounting principles promulgated by the Financial Accounting Standards Board as modified in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under State law, as in effect from time to time, or, if and to the extent such financial statements have not been prepared in accordance with generally accepted accounting principles, noting the discrepancies therefrom and the effect thereof. If the Issuer's audited financial statements for the preceding years are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) Information of the type contained in the final Official Statement under the headings "City Property Values" and "City Indebtedness ". Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Issuer or related public entities, which have been filed with the National Repository. The Issuer shall clearly identify each such other document so included by reference. SECTION 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Notes in a timely manner not later than ten (10) Business Days after the day of the occurrence of the event: 3 (1) Principal and interest payment delinquencies; (2) Non - payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements relating to the Notes reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 -TEB) or other material notices or determinations with respect to the tax - exempt status of the Series Notes, or material events affecting the tax - exempt status of the Notes; (7) Modifications to rights of Holders of the Notes, if material; (8) Note calls (excluding sinking fund mandatory redemptions), if material, and tender offers; (9) Defeasances of the Notes; (10) Release, substitution, or sale of property securing repayment of the Notes, if material; (11) Rating changes on the Notes; (12) Bankruptcy, insolvency, receivership or similar event of the Issuer; (13) The consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and 11 (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material. (b) Whenever the Issuer obtains the knowledge of the occurrence of a Listed Event, the Issuer shall determine if the occurrence is subject to notice only if material, and if so shall as soon as possible determine if such event would be material under applicable federal securities laws. (c) If the Issuer determines that knowledge of the occurrence of a Listed Event is not subject to materiality, or determines such occurrence is subject to materiality and would be material under applicable federal securities laws, the Issuer shall promptly, but not later than ten (10) Business Days after the occurrence of the event, file a notice of such occurrence with the Municipal Securities Rulemaking Board through the filing with the National Repository. SECTION 6. Termination of Reporting Obligation. The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Notes or upon the Issuer's receipt of an opinion of nationally recognized bond counsel to the effect that, because of legislative action or final judicial action or administrative actions or proceedings, the failure of the Issuer to comply with the terms hereof will not cause Participating Underwriters to be in violation of the Rule or other applicable requirements of the Securities Exchange Act of 1934, as amended. If such termination occurs prior to the final maturity of the Notes, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). SECTION 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be the Issuer. SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Section 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the 5 identity, nature or status of an obligated person with respect to the Notes, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Notes, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the Holders of the Notes in the same manner as provided in the Resolution for amendments to the Resolution with the consent of Holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Notes. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(c), and (ii) the Annual Report for the year in which the change is made will present a comparison or other discussion in narrative form (and also, if feasible, in quantitative form) describing or illustrating the material differences between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. SECTION 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 10. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate, any Holder or Beneficial Owner of the Notes may take such actions as may be necessary and appropriate, including seeking mandate or 6 specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate. Direct, indirect, consequential and punitive damages shall not be recoverable by any person for any default hereunder and are hereby waived to the extent permitted by law. A default under this Disclosure Certificate shall not be deemed an event of default under the Resolution, and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action to compel performance. SECTION 11. Duties Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Issuer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Notes. SECTION 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriters and Holders and Beneficial Owners from time to time of the Notes, and shall create no rights in any other person or entity. Date: day of bn .'J �, % -,T' 2011. ATTEST: By: City erk CITY OF IOWA CITY, STATE OF IOWA B y:�`� Mayor 7 EXHIBIT A NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Iowa City, Iowa. Name of Note Issue: $7,925,000 General Obligation Capital Loan Notes, Series 201 IA Dated Date of Issue: June 8, 2011 NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above -named Notes as required by Section 3 of the Continuing Disclosure Certificate delivered by the Issuer in connection with the Notes. The Issuer anticipates that the Annual Report will be filed by Dated: day of CITY OF IOWA CITY, STATE OF IOWA B y: Its: EXHIBIT A -1 NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Iowa City, Iowa. Name of Note Issue: $820,000 Taxable General Obligation Capital Loan Notes, Series 2011B Dated Date of Issue: June 8, 2011 NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above -named Notes as required by Section 3 of the Continuing Disclosure Certificate delivered by the Issuer in connection with the Notes. The Issuer anticipates that the Annual Report will be filed by Dated: day of CITY OF IOWA CITY, STATE OF IOWA B y: Its: EXHIBIT A -2 NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Iowa City, Iowa. Name of Note Issue: $10,930,000 General Obligation Refunding Capital Loan Notes, Series 2011 C Dated Date of Issue: June 8, 2011 NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above -named Notes as required by Section 3 of the Continuing Disclosure Certificate delivered by the Issuer in connection with the Notes. The Issuer anticipates that the Annual Report will be filed by Dated: day of CITY OF IOWA CITY, STATE OF IOWA B y: Its: 10 i May 3, 2011 The City Council of the City of Iowa City, State of Iowa, met in regular session, in the Emma J. Harvat Hall, City Hall, 410 E. Washington, Iowa City, Iowa, at 7 : o0 o'clock p_.M., on the above date. There were present Mayor Hayek , in the chair, and the following named Council Members: Absent: None -1- Council Member Wright moved that the form of Tax Exemption Certificate be placed on file and approved. Council Member Champion seconded the motion. The roll was called and the vote was, AYES: Dickens Hayek, Mims, Wilburn, Wright, Bailey. Champion NAYS: Council Member Bailey moved that the form of Continuing Disclosure Certificate be placed on file and approved. Council Member Dickens seconded the motion. The roll was called and the vote was, AYES: Dickens, Hayek, Mims, Wilburn, Wright, Bailey, Champion NAYS: Council Member Bailey introduced the following Resolution entitled "RESOLUTION APPROVING AND AUTHORIZING A FORM OF LOAN AGREEMENT AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $7,925,000 GENERAL OBLIGATION CAPITAL LOAN NOTES, SERIES 2011A, AND LEVYING A TAX TO PAY THE NOTES" and moved that it be adopted. Council Member Dickens seconded the motion to adopt, and the roll being called thereon, the vote was as follows: AYES: D.ickpns, Hayek Mims, Wilburn, Wright, Bailey, Champion NAYS: Whereupon, the Mayor declared said Resolution duly adopted as follows: -2- Resolution No. 11 -155 RESOLUTION APPROVING AND AUTHORIZING A FORM OF LOAN AGREEMENT AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $7,925,000 GENERAL OBLIGATION CAPITAL LOAN NOTES, SERIES 2011A, AND LEVYING A TAX TO PAY THE NOTES 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 the construction, reconstruction, and repair of improvements to public ways, sidewalks, overpasses, pedestrian underpasses and overpasses, bridges and streets; the opening, widening, extending, grading and draining of the right -of -way of streets, highways, avenues and public grounds and the removal and replacement of dead or diseased trees thereon; the reconstruction, extension and improvement of the existing Municipal Airport; the acquisition, installation and repair of traffic control devices; the rehabilitation, improvement and equipping of existing city parks, including facilities, equipment and improvements commonly found in city parks; the equipping of the fire department; and the establishment or funding of programs to provide for or assist in providing for the acquisition, restoration, or demolition of housing, as part of a municipal housing project under chapter 403 or otherwise, or for other purposes as may be authorized under chapter 403A, an essential corporate purpose, and it is deemed necessary and advisable that a form of Loan Agreement be approved and authorized and General Obligation Capital Loan Notes in the amount of $7,395,000 be issued for said purpose; and WHEREAS, pursuant to notice published as required by Sections 384.24, 384.24A and 384.25 of said Code, this Council has held a public meeting and hearing upon the proposal to institute proceedings for the issuance of not to exceed $7,640,000 General Obligation Capital Loan Notes, and the Council is therefore now authorized to proceed with the issuance of $7,395,000 Capital Loan Notes; and WHEREAS, the City is in need of funds to pay costs of the construction, reconstruction, improvement and equipping of recreation grounds and recreation buildings, including the construction of a marina and shelter area; elevator and entrance improvements to a recreation center; and the construction, reconstruction, improvement and equipping of City Hall, including miscellaneous improvements to City Hall and other departments, general corporate purposes, and it is deemed necessary and advisable that General Obligation Capital Loan Notes to the amount of $530,000 be authorized for said purpose; and -3- WHEREAS, the City has a population of more than 5,000 but not more than 75,000; and WHEREAS, pursuant to notice published as required by Sections 384.24, 384.24A, and 384.26(5) of said Code, the Council of the City has held public meeting and hearing upon the proposal to institute proceedings for the authorization to enter into a loan agreement and the issuance of Notes for general corporate purposes in an amount not to exceed $540,000, and, no petition for referendum having been received, the Council is therefore now authorized to proceed with the issuance of $530,000 Capital Loan Notes thereof; and WHEREAS, pursuant to Sections 384.24, 384.24A and 384.28 of the City Code of Iowa, it is hereby found and determined that the various general obligation notes authorized as hereinabove described shall be combined for the purpose of issuance in a single issue of $7,925,000 Corporate Purpose Capital Loan Notes, designated as Series 2011A, as hereinafter set forth. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, STATE OF IOWA: Section 1. Definitions. The following terms shall have the following meanings in this Resolution unless the text expressly or by necessary implication requires otherwise: ❑ "Authorized Denominations" shall mean $5,000 or any integral multiple thereof. ❑ "Beneficial Owner" shall mean the person in whose name such Note is recorded as the beneficial owner of a Note by a Participant on the records of such Participant or such person's subrogee. ❑ "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Notes. ❑ "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate executed by the Issuer and dated the date of issuance and delivery of the Notes, as originally executed and as it may be amended from time to time in accordance with the terms thereof. ❑ "Depository Notes" shall mean the Notes as issued in the form of one global certificate for each maturity, registered in the Registration Books maintained by the Registrar in the name of DTC or its nominee. 10 ❑ "DTC" shall mean The Depository Trust Company, New York, New York, a limited purpose trust company, or any successor book -entry securities depository appointed for the Notes. ❑ "Issuer" and "City" shall mean the City of Iowa City, State of Iowa. ❑ "Loan Agreement" shall mean a Loan Agreement between the Issuer and a lender or lenders in substantially the form attached to and approved by this Resolution. ❑ "Note Fund" shall mean the fund created in Section 4 of this Resolution. ❑ "Notes" shall mean $7,925,000 General Obligation Capital Loan Notes, Series 2011A, authorized to be issued by this Resolution. ❑ "Participants" shall mean those broker - dealers, banks and other financial institutions for which DTC holds Notes as securities depository. ❑ "Paying Agent" shall mean the City Controller, 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 Notes as the same shall become due. ❑ "Project" shall mean the costs of the construction, reconstruction, and repair of improvements to public ways, sidewalks, overpasses, pedestrian underpasses and overpasses, bridges and streets; the opening, widening, extending, grading and draining of the right -of -way of streets, highways, avenues and public grounds and the removal and replacement of dead or diseased trees thereon; the reconstruction, extension and improvement of the existing Municipal Airport; the acquisition, installation and repair of traffic control devices; the rehabilitation, improvement and equipping of existing city parks, including facilities, equipment and improvements commonly found in city parks; the equipping of the fire department; the construction, reconstruction, improvement and equipping of recreation grounds and recreation buildings, including the construction of a marina and shelter area; elevator and entrance improvements to a recreation center; and the construction, reconstruction, improvement and equipping of City Hall, including miscellaneous improvements to City Hall and other departments. ❑ "Project Fund" shall mean the fund required to be established by this Resolution for the deposit of the proceeds of the Notes. -5- ❑ "Rebate Fund" shall mean the fund so defined in and established pursuant to the Tax Exemption Certificate. ❑ Registrar shall mean the City Controller of Iowa City, 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 Notes. Unless otherwise specified, the Registrar shall also act as Transfer Agent for the Notes. ❑ "Representation Letter" shall mean the Blanket Issuer Letter of Representations executed and delivered by the Issuer to DTC on file with DTC. ❑ "Resolution" shall mean this resolution authorizing the Notes. ❑ "Tax Exemption Certificate" shall mean the Tax Exemption Certificate executed by the Treasurer and delivered at the time of issuance and delivery of the Notes. ❑ "Treasurer" shall mean the Finance Director or such other officer as shall succeed to the same duties and responsibilities with respect to the recording and payment of the Notes issued hereunder. Section 2. The form of Loan Agreement in substantially the form attached to this Resolution is hereby approved and is authorized to be executed and issued on behalf of the Issuer by the Mayor and attested by the City Clerk. Section 3. 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 Notes 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 the City of Iowa City, State of Iowa, to -wit: 101 AMOUNT $945,861 $944,944 $989,844 $983,544 $987,044 $983,031 $986,531 $984,981 $985,406 $357,506 FISCAL YEAR (JULY 1 TO JUNE 30) YEAR OF COLLECTION *Payable from available funds of the City. 2011/2012 2012/2013 2013/2014 2014/2015 2015/2016 2016/2017 2017/2018 2018/2019 2019/2020 2020/2021 (NOTE: For example the levy to be made and certified against the taxable valuations of January 1, 2010, will be collected during the fiscal year commencing July 1, 2011). (b) Resolution to be Filed With County Auditor. A certified copy of this Resolution shall be filed with the Auditor of Johnson County, Iowa and the Auditor is hereby instructed in and for each of the years as provided, to levy and assess the tax hereby authorized in Section 3 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 Notes issued in anticipation of the 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. Section 4. Note Fund. Said tax shall be assessed and 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 "SERIES 2011A GENERAL OBLIGATION CAPITAL LOAN NOTE FUND NO. 1" (the "Note Fund "), which is hereby pledged for and shall be used only for the payment of the principal of and interest on the Notes hereinafter -7- authorized to be issued; and also there shall be apportioned to said fund its proportion of taxes received by the City from property that is centrally assessed by the State of Iowa. Section 5. Application of Note Proceeds. Proceeds of the Notes other than accrued interest except as may be provided below shall be credited to the Project Fund and expended therefrom for the purposes of the Project. Any amounts on hand in the Project Fund shall be available for the payment of the principal of or interest on the Notes 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 Note Fund. Section 6. Investments of Note Fund Proceeds. All moneys held in the Note Fund and the Project Fund, shall be invested in investments permitted by Chapter 12B, Code of Iowa, 2011, as amended, or deposited in financial institutions which are members of the Federal Deposit Insurance Corporation and the deposits in which are insured thereby and all such deposits exceeding the maximum amount insured from time to time by FDIC or its equivalent successor in any one financial institution shall be continuously secured in compliance with Chapter 12C of the Code of Iowa, 2011, as amended, or otherwise by a valid pledge of direct obligations of the United States Government having an equivalent market value. All such interim investments shall mature before the date on which the moneys are required for payment of principal of or interest on the Notes as herein provided. Section 7. Note Details, Execution and Redemption. (a) Note Details. General Obligation Capital Loan Notes, Series 2011A, of the City in the total amount of $7,925,000, shall be issued to evidence the obligations of the Issuer under the Loan Agreement pursuant to the provisions of Sections 384.24, 384.24A, 384.25, 384.26, and 384.28 of the City Code of Iowa, as amended, for the aforesaid purpose. The Notes shall be issued in one or more series and shall be on a parity and secured equally and ratably from the sources provided in Section 3 of this Resolution. The Notes shall be designated "$7,925,000 GENERAL OBLIGATION CAPITAL LOAN NOTES, SERIES 2011A ", be dated June 8, 2011, and bear interest from the date thereof, until payment thereof, at the office of the Paying Agent, said interest payable on December 1, 2011, and semiannually thereafter on the lst day of June and December in each year until maturity at the rates hereinafter provided. The Notes shall be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the City Clerk, and -8- impressed or printed with the seal of the City and shall be fully registered as to both principal and interest as provided in this Resolution; principal, interest and premium, if any, shall be payable at the office of the Paying Agent by mailing of a check to the registered owner of the Note. The Notes shall be in the denomination of $5,000 or multiples thereof and shall mature and bear interest as follows: Principal Amount Interest Rate Maturity June 1 $745,000 2.000% 2012 $755,000 2.000% 2013 $815,000 2.000% 2014 $825,000 2.000% 2015 $845,000 2.250% 2016 $860,000 2.500% 2017 $885,000 3.000% 2018 $910,000 3.250% 2019 $940,000 3.500% 2020 $345,000 3.625% 2021 (b) Redemption. Notes maturing after June 1, 2017, may be called for redemption by the Issuer and paid before maturity on said date or any date thereafter, from any funds regardless of source, in whole or from time to time in part, in any order of maturity and within an annual maturity by lot. The terms of redemption shall be par, plus accrued interest to date of call. Thirty days' notice of redemption shall be given by ordinary mail to the registered owner of the Note. Failure to give such notice by mail to any registered owner of the Notes or any defect therein shall not affect the validity of any proceedings for the redemption of the Notes. All Notes or portions thereof called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment. If selection by lot within a maturity is required, the Registrar shall designate the Notes to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of Notes to be called has been reached. Section 8. Issuance of Notes in Book -Entry Form; Replacement Notes. (a) Notwithstanding the other provisions of this Resolution regarding registration, ownership, transfer, payment and exchange of the Notes, unless the Issuer -9- determines to permit the exchange of Depository Notes for Notes in the Authorized Denominations, the Notes shall be issued as Depository Notes in denominations of the entire principal amount of each maturity of Notes (or, if a portion of said principal amount is prepaid, said principal amount less the prepaid amount); and such Depository Notes shall be registered in the name of Cede & Co., as nominee of DTC. Payment of semi - annual interest for any Depository Note shall be made by wire transfer or New York Clearing House or equivalent next day funds to the account of Cede & Co. on the interest payment date for the Notes at the address indicated in or pursuant to the Representation Letter. (b) With respect to Depository Notes, neither the Issuer nor the Paying Agent shall have any responsibility or obligation to any Participant or to any Beneficial Owner. Without limiting the immediately preceding sentence, neither the Issuer nor the Paying Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC or its nominee or of any Participant with respect to any ownership interest in the Notes, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTC or its nominee, of any notice with respect to the Notes, (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC or its nominee, of any amount with respect to the principal of, premium, if any, or interest on the Notes, or (iv) the failure of DTC to provide any information or notification on behalf of any Participant or Beneficial Owner. The Issuer and the Paying Agent may treat DTC or its nominee as, and deem DTC or its nominee to be, the absolute owner of each Note for the purpose of payment of the principal of, premium, if any, and interest on such Note, for the purpose of all other matters with respect to such Note, for the purpose of registering transfers with respect to such Notes, and for all other purposes whatsoever (except for the giving of certain Noteholder consents, in accordance with the practices and procedures of DTC as may be applicable thereto). The Paying Agent shall pay all principal of, premium, if any, and interest on the Notes only to or upon the order of the Noteholders as shown on the Registration Books, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of, premium, if any, and interest on the Notes to the extent so paid. Notwithstanding the provisions of this Resolution to the contrary (including without limitation those provisions relating to the surrender of Notes, registration thereof, and issuance in Authorized Denominations), as long as the Notes are Depository Notes, full effect shall be given to the Representation Letter and the procedures and practices of DTC thereunder, and the Paying Agent shall comply therewith. (c) Upon (i) a determination by the Issuer that DTC is no longer able to carry out its functions or is otherwise determined unsatisfactory, or (ii) a determination by DTC that the Notes are no longer eligible for its depository services or (iii) a determination by -10- the Paying Agent that DTC has resigned or discontinued its services for the Notes, if such substitution is authorized by law, the Issuer shall (A) designate a satisfactory substitute depository as set forth below or, if a satisfactory substitute is not found, (B) provide for the exchange of Depository Notes for replacement Notes in Authorized Denominations. (d) To the extent authorized by law, if the Issuer determines to provide for the exchange of Depository Notes for Notes in Authorized Denominations, the Issuer shall so notify the Paying Agent and shall provide the Registrar with a supply of executed unauthenticated Notes to be so exchanged. The Registrar shall thereupon notify the owners of the Notes and provide for such exchange, and to the extent that the Beneficial Owners are designated as the transferee by the owners, the Notes will be delivered in appropriate form, content and Authorized Denominations to the Beneficial Owners, as their interests appear. (e) Any substitute depository shall be designated in writing by the Issuer to the Paying Agent. Any such substitute depository shall be a qualified and registered "clearing agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended. The substitute depository shall provide for (i) immobilization of the Depository Notes, (ii) registration and transfer of interests in Depository Notes by book entries made on records of the depository or its nominee and (iii) payment of principal of, premium, if any, and interest on the Notes in accordance with and as such interests may appear with respect to such book entries. Section 9. Registration of Notes; Appointment of Registrar; Transfer; Ownership; Delivery; and Cancellation. (a) Registration. The ownership of Notes may be transferred only by the making of an entry upon the books kept for the registration and transfer of ownership of the Notes, and in no other way. The City Controller is hereby appointed as Registrar under the terms of this Resolution. Registrar shall maintain the books of the Issuer for the registration of ownership of the Notes for the payment of principal of and interest on the Notes as provided in this Resolution. All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial Code subject to the provisions for registration and transfer contained in the Notes and in this Resolution. (b) Transfer. The ownership of any Note may be transferred only upon the Registration Books kept for the registration and transfer of Notes 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 -11- 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 Note (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 Note, a new fully registered Note, 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 Note, 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 Notes. In all cases of the transfer of the Notes, the Registrar shall register, at the earliest practicable time, on the Registration Books, the Notes, in accordance with the provisions of this Resolution. (d) Ownership. As to any Note, 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 Notes 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 Note, including the interest thereon, to the extent of the sum or sums so paid. (e) Cancellation. All Notes which have been redeemed shall not be reissued but shall be cancelled by the Registrar. All Notes 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 Notes to the Issuer. (f) Non - Presentment of Notes. In the event any payment check representing payment of principal of or interest on the Notes is returned to the Paying Agent or if any Note is not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such principal of or interest on Notes 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 Notes 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 Notes 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 Notes. -12- 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 Notes 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 Note for each annual maturity. The Registrar shall furnish additional Notes in lesser denominations (but not less than the minimum denomination) to an owner who so requests. Section 10. Reissuance of Mutilated Destroyed Stolen or Lost Notes. In case any outstanding Note shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the request of Registrar authenticate and deliver a new Note of like tenor and amount as the Note so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Note to Registrar, upon surrender of such mutilated Note, or in lieu of and substitution for the Note destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and Issuer that such Note 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 11. Record Date. Payments of principal and interest, otherwise than upon full redemption, made in respect of any Note, 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 preceding the payment date. All such payments shall fully discharge the obligations of the Issuer in respect of such Notes to the extent of the payments so made. Payment of principal shall only be made upon surrender of the Note to the Paying Agent. Section 12. Execution Authentication and Delivery of the Notes. The Mayor and Clerk shall execute and deliver the Notes to the Registrar, who shall authenticate the Notes and deliver the same to or upon order of the Purchaser. No Note 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 Note a Certificate of Authentication substantially in the form of the Certificate herein set forth. Such Certificate upon any Note executed on behalf of the Issuer shall be conclusive evidence that the Note so authenticated has been duly issued under this Resolution and that the holder thereof is entitled to the benefits of this Resolution. -13- Section 13. 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 noteholder. -14- Section 14. Form of Note. Notes shall be printed in substantial compliance with standards proposed by the American Standards Institute substantially in the form as fnllnVVQ- (6) (6) (7) (8) (1) (2) (3) (4) (5) (9) (9a) (10) (Continued on the back of this Note) (11)(12)(13) 1 (1 1 (15) FIGURE 1 (Front) -15- (10) (16) (Continued) FIGURE 2 (Back) -16- The text of the Notes to be located thereon at the item numbers shown shall be as follows: Item 1, figure 1= "STATE OF IOWA" Item 9, figure 1= The City of Iowa City, State of Iowa, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of Iowa (the "Issuer "), for value received, promises to pay from the source and as hereinafter provided, on the maturity date indicated above, to Item 9A, figure 1 = (Registration panel to be completed by Registrar or Printer with name of Registered Owner). Item 10, figure 1 = or registered assigns, the principal sum of (principal amount written out) THOUSAND DOLLARS in lawful money of the United States of America, on the maturity date shown above, only upon presentation and surrender hereof at the office of the City Controller, Paying Agent of this issue, or its successor, with interest on said sum from the date hereof until paid at the rate per annum specified above, payable on December 1, 2011, and semiannually thereafter on the 1st day of June and December in each year. Interest and principal shall be paid to the registered holder of the Note as shown on the records of ownership maintained by the Registrar as of the 15th day preceding such interest payment date. Interest shall be computed on the basis of a 360 -day year of twelve 30 -day months. This Note is issued pursuant to the provisions of Sections 384.24, 384.24A, 384.25, 384.26, and 384.28 of the City Code of Iowa, for the purpose of paying costs of the construction, reconstruction, and repair of improvements to public ways, sidewalks, -17- "COUNTY OF JOHNSON" "CITY OF IOWA CITY" "GENERAL OBLIGATION CAPITAL LOAN NOTE" "SERIES 2011A" "CORPORATE PURPOSE" Item 2, figure 1= Rate: Item 3, figure 1= Maturity: Item 4, figure 1= Note Date: June 8, 2011 Item 5, figure 1= CUSIP No.: Item 6, figure 1= "Registered" Item 7, figure 1= Certificate No. Item 8, figure 1= Principal Amount: $ Item 9, figure 1= The City of Iowa City, State of Iowa, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of Iowa (the "Issuer "), for value received, promises to pay from the source and as hereinafter provided, on the maturity date indicated above, to Item 9A, figure 1 = (Registration panel to be completed by Registrar or Printer with name of Registered Owner). Item 10, figure 1 = or registered assigns, the principal sum of (principal amount written out) THOUSAND DOLLARS in lawful money of the United States of America, on the maturity date shown above, only upon presentation and surrender hereof at the office of the City Controller, Paying Agent of this issue, or its successor, with interest on said sum from the date hereof until paid at the rate per annum specified above, payable on December 1, 2011, and semiannually thereafter on the 1st day of June and December in each year. Interest and principal shall be paid to the registered holder of the Note as shown on the records of ownership maintained by the Registrar as of the 15th day preceding such interest payment date. Interest shall be computed on the basis of a 360 -day year of twelve 30 -day months. This Note is issued pursuant to the provisions of Sections 384.24, 384.24A, 384.25, 384.26, and 384.28 of the City Code of Iowa, for the purpose of paying costs of the construction, reconstruction, and repair of improvements to public ways, sidewalks, -17- overpasses, pedestrian underpasses and overpasses, bridges and streets; the opening, widening, extending, grading and draining of the right -of -way of streets, highways, avenues and public grounds and the removal and replacement of dead or diseased trees thereon; the reconstruction, extension and improvement of the existing Municipal Airport; the acquisition, installation and repair of traffic control devices; the rehabilitation, improvement and equipping of existing city parks, including facilities, equipment and improvements commonly found in city parks; the equipping of the fire department; the construction, reconstruction, improvement and equipping of recreation grounds and recreation buildings, including the construction of a marina and shelter area; elevator and entrance improvements to a recreation center; and the construction, reconstruction, improvement and equipping of City Hall, including miscellaneous improvements to City Hall and other departments, and in order to evidence the obligations of the Issuer under a certain Loan Agreement dated June 8, 2011, in conformity to a Resolution of the Council of the Issuer duly passed and approved. For a complete statement of the revenues and funds from which and the conditions under which this Note is payable, a statement of the conditions under which additional Notes of equal standing may be issued, and the general covenants and provisions pursuant to which this Note is issued, reference is made to the above described Loan Agreement and Resolution. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a limited purpose trust company ( "DTC "), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other Issuer as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Notes maturing after June 1, 2017, may be called for redemption by the Issuer and paid before maturity on said date or any date thereafter, from any funds regardless of source, in whole or from time to time in part, in any order of maturity and within an annual maturity by lot. The terms of redemption shall be par, plus accrued interest to date of call. Thirty days' notice of redemption shall be given by ordinary mail to the registered owner of the Note. Failure to give such notice by mail to any registered owner of the Notes or any defect therein shall not affect the validity of any proceedings for the redemption of the Notes. All notes or portions thereof called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment. -18- If selection by lot within a maturity is required, the Registrar shall designate the notes to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of notes to be called has been reached. Ownership of this Note may be transferred only by transfer upon the books kept for such purpose by City Controller, the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Note at the office of the Registrar as designated below, together with an assignment duly executed by the owner hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however, promptly give notice to registered noteholders of such change. All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial Code and subject to the provisions for registration and transfer contained in the Note 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 Note, have been existent, had, done and performed as required by law; that provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the territory of the Issuer for the payment of the principal and interest of this Note 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 Note, does not exceed the constitutional or statutory limitations. IN TESTIMONY WHEREOF, the Issuer by its Council, has caused this Note 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 authorized representative of the Registrar, City Controller, Iowa City, Iowa. Item 11, figure 1 = Date of authentication: Item 12, figure 1 = This is one of the Notes described in the within mentioned Resolution, as registered by the City Controller. CITY CONTROLLER, Registrar LI-A Authorized Signature Item 13, figure 1 = Registrar and Transfer Agent: City Controller -19- Paying Agent: City Controller SEE REVERSE FOR CERTAIN DEFINITIONS Item 14, figure 1 = (Seal) Item 15, figure 1 = (Signature Block) CITY OF IOWA CITY, STATE OF IOWA By: (facsimile signature) Mayor ATTEST: By: (facsimile signature) City Clerk Item 16, figure 1 = (Assignment Block) (Information Required for Registration) ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. this Note and does hereby irrevocably constitute and appoint attorney in fact to transfer this Note on the books kept for registration of the within Note, with full power of substitution in the premises. Dated this day of , 2011. SIGNATURE ) GUARANTEED ) (Person(s) executing this Assignment sign(s) here) -20- 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 Note(s) in every particular without alteration or enlargement or any change whatever. Signature guarantee must be provided in accordance with the prevailing standards and procedures of the Registrar and Transfer Agent. Such standards and procedures may require signature to be guaranteed by certain eligible guarantor institutions that participate in a recognized signature guarantee program. INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER Name of Transferee(s) Address of Transferee(s) Social Security or Tax Identification Number of Transferee(s) Transferee is a(n): Individual* Partnership Corporation Trust *If the Note 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 Note, shall be construed as though written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common IA UNIF TRANS MIN ACT - .......... Custodian .......... (Cust) (Minor) Under Iowa Uniform Transfers to Minors Act ................... (State) ADDITIONAL ABBREVIATIONS MAY BE ALSO USED THOUGH NOT IN THE ABOVE LIST Section 15. Contract Between Issuer and Purchaser. This Resolution shall constitute a contract between said City and the purchaser of the Notes. Section 16. 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 -21- Notes issued hereunder which will cause any of the Notes to be classified as arbitrage notes within the meaning of Sections 148(a) and (b) of the Internal Revenue Code of the United States, as amended, and that throughout the term of the Notes it will comply with the requirements of statutes and regulations issued thereunder. To the best knowledge and belief of the Issuer, there are no facts or circumstances that would materially change the foregoing statements or the conclusion that it is not expected that the proceeds of the Notes will be used in a manner that would cause the Notes to be arbitrage notes. 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 Notes to certify as to the reasonable expectations and covenants of the Issuer at that date. Section 17. 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 18. Continuing Disclosure. The Issuer hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate, and the provisions of the Continuing Disclosure Certificate are hereby incorporated by reference as part of this Resolution and made a part hereof. Notwithstanding any other provision of this Resolution, failure of the Issuer to comply with the Continuing Disclosure Certificate shall not be considered an event of default under this Resolution; however, any holder of the Notes or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Issuer to comply with its obligations under the Continuing Disclosure Certificate. For purposes of this Section, 'Beneficial Owner" means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Notes (including persons holding Notes through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Notes for federal income tax purposes. Section 19. Additional Covenants Representations and Warranties of the Issuer. The Issuer certifies and covenants with the purchasers and holders of the Notes 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 -22- between the Issuer and the owners of the Notes; (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 Notes; (e) file such forms, statements and supporting documents as may be required and in a timely manner; and (f) if deemed necessary or advisable by its officers, to employ and pay fiscal agents, financial advisors, attorneys and other persons to assist the Issuer in such compliance. Section 20. Amendment of Resolution to Maintain Tax Exemption. This Resolution may be amended without the consent of any owner of the Notes if, in the opinion of bond counsel, such amendment is necessary to maintain tax exemption with respect to the Notes under applicable Federal law or regulations. Section 21. Repeal of Conflicting Resolutions or Ordinances. All ordinances and resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed. PASSED AND APPROVED this 3rd day of May, 2011. ATTEST: City C er ^-Jels� �'Sl Mayor -23- CERTIFICATE STATE OF IOWA ) ) SS COUNTY OF JOHNSON ) I, the undersigned City Clerk of the City of Iowa City, State of Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of the City showing proceedings of the City Council, and the same is a true and complete copy of the action taken by the Council with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of the agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty -four hours prior to the commencement of the meeting as required by law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective City offices as indicated therein, that no Council vacancy existed except as may be stated in the proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of the City hereto affixed this 5th day of May , 2011. (SEAL) /c."L' Cit Jerk, City of Iowa City, State of Iowa 688989.1/10714.104 ,e6 ell LOAN AGREEMENT This Loan Agreement is entered into as of the 8th day of June, 2011, by and between the City of Iowa City, State of Iowa (the "City ") acting through its City Council (the "Council ") and Stifel Nicolaus & Company, Inc. of Denver, Colorado (the "Lender "). The parties agree as follows: 1. The Lender shall loan to the City the sum of $8,075,057.15, and the City's obligation to repay hereunder shall be evidenced by the issuance of General Obligation Capital Loan Notes, Series 2011A, in the aggregate principal amount of $7,925,000 (the "Notes "). 2. The loan proceeds shall be used to pay costs of the construction, reconstruction, and repair of improvements to public ways, sidewalks, overpasses, pedestrian underpasses and overpasses, bridges and streets; the opening, widening, extending, grading and draining of the right -of -way of streets, highways, avenues and public grounds and the removal and replacement of dead or diseased trees thereon; the reconstruction, extension and improvement of the existing Municipal Airport; the acquisition, installation and repair of traffic control devices; the rehabilitation, improvement and equipping of existing city parks, including facilities, equipment and improvements commonly found in city parks; the equipping of the fire department; the construction, reconstruction, improvement and equipping of recreation grounds and recreation buildings, including the construction of a marina and shelter area; elevator and entrance improvements to a recreation center; and the construction, reconstruction, improvement and equipping of City Hall, including miscellaneous improvements to City Hall and other departments (the "Project "). Any remaining loan proceeds, including accrued interest, if any, shall be deposited in the Note Fund (defined in the Resolution hereinafter referred to) and shall be held therein and used, along with other amounts therein, to pay interest on the Notes. 3. The City agrees to repay the loan and interest thereon as hereinafter provided. The Notes, in substantially the form set forth in the Resolution hereinafter referred to, shall be executed and delivered to the Lender to evidence the City's obligation to repay the amounts payable hereunder. The Notes shall be dated June 8, 2011, shall bear interest payable December 1, 2011, and semiannually thereafter on the first day of June and December in each year at the respective rates and shall mature in principal amounts in each of the respective years, as follows: -1- Principal Amount Interest Rate Maturity June 1 $745,000 2.000% 2012 $755,000 2.000% 2013 $815,000 2.000% 2014 $825,000 2.000% 2015 $845,000 2.250% 2016 $860,000 2.500% 2017 $885,000 3.000% 2018 $910,000 3.250% 2019 $940,000 3.500% 2020 $345,000 3.625% 2021 4. The Council has adopted a Resolution (the "Resolution ") authorizing and approving the form of this Loan Agreement and providing for the issuance and securing the payment of the Notes and establishing the terms thereof, and the Resolution is incorporated herein by reference, and the parties agree to abide by the terms and provisions of the Resolution. The Notes and the interest thereon shall be payable from the levy of a sufficient continuing annual tax on all the taxable property within the territory of the City and provision has been made in the Resolution for the levy and collection of such tax. 5. The City may borrow additional money, issue general obligation bonds or enter into other loan agreements and issue additional Notes which are at the time of their issuance on a parity and equality of rank with the Notes with respect to the lien and claim of such collection of taxes thereof provided that the total indebtedness of the City including this Loan Agreement and Notes issued hereunder does not exceed the Constitutional or statutory limitations. 6. The Lender is acquiring the Notes with the intent of making offers and sales of the Notes to the public. The Lender agrees to comply with all federal and state securities laws and the rules and regulations of the Securities and Exchange Commission and the Municipal Securities Rulemaking Board, including but not limited to Rules 15c2- 12 and l Ob -5, in making offers and sales of the Notes to the public. The Lender agrees to prepare an official statement to be used by the Lender in making offers and sales of the Notes in compliance with Rule 15c2 -12, and the City agrees to timely provide all information reasonably requested by the Lender for that purpose. All such information provided by the City will be true and correct in all material respects. -2- 7. The Lender and the City represent and agree that no financial advisory relationship as defined by Rule G -23 of the Municipal Securities Rulemaking Board has existed between them with respect to this Loan Agreement or presently exists between them with respect to other similar matters and that no employee of the Lender is an employee or official of the City. .8. This Loan Agreement is executed pursuant to the provisions of Sections 384.24, 384.24A, 384.25, 384.26, and 384.28 of the City Code of Iowa, as amended, and shall be read and construed as conforming to all provisions and requirements thereof. IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first above written. ATTEST: 1 By: Cit Clerk CITY OF IOWA CITY, STATE OF IOWA (City) B y: Mayor -3- TAX EXEMPTION CERTIFICATE of CITY OF IOWA CITY, COUNTY OF JOHNSON, STATE OF IOWA, ISSUER $10,930,000 General Obligation Refunding Capital Loan Notes, Series 2011 C This instrument was prepared by: Ahlers & Cooney, P.C. 100 Court Avenue, Suite 600 Des Moines, Iowa 50309 (515) 243 -7611 TABLE OF CONTENTS This Table of Contents is not a part of this Tax Exemption Certificate and is provided only for convenience of reference. INTRODUCTION ............................... ARTICLEI DEFINITIONS ........................................... ............................... ARTICLE II SPECIFIC CERTIFICATIONS, REPRESENTATIONS AND i AGREEMENTS........................................................ ..............................5 Section 2.1 Authority to Certify and Expectations .................... ............................... 5 Section 2.2 Receipts and Expenditures of Sale Proceeds .......... ............................... 7 Section 2.3 Purpose of Bonds .................................................... ............................... 8 Section 2.4 Facts Supporting Tax - Exemption Classification .... ............................... 8 Section 2.5 Facts Supporting Temporary Periods for Proceeds . ............................... 9 Section 2.6 Resolution Funds at Restricted or Unrestricted Yield ........................... 9 Section 2.7 Pertaining to Yields ............................................... ............................... 10 ARTICLEIII REBATE .................................................................. .............................11 Section3.1 Records .................................................................. ............................... 11 Section3.2 Rebate Fund ........................................................... ............................... 1 1 Section 3.3 Exceptions to Rebate ............................................. ............................... 12 Section 3.4 Calculation of Rebate Amount .............................. ............................... 12 Section 3.5 Rebate Requirements and the Bond Fund ............. ............................... 12 Section 3.6 Investment of the Rebate Fund ............................. ............................... 12 Section 3.7 Payment to the United States ................................ ............................... 13 Section3.8 Records .................................................................. ............................... 13 Section 3.9 Additional Payments ............................................. ............................... 14 ARTICLE IV INVESTMENT RESTRICTIONS ........................... .............................14 Section 4.1 Avoidance of Prohibited Payments ....................... ............................... 14 Section 4.2 Market Price Requirement .................................... ............................... 14 Section 4.3 Investment in Certificates of Deposit .................... ............................... 15 Section 4.4 Investment Pursuant to Investment Contracts and Agreements........... 15 Section4.5 Records .................................................................. ............................... 17 Section 4.6 Investments to be Legal ......................................... ............................... 18 ARTICLE V GENERAL COVENANTS ...................................... .............................18 ARTICLE VI AMENDMENTS AND ADDITIONAL AGREEMENTS ...................18 Section 6.1 Opinion of Bond Counsel; Amendments .............. ............................... 18 Section 6.2 Additional Covenants, Agreements ...................... ............................... 18 Section 6.3 Internal Revenue Service Audits ........................... ............................... 19 Section6.4 Amendments .......................................................... ............................... 19 ARTICLE VII FURTHER CERTIFICATIONS WITH RESPECT TO REFUNDINGBONDS ............................................ .............................19 EXHIBIT "A" VERIFICATION CERTIFICATE OF THE PURCHASER ....................22 i TAX EXEMPTION CERTIFICATE CITY OF IOWA CITY, STATE OF IOWA THIS TAX EXEMPTION CERTIFICATE made and entered into on June 8, 2011, by the City of Iowa City, County of Johnson, State of Iowa (the "Issuer "). INTRODUCTION This Certificate is executed and delivered in connection with the issuance by the Issuer of its $10,930,000 General Obligation Refunding Capital Loan Notes, Series 2011 C (the "Bonds "). The Bonds are issued pursuant to the provisions of the Resolution of the Issuer authorizing the issuance of the Bonds. Such Resolution provides that the covenants contained in this Certificate constitute a part of the Issuer's contract with the owners of the Bonds. The Issuer recognizes that under the Code (as defined below) the tax - exempt status of the interest received by the owners of the Bonds is dependent upon, among other things, the facts, circumstances, and reasonable expectations of the Issuer as to future facts not in existence at this time, as well as the observance of certain covenants in the future. The Issuer covenants that it will take such action with respect to the Bonds as may be required by the Code, and pertinent legal regulations issued thereunder in order to establish and maintain the tax - exempt status of the Bonds, including the observance of all specific covenants contained in the Resolution and this Certificate. ARTICLE I DEFINITIONS The following terms as used in this Certificate shall have the meanings set forth below. The terms defined in the Resolution shall retain the meanings set forth therein when used in this Certificate. Other terms used in this Certificate shall have the meanings set forth in the Code or in the Regulations. "Annual Debt Service" means the principal of and interest on the Bonds scheduled to be paid during a given Bond Year. "Bonds" means the $10,930,000 aggregate principal amount of General Obligation Refunding Capital Loan Notes, Series 2011 C, of the Issuer issued in registered form pursuant to the Resolution. "Bond Counsel" means Ahlers & Cooney, P.C., Des Moines, Iowa, or an attorney at law or a firm of attorneys of nationally recognized standing in matters pertaining to the tax - exempt status of interest on obligations issued by states and their political subdivisions, duly admitted to the practice of law before the highest court of any State of the United States of America. "Bond Fund" means the Sinking Fund described in the Resolution. "Bond Purchase Agreement" means the binding contract in writing for the sale of the Bonds. "Bond Year" as defined in Regulation 1.148 -1(b), means a one -year period beginning on the day after expiration of the preceding Bond Year. The first Bond Year shall be the one -year or shorter period beginning on the Closing Date and ending on a principal or interest payment date, unless Issuer selects another date. "Bond Yield" means that discount rate which produces an amount equal to the Issue Price of the Bonds and bonds described in Section 2.1(1) when used in computing the present value of all payments of principal and interest to be paid on the Bonds and bonds described in Section 2.1(1), using semiannual compounding on a 360 -day year as computed under Regulation 1.148 -4. "Certificate" means this Tax Exemption Certificate. "Closing" means the delivery of the Bonds in exchange for the agreed upon purchase price. "Closing Date" means the date of Closing. "Code" means the Internal Revenue Code of 1986, as amended, and any statutes which replace or supplement the Internal Revenue Code of 1986. "Computation Date" means each five -year period from the Closing Date through the last day of the fifth and each succeeding fifth Bond Year. "Escrow Fund" means the Refunded Bond Trust Fund created by the Issuer under the terms of a Refunding Trust Agreement dated as of June 8, 2011, for the deposit of the Sale Proceeds. "Excess Earnings" means the amount earned on all Nonpurpose Investments minus the amount which would have been earned if such Nonpurpose Investments were invested at a rate equal to the Bond Yield, plus any income attributable to such excess. 2 "Final Bond Retirement Date" means the date on which the Bonds are actually paid in full. "Governmental Obligations means direct general obligations of, or obligations the timely payment of the principal of and interest on which is unconditionally guaranteed by the United States. "Gross Proceeds" as defined in Regulation 1.148 -1(b), means any Proceeds of the Bonds and any replacement proceeds (as defined in Regulation 1.148 -1(c)) of the Bonds. "Gross Proceeds Funds" means the Escrow Fund, Proceeds held to pay cost of issuance, and any other fund or account held for the benefit of the owners of the Bonds or containing Gross Proceeds of the Bonds except the Bond Fund and the Rebate Fund. "Issue Price" as defined in Regulation 1.148 -1(b), means the initial offering price of the Bonds to the public (not including bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which price a substantial amount of the Bonds (not less than 10% of each maturity) were sold to the public. For those maturities where less than 10% of such maturity has been sold at the initial offering price, the price for that maturity is determined as of the date of the Bond Purchase Agreement based upon the reasonably expected initial offering price to the public. The Purchasers have certified the Issue Price to be not more than $11,197,912.45. "Issuer" means the City of Iowa City, a municipal corporation in the County of Johnson, State of Iowa. "Minor Portion of the Bonds ", as defined in Regulation 1.148 -2(g), means the lesser of five (5) percent of Proceeds or $100,000. The Minor Portion of the Bonds is computed to be $100,000. "Nonpurpose Investments" means any investment property which is acquired with Gross Proceeds and is not acquired to carry out the governmental purpose of the Bonds, and may include but is not limited to U.S. Treasury bonds, corporate bonds, or certificates of deposit. "Proceeds" as defined in Regulation 1.148 -1(b), means Sale Proceeds, investment proceeds and transferred proceeds of the Bonds. "Project" means the the refunding of outstanding general obligation indebtedness, including General Obligation Bonds, Series 2002, dated May 1, 2002 as more fully described in the Resolution. "Purchasers" means Stifel Nicolaus & Company, Inc. of Denver, Colorado, constituting the initial purchasers of the Bonds from the Issuer. "Rebate Amount" means the amount computed as described in this Certificate. "Rebate Fund" means the fund to be created, if necessary, pursuant to this Certificate. "Rebate Payment Date" means a date chosen by the Issuer which is not more than 60 days following each Computation Date or the Final Bond Retirement Date. "Refunded Bonds" means $10,580,000 of the $29,100,000 General Obligation Bonds, Series 2002, dated May 1, 2002. "Refunding Bonds" means the Bonds. "Regulations" means the Income Tax Regulations, amendments and successor provisions promulgated by the Department of the Treasury under Sections 103, 148 and 149 of the Code, or other Sections of the Code relating to "arbitrage bonds ", including without limitation Regulations 1.148 -1 through 1.148 -11, 1.149(b) -1, 1.149 -d(1), 1.150 -1 and 1.150 -2. "Replacement Proceeds" include, but are not limited to, sinking funds, amounts that are pledged as security for an issue, and amounts that are replaced because of a sufficiently direct nexus to a governmental purpose of an issue. "Resolution" means the resolution of the Issuer adopted on May 3, 2011, authorizing the issuance of the Bonds. "Sale Proceeds" as defined in Regulation 1.148 -1(b), means any amounts actually or constructively received from the sale of the Bonds, including amounts used to pay underwriter's discount or compensation and accrued interest other than pre- issuance accrued interest. "Sinking Fund" means the Bond Fund. "SLGS" means demand deposit Treasury securities of the State and Local Government Series. "Tax Exempt Obligations" means bonds or other obligations the interest on which is excludable from the gross income of the owners thereof under Section 103 of the Code and include certain regulated investment companies, stock in tax - exempt mutual funds and demand deposit SLGS. 4 "Taxable Obligations" means all investment property, obligations or securities other than Tax Exempt Obligations. "Verification Certificate" means the certificate attached to this Certificate as Exhibit A, setting forth the offering prices at which the Purchaser will reoffer and sell the Bonds to the public and the Independent Accountant's Verification Report dated ARTICLE II SPECIFIC CERTIFICATIONS, REPRESENTATIONS AND AGREEMENTS The Issuer hereby certifies, represents and agrees as follows: Section 2.1 Authority to Certify and Expectations (a) The undersigned officer of the Issuer along with other officers of the Issuer, are charged with the responsibility of issuing the Bonds. (b) This Certificate is being executed and delivered in part for the purposes specified in Section 1.148- 2(b)(2) of the Regulations and is intended (among other purposes) to establish reasonable expectations of the Issuer at this time. (c) The Issuer has not been notified of any disqualification or proposed disqualification of it by the Commissioner of the Internal Revenue Service as a bond issuer which may certify bond issues under Section 1.148- 2(b)(2) of the Regulations. (d) The certifications, representations and agreements set forth in this Article II are made on the basis of the facts, estimates and circumstances in existence on the date hereof, including the following: (1) with respect to amounts expected to be received from delivery of the Bonds, amounts actually received, (2) with respect to payments of amounts into various funds or accounts, review of the authorizations or directions for such payments made by the Issuer pursuant to the Resolution and this Certificate, (3) with respect to the Issue Price, the certifications of the Purchasers as set forth in the Verification Certificate, (4) with respect to expenditure of the Proceeds of the Bonds, actual expenditures and reasonable expectations of the Issuer as to when the Proceeds will be spent for purposes of the Project, (5) with respect to Bond Yield, review of the Verification Certificate, and (6) with respect to the amount of governmental bonds to be issued during the calendar year, the budgeting and present planning of Issuer. The Issuer has no reason to believe such facts, estimates or circumstances are untrue or incomplete in any material way. (e) To the best of the knowledge and belief of the undersigned officer of the Issuer, there are no facts, estimates or circumstances that would materially change the representations, certifications or agreements set forth in this Certificate, and the expectations herein set out are reasonable. (f) No arrangement exists under which the payment of principal or interest on the Bonds would be directly or indirectly guaranteed by the United States or any agency or instrumentality thereof. (g) After the expiration of any applicable temporary periods, and excluding investments in a bona fide debt service fund or reserve fund, not more than five percent (5 %) of the Proceeds of the Bonds will be (a) used to make loans which are guaranteed by the United States or any agency or instrumentality thereof, or (b) invested in federally insured deposits or accounts. (h) The Issuer will file with the Internal Revenue Service in a timely fashion Form 8038 -G, Information Return for Tax - Exempt Governmental Obligations with respect to the Bonds and such other reports required to comply with the Code and applicable Regulations. (i) The Issuer will take no action which would cause the Bonds to become "private activity bonds" as defined in Section 141 (a) of the Code, including any use of the Project by any person other than a governmental unit if such use will be by other than a member of the general public. None of the Proceeds of the Bonds will be used directly or indirectly to make or finance loans to any person other than a governmental unit. 0) The Issuer will make no change in the nature or purpose of the Project except as provided in Section 6.1 hereof. (k) Except as provided in the Resolution, the Issuer will not establish any sinking fund, bond fund, reserve fund, debt service fund or other fund reasonably expected to be used to pay debt service on the Bonds (other than the Bond Fund and any Reserve Fund), exercise its option to redeem Bonds prior to maturity or effect a refunding of the Bonds. (1) Except for the Bonds described as $7,925,000 General Obligation Capital Loan Notes, Series 2011A and $820,000 Taxable General Obligation Capital Loan Notes, Series 201013, no bonds or other obligations of the Issuer (1) were sold in the 15 days preceding the date of sale of the Bonds, (2) were sold or will be sold within the 15 days after the date of sale of the Bonds, (3) have been delivered in the past 15 days or (4) will be delivered in the next 15 days pursuant to a common plan of financing for the issuance of the Bonds and payable out of substantially the same source of revenues. Cil (m) None of the Proceeds of the Bonds will be used directly or indirectly to replace funds of the Issuer used directly or indirectly to acquire obligations having a yield higher than the Bond Yield. (n) No portion of the Bonds is issued for the purpose of investing such portion at a higher yield than the Bond Yield. (o) The Issuer does not expect that the Proceeds of the Bonds will be used in a manner that would cause them to be "arbitrage bonds" as defined in Section 148(a) of the Code. The Issuer does not expect that the Proceeds of the Bonds will be used in a manner that would cause the interest on the Bonds to be includible in the gross income of the owners of the Bonds under the Code. The Issuer will not intentionally use any portion of the Proceeds to acquire higher yielding investments. (p) The Issuer will not use the Proceeds of the Bonds to exploit the difference between tax - exempt and taxable interest rates to obtain a material financial advantage. (q) The Issuer has not issued more Bonds, issued the Bonds earlier, or allowed the Bonds to remain outstanding longer than is reasonably necessary to accomplish the governmental purposes of the Bonds. (r) The Bonds will not be Hedge Bonds as described in Section 149(g)(3) of the Code because the Issuer reasonably expects that it will meet the Expenditure test set forth in Section 2.5(b) hereof and that 50% or more of the Proceeds will not be invested in Nonpurpose Investments having a substantially guaranteed yield for four or more years. (s) The Issuer has not employed a device in connection with the issuance of the Bonds to obtain a material financial advantage (based on arbitrage) apart from savings attributable to lower interest rates. The Issuer will not realize any material financial advantage (based on arbitrage or otherwise) in connection with the issuance of the Bonds, or in connection with any transaction or series of transactions connected with the issuance of the Bonds, apart from savings attributable to lower interest rates. Except for costs of issuance, all Sale Proceeds and investment earnings thereon will be expended for costs of the type that would be chargeable to capital accounts under the Code pursuant to federal income tax principles if the Issuer were treated as a corporation subject to federal income taxation. Section 2.2 Receipts and Expenditures of Sale Proceeds Sale Proceeds and pre- issuance accrued interest received at Closing are expected to be deposited and expended as follows: 7 (a) $ - 0 - representing pre- issuance accrued interest will be deposited into the Bond Fund and will be used to pay a portion of the interest accruing on the Bonds on the first interest payment date; and (b) $56,850 representing costs of issuing the Bonds will be used within six months of the Closing Date to pay the costs of issuance of the Bonds (with any excess remaining on deposit in the Escrow Fund); and (c) $11,085,230.94 will be deposited into the Escrow Fund and will be used together with earnings thereon to pay the principal, interest and redemption premium, if any, on the Refunded Bonds; and Section 2.3 Purpose of Bonds The Issuer is issuing the Bonds to refund the Refunded Bonds prior to maturity in order to realize debt service savings due to lower interest rates payable on the Refunding Bonds. Section 2.4 Facts Supporting Tax - Exemption Classification Governmental Bonds Private Business Use/Private Security or Payment Tests The Bonds are considered to be governmental bonds, not subject to the provisions of the alternate minimum tax. The Proceeds will be used for the purposes described in Section 2.3 hereof. These bonds are not private activity bonds because no amount of Proceeds of the Refunded Bonds or the Bonds were used or is to be used in a trade or business carried on by a non - governmental unit. Rather, the Proceeds will be used to finance the general government operations and facilities of the Issuer described in Section 2.3 hereof. None of the payment of principal or interest on the Bonds will be derived from, or secured by, money or property used in a trade or business of a non - governmental unit. In addition, none of the governmental operations or facilities of the Issuer being financed with the Proceeds of the Bonds are subject to any lease, management contract or other similar arrangement or to any arrangement for use other than as by the general public. Private Loan Financing Test No amount of Proceeds of the Refunded Bonds or the Bonds were used or is to be used directly or indirectly to make or finance loans to persons other than governmental units. 8 Refunding of Governmental or Private Activity Exempt Facility Bonds (where Refunded Bonds must meet requirements) The Issuer will use the Proceeds of the Bonds to refund the Refunded Bonds. The Issuer has complied with the covenants and restrictions with respect to arbitrage and investment requirements, yield restrictions, and post- closing restrictions on reissuance, reimbursement and change in use imposed by the Code and Regulations on the Refunded Bonds since the issue date of the Refunded Bonds so as to maintain the tax - exempt status of the interest on the Refunded Bonds. The Issuer will comply with all certifications set forth in Article VIII herein. The Refunded Bonds were exempt from rebate requirements because they met the following exceptions: • 24 -month spending exception • 18 -month spending exception Section 2.5 Facts Supporting Temporary Periods for Proceeds (a) Time Test. Not later than six months after the Closing Date, the Issuer will incur a substantial binding obligation to a third party to expend at least 5% of the net Sale Proceeds of the Bonds. (b) Expenditure Test. Not less than 85% of the net Sale Proceeds will be expended for Project costs, including the reimbursement of other funds expended to date, within a three -year temporary period from the Closing Date. (c) Due Diligence Test. The Issuer has incurred a substantial binding obligation to accomplish the refunding. The refunding will proceed with due diligence to completion. (d) Proceeds of the Bonds representing less than six months accrued interest on the Bonds will be spent within six months of this date to pay interest on the Bonds, and will be invested without restriction as to yield for a temporary period not in excess of six months. Section 2.6 Resolution Funds at Restricted or Unrestricted Yield (a) Proceeds of the Bonds will be held and accounted for in the manner provided in the Resolution. The Issuer has not and does not expect to create or establish any other bond fund, reserve fund, or similar fund or account for the Bonds. The Issuer has not and will not pledge any moneys or Taxable Obligations in order to pay debt service on the 9 Bonds or restrict the use of such moneys or Taxable Obligations so as to give reasonable assurances of their availability for such purposes. (b) Any monies which are invested beyond a temporary period are expected to constitute less than a major portion of the Bonds or to be restricted for investment at a yield not greater than .001% above the Bond Yield. (c) The Issuer has established and will use the Bond Fund primarily to achieve a proper matching of revenues and debt service within each Bond Year and the Issuer will apply moneys deposited into the Bond Fund to pay the principal of and interest on the Bonds. Such Fund will be depleted at least once each Bond Year except for a reasonable carryover amount. The carryover amount will not exceed the greater of (1) one year's earnings on the Bond Fund or (2) one - twelfth of Annual Debt Service. The Issuer will spend moneys deposited from time to time into such fund within 13 months after the date of deposit. Revenues, intended to be used to pay debt service on the Bonds, will be deposited into the Bond Fund as set forth in the Resolution. The Issuer will spend interest earned on moneys in such fund not more than 12 months after receipt. Accordingly, the Issuer will treat the Bond Fund as a bona fide debt service fund as defined in Regulation 1.148 -1(b). Investment of amounts on deposit in the Bond Fund will not be subject to arbitrage rebate requirements as the Bonds meet the safe harbor set forth in Regulation 1.148 -3(k), because the average annual debt service on the Bonds will not exceed $2,500,000. (d) The Minor Portion of the Bonds will be invested without regard to yield. Section 2.7 Pertaining to Yields (a) The purchase price of all Taxable Obligations to which restrictions apply under this Certificate as to investment yield or rebate of Excess Earnings, if any, has been and shall be calculated using (i) the price taking into account discount, premium and accrued interest, as applicable, actually paid or (ii) the fair market value if less than the price actually paid and if such Taxable Obligations were not purchased directly from the United States Treasury. The Issuer will acquire all such Taxable Obligations directly from the United States Treasury or in an arm's length transaction without regard to any amounts paid to reduce the yield on such Taxable Obligations. The Issuer will not pay or permit the payment of any amounts (other than to the United States) to reduce the yield on any Taxable Obligations. Obligations pledged to the payment of debt service on the Bonds, or deposited into any reserve fund after they have been acquired by the Issuer will be treated as though they were acquired for their fair market value on the date of such pledge or deposit. Obligations on deposit in any reserve fund on the Closing Date shall be treated as if acquired for their fair market value on the Closing Date. 10 (b) Qualified guarantees have not been used in computing yield. (c) The Bond Yield has been computed on a combined basis with the Series 2011A General Obligation Capital Loan Notes as not less than 2.2696138 percent. This Bond Yield has been computed on the basis of a purchase price for the Bonds equal to the Issue Price. (d) The yield of the Escrow Fund has been computed as not more than 0.198675 percent. Such yield has been computed using the Government Obligations deposited into the Escrow Fund at Closing and does not take into account any reinvestments which may be made. No such reinvestments are expected. The purchase price of the Government Obligations is the price actually paid. ARTICLE III Section 3.1 Records Sale Proceeds of the Bonds will be held and accounted for in the manner provided in the Resolution. The Issuer will maintain adequate records for funds created by the Resolution and this Certificate including all deposits, withdrawals, transfers from, transfers to, investments, reinvestments, sales, purchases, redemptions, liquidations and use of money or obligations until six years after the Final Bond Retirement Date. Section 3.2 Rebate Fund (a) In the Resolution, the Issuer has covenanted to pay to the United States the Rebate Amount, an amount equal to the Excess Earnings on the Gross Proceeds Funds, if any, at the times and in the manner required or permitted and subject to stated special rules and allowable exceptions. (b) The Issuer may establish a fund pursuant to the Resolution and this Certificate which is herein referred to as the Rebate Fund. The Issuer will invest and expend amounts on deposit in the Rebate Fund in accordance with this Certificate. (c) Moneys in the Rebate Fund shall be held by the Issuer or its designee and, subject to Sections 3.4, 3.5 and 6.1 hereof, shall be held for future payment to the United States as contemplated under the provisions of this Certificate and shall not constitute part of the trust estate held for the benefit of the owners of the Bonds or the Issuer. 11 (d) The Issuer will pay to the United States from legally available money of the Issuer (whether or not such available money is on deposit in any fund or account related to the Bonds) any amount which is required to be paid to the United States. Section 3.3 Exceptions to Rebate The Issuer reasonably expects that the Bonds are not eligible for one or more exceptions from the arbitrage rebate rules set forth in the Regulations. Section 3.4 Calculation of Rebate Amount (a) As soon after each Computation Date as practicable, the Issuer shall, if necessary, calculate and determine the Excess Earnings on the Gross Proceeds Funds (the "Rebate Amount "). All calculations and determinations with respect to the Rebate Amount will be made on the basis of actual facts as of the Computation Date and reasonable expectations as to future events. (b) If the Rebate Amount exceeds the amount currently on deposit in the Rebate Fund, the Issuer may deposit an amount in the Rebate Fund such that the balance in the Rebate Fund after such deposit equals the Rebate Amount. If the amount in the Rebate Fund exceeds the Rebate Amount, the Issuer may withdraw such excess amount provided that such withdrawal can be made from amounts originally transferred to the Rebate Fund and not from earnings thereon, which may not be transferred, and only if such withdrawal may be made without liquidating investments at a loss. Section 3.5 Rebate Requirements and the Bond Fund It is expected that the Bond Fund described in the Resolution and Section 2.6(c) of this Certificate will be treated as a bona fide debt service fund as defined in Regulation 1.148 -1(b). As such, any amount earned during a Bond Year on the Bond Fund and amounts earned on such amounts, if allocated to the Bond Fund, will not be taken into account in calculating the Rebate Amount if the annual gross earnings on the Bond Fund for such Bond Year are less than $100,000 or if average annual debt service will not exceed $2,500,000. However, should annual gross earnings exceed $100,000 or should the Bond Fund cease to be treated as a bona fide debt service fund, the Bond Fund will become subject to the rebate requirements set forth in Section 3.4 hereof. Section 3.6 Investment of the Rebate Fund (a) Immediately upon a transfer to the Rebate Fund, the Issuer may invest all amounts in the Rebate Fund not already invested and held in the Rebate Fund, to the extent possible, in (1) SLGS, such investments to be made at a yield of not more than one - eighth of one percent above the Bond Yield, (2) Tax Exempt Obligations, (3) direct 12 obligations of the United States or (4) certificates of deposit of any bank or savings and loan association. All investments in the Rebate Fund shall be made to mature not later than the next Rebate Payment Date. (b) If the Issuer invests in SLGS, the Issuer shall file timely subscription forms for such securities (if required). To the extent possible, amounts received from maturing SLGS shall be reinvested immediately in zero yield SLGS maturing on or before the next Rebate Payment Date. Section 3.7 Payment to the United States (a) On each Rebate Payment Date, the Issuer will pay to the United States at least ninety percent (90 %) of the Rebate Amount less a computation credit of $1,000 per Bond Year for which the payment is made. (b) The Issuer will pay to the United States not later than sixty (60) days after the Final Bond Retirement Date all the rebatable arbitrage as of such date and any income attributable to such rebatable arbitrage as described in Regulation 1.148- 3(t)(2). (c) If necessary, on each Rebate Payment Date, the Issuer will mail a check to the Internal Revenue Service Center, Ogden, UT 84201. Each payment shall be accompanied by a copy of Form 8038 -T, Arbitrage Rebate, filed with respect to the Bonds or other information reporting form as is required to comply with the Code and applicable Regulations. Section 3.8 Records (a) The Issuer will keep and retain adequate records with respect to the Bonds, the Gross Proceeds Funds, the Bond Fund, and the Rebate Fund until six years after the Final Bond Retirement Date. Such records shall include descriptions of all calculations of amounts transferred to the Rebate Fund, if any, and descriptions of all calculations of amounts paid to the United States as required by this Certificate. Such records will also show all amounts earned on moneys invested in such funds, and the actual dates and amounts of all principal, interest and redemption premiums (if any) paid on the Bonds. (b) Records relating to the investments in such Funds shall completely describe all transfers, deposits, disbursements and earnings including: (i) a complete list of all investments and reinvestments of amounts in each such Fund including, if applicable, purchase price, purchase date, type of security, accrued interest paid, interest rate, dated date, principal amount, date of maturity, interest payment dates, date of liquidation, receipt upon liquidation, market value of such investment on the Final Bond Retirement Date if held by the Issuer on the 13 Final Bond Retirement Date, and market value of the investment on the date pledged to the payment of the Bonds or the Closing Date if different from the purchase date. (ii) the amount and source of each payment to, and the amount, purpose and payee of each payment from, each such Fund. Section 3.9 Additional Payments The Issuer hereby agrees to pay to the United States from legally available money of the Issuer (whether or not such available money is on deposit in any fund or account related to the Bonds) any amount which is required to be paid to the United States, but which is not available in a fund related to the Bonds for transfer to the Rebate Fund or payment to the United States. ARTICLE IV INVESTMENT RESTRICTIONS Section 4.1 Avoidance of Prohibited Payments The Issuer will not enter into any transaction that reduces the amount required to be deposited into the Rebate Fund or paid to the United States because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Bond Yield not been relevant to either party. The Issuer will not invest or direct the investment of any funds in a manner which reduces an amount required to be paid to the United States because such transaction results in a small profit or larger loss than would have resulted if the transaction had been at arm's length and had the Bond Yield not been relevant to the Issuer. In particular, notwithstanding anything to the contrary contained herein or in the Resolution, the Issuer will not invest or direct the investment of any funds in a manner which would violate any provision of this Article IV. Section 4.2 Market Price Requirement (a) The Issuer will not purchase or direct the purchase of Taxable Obligations for more than the then available market price for such Taxable Obligations. The Issuer will not sell, liquidate or direct the sale or liquidation of Taxable Obligations for less than the then available market price. (b) For purposes of this Certificate, United States Treasury obligations purchased directly from the United States Treasury will be deemed to be purchased at the market price. 14 Section 4 3 Investment in Certificates of Deposit (a) Notwithstanding anything to the contrary contained herein or in the Resolution, the Issuer will invest or direct the investment of funds on deposit in the Reserve Fund, any other Gross Proceeds Fund, the Bond Fund, and the Rebate Fund, in a certificate of deposit of a bank or savings bank which is permitted by law and by the Resolution only if the purchase price of such a certificate of deposit is treated as its fair market value on the purchase date and if the yield on the certificate of deposit is not less than (1) the yield on reasonably comparable direct obligations of the United States; and (2) the highest yield that is published or posted by the provider to be currently available from the provider on reasonably comparable certificates of deposit offered to the public. (b) The certificate of deposit described in paragraph 4.3(a) above must be executed by a dealer who maintains an active secondary market in comparable certificates of deposit and must be based on actual trades adjusted to reflect the size and term of that certificate of deposit and the stability and reputation of the bank or savings bank issuing the certificate of deposit. Section 4.4 Investment Pursuant to Investment Contracts and Agreements The Issuer will invest or direct the investment of funds on deposit in the Gross Proceeds Funds, the Bond Fund, and the Rebate Fund pursuant to an investment contract (including a repurchase agreement) only if all of the following requirements are satisfied: (a) The Issuer makes a bona fide solicitation for the purchase of the investment. A bona fide solicitation is a solicitation that satisfies all of the following requirements: (1) The bid specifications are in writing and are timely forwarded to potential providers. (2) The bid specifications include all material terms of the bid. A term is material if it may directly or indirectly affect the yield or the cost of the investment. (3) The bid specifications include a statement notifying potential providers that submission of a bid is a representation that the potential provider did not consult with any other potential provider about its bid, that the bid was determined without regard to any other formal or informal agreement that the potential provider has with the issuer or any other person (whether or not in connection with the Bonds), and that the bid is not being submitted solely as a courtesy to the issuer or any other person for purposes of satisfying the 15 requirements of paragraph (d)(6)(iii)(B)(1) or (2) of section 1.148 -5 of the Regulations. (4) The terms of the bid specifications are commercially reasonable. A term is commercially reasonable if there is a legitimate business purpose for the term other than to increase the purchase price or reduce the yield of the investment. (5) For purchases of guaranteed investment contracts only, the terms of the solicitation take into account the Issuer's reasonably expected deposit and drawdown schedule for the amounts to be invested. (6) All potential providers have an equal opportunity to bid and no potential provider is given the opportunity to review other bids (i.e., a last look) before providing a bid. (7) At least three reasonably competitive providers are solicited for bids. A reasonably competitive provider is a provider that has an established industry reputation as a competitive provider of the type of investments being purchased. (b) The bids received by the Issuer meet all of the following requirements: (1) The Issuer receives at least three bids from providers that the Issuer solicited under a bona fide solicitation meeting the requirements of paragraph (d)(6)(iii)(A) of section 1.148 -5 of the Regulations and that do not have a material financial interest in the issue. A lead underwriter in a negotiated underwriting transaction is deemed to have a material financial interest in the issue until 15 days after the issue date of the issue. In addition, any entity acting as a financial advisor with respect to the purchase of the investment at the time the bid specifications are forwarded to potential providers has a material financial interest in the issue. A provider that is a related party to a provider that has a material financial interest in the issue is deemed to have a material financial interest in the issue. (2) At least one of the three bids described in paragraph (d)(6)(iii)(13)(1) of section 1.148 -5 of the Regulations is from a reasonably competitive provider, within the meaning of paragraph (d)(6)(iii)(A)(7) of section 1.148- 5 of the Regulations. (3) If the Issuer uses an agent to conduct the bidding process, the agent did not bid to provide the investment. 16 (c) The winning bid meets the following requirements: (1) Guaranteed investment contracts. If the investment is a guaranteed investment contract, the winning bid is the highest yielding bona fide bid (determined net of any broker's fees). (2) Other investments. If the investment is not a guaranteed investment contract, the winning bid is the lowest cost bona fide bid (including any broker's fees). (d) The provider of the investments or the obligor on the guaranteed investment contract certifies the administrative costs that it pays (or expects to pay, if any) to third parties in connection with supplying the investment. (e) The Issuer will retain the following records with the bond documents until three years after the last outstanding bond is redeemed: (1) For purchases of guaranteed investment contracts, a copy of the contract, and for purchases of investments other than guaranteed investment contracts, the purchase agreement or confirmation. (2) The receipt or other record of the amount actually paid by the Issuer for the investments, including a record of any administrative costs paid by the Issuer, and the certification under paragraph (d)(6)(iii)(D) of section 1.148 -5 of the Regulations. (3) For each bid that is submitted, the name of the person and entity submitting the bid, the time and date of the bid, and the bid results. (4) The bid solicitation form and, if the terms of the purchase agreement or the guaranteed investment contract deviated from the bid solicitation form or a submitted bid is modified, a brief statement explaining the deviation and stating the purpose for the deviation. (5) For purchases of investments other than guaranteed investment contracts, the cost of the most efficient portfolio of State and Local Government Series Securities, determined at the time that the bids were required to be submitted pursuant to the terms of the bid specifications. Section 4.5 Records The Issuer will maintain records of all purchases, sales, liquidations, investments, reinvestments, redemptions, disbursements, deposits, and transfers of amounts on deposit. 17 Section 4 6 Investments to be Legal All investments required to be made pursuant to this Certificate shall be made to the extent permitted by law. In the event that any such investment is determined to be ultra vires, it shall be liquidated and the proceeds thereof shall be invested in a legal investment, provided that prior to reinvesting such proceeds, the Issuer shall obtain an opinion of Bond Counsel to the effect that such reinvestment will not cause the Bonds to become arbitrage bonds under Sections 103, 148, 149, or any other applicable provision of the Code. ARTICLE V GENERAL COVENANTS The Issuer hereby covenants to perform all acts within its power necessary to ensure that the reasonable expectations set forth in Article II hereof will be realized. The Issuer reasonably expects to comply with all covenants contained in this Certificate. ARTICLE VI AMENDMENTS AND ADDITIONAL AGREEMENTS Section 6.1 Opinion of Bond Counsel; Amendments The various provisions of this Certificate need not be observed and this Certificate may be amended or supplemented at any time by the Issuer if the Issuer receives an opinion or opinions of Bond Counsel that the failure to comply with such provisions will not cause any of the Bonds to become "arbitrage bonds" under the Code and that the terms of such amendment or supplement will not cause any of the Bonds to become "arbitrage bonds" under the Code, or otherwise cause interest on any of the Bonds to become includable in gross income for federal income tax purposes. Section 6.2 Additional Covenants, Agreements The Issuer hereby covenants to make, execute and enter into (and to take such actions, if any, as may be necessary to enable it to do so) such agreements as may be necessary to comply with any changes in law or regulations in order to preserve the tax - exempt status of the Bonds to the extent that it may lawfully do so. The Issuer further covenants (1) to impose such limitations on the investment or use of moneys or investments related to the Bonds, (2) to make such payments to the United States Treasury, (3) to maintain such records, (4) to perform such calculations, and (5) to 18 perform such other lawful acts as may be necessary to preserve the tax - exempt status of the Bonds. Section 6.3 Internal Revenue Service Audits The Internal Revenue Service has not audited the Issuer regarding any obligations issued by or on behalf of the Issuer. To the best knowledge of the Issuer, no such obligations of the Issuer are currently under examination by the Internal Revenue Service. Section 6.4 Amendments Except as otherwise provided in Section 6.1 hereof, all the rights, powers, duties and obligations of the Issuer shall be irrevocable and binding upon the Issuer and shall not be subject to amendment or modification by the Issuer. ARTICLE VII FURTHER CERTIFICATIONS WITH RESPECT TO REFUNDING BONDS (a) Property financed with the Proceeds of the Refunded Bonds will not be sold or disposed of, in whole or in part, prior to the last maturity date of either the obligations or the last maturity of the Bonds. (b) All of the Proceeds of the Refunded Bonds were used to provide facilities used in the regular operations of the Issuer and neither the facilities nor the output thereof have been or are expected to be used in the trade or business of any person other than the Issuer. (c) Reimbursement Allocations and Original Expenditures, if any, reimbursed from proceeds of the Refunded Bonds complied with the Reimbursement Regulations in effect at the time of issuance of the Refunded Bonds. (d) The Refunded Bonds were originally issued after December 31, 1985 and the Refunding Bonds are the first advance refunding of the Refunded Bonds. (e) The Issuer will realize present value debt service savings determined without regard to administrative expenses in connection with the Refunding Bonds, the Refunded Bonds will be redeemed not later than the earliest date on which they may be redeemed.] (f) The Proceeds of the Refunding Bonds may be invested in materially higher yield acquired obligations for a temporary period of not to exceed 30 days. 19 (g) No Proceeds of the Refunded Bonds remain unspent. No sinking fund (other than the Escrow Fund) has been established for the Refunded Bonds. No amount of proceeds of the Refunded Bonds are invested for a temporary period or as part of a minor portion of the Refunded Bonds. E IN WITNESS WHEREOF, the Issuer has caused this Certificate to be executed by its duly authorized officer, all as of the day first above y ritten. A (SEAL) 04 Finance Director, City of Iowa City, Sta of Iowa 21 0ROM A CIG27.TXT CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate ") is executed and delivered by the City of Iowa City, State of Iowa (the "Issuer "), in connection with the issuance of $7,925,000 General Obligation Capital Loan Notes, Series 2011A; $820,000 Taxable General Obligation Capital Loan Notes, Series 2011B; and $10,930,000 General Obligation Refunding Capital Loan Notes, Series 2011C (the "Notes ") dated June 8, 2011. The Notes are being issued pursuant to a Resolution of the Issuer approved on May 3, 2011 (the "Resolution "). The Issuer covenants and agrees as follows: SECTION 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Holders and Beneficial Owners of the Notes and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2- 12(b)(5). SECTION 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Notes (including persons holding Notes through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Notes for federal income tax purposes. "Business Day" shall mean a day other than a Saturday or a Sunday or a day on which banks in Iowa are authorized or required by law to close. "Dissemination Agent" shall mean the Issuer or any Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. "Holders" shall mean the registered holders of the Notes, as recorded in the registration books of the Registrar. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. "Municipal Securities Rulemaking Board" or "MSRB" shall mean the Municipal Securities Rulemaking Board, 1900 Duke Street, Suite 600, Alexandria, VA 22314. "National Repository" shall mean the MSRB's Electronic Municipal Market Access website, a/k/a "EMMA" (emma.msrb.org). "Participating Underwriter" shall mean any of the original underwriters of the Notes required to comply with the Rule in connection with offering of the Notes. "Rule" shall mean Rule 15c2- 12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State" shall mean the State of Iowa. SECTION 3. Provision of Annual Reports. (a) The Issuer shall, or shall cause the Dissemination Agent to, not later than two hundred ten (210) days after the end of the Issuer's fiscal year (presently June 30th), commencing with the report for the 2010 /2011 fiscal year, provide to the National Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report must be submitted in such format as is required by the MSRB (currently in "searchable PDF" format). The Annual Report may be submitted as a single document or as separate documents comprising a package. The Annual Report may cross - reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). (b) If the Issuer is unable to provide to the National Repository an Annual Report by the date required in subsection (a), the Issuer shall send a notice to the Municipal Securities Rulemaking Board, if any, in substantially the form attached as Exhibits A, A -1 and A -2. 2 (c) The Dissemination Agent shall: (i) each year file the Annual Report with the National Repository; and (ii) (if the Dissemination Agent is other than the Issuer), file a report with the Issuer certifying that the Annual Report has been filed pursuant to this Disclosure Certificate, stating the date it was filed. SECTION 4. Content of Annual Reports. The Issuer's Annual Report shall contain or incorporate by reference the following: (a) The last available audited financial statements of the Issuer for the prior fiscal year, prepared in accordance with generally accepted accounting principles promulgated by the Financial Accounting Standards Board as modified in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under State law, as in effect from time to time, or, if and to the extent such financial statements have not been prepared in accordance with generally accepted accounting principles, noting the discrepancies therefrom and the effect thereof. If the Issuer's audited financial statements for the preceding years are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) Information of the type contained in the final Official Statement under the headings "City Property Values" and "City Indebtedness ". Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Issuer or related public entities, which have been filed with the National Repository. The Issuer shall clearly identify each such other document so included by reference. SECTION 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Notes in a timely manner not later than ten (10) Business Days after the day of the occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non - payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements relating to the Notes reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 -TEB) or other material notices or determinations with respect to the tax - exempt status of the Series Notes, or material events affecting the tax - exempt status of the Notes; (7) Modifications to rights of Holders of the Notes, if material; (8) Note calls (excluding sinking fund mandatory redemptions), if material, and tender offers; (9) Defeasances of the Notes; (10) Release, substitution, or sale of property securing repayment of the Notes, if material; (11) Rating changes on the Notes; (12) Bankruptcy, insolvency, receivership or similar event of the Issuer; (13) The consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and 0 (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material. (b) Whenever the Issuer obtains the knowledge of the occurrence of a Listed Event, the Issuer shall determine if the occurrence is subject to notice only if material, and if so shall as soon as possible determine if such event would be material under applicable federal securities laws. (c) If the Issuer determines that knowledge of the occurrence of a Listed Event is not subject to materiality, or determines such occurrence is subject to materiality and would be material under applicable federal securities laws, the Issuer shall promptly, but not later than ten (10) Business Days after the occurrence of the event, file a notice of such occurrence with the Municipal Securities Rulemaking Board through the filing with the National Repository. SECTION 6. Termination of Reporting Obligation. The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Notes or upon the Issuer's receipt of an opinion of nationally recognized bond counsel to the effect that, because of legislative action or final judicial action or administrative actions or proceedings, the failure of the Issuer to comply with the terms hereof will not cause Participating Underwriters to be in violation of the Rule or other applicable requirements of the Securities Exchange Act of 1934, as amended. If such termination occurs prior to the final maturity of the Notes, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). SECTION 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be the Issuer. SECTION 8. Amendment: Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Section 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Notes, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Notes, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the Holders of the Notes in the same manner as provided in the Resolution for amendments to the Resolution with the consent of Holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Notes. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(c), and (ii) the Annual Report for the year in which the change is made will present a comparison or other discussion in narrative form (and also, if feasible, in quantitative form) describing or illustrating the material differences between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. SECTION 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 10. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate, any Holder or Beneficial Owner of the Notes may take such actions as may be necessary and appropriate, including seeking mandate or 6 specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate. Direct, indirect, consequential and punitive damages shall not be recoverable by any person for any default hereunder and are hereby waived to the extent permitted by law. A default under this Disclosure Certificate shall not be deemed an event of default under the Resolution, and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action to compel performance. SECTION 11. Duties Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Issuer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Notes. SECTION 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriters and Holders and Beneficial Owners from time to time of the Notes, and shall create no rights in any other person or entity. � ,� iL> r` .��, � � Date: day of r w 2011. ATTEST: By: citytrerk CITY OF IOWA CITY, STATE OF IOWA B y: /,NVUA- �q Mayor 7 EXHIBIT A NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Iowa City, Iowa. Name of Note Issue: $7,925,000 General Obligation Capital Loan Notes, Series 2011A Dated Date of Issue: June 8, 2011 NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above -named Notes as required by Section 3 of the Continuing Disclosure Certificate delivered by the Issuer in connection with the Notes. The Issuer anticipates that the Annual Report will be filed by Dated: day of CITY OF IOWA CITY, STATE OF IOWA B y: Its: EXHIBIT A -1 NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Iowa City, Iowa. Name of Note Issue: $820,000 Taxable General Obligation Capital Loan Notes, Series 2011B Dated Date of Issue: June 8, 2011 NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above -named Notes as required by Section 3 of the Continuing Disclosure Certificate delivered by the Issuer in connection with the Notes. The Issuer anticipates that the Annual Report will be filed by Dated: day of CITY OF IOWA CITY, STATE OF IOWA B y: Its: M EXHIBIT A -2 NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Iowa City, Iowa. Name of Note Issue: $10,930,000 General Obligation Refunding Capital Loan Notes, Series 2011 C Dated Date of Issue: June 8, 2011 NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above -named Notes as required by Section 3 of the Continuing Disclosure Certificate delivered by the Issuer in connection with the Notes. The Issuer anticipates that the Annual Report will be filed by Dated: day of CITY OF IOWA CITY, STATE OF IOWA B y: Its: 10 AA . May 3, 2011 The City Council of the City of Iowa City, State of Iowa, met in regular session, in the Emma J. Harvat Hall, City Hall, 410 E. Washington, Iowa City, Iowa, at 7 • no o'clock p_.M., on the above date. There were present Mayor Hayek , in the chair, and the following named Council Members: Absent: None se -7f Council Member Champion moved that the form of Tax Exemption Certificate be placed on file and approved. Council Member -g;,jj e�, seconded the motion. The roll was called and the vote was, AYES: Hayek, Mims Wilburn Wright, Bailey, r'hamp;nD, Dickens NAYS: Council Member Mims moved that the form of Continuing Disclosure Certificate be placed on file and approved. Council Member Bailey seconded the motion. The roll was called and the vote was, AYES: Hayek Mims, Wilburn, Write t, Rai1P�T, Cbampian, Dickens NAYS: Council Member Mims introduced the following Resolution entitled "RESOLUTION APPROVING AND AUTHORIZING A FORM OF LOAN AGREEMENT AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $10,930,000 GENERAL OBLIGATION REFUNDING CAPITAL LOAN NOTES, SERIES 2011C, AND LEVYING A TAX TO PAY THE NOTES" and moved that it be adopted. Council Member Champion seconded the motion to adopt, and the roll being called thereon, the vote was as follows: AYES: Hayek, Mims Wilburn Wright, Rai1ey, rh�o~n, Dickens NAYS: Whereupon, the Mayor declared said Resolution duly adopted as follows: -2- Resolution No. 11 -156 RESOLUTION APPROVING AND AUTHORIZING A FORM OF LOAN AGREEMENT AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $10,930,000 GENERAL OBLIGATION REFUNDING CAPITAL LOAN NOTES, SERIES 2011 C, AND LEVYING A TAX TO PAY THE NOTES WHEREAS, the Issuer is duly incorporated, organized and exists under and by virtue of the laws and Constitution of the State of Iowa; and WHEREAS, the City is in need of funds to pay costs of adjusting, extending and refunding existing general obligation indebtedness of the City as is more fully set forth in the schedule of General Obligation Bonds to be refunded, hereinafter set forth as Exhibit "A ", attached to this resolution, and it is deemed necessary and advisable that a form of Loan Agreement be approved and authorized and the City should authorize General Obligation Refunding Capital Loan Notes, Series 2011C, to the amount of $10,930,000 for such purpose; and WHEREAS, it is found and determined that the aforesaid adjustment and refunding of present indebtedness is necessary and in the public interest and will benefit the City and its taxpayers by restructuring one (1) outstanding issue of Bonds for purposes of more efficient administration thereof; by conforming the debt service requirements to the anticipated receipt of tax funds thereby reducing the impact of delays in the collection of future taxes upon the City's cash flow; and to adjust the requirements of the outstanding indebtedness so as to facilitate the orderly retirement of Bonds anticipated to be issued for future capital improvements; and WHEREAS, it presently appears that the aforesaid benefits may be realized and at the same time savings may be effected in the debt service fund requirements of the City by refunding of the bonds set forth in the schedule set forth as Exhibit "A ", attached to this Resolution and made a part hereof by this reference; and WHEREAS, pursuant to notice published as required by Sections 384.24, 384.24A and 384.25 of said Code, this Council has held a public meeting and hearing upon the proposal to institute proceedings for the issuance of the Notes, and the Council is therefore now authorized to proceed with the issuance of $10,930,000 Capital Loan Notes; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, STATE OF IOWA: -3- Section 1. Definitions. The following terms shall have the following meanings in this Resolution unless the text expressly or by necessary implication requires otherwise: ❑ "Authorized Denominations" shall mean $5,000 or any integral multiple thereof. ❑ "Beneficial Owner" shall mean the person in whose name such Note is recorded as the beneficial owner of a Note by a Participant on the records of such Participant or such person's subrogee. ❑ "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Notes. ❑ "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate executed by the Issuer and dated the date of issuance and delivery of the Notes, as originally executed and as it may be amended from time to time in accordance with the terms thereof. ❑ "Depository Notes" shall mean the Notes as issued in the form of one global certificate for each maturity, registered in the Registration Books maintained by the Registrar in the name of DTC or its nominee. ❑ "DTC" shall mean The Depository Trust Company, New York, New York, a limited purpose trust company, or any successor book -entry securities depository appointed for the Notes. ❑ "Escrow Fund" shall mean the fund established under the terms of a Refunding Trust Agreement dated June 8, 2011, for the deposit of the proceeds of the Notes issued hereunder. ❑ "Issuer" and "City" shall mean the City of Iowa City, State of Iowa. ❑ "Loan Agreement" shall mean a Loan Agreement between the Issuer and a lender or lenders in substantially the form attached to and approved by this Resolution. ❑ "Note Fund" shall mean the fund created in Section 4 of this Resolution. ❑ "Notes" shall mean $10,930,000 General Obligation Refunding Capital Loan Notes, Series 2011C, authorized to be issued by this Resolution. IM ❑ "Participants" shall mean those broker - dealers, banks and other financial institutions for which DTC holds Notes as securities depository. ❑ "Paying Agent" shall mean the City Controller, 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 Notes as the same shall become due. ❑ "Project" shall mean the costs of the refunding of outstanding general obligation indebtedness, including General Obligation Bonds, Series 2002, dated May 1, 2002. ❑ "Rebate Fund" shall mean the fund so defined in and established pursuant to the Tax Exemption Certificate. ❑ "Refunded Bonds" shall mean $10,580,000 of the $29,100,000 General Obligation Bonds, Series 2002, dated May 1, 2002. ❑ "Registrar" shall mean the City Controller of Iowa City, 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 Notes. Unless otherwise specified, the Registrar shall also act as Transfer Agent for the Notes. ❑ "Representation Letter" shall mean the Blanket Issuer Letter of Representations executed and delivered by the Issuer to DTC on file with DTC. ❑ "Resolution" shall mean this resolution authorizing the Notes. ❑ "Tax Exemption Certificate" shall mean the Tax Exemption Certificate executed by the Treasurer and delivered at the time of issuance and delivery of the Notes. ❑ "Treasurer" shall mean the Finance Director or such other officer as shall succeed to the same duties and responsibilities with respect to the recording and payment of the Notes issued hereunder. ❑ "Trustee" shall mean Bankers Trust Company of Des Moines, Iowa, or its successor as may be approved pursuant to the "Refunding Trust Agreement" -5- referred to herein between the Issuer and the Trustee for the purpose of insuring the payment of the outstanding notes. Section 2. The form of Loan Agreement in substantially the form attached to this Resolution is hereby approved and is authorized to be executed and issued on behalf of the Issuer by the Mayor and attested by the City Clerk. Section 3. 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 Notes 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 the City of Iowa City, State of Iowa, to -wit: FISCAL YEAR (JULY 1 TO JUNE 30) AMOUNT YEAR OF COLLECTION $ 489,987* 2011/2012 $1,386,738 2012/2013 $1,384,838 2013/2014 $1,382,538 2014/2015 $1,374,838 2015/2016 $1,378,963 2016/2017 $1,374,463 2017/2018 $1,373,313 2018/2019 $1,373,013 2019/2020 $1,378,213 2020/2021 (NOTE: For example the levy to be made and certified against the taxable valuations of January 1, 2010, will be collected during the fiscal year commencing July 1, 2011). *The levy of taxes for the Debt Service Fund of the Issuer for collection during the fiscal year July 1, 2011, to June 30, 2012, in the amount of $ 2,815,960 is hereby transferred to and shall be security for the payment of principal of and interest on the notes hereinafter authorized to be issued. The levy of taxes for the year 2013 to be collected in the fiscal year 2012/2013 may be adjusted to the extent of funds derived from the levy for the year 2011/2012 which are in fact devoted to the payment of principal and/or interest on the notes hereinafter authorized to be issued. (b) Resolution to be Filed With County Auditor. A certified copy of this Resolution shall be filed with the Auditor of Johnson County, Iowa and the Auditor is hereby instructed in and for each of the years as provided, to levy and assess the tax hereby authorized in Section 3 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 Notes issued in anticipation of the 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. Section 4. Note Fund. Said tax shall be assessed and 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 "SERIES 2011C GENERAL OBLIGATION CAPITAL LOAN NOTE FUND NO. 1" (the "Note Fund "), which is hereby pledged for and shall be used only for the payment of the principal of and interest on the Notes hereinafter authorized to be issued; and also there shall be apportioned to said fund its proportion of taxes received by the City from property that is centrally assessed by the State of Iowa. Section 5. Application of Note Proceeds. Proceeds of the Notes shall be credited to the Escrow Fund, pursuant to Section 17 of this Resolution. Section 6. Investments of Note Fund Proceeds. All moneys held in the Note Fund and the Project Fund, shall be invested in investments permitted by Chapter 12B, Code of Iowa, 2011, as amended, or deposited in financial institutions which are members of the Federal Deposit Insurance Corporation and the deposits in which are insured thereby and all such deposits exceeding the maximum amount insured from time to time by FDIC or its equivalent successor in any one financial institution shall be continuously secured in compliance with Chapter 12C of the Code of Iowa, 2011, as amended, or otherwise by a valid pledge of direct obligations of the United States Government having an equivalent market value. All such interim investments shall mature before the date on which the moneys are required for payment of principal of or interest on the Notes as herein provided. Section 7. Note Details Execution and Redemption. -7- (a) Note Details. General Obligation Refunding Capital Loan Notes, Series 2011 C, of the City in the total amount of $10,930,000, shall be issued to evidence the obligations of the Issuer under the Loan Agreement pursuant to the provisions of Sections 384.24, 384.24A, and 384.25 of the City Code of Iowa, as amended, for the aforesaid purpose. The Notes shall be issued in one or more series and shall be on a parity and secured equally and ratably from the sources provided in Section 3 of this Resolution. The Notes shall be designated "$10,930,000 GENERAL OBLIGATION REFUNDING CAPITAL LOAN NOTES, SERIES 2011 C ", be dated June 8, 2011, and bear interest from the date thereof, until payment thereof, at the office of the Paying Agent, said interest payable on December 1, 2011, and semiannually thereafter on the 1 st day of June and December in each year until maturity at the rates hereinafter provided. The Notes shall be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the City Clerk, and impressed or printed with the seal of the City and shall be fully registered as to both principal and interest as provided in this Resolution; principal, interest and premium, if any, shall be payable at the office of the Paying Agent by mailing of a check to the registered owner of the Note. The Notes shall be in the denomination of $5,000 or multiples thereof and shall mature and bear interest as follows: Principal Interest Maturity Amount Rate June 1 $ 200,000 2.000% 2012 $1,095,000 2.000% 2013 $1,115,000 2.000% 2014 $1,135,000 2.000% 2015 $1,150,000 2.250% 2016 $1,180,000 2.500% 2017 $1,205,000 3.000% 2018 $1,240,000 3.250% 2019 $1,280,000 3.500% 2020 $1,330,000 3.625% 2021 (b) Redemption. Notes maturing after June 1, 2017, may be called for redemption by the Issuer and paid before maturity on said date or any date thereafter, from any funds regardless of source, in whole or from time to time in part, in any order of maturity and within an annual maturity by lot. The terms of redemption shall be par, plus accrued interest to date of call. in Thirty days' notice of redemption shall be given by ordinary mail to the registered owner of the Note. Failure to give such notice by mail to any registered owner of the Notes or any defect therein shall not affect the validity of any proceedings for the redemption of the Notes. All Notes or portions thereof called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment. If selection by lot within a maturity is required, the Registrar shall designate the Notes to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of Notes to be called has been reached. Section 8. Issuance of Notes in Book -Entry Form; Replacement Notes. (a) Notwithstanding the other provisions of this Resolution regarding registration, ownership, transfer, payment and exchange of the Notes, unless the Issuer determines to permit the exchange of Depository Notes for Notes in the Authorized Denominations, the Notes shall be issued as Depository Notes in denominations of the entire principal amount of each maturity of Notes (or, if a portion of said principal amount is prepaid, said principal amount less the prepaid amount); and such Depository Notes shall be registered in the name of Cede & Co., as nominee of DTC. Payment of semi - annual interest for any Depository Note shall be made by wire transfer or New York Clearing House or equivalent next day funds to the account of Cede & Co. on the interest payment date for the Notes at the address indicated in or pursuant to the Representation Letter. (b) With respect to Depository Notes, neither the Issuer nor the Paying Agent shall have any responsibility or obligation to any Participant or to any Beneficial Owner. Without limiting the immediately preceding sentence, neither the Issuer nor the Paying Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC or its nominee or of any Participant with respect to any ownership interest in the Notes, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTC or its nominee, of any notice with respect to the Notes, (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC or its nominee, of any amount with respect to the principal of, premium, if any, or interest on the Notes, or (iv) the failure of DTC to provide any information or notification on behalf of any Participant or Beneficial Owner. The Issuer and the Paying Agent may treat DTC or its nominee as, and deem DTC or its nominee to be, the absolute owner of each Note for the purpose of payment of the principal of, premium, if any, and interest on such Note, for the purpose of all other matters with respect to such Note, for the purpose of registering transfers with respect to -9- such Notes, and for all other purposes whatsoever (except for the giving of certain Noteholder consents, in accordance with the practices and procedures of DTC as may be applicable thereto). The Paying Agent shall pay all principal of, premium, if any, and interest on the Notes only to or upon the order of the Noteholders as shown on the Registration Books, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of, premium, if any, and interest on the Notes to the extent so paid. Notwithstanding the provisions of this Resolution to the contrary (including without limitation those provisions relating to the surrender of Notes, registration thereof, and issuance in Authorized Denominations), as long as the Notes are Depository Notes, full effect shall be given to the Representation Letter and the procedures and practices of DTC thereunder, and the Paying Agent shall comply therewith. (c) Upon (i) a determination by the Issuer that DTC is no longer able to carry out its functions or is otherwise determined unsatisfactory, or (ii) a determination by DTC that the Notes are no longer eligible for its depository services or (iii) a determination by the Paying Agent that DTC has resigned or discontinued its services for the Notes, if such substitution is authorized by law, the Issuer shall (A) designate a satisfactory substitute depository as set forth below or, if a satisfactory substitute is not found, (B) provide for the exchange of Depository Notes for replacement Notes in Authorized Denominations. (d) To the extent authorized by law, if the Issuer determines to provide for the exchange of Depository Notes for Notes in Authorized Denominations, the Issuer shall so notify the Paying Agent and shall provide the Registrar with a supply of executed unauthenticated Notes to be so exchanged. The Registrar shall thereupon notify the owners of the Notes and provide for such exchange, and to the extent that the Beneficial Owners are designated as the transferee by the owners, the Notes will be delivered in appropriate form, content and Authorized Denominations to the Beneficial Owners, as their interests appear. (e) Any substitute depository shall be designated in writing by the Issuer to the Paying Agent. Any such substitute depository shall be a qualified and registered "clearing agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended. The substitute depository shall provide for (i) immobilization of the Depository Notes, (ii) registration and transfer of interests in Depository Notes by book entries made on records of the depository or its nominee and (iii) payment of principal of, premium, if any, and interest on the Notes in accordance with and as such interests may appear with respect to such book entries. Section 9. Registration of Notes; Appointment of Registrar; Transfer; Ownership; Delivery; and Cancellation. -10- (a) Registration. The ownership of Notes may be transferred only by the making of an entry upon the books kept for the registration and transfer of ownership of the Notes, and in no other way. The City Controller is hereby appointed as Registrar under the terms of this Resolution. Registrar shall maintain the books of the Issuer for the registration of ownership of the Notes for the payment of principal of and interest on the Notes as provided in this Resolution. All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial Code subject to the provisions for registration and transfer contained in the Notes and in this Resolution. (b) Transfer. The ownership of any Note may be transferred only upon the Registration Books kept for the registration and transfer of Notes 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 Note (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 Note, a new fully registered Note, 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 Note, 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 Notes. In all cases of the transfer of the Notes, the Registrar shall register, at the earliest practicable time, on the Registration Books, the Notes, in accordance with the provisions of this Resolution. (d) Ownership. As to any Note, 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 Notes 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 Note, including the interest thereon, to the extent of the sum or sums so paid. Gil (e) Cancellation. All Notes which have been redeemed shall not be reissued but shall be cancelled by the Registrar. All Notes 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 Notes to the Issuer. (f) Non - Presentment of Notes. In the event any payment check representing payment of principal of or interest on the Notes is returned to the Paying Agent or if any Note is not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such principal of or interest on Notes 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 Notes 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 Notes 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 Notes. 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 Notes 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 Note for each annual maturity. The Registrar shall furnish additional Notes in lesser denominations (but not less than the minimum denomination) to an owner who so requests. Section 10. Reissuance of Mutilated Destroyed Stolen or Lost Notes. In case any outstanding Note shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the request of Registrar authenticate and deliver a new Note of like tenor and amount as the Note so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Note to Registrar, upon surrender of such mutilated Note, or in lieu of and substitution for the Note destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and Issuer that such Note 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. -12- Section 11. Record Date. Payments of principal and interest, otherwise than upon full redemption, made in respect of any Note, 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 preceding the payment date. All such payments shall fully discharge the obligations of the Issuer in respect of such Notes to the extent of the payments so made. Payment of principal shall only be made upon surrender of the Note to the Paying Agent. Section 12. Execution, Authentication and Delivery of the Notes. The Mayor and Clerk shall execute and deliver the Notes to the Registrar, who shall authenticate the Notes and deliver the same to or upon order of the Purchaser. No Note 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 Note a Certificate of Authentication substantially in the form of the Certificate herein set forth. Such Certificate upon any Note executed on behalf of the Issuer shall be conclusive evidence that the Note so authenticated has been duly issued under this Resolution and that the holder thereof is entitled to the benefits of this Resolution. Section 13. 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 noteholder. -13- Section 14. Form of Note. Notes shall be printed in substantial compliance with standards proposed by the American Standards Institute substantially in the form as 1`_ 11 ---- -- ioiiows: (6) (6) (7) (g) (1) (2) (3) (4) (5) (9) (9a) (10) (Continued on the back of this Note) (11)(12)(13) (14) (15) FIGURE 1 (Front) -14- (10) (16) (Continued) FIGURE 2 (Back) -15- The text of the Notes to be located thereon at the item numbers shown shall be as follows: Item 1, figure 1= "STATE OF IOWA" Item 9, figure 1= The City of Iowa City, State of Iowa, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of Iowa (the "Issuer "), for value received, promises to pay from the source and as hereinafter provided, on the maturity date indicated above, to Item 9A, figure 1 = (Registration panel to be completed by Registrar or Printer with name of Registered Owner). Item 10, figure 1 = or registered assigns, the principal sum of (principal amount written out) THOUSAND DOLLARS in lawful money of the United States of America, on the maturity date shown above, only upon presentation and surrender hereof at the office of the City Controller, Paying Agent of this issue, or its successor, with interest on said sum from the date hereof until paid at the rate per annum specified above, payable on December 1, 2011, and semiannually thereafter on the 1st day of June and December in each year. Interest and principal shall be paid to the registered holder of the Note as shown on the records of ownership maintained by the Registrar as of the 15th day preceding such interest payment date. Interest shall be computed on the basis of a 360 -day year of twelve 30 -day months. This Note is issued by the City of Iowa City, State of Iowa, pursuant to the provisions of Sections 384.24, 384.24A and 384.25, of the City Code of Iowa, for the -16- "COUNTY OF JOHNSON" "CITY OF IOWA CITY" "GENERAL OBLIGATION REFUNDING CAPITAL LOAN NOTE" "SERIES 2011 C" "ESSENTIAL CORPORATE PURPOSE" Item 2, figure 1= Rate: Item 3, figure 1= Maturity: Item 4, figure 1= Note Date: June 8, 2011 Item 5, figure 1= CUSIP No.: Item 6, figure 1= "Registered" Item 7, figure 1= Certificate No. Item 8, figure 1= Principal Amount: $ Item 9, figure 1= The City of Iowa City, State of Iowa, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of Iowa (the "Issuer "), for value received, promises to pay from the source and as hereinafter provided, on the maturity date indicated above, to Item 9A, figure 1 = (Registration panel to be completed by Registrar or Printer with name of Registered Owner). Item 10, figure 1 = or registered assigns, the principal sum of (principal amount written out) THOUSAND DOLLARS in lawful money of the United States of America, on the maturity date shown above, only upon presentation and surrender hereof at the office of the City Controller, Paying Agent of this issue, or its successor, with interest on said sum from the date hereof until paid at the rate per annum specified above, payable on December 1, 2011, and semiannually thereafter on the 1st day of June and December in each year. Interest and principal shall be paid to the registered holder of the Note as shown on the records of ownership maintained by the Registrar as of the 15th day preceding such interest payment date. Interest shall be computed on the basis of a 360 -day year of twelve 30 -day months. This Note is issued by the City of Iowa City, State of Iowa, pursuant to the provisions of Sections 384.24, 384.24A and 384.25, of the City Code of Iowa, for the -16- purpose of paying costs of adjusting, extending and refunding existing general obligation indebtedness of the City of Iowa City, State of Iowa, in order to evidence the obligation of the Issuer under a certain Loan Agreement dated June 8, 2011, the proceeds of the notes of this issue being deposited in trust, pursuant to the terms of a Refunding Trust Agreement, and invested in such manner as to pay, when due, the installments of principal of and interest on the City's presently outstanding general obligation notes to be refunded from the proceeds of this issue, in conformity to a Resolution of the Council of the City, duly passed and approved. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a limited purpose trust company ( "DTC "), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other Issuer as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Notes maturing after June 1, 2017, may be called for redemption by the Issuer and paid before maturity on said date or any date thereafter, from any funds regardless of source, in whole or from time to time in part, in any order of maturity and within an annual maturity by lot. The terms of redemption shall be par, plus accrued interest to date of call. Thirty days' notice of redemption shall be given by ordinary mail to the registered owner of the Note. Failure to give such notice by mail to any registered owner of the Notes or any defect therein shall not affect the validity of any proceedings for the redemption of the Notes. All notes or portions thereof called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment. If selection by lot within a maturity is required, the Registrar shall designate the notes to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of notes to be called has been reached. Ownership of this Note may be transferred only by transfer upon the books kept for such purpose by City Controller, the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Note at the office of the Registrar as designated below, together with an assignment duly executed by the owner hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however, -17- promptly give notice to registered noteholders of such change. All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial Code and subject to the provisions for registration and transfer contained in the Note 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 Note, have been existent, had, done and performed as required by law; that provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the territory of the Issuer for the payment of the principal and interest of this Note 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 Note, does not exceed the constitutional or statutory limitations. IN TESTIMONY WHEREOF, the Issuer by its Council, has caused this Note 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 authorized representative of the Registrar, City Controller, Iowa City, Iowa. Item 11, figure 1 = Date of authentication: Item 12, figure 1 = This is one of the Notes described in the within mentioned Resolution, as registered by the City Controller CITY CONTROLLER, Registrar 0 Authorized Signature Item 13, figure 1 = Registrar and Transfer Agent: City Controller Paying Agent: City Controller SEE REVERSE FOR CERTAIN DEFINITIONS Item 14, figure 1 = (Seal) Item 15, figure 1 = (Signature Block) CITY OF IOWA CITY, STATE OF IOWA By: (facsimile signature) Mayor -18- ATTEST: By: (facsimile signature) City Clerk Item 16, figure 1 = (Assignment Block) (Information Required for Registration) ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. this Note and does hereby irrevocably constitute and appoint attorney in fact to transfer this Note on the books kept for registration of the within Note, with full power of substitution in the premises. Dated this day of , 2011. SIGNATURE GUARANTEED (Person(s) executing this Assignment sign(s) here) 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 Note(s) in every particular without alteration or enlargement or any change whatever. Signature guarantee must be provided in accordance with the prevailing standards and procedures of the Registrar and Transfer Agent. Such standards and procedures may require signature to be guaranteed by certain eligible guarantor institutions that participate in a recognized signature guarantee program. INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER Name of Transferee(s) Address of Transferee(s) Social Security or Tax Identification Number of Transferee(s) -19- Transferee is a(n): Individual* Partnership Corporation Trust *If the Note 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 Note, shall be construed as though written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common IA UNIF TRANS MIN ACT - .......... Custodian .......... (Cust) (Minor) Under Iowa Uniform Transfers to Minors Act ................... (State) ADDITIONAL ABBREVIATIONS MAY BE ALSO USED THOUGH NOT IN THE ABOVE LIST Section 15. Contract Between Issuer and Purchaser. This Resolution shall constitute a contract between said City and the purchaser of the Notes. Section 16. 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 Notes issued hereunder which will cause any of the Notes to be classified as arbitrage notes within the meaning of Sections 148(a) and (b) of the Internal Revenue Code of the United States, as amended, and that throughout the term of the Notes it will comply with the requirements of statutes and regulations issued thereunder. To the best knowledge and belief of the Issuer, there are no facts or circumstances that would materially change the foregoing statements or the conclusion that it is not expected that the proceeds of the Notes will be used in a manner that would cause the Notes to be arbitrage notes. 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 Notes to certify as to the reasonable expectations and covenants of the Issuer at that date. -20- Any funds received from the Trustee for use of the Paying Agent, to pay principal and interest on the notes to be refunded shall be held in cash or non - interest bearing demand deposits separate from all other moneys or accounts of the Issuer. Section 17. Deposit of Proceeds in Escrow. All of the proceeds derived from the sale of the Notes, except accrued interest which shall be deposited in the Note Fund, shall be placed in the Escrow Fund with Bankers Trust Company, as Trustee under the Refunding Trust Agreement dated as of June 8, 2011. The Trustee shall 1) hold such proceeds in a special and irrevocable trust fund, 2) invest such proceeds only in cash or direct obligations of the United States, and 3) apply such proceeds and earnings thereon only in accordance with the terms and conditions of the Refunding Trust Agreement. All the terms and conditions of the Refunding Trust Agreement are hereby incorporated by reference in this Resolution as if set forth herein in full. The Refunding Trust Agreement is hereby approved and confirmed as binding upon the Issuer, and the Mayor and City Clerk are hereby authorized to execute the Refunding Trust Agreement on behalf of the Issuer and to authorize the City Controller to call the Refunded Bonds for redemption pursuant to the provisions of the resolution authorizing their issuance. Section 18. 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 19. Continuing Disclosure. The Issuer hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate, and the provisions of the Continuing Disclosure Certificate are hereby incorporated by reference as part of this Resolution and made a part hereof. Notwithstanding any other provision of this Resolution, failure of the Issuer to comply with the Continuing Disclosure Certificate shall not be considered an event of default under this Resolution; however, any holder of the Notes or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Issuer to comply with its obligations under the Continuing Disclosure Certificate. For purposes of this Section, 'Beneficial Owner" means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Notes (including persons holding Notes through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Notes for federal income tax purposes. Section 20. Additional Covenants, Representations and Warranties of the Issuer. The Issuer certifies and covenants with the purchasers and holders of the Notes from time to time outstanding that the Issuer through its officers, (a) will make such further specific -21- 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 Notes; (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 Notes; (e) file such forms, statements and supporting documents as may be required and in a timely manner; and (f) if deemed necessary or advisable by its officers, to employ and pay fiscal agents, financial advisors, attorneys and other persons to assist the Issuer in such compliance. Section 21. Amendment of Resolution to Maintain Tax Exemption. This Resolution may be amended without the consent of any owner of the Notes if, in the opinion of bond counsel, such amendment is necessary to maintain tax exemption with respect to the Notes under applicable Federal law or regulations. Section 22. Repeal of Conflicting Resolutions or Ordinances. All ordinances and resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed. PASSED AND APPROVED this 3rd day of May, 2011. ATTEST: 7K City rk Mayor -22- CERTIFICATE STATE OF IOWA ) ) SS COUNTY OF JOHNSON ) I, the undersigned City Clerk of the City of Iowa City, State of Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of the City showing proceedings of the City Council, and the same is a true and complete copy of the action taken by the Council with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of the agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty -four hours prior to the commencement of the meeting as required by law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective City offices as indicated therein, that no Council vacancy existed except as may be stated in the proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of the City hereto affixed this 5th day of May , 2011. (SEAL) City erk, City of Iowa City, State of Iowa 691124.1/10714.105 / 7c LOAN AGREEMENT This Loan Agreement is entered into as of the 8th day of June, 2011, by and between the City of Iowa City, State of Iowa (the "City ") acting through its City Council (the "Council ") and Stifel Nicolaus & Company, Inc. of Denver, Colorado (the "Lender "). The parties agree as follows: 1. The Lender shall loan to the City the sum of $11,142,546.20, and the City's obligation to repay hereunder shall be evidenced by the issuance of General Obligation Refunding Capital Loan Notes, Series 2011C, in the aggregate principal amount of $10,930,000 (the "Notes "). 2. The loan proceeds shall be used to pay costs of the refunding of outstanding general obligation indebtedness, including General Obligation Bonds, Series 2002, dated May 1, 2002 (the "Project "). Any remaining loan proceeds, including accrued interest, if any, shall be deposited in the Note Fund (defined in the Resolution hereinafter referred to) and shall be held therein and used, along with other amounts therein, to pay interest on the Notes. 3. The City agrees to repay the loan and interest thereon as hereinafter provided. The Notes, in substantially the form set forth in the Resolution hereinafter referred to, shall be executed and delivered to the Lender to evidence the City's obligation to repay the amounts payable hereunder. The Notes shall be dated June 8, 2011, shall bear interest payable December 1, 2011, and semiannually thereafter on the first day of June and December in each year at the respective rates and shall mature in principal amounts in each of the respective years, as follows: Principal Interest Maturity Amount Rate June 1 $ 200,000 2.000% 2012 $1,095,000 2.000% 2013 $1,115,000 2.000% 2014 $1,135,000 2.000% 2015 $1,150,000 2.250% 2016 $1,180,000 2.500% 2017 $1,205,000 3.000% 2018 $1,240,000 3.250% 2019 $1,280,000 3.500% 2020 $1,330,000 3.625% 2021 -1- 4. The Council has adopted a Resolution (the "Resolution ") authorizing and approving the form of this Loan Agreement and providing for the issuance and securing the payment of the Notes and establishing the terms thereof, and the Resolution is incorporated herein by reference, and the parties agree to abide by the terms and provisions of the Resolution. The Notes and the interest thereon shall be payable from the levy of a sufficient continuing annual tax on all the taxable property within the territory of the City and provision has been made in the Resolution for the levy and collection of such tax. 5. The City may borrow additional money, issue general obligation bonds or enter into other loan agreements and issue additional Notes which are at the time of their issuance on a parity and equality of rank with the Notes with respect to the lien and claim of such collection of taxes thereof provided that the total indebtedness of the City including this Loan Agreement and Notes issued hereunder does not exceed the Constitutional or statutory limitations. 6. The Lender is acquiring the Notes with the intent of making offers and sales of the Notes to the public. The Lender agrees to comply with all federal and state securities laws and the rules and regulations of the Securities and Exchange Commission and the Municipal Securities Rulemaking Board, including but not limited to Rules 15c2- 12 and l Ob -5, in making offers and sales of the Notes to the public. The Lender agrees to prepare an official statement to be used by the Lender in making offers and sales of the Notes in compliance with Rule 15c2 -12, and the City agrees to timely provide all information reasonably requested by the Lender for that purpose. All such information provided by the City will be true and correct in all material respects. 7. The Lender and the City represent and agree that no financial advisory relationship as defined by Rule G -23 of the Municipal Securities Rulemaking Board has existed between them with respect to this Loan Agreement or presently exists between them with respect to other similar matters and that no employee of the Lender is an employee or official of the City. This Loan Agreement is executed pursuant to the provisions of Sections 384.24, 284.24A and 384.25 of the City Code of Iowa, as amended, and shall be read and construed as conforming to all provisions and requirements thereof. -2- IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first above written. ATTEST: By: G� City rk (SEAL) CITY OF IOWA CITY, STATE OF IOWA (City) B y: l- `ld Mayor -3- CIG27.TXT CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate ") is executed and delivered by the City of Iowa City, State of Iowa (the "Issuer "), in connection with the issuance of $7,925,000 General Obligation Capital Loan Notes, Series 201 IA; $820,000 Taxable General Obligation Capital Loan Notes, Series 201113; and $10,930,000 General Obligation Refunding Capital Loan Notes, Series 2011C (the "Notes ") dated June 8, 2011. The Notes are being issued pursuant to a Resolution of the Issuer approved on May 3, 2011 (the "Resolution "). The Issuer covenants and agrees as follows: SECTION 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Holders and Beneficial Owners of the Notes and in order to assist the Participating Underwriters in complying with S.E.C. Rule I5c2- 12(b)(5). SECTION 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Notes (including persons holding Notes through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Notes for federal income tax purposes. "Business Day" shall mean a day other than a Saturday or a Sunday or a day on which banks in Iowa are authorized or required by law to close. "Dissemination Agent" shall mean the Issuer or any Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. "Holders" shall mean the registered holders of the Notes, as recorded in the registration books of the Registrar. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. "Municipal Securities Rulemaking Board" or "MSRB" shall mean the Municipal Securities Rulemaking Board, 1900 Duke Street, Suite 600, Alexandria, VA 22314. "National Repository" shall mean the MSRB's Electronic Municipal Market Access website, a/k/a "EMMA" (emma.msrb.org). "Participating Underwriter" shall mean any of the original underwriters of the Notes required to comply with the Rule in connection with offering of the Notes. "Rule" shall mean Rule 15c2- 12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State" shall mean the State of Iowa. SECTION 3. Provision of Annual Reports. (a) The Issuer shall, or shall cause the Dissemination Agent to, not later than two hundred ten (2 10) days after the end of the Issuer's fiscal year (presently June 30th), commencing with the report for the 2010 /2011 fiscal year, provide to the National Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report must be submitted in such format as is required by the MSRB (currently in "searchable PDF" format). The Annual Report may be submitted as a single document or as separate documents comprising a package. The Annual Report may cross - reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). (b) If the Issuer is unable to provide to the National Repository an Annual Report by the date required in subsection (a), the Issuer shall send a notice to the Municipal Securities Rulemaking Board, if any, in substantially the form attached as Exhibits A, A -1 and A -2. 2 (c) The Dissemination Agent shall: (i) each year file the Annual Report with the National Repository; and (ii) (if the Dissemination Agent is other than the Issuer), file a report with the Issuer certifying that the Annual Report has been filed pursuant to this Disclosure Certificate, stating the date it was filed. SECTION 4. Content of Annual Reports. The Issuer's Annual Report shall contain or incorporate by reference the following: (a) The last available audited financial statements of the Issuer for the prior fiscal year, prepared in accordance with generally accepted accounting principles promulgated by the Financial Accounting Standards Board as modified in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under State law, as in effect from time to time, or, if and to the extent such financial statements have not been prepared in accordance with generally accepted accounting principles, noting the discrepancies therefrom and the effect thereof. If the Issuer's audited financial statements for the preceding years are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) Information of the type contained in the final Official Statement under the headings "City Property Values" and "City Indebtedness ". Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Issuer or related public entities, which have been filed with the National Repository. The Issuer shall clearly identify each such other document so included by reference. SECTION 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Notes in a timely manner not later than ten (10) Business Days after the day of the occurrence of the event: 3 (1) Principal and interest payment delinquencies; (2) Non - payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements relating to the Notes reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 -TEB) or other material notices or determinations with respect to the tax - exempt status of the Series Notes, or material events affecting the tax - exempt status of the Notes; (7) Modifications to rights of Holders of the Notes, if material; (8) Note calls (excluding sinking fund mandatory redemptions), if material, and tender offers; (9) Defeasances of the Notes; (10) Release, substitution, or sale of property securing repayment of the Notes, if material; (11) Rating changes on the Notes; (12) Bankruptcy, insolvency, receivership or similar event of the Issuer; (13) The consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and 0 (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material. (b) Whenever the Issuer obtains the knowledge of the occurrence of a Listed Event, the Issuer shall determine if the occurrence is subject to notice only if material, and if so shall as soon as possible determine if such event would be material under applicable federal securities laws. (c) If the Issuer determines that knowledge of the occurrence of a Listed Event is not subject to materiality, or determines such occurrence is subject to materiality and would be material under applicable federal securities laws, the Issuer shall promptly, but not later than ten (10) Business Days after the occurrence of the event, file a notice of such occurrence with the Municipal Securities Rulemaking Board through the filing with the National Repository. SECTION 6. Termination of Reporting Obligation. The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Notes or upon the Issuer's receipt of an opinion of nationally recognized bond counsel to the effect that, because of legislative action or final judicial action or administrative actions or proceedings, the failure of the Issuer to comply with the terms hereof will not cause Participating Underwriters to be in violation of the Rule or other applicable requirements of the Securities Exchange Act of 1934, as amended. If such termination occurs prior to the final maturity of the Notes, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). SECTION 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be the Issuer. SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Section 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the 5 identity, nature or status of an obligated person with respect to the Notes, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Notes, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the Holders of the Notes in the same manner as provided in the Resolution for amendments to the Resolution with the consent of Holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Notes. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(c), and (ii) the Annual Report for the year in which the change is made will present a comparison or other discussion in narrative form (and also, if feasible, in quantitative form) describing or illustrating the material differences between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. SECTION 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 10. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate, any Holder or Beneficial Owner of the Notes may take such actions as may be necessary and appropriate, including seeking mandate or 6 specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate. Direct, indirect, consequential and punitive damages shall not be recoverable by any person for any default hereunder and are hereby waived to the extent permitted by law. A default under this Disclosure Certificate shall not be deemed an event of default under the Resolution, and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action to compel performance. SECTION 11. Duties Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Issuer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Notes. SECTION 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriters and Holders and Beneficial Owners from time to time of the Notes, and shall create no rights in any other person or entity. Date: _ day of , 2011. ATTEST: By: Ce CITY OF IOWA CITY, STATE OF IOWA By: A4'VQ,,- rC7 Mayor 7 EXHIBIT A NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Iowa City, Iowa. Name of Note Issue: $7,925,000 General Obligation Capital Loan Notes, Series 2011A Dated Date of Issue: June 8, 2011 NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above -named Notes as required by Section 3 of the Continuing Disclosure Certificate delivered by the Issuer in connection with the Notes. The Issuer anticipates that the Annual Report will be filed by Dated: day of CITY OF IOWA CITY, STATE OF IOWA B y: Its: EXHIBIT A -1 NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Iowa City, Iowa. Name of Note Issue: $820,000 Taxable General Obligation Capital Loan Notes, Series 2011 B Dated Date of Issue: June 8, 2011 NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above -named Notes as required by Section 3 of the Continuing Disclosure Certificate delivered by the Issuer in connection with the Notes. The Issuer anticipates that the Annual Report will be filed by Dated: day of CITY OF IOWA CITY, STATE OF IOWA B y: Its: 0 EXHIBIT A -2 NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Iowa City, Iowa. Name of Note Issue: $10,930,000 General Obligation Refunding Capital Loan Notes, Series 2011 C Dated Date of Issue: June 8, 2011 NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above -named Notes as required by Section 3 of the Continuing Disclosure Certificate delivered by the Issuer in connection with the Notes. The Issuer anticipates that the Annual Report will be filed by Dated: day of CITY OF IOWA CITY, STATE OF IOWA B y: Its: 10 04 May 3, 2011 The City Council of the City of Iowa City, State of Iowa, met in regular session, in the Emma J. Harvat Hall, City Hall, 410 E. Washington, Iowa City, Iowa, at 7: o0 o'clock _p .M., on the above date. There were present Mayor Hayek , in the chair, and the following named Council Members: Absent: None Be •: Council Member Wright moved that the form of Continuing Disclosure Certificate be placed on file and approved. Council Member Bailey seconded the motion. The roll was called and the vote was, AYES: Mims, Wilburn, Wright Bailey Champion, Dickens, NAYS: Council Member Bailey introduced the following Resolution entitled "RESOLUTION APPROVING AND AUTHORIZING A FORM OF LOAN AGREEMENT AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $820,000 TAXABLE GENERAL OBLIGATION CAPITAL LOAN NOTES, SERIES 201113, AND LEVYING A TAX TO PAY THE NOTES" and moved that it be adopted. Council Member Dickens seconded the motion to adopt, and the roll being called thereon, the vote was as follows: NAYS: Whereupon, the Mayor declared said Resolution duly adopted as follows: Resolution No. 11 -157 RESOLUTION APPROVING AND AUTHORIZING A FORM OF LOAN AGREEMENT AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $820,000 TAXABLE GENERAL OBLIGATION CAPITAL LOAN NOTES, SERIES 201113, AND LEVYING A TAX TO PAY THE NOTES 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 the establishment or funding of programs to provide for or assist in providing for the acquisition, restoration, -2- or demolition of housing, as part of a municipal housing project under chapter 403 or otherwise, or for other purposes as may be authorized under chapter 403A, an essential corporate purpose, and it is deemed necessary and advisable that a form of Loan Agreement be approved and authorized and Taxable General Obligation Capital Loan Notes to the amount of $200,000 be issued for said purpose; and WHEREAS, pursuant to notice published as required by Sections 384.24, 384.24A and 3 84.2 5 of said Code, this Council has held a public meeting and hearing upon the proposal to institute proceedings for the issuance of said Notes, and the Council is therefore now authorized to proceed with the issuance of $200,000 Capital Loan Notes; and WHEREAS, the Issuer is in need of funds to pay costs of the aiding in the planning, undertaking, and carrying out of urban renewal projects under the authority of chapter 403, and all of the purposes set out in section 403.12, including the acquisition of property in the Towncrest Urban Renewal Area, an essential corporate purpose, and it is deemed necessary and advisable that Taxable General Obligation Capital Loan Notes to the amount of $410,000 be authorized for said purpose; and WHEREAS, pursuant to notice published as required by Sections 384.24 (3)(q), 384.24A, and 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 Notes, and no petitions for referendum having been received, the Council is therefore now authorized to proceed with the issuance of $410,000 Capital Loan Notes; and WHEREAS, the City is in need of funds to pay costs of the acquisition of property necessary for the operation of the City and the health and welfare of its citizens, including property within the area of the City known as the Riverfront Crossings District, a general corporate purpose, and it is deemed necessary and advisable that Taxable General Obligation Capital Loan Notes to the amount of $210,000 be authorized for said purpose; and WHEREAS, the City has a population of more than 5,000 but not more than 75,000; and WHEREAS, pursuant to notice published as required by Sections 384.24, 384.24A, and 384.26 (5) of said Code, the Council of the City has held public meeting and hearing upon the proposal to institute proceedings for the authorization to enter into a loan agreement and the issuance of Notes 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 of $210,000 Capital Loan Notes thereof, and -3- WHEREAS, pursuant to Sections 384.24, 384.24A and 384.28 of the City Code of Iowa, it is hereby found and determined that the various general obligation notes authorized as hereinabove described shall be combined for the purpose of issuance in a single issue of $820,000 Corporate Purpose Capital Loan Notes as hereinafter set forth; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, STATE OF IOWA: Section 1. Definitions. The following terms shall have the following meanings in this Resolution unless the text expressly or by necessary implication requires otherwise: ❑ "Authorized Denominations" shall mean $5,000 or any integral multiple thereof. ❑ "Beneficial Owner" shall mean the person in whose name such Note is recorded as the beneficial owner of a Note by a Participant on the records of such Participant or such person's subrogee. ❑ "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Notes. ❑ "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate executed by the Issuer and dated the date of issuance and delivery of the Notes, as originally executed and as it may be amended from time to time in accordance with the terms thereof. ❑ "Depository Notes" shall mean the Notes as issued in the form of one global certificate for each maturity, registered in the Registration Books maintained by the Registrar in the name of DTC or its nominee. ❑ "DTC" shall mean The Depository Trust Company, New York, New York, a limited purpose trust company, or any successor book -entry securities depository appointed for the Notes. ❑ "Issuer" and "City" shall mean the City of Iowa City, State of Iowa. ❑ "Loan Agreement" shall mean a Loan Agreement between the Issuer and a lender or lenders in substantially the form attached to and approved by this Resolution. 0 ❑ "Note Fund" shall mean the fund created in Section 4 of this Resolution. ❑ "Notes" shall mean $820,000 Taxable General Obligation Capital Loan Notes, Series 2011B, authorized to be issued by this Resolution. ❑ "Participants" shall mean those broker - dealers, banks and other financial institutions for which DTC holds Notes as securities depository. ❑ "Paying Agent" shall mean the City Controller, 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 Notes as the same shall become due. ❑ "Project" shall mean the costs of the establishment or funding of programs to provide for or assist in providing for the acquisition, restoration, or demolition of housing, as part of a municipal housing project under chapter 403 or otherwise, or for other purposes as may be authorized under chapter 403A; the aiding in the planning, undertaking, and carrying out of urban renewal projects under the authority of chapter 403, and all of the purposes set out in section 403.12, including the acquisition of property in Towncrest Urban Renewal Area; and the acquisition of property necessary for the operation of the City and the health and welfare of its citizens, including property within the area of the City known as the Riverfront Crossings District. ❑ "Project Fund" shall mean the fund required to be established by this Resolution for the deposit of the proceeds of the Notes. ❑ "Registrar" shall mean the City Controller of Iowa City, 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 Notes. Unless otherwise specified, the Registrar shall also act as Transfer Agent for the Notes. ❑ "Representation Letter" shall mean the Blanket Issuer Letter of Representations executed and delivered by the Issuer to DTC on file with DTC. ❑ "Resolution" shall mean this resolution authorizing the Notes. -5- ❑ "Treasurer" shall mean the Finance Director or such other officer as shall succeed to the same duties and responsibilities with respect to the recording and payment of the Notes issued hereunder. Section 2. The form of Loan Agreement in substantially the form attached to this Resolution is hereby approved and is authorized to be executed and issued on behalf of the Issuer by the Mayor and attested by the City Clerk. Section 3. 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 Notes 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 the City of Iowa City, State of Iowa, to -wit: AMOUNT FISCAL YEAR (JULY 1 TO JUNE 30) YEAR OF COLLECTION $407,080 * 2011/2012 $424,620 2012/2013 *Payable from available funds of the City. (NOTE: For example the levy to be made and certified against the taxable valuations of January 1, 2010, will be collected during the fiscal year commencing July 1, 2011). (b) Resolution to be Filed With County Auditor. A certified copy of this Resolution shall be filed with the Auditor of Johnson County, Iowa and the Auditor is hereby instructed in and for each of the years as provided, to levy and assess the tax hereby authorized in Section 3 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 Notes issued in anticipation of the 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. W Section 4. Note Fund. Said tax shall be assessed and 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 "SERIES 201113 GENERAL OBLIGATION CAPITAL LOAN NOTE FUND NO. 1" (the "Note Fund "), which is hereby pledged for and shall be used only for the payment of the principal of and interest on the Notes hereinafter authorized to be issued; and also there shall be apportioned to said fund its proportion of taxes received by the City from property that is centrally assessed by the State of Iowa. Section 5. Application of Note Proceeds. Proceeds of the Notes other than accrued interest except as may be provided below shall be credited to the Project Fund and expended therefrom for the purposes of the Project. Any amounts on hand in the Project Fund shall be available for the payment of the principal of or interest on the Notes 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 Note Fund. Section 6. Investments of Note Fund Proceeds. All moneys held in the Note Fund and the Project Fund, shall be invested in investments permitted by Chapter 12B, Code of Iowa, 2011, as amended, or deposited in financial institutions which are members of the Federal Deposit Insurance Corporation and the deposits in which are insured thereby and all such deposits exceeding the maximum amount insured from time to time by FDIC or its equivalent successor in any one financial institution shall be continuously secured in compliance with Chapter 12C of the Code of Iowa, 2011, as amended, or otherwise by a valid pledge of direct obligations of the United States Government having an equivalent market value. All such interim investments shall mature before the date on which the moneys are required for payment of principal of or interest on the Notes as herein provided. Section 7. Note Details, Execution and Redemption. (a) Note Details. Taxable General Obligation Capital Loan Notes, Series 201113, of the City in the total amount of $820,000, shall be issued to evidence the obligations of the Issuer under the Loan Agreement pursuant to the provisions of Sections 384.24, 384.24A, 384.24(3)(q), 384.25, 384.26, and 384.28 of the City Code of Iowa, as amended, for the aforesaid purpose. The Notes shall be issued in one or more series and shall be on a parity and secured equally and ratably from the sources provided in Section 3 of this Resolution. The Notes shall be designated 1820,000 TAXABLE GENERAL OBLIGATION CAPITAL LOAN NOTES, SERIES 201113", be dated June 8, 2011, and bear interest from the date thereof, -7- until payment thereof, at the office of the Paying Agent, said interest payable on December 1, 2011, and semiannually thereafter on the 1st day of June and December in each year until maturity at the rates hereinafter provided. The Notes shall be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the City Clerk, and impressed or printed with the seal of the City and shall be fully registered as to both principal and interest as provided in this Resolution; principal, interest and premium, if any, shall be payable at the office of the Paying Agent by mailing of a check to the registered owner of the Note. The Notes shall be in the denomination of $5,000 or multiples thereof and shall mature and bear interest as follows: Principal Interest Maturity Amount Rate June 1 $400,000 0.65% 2012 $420,000 1.10% 2013 (b) Redemption. The Notes are not subject to redemption prior to maturity. Section 8. Issuance of Notes in Book -Entry Form; Replacement Notes. (a) Notwithstanding the other provisions of this Resolution regarding registration, ownership, transfer, payment and exchange of the Notes, unless the Issuer determines to permit the exchange of Depository Notes for Notes in the Authorized Denominations, the Notes shall be issued as Depository Notes in denominations of the entire principal amount of each maturity of Notes (or, if a portion of said principal amount is prepaid, said principal amount less the prepaid amount); and such Depository Notes shall be registered in the name of Cede & Co., as nominee of DTC. Payment of semi - annual interest for any Depository Note shall be made by wire transfer or New York Clearing House or equivalent next day funds to the account of Cede & Co. on the interest payment date for the Notes at the address indicated in or pursuant to the Representation Letter. (b) With respect to Depository Notes, neither the Issuer nor the Paying Agent shall have any responsibility or obligation to any Participant or to any Beneficial Owner. Without limiting the immediately preceding sentence, neither the Issuer nor the Paying Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC or its nominee or of any Participant with respect to any ownership interest in the Notes, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTC or its nominee, of any notice with respect to the Notes, (iii) the payment to any Participant, any Beneficial Owner or any other person, other than -8- DTC or its nominee, of any amount with respect to the principal of, premium, if any, or interest on the Notes, or (iv) the failure of DTC to provide any information or notification on behalf of any Participant or Beneficial Owner. The Issuer and the Paying Agent may treat DTC or its nominee as, and deem DTC or its nominee to be, the absolute owner of each Note for the purpose of payment of the principal of, premium, if any, and interest on such Note, for the purpose of all other matters with respect to such Note, for the purpose of registering transfers with respect to such Notes, and for all other purposes whatsoever (except for the giving of certain Noteholder consents, in accordance with the practices and procedures of DTC as may be applicable thereto). The Paying Agent shall pay all principal of, premium, if any, and interest on the Notes only to or upon the order of the Noteholders as shown on the Registration Books, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of, premium, if any, and interest on the Notes to the extent so paid. Notwithstanding the provisions of this Resolution to the contrary (including without limitation those provisions relating to the surrender of Notes, registration thereof, and issuance in Authorized Denominations), as long as the Notes are Depository Notes, full effect shall be given to the Representation Letter and the procedures and practices of DTC thereunder, and the Paying Agent shall comply therewith. (c) Upon (i) a determination by the Issuer that DTC is no longer able to carry out its functions or is otherwise determined unsatisfactory, or (ii) a determination by DTC that the Notes are no longer eligible for its depository services or (iii) a determination by the Paying Agent that DTC has resigned or discontinued its services for the Notes, if such substitution is authorized by law, the Issuer shall (A) designate a satisfactory substitute depository as set forth below or, if a satisfactory substitute is not found, (B) provide for the exchange of Depository Notes for replacement Notes in Authorized Denominations. (d) To the extent authorized by law, if the Issuer determines to provide for the exchange of Depository Notes for Notes in Authorized Denominations, the Issuer shall so notify the Paying Agent and shall provide the Registrar with a supply of executed unauthenticated Notes to be so exchanged. The Registrar shall thereupon notify the owners of the Notes and provide for such exchange, and to the extent that the Beneficial Owners are designated as the transferee by the owners, the Notes will be delivered in appropriate form, content and Authorized Denominations to the Beneficial Owners, as their interests appear. (e) Any substitute depository shall be designated in writing by the Issuer to the Paying Agent. Any such substitute depository shall be a qualified and registered "clearing agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended. The substitute depository shall provide for (i) immobilization of the Depository Notes, -9- (ii) registration and transfer of interests in Depository Notes by book entries made on records of the depository or its nominee and (iii) payment of principal of, premium, if any, and interest on the Notes in accordance with and as such interests may appear with respect to such book entries. Section 9. Registration of Notes; Appointment of Registrar; Transfer; Ownership; Delivery; and Cancellation. (a) Registration. The ownership of Notes may be transferred only by the making of an entry upon the books kept for the registration and transfer of ownership of the Notes, and in no other way. The City Controller is hereby appointed as Registrar under the terms of this Resolution. Registrar shall maintain the books of the Issuer for the registration of ownership of the Notes for the payment of principal of and interest on the Notes as provided in this Resolution. All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial Code subject to the provisions for registration and transfer contained in the Notes and in this Resolution. (b) Transfer. The ownership of any Note may be transferred only upon the Registration Books kept for the registration and transfer of Notes 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 Note (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 Note, a new fully registered Note, 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 Note, 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 Notes. In all cases of the transfer of the Notes, the Registrar shall register, at the earliest practicable time, on the Registration Books, the Notes, in accordance with the provisions of this Resolution. (d) Ownership. As to any Note, the person in whose name the ownership of the same shall be registered on the Registration Books of the Registrar shall be -10- deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Notes 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 Note, including the interest thereon, to the extent of the sum or sums so paid. (e) Cancellation. All Notes which have been redeemed shall not be reissued but shall be cancelled by the Registrar. All Notes 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 Notes to the Issuer. (f) Non - Presentment of Notes. In the event any payment check representing payment of principal of or interest on the Notes is returned to the Paying Agent or if any Note is not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such principal of or interest on Notes 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 Notes 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 Notes 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 Notes. 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 Notes 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 Note for each annual maturity. The Registrar shall furnish additional Notes in lesser denominations (but not less than the minimum denomination) to an owner who so requests. Section 10. Reissuance of Mutilated Destroyed Stolen or Lost Notes. In case any outstanding Note shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the request of Registrar authenticate and deliver a new Note of like tenor and amount as the Note so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Note to Registrar, upon surrender of such mutilated Note, or in lieu of and substitution for the Note destroyed, stolen or lost, upon filing with the Registrar evidence -11- satisfactory to the Registrar and Issuer that such Note 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 11. Record Date. Payments of principal and interest, otherwise than upon full redemption, made in respect of any Note, 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 preceding the payment date. All such payments shall fully discharge the obligations of the Issuer in respect of such Notes to the extent of the payments so made. Payment of principal shall only be made upon surrender of the Note to the Paying Agent. Section 12. Execution Authentication and Delivery of the Notes. The Mayor and Clerk shall execute and deliver the Notes to the Registrar, who shall authenticate the Notes and deliver the same to or upon order of the Purchaser. No Note 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 Note a Certificate of Authentication substantially in the form of the Certificate herein set forth. Such Certificate upon any Note executed on behalf of the Issuer shall be conclusive evidence that the Note so authenticated has been duly issued under this Resolution and that the holder thereof is entitled to the benefits of this Resolution. Section 13. Right to Name Substitute Paving Agent or Registrar. Issuer reserves the right to name a substitute, successor Registrar or Paying Agent upon giving prompt written notice to each registered noteholder. -12- Section 14. Form of Note. Notes shall be printed in substantial compliance with standards proposed by the American Standards Institute substantially in the form as TA11/ ITO. LV11V Y ♦J. (6) (6) (�) (8) (1) (5) (9) (9a) (10) (Continued on the back of this Note) (11) (12)(13) 1 (14) 1 1 (15) FIGURE 1 (Front) -13- (10) (16) (Continued) FIGURE 2 (Back) -14- The text of the Notes to be located thereon at the item numbers shown shall be as follows: Item 1, figure 1= Item 2, figure 1= Item 3, figure 1= Item 4, figure 1= Item 5, figure 1= Item 6, figure 1= Item 7, figure 1= Item 8, figure 1= "STATE OF IOWA" "COUNTY OF JOHNSON" "CITY OF IOWA CITY" "TAXABLE GENERAL OBLIGATION CAPITAL LOAN NOTE" "SERIES 201113" "CORPORATE PURPOSE" Rate: Maturity: Note Date: June 8, 2011 CUSIP No.: "Registered" Certificate No. Principal Amount: $ Item 9, figure 1= The City of Iowa City, State of Iowa, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of Iowa (the "Issuer "), for value received, promises to pay from the source and as hereinafter provided, on the maturity date indicated above, to Item 9A, figure 1 = (Registration panel to be completed by Registrar or Printer with name of Registered Owner). Item 10, figure 1 = or registered assigns, the principal sum of (principal amount written out) THOUSAND DOLLARS in lawful money of the United States of America, on the maturity date shown above, only upon presentation and surrender hereof at the office of the City Controller, Paying Agent of this issue, or its successor, with interest on said sum from the date hereof until paid at the rate per annum specified above, payable on December 1, 2011, and semiannually thereafter on the 1 st day of June and December in each year. THE HOLDERS OF THE NOTES SHOULD TREAT THE INTEREST AS SUBJECT TO FEDERAL INCOME TAXATION. Interest and principal shall be paid to the registered holder of the Note as shown on the records of ownership maintained by the Registrar as of the 15th day preceding such interest payment date. Interest shall be computed on the basis of a 360 -day year of twelve 30 -day months. -15- This Note is issued pursuant to the provisions of Sections 384.24, 384.24A, 384.24(3)(q), 384.25, 384.26, and 384.28 of the City Code of Iowa, for the purpose of paying costs of the establishment or funding of programs to provide for or assist in providing for the acquisition, restoration, or demolition of housing, as part of a municipal housing project under chapter 403 or otherwise, or for other purposes as may be authorized under chapter 403A; the aiding in the planning, undertaking, and carrying out of urban renewal projects under the authority of chapter 403, and all of the purposes set out in section 403.12, including the acquisition of property in Towncrest Urban Renewal Area; and the acquisition of property necessary for the operation of the City and the health and welfare of its citizens, including property within the area of the City known as the Riverfront Crossings District, and in order to evidence the obligations of the Issuer under a certain Loan Agreement dated June 8, 2011, in conformity to a Resolution of the Council of the Issuer duly passed and approved. For a complete statement of the revenues and funds from which and the conditions under which this Note is payable, a statement of the conditions under which additional Notes of equal standing may be issued, and the general covenants and provisions pursuant to which this Note is issued, reference is made to the above described Loan Agreement and Resolution. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a limited purpose trust company ( "DTC "), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other Issuer as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Ownership of this Note may be transferred only by transfer upon the books kept for such purpose by City Controller, the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Note at the office of the Registrar as designated below, together with an assignment duly executed by the owner hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however, promptly give notice to registered noteholders of such change. All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial Code and subject to the provisions for registration and transfer contained in the Note 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 Note, have been -16- existent, had, done and performed as required by law; that provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the territory of the Issuer for the payment of the principal and interest of this Note 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 Note, does not exceed the constitutional or statutory limitations. IN TESTIMONY WHEREOF, the Issuer by its Council, has caused this Note 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 authorized representative of the Registrar, City Controller, Iowa City, Iowa. Item 11, figure 1 = Date of authentication: Item 12, figure 1 = This is one of the Notes described in the within mentioned Resolution, as registered by the City Controller CITY CONTROLLER, Registrar Authorized Signature Item 13, figure 1 = Registrar and Transfer Agent: City Controller Paying Agent: City Controller SEE REVERSE FOR CERTAIN DEFINITIONS Item 14, figure 1 = (Seal) Item 15, figure 1 = (Signature Block) CITY OF IOWA CITY, STATE OF IOWA By: (facsimile signature) Mayor ATTEST: By: (facsimile signature) City Clerk Item 16, figure 1 = (Assignment Block) -17- (Information Required for Registration) ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. this Note and does hereby irrevocably constitute and appoint attorney in fact to transfer this Note on the books kept for registration of the within Note, with full power of substitution in the premises. Dated this day of , 2011. SIGNATURE GUARANTEED (Person(s) executing this Assignment sign(s) here) 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 Note(s) in every particular without alteration or enlargement or any change whatever. Signature guarantee must be provided in accordance with the prevailing standards and procedures of the Registrar and Transfer Agent. Such standards and procedures may require signature to be guaranteed by certain eligible guarantor institutions that participate in a recognized signature guarantee program. INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER Name of Transferee(s) Address of Transferee(s) Social Security or Tax Identification Number of Transferee(s) Transferee is a(n): Individual* Partnership Corporation Trust *If the Note 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. -18- The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common IA UNIF TRANS MIN ACT - .......... Custodian .......... (Cust) (Minor) Under Iowa Uniform Transfers to Minors Act ................... (State) ADDITIONAL ABBREVIATIONS MAY BE ALSO USED THOUGH NOT IN THE ABOVE LIST Section 15. Contract Between Issuer and Purchaser. This Resolution shall constitute a contract between said City and the purchaser of the Notes. 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. Continuing Disclosure. The Issuer hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate, and the provisions of the Continuing Disclosure Certificate are hereby incorporated by reference as part of this Resolution and made a part hereof. Notwithstanding any other provision of this Resolution, failure of the Issuer to comply with the Continuing Disclosure Certificate shall not be considered an event of default under this Resolution; however, any holder of the Notes or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Issuer to comply with its obligations under the Continuing Disclosure Certificate. For purposes of this Section, 'Beneficial Owner" means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Notes (including persons holding Notes through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Notes for federal income tax purposes. Section 18. Repeal of Conflicting Resolutions or Ordinances. All ordinances and resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed. -19- PASSED AND APPROVED this 3rd day of May, 2011. ATTEST: City Cler Mayor -20- CERTIFICATE STATE OF IOWA ) ) SS COUNTY OF JOHNSON ) I, the undersigned City Clerk of the City of Iowa City, State of Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of the City showing proceedings of the City Council, and the same is a true and complete copy of the action taken by the Council with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of the agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty -four hours prior to the commencement of the meeting as required by law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective City offices as indicated therein, that no Council vacancy existed except as may be stated in the proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of the City hereto affixed this 5th day of May , 2011. (SEAL) City 61erk, City of Iowa City, State of Iowa 689021.1/10714.104 1" repctQpuuj . LOAN AGREEMENT This Loan Agreement is entered into as of the 8th day of June, 2011, by and between the City of Iowa City, State of Iowa (the "City ") acting through its City Council (the "Council ") and UMB Bank, n.a. of Kansas City, Missouri (the "Lender "). The parties agree as follows: 1. The Lender shall loan to the City the sum of $818,442, and the City's obligation to repay hereunder shall be evidenced by the issuance of Taxable General Obligation Capital Loan Notes, Series 201113, in the aggregate principal amount of $820,000 (the "Notes "). 2. The loan proceeds shall be used to pay costs of the establishment or funding of programs to provide for or assist in providing for the acquisition, restoration, or demolition of housing, as part of a municipal housing project under chapter 403 or otherwise, or for other purposes as may be authorized under chapter 403A; the aiding in the planning, undertaking, and carrying out of urban renewal projects under the authority of chapter 403, and all of the purposes set out in section 403.12, including the acquisition of property in Towncrest Urban Renewal Area; and the acquisition of property necessary for the operation of the City and the health and welfare of its citizens, including property within the area of the City known as the Riverfront Crossings District (the "Project "). Any remaining loan proceeds, including accrued interest, if any, shall be deposited in the Note Fund (defined in the Resolution hereinafter referred to) and shall be held therein and used, along with other amounts therein, to pay interest on the Notes. 3. The City agrees to repay the loan and interest thereon as hereinafter provided. The Notes, in substantially the form set forth in the Resolution hereinafter referred to, shall be executed and delivered to the Lender to evidence the City's obligation to repay the amounts payable hereunder. The Notes shall be dated June 8, 2011, shall bear interest payable December 1, 2011, and semiannually thereafter on the first day of June and December in each year at the respective rates and shall mature in principal amounts in each of the respective years, as follows: Principal Amount Interest Maturity Rate June 1 $400,000 0.65% 2012 $420,000 1.10% 2013 4. The Council has adopted a Resolution (the "Resolution ") authorizing and approving the form of this Loan Agreement and providing for the issuance and securing -1- the payment of the Notes and establishing the terms thereof, and the Resolution is incorporated herein by reference, and the parties agree to abide by the terms and provisions of the Resolution. The Notes and the interest thereon shall be payable from the levy of a sufficient continuing annual tax on all the taxable property within the territory of the City and provision has been made in the Resolution for the levy and collection of such tax. 5. The City may borrow additional money, issue general obligation bonds or enter into other loan agreements and issue additional Notes which are at the time of their issuance on a parity and equality of rank with the Notes with respect to the lien and claim of such collection of taxes thereof provided that the total indebtedness of the City including this Loan Agreement and Notes issued hereunder does not exceed the Constitutional or statutory limitations. 6. The Lender is acquiring the Notes with the intent of making offers and sales of the Notes to the public. The Lender agrees to comply with all applicable federal and state securities laws and the rules and regulations of the Securities and Exchange Commission and the Municipal Securities Rulemaking Board, including but not limited to Rule 10b -5, in making offers and sales of the Notes to the public. The City agrees to cooperate with the Lender in preparing an official statement for use by the Lender in connection with its offering and sale of the Notes to the public, and to timely provide all information reasonably requested by the Lender for that purpose. All such information provided by the City will be true and correct in all material respects. 7. The Lender and the City represent and agree that no financial advisory relationship as defined by Rule G -23 of the Municipal Securities Rulemaking Board has existed between them with respect to this Loan Agreement or presently exists between them with respect to other similar matters and that no employee of the Lender is an employee or official of the City. This Loan Agreement is executed pursuant to the provisions of Sections 384.241 384.24A, 384.24(3)(q), 384.25, 384.26, and 384.28 of the City Code of Iowa, as amended, and shall be read and construed as conforming to all provisions and requirements thereof. -2- IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first above written. ATTEST: By: City Cterk (SEAL) CITY OF IOWA CITY, STATE OF IOWA (City) B y: Mayor 51 Prepared by: Tracy Hightshoe, Associate Planner, 410 E. Washington St., Iowa City, IA 52240 (319) 356 -5230 RESOLUTION NO. 1 i -158 RESOLUTION ADOPTING IOWA CITY'S FY12 ANNUAL ACTION PLAN WHICH IS A SUB -PART OF IOWA CITY'S 2011 -2015 CONSOLIDATED PLAN (CITY STEPS) AND AUTHORIZING THE CITY MANAGER TO SUBMIT SAID PLAN AND ALL NECESSARY CERTIFICATIONS TO THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT, AND DESIGNATING THE CITY MANAGER AS THE AUTHORIZED CHIEF EXECUTIVE OFFICER. WHEREAS, the U.S. Department of Housing and Urban Development (HUD) requires the City of Iowa City, Iowa, to prepare and submit the FY12 Annual Action Plan as part of the City's 2011 -2015 Consolidated Plan (CITY STEPS), to plan for the use of federal funds to assist lower income residents with housing, jobs and services; and WHEREAS, the Iowa City Housing and Community Development Commission has held a series of meetings regarding the use of federal Community Development Block Grant (CDBG) and HOME Investment Partnerships Program (HOME) funds for City of Iowa City fiscal year 2012; and WHEREAS, the City has disseminated information, received public input and held a public hearing on the FY12 Annual Action Plan; and WHEREAS, the FY12 Annual Action Plan contains the allocation of CDBG and HOME funds attached hereto as Exhibit A; WHEREAS, due to recently enacted federal budget cuts and a loan determined to be ineligible for HOME funding, Exhibit A differs from the FY12 Annual Action Plan on file with the City Clerk with respect to funding for the Economic Development Fund, Iowa City Rehabilitation Program, The Housing Fellowship CHDO operating project and Iowa City administrative costs; WHEREAS, the Iowa City Housing and Community Development Commission has recommended that Exhibit A be approved; WHEREAS, adoption of the FY12 Annual Action Plan will make Iowa City eligible for federal and state funds administered by the U.S. Department of Housing and Urban Development; and WHEREAS, the City Council finds that the public interest will be served by the adoption of the FY12 Annual Action Plan and submission to the U.S. Department of Housing and Urban Development. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The City of Iowa City FY12 Annual Action Plan, containing the allocation of CDBG Resolution No. 11 -158 Page 2 and HOME funds attached hereto as Exhibit A, is hereby approved and adopted. 2. The City Manager of Iowa City is hereby authorized and directed to submit the City of Iowa City FY12 Annual Action Plan to the U.S. Department of Housing and Urban Development, and is further authorized and directed to provide all the necessary certifications or documents required by the U.S. Department of Housing and Urban Development. 3. The City Manager is hereby designated as the Chief Executive Officer and authorized to act on behalf of the City of Iowa City in connection with the FY12 Annual Action Plan. 4. The City Manager is hereby authorized to execute, terminate or amend CDBG and \or HOME Agreements entered into in connection with the allocation of public funds with subrecipients, Community Housing Development Organizations (CHDOs) or other legal entities. Passed and approved this 3rd day of May, 2011. ATTEST: CIT ERK City Attorney's Office It was moved by Bailey and seconded by Wilburn the Resolution be adopted, and upon roll call there were: AYES: X X X X X X X NAYS: ABSENT: Bailey Champion Dickens Hayek Mims Wilburn Wright Exhibit A Projects Recommended for FY12 CDBG & HOME Funding HCDC (412112011) Recommendation or Council Request Earmark* ECONOMIC DEVELOPMENT Economic Development Fund* $90,589 $35,428.00 Subtotal $35,428.00 HOUSING PROJECTS FY12 CDBG Entitlement IV Habitat For Humanity - Owner- occ. Rehab. $40,000 $40,000 IV Habitat for Humanity - Homeownership $180,000 $180,000 The Housing Fellowship - CHDO Operating $40,000 $29,800 The Housing Fellowship - Pre Dev. Loan $10,500 $0 Mayor's Youth - Rental Housing $99,800 $99,800 United Action for Youth - Rental Housing $480,000 $350,000 Successful Living - Rental Rehab. $92,500 $52,000 Systems Unlimited - Rental Rehab. $70,000 $48,000 Iowa City Housing Rehabilitation Program (CDBG) $123,885 Iowa City Housing Rehabilitation Program (HOME) $167,369 Subtotal $1,012,800 $1,090,854 PUBLIC FACILITY PROJECTS ICCSD Grant Wood Elementary - Utility Install. $33,400 $33,400 Neighborhood Centers of JC - Facility Rehab. $65,000 $42,250 DVIP - Facility Rehabilitation $6,500 $6,500 Mayor's Youth - Facility Rehabilitation $148,702 $27,365 Crisis Center - Parking Lot Improvements $170,000 $25,000 Arc of Southeast Iowa - Facility Rehab. $210,922 $67,400 MECCA - Facility Rehabilitation $16,293 $16,293 Old Brick Foundation - Accessibility $49,600 $15,500 Subtotal $700,417 $233,708 PUBLIC SERVICE PROJECTS Neighborhood Centers of JC - Operations $32,321 $15,000 Neighborhood Centers - Aid to Agencies* $33,000 Crisis Center - Operations $11,092 $11,092 Crisis Center - Aid to Agencies* $40,000 Big Brothers Big Sisters - Equipment $11,640 $5,200 Big Brothers Big Sisters - Aid to Agencies* $32,000 Shelter House - Operations $50,000 $15,000 Table to Table - Operations $20,000 $7,000 Successful Living - Vehicle $6,000 $6,000 Emma Goldman Clinic - Equipment $50,000 $25,000 IC Free Medical Clinic - Operations $47,000 $15,000 Subtotal $228,053 $204,292 ADMINISTRATION AND PLANNING HOME Program Administration* $59,609 CDBG Program Administration and Planning* $133,786 Subtotal $193,395 TOTAL $1,757,677 SOURCE OF FUNDS FY12 CDBG Entitlement $603,931 FY12 Anticipated CDBG Program Income $67,168 CDBG Uncommitted /Returned Projects $200,000 CDBG Subtotal $871,099 FY12 HOME Annual Entitlement $596,097 FY12 Anticipated HOME Program Income $90,535 HOME Uncommitted /Returned Projects $199,946 HOME Subtotal $886,578 FY11 TOTAL $1,757,677 A V) - - 10 Prepared by: Brian Boelk, Public Works, 410 E. Washington St., Iowa City, IA 52240 (319) 356 -5437 RESOLUTION NO. 11 -159 RESOLUTION APPROVING PLANS, SPECIFICATIONS, FORM OF CON- TRACT, AND ESTIMATE OF COST FOR THE CONSTRUCTION OF THE GILBERT STREET STREETSCAPE PROJECT, ESTABLISHING AMOUNT OF BID SECURITY TO ACCOMPANY EACH BID, DIRECTING CITY CLERK TO PUBLISH NOTICE TO BIDDERS, AND FIXING TIME AND PLACE FOR RECEIPT OF BIDS. WHEREAS, notice of public hearing on the plans, specifications, form of contract and estimate of cost for the above -named project was published as required by law, and the hearing thereon held; and WHEREAS, funds for this project are available in the Gilbert Street Streetscape Project account #3815. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA THAT: 1. The plans, specifications, form of contract and estimate of cost for the above -named project are hereby approved. 2. The amount of bid security to accompany each bid for the construction of the above - named project shall be in the amount of 10% (ten percent) of bid payable to Treasurer, City of Iowa City, Iowa. 3. The City Clerk is hereby authorized and directed to publish notice, not less than 4 and not more than 45 days before the date for filing the bids, for the receipt of bids for the construction of the above -named project in a newspaper published at least once weekly and having a general circulation in the city. 4. Sealed bids for the above -named project are to be received by the City of Iowa City, Iowa, at the Office of the City Clerk, at the City Hall, before 10:00 a.m. on the 26th day of May, 2011. At that time, the bids will be opened by the City Engineer or his designee, and thereupon referred to the City Council of the City of Iowa City, Iowa, for action upon said bids at its next regular meeting, to be held at the Emma J. Harvat Hall, City Hall, Iowa City, Iowa, at 7:00 p.m. on the 7th day of June, 2011, or at a special meeting called for that purpose. Passed and approved this 3rd day of May , 20 1 t MAYOR App oved by ATTEST: �.�� 7 l/ • �� ', lZ CITfLERK City ttorne 's Office pweng /res /gilbertstrscape -appp &s.doc 4/11 y y ZLf /l Resolution No. 11-159 Page 2 It was moved by' • Wright and seconded by Mims the Resolution be adopted, and upon roll call there were: AYES: x— X X x_ x x x wpdata/gIossary/resolution -1c. doc NAYS: ABSENT: Bailey Champion Dickens Hayek Mims Wilburn Wright Prepared by: Susan Dulek, Assistant City Attorney, 410 E. Washington St., Iowa City, IA 52240 (319) 356 -5030 RESOLUTION NO. ii-16o RESOLUTION AUTHORIZING CONVEYANCE OF A SINGLE FAMILY HOME LOCATED AT 512 NORTH VAN BUREN STREET. WHEREAS, the UniverCity Neighborhood Partnership Program is a joint effort between the University of Iowa and the City to encourage home ownership and reinvestment in designated neighborhoods surrounding the University of Iowa; and WHEREAS, the City has received a $1.25 million I -Jobs grant to assist in the acquisition and rehabilitation of twenty -five single family homes to provide affordable housing in designated neighborhoods surrounding the University of Iowa; and WHEREAS, Resolution 09 -384 authorized the City to acquire and rehabilitate properties consistent with the grant agreement for I -Jobs funds for the UniverCity Neighborhood Partnership Program; and WHEREAS, the City purchased and rehabilitated a single family home located at 512 North Van Buren Street, Iowa City; and WHEREAS, the City has received an offer to purchase 512 North Van Buren Street; WHEREAS, the sale price will be the principal sum of $173,000 (the amount the City paid to acquire the home) plus $6,000 of the "carrying costs," which are all costs incurred by the City to acquire the home, maintain it and sell it, including abstracting and recording fees, interest on the loan to purchase the home, mowing and snow removal, utilities, real estate taxes, and any costs in excess of $50,000 to repair and rehabilitate the home; and WHEREAS, this sale would provide affordable housing in a designated area surrounding the University of Iowa; and WHEREAS, on April 19, 2011, the City Council adopted a Resolution proposing to convey its interest in 512 North Van Buren Street, authorizing public notice of the proposed conveyance, and setting the date and time for the public hearing; and WHEREAS, following the public hearing on the proposed conveyance, the City Council finds that the conveyance is in the public interest. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, that: 1. Upon the direction of the City Attorney, the Mayor and the City Clerk are authorized to execute a warranty deed conveying the City's interest in 512 North Van Buren Street, legally described as part of Lot 5, Block 35, Iowa City, Iowa. Resolution No. 11 -160 Page 2 2. The City Attorney is hereby authorized to deliver said warranty deed and to carry out any actions necessary to consummate the conveyance required by law. It was moved by Bailey and seconded by Wilburn the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: x_ x x x x X X Bailey Champion Dickens Hayek Mims Wilburn Wright Passed and approved this 3rd day of May '2011. _ MAYOR ATTEST: COT CLERK Approved by City Attorney's Office Prepared by: Michael Moran, Parks & Recreation Director, 220 S. Gilbert St.., Iowa City, IA 52240 (319) 356 -5110 RESOLUTION NO. 1 1-161 RESOLUTION APPROVING, AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST AN AGREEMENT BY AND BETWEEN THE CITY OF IOWA CITY AND SNYDER AND ASSOCIATES PROFESSIONAL ENGINEERS TO PROVIDE ENGINEERING CONSULTANT SERVICES FOR THE TERRY TRUEBLOOD RECREATION AREA PHASE THREE IMPROVEMENT PROJECT. WHEREAS, the City of Iowa City desires to improve the park at the Terry Trueblood Recreation Area; and WHEREAS, the City desires the services of a consulting firm to prepare preliminary and final design drawing and specifications for bidding and construction of the Terry Trueblood Recreation Area Phase Three Improvements; and WHEREAS, the City of Iowa City has negotiated an agreement for said consulting services with Snyder and Associates Professional Engineers to provide said services; and WHEREAS, it is in the public interest to enter into said Consultant Agreement with Snyder and Associates Professional Engineers. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA THAT: The consultant Agreement attached hereto is in the public interest, and is approved as to form and content. 2. The Mayor and the City Clerk are hereby authorized and directed to execute the attached Consultant Agreement. Passed and approved this 3rd day of May , 2011. MAYOR Approved by ATTEST: dffft —LERK City Attorney's Office Resolution No. 11 -161 Page 2 It was moved by Cham»inn and seconded by Mi Mg the Resolution be adopted, and upon roll call there were: AYES: x X x x X —x X NAYS: ABSENT: Bailey Champion Dickens Hayek Mims Wilburn Wright CONSULTANT AGREEMENT TERRY TRUEBLOOD RECREATION AREA — PHASE 3 DESIGN AND CONSTRUCTION OBSERVATION SERVICES THIS AGREEMENT, made and entered into this 3rd day of May, 2011, by and between the City of Iowa City, a municipal corporation, hereinafter referred to as the City and Snyder & Associates, Inc., of Cedar Rapids, Iowa, hereinafter referred to as the Consultant. WHEREAS, the City seeks to retain Consultant to prepare plans and specifications and perform construction period services for Phase 3 Construction at Terry Trueblood Recreation Area. Said project area is more fully illustrated in the drawing attached to and made part of this agreement. (See exhibit A attached) and WHEREAS, Consultant wishes to provide these services to the City. NOW THEREFORE, it is agreed by and between the parties hereto that the City does now contract with the Consultant to provide services as set forth herein. I. SCOPE OF SERVICES Consultant agrees to perform the following services for the City, and to do so in a timely and satisfactory manner. The Consultant shall utilize the team previously involved on the project, which includes Architects Schipper Kastner and Farris Engineering. A. PRELIMINARY DESIGN 1. The Consultant will provide project administration including project and personnel scheduling, coordination, review with the City, planning, and adjustment as required. 2. Utilizing the master plan design, prepare preliminary design for the Phase 3 Improvements. Improvements shall include: 1) main lodge, 2) outdoor patio, 3) access drive and parking, 4) natural play area, 5) walkways, 6) utilities, 7) lighting, and 8) landscape improvements. 3. Conduct a LEED feasibility study for the project. The Consultant shall provide preliminary investigation for LEED credits and alternatives, which could apply to this project for a certification level. The findings shall be presented to the City for input and direction. The intent for LEED credits is for items, which would have minimal impact to the overall project budget for Phase 3 improvements. 4. Conduct six (6) soil borings for the lodge and site improvements. 5. Prepare architectural design and preliminary plans for the lodge. Lodge to include kitchen, restrooms, and large multi - purpose space. Two concept designs will be prepared for City input and direction. 6. Prepare preliminary design for sanitary pump station for facility. 7. Prepare preliminary design for electrical improvements including lodge, site lighting, and service. 8. Prepare preliminary design of structural elements including lodge, outdoor walls, and shelter. 9. Prepare preliminary site layout and grading design for parking, patio, play area, and walkways. P:\Proposal\2011 \Iowa City \TTRA \Phase 3 \Consultant Agreement 4 -21 -1 I.docx -2- 10. Preliminary design for utility services to accommodate facilities. 11. Conduct meetings with the City to present the design and plans. 12. Receive input and direction from the City. 13. Update design based upon comments and input received from the City. 14. Prepare an opinion of probable construction cost for the project. B. FINAL DESIGN AND CONSTRUCTION DOCUMENTS 1. Upon receiving approval from the City for the preliminary design, the consultant shall prepare final design and construction documents for Phase 3 Improvements as described previously in A.2. 2. Prepare demolition plan, dimension plan, grading plan, architecture plans, structural plans, electrical plans, and construction details. 3. Prepare a Storm Water Pollution Prevention Plan (SWPPP) and booklet. 4. Prepare technical specifications, advertisements, bidding information, contracts, and manual. 5. Prepare a final opinion of probable construction costs for Phase 3 construction. 6. Conduct meetings with the City to present the final design and construction documents. 7. Plan drawings and technical specifications will be provided to the City for project review and approval. 8. Provide bidding assistance and review bids for one bid letting with recommendations. 9. Provide plans to contractors for bidding purposes. 10. Provide assistance to City with Vision Iowa and REAP grants for charting project progress thru phase 3 design and construction. This includes letters, invoices, and photographs. C. LEED DOCUMENTATION Based upon the direction from the City to go forward with LEED certification, the Consultant shall provide the following: a. Design and detail of LEED alternatives selected and incorporate into documents. b. Register the project with USGBC. C. Review LEED requirements in submittals. d. Coordinate submittal requirement with Contractor and document to USGBC for certification. e. Services and fees do not include the USGBC project registration fee, geothermal test well and analysis, and commissioning services and fees, which are required by a third party. D. CONSTRUCTION SERVICES The Consultant shall provide construction administration for the Phase 3 project for the Consultant's Scope of Work as follows: a. Construction staking will be the contractor's responsibility and included in the quote for bids. b. Conduct a pre- construction meeting with the City and contractor. C. Review shop drawings and material submittals for the project. P:\Proposal\2011 \Iowa City \TTRA \Phase 3 \Consultant Agreement 4 -21 -1 l.docx -3- d. Review pay application requests received from the contractor. e. Conduct regular construction meetings on a bi- weekly basis in accordance with the contractor's construction schedule. f. Conduct a final site review and prepare a punch list of items to be completed by the Contractor. 2. The Consultant shall provide construction observation for the Phase 3 project for the Consultant's Scope of Work as follows: a. The Consultant will actively be on site during construction, based on the contractor's construction schedule, and will not wait for Contractor's call. A record or log of Contractor's activities and construction shall be kept. b. The Consultant will perform construction observation services during periods when the Contractor is working on site in accord with its written schedule and any variations of the schedule. It is expected that the time commitment to site observation will be as follows: 1) During general construction operations (grading, utilities, etc.) the Consultant shall provide periodic observation on site (10 hours per week) generally divided evenly by day. It is estimated that there will be twenty -one weeks of general construction for an estimated total of 210 hours. 2) During construction operations of paving and specific building improvements for the lodge, the Consultant shall provide full time observation on site. It is estimated that there will be 30 working days of this type of construction for a total of 240 hours. 3) If the contractor's working days extend beyond the expected days described above, the Consultant has the opportunity to request Additional Services from the City as described in section IV. Compensation for Services, item B. Additional Services of this agreement. C. The purpose of such construction observation is to insure the Phase 3 construction is performed according to the project's plans and specifications. If the consultant observes work being done that does not comply with said plans and specifications, consultant shall notify the City immediately and advise the contractor or sub - contractor of the same. TIME OF COMPLETION The Consultant shall complete the following phases of the Project in accordance with the schedule shown. A. Project Work Schedule (based on receiving a notice to proceed by early May): 1. Design and Construction Documents Completed August, 2011 2. Bids Received September, 2011 3. Construction Begins October, 2011 P:\Proposal\2011 \Iowa City \TTRA \Phase 3 \Consultant Agreement 4- 21- 11.docx -4- Ill. GENERAL TERMS A. The Consultant shall not commit any of the following employment practices and agrees to prohibit the following practices in any subcontracts. 1. To discharge or refuse to hire any individual because of their race, color, religion, sex, national origin, disability, age, marital status, gender identity, or sexual orientation. 2. To discriminate against any individual in terms, conditions, or privileges of employment because of their race, color, religion, sex, national origin, disability, age, marital status, gender identity, or sexual orientation. B. Should the City terminate this Agreement, the Consultant shall be paid for all work and services performed up to the time of termination. However, such sums shall not be greater than the "lump sum" amount listed in Section IV. The City may terminate this Agreement upon seven (7) calendar days' written notice to the Consultant. C. This Agreement shall be binding upon the successors and assigns of the parties hereto, provided that no assignment shall be without the written consent of all Parties to said Agreement. D. It is understood and agreed that the retention of the Consultant by the City for the purpose of the Project shall be as an independent contractor and shall be exclusive, but the Consultant shall have the right to employ such assistance as may be required for the performance of the Project. E. It is agreed by the City that all records and files pertaining to information needed by the Consultant for the project shall be available by said City upon reasonable request to the Consultant. The City agrees to furnish all reasonable assistance in the use of these records and files. F. It is further agreed that no Party to this Agreement shall perform contrary to any state, federal, or local law or any of the ordinances of the City of Iowa City, Iowa. G. At the request of the City, the Consultant shall attend meetings of the City Council relative to the work set forth in this Agreement. Any requests made by the City shall be given with reasonable notice to the Consultant to assure attendance. H. The Consultant agrees to furnish, upon termination of this Agreement and upon demand by the City, copies of all basic notes and sketches, charts, computations, and any other data prepared or obtained by the Consultant pursuant to this Agreement without cost, and without restrictions or limitation as to the use relative to specific projects covered under this Agreement. In such event, the Consultant shall not be liable for the City's use of such documents on other projects. The Consultant agrees to furnish all reports, specifications, and drawings, with the seal of a professional engineer affixed thereto or such seal as required by Iowa law. P:\Proposal\201 I \Iowa City \TTRA \Phase 3 \Consultant Agreement 4 -21 -1 l.docx -5- J. The City agrees to tender the Consultant all fees in a timely manner, excepting, however, that failure of the Consultant to satisfactorily perform in accordance with this Agreement shall constitute grounds for the City to withhold payment of the amount sufficient to properly complete the Project in accordance with this Agreement. K. Should any section of this Agreement be found invalid, it is agreed that the remaining portion shall be deemed severable from the invalid portion and continue in full force and effect. Original contract drawings shall become the property of the City. The Consultant shall be allowed to keep mylar reproducible copies for the Consultant's own filing use. M. Fees paid for securing approval of authorities having jurisdiction over the Project will be paid by the City. N. Upon signing this agreement, Consultant acknowledged that Section 362.5 of the Iowa Code prohibits a City officer or employee from having an interest in a contract with the City, and certifies that no employee or officer of the City, which includes members of the City Council and City boards and commissions, has an interest, either direct or indirect, in this agreement, that does not fall within the exceptions to said statutory provision enumerated in Section 362.5. O. The Consultant agrees at all times material to this Agreement to have and maintain professional liability insurance covering the Consultant's liability for the Consultant's negligent acts, errors and omissions to the City in the sum of $1,000,000. IV. COMPENSATION FOR SERVICES A. Consultant shall perform the Scope of Services for a fee not to exceed $312,200. Professional Fee 1. Preliminary Design $82,500 2. Final Design & Construction Documents $118,000 3. LEED Documentation $13,200 4. Construction Services $98,500 Total Phase 3 Professional Fee $312,200 B. ADDITIONAL SERVICES The City may request Additional Services from the Consultant not included in the Scope of Services as outlined. Additional Services may include, but are not limited to expanding the scope of the project and work to be completed; extending the time to complete the project through no fault of the Consultant; or requesting additional work items. Other possible Additional Services include construction staking, and additional P: \Proposal\201I \Iowa City \TTRA \Phase 3 \Consultant Agreement 4 -21 -1 l.docx MI meetings. Upon initiation of Additional Services, the Consultant will submit, in writing to the City, the estimated costs. Such costs will be based on the current hourly rates and fixed expenses per attached Standard Fee Schedule. V. MISCELLANEOUS A. All provisions of the Agreement shall be reconciled in accordance with the generally accepted standards of the Engineering Profession. B. It is further agreed that there are no other considerations or monies contingent upon or resulting from the execution of this Agreement, that it is the entire Agreement, and that no other monies or considerations have been solicited. FOR THE CITY r FOR THE CONSULTANT By: Matthew J. Hayek Title: Mayor Title: Date: g n i 1 ATTEST:��1 -� City "Clerk Date: Approved by: City Attorney's Office LI I n-i If/ Date P:\Proposal\2011 \Iowa City \TTRA \Phase 3 \Consultant Agreement 4 -21 -1 l.docx -7- SNYDER & ASSOCIATES 2011 -12 STANDARD FEE SCHEDULE Billing Classification /Level Billing Rate Professional Engineer, Structural Engineer, Landscape Architect, Land Surveyor, GIS, Environmental Scientist, Project Manager, Planner, Right-of-Way A ent, Graphic Desi ner Principal $157.00 - 167.00 /hour Senior $138.00 /hour VIII $131.00 /hour VII $124.00 /hour VI $120.00 /hour V $112.00 /hour IV $100.00 /hour III $92.00 our II $84.00 /hour 1 1 $70.00 /hour Technical Technicians- -CADD, Survey, Construction Observation Lead $100.00 /hour Senior $96.00 /hour VIII $90.00 /hour VII $81.00 /hour VI $73.00 /hour V $67.00 /hour IV $60.00 /hour III $51.00 /hour 11 $43.00 /hour 1 $38.00 /hour Administrative ' Clerical Administrative II $50.00 /hour Administrative I $42.00 /hour Reimbursables Mileage I current IRS standard rate 1-person robotic equipment (in addition to technical rate ) $25.00 1 /hour Outside Services As Invoiced P:\Proposal\201 Nowa City \TTRA \Phase 3 \Consultant Agreement 4 -21 -1 l.docx EXHIBIT A TERRYTRUEBLOOD RECREATION AREA - Phase III TERRY TRUEBLOOD RECREATION AREA IOWA CITY, IOWA PROJECT SUMMARY March 21, 2011 *includes LEED services 2010 Master Plan Phase I & 2 under contract Phase 3 Phase 4 2012) TOTAL Construction Budget $1,586,806 $2,568,170 $2,195,875 $6,350,851 (12.5 %) Design Fees $172,100 (10.8 %) $213,700 (8.3 %) * $165,000 (7.5 %) $5505 800 (8.7 %) Construction Services Fees $63.500 (4.0 %) $98,500 (3.8 %) 83,000 (3.8 %) $245,000 (3.8 %) *includes LEED services 2010 Master Plan Construction Costs Phase 1 $362,985 Phase 2 $1,223,821 Phase 3 $2,568,170 Phase 4 $2,195,875 TOTAL $6,350,851 P_\Proposa1\201 Nowa City\TTRAThase 3\Project Summary 3 -21 -1 l.docx r -4 CITY OF IOWA CIT 16 M E M 0 R Date: April 28, 2011 To: Tom Markus, City Manager From: Michael Moran, Parks & Recreation Director Re: TTRA Phase 3 Consulting Agreement Introduction: This resolution will contract the city with Snyder and Associates to design and develop Phase Three of the Terry Trueblood Recreation Area. History /Background: The development of the Terry Trueblood Recreation Area is a four phase design. We are currently in the second phase of construction. This agreement would begin the development of phase three which includes the park lodge and surrounding parking areas. Discussion: This phase is a continuing effort of developing the TTRA Park. This consultant agreement includes doing the administration of the Vision Iowa Grant and the Resource Enhancement and Protection (REAP) grant, LEED feasibility study for the building and construction observation for the phase work. Recommendation: Snyder and Associates has been instrumental in the development of the entire Park Master Plan. We have been satisfied with their work and would wish to continue on with the style and approach they have brought to the project. The Department recommends approval of this contract 1 41 Prepared by: Michael Moran, Parks & Recreation Director, 220 S. Gilbert St.., Iowa City, IA 52240 (319) 356 -5110 Resolution No. 11 -162 RESOLUTION AUTHORIZING THE EXPENDITURE OF ADDITIONAL FUNDS TO MEET OBLIGATIONS OF THE CITY OF IOWA CITY RECAT AGREEMENT 11- RECAT- 003 -TERRY TRUEBLOOD RECREATION AREA. WHEREAS, the City of Iowa City has secured a $1.6M Vision Iowa Grant for the Terry Trueblood Recreation Area on the condition that the City raise $400,000 for this project by May 12, 2011; and WHEREAS, the Iowa City Parks and Recreation Foundation has committed to raising this money, and although its efforts are on- going, to date it has raised $100,000; and WHEREAS, City Council committed $3,991,337 to this project in the 2011/12 Budget; and WHEREAS, although the Foundation remains committed to meeting its fundraising goals, the Vision Iowa Board requires that City Council commit to fulfilling any funding gap as a condition for the receipt of the grant funds; and WHEREAS, funds are available from Landfill Account 7500 - 000000 - 101405 to be loaned to the Parks and Recreation Department to pay for the shortfall in donations. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF IOWA CITY, IOWA; 1 . That the City is committed to filling any Parks and Recreation Board fundraising gap as necessary to fulfill the obligations of "City of Iowa City RECAT Agreement 1 1- RECAT- 003 -Terry Trueblood Recreation Area ". 2. The Director of Finance is hereby authorized and directed to establish a loan from the Iowa City Landfill to the Parks and Recreation Department Budget for up to $300,000. Passed and approved this 3rd day of May- 2011. MAYOR Approved by ATTEST: CITY ERK City Attorney's Office Resolution No. 11-162 Page 2 It was moved by Wright and seconded by Mims the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: x Bailey x Champion g Dickens Hayek X Mims x Wilburn g Wright CITY OF IOWA CIT 17 min A; C®��'`• MEMORANDU Date: April 26, 2011 To: Tom Markus, City Manager From: Michael Moran, Parks & Recreation Director Re: Vision Iowa Fundraising Guarantee Introduction: This resolution will guarantee to the Vision Iowa Board the fundraising monies needed to complete the grant if the Parks and Recreation Foundation is not successful in raising the necessary funding. History /Background: The City of Iowa City received a Vision Iowa Grant for $1.6M with the stipulation to raise an additional $400,000 within 120 days of the contract signing, May 12, 2011. The Parks and Recreation Foundation underwent the task of raising this money as before with the first application process. Discussion: The Parks and Recreation Foundation have met twice monthly to assign contacts, make presentations and strategize in this fundraising effort. We have attached a sheet of contacts and results of this process. They are confident that the money will be raised but not within the 120 day deadline. In accordance with the contract the City must guarantee the gap in fundraising to secure the $1.6M grant. The Foundation will continue to fundraise until the entire amount is collected for this project. Recommendation: The Department recommends the approval of this resolution in order to accept the Vision Iowa Grant and to complete the project. U0- U3 -1'I -0 4::�, ®4 CITY OF IOWA CIT 18 =Alk MEMORANDUM Date: April 26, 2011 To: City Council From: Jeff Davidson, Director of Planning and Community Development Re: Agreement for redevelopment of 118 East College Street On the agenda of your May 3, 2011 City Council meeting is a redevelopment agreement with the owner of the property at 118 East College Street. Attached is a memorandum to the City Council Economic Development Committee which explains the project. This matter was discussed by the Economic Development Committee at their meeting on April 19, 2011. On a vote of 3 -0, it is recommended to you for approval. Staff will be present at your May 2 work session to discuss the project and answer any questions. cc: Tom Markus Wendy Ford ppddidmem/ 118college042511. doc Prepared by: Jeff Davidson, PCD, 410 E. Washington St., Iowa City, IA 52240 (319) 356 -5232 RESOLUTION NO. 11-163 RESOLUTION AUTHORIZING THE MAYOR TO SIGN AND THE CITY CLERK TO ATTEST AN AGREEMENT FOR THE IMPROVEMENT OF LAND FOR PRIVATE REDEVELOPMENT BY AND BETWEEN THE CITY OF IOWA CITY, IOWA AND MARC MOEN FOR 118 EAST COLLEGE STREET WHEREAS, in furtherance of the objectives of the Urban Renewal Act, the City has undertaken a program for the clearance and reconstruction or rehabilitation of certain areas in the City and has undertaken an economic development area in the Central Business District; and WHEREAS, consistent with the objectives of the Urban Renewal Plan for the Central Business District, the City Council has stated a goal of converting downtown bar spaces to retail and office uses; and WHEREAS, the City has received a proposal from Marc Moen (the Redeveloper), in the form of a proposed Agreement for the Improvement of Land for Private Redevelopment (the "Agreement ") by and between the City and the Redeveloper, pursuant to which, among other things, the Redeveloper would agree to construct and operate certain Minimum Improvements (as defined in the Agreement) on real property located at 118 East College Street, which will consist of retail and class "A" office space and require an investment of approximately $2 million; and WHEREAS, the City has agreed to provide an economic development grant in the amount of $250,000 as a portion of the redevelopment expense, with the agreement requiring the Redeveloper to convert the former large bar space into retail and office uses and not establish an eating and drinking establishment, restaurant or residential use for the duration of the eight (8) year life of the TIF project; and WHEREAS, the Redeveloper has also agreed to enter into a Minimum Assessment Agreement in the amount of $1.56 million over an eight (8) year period or until the economic development grant funds are retired by the tax increments derived from the improvements to the property; and WHEREAS, the City Council has determined that the Project is in the best interests of the City and the residents thereof, is a public undertaking, and is also consistent with and authorized by the Urban Renewal Plan and all applicable State and federal laws, including but not limited to Iowa Code Chapters 15A and 403. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: *Funds for this economic development grant are available in the 118 East College Street Redevelopment TIF Fund, account #2603- 457218 - 448020. That the performance by the City of its obligations under the Agreement for the Improvement of Land for Private Redevelopment by and between the City of Iowa City, Iowa and Marc Moen for the redevelopment of the property in downtown Iowa City known as 118 East College Street, including but not limited to the making of an economic development grant to the Developer in connection with the redevelopment of the Redevelopment Property under the terms set forth in the Agreement, be and is hereby Resolution No. 1]-161 Page 2 declared to be a public undertaking and purpose and in furtherance of the Plan and the Urban Renewal Law and, further, that the Agreement and the City's performance thereunder is in furtherance of appropriate economic development activities and objectives of the City within the meaning of Chapters 403A and 15A of the Iowa Code. 2. That the form and content of the Agreement, the provisions of which are incorporated herein by reference, be and the same hereby are in all respects authorized, approved and confirmed, and the Mayor and the Mayor Pro Tern and the City Clerk and the Deputy City Clerk be and they hereby are authorized, empowered and directed to execute, attest, seal and deliver the Agreement for and on behalf of the City in substantially the form and content now before this meeting, but with such changes, modifications, additions or deletions therein as shall be approved by such officers, and that from and after the execution and delivery of the Agreement, the Mayor and the Mayor Pro Tern and the City Clerk and the Deputy City Clerk are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Agreement as executed. Passed and approved this 3rd day of May , 201_- MAYOR ATTEST: CITY RK ppddir /res/118 ECollege- TIF.doc Ap oved by City Atto ey's Of �"- �- Z�. -tall Resolution No. 11 -163 Page 3 It was moved by ' Mims adopted, and upon roll call there were: AYES: x x x x x x x wpdata/glossary/resolution - ic.doc and seconded by Bailey the Resolution be NAYS: ABSENT: Bailey Champion Dickens Hayek Mims Wilburn Wright AGREEMENT FOR THE IMPROVEMENT OF LAND FOR PRIVATE REDEVELOPMENT By and Between THE CITY OF IOWA CITY, IOWA, and MARC MOEN INTRODUCTION THIS AGREEMENT FOR IMPROVEMENT OF LAND FOR PRIVATE REDEVELOPMENT is by and between the City of Iowa City, Iowa, a municipality ( "City "), established pursuant to the Code of Iowa of the State of Iowa and acting under the authorization of Iowa Code Chapter 403 (2009), as amended, ( "Urban Renewal Act ") and Marc Moen, (hereinafter referred to as "Redeveloper "), having an office for the transaction of business at 105 E. College Street, Iowa City, Iowa. This agreement outlines the terms and conditions, and the relative rights and responsibilities of the City and the Redeveloper for the redevelopment of the property in downtown Iowa City known as 118 E. College Street, an urban renewal parcel. WITNESSETH: WHEREAS, in furtherance of the objectives of the Urban Renewal Act, the City has undertaken a program for the clearance and reconstruction or rehabilitation of certain areas in the City and has undertaken an economic development area in the City; and WHEREAS, on October 2, 1969, the Iowa City City Council adopted Resolution No. 2157 approving the City- University Project I Urban Renewal Plan (Project No. IA R -14), (the "Urban Renewal Plan "), which plan has been modified and amended from time to time; WHEREAS, said Plan was adopted for the Central Business District ( "Project Area ") which includes the property locally known as 118 E. College Street and legally described on Exhibit "A "; and WHEREAS, a copy of the Urban Renewal Plan as constituted on the date of this Agreement has been recorded among the land records in the office of the Recorder of Johnson County, Iowa; and WHEREAS, such Urban Renewal Plan pen-nits the City to respond to development opportunities as and when they may appear; and WHEREAS, the Redeveloper has submitted a private redevelopment proposal for the property addressed as 118 E. College Street, which proposal consists of redeveloping and rehabilitating said property to include an significant investment in construction and property acquisition costs, consisting of the construction and installation of class A office space and /or retail space on the upper floor, installation of an elevator for accessibility and specified commercial /retail space, which shall not include eating, drinking or liquor establishments or residential uses, all as shown on the description of Minimum 4nproveraents and Uses, attached as Exhibit "B "; and WHEREAS, the City has determined the Project is consistent with and authorized by the Urban Renewal Plan and all applicable State and federal laws, including but not limited to Iowa Code Chapters 15A and 403; and WHEREAS, as part of the Project the City has offered to provide an economic development grant consisting of an eight (8) year forgivable loan pursuant to the terms outlined herein; and WHEREAS, the Redeveloper is willing to cause the Property to be redeveloped for and in accordance with the uses specified in the Urban Renewal Plan and in accordance with this Agreement by constructing the Project and incorporating the uses outlined in this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: PART I Section 1. Construction and Uses. The Redeveloper's rehabilitation and redevelopment of the property located at 118 E. College Street, Iowa City, Iowa will include significant investment in property acquisition and construction costs and consist of a structure to include construction and installation of class A office and/or retail space on the upper floor, installation of an elevator for accessibility and specified commercial /retail space, which property shall not be used for an "eating and drinking establishment ", "restaurant" or "residential use ", whether accessory, permitted or principal, as defined by the Iowa City zoning code, with all related site improvements, all as shown on the description of Minimum Improvements and Uses, attached hereto as Exhibit `B ". Section 2. Representations and Warranties of Redeveloper. The Redeveloper makes the following representations and warranties: (1) The Redeveloper has the power to enter into this Agreement and to perform its obligations hereunder, and is not in violation of any provisions of any agreements or the laws of the State of Iowa. (2) The Redeveloper has the full power and authority to execute this Agreement and this Agreement shall constitute the legal, valid and binding obligation of the Redeveloper in accordance with its terms, and the consent of no other party is required for the execution and delivery of this Agreement by the Redeveloper or the consummation of the transaction contemplated hereby. (3) The making and performance of this Agreement by the Redeveloper and the execution and delivery of the documents to be delivered by the Redeveloper pursuant hereto have been duly authorized by all necessary action of the Redeveloper, and this Agreement and such documents will be valid and binding obligations of the Redeveloper enforceable in accordance with their terms. (4) The Redeveloper will cause the Minimum Improvements to be constructed, operated and maintained in accordance with the terms of this Agreement, the Urban Renewal Plan and all local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations), except for minor variances necessary to construct the Minimum Improvements contained in any Construction Plans approved by the City. (5) The Redeveloper will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. The Redeveloper's Architect will work with the City's staff Design Review Committee on the final designs of the project. The Design Review Committee will ultimately approve or disapprove the exterior design of the building. This agreement is contingent on the Redeveloper's Architect and the City's staff Design Review Committee reaching agreement on the exterior design of the building. (6) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a breach of, the terms, conditions or provisions of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Redeveloper is now a party or by which it is bound, nor do they constitute a default under any of the foregoing. (7) The Redeveloper will spend enough in construction of the Minimum Improvements, when combined with the value of the Property and related site improvements, to equal or exceed the Assessor's Minimum Actual Value set forth in Section 6 of Part I and Exhibit D of this Agreement. The Redeveloper estimates that the Assessor's Minimum Actual Value set forth in Section 6 of Part I and Exhibit D of this Agreement is a reasonable estimate of the actual value for ad valorem tax purposes. (8) The Redeveloper has not received any notice from any local, state or federal official that the activities of the Redeveloper with respect to the Property may or will be in violation of any environmental law or regulation (other than those notices, if any, of which the City has been notified). The Redeveloper is not aware of any State or federal claim filed or planned to be filed by any party relating to any violation of any local, State or federal environmental law, regulation or review procedure, and the Redeveloper is not aware of any violation of any local, State or federal law, regulation or review procedure which would give any person a valid claim under any State or federal environmental statute. (9) The financing commitments which the Redeveloper will proceed with due diligence to obtain to finance construction of the Minimum Improvements will be sufficient to enable the Redeveloper to successfully complete the Minimum Improvements as contemplated in this Agreement. Redeveloper will obtain all financing commitments, together with equity commitments, necessary for the construction of the Minimum Improvements by July 1, 2011, and provide a copy of such commitments to the City by such date. This agreement is contingent upon Redeveloper obtaining financing upon terms and conditions satisfactory to Redeveloper. In the event such financing is not obtained by Redeveloper by July 1, 2011, Redeveloper shall have the right to tenninate this agreement. (10) The Redeveloper will cooperate fully with the City and the owner of the property contiguous to the subject Property in resolution of any traffic, parking, trash removal, public safety or any other problems which may arise in connection with the construction and operation of the Minimum Improvements. (11) The Redeveloper will maintain, preserve and keep its properties (whether owned in fee or a leasehold interest), including but not limited to the Minimum Improvements, in good repair and working order, ordinary wear and tear excepted, and from time to time will make all necessary repairs, replacements, renewals and additions. (12) The Redeveloper will keep at all times proper books of record and account in which full, true and correct entries will be made of all dealings and transactions of or in relation to the business and affairs of the Redeveloper in accordance with generally accepted accounting principles, consistently applied throughout the period involved, and the Redeveloper will provide reasonable protection against loss or damage to such books of record and account. (13) To assist the City in monitoring and performance of the Redeveloper hereunder, a duly authorized officer of the Redeveloper shall annually provide to the City: (a) a written statement from the County Auditor showing the amount of Tax Increments in respect of the Minimum Improvements (excluding increases in assessed or actual value due to market factors) for the following fiscal year; (b) proof that all ad valorem taxes on the Development Property have been paid for the prior fiscal year; and (c) certification that such officer has re- examined the terms and provisions of this Agreement and that at the date of such certificate, and during the preceding twelve (12) months, the Redeveloper is not, or was not, in default in the fulfillment of any of the terms and conditions of this Agreement and that no Event of Default (or event which, with the lapse of time or the giving of notice, or both, would become an Event of Default) is occurring or has occurred as of the date of such certificate or during such period, or if the signer is aware of any such default or event of default, said officer shall disclose in such statement the nature thereof, its period of existence and what action, if any, has been taken or is proposed to be taken with respect thereto. Such statement, proof and certificate shall be provided not later than November 1 of each year, commencing November 1, 2013, and ending on November 1, 2020, both dates inclusive. Upon certification by the Developer on or before November 1, 2013, the City will certify to establish a base value as of January 1, 2011. Section 3. Time for Commencement and Completion of Minimum Improvements. The construction of the Project and Minimum Improvements referred to in Section 1 of Part I hereof shall commence not later than November 1, 2011, and with the possible exception of the final buildout, shall be completed on or before November 1, 2012. Section 4. Time for Certain Other Actions. (a) Progress Reports and Time for Submission of Construction Drawings Redeveloper will keep the City infonned regarding the status of the project by responding to inquiries from representatives of the City and furnishing progress reports as reasonably requested. No formal response will be required from the City to these progress reports, however, the City will alert Redeveloper of any code violations or other design issues that would impact the acceptance of the Minimum Improvements and/or issuance of the certificate of completion. (b) Time for Submission of Evidence of Financing Ability. On or before July 1, 2011, the Redeveloper shall submit to the City evidence satisfactory to the City that the Redeveloper has the financial ability and commitments for construction and mortgage financing necessary for construction of the Minimum Improvements, as provided in Section 12 of Part II hereof. Section 5. Conditions Precedent to Disbursement of Economic Development Grant. The City's obligation to provide the Redeveloper with the economic development grant shall be subject to satisfaction of the following conditions precedent: (a) The Redeveloper and the City shall be in material compliance with all the terms and provisions of this Agreement; (b) The Redeveloper shall have submitted to the City Construction Plans for the Project, and such Construction Plans shall have been approved by the City, including certification that the plans are in compliance with the Urban Renewal Plan and any other requirement of this agreement. The Construction Plans will, among other things, contain specifics for the Class A office space, elevator and commercial /retail space referred to on Exhibit B, with the exception of final buildout. (c) The Redeveloper shall have furnished the City with evidence, in a form satisfactory to the City (such as a letter of commitment from a bank or other lending institution), that the Redeveloper has finn commitments for financing for property acquisition and construction for the Project in an amount sufficient, together with equity commitments, to complete the Project in conformance with the Construction Plans, or the City shall have received such other evidence of the Redeveloper's financial ability as in the reasonable judgment of the City is required; (d) Execution of a Minimum Assessment Agreement by the City, the City Assessor and the Redeveloper pursuant to Section 6 of Part I and Exhibit D of this Agreement; (e) Receipt of an opinion of counsel to the Redeveloper in the form attached hereto as Exhibit F. (f) Agreement of the Redeveloper's architect and the City's staff Design Review Conunittee on the exterior design of the building. If such agreement is not reached, Redeveloper has the right, at its option, to terminate this Agreement. Section 6. Minimum Assessment Agreement. The Redeveloper acknowledges and agrees that the economic development grant to the Redeveloper provided for in Section 9 of Part II of this Agreement contemplates that sufficient property tax revenues will be generated from the Project within the Central Business District Urban Renewal Area and will be sufficient to repay the cost of the economic development grant referred to in Section 9 of Part II of this Agreement. In order to induce the City to make such grant, Redeveloper agrees to enter into a Minimum Assessment Agreement to establish a Minimum Actual Value for the land and Minimum Improvements for this Project in substantial conformance with Exhibit D. The Redeveloper acknowledges and agrees that it will pay when due all taxes and assessments, general or special, and all other charges whatsoever levied upon or assessed or placed against the Property and Minimum Improvements thereon, and further agrees that prior to final retirement of all internal loans or other obligations issued by the City to finance its costs of the Project: (a) it or its lessees, will not seek administrative or judicial review of the applicability of any tax statute determined by any official to be applicable to the Property, the Redeveloper or its lessees, or raise the inapplicability of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; (b) it, or its lessees, will not seek administrative or judicial review of the constitutionality of any tax statute determined by any official to be applicable to the Property, or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; (c) it will not cause a reduction in the taxable valuation upon which real property taxes are paid with respect to the Project, which consists of a multi -use structure generally consistent with the minimum improvements and uses shown on Exhibit "C ", below the amount of $1,560,000 after taking into consideration any factors such as "roll- backs" which would reduce the taxable value of the property as of January 1, 2013, ( "Minimum Actual Value ") through: (i) willful destruction of the Property or any part thereof, (ii) a request to the City Assessor of Iowa City, Iowa to reduce the Minimum Actual Value of the Property below the amount noted above; (iii) an appeal to the board of review of the City of Iowa City or to the board of review of Johnson County to reduce the Minimum Actual Value of the Property below the amount noted above; (iv) a petition to the board of review of the State of Iowa, to the Iowa State Property Assessment Appeal Board or to the Director of Revenue and Finance of the State of Iowa to reduce the Minimum Actual Value of the Property below the amount noted above; (v) an action in any District Court of the State of Iowa seeking a reduction in the Minimum Actual Value of the Property below the amount noted above; (vi) an application to the Director of Revenue and Finance of the State of Iowa requesting an abatement of real property taxes pursuant to any present or future statute or ordinance; (vii) any other proceedings, whether administrative, legal or equitable, with any administrative body within the City of Iowa City, Johnson County, or the State of Iowa or within any court of the State of Iowa or the federal government. The Redeveloper or it lessees shall not, prior to the retirement of any internal loans or other obligations issued by the City to finance its costs of Contribution to the Project, as outlined in Section 9 of Part II hereof, cause or voluntarily permit the Property to become other than taxable property (except as permitted herein), to be taxable at an amount less than the Minimum Actual Value noted above, to be owned by a utility or any other entity of a type where the assessed value of taxable property of such entity is not treated as located within the Project Area in its entirety, to be owned by any entity having tax exempt status, or apply for a deferral of property tax on the Property pursuant to any present or future statute or ordinance. Nothing contained herein is intended to, and shall not be construed to, in any way limit Redeveloper's right to lease space in the Project at any time subject to the terins of this Agreement and the applicable Minimum Assessment Agreement. The Redeveloper and its lessees agree that they are bound by the applicable Minimum Assessment Agreement attached as Exhibit D, fixing the Minimum Actual Value of the Project as approved by the Assessor and the City as set forth herein. The Redeveloper recognizes that the grant to the Redeveloper pursuant to this Agreement is conditional upon sufficient property taxes being generated by this Project to repay the costs of the internal, inter - departmental loan issued to make such grant. The City will need property taxes from the Project in the amounts and at the times set forth in the applicable Minimum Assessment Agreement. If for any reason the property taxes are less than the amount set forth on Exhibit D for any fiscal year, the assessor shall increase the assessed value of the Project for the next fiscal year in an amount to cover such property tax deficiency. The Redeveloper agrees that no portion of the Project will be used for an "eating and drinking establishment ", "restaurant" or "residential use ", whether accessory, permitted or principal, as defined by the Iowa City zoning code, including all related site improvements. The Minimum Actual Value herein established shall be of no further force and effect and the Minimum Assessment Agreements shall terminate when the internal, inter- departmental loan is forgiven per the terms of this agreement or when the internal, inter- departmental loan is paid off, whichever is earlier. If prior to the expiration of the Minimum Assessment Agreement for the Project, the property tax revenue from the Project exceeds the amount of cash necessary to repay the cost of the internal loan as set forth herein, then the Redeveloper may take advantage of any methods for challenging the assessment of the subject property. Nothing herein shall be deemed to waive the Redeveloper's rights, under Iowa Code section 403.6(19) (2009), as amended, to contest that portion of any actual value assignment made by the Assessor in excess of the Minimum Actual Value established herein, but only if -the Minimum Actual Value of the Property is not affected in any way, reduced in any amount or sought to be reduced as a result of any such action. The Minimum Assessment Agreement shall be certified by the Assessor for the City as provided in Iowa Code Section 403.6(19) and shall be filed for record in the office of the County Recorder of the County, and such filing shall constitute notice to any subsequent encumbrancer or purchaser of the Property (or part thereof), whether voluntary or involuntary, and such Minimum Assessment Agreement shall be binding and enforceable in its entirety against any such subsequent purchaser or encumbrancer, including the holder of any First Mortgage. If, for any reason, the Minimum Assessment Agreement is held to be invalid or unenforceable for any reason whether in whole or in part and the property tax revenue generated by the Project is insufficient to retire the internal, inter - departmental loan, the Redeveloper agrees to snake a contractual payment to the City in the amount of the difference between the amount of the property tax revenue from the Project and the yearly forgiveable portion of the economic development grant. Section 7 Notices and Demands A notice, demand or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally, and (a) In the case of the Redeveloper, is addressed or delivered personally to the Redeveloper at 221 E. College Street, #1301 Iowa City, Iowa 52240, Attn: Marc Moen; and (b) In the case of the City, is addressed to or delivered personally to the City Manager at the Iowa City City Hall, 410 E. Washington St, Iowa City, Iowa, 52240, or at such other address with respect to either party as that party may from time to time designate in writing and forward to the other as provided in this Section. Section 8. Counterparts. The Agreement may be executed in multiple counterparts, each of which shall constitute one and the same instrument. PART II ARTICLE I. CITY CONTRIBUTION TO PROJECT Section 9. Contribution by City. The City agrees to the following contribution in connection with the Project: (a) Subject to any authorization required by state, local and/or federal law, the City agrees to structure an internal, inter - department loan in the amount of $250,000 to fund an economic development grant to the Redeveloper and to finance the Project as outlined below, provided however, that the City may, in its sole discretion, fund such grant in whole or in part through any other means available to the City. (b) Subject to authorization as set forth above, the City will snake an economic development grant for property acquisition and construction for the use by the Redeveloper in the amount of $250,000. The grant funds shall be released to the Redeveloper upon Redeveloper's compliance with the Conditions Precedent to Disbursement of Economic Development Grant as outlined in paragraph 5 of Part I. (c) For each full year, from November 1 to the following November 1, after the filing of the Certificate of Completion for the construction of the Minimum Improvements, the Redeveloper operates said improvements in accordance with the terms, conditions and covenants outlined in this Agreement, the City will forgive and forego the repayment of $31,250 of the economic development grant. Should the Redeveloper fail to comply with any of the terms, conditions and covenants outlined in this Agreement, the City may declare a default in accordance with the provisions of Article VII and exercise all remedies available under said Article, including recapture of the economic development grant as outlined in Section 31. ARTICLE II. CONSTRUCTION PLANS; CONSTRUCTION OF IMPROVEMENTS; CERTIFICATE OF COMPLETION Section 10. Plans for Construction of Improvements. Plans and specifications with respect to the redevelopment of the Property and the construction of certain improvements thereon, to consist of a structure generally consistent with the redevelopment proposal shown on Exhibit "B" and as outlined in Section 1, Part I above, (hereinafter "Minimum Improvements "), shall be in conformity with the Urban Renewal Plan and this Agreement, and all applicable Federal, State and local laws and regulations. As promptly as possible after the date of this Agreement, and, in any event, no later than September 1, 2011, the Redeveloper shall submit to the City, for approval by the City Departments of Planning, Public Works and Housing and Inspection Services, or their designee(s), plans, drawings, specifications, and related documents, and the proposed construction schedule (which plans, drawings, specifications, related documents, and progress schedule, together with any and all changes therein that may thereafter be made and submitted to the City as herein provided, are, except as otherwise clearly indicated by the context, hereinafter collectively called "Construction Plans" with respect to the "Minimum Improvements" to be constructed for the development by the Redeveloper on the Property), in sufficient completeness and detail to show that such "Minimum Improvements" and construction thereof will be in accordance with the provisions of the Urban Renewal Plan, this Agreement, and all applicable codes, with the understanding that plans for final buildout may come after September 1, 2011. Consistent with regulatory procedures under City ordinance, the City will then, upon appropriate showing of compliance with the requirements of the previous sentence, issue the appropriate building permit(s). Failure by the City to identify a code deficiency during plan review does not, however, relieve the Redeveloper from any obligation to comply with all applicable code provisions. If the City so rejects the Construction Plans in whole or in part as not being in conformity with the Urban Renewal Plan, this Agreement, or all applicable codes, the Redeveloper shall submit new or corrected Construction Plans which are in conformity with the Urban Renewal Plan, this Agreement, and all applicable codes within the time specified under local regulatory ordinance. Provided, that in any event the Redeveloper shall submit Construction Plans which are in conformity with the requirements of the Urban Renewal Plan for the Project, this Agreement and all applicable codes, as determined by the City, no later than October 1, 2011. All work with respect to the "Minimum Improvements" to be constructed or provided by the Redeveloper on the Property shall be in conformity with the Construction Plans as approved by the City. The term "Minimum Improvements ", as used in this Agreement, shall be deemed to have reference to the "Minimum Improvements" as provided and specified in the Construction Plans as so approved and incorporated herein by Exhibit B. Section 11. Changes in Construction Plans. If the Redeveloper desires to make any substantial change in the Construction Plans after their approval by the City, the Redeveloper shall submit the proposed change to the City for its approval. If the Construction Plans, as modified by the proposed change, conform to the requirements of this Agreement with respect to such previously approved Construction Plans, the City shall approve the proposed change and notify the Redeveloper in writing of its approval. Such change in the Construction Plans shall, in any event, be deemed approved by the City unless rejection thereof, in whole or in part, by written notice thereof by the City to the Redeveloper, setting forth in detail the reasons therefore. Section 12. Evidence of Equity Capital and Mortgage Financing. As promptly as possible and, in any event, no later than the time specified therefore in Paragraph (c), Section 5 of Part I hereof, the Redeveloper shall submit to the City evidence satisfactory to the City that the Redeveloper has the financial ability to construct the "Minimum Improvements ". Section 13. Commencement and Completion of Construction of "Minimum Improvements ". The Redeveloper agrees for itself, its successors and assigns, and every successor in interest to the Property, or any part thereof, and each Deed, lease or other conveyance shall contain covenants on the part of the Redeveloper for itself and such successors and assigns, that the Redeveloper, and such successors and assigns, shall promptly begin and diligently prosecute to completion the redevelopment of the Property through the construction of the "Minimum Improvements" thereon, and that such construction shall in any event begin within the period specified in Section 5 of Part I hereof and be completed within the period specified in such Section 5, with the possible exception of final buildout. It is intended and agreed, and each Deed, lease or other conveyance shall so expressly provide, that such agreements and covenants shall be covenants running with the land and they shall, in any event, and without regard to technical classification or designation, legal or otherwise, and except only as otherwise specifically provided in this Agreement itself, be, to the fullest extent permitted by law and equity, binding for the benefit of the community and the City and enforceable by the City against the Redeveloper and its successors and assigns to or of the Property or any part thereof or any interest therein until the termination of this agreement as provided herein. Section 14. Notice of Delays. Until construction of the "Minimum Improvements" has been completed, the Redeveloper shall give prompt notice in writing to the City of any adverse development which would materially affect or delay the completion of such construction. Upon such notification and agreement by the City the completion date may be extended accordingly, the agreement to which shall not be unreasonably withheld by City. Section 15. Certificate of Completion. (a) Promptly after completion of the "Minimum Improvements" in accordance with those provisions of this Agreement relating solely to the obligations of the Redeveloper to construct the "Minimum Improvements" (including the dates for beginning and completion thereof), the City will furnish the Redeveloper with an appropriate instrument so certifying. Such certification by the City shall be a conclusive determination of satisfaction and termination of the agreements and covenants in this Agreement with respect to the obligations of the Redeveloper, and its successors and assigns, to construct the "Minimum Improvements ", including the dates for the beginning and completion thereof. Such certification and such detennination shall not constitute evidence of compliance with or satisfaction of any obligation of the Redeveloper to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance the "Minimum Improvements ", or any part thereof. (b) The certification provided for in this Section 15 shall be in such form as will enable it to be recorded in the proper office for the recordation of deeds and other instruments pertaining to the Property. If the City shall refuse or fail to provide any certification in accordance with the provisions of this Section, the City shall, within thirty (30) calendar days after written request for a certificate of completion by the Redeveloper, provide the Redeveloper with a written statement, indicating in adequate detail in what respects the Redeveloper has failed to complete the "Minimum Improvements" in accordance with the provisions of this Agreement, or is otherwise in default, and what measures or acts will be necessary, in the opinion of the City, for the Redeveloper to take or perform in order to obtain such certification. ARTICLE III. RESTRICTIONS UPON USE OF PROPERTY Section 16. Restrictions on Use. The Redeveloper agrees for itself, and its successors and assigns, and every successor in interest to the Property, or any part thereof, and each Deed, lease or other conveyance shall contain covenants on the part of the Redeveloper for itself, and such successors and assigns, that the Redeveloper and such successors and assigns, shall: (a) Devote the Property to, and only to and in accordance with, the uses specified in the Urban Renewal Plan and the uses specified in Section 1, Part I of this Agreement, including Exhibit `B ", until January 1, 2020; and (b) Not discriminate upon the basis of age, race, creed, color, disability, gender identity, marital status, sex, sexual orientation, religion or national origin in the sale, lease, rental or in the use or occupancy of the Property or any "Minimum Improvements" erected or to be erected thereon, or any part thereof. Section 17. Covenants; Binding Upon Successors in Interest• Period of Duration. It is intended and agreed, and each Deed, lease or other conveyance shall so expressly provide, that the agreements and covenants provided in Section 16 hereof shall be covenants running with the land and that they shall, in any event, and without regard to technical classification or designation, legal or otherwise, and except only as otherwise specifically provided in this Agreement, be binding, to the fullest extent permitted by law and equity, for the benefit and in favor of, and enforceable by, the City, its successors and assigns, the City and any successor in interest to the Property, or any part thereof, against the Redeveloper, its successors and assigns and every successor in interest to the Property, or any part thereof or any interest therein, and any party in possession or occupancy of the Property or any part thereof. It is further intended and agreed that the agreements and covenants provided in subdivision (a) and (b) of Section 16 hereof shall remain in effect until January 1, 2020: Provided, That such agreements and covenants shall be binding on the Redeveloper itself, each successor in interest to the Property, and every part thereof, and each party in possession or occupancy, respectively, only for such period as such successor or party shall have title to, or an interest in, or possession or occupancy of, the Property or any part thereof. The terms uses specified in the Urban Renewal Plan" and "land use" referring to the provisions of the Urban Renewal Plan, or similar language, in this Agreement shall include the land and all building, housing, and other requirements or restrictions of the Urban Renewal Plan pertaining to such land. Section 18. City Rights To Enforce Section. In amplification, and not in restriction of, the provisions of the preceding Section, it is intended and agreed that the City and its successors and assigns shall be deemed beneficiaries of the agreements and covenants provided in Section 16 hereof, both for and in its own right and also for the purposes of protecting the interests of the community and other parties, public or private, in whose favor or for whose benefit such agreements and covenants have been provided. Such agreements and covenants shall (and each Deed shall so state) run in favor of the City, until January 1, 2020, during which time such agreements and covenants shall be in force and effect, without regard to whether the City has at any time been, remains, or is an owner of any land or interest therein to or in favor of which such agreements and covenants relate. The City shall have the right, in the event of any breach of any such agreement or covenant, to exercise all the rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breach of agreement or covenant, to which it or any other beneficiaries of such agreement or covenant may be entitled, and shall be entitled to recover, in addition to its court costs, a reasonable attorney's fee to be fixed by the court, and such recovery shall include court costs and attorney's fees on appeal, if any. ARTICLE IV. PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER Section 19. Representation as to Redevelopment. The Redeveloper represents and agrees that its undertakings pursuant to this Agreement are and will be used for the purpose of redevelopment of the Property and not for speculation in land holding. The Redeveloper further recognizes: (a) the importance of the redevelopment of the Property to the general welfare of the community; (b) the substantial financing and other public aids that have been made available by law and by the City for the purpose of snaking such redevelopment possible; and (c) the fact that any act or transaction involving or resulting in a significant change in the ownership or with respect to the identity of the parties in control of the Redeveloper or the degree thereof, is for practical purposes a transfer or disposition of the Property then owned by the Redeveloper, and that the qualifications and identity of the Redeveloper are of particular concern to the community and the City. The Redeveloper recognizes that it is because of such qualifications and identity that the City is entering into this Agreement with the Redeveloper. Section 20. Prohibition Against Transfer of Property and Assignment of Agreement. For the foregoing reasons the Redeveloper represents and agrees for itself, and its successors and assigns, that: (a) the Redeveloper (except as so authorized) has not made or created, and that it will not, before completion of the Minimum Improvements and receipt of a Certificate of Completion pursuant to Section 15, make or create, or suffer to be made or created, any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to this Agreement or the Property, or any part thereof or any interest therein, or any contract or agreement to do any of the same, without the prior written approval of the City. (b) Notwithstanding the restrictions set forth in subparagraph (a) of this Section 20, the Redeveloper may: 1. Make such transfer or assignment only by way of security for, and only for, the purpose of obtaining financing necessary to enable the Redeveloper or its successor in interest to the Property, or any part thereof, to perform its obligations with respect to constructing the "Minimum Improvements" under this Agreement. 2. Lease space in the ordinary course of business for the purposes set forth in Exhibit B. 3. Sell retail or office condominium units in the Project at any time subject to the tenns of the Minimum Assessment Agreement. (c) The City shall be entitled to require, except as otherwise provided in subsection (b) of Section 20, as conditions to any such approval that: (1) Any proposed transferee shall have the qualifications and financial responsibility, as determined by the City, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Redeveloper (or, in the event the transfer is of or relates to part of the Property, such obligations to the extent that they relate to such part). (2) Any proposed transferee, by instrument in writing satisfactory to the City and in form recordable among the land records, shall, for itself and its successors and assigns, and expressly for the benefit of the City, have expressly assumed all of the obligations of the Redeveloper under this Agreement and agreed to be subject to all the conditions and restrictions to which the Redeveloper is subject (or, in the event the transfer is of or relates to part of the Property, such obligations, conditions, and restrictions to the extent that they relate to such part), Provided, That the fact that any transferee of, or any other successor in interest whatsoever to, the Property, or any part thereof, shall, whatever the reason, not have assumed such obligations or so agreed, shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the City) relieve or except such transferee or successor of or from such obligations, conditions, or restrictions, or deprive or limit the City of or with respect to any rights or remedies or controls with respect to the Property or the construction and operation of the "Minimum Improvements "; it being the intent of this, together with other provisions of this Agreement, that (to the fullest extent permitted by law and equity and excepting only in the manner and to the extent specifically provided otherwise in this Agreement) no transfer of or change with respect to ownership in the Property or any part thereof, or any interest therein, however consummated or occurring, and whether voluntary or involuntary, shall operate, legally or practically, to deprive or limit the City of or with respect to any rights or remedies or controls provided in or resulting from this Agreement with respect to the Property and the construction and operation of the "Minimum Improvements" that the City would have had, had there been no such transfer or change. (3) There shall be submitted to the City for review all instruments and other legal documents involved in effecting transfer; and if approved by the City, its approval shall be indicated to the Redeveloper in writing. (4) The consideration payable for the transfer by the transferee or on its behalf shall not exceed an amount representing the actual cost (including carrying charges) to the Redeveloper of the Property (or allocable to the part thereof or interest therein transferred) and the "Minimum Improvements ", if any, theretofore made thereon by it; it being the intent of this provision to preclude assignment of this Agreement or transfer of the Property (or any parts thereof) for profit prior to the completion of the "Minimum Improvements ", and to provide that in the event any such assignment or transfer is made (and is not cancelled), the City shall be entitled to recover from the Redeveloper the amount of the economic development grant expended, transferred and/or forgiven by the City, and such amount shall belong to and forthwith be paid to the City. (5) The Redeveloper and its transferee shall comply with such other conditions as the City may find desirable in order to achieve and safeguard the purposes of the Urban Renewal Act and the Urban Renewal Plan. Provided, That in the absence of a specific written agreement by the City to the contrary, no such transfer or approval by the City thereof shall be deemed to relieve the Redeveloper, or any other party bound in any way by this Agreement or otherwise, of its obligations with respect to the construction and operation of the "Minimum Improvements ", or from any of its other obligations under this Agreement. Section 21. Information as to Parties in Control. In order to assist in the effectuation of the purposes of this Article V and the statutory objectives generally, the Redeveloper agrees that during the period between execution of this Agreement and completion of the "Minimum Improvements" as certified by the City, the Redeveloper will promptly notify the City of any and all changes whatsoever with respect to the identity of the parties in control of the Redeveloper or, the degree thereof, of which it or any of its officers or members have been notified or otherwise have knowledge or information. Section 22. Status of Redeveloper; Transfer of Substantially All Assets. As security for the obligations of the Redeveloper under this Agreement, the Redeveloper represents and agrees that prior to January 1, 2020, the Redeveloper will maintain its existence and will not wind up or otherwise dispose of all or substantially all of its assets or assign its interest in this Agreement to any other party; provided that the Redeveloper may sell or otherwise transfer to a partnership, corporation or limited liability company organized under the laws of one of the United States, or an individual, all or substantially all of its assets as an entirety or assign its interest in this Agreement to any other party and thereafter wind up and be discharged from liability hereunder if (i) the transferee partnership, corporation, limited liability company or individual assumes in writing all of the obligations of the Redeveloper under this Agreement and the Minimum Assessment Agreement; and (ii) the City receives such new security from the successor Redeveloper to assure completion and operation of the "Minimum Improvements" during the term of this Agreement as the City deems necessary or desirable and receives such evidence as the City shall reasonably require, including an opinion of counsel, that this Agreement will remain in effect and will be enforceable against the existing Redeveloper upon a default by the successor Redeveloper with respect to completion and operation of the "Minimum Improvements ". ARTICLE VI. MORTGAGE FINANCING; RIGHTS OF MORTGAGEES Section 23. Limitation Upon Encumbrance of Propert y. Prior to the completion of the "Minimum Improvements ", as certified by the City, neither the Redeveloper nor any successor in interest to the Property or any part thereof shall engage in any financing or any other transaction creating any mortgage or other encumbrance or lien upon the Property, whether by express agreement or operation of law, or suffer any encumbrance or lien to be made on or attach to the Property, except for the purposes of obtaining funds only to the extent necessary for acquiring the Property and constructing the "Minimum Improvements ", including but not limited to engineering, development, legal and related Project costs (including costs of interior improvements, furnishings and fixtures). The Redeveloper (or successor in interest) shall notify the City in advance of any financing, secured by mortgage or other similar lien instrument, it proposes to enter into with respect to the Property, or any part thereof, and in any event it shall promptly notify the City of any encumbrance or lien that has been created on or attached to the Property, whether by voluntary act of the Redeveloper or otherwise. For the purposes of such mortgage financing as may be made pursuant to this Agreement, the Property may, at the option of the Redeveloper (or successor in interest), be divided into several parts or parcels, provided that such subdivision, in the opinion of the City, is not inconsistent with the purposes of the Official Urban Renewal Plan and this Agreement and is approved in writing by the City. Nothing herein is intended to, and should not be construed to, in any way limit Redeveloper from selling condominium units in the Project at any time or limit purchasers from placing mortgages on the condominium units subject to the terms of this Agreement and the Minimum Assessment Agreement. Section 24. Mortgage Holder Not Obligated To Construct. Notwithstanding any of the provisions of this Agreement, including but not limited to those which are or are intended to be covenants running with the land, the holder of any mortgage authorized by this Agreement (including any such holder who obtains title to the Property or any part thereof as a result of foreclosure proceedings, or action in lieu thereof, but not including (a) any other party who thereafter obtains title to the Property or such part from or through such holder or (b) any other purchaser at foreclosure sale other than the holder of the mortgage itself ) shall not be obligated by the provisions of this Agreement to construct, complete or operate the "Minimum Improvements" or to guarantee such construction, completion or operation; nor shall any covenant or any other provision in the Deed and/or lease be construed to so obligate such holder Provided, That nothing in this Section or any other Section or provision of this Agreement shall be deemed or construed to permit or authorize any such holder to devote the Property or any part thereof to any uses, or to construct any "Minimum Improvements" thereon, other than those uses or improvements provided or permitted in the Urban Renewal Plan and in this Agreement. Section 25. Copy of Notice of Default to Mortgagee. Whenever the City shall deliver any notice or demand to the Redeveloper with respect to any breach or default by the Redeveloper in its obligations or covenants under this Agreement, the City shall at the same time forward a copy of such notice or demand to each holder of any mortgage authorized by this Agreement at the last address of such holder shown in the records of the City. Section 26. Mortgagee's Option To Cure Defaults. After any breach or default referred to in Section 25 hereof, each such holder shall (insofar as the rights of the City are concerned) have the right, at its option, to cure or remedy such breach or default (or such breach or default to the extent that it relates to the part of the Property covered by its mortgage) and to add the cost thereof to the mortgage debt and the lien of its mortgage Provided, That if the breach or default is with respect to construction of the "Minimum Improvements ", nothing contained in this Section or any other Section of this Agreement shall be deemed to permit or authorize such holder, either before or after foreclosure or action in lieu thereof, to undertake or continue the construction or completion of the "Minimum Improvements" (beyond the extent necessary to conserve or protect "Minimum Improvements" or construction already made) without first having expressly assumed the obligation to the City, by written agreement satisfactory to the City, to complete, in the manner provided in this Agreement, the "Minimum Improvements" on the Property or the part thereof to which the lien or title of such holder relates. Any such holder who shall properly complete the "Minimum Improvements" relating to the Property or applicable part thereof shall be entitled, upon written request made to the City, to a certification or certifications by the City to such effect in the manner provided in Section 15 of this Agreement Section 27. Subordination and Modification for the Benefit of Mortgagees. (a) In order to facilitate the obtaining of financing for the construction of the "Minimum Improvements" by the Redeveloper, the City agrees to subordinate its rights under the Deed and this Agreement to the holder of the First Mortgage for the purposes described in this Agreement, but only provided that the First Mortgage or a subordination agreement provides that if the holder of the First Mortgage shall foreclose on the Development Property, the improvements thereon, or any portion thereof, or accept a deed to the Development Property in lieu of foreclosure, it shall consent to the Assessor's Minimum Market Value set forth in the Minimum Assessment Agreement. (b) In order to facilitate the obtaining of financing for the construction of the "Minimum Improvements ", the City agrees that it shall agree to any reasonable modification of this Article VI or waiver of its rights hereunder to accommodate the interests of the holder of the First Mortgage, provided, however, that the City determines, in its reasonable judgment, that any such modification(s) will adequately protect the legitimate interests and security of the City with respect to the Project and the Urban Renewal Plan. The City also agrees to consider such modification(s) of this Article VI with respect to other holders, and to agree to such modifications if the City deems such modification(s) necessary and reasonable. ARTICLE VII. REMEDIES Section 28. In General. Except as otherwise provided in this Agreement, in the event of any default or breach of this Agreement, or any of its terms or conditions, by either party herein, or any successor to such party, such party (or successor) shall, upon written notice from the other, proceed immediately to commence to cure or remedy such default or breach and shall complete such cure or remedy, within ninety (90) days after receipt of such notice. In case such action is not taken or not diligently pursued, or the defaulting or breaching party does not or cannot complete such cure or remedy within a reasonable time, the aggrieved party may institute such proceedings as may be necessary or desirable in its opinion to cure and remedy such default or breach, including, but not limited to, proceedings to compel specific performance by the party in default or breach of its obligations. Section 29. Termination by Redeveloper Prior to Grant Disbursement. In the event that Redeveloper is in compliance with all of the terms of this Agreement and the City does not tender the economic development grants as outlined herein, and any such failure shall not be cured within thirty (30) days after the date of written demand by the Redeveloper, then this Agreement shall, at the option of the Redeveloper, be terminated by written notice thereof to the City, and in the event Redeveloper elects to exercise its option to terminate neither the City nor the Redeveloper shall have any further rights against or liability to the other under this Agreement. Section 30. Termination by City Prior to Grant Disbursement. In the event that: (a) prior to the disbursement of the economic development grants outlined herein, and in violation of this Agreement (i) the Redeveloper (or any successor in interest) assigns or attempts to assign this Agreement or any rights therein in violation of Article V hereof, or (ii) there is any material change with respect to the identity of the parties in control of the Redeveloper or the degree thereof in violation of Article V hereof, or (b) the Redeveloper does not submit Construction Plans, as required by this Agreement, or (except as excused under Section 29 hereof) evidence that it has the necessary financial ability and commitments for construction and mortgage financing, in satisfactory form and in the manner and by the dates respectively provided in this Agreement therefore, or otherwise fails to satisfy any of the conditions precedent to disbursement of the economic development grant set forth in Section 5; or (c) the Redeveloper does not acquire or take title to the subject Property, and if any default or failure referred to in this Section shall not be cured within thirty (30) days after the date of written demand by the City; then this Agreement, and any rights of the Redeveloper, or any assignee or transferee, in this Agreement, or arising therefrom with respect to the City, shall, at the option of the City, be terminated by the City, in which event, neither the Redeveloper (or assignee or transferee) nor the City shall have any further rights against or liability to the other under this Agreement. Section 31. Other Rights and Remedies of City; No Waiver by Delay. The City shall have the right to institute such actions or proceedings as may be necessary to enforce the Redeveloper's covenants and obligations under this Agreement and to seek damages caused by a breach or default by the Redeveloper, including but not limited to attorney's fees. The City may also institute such actions or proceedings it may deem desirable for effectuating the purposes of this Article VII, provided that any delay by the City in instituting or prosecuting any such actions or proceedings or otherwise asserting its rights under this Article VII shall not operate as a waiver of such rights or to deprive it of or limit such rights in any way (it being the intent of this provision that the City should not be constrained (so as to avoid the risk of being deprived of or limited in the exercise of the remedy provided in this Section because of concepts of waiver, laches, or otherwise) to exercise such remedy at a time when it may still hope otherwise to resolve the problems created by the default involved); nor shall any waiver in fact made by the City with respect to any specific default by the Redeveloper under this Section be considered or treated as a waiver of the rights of the City with respect to any other defaults by the Redeveloper under this Section or with respect to the particular default except to the extent specifically waived in writing. Section 31. Recapture of Economic Development Grant. The grant to the Redeveloper under Section 9 hereof is expressly conditional upon the Property being built and operated for the purposes set forth in Exhibit B- Minimum Improvements and Uses and Section 16 herein. If Redeveloper fails to construct the Minimum Improvements in accordance with the timeline set forth herein, the Redeveloper agrees to refund to the City any and all economic development grants disbursed to the Redeveloper. If, after the City issues a Certificate of Completion to the Redeveloper, the Redeveloper fails to operate the Minimum Improvements in accordance with the terms, conditions and covenants of this Agreement, including Exhibit B- Minimum Improvements and Uses and Section 16 herein, the Redeveloper shall refund $31,250 for each year, or portion thereof, from November 1 to November 1, that said Minimum Improvements are not so operated; It being the intention of the parties that for each complete year, from November 1 to November 1, that the Minimum Improvements are constructed and operated in accordance with the terms, conditions and covenants of this Agreement, the City shall forgive $31,250 of said economic development grant, with the life of said agreement to span a total of eight (8) years from January 1, 2013 to January 1, 2020 (with the preceding November 1 certification dates (November 1, 2012 and November 1, 2019) as outlined in Section 9(c) inclusive). The total potential liability to the Redeveloper for non - compliance with this Agreement is, therefore, Two Hundred Fifty Thousand Dollars ($250,000). The City and Redeveloper agree that the foregoing provisions for recapture of the economic development grant are bona fide provisions for such and are not a penalty, as each party has an interest in securing the perfonnance of the other through economic incentives. Therefore, this provision for recapture of the economic development grant has been incorporated in the Agreement as a provision beneficial to both parties. Section 32. Enforced Delay in Performance for Causes Beyond Control of Part y. Performance by any party under this Agreement may be subject to unavoidable delays, outside the control of the party claiming its occurrence, which are the direct result of strikes, other labor troubles, unusually severe or prolonged bad weather, acts of God, fire or other casualty to the "Minimum Improvements ", litigation commenced by third parties, or acts of any federal, State or local governmental unit (other than the City) which directly result in such delays. Such delays shall constitute sufficient legal excuse for delayed performance under the terms of this Agreement. The party claiming unavoidable delay under this section shall give prompt written notice of same to the other party, outlining the bases upon which such delay meets the terms of this section. Section 33. Rights and Remedies Cumulative. The rights and remedies of the parties to this Agreement, whether provided by law or by this Agreement, shall be cumulative, and the exercise by either party of any one or more of such remedies shall not preclude the exercise by it, at the same or different times, of any other such remedies for the same default or breach or of any of its remedies for any other default or breach by the other party. No waiver made by either such party with respect to the performance, or manner or time thereof, or any obligation of the other party or any condition to its obligations under this Agreement shall be considered a waiver of any rights of the party making the waiver with respect to the particular obligation of the other party or condition to its own obligation beyond those expressly waived in writing and to the extent thereof, or a waiver in any respect in regard to any other rights of the party making the waiver or any other obligations of the other party. ARTICLE VIII. INSURANCE Section 34. Insurance Requirements. (a) Upon completion of construction of the Minimum Improvements and at all times prior to the Termination Date, the Redeveloper shall maintain, or cause to be maintained, at its cost and expense (and from time to time at the request of the City shall furnish proof of the payment of premiums on) insurance as follows: (i) Insurance against loss and /or damage to the Minimum Improvements under a policy or policies covering such risks as are ordinarily insured through property policies against risk by similar businesses, including (without limitation the generality of the foregoing) fire, extended coverage, vandalism and malicious mischief, explosion, water damage, demolition cost, debris removal, and collapse in an amount not less than the full insurable replacement value of the Minimum Improvements, but any such policy may have a deductible amount of not more than $250,000. No policy of insurance shall be so written that the proceeds thereof will produce less than the minimum coverage required by the preceding sentence, by reason of co- insurance provisions or otherwise, without the prior consent thereto in writing by the City. The term "full insurable replacement value" shall mean the actual replacement cost of the Minimum Improvements (excluding foundation and excavation costs and costs of underground flues, pipes, drains and other uninsurable items) and equipment, and shall be determined from time to time at the request of the City, but not more frequently than once every three years, by an insurance consultant or insurer selected and paid for by the Redeveloper and approved by the City. (ii) Comprehensive general public liability insurance, including personal injury liability for injuries to persons and/or property, including any injuries resulting from the operation of automobiles or other motorized vehicles on or about the Project Property, in the minimum amount for each occurrence and for each year of $1,000,000. (iii) Such other insurance, including worker's compensation insurance respecting all employees of the Redeveloper, in such amount as is customarily carried by like organizations engaged in like activities of comparable size and liability exposure; provided that the Developer may be self - insured with respect to all or any part of its liability for worker's compensation. (b) All insurance required by this Article to be provided prior to the Termination Date shall be taken out and maintained in responsible insurance companies selected by the Redeveloper which are authorized under the laws of the State of Iowa to assume the risks covered thereby. The Redeveloper will deposit annually with the City copies of policies evidencing all such insurance, or a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. Unless otherwise provided in this Article VIII, each policy shall contain a provision that the insurer shall not cancel or modify it without giving written notice to the Redeveloper and the City at least thirty (30) days before the cancellation or modification becomes effective. Not less than fifteen (15) days prior to the expiration of any policy, the Redeveloper shall furnish the City evidence satisfactory to the City that the policy has been renewed or replaced by another policy conforining to the provisions of this Article VIII, or that there is no necessity therefor under the terms hereof. In lieu of separate policies, the Redeveloper may maintain a single policy, or blanket or umbrella policies, or a combination thereof, which provide the total coverage required herein, in which event the Redeveloper shall deposit with the City a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Minimum Improvements. (c) The Redeveloper agrees to notify the City immediately in the case of damage exceeding $25,000 in amount to, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. Net Proceeds of any such insurance shall be paid directly to the Redeveloper, and the Redeveloper will forthwith repair, reconstruct and restore the Minimum Improvements to substantially the same or an improved condition or value as they existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, the Redeveloper will apply the Net Proceeds of any insurance relating to such damage received by the Redeveloper to the payinent or reimbursement of the costs thereof. (d) The Redeveloper shall complete the repair, reconstruction and restoration of the Minimum Improvements, whether or not the Net Proceeds of insurance received by the Redeveloper for such purposes are sufficient. ARTICLE VIII. MISCELLANEOUS Section 35. Conflict of Interest. Redeveloper agrees that, to its best knowledge and belief, no member, officer or employee of the City, or its designees or agents, nor any consultant or member of the governing body of the City, and no other public official of the City who exercises or has exercised any functions or responsibilities with respect to the Project during his or her tenure, or who is in a position to participate in a decision - making process or gain insider information with regard to the Project, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the Project, or in any activity, or benefit therefrom, which is part of this Project at any time during or after such persons tenure. Section 36. Non - Discrimination. In carrying out the Project, the Redeveloper shall not discriminate against any employee or applicant for employment because of race, creed, color, sex, national origin, gender identity, marital status, sexual orientation, religion, age or disability. The Redeveloper shall insure that applicants for employment are granted employment, and the employees are treated during employment, without regard to their age, race, creed, color, disability, gender identity, marital status, sex, sexual orientation, religion or national origin. Section 37. Titles of Articles and Sections. Any titles of the several parts, Articles, and Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 38. Memorandum of Agreement. The parties agree to execute and record a Memorandum of Agreement for Private Redevelopment, in substantially the fonn attached as Exhibit E to serve as notice to the public of the existence and provisions of this Agreement, and the rights and interests held by the City by virtue hereof. The Redeveloper shall pay all costs of recording. Section 39. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Iowa. Section 40. Entire Agreement. This Agreement and the exhibits hereto reflect the entire agreement between the parties regarding the subject matter hereof, and supersedes and replaces all prior agreements, negotiations or discussions, whether oral or written. This Agreement may not be amended except by a subsequent writing signed by all parties hereto. IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its name and behalf by its Mayor and its seal to be hereunto duly affixed and attested by its City Clerk, and the Redeveloper has caused this Agreement to be duly executed in its naive and behalf by its authorized representative, on or as of the day first above written. (SEAL) CITY OF IOWA CITY, IOWA By: Matthew J. Ha�y—er, Mayor C ATTEST: By: nth/ Maria—*. Karr, City Clerk STATE OF IOWA ) COUNTY OF JOHNSON ) On this 3 {� day of Macy 20 t 1 , before me a Notary Public in and for said County, personally appeared Matthew J. Hayek and Marian K. Karr, to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively of the City of Iowa City, Iowa, a Municipal Corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said Municipal Corporation, and that said instrument was signed and sealed on behalf of said Municipal Corporation by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. ars SONDRAE FORT -0 Commission Number 159791 My Commi Sion Expires iow an Ea STATE OF IOWA ) ) SS COUNTY OF JOHNSON ) 2n'&' c"- Fo`b Notary Public in and for the State of Iowa On this 6 ''� day of /y��} y , 20_Ll, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared Marc Moen, to me personally known, who being by me duly sworn, did say that he is the Redeveloper named above and the execution of the foregoing instrument is the voluntary act and deed of the Redeveloper, by it and by him voluntarily executed. T o,� DAVID J. POWERS Commission Number 225564 M Commission Expires WI y v Notary Public in and for the State of Iowa EXHIBIT A LEGAL DESCRIPTION OF REDEVELOPMENT (PROJECT) PROPERTY The west 40 feet of Lot 7 in Block 81, in Iowa City, Iowa, according to the recorded plat thereof, except that part of the wall on the east side of the building on said lot which was conveyed to Herman Laufer by Quit Claim Deed recorded in Book 74, Page 217, Deed Records of Johnson County, Iowa; subject to easement for use of stairway leading from College Street entrance on the southwest corner of said premises for the benefit of the second story of the two -story brick building adjoining said above described premises on the west; and subject to all party wall rights. EXHIBIT B MINIMUM IMPROVEMENTS AND USES "Minimum Improvements" shall mean the construction of a structure to include property acquisition costs and costs for construction and installation of class A office space and / or retail space on the upper floor, installation of an elevator for accessibility, new HVAC equipment and ducting, new roof, new exterior facade, and specified commercial/retail space, which property shall not be used for an "eating and drinking establishment ", "restaurant" or "residential use ", whether accessory, pennitted or principal, as defined by the Iowa City zoning code, with all related site improvements. Minimum Improvements shall not include increases in assessed or actual value due to market factors. EXHIBIT C CERTIFICATE OF COMPLETION WHEREAS, the City of Iowa City, Iowa (the "City ") and Marc Moen, having an office for the transaction of business at 105 E. College Street, Iowa City, Iowa (the "Developer "), did on or about the day of , 2011, snake, execute and deliver, each to the other, an Agreement for Improvement of Property for Private Redevelopment (the "Agreement "), wherein and whereby the Developer agreed, in accordance with the terms of the Agreement, to develop and maintain certain real property located within the City and as more particularly described as follows: The west 40 feet of Lot 7 in Block 81, in Iowa City, Iowa, according to the recorded plat thereof, except that part of the wall on the east side of the building on said lot which was conveyed to Herman Laufer by Quit Claim Deed recorded in Book 74, Page 217, Deed Records of Johnson County, Iowa; subject to easement for use of stairway leading from College Street entrance on the southwest corner of said premises for the benefit of the second story of the two -story brick building adjoining said above described premises on the west; and subject to all party wall rights. With the street address of.- 118 E. College Street, Iowa City, Iowa WHEREAS, the Agreement incorporated and contained certain covenants and restrictions with respect to the redevelopment of the Development Property, and obligated the Developer to construct certain Minimum Improvements (as defined therein) in accordance with the Agreement; and WHEREAS, the Developer has to the present date performed said covenants and conditions insofar as they relate to the construction of said Minimum Improvements in a manner deemed by the City to be in conformance with the approved building plans to permit the execution and recording of this certification. NOW, THEREFORE, pursuant to the terms of the Agreement, this is to certify that all covenants and conditions of the Agreement with respect to the obligations of the Developer, and its successors and assigns, to construct the Minimum Improvements on the Development Property have been completed and performed by the Developer and are hereby released absolutely and forever tenninated insofar as they apply to the land described herein. The County Recorder of Johnson County is hereby authorized to accept for recording and to record the filing of this instrument, to be a conclusive detennination of the satisfactory termination of the covenants and conditions of said Agreement with respect to the construction of the Minimum Improvements on the Development Property. All other provisions of the Agreement shall otherwise remain in full force and effect until termination as provided therein. CITY OF IOWA CITY, IOWA ATTEST: 10 Marian K. Karr, City Clerk STATE OF IOWA ) ) SS COUNTY OF JOHNSON ) Matthew J. Hayek, Mayor On this day of , 20_, before me a Notary Public in and for said County, personally appeared Matthew J. Hayek and Marian Karr, to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively of the City of Iowa City, Iowa, a Municipal Corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said Municipal Corporation, and that said instrument was signed and sealed on behalf of said Municipal Corporation by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. Notary Public in and for Johnson County, Iowa EXHIBIT D MINIMUM ASSESSMENT AGREEMENT THIS MINIMUM ASSESSMENT AGREEMENT, dated as of this day of , 200_, by and among the CITY OF IOWA CITY, IOWA, ( "City "), Marc Moen ('Redeveloper "), and the CITY ASSESSOR of the City of Iowa City, Iowa ( "Assessor "). WITNESSETH: WHEREAS, on or before the date hereof the City and Redeveloper have entered into an Agreement for the Improvement of Land for Private Development ( "Agreement ") regarding certain real property located in the City; and WHEREAS, it is contemplated that pursuant to said Agreement, the Redeveloper will undertake the development of an area ( "Project ") within the City and within the "Central Business District Urban Renewal Area "; and WHEREAS, the City is making a significant grant of funds to the Redeveloper which will allow the Redeveloper to construct the Project; and WHEREAS, the City will be reimbursed for such grant from the property tax revenues generated from the Project; and WHEREAS, pursuant to Iowa Code section 403.6 (2009), as amended, the City and the Redeveloper desire to establish a minimum actual value for the land to be conveyed by the City to the Redeveloper pursuant to the Agreement; and WHEREAS, the City and the Assessor have reviewed the preliminary plans and specifications for the "Minimum Improvements" which it is contemplated will be erected as a part of the development; NOW, THEREFORE, the parties to this Minimum Assessment Agreement, in consideration of the promises, covenants and agreements made by each other, do hereby agree as follows: I . As of January 1, 2013 a full assessment shall be made fixing the minimum actual taxable value for assessment purposes for the land and "Minimum Improvements" to be constructed thereon by the Redeveloper at not less than $1,560,000 after taking into consideration any factors such as "roll backs" which would reduce the taxable value of the property ( "Minimum Actual Value "). The parties hereto acknowledge and agree that construction of the "Minimum Improvements" will be substantially completed on or before November 1, 2012. 2. The Redeveloper recognizes that the grant to the Redeveloper pursuant to the Agreement is conditional upon sufficient property taxes being generated by this Project to repay the internal loan issued to snake such grant. The City will need property taxes from the Project in the amounts and at the times set forth in this Minimum Assessment Agreement. If for any reason the property taxes are less than the amount set forth within this agreement for any fiscal year, the assessor shall increase the assessed value of the Project for the next fiscal year in an amount to cover such property tax deficiency. 3. The Minimum Actual Value herein established shall be of no further force and effect and this Minimum Assessment Agreement shall terminate when the internal loan is paid off or the loan is forgiven per the terms of the agreement, whichever is earlier. If prior to the expiration of the Minimum Assessment Agreement for the Project, the property tax revenue from the Project exceeds the amount of cash necessary to repay the cost of the internal loan as set forth in Redevelopment Agreement, then the Redeveloper may take advantage of any methods for challenging the assessment of the subject property. Nothing herein shall be deemed to waive the Redeveloper's rights under Iowa Code section 403.6(19) (2009), as amended, to contest that portion of any actual value assignment made by the Assessor in excess of the Minimum Actual Value (as adjusted pursuant to paragraph 3 hereof) established herein. In no event, however, shall the Redeveloper seek to reduce the actual value assigned below the Minimum Actual Value (as adjusted pursuant to paragraph 3 hereof) established herein during the term of this Agreement. 4. This Minimum Assessment Agreement shall be promptly recorded by the Redeveloper with the Recorder of Johnson County, Iowa. The Redeveloper shall pay all costs of recording. 5. Neither the preambles nor provisions of this Minimum Assessment Agreement are intended to, or shall be construed as, modifying the terns of the Agreement for the Improvement of Land for Private Redevelopment between the City and Redeveloper. 6. This Minimum Assessment Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. (SEAL) CITY OF IOWA CITY, IOWA IC Matthew J. Hayek, Mayor ATTEST: LI-A Marian K. Karr, City Clerk REDEVELOPER Marc Moen STATE OF IOWA COUNTY OF JOHNSON On this day of , 2011, before me a Notary Public in and for said County, personally appeared Matthew J. Hayek and Marian K. Karr, to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively of the City of Iowa City, Iowa, a Municipal Corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said Municipal Corporation, and that said instrument was signed and sealed on behalf of said Municipal Corporation by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. Notary Public in and for the State of Iowa STATE OF IOWA ) ) SS COUNTY OF JOHNSON ) On this day of , 2011, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared Marc Moen, to me personally known, who being by me duly sworn, did say that he is the Redeveloper named above and the execution of the foregoing instrument is the voluntary act and deed of the Redeveloper, by it and by him voluntarily executed. Notary Public in and for the State of Iowa CERTIFICATION OF ASSESSOR The undersigned, having reviewed the plans and specifications for the "Minimum Improvements" to be constructed and the market value assigned to the land upon which the "Minimum Improvements" are to be constructed for the development, and being of the opinion that the minimum market value contained in the foregoing Minimum Assessment Agreement appears reasonable, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the property subject to the development, upon completion of "Minimum Improvements" to be made on it and in accordance with the Minimum Assessment Agreement, certifies that the actual value assigned to such land, building and equipment upon completion of the redevelopment shall not be less than One Million Five Hundred Sixty Thousand Dollars ($1,560,000) after taking into consideration any factors such as "roll- backs" which would reduce the taxable value of the property. Of this amount, Dollars ($ ) is determined to be the value of the land and Dollars ($ ) the value of the buildings thereon until termination of this Minimum Assessment Agreement pursuant to the terms hereof. Assessor for Iowa City, Iowa Date STATE OF IOWA COUNTY OF JOHNSON Subscribed and sworn to before me by Assessor for Iowa City, Iowa. Notary Public in and for Johnson County, Iowa Date EXHIBIT E MEMORANDUM OF AGREEMENT FOR PRIVATE REDEVELOPMENT WHEREAS, the City of Iowa City, Iowa (the "City ") and Marc Moen (the "Redeveloper "), did on or about the day of , 20 , make, execute and deliver an Agreement for The Improvement of Land for Private Redevelopment (the "Agreement ") , wherein and whereby the Redeveloper agreed, in accordance with the terms of the Agreement and the Iowa City Urban Renewal Plan (the "Plan "), to develop certain real property located within the City and within the Iowa City Area Urban Renewal Project Area and as more particularly described as follows: The west 40 feet of Lot 7 in Block 81, in Iowa City, Iowa, according to the recorded plat thereof,except that part of the wall on the east side of the building on said lot which was conveyed to Herman Laufer by Quit Claim Deed recorded in Book 74, Page 217, Deed Records of Johnson County, Iowa; subject to easement for use of stairway leading from College Street entrance on the southwest corner of said premises for the benefit of the second story of the two -story brick building adjoining said above described premises on the west; and subject to all party wall rights. With the street address of.- 118 E. College Street, Iowa City, Iowa (the "Property "); and WHEREAS, the term of this Agreement shall commence on the day of 2011 and terminate on the Ist day of January, 2020, unless otherwise terminated as set forth in the Agreement; and WHEREAS, the City, and the Redeveloper desire to record a Memorandum of the Agreement referring to the Redevelopment Property and their respective interests therein. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. That the recording of this Memorandum of Agreement for The Improvement of Land for Private Redevelopment shall serve as notice to the public that the Agreement contains provisions restricting Redevelopment and use of the Redevelopment Property and the improvements located and operated on such Redevelopment Property, and further subjects the Redevelopment Property to a Minimum Assessment Agreement entered into under the authority of Iowa Code Chapter 403, in which the City and the Redeveloper (and any successors or assigns) agree that the minimum actual value of the Redevelopment Property and all improvements located thereof for calculation of real property taxes shall be not less than One Million Five Hundred Sixty Thousand Dollars ($1,560,00) as of January 1, 2013 after taking into consideration any factors such as "roll- backs" which would reduce the taxable value of the property. 2. That all of the provisions of the Agreement and any subsequent amendments thereto, if any, even though not set forth herein, are by the filing of this Memorandum of Agreement for The Improvement of Land for Private Redevelopment made a part hereof by reference, and that anyone making any claim against any of said Property in any manner whatsoever shall be fully advised as to all of the terms and conditions of the Agreement, and any amendments thereto, as if the same were fully set forth herein. 3. That a copy of the Agreement and any subsequent amendments thereto if any, shall be maintained on file for public inspection during ordinary business hours in the office of the City Clerk, City Hall, Iowa City, Iowa. IN WITNESS WHEREOF, the City and the Redeveloper have executed this Memorandum of Agreement for The Improvement of Land for Private Redevelopment as of the day of 20 (SEAL) CITY OF IOWA CITY, IOWA in Matthew J. Hayek, Mayor ATTEST: Marian K. Karr, City Clerk REDEVELOPER ma Marc Moen STATE OF IOWA ) COUNTY OF JOHNSON ) On this day of , 20_, before me a Notary Public in and for said County, personally appeared Matthew J. Hayek and Marian K. Karr, to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively of the City of Iowa City, Iowa, a Municipal Corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said Municipal Corporation, and that said instrument was signed and sealed on behalf of said Municipal Corporation by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. Notary Public in and for the State of Iowa STATE OF IOWA ) ) SS COUNTY OF JOHNSON ) On this day of , 20_, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared Marc Moen, to me personally known, who being by me duly sworn, did say that he is the Redeveloper named above and the execution of the foregoing instrument is the voluntary act and deed of the Redeveloper, by it and by him voluntarily executed. Notary Public in and for the State of Iowa EXHIBIT F OPINION OF COUNSEL City of Iowa City Iowa City, Iowa RE: Agreement for Private Redevelopment by and between the City of Iowa City, Iowa and City Representatives: We have acted as counsel for Marc Moen (the "Redeveloper "), in connection with the execution and delivery of a certain Agreement for The Improvement of Land for Private Redevelopment (the "Redevelopment Agreement ") between Mr. Moen and the City of Iowa City, Iowa (the "City ") dated as of , 20_. We have examined the original certified copy, or copies otherwise identified to our satisfaction as being true copies of the Redevelopment Agreement and such other documents and records as we have deemed relevant and necessary as a basis for the opinions set forth herein. Based on the pertinent law, the foregoing examination and such other inquiries as we have deemed appropriate, we are of the opinion that: 1. The Redeveloper has full power and authority to execute, deliver and perform in full the Redevelopment Agreement; and the Redevelopment Agreement has been duly and validly authorized, executed and delivered by the Redeveloper and, assuming due authorization, execution and delivery by the City, is in full force and effect and is a valid and legally binding instrument of the Redeveloper enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. 2. The execution, delivery and perforinance by the Redeveloper of the Redevelopment Agreement and the carrying out of the terins thereof, will not result in violation of any indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree, order, statute, rule, regulation or restriction to which the Redeveloper is a party or by which it or its property is bound or subject. 3. There are no actions, suits or proceedings pending or threatened against or affecting the Redeveloper in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective) , financial position or results of operations of the Redeveloper or which in any manner raises any questions affecting the validity of the Agreement or the Redeveloper's ability to perform its obligations thereunder. Very truly yours, r CITY OF IOWA CITY MEMORANDUM Date: April 15, 2011 To: Economic Development Committee From: Jeff Davidson, Director of Planning & Community Development Re: Agenda Item #3: Consider a recommendation to proceed with an agreement pursuant to the City Manager's letter of intent for redevelopment of 118 E. College Street. We are excited to present to you a redevelopment proposal for a downtown property which has been a large bar, Vito's, since the late 1970s. The building at 118 E. College Street has been purchased by developer Marc Moen, and we have been working with Mr. Moen on a redevelopment strategy for the property that is consistent with the City's goals for downtown. The property is 5,247 square feet on the first floor, and 3,814 square feet on the second floor. The second floor is currently unoccupied. There is a crawl space below the building. The building is currently in very poor condition and will require a complete gutting in order to be rehabilitated, including a new roof. The project proposal that we have worked out with Mr. Moen consists of converting the first floor space to a non - bar /restaurant retail space. Mr. Moen is currently in negotiations with several potential retailers. It is proposed to convert the second level space to Class A office space. Part of the conversion to office space would include installation of an elevator which would be positioned such that it could also be used by the adjacent building to the west if that building ever converted from its present bar occupancy. The acquisition of the property, gutting and rehabilitation of the interior, and fit -out for specific retail and office tenants is estimated to cost approximately $2 million. In exchange for committing to the proposed retail and office uses, the City has negotiated a proposal to provide a $250,000 development grant which would help defray the specific expense of the elevator, roof replacement, and new HVAC equipment. The City's grant represents approximately 12.5% of the total project expense. It is proposed to finance the development grant through a TIF project. The City Assessor has estimated that with the proposed improvements, the building will generate approximately $31,250 more annually in property taxes than it does currently. This new "increment" will be used to finance repayment of our $250,000 investment over an eight -year period. The existing property taxes will continue to be paid to the City, County, and School District, with the new increased amount of property taxes accruing to the taxing entities after the City's investment is repaid. Mr. Moen agrees to the following provisions: The property shall not be used for an eating and drinking establishment, restaurant, or residential use. This provision shall be maintained over the eight -year life of the TIF project. 2. The developer is required to enter into a minimum assessment agreement in the amount of $1.56 million over an eight -year period or until the loan is retired by the tax increments derived by the property. This provision is to ensure sufficient taxable value to repay the City's investment in the project. April 15, 2011 Page 2 To summarize: at the present time Mr. Moen is legally able to establish a bar, restaurant, or second -floor residential use on the property. He has agreed not to establish these uses on the property in exchange for the City's grant of approximately 12.5% of his estimated $2 million expense to acquire, rehabilitate, and fit -out the space for retail and office uses. If Mr. Moen or his successor choose to locate one of the restricted uses into one of the spaces, they are required to repay the $250,000 on a pro rata basis over the eight -year repayment period. At the end of the eight -year period the property may be used for any use allowed under the Iowa City Zoning Code. The most significant aspect of this proposal is that if the space is converted to a non -bar use, it will not be allowed to be converted back to a bar use again by virtue of the 500 -foot spacing provision which was amended into the Zoning Code shortly before the 21 Ordinance was adopted. The conversion of this space from a bar to a retail use and from an unoccupied second floor use to Class A office space is exactly what we are trying to promote downtown in light of the City Council's 21 initiative. We will be available at the April 19 EDC meeting to answer any questions. You are being asked to provide a recommendation on this matter to the full City Council. If recommended for approval, the City Council will consider the formal development agreement at their meeting on May 3. cc: Tom Markus Wendy Ford Marc Moen ppddi r /mem /ECD- vitos.doc l r t April 15, 2011 ow CITY OF IOWA CITY D D www.icgov.org Marc Moen 105 E. College Street Iowa City, Iowa 52240 OFFICE OF THE CITY MANAGER Re: Economic Development Grant for Redevelopment of 118 E. College Street Thomas M. Markus Dear Marc: City Manager tom- markus @iowa - city.org Based on prior discussions between you and City representatives, I Dale E. Helling believe we have found a mutually agreeable economic development Assistant City Manager incentive package to assist you in your efforts to acquire, redevelop and dale- helling @iowa - city.org improve the commercial property located at 118 E. College Street. Kathryn Johansen Based on the figures you have provided (up to $2 million investment in Administrative Assistant property acquisition and redevelopment costs), I am prepared to to the City Manager recommend the following incentive g p kathryn- Johansen @iowa- city.org 9 � package to the Economic Development Committee and the City Council: • A $250,000 "forgivable" up -front economic development grant to support the acquisition, redevelopment and improvement of the property currently located at 118 E. College Street (former known as "Vito's ") • The redevelopment will consist of class A office space on the upper floor, installation of an elevator for accessibility and specified commercial /retail space, which property shall not be used for an "eating and drinking establishment ", "restaurant" or "residential use ", whether accessory, permitted or principal, as defined by the Iowa City zoning code; these uses shall be maintained over the life of the loan, and if these uses do not continue in duration, the sum of $31,250 will be repayable for any year(s) or portion thereof that said uses are not in place • In accordance with the Iowa Code and appropriate economic development policy, the City would require that Moengroup enter into a written minimum assessment agreement in the approximate amount of $1,560,000 over an eight (8) year period (beginning from November 1, 2012 based on a valuation of January 1, 2011 for the base) or until the loan is retired by tax increments derived from the specific property, whichever is later; this is to assure sufficient taxable value to repay the City's investment in the project. Please understand that this proposal is subject to the discretion of the City Council, including approval of a written development agreement that details the obligations of the company and the City, a mutually - agreeable site plan that has passed the City's internal design review committee and assurances satisfactory to the City that Moengroup has the financial 410 E. Washington Street wherewithal to carry out the contemplated investment. Iowa City, IA 52240 If the proposed incentive package meets with your approval, please let us Phone: (319) 356 -5010 know and we will provide a draft of the Economic Development TIF Fax: (319) 356 -5009 p Agreement for your review prior to proceeding to the Economic Development Committee and City Council. Very truly yours, Thomas M. Markus City Manager Cc: Jeff Davidson, Director, PCD Wendy Ford, Economic Development Coordinator Sarah E. Holecek, First Assistant City Attorney Kevin O'Malley, Finance Director NOTICE TO BIDDERS 2011 WALES STREET WATER MAIN IMPROVEMENTS PROJECT Sealed proposals will be received by the City Clerk of the City of Iowa City, Iowa, until 2:30 P.M. on the 28th day of April, 2011. Sealed proposals will be opened immediately thereafter by the City Engineer or designee. Bids submitted by fax machine shall not be deemed a "sealed bid" for purposes of this Project. Proposals received after this deadline will be returned to the bidder unopened. Proposals will be acted upon by the City Council at a meeting to be held in the Emma J. Harvat Hall at 7:00 P.M. on the 3rd day of May, 2011, or at special meeting called for that purpose. The Project will involve the following: Boring 550 LF of PVC water main, installing 72 LF of DIP water main, installing two tapping sleeves and gate valves, installing two fire hydrants with auxiliary gate valves, connect six existing water services to the new water main, pavement removal and replacement, lawn restoration, and abandoning the existing two inch water main. All work is to be done in strict compliance with the plans and specifications prepared by MMS Consultants, Inc, of Iowa City, Iowa, which have heretofore been approved by the City Council, and are on file for public examination in the Office of the City Clerk. Each proposal shall be completed on a form furnished by the City and must be accompanied in a sealed envelope, separate from the one containing the proposal, by a bid bond executed by a corporation authorized to contract as a surety in the State of Iowa, in the sum of 10% of the bid. The bid security shall be made payable to the TREASURER OF THE CITY OF IOWA CITY, IOWA, and shall be forfeited to the City of Iowa City in the event the successful bidder fails to enter into a contract within ten (10) calendar days of the City Council's award of the contract and post bond satisfactory to the City ensuring the faithful performance of the contract and maintenance of said Project, if required, pursuant to the provisions of this notice and the other contract documents. Bid bonds of the lowest two or more bidders may be retained for a period of not to exceed fifteen (15) calendar days following award of the contract, or until rejection is made. Other bid bonds will be returned after the canvass and tabula- tion of bids is completed and reported to the City Council. The successful bidder will be required to furnish a bond in an amount equal to one hundred percent (100 %) of the contract price, said bond to be issued R -1 by a responsible surety approved by the City, and shall guarantee the prompt payment of all materials and labor, and also protect and save harmless the City from all claims and damages of any kind caused directly or indirectly by the operation of the contract, and shall also guarantee the maintenance of the improvement for a period of five (5) year(s) from and after its completion and formal acceptance by the City Council. The following limitations shall apply to this Project: Specified Start Date: June 6, 2011 Specified Completion Date: August 10, 2011 Liquidated Damages: $400 per day The plans, specifications and proposed contract documents may be examined at the office of the City Clerk. Copies of said plans and specifications and form of proposal blanks may be secured at the Office of the Iowa City Engineering Department, 410 Washington Street, Iowa City, IA 52240, telephone 319 - 356 -5410 or fax 319 - 356 -5007, Iowa, by bona fide bidders. A $35 refundable fee is required for each set of plans and specifications provided to bidders or other interested persons. The fee shall be in the form of a check, made payable to the City of Iowa City. Prospective bidders are advised that the City of Iowa City desires to employ minority contractors and subcontractors on City projects. A listing of minority contractors can be obtained from the Iowa Department of Economic Development at (515) 242 -4721 and the Iowa Department of Transportation Contracts Office at (515) 239 -1422. Bidders shall list on the Form of Proposal the names of persons, firms, companies or other parties with whom the bidder intends to subcontract. This list shall include the type of work and approximate subcontract amount(s). The Contractor awarded the contract shall submit a list on the Form of Agreement of the proposed subcontractors, together with quantities, unit prices and extended dollar amounts. By virtue of statutory authority, preference must be given to products and provisions grown and coal produced within the State of Iowa, and to Iowa domestic labor, to the extent lawfully required under Iowa Statutes. The Iowa reciprocal resident bidder preference law applies to this Project. The City reserves the right to reject any or all proposals, and also reserves the right to waive technicalities and irregularities. Published upon order of the City Council of Iowa City, Iowa. MARIAN K. KARR, CITY CLERK R -2 City of Iowa City ?s MEMORANDUM DATE: April 7, 2011 TO: Tom Markus, City Manager FROM: Ron Knoche, City Engineer RE: 2011 Wales Street Water Main Improvements Project — May 3 The 2011 Wales Street Water Main Improvements project will replace the existing water main from Seventh Avenue (at the intersection with Friendship Street) to south of Court Street. MMS was hired to design the project, and final plans and specs were delivered in March 2011. Public hearing was set on March 22, 2011 and held on April 5, 2011. The existing water main under Wales Street is 2 -inch diameter cast iron pipe that was installed in 1951. Due to the age and material of the main, this section of main has a history of water main breaks. In addition, the small size of the existing water main does not allow for adequate fire flows or water main flushing capabilities after repairs. This project will also provide a connection between the existing water mains at Court Street and Seventh Avenue. The existing main connects to the main at Seventh Avenue, but dead -ends south of Court Street. Portions of this project will be completed by directional boring to minimize impacts to surrounding property owners. Staff recommends proceeding with the following schedule for this project: May 3 — Award project to contractor June 6 thru August 10 - Construction Cc: Rick Fosse, Public Works Director Jason Havel, Civil Engineer Prepared by: Jason Havel, Civil Engineer, 410 E. Washington St., Iowa City, IA 52240 (319)356 -5410 RESOLUTION NO. RE S IL TION AWARDING CONTRACT AND AUTHORIZING THE MAYOR TO SIGN AND TH CITY CL<AE ST A CONTRACT FOR ONSTRUCTION OF THE 2011 WAL STREIN IMPROVEMENTS PR JECT. WHEREAS, has ubmitted the lowest responsible bid of $ for constructi amed project; and WHEREAS, funds for this prble in the Wales Stre t Water Main from Court St. to Friendship St. account #3287. NOW, THEREFORE, BE IT THE CITY COU CIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The contract for the construction the sul performance and payment bond, insura e I statements. 2. The Mayor is hereby authorized to sign and th the above -named project, subject to the con di on tt payment bond, insurance certificates, and con act c( 3. The City Engineer is authorized to execut change construction of the above -named project. Passed and approved this day of ATTEST: CITY CLERK It was moved by and upon roll call there were: AYES: Pweng /res /w011 walesi mprov- awrdcon.doc 4/11 ive -named project is hereby awarded to to the condition that awardee secure adequate tificates, and contract compliance program Clerk to attest the contract for construction of t awardee secure adequate performance and n Iiance program statements. )rder as they may become necessary in the MAYOR Approved by City Attorney's and seconded by YS: ABSENT: Bailey Champion Dickens Hayek Mims Wilburn Wright the Resololtion be adopted, Ma Prepared by: Jason Havel, Civil Engineer, 410 E. Washington St., Iowa City, IA 52240 (319)356 -5410 RESOLUTION NO. 11 -164 RESOLUTION AWARDING CONTRACT AND AUTHORIZING THE MAYOR TO SIGN AND THE CITY CLERK TO ATTEST A CONTRACT FOR CONSTRUCTION OF THE 2011 WALES STREET WATER MAIN IMPROVEMENTS PROJECT. WHEREAS, Carter and Associates, Inc. of Coralville, Iowa has submitted the lowest responsible bid of $73,111.00 for construction of the above -named project; and WHEREAS, funds for this project are available in the Wales Street Water Main from Court St. to Friendship St. account #3287. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The contract for the construction of the above -named project is hereby awarded to Carter and Associates, Inc., subject to the condition that awardee secure adequate performance and payment bond, insurance certificates, and contract compliance program statements. 2. The Mayor is hereby authorized to sign and the City Clerk to attest the contract for construction of the above -named project, subject to the condition that awardee secure adequate performance and payment bond, insurance certificates, and contract compliance program statements. 3. The City Engineer is authorized to execute change orders as they may become necessary in the construction of the above -named project. Passed and approved this 3rd day of May 20 11 MAYOR �j pproved by �f ATTEST: C RK City CITY Attorney's Office q III It was moved by Mims and seconded by Wright the Resolution be adopted, and upon roll call there were: AYES: X _ X — X X X X X Pweng /res /2011 walesi m prov- awrdcon.doc 4/11 NAYS: ABSENT: Bailey Champion Dickens Hayek Mims Wilburn Wright ao NOTICE TO BIDDERS IOWA CITY WWTP BLOWER REPLACEMENT PROJECT Sealed proposals will be received by the City Clerk of the City of Iowa City, Iowa, until 2:30 p.m. local time on the 20th day of April, 2011. Sealed proposals will be opened immediately thereafter by the City Engineer or designee. Bids submitted by fax machine shall not be deemed a "sealed bid" for purposes of this Project. Proposals received after this deadline will be returned to the bidder unopened. Proposals will be acted upon by the City Council at a meeting to be held in the Emma J. Harvat Hall at 7:00 P.M. on the 3rd day of May, 2011, or at special meeting called for that purpose. Bidder is encouraged to attend a pre - bid conference on Tuesday, April 12, 2011, 1:30 p.m. local time, at Iowa City South Wastewater Treatment Plant in Iowa City, Iowa, located at 4366 Napoleon Street Southeast. The Project will involve the following: Work comprises general construction of aeration blower replacement and associated equipment located at the Iowa City South Wastewater Treatment Plant for Iowa City, Iowa. Work includes removal of existing blower, installation of new blower and appurtenances, and modifications to existing electrical and piping systems. All work is to be done in strict compliance with the plans and specifications prepared by Stanley Consultants, Inc., of Muscatine, Iowa, which have heretofore been approved by the City Council, and are on file for public examination in the Office of the City Clerk. Each proposal shall be completed on a form furnished by the City and must be accompanied in a sealed envelope, separate from the one containing the proposal, by a bid bond executed by a corporation authorized to contract as a surety in the State of Iowa, in the sum of 10% of the bid. The bid security shall be made payable to the TREASURER OF THE CITY OF IOWA CITY, IOWA, and shall be forfeited to the City of Iowa City in the event the successful bidder fails to enter into a contract within ten (10) calendar days of the City Council's award of the contract and post bond satisfactory to the City ensuring the faithful performance of the contract and mainte- nance of said Project, if required, pursuant to the provisions of this notice and the other contract documents. Bid bonds of the lowest two or more bidders may be retained for a period of not to exceed fifteen (15) calendar days following award of the contract, or until rejection is made. Other bid bonds will be returned after the canvass and tabulation of bids is completed and reported to the City Council. The successful bidder will be required to furnish a bond in an amount equal to one hundred percent (100 %) of the contract price, said bond to be issued by a responsible surety approved by the City, and shall guarantee the prompt payment of all materials and labor, and also protect and save harmless the City from all claims and damages of any kind caused directly or indirectly by the operation of the contract, and shall also guarantee the maintenance of the improvement for a period of one (1) year(s) from and after its completion and formal acceptance by the City Council. The following limitations shall apply to this Project: Working Days: 180 Specified Start Date: May 23, 2011 Milestone Date: June 3, 2011 is when Blower and Mixer shop drawings must be submitted. Liquidated Damages: $500 per day Milestone Date: June 3, 2011. Substantial Completion: October 28, 2011 Final Completion: November 19, 2011 The plans, specifications and proposed contract documents may be examined at the office of the City Clerk. Copies of said plans and specifi- cations and form of proposal blanks may be secured at the Office of Stanley Consultants, Inc, Muscatine, Iowa, by bona fide bidders. A $25 deposit is required for each set of plans and specifications provided to bidders or other interested persons. The deposit shall be in the form of a check, made payable to Stanley Consultants, Inc. Deposit will be returned upon receipt of each returned plan and specification sets. Prospective bidders are advised that the City of Iowa City desires to employ minority contractors and subcontractors on City projects. A listing of minority contractors can be obtained from the Iowa Department of Economic Development at (515) 242 -4721 and the Iowa Department of Transportation Contracts Office at (515) 239- 1422. Bidders shall list on the Form of Proposal the names of persons, firms, companies or other parties with whom the bidder intends to subcon- tract. This list shall include the type of work and approximate subcontract amount(s). The Contractor awarded the contract shall submit a list on the Form of Agreement of the proposed subcontractors, together with quanti- ties, unit prices and extended dollar amounts. By virtue of statutory authority, preference must be given to products and provisions grown and coal produced within the State of Iowa, and to Iowa domestic labor, to the extent lawfully re- quired under Iowa Statutes. The Iowa reciprocal resident bidder preference law applies to this Project. The City reserves the right to reject any or all proposals, and also reserves the right to waive technicalities and irregularities. Published upon order of the City Council of Iowa City, Iowa. MARIAN K. KARR, CITY CLERK City of Iowa City 20 MEMORANDUM DATE: April 15th, 2011 TO: Tom Markus, City Manager FROM: Ron Knoche, City Engineer RE: Iowa City WWTP Blower Replacement Project Resolution Awarding Contract — May 3rd, 2011 The Iowa City Wastewater Treatment Plant (WWTP) Blower Replacement Project involves replacing one of the aeration blowers that supply air for the activated sludge system in an effort to reduce energy consumption. Stanley Consultants was hired in February, 2011 to design the project and have since produced construction documents and specifications that were approved by City Council on March 22 "d, 2011. The consultant compensation is in a not -to- exceed amount of $49,500. The estimated construction cost is $280,000. The project will be funded with a $249,000 Energy Efficiency & Conservation Block Grant (EECBG) and the remaining with Wastewater revenues. In April 2009, a new federal stimulus program called the Energy Efficiency & Conservation Block Grant (EECBG) program was created. The City of Iowa City was awarded $692,300 to create and implement an energy efficiency strategy. Wastewater Staff identified this project as one that will reduce energy consumption as intended by the grant and will save approximately $60,000 in energy fees annually. The savings will be realized by replacing one of five multistage centrifugal aeration blowers with a smaller, high speed, single stage turbo blower. The new blower will allow plant operators to reduce aeration system energy requirements by better matching blower output and efficiency to the present load conditions and provide flexibility to future load variations. Bids for construction were taken on April 20th, 2011 and are currently under review by Stanley Consultants and City Staff. Staff recommends proceeding with the project. With this recommendation, the schedule for this project would be as follows: May 3rd — Award Project to Contractor May 23rd — Start Construction October 28th — Construction Complete cc: Rick Fosse, Public Works Director Prepared by: Ben Clark, Engineering, 410 E. Washington St., Iowa City, IA 52240 (319)356 -5436 RESOLUTION NO 11 -165 RESOLUTION AWARDING CONTRACT AND AUTHORIZING THE MAYOR TO SIGN AND THE CITY CLERK TO ATTEST A CONTRACT FOR CONSTRUCTION OF THE IOWA CITY WWTP BLOWER REPLACEMENT PROJECT. WHEREAS, Calacci Construction Company, Inc. of Iowa City, Iowa, has submitted the lowest responsible bid of $205,400.00 for construction of the above -named project; and WHEREAS, funds for this project are available in the Energy Efficiency and Block Grant Program (EECGB) account # 2310. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The contract for the construction of the above -named project is hereby awarded to Calacci Construction Company, Inc., subject to the condition that awardee secure adequate performance and payment bond, insurance certificates, and contract compliance program statements. 2. The Mayor is hereby authorized to sign and the City Clerk to attest the contract for construction of the above -named project, subject to the condition that awardee secure adequate performance and payment bond, insurance certificates, and contract compliance program statements. 3. The City Engineer is authorized to execute change orders as they may become necessary in the construction of the above -named project. Passed and approved this 3rd day of May , 20_U_. MAYOR Approved by ATTEST: CIT -ERK City Attorney's Office It was moved by Wilburn and seconded by Dickens the Resolution be adopted, and upon roll call there were: AYES: X —X X X X X X pwenglres /awrdcon- Calacci. doc 4/11 NAYS: ABSENT: Bailey Champion Dickens Hayek Mims Wilburn Wright M. -9 Prepared by: Kimberly Sandberg, 410 E. Washington St., Iowa City, IA 52240 (319) 356 -5139 RESOLUTION NO. 11 -16 RESOLUTION AUTHORIZING THE MAYOR TO SIGN AND THE CITY CLERK TO ATTEST A LICENSE AGREEMENT BETWEEN THE CITY OF IOWA CITY AND MERCY HOSPITAL, IOWA CITY, IOWA, TO USE CERTAIN PUBLIC RIGHTS -OF -WAY FOR THE INSTALLATION, OPERATION AND MAINTENANCE OF A FIBER OPTIC NETWORK. WHEREAS, Mercy Hospital, Iowa City, Iowa desires to install a buried conduit system containing fiber optic telecommunications cable within certain City of Iowa City public rights -of -way; and WHEREAS, the City of Iowa City desires to give Mercy Hospital, Iowa City, Iowa a license to use those rights -of -way for such purposes; and WHEREAS, it is in the public interest to enter into a license agreement with Mercy Hospital, Iowa City, Iowa concerning the location of and responsibility for the installation and maintenance of the fiber optic cable. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The attached license agreement between the City of Iowa City and Mercy Hospital, Iowa City, Iowa to use certain public rights -of -way as set out in said agreement for the placement of fiber optic cable is in the public interest, and is hereby approved as to form and substance. 2. The Mayor is authorized to execute and the City Clerk to attest the attached agreement, on behalf of the City of Iowa City, Iowa, and the City Clerk is hereby directed to record the resolution and agreement in the Johnson County Recorder's Office, at Mercy Hospital, Iowa City, Iowa's expense. Passed and approved this 3rd day of May , 2011. Adzz�—�! MAYOR Approved by 1 ATTEST:_- ���Dy�Gf CITYkCLERK City Attorney's Office Resolution No. 11 -166 Page 2 It was moved by ' Mims adopted, and upon roll call there were: and seconded by Dickens the Resolution be AYES: NAYS: ABSENT: x Bailey x Champion g Dickens x Hayek x Mims _ x Wilburn x Wright wpdata/glossary/resolution - ic.doc A LICENSE AGREEMENT BETWEEN THE CITY OF IOWA CITY, IOWA AND IOWA NETWORK SERVICES, INC. FOR USE OF PUBLIC RIGHTS -OF -WAY FOR THE INSTALLATION, OPERATION AND MAINTENANCE OF A FIBER OPTIC NETWORK. SECTION I. DEFINITIONS a. "City" shall mean the City of Iowa City, Iowa and, where appropriate, shall include its officers, employees and agents. b. "Public Improvements" shall mean any publicly -owned improvements on public property, including but not limited to paving, sidewalks, grass, vegetation, trees, street lights, traffic signals, water mains, sewers, electrical transmission lines and equipment related thereto, cable and telephone lines and equipment related thereto. c. "Public Property" shall mean publicly -owned or controlled public land and rights -of -way, easements, bridges, parks squares and commons. d. "Network" shall mean cables, underground conduits, handholes, vaults, fiber optic cables, overhead transmission lines and other overhead cable and lines necessary for the provision of fiber optic service, including the equipment owned, operated, leased, or subleased by Licensee for the provision of said service. e. "Licensee" shall mean Mercy Hospital, Iowa City, Iowa, an Iowa corporation located at 500 Market Street, Iowa City, IA 52245. SECTION 2. BASIC GRANT Licensee is hereby granted a license to construct, maintain, inspect, protect, repair, replace and retain the Network in, under, upon, along and across the Public Property shown and generally identified in Exhibits A, B, C, D and E attached hereto and incorporated herein by this reference and specifically identified in the network map approved according to Section 3 below ("License Area'), according to the terms of this Agreement and subject to the regulatory powers of the City. SECTION 3. INSTALLATION, REPAIR, EXTENSION OR EXPANSION OF THE NETWORK Before commencing any extension or expansion of its system, or any major repair work or the installation of any new Network component within the License Area, the Licensee shall file with the Public Works Department of the City a written statement verifying the public property under which or upon which Licensee proposes to extend, expand, install or repair its system. The Director of Public Works may require the statement be accompanied by a map, plan or specifications showing the proposed location of the system components with references to streets and alleys, existing public utilities, the size and dimensions of all facilities, and the distance above or beneath the surface of the ground proposed for repair or installation. No Network component shall interfere with the reasonable and proper use, construction, reconstruction and maintenance of any public improvements or any existing City-owned public utility system component, or other structure upon or under Public Property. In the event that the proposed Network plan shows such interference, the Director of Public Works shall, within reasonable time after the filing of such plan, map or specifications, note the changes necessary to eliminate the interference and refer the same back to Licensee for modification of the plans. Any such review, approval or amendment shall remain subject to the provisions in Section 8 herein. Once the map, plan, or specifications are approved by the Public Works Director, they shall be filed in the Public Works Department and an excavation permit may be issued authorizing Licensee to proceed in accordance with the approved maps, plans, and /or specifications. Licensee shall not perform any work on the Network within the License Area prior to the issuance of the permit herein provided for unless it is an emergency as described in Section 5. All work performed shall be in accordance with the approved maps, plans or specifications and the terms of this License. SECTION 4. CONSTRUCTION AND REPAIR OF NETWORK To protect the public and assure the safe and efficient movement of traffic, Licensee shall properly barricade any Public Property used by Licensee in compliance with, at a minimum, the requirements set forth in the Manua/ on Uniform Traffic Control Devices. Licensee shall properly and speedily replace any and all pavement removed or damaged by Licensee in accordance with the City's regulations, City's Municipal Design Standards and Standard Construction Specifications, and warranted for a period of five (5) years. As a condition to the use of the License Area, Licensee shall, at its own expense, repair or cause repair to any private property public utility system component, public improvement or Public Property damaged by Licensee. If Licensee fails to repair or arrange with the City for the proper repair of any Public Property after excavations have been made, and after thirty days notice in writing to do so given to its designated representative, then the City may make such repairs at the expense of Licensee. SECTION 5. EXCAVATIONS The City hereby grants Licensee a license to make excavations within the License Area for the purpose of routine repair, replacement, and maintenance of wires, lines or other Network system components according to the following conditions: a. Licensee shall first obtain an excavation permit as required by to City Ordinances and Regulations; b. Licensee shall not unnecessarily obstruct the use of streets, avenues, alleys or public places; c. Licensee shall provide the Public Works Director with twenty -four (24) hours notice prior to the actual commencement of the work, and shall comply with all City provisions, requirements and regulations in performing such work. d. Licensee shall provide three (3) day notice to the Public Works Director for any work requiring a street closure or detour prior to such closure or detour. In emergencies which require immediate excavation, Licensee may proceed with the minimum work necessary to remedy the emergency without first applying for or obtaining an excavation permit, provided, however, that Licensee shall apply for and obtain the permit as soon as possible after commencing such emergency work. Excavations shall not remain open for more than five (5) working days without prior City approval. Failure to Comply; Remedies. If the Network fails to comply with the provisions of this Section, the City may repair or restore the Public Property, at Licensee's expense, to the condition of the property prior to the disturbance by Licensee. Licensee shall pay the costs of such repair or restoration within sixty (60) days after receipt of the City's billing. SECTION 6. WORK BY OTHERS, CONSTRUCTION BY ABUTTING OWNERS, ALTERATION TO CONFORM WITH PUBLIC IMPROVEMENTS The City reserves the right to lay, and permit to be laid, wires, pipes, cables, conduits, ducts, manholes and other appurtenances, and to do, or permit to be done, any underground and overhead installation of improvements that may be deemed necessary or proper by the City in, across, along, over or under any portion of the License Area occupied by the Network, and to change any curb or sidewalk or the grade of any street. In permitting others to do such work, the City shall not be liable to Licensee for any Network damage arising out of the performance of such work by other parties. Nothing in this Agreement shall be construed to relieve other persons or corporations from liability for damage to the Network. SECTION 7. LICENSEE CONTRACTORS The requirements of this License Agreement shall apply to all employees, agents, persons, firms or corporations performing work for Licensee under a contract, subcontract, time and materials arrangement or other type of work order. SECTION 8. CONDITIONS OF STREET OCCUPANCY Licensee's use of any Public Property for the purposes set forth in this Agreement shall be in conformance with the established grades of streets, alleys and sidewalks, and be so located as to cause minimum interference with the rights or reasonable convenience of property owners who adjoin Public Property. Licensee shall exercise its rights granted herein in such manner as to cause as little interference as possible with pedestrian and vehicular traffic, and shall abide by scheduling directions, if any, given by the Director of Public Works. Licensee shall, upon reasonable notice and at its sole cost and expense, remove, locate and relocate its facilities in, on, over or under the License Area in such manner as the City may, at any time, require for the purpose of facilitating the construction, reconstruction, maintenance, repair or change in grade of any public improvement on, in or about any such Public Property, for the purposes of facilitating the vacation and /or redevelopment of Public Property or public right -of -way by the City. In the event Licensee fails to act within a reasonably allocated time, the City may cause the Network facilities to be relocated, and the costs thereof shall be to the Licensee and shall be paid as provided in Section 5 hereof. Claims for delay of work from contractors employed by the City that are a result of Network's failure to act within a reasonable time shall be the responsibility of the Licensee. In the case of Public Works projects, reasonable time shall be defined six weeks after the public hearing approving the plans and specifications for said project. Licensee shall not place any Network component in the License Area where the same will interfere with the normal use or maintenance of any public improvement, including but not limited to streets, alleys sidewalks, traffic control devices, sanitary sewers, storm sewers, storm drains or water mains, electrical transmission lines or any public utility facility. Licensee shall maintain a five (5) foot minimum horizontal clearance from any public utility, including water mains, storm sewers, sanitary sewers, and storm drains. Licensee shall not place identification signs within the public right -of -way. 3 Upon request, Licensee agrees to assist in locating underground facilities which are part of its system. Such assistance will be provided in a timely manner, but not more than forty-eight (48) hours after the time of request. As a condition of this agreement Licensee shall enroll as a member of the "Iowa One -Call System" and shall respond to all requests and notifications placed to the toll - free "One -Call" number. Licensee shall restore and replace any surface vegetation removed or damaged during Licensee's exercise of its rights granted herein with sod or other such vegetation approved by the Director of Public Works and in conformance with City ordinances and the standard local practices for placing sod. SECTION 9. ABANDONED FACILITIES Thirty days prior to abandonment of any Network component, Licensee shall notify the City of its intentions. Licensee shall remove manholes, handholes, vaults, overhead facilities and equipment related hereto from the License Area as required in conjunction with other right -of- way repair, excavation or construction unless this requirement is waived by the Director of Public Works. SECTION 10. POWERS OF CITY OF IOWA CITY Nothing in this Agreement shall be construed to abridge the right or power of the City to make further regulations relative to the use of the streets, alleys and Public Property by anyone using the same for the installation and maintenance of utility systems, including, but not limited to, fees for use of Public Property. Any such further regulations shall apply to Licensee and to this Agreement. SECTION 11. PLANS AND COORDINATION Upon completion of any work performed in accordance with this Agreement, including the initial installation and subsequent modifications or relocations of Network components, Licensee shall promptly furnish to the City copies of "as- built" plans related to any Network component located on Public Property. Licensee shall keep complete and accurate maps and records of the locations and operations of its Network, including buried abandoned facilities. SECTION 12. VIOLATIONS OF AGREEMENT In the event that Licensee is in breach of this Agreement, or has violated or breached any local, state or federal law or regulation related to the rights granted herein (hereinafter referred to as "default'), the City shall give written notice to Licensee of the default. Licensee shall cure such default within thirty (30) calendar days after receipt of such notice; provided, however, where any such default cannot reasonably be cured within such thirty (30) day period, the time for curing such default shall reasonably be extended for such period of time as may be necessary to promptly complete such cure with due diligence. If the City determines that Licensee's default is an immediate danger to public health, safety or welfare and requires immediate action, the City may provide written notice of said 11 determination to Licensee and immediately remedy the default by doing the act itself, or through a contractor, and charge the costs of such work to Licensee. If Licensee fails to cure a default within the time allowed, the City shall have the right to: seek specific performance; or ii. remedy the default by doing the act itself, or through a contractor, and charge the costs of such work to the Network; or seek damages of such default; or iv. any combination of (i), (ii) and (iii). SECTION 13. LIABILITY, INDEMNIFICATION AND INSURANCE Licensee covenants to indemnify, defend and save the City and its officers, agents and employees, harmless from any and all damages arising directly from the exercise of the rights granted herein. Licensee agrees to require contractors and subcontractors engaged in work for Licensee on Public Property to maintain insurance coverage during the term of their work and to provide the City with certificates of insurance satisfactory to City. SECTION 14. SEVERABILITY In the event a court of competent jurisdiction shall adjudge any provision or provisions hereof invalid or illegal, or direct a change by Licensee in any matter or thing herein contained, such invalidity, illegality or change shall be deemed severable and shall in no way affect the remaining provisions of this Agreement or their validity or legality and this Agreement in all other respects shall continue in full force and effect as if said provision or provisions had not been so adjudged invalid or illegal, or such change had not been directed. At the City's option, and upon a court's ruling of invalidity or illegality, the City may cause this Agreement to be terminated. SECTION 15. ASSIGNMENT Neither party shall assign or otherwise transfer this Agreement or any of its rights and interest to any firm, corporation or individual, without the prior written consent of the other party. SECTION 16. TERMINATION OF AGREEMENT AND VACATION OF STREETS AND ALLEYS The City may terminate this Agreement at any time upon thirty (30) days notice provided to Licensee, if the City determines that the License Area is needed for a public purpose and should be cleared of any and all obstructions. When not in conflict with other City purposes, needs or uses, as long as Licensee exercises the rights granted to it hereunder, the City will not, by ordinance or otherwise, vacate any street, alley or Public Property in which Licensee has installed its facilities without reserving such rights as necessary to allow continued use of such property for the Network in accordance with the terms of this Agreement, provided that nothing herein shall limit the City's right to require Licensee to relocate its Network as provided in Section 8 hereof. 5 SECTION 17, DELIVERY OF NOTICES Except as may be expressly provided herein, any notices hereunder shall be in writing and shall be delivered via certified mail and addressed as follows, unless indicated otherwise in the future: If to City: Public Works Director City of Iowa City City Hall 410 E. Washington Street Iowa City, IA 52240 If to Licensee: Vice President — Engineering Mercy Hospital, Iowa City, Iowa 500 Market Street Iowa City, Iowa 52245 Provided, however, that in case of an emergency, notices may be given verbally to the above - named persons. In such case, written confirmation should be provided. Nothing contained herein shall prevent other forms of notice if actually received by addressee. Notice shall be deemed given on date of mailing in case of certified mail, or otherwise on the date actual notice is received. SECTION 18. RECORDATION This agreement shall be recorded in the Johnson County Recorder's Office, at Licensee's expense. Dated this RZ day of Aywk(-- , 2011. CITY OF IOWA CITY MERCY HOSPITAL, IOWA CITY, IOWA By: Matthew J. Hayek, Mayor oels ice President of Information Services Attest: City Approved by: City Attorney's Office R CITY OF IOWA CITY ACKNOWLEDGMENT STATE OF IOWA ) ) SS: JOHNSON COUNTY ) On this .3 -A day of , 2011, before me, the undersigned, a Notary Public in and for the State of Iowa, orsonally appeared Matthew J. Hayek and Marian K. Karr, to me personally known, and, who, being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of said municipal corporation executing the within and foregoing instrument; that the seal affixed thereto is the seal of said municipal corporation; that said instrument was signed and sealed on behalf of said corporation by authority of its City Council, as contained in Resolution No. it- e4,6 and passed by the City Council, on the -3 rd day of , 2011, and that Matthew J. Hayek and Marian K. Karr acknowledged the execution said instrument to be the voluntary act and deed and the voluntary act and deed of said corporation, by it and by them voluntarily executed. o_QIAls SONDRAE FORT r Commission Number 159791 S 'Id� ir'� My Commission Expires Notary Public in and for the State of Iowa IoW • 3 / 7 Z 10 462. My commission expires: LICENSEE ACKNOWLEDGMENT STATE OF IOWA ) ss: JOHNSON COUNTY ) T r�- On this day of API�L- i , 2011, before me, the undersigned, a Notary Public in and for the State of Iowa, in and for said county, personally appeared Paul Foelsch, to me personally known, who being by me duly sworn did say that that person is the V V \ 5 , C 16/ of said corporation and that said instrument was signed on behalf of t�e said corporation by authority of its board of directors or trustees and the said u"Vol acknowledged the execution of said instrument to be the voluntary act and deed of said corporation by it voluntarily executed. �PRIA� s MICHELLE M. MARKS z v Commission Number 195152 _M My Commission Expires /Owl.- March 05, 2013 Al llxirl�-S' Notary Public in and for the State of Iowa My commission expires: V)'p yLoV, U: \PW\STAFF \Kim J \ROW Agreements \Temporary - Fixed \Fiber Optic \INS.doc 7 I if JOHNSON COUNTY s LEGEND SEC.10- T79N-t06W q PROPOSED (1) 2" HOPE �R1"";� IOWA RURAL HEALTH EXISTING - -,:--TELECOMMUNICATIONS PROGRA �H! - HANDHOLE MERCY HOSPITAL '�"°" °"` """ ICY HOS A _ "' w1c ,'..m l aura vex MERCY HOSPIUL KEY MAP S, 500 EAST MN*U Srn¢T 500 EAST MARKET STREET � � �^' awe cm. IOWA szzgs PROJECT NO.100108 IOWA CITY, IOWA 52245 Sheet 1 of S ry JOHNSON COUNTY s LEGEND SEC.10- T79N-206W q PROPOSED (1) 2" HDPE -" "ice IOWA RURAL HEALTH EXISTING TELECOMMUNICATIONS PROGRA 3 ��� MERCY HOSPITAL �"�°" "°` """ �`CY ' SPRAL ' H HANDHOLE �,•_,�� i ~22-22 vw yam. � KEY MAP o ®�. 5W CST �T �T 500 EAST MARKET STREET IOWA Cm, IONS 5224.5 PROJECT NO.100108 IOWA CITY, IOWA 52245 Sheet 2 of 5 r s-h , V-), t L s LEGEND JOHNSON COUNTY SEC.10- T79N -R06W a PROPOSED(1)2 "HDPE IOWA RURAL HEALTH EXISTING �z ^� - °" TELECOMMUNICATIONS PROGRP ansa ua[ wa[ SCALE: 1 -100 SRE 11 u - HANDHO�E MERCY HOSPITAL SGL �' -ta0' 1 � -4i-Il VAI YERC( 1105AR/�L KEY MAP 500 EAST MARKET STREET o' m eoo rwsr T —245 awe cm. IOWA s�z�3 PROJECT NO.100108 IOWA CITY, IOWA 52245 Sheet 3 of 5 E, V- "V), N "01, s LEGEND JOHNSON COUNTY $EC.10- T79N -R06W q PROPOSED (1)2" HDPE IOWA RURAL HEALTH I_R';,�iTR 2 s — — — — EXISTING �� z ° — TELECOMMUNICATIONS PROGRA [H HANDHOLE MERCY HOSPITAL "�°" °"" ""` s 1'-100' " ' . �••im' I .-! vwI MERCY HOSPITAL KEY MAP 500 EAST MARKET STREET a 500 EAST M1MtFT SrREET Iovu cm, Iowa scars PROJECT NO.100108 IOWA CITY, IOWA 52245 Sheet 4 of 5 JOHNSON COUNTY s LEGEND SEC.10- T79N -G206W q PROPOSED (1)2 "HDPE IOWA RURAL HEALTH 11t,,`TP EXISTING -�z ° = TELECOMMUNICATIONS PROGRA t (H - HANDHOLE MERCY HOSPITAL "°` ""` �: I'-100' "' wuc i' -,m' 1 r�Yss NM YfMY Fg5PrtA1 KEY MAP 500 EAST MARKET STREET o ®� KM Cm. IOWA 5��T PROJECT NO.100108 IOWA CITY, IOWA 52245 Sheet 5 of 5 M�7 Prepared by: Ron Knoche, Civil Engineer, 410 E. Washington St., Iowa City, IA 52240 (319) 356 -5138 RESOLUTION NO. 11-167 RESOLUTION ADOPTING THE REVISED SECTIONS 7.01 AND 8.01 OF THE DESIGN STANDARDS FOR PUBLIC WORKS IMPROVEMENTS WHEREAS, the City of Iowa City desires to update the maintenance bond requirements for water main and sanitary sewer improvements in its Design Standards for Public Works Improvements, which are incorporated by reference in to Section 16 -4 -1 of the Iowa City code of Ordinances; and WHEREAS, the maintenance bond requirement for paving and storm sewer improvements are currently five years; and WHEREAS, the maintenance bond requirement for water main and sanitary sewer improvements are currently two years; and WHEREAS, the Public Works Department has determined the length for the maintenance bonds for all public improvements should be the same. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The maintenance bond covering defective materials and workmanship in Part 7, Section 1, Paragraph E is required to be five years for all water main improvements. 2. The maintenance bond covering defective materials and workmanship in Part 8, Section 1, Paragraph E is required to be five years for all sanitary sewer improvements. 3. As required by City Code, said standards shall be published and kept on file in the City Engineer's Office, and shall be made available to the staff and public for use in designing Public Works Improvements within the City of Iowa City. Passed and approved this 3rd day of May , 20 11 MAYOR Appr ved by ATTEST: CITY RK City Attorney's Office cf /2q /�� Resolution No. 11 -167 Page 2 It was moved by Champion and seconded by Wright the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: x Bailey x Champion x Dickens X Hayek x Mims x_ Wilburn x Wright wpdata/glossary/resolution - ic.doc City of Iowa City MEMORANDUM DATE: April 18, 2011 TO: Tom Markus, City Manager FROM: Ron Knoche, City Engineer RE: Fiber Optic Agreement with Mercy Hospital, Iowa City, Iowa — May 3, 2011 EV Mercy Hospital desires to install a buried conduit system containing fiber optic telecommunications cable within City of Iowa City public right -of -way. This fiber optic cable placement is part of the Iowa Healthcare Plus Broadband Extension Project and will connect Mercy Hospital at 500 Market Street to this Healthcare Plus Broadband network. Rural healthcare facilities in Iowa such as hospitals, physicians' offices, and research labs often suffer from limited or no access to broadband services adequate to meet their specialized needs. Iowa Health System's (IHS) Iowa Healthcare Plus Broadband Extension Project proposes to make significant upgrades to the health system's existing 3,200 -mile fiber network that serves over 200 healthcare facilities across the state and bolster their wireline capabilities with wireless technology. The open architecture of IHS's newly upgraded network will also enable local Internet service providers to provide improved high speed Internet access to as many as 650,000 households, 134,000 businesses, and an additional 1,800 community anchor institutions. IHS's partnership with non - profit Iowa Communications Network, another BTOP grant recipient, will allow for a comprehensive statewide fiber network that serves public sector, private sector, and nonprofit entities. To enable Mercy Hospital to join the Iowa Healthcare Plus Broadband Extension Project, staff has drafted a License Agreement between the City of Iowa City and Mercy Hospital, Iowa City, Iowa. This Agreement' will allow Mercy Hospital to install, operate, and maintain a buried conduit containing fiber optic cable within City of Iowa City public rights -of way. Staff recommends the authorization of the License Agreement with Mercy Hospital, Iowa City, Iowa at the May 3, 2011 council meeting. cc: Rick Fosse, Public Works Director City of Iowa City MEMORANDUM DATE: April 22, 2011 TO: Tom Markus, City Manager FROM: Ron Knoche, City Engineer RE: Maintenance Bond Length — May 3rd Agenda Introduction: The Engineering Division has reviewed the current maintenance length requirements for infrastructure installed during subdivision and site construction. The current requirement for water distribution and sanitary improvements is two years and the requirement for pavement and storm improvements is five years. bond plan sewer sewer History/Background: In recent years, water main and sanitary sewer improvements placed under the pavement have settled causing the pavement over top of it to settle, In most instances, this settlement occurs after the water main and sanitary sewer maintenance bond has expired and before the pavement maintenance bond has expired. This difference in maintenance bond length allows for the paving contractor to argue the issue is not the pavement workmanship and materials but with water main and sanitary sewer construction. This makes it difficult for staff to get the issues addressed by the contractors. Discussion of Solution: The maintenance bonds for all public improvements installed during subdivision and site plan construction should have the same length. Since the trench settlement for water main and sanitary sewer installation does not become evident until after the two year bond has expired, the bond length should be extended to the same length as the pavement and storm sewer. Recommendation: The Engineering Division recommends increasing the maintenance bond length for water main and sanitary sewer improvements to five years. This resolution is proposed to be on the May 3rd agenda and will be effective upon its passage. cc: Rick Fosse, Public Works Director U :1