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Home My WebLink About2016-05-17 ResolutionCITY OF IOWA CITY 4d(1) MEMORANDUM Date: April 26, 2016 To: Geoff Fruin, Interim City Manager From: Jason Havel, City Engineer THS Re: Rocky Shore Stormwater Pump Station Project Accept Public Improvements Introduction: This agenda item is for acceptance of work completed as part of the Rocky Shore Stormwater Pump Station Project. History/Background: This project was one component of a collaborative regional project with the City of Coralville that is designed to protect Iowa City and Coralville businesses, University of Iowa facilities and critical infrastructure, including Highway 6. It involved the installation of a storm water pumping station, floodwall and permanent flood gate system near the intersection of Rocky Shore Drive and Highway 6. Discussion of Solutions: The project was awarded to WRH, Inc. (a/k/a Wendler Construction, Inc.) of Amana, Iowa with a contract price of $4,467,470.46. As part of the project, eleven (11) change orders were issued that were primarily associated with: additional water main & fittings, additional storm sewer and additional trail, driveway & parking lot paving. Financial Impact: Including change orders, the final contract price is $4,682,340.55. The project was funded by a Community Development Block Grant. Recommendation: Staff recommends acceptance of this project. ENGINEER'S REPORT April 21St, 2016 City Clerk Iowa City, Iowa Re: Rocky Shore Stormwater Pump Station Project Dear City Clerk: CITY OF IOWA CITY 410 East Washington Street Iowa City, Iowa 52240 - 1826 (319) 356 - 5000 (319) 356 - 5009 FAX www.icgov.org I hereby certify that the Rocky Shore Stormwater Pump Station Project has been completed by WRH, Inc. (a/k/a Wandler Construction, Inc.) of Amana, Iowa in substantial accordance with the plans and specifications prepared by HR Green, of Cedar Rapids, Iowa. The project was bid as a unit price contract and the final contract price is $4,682,340.55. There were a total of eleven (11) change or extra work orders for the project as follows: 1 Fluorocarbon Gaskets $ 36,334.60 2 Additional Watermain $ 4,722.59 3 Time Extension - Flooding $ 0.00 4 Waterproofing and Door Hardware $ 13,010.92 5 Time Extension - Rock Excavation $ 0.00 6 Additional Shared Use Path $ 22,605.72 7 Additional Storm Sewer $ 14,169.73 8 Masonry Items $ 35,495.00 9 Parking Lot and Driveway $ 76,844.18 10 Parking Lot Signage and Stripes $ 2,218.82 11 Electrical Items $ 9,468.53 Net Change by Change Orders $ 214,870.09 I recommend that the above -referenced improvements be accepted by the City of Iowa City. Sincerely, _HaS Jason ve City Engineer Vd (I) Prepared by: Ben Clark, Public Works, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5436 RESOLUTION NO. 16-138 RESOLUTION ACCEPTING THE WORK FOR THE ROCKY SHORE STORMWATER PUMP STATION PROJECT WHEREAS, the Engineering Division has recommended that the work for construction of the Rocky Shore Stormwater Pump Station Project, as included in a contract between the City of Iowa City and WRH, Inc. (a/k/a Wendler Construction, Inc.) of Amana, Iowa, dated March 130, 2014, be accepted; and WHEREAS, the Engineer's Report and the performance and payment bond have been filed in the City Clerk's office; and WHEREAS, funds for this project are available in the Rocky Shore Pump Station and Flood Gates account # P3964; and WHEREAS, the final contract price is $4,682,340.55 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT said improvements are hereby accepted by the City of Iowa City, Iowa. Passed and approved this 17th day of May 120 16 /i CITY ttERK MAYOR Approved by ✓✓✓ City Attorney's Office It was moved by sotchway and seconded by Mims the Resolution be adopted, and upon roll call there were: Pweng/masterslacptwork.doc 4/16 NAYS: ABSENT: Botchway Cole x Dickens _ Mims Taylor Thomas Throgmorton CITY O F IOWA CITY MEMORANDUM Date: May 16, 2016 To: Geoff Fruin, Interim City Manager From: Jason Havel, City Engineer fir) Re: West Side Levee Project Accept Public Improvements Introduction: This agenda item is for acceptance of work completed as part of the West Side Levee Project. History/Background: The West Side Levee Project involved the construction of an earthen levee, riverbank stabilization, and interior storm drainage improvements. The levee was constructed along the western bank of the Iowa River from the CRANDIC Railroad Bridge to McCollister Boulevard. Interior storm water drainage improvements include two storm water pumping stations and new storm sewer. Discussion of Solutions: The project was awarded to Iowa Bridge and Culvert, LC of Washington, Iowa with a contract price of $4,522,747.24. As part of the project, nine (9) change or extra work orders were issued that were primarily associated with the removal of underground rubble and debris and electrical and communication upgrades to the pump stations. Financial Impact: Including change orders, the final contract price is $4,669,827.00. The project was funded by a Community Development Block Grant. Recommendation: Staff recommends acceptance of this project. lk3ela) ENGINEER'S REPORT May 11, 2016 City Clerk Iowa City, Iowa Re: West Side Levee Project Dear City Clerk: MUMMA -�.ea� 'dmC,;'�'':.� CITY OF IOWA CITY 410 East Washington Street Iowa City, Iowa 52240 - 1826 (319) 356 - 5000 (319) 356 - 5009 FAX www.icgov.org I hereby certify that the West Side Levee Project has been completed by Iowa Bridge and Culvert, LC of Washington, Iowa in substantial accordance with the plans and specifications prepared by.MMS Consultants, Inc., of Iowa City, Iowa. The project was bid as a unit price contract and the final contract price is $4,669,827.00. There was a total of nine (9) change or extra work orders for the project as follows: 1. Modifications to Pump Controls $3,802.34 2. Removal and Disposal of Underground Septic Tank $24,075.00 3. Removal and Disposal of Underground Rubble and Debris $104,151.80 4. Removal and Disposal of Underground Sandbags and Debris $2,818.28 5. Remove and Replace Fencing $25,089.75 6. Installation of Communication Conduit to North Pump Station $16,653.62 7. Storm Intake and Paving Modifications $48,082.39 8. Clearing, Grubbing, and Debris Removal $6,790.38 9. Electrical Neutral and Ground Wire Upgrades $1,911.13 TOTAL $233,374.69 I recommend that the above -referenced improvements be accepted by the City of Iowa City. Sincerely, Jason Havel City Engineer I.-4 CITY OF IOWA CITY 4r1� (2) ' '1cI MEMORANDUM Date: May 11, 2016 To: Geoff Fruin, Interim City Manager From: Jas Havel, City Engineer TH Re: West S e Levee Project Accept P blic Improvements Introduction: This agenda item is for History/Background: of work completed as the West Side Levee Project. The West Side Levee Project involved the cor gtruction of an earthen levee, riverbank stabilization, and interior storm drainabp improvevients. The levee was constructed along the western bank of the Iowa River from th CRA IC Railroad Bridge to McCollister Boulevard. Interior storm water drainage improvements in ude two storm water pumping stations and new storm sewer. \ Discussion of Solutions: The project was awarded to Iowa Bridge and C Ivert, LC of Washington, Iowa with a contract price of $4,522,747.24. As part of the project, nin (9) change or extra work orders were issued that were primarily associated with the removal of kderground rubble and debris and electrical and communication upgrades to the pump stations. Financial Impact: Including change orders, the final contract price is Community Development Block Grant. Recommendation: Staff recommends acceptance of this project. 756.50. The project was funded by a Prepared by: Jason Reichart, Public Works, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5416 RESOLUTION NO. RESOLUTION ACCEPTING THE WORK FOR THE WEST SIDE LEVEE PROJECT WHEREAS, the Engineering Division has recommended thatth work for construction of the West Side Levee Project,`as included in a contract between the ty of Iowa City and Iowa Bridge and Culvert, LC of Washington, Iowa, dated May 13, 2013, be a cepted; and WHEREAS, the Engineer's Report and the performance City Clerk's office; and WHEREAS, funds for this project are available in the WHEREAS, the final contract price is $4,662,75Q.50/ NOW, THEREFORE, BE IT RESOLVED BY CITY, IOWA, THAT said improvements are hey Passed and approved this ATTEST: CITY CLERK It was moved by adopted, and ups roll call there were: YES: Pweng/masters/acptwork Ooc 5/16 MAYOR and seconded by NAYS: bond have been filed in the Side Levee account # 3961: and COUNCIL OF THE CITY OF IOWA i by the City of Iowa City, Iowa. 20 Approved by City Attorney's Office K -U1 tb ABSENT: the Resolution be Botchway Cole Dickens Mims Taylor Thomas Throgmorton ENGINEER'S REPORT May 11, 2016 City Clerk Iowa City, Iowa Re: West Side Levee Project Dear City Clerk: I hereby certify that the West Side Levee Project has Culvert, LC of Washington, Iowa in substantial accord< prepared by MMS Consultants, Inc., of low City, Iowa. The project was bid as a unit price contract a d the final,i There was a total of nine (9) change or extra wo k orders 1. Modifications to Pump Controls 2. Removal and Disposal of Underg 3. Removal and Disposal of Underg 4. Removal and Disposal of Underg 5. Remove and Replace Fencing / 6. Installation of Communication,Co 7. Storm Intake and Paving 8. Clearing, Grubbing, and 9. Electrical Neutral and G� TOTAL / I recommend that the Sincerely, Jaso H Ve� City Engineer CITY OF IOWA CITY 410 East Washington Street Iowa City, Iowa 52240 - 1826 (31P) 356 - 5000 (3 9) 356 - 5009 FAX f completed by Iowa Bridge and with the plans and specifications :ontract price is $4,662,756.50. for the project as follows: VSe tic Tank I Rub le and Debris I Sand , ags and Debris to North umo Station s Removal Wire Upgrades improvements be accepted $3,802.34 $24,075.00 $104,151.80 $2,818.28 $25,089.75 $16,653.62 $48,082.39 $6,790.38 $1,911.13 $233,374.69 the City of Iowa City. -�Zd (f-�) Prepared by: Jason Reichart, Public Works, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5416 RESOLUTION NO. 16-139 RESOLUTION ACCEPTING THE WORK FOR THE WEST SIDE LEVEE PROJECT WHEREAS, the Engineering Division has recommended that the work for construction of the West Side Levee Project, as included in a contract between the City of Iowa City and Iowa Bridge and Culvert, LC of Washington, Iowa, dated May 13, 2013, be accepted; and WHEREAS, the Engineer's Report and the performance and payment bond have been filed in the City Clerk's office; and WHEREAS, funds for this project are available in the West Side Levee account # 3961; and WHEREAS, the final contract price is $4,669,827.00 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT said improvements are hereby accepted by the City of Iowa City, Iowa. Passed and approved this 17th day of ATTEST: 11a cc,:�rJ �C qC CITY ChERK May —,20 16 1��- OR Approved by City Attorney's Office S�iv�tL It was moved by Botchway and seconded by Mims the Resolution be adopted, and upon roll call there were: Pweng/masters/acptwork.doc 5/15 NAYS: ABSENT: _ Botchway _ Cole x Dickens _ Mims Taylor _ Thomas Throgmorton Late Handouts llistrtbuteu (Date) Prepared by: Jason Reichert, Public Works, 410 E. Washington t., Iowa City, IA 52240 (319) 356-5416 RESOLUTION NO. RESOLUTION ACCEPTING THE WORK FOR THE WEST SIDE LEVEE PROJECT WHEREAS, the Engineering Division has recommended that the work for construction West Side Levee Project, as included in a contract between the City of Iowa City and lova and Culvert, LC of Washington, Iowa, dated May 13, 2013, be accepted; and 7 WHEREAS, the Engineer's Report and the performance and payment bond City Clerk's office; and WHEREAS, funds for this WHEREAS, the final contract are available in the West Side $4,669,827.00 /dC�2) been filed in the # 3961; and NOW, THEREFORE, BE IT RESOLVED BY THE CITYUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT said improvements are hereby accep by the City of Iowa City, Iowa. Passed and approved this day of ATTEST: CLERK It was moved by adopted, and upon roll Q P"ng/masters/acprvrork. m 5/16 and seconded by there were: NAYS: r� Approved by 1A 41a,21 I,yy-rl o 7At'" Attorney's Office the Resolution be Botchway Taylor Thomas Throgmorton ENGINEER'S REPORT May 11, 2016 -tet...._ CITY OF IOWA CITY 410 East Washington Street Iowa City, Iowa 52240 - 1826 (319) 356 - 5000 (319) 356 - 5009 FAX www.icgov.org City Clerk Iowa City, Iowa Re: Slothower Road Water Main Project Dear City Clerk: I hereby certify that the construction of the Slothower Road Water Main Project has been completed by Ricklefs Excavating, Ltd. of Anamosa, Iowa in substantial accordance with the plans and specifications prepared by McClure Engineering Company. The project was bid as a unit price contract and the final contract price is $ 389,462.82. There was a total of one change or extra work order for the project as described below: 1. Additional tree removal, flaggers and hydrant extensions $ 13,116.62 TOTAL $ 13,116.62 I recommend that the above -referenced improvements be accepted by the City of Iowa City. Sincerely, as�J on Havel, P.E. City Engineer MTVT � 4d(3) Prepared by: Jason Havel, Public Works, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5410 RESOLUTION NO. 16-140 RESOLUTION ACCEPTING THE WORK FOR THE SLOTHOWER ROAD WATER MAIN PROJECT WHEREAS, the Engineering Division has recommended that the work for construction of the Slothower Road Water Main Project, as included in a contract between the City of Iowa City and Ricklefs Excavating, Ltd. of Anamosa, Iowa, dated May 14, 2015, be accepted; and WHEREAS, the Engineer's Report and the performance and payment bond have been filed in the City Clerk's office; and WHEREAS, funds for this project are available in the Slothower Road - Melrose Water Main account #W3215; and WHEREAS, the final contract price is $389,462.82. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT said improvements are hereby accepted by the City of Iowa City, Iowa. Passed and approved this 17th day of ATTEST: -)7wcCu Z2 7p- CITY CE-ERK 2016 MAYOR Approved City Attorney's Office r((2-111,, It was moved by Botchway and seconded by Aims the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: X Botchway X Cole X Dickens X Mims X Taylor X Thomas X Throgmorton Prepared by: Melissa Clow, Public Works, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5413 RESOLUTION NO. 16-141 RESOLUTION ACCEPTING THE WORK FOR THE IOWA CITY GATEWAY TREE CLEARING PROJECT WHEREAS, the Engineering Division has recommended that the work for construction of the Iowa City Gateway Tree Clearing Project, as included in a contract between the City of Iowa City and CAJ Enterprises, Inc. of West Branch, IA, dated March 4, 2016, be accepted; and WHEREAS, the Engineer's Report and the performance and payment bond have been filed in the City Engineer's office; and WHEREAS, funds for this project are available in the Iowa City Gateway Project account # S3809; and WHEREAS, the final contract price is $131,642.44. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT said improvements are hereby accepted by the City of Iowa City, Iowa. Passed and approved this 17th day of May 120 16 MAYOR ATTEST: kaCc a JC • J 2: CITY L ERK It was moved by sotchway and seconded by adopted, and upon roll call there were: AYES: x x x x x x Pweng/masters/acptwork.doc 5/16 Approved by 4 - S- Itl City Attorney's Office Mims the Resolution be NAYS: ABSENT: Botchway Cole x Dickens Mims Taylor Thomas Throgmorton 05-17-16 4d(4) mS5'Trfr� 4d(5) Prepared by: Susan Dulek, Asst. City Attorney, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5030 RESOLUTION NO. 16-142 RESOLUTION APPROVING AGREEMENT BETWEEN THE CITY OF IOWA CITY AND IOWA CITY DOWNTOWN SELF -SUPPORTED MUNICIPAL IMPROVEMENT DISTRICT TO ALLOW THE TEMPORARY AND LIMITED SALE, CONSUMPTION, AND POSSESSION OF ALCOHOL IN BLACK HAWK MINI PARK DURING "100 MEN AND WOMEN WHO CARE EVENT" WHEREAS, section 4-5-3D of the City Code allows private entities to sell alcohol and persons to consume alcohol in a city park, on public right-of-way or on a city ground excluding public buildings under limited circumstances; WHEREAS, Iowa City Downtown Self Supported Municipal Improvement District, d/b/a Iowa City Downtown District ("District") would like to be able to sell alcohol in a demarcated area in Black Hawk Mini Park from late -afternoon to early evening on June 19, 2016; and WHEREAS, it is in the City of Iowa City's interest to execute the attached agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: The City Manager is authorized to sign the attached agreement and any needed amendments. Passed and approved this 17th day of May 2016. ATTEST: Dl jpd.ea, `k - � CITY CL1F=RK ��- MAYOR Approved by City Attorney's Office Resolution No. 16-142 Page 2 It was moved by Botchway and seconded by Resolution be adopted, and upon roll call there were: AYES: NAYS: x x x x x x FW30LY1F FN ABSTAIN: Mims the Botchway Cole Dickens Mims Taylor Thomas Throgmorton Drafted by: Susan Dulek, Asst. City Attorney, 410 E. Washington St., Iowa City, IA 52240;3191356-5030 UAW V=1=1 1414ZIII 1 BETWEEN THE CITY OF IOWA CITY AND IOWA CITY DOWNTOWN SELF - SUPPORTED MUNICIPAL IMPROVEMENT DISTRICT TO ALLOW THE TEMPORARY AND LIMITED SALE, CONSUMPTION, AND POSSESSION OF ALCOHOL DURING "100 MEN AND WOMEN WHO CARE EVENT" This Agreement is made between Iowa City Downtown Self Supported Municipal Improvement District, d/b/a Iowa City Downtown District ("District") and the City of Iowa City, a municipal corporation ("City"), in Iowa City, Iowa. WHEREAS, District is an "authorized entity" as that term is defined in section 4-5- 3D of the City Code; WHEREAS, District has applied for a license to sell alcohol during the 100 Men and Women Who Care event to be held at Black Hawk Mini Park; and WHEREAS, the parties wish to enter into an agreement to allow District to sell alcohol and to allow persons to possess and consume alcohol under limited circumstances on the Black Hawk Mini Park. THE PARTIES THEREFORE AGREE AS FOLLOWS: 1. Authorized Site. In consideration for District's promises herein, the City agrees to allow District control over an area 30 feet by 90 feet (30' x 90') in the Black Hawk Mini Park on June 9, 2016 from 3:00 pm to 9:00 pm as shown on the diagram which is attached, marked Exhibit A, and incorporated herein ("authorized site"). 2. Term. This agreement shall be in effect only on June 9, 2016 from 3:00 pm to 9:00 pm. 3. License. This agreement is void if District does not have a license to sell alcohol on the authorized site on June 9, 2016. 4. Sale and Possession of Alcohol. District shall only sell alcohol to a person who is over twenty-one (21) years of age. District shall take all reasonable steps to ensure that no person under the age of twenty-one (21) years of age possesses alcohol. 5. Advertisement. District shall not, nor shall it allow anyone to, erect or place any sign or other matter advertising any brand of alcoholic liquor, beer, or wine upon the authorized site with the exception that signage may be placed on the interior and exterior tent walls. Sponsorship signage unrelated to businesses selling alcohol, beer, wine, or tobacco will be allowed. 6. Inspection. City staff, including the Iowa City Police Department, may periodically inspect the authorized sites without any prior notice to determine compliance with the terms of this agreement. 7. Debris and Trash. District shall be solely responsible for collecting all debris and trash from the authorized sites, and the City shall then remove the debris and trash. If District fails to do so and if City staff has to collect the debris and trash from the authorized sites, District may be responsible for the cost incurred by the City, including staff time, and shall pay the costs in full within thirty (30) days of receiving an invoice. 8. No Smoking. Smoking is prohibited in the authorized sites, and District shall post a no -smoking a sign at the front entrance to the authorized sites and two signs inside the authorized sites. The signs shall comply with Iowa Code Section 142D.6 (2015). Electronic cigarette means vapor product as defined in Section 453A.1 of the Code of Iowa (2015). 9. Anchoring and Drilling. District shall not drill any holes into the pavement or the sidewalk and shall not anchor a tent tie down or pole to the pavement or the sidewalk. 10. Fencing. The authorized site shall be enclosed on the north and south sides by a fencing product that is a single fence that consists of six feet (6') interlocking panels with a mesh that does not allow for a container of beer to get passed from through the fencing. 11. Insurance. a) Premises Insurance. On June 9, 2016, District shall carry comprehensive general liability insurance for bodily injury and property damage on the authorized site in the amount of $1,000,000 (one million dollars) for each occurrence and $2,000,000 (two million dollars) in the aggregate and shall name the City as an additional insured. District shall furnish a copy of a certificate of insurance for same, satisfactory to the City at the time of execution of this agreement. District shall notify the City 1 week before cancellation of said insurance, and said 'cancellation shall automatically terminate this Agreement. b) Dram Shoo Insurance. On June 9, 2016, District shall carry "dram shop" insurance in compliance with Iowa Code section 123.92 (2015) in the amount of $500,000 (five hundred thousand dollars). District shall provide 1 week notice to the City before cancellation of said insurance, and said cancellation shall automatically terminate this Agreement. c) Governmental Immunities Endorsement. District shall obtain a governmental immunities endorsement that meets the requirements set forth on Exhibit B, which is attached and incorporated herein. 12. Toilet Facilities. Toilet Facilities shall be available at Micky's Irish Pub and Sports Column. District shall ensure that the location of the facilities are signed appropriately within the authorized site. District shall also ensure that there is an accessible route from the authorized site to the facilities. 13. Indemnification. District shall pay on behalf of the City all sums which the City shall be obligated to pay by reason of any liability imposed upon the City for damages of any kind resulting from the use of the authorized sight or sale, consumption, or possession of beer on the authorized site, whether sustained by any person or person, caused by accident or otherwise and shall defend at its own expense and on behalf of the City, its officers, employees and agents any claim against the City, its officers, employees, and agents arising out of the use of the authorized site or sale, consumption, or possession of beer on the authorized site. KA 14. Non -Discrimination. District shall not discriminate against any person in employment or public accommodation because of race, religion, color, creed, gender identity, sex, national origin, sexual orientation, mental or physical disability, marital status or age. "Employment" shall include but not be limited to hiring, accepting, registering, classifying, promoting, or referring to employment. "Public accommodation" shall include but not be limited to providing goods, services, facilities, privileges and advantages to the public. 14. Termination. The City may terminate this agreement upon written notice for violation of any provision of this agreement. 15. Assignment and Subletting. District shall not assign or sublet this agreement without prior written approval of the City. 16. Entire Agreement. This constitutes the whole agreement between the parties, and may be modified in writing only, duly signed by the parties. Dated, this 17th day of Kn 2016. IOWA CITY AND IOWA CITY DOWNTOWN SELF -SUPPORTED MUNICIPAL IMPROVEMENT DISTRICT By: Nancy Bird, Executive Director THE CITY OF IOWA CITY GQc5ff Fruin, Interim City Manager EXHIBIT B Governmental Immunities Endorsement 1. Non -waiver of Government Immunity. The insurance carrier expressly agrees and states that the purchase of this policy and the including of the City of Iowa City, Iowa as Additional Insured does not waive any of the defenses of governmental immunity available to the City of Iowa City, Iowa, under Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time. 2. Claims Coverage. The insurance carrier further agrees that this policy of insurance shall cover only those claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time. Those claims not subject to Code of Iowa Section 670.4 shall be covered by the terms and conditions of this insurance policy. 3. Assertion of Government Immunity. The City of Iowa City, Iowa shall be responsible for asserting any defense of governmental immunity, and may do so at any time and shall do so upon the timely written request of the insurance carrier. Nothing contained in this endorsement shall prevent the carrier from asserting the defense of governmental, immunity on behalf of the City of Iowa City. 4. Non -Denial of Coverage. The insurance carrier shall not deny coverage under this policy and the insurance carrier shall not deny any of the rights and benefits accruing to the City of Iowa City, Iowa under this policy for reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted by the City of Iowa City, Iowa. 5. No Other Change in Policy. The insurance carrier, the City of Iowa City, Iowa, agree that the above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. 4 It 4 r cm Une Iwh,ry St. h IetMtYt I+mbnD . s pe>grt laruny John. ■ n colo slope g n c "D 0 c cL C N 0 Dxwn s M Cr 6 W ao Rwar n US Wnk s seadolow bora The Chmt DIIYerws qO tl Downtown Cole b V"a E Washington St E Washington St E Washington SI E Washingtc Washington St o v c a c A N a `:IlatlllnM ffm w Strop ■ IIHtvvt& n IT )lt, mt Dobemr'hs If h Ihn bnn p !) h tl SWA"Jrwelets �EnVOnCC DDIC •ID Chttk IoweCMp)�aru lnMa Car Marna � OnY b CaYnr,q Nao>rua n ' Da,R Uro ).ttnam McIn tl lowx RrYsan. Gdlery ) f ncinp for AlcD of U,rtngo-t to-rxuc r' F I ® Uwe VIRpe TI t`.rdrn tl I En r ID Check 1 ,thmMen Matwt >y ■ DUN Sam ■ YklnCortmutucatans svtly Dopttpue � s i+n nls. My Mnnc 05-17-16 4d(6) Prepared by: Susan Dulek, Asst. City Attorney, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5030 RESOLUTION NO. 16-143 CONSIDER A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY AND SUMMER OF THE ARTS, INC. TO ALLOW THE TEMPORARY AND LIMITED SALE, CONSUMPTION, AND POSSESSION OF BEER AND NATIVE WINES DURING ARTS FEST AND JAZZ FEST WITHIN A SPECIFIED AREA ON A CITY STREET. WHEREAS, section 4-5-3D of the City Code allows private entities to sell beer and wine and persons to consume beer and wine in a city park, on public right-of-way or on a city ground excluding public buildings under limited circumstances; WHEREAS, Summer of the Arts, Inc. would like to be able to sell beer and native wines in a demarcated area on a City street during Arts Fest and Jazz Fest; and WHEREAS, it is in the City of Iowa City's interest to execute the attached agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: The City Manager is authorized to sign the attached agreement and any needed amendments. Passed and approved this 17th day of May 2016. ATTEST: �.r�r�r/ 7C . 7010 CITY ttERK MA OR Approved by City Attorney's Office Resolution No. Page 2 16-143 It was moved by Botchway and seconded by Mims the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: ABSTAIN: x Botchway x Cole x Dickens x Mims x Taylor x Thomas x Throgmorton 2016 AGREEMENT BETWEEN THE CITY OF IOWA CITY AND SUMMER OF THE ARTS, INC. TO ALLOW THE TEMPORARY AND LIMITED SALE, CONSUMPTION, AND POSSESSION OF BEER AND NATIVE WINES DURING IOWA ARTS FESTIVAL AND IOWA CITY JAZZ FESTIVAL This Agreement is made between Summer of the Arts, Inc. ("SOTA") and the City of Iowa City, a municipal corporation ("City"), in Iowa City, Iowa. WHEREAS, SOTA is an "authorized entity" as that term is defined in section 4-5-31D of the City Code; WHEREAS, SOTA has applied for a license to sell beer (with the privileges to sell native wine) during the Iowa Arts Festival ("Arts Fest") and the Iowa City Jazz Festival ("Jazz Fest") in downtown Iowa City; and WHEREAS, the parties wish to enter into an agreement to allow SOTA to sell beer and native wine and to allow persons to possess and consume beer and native wines under limited circumstances on downtown City streets. THE PARTIES THEREFORE AGREE AS FOLLOWS: 1. Authorized Site. a) Arts Fest. In consideration for SOTA's promises herein, the City agrees to allow SOTA control over the area in the 100 -block of Iowa Avenue from June 3, 2016 through June 5, 2016 as shown on the diagram which is attached, marked Exhibit A, and incorporated herein ("Arts Fest authorized site"). b) Jazz Fest. In consideration for SOTA's promises herein, the City agrees to allow SOTA control over the area east of MacBride Hall on N. Clinton Street from July 1, 2016 through July, 2016 as shown on the diagram which is attached, marked Exhibit B, and incorporated herein ("Jazz Fest authorized site"). 2. Term. This agreement shall commence on June 3, 2016 and shall expire on June 5, 2016 for Arts Fest, shall commence again on July 1, 2015 and shall expire again on July 3, 2015 for Jazz Fest. 3. Access. SOTA shall take all reasonable steps to ensure that every person on the authorized site has a stamp or wrist band for entry or is an employee of, an independent contractor of, or volunteer for SOTA and shall exclude any person who is not. 4. License. This agreement is void if SOTA does not have a license to sell beer and native wines on the Arts Fest authorized site at any time during the period of June 3, 2016 through June 5, 2016, on the Jazz Fest authorized site at any time during the period of July 1, 2016 through July 3, 2016. 5. Sale of Beer/Native Wines and Alcohol Restrictions. SOTA shall only sell beer to a person who is over twenty-one (21) years of age. SOTA acknowledges that the authorized sites are subject to all applicable alcohol restrictions in the City Code including Ordinance No. 10-4388 that restricts entry to those over twenty- one (21) years of age after 10:00 p.m. with limited exception. 6. Advertisement. SOTA shall not, nor shall it allow anyone to, erect or place any sign or other matter advertising any brand of alcoholic liquor, beer, or wine upon the authorized site with the exception that signage may be placed on the interior tent wall. Sponsorship signage unrelated to businesses selling alcohol, beer, wine, or tobacco will be allowed. 7. Inspection. City staff, including the Iowa City Police Department, may periodically inspect the authorized sites without any prior notice to determine compliance with the terms of this agreement. 8. Debris and Trash. SOTA shall be solely responsible for collecting all debris and trash from the authorized sites, and the City shall then remove the debris and trash. If SOTA fails to do so and if City staff has to collect the debris and trash from the authorized sites, SOTA may be responsible for the cost incurred by the City, including staff time, and shall pay the costs in full within thirty (30) days of receiving an invoice. 9. No Smoking. Smoking is prohibited in the authorized sites, and SOTA shall post a no -smoking a sign at the front entrance to the authorized sites and two signs inside the authorized sites. The signs shall comply with Iowa Code Section 142D.6 (2015). 10.Temporary Toilet Facilities. SOTA shall provide at its sole cost eight (8) temporary toilet facilities during Arts Fest in the location shown on Exhibit A, ten (10) temporary toilet facilities during Jazz Fest in the location shown on Exhibit B, including two (2) that are handicap accessible. 11.0ccupancy and Exits. The maximum occupancy load of the Arts Fest authorized site is 313 persons and the Jazz Fest authorized site is 352, and SOTA is solely responsible for maintaining the occupancy limits. SOTA shall post a sign with the maximum occupancy load inside the authorized site. SOTA shall maintain two (2) exits in each authorized site and post "exit" signs at both exits, with the location and size of the signs to be approved by the City Fire Department. Each exit must be a minimum 36 inches in width. 12. Anchoring and Drilling. SOTA shall not drill any holes into the pavement or the sidewalk and shall not anchor a tent tie down or pole to the pavement or the sidewalk. 13. Fencing. At a minimum, the authorized site shall be enclosed by a double row of fencing. If available, the City prefers a fencing product that is a single fence that consists of six feet (6') interlocking panels with a mesh that does not allow for a container of beer or wine to get passed from through the fencing. 14. Fire Lane. SOTA shall maintain a fire lane of twenty feet (20') between the outside fence and the vendors across the street, unless approved by the Fire Code Official. 15. Insurance. a) Premises Insurance. From June 3, 2016 through June 5, 2016 and from July 1, 2016 through July 3, 2016. SOTA shall carry comprehensive general liability insurance for bodily injury and property damage on the Arts Fest and Jazz Fest authorized sites respectively in the amount of $1,000,000 (one million dollars) for each occurrence and $2,000,000 (two million dollars) in the aggregate and shall name the City as an additional insured. SOTA shall furnish a copy of a certificate of insurance for same, satisfactory to the City at the time of execution of this agreement. SOTA shall provide thirty (30) days notice to the City before cancellation of said insurance, and said cancellation shall automatically terminate this Agreement. b) Dram Shop Insurance. From June 3, 2016 through June 5, 2016 and from July 1, 2016 through July 3, 2016 SOTA shall carry "dram shop" insurance in compliance with Iowa Code section 123.92 (2015) in the amount of $500,000 (five hundred thousand dollars). SOTA shall provide thirty (30) days notice to the City before cancellation of said insurance, and said cancellation shall automatically terminate this Agreement. c) Governmental Immunities Endorsement. SOTA shall obtain a governmental immunities endorsement that meets the requirements set forth on Exhibit C, which is attached and incorporated herein. 16. Indemnification. SOTA shall pay on behalf of the City all sums which the City shall be obligated to pay by reason of any liability imposed upon the City for damages of any kind resulting from the use of the authorized sight or sale, consumption, or possession of beer and native wines on the authorized site, whether sustained by any person or person, caused by accident or otherwise and shall defend at its own expense and on behalf of the City, its officers, employees and agents any claim against the City, its officers, employees, and agents arising out of the use of the authorized site or sale, consumption, or possession of beer and native wines on the Arts Fest and Jazz Fest authorized sites. 17. Non -Discrimination. SOTA shall not discriminate against any person in employment or public accommodation because of race, religion, color, creed, gender identity, sex, national origin, sexual orientation, mental or physical disability, marital status or age. "Employment' shall include but not be limited to hiring, accepting, registering, classifying, promoting, or referring to employment. 'Public accommodation" shall include but not be limited to providing goods, services, facilities, privileges and advantages to the public. 18. Termination. The City may terminate this agreement upon written notice for violation of any provision of this agreement. 19. Assignment and Subletting. SOTA shall not assign or sublet this agreement without prior written approval of the City. 20. Entire Agreement. This constitutes the whole agreement between the parties, and may be modified in writing only, duly signed by the parties. 9 Dated, this 17th day of May, 2016. SUMMER OF THE ARTS, INC. By: Lisa J. Wrnes THE CITY OF IOWA CITY By: Woff Fruin, Interim City Manager SUMMER OF THE ARTS, INC. ACKNOWLEDGMENT STATE OF IOWA JOHNSON COUNTY This instrument was acknowledged before me on (V\ 2&:j, 1 0 2016 by Lisa J. Barnes as Executive Director of Summer of the Arts, In�— S LA1EM Notary Public in nd for the Stateo owaMy Commission expires: Z—I b-1 LO Approvedb City Attomey's Office F— m A Lmis Y ARS' 2016 IOWA ARTS FESTIVAL BEVERAGE GARP EN' DIAGRAM 2OIPTR 2J l� R Gr7 ,•�,<. x x x I 441t� �fp p il02E 1 � X X11 BB ON SIDEWALK k- - IF ESTIVAL P96ENTEO BY: Veridian Credit Unm ne water Booth LEGEND >sch bo Ems1 k lOfl. ® Recycling/ Trash stations ® Wooden picnic tables 1fI Ticket salts Tented area MOM Bike rack barricade X Pedastal tables P Portopotlies ---_r sidewalk a AID M. 68. WI ferning MEN O OrderArca ❑ ...... MOM MEMEM Side walls ■■■■■■■■■■ t�tattttttttttt�ttnttttttttt��t�tttttttttttttt�t� �` water Booth LEGEND >sch bo k lOfl. ® Recycling/ Trash stations ® Wooden picnic tables 1fI Ticket salts Tented area MOM Bike rack barricade X Pedastal tables P Portopotlies ---_r sidewalk a in serving area M. 68. WI ferning 6 fr long poly tables O OrderArca ❑ ...... Nighttime Side walls .a m M v '® fi8fi9-1f9-0ae eyBry3d .i�"y �h +"� $ 2016 IOWA JAZZ FESTIVAL BEVERAGE GAU15tH DIAGRAM 2f3f5 fir" 23 ;,;11!" 5` 140ft P C1 1 tl IOWA CITY 7 a ! � ~ Jdfrs� El �FESTIVAL aaESENTEO BY I University of Iowa Community Credit Union LEGEND w > . CLINTON STREET Wooden pirnic tables � Ticket sales Tented area *X= Bike rack barricade LOCAL Q X Pedestal tables + in serving area 6ft tall fencing 6 it long poly tables ❑G OrdwAma _.�_� Nighttime Side wNls SIDE 3 STAGE O Exit#1 A K _. —"I `—nR Entrance f X �ren eu - - X Emerrn Exit#2 r T P If y �.X_X X Pil P �I P P P P P P X X XJ. HCP ( xcP LEGEND Each is loft. . ® TrashRecystats Trash stations Wooden pirnic tables � Ticket sales Tented area *X= Bike rack barricade � Portopotdes X Pedestal tables Side walla in serving area 6ft tall fencing 6 it long poly tables ❑G OrdwAma _.�_� Nighttime Side wNls EXHIBIT C Governmental Immunities Endorsement 1. Non -waiver of Government Immunity. The insurance carrier expressly agrees and states that the purchase of this policy and the including of the City of Iowa City, Iowa as Additional Insured does not waive any of the defenses of governmental immunity available to the City of Iowa City, Iowa, under Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time. 2. Claims Coverage. The insurance carrier further agrees that this policy of insurance shall cover only those claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time. Those claims not subject to Code of Iowa Section 670.4 shall be covered by the terms and conditions of this insurance policy. 3. Assertion of Government Immunity. The City of Iowa City, Iowa shall be responsible for asserting any defense of governmental immunity, and may do so at any time and shall do so upon the timely written request of the insurance carrier. Nothing contained in this endorsement shall prevent the carrier from asserting the defense of governmental immunity on behalf of the City of Iowa City. 4. Non -Denial of Coverage. The insurance carrier shall not deny coverage under this policy and the insurance carrier shall not deny any of the rights and benefits accruing to the City of Iowa City, Iowa under this policy for reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted by the City of Iowa City, Iowa. 5. No Other Change in Policy. The insurance carrier, the City of Iowa City, Iowa, agree that the above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. MMftPrrTrM 4d(7) Prepared by: Susan Dulek, Asst. City Attorney, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5030 RESOLUTION NO. 16-144 RESOLUTION AUTHORIZING THE MAYOR TO SIGN AND THE CITY CLERK TO ATTEST TO AN AGREEMENT WITH RIVERSIDE THEATRE THAT ALLOWS THE SALE OF WINE AND BEER UNDER LIMITED CIRCUMSTANCES IN CITY PARK FROM JUNE 16, 2016 THROUGH JULY 11, 2016. WHEREAS, section 4-5-3D of the City Code allows private entities to sell wine and beer and persons to consume wine and beer in a city park; WHEREAS, Riverside Theatre would like to be able to sell wine and beer in City Park in conjunction with Riverside Theatre Shakespeare Festival performances and related events from June 16, 2016 through July 11, 2016; and WHEREAS, it is in the City of Iowa City's interest to execute the attached agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: The City Manager is authorized to sign the attached agreement and any needed amendments. Passed and approved this 17th day of May 2016. ATTEST: CITY RK MAPR Approved by City Attorney's Office Resolution No. 16-144 Page 2 It was moved by Botchway and seconded by Resolution be adopted, and upon roll call there were: AYES: NAYS x x x x x ABSENT: 91 ABSTAIN: Mims the Botchway Cole Dickens Mims Taylor Thomas Throgmorton Drafted by: Susan Dulek, Ass't City Attorney, 410 E. Washington St, Iowa City, IA 62240; 31913565030 AGREEMENT BETWEEN THE CITY OF IOWA CITY AND RIVERSIDE THEATRE TO ALLOW THE TEMPORARY AND LIMITED SALE, CONSUMPTION, AND POSSESSION OF BEER AND WINE IN CITY PARK This Agreement is made between Riverside Theatre (hereinafter "Riverside") and the City of Iowa City, a municipal corporation (hereinafter "City"), in Iowa City, Iowa. WHEREAS, Riverside is an "authorized entity" as that term is defined in Iowa City City Ordinance No. 04-4123, codified at section 4-5-3D of the City Code; WHEREAS, Riverside has applied for a license to sell beer and wine for 213 N. Gilbert Street, Iowa City, Iowa and intends to apply to transfer said license to an area in City Park in and around the Riverside Theatre Festival Stage; and WHEREAS, the parties wish to enter into an agreement to allow Riverside to sell beer and wine and to allow persons to possess and consume beer and wine under limited circumstances in City Park. THE PARTIES THEREFORE AGREE AS FOLLOWS: Authorized Site. In consideration for Riverside's promises herein, the City agrees to allow Riverside control over an area south and east of the festival stage and the seating area as shown on the diagram, which is attached, marked Exhibit A, and incorporated herein ("authorized site"). 2. Term. This agreement shall commence on June 16, 2016 and shall expire on July 11, 2016. 3. Access. Riverside shall take all reasonable steps to ensure that every person on the authorized site has a ticket or invitation to that day's event or is an employee of, an independent contractor of, or volunteer for Riverside and shall exclude any person who is not. 4. License. This agreement is void if Riverside does not have a license to sell beer or wine on the authorized site at any time during the period of June 16, 2016 through July 11, 2016. 5. Sale of BeerMine. Riverside shall only sell beer or wine to a person who is over twenty-one (21) years of age and who has a ticket or invitation to that day's event or is an employee of, an independent contractor of, or a volunteer for Riverside. 6. Advertisement. Riverside shall not, nor shall it allow anyone to, erect or place any sign or other matter advertising any brand of alcoholic liquor, beer, or wine upon the authorized site. Notwithstanding any other provision, sponsorship signage unrelated to businesses selling alcohol, beer, wine, or tobacco will be allowed. 7. Inspection. City staff, including the Iowa City Police Department, may periodically inspect the authorized site without any prior notice to determine compliance with the terms of this agreement. 8. Debris and Trash. Riverside shall be solely responsible for collecting all debris and trash from the authorized site, and the City shall then remove the debris and trash. If Riverside fails to do so and if City staff has to collect the debris and trash from the authorized site, Riverside may be responsible for the cost incurred by the City, including staff time, and shall pay the costs in full within thirty (30) days of receiving an invoice. 9. Insurance. a) Premises Insurance. From June 16, 2016 through July 11, 2016, Riverside shall carry comprehensive general liability insurance for bodily injury and property damage on the authorized site in the amount of $1,000,000 (one million dollars) for each occurrence and $2,000,000 (two million dollars) in the aggregate, shall name the City as an additional insured, and shall include the Governmental Immunities Endorsement, a copy of which is attached, marked Exhibit B, and incorporated herein. Riverside shall furnish a copy of a certificate of insurance for same, satisfactory to the City at the time of execution of this agreement. Riverside shall provide thirty (30) days notice to the City before cancellation of said insurance, and said cancellation shall automatically terminate this Agreement. b) Dram Shop Insurance. From June 16, 2016 through July 11, 2016, Riverside shall carry "dram shop" insurance in compliance with Iowa Code section 123.92 (2015) in the amount of $500,000 (five hundred thousand dollars). Riverside shall provide thirty (30) days notice to the City before cancellation of said insurance, and said cancellation shall automatically terminate this Agreement. 10. Indemnification. Riverside shall pay on behalf of the City all sums which the City shall be obligated to pay by reason of any liability imposed upon the City for damages of any kind resulting from the use of the authorized sight or sale, consumption, or possession of beer or wine on the authorized site, whether sustained by any person or person, caused by accident or otherwise and shall defend at its own expense and on behalf of the City any claim against the City arising out of the use of the authorized site or sale, consumption, or possession of beer or wine on the authorized site. 11. No Smoking. Smoking, including the use of electronic cigarettes, is prohibited in the authorized sites, and Riverside shall post a no -smoking a sign at the front entrance to the authorized site and two signs inside the authorized site. The signs shall comply with Iowa Code Section 142D.6 (2015). Electronic cigarette means vapor product as defined in Section 453A.1 of the Code of Iowa (2015). 12. Non -Discrimination. Riverside shall not discriminate against any person in employment or public accommodation because of race, religion, color, creed, gender identity, sex, national origin, sexual orientation, mental or physical disability, marital status or age. "Employment' shall include but not be limited to hiring, accepting, registering, classifying, promoting, or referring to employment. 'Public accommodation" shall include but not be limited to providing goods, services, facilities, privileges and advantages to the public. 13. Termination. The City may terminate this agreement upon written notice for violation of any provision of this agreement. 2 14. Assignment and Subletting. Riverside shall not assign or sublet this agreement without prior written approval of the City. 15. Entire Agreement. This constitutes the whole agreement between the parties, and may be modified in writing only, duly signed by the parties. Date, this 17th day of May,2016. RIVERSIDE THEATRE r A 4a4 I l By THE CITY OF IOWA CITY By: G66ff Fruin, Interim City Manager RIVERSIDE ACKNOWLEDGMENT STATE OF IOWA JOHNSON COUNTY This instrument wa ackW�Qw edged before me on /Li .(n.. J� 2016 by \10111W �O (name(s) of person(s)) as _[�( (ht 9�_� (i�G (type of authority, e.g, officer, trustee, etc.) of Riverside Theatre. Notary Public in and for My Commission expires: Approved by: City Attorney's Office Cl of Iowa Natasha E Wendt ,mkginn Ndmber 747714 � %A ayd�5 oz aou Z i� CID N lI Q cc cc LL>- CD C� ' o O - N 5'AA >\ iro6 roam 'P) P6AGM 600-631-6989 EXHIBIT B City of Iowa City, Iowa Governmental Immunities Endorsement 1. Non -waiver of Government Immunity. The insurance carrier expressly agrees and states that the purchase of this policy and the including of the City of Iowa City, Iowa as Additional Insured does not waive any of the defenses of governmental immunity available to the City of Iowa City, Iowa, under Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time. 2. Claims Coverage. The insurance carrier further agrees that this policy of insurance shall cover only those claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time. Those claims not subject to Code of Iowa Section 670.4 shall be covered by the terms and conditions of this insurance policy. 3. Assertion of Government Immunity. The City of Iowa City, Iowa, shall be responsible for asserting any defense of governmental immunity, and may do so at any time and shall do so upon the timely written request of the insurance carrier. Nothing contained in this endorsement shall prevent the carrier from asserting the defense of governmental immunity on behalf of the City of Iowa City. 4. Non -Denial of Coverage. The insurance carrier shall not deny coverage under this policy and the insurance carrier shall not deny any of the rights and benefits accruing to the City of Iowa City, Iowa under this policy for reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted by the City of Iowa City, Iowa. 5. No Other Chancre in Policy. The insurance carrier, the City of Iowa City, Iowa agree that the above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. ld - 4d(8) Prepared by: Sara Greenwood Hektoen, Asst. City Attorney, 410 E. Washington St., Iowa City, IA 52240, 356-5030 RESOLUTION NO. 16-145 RESOLUTION APPROVING THE ACCEPTANCE OF THE DEDICATION OF OUTLOT C, WINDSOR WEST—PART THREE, IOWA CITY, JOHNSON COUNTY, IOWA, AS PUBLIC OPEN SPACE. WHEREAS, the City and Arlington Development, Inc. entered into a subdivider's agreement for Windsor West- Part Three, recorded April 29, 2014, at Book 5224, Page 242, in the records of the Johnson County, Iowa Recorder's Office, contemporaneously with the final platting of said subdivision; and WHEREAS, pursuant to the said Subdividers Agreement, Arlington Development, Inc. agreed to dedicate Outlot C to the City for public open space, and the City agreed to accept the dedication of Outlot C upon the satisfaction of certain conditions set forth in said agreement; and WHEREAS, Staff finds that these conditions have been satisfied; and WHEREAS, the City Council finds acceptance of said dedication to be in the public interest. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: Acceptance of the above -referenced parcel for public open space, in a form of conveyance approved by the City Attorney's Office, is hereby approved and authorized. 2. The Mayor is authorized to sign and the City Clerk to attest any and all documentation necessary to effectuate the acceptance of said dedication and to record the same at Owner's expense. Passed and approved this 17th day of May 2016. MAYOR j� A roved by ATTEST: / /llLu��J y(J- AAjA_ CITY CLERK City Attorney's Office Resolution No. 16-145 Page 2 It was moved by Botchway and seconded by Mims the Resolution be adopted, and upon roll call there were: AYES: NAYS: x x x x x x ABSENT: x Botchway Cole Dickens Mims Taylor Thomas Throgmorton Prepared by: Michael J. Pugh 1100 Sixth Street, Suite 102 (319)351-2028 Pugh Hagan Prahm PLC Coralville, Iowa 52241 FAX (319)351-1102 After recording return to: City of Iowa City, Iowa Go Ms. Sara Greenwood-Hektoen 410 E Washington St., Iowa City, Iowa 52240-18266 QUIT CLAIM DEED For the consideration of One Dollar(s) and other valuable consideration, Arlington Development, Inc., an Iowa corporation, does hereby Quit Claim to City of Iowa City, Iowa, all of its right, title, interest, estate, claim and demand in the following described real estate in Johnson County, Iowa: Outlot C, Windsor West — Part Three, Iowa City, Johnson County, Iowa, according to the plat thereof, recorded in Book 58, Page 235, Plat Records of Johnson County, Iowa. This deed is given to a municipal city and is given without actual consideration. Therefore, it is exempt from real estate transfer tax pursuant to Iowa Code Section 428A.2(6). Words and phrases herein, including acknowledgment hereof, shall be construed as in the singular or plural number, and as masculine or feminine gender, according to the context. CITY OF IOWA CITY 4-a� MEMORANDUM Date: May 11, 2016 To: Geoff Fruin, Interim City Manager From: Chris O'Brien, Director of Transportation & Resource Management Re: Transit engine removal and replacement Introduction: At the May 17 City Council meeting, consideration will be given to a resolution authorizing the procurement of services to remove and replace engines for transit buses for the Transportation and Resource Management Department. History/background: In March of 2016 a contract was awarded to Cummins Central Power LLC after submitting a response to an RFP put out by the City in December of 2015. The contract included the parts and labor necessary to remove and replace engines in transit heavy duty buses that were unable to be restored to working condition. It was anticipated at that time that the repairs necessary for four engines would cost $125,000, which is within the City Manager's signature authority. Discussion of Solution: After completing the repairs on the four engines, two more engines went in for what we thought were minor repairs. Upon getting into the repairs it was found that the issues were more extensive and that these two engines were also in need of replacement. The cost for removing and replacing the existing engines would carry this contract beyond the signing authority of the City Manager which is $150,000, thus requiring City Council approval. Financial Impact: The estimated cost to complete the work involved in the removal and replacement of the two engines will be approximately $68,000, resulting in a total contract amount of around $200,000. Recommendation: It is the recommendation of the Transportation & Resource Management Department to authorize the procurement of these services in order to get these vehicles in working condition. Prepared by: Chris O'Brien, Transportation Services, 410 E. Washington St., Iowa City, IA 52240 (319)356-5156 RESOLUTION NO. 16-146 RESOLUTION AUTHORIZING THE PROCUREMENT OF SERVICES TO REMOVE AND REPLACE ENGINES FOR TRANSIT BUSES FOR THE TRANSPORTATION AND RESOURCE MANAGEMENT DEPARTMENT WHEREAS, the City of Iowa City previously put out a Request for Proposals (RFP) relating to the removal and replacement of engines for transit buses; and WHEREAS, after reviewing the submitted proposals, the work was awarded to Cummins Central Power LLC.; and WHEREAS, at the time of the award to Cummins Central Power LLC., the work was anticipated to cost approximately $125,000, which is within the City Manager's signature authority; and WHEREAS, it has been discovered that additional engines have been found to be in a condition that requires replacement, raising the cost of the project over $150,000, thus exceeding the City Managers signature authority and requiring City Cobncil approval; and WHEREAS, funds for this project will come from account 71810230; and WHEREAS, approval of this project is in the public interest. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: The proposed procurement as described is approved. 2. The City Manager is authorized to take whatever steps are necessary to effectuate the purchase. Passed and approved this 17th day of Ma '20 16 MA)(OR )� Appjroved^by ATTEST: �C - d ` Y �6 CITY ttERIK City Attorney's Office It was moved by Botchway and seconded by and upon roll call there were: AYES: X X X X X X NAYS: Mims ABSENT the Resolution be adopted, Botchway Cole X Dickens Mims Taylor Thomas Throgmorton Prepared by: Karen Howard, 410 E. Washington St., Iowa City, IA 52240 (319) 3565251 (SUB15-00022) 4d(11) RESOLUTION NO. 16-147 RESOLUTION APPROVING FINAL PLAT OF RIVERSIDE CROSSING PLAT 1, IOWA CITY, IOWA. WHEREAS, the owner, Kum & Go, L.C., filed with the City Clerk the final plat of Riverside Crossing Plat 1, 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: LOTS 2 THROUGH 9, BLOCK 1 AND THE VACATED ALLEY COINCIDENT WITH THE EAST LINE OF LOTS 6 THROUGH 9 AND THE VACATED ALLEY COINCIDENT WITH THE WEST LINE OF LOTS 2 THROUGH 5 ALL IN CARTWRIGHT'S ADDITION, IOWA CITY, IOWA, ACCORDING TO THE PLAT THEREOF RECORDED IN BOOK 13 AT PAGE 432, DEED RECORDS OF JOHNSON COUNTY, IOWA; EXCEPTING THAT PROPERTY CONVEYED TO THE STATE OF IOWA BY WARRANTY DEED DATED AUGUST 3, 1960, RECORDED IN BOOK 245, PAGE 29, DEED RECORDS OF JOHNSON COUNTY, IOWA; AND ALSO EXCEPTING THAT PORTION ACQUIRED BY THE STATE OF IOWA THROUGH CONDEMNATION PROCEEDINGS FILED OF RECORD DECEMBER 15, 1989, RECORDED IN BOOK 1039, PAGE 174 AND RECORDED DECEMBER 15, 1988 BOOK 1039 PAGE 98; AND ALSO EXCEPTING THERE FROM THOSE PORTIONS CONVEYED FOR HIGHWAY RECORDED OCTOBER 24, 1960 IN BOOK 229, PAGE 107; AND ALSO EXCEPTING THERE FROM THAT PORTION CONVEYED IN THE WARRANTY DEED RECORDED JULY 20,1983 IN BOOK 657, PAGE 96; AND ALSO EXCEPTING THERE FROM THAT PORTION CONVEYED IN THE WARRANTY DEED RECORDED MARCH 16, 1989 IN BOOK 1050, PAGE 396; AND ALSO EXCEPTING THERE FROM THAT PORTION CONVEYED IN THE PURCHASE AGREEMENT RECORDED MARCH 16, 1989 IN BOOK 1050, PAGE 407; AND ALSO EXCEPTING THERE FROM THAT PORTION CONVEYED IN WARRANTY DEED RECORDED MARCH 16, 1989 IN BOOK 1050, PAGE 414. WHEREAS, the Department of Neighborhood and Development Services 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, there are no public improvements within the platted area; WHEREAS, said final plat and subdivision are found to conform with Chapter 354, Code of Iowa (2015) and all other state and local requirements. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: The said final plat and subdivision located on the above-described real estate be and the same are hereby approved; and 2. The City accepts the dedication of Outlot A as public right-of-way; and 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 Resolution No. 16-147 Page 2 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. Passed and approved this 17th day of May '2016. ATTEST:iv CITY CLERK mAYbR G `/ Approved by � 96�1G City Attorneys Office //;z 10 //(p Z10//(p It was moved by Botchwav and seconded by Mims the Resolution be adopted, and upon roll call there were: AYES: X X X x X X NAYS: pcdftemplales/SUB15-00022 Final Plat Resolution (2).doc.doc ABSENT: FA Thomas Mims Botchway Dickens Cole Taylor Throgmorton STAFF REPORT To: City Council Prepared by: Marti Wolf, Planning Intern Item: SUB15-00022 Kum & Go Date: May 3, 2016 GENERAL INFORMATION: Applicant: Kum & Go, L.C. 6400 Westown Parkway West Des Moines, IA 50266 (515) 226-0128 Contact Person: Keith Weggen Civil Design Advantage 3405 SE Crossroads Drive, Suite G Grimes, IA 50111 (515) 369-4400 Requested Action: Final plat approval Purpose: Location: Size: Existing Land Use and Zoning: Surrounding Land Use and Zoning: Comprehensive Plan: File Date: 60 Day Limitation Period: BACKGROUND INFORMATION: Development of a convenience store and gas station 715, 731 South Riverside and 124 West Benton 58,511 square feet (1.4 acres) Restaurantfvacant Riverfront Crossings—West Riverfront Subdistrict (RFC -WR) North: multi -family; RFC -WR South: Commercial; CC -2 East: Commercial; RFC -WR West: Residential; RS -8 Downtown and Riverfront Crossings Master Plan August 14, 2015 (Complete application received on April 18, 2016) June 16, 2016 The applicant, Kum & Go, has submitted a final plat for Riverside Crossing Plat 1, a 1 -lot, 1.4 -acre subdivision located at the northwest comer of South Riverside Drive and West Benton Street. These properties were rezoned from Community Commercial (CC -2) to Riverfront Crossings - West Riverfront (RFC -WR) at the City Council meeting on September 19, 2015. ANALYSIS: The final plat of SUB15-00022 is a one lot commercial subdivision intended to consolidate previously platted lots into one lot prior to redevelopment of the property as a convenience store/gas station. No preliminary plat was filed. The City may waive submission of the preliminary plat if the final plat includes all the requirements of the preliminary plat. Staff finds that the submitted plat is in compliance with the subdivision regulations. There are no public improvements planned within the platted area, therefore, there are no construction drawings required. Legal papers are currently being reviewed by staff. It is anticipated that these documents will be approved prior to the May 3, 2016 City Council meeting. STAFF RECOMMENDATION: Staff recommends approval of SUB15-00022, the final plat of Riverside Crossing, Plat 1, a 1 -lot, 1.4 -acre commercial subdivision located at the northwest corner of South Riverside Drive and West Benton Street, subject to approval of legal papers by the City Attorney. ATTACHMENTS: 1. Location Map 2. Final plat Approved by: John Yapp, Development Services Coordinator, Department of Neighborhood and Development Services PCD\,$lett Repomnmai pla, slats repos tloca w 0 r_3 Application for Subdivision Final Plat for 715/731 South Riverside Drive & 124 West Benton Street. ot M 5a 'i'i 1 D• �.a _. `Zoning designations available online at: Document Path: S: MI-ocation Maps\2015\SUB15-00022 AERIAL BLACK At http://w .irgov.org/site/CMSv2/File/planninglurban/ZoningMap.pdf 10 O n�u r•. RIVERSIDE CROSSING PLAT 1 • G (�n oµire•ws :w�l� • to �wotl m M'� �1� �o mmwtlns o i �ua •YwG�nY[vlly s �ry .............. ............................ ...... ... ... ...... _.._.... 4Lpn 1tC y p $. m m p 1 rar m warei s eos-�r Bt FINAL PLAT r•. RIVERSIDE CROSSING PLAT 1 • G (�n oµire•ws :w�l� • Gr0.p00�6 01 �wotl m M'� �1� w• mmwtlns o i �ua •YwG�nY[vlly s �ry R 4Lpn 1tC SUBOMDER'S ATTORNEY � I I ';I rar m warei s eos-�r I I et e I ..I S mo m.v p ..... WW N 01�I p I of • m 1=.1 wr:nrrr:r [® / M1r.n 5 I!I { I r��ucrroc uxuexr x•a -� y I •N'1CNW16Mtl1 an w B61'SYW t3A'(R) WTgY1'II213.tSpi� v 1YM`. xrY N WEST BENTON STREET E PLAT DESCRIPTION: pwmy r +[ -rY+.wav urm m:®.r�wx .mn�a o•r mr. w .ewo�i:e A z w�.• Mweor 5 �Mm n�irwa uvm:ml.er.'az_a ®:wis e�v�m�i.�,�c :•:o .M1im �w.imrm rro��rrrim®�'tlmm �riw1 w�imr�.:� ova 'o um ®iw .« r'�'vr �ws MIMrr ®1®RE 4Y a rtll w plt tlY. rr¢ a M CIDr�wt T2 r�i0: r�iur w:q � M1 �Iml® rrM. a r� w rN rqp I� M W .LL L®nrC n9R rN: r:ur apMr Ilra® YMOr a r� w rOJ: r®, r/¢ tlF. MO Nb fi®rwC eOZ rp: m.r s. wr w.w•m w ws tls..n atm aoxm wwr w r. w m rtlo n¢ w. Y e LEGEND' r•. ar �� aT�oiMMYno • G (�n oµire•ws :w�l� • o �wotl �4y$ mmwtlns o i �ua •YwG�nY[vlly s �ry R 4Lpn 1tC SUBOMDER'S ATTORNEY u ENGINEER/SURVEYOR: >�n W �� aT�oiMMYno OWNERIDEVELOPER: �wotl �4y$ mmwtlns o � DATE OF SURVEY: s r§Y u ry ®@ L M• e SUBOMDER'S ATTORNEY rar m warei s eos-�r -r a tlotj Prepared by: Marti Wolf, Planning Intern, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5240 (SUB16-0003) RESOLUTION NO, 16-148 RESOLUTION APPROVING FINAL PLAT OF CARDINAL POINTE WEST -PART I, IOWA CITY, IOWA. WHEREAS, the owner, The Crossings Development, LC, filed with the City Clerk the final plat of Cardinal Pointe West -Part I, 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: LEGAL DESCRIPTION PART OF THE NORTHWEST QUARTER AND PART OF THE NORTHEAST QUARTER AND PART OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 12, TOWNSHIP 79 NORTH, RANGE 7 WEST OF THE 5TH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA AND A PART OF AUDITOR'S PARCEL NO. 2012052 AS RECORDED IN BOOK 56, PAGE 379 IN THE OFFICE OF THE JOHNSON COUNTY, IOWA RECORDER AND PART OF AUDITOR'S PARCEL NO. 2012053 AS RECORDED IN BOOK 56, PAGE 378 IN THE OFFICE OF THE JOHNSON COUNTY, IOWA RECORDER DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTH QUARTER CORNER OF SAID SECTION 12; THENCE S0001'43"W 476.71 FEET ALONG THE EAST LINE OF THE NORTHEAST QUARTER OF SAID NORTHWEST QUARTER TO THE SOUTHERLY CORPORATE LIMIT LINE AS ESTABLISHED IN THE CORALVILLE VOLUNTARY ANNEXATION AND RECORDED IN BOOK 3873, PAGES 868-897 IN THE OFFICE OF THE JOHNSON COUNTY, IOWA RECORDER AND THE POINT OF BEGINNING; THENCE N89003128"E 198.73 FEET ALONG SAID SOUTHERLY CORPORATE LIMIT LINE; THENCE SOUTHEASTERLY 179.94 FEET ALONG SAID SOUTHERLY CORPORATE LIMIT LINE AND THE ARC OF A 500.00 FOOT RADIUS CURVE, CONCAVE SOUTHERLY (CHORD BEARS S8003715711E 178.97 FEET) TO THE WESTERLY LINE OF AUDITOR'S PARCEL 2014116 AS RECORDED IN BOOK 59, PAGES 93-94 IN THE OFFICE OF THE JOHNSON COUNTY RECORDER; THENCE S1904013811W 33.00 FEET ALONG SAID WESTERLY LINE TO THE SOUTHERLY LINE OF SAID AUDITOR'S PARCEL 2014116; THENCE SOUTHEASTERLY 41.84 FEET ALONG SAID SOUTHERLY LINE AND THE ARC OF A 25.00 FOOT RADIUS CURVE, CONCAVE SOUTHWESTERLY (CHORD BEARS S2202215111E 37.12 FEET); THENCE S25033'4011W 10.00 FEET ALONG SAID SOUTHERLY LINE; THENCE S64026'20"E 60.00 FEET ALONG SAID SOUTHERLY LINE; THENCE N2503314011E 12.33 FEET ALONG SAID SOUTHERLY LINE; THENCE NORTHEASTERLY 39.27 FEET ALONG SAID SOUTHERLY LINE AND THE ARC OF A 25.00 FOOT RADIUS CURVE, CONCAVE SOUTHERLY (CHORD BEARS N70033'40"E 35.36 FEET); THENCE S64026'2011E 111.50 FEET ALONG SAID SOUTHERLY LINE; THENCE S2101015011W 132.95 FEET; THENCE S9015'18"W 55.00 FEET; THENCE S001811911E 55.00 FEET; THENCE S8405415211W 200.00 FEET; THENCE NORTHWESTERLY 16.52 FEET ALONG THE ARC OF A 530.00 FOOT RADIUS CURVE, CONCAVE EASTERLY (CHORD BEARS N401113211W 16.52 FEET); THENCE S86042103"W 215.79 FEET; THENCE S14030'51"W 68.49 FEET; THENCE S2104810511W 170.86 FEET; THENCE S53013137"W 209.13 FEET; THENCE S8303614311W 156.77 FEET; THENCE S000010011E 144.54 FEET; THENCE S52048114"E 489.10 FEET; THENCE 51605112911E 238.65 FEET; THENCE S44049118"E 384.61 FEET; THENCE 526004134"E 305.37 FEET; THENCE 56904615011E 240.68 FEET TO THE SOUTHERLY LINE OF SAID AUDITOR'S PARCEL NO. 2012053; THENCE 563056'0611W 202.41 FEET ALONG SAID SOUTHERLY LINE TO THE SOUTHWEST CORNER OF SAID AUDITOR'S PARCEL NO. 2012053; THENCE N4703013011W 0.55 FEET ALONG THE WESTERLY LINE OF SAID AUDITOR'S PARCEL NO. 2012053; THENCE N7501313011W 139.56 FEET ALONG SAID WESTERLY LINE; THENCE N47030'37"W 642.69 FEET ALONG SAID WESTERLY Resolution No. 16-148 Page 2 LINE; THENCE N4703011411W 857.65 FEET ALONG SAID WESTERLY LINE; THENCE N4303510711W 949.07 FEET ALONG SAID WESTERLY LINE; THENCE N003610111W 395.43 FEET TO THE SOUTHERLY CORPORATE LIMIT LINE AS ESTABLISHED IN SAID CORALVILLE VOLUNTARY ANNEXATION; THENCE N8900312811E 1301.11 FEET ALONG SAID SOUTHERLY CORPORATE LIMIT LINE TO THE POINT OF BEGINNING. SAID PARCEL CONTAINS 39.77 ACRES, SUBJECT TO EASEMENTS AND RESTRICTIONS OF RECORD. WHEREAS, the Department of Neighborhood and Development Services 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 (2015) and all other state and local requirements. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 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 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. Passed and approved this 17th day of May 20 16 MAYOR ATTEST: YY(�„IJ y� . `k CITY RK pcd/templates/CPW Final Resolution (2).doc.doc Approved by City Attorney's Office Resolution No. 16-1 Page 3 It was moved by Botchway and seconded by Mims the Resolution be adopted, and upon roll call there were: AYES: NAYS x x x x x x ABSENT: x ABSTAIN: Botchway Cole Dickens Mims Taylor Thomas Throgmorton norr Prepared by: Marti Wolf, Planning Intern, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5240 (SUB16-0003) 4d(9 2) RESOLUTION RESOLUTION APPROVING FINAL PLAT OF CARDINAL POINTE WEST -PART I, IOWA CITY, IOWA. WHEREAS, the owner, The Crossings Development, LC, filed with the City Clerk the final plat of Cardinal Pointe West -Part I, Iowa City, Iowa, Johnson County, Iowa; and WHEREAS, said subdivision is located on the following -described real estate in Iowa pity, Johnson County, Iowa, to wit: LEGAL DESCRIPTION PART OF THE NOTH WEST QUARTER AND PART OF THE N�QRTHEAST QUARTER AND PART OF - NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 12, TOW SHIP 79 NORTH, RANGE 7 WEST/OF THE 5TH PRINCIPAL MERIDIAN, IOWA CI JOHNSON COUNTY, IOWA AND A PART OF AUDITOR'S PARCEL NO. 2012052 S RECORDED IN BOOK 56PAGE 379 IN THE OFFICE OF THE JOHNSON COUN IOWA RECORDER AND Pk- T OF AUDITOR'S PARCEL NO. 2012053 AS RECORDED BOOK 56, PAGE 378/IN THE OFFICE OF THE JOHNSON COUNTY, IOWA RECORDE4R DESCRIBED AS FOLLOWS: COMMENCING AT THE NOR11 S0001'43"W 476.71 FEET AL OF SAID NORTHWEST QUART ESTABLISHED IN THE CORAL' BOOK 3873, PAGES 868-897 RECORDER AND THE POINT ALONG SAID SOUTHERLY C 179.94 FEET ALONG SAID SOI A 500.00 FOOT RADIUS S80037'57"E 178.97 FEET T 2014116 AS RECORDE IN JOHNSON COUNTY R 6ORD WESTERLY LINE TO E SOL THENCE SOUTH EA ERLY 4 ARC OF A 25.00 OT RAD BEARS S22022'51" 37.12 FEI SOUTHERLY Ll< THENCE LINE; THENCE/N25°33'40"E C QUARTER yCORNER OF SAID SECTION 12; THENCE G THE EAST LINE OF THE NORTHEAST QUARTER =RTO AE SOUTHERLY CORPORATE LIMIT LINE AS LEOLUNTARY ANNEXATION AND RECORDED IN TjHE OFFICE OF THE JOHNSON COUNTY, IOWA O BEGINNING; THENCE N89°03'28"E 198.73 FEET )R RATE LIMIT LINE; THENCE SOUTHEASTERLY THNE CORPORATE LIMIT LINE AND THE ARC OF URONCAVE SOUTHERLY (CHORD BEARS TESTERLY LINE OF AUDITOR'S PARCEL TOOPAGES 93-94 IN THE OFFICE OF THE :R; CE S19040'38"W 33.00 FEET ALONG SAID FHERLY L E OF SAID AUDITOR'S PARCEL 2014116; .84 FEET A ONG SAID SOUTHERLY LINE AND THE JS CURVE, ONCAVE SOUTHWESTERLY (CHORD T); THENCE 25°33'40"W 10.00 FEET ALONG SAID i64026'20"E 60. 0 FEET ALONG SAID SOUTHERLY .33 FEET ALON SAID SOUTHERLY LINE; THENCE NUM I MCAD 1 r7MLT 3`J.L/ rCC I ALUIVU JAIU AUU r1CKLT LILAC AIVU I r1C AmL, Ur H 25.00 FOOTDIUS CURVE, CONCAVE SOUTHERY (CHORD BEARS N70°33'40"E L NG SAID 35.36 FEET ; THENCE S64026'20"E 111.50 FEET ASOUTHERLY LINE; THENCE 21°10'50"W 132.95 FEET; THENCE S9°1 8"W 55.00 FEET; THENCE S0°18'19" 55.00 FEET; THENCE S84°54'52"W 00.00 FEET; THENCE NORTH ESTERLY 16.52 FEET ALONG THE ARC OF 530.00 FOOT RADIUS CURV ,CONCAVE EASTERLY (CHORD BEARS N4°11'32"W 6.52 FEET); THENCE S860 '03"W 215.79 FEET; THENCE S14°30'51"W 68.49 FEET; THENCE S21°48'05"W 170. 6l FEET; THENCE S53°13'37"W 209.13 FEET; THENCE S83°36'43"W 156.77 FEET; THENCE S0000'00"E 144.54 FEET; THENCE S52°48'14"E 489.10 FEET; THENCE S16051'29"E 238.65 FEET; THENCE S44049'18"E 384.61 FEET; THENCE S26004'34"E 305.37 FEET; THENCE S69°46'50"E 240.68 FEET TO THE SOUTHERLY LINE OF SAID AUDITOR'S PARCEL NO. 2012053; THENCE S63°56'06"W 202.41 FEET Resolution No. Page 2 ALONG SAID SOUTHERLY LINE TO THE SOUTHWEST CORNER OF SAID AUDITOR'S PARCEL NO. 2012053; THENCE N47°30'30"W 0.55 FEET ALONG THE WESTERLY LINE OF SAID AUDITOR'S PARCEL NO. 2012053; THENCE N75°13'30"W 139.56 ALONG SAID WESTERLY LINE; THENCE N47°30'37"W 642.69 FEET ALONG SAID WESTERLY LINE; THENCE N47°30'14"W 857.65 FEET ALONG SAID WESTERLY LINE; THENCE N43°35'07"W 949.07 FEET ALONG SAID WESTERLY LINE; THENCE NO°36'01"W 395.43 FEET TO THE SOUTHERLY CORPORATE LIMIT LINE AS ESTABLISHED IN SAID CORALVILLE VOLUNTARY ANNEXATION; THENCE N89003'28"E 1301.11 FEET ALCM G SAID SOUTHERLY CORPORATE' LIMIT LINE TO THE POINT OF BEGINNING. \, SAID PARCEL CONTAINS 39.77 ACRES, SUBJECT TO RESTRICTIONS OF RECORD. G 0NIAD WHEREAS, the Department of Neighborhood and Development Services 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 (2015) 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 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. Passed and approved this day of 20 MAYOR ATTEST: CITY tLERK pcd/templates/CFV'/ Final Resolution (2).doc.tloc Approved by City Attorney's OfficeS��2 �-d 6;.-) STAFF REPORT To: City Council Prepared by: Marti Wolf, Planning Intern Item: SUB16-00003 Date: May 10, 2016 Cardinal Pointe West – Part I GENERAL INFORMATION: Applicant: The Crossings Development, LC 755 Mormon Trek Blvd. Iowa City, IA 52244 Contact Person: Brian Vogel, P.E. Hall & Hall Engineers 1860 Boyson Road Hiawatha, Iowa 52233 Requested Action: Final plat approval Purpose: To create 31 residential lots Location: South of Kennedy Parkway and West of Camp Cardinal Boulevard Size: 39.77 acres Existing Land Use and Zoning: Low -Density Single Family Residential (RS -5) Surrounding Land Use and Zoning: North: Undeveloped and residential - Coralville South Undeveloped – ID -RP East: Undeveloped – ID -RP West: Undeveloped – ID -RP Comprehensive Plan: Conservation Design – Clear Creak Master Plan Neighborhood Open Space District: Clear Creek (NW -1) File Date: April 22, 2016 60 Day Limitation Period: June 21, 2016 BACKGROUND INFORMATION: The applicant, The Crossings Development, LC, has submitted a final plat for Cardinal Pointe West – Part One, a 31 -lot, 26.17 -acre residential subdivision located west of Camp Cardinal Boulevard south of Kennedy Parkway. The preliminary plat was approved in January 2016. Cardinal Pointe West—Part One consists of 31 single-family lots and five outlots. Outlots A, B and C are for private open space to be maintained by a homeowners association. Outlot D is for stormwater management facilities to be maintained by the homeowners association and Outlot E is for future development. ANALYSIS: The final plat of Cardinal Pointe West – Part One is in general compliance with the approved plat and subdivision regulations. Legal papers and construction drawings are currently being reviewed by staff. It is anticipated that these documents will be approved prior to the May 17 Council Meeting. Neighborhood Open Space: The Neighborhood Open Space Plan identifies the proposed subdivision as part of the Clear Creek Neighborhood Open Space District (NW -1). The Neighborhood Open Space Ordinance requires the dedication of 26,786 square feet of property or the payment of fees in lieu of. The Parks and Recreation Department has chosen fees in lieu of land dedication. This requirement should be addressed in the legal papers. Infrastructure Fees: Infrastructure fees are $435 per acre for water main extension fees and $570.98 per acre for sanitary tap -on fees. Payment of these fees should be addressed in the legal papers. STAFF RECOMMENDATION: Staff recommends approval of SUB16-0003, the final plat of Cardinal Pointe West—Part One, a 35 -lot, 26.17 -acre residential subdivision located south of Kennedy Parkway and west of Camp Cardinal Boulevard, subject to approval of construction drawings and legal papers by the City Engineer and City Attorney. ATTACHMENTS: 1. Location Map 2. Final plat Approved by: John Yapp, Development Services Coordinator, Department of Neighborhood and Development Services PCMStaf!Hap"ftal plat staff raporl.E City of Iowa City SUB16-00003 Prepared by: Marti Wal! Feet Date Prepared.- February 201f Cardinal Pointe West --Part One ' 1.000 2,000 IFz f . J £ , a , t � s , = Qom. _ •. . - _ ,� .z :? MAL P1Ar FOR CAROPoIMEE PARTONE J THE Cf iYOF IOWA W A CfIY. JOJOHNSON COUN'1Y.10N / I MAL P1Ar FOR CAROPoIMEE PARTONE J THE Cf iYOF IOWA W A CfIY. JOJOHNSON COUN'1Y.10N Date: May 11, 2016 To: City Manager CITY OF IOWA CITY MEMORANDUM From: Dan Striegel- Equipment Superintendent Re: May 17, 2016 City Council Meeting Introduction: At the May 17, 2016 City Council meeting, consideration will be given to a resolution approving the purchase of two (2) municipal snow plow truck bodies from Henderson Products Inc. in Manchester, IA. History/Background: The City of Iowa City Streets Division currently has two (2) plow trucks that are budgeted for replacement in Fiscal Year 2016. These trucks are used for snow removal in the winter months and general hauling throughout the year. Discussion of Solutions: In working with the Streets Superintendent, the National Joint Powers Alliance (NJPA) contract #080114 -HPI will be utilized for the purchase of the truck bodies which affords a 30% discount off of list price. Contract price for one body is $88,139.00 and the other body price is $109,052.00 as per quotes from Henderson Products, Inc. dated April 13, 2016. Both bodies are equipped with front plow, wing plow, combination dump/spreader body and salt brine pre -wetting system. One of the bodies will also include an underbody scraper. The addition of the pre -wetting systems and underbody scraper will help enhance the City's snow and ice management capabilities. The truck chassis (2) will be put out for bid in a separate solicitation. Financial Impact: The total cost for both truck bodies is $197,191.00 after contract discounts. Funds for this purchase are available in account # 8101-710520 and account # 2200-710330. Recommendation: Due to the age and condition of the current plow trucks, it is recommended this purchase for replacement be approved. 05-1 4d(14) -j/61(/y) Prepared by: Dan Striegel, Equipment Superintendent, 1200 S. Riverside Drive, Iowa City, IA 52246 (319) 356-5197 RESOLUTION NO. 16-149 RESOLUTION AUTHORIZING THE PROCUREMENT OF TWO (2) SNOW PLOW TRUCK BODIES WHEREAS, two (2) plow trucks are budgeted for replacement in Fiscal Year 2016; and WHEREAS, National Joint Powers Alliance (NJPA) contract #080114 -HPI will be utilized for the purchase of the plow truck bodies; and WHEREAS, the total purchase price of the (2) plow truck bodies is $197,191.00; and WHEREAS, this amount exceeds the City Manager's spending authority of $150,000, thus requiring City Council approval; and WHEREAS, funds for this purchase are available in account # 8101-710520 and account # 2200-710330; and WHEREAS, approval of this procurement is in the public interest. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The proposed procurement as described above is approved. 2. The City Manager is authorized to take the steps necessary to make the purchase. Passed and approved this 17th day of May 2016. 4 M OR /A proved by (fit If � n City Attorney's Office 5114110 Resolution No. 16-149 Page 2 It was moved by Botchway and seconded by Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: ABSTAIN: Mims the x Botchway x Cole x Dickens x Mims x Taylor x Thomas x Throgmorton 4 .wry vim .f Excerpted from draft version of the Minutes of the May 10, 2016 Economic Development Committee meeting Fruin spoke to Members regarding this request, noting that in 2013 the Riverfront Crossings Master Plan was adopted for this area. This section of Gilbert Street is included in the Master Plan and the request for facade improvements would be a very positive thing for this area. He spoke to the value of improving one of the older buildings in this area and about Big Grove's plans for it. Matt Swift then addressed Members, stating that they are excited about the opportunity to bring Big Grover Brewery to Iowa City. They plan to use a high-tech brewing system that will enable them to brew in an efficient manner. There will be a tap room addition in the rear of the building which will open up toward the park behind the building. Mims stated that she was very pleased to see this application and the plans that Big Grove has for this building. Cole agreed with Mims, stating that this area of Riverfront Crossings could use a development of this type. He believes it will become a destination. Throgmorton also agreed that the project will be a plus for the area. He then asked for some clarification of the plans in the packet — he wanted to know more about a mezzanine area that is shown on the drawings and how it integrates with the rest of the floor plan. Swift explained where noting that it will be busieness offices and located above the main floor area of the building. Fruin then spoke briefly to the park development to the west, noting that Council will be seeing some plans soon regarding what is projected for this area. Cole moved to recommend the request to the full City Council for financial assistance of $40,000 for facade improvements to Big Grove Brewery, located at 1225 S. Gilbert Street. Throgmorton seconded the motion. The motion carried 3-0. Date: May 9, 2016 To: City Council Economic Development Committee From: Geoff Fruin, Interim City Manager Re: Recommendation for Big Grove Brewery Fagade Grant The City Council adopted the Downtown and Riverfront Crossings Master Plan in 2013. Since that time, the City has budgeted funds in the Capital Improvement Program to facilitate both public and private improvements that help achieve the vision articulated in the plan. The City has taken a similar approach to help spur activity in the Towncrest neighborhood. Over the last few years, the Riverfront Crossing and Towncrest capital improvement funds have been used to fund public planning studies, as well as support private development primarily though facade improvement grants. Since the adoption of the Downtown and Riverfront Crossings Master Plan, the City has experienced strong development interest in Riverfront Crossings. Much of this interest has been located in the core of the district (e.g. MidwestOne, Sabin Townhomes, CA Ventures) and on the western edge (e.g. Emrico Riverside Apartments, Kum and Go, Brueggers, Hampton Inn). The eastern edge of the district along Gilbert Street has been slower to attract strong development interest. This corridor is critically important to the overall plan, particularly with respect to how redevelopment can strengthen the pedestrian and bicycle connections to downtown, as well as the visual appeal of both the Gilbert Street and Ralston Creek frontages. Several months ago, Big Grove Brewery approached the City about locating a brewery / taproom at 1225 S Gilbert (former Iowa Hawk Shop Outlet Building). City staff worked with Big Grove representatives on zoning and building code considerations. Through those discussions Big Grove elected to move forward under the existing commercial zoning classification. However, Big Grove has repeatedly indicated their excitement for the Riverfront Crossings Plan and is anxious to partner with the City to ensure that the vision for Gilbert Street, the Ralston Creek corridor and the Riverfront Crossings Park are all carried out. The vision in the City's master plan played heavily in Big Grove's relocation decision. The Riverfront Crossings Plan did not anticipate the re -purposing of the building at 1225 S. Gilbert. However, staff believes the creative reuse of the building is a perfect fit in the context of the overall plan. It will add a distinctive and memorable urban/industrial character to the street, creek and park frontages while still providing the flexibility to achieve the plan goals of improving pedestrian, bicycle and vehicular circulation. Big Grove is making a significant investment in the property and is planning to flip the active frontage of the building from the Gilbert Street side to the Ralston Creek side, which will be directly across from the future Riverfront Crossings Park. The new west facing active front speaks directly to the City's desire to activate and engage with Ralston Creek and the Iowa River. The building layout will also create tremendous synergy with the future park and Ralston Creek trail. With a west facing frontage, the facade treatment on the east side of the building becomes critically important. Being the first redevelopment project in this part of Riverfront Crossings, the City is interested in ensuring that the facade treatment helps set the tone for future projects. Big Grove has indicated it is prepared to make minor repairs and paint the building prior to opening. EDC 5.10.16 packet page 9 However, a preferred option would be to work with the City on an enhanced fagade that includes corrugated aluminum siding, custom art and enhanced signage. This treatment would greatly enhance the attractiveness of the building and create an industrial character that fits the business, plan and creek frontage very well. A draft rendering of the fagade is included with the Big Grove request letter. It should be noted that fagade design is still being refined and final colors and other treatments are likely to be modified. The Big Grove Brewery project is a perfect fit for the Gilbert Street corridor and the overall Riverfront Crossings Plan. The project involves the creative reuse of an existing building by a locally owned and operated business. The business plan to open up to the creek and future park will help set the desired tone of engagement with our waterways. Big Grove Brewery is committed to the vision of the City's plan and is taking a risk being the first business to make significant investment in the Gilbert Street corridor since the plan was adopted. The City has an opportunity to work with Big Grove on an enhanced fagade treatment that will add to the overall project, but more importantly help establish a higher level of design along this corridor. Big Grove has requested $40,000 in fagade assistance for this project. The request is in line with previous fagade grants that have been provided through our Building Change program downtown. I am recommending approval of a 40% fagade grant with a maximum cap of $40,000, to be paid from existing fund balance in the Riverfront Crossings capital improvement budget line. If the City Council Economic Development Committee concurs, staff will work with the City Attorney's Office on a corresponding agreement and seek final approval from the full Council. EDC 5.10.16 packet page 10 Fagade Grant Request Big Grove Brewery & Taproom Iowa City Expansion 1225 South Gilbert Street Iowa City, IA 52240 To Whom It May Concern: My name is Matthew Swift and I am one of the owners of Big Grove Brewery in Solon, IA. We are planning an expansion into the River Front Crossings district at 1225 South Gilbert Street. We are requesting $40,000 in assistance to put a new facade on the building. A little background on our company and our plans to move into Iowa City. We are currently brewing on a very small system, a 3.5 barrel system (one barrel = 31 gallons) and we produce just over a 1000 barrels a year. Most of the beer is consumed at the brewery itself but we do have 20 retail customers that carry our beer when stock is available. In addition, we have a waiting list of accounts that would like to carry our products. In the end we came to this simple conclusion, we need to make more beer! To be clear, we have no plans on changing any part of our business in Solon. That facility will continue to brew experimental brews and focus on delivering a great brew pub experience. We view BGB Solon as our Brew Pub and BGB Iowa City as our Production Brewery & Taproom. It is our intention to grow into two locations, not move our business. The new brewery system we would like to put in place has the ability to make twenty times the beer we make currently. The system utilizes a technology called mash filtering and is extremely efficient. It uses less water, grain and hops on the hot side of the beer brewing process. This would be the ninth craft brewery in America to utilize this type of system and technology. Next step, find a space large enough to house a brewery of this scale. Thus we began our search for a 2nd location. We had several factors that we were looking for in the future property: lots of space, proximity to a downtown, walking & biking access, green space, good access for loading and logistics. We didn't think that Iowa City would end up being our home because of all of obstacles that you could run into when looking for a property like this in a community that has a low inventory of older warehouse -style buildings. That all changed when Geoff Fruin and the city staff walked us through the River Front Crossings plan. This new district is exciting and it met all of our needs. River Front Crossings Park that sits behind the building is major bonus and once bridge connections are made the walkability from downtown to the site is easy and safe. The way that the space interacts with all of the new amenities is important to us and we look forward to continuing to work with the city as different parts of the project come online. We believe that the Crossings District has the ability to reshape the south side of Iowa City and possibly become an extension of downtown much like the North Side Marketplace. EDC 5.10.16 packet page 11 The building is the former storage facility of the Hawk Shop and was originally a lumber yard. The exterior of the building is in pretty bad shape. It is missing boards, paint is chipping off, old dented fences, stairs that are in need of repair, etc. Our request for the assistance is to change all of that. We would like to put a pre finished corrugated aluminum siding with concealed fasteners from Pac-Clad. The budget number we have in place of these improvements is $108,100. $24,900 for the soffit (the building has several large overhangs) and $83,200 to clad the building. There will also be considerable expense for the signage and mural art that will be placed on the exterior. We are still bidding out costs on replacing the stairs on the south east corner of the building as well. We are requesting $40,000 in assistance to make this project financially viable. I'm attaching our current renderings that reflect our vision for 1225 S. Gilbert St. The design team is working on what colors and the art piece will look like. I'm also attaching photographs of the building in its current state. Without the assistance of the city we will move forward with a less expensive and less attractive option, probably paint. We truly do appreciate the consideration and are excited to be a part of bringing production beer brewing back to Iowa City. Respecful ly, Matthew Swift Big Grove Brewery EDC 5.10.16 packet page 12 C, eeaa IOVRd 9t'0 S 003 7 P7 EDC 5.10.16 packet page 14 u� I milli EDC 5.10.19 packet papa 15 EDC 5.10.16paael page 16 C EDC 5.10.16 packet page 17 4d(15) Prepared by: Simon Andrew, Assistant to the City Manager, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5010 RESOLUTION NO. 16-1 RESOLUTION AUTHORIZING THE CITY MANAGER TO SIGN AN AGREEMENT WITH BIG GROVE BREWERY TO PROVIDE A FACADE GRANT FOR IMPROVEMENTS AT 1225 SOUTH GILBERT STREET WHEREAS, the Downtown and Riverfront Crossings Master Plan was adopted by City Council in 2013; and, WHEREAS, the City has budgeted funds in the Capital Improvement Program to facilitate public and private improvements to help achieve the vision of the Master Plan; and, WHEREAS, facade grants for private projects have been provided in the downtown and Towncrest areas in order to spur redevelopment activity; and, WHEREAS, the Gilbert Street corridor of the Riverfront Crossings District is a critical component of the overall Master Plan, particularly in terms of bicycle and pedestrian connections to downtown and the aesthetics of Gilbert Street and Ralston Creek frontages; and, WHEREAS, Big Grove Brewery has plans for locating a brewery/taproom at 1225 South Gilbert Street at the former Iowa Hawk Shop outlet building; and, WHEREAS, Big Grove Brewery has requested a facade grant for forty percent (40%) of exterior improvement costs up to a maximum grant of $40,000; and, WHEREAS, the City Council Economic Development Committee reviewed the grant request at their May 10, 2016 meeting and unanimously recommended approval (3-0). NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF IOWA CITY, IOWA THAT: The City Manager is authorized to enter into an agreement with Big Grove Brewery to provide a facade grant for the redevelopment project at 1225 South Gilbert Street. The grant shall reimburse forty percent (40%) of the cost of exterior improvements up to a maximum grant of $40,000 and be subject to staff approval of the final project plans. The agreement shall stipulate that grant -funded improvements shall be maintained for a minimum of five (5) years, guaranteed with a promissory note to be forgiven after the five year period ends. Passed and approved this 17th day of Mav // 2016`` MAYOR ov y ATTEST: / 'fin /,W,6u M 9( U Z /(d CITY CLERK City Attorney's Office Resolution No. 16-150 Page 2 It was moved by Botchway and seconded by Resolution be adopted, and upon roll call there were: Mims the AYES: NAYS: ABSENT: ABSTAIN: % Botchway x Cole % Dickens % Mims x Taylor % Thomas % Throgmorton --==_ CITY OF IOWA CITY MEMORANDUM DATE: May 12, 2016 TO: Geoff Fruin, City Manager FROM: Jason Havel, City Engineer RE: Iowa City Gateway HNTB Consultant Agreement Amendment No. 3 Introduction: This project includes the elevation of Dubuque Street, the reconstruction of the Park Road Bridge over the Iowa River and the expansion of Park Road from two to three lanes to Riverside Drive. The project has been designed as a multi -modal corridor to include roadway, intersection and utility improvements (water, storm and private), new sidewalk and trails, and a trunk sanitary sewer. History/Background: The City contracted with HNTB Corporation of Kansas City, MO in November, 2010 for consulting services for the Iowa City Gateway project. On December 19, 2013, the NEPA process was completed with the signing of the Finding of No Significant Impact by the Federal Highway Administration. In July, 2014, City Council established the project design elements for the Iowa City Gateway project, including a more complex Through -Arch Bridge on Park Road over the Iowa River. Final design of the project began shortly afterward and was completed in December 2015 with a final submittal to the Iowa Department of Transportation (DOT). Discussion: HNTB Corporation has requested additional funds for additional services required to address plan review and revisions requested by the City of Iowa City, the University of Iowa and the Iowa Department of Transportation. Some of these services included the extension of project limits for sewer and water improvements, the addition of a pedestrian overlook along the retaining wall at Kimball Road, the re -design and coordination with the completed Mayflower Flood Mitigation project, the completion of a tree survey in the project limits and coordination for the addition of Cathodic protection to the water main. Financial Impact: Staff has reviewed the additional work request and has negotiated a not to exceed amount of $349,912.50. This revises the maximum amount payable for design of the entire project to $6,472,928.39 and will be funded with Local Option Sales Tax Funds and a $3M U.S. Economic Development Administration (EDA) Grant. The awarded construction contract for the project is $40,552,162.78. Recommendation: Staff is recommending that the City amend the agreement for design and construction services with HNTB Corporation of Kansas City, MO for the additional work that was required for additional services to complete final design and engineering for an Iowa DOT letting. Prepared by: Melissa Clow, Special Projects Administrator, 410 E. Washington St., Iowa City, IA 52240; (319) 356-5413 RESOLUTION NO. 16-151 RESOLUTION APPROVING, AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST AN AMENDMENT TO THE NOVEMBER 18, 2010 AGREEMENT BY AND BETWEEN THE CITY OF IOWA CITY AND HNTB CORPORATION OF KANSAS CITY, MO TO PROVIDE ENGINEERING CONSULTANT SERVICES FOR THE IOWA CITY GATEWAY PROJECT. WHEREAS, the City of Iowa City entered into a Consultant Agreement with HNTB Corporation of Kansas City, MO, on November 18, 2010 to coordinate a National Environmental Policy Act (NEPA) study and to prepare preliminary and final design for construction of the Iowa City Gateway project; and WHEREAS, the City recommended an initial Preferred Alternative to the FHWA, which the FHWA approved with its Finding of No Significant Impact (FONSI) generated as a result of the Phase I Environmental Assessment, executed on December 18, 2013; and WHEREAS, on March 9, 2015, the City did approve amendment No. 1 to said Consultant Agreement to add services required to complete the NEPA review process; and WHEREAS, on June 2, 2015, the City did approve Amendment No. 2 to said Consultant Agreement to add additional services required to complete the design for the more complex Through -Arch Bridge; and WHEREAS, during Consultant's course of performance of said Agreement, as amended, significant additional services from the Consultant became necessary as a result of City of Iowa City, University of Iowa and Iowa Department of Transportation (DOT) plan review, including: • Extension of project limits for sewer and water improvements; • Mayflower re -design and coordination with construction of its flood mitigation project, and • Addition of a pedestrian lookout on the MSE Retaining wall at Kimball Road; and • Coordination for Cathodic Protection requirement on the water main, Blue Cap Emergency Phone temporary and permanent locations, storm water backflow prevention and aesthetic lighting elements on the bridge; and • Completion of a tree survey of approximately 500 trees by an arborist and surveyor to locate and classify them by species, size and health. WHEREAS, the City has negotiated a third amendment to the November 18, 2010 Consultant Agreement for said consulting services with HNTB Corporation to provide said additional services; and WHEREAS, it is in the public interest to enter into said Amendment No. 3 to the Consultant Agreement amendment with HNTB Corporation of Kansas City, MO; and WHEREAS, funds for this project are available in the Iowa City Gateway Account #S3809. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The Amendment No. 3 to the Consultant Agreement attached hereto is in the public interest, and is approved as to form and content. 2. The Mayor and City Clerk are hereby authorized and directed to execute the attached Amendment No. 3 to the Consultant Agreement. Resolution No. 16-151 Page 2 Passed and approved this 17th day of May '2016 . MAy R ATTEST: )1,7,, 9 % kC • � CITY -CLERK Pw g/mastersPowignagtdm Appr ed by Gk a A&�n Ci Attorneys Office //Cv Resolution No. 16-151 Page 3 It was moved by Botchway and seconded by Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: x x x ABSTAIN: Mims Botchway Cole Dickens Mims Taylor Thomas Throgmorton the AMENDMENT NO. 3 TO THE NOVEMBER 18, 2010, CONSULTANT AGREEMENT CITY OF IOWA CITY DUBUQUE STREET ELEVATION AND PARK ROAD BRIDGE CONSTRUCTION (IOWA CITY GATEWAY) WHEREAS, the City of Iowa City entered into a Consultant Agreement with HNTB Corporation of Kansas City, MO, on November 18, 2010 to coordinate a National Environmental Policy Act (NEPA) study and to prepare preliminary and final design for construction of the Iowa City Gateway project; and WHEREAS, the City recommended an initial Preferred Alternative to the FHWA, which the FHWA approved with its Finding of No Significant Impact (FONSI) generated as a result of the Phase I Environmental Assessment, executed on December 18, 2013; and WHEREAS, on March 9, 2015, the City did approve amendment No. 1 to said Consultant Agreement to add services required to complete the NEPA review process; and WHEREAS, on June 2, 2015, the City did approve Amendment No. 2 to said Consultant Agreement to add additional services required to complete the design for the more complex Through -Arch Bridge; and WHEREAS, during Consultant's course of performance of said Agreement, as amended, significant additional services from the Consultant became necessary as a result of City of Iowa City, University of Iowa and Iowa Department of Transportation (DOT) plan review, including: • Extension of project limits for sewer and water improvements; • Mayflower re -design and coordination with construction of its flood mitigation project, and • Addition of a pedestrian lookout on the MSE Retaining wall at Kimball Road; and • Coordination for Cathodic Protection requirement on the water main, Blue Cap Emergency Phone temporary and permanent locations, storm water backflow prevention and aesthetic lighting elements on the bridge; and • Completion of a tree survey of approximately 500 trees by an arborist and surveyor to locate and classify them by species, size and health. WHEREAS, the City has negotiated a third amendment to the November 18, 2010 Consultant Agreement for said consulting services with HNTB Corporation to provide said additional services; and NOW THEREFORE, it is mutually agreed to amend the original Consultant Agreement as follows: I. SCOPE OF SERVICES In addition to the Scope of Services detailed in the November 18, 2010, Consultant Agreement, as amended, Consultant shall perform the Additional Services detailed in Exhibit A attached hereto and incorporated herein, which were necessary to complete engineering design and provide final construction documents to the Iowa DOT for letting on April 19, 2016. II. COMPENSATION Compensation for the above Additional Services will be on an hourly basis in accordance with Part IV of the Consultant Agreement. Total compensation for the above-described additional services is an estimated fee which shall not exceed Three Hundred, Forty -Nine Thousand, Nine Hundred, Twelve Dollars, and Fifty Cents ($349,912.50), as described in Exhibit A for a revised estimated fee which shall not exceed $6,472,928.39. II. TIME OF COMPLETION The Consultant has completed the Scope of Services, as amended, and the project was successfully let on April 19, 2016. IV. All other provisions of the November 18, 2010 Consultant Agreement, as amended by Amendments No. 1 and 2, not specifically amended herein shall remain in full force and effect. FOR THE CITY FOR THE CONSULTANT By: BY: Jame A. Throgmorton,4Ma Waynele uerbq n. AICP Office r 1 Date: May 17, 2016 Date:— ATTEST: J By: Marian K. r�Ka r c City Clerk APPR VED�BY:: By, AO City Attorney's Office Exhibit A Additional Services Items Description Hours Agreed Value ,NEPA Teevalualianeffort.:. ": •. < . �.... _ .. , - Additional displays -Coordination meetings Due to the revisions in the project limits the previously.aPProved NEPAdecision was reevaluated. This caused additional coordination effort along with displays and additional information to be presented tothe Iowa DOTand FHWA. 40 $ 6,000.00 40 $ 6,000.00 ~ '..Fenlon of prblectlimits". Extended extentof Brown Street to include sidewalk, curb and gutter and -Brown Street drainage components 20 $ 3,000.00 - South end of project Extended the project limits of Dubuque to Station 100+30. 20 $ 3,000.00 Extended design to include Gilbert/Kimball Intersection as well as drainage design -Kimball/Gilbert along Gilbert 80 $ 12,000.00 - Waterline relocation to median per water dept change in direction Redesigned were line to the median north of Mayflower. This is where the original design was but was directed to move the waterline to under the sidewalk previously and then asked to move back to the media n. 40 5 6,000.00 - Extension of waterline to Riverside Was directed to extend the waterline replacement on Park Road to Riverside Drive. 20 $ 3,000.00 -Extension of waterline to along Brown street Directed to extend the replacement of the waterline along Brown Street 20 $ 3,000.00 ..', ; "Ma lower - Parking gate plans Directed to redesign the Mayflower entrance gates 60 $ 9,000.00 -Retaining well Directed to design a retaining wall along the basement entrance to flatten out the grading in from of Mayflower. 200 $ 30,000.00 'Aminiarraisurve", -Kimball Road/Gilbert Additional survey needed due to extension of the project $ 10,000.00 -Mayflower Additional survey of the recently constructed Flood wail at Mayflower $ 10,000.00 '. .:• flelaldingk'aII lookouts -Kimball Road Directed to design the lookout and gathering space near Kimball Road 360 $ 54,000.00 -South of bridge Directed to design the ramp down to the future trail south of the Park Road Bridge 400 $ 60,000.00 MlscellaneeusGeslgnf.:. - Cathodic protection Coordination effort with the designer of the cathodic protection to assure that It works with our waterline design 40 $ 6,000.00 -Utility trench - Fiber optic Directed to design a utility trench for private utilities along the corridor. Numerous iterations or design and coordination with Iowa City and private utility owners 360 $ 54,000.00 - Temporary Lighting on Dubuque5treet Directed to add temporary lighting at Kimball Road during construction, Including coordination with the electric compact. 20 $ 3,000.OD - Backflow prevention in pipes Directed to design and Include backflow prevention in several storm sever pipes along the corridor 20 $ 3,000.00 - Realignment of Kimball to avoid im pacts to property on south Directed to realign Kimball Road to the north by 10 feet to minimize right of way impacts to the south. Included redesign of drainage, cross sections and plan revisions. 135 $ 20,250.00 -I Trees.' a -_ -Tree Survey Directed to perform a tree survey to identify, survey and rate existing trees along the corridor. $ 32,000.00 Sub Total $ 333,250.00 .,._,_. ., .,-.. ....h., PofectManaaeniet,[ Project Management 5% of additional services $ 16,662.50 Sub Total $ 16,662.50 Total $ 349,912.50 CITY OF IOWA CITY MEMORANDUM DATE: May 12, 2016 TO: Geoff Fruin, City Manager FROM: Jason Havel, City Engineer RE: Iowa City Gateway Construction Phase Engineering Services Introduction: yd 67) This project includes the elevation of Dubuque Street, the reconstruction of the Park Road Bridge over the Iowa River and the expansion of Park Road from two to three lanes to Riverside Drive. The project has been designed as a multi -modal corridor to include roadway, intersection and utility improvements (water, storm and private), new sidewalk and trails, and a trunk sanitary sewer. This project is included in the capital program, has been successfully let through the Iowa DOT and a contract awarded by Iowa City to Peterson Contractors, Inc. Construction is expected to begin on May 31, 2016. History/Background: The City contracted with HNTB Corporation of Kansas City, MO in November, 2010 for consulting services for the Iowa City Gateway project. On December 19, 2013, the NEPA process was completed with the signing of the Finding of No Significant Impact by the Federal Highway Administration. The Iowa DOT received bids on April 19, 2016 and the City subsequently awarded a contract for construction of the project to Peterson Contractors, Inc. of Reinbeck, IA. Discussion: Construction services were not provided in the original agreement with HNTB. The City will act as the contract administrator for construction of the project and has determined that it is desirable for HNTB Corporation to provide construction phase engineering services. HNTB services are needed for review of working drawings for and field observation of structural elements (bridge and retaining wall), shop drawing review and approval, on-call assistance during construction and meeting participation. Financial Impact: The additional construction services will be invoiced by task and done on an hourly basis with a not to exceed fee of $1,401,046.00. The estimated construction cost for the project is $40,552,162.78. Federal and State funds will provide for $7,500,000.00 of the construction costs. The City's local share of the construction costs will be funded with Local Option Sales Tax Funds and General Obligation Bonds. Recommendation: Staff is recommending that the City approve the agreement with HNTB Corporation for consulting services during construction of the Iowa City Gateway. Prepared by: Melissa Clow, Special Projects Administrator, 410 E. Washington St., Iowa City, IA 52240; (319) 356-5413 RESOLUTION NO. 16-152 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 HNTB CORPORATION TO PROVIDE ENGINEERING CONSULTANT SERVICES DURING CONSTRUCTION OF THE IOWA CITY GATEWAY PROJECT [HDP -3715(650)--71-52). WHEREAS, the Iowa DOT received bids and the City of Iowa City awarded a construction contract for the Iowa City Gateway Project; and WHEREAS, the City desires the services of a consulting firm to provide construction phase engineering services during the construction of the Iowa City Gateway Project; and WHEREAS, the City selected HNTB Corporation to provide the engineering design services through a request for qualifications based selection for the Iowa City Gateway Project; and WHEREAS, it is in best interest of the City to retain HNTB Corporation to provide construction phase engineering services; and WHEREAS, the City of Iowa City has negotiated an Agreement for said consulting services with HNTB Corporation of Kansas City, Missouri, to provide said services; and WHEREAS, it is in the public interest to enter into said Consultant Agreement with HNTB Corporation; and WHEREAS, funds for this project are available in the Iowa City Gateway account # S3809. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The Consultant's Agreement attached hereto is in the public interest, and is approved as to form and content. 2. The Mayor and City Clerk are hereby authorized and directed to execute the attached Consultant's Agreement. 3. The City Manager is authorized to execute amendments to this contract as they may become necessary. Passed and approved this 17th day of May 120 16 -MAYOR Anroved by ATTEST:� CI LERK ityAttorney'sOffice 5 IU�IV Resolution No. 16-152 Page 2 It was moved by Botchway and seconded by Resolution be adopted, and upon roll call there were: AYES: NAYS: x x x x x x ABSENT: x ABSTAIN: Mims the Botchway Cole Dickens Mims Taylor Thomas Throgmorton CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this 17 day of May • 2016, by and between the City of Iowa City, a municipal corporation, hereinafter referred to as the City and HNTB Corporation, of Kansas City, Missouri, hereinafter referred to as the Consultant. WHEREAS, the City desires to construct the Iowa City Gateway Project; and WHEREAS, the Iowa City Gateway Project will elevate Dubuque Street from Brown Street to Foster Road and reconstruct Park Road from Riverside Drive to Dubuque Street including a new bridge over the Iowa River; and WHEREAS, the City desires to secure the services of the Consultant to provide construction period services, as detailed below, to assist City Staff on an as needed basis during the construction of the Iowa City Gateway Project; and WHEREAS, the City selected HNTB Corporation to provide the engineering design services through a request for qualifications based selection for the Iowa City Gateway Project; and WHEREAS, HNTB Corporation included Stanley Consultants Inc. on the design team as a subconsultant and plan to use their expertise during the construction period services; and WHEREAS, it is in best interest of the City to retain HNTB Corporation to provide construction period engineering services. 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. See Attachment A, Scope of Services for Construction Services. If. TIME OF COMPLETION The Consultant shall complete the following phases of the Project in accordance with the schedule shown. Consultant shall perform the scope of work beginning March 1, 2016 and complete the work not later than December 31, 2016. 111. GENERAL TERMS A. The Consultant shall not commit any of the following employment practices and agrees to prohibit the following practices in any subcontracts. -2- 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. Furthermore, should the Agreement be terminated for cause, Consultant shall be allowed fourteen (14) days to respond or cure prior to such termination. 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 written 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. I. 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. J. The City agrees to tender the Consultant all fees within thirty (30) days of a proper invoice, excepting, however, that failure of the Consultant to satisfactorily perform in accordance with this Agreement shall constitute grounds for the City to withhold payment for those portions of the invoice that are not in compliance with this -3 - Agreement, If City objects to any invoice submitted by Consultant, City shall so advise Consultant in writing giving reasons therefor. 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. L. Original contract drawings shall become the property of the City. The Consultant shall be allowed to keep 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 per occurrence and annual aggregate. IV. COMPENSATION FOR SERVICES City shall pay Consultant for services rendered under Section 1 - Scope of Services the not to exceed fee as follows: TOTAL NOT TO EXCEED FEE $ 1.401.046 The fee shall be based on Attachment B, Fee Estimate. V. MISCELLANEOUS A. All provisions of the Agreement shall be reconciled in accordance with the generally accepted standards of care for 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. C. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Iowa. Any legal proceeding instituted with respect to this Agreement shall be brought in a court of competent jurisdiction in Johnson County, Iowa. The parties hereto hereby submit to personal jurisdiction therein and irrevocably waive any objection as to venue therein, including any argument that such proceeding has been brought in an inconvenient forum. D. City represents that Consultant shall be entitled to rely on the accuracy and completeness of any data, documents or other materials provided by City to Consultant. IiE FOR THE CITY / By: L f� Title: Mayor zr Date: May 17, 2016 ATTEST:�(ct/ pwVom%oonssgmtfrm FOR THE CO @ULTANT By: I Gl i--= Title: 0lC 0fw,-5,0rMT Date: 511(, 1201(0 Approved by: City Attomey's Office sIIa/tip Date Attachment A Iowa City Gateway And Park Road Bridge Over Iowa River SCOPE OF SERVICES FOR CONSTRUCTION SERVICES Respond to bidder inquiries during bidding period. The estimate assumes a maximum of 75 questions by prospective bidders (38 of which will require input from Stanley Consultants) requiring,ATitten responses to be published in accordance with DOT policy and provided to all prospective bidders. Additional inquiries will be considered extra work. 2. Attend pre -construction meeting and site visit with City staff, Iowa DOT and Contractor. This task is assumed as a one -half-day meeting with Contractor preceded by a one -half --day preparation meeting with City/DOT staff plus travel and subsistence for one day each side of the pre -construction meeting for a total of 24 hours per attendee plus travel related expenses. HNTB Participants: Project Manager, Bridge Design Manager, geotechnical engineer and one representative from Stanley Consultants. 3. Respond to Contractor -submitted requests for information (RFIs). The estimate assumes a maximum of 100 RFIs by the Contractor (40 of which will require input from Stanley Consultants). It is assumed that 40 will result in Instructions to Contractor (ITCs) with revised plans; the remaining 60 will be answered with an email response. This estimate includes five hours of effort for each of the 60 RFI's resulting in an email response and 16 hours for each of the 40 ITC's requiring a plan change. ITC's that require more than 16 hours of effort or RFI's that require more than five hours for an email response will be considered extra work- 4. ork 4. Respond to Contractor -submitted non-conformance reports (VCRs). The estimate assumes a maximum of 25 NCRs submitted by the Contractor (10 of which will require input from Stanley Consultants). It is assumed that 15 will result in an ITC with revised plans; the remaining 10 will be answered with an email response. This estimate includes five hours of effort for each of the 10 NCR's resulting in an email response and 16 hours for each of the 10 ITC's requiring a plan change. ITC's that require more than 16 hours of effort or NCR's that require more than five hours for an email response will be considered extra work. 5. Participate in Weekly Progress Meetings. HNTB will participate in one progress meeting via teleconference each month and additional meetings as deemed necessary by the City. A maximum of 30 meetings are assumed and estimated to have a duration of two hours per meeting and HNTB will have two representatives participate in each meeting. Additional meeting time will be considered extra work. 6. Review of Contractor's cofferdam design and working drawings. Two complete submittals (consisting of one initial submittal and one resubmittal; incomplete submittals will be returned to the contractor prior to review) we assumed. One cofferdam design is assumed for construction of both intermediate piers (Pier 1 and Pier 2). Additional submittals or resubmission of incomplete submittals will be considered extra work. 7. Review of Contractor's pile driving equipment and develop wave equation analysis based driving criteria for each abutment. One complete and acceptable driving system submittal for installation of all production piles is assumed. Incomplete submittals will be returned to the contractor prior to review. Additional submittals will be considered extra work. 8. Review of Contractor's drilled shaft installation plan and working drawings. Two complete submittals (consisting of one initial submittal and one resubmittal; incomplete submittals will be returned to the contractor prior to review) are assumed. Additional submittals or resubmission of incomplete submittals will be considered extra work. HNTB May 16, 2016 Iowa City Gateway And Park Road Bridge Over Iowa River SCOPE OF SERVICES FOR CONSTRUCTION SERVICES 9. Field observation of settlement plates. ITNTB will provide one geotechnical engineer to be present on-site to approve settlement plates before start of embankment construction. This work is estimated at one day plus travel and subsistence for one day each side of the field work plus travel related expenses. Additional field time will be considered extra work 10. Field observation of drilled shaft construction. HNTB will provide one geotechnical engineer to be present on-site for the pre -drilling conference and during the excavation, construction and cross -hole sonic logging of eight drilled shafts. Nine site visits are anticipated (8 for an assumed 8 weeks of shaft construction, one week per shaft, with the pre -drilling conference occurring at the start of the first week, plus 1 one day trip to observe post -construction CSL). Each week of construction observation is assumed to consist of five I0 -hour days. Field work is estimated at 41 days plus travel and subsistence for one day each side of each site visit plus travel related expenses. Office work includes development of project -specific drilled shaft construction documentation forms, quality review of field logs, and support from a senior advisor. Additional field and office time will be considered extra work. ii. Review of drilled shaft construction records. HNTB will review the construction records for eight drilled shafts, which include documented field observations, concrete test results, and cross - hole sonic logging results. HNTB will then issue a letter recommending acceptance or remediation of the shafts. One complete submittal per shaft is assumed. Incomplete submittals will be returned to the contractor prior to review. Additional submittals, including those associated with any remediation, will be considered extra work. 12. Field observation of intermediate foundation improvement system construction. HNTB will provide one geotechnical engineer to be periodically present on-site during the pre -activity meeting and during the installation of the approved intermediate foundation improvement system. This work is expected to consist of three site visits, each consisting of three days and one additional site visit for the pre -activity meeting plus travel and subsistence for one day each side of each site visit plus travel related expenses. Additional field time will be considered extra work. 13. Review of Contractor's daily reports and final report for intermediate foundation improvement system. Two complete submittals (consisting of one initial submittal and one resubmittal; incomplete submittals will be returned to the contractor prior to review) are assumed. Additional submittals or resubmission of incomplete submittals will be considered extra work. 14. Field observation of MSE wall construction. HNTB will provide one geotechnical engineer to be present on-site at the start of construction of each permanent MSE wall and at the start of construction for the first temporary MSE wall. The purpose of these visits is to verify foundation soil design assumptions, to observe supplied wall materials and construction procedures, and to train City inspection staff in construction observation of MSE wall construction. This work is expected to consist of five site visits, each consisting of three days on average plus travel and subsistence for one day each side of each site visit plus travel related expenses. Additional field time will be considered extra work. 15. Shop/Worhing drawing review. HNTB will review Contractor -submitted shop/working drawings. These drawings consist of: a) falsework for bridge construction b) steel railings (bridge and wall) c) precast floorbeams d) aesthetic lighting/bridge lighting details HNTB May 16, 2016 Iowa City Gateway And Park Road Bridge Over Iowa River SCOPE OF SERVICES FOR CONSTRUCTION SERVICES e) removal of existing bridge and procedure as submitted by the contractor f) temporary shoring g) post -tensioning tendons and hardware (including elongation computations and certified jack/gauge calibration curves, local zone reinforcement, anchorage devices, ducts, duct supports and grouting plan) h) bearings i) deck drains j) hanger assemblies (including strand, elongation computations, sockets and anchorage hardware, anchorage assemblies, hanger spacers and installation procedures) k) reinforcing steel moment slab reinforcing 1) utility support details m) expansion device details n) mechanical splice locations and details (bridge only) o) utility screen P) reinforcing steel (bridge only) q) concrete mix design r) mass concrete design and plans S) MSE retaining wall design calculations, material submittals and construction drawings, including anchorage for west abutment t) intermediate foundation improvement system design calculations, construction drawings, installation plan, and verification program U) reinforced concrete box culvert structural shop drawings and reinforcement details, also precast element review Shop/working drawing review is for general conformance with the contract documents. Shop/working drawings will be returned marked either "Rejected," "Amend and Resubmit," "Make Corrections Noted" or "No Exceptions Taken." Acceptance of shop/working drawings does not relieve the contractor of its responsibility to construct the structure in accordance with the contract documents. Two complete submittals (consisting of one initial submittal and one resubmittal; incomplete submittals will be returned to the contractor prior to review) for each item noted above are assumed. Additional submittals will be considered extra work. 16. Review of Contractor's settlement plate readings. Data will be reviewed weekly during embankment construction and monthly thereafter to determine if remaining settlement is less than I inch. A total of four weekly reviews during embankment construction and ten monthly reviews after embankment is constructed are assumed. Additional reviews will be considered extra work 17. Erection of Concrete Arch Spans. HNTB will review Contractor -submitted erection manual. This work consists of: a) meet with Contractor and erection engineer to discuss proposed erection plan b) prepare independent design analysis of Contractor's erection procedure submitted in accordance with the Special Provisions C) review temporary works shop drawings for compliance with the Specifications and Special Provisions d) meet with Contractor and erection engineer to discuss comments to proposed erection plan C) review geometric control plan Two complete submittals and three meetings with the Contractor and erection engineer are assumed. Incomplete submittals will be returned to the contractor prior to review. Meetings with HNTB May 16, 2016 Iowa City Gateway And Park Road Bridge Over Iowa River SCOPE OF SERVICES FOR CONSTRUCTION SERVICES the Contractor are assumed to take place in Iowa City, IA and include travel and subsistence for one day each side of each meeting for two people plus travel related expenses. Additional submittals and/or meetings will be considered extra work. HNTB is available to provide as -needed on-site expertise to the City during erection of the concrete arch spans. On-site assistance, except as noted herein, will be considered extra work. 18. Hanger assemblies. HNTB will observe hanger socketing and ultimate strength testing in accordance with the Special Provisions. This work is assumed to occur during three two-day periods and includes travel and subsistence to the supplier's facility (assumed to be in Houston, Texas) for the work being observed plus travel related expenses. It is assumed that all components meet the requirements of the Specifications and Special Provisions. Any observation of re -tests will be considered extra work. 19. Erection of hangers. HNTB will provide one structural engineer to be present on-site during erection and stressing of hangers. This work will include pre -activity meetings, verification of the approved plan for stressing operations, review of Contractor -supplied stressing logs, and observation of force verification measurements. HNTB will provide a written opinion as to whether the hanger forces meet the requirements of the Specifications and Special Provisions. This work is expected to take ten days and includes travel and subsistence for one day each side of each site visit plus travel related expenses. Additional field time will be considered extra work. 20. Field observation of post -tensioning operations. HNTB will provide one structural engineer to be present on-site during stressing and grouting of post -tensioning tendons. There are a total of 67 post -tensioning operations (2 for the tie girder, 64 for the floorbeams and I for the slab) planned for 144 tendons. Of those 67 operations,14NTB will provide observation for two stressing operations for the tie girders and two stressing operations for the floorbearas and two grouting operations. This work will include pre -activity meetings, verification of the jack/gauge combination used for stressing operations, review of Contractor -supplied stressing logs, and observation of elongation measurements and computations, and instruction for City staff in post - tensioning and grouting observation. HNTB will provide a written opinion as to whether the post - tensioning meets the requirements of the Specifications and Special Provisions. HNTB's work is expected to take two on-site days per operation during six different periods and includes travel and subsistence for one day each side of each site visit. Additional field time will be considered extra work. 21. Field observation of aesthetic color lighting operation and training. HNTB will provide one electrical engineer to be present on-site during the city training of the aesthetic color lighting system. The items of work include observance of fixture performance, fixture aiming, system performance and attendance of the City training provided by the supplier of the operating system. The work is expected to take a day and a night and includes travel and subsistence for one day each side of the site visit. 22. Periodic site visits. HNTB will visit the site once a month for the duration of construction. All site visits will be documented with letter reports containing observations and recommendations to the City. Thirty site visits are assumed and include travel and subsistence for one day each side of each site visit with one HNTB or Stanley Consultants representative at each site visit. Additional site visits will be considered extra work. 23. On-call construction consultation and site visits. HNTB is available to answer questions not included in the above descriptions, and as -needed is available to visit the project site at the request of the City. On-call consultation and site visits will be requested for a specific purpose and HNTB HNTB May 16, 2016 Iowa City Gateway And Park Road Bridge Over Iowa River SCOPE OF SERVICES FOR CONSTRUCTION SERVICES will ensure qualified personnel attend these requested meetings. On-call site visits will include pre - visit and post -visit meetings with the City and will be documented with letter reports containing observations and recommendations to the City. Five site visits are assumed and include travel and subsistence for one day each side of each site visit. Additional site visits will be considered extra work. 24. Project Management. Internal project management, project reviews, invoicing, etc., as well as Sr. Management involvement, Exclusions: a) All on-site inspection activities included in the scope are noted above. No additional field inspection activities are included. b) No on-site materials inspection or testing is included. c) No fabrication inspection is included. d) Review and/or inspection of all work relating to the water line cathodic protection system is not included. e) Review and/or inspection of any work relating to temporary utility bypasses or other temporary facilities is not included. HNTB May 16, 2016 HNTB Attachment B Iowa City Gateway Construction Services Fee Estimate May 11,2016 5/11/2016 2016.05.11 ICGateway-Conslruc9on_Services - REV3Asx Iowa City Gateway - Fee Estimate - May 2, 2016 Principal Project Manager Senior Advisors Task Manager Discfpline Lead Sr. Planner/ I Engineer Planner/ Engineer Jr. Planner/ Engineer Sr. Tech Sr. Project Project Tach Analyst Analyst Admin LABOR TOTAL DOLLAR TOTAL $ 301.29 $ 218.78 $ 273.24 $ 200.67 $ 169.75 3 148.75 $ 125.10 $ 103.28 $ 138.18 $ 100.90 $ 134.95 $ 81.24 $ 103.83 Task 1 Respond to bidder inquires during bidding period - 56 - 95 - 5 1 76 7 - - _ _ 240 $ 41,000 2 Attend pre -construction meeting and site visit - 48 24 18 - _ _ _ _ _ _ _ _ 90 $ 20,671 3 Respond to Contractor -submitted requests for information (RFIs) - 160 80 180 120 80 78 78 164 - - _ _ 940 $ 165,730 4 Respond to Contractor -submitted non-conformance reports (NCRs). - 50 30 60 30 20 20 8 72 - _ _ _ 290 $ 52,521 5 Participate in Weekly Progress Meetings - 60 - 60 - _ - _ _ _ - _ _ 120 $ 25,167 $ Review of Contractor's cofferdam design and working drawings - - - 16 16 40 20 - - _ _ _ _ 92 $ 14,379 7 Review of Contractor's pile driving equipment and develop WEAP-based driving criteria - - 8 - 16 - - - - _ _ _ 24 $ 3,905 8 Review of Contractor's drilled shaft installation plan and working drawings - - - 16 - 24 - - - - _ _ _ 40 $ 6,781 9 Field observation of settlement plates - - - 24 - _ - - _ _ _ - - 24 $ 4,816 10 Field observation of drilled shaft constmction - - - 40 520 _ _ _ _ _ _ _ _ 560 $ 96,298 11 Review of drilletl shaft construction records - - - 8 - 32 - - - - - - - 40 $ 6,365 12 Field observation of intermediate foundation improvement system construction - - - - 144 - - - - - _ _ _ 144 $ 24,444 13 Review of Contractor's daily reports and final report for intermediate foundation improvement system - - - 24 - 24 - - - - - - - 48 $ 8,386 14 Field observation of M SE wall construction - - - - 200 _ _ _ _ _ _ _ _ 200 $ 33,951 15 Shop/Working drawing review - - - - - - - - - - - - - a) falsework for bridge construction - - - 4 - - - - _ _ _ _ - 4 $ 883 b) metal railings - - - 5 - 20 - - 40 - - - - 65 $ 9,506 C) precast Ooorbeams - - - 14 - 56 - - 28 - - - - 98 $ 15,089 d) aesthetic lightingibridge lighting details - - - 6 - - - - 24 - - - - 32 $ 4,922 e) removal of existing bridge - - - 24 - 24 - - - - - _ _ 48 $ 8,386 1) temporary shoring - - - - 16 - - - - - _ _ - 16 $ 2,716 III post -tensioning tendons and hardware - - - 16 - 32 - - 32 - - - - 80 $ 12,393 h) bearings - - - 3 - 14 - - 10 - - - - 27 $ 4,066 i) deck drains - - - 2 8 8 - - 4 - - - _ 22 $ 3,502 J) hanger assemblies - - - 4 - 12 - - 12 - - - - 28 $ 4,246 k) reinforcing steel moment slab reinforcing - - - 5 - 8 - - 12 - - _ _ 25 $ 3,852 1) utility support details - - - 4 - 12 8 - 8 - - - - 32 $ 4,694 m) expansion devices details - - - 4 - 8 - - 16 - - - - 28 $ 4,204 n) mechanical splice locations and details - - - 16 - 32 - _ _ _ _ _ _ 48 $ 7,971 0) utility screen - - - 4 - 8 - - 12 - - - - 24 $ 3,651 P) reinforcing steel (bridge only) - - - 16 - 40 - - 40 - - - - 96 $ 14,688 q) concrete mix design - - - 6 - 78 18 - - - - - - 42 $ 6,133 r) mass concrete design and plans - - - 16 - 48 4B - - _ _ _ _ 112 $ 16,356 s) MSE retaining wall - - 4 32 - 32 - - - - - _ - 68 $ 12,274 t) Intermediate foundation improvement system - - 8 40 - 40 - - - - - - - 88 $ 16,163 X) Box Culvert Structural Shop Drawings/Precast review - - - 8 30 - 40 - 12 - _ _ - 99 $ 13,360 16 Review of Contractor's settlement plate readings - - - 14 - 28 - _ _ _ _ _ 42 $ 6,974 17 Erection of Concrete Arch Spans - - - 556 - 598 - - - _ _ _ - 1,152 $ 200,228 78 Hanger assemblies - - - 36 - 72 - - - - - - _ 108 $ 17,934 19 Erection of hangers - - - 104 - - - _ _ _ _ _ _ 104 $ 20,069 20 Field observation of post -tensioning operations 38 - - 240 - 264 _ _ _ _ _ _ _ 542$ 98,880 21 Field observation of aesthetic color lighting operation and training - - - - 40 - - - - - - - - 40 $ 6,799 22 Periodic site visits 90 180 90 204 16 - 16 - 24 620 $140,058 23 Or call consWction consultation and site visits - 120 - 16 - - - - _ _ - - - 138 $ 29,464 Inlemal Project Management, Invoices, Project Coordination 30 120 - 220 - - 20 - - - 120 - - 570 $ 98,135 Hours Total is$ 794 236 2,170 1,140 1,613 269 162 517 - 120 - - 7,179 1,292,721 Labor Rate($/hour) $ 381.29 $ 218.78 24 $ 209.67 $ 769.75 $ 148.75 $ 125.10 $ 103.28$ 13B.13 $ 180.90 $ 134.95 $ 81.24 $ 103.83 Total Labor $47,604 $173,708 _$_273 $64,484 $435,448 $193,519 $239,939 $33,653 $18,737 $71,442 $D $16,794 $9 $0 $7,292,721 May 11,2016 5/11/2016 2016.05.11 ICGateway-Conslruc9on_Services - REV3Asx HNTB Iowa City Gateway construction Services Fee Estimate May 11, 2018 Iowa City Gateway HNTB Job No. 50670 EXPENSES HNTB Rates to travel to Houston (flight and rental car) HNTB Rates to travel to Iowa City (rental car) per day Stanley Rates to travel to Iowa City (rental car) Der day 600.00 $ 80.00 $ 300.00 150.00 $ 60.00 $ 200.00 100.00 S 35.00 5/11/2010 pages 2016.05.11 ICGateway-Construcflan Services -RM lsx Items HNTB HNTB No. of No. of People Trips HNTB Stanley Stanley No. of No. of No. of Days People Trips Transportation Per Diem Lodging Printing TOTAL 1 Respond to bidder inquires during bidding period $ $ g g 2 Attend pre -construction meeting antl site visit 5 1 3 1 1 $ 550 S 935 $ 3,WD $ 3,485 3 Respond to Contractor -submitted requests for information(RFIs) $ $ $ S 4 Respond to Contrador-Submitted nonconformance reports(NCRs). S $ S $ 5 Participate in Weekly Progress Meetings $ _ $ _ $ S _ 6 Review of Contractors cofferdam design and working drawings g IS $ $ 7 Review of Contractors pre driving equipment and devaop WEAP-based driving criteria g $ § 7- 8 Review of Contactors drilled shaft installation plan and vmNng drawings $ $ $ S 9 Field observation of sShorm dplat.S 1 1 3 $ 450 S 18D S 4W $ 1,030 10 Feld observation of all shaft construction 1 9 7 $ 8,850 $ 31540 5 10,000 $ 22,390 11 Review of drilled shaft construction records $ $ $ $ 12 Field observation of intermediate foundation improvement system construction 1 4 5 $ 2,700 $ 1,080 $ 2.SW S 6,SBo 13 Review of Contractors daily reports and final report for incennediate foundation hnprovement system $ g $ $ 14 Feld observation of MSE ,all construction 1 5 5 S 3,750 $ 1,51M $ 4,000 8 9,250 15 Shop/Working drawn review $ $ $ _ § a) falsework for bridge construction $ $ S § b) moral railings $ § - $ g _ c) precast Boorbeens § $ $ _ $ d) aesthetic lightinglaridge lighting details $ $ S $ _ e) removal of adSflng bndge $ $ _ S $ _ 9 temporary shoring $ $ $ $ g) post-lensioning tendons and hardware S $ $ _ $ h) bearings S $ $ $ Q clack drains $ IS $ $ _ J) hanger assemblies $ $ § $ k) reinforcing steel moment slab reinforcing $ $ $ I) utility support details g $ $ $ _ M) expansion devices detals S § $ $ _ n) mechanical sprite locations and details $ 5 $ $ o) utility screen $ 5 $ § P) reinforcing rieel(bridge ony) $ $ $ $ q) concrete mu design $ $ $ $ _ 0 mass concrete design and plans $ $ $ $ s) MSE retaining wall $ S S $ _ 0 Intermediate foundation improvement system $ $ S $ U) TrafAc Signal Equipment Review $ g § $ v) Water and Sanitary Sever Materials Review $ $ $ $ w) Storm Sewer Materials Review $ § $ $ X) Box Culvert Structural Shop DravnngslPr¢cast review $ $ $ $ Y) Review of Paving materials and mix designs, pavement marking, sidevalk materials § $ $ $ 4 Review of Pavement Smoothness Testing Results $ $ g $ _ aa) Fiber Optic Rourmg and Materials Revlew S $ § $ _ 18 Review of Contractors settlement plate readings $ $ $ $ 17 Erection of Concrete Arch Spans 2 3 3 $ 1,350 5 1,080 $ 2,4W $ 4,830 18 Hanger assemblies 1 3 4 $ 1,800 S 720 S 1,em $ 4,320 19 Erection of hangers 1 2 7 $ 2,100 $ 840 g 2,400 $ 5,340 2D Field observation of post -tensioning operations 1 7 4 $ 4,200 S 1,680 $ 4,2W $ to,WO 21 Field observation of aesthetic color lighting operation and training 1 1 5 $ 750 $ 300 3 BW $ 1,850 U Periodic site visits 1 30 3 1 10 $ 14,51 3 5,750 $ 1;000 $ 32,250 23 On-call construction consultation and Site visits 1 5 3 1 2 S 2,450 S Wo $ 2.000 $ 5,42D $ $ § 3 SUBTOTAL COST 43 $ ,450.00 $ 18,5.00 57 $ 44,800.00 $ 1,5W.M $ 108,325.00 5/11/2010 pages 2016.05.11 ICGateway-Construcflan Services -RM lsx HM 0 Iowa City Gateway May 11, 2016 Constmcticn Servims Fee Estimate 3.5% Escalation 50670 Current Proposed Classification Rates Rates Principal $ 291.10 $ 301.29 Project Manager $ 211.38 $ 218.78 Senior Advisors $ 264.00 $ 273.24 Task Manager $ 193.88 $ 200.67 Discipline Lead. $ 164.01 $ 169.75 Sr. Planner/Engineer $ 143.72 $ 148.75 Planner/Engineer $ 120.87 $ 125.10 Jr. Planner/Engineer $ 99.78 $ 103.28 Senior Technician $ 133.51 $ 138.18 Technician $ 97.49 $ 100.90 Senior Project Analyst $ 130.39 $ 134.95 Project Analyst $ 78.50 $ 81.24 Administration $ 100.32 $ 103.83 -a - 4e(1) Prepared by: Susan Dulek, Assistant City Attorney, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5030 RESOLUTION NO. 16-153 RESOLUTION SETTING PUBLIC HEARING FOR JUNE 6, 2016, ON A PROPOSAL TO CONVEY A SINGLE FAMILY HOME LOCATED AT 1504 YEWELL STREET. WHEREAS, the property at 1504 Yewell Street was declared a public nuisance and acquired by the City through the eminent domain process for $60,000; and WHEREAS, state law requires the City to convey the property to a buyer that will either rehabilitate the home or demolish it and construct a new house; and WHEREAS, the City has entered into an agreement, subject to formal approval by the City Council, for the sale of the property for $71,000; and WHEREAS, conveyance of the property will best reimburse the City for the expenses incurred and is in the public interest. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The City Council does hereby declare its intent to convey the single family home at 1504 Yewell Street for the sum of $71,000. 2. Public hearing on said proposal should be and is hereby set for June 6, 2016, at 7:00 p.m. in Emma J. Harvat Hall of City Hall, 410 East Washington Street, Iowa City, Iowa, or if said meeting is canceled, at the next meeting of the City Council thereafter as posted by the City Clerk, and that the City Clerk is hereby directed to cause notice of said public hearing to be published as provided by law. It was moved by sotchway and seconded by adopted, and upon roll call there were: Mims the Resolution be AYES: NAYS: ABSENT: X Botchway X Cole X Dickens X Mims X Taylor X Thomas X Throgmorton Passed and approved this 17th day of May 2016. Approved by MAYOR G - t & ATTEST: ,cJ 7C a tit% City Attorney's Office CITY ERK City of Iowa City -M"VrTr� MEMORANDUM Date: May 11, 2016 To: City Council From: Eleanor M. Dilkes, City Attorne Re: Property to North of City Hall - Purchase Agreement with Aspen Ventures LLC Background Aspen Ventures LLC, by member Jesse Allen, proposes to purchase the property to the North of City Hall for the development of multi -family residential housing, office space, a multi -story parking facility, and a fire station for use by the City. The City Manager has signed a Purchase Agreement that is contingent on City Council approval. Closing on the Purchase Agreement is then contingent on the execution of a mutually -agreeable Development Agreement, which shall include agreement regarding the design and development of the Project, and acquisition by the City of the fire station, office and parking facility components by a Lease -Purchase Agreement with such components to be constructed by Aspen Ventures along with the residential components of the project. The purchase price is for the current appraised value of $3,330,000 and may be adjusted by the parties to reflect any public benefits negotiated in connection with the Development Agreement. The details of the Project will be set forth in the Development Agreement and Lease -Purchase Agreement, both of which must be approved by the City Council. The legal structure contemplated for this project is the same as that used for the Harrison Street Parking Facility/Sabin Townhomes Project currently under construction. The primary difference is that with the former project the land was owned by the Developer. Here, the land must be transferred to the Developer by the City prior to commencement of construction. A horizontal property (condominium) regime will be imposed on the Property that is agreeable to the Developer and the City, and the City will lease -purchase the condominium unit(s) to be used for the city components from the Developer. With the exception of the public hearing on the plans, specifications and cost estimates, a contract for construction by a private party of property to be lease -purchased to a city is not subject to the public bidding requirements of the state code. However, because it is a financing mechanism it must be approved in accordance with the bond approval requirements of the state code. This type of Project requires that detailed cost estimates, plans and specifications, as well as long term financing must be agreed to and documented in the Lease -Purchase Agreement and the accompanying documents concerning long term financing. Because the Lease -Purchase Agreement as well as the Development Agreement regarding the design and development of the entire Project are contingencies, the Purchase Agreement provides for a relatively lengthy time for satisfaction of the contingencies. Closing is to occur no later than January 1, 2017 and the City Manager is given the authority to extend the closing date for an additional four months without City Council approval. Staff will keep the Council informed as the project progresses. Recommendation As the owner of the Unitarian Church at the corner of Gilbert Street and Iowa Avenue, Aspen Ventures is uniquely situated to partner with the City for development of the property to the North of City Hall and has previously shared his concept plans with the City Council. The partnership, if agreement can be reached, will also result in achieving May 11, 2016 Page 2 the community objective of preserving the church with landmark designation status. While there are numerous contingencies in the purchase agreement, it is, in essence, an agreement between the City and the Developer to work together to come up with a project that serves the needs of both parties, as well as the public. Staff recommends that the Council set a public hearing on the Purchase Agreement for June 6, 2016 with consideration of approval to follow. Cc: Marian Karr, City Clerk Geoff Fruin, Interim City Manager Chris O'Brien, Transportation Director Doug Boothroy, Neighborhood and Development Services Director Dennis Bockenstedt, Finance Director Prepared by: Eleanor Dilkes, City Attorney, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5030 RESOLUTION NO. 16-154 RESOLUTION SETTING PUBLIC HEARING FOR JUNE 6, 2016, ON A PURCHASE AGREEMENT BY AND BETWEEN THE CITY OF IOWA CITY AND ASPEN VENTURES, LLC FOR THE CITY PROPERTY TO THE NORTH OF CITY HALL THAT IS CURRENLTY USED AS A PARKING LOT WHEREAS, the property to the north of City Hall is owned by the City and currently used as a Parking Lot (hereinafter "The Property"); and, WHEREAS, The Property is legally -described as follows: BEGINNING AT THE NORTHEAST CORNER OF LOT 1, BLOCK 44, ORIGINAL TOWN OF IOWA CITY, IOWA, ACCORDING TO THE PLAT RECORDED IN PLAT BOOK 1, PAGE 116 IN THE RECORDS OF THE JOHNSON COUNTY RECORDER'S OFFICE; THENCE S00045'22"E, ALONG THE EAST LINE OF SAID LOT 1, AND ITS SOUTHERLY EXTENSION, 160.46 FEET TO CENTERLINE OF THE PLATTED ALLEY; THENCE S89019'44"W, ALONG SAID CENTERLINE, 319.30 FEET TO A POINT ON THE WEST LINE OF SAID BLOCK 44; THENCE N00046'57"W, ALONG SAID WEST LINE, 50.58 FEET TO THE SOUTHWEST CORNER OF THE NORTH 110 FEET OF LOT 4, SAID BLOCK 44; THENCE N89°21'01"E, ALONG THE SOUTH LINE OF SAID NORTH 110 FEET OF LOT 4, A DISTANCE OF 79.84 FEET TO THE SOUTHEAST CORNER OF SAID NORTH 110 FEET OF LOT 4; THENCE N00046'56"W, ALONG THE EAST LINE OF SAID LOT 4, A DISTANCE OF 110.00 FEET; THENCE N89021'01"E, ALONG THE NORTH LINE OF LOTS 3, 2 AND 1, A DISTANCE OF 239.53 FEET TO THE POINT OF BEGINNING, CONTAINING 0.98 ACRE (42,477 SQUARE FEET) AND IS SUBJECT TO EASEMENTS AND RESTRICTIONS OF RECORD WHEREAS, Aspen Ventures LLC (hereinafter "Aspen Ventures") is the owner of the historic Unitarian Church property at the comer of Iowa Avenue and Gilbert Street; and WHEREAS, Aspen Ventures desires to acquire The Property from the City and develop it as part of the site for multi -family residential housing, office space, a multi -story parking facility, and a fire station for use by the City; and, WHEREAS, Aspen Ventures has offered to purchase The Property for the current appraised value of $3,330,000.00 and The City Manager has signed a Purchase Agreement with Aspen Ventures for said amount, which agreement is attached hereto and contingent on formal City Council approval; and, Resolution No. 16-154 Page 2 WHEREAS, said Purchase Agreement is contingent on the execution of a mutually agreeable Development Agreement for the redevelopment of The Property and the Unitarian Church site which, in addition to other mutually -agreeable terms, must include an agreement for design and development of the combined parcels and the acquisition by the City, by a lease purchase agreement in accordance with Section 364.4(4) of the Iowa Code, of the fire station, office space and parking facility to be constructed by Aspen Ventures in accordance with plans and specifications approved by the City; and, WHEREAS, the Purchase Agreement provides that the purchase price may be adjusted by the parties to reflect any public benefits negotiated in connection with the Development Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, that: The City Council does hereby declare its intent to approve the Purchase Agreement attached hereto for the sale of The Property to Aspen Ventures. 2. A public hearing on said proposal should be and is hereby set for June 6, 2016, at 7:00 p.m. in Emma J. Harvat Hall of the Iowa City City Hall, 410 East Washington Street, Iowa City, Iowa, or if said meeting is cancelled, at the next meeting of the City Council thereafter as posted by the City Clerk, and that the City Clerk be and is hereby directed to cause notice of said public hearing to be published as provided by law. It was moved by sotchway and seconded by adopted, and upon roll call there were: AYES: NAYS: ABSENT: Passed and approved this 17th day of MAYOR Mims the Resolution be Botchway Cole X Dickens Mims Taylor Thomas Throgmorton 2016. ATTEST: AL6e,2e.27�-). ), CITY -CLERK roved b City Attorney's Office PURCHASE AGREEMENT BY AND BETWEEN THE CITY OF IOWA CITY AND ASPEN VENTURES LLC This Purchase Agreement by and between the City of Iowa City, hereinafter referred to as "City" and Aspen Ventures LLC, an Iowa limited liability company, hereinafter referred to as "Buyer": WITNESSETE: WHEREAS, City is the titleholder of Real Estate described as: BEGINNING AT THE NORTHEAST CORNER OF LOT 1, BLOCK 44, ORIGINAL TOWN OF IOWA CITY, IOWA, ACCORDING TO THE PLAT RECORDED IN PLAT BOOK 1, PAGE 116 IN THE RECORDS OF THE JOHNSON COUNTY RECORDER'S OFFICE; THENCE S00045'22"E, ALONG THE EAST LINE OF SAID LOT 1, AND ITS SOUTHERLY EXTENSION, 160.46 FEET TO CENTERLINE OF THE PLATTED ALLEY; THENCE S89019'44"W, ALONG SAID CENTERLINE, 319.30 FEET TO A POINT ON THE WEST LINE OF SAID BLOCK 44; THENCE N00°46'57"W, ALONG SAID WEST LINE, 50.58 FEET TO THE SOUTHWEST CORNER OF THE NORTH 110 FEET OF LOT 4, SAID BLOCK 44; THENCE N89021101"E, ALONG THE SOUTH LINE OF SAID NORTH 110 FEET OF LOT 4, A DISTANCE OF 79.84 FEET TO THE SOUTHEAST CORNER OF SAID NORTH 110 FEET OF LOT 4; THENCE N00046156"W, ALONG THE EAST LINE OF SAID LOT 4, A DISTANCE OF 110.00 FEET; THENCE N89021'01"E, ALONG THE NORTH LINE OF LOTS 3, 2 AND 1, A DISTANCE OF 239.53 FEET TO THE POINT OF BEGINNING, CONTAINING 0.98 ACRE (42,477 SQUARE FEET) AND IS SUBJECT TO EASEMENTS AND RESTRICTIONS OF RECORD and WHEREAS, Buyer is the titleholder of Property described as: Lot Four (4) in Block Forty-four (44) in Iowa City, Iowa, according to the recorded plat thereof, except the South Forty (40) feet thereof. and WHEREAS, Buyer intends to develop the Property as part of the site for multi -family residential housing, office space, a multi- story vehicle parking facility, and a fire station for use by the City; and, WHEREAS, to accomplish that development Buyer desires to acquire the Real Estate for City; Page 1 of 8 NOW THEREFORE, in light of the mutual consideration exchanged herein, the receipt and sufficiency of which is hereby acknowledged, the parties do hereby agree as follows: 1. REAL ESTATE DESCRIPTION. The Buyer hereby offers to buy and the City by its acceptance agrees to sell the Real Estate(hereinafter the "Real Estate"). The exact legal description for the Real Estate will be verified from Buyer's survey obtained pursuant to Paragraph 7 herein. The Real Estate is being conveyed with any easements and appurtenant servient estates and free from liens or encumbrances, but subject to the following: a. any zoning and other ordinances; b. any covenants of record; c. any easements of record for public utilities, roads and highways designated the Real Estate; provided Buyer, on possession, is permitted to make the following use of the Real Estate: commercial and residential development purposes. 2. PRICE. The purchase price for the Real Estate shall be Three Million Three Hundred Thirty Thousand ($3,330,000.00) equal to the fair market value of the Property as determined by a current appraisal. The purchase price may be adjusted by agreement of the parties to reflect any public benefits arising from the Developer's Agreement provided for in paragraph 5(A) hereof. The purchase price shall be payable as follows: $5,000.00 to be paid as earnest money upon acceptance of this offer, by City's City Manager, delivered to City at the time of the release or waiver of all contingencies herein, and the balance payable in full at the time of closing and transfer of possession. In the event the contingencies of this agreement, hereinafter the "Agreement," are not satisfied or released, the earnest money shall be returned to Buyer. 3. REAL ESTATE TAXES. City shall pay any current real estate taxes and any unpaid real estate taxes payable in prior years. (The Real Estate is City owned and exempt from taxation.) 4. SPECIAL ASSESSMENTS. City shall pay all special assessments which are a lien on the Real Estate as of the date of closing. All other special assessments shall be paid by Buyer. 5. CONTINGENCIES. This Agreement is contingent upon the satisfaction of the following items: A. The execution of a mutually agreeable Developer's Agreement for the redevelopment of the Real Estate, as well as the Buyer's Property adjacent to the Real Estate at the corner of Gilbert Page 2 of 8 Street and Iowa Avenue. In addition to other mutually agreeable terms, said Developer's Agreement shall include: (i) agreement by the parties as to the plans for design and development of the combined parcels ("The Project") and the acquisition by the City, by a lease purchase agreement in accordance with section 364.4(4) of the code of Iowa, of the fire station and office space and a parking deck (ramp) to be constructed by Buyer according to plans and specifications approved by the City, and; (ii) a mutually acceptable agreement for any easements as are necessary to provide utilities to the Real Estate to allow Buyer to construct the improvements in connection with The Project; and B. Buyer obtaining, in cooperation with the City, financing for The Project suitable to the needs of both Buyer and Seller, and acceptable to both, for both the construction period, and long term financing. 6. SURVEY/ SUBDIVISION PLAT. Buyer, at its sole expense, shall have the Real Estate surveyed. The legal description from the survey shall become the description of the Real Estate for purposes of conveyance hereunder. The survey description may be taken from a land survey, auditor's parcel plat or subdivision plat. The parties shall cooperate in obtaining and recording whatever survey or plat may be necessary to convey the Real Estate as provided herein, which survey or plat shall be at Buyer's expense. If the survey shows any encroachments on the Real Estate, such encroachments shall be treated as a title defect. 7. RIGHT OF ACCESS BEFORE CLOSING/ INDEMNIFICATION. Prior to closing on the purchase of the Real Estate, Buyer and its agents may have reasonable access to the Real Estate for survey, soil tests, environmental investigation and other similar activities for the purpose of satisfying the contingencies at paragraph 10 of this Agreement and other obligations of Buyer under this Agreement Buyer shall promptly repair and restore any damage caused by such access. Buyer hereby agrees to indemnify and hold harmless City from any and all expenses, claims, or losses arising from or in connection with any activities of Buyer, its officers, agents, employees, or contractors on the Real Estate prior to the Closing Date, including without limitation, any attorney's fees or court costs occasioned by such claims. Seller shall be contacted prior to any testing or on-site investigation and the date for such testing or on-site investigation agreed upon by the parties. Buyer will use best efforts to minimize any damage or disruption to planted or growing crops. Buyer agrees to repair and pay for any damage to the Property from the inspections, and Page 3 of 8 to hold Seller harmless for the acts or omissions of Buyer or its contractors during the course of such inspections In the event adverse site conditions, including, but not limited to the compaction and load bearing capacity of the soils, buried objects, archaeological remains are discovered on the Real Estate, Buyer's obligation hereunder shall be contingent upon the removal of such materials, substances, conditions or wastes or other resolution of the matter reasonably satisfactory to Buyer. 8. POSSESSION AND CLOSING. Subject to the Buyer's and City's timely performance of all obligations herein, closing shall be held at a time mutually agreed upon by Buyer and City but in any event within sixty (60) days of the satisfaction of all contingencies and prior to January 1, 2017. On and after the Closing Date and upon payment of the Purchase Price, Buyer shall be entitled to immediate possession of the Real Estate. This transaction shall be considered closed upon the delivery of the title transfer documents to Buyer and City's receipt of all funds then due at closing from Buyer under this Agreement. The closing date may be extended by mutual agreement of the parties. The City Manager may agree to an extension of no more than four months without City Council approval. 9. RISK OF LOSS AND INSURANCE. The Real estate shall be preserved in its present condition and delivered intact at the time possession is delivered to Buyer. City shall bear the risk of loss or damage to the Real Estate prior to closing. In the event of substantial damage prior to closing, the Agreement shall be null and void unless otherwise agreed in writing by the Buyer and City. The Real Estate shall be deemed substantially damaged or destroyed if it cannot be restored to its present condition on or before the Closing Date or within 30 days after the intended Closing Date, in which event the closing and transfer of possession shall be reasonably delayed, up to 30 days, in order to allow completion of the repairs and restoration. Until the Closing Date, City agrees to maintain existing insurance coverage on the Real Estate and Buyer may purchase additional insurance. 10. ENVIRONMENTAL MATTERS. City warrants to the best of its knowledge and belief that there are no abandoned wells, solid waste disposal sites, hazardous wastes or substances, or underground storage tanks located on the Real Estate, the Real Estate does not contain levels of radon gas that requires remediation under current governmental standards, and City has done nothing to contaminate the Real Estate with hazardous wastes or substances. City warrants that the Real Estate is not subject to any local, state, or federal judicial or Page 4 of 8 administrative action, investigation or order, as the case may be, regarding wells, solid waste disposal sites, hazardous wastes or substances, or underground storage tanks. City shall also provide Buyer with a properly executed Groundwater Hazard Statement showing no wells, solid waste disposal sites, hazardous wastes and underground storage tanks on the Real Estate. Buyer may at its expense, within ninety (90) days after the date of acceptance, obtain a report from a qualified engineer or other person qualified to analyze the existence or nature of any hazardous materials, substances, conditions or wastes located on the Real Estate. In the event any hazardous materials, substances, conditions or wastes are discovered on the Real Estate, Buyer's obligation hereunder shall be contingent upon the removal of such materials, substances, conditions or wastes or other resolution of the matter reasonably satisfactory to Buyer. The expense of any inspection shall be paid by Buyer. The expense of any action necessary to remove or otherwise make safe any hazardous material, substance, conditions or waste shall be paid by City. City may choose not to remove or otherwise make safe said conditions and declare this Agreement null and void. 11. USE OF PURCHASE PRICE. At time of settlement, funds of the purchase price may be used to pay taxes and other liens and to acquire outstanding interests, if any, of others. 12. ABSTRACT AND TITLE. City, at its expense, shall obtain an abstract of title prior to closing to the Real Estate continued to a date no less than 30 days prior to closing, and deliver it to Buyers for examination. It shall show merchantable title in city in conformity with this agreement, Iowa law and Title Standards of the Iowa State Bar Association. The abstract shall become the property of the Buyers when the purchase price is paid in full. City shall pay the costs of any additional abstracting and title work due to any act or omission of City, including transfers by or the death of City or their assignees. 13. DEED. Upon payment of the purchase price, City shall convey the Real Estate to Buyer or its assignees, by Warranty Deed, free and clear of all liens, restrictions, and encumbrances except as provided in Paragraph 1 above. Any general warranties of title shall extend only to the time of acceptance of this offer, with special warranties as to acts of City continuing up to time of delivery of the deed. 19. CARE AND MAINTENANCE. The Real Estate shall be preserved in its present condition and delivered intact at the time possession is delivered to Buyers, provided, however, if there is loss or destruction Page 5 of 8 of all or any part of the Real Estate from causes covered by the insurance maintained by City, Buyers agree to accept such damaged or destroyed Real Estate together with such insurance proceeds in lieu of the Real Estate in its present condition and City shall not be required to repair or replace same. 15. TIME IS OF THE ESSENCE. Time is of the essence in this contract. 16. REMEDIES OF THE PARTIES. If Buyer fails to timely perform this contract, City may forfeit it as provided in the Iowa Code, and the earnest money shall be forfeited If City fails to timely perform this contract, Buyer has the right to have all payments made returned to them. Buyer and City also are entitled to utilize any and all other remedies or actions at law or in equity available to them and shall be entitled to obtain judgment for costs and attorney fees as permitted by law. 17. CONTRACT BINDING ON SUCCESSORS IN INTEREST. This contract shall apply to and bind the successors in interest of the parties. 18. CONSTRUCTION. Words and phrases shall be construed as in the singular or plural number, and as masculine, feminine or neuter gender, according to the context. 19. CERTIFICATION. Buyers and City each certify that they are not acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by any Executive Order or the United States Treasury Department as a terrorist, "Specially Designated National and Blocked Person" or any other banned or blocked person, entity, nation or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control; and are not engaged in this transaction, directly or indirectly on behalf of, any such person, group, entity or nation. Each party hereby agrees to defend, indemnify and hold harmless the other party from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney's fees and costs) arising from or related to my breach of the foregoing certification. 20. INSPECTION OF PRIVATE SEWAGE DISPOSAL SYSTEM. City represents and warrants to Buyer that the Property is not served by a private sewage disposal system, and there are no known private sewage disposal systems on the property. Page 6 of 6 21. DISCLOSURES. City acknowledges that one or more of the members of the Buyer is a licensed Real Estate Agent. 22. GENERAL PROVISIONS. In the performance of each part of this Agreement, time shall be of the essence. Failure to promptly assert rights herein shall not, however, be a waiver of such rights or a waiver of any existing or subsequent default. This Agreement shall apply to and bind the successors in interest of the parties. This Agreement shall survive the closing. This Agreement contains the entire agreement of the parties and shall not be amended except by a written instrument duly signed by City and Buyer. Paragraph headings are for convenience of reference and shall not limit or affect the meaning of the Agreement. This Agreement shall be construed and interpreted in accordance with the laws of the State of Iowa. 23. NOTICE. Any notice required under this Agreement shall be deemed perfected when it is received in writing either by personal delivery or upon the date of the posting of said notice by Certified Mail. Such notices to City shall be sent or delivered to City of Iowa City, Attn. City Manager, 410 E. Washington St., Iowa City, Iowa 52240. Such notices to Buyer shall be sent or delivered to Aspen Ventures LLC, c/o Jesse Allen, P.O. Box 3474, Iowa City, IA 52244 with a copy to C. Joseph Holland, 123 N. Linn St., Suite 300, Iowa City, IA 52245. 24. IOWA CITY COUNCIL APPROVAL. City's obligations under this Agreement are contingent upon formal approval by the City Council for Iowa City, pursuant to Section 364.7 and Chapter 403 of the Code of Iowa. City shall seek said approval promptly after acceptance of execution of this Agreement by the City Manager on behalf of the City. If this Agreement is not approved by the City Council for Iowa City within sixty (60) clays after acceptance by the City Manager, this Agreement shall be null and void and all earnest money shall be returned to the Buyer. 25. TIME FOR ACCEPTANCE. If this Offer is not accepted by the City Manager or his designee on behalf of the City on or before 5:00 P.M. on Wednesday, May 4, 2016, it shall become null and void and all payments shall be repaid to the Buyers. This Offer is presented to the City on the --1 day of May, 2016. ASPEN VENTURES LLC r �• Page 7 of 8 By: Jesse Allen, Manager CITY OF IOWA CITY, IOWA MAYS, 2016 A3flQ � By: off Fruin Acting City Manager Page 6 of 8 Prepared by: Sara Greenwood Hektoen, Asst. City Attorney, 410 E. Washington Street, Iowa City, IA 52240; 319-356-5230 Resolution No. 16-155 RESOLUTION OF INTENT TO CONSIDER THE PROPOSED CONVEYANCE OF A PORTION OF VACATED WATERFRONT DRIVE RIGHT-OF-WAY WITHIN SOUTHGATE ADDITION, PART 1, AND SETTING A PUBLIC HEARING ON SAID PROPOSAL FOR JUNE 6, 2016 WHEREAS, the applicant, EVC Iowa City, L.L.C., desires to redevelop certain portions of Southgate Addition, Part 1, which includes a portion of Waterfront Drive right-of-way located at the southeast comer of the intersection of South Gilbert Street and U.S. Highway 6; and WHEREAS, City Council is currently considering the vacation of this right-of- way; and WHEREAS, the applicant has requested that the City convey to the adjacent property owners the right-of-way proposed to be vacated, if the vacation is approved, upon the payment of fair market value for said rights. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The City Council does hereby declare its intent to consider the conveyance of the vacated right-of-way legally described on the attached Right -of -Way Vacation Plat, in consideration for payment of fair market value for said rights. 2. A public hearing on said proposal should be and is hereby set for June 6, 2016, at 7 p.m. in Emma J. Harvat Hall at City Hall, 410 E. Washington St., Iowa City, Iowa, or if said meeting is cancelled, at the next meeting of the City Council thereafter as posted by the City Clerk. The City Clerk is hereby directed to cause Notice of Public Hearing to be published as provided by law. Passed and approved this 17 h day of May 2016. MAYOR Approved by ATTEST: // Wtyici k - /�u rr A,.e� "w , ,. CITY CLERK ' City Attomey's Office Resolution No. 16-155 Page 2 It was moved by Botchway and seconded by Resolution be adopted, and upon roll call there were: Mims the AYES: NAYS: ABSENT: ABSTAIN: x Botchway % Cole % Dickens x Mims % Taylor x Thomas x Throgmorton Prepared by: Sara Hektoen, Asst. City Atty., 410 E. Washington St., Iowa City, IA 52240; (319) 356-5030 RESOLUTION NO. 16-156 RESOLUTION APPROVING THE PARTIAL RELEASE OF A NO -BUILD EASEMENT ON LOT 6, BLOCK 43, IOWA CITY, IOWA. WHEREAS, in conjunction with the Chauncey Swan Parking Lot, the City obtained an 8' wide "no build" easement from the Iowa -Illinois Gas and Electric Company to limit the buildable area on adjacent property west of the parking lot; and WHEREAS, The Chauncey, L.L.C. is now intending to redevelop this adjacent property for a mixed-use building; and WHEREAS, the Building Code requires 10' of separation between the parking structure and the proposed building in order to maintain the existing openings in the parking structure; and WHEREAS, because the parking structure is located 4' from the City's property line, Staff has determined that the Building Code only requires a 6' wide no -build easement on the adjacent property; and WHEREAS, Staff therefore recommends releasing the western 2' from the easement to facilitate redevelopment. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: The western 2 feet of that area described as "Permanent 8' Wide 'No Building' Easement" on Exhibit A to the Permanent Easement Agreement Between City of Iowa City and Iowa - Illinois Gas and Electric Company concerning Chauncey Swan Plaza Parking Facility recorded at Book 1676, Page 39, which encumbers a portion of Lot 6, Block 43, Original Town, Iowa City, Iowa, is hereby released from the easement so that it no longer encumbers said western 2 feet. 2. The Mayor and City Clerk are hereby authorized and directed, upon approval by the City Attorney, to execute all legal documents that may be necessary to effectuate this release. 3. The City Clerk is hereby authorized and directed to certify and record this resolution with the Johnson County Recorder at The Chauncey, L.L.C.'s expense. Passed and approved this 17th day of May 2016. MAY Approved by ATTEST:�;,� Act CI "LERK City Attorney's Office Resolution No. 16-156 Page 2 It was moved by Mims and seconded by Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: ABSTAIN: Thomas the x Botchway x Cole x Dickens x Mims x Taylor x Thomas x Throgmorton CITY OF IOWA CITY 7 MEMORANDUM Date: May 10, 2016 To: Geoff Fruin, Interim City Manager From: Chris O'Brien, Director of Transportation & Resource Management Re: Agenda item for May 17, 2016 City Council Meeting Introduction: The Transportation & Resource Management Department is pursuing the City of Iowa City Parking Garage Maintenance Program and Bridge Repair 2016 Project within the approved Parking Facility Restoration Repair budget. History/background: As a part of our ongoing facility maintenance we routinely perform repairs to concrete, caulk joints, expansion joints, etc., in order to maintain the integrity of the facilities. This project will primarily consist of concrete repairs and sealant in the Capitol Street facility along with minor repairs in the Dubuque Street, Tower Place and Chauncey Swan facilities. In addition to this year's parking garage maintenance we have added an add alternate that includes expansion joint work on three Iowa City bridges. The scope of work is right in line with work performed on parking garage expansion joints and fit well into our project. Discussion of Solution: This work will begin in June and finish in October and will result in temporary loss of spaces to allow for the concrete work to be completed. We intend to have all facilities operational for the duration of the project. Conclusion: We enlisted the services of THP Limited Inc., to complete a work detail and bid documents for the City of Iowa City Parking Garage Maintenance Program 2016 Project. They estimated the cost of this project, including design, is $400,000.00 to be funded out of parking operations. This project will aid in extending the life of the parking facilities and help protect against more costly repairs in the future. This project was approved as a part of the CIP program. 7 Prepared by: Kum! Moms Public Works, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5082 RESOLUTION NO. 16-157 RESOLUTION APPROVING PLANS, SPECIFICATIONS, FORM OF AGREEMENT, AND ESTIMATE OF COST FOR THE CONSTRUCTION OF THE IOWA CITY PARKING GARAGE MAINTENANCE PROGRAM AND BRIDGE REPLACEMENT 2016 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 Parking Facility Restoration Repair account # T3004 and the Annual Bridge Maintenance and Repair account #S3910. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA THAT: 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 2:30 p.m. on the 2nd day of June, 2016. 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 6th day of June, 2016, or at a special meeting called for that purpose. Passed and approved this 17th day of ATTEST: `/%rll�uct' J CITY CLERK MA OR 20 16 Approved by 40� �o City Attorney's Office S:IENGIARCHITECTURE FILEIProjectstParking Garage Maintenance Program 2015 through 20181Fron1 Ends and Bids Documents and Notices120WRESOLUTION Approve Plans 8 Specs City of Iowa City Parking Garage Maintenance Program and fridge Repair 2016 ProjectAcc Resolution No. 16-157 Page 2 It was moved by Mims and seconded by Botchway the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: ABSTAIN: x Botchway x Cole x Dickens x Mims x Taylor x Thomas x Throgmorton Prepared by: Dave Panos, Senior Civil Engineer, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5145 RESOLUTION NO. 16-158 RESOLUTION APPROVING PLANS, SPECIFICATIONS, FORM OF CONTRACT AND ESTIMATE OF COST FOR THE CONSTRUCTION OF THE SYCAMORE STREET AND LOWER MUSCATINE ROAD LANDSCAPE IMPROVEMENTS PROJECT 2016, 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. WHEREAS, funds for this project are available in the Lower Muscatine Road Landscaping account #P3978, S.Sycamore Landscaping - Langenberg to L account # P3979, and S.Sycamore Landscaping - Langenberg to Hwy 6 account # P3980. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF IOWA CITY, IOWA THAT: The plans, specifications, form of contract, and estimate of cost for the above-named project are hereby approved. 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 2:30 pm on the 7th day of June, 2016. 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 meeting, to be held at the Emma J. Harvat Hall, City Hall, Iowa City, Iowa, at 7:00 p.m. on the 21st day of June, 2016, or at a later date and/or time as determined by the Director of Public Works or designee. Passed and approved this 17th day of Ma 016. M or Approved by: ATTEST: 9/(/ 5C !y ftuaa Nim City Clerk City Attorney's Office S j z�IG Resolution No. 16-1 Page 2 It was moved by Botchway and seconded by Resolution be adopted, and upon roll call there were: AYES: NAYS: x x x x x 1:1:7..1ahg01i x Thomas the Botchway Cole Dickens Mims Taylor Thomas Throgmorton 'p"�oE CITY OF IOWA CITY s ''mV. � MEMORANDUM Date: May 9, 2016 To: City Council From: Geoff Fruin, Interim City Manager Re: Iowa City Public Library (ICPL) Bookmobile Funding Background The City Council adopted the FY 2017 budget on March 1, 2016. Included in the budget were new net expenditures of $60,696 to support the ICPL's planned bookmobile launch. During budget deliberations, there were questions raised about how the ICPL's bookmobile may impact the operations of the non-profit Antelope Lending Library and whether there may be opportunities for those two entities to collaborate. Ultimately, the City Council adopted the budget with a provision in the resolution that "Allocation or expenditure of any funds to the library for the Bookmobile is contingent on subsequent approval of the specific project by the City Council." The City Council requested that the City Manager's Office facilitate discussions with the two entities and report back with a recommendation prior to the start of the new fiscal year. Summary of ICPL and Antelope Lending Library Meetings To start the engagement process I met with Antelope and the ICPL separately for the purpose of better understanding each organization's thoughts on the issue. These meetings were important to help me understand the history and service goals of each organization prior to facilitating a group discussion. Subsequent to those individual meetings, two group meetings were held on April 12th and April 29th. Participating in the group meetings were the following individuals: • Susan Craig, Iowa City Public Library • Kara Logsden, Iowa City Public Library (April 29th only) • Angela Pilkington, Iowa City Public Library • Cassandra Elton, Antelope Lending Library • Braeden Jones, Antelope Lending Library The purpose of the April 12th meeting was to develop a shared understanding between the organizations and identify potential opportunities for collaboration. For the City Council's benefit a summary of the ICPL bookmobile plans and services of the Antelope Lending Library are provided below: Iowa City Public Library Bookmobile Plans The ICPL identified the launch of a bookmobile service as a top priority in their FY 2016 Strategic Plan. The ICPL hopes to commence bookmobile services in the spring of 2017. In order to meet this objective the ICPL has recently retained a consultant to guide a Request for Proposal (RFP) process for the design and procurement of a new, 28'-35' custom bookmobile. New staff is expected to be hired in early spring of 2017. While operational plans are not finalized, preliminary service details are summarized below: May 9, 2016 Page 2 • Flexible service provided by two paid staff members to various parts of Iowa City and within the contracted communities outside of Iowa City. • Stops will focus on neighborhoods, parks and locations that serve populations experiencing the most difficulty accessing the ICPL (e.g. children and seniors) • Additional programming may be tailored to the stop location (e.g. instructions on digital access of library collections at senior housing sites) • Year-round service, 4 days a week, increasing to 5 days a week in the summer. Additional hours will focus on special events and programs in the service area (e.g. Party in the Park) • A full range of library collections will be available, along with public Wi-Fi. The bookmobile will deliver holds to customers at scheduled stops and offer library cards among other services. Antelope Lending Library Services The Antelope Lending Library started service to the Iowa City community in 2013. Antelope receives its 501(c)3 status through the James Gang, a community building organization based in Iowa City, and relies heavily on community donations and volunteers. Antelope has increased its scope of service in each subsequent year and anticipates service growth in the coming years. A summary of the service is provided below: • Service via a 1998 32' Bookmobile is focused in the summer months with 15-20 stops over 5 days each week. Additional stops are provided for community events and festivals. Limited year round service has been provided in the past at the Center for Worker Justice and Twain Elementary. • Stops aim to serve those with access barriers including transportation and language barriers. Staff and volunteers are bilingual. • The collection includes 3,000-4,000 books, which are approximately 66% K-6, 17% young adult and 17% adult. Wi-Fi and computer access services are provided. Additional programming is also available depending on the nature of the stop. • Antelope relies heavily on community partnerships and noted more than a dozen noteworthy community partners including the City's Parks and Recreation Department. Based on discussion at the April 12'" meeting, I identified the following five opportunities for further discussion: • Opportunity 1: Utilize the upcoming summer season to strengthen the working relationship between Antelope and the ICPL in a manner that will be mutually beneficial. • Opportunity 2: Work to jointly coordinate and promote services in a manner that recognizes the value of both entities, minimizes duplication of services, and eliminates confusion of differing offerings and policies. • Opportunity 3: Explore joint programming opportunities such as a bookmobile festival where the mission and offerings of both services could be on display for a large audience. • Opportunity 4: Contemplate opportunities to work together to build broader, stronger bases of charitable support for both organizations. • Opportunity 5: Promote a greater understanding of the services provided by Antelope and strengthen the relationship and collaborative efforts with the ICPL and other area libraries by inviting Antelope to present annually at an ICPL Board meeting and/or at the Public Libraries of Johnson County meetings. While other opportunities were briefly discussed, it does not appear that a shared service arrangement or a contractual relationship is feasible at this time. Such service arrangements could be explored down the road, particularly if the partnership between the organizations is strengthened through other collaborations. The five opportunities noted above became the focus for the April 29th meeting. On April 29'" there was general consensus that the five identified opportunities provided a framework for the two entities to start to work more closely May 9, 2016 Page 3 together for the benefit of the shared population that they serve. At the same meeting, Antelope inquired if some of the FY 2017 funding could be used to support their services in this coming year. Recommendation It is my recommendation that the City Council provide the final budget authorization needed for the ICPL to carry out their strategic plan objective to operate a bookmobile service beginning in FY 2017. However, the ICPL should follow through on their commitments made through this process to fully explore mutually beneficial collaborations with Antelope in the coming year with such plans to be more fully developed in anticipation of the spring/summer 2017 service launch. More specific thoughts on the five identified opportunities are included below: Opportunity 1: Utilize the upcoming summer season to strengthen the working relationship between Antelope and the ICPL in a manner that will be mutually beneficial. Antelope expressed interest in serving as a pilot program for the ICPL to help foster a stronger understanding of service capabilities and community needs. The ICPL expressed interest in conducting meet -ups with Antelope at stops this summer. Such meet -ups would not only help inform ICPL staff of service needs in the community but may also help foster a stronger, more collaborative relationship between the two entities. One specific opportunity this summer may be centered on activities being planned by the Chamber of Commerce Education Task Force, which includes representatives of both Antelope and the ICPL. Opportunity 2: Work to jointly coordinate and promote services in a manner that recognizes the value of both entities, minimizes duplication of services, and eliminates confusion of differing offerings and policies. Service coordination will be critical for both entities and there was acknowledgement that stops must be thoughtfully spaced in order to minimize confusion. There appears to be a great opportunity to work together on marketing plans and collateral that promote both services. Antelope has developed strong community partnerships that could also be extended to the ICPL. The ICPL has a large network of users and marketing / graphic design expertise that could help raise awareness of the services provided by Antelope. The ICPL has offered to display Antelope brochures in the children's area of the library. The ICPL has also generously offered to design, print and distribute marketing materials in the future that promote both operations. Opportunity 3: Explore joint programming opportunities such as a bookmobile festival where the mission and offerings of both services could be on display for a large audience. While poorly coordinated stops could cause confusion and harm both services, joint programming could potentially have a significantly positive impact. Co -locating at special events or creating a bookmobile festival could raise awareness of both organizations and demonstrate in a very visible manner that both services are highly valued in the community. Such events would be a fantastic opportunity to expose both services to audiences that may not regularly seek out bookmobiles at routine stops. Ideas expressed include National Bookmobile Day, a summer kick-off celebration, Arts Fest, Jazz Fest and Soul Fest among others. Opportunity 4: Contemplate opportunities to work together to build broader, stronger bases of charitable support for both organizations. Both bookmobile services depend on the charitable support from the communities in which they serve. While service levels, collections and operating policies may differ, the general goal of enhancing access to library services is shared. The organizations should contemplate whether they can work together to broaden and strengthen their donor networks. Intermingling donor May 9, 2016 Page 4 networks and splitting proceeds at charitable events could prove mutually beneficial for both entities. The ICPL recently conducted a joint fundraising event with other area libraries. This experience could provide a template for a future fundraising effort with Antelope. Opportunity 5: Promote a greater understanding of the services provided by Antelope and strengthen the relationship and collaborative efforts with the ICPL and other area libraries by inviting Antelope to present annually at an ICPL Board meeting and/or at the Public Libraries of Johnson County meetings. In three years, Antelope has grown from an idea to a highly valued service in the community. With limited resources they have grown operations each year and continued to build their customer base and reach into the community. Their list of community partnerships is quite impressive and speaks to their ability to meet a wide variety of needs in the community. The ICPL and other area libraries should recognize and embrace the role Antelope has in the community. At a minimum, the Library Board should consider inviting Antelope to present annually at a Board meeting. ICPL staff has also invited Antelope to present at the May meeting of the Public Libraries of Johnson County. This type of engagement can hopefully lead to new ideas and a continuing commitment to work together. As previously noted, Antelope also inquired if the City could use some of the budgeted funds in FY 2017 to support Antelope operations this year. While I do not support a direct subsidization of Antelope operations, I would be amenable to providing the ICPL discretion to use a portion of budgeted funds to support a joint community event with Antelope prior to the launch of the ICPL bookmobile. This could be a joint fundraising venture, a community celebration on National Bookmobile Day next spring and/or any number of other similar events that benefit both organizations and the greater community. Again, I feel this discretion is best left to the ICPL Board and staff. As part of my recommendation, the ICPL should provide the City Council with an update on their bookmobile plans and the anticipated collaborations with Antelope no later than December, 31 2016. This update will help guide the Council as you deliberate the FY 2018 budget in January of 2017. Conclusion I would like to personally thank the representatives from the ICPL and Antelope for the manner in which they approached these discussions. Everyone maintained a positive, supportive attitude and genuinely aimed to find opportunities to collaborate. I believe both parties expressed a great deal of respect for each other and were truly interested in finding productive ways to move forward. Iowa City is incredibly fortunate to have a world-class library operation with the ICPL. Similarly, the story of the rise of the Antelope Lending Library is quite inspirational. To move from idea to an expansive service plan with extensive community partners in three short years is truly amazing considering the fiscal constraints of the non-profit organization. While both will provide similar services in the same approximate geographic area, with a commitment to collaboration their value to the community could increase exponentially. y Prepared by: Geoff Fruin, Interim City Manager, 410 E. Washington St., Iowa City, IA 52240-319-356-5010 RESOLUTION NO. 16-159 RESOLUTION AUTHORIZING THE IOWA CITY PUBLIC LIBRARY TO UTILIZE FUNDS BUDGETED IN FY 17 FOR THE PURPOSE OF CARRYING OUT A NEW BOOKMOBILE SERVICE TO THE COMMUNITY WHEREAS, The City Council formally adopted the FY 17 budget on March 1, 2016; WHEREAS, The FY 17 budget includes new net expenditures of $60,696 to support the ICPL's planned bookmobile launch; WHEREAS, In the adopting resolution for the budget the City Council stipulated that "Allocation or expenditure of any funds to the library for the Bookmobile is contingent on subsequent approval of the specific project by the City Council."; and WHEREAS, The City Council requested that the City Manager's Office facilitate discussions between the Iowa City Public Library and the Antelope Lending Library and report back with a recommendation prior to the start of the new fiscal year; and WHEREAS, The Interim City Manager has reviewed the situation per the City Council's request and has recommended that the Iowa City Public Library be permitted to spend the bookmobile funds in accordance with normal budgetary procedures; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA: That the Iowa City Public Library is authorized to expend budgeted funds in FY 17 for the purpose of carrying out a new bookmobile service to the community Passed and approved this 17th day of May 2016. MAWOR Approved by ATTEST: �)� � . CITY 1'tERK City Attorney's Office Resolution No. 16-159 Page 2 It was moved by Botchway and seconded by Thomas the Resolution be adopted, and upon roll call there were: AYES: NAYS: x x x x x x ABSENT: x ABSTAIN: Botchway Cole Dickens Mims Taylor Thomas Throgmorton (To be published on or before May 12, 2016) NOTICE OF BOND SALE Time and Place of Sealed Bids: Bids for the sale of Bonds of the City of Iowa City, State of Iowa, hereafter described, must be received at the office of the Finance Director, City Hall, 410 E. Washington, Iowa City, Iowa 52440 (the "Issuer") before 10:00 A.M., on the 17th day of May, 2016. The bids will then be publicly opened and referred for action to the meeting of the City Council in conformity with the TERMS OF OFFERING. The Bonds: The Bonds to be offered are the following: GENERAL OBLIGATION BONDS, SERIES 2016A, in the amount of $8,795,000 *, to be dated June 16, 2016; and TAXABLE GENERAL OBLIGATION BONDS, SERIES 2016B, in the amount of $620,000*, to be dated June 16, 2016 (the "Bonds") *Subject to principal adjustment pursuant to official Terms of Offering. Manner of Biddine: Open bids will not be received. Bids will be received in any of the following methods: Sealed Biddin¢: Sealed bids may be submitted and will be received at the office of the Finance Director at City Hall, 410 E. Washington, Iowa City, Iowa 52440, Electronic Internet Bidding: Electronic internet bids will be received at the office of the Finance Director at City Hall, 410 E. Washington, Iowa City, Iowa 52440, or at the office of the City's Municipal Advisor Public Financial Management, Inc., 801 Grand Avenue, Suite 3300, Des Moines, Iowa 50309. The bids must be submitted through the PARTTY® competitive bidding system. Electronic Facsimile Bidding: Electronic facsimile bids will be received at the office of the Finance Director at City Hall, 410 E. Washington, Iowa City, Iowa 52440 (facsimile number: 319-341-4008). Electronic facsimile bids will be treated as sealed bids. Consideration of Bids: After the time for receipt of bids has passed, the close of sealed bids will be announced. Sealed bids will then be publicly opened and announced. Finally, electronic intemet bids will be accessed and announced. Sale and Award: The sale and award of the Bonds will be held at the Emma J. Harvat Hall, City Hall, 410 E. Washington, Iowa City, Iowa at a meeting of the City Council on the above date at 7:00 P.M. r CITY OF IOWA CITY ,o zft- MEMORANDUM Date: May 6, 2016 To: Geoff Fruin, Interim City Manager From: Dennis Bockenstedt, Finance Director Re: Resolutions approving sale of 2016 General Obligation Bonds and 2016 Water and Sewer Revenue Refunding Capital Loan Notes The City will be taking bids until 10:00am on May 17, 2016 for $8,795,000 of tax exempt general obligation bonds (2016A), $620,000 of taxable general obligation bonds (2016B), $10,215,000 (dollar amount subject to change) of sewer revenue refunding capital loan notes (2016C), and $4,025,000 (dollar amount subject to change) of water revenue refunding capital loan notes (2016D). The results of those four separate bids will be summarized, and then the bids will be awarded to the bidders of the lowest interest rates. El Counc'IM ember introduced the "RESOLUTIO DIRECTING SALE OF $ GI BONDS, SERI,%S 2016A," and moved its adoption. Council Mei seconded the mo 'on to adopt. The roll was called and the vote w A NAYS: /esolution entitled OBLIGATION Whereupon, the Mayor decVt'vd the following Resolution duly adopted: GENERAL BLIGATION BO� WHEREAS, bid ave been received for received (with permitt adjustments, if any) is $ GENERALi SERI S 2016A Bidder: The terms of Final Amount as adjusted: $ Price as adjusted: $ _ Rate: of OF $ SERIES 2016A Bonds described as follows and the best bid -mined to be the following: TION BONDS, Ne Interest Cost: $ N W, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, STATE OF IOWA: Section 1. That the bid for the Bonds as above set out is hereby determined to be the best and most favorable bid received and, the Bonds are hereby awarded as described above. -5- Official Statement: The Issuer has issued an Official Statement of information pertaining to the Bonds to be offered, including a statement of the Terms of Offering and an Official Bid Form, which is incorporated by reference as a part of this -notice. e Official Statement may be obtained by request addressed to the City Clerk;-Cify Hall, 410 E.Washington, Iowa City, Iowa 52440; Telephone: (319)356-5053 or e-fssuer's Municipal Advis9r, Public Financial Management, Inc., 801 Grand Aue, Suite 3300, Des Moines, Iowa, 50309; Telephone: (515)243-2600. / Terms of Offering: All b ds shall be in conformity with and the sale shall be in accord with the Terms of Offering as set orth in the Official Statement. Legal Opinion: The Bonds ill be sold su Attorneys of Des Moines, Iowa, as to the legality with the printed Bonds without cost to the purcha; to the extent necessaryto issue their op ion as to examine or review or express any opinio with re documents, materials or statements made furlr�i: marketing of the Bonds. Rights Reserved: The right is re: irregularities as deemed to be in the best By order of the City Council 01229468-1\10714-121/122 ;cyto the opinion of Ahlers & Cooney, P.C., l heir opinion will be furnished together and all bids will be so conditioned. Except legality of the Bonds, the attorneys will not et to the accuracy or completeness of d in connection with the sale, issuance or to reject any or all bids, and to waive any As of the public. City, State of Iowa. an K. Karr City Clerk, of Iowa City, State of Iowa 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 $ General Obligation Bonds, Series 2016A (the "Bonds") dated June 16, 2016. The Bonds are being issued pursuant to a Resolution of the Issuer approved on May 17, 2016 (the "Resolution"). The Issuer covenants and agrees as follows: Section 1. This executed and delivered by thf Issuer for the benefit of the Holders Bonds and in order to assist t e Participating Underwriters in com] 12(b)(5). re Certificate is being Beneficial Owners of the iQ with S.E.C. Rule 15c2 - Section 2. Definitions. 1� addition to the definitions setfo in the Resolution, which apply to any capitalized term use in this Disclosure Certificate less otherwise defined in this Section, the following capitalized\ erms shall have the followin meanings: "Annual Financial Informati n" shall mean financial information or operating data of the type included in the final Official Sta ment, provided at least annually by the Issuer pursuant to, and as described in, Sections 3 and 4 o this Disclosure CerEificate. "Beneficial Owner" shall mean a person to vote or consent with respect to, or to diA ose of holding Bonds through nominees, deposito 'es or i owner of any Bonds for federal income tax p os "Business Day" shall mean a day other ha banks in Iowa are authorized or required by la)\c "Dissemination Agent" shall mean the Issi writing by the Issuer and which has filed with the designation. "Holders" shall mean the books of the Registrar. "Listed Events" shall mean Certificate. i holders V(a) has the power, directly or indirectly, irship of, any Bonds (including persons intermediaries), or (b) is treated as the a Saturday or a Sunday or a day on which close. of the events or any Dissemination Agent designated in a written acceptance of such Bonds, as recorded in the registration Section 5(a) of this Disclosure "Municipal Securities Ru(emaking Board" or "MS" shall mean the Municipal Securities Rulemaking Board, U300 I Street NW, Suite 1000, ashington, DC 20005. i "National Repository"shall mean the MSRB's Electron c Municipal Market Access website, a/k/a "EMMA" (emma.msrb.org). "Official Statemel shall mean the Issuer's Official Statement for the Bonds, dated . 2016. "Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "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. i "State" shall mean the St4fe of Iowa. Section 3. Provisi a) The Issuer shaIN or shall cause the Dis! hundred ten (210) days aft r the end of the Issuer commencing with informatr n for the 2015/2016 Repository an Annual Finan 'al Information filin Section 4 of this Disclosure rtificate. The Arjr submitted in such format as is quired by the j T format). The Annual Financialformation fi inl or as separate documents compri jng a package. may cross-reference other informai Certificate; provided that the audite separately from the balance of the A date required above for the filing of available by that date. If the Issuer', change in the same manner as fora b) If the Issuer is una Financial Information by the to the Municipal Securities F as Exhibit A. i C) The i. each Repository; ar. as ie*nation Agent to, not later than two 's seal year (presently June 30th), seal year, provide to the National consistent with the requirements of .ual Financial Information filing must be iRB (currently in "searchable PDF" may be submitted as a single document The Annual Financial Information filing d in Section 4 of this Disclosure uncial statements of the Issuer may be submitted ial Financial Information filing and later than the Annual Financial Information if they are not cal year changes, it shall give notice of such ed Event under Section 5(c). Agent shall: file Annual to the National Repository the Annual in subsection (a), the Issuer shall send a notice )ard, if any, in substantially the form attached ii. (it the Dissemination Agent is the Issuer certifying that the Annual Fina to this Di§closure Certificate, stating the Section 4. Content of Annual Financial Informa Information filing sh�ll contain or incorporate by refere Information with the National r than the Issuer), file a report with l Information has been filed pursuant it was filed. The Issuer's Annual Financial the following: a) a last available audited financial statements of the Issuer for the prior fiscal year, prepar6d 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 Annual Financial Information is required to be filed pursuant to Section 3(a), the Annual Financial Information filing shall contain unaudited financial statements of the type included in the final Offici`all9tatement, and the audited financial statements shall be filed in the same manner as the Arinua] Financial Information when they become available. b) A table, sche ule or other information prepareq as of the end of the preceding fiscal year, of the type 4ontained in the final Official Sta ment under the captions "Property Valuations", Trend of Valuations", "Larger axpayers", "Debt Limit", "Direct Debt", "Tax Rates" and 'Levies and Collections". Any or all of the items listed abovm may be included by spebific reference to other documents, including official statements of deb issues of the Issuer o/related public entities, which have been filed with the National Reposit The Issuer shall clearly identify each such other document so included by reference. Section 5. Revortin2 of Si2nific t Events. a) Pursuant to the provision of this Section, the Issuer shall give, or cause to be given, notice of the occurrence of an of the following events with respect to the Bonds in a timely manner not later than 10 �siness Days after the day of the occurrence of the event: i. Principal and ii. iii. Unscheduled draws on difficulties; ; iv. Unscheduled draws on reflecting financial difficulties; v. Substitution of credit or delinquencies; if material; service reserves reflecting financial enhancements relating to the Bonds providers, or their failure to perform; vi. Ad,Lerse tax opinions, the issuance by the Internal Revenue Service of proposed or Penal determinations of taxabili 'Notices of Proposed Issue (IRS Form 5701TEB) or other material notices o determinations with respect to the tax-exemp/status of the Series Bonds, or ma �rial events affecting the tax-exempt status of the Bonds; vij. Modifications to rights of Holders of the Bonds, if material; viih�and calls (excluding sinking fund mandatory redemptions), if material, and tender offers; ix. Defeasances of the Bonds; x. Release, substitution, or sale of property securing repayment of the Bonds, if material; xi. Rating changes on the Bonds; xii.. The co Aummation of a merger, c involving the Issue or the sale of all or substa other than in the or inary course of business, 1 to undertake such 4 action or the termination any such actions, of er than pursuant to its ter xiv. Appoi name of a trustee, b) Whenever the Issi Event, the Issuer shall deten and if so shall as soon as po; applicable federal securities of a successor or )tains the kno if the occurre determine if c) If the Issuer determinesa not subject to materiality, or determ would be material under applicable not later than 10 Business Days after occurrence with the Municipal Secur National Repository. or similar event of the Issuer; olidation, or acquisition ally all of the assets of the Issuer, entry into a definitive agreement a definitive agreement relating to if material; and trustee or the change of age of the occurrence of a Listed is subject to notice only if material, h event would be material under iowledge of the occurrence of a Listed Event is such occurrence is subject to materiality and ral securities laws, the Issuer shall promptly, but occurrence of the event, file a notice of such s Rulemaking Board through the filing with the Section 6. Termination of Reporting Oblig Disclosure Certificate shall terminate upon the leg, full of all of the Bonds or upon the Iss6er's receipt counsel to the effect that, because of/legislative act actions or proceedings, the failure of the Issuer to c Participating Underwriters to be idviolation of the Securities Exchange Act of 1934; as amended. 1. The Issuer's obligations under this ;feasance, prior redemption or payment in n opinion of nationally recognized bond or final judicial action or administrative kly with the terms hereof will not cause or other applicable requirements of the Section 7. Dissemination Agent. The Issuer may, om time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligati ns under this Disclosure Certificate, and may discharge any such/Agent, with or without appoin.ng a successor Dissemination Agent. The Dissemination Agent Shall not be responsible in any m er for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Ce 'ficate. The initial Dissemination Agent shall be the Issue / Section 8. Ame dment Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Issuer rhay amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: 0 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 Bonds, 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 Bonds, 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 V the Holders of the Bonds in the same manner as provided in the Resolution for amendn/ents to the Resolution with the consent of Holders, o (ii) does not, in the opinion of tlonally recognized bond counsel, materially impai the interests of the Holders or eneficial Owners of the Bonds. In the event of any amendment or iver of a provision of this isclosure Certificate, the Issuer shall describe such amendment in the ext Annual Financial formation filing, and shall include, as applicable, a narrative expl ation of the reason r the amendment or waiver and its impact on the type (or in the case of a ch nge of accounting principles, on the presentation) of financial information or operating data be g presented by/the Issuer. Section 9. Additional Information. deemed to prevent the Issuer from dissem: dissemination set forth in this Disclosure 1 in this Disclosure Certificate shall be y.other information, using the means of including any other information in any Annual Fi' at occurrence of a Listed Event, in addition to that wh If the Issuer chooses to include any information in a notice of occurrence of a Listed Event in addition to Disclosure Certificate, the Issuer shall have no oblig information or include it in any future Annual Finan occurrence of a Listed Event. If or any other means of communication, or ficial Information filing or notice of ;h is required by this Disclosure Certificate. V Annual Financial Information filing or at which is specifically required by this ati n under this Certificate to update such filing or notice of Section 10. Default. In the eLent of a failure of the \Issuer to comply with any provision of this Disclosure Certificate, any Holder or Beneficial Owner of the Bonds may take such actions as may be necessary and/ppropriate, including seeki\exent ate or specific performance by court order, to cause the IssYer to comply with its obligatier this Disclosure Certificate. Direct, indirect, consequential and punitive damll not be recoverable by any person for any default hereu der and are hereby waived to thpermitted by law. A default under this Disclosue Certificate shall not be deemedt of default under the Resolution, and the sole redy under this Disclosure Certifihe event of any failure of the Issuer to comply wish this Disclosure Certificate shall ben to compel performance. Section 11. The Dissemination Agept shall have only such duties as are specifically set forth in this Disclosure Certificate, and th Issuer agrees to indemnify and save the Dissemination Agent, its officers, directors, emplo es 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, May 17, 2016 The Finance Director of the City of Iowa City, State of Iowa, met in City Hall, 410 E. Washington, Iowa City, Iowa, at 10:00 A.M., on the above date, to open sealed bids received, access electronic bids and to refer the sale of the Bonds to the best and most favorable bidder for cash, subject to approval by the City Council at 7:00 P.M. on the above date. The following persons were present: Dennis Bockenstedt, Marian Karr, Jon Burmeister - 1 - This being the time and place for the opening of bids for the sale of $8,795,000 (Subject to Adjustment per Terms of Offering) General Obligation Bonds, Series 2016A, the meeting was opened for the receipt of bids for the Bonds. The following actions were taken: Sealed bids were filed and listed in the minutes while unopened, as follows: Name & Address of Bidders: (Attach List of Bidders) 2. The Finance Director then declared the time for filing of sealed bids to be closed and that the sealed bids be opened. The sealed bids were opened and announced. -2- 3. Electronic bids received were accessed and announced as follows: Name Name & Address of Bidders: (Attach List of Bidders) Address Robert W. Baird & Co., Inc. Milwaukee, WI Morgan Stanley & Co, LLC New York, NY Hutchinson, Shockey, Erley & Co. Chicago, IL 4. The best bid was determined to be as follows: Name & Address of Bidder: Robert W. Baird & Co., Inc. 777 E. Wisconsin Avenue Millwaukee, WI 53202 True Interest Rate (as -bid): 1.4096% Net Interest Cost (as -bid): $758,796.63 In consultation with the Municipal Advisor, the City considered the adjustment of the aggregate principal amount of the Bonds and each scheduled maturity thereof in accordance with the Terms of Offering and the following actions were taken: Final Par Amount as adjusted: $8,795,000 Purchase Price as adjusted: $9,186,842.95 All bids were then referred to the Council for action. -3- May 17, 2016 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 7:00 P.M., on the above date. There were present Mayor Throgmorton in the chair, and the following named Council Members: Botchway, Cole, Mims, Taylor, Thomas, Throgmorton Absent: Dickens Vacant: lU Council Member Mims introduced the following Resolution entitled "RESOLUTION DIRECTING SALE OF $8,795,000 GENERAL OBLIGATION BONDS, SERIES 2016A," and moved its adoption. Council Member Botchway seconded the motion to adopt. The roll was called and the vote was, AYES: _Botehway, Cole, Mims Taylor, Thomas, Throgmorton NAYS: None ABSENT: Dickens Whereupon, the Mayor declared the following Resolution duly adopted: Resolution No 16-160 RESOLUTION DIRECTING SALE OF $8,795,000 GENERAL OBLIGATION BONDS, SERIES 2016A WHEREAS, bids have been received for the Bonds described as follows and the best bid received (with permitted adjustments, if any) is determined to be the following: $8,795,000 GENERAL OBLIGATION BONDS, SERIES 2016A Bidder: Robert W. Baird & Co., Inc. of Milwaukee, Wisconsin The terms of award: Final Par Amount as adjusted: $8,795,000 Purchase Price as adjusted: $ 9,186,842.95 True Interest Rate: 1.4096% Net Interest Cost: $758,796.63 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, STATE OF IOWA: Section 1. That the bid for the Bonds as above set out is hereby determined to be the best and most favorable bid received and, the Bonds are hereby awarded as described above. -5- Section 2. That the statement of information for Bond bidders and the form of contract for the sale of the Bonds are hereby approved and the Mayor and Clerk are authorized to execute the same on behalf of the City. Section 3. That the notice of the sale of the Bonds heretofore given and all acts of the Clerk done in furtherance of the sale of the Bonds are hereby ratified and approved. PASSED AND APPROVED this 17th day of May, 2016. M or / ATTEST: City Clerk 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 records of the City showing proceedings of the 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 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 Council hereto affixed this 17th day of May 2016. / J Cityrk, City of Iowa City, State of Iowa (SEAL) 01237715-1\10714-121 VA The Finance Director of the City of Iowa City, State of Iowa, met ' igton, Iowa City, Iowa, at 10:00 A.M., on the above date, to op se electronic bids and to refer the sale of the Bonds to the best most abject to approval by the City Council at 7:00 P.M. on the a ve date. following persons were present: Bockenstedt, Marian Karr, Jon * * R * * * * * Late Handouts Distributed City Hall, 410 E. seal bids received, favorable bidder for This being the time and place for the opening of bids for the sale of $8,795,000 (Subject to Ad Z=per Terms of Offering) General Obligation Bonds, Series 2016A, the meeting was openedr the receipt of bids for the Bonds. The following actions were taken: I . Se4 bids were filed and listed in the minutes while unopened, as follows: Name & Address of Bidders: (Attach List of Bidders) 2. The Finance Director then declared the time for filing of sealed bids to be closed and that the sealed bids be opened. The sealed bids were opened and announced. -2- 3. Electronic bids received were accessed and announced as follows: Name & Address of Bidders: Name Robert W. Bai & Co., Inc. Morgan Stanley & o, LLC Hutchinson, Shockey, ley (Attach List of Bidders) Address Milwaukee, WI New York, NY & Co. Chicago, IL 4. The best bid was determined to be as Name & Address of Bidder: Robert 777 l/ & Co., Inc. i Avenue True Interest Rate (as -bid . 1.4096% \ N/am t Cost (as- d): $758,796.63 Ition the Municipal Advisor, the City aggregatl am nt of the Bonds and each scheduled the Termin and the following actions were taken: Fount as adjusted: $8,795,000 Price as adjusted: $9,186,842.95 All bids referred to the Council for action. -3- d the adjustment of the thereof in accordance with C cil Member introduced the following Resolution entitled "RESOLU%at. IRECTING SALE OF $8,795,000 GENERAL OBLIGATION BONDS, SERIES 2nd moved its adoption. Council Member seconded the motion The roll was called and the vote was, U NAYS: Whereupon, the Mayor declResolution duly adopted: RESOLUTION DF $8,795,000 GENERAL OBLIGATION BONDS, SERIE'Nj 2016A WHEREAS, bids have been received for thbyBonds described received (with permitted adjustments, if any) is deteftned to be tie! $8,795,000 GENERAL OBLIGATION SERIES 2016A Bidder: Robert W. Baird & Co., Inc. The terms of award: Final Par Amount as Purchase Price as True Interest 795,000 $ 9,186,842.95 .4096% Net Interest,0ost: $758,796.63 and the best bid NOWVwTHEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF TH CITY OF IOW TI ,STATE OF IOWA: Section 1. That the bid for the Bonds as above set out is hereby determined to be best and most favorable bid received and, the Bonds are hereby awarded as described above. I&M ecthon 2. That the statement of information for Bond bidders and the form of contract for the s e of the Bonds are hereby approved and the Mayor and Clerk are authorized to execute the same 4 behalf of the City. Secti 3. That the notice of the sale of the Bonds heretofore given and all acts of the Clerk done in erance of the sale of the Bonds are hereby rarified and approved. PASSED\kND APPROVED this 17th day of May, 2016. ATTEST: City Clerk Mayor -6- STATE ONOWA COUNTY OF I, the and 'geed that attached is a tru d proceedings of the Co c Council with respect to which proceedings remain any way; that meeting an notice of meeting and ten CERTIFICATE ) SS City Clerk of the City of Iowa City, State of Iowa, do hereby certify complete copy of the portion of the records of the City showing i1, and the same is a true and complete copy of the action taken by the matter at the meeting held on the date indicated in the attachment, ' full force and effect, and have not been amended or rescinded d action thereat was duly and publicly held in accordance a tative genda, a copy of which was timely served on eac ember of the Council and posted on a bull in board or other prominent place easily a lble to the public and clearly designated for t purpose at the principal office of the unci] pursuant to the local rules of the Council and th rovisions of Chapter 21, Code o wa, upon reasonable advance notice to the public and medi at least twenty-four hours p . r to the commencement of the meeting as required by law and with embers of the public sent in attendance; I further certify that the individuals named therein ere on the date th f duly and lawfully possessed of their respective City offices as indicated I be stated in the proceedings, and that no 1 threatened involving the incorporation, 01 right of the individuals named therein as WITNESS my hand and the seal , 2016. (SEAL) 01237715-1\10714121 that no cil vacancy existed except as may ;rsy or ligation is pending, prayed or ion xistence or boundaries of the City or the their respective positions. hereto affixed this day of City Clelk, City of Iowa City, State May 17, 2016 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 7:00 r .M., on the above date. There were present Mayor Throgmorton in the chair, and the following named Council Members: Cole, Botchway, Mims, Taylor, Thomas, Throemorton Absent: Dickens Vacant: -1- Council Member Botchway introduced the following resolution entitled "RESOLUTION APPOINTING U.S. BANK NATIONAL ASSOCIATION OF ST. PAUL, MINNESOTA, TO SERVE AS PAYING AGENT, BOND REGISTRAR, AND TRANSFER AGENT, APPROVING THE PAYING AGENT AND BOND REGISTRAR AND TRANSFER AGENT AGREEMENT AND AUTHORIZING THE EXECUTION OF THE AGREEMENT", and moved that the resolution be adopted. Council Member Thomas seconded the motion to adopt. The roll was called and the vote was, AYES: Botchwav, Cole, Mims Taylor, Thomas, Throgmorton NAYS: None ABSENT: Dickens Whereupon, the Mayor declared said Resolution duly adopted as follows: Resolution No 16-161 RESOLUTION APPOINTING U.S. BANK NATIONAL ASSOCIATION OF ST. PAUL, MINNESOTA, TO SERVE AS PAYING AGENT, BOND REGISTRAR, AND TRANSFER AGENT, APPROVING THE PAYING AGENT AND BOND REGISTRAR AND TRANSFER AGENT AGREEMENT AND AUTHORIZING THE EXECUTION OF THE AGREEMENT WHEREAS, $8,795,000 General Obligation Bonds, Series 2016A, dated June 16, 2016, have been sold and action should now be taken to provide for the maintenance of records, registration of certificates and payment of principal and interest in connection with the issuance of the Bonds; and WHEREAS, this Council has deemed that the services offered by U.S. Bank National Association of St. Paul, Minnesota, are necessary for compliance with rules, regulations, and requirements governing the registration, transfer and payment of registered bonds; and WHEREAS, a Paying Agent, Bond Registrar and Transfer Agent Agreement (hereafter "Agreement") has been prepared to be entered into between the City and U.S. Bank National Association. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, STATE OF IOWA: -2- 1. That U.S. Bank National Association of St. Paul, Minnesota, is hereby appointed to serve as Paying Agent, Bond Registrar and Transfer Agent in connection with the issuance of $8,795,000 General Obligation Bonds, Series 2016A, dated June 16, 2016. 2. That the Agreement with U.S. Bank National Association of St. Paul, Minnesota, is hereby approved and that the Mayor and Clerk are authorized to sign the Agreement on behalf of the City. PASSED AND APPROVED this 17th day of May, 2016. ATTEST: I Q+ul2�/ iC `n.ldn,ti/ City tlerk M' or -3- AGREEMENT RELATING TO PAYING AGENCY, REGISTRAR AND TRANSFER AGENCY THIS PAYING AGENTBOND REGISTRAR AGREEMENT (this "Agreement"), is entered into as of June 10s, 2016 by and between the City of Iowa City, Iowa (the "Issuer"), and U.S. Bank National Association ("Bank"), as Paying Agent and Bond Registrar. RECITALS WHEREAS the Issuer has duly authorized and provided for the issuance of its Bonds, entitled General Obligation Bonds, Series 2016A (the "Bonds") in an aggregate principal amount of $8,795,000 to be issued as fully registered bonds without coupons; WHEREAS the Issuer will ensure all things necessary to make the Bonds the valid obligations of the Issuer, in accordance with their terms, will be done upon the issuance and delivery thereof; WHEREAS the Issuer and the Bank wish to provide the terms under which Bank will act as Paying Agent to pay the principal, redemption premium (if any) and interest on the Bonds, in accordance with the terms thereof, and under which the Bank will act as Registrar for the Bonds; WHEREAS the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent and Bond Registrar for the Bonds; WHEREAS the Issuer has duly authorized the execution and delivery of this Agreement; and all things necessary to make this Agreement a valid agreement have been done. NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE Section 1.01. Definitions. For all purposes of this Agreement except as otherwise expressly provided or unless the context otherwise requires: Definition of Terms. The terms "item", "receipt", "transfer", "turnaround", "process", "business day", and other terms used throughout the Agreement shall be deemed to have the meanings provided in Rules 17Ad-1 and 17Ad-2 of the Regulations promulgated pursuant to the Securities Exchange Act of 1934 and Section 76.10(4) of the Code of Iowa, as amended and in effect from time to time. "Bank" means U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America. "Bond Register" means the book or books of registration kept by the Bank in which are maintained the names and addresses and principal amounts registered to each Registered Owner. "Fiscal Year" means the fiscal year of the Issuer ending on June 30 of each year. "Issuer" means City of Iowa City. "Paying Agent" means the Bank when it is performing the function of paying agent for the Bonds. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government or any entity whatsoever. "Registered Owner" means a Person in whose name a Bond is registered in the Bond Register. "Registrar" means the Bank when it is performing the function of registrar for the Bonds. "Stated Maturity" when used with respect to any Bond means the date specified in the Bond as the date on which the principal of such Bond is due and payable. ARTICLE TWO APPOINTM>rNT OF BANK AS PAYING AGENT AND BOND REGISTRAR Section 2.01. Appointment and Acceptance. The Issuer hereby appoints the Bank to act as Paying Agent with respect to the Bonds, to pay to the Registered Owners in accordance with the terms and provisions of this Agreement the principal of, redemption premium (if any), and interest on all or any of the Bonds. The Issuer hereby appoints the Bank as Registrar with respect to the Bonds. As Registrar, the Bank shall keep and maintain for and on behalf of the Issuer, books and records as to the ownership of the Bonds and with respect to the transfer and exchange thereof as herein provided. The Bank hereby accepts its appointment, and agrees to act as Paying Agent and Bond Registrar. Section 2.02, Compensation. As compensation for the Bank's services as Paying Agent and Bond Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in. The Bank's proposal for paying agendregistrar services dated March 12, 2015. In addition, the Issuer agrees to reimburse the Bank, upon its request, for all reasonable and necessary out- of-pocket expenses, disbursements, and advances, including without limitation the reasonable fees, expenses, and disbursements made or incurred by the Bank in connection with entering into and performing under this Agreement. ARTICLE THREE PAYING AGENT Section 3.01. Duties of Paving Agent As Paying Agent, the Bank, provided sufficient collected funds have been provided to it for such purpose by or on behalf of the Issuer, shall pay on behalf of the Issuer the principal of, redemption premium, if any, and interest on each Bond in accordance with the provisions of the Bond. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of, redemption premium (if any) and interest on the Bonds, to the extent such funds have herein been provided by the Issuer, as follows: (a) At least three business days prior to each payment date Issuer will deposit with the Agent in immediately available funds such amount as is required to make such payment. (b) One business day before each payment date Agent will pay interest and, upon presentation and surrender of the matured or called Obligations, will pay principal to each registered owner of the Obligations as of the record date by mailing a check to each such owner. In any case where the date of maturity of interest on or principal of the Obligations or the date fixed for redemption of any Obligations shall be a Sunday or a legal holiday or a day on which the banking institutions ate authorized by law to close, then payment of interest or principal may be made on the succeeding business day with the same force and effect as if made on the date of maturity or the date fixed for redemption. Provided, however, that payment of principal shall be made not later than the second day after receipt of the matured Obligation. (c) When the Agent shall receive notice from Issuer of its option to redeem Obligations prior to maturity, the Agent shall select the Obligations to be redeemed and give notice of the redemption thereof, all in accordance with the terms of the Obligations and the Resolution. The Bank shall not be required to pay interest on any funds of the Issuer for any period during which such funds are held by the Bank awaiting the presentation of the Bonds for payment. ARTICLE FOUR REGISTRAR Section 4.01. Initial Delivery of Bonds. The Bonds will be initially registered and delivered to the purchaser designated by the Issuer as one Bond for each maturity. If such purchaser delivers a written request to the Bank not later than five business days priorto the date of initial delivery, the Bank will, on the date of initial delivery, deliver Bonds of authorized denominations, registered in accordance with the instructions in such written request. Section 4.02. Duties of Registrar. The Bank shall provide for the proper registration of transfer, exchange and replacement of the Bonds. Every Bond surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which as been guaranteed by an eligible guarantor institution, in form acceptable to the Bank, duly executed by the Registered Owner thereof or his attorney duly authorized in writing. The Registrar may request any supporting documentation it deems necessary or appropriate to affect a re -registration. Bank shall comply at all times with such rules, regulations, and requirements as may govern the registration, transfer and payment of registered Bonds including without limitation Chapters 76, 384, 554.8101 et seq. Code of Iowa and standards issued from time to time by the Municipal Securities Rulemaking Board of the United States and any other securities industry standard and the requirements of the Internal Revenue Code of 1986. For purposes of determining the registered owners of the Bonds, the record date shall be deemed to be the fifteenth day of the month preceding the date on which payment of principal, premium, if any, or interest is payable to the registered owners of the Bonds ("payment date") whether such payment is due to optional redemption, operation of a sinking fund, or for any other reason. Bank agrees that it will turnaround within three business days of receipt all items received in proper form for transfer, process or other action pursuant to the terms of this Agreement. Bank will promptly cancel and deliver to Issuer all Bonds or certificates representing the Bonds surrendered to it upon payment of the principal, premium, if any, and interest owing on such Bonds. In the event any payment check representing payment of interest or principal on the Bonds is returned to the Bank or is not presented for payment, or if any Bonds is not presented for payment of principal or premium, if any, at the maturity or redemption date, if funds sufficient to pay such interest on Bonds shall have been made available to the Bank for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Bonds shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Bank to hold such funds, without liability for interest thereon, for the benefit of the owner of such Bonds who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Agreement or on, or with respect to, such interest or Bonds. The Bank'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 Bank, shall surrender any remaining funds so held to the Issuer, whereupon any claim under this Agreement by the Owners of such interest or Bonds of whatever nature shall be made upon the Issuer. Section 4.03. Unauthenticated Bonds. The Issuer shall provide to the Bank on a continuing basis, an adequate inventory of unauthenticated Bonds to facilitate transfers. The Bank agrees that it will maintain such unauthenticated Bonds in safekeeping. Section 4.04. Form of Bond Register. The Bank as Registrar will maintain its records as Bond Registrar in accordance with standards issued from time to time by the Municipal Securities Rulemaking Board of the United States and any other securities industry standard and the requirements of the Internal Revenue Code of 1986 and Chapter 76 of the Code of Iowa. Section 4.05. Reports. The records of Bank shall be in such form as to be in compliance with standards issued from time to time by the Municipal Securities Rulemaking Board of the United States and any other securities industry standard and the requirements of the Internal Revenue Code of 1986 and Chapter 76 of the Code of Iowa. Bank's records in connection with the Bonds shall remain confidential records entitled to protection and confidentiality pursuant to Section 22.7(17), Code of Iowa. Agent agrees that its use of the records will be limited to the purposes of this Agreement and that Agent will make no private use or permit any private access thereto. The Bank will not release or disclose the content of the Bond Register to any person other than to the Issuer at its written request, except upon receipt of a subpoena or court order or as may otherwise be required by law. Upon receipt of a subpoena or court order the Bank will notify the Issuer. Section 4.06. Cancelled Bonds. All Bonds surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Bank, shall be promptly cancelled by it and, if surrendered to the Issuer, shall be delivered to the Bank and, if not already cancelled, shall be promptly cancelled by the Bank. The issuer may at any time deliver to the Bank for cancellation any Bonds previously authenticated and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Bank. All cancelled Bonds held by the Bank for its retention period then in effect and shall thereafter be returned to the Issuer . Section 4.07. Mutilated, Lost. Stolen or Destroyed Bonds. In case any Bond shall become mutilated or be destroyed, stolen or lost, the Bank shall deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Bank in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing by the owner with the Bank of evidence satisfactory to the Bank that such Bond was destroyed, stolen or lost, and ofthe ownership thereof, and upon fumisbing to the Bank of an appropriate bond of indemnity in form, substance and amount as may be required by law and as is satisfactory to the Bank. All Bonds so surrendered to the Bank shall be canceled by it and evidence of such cancellation shall be given to the Issuer. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Bond prior to payment, provided that the owner shall first provide the Bank with a bond of indemnity as set forth above. ARTICLE FIVE THE BANK Section 5.01.Duties of Bank. The Bank undertakes to perform the duties set forth herein. No implied duties or obligations shall be read into this Agreement against the Bank. The Bank hereby agrees to use the funds deposited with it for payment of the principal of and interest on the Bonds to pay the same as it shall become due and further agrees to establish and maintain such accounts and funds as may be required for the Bank to function as Paying Agent. Section 5.02.Rellance on Documents. Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions expressed therein, on certificates or opinions furnished to the Bank by the Issuer. (b) Bank may rely conclusively and act, without farther investigation, upon any list, instruction, certification, authorization, certificate or other instrument or paper suitably guaranteed and believed by it in good faith and due diligence in performing its functions to be genuine and to have been signed, countersigned or executed by any duly authorized person or persons or upon the instruction of any authorized officer of Issuer or upon the advice of Issuer's counsel; and may register any certificate representing the Bonds or may refuse to register any such certificate if in good faith Bank deems such refusal necessary in order to avoid any liability on the part of either Issuer or Bank, and Issuer agrees to indemnify and hold harmless the Bank from and against any and all losses, costs, claims and liability for so relying or acting or refusing to act. (c) No provision of this Agreement shall require the Bank to expend or risk or use its own funds for performance of any of its duties hereunder (d) The Bank may consult with counsel for the Issuer, and the written advice or opinion of counsel for the Issuer shall be full authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and reliance thereon. (e) The Bank shall not be responsible for delays or failures in performance resulting from acts beyond its control, including without limitation acts of God, strikes, lockouts, riots, acts of war or terror, epidemics, governmental regulations, fire, communication line falures, computer viruses, power failures, eathquakes or other disasters. (f) The Bank is authorized, to comply with final orders issued or process entered by any court of competent jurisdiction with respect to any money held by the Bank hereunder. If any portion of money held by the Bank hereunder is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Bank is authorized, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by the Issuer; and if the Bank complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. Section 5.03. Recitals of Issuer. The recitals contained in the Bonds shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness. Section 5.04. May Own Bonds. The Bank, in its individual or any other capacity, may become the owner or pledgee of Bonds with the same rights it would have if it were not the Paying Agent and Bond Registrar for the Bonds. Section 5.05. Money Held by Bank. Money held by the Bank hereunder need not be segregated from other funds. The Bank shall have no duties with respect to investment of funds deposited with it and shall be under no obligation to pay interest on any money received by it hereunder. Any money deposited with or otherwise held by the Bank for the payment of the principal, redemption premium (if any) or interest on any Bond and retraining unclaimed, by the Registered Owner (or by the Issuer (which claim by the Issuer shall be made in writing) after maturity and prior to escheatment) will be escheated pursuant to Iowa law.. If funds are returned to the Issuer, the Issuer and the Bank agree that the Registered Owner of such Bond shall thereafter look only to the Issuer for payment thereof, and that all liability of the Bank with respect to such moneys shall thereupon cease. Section 5.06, Other Transactions. The Bank may engage in or be interested in any financial or other transaction with the Issuer. Section 5.07. Interpleader, The issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in a court situated in Johnson County Iowa. The Issuer and the Bank further agree that the Bank has the right to file an action in interpleader in any court situated in Johnson County Iowa to determine the rights of any person claiming any interest herein. Section 5.08 Insurance. The Bank shall carry insurance in the types and amounts for the duration of this agreement as listed in the Issuer's request for paying agent/registrar services dated February 20, 2015, ARTICLE SIX AUSCE LLANE OUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed, faxed, sent pdf or delivered to the Issuer or the Bank, respectively, at the address shown below, or such other address as may have been given by one party to the other by fifteen (15) days written notice: If to the Issuer: City of Iowa City Finance Department c/o Finance Director 410 E. Washington Street Iowa City, IA 52240-1826 Facsimile: 319-3414008 If to the Bank: U.S. Bank National Association 60 Livingston Avenue St. Paul MN 55107 Facsimile: 651466-7431 Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience of reference only and shall not affect the construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer and the Bank shall bind their successors and assigns, whether so expressed or not. Section 6.06. Severability. If any provision of this Agreement shall be determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby, Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim hereunder. Section 6.08. Entire A Bement. This Agreement shall constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent and Bond Registrar. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Term and Termination. This Agreement may be terminated by either party by giving the other patty at least 90 days advance written notice. At termination of the Agreement, Agent shall deliver to Issuer any and all records, documents or other writings made or accumulated in the performance of its duties under this Agreement and shall refund the unearned balance, if any, of fees paid in advance by Issuer. If the Bank shall resign, or become incapable of acting, the Issuer shall promptly appoint a successor Paying Agent and Bond Registrar Section 6.11. Governing Law. This Agreement shall be construed in accordance with and shall be governed by the laws of the State of Iowa. Section 6.12. Documents to be Filed with Bank. At the time of the Banks appointment as Paying Agent and Bond Registrar, the Issuer shall file with the Bank the following documents: (a) a specimen Bond; (b) a copy of the opinion of bond counsel provided to the Issuer in connection with the issuance of the Bonds; and (c) such other relevant information that the Bank may request. Section 6.13. Patriot Act Compliance. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. For a non -individual person such as a business entity, a charity, a Trust or other legal entity we will ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. Section 6.14. Examination of Records. Issuer or its duly authorized agents may examine all records relating to the Obligations at the principal office of the Agent at reasonable times as agreed upon with the Agent and such records shall be subject to audit from time to time at the request of Issuer or Agent. The Agent, on request, will furnish Issuer with a list of the names, addresses, and other information concerning the owners of the Obligations or any of them. IN WITNESS WHEREOF, the Issuer and the Bank have caused this agreement to be executed in their respective names by their duly authorized representatives, in two counterparts, each of which shall be deemed an original. City of Iowa City, Issuer By: Its: V By: 2k," Its: G U.S. Bank National Association, as Authentication Agent, Transfer Agent, Registrar and Paying Agent Authorized Representative 01097925-1110714-119 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 records of the City showing proceedings of the 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 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 Council hereto affixed this 17th day of May 2016. fin^ City Clerk, City of Iowa City, State of Iowa (SEAL) 01237715-1\10714-121 Council Member introduced the following resolution entitled "RESOLUTION APPOINTING U.S. BANK NATIONAL ASSOCIATION OF ST. PAUL, MINNESOTA, TO SERVE AS PAYING AGENT, BOND REGISTRAR, AND TRANSFER AGENT, APPROVING T AYING AGENT AND BON REGISTRAR AND TRANSFER AGENT AGREEMENT A D AUTHORIZING THE EXECU ION OF THE AGREEMENT", and moved that the resoluta be adopted. Council Member seconded the motion to adopt. The rol was called and the vote was, AYES: NAYS: Whereupon, the Mayor 0MO•IXwelff duly adopted as follows: U.S. BANK NATIONAL ASSOCIATION OF SV. PAUL, MINNESOTA, TO SERVE AS PAYING AGENT, BOND rqGISTRAR, AND TRANSFER AGENT, APPROVING THE)PAYING AGENT AND BOND REGISTRAR AND TRANSF R AGENT AGREEMENT AND TION OF THE AGREEMENT WHEREAS, $ GenerN Obligation Bonds, Series 2016A, dated June 16, 2016, have been sold d action should now a taken to provide for the maintenance of records, registration of c ificates and payment o rincipal and interest in connection with the issuance of the Bonds; d WHEREAS, t)tis Council has deemed that th services offered by U.S. Bank National Association of St. P 1, Minnesota, are necessary for mpliance with rules, regulations, and requirements govering the registration, transfer and p ent of registered bonds; and WHERES, a Paying Agent, Bond Registrar "Agreement") h s been prepared to be entered into bi Association. NOW, THEREFORE, BE IT RESOLVED BY THE OF IOWA CITY, STATE OF IOWA: -2- ansfer Agent Agreement (hereafter the City and U.S. Bank National COUNCIL OF THE CITY 1. That U.S. Bank National Association of St. Paul, Minnesota, is hereby appointed to serve as Paying Agent, Bond Registrar and Transfer Agent in connection with the issuance of $ General Obligation Bonds, Series 2016A, dated une 16, 2016. 2. at the Agreement with U.S. Bank National Associ ion of St. Paul, Minnesota, is hereby approve and that the Mayor and Clerk are authorized to gn the Agreement on behalf of the City. PASSED ANI\APPROVED this 17th day of May, ATTEST: City Clerk -3- I Late Handouts Distributed ouncil Member introduced the following re7REEMENTit, "RESOL ION APPOINTING U.S. BANK NATIONAL ASSOCIATION t AESO TO SERVE AS PAYING AGENT, BOND REGISTRAR, AN AGENT, APPR VING THE PAYING AGENT AND BOND REGISTRAR AGENT AGREE NT AND AUTHORIZING THE EXECUTION OF THE and moved that the r olution be adopted. Council Member seconded the motion to adopt. a roll was called and the vote was, AYES: 1111K .31 Whereupon, the Mayor declared said R%sgi"ution duly adopted as follows: RESOLUTION APPOINTIN U.S. ANK NATIONAL ASSOCIATION OF ST. P L, M SOTA, TO SERVE AS PAYING AGENT,BON REGIS AND TRANSFER AGENT, APPROVING E PAYING A ENT AND BOND REGISTRAR AND T NSFER AGENT REEMENT AND AUTHORIZING TH EXECUTION OF TH AGREEMENT WHEREAS, $8,795,000 eneral Obligation Bonds, Seri 2016A, dated June 16, 2016, have been sold and action shoo now be taken to provide for the aintenance of records, registration of certificates and ayment of principal and interest in%bU.S. n with the issuance of the Bonds; and WHEREAS, this ouncil has deemed that the services offeBank National Association of St. Paul, innesota, are necessary for compliance wregulations, and requirements governin the registration, transfer and payment of reonds; and WHEREAS Paying Agent, Bond Registrar and Transfer Agent Agr ent (hereafter "Agreement") haseen prepared to be entered into between the City and U.S. B National Association. NOW, [THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, STATE OF IOWA: spa Ir 1. t U.S. Bank National Association of St. Paul, Minnesota, is hereby appointed to serve as Paying ent\that Bond Registrar and Transfer Agent in connection with the issuance of $8,795,000 GeneralBonds, Series 2016A, dated June 16, 2016. 2. Thatent with U.S. Bank National Association of St. Paul, Minnesota, is hereby approved Mayor and Clerk are authorized to sign the Agreement on behalf of the City. PASSED AND APPROVI5P this 17th day of May, 2016. ATTEST: City Clerk Mayor -3- Council Member Mims introduced the following Resolution entitled "RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $8,795,000 GENERAL OBLIGATION BONDS, SERIES 2016A, AND LEVYING A TAX TO PAY SAID BONDS; APPROVAL OF THE TAX EXEMPTION CERTIFICATE AND CONTINUING DISCLOSURE CERTIFICATE" and moved that it be adopted. Council Member Botchway seconded the motion to adopt, and the roll being called thereon, the vote was as follows: AYES: Botchway, Cole, Mims Taylor, Thomas, Throgmorton NAYS: None ABSENT: Dickens Whereupon, the Mayor declared said Resolution duly adopted as follows: Resolttion No 16-162 RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $8,795,000 GENERAL OBLIGATION BONDS, SERIES 2016A, AND LEVYING A TAX TO PAY SAID BONDS; APPROVAL OF THE TAX EXEMPTION, CERTIFICATE AND CONTINUING DISCLOSURE CERTIFICATE 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: a) acquisition, construction, reconstruction, enlargement, improvement, and repair of bridges, culverts, retaining walls, viaducts, underpasses, grade crossing separations, and approaches thereto; b) opening, widening, extending, grading, and draining of the right-of- way of streets, highways, avenues, alleys and public grounds; the construction, reconstruction, and repairing of any street improvements; the acquisition, installation, and repair of sidewalks, storm sewers, sanitary sewers, water service lines, street lighting, and traffic control devices; and the acquisition of any real estate needed for any of the foregoing purposes; c) rehabilitation and improvement of parks already owned, including the removal, replacement and planting of trees in the parks, and facilities, equipment, and improvements commonly found in city parks; d) acquisition, construction, reconstruction, and improvement of all waterways, and real and personal property, useful for the protection or reclamation of property situated within the corporate limits of cities from floods or high waters, and for the protection of property in cities from the effects of flood waters, including the deepening, widening, alteration, change, diversion, or other improvement of watercourses, within or without the city limits, the construction of levees, embankments, structures, impounding reservoirs, or conduits, and the establishment, improvement, and widening of streets, avenues, boulevards, and alleys across and adjacent to the project, as well as the development and beautification of the banks and other areas adjacent to flood control improvements; e) remediation, restoration, repair, cleanup, replacement, and improvement of property, buildings, equipment, and public facilities that have been damaged by a disaster as defined in section 29C.2 and that are located in an area that the governor has proclaimed a disaster emergency or the president of the United States has declared a major disaster. Bonds issued pursuant to section 384.25 for the purposes specified in this paragraph shall be issued not later than ten years after the governor has proclaimed a disaster emergency or the president of the United States has declared a major disaster, whichever is later, essential corporate purposes, and it is deemed necessary and advisable that General Obligation Bonds, to the amount of not to exceed $9,000,000 be authorized for said purposes; and WHEREAS, pursuant to notice published as required by Section 384.25 of the Code of Iowa, this Council has held a public meeting and hearing upon the proposal to institute proceedings for the issuance of the Bonds, and the Council is therefore now authorized to proceed with the issuance of said Bonds for such purposes; and WHEREAS, the Issuer is also in need of funds to pay costs of aiding in the planning, undertaking, and carrying out of urban renewal projects under the authority of chapter 403, including improvements to the Riverfront Crossings District of the City -University Urban Renewal Area, essential corporate purpose projects, and it is deemed necessary and advisable that the City issue General Obligation Bonds, for such purposes to the amount of not to exceed $200,000 as authorized by Sections 384.25 and 403.12 of the Code of Iowa; and WHEREAS, pursuant to notice published as required by Sections 384.25 and 403.12 this Council has held a public meeting and hearing upon the proposal to institute proceedings for the issuance of said Bonds, and all objections, if any, to such Council action made by any resident or property owner of the City were received and considered by the Council; and no petition having been filed, it is the decision of the Council that additional action be taken for the issuance of said Bonds for such purposes, and that such action is considered to be in the best interests of the City and the residents thereof; and -5- WHEREAS, the Issuer is also in need of funds to pay costs of acquisition, construction, reconstruction, enlargement, improvement, and equipping of recreation grounds, including trails, recreation buildings, juvenile playgrounds, swimming pools, recreation centers, and parks and the acquisition of any real estate therefor, and acquisition, construction, reconstruction, enlargement, improvement, and equipping of city hall, general corporate purposes, and it is deemed necessary and advisable that General Obligation Bonds, to the amount of not to exceed $500,000 be authorized for said purposes; and WHEREAS, the Issuer has a population of more than 5,000 but not more than 75,000, and the Bonds for these purposes do not exceed $700,000; and WHEREAS, pursuant to notice published as required by Section 384.26 of the Code of Iowa, the Council of the City has held public meeting and hearing upon the proposal to institute proceedings for the issuance of Bonds for general corporate purposes in the amounts as above set forth, and, no petition for referendum having been received, the Council is therefore now authorized to proceed with the issuance of said Bonds for such purposes; and WHEREAS, pursuant to Section 384.28 of the Code of Iowa, it is hereby found and determined that the various general obligation Bonds authorized as hereinabove described shall be combined for the purpose of issuance in a single issue of $8,795,000 General Obligation Bonds, Series 2016A as hereinafter set forth; and WHEREAS, pursuant to the provisions of Chapter 75 of the Code of Iowa, the above mentioned Bonds were heretofore sold at public sale and action should now be taken to issue said Bonds conforming to the terms and conditions of the best bid received at the advertised public sale. NOW, THEREFORE, BE IT RESOLVED BY THE 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, whenever used with respect to a Bond, the person in whose name such Bond is recorded as the beneficial owner of such Bond by a y Participant on the records of such Participant or such person's subrogee. • "Blanket Issuer Letter of Representations" shall mean the Representation Letter from the Issuer to DTC, with respect to the Bonds. "Bond Fund" shall mean the fund created in Section 3 of this Resolution. • "Bonds" shall mean $8,795,000 General Obligation Bonds, Series 2016A, authorized to be issued by this Resolution. M'is • "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Bonds. • "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate approved under the terms of this Resolution and to be executed by the Issuer and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. • "Depository Bonds " shall mean the Bonds as issued in the form of one global certificate for each maturity, registered in the Registration Books maintained by the Registrar in the name of DTC or its nominee. • "DTC" shall mean The Depository Trust Company, New York, New York, which will act as security depository for the Bond pursuant to the Representation Letter. "Issuer" and "City" shall mean the City of Iowa City, State of Iowa. • "Participants" shall mean those broker-dealers, banks and other financial institutions for which DTC holds Bonds as securities depository. • "Paying Agent" shall mean U.S. Bank National Association, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein as Issuer's agent to provide for the payment of principal of and interest on the Bonds as the same shall become due. "Project" shall mean: a) acquisition, construction, reconstruction, enlargement, improvement, and repair of bridges, culverts, retaining walls, viaducts, underpasses, grade crossing separations, and approaches thereto; b) opening, widening, extending, grading, and draining of the right-of- way of streets, highways, avenues, alleys and public grounds; the construction, reconstruction, and repairing of any street improvements; the acquisition, installation, and repair of sidewalks, stone sewers, sanitary sewers, water service lines, street lighting, and traffic control devices; and the acquisition of any real estate needed for any of the foregoing purposes; c) rehabilitation and improvement of parks already owned, including the removal, replacement and planting of trees in the parks, and facilities, equipment, and improvements commonly found in city parks; d) acquisition, construction, reconstruction, and improvement of all waterways, and real and personal property, useful for the protection or -7- reclamation of property situated within the corporate limits of cities from floods or high waters, and for the protection of property in cities from the effects of flood waters, including the deepening, widening, alteration, change, diversion, or other improvement of watercourses, within or without the city limits, the construction of levees, embankments, structures, impounding reservoirs, or conduits, and the establishment, improvement, and widening of streets, avenues, boulevards, and alleys across and adjacent to the project, as well as the development and beautification of the banks and other areas adjacent to flood control improvements; e) remediation, restoration, repair, cleanup, replacement, and improvement of property, buildings, equipment, and public facilities that have been damaged by a disaster as defined in section 29C.2 and that are located in an area that the governor has proclaimed a disaster emergency or the president of the United States has declared a major disaster. Bonds issued pursuant to section 384.25 for the purposes specified in this paragraph shall be issued not later than ten years after the governor has proclaimed a disaster emergency or the president of the United States has declared a major disaster, whichever is later; f) aiding in the planning, undertaking, and carrying out of urban renewal projects under the authority of chapter 403, including improvements to the Riverfront Crossings District of the City -University Urban Renewal Area; and g) acquisition, construction, reconstruction, enlargement, improvement, and equipping of recreation grounds, including trails, recreation buildings, juvenile playgrounds, swimming pools, recreation centers, and parks and the acquisition of any real estate therefor, and acquisition, construction, reconstruction, enlargement, improvement, and equipping of city hall. • "Project Fund" shall mean the fund required to be established by this Resolution for the deposit of the proceeds of the Bonds. • "Rebate Fund" shall mean the fund so defined in and established pursuant to the Tax Exemption Certificate. • "Registrar" shall mean U.S. Bank National Association of St. Paul, Minnesota, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein with respect to maintaining a register of the owners of the Bonds. Unless otherwise specified, the Registrar shall also act as Transfer Agent for the Bonds. "Resolution" shall mean this resolution authorizing the Bonds. • "Tax Exemption Certificate" shall mean the Tax Exemption Certificate approved under the terms of this Resolution and to be executed by the Finance Director and delivered at the time of issuance and delivery of the Bonds. • "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 Bonds issued hereunder. Section 2. Levy and Certification of Annual Tax; Other Funds to be Used. a) Levy of Annual Tax. That for the purpose of providing funds to pay the principal and interest of the Bonds hereinafter authorized to be issued, there is hereby levied for each future year the following direct annual tax on all of the taxable property in Iowa City, Iowa, to -wit: AMOUNT FISCAL YEAR (JULY 1 TO JUNE 30) YEAR OF COLLECTION $ 426,540 (cash on hand) 2016/2017 $1,064,850 2017/2018 $1,067,350 2018/2019 $1,064,450 2019/2020 $1,057,150 2020/2021 $1,058,550 2021/2022 $1,054,550 2022/2023 $1,045,600 2023/2024 $1,050,900 2024/2025 $1,055,700 2025/2026 (NOTE: For example the levy to be made and certified against the taxable valuations of January 1, 2017 will be collected during the fiscal year commencing July 1, 2018.) 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 2 of this Resolution, in like manner as other taxes are levied and assessed, and such taxes so levied in and for each of the years aforesaid be collected in like manner as other taxes of the City are collected, and when collected be used for the purpose of paying principal and interest on said Bonds issued in anticipation of the tax, and for no other purpose whatsoever. c) Additional City Funds Available. Principal and interest coming due at any time 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. MGM Section 3. Bond 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 "GENERAL OBLIGATION BOND FUND NO. 1" (the 'Bond Fund"), which is hereby pledged for and shall be used only for the payment of the principal of and interest on the Bonds hereinafter authorized to be issued; and also there shall be apportioned to said fund its proportion of taxes received by the City from property that is centrally assessed by the State of Iowa. Section 4. Application of Bond Proceeds. Proceeds of the Bonds, other than accrued interest except as may be provided below, shall be credited to the Project Fund and expended therefrom for the purposes of issuance. Any amounts on hand in the Project Fund shall be available for the payment of the principal of or interest on the Bonds at any time that other funds shall be insufficient to the purpose, in which event such funds shall be repaid to the Project Fund at the earliest opportunity. Any balance on hand in the Project Fund and not immediately required for its purposes may be invested not inconsistent with limitations provided by law or this Resolution. Section 5. Investment of Bond Fund Proceeds. All moneys held in the Bond Fund, provided for by Section 3 of this Resolution shall be invested in investments permitted by Chapter 12B, Code of Iowa, 2015, 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, 2015, as amended, or otherwise by a valid pledge of direct obligations of the United States Government having an equivalent market value. All such interim investments shall mature before the date on which the moneys are required for payment of principal of or interest on the Bonds as herein provided. Section 6. Bond Details, Execution and Redemption. a) Bond Details. General Obligation Bonds of the City in the amount of $8,795,000 shall be issued pursuant to the provisions of Sections 384.25, 384.26 and 384.28 of the Code of Iowa for the aforesaid purposes. The Bonds shall be designated "GENERAL OBLIGATION BOND, SERIES 2016A", be dated June 16, 2016, and bear interest from the date thereof, until payment thereof, at the office of the Paying Agent, said interest payable on December 1, 2016, and semiannually thereafter on the 1st day of June and December in each year until maturity at the rates hereinafter provided. The Bonds shall be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the Clerk, and impressed or printed with the seal of the City and shall be fully registered as to both principal and interest as provided in this Resolution; principal, interest and premium, if any, shall be payable at the office of the Paying Agent by mailing of a check to the registered owner of the Bond. The Bonds shall be in the denomination of $5,000 or multiples thereof. The Bonds shall mature and bear interest as follows: SKIN Principal Amount Interest Maturity Rate June 1st $ 240,000 2.000% 2017 $ 875,000 2.000% 2018 $ 895,000 2.000% 2019 $ 910,000 3.000% 2020 $ 930,000 2.000% 2021 $ 950,000 2.000% 2022 $ 965,000 3.000% 2023 $ 985,000 2.000% 2024 $1,010,000 2.000% 2025 $1,035,000 2.000% 2026 b) Redemption. Optional Redemption. Bonds maturing after June 1, 2024, may be called for optional redemption by the Issuer on that 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' written notice of redemption shall be given to the registered owner of the Bond. Failure to give written notice to any registered owner of the Bonds or any defect therein shall not affect the validity of any proceedings for the redemption of the Bonds. All Bonds or portions thereof called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment. Written notice will be deemed completed upon transmission to the owner of record. If selection by lot within a maturity is required, the Registrar shall designate the Bonds to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of Bonds to be called has been reached. If less than all of a maturity is called for redemption, the Issuer will notify DTC of the particular amount of such maturity to be redeemed prior to maturity. DTC will determine by lot the amount of each Participant's interest in such maturity to be redeemed and each Participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. Section 7. Issuance of Bonds in Book -Entry Form; Replacement Bonds. a) Notwithstanding the other provisions of this Resolution regarding registration, ownership, transfer, payment and exchange of the Bonds, unless the Issuer determines to -11- permit the exchange of Depository Bonds for Bonds in Authorized Denominations, the Bonds shall be issued as Depository Bonds in denominations of the entire principal amount of each maturity of Bonds (or, if a portion of said principal amount is prepaid, said principal amount less the prepaid amount). The Bonds must be registered in the name of Cede & Co., as nominee for DTC. Payment of semiannual interest for any Bonds registered in the name of Cede & Co. will be made by wire transfer or New York Clearing House or equivalent next day funds to the account of Cede & Co. on the interest payment date for the Bonds at the address indicated or in the Representation Letter. b) The Bonds will be initially issued in the form of separate single authenticated fully registered bonds in the amount of each stated maturity of the Bonds. Upon initial issuance, the ownership of the Bonds will be registered in the registry books of the U.S. Bank National Association kept by the Paying Agent and Registrar in the name of Cede & Co., as nominee of DTC. The Paying Agent and Registrar and the Issuer may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal or redemption price of or interest on the Bonds, selecting the Bonds or portions to be redeemed, giving any notice permitted or required to be given to registered owners of Bonds under the Resolution of the Issuer, registering the transfer of Bonds, obtaining any consent or other action to be taken by registered owners of the Bonds and for other purposes. The Paying Agent, Registrar and the Issuer have no responsibility or obligation to any Participant or Beneficial Owner of the Bonds under or through DTC with respect to the accuracy of records maintained by DTC or any Participant; with respect to the payment by DTC or Participant of an amount of principal or redemption price of or interest on the Bonds; with respect to any notice given to owners of Bonds under the Resolution; with respect to the Participant(s) selected to receive payment in the event of a partial redemption of the Bonds, or a consent given or other action taken by DTC as registered owner of the Bonds. The Paying Agent and Registrar shall pay all principal of and premium, if any, and interest on the Bonds only to Cede & Co. in accordance with the Representation Letter, and all payments are valid and effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum paid. DTC must receive an authenticated Bond for each separate stated maturity evidencing the obligation of the Issuer to make payments of principal of and premium, if any, and interest. Upon delivery by DTC to the Paying Agent and Registrar of written notice that DTC has determined to substitute a new nominee in place of Cede & Co., the Bonds will be transferable to the new nominee in accordance with this Section. c) In the event the Issuer determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bonds certificates, the Issuer may notify DTC and the Paying Agent and Registrar, whereupon DTC will notify the Participants, of the availability through DTC of Bonds certificates. The Bonds will be transferable in accordance with this Section. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the Issuer and the Paying Agent and Registrar and discharging its responsibilities under applicable law. In this event, the Bonds will be transferable in accordance with this Section. -12- d) Notwithstanding any other provision of the Resolution to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on the Bond and all notices must be made and given, respectively to DTC as provided in the Representation letter. e) In connection with any notice or other communication to be provided to Bondholders by the Issuer or the Paying Agent and Registrar with respect to a consent or other action to be taken by Bondholders, the Issuer or the Paying Agent and Registrar, as the case may be, shall establish a record date for the consent or other action and give DTC notice of the record date not less than 15 calendar days in advance of the record date to the extent possible. Notice to DTC must be given only when DTC is the sole Bondholder. f) The Representation Letter is on file with DTC and sets forth certain matters with respect to, among other things, notices, consents and approvals by Bondholders and payments on the Bonds. The execution and delivery of the Representation Letter to DTC by the Issuer is ratified and confirmed. g) In the event that a transfer or exchange of the Bonds is permitted under this Section, the transfer or exchange may be accomplished upon receipt by the Registrar from the registered owners of the Bonds to be transferred or exchanged and appropriate instruments of transfer. In the event Bond certificates are issued to holders other than Cede & Co., its successor as nominee for DTC as holder of all the Bonds, or other securities depository as holder of all the Bonds, the provisions of the Resolution apply to, among other things, the printing of certificates and the method or payment of principal of and interest on the certificates. 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 'blearing agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended. The substitute depository shall provide for (i) immobilization of the Depository Bonds, (ii) registration and transfer of interests in Depository Bonds by book entries made on records of the depository or its nominee and (iii) payment of principal of, premium, if any, and interest on the Bonds in accordance with and as such interests may appear with respect to such book entries. h) The officers of the Issuer are authorized and directed to prepare and furnish to the purchaser, and to the attorneys approving the legality of Bonds, certified copies of proceedings, ordinances, resolutions and records and all certificates and affidavits and other instruments as may be required to evidence the legality and marketability of the Bonds, and all certified copies, certificates, affidavits and other instruments constitute representations of the Issuer as to the correctness of all stated or recited facts. Section 8. Registration of Bonds; Appointment of Registrar; Transfer Ownership; Delivery; and Cancellation. a) Registration. The ownership of Bonds may be transferred only by the making of an entry upon the books kept for the registration and transfer of ownership of the -13- Bonds, and in no other way. U.S. Bank National Association is hereby appointed as Bond Registrar under the terms of this Resolution and under the provisions of a separate agreement with the Issuer filed herewith which is made a part hereof by this reference. Registrar shall maintain the books of the Issuer for the registration of ownership of the Bonds for the payment of principal of and interest on the Bonds as provided in this Resolution. All Bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.31 of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bonds and in this Resolution. b) Transfer. The ownership of any Bond may be transferred only upon the Registration Books kept for the registration and transfer of Bonds and only upon surrender thereof at the office of the Registrar together with an assignment duly executed by the holder or his duly authorized attorney in fact in such form as shall be satisfactory to the Registrar, along with the address and social security number or federal employer identification number of such transferee (or, if registration is to be made in the name of multiple individuals, of all such transferees). In the event that the address of the registered owner of a Bond (other than a registered owner which is the nominee of the broker or dealer in question) is that of a broker or dealer, there must be disclosed on the Registration Books the information pertaining to the registered owner required above. Upon the transfer of any such Bond, a new fully registered Bond, of any denomination or denominations permitted by this Resolution in aggregate principal amount equal to the unmatured and unredeemed principal amount of such transferred fully registered Bond, and bearing interest at the same rate and maturing on the same date or dates shall be delivered by the Registrar. c) Registration of Transferred Bonds. In all cases of the transfer of the Bonds, the Registrar shall register, at the earliest practicable time, on the Registration Books, the Bonds, in accordance with the provisions of this Resolution. d) Ownership. As to any Bond, the person in whose name the ownership of the same shall be registered on the Registration Books of the Registrar shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Bonds and the premium, if any, and interest thereon shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid. e) Cancellation. All Bonds which have been redeemed shall not be reissued but shall be cancelled by the Registrar. All Bonds which are cancelled by the Registrar shall be destroyed and a certificate of the destruction thereof shall be furnished promptly to the Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the cancelled Bonds to the Issuer. f) Non -Presentment of Bonds. In the event any payment check representing payment of principal of or interest on the Bonds is returned to the Paying Agent or if any bond is not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such principal of or interest on Bonds shall have been made available to -14- the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Bonds shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the owner of such Bonds who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Resolution or on, or with respect to, such interest or Bonds. The Paying Agent's obligation to hold such funds shall continue for a period equal to two years and six months following the date on which such interest or principal became due, whether at maturity, or at the date fixed for redemption thereof, or otherwise, at which time the Paying Agent, shall surrender any remaining funds so held to the Issuer, whereupon any claim under this Resolution by the Owners of such interest or Bonds of whatever nature shall be made upon the Issuer. g) Registration and Transfer Fees. The Registrar may furnish to each owner, at the Issuer's expense, one bond for each annual maturity. The Registrar shall furnish additional Bonds in lesser denominations (but not less than the minimum denomination) to an owner who so requests. Section 9. Reissuance of Mutilated. Destroyed, Stolen or Lost Bonds. In case any outstanding Bond shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the request of Registrar authenticate and deliver a new Bond of like tenor and amount as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond to Registrar, upon surrender of such mutilated Bond, or in lieu of and substitution for the Bond destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and Issuer that such Bond has been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Registrar and Issuer with satisfactory indemnity and complying with such other reasonable regulations as the Issuer or its agent may prescribe and paying such expenses as the Issuer may incur in connection therewith. Section 10. Record Date. Payments of principal and interest, otherwise than upon full redemption, made in respect of any Bond, shall be made to the registered holder thereof or to their designated agent as the same appear on the books of the Registrar on the 15th day of the month preceding the payment date. All such payments shall fully discharge the obligations of the Issuer in respect of such Bonds to the extent of the payments so made. Payment of principal shall only be made upon surrender of the Bond to the Paying Agent. Section 11. Execution, Authentication and Delivery of the Bonds. Upon the adoption of this Resolution, the Mayor and Clerk shall execute and deliver the Bonds to the Registrar, who shall authenticate the Bonds and deliver the same to or upon order of the Purchaser. No Bond shall be valid or obligatory for any purpose or shall be entitled to any right or benefit hereunder unless the Registrar shall duly endorse and execute on such Bond a Certificate of Authentication substantially in the form of the Certificate herein set forth. Such Certificate upon any Bond executed on behalf of the Issuer shall be conclusive evidence that the Bond so authenticated has been duly issued under this Resolution and that the holder thereof is entitled to the benefits of this Resolution. -15- No Bonds shall be authenticated and delivered by the Registrar unless and until there shall have been provided the following: A certified copy of the Resolution of Issuer authorizing the issuance of the Bonds; 2. A written order of Issuer signed by the Finance Director of the Issuer directing the authentication and delivery of the Bonds to or upon the order of the Purchaser upon payment of the purchase price as set forth therein; 3. The approving opinion of Alders & Cooney, P.C., Bond Counsel, concerning the validity and legality of all the Bonds proposed to be issued. Section 12. 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 bondholder. Section 13. Form of Bond. Bonds shall be printed substantially in the form as follows: "STATE OF IOWA" "COUNTY OF JOHNSON" "CITY OF IOWA CITY" "GENERAL OBLIGATION BOND" "SERIES 2016A" CORPORATE PURPOSE Rate: Maturity: Bond Date: June 16, 2016 CUSIP No.: "Registered" Certificate No. Principal Amount: $ 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 (Registration panel to be completed by Registrar or Printer with name of Registered Owner). or registered assigns, the principal sum of (enter principal amount in long form) 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 U.S. Bank National Association, St. Paul, Minnesota, Paying Agent of this issue, or its successor, with interest on the sum from the -16- date hereof until paid at the rate per annum specified above, payable on December 1, 2016, and semiannually thereafter on the 1 st day of June and December in each year. Interest and principal shall be paid to the registered holder of the Bond as shown on the records of ownership maintained by the Registrar as of the 15th day of the month preceding such interest payment date. Interest shall be computed on the basis of a 360 -day year of twelve 30 - day months. This Bond is issued pursuant to the provisions of Sections 384.25, 384.26 and 384.28 of the Code of Iowa, for the purpose of paying costs of: a) acquisition, construction, reconstruction, enlargement, improvement, and repair of bridges, culverts, retaining walls, viaducts, underpasses, grade crossing separations, and approaches thereto; b) opening, widening, extending, grading, and draining of the right-of- way of streets, highways, avenues, alleys and public grounds; the construction, reconstruction, and repairing of any street improvements; the acquisition, installation, and repair of sidewalks, storm sewers, sanitary sewers, water service lines, street lighting, and traffic control devices; and the acquisition of any real estate needed for any of the foregoing purposes; c) rehabilitation and improvement of parks already owned, including the removal, replacement and planting of trees in the parks, and facilities, equipment, and improvements commonly found in city parks; d) acquisition, construction, reconstruction, and improvement of all waterways, and real and personal property, useful for the protection or reclamation of property situated within the corporate limits of cities from floods or high waters, and for the protection of property in cities from the effects of flood waters, including the deepening, widening, alteration, change, diversion, or other improvement of watercourses, within or without the city limits, the construction of levees, embankments, structures, impounding reservoirs, or conduits, and the establishment, improvement, and widening of streets, avenues, boulevards, and alleys across and adjacent to the project, as well as the development and beautification of the banks and other areas adjacent to flood control improvements; and e) remediation, restoration, repair, cleanup, replacement, and improvement of property, buildings, equipment, and public facilities that have been damaged by a disaster as defined in section 29C.2 and that are located in an area that the governor has proclaimed a disaster emergency or the president of the United States has declared a major disaster. Bonds issued pursuant to section 384.25 for the purposes specified in this paragraph shall be issued not later than ten years after the governor has -17- proclaimed a disaster emergency or the president of the United States has declared a major disaster, whichever is later; 0 aiding in the planning, undertaking, and carrying out of urban renewal projects under the authority of chapter 403, including improvements to the Riverfront Crossings District of the City -University Urban Renewal Area; and g) acquisition, construction, reconstruction, enlargement, improvement, and equipping of recreation grounds, including trails, recreation buildings, juvenile playgrounds, swimming pools, recreation centers, and parks and the acquisition of any real estate therefor, and acquisition, construction, reconstruction, enlargement, improvement, and equipping of city hall, in conformity to a Resolution of the Council of said 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. Bonds maturing after June 1, 2024, may be called for optional 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' written notice of redemption shall be given to the registered owner of the Bond. Failure to give written notice to any registered owner of the Bonds or any defect therein shall not affect the validity of any proceedings for the redemption of the Bonds. All bonds or portions thereof called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment. Written notice will be deemed completed upon transmission to the owner of record. If selection by lot within a maturity is required, the Registrar shall designate the Bonds to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of Bonds to be called has been reached. If less than all of a maturity is called for redemption, the Issuer will notify DTC of the particular amount of such maturity to be redeemed prior to maturity. DTC will determine by lot the amount of each Participant's interest in such maturity to be redeemed and each Participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. Ownership of this Bond may be transferred only by transfer upon the books kept for such purpose by U.S. Bank National Association, St. Paul, Minnesota, the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Bond at the office of the Registrar as designated below, together with an assignment duly executed by the owner hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however, promptly give notice to registered Bondholders of such change. All bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.31 of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bond Resolution. And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to be performed precedent to the lawful issue of this Bond, have been existent, had, done and performed as required by law; that provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the territory of the Issuer for the payment of the principal and interest of this Bond as the same will respectively become due; that such taxes have been irrevocably pledged for the prompt payment hereof, both principal and interest; and the total indebtedness of the Issuer including this Bond, does not exceed the constitutional or statutory limitations. IN TESTIMONY WHEREOF, the Issuer by its Council, has caused this Bond to be signed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk, with the seal of the City printed or impressed hereon, and to be authenticated by the manual signature of an authorized representative of the Registrar, U.S. Bank National Association, St. Paul, Minnesota. Date of authentication: This is one of the Bonds described in the within mentioned Resolution, as registered by U.S. Bank National Association U.S. Bank National Association, Registrar St. Paul, Minnesota By: Authorized Signature Registrar and Transfer Agent: U.S. Bank National Association Paying Agent: U.S. Bank National Association SEE REVERSE FOR CERTAIN DEFINITIONS (Seal) (Signature Block) CITY OF IOWA CITY, STATE OF IOWA -19- By: (manual or facsimile signature) Mayor ATTEST: By: (manual or facsimile signature) City Clerk (Information Required for Registration) ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. ) within Bond and does hereby irrevocably constitute and appoint attorney in fact to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: (Person(s) executing this Assignment sign(s) here) SIGNATURE) GUARANTEED) IMPORTANT -READ CAREFULLY the The signature(s) to this Power must correspond with the name(s) as written upon the face of the certificate(s) or bond(s) in every particular without alteration or enlargement or any change whatever. Signature guarantee must be provided in accordance with the prevailing standards and procedures of the Registrar and Transfer Agent. Such standards and procedures may require signature to be guaranteed by certain eligible guarantor institutions that participate in a recognized signature guarantee program. -20- INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER Name of Transferee(s) Address of Transferee(s) Social Security or Tax Identification Number of Transferee(s) Transferee is a(n): Individual* Partnership Corporation Trust *If the Bond is to be registered in the names of multiple individual owners, the names of all such owners and one address and social security number must be provided. The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though written out in 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 ALSO BE USED THOUGH NOT IN THE ABOVE LIST (End of form of Bond) Section 14. Closing Documents. The Mayor and City Clerk are authorized and directed to execute, attest, seal and deliver for and on behalf of the City any other additional certificates, documents, or other papers and perform all other acts, including without limitation the execution of all closing documents, as they may deem necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution. Section 15. Contract Between Issuer and Purchaser. This Resolution constitutes a contract between said City and the purchaser of the Bonds. 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 Bonds issued hereunder which will cause any of the Bonds to be classified as arbitrage bonds 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 Bonds it will comply with the requirements of statutes and regulations issued thereunder. -21- To the best knowledge and belief of the Issuer, there are no facts or circumstances that would materially change the foregoing statements or the conclusion that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be arbitrage bonds. Section 17. Approval of Tax Exemption Certificate. Attached hereto is a form of Tax Exemption Certificate stating the Issuer's reasonable expectations as to the use of the proceeds of the Bonds. The form of Tax Exemption Certificate is approved. 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 Finance Director is hereby directed to make and insert all calculations and determinations necessary to complete the Tax Exemption Certificate at issuance of the Bonds to certify as to the reasonable expectations and covenants of the Issuer at that date. Section 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 Bonds or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Issuer to comply with its obligations under the Continuing Disclosure Certificate. For purposes of this section, "Beneficial Owner" means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bond (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. Section 19. Additional Covenants. Representations and Warranties of the Issuer. The Issuer certifies and covenants with the purchasers and holders of the Bonds from time to time outstanding that the Issuer through its officers, (a) will make such further specific covenants, representations and assurances as may be necessary or advisable; (b) comply with all representations, covenants and assurances contained in the Tax Exemption Certificate, which Tax Exemption Certificate shall constitute a part of the contract between the Issuer and the owners of the Bonds;(c) consult with Bond Counsel (as defined in the Tax Exemption Certificate); (d) pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Bonds;(e) file such forms, statements and supporting documents as may be required and in a timely manner; and (f) if deemed necessary or advisable by its officers, to employ and pay fiscal agents, 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 Bonds if, in the opinion of Bond Counsel, such amendment is necessary to maintain tax exemption with respect to the Bonds under applicable Federal law or regulations. -22- Section 21. Repeal of Conflicting Resolutions or Ordinances. All ordinances and resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed. Section 22. 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. PASSED AND APPROVED this 17th day of May, 2016. ATTEST: GiiuPf ick 15 . LC L/ City Clerk M or -23- 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 $8,795,000 General Obligation Bonds, Series 2016A (the "Bonds") dated June 16, 2016. The Bonds are being issued pursuant to a Resolution of the Issuer approved on May 17, 2016 (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 Bonds 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 Financial Information" shall mean financial information or operating data of the type included in the final Official Statement, provided at least annually 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 Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "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 Bonds, 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, 1300 I Street NW, Suite 1000, Washington, DC 20005. "National Repository" shall mean the MSRB's Electronic Municipal Market Access website, a/k/a "EMMA" (emma.msrb.org). "Official Statement" shall mean the Issuer's Official Statement for the Bonds, dated , 2016. "Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "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 Financial Information 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 information for the 2015/2016 fiscal year, provide to the National Repository an Annual Financial Information filing consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Financial Information filing must be submitted in such format as is required by the MSRB (currently in "searchable PDF" format). The Annual Financial Information filing may be submitted as a single document or as separate documents comprising a package. The Annual Financial Information filing 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 Financial Information filing and later than the date required above for the filing of the Annual Financial Information 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 the Annual Financial Information 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 Exhibit A. c) The Dissemination Agent shall: i. each year file Annual Financial Information 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 Financial Information has been filed pursuant to this Disclosure Certificate, stating the date it was filed. Section 4. Content of Annual Financial Information. The Issuer's Annual Financial Information filing 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 Annual Financial Information is required to be filed pursuant to Section 3(a), the Annual Financial Information filing shall contain unaudited financial statements of the type included in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Financial Information when they become available. b) A table, schedule or other information prepared as of the end of the preceding fiscal year, of the type contained in the final Official Statement under the captions "Property Valuations", "Trend of Valuations", "Larger Taxpayers", "Debt Limit", "Direct Debt", "Tax Rates" and "Levies and Collections". Any or all of the items listed above maybe 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, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds in a timely manner not later than 10 Business Days after the day of the occurrence of the event: i. Principal and interest payment delinquencies; ii. Non-payment related defaults, if material; iii. Unscheduled draws on debt service reserves reflecting financial difficulties; iv. Unscheduled draws on credit enhancements relating to the Bonds reflecting financial difficulties; v. Substitution of credit or liquidity providers, or their failure to perform; vi. 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 Bonds, or material events affecting the tax-exempt status of the Bonds; vii. Modifications to rights of Holders of the Bonds, if material; viii. Bond calls (excluding sinking fund mandatory redemptions), if material, and tender offers; ix. Defeasances of the Bonds; x. Release, substitution, or sale of property securing repayment of the Bonds, if material; xi. Rating changes on the Bonds; xii. Bankruptcy, insolvency, receivership or similar event of the Issuer; xiii. 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 xiv. 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 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 Bonds 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. 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 Bonds, 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 Bonds, 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 Bonds 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 Bonds. 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 Financial Information filing, 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. 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 Financial Information filing 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 Financial Information filing 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 Financial Information filing 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 Bonds may take such actions as may be necessary and appropriate, including seeking mandate or 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 defends , against any claim of liability, but excluding liabilities due to the Dissemination Agent's ne ligcnce or willful misconduct. The obligations of the issuer under this Section shall s wive resignation or removal of the Disseminat n Agent and payment of the Bonds. Section 12. neficiaries. This Disclosure Certificate s all inure solely to the benefit of the Issuer, the Dissem cation Agent, the Participating Unde ters and Holders and Beneficial Owners frmn time to tide of the Bonds, and shall create no ghts in any other person or entity. Date: 1-7 day of n J , 20 ATTEST: City IOWA CITY, STATE OF IOWA M yor 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 Bonds. 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 Bonds, and shall create no rights in any other person or entity. Date: 16th day of Tune , 2016. CITY OF IOWA CITY, STATE OF IOWA By: Mayor ATTEST: By h 7C ytlZc ✓ City clerk EXHIBIT A NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL FINANCIAL INFORMATION Name of Issuer: City of Iowa City, Iowa. Name of Bond Issue: $8,795,000 General Obligation Bonds, Series 2016A Dated Date of Issue: June 16, 2016 NOTICE IS HEREBY GIVEN that the Issuer has not provided Annual Financial Information with respect to the above-named Bonds as required by Section 3 of the Continuing Disclosure Certificate delivered by the Issuer in connection with the Bonds. The Issuer anticipates that the Annual Financial Information will be filed by Dated: day of 20 CITY OF IOWA CITY, STATE OF IOWA By: Its: 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 records of the City showing proceedings of the 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 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 fin Cher 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 Council hereto affixed this 17th day of May 2016. k. 9L� City Clerk, City of Iowa City, State of Iowa (SEAL) 01237715-1\10714-121 12 Council Member introduced the following Resolution entitled "RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $ GENERAL OBLIGATION BONDS, SERIES 2016A, AND LEVYING A TAX TO PAY SAID BONDS; APPROVAL OF THE TAX EXEMPTION CERTIFICATE AND CONTINUING DISCLOSURE CERTIFICATE" and moved that it be adopted. Council Member seconded the motion to adopt, and the roll being called thereon, the vote wasras-fbllows: AYES: NAYS: Whereupon, the Mayor RESOLUTION AUTI ISSUANCE OF $_ BONDS, SERIES 201 SAID BONDS; APPR CERTIFICATE AND CERTIFICATE WHEREAS, the Issuer is the laws and Constitution of the), WHEREAS, the IssuXr is in need duly adopted as follows: �G AND PROVIDING FOR THE GENERAL OBLIGATION ID LEVYING A TAX TO PAY OF THE TAX EXEMPTION [NUING DISCLOSURE organized and exists under and by virtue of and to pay costs o£ a) acquisitio , construction, rec'struc and repair o ridges, culverts, retaning grade cros ng separations, and app oacl b/ostreets, g, widening, extending, di whighways, avenues, all y cn, reconstruction, and repai 'i a, installation, and repair of sis,ter service lines, street lightin the acquisition of any real estate needed tion, enlargement, improvement, walls, viaducts, underpasses, ies thereto; g, and draining of the right -of - and public grounds; the of any street improvements; the ,walks, storm sewers, sanitary and traffic control devices; and 3� any of the foregoing purposes; c) rehabilitation and improvement of parks already owned, including the removal, replacement and planting of trees in the parks, and facilities, equipment, and improvements commonly found in city parks; d) acquisition, construction, reconstruction, and improvement of all waterways, and real and personal property, useful for the protection or reclamation of property situated within -the corporate limits of cities from floods or high waters, and effects of flood waters, i c change, diversion, or of r without the city limits, th structures, impounding re improvement, and wideni across and adjacent to the 1 beautification of the banks improvements; fer1he protection of property, in cities from the luding the deepening, widen4est nalteration, improvement of watercoursithin or construction of levees, embents, -rvoirs, or conduits, and thelishment, of streets, avenues, boulevar s, and alleys > oject, as well as the developrhent and d other areas adjacent to flood control e) remediation, restoration, re air, cleanup, re) improvement of property, build gs, equipment, have been damaged by a disaste as defined in s located in an area that the govern r has proclain or the president of the United Stat s has declare issued pursuant to section 384.25 r the purp�s paragraph shall be issued not later t an ten year! proclaimed a disaster emergency or a presider declared a major disaster, whichever .s later, acetnent, and public facilities that Idon 29C.2 and that are M a disaster emergency a major disaster. Bonds s specified in this after the governor has of the United States has essential corporate purposes, and it is deemed necbssary and advisable that General Obligation Bonds, to the amount of not to exceed $9,000,000` e authorized for said purposes; and WHEREAS, pursuant to notice published as equired by Section 384.25 of the Code of Iowa, this Council has held a public meeting and he 'ng upon the proposal to institute proceedings for the issuance of the Bonds, and the Co ncil is therefore now authorized to proceed with the issuance of said Bonds for�such purpU es; and i WHEREAS, the Issuer is also in}ieed of funds to ay costs of aiding in the planning, undertaking, and carrying out of urban renewal projects u der the authority of chapter 403, including improvements to the Riverf�ont Crossings Distri of the City -University Urban Renewal Area, essential corporate purpose projects, and it i deemed necessary and advisable that the City issue General Obligation Bonds, for such purpos s to the amount of not to exceed $200,000 as authorized by Sections 384.25 and 403.12 of the de of Iowa; and WHEREAS, pursuant to/fiotice published as required by Sbctions 384.25 and 403.12 this Council has held a public meet'hg and hearing upon the proposal to institute proceedings for the issuance of said Bonds, and aLyZjections, if any, to such Council action made by any resident or property owner of the City w re received and considered by the Council; and no petition having been filed, it is the decision of the Council that additional action be taken for the issuance of said Bonds for such purposes, and that such action is considered to be in the best interests of the City and the residents thereof; and -5- WHEREAS, the Issuer is also in need of funds to pay costs of acquisition, construction, reconstruction, enlargement, improvement, and equipping of recreation grounds, including trails, recreation buildings, juvenile playgrounds imming pools, recreation centers, and parks and the acquisition of any real estate therefo , and acquisition, construction, reconstruction, enlargement, improvement, and equi deemed necessary and advisable that $500,000 be authorized for said purp WHEREAS, the Issuer has a per and the Bonds for these purposes do not of city hall, general corporate purposes, and it is ;ral Obligation Bonds, to th� amount of not to exceed WHEREAS, pursuant to notice publishl Iowa, the Council of the City has held public rr proceedings for the issuance of Bonds for gene forth, and, no petition for referendum having b authorized to proceed with the issuance of said of more than 5,000 Il`ut not more than 75,000, $700,00(; as required by Stiction 384.26 of the Code of ting and heari94 upon the proposal to institute corporate pu oses in the amounts as above set received, t�Council is therefore now )Vds for such purposes; and WHEREAS, pursuant to Section 384.28 of t determined that the various general obligation Bon( be combined for the purpose of issuance in a single Obligation Bonds, Series 2016A as hereinafter set f of Iowa, it is hereby found and .zed as hereinabove described shall of $ and General WHEREAS, pursuant to the provisions of Cha ter 75 of the Code of Iowa, the above mentioned Bonds were heretofore sold at public ale action should now be taken to issue said Bonds conforming to the terms and condi 'ons of t e best bid received at the advertised public sale. NOW, THEREFORE, BE IT RESP, LVED BY T E CITY COUNCIL OF THE CITY OF IOWA CITY, STATE OF IOWA: / Section 1. Definitions. The Resolution unless the text expressly thereof. I wing terms shall by necessary impl shall • "Benefi al Owner" shall mean, when person in whose nam such Bond is recorded as the t Participant on the re ords of such Participant or such the following meanings in this n requires otherwise: $5,000 or any integral multiple • "Blanket Issuer Letter of Representations" Letter from the Issuer to DTC, with respect to the Bonds. used with respect to a Bond, the ficial owner of such Bond by a on's subrogee. "Bond Fund" shall mean the fund created in "Bonds" shall mean $ 2016A, authorized to be issued by this Resolution. M mean the Representation 3 of this Resolution. General Obligation Bonds, Series • "Cede & Co." shalIzarfCede & Co., the nomipee of DTC, and any successor nominee of DTC withrespect to the Bonds. 1 • "Continuing Pisclosure Certificate" shall mean t at certain Continuing Disclosure Certificate appr ved under the terms of this Resolu on and to be executed by the Issuer and dated the da of issuance and delivery of the B nds, as originally executed and as it may be amended om time to time in accordance wf h the terms thereof. • ueposimr global certificate for each the Registrar in the name • "DTC" shall i New York, which will act as Representation Letter. • "Issuer" and " shall mean the Bonds s issued in the form of one y, registered in the Regi ration Books maintained by or its nominee. The Depository Tom�}} t Company, New York, rity depository for/the Bond pursuant to the shall mean t46 City of Iowa City, State of Iowa. • "Participants" shall ean those broker-dealers, banks and other financial institutions for which DTC holds B ridsas ecurities depository. • "Paying Agent" shaln/U.S. Bank National Association, or such successor as may be approved by Ias provided herein and who shall carry out the duties prescribed herein as Issuer's to provide for the payment of principal of and interest on the Bonds as the same secome due. "Project" shall a) acquisition, construction', reconstrdction, enlargement, improvement, and repair of bridges, culverts, retainin walls, viaducts, underpasses, grade crossing separationV,and approach s thereto; b) opening, widening, extending, gradin and draining of the right-of- way of streets, hi s, avenues, alleys an public grounds; the construction, reconst ction, and repairing o any street improvements; the acquisition, installtie , and repair of sidewal ,storm sewers, sanitary sewers, water servines, street lighting, and pffic control devices; and the acquisition ofeal estate needed for any Jf the foregoing purposes; c) rehabilitation and improvement of parks already owned, including the removal, replacement and planting of trees in the parks, and facilities, equipment, and improvements commonly found in city parks; d) acquisition, construction, reconstruction, and improvement of all waterways, and real and personal property, useful for the protection or -7- reclamation of property situated within the corporate limits of cities from floods or high waters, and for the protection of property in cities from the effects of flood waters, including the deepening, widening, alteration, change, diversion, or other improvement of watercourses, within or without the city limits, the construction of levees, embankments, structures, impounding -reservoirs, or conduits, and the establishment, improvement, and idening of streets, avenues, boulevards, and across and adjacen to the project, as well as the development an beautification of thbanks and other areas adjacent to flood cool improvements; e) remediation, resto ation, repair, cleanup, replacement, agd improvement of prope y, buildings, equipment, and publiFsticr facilities that have been damaged by disaster as defined in section 2and that are located in an area that th governor has proclaimed a di emergency or the president of the Un ted States has declared a m or disaster. Bonds issued pursuant to section 84.25 for the purposes s 6 ified in this paragraph shall be issued n t later than ten years er the governor has proclaimed a disaster emer ncy or the preside of the United States has declared a major disaster, w 'chever is later; f) aiding in the planning, un( projects under the authority c Riverfiont Crossings District and out of urban renewal 6, including improvements to the University Urban Renewal Area; g) acquisition, construction, reco struction, enlargement, improvement, and equipping of recreation gro s, including trails, recreation buildings, juvenile playgrounds, swi g p ols, recreation centers, and parks and the acquisition of any real c ate the efor, and acquisition, construction, reconstruction, enlargeme t, improv ent, and equipping of city hall. • "Project F - d" shall mean a fund required to be established by this Resolution for the depos' of the proceeds 6f the Bonds. • "Reba)i Fund" shall mean the nd so defined in and established pursuant to the Tax Exemvti n Certificate. • egistrar" shall mean U.S. Bank National Association of St. Paul, Minnesota, ouch successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein with respect to maintaining a register of the owners of the Bonds. Unless otherwise specified, the Registrar shall also act as Transfer Agent for the Bonds. "Resolution" shall mean this resolution authorizing the Bonds. M • "Tax Exemption Certificate" shall mean the'Tax Exemption Certificate approved under the terms of this Resolution and to be executed by the Finance Director and delivered at the time of issuance and delivery of the Bonds. • "Treasurer" shall mean the Finance Director or suchthey officer as shall succeed to the same dutiels and responsibilities with respect to the re�ording and payment of the Bonds issued hereunder. Section 2. a) Levy of Annual x. That for the purpose of providin funds to pay the principal and interest of the onds hereinafter authorized to be ' sued, there is hereby levied for each future year th following direct annual tax on of the taxable property in Iowa City, Iowa, to -wit: (NOTE: For example the levy to - e made and January 1, 2017 will be collecte during the fi b) Resolution to' Resolution shall be filed hereby instructed in and hereby authorized in Se and assessed, and such h the Auditor of John. each of the years as p 12 of this Resolution, ; so levied in and for ( in like manner as othef taxes of the City are col: purpose of paying principal and interest on said and for no other purpose whatsoever. ified against the taxable valuations of year commencing July 1, 2018.) r. A certified copy of this County, Iowa and the Auditor is ded, to levy and assess the tax ike manner as other taxes are levied of the years aforesaid be collected and when collected be used for the in anticipation of the tax, c) Additional City Funds Available. Principal and interest coming due at any time 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 aval able for that purpose and reimbursement shall be made from such special fund in the ounts thus advanced. M FISCAL YEAR (JUL 1 TO JUNE 30) AMOUNT YEAR OF CO LECTION $ 2016/2017 (cash on hV2025/2026 $ 2017/2018 $ 2018/2019 $ 2019/2020 $ 2020/2021 $ 2021/2022 $ 2022/2023 $ 2023/2024 $ 2024/2025 $ (NOTE: For example the levy to - e made and January 1, 2017 will be collecte during the fi b) Resolution to' Resolution shall be filed hereby instructed in and hereby authorized in Se and assessed, and such h the Auditor of John. each of the years as p 12 of this Resolution, ; so levied in and for ( in like manner as othef taxes of the City are col: purpose of paying principal and interest on said and for no other purpose whatsoever. ified against the taxable valuations of year commencing July 1, 2018.) r. A certified copy of this County, Iowa and the Auditor is ded, to levy and assess the tax ike manner as other taxes are levied of the years aforesaid be collected and when collected be used for the in anticipation of the tax, c) Additional City Funds Available. Principal and interest coming due at any time 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 aval able for that purpose and reimbursement shall be made from such special fund in the ounts thus advanced. M Section 3. Bond 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 "GENERAL OBLIGATION BOND FUND NO. 1" (the "Bond Fund"), which is hereby pledged for and shall be used only for -the -payment of the principal of and interest on the Bonds hereinafter authorized to be issue , and also there shall be apportioned to said fund its proportion of taxes received by the City fr m property that is centrally assessed by the State of Iowa. Section 4. Application of Bond Proceeds. Proceeds of the interest except as may be provid d below, shall be credited to the therefrom for the purposes of is ante. Any amounts on hand in i available for the payment of the p ' cipal of or interest on the Bot shall be insufficient to the purpose, 'n which event such funds sh at the earliest opportunity. Any baI cc on hand in the Project u required for its purposes may be inve ted not inconsistent wit in this Resolution. Section 5. Investment of Bond F ndProceed provided for by Section 3 of this Resoluti n shall be Chapter 12B, Code of Iowa, 2015, as ame de members of the Federal Deposit Insurance c thereby and all such deposits exceeding the FDIC or its equivalent successor in any one compliance with Chapter 12C of the Code of pledge of direct obligations of the United Sta All such interim investments shall mature bel payment of principal of or interest on the Bo) Section 6. or Poonds, other than accrued oject Fund and expended Project Fund shall be s at any time that other funds be repaid to the Project Fund I and not immediately :ations provided by law or Aloneys held in the Bond Fund, vted in investments permitted by 1 ited in financial institutions which are ratiofi and the deposits in which are insured ni i amount insured from time to time by a] institution institution shall be continuously secured in a, 2015, as amended, or otherwise by a valid iovernment having an equivalent market value. the date on which the moneys are required for is herein provided. a) Bond Details. Gener Obligation $ shall be ' sued pursuant l and 384.28 of the Code of Io a for the afores designated "GENERAL O IGATION BONI 2016, and bear interest fro the date thereof, u Paying Agent, said intere/it payable on Deceml the 1 st day of June and ecember in each year provided. nds of the City in the amount of the provisions of Sections 384.25, 384.26 1 purposes. The Bonds shall be , SERIES 2016A", be dated June 16, il payment thereof, at the office of the /1\1, 2016, and semiannually thereafter on ai 1 maturity at the rates hereinafter The Bonds shall be executed by the manual or\csimile signature of the Mayor and attested by the manual or facsimile signature of the Clerk, and impressed or printed with the seal of the City and shall be fully registered as to both principal and interest as provided in this Resolution; principal, interest and premium, if any, shall be payable at the office of the Paying Agent by mailing of a check to the registered owner of the Bond. The Bonds shall be in the denomination of $5,000 or multiples thereof. The Bonds shall mature and bear interest as follows: -10- Principal Amount b) Redemption. Interest Rate Maturity June Ist % 2017 % 2018 % 2019 % 2020 % 2021 % 2022 % 202 % 20 4 % 25 2026 for optional redemption\1 funds regardless of sour maturity and within an al par, plus accrued interest Ln. Bonds maturing & June 1, 2024, may be called the Issuer on that da)6 or any date thereafter, from any in whole or from f)' a to time in part, in any order of .gal maturity by I The terms of redemption shall be date of call. I Thirty days' written o owner of the Bond. Failure Bonds or any defect therein s redemption of the Bonds. All will cease to bear interest after their redemption are on deposj- deemed completed upon trace If selection by ] designate the Bonds to registered owners of be called has been redc If less DTC of the p DTC will det maturity to bE ownership i a price of 1& Section 7. tice of r demption shall be given to the registered give tten notice to any registered owner of the aln, t affect the validity of any proceedings for the Vds or portions thereof called for redemption e specified redemption date, provided funds for t the place of payment. Written notice will be mi Sion to the owner of record. t cthin a lVaturity is required, the Registrar shall redeeme by random selection of the names of the entire annuAj maturity until the total amount of Bonds to tha all of a maturity is c lled for redemption, the Issuer will notify irti lar amount of such m turity to be redeemed prior to maturity. ine by lot the amount of ach Participant's interest in such edeemed and each Participtwill then select by lot the beneficial crests in such maturity to be redeemed. All prepayments shall be at plus accrued interest. a) Notwithstanding the other provisions of this Resolution regarding registration, ownership, transfer, payment and exchange of the Bonds, unless the Issuer determines to permit the exchange of Depository Bonds for Bonds in Authorized Denominations, the -11- Bonds shall be issued as Depository Bonds in denominations of the entire principal amount of each maturity of Bonds (or, if a portion of said principal amount is prepaid, said principal amount less the prepaid amount). The Bonds must be registered in the name of Cede & Co., as nominee for DTC. Payment of semiannual interest for any Bonds registered in the name of Cede & Co. will be made by wire transfer or New York Clearing House or equivalent 17 day funds to the account of Cede & Co. on the interest payment date for the Bonds at t address indicated or in the Representation Letter. b) The Bonds will be init� fully registered bonds in the amo issuance, the ownership of the Bc Bank National Association kept I & Co., as nominee of DTC. The DTC (or its nominee) as the sole ly issued in the form of separate ingle authenticated t of each stated maturity of thePonds. Upon initial is will be registered in the re stry books of the U.S. the Paying Agent and Regi rar in the name of Cede lying Agent and Registra and the Issuer may treat d exclusive owner of t Bonds registered in its name for the purposes of payment of the ri Bonds, selecting the Bonds or poi r required to be given to registered o r registering the transfer of Bonds, ob registered owners of the Bonds and the Issuer have no responsibility or o the Bonds under or through DTC witl DTC or any Participant; with respect of principal or redemption price of or given to owners of Bonds under the F to receive payment in the event of a p or other action taken by DTC as re Registrar shall pay all principal of ni Cede & Co. in accordance with t e R effective to fully satisfy and di hargi principal of and premium, if y, and cipal or redempti price of or interest on the to be redeemed giving any notice permitted or rs of Bonds re/ der the Resolution of the Issuer, ling any co ent or other action to be taken by other pu oses. The Paying Agent, Registrar and igation any Participant or Beneficial Owner of DTC must receive an authe rcated Bond obligation of the Issuer to ake payments interest. Upon delivery b DTC to the Pa DTC has determined to bstitute a new n be transferable to the n w nominee in aca rec to the accuracy of records maintained by /Payment by DTC or Participant of an amount est on the Bonds; with respect to any notice rtion; with respect to the Participant(s) selected redemption of the Bonds, or a consent given owner of the Bonds. The Paying Agent and nium, if any, and interest on the Bonds only to entation Letter, and all payments are valid and Issuer's obligations with respect to the est on the Bonds to the extent of the sum paid. .'or each separate stated maturity evidencing the f principal of and premium, if any, and 'ng Agent and Registrar of written notice that mee in place of Cede & Co., the Bonds will orklance with this Section. c) In the eve the Issuer determines Owners that they b able to obtain Bonds ce Paying Agent and egistrar, whereupon DTC availability thro _DTC of Bonds certificate; accordance with this Section. DTC may deter with respect to the Bonds at any time by givin and Registrar and discharging its responsibilit Bonds will be transferable in accordance with it is in the best interest of the Beneficial Tates, the Issuer may notify DTC and the ill notify the Participants, of the The Bonds will be transferable in ine to discontinue providing its services iotice to the Issuer and the Paying Agent under applicable law. In this event, the r Section. d) Notwithstanding any other provision of as any Bond is registered in the name of Cede & C -12- Resolution to the contrary, so long as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on the Bond and all notices must be made and given, respectively to DTC as provided in the Representation letter. e) In connection with any notice or other communication to be provided to Bondholders by the Issuer or the Paying Agent and Registrar with respect to a consent or other action to be taken by Bo dholders, the Issuer or the Paying Agent and Registrar, as the case may be, shall establis a record date for the consent orther action and give DTC notice of the record date of less than 15 calendar days in -advance of the record date to the extent possible. No ice to DTC must be given on en DTC is the sole Bondholder. 0 The Representation Lett\r is on file with DTC a# sets forth certain matters with respect to, among other thing notices, consents an approvals by Bondholders and payments on the Bonds. The execu'on and delivery o e Representation Letter to DTC by the Issuer is ratified and confirme . g) In the event that a transfer o ea Section, the transfer or exchange may b from the registered owners of the Bonds instruments of transfer. In the event Boni Cede & Co., its successor as nominee for securities depository as holder of all the E among other things, the printing of certi and interest on the certificates. Any su hange 9f the Bonds is permitted under this =m fished upon receipt by the Registrar be t ansferred or exchanged and appropriate eeyfificates are issued to holders other than C as holder of all the Bonds, or other by the Issuer to the Paying Agent.such s registered 'blearing agency" as prov' ed in S of 1934, as amended. The substitu deposito the Depository Bonds, (ii) registr ion and tra book entries made on records of a depositor principal of, premium, if any, d interest on interests may appear with res ect to such book , the provisions of the Resolution apply to, and the method or payment of principal of depository shall be designated in writing ubstitute depository shall be a qualified and ction 17A of the Securities Exchange Act shall provide for (i) immobilization of sfer of interests in Depository Bonds by or its nominee and (iii) payment of e Bonds in accordance with and as such h) The officers of t 6 Issuer are authoriz the purchaser, and to the toineys approving th proceedings, ordinances�be esolutions and records other instruments as m required to evidence Bonds, and all certifi copies, certificates, affid representations of th Issuer as to the correctness Section 8. d and directed to prepare and furnish to legality of Bonds, certified copies of nd all certificates and affidavits and he legality and marketability of the a its and other instruments constitute df all stated or recited facts. a) Registration. The ownership of Bonds maybe transferred only by the making of an entry upon the books kept for the registration and transfer of ownership of the Bonds, and in no other way. U.S. Bank National Association is hereby appointed as Bond Registrar under the terms of this Resolution and under the provisions of a separate - 13 - agreement with the Issuer filed herewith which is made a part hereof by this reference. Registrar shall maintain the books of the Issuer for the registration of ownership of the Bonds for the payment of principal of and interest on the Bonds as provided in this Resolution. All Bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.31 of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bonds and in this Resolution. b) Transfer. The ownership of any Bond may be transferred only upon the Registration Books kept for the registration and transfer of Bonds nd only upon surrender thereof at the office of the Registrar together with an as ignment duly executed by the holder or his duly a' thorized attorney in fact in such fa as shall be satisfactory to the Registrar, along with the address and social security n er or federal employer identification number of suc transferee (or, if registration is be made in the name of multiple individuals, of all su h transferees). In the event t t the address of the registered owner of a Bond (o\rate a registered owner hich is the nominee of the broker or dealer in question) ibroker or dealer, here must be disclosed on the Registration Books the informaining to the re stered owner required above. Upon the transfer of any such ew fully regis ered Bond, of any denomination or denominations permitted by thtion in aggr gate principal amount equal to the umnatured and unredeemed pmount of s ch transferred fully registered Bond, and bearing interest at the samd maturi on the same date or dates shall be delivered by the Registrar. c) Registration of Transferred Bds. In cases of the transfer of the Bonds, the Registrar shall register, at the earliest pi In alltime, on the Registration Books, the Bonds, in accordance with the provision f this Resolution. d) Ownership. As to any Bo ,the erson in whose name the ownership of the same shall be registered on the Re ' tration ooks of the Registrar shall be deemed and regarded as the absolute owner th eof for all urposes, and payment of or on account of the principal of any such Bonds d the premi if any, and interest thereon shall be made only to or upon the order f the registere owner thereof or his legal representative. All such payments shall be v id and effectual t satisfy and discharge the liability upon such Bond, including the int rest thereon, to the xtent of the sum or sums so paid. e)Cancellation. 1 Bonds which have be redeemed shall not be reissued but shall be cancelled by th egistrar. All Bonds whi h are cancelled by the Registrar shall be destroyed and a c 'ficate of the destruction they of shall be furnished promptly to the Issuer; provided that ' the Issuer shall so direct, the 117istrar shall forward the cancelled Bonds to the Issuer. f) Non -Presentment of Bonds. In the event any ayment check representing payment of principal of or interest on the Bonds is returned to the Paying Agent or if any bond is not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such principal of or interest on Bonds shall have been made available to the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Bonds shall forthwith cease, terminate -14- and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the owner of such Bonds who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Resolution or on, or with respect to, such interest or Bonds. The Paying Agent's obligation to hold such funds shallontinue for a period equal to two years and six months following the date on which s 6h interest or principal became due, whether at maturity, or at the date fixed for redem ion thereof, or otherwise, at which time e Paying Agent, shall surrender an remaining funds so held to the Issuer, whereupon ny claim under this Resolution by e Owners of such interest or Bonds of whatever nat a shall be made upon the Issuer g) Registration and Transfer Fees. The Registr may furnish to each owner, at the Issuer's expense, one bo d for each annual maturi . The Registrar shall famish additional Bonds in lesser de ominations (but not 1 s than the minimum denomination) to an owner who so requests. Section 9. Reissuance of Mutila ec outstanding Bond shall become mutilate request of Registrar authenticate and deli mutilated, destroyed, stolen or lost, in exc Registrar, upon surrender of such mutilate destroyed, stolen or lost, upon filing with Issuer that such Bond has been destroyed, upon furnishing the Registrar and Issuer v other reasonable regulations as the Issuer the Issuer may incur in connection there L Destro ed tolen or Lost Bonds. In case any orbe destr ed, stolen or lost, the Issuer shall at the er a new and of like tenor and amount as the Bond so Yange substitution for such mutilated Bond to r in lieu of and substitution for the Bond rar evidence satisfactory to the Registrar and lost and proof of ownership thereof, and actory indemnity and complying with such t may prescribe and paying such expenses as Section 10. Record Date. Payifients of prl redemption, made in respect of anyand, shall b( their designated agent as the same near on the t month preceding the payment date' All such nave the Issuer in respect of such Bons to the extent a of the Bond to shall only be made upon LI and interest, otherwise than upon full le to the registered holder thereof or to of the Registrar on the 15th day of the shall fully discharge the obligations of payments so made. Payment of principal laying Agent. Section 11. Execution( Authentication and DeliExecutio Authentication and Deli er of the Bonds. Bonds. Upon the adoption of this Resolution, the Mayor d Clerk shall execute and keliver the Bonds to the Registrar, who shall authenticate the Bon and deliver the same to or u on order of the Purchaser. No Bond shall be valid or obligato for any purpose or shall be ent led to any right or benefit hereunder unless the Registrar shal duly endorse and execute on such and a Certificate of Authentication substantially in the to oft he Certificate herein set forth. Such Certificate upon any Bond executed on behalf of e Issuer shall be conclusive evidence tftat the Bond so authenticated has been duly issued under this Resolution and that the holder thereof is entitled to the benefits of this Resolution. No Bonds shall be authenticated and delivered by the Registrar unless and until there shall have been provided the following: -15- A certified copy of the Resolution of Issuer authorizing the issuance of the Bonds; 2. A written order of Issuer signed by the Finance Director of the Issuer directing the authentication and delivery of the Bonds to or upon the order of the Purchaser upon payment of the purchase price as set forth therein; 3. The approving opinion of Ahlers & Cooney, P.C., Bond Counsel, concerning the validity and legality of all the Bonds proposed to be issued. Section 12. 12i t to Na (le Substitute Paying Agent or Registrar. Issuer rese s the right to name a substitute, successor egistrar or Paying Agent upon giving prompt writt notice to each registered bondholder. Section 13. Form of BonM. Bonds shall be printed substantially in the�fbrm as follows: "STATE OF IOWA" )LINTY OF JOHNSON" 'ITY OF IOWA CITY" .,AL OBLIGATION BO "SERIES 2016A" / WORATEPURPOSE Rate: Maturity. Bond Date: CUSIP No.: "Registered" Certificate N Principal An The City of Iowa City, State of owa, a ni under and by virtue of the Constitut196 and laws received, promises to pay from the ource and as indicated above, to (Registration panel to a completed by Owner). 16 icipal corporation organized and existing the State of Iowa (the "Issuer"), for value feinafter provided, on the maturity date or Printer with name of Registered or registered assigns, the principal sum of (enter principal aunt in long form) THOUSAND DOLLARS in lawful money of the United States of America, n the maturity date shown above, only upon presentation and surrender hereof at the office of U.S�Bank National Association, St. Paul, Minnesota, Paying Agent of this issue, or its successor, with interest on the sum from the date hereof until paid at the rate per annum specified above, payable on December 1, 2016, and semiannually thereafter on the 1st day of June and December in each year. -16- Interest and principal shall be paid to the registered holder of the Bond as shown on the records of ownership maintained by the Registrar as of the 15th day of the month preceding such interest payment date. Interest shall be computed on the basis of a 360 -day year of twelve 30 - day months. This Bond is issued pursuant to the provisions of Sections 3845, 384.26 and 384.28 of the Code of Iowa, for the purpose of paying costs of: a) acquisition, con truction, reconstruction, enlargeme t, improvement, and repair of bridges, culverts, retaining walls, viaduct underpasses, grade crossing separa 'ons, and approaches thereto; b) opening, widening, xtending, grading, and dr ming of the right-of- way of streets, highways, avenues, alleys and pub is grounds; the construction, reconstructi , and repairing ofstreet improvements; the acquisition, installation, an repair of sidewal , storm sewers, sanitary sewers, water service lines, treet lighting, antraffic control devices; and the acquisition of any real est to needed for y of the foregoing purposes; c) rehabilitation and removal, replacement and plan equipment, and improvements d) acquisition, construction, rec waterways, and real and personal reclamation of property situated 1 floods or high waters, and for the effects of flood waters, including change, diversion, or other without the city limits, the structures, impounding res improvement, and widenin across and adjacent to the beautification of the banks improvements; and i e) remediation, re; improvement of pro have been damaged of palks already owned, including the f trg6s in the parks, and facilities, lordy found in city parks; ction, and improvement of all rty, useful for the protection or the corporate limits of cities from ;tion of property in cities from the epening, widening, alteration, it Of watercourses, within or levees, embankments, rs, or con uits, and the establishment, streets, ave ues, boulevards, and alleys ct, as well a the development and other areas a iacent to flood control ion, repair, cleanup, rej , buildings, equipment, disaster as defined in s, ment, and public facilities that n 29C.2 and that are located in an area thajlthe governor has proclaimed a disaster emergency or the president of 4 United States has declared a major disaster. Bonds issued pursuant to section 384.25 for the purposes specified in this paragraph shall be issued not later than ten years after the governor has proclaimed a disaster emergency or the president of the United States has declared a major disaster, whichever is later; -17- f) aiding in the planning, undertaking, and carrying out of urban renewal projects under the authority of chapter 403, including improvements to the Riverfront Crossings District of the City -University Urban Renewal Area; and g) acquisition, construction, reconstruction, enlargement,provement, and equipping of recreation grounds, including trails, recreation buildings, juvenile play ounds, swimming pools, recreation centeps, and parks and the acquisitio of any real estate therefor, and acquisiti6n, construction, reconstruction, nlargement, improvement, and equip�ing of city hall, in conformity to a Unless this certificate of the Council of said City duly/passed and approved. by an Trust Company, a limited purpos trust company ("DI registration of transfer, exchange payment, and any of Cede & Co. or such other name a requested by payment is made to Cede & Co. or to such other Iss e representative of DTC), ANY TRAN ER, PLE E OR OTHERWISE BY OR TO ANY P SON I WR owner hereof, Cede & Co., has an intere here' . ize representative of The Depository C , to the Issuer or its agent for ertificate issued is registered in the name authorized representative of DTC (and any as is requested by an authorized OR OTHER USE HEREOF FOR VALUE ONGFUL inasmuch as the registered Bonds maturing after June 1, 2024, ay be called for optional redemption by the Issuer and paid before maturity on said date or andate thereafter, from any funds regardless of source, in whole or from time to time in part, in a y rder of maturity and within an annual maturity by lot. The terms of redemption shall be pqt, plu accrued interest to date of call. Thirty days' written notice of Odemptio shall be given to the registered owner of the Bond. Failure to give written notice o any regis ered owner of the Bonds or any defect therein shall not affect the validity of any oceedings fo the redemption of the Bonds. All bonds or portions thereof called for redemp ion will cease t bear interest after the specified redemption date, provided funds for their re mption are on d osit at the place of payment. Written notice will be deemed completed upo transmission to the wner of record. If selection by lot wit n a maturity is require the Registrar shall designate the Bonds to be redeemed by random sele tion of the names of the gistered owners of the entire annual maturity until the total amo t of Bonds to be called ha been reached. If less than all of maturity is called for redemptio , the Issuer will notify DTC of the particular amount of su maturity to be redeemed prior to ffiaturity. DTC will determine by lot the amount of each Participant's interest in such maturity to be redeemed and each Participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. Ownership of this Bond may be transferred only by transfer upon the books kept for such purpose by U.S. Bank National Association, St. Paul, Minnesota, the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Bond at the office of the Registrar as designated below, together with an assignment duly executed by the owner hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however, promptly give notice to registered Bondholders of such change. All bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.31 of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bond Resolution. And it is hereby represented and certified that all acts, conditions and t1tings requisite, according to the laws\byw; itution of the State of Iowa, to exist, to be had to be done, or to be performed precedewful issue of this Bond, have been existent, ad, done and performed as requiredat provision has been made for thelevy of sufficient continuing annual taxtaxable property within the territory of th Issuer for the payment of the principal and inis Bond as the same will respectively b ome due; that such taxes have been irrevodged for the prompt payment hereof, b h principal and interest; and the total indebtedIssuer including this Bond, does not xceed the constitutional or statutory limitations. IN TESTIMONY WHERE F, the Issuer by its Coun signed by the manual or facsimile si ature of its Mayor and signature of its City Clerk, with the se 1 of the City printed authenticated by the manual signature an authorized re e: National Association, St. Paul, Minneso a. Date of autHentication:/ This is one Resolution, U.S. Bank St. Paul, N iVhas caused this Bond to be iftested by the manual or facsimile impressed hereon, and to be of the Registrar, U.S. Bank described in the within mentioned by U.S. Bank National Association Association, Registrar Authorized Signature ar and Trans er Agent: U.S. Bank National Association Agent: U.S. Bank National Association $EE REVERSE FOR (Seal) (Signature Block) CITY OF IOWA CITY, By: manu Mayor -19- DEFINITIONS TE OF IOWA ATTEST: By: (manual or facsimile signature) City Clerk (Information Required for For value received, the within Bond and does hereby irrE attorney in fact to transfer the sai with full power of substitution in Dated: ASSIGNMENT ersigned hereby sells, assigns )cial Security or Tax Identific ocably constitute and appoint Bond on the books kept for r� �e premises. / (Person(s) executing this�kssigmne}ft sign(s) here) SIGNATURE) GUARANTEE] IMPORT The signature(s) to this Power of the certificate(s) or bond(s) change whatever. Signature 9 prevailing standards and and procedures may reqs institutions that particim -READ CAREFULLY 5 signature in a recoet transfers unto i No. ) the of the within Bond, respond with the name(s) as written upon the face particular without alteration or enlargement or any must be provided in accordance with the � e Registrar and Transfer Agent. Such standards be guaranteed by certain eligible guarantor signature guarantee program. -20- INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER Name of Transferee(s) Address of Transferee(s) Social Security or Tax Identification Number of Transferee(s) Transferee is a(n): Individual* Partnership Corporation Trust *If the Bond is to be registered in a names of multiple individual o vers, the names of all such owners and one address and social ecurity number must be provid d. The following abbreviations, en used in the inscriptio on the face of this Bond, shall be construed as though written out in 1 according to applicab a laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with rights of urvivorship d not as tenants in common IA UNIF TRANS MIN ACT - ......... Custodi .......... (Cust) Under I ADDITIONAL ALSO BE USED (End of fon Section 14. Closing Documents. The Ma to execute, attest, seal and deliver for on beh documents, or other papers and perfo all other of all closing documents, as they may eem nece carry out the intent and purposes of t}iis Resoluti, (Minor) n Transfers to Minors Act. ATIONS MAY IN THE ABOVE LIST of Bond) Section 15. Contract Betwebn Issuer and Pu contract between said City and th purchaser of the (State) •and City Clerk are authorized and directed of the City any other additional certificates, ts, including without limitation the execution ry or appropriate in order to implement and This Resolution constitutes a Section 16. Non -Arbitrage Covenants. The Is er reasonably expects and covenants that no use will be made of the proceeds from the issuance nd sale of the Bonds issued hereunder which will cause any of the Bonds to be classified as ar 'trage bonds 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 Bonds it will comply with the requirements of statutes and regulations issued thereunder. -21- To the best knowledge and belief of the Issuer, there are no facts or circumstances that would materially change the foregoing statements or the conclusion that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be arbitrage bonds. Section 17. Approval of Tax Exemption Certificate. Attached hereto is a form of Tax Exemption Certificate stating the Issuer's reasonable expectations as to the use of the proceeds of the Bonds. The form of Tax Exemption Certificate is approved. The Issuer hereby agrees to comply with the provisions of the Tax Exemption Certificate and the provisions of 4he Tax Exemption Certificate are hereby incorporated by reference as part of this Resol �Ion. The Finance Director is hereby directed to make and insert all calculations and detei,yinnations necessary to complete the Tax Exemption Certificate at issuance of the Bond to certify as to the reasonable expectations and covenants,of the Issuer at that date. Section 18. Continuiruz Disclosike. The Issuer hereby covenant and agrees that it will comply with and carryout all of the pro isions of the Continuing Dis osure Certificate, and the provisions of the Continuing Disclosure ertificate are hereby incoorated by reference as part of this Resolution and made a part hereo Notwithstanding any o er provision of this Resolution, failure of the Issuer to compl with the Continuing Pfisclosure Certificate shall not be considered an event of default under thi Beneficial Owner may take such actions as specific performance by court order, to can Continuing Disclosure Certificate. For pur person which (a) has the power, directly or dispose of ownership of, any Bond (includi depositories or other intermediaries), or (b) income tax purposes. Resolution; howe er, any holder of the Bonds or may be necess and appropriate, including seeking e the Issuer to omplywith its obligations under the oses of this ction, "Beneficial Owner" means any directly, vote or consent with respect to, or to i perso holding Bonds through nominees, i treat as the owner of any Bonds for federal Section 19. Additional Covenants Re es Issuer certifies and covenants with the purch rs outstanding that the Issuer through its offic rs, a) representations and assurances as may be eces a representations, covenants and assuranc conta n Tax Exemption Certificate shall consti to a pa owners of the Bonds;(c) consult with and Coun Certificate); (d) pay to the United S tes, as neces rebates of excess arbitrage profits lating to the supporting documents as may be equired and in a advisable by its officers, to em oy and pay fiscal persons to assist the Issuer in such compliance. entations and Warranties of the Issuer. The and holders of the Bonds from time to time will make such further specific covenants, ry or advisable; (b) comply with all ed in the Tax Exemption Certificate, which of the contract between the Issuer and the el (as defined in the Tax Exemption ary, such sums of money representing required Bonds;(e) file such forms, statements and ,timely manner; and (f) if deemed necessary or a�ents, financial advisors, attorneys and other Section 20. Amendment of Resolution to Maintain Tax Exemption. This Resolution may be amended without the consent of any owner of the Bonds if, in the opinion of Bond Counsel, such amendment is necessary to maintain tax exemption with respect to the Bonds under applicable Federal law or regulations. _22_ Council Member intr d ced h r-11 BONDS; APIA DISCLOSURE vote was as Late Handouts Distnbufe o u t e owing Rn entitled AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $8,795,000 IGATION BONDS, SERIES 2016A, AND LEVYING A TAX TO PAY SAID )VAL OF THE TAX EXEMPTION CERTIFICATE AND CONTINUING ERTIFICATE" and moved that it be adopted. Council Member seconded the motion to adopt, and the roll beiylg called thereon, the AYES: NAYS: Whereupon, the Mayor declared duly adopted as follows: RESOLUTION AUT ORIZING AN PROVIDING FOR THE ISSUANCE OF $8 95,000 GENERAL OBLIGATION BONDS, SERIES 2016A, LEVYING AT TO PAY SAID BONDS; APPR VAL OF THE TAX E PTION CERTIFICAT AND CONTINUING DISC SURE CERTIFIC E WHEREAS, the suer is duly incorporated, organized an xists under and by virtue of the laws and Constituti n of the State of Iowa; and Issuer is in need of funds to pay costs of - a) aAuisition, f: a)uisition, construction, reconstruction, enlargement, and epair of bridges, culverts, retaining walls, viaducts, ur gr e crossing separations, and approaches thereto; P) opening, widening, extending, grading, and draining of the right -ori way of streets, highways, avenues, alleys and public grounds; the \ construction, reconstruction, and repairing of any street improvements; the acquisition, installation, and repair of sidewalks, storm sewers, sanitary sewers, water service lines, street lighting, and traffic control devices; and the acquisition of any real estate needed for any of the foregoing purposes; C) rehabilitation and improvement of parks already owned, including the removal, replacement and planting of trees in the parks, and facilities, equipment, and improvements commonly found in city parks; -4- d\beautification quisition, construction, reconstruction, and improvement of all ays, and real and personal property, useful for the protection or anon of property situated within the corporate limits of cities from r high waters, and for the protection of property in cities from the o flood waters, in the deepening, widening, alteration, e, di sion, or other improvement of watercourses, within or t the ' limits, the construction of levees, embankments, res, imp ding reservoirs, or conduits, and the establishment, ement, an widening of streets, avenues, boulevards, and alleys and adjacent the project, as well as the development and fication of the b s and other areas adjacent to flood control ements; e) remediation, restoration, epair, cleanup, replacement and improvement of property, buil 'ngs, equipment, and public facilities that have been damaged by a disast s defined in section 29C.2 and that are located in an area that the governo has proclaimed a disaster emergency or the president of the United States as declared a major disaster. Bo , issued pursuant to section 384.25 for a purposes specified in this paragraph shall be issued not later than years after the gove r has proclaimed a disaster emergency or the p sident of the Uni States has declared a major disaster, whichever is lat essential corporate purposes, and it is deemeAl isable that General Obligation Bonds, to the amount of not to exceed $9,000ed for said purposes; and WHEREAS, pursuant to notice publisd b ection 384.25 of the Code of Iowa, this Council has held a public meeting on th roposal to institute proceedings for the issuance of the Bonds, anis there a now authorized to proceed with the issuance of said Bonds for s and WHEREAS, the Issuer is also in of funds to pay costs of aid\and planning, undertaking, and can out of urban new projects under the authoriter 403, including improvements to the Riv ont Crossings District of the City -Urban Renewal Area essential corporate se projects, and it is deemed necadvisable that the City issue General Obli ion Bonds, for such purposes to the amf to exceed $200,000 as authorized by Se ons 384.25 and 403.12 of the Code of Iow WHE/Bond su t to notice published as required by Sections 384.25 and 03.12 this Council has i meeting and hearing upon the proposal to institute proceedin for the issuance of sand all objections, if any, to such Council action made by any re 'dent or property owity were received and considered by the Council; and no petition h vingbeen filed, ition of the Council that additional action be taken for the issuance o aidBonds for su, and that such action is considered to be in the best interests of the Cand the residf; and -5- WHEREAS, the Issuer is also in need of funds to pay costs of a uisition tru cq , cons ctton, recon ction, enlargement, improvement, and equipping of recreation grounds, including trails, recreatio buildings, juvenile playgrounds, swimming pools, recreation centers, and parks and the acquisi n of any real estate therefor, and acquisition, construction, reconstruction, enlargement, provement, and equipping of city hall, general corporate purposes, and it is deemed ne t ss and advisable that General Obligation Bonds, to the amount of not to exceed $500,000 be auth 'zed for said purposes; and WHEREAS,d Issuer has a population of more than 5,000 but not more than 75,000, and the Bonds for these urposes do not exceed $700,000; and WHEREAS, purs to notice published as required by Section 384.26 of the de of Iowa, the Council of the City held public meeting and hearing upon the propo to institute proceedings for the issuance of onds for general corporate purposes in the is as above set forth, and, no petition for referen having been received, the Council is erefore now authorized to proceed with the issu ce of said Bonds for such nuroose. _ and WHEREAS, pursuant to Section determined that the various general obli€ be combined for the purpose of issuance Bonds, Series 2016A as hereinafter set fi 28 of the Code of Io a, it is hereby found and i Bonds authori9d as hereinabove described shall single issue 9P$8,795,000 General Obligation WHEREAS, pursuant to the provisions apter 75 of the Code of Iowa, the above mentioned Bonds were heretofor/at le and action should now be taken to issue said Bonds conforming to the terons f the best bid received at the advertised public sale.NOW, THEREFORE, BED BY E CITY COUNCIL OF THE CITY OF IOWA CITY, STATE OF IO Section 1. Definition The following terms shall have a following meanings in this Resolution unless the text pressly or by necessary implication quires otherwise: /1panton horized Denominations" shall mean $5, 0 or any integral multiple the ficial Owner" shall mean, whenever used wr respect to a Bond, the pere such Bond is recorded as the beneficial own ofsuchBondbya Paords of such Participant or such person's subro e. /0 "Blanket Issuer Letter of Representations" shall mean Letter from the Issuer to DTC, with respect to the Bonds. • "Bond Fund" shall mean the fund created in Section 3 of thissolution. • "Bonds" shall mean $8,795,000 General Obligation Bonds, Serie 2016A, authorized to be issued by this Resolution. ffem "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any nominee of DTC with respect to the Bonds. • "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure ertificate approved under the terms of this Resolution and to be executed by the Issuer an dated the date of issuance and delivery of the Bonds, as originally executed and as it may amended from time to time in accordance with the terms thereof. ository Bonds " shall mean the Bonds as issued in the form of global certificate f each maturity, registered in the Registration Books ma int ' ed by the Registrar in the a of DTC or its nominee. • "DTC" New York, which will Representation Letter. "Issuer" and mean The Depository Trust Company, York, security depository for the Bond p ant to the shall mean the City pKowa City, State of Iowa. • "Participants" shall"Riean those brer-dealers, banks and other financial institutions for which DTC holds B ds as sec 'ties depository. • "Paying Agent" shall m%bee ank National Association, or such successor as may be approved by Issued herein and who shall carry out the duties prescribed herein as Is ee for the payment of principal of and interest on the Bonds as the same alle."Project" sh mean:a) acquisition, co truction, reconargement, improvement, and repair of bri es, culverts, retai, 'aducts, underpasses, grade crossing eparations, and appret ; b) op ' , widening, extending, grading, and dr ' 'ng of the right-of- way of eets, highways, avenues, alleys and public unds; the cons ction, reconstruction, and repairing of any street 'mprovements; the a sition, installation, and repair of sidewalks, storm s ers, sanitary s ers, water service lines, street lighting, and traffic con I devices; and e acquisition of any real estate needed for any of the fore ing purposes; C) rehabilitation and improvement of parks already owned, iluding the removal, replacement and planting of trees in the pazks, and fac cies, equipment, and improvements commonly found in city parks; d) acquisition, construction, reconstruction, and improvement of a waterways, and real and personal property, useful for the protection -7- reclamation of property situated within the corporate limits of cities from floods or high waters, and for the protection of property in cities from the effects of flood waters, including the deepening, widening, alteration, ange, diversion, or other improvement of watercourses, within or wi out the city limits, the construction of levees, embankments, stm es, impounding reservoirs, or conduits, and the establishment, impro ent, and widening of streets, avenues, boulevards, and alleys across an adjacent to the project, as well as the development and beautificatr n of the banks and other areas adjacent to flood control e) remediation, este improvement of p e have been damaged located in an area that or the president of the issued pursuant to secs ation, repair, cleanup, replacement, and ty, buildings, equipment, and public facilities that a disaster as defined in section 29C.2 and th Nie governor has proclaimed a disaster gency ted States has declared a major ' ster. Bonds paragraph shall be issued Proclaimed a disaster emf declared a major disaster, D aiding in the planning, unde projects under the authority of Riverfront Crossings District�e and 7 for the purposes than ten years 0r the governor has of the United States has in this or the ver is and carrying out of urban renewal 403, including improvements to the University Urban Renewal Area; g) acquisition, cons ction, reconstruction, argement, improvement, and equipping of r eation grounds, includin trails, recreation buildings, juvenile playgr ds, swimming pools, recreate centers, and parks and the acquisitio of any real estate therefor, and a isition, construction, reconstruc ' n, enlargement, improvement, and eq ping of city hall. glut/"Project Fund" shall mean the fund required be established by this hfor the deposit of the proceeds of the Bonds. "Rebate Fund" shall mean the fund so defined in \established d pursuant to a Tax Exemption Certificate. "Registrar" shall mean U.S. Bank National Associaul, Minnesota, or such successor as may be approved by Issuer as prand who shall carry out the duties prescribed herein with respect to maintaer of the owners of the Bonds. Unless otherwise specified, the Registrar sTransfer Agent for the Bonds. "Resolution" shall mean this resolution authorizing the Bonds. M • "Tax Exemption Certificate" shall mean the Tax Exemption Certificate appro ed under the terms of this Resolution and to be executed by the Finance Director and de ered at the time of issuance and delivery of the Bonds. •"Treasurer" shall mean the Finance Director or such other officer as shall succeed to th same duties and responsibilities with respect to the recording and navrr%r of the Bonds i ued hereunder. Section 2. a) Levy of Au principal and interest o levied for each future ye Iowa City, Iowa, to -wit: AMOUNT Tax. That for the purpose of provid' funds to pay the P Bonds hereinafter authorized t9obe issued, there is hereby the following direct annual t on all of the taxable property in $ 426,540 (cash on hand) $1,064,850 $1,067,350 $1,064,450 $1,057,150 $1,058,550 $1,054,550 $1,045,600 $1,050,900 $1,055,700 FISCAL YR (JULY I TO JUNE 30) A OF COLLECTION (NOTE: yor example the levy to be made and cert Januaryl, 2017 will be collected during the fiscal 2016/2017 2017/2018 2018/2019 2019/2020 2020/2021 2021/2022 2022/2023 2023/2024 2024/2025 2025/2026 against the taxable valuations of commencing July 1, 2018.) b) Resolution to be Filed With Countv Auditor. certified copy of this solution shall be filed with the Auditor of Johnson Co ty, Iowa and the Auditor is ereby instructed in and for each of the years as provided, levy and assess the tax hereby authorized in Section 2 of this Resolution, in like m er as other taxes are levied and assessed, and such taxes so levied in and for each of the ars aforesaid be collected in like manner as other taxes of the City aze wllected, and wh collected be used for the purpose of paying principal and interest on said Bonds issued in ticipation of the tax, and for no other purpose whatsoever. c) Additional City Funds Available. Principal and interest co 'ng due at any time when the proceeds of said tax on hand shall be insufficient to pay a same shall be promptly paid when due from current funds of the City available for that rpose and reimbursement shall be made from such special fund in the amounts thus a anced. Section 3. Bond Fund. Said tax shall be assessed and collected each year at the same time and in same manner as, and in addition to, all other taxes in and for the City, when collected they s 1 be converted into a special fund within the Debt Service Fund a known as the "GENERAL BLIGATION BOND FUND NO. I " (the 'Bond Fund"), 'ch is hereby pledged for and shallNtois= for the payment of the principal of and i erest on the Bonds hereinafter authorizeand also there shall be apportioned said fund its proportion of taxes received by om property that is centrally assessedK the State of Iowa. Section 4. Apylication o and Proceeds. P/funds Bonds, other than accrued interest except as may be provide elow, shall be croject Fund and expended therefrom for the purposes of issuan Any amounhe Project Fund shall be available for the payment of the prinm of or interds at any time that other funds shall be insufficient to the purpose, in wj/'ch event sl be repaid to the ProJeot F d at the earliest opportunity. Any balance c required for its purposes may be invested this Resolution. un Project Fund and not immediately ;nt with limitations provided by law or Section 5. Investment of Bond F !'id Proce� s. All moneys held in the Bond Fund, provided for by Section 3 of this Reso tion shall be\an d in investments permitted by Chapter 12B, Code of Iowa, 2015, a amended, or d in financial institutions which are members of the Federal Deposit ce Corporathe deposits in which are insured thereby and all such deposits ex eding the maximunt insured from time to time by FDIC or its equivalent succes r in any one financia Z. shall be continuously secured in compliance with Chapter 12 of the Code of Iowa, ended, or otherwise by a valid pledge of direct obligatioof the United States Govh g an equivalent market value. All such interim inves is shall mature before thewhi the moneys are required for payment of principal o or interest on the Bonds as hvid Section 6. Bond Details. General Obligation Bonds of the City in a amount of $8,795 00 shall be issued pursuant to the provisions of Section 3 .25, 384.26 and 384. of the Code of Iowa for the aforesaid purposes. The Bonds sh 1 be designated "G ERAL OBLIGATION BOND, SERIES 2016A", be dated June 1 2016, and bear erest from the date thereof, until payment thereof, at the office of the ng Agent, aid interest payable on December 1, 2016, and semiannually thereafter on e 1 st day of June and December in each year until maturity at the rates hereinafter nrovid The Bonds shall be executed by the manual or facsimile signature of the ayor and attested by the manual or facsimile signature of the Clerk, and impressed or p ted with the seal of the City and shall be fully registered as to both principal and interest provided in this Resolution; principal, interest and premium, if any, shall be payable a the office of the Paying Agent by mailing of a check to the registered owner of the Bon The Bonds shall be in the denomination of $5,000 or multiples thereof. The Bonds shall mature and bear interest as follows: -10- Principal Interest Amount Rate Maturity June 1 st 24U,000 2.000% 2017 $ 5,000 2.000% 201 $ 89 000 2.000% 9 $ 910, 0 3.000% 2020 $ 930,00 2.000% 2021 $ 950,000 2.000% 2022 $ 965,000 3.000% 2023 $ 985,000 2.000% 2024 $1,010,000 2.000% 2025 $1,035,000 2.000% 2026 b) Redemption rional Redem ti Bondsmaturing after June 1, 2024, may be called for optional redemption th Issuer on that date or any date thereafter, from any funds regardless of so ce, in ole or from time to time in part, in any order of nnual maturity and within am ty by lot. The terms of redemption shall be par, plus accrued ' terest to date o C. /to ays' written notice of ownend. Failure to give wri Bondfect therein shall not of redeme Bonds. All Bonds or will cr interest after the sneci ption shall be given to the registered notice to any registered owner of the the validity of any proceedings for the -ons thereof called for redemption l emption date, provided funds for emption are on deposit at the place o ayment. Written notice will be completed upon transmission to the o r of record. t If selection by lot within a maturity is requ' , the Registrar shall designate the Bonds to be redeemed by random selec 'on of the names of the registered owners of the entire annual maturity until th total amount of Bonds to be called has been reached. If less than all of a maturity is called for redemptio the Issuer will notify DTC of the particular amount of such maturity to be redeem prior to maturity. DTC will determine by lot the amount of each Participant's in est in such maturity to be redeemed and each Participant will then select b lot the beneficial ownership interests in such maturity to be redeemed. All prepa ents shall be at a price of par plus accrued interest. Section 7. Issuance of Bonds in Book -Entry Form• Replacement Bonds a) Notwithstanding the other provisions of this Resolution regarding registration, ownership, transfer, payment and exchange of the Bonds, unless the Issuer determines to - 11 - Bo Mnermit the exchange of Depository Bonds for Bonds in Authorized Denominations, the s shall be issued as Depository Bonds in denominations of the entire principal amo of each maturity of Bonds (or, if a portion of said principal amount is prepaid, said prin ' al amount less the prepaid amount). The Bonds must be registered in th name of C & Co., as nominee for DTC. Payment of semiannual interest for y Bonds register in the name of Cede & Co. will be made by wire transfer ew York Clearing House o equivalent next day funds to the account of Cede & . on the interest payment date for th Bonds at the address indicated or in the Repre tation Letter. b) The Bonds I be initially issued in the form of s ate single authenticated fully registered bonds in a amount of each stated maturi of the Bonds. Upon initial issuance, the ownership of a Bonds will be register the registry books of the U.S. Bank National Association k t by the Paying Ag and Registrar in the name of Cede & Co., as nominee of DTC. Th Paying Agent Registrar and the Issuer may treat DTC (or its nominee) as the sole d exclusiv owner of the Bonds registered in its name for the purposes of payment of the p ' cip r redemption price of or interest on the Bonds, selecting the Bonds or portions a redeemed, giving any notice permitted or required to be given to registered own f Bonds under the Resolution of the Issuer, registering the transfer of Bonds, o ning y consent or other action to be taken by registered owners of the Bonds for other urposes. The Paying Agent, Registrar and the Issuer have no responsibili or obligation t any Participant or Beneficial Owner of the Bonds under or through C with respect to a accuracy of records maintained by DTC or any Participant; respect to the paym by DTC or Participant of an amount of principal or redempti price of or interest on the onds; with respect to any notice given to owners of B ds under the Resolution;with r ect to the Participant(s) selected to receive payment ' the event of a partial redemption o the Bonds, or a consent given or other action by DTC as registered owner of the B ds. The Paying Agent and Registrar shall y all principal of and premium, if any, and terest on the Bonds only to Cede & Co. ' ccordance with the Representation Letter, an 1 payments are valid and effective to ly satisfy and discharge the Issuer's obligations respect to the principal o and premium, if any, and interest on the Bonds to the tent of the sum paid. DTC in receive an authenticated Bond for each separate stated m 'ty evidencing the oblige' n of the Issuer to make payments of principal of and premil if any, and inter t. Upon delivery by DTC to the Paying Agent and Registrar of 'tten notice that DT has determined to substitute a new nominee in place of Cede & Co., a Bonds will b transferable to the new nominee in accordance with this Section. c) In the event the Issuer determines that it is in the best interest of the B eficial Owners that they be able to obtain Bonds certificates, the Issuer may notify DTC the Paying Agent and Registrar, whereupon DTC will notify the Participants, of the availability through DTC of Bonds certificates. The Bonds will be transferable in accordance with this Section. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the Issuer and the Paying Agent and Registrar and discharging its responsibilities under applicable law. In this event, the Bonds will be transferable in accordance with this Section. -12- d)otwithstanding any other provision of the Resolution to the contrary, so long as any Bond ' registered in the name of Cede & Co., as nominee of DTC, all payments with respect to Ike principal of and premium, if any, and interest on the Bond and all notices must be de and given, respectively to DTC as provided in the Representation letter. e) In connectionSvith any notice or other communication to be provided to Bondholders by the Issu r the Paying Agent and Registrar with respect to a consent other action to be taken by kondbolders, the Issuer or the Paying Agent and Registr , as the case maybe, shall establik a record date for the consent or other action and ve DTC notice of the record date t less than 15 calendar days in advance of record date to the extent possible. Notic to DTC must be given only when DT is the sole Bondholder. f) The Representation Letter is n file with DTC and s forth certain matters with respect to, among other things, no es, consents and rovals by Bondholders and Payments on the Bonds. The execution aAd delivery of a Representation Letter to DTC by the Issuer is ratified and confirmed. g) In the event that a transfer or e Section, the transfer or exchange may be from the registered owners of the Bonds instruments of transfer. In the event B of the Bonds is permitted under this ished upon receipt by the Registrar sferred or exchanged and appropriate es are issued to holders other than Cede & Co., its successor as norm-- for DTC as h der of all the Bonds, or other securities depository as holder of the Bonds, the p visions of the Resolution apply to, among other things, the printin f certificates and the ethod or payment of principal of and interest on the certificate . Any substitute deposito shall be designated in writing by the Issuer to the Payin gent. Any such substituted sitory shall be a qualified and registered "clearing ag y" as provided in Section 17A of e Securities Exchange Act of 1934, as aXe substitute depository shall provide or (i) immobilization of the Deposito) registration and transfer of interests Depository Bonds by book entries ords of the depository or its nominee an (iii) payment of principal of, any, and interest on the Bonds in accord ce with and as such interests may respect to such book entries. h) a officers of the Issuer are authorized and directed to prep\ute ish to the pur aser, and to the attorneys approving the legality of Bonds, cers of proce ings, ordinances, resolutions and records and all certificates anand oth instruments as may be required to evidence the legality and markthe B nds, and all certified copies, certificates, affidavits and other instrumitute epresentations of the Issuer as to the correctness of all stated or recitedSection 8. Registration of Bonds: Annnintmr t n+. a) Registration. The ownership of Bonds may be transferred only by the making of an entry upon the books kept for the registration and transfer of ownership of the -13- Bonds, and in no other way. U.S. Bank National Association is hereby appointed as Bond Registrar under the terms of this Resolution and under the provisions of a separate greement with the Issuer filed herewith which is made a part hereof by this reference. R 'strar shall in the books of the Issuer for the registration of ownership of the Bon for the payment of principal of and interest on the Bonds as provided in this Resolu on. All Bonds shall be negotiable as provided in Article 8 of the Uniform Commer Code and Section 384.31 of the Code of Iowa subject to the provisions for registration d transfer contained in the Bonds and in this Resolution. / b) Trans The ownership of any Bond maybe transferred o upon the Registration Books ept for the registration and transfer of Bonds only upon surrender thereof at th office of the Registrar together with anK-11 ignment duly executed by the holder or his dul uthorized attorney in fact in such f s shall be satisfactory to the Registrar, along wit a address and social security umber or federal employer identification number of suc ansferee (or, if registrat' 's to be made in the name of multiple individuals, of all suc ansferees). In the ent that the address of the registered owner of a Bond (oth an a register wner which is the nominee of the broker or dealer in question) is that a broker dealer, there must be disclosed on the Registration Books the information p inin 0, the registered owner required above. Upon the transfer of any such Bond, ane lly registered Bond, of any denomination or denominations permitted by this Resolu ' n aggregate principal amount equal to the unmatured and unredeemed principal ount f such transferred fully registered Bond, and bearing interest at the same rat d maturi\the the same date or dates shall be delivered by the Registrar. c) Re 'stration of Tr fened Bonds. Ia es of the transfer of the Bonds, the Registrar shall register, at earliest practicabl, o the Registration Books, the Bonds, in accordance wi the provisions of thilutio .d) Ownersbin As to any Bond, the perswhose n e the ownership of the same shall be regist ed on the Registration Bothe Regis shall be deemed and regarded as the ab olute owner thereof for all ps, and payor t of or on account of the principal of y such Bonds and the premiuy, and interes ereon shall be made only to upon the order of the registeredr thereof or his le representative. All such pa ents shall be valid and effectual tfy and discharge th iability upon such Bond ncluding the interest thereon, to thet of the sum or sums paid. Cancellation. All Bonds which have been redeemed shall not be re's ed but shall cancelled by the Registrar. All Bonds which are cancelled by the Registr shall be d troyed and a certificate of the destruction thereof shall be famished promptly the Iss er; provided that if the Issuer shall so direct, the Registrar sha11 forward the cane d B nds to the Issuer. 0 Non -Presentment of Bonds. In the event any payment check representing payment of principal of or interest on the Bonds is returned to the Paying Agent or if any bond is not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such principal of or interest on Bonds shall have been made available to -14- the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the caner thereof for such interest or payment of such Bonds shall forthwith cease, terminate be completely discharged, and thereupon it shall be the duty of the Paying Agent to hol uch funds, without liability for interest thereon, for the benefit of the owner of such Bonds ho shall thereafter be restricted exclusively to such funds for any claim of whatev nature on his part under this Resolution or on, or with respect to, such interest or Bonds. a Paying Agent's obligation to hold such funds shall continue for a period equal to tw\�whatev d six months following the date on which such interest or prmc' became dueat maturity, or at the date fixed for redemption thereof, or otherwise, me the Paying Agent, shall surrender any remaining s so held to the Issueon any claim under this Resolution by the Owner such interest or Bonds onature shall be made upon the Issuer. g) Re 'stration nd Transfer Fees. The Registrar ma sh to each owner, at the Issuer's expense, one and for each annual maturity. a Registrar shall furnish additional Bonds in lesser enominations (but not less an the minimum denomination) to an owner who so request Section 9. Reissuance of Mutil ed outstanding Bond shall become mutilate request of Registrar authenticate and deliv mutilated, destroyed, stolen or lost, in exch Registrar, upon surrender of such mutilated destroyed, stolen or lost, upon filing with ed tOlen or Lost Bonds. In case any yed, stolen or lost, the Issuer shall at the Cod of like tenor and amount as the Bond so d substitution for such mutilated Bond to or in lieu of and substitution for the Bond 'tray evidence satisfactory to the Registrar and Issuer that such Bond has been destroy, stolen or st and proof of ownership thereof, and upon famishing the Registrar and Iss with satisfac ry indemnity and complying with such other reasonable regulations as the suer or its agent y prescribe and paying such expenses as the Issuer may incur in connectioX therewith. Section 10. Record D e. Payments of principal an ' terest, otherwise than upon full redemption, made in resp of any Bond, shall be made to registered holder thereof or to their designated agent as a same appear on the books of the gistrar on the 15th day of the month preceding the p ent date. All such payments shall ful discharge the obligations of the Issuer in respect such Bonds to the extent of the payments made. Payment of principal shall only be made pon surrender of the Bond to the Paying Agent. Section . Execution. Authentication and Delivery of the Bond Upon the adoption of this Resolutio ,the Mayor and Clerk shall execute and deliver the Bonds t the Registrar, who shall authen ' ate the Bonds and deliver the same to or upon order of the Pur aser. No Bond shall be v dor obligatory for any purpose or shall be entitled to any right or efit hereunder unless th egistrarshall duly endorse and execute on such Bond a Certificate %o uthentication sul :n 'ally in the form of the Certificate herein set forth. Such Certificate upon y Bond execut on behalf of the Issuer shall be conclusive evidence that the Bond so auth icated has been my issued under this Resolution and that the holder thereof is entitled to the ben is of this Resolution. -15- No Bonds shall be authenticated and delivered by the Registrar unless and until there shall have been provided the following: 1. A certified copy of the Resolution of Issuer authorizing the issuance of the Bonds; 2. A written order of Issuer signed by the Finance Director of the Issuer directing the authentication and delivery of the Bonds to or upon the order of the Purchaser upon payment of the purchase price as set forth therein; 3. The approving opinion of Ahlers & Cooney, P.C., Bond Counsel, conce ing the validity and legality of all the Bonds proposed to be issued. Section 1 Tder. t to Name Substitute Pa 'n Agent or Registrar. Iss reserves the right to name a substitutcessor Registrar or Paying Agent upon giving pro pt written notice to each registered bon Section 13. Form o Bond. Bonds shall be printed "STATE OF IOWA )LINTY OF JOI JTY OF IOWA IT ION BOND" 16A" PURPOSE Rate: Maturity: Bond Da : June 6. 2016 e No. _ Amount: The City of Iowa y, State of Iowa, a municipal under and by virtue of Constitution and laws of the Sta received, prom/on y from the source and as hereinaftf indicated abov (Regisel to be completed by Registrar or Owner). in the form as follows: poration organized and existing of Iowa (the "Issuer"), for value on the maturity date name of Registered or register9d assigns, the principal sum of (enter principal amount in 1 g form) THOUSAND DOLLA,VS in lawful money of the United States of America, on the ma 'ty date shown above, only u . n presentation and surrender hereof at the office of U.S. Bank Na 'onal Association, St. Paul, Minnesota, Paying Agent of this issue, or its successor, with interest the sum from the -16- date hereof until paid at the rate per annum specified above, payable on December 1, 2016, and semiannually thereafter on the 1 st day of June and December in each year. Interest and principal shall be paid to the registered holder of the Bond as shown on the r%Mo wnership maintained by the Registrar as of the 15th day of the month preceding such iment date. Interest shall be computed on the basis of a 360 -day year of twelve 30- d This Nnd is issued pursuant to the provisions of Sections 384.25, the Code of Io for the purpose of paying costs of. a) acq ' ition, construction, reconstruction, enlargement, i rovement, and repair f bridges, culverts, retaining walls, viaducts, erpasses, grade crossi separations, and approaches thereto; b) opening, wi ening, extending, grading, and dr ' mg of the right-of- way ofstreets, hi ways, avenues, alleys and pub ' grounds; the construction, recons crion, and repairing of street improvements; the acquisition, installatio nrepwir of sidewal s, storm sewers, sanitary sewers, water service li s, street lighting, d traffic control devices; and the acquisition of any re state needed f any of the foregoing purposes; c) rehabilitation and impro ent parks already owned, including the removal, replacement and plan trees in the parks, and facilities, equipment, njmprovements co only found in city parks; d) acquisition, contra waterways, and real and reclamation of property floods or high waters, effects of flood waters i and improvement of all bated within the &'rp( for the protection o luding the deepening, change, diversion, or ther improvement of water without the city structures, imps improvement, a across and adiai for the protection or ite limits of cities from iperty in cities from the s, the construction of levees ing reservoirs, or conduits, and the widening of streets, avenues, boule-, and ;, alteration, within or to the project, as well as the developme banks and other areas adjacent to flood and alleys e) r iation, restoration, repair, cleanup, replacement, and impr ement of property, buildings, equipment, and public facilities \th hav been damaged by a disaster as defined in section 29C.2 and that are to ated in an area that the governor has proclaimed a disaster emergency r the president of the United States has declared a major disaster. Bonds issued pursuant to section 384.25 for the purposes specified in this paragraph shall be issued not later than ten years after the governor has -17- 384.28 of proclaimed a disaster emergency or the president of the United States has declared a major disaster, whichever is later; f) aiding in the planning, undertaking, and carrying out of urban renewal �roiects under the authority of chapter 403, including improvem to the erf cont Crossings District of the City -University Urban R al Area; a g) acqu 'tion, construction, reconstruction, enlargem t, improvement, and equip ' g of recreation grounds, including trail , recreation buildings, juvenile pla ounds, swimming pools, recreatio centers, and parks and the acquisition f any real estate therefor, and uisition, construction, reconstruction, argement, improvement, d equipping of city hall, in conformity to a Resolution o the Council of sai ity duly passed and approved. Unless this certificate is Trust Company, a limited purpose to registration of transfer, exchange or I of Cede & Co. or such other name as payment is made to Cede & Co. or to representative of DTC), ANY T OR OTHERWISE BY OR TO F, owner hereof, Cede & Co., has mt by aXauthOrizcd representative of The Depository m y ("DTC"), to the Issuer or its agent for t, and any certificate issued is registered in the name ested by an authorized representative of DTC (and any other Issuer as is requested by an authorized PLEDGE OR OTHER USE HEREOF FOR VALUE i N IS WRONGFUL inasmuch as the registered Bonds maturing after J e 1, 2024, may a called for optional redemption by the Issuer and paid before maturity on aid date or any date ereafter, from any funds regardless of source, in whole or from time to t' a in part, in any order o maturity and within an annual maturity by lot. The terms of red emp on shall be par, plus accru interest to date of call. Thirty days' Bond. Failure to gi shall not affect the portions thereof c ] date, provided d! will be deem m en notice of redemption shall be 'ven to the registered owner of the written notice to any registered own of the Bonds or any defect therein didity of any proceedings for the redem tion of the Bonds. All bonds or �d for redemption will cease to bear inter t after the specified redemption for their redemption are on deposit at the p1qce of payment. Written notice fileted upon transmission to the owner of re d. If se tion by lot within a maturity is required, the Registrar I designate the Bonds to be redeem by random selection of the names of the registered own of the entire annual maturity til the total amount of Bonds to be called has been reached. If less than all of a maturity is called for redemption, the Issuer will n 'fy DTC of the parti ular amount of such maturity to be redeemed prior to maturity. DTC will ermine by lot the ount of each Participant's interest in such maturityto be redeemed and each articipant ill then select by lot the beneficial ownership interests in such maturity to be rede All prepayments shall be at a price of par plus accrued interest. -18- Ownership of this Bond may be transferred only by transfer upon the books kept for such ose by U.S. Bank National Association, St. Paul, Minnesota, the Registrar. Such transfer on the ooks shall occur only upon presentation and surrender of this Bond at the office f the Regis as designated below, together with an assignment duly executed by the er hereof or his duly morized attorney in the form as shall be satisfactory to the Registr ssuer reserves the right to bstitute the Registrar and Paying Agent but shall, however, pr ptly give notice to registered Bo holders of such change. All bonds shall be negofiable as ovided in Article 8 of the Uniform Co ercial Code and Section 384.31 of the Code of low subject to the provisions for registration an transfer contained in the Bond Resolution. And it is hereb represented and certified that all acts, nditions and things requisite, according to the laws an Constitution of the State of Iowa o exist, to be had, to be done, or to be performed precedent to a lawful issue of this Bond, ve been existent, had, done and Performed as required by la that provision has been ade for the levy of a sufficient continuing annual tax on all the able property wi n the territory of the Issuer for the payment of the principal and interest of thi and as the s e will respectively become due; that such taxes have been irrevocably pledg r the pro pt payment hereof, both principal and interest; and the total indebtedness of the Issuer ' clud' g this Bond, does not exceed the constitutional or statutory limitations. IN TESTIMONY WHEREOF, V Is er by its Council, has caused this Bond to be signed by the manual or facsimile sign a of Mayor and attested by the manual or facsimile signature of its City Clerk, with the sal of the Ci printed or impressed hereon, and to be authenticated by the manual signa a of an authors representative of the Registrar, U.S. Bank National Association, St. P7Resolution, esota. f authentication: one of the Bonds des 'bed in the within mentioned as registered by U. Bank National Association U.S. Bank National Association, St. Paul, Minnesota Authorized Signature Registrar and Transfer Agent: U.S. Bank Na 'onal Association Paying Agent: U.S. Bank Nati al Association SEE REVERSE FOR CERTAIN DEFINITIONS (Seal) (Signature Block) CITY OF IOWA CITY, STATE OF IOWA -19- For value within Bond and does hereby attorney in fact to transfer the with full power of substitution Dated: By: - Mayor (manual or facsimile signature) ATTEST By: — (manual City Clerk (Information Required for ASSIGNMENT undersigned hereby sells, (Social Security or Tax I Tevocably constitute and did Bond on the books e WN(be premises. (Person(s) executing SIGNATURE) and transfers unto ition No. ) the for registration of the within Bond, sign(s) here) The signature(s) this Power must correspond of the certificat (s) or bond(s) in every particular change whate er. Signature guarantee must be pro prevailing s dards and procedures of the Registrar and proce5Kres may require signature to be guarante institutio s that participate in a recognized signature -20- A the name(s) as written upon the face hout alteration or enlargement or any ded in accordance with the ds Transfer Agent. Such standards y certain eligible guarantor gu 'tee program. INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER N ofTransferee(s) _ Address fTransferee(s) _ Social Sec 'ty or Tax Identificat Num of Transferee(s) Transferee is a ): Partnership Corporation Trust *If the Bond is to be reiitered in the names of multiple individualo the names of all such owners and one address ansocial security number must be provid The following abbrevia ns, when used in the inscript' n on the face of this Bond, shall be construed as though written ou 'n full according to appli ble laws or regulations: TEN COM - as tenants in commo TEN ENT - as tenants by the entire s JT TEN - as joint tenants with rights surviv hip and not as tenants in common IA UNIF TRANS MIN ACT - ......... todian .......... (Cost) (Minor) Under Uniform Transfers to Minors Act ................... (State) AD01I I NAL ABBREV TIONS MAY /BES THOUGH NOT E ABOVE LIST (End of form of Bond) Section 14. ments. The Mayor and City Cl are authorized and directed to execute, attest, sr for and on behalf of the City any er additional certificates, documents, or otheerform all other acts, including with t limitation the execution of all closing documay deem necessary or appropriate in der to implement and carry out the intentof this Resolution. Section 15. ontract Between Issuer and Purchaser. This Resolution nstitutes a contract between aid City and the purchaser of the Bonds. /ereu(ndter. . Non -Arbitrage Covenants. The Issuer reasonably expects and venants that no usede of the proceeds from the issuance and sale of the Bonds issued eunder which any of the Bonds to be classified as arbitrage bonds within the meam of Sectiod (b) of the Internal Revenue Code of the United States, as amended, d that througm of the Bonds it will comply with the requirements of statutes and regu tions issued -21- 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 expe ed that the proceeds of the Bonds will be used in a manner that would cause the Bonds to % arbitrage --' ection 1 T Approval of Tax Exemption Certificate. Attached her o is a form of Tax Exemptio ertificate stating the Issuer's reasonable expectations as to a use of the proceeds of the Bonds. form of Tax Exemption Certificate is approved. ssuer hereby agrees to comply with the ovisions of the Tax Exemption Certificate and a provisions of the Tax Exemption Certific a are hereby incorporated by reference as of this Resolution. The Finance Director is h by directed to make and insert all ulations and determinations necessary to complete Tax Exemption Certificate at is ce of the Bonds to certify as to the reasonable expectations an covenants of the Issuer at t date. Section 18. ContinuineDisc comply with and carry out all ofe provisions of the Continuing Discl of this Resolution and made a part I Resolution, failure of the Issuer to c be considered an event of default ur Beneficial Owner may take such act specific performance by court order Continuing Disclosure Certificate. . hi iosure. The Is er hereby covenants and agrees that it will provisions c the Continuing Disclosure Certificate, and the ure Certi to are hereby incorporated by reference as part £ Withstanding any other provision of this )m 'th the Continuing Disclosure Certificate shall not der Resolution; however, any holder of the Bonds or in s as y be necessary and appropriate, including seeking o cause Issuer to comply with its obligations under the ,or purposes f this section, "Beneficial Owner" means any person w ch (a) has the power, crectly or indirec , to vote or consent with respect to, or to dispose of ownership of, any nd (including person holding Bonds through nominees, depositories or other intern caries), or (b) is treated a owner of any Bonds for federal income tax purposes. Section 19. Additional Covenants Representations Warranties of the Issuer. The Issuer certifies and co ants with the purchasers and holders the Bonds from time to time outstanding that the j9suer through its officers, (a) will make suc further specific covenants, representations ansurances as may be necessary or advisable; comply with all representations, enants and assurances contained in the Tax Ex tion Certificate, which Tax Exemption ertificate shall constitute a part of the contract betwe the Issuer and the owners of the onds;(c) consult with Bond Counsel (as defined in the T Exemption Certificate); )pay to the United States, as necessary, such sums of none epresenting required rebates of a cess arbitrage profits relating to the Bonds;(e) file such forms, st ements and supportin documents as may be required and in a timely manner; and (f) if d ed necessary or advisabl by its officers, to employ and pay fiscal agents, financial advisors, atto s and other person o assist the Issuer in such compliance. Section 20. Amendment of Resolution to Maintain Tax Exemption. This Resolu . n may be ended without the consent of any owner of the Bonds if, in the opinion of Bond Cou el, s ch amendment is necessary to maintain tax exemption with respect to the Bonds under pplicable Federal law or regulations. -22- Section 21. Repeal of Conflicting Resolutions or Ordinances. All ordinances and ons and parts of ordinances and resolutions in conflict herewith are hereby repealed. on 22. Severability Clause. If any section, paragraph, clause or provision of this Resolution held invalid, such invalidity shall not affect any of the remaining provisio s hereof, and Resolution shall become effective immediately upon its passage and a,,;Iova PASSED A�413 APPROVED this 17th day of May, 2016. ATTEST: City Clerk Mayor -23- 13_ TABLE OF CONTENTS Table of Contents is not a part of this Tax Exemption Certificate and is provided/nlylor pnience of reference. I DEFINITIONS....................................................... �I SPECIFIC CERTIFICATIONS, REPRESENT. Section --...........................................� Authority to Certify Expectations Section 2.2 and ........................................................5 Receipts and Expenditures of Sale Proceed Section 2.3 ...............................................8 urpose of Bonds Section 2.4 ...................... 8 . ............................................... cts Supporting Tax -Exemption Cla rfication Section 2.5 .........................................9 Fac Supporting Temporary Perio for Proceeds Section 2.6 ...................................10 R onFunds at Restricted o nrestricted Yield Section 2.7 ...............................10 Pertain to Yields ARTICLE III REBATE ...........................................................................11 Section 3.1 ........................11 Records .. ... ....................................................................... Records........................................................ Section 3.2 Rebate Fund Section 3.3 ............................................................. 1 Exceptions to R Section 3.4 at.................................................................................12 Calculation of Re a Amount Section 3.5 ...................................................................13 Rebate Requir t and the Bond Fund Section 3.6 ..................................................13 Investment of a Reb Fund Section 3.7 ..................................................................14 Payment to a United S Section3.8 es.....................................................................14 Records Section 3.9 ..................................................................................................14 Addition Payments .............................................................................15 ARTICLE IV INVESTME RESTRICTIONS...... .. .. ---------- r c Section 4.1 Avoi ce of Prohibited Paymen ............. Section 4.2M et Price Requirement .............. .......... Section 4.3 estment in Certificates of Deposit ...... Section 4.4 vestment Pursuant to Investment Co ac Section 4.5 Records .................................................... Section 4.6 . Investments to be Legal .............................. ARTICLE V G ERAL COVENANTS ..................................., ARTICLE VI AMENDMENTS AND ADDITIONAL AGRE tion 6.2 on 6.3 tion 6.4 "Av ..... "B° ..... ..............................................15 ..............................................15 ..............................................16 s and Agreements ................16 ..............................................18 ...........................18 E1v1 r Opinion of Bond Counsel; Amendments ............... . Additional Covenants, Agreements .......................... Internal Revenue Service Audits ................................ Amendments ------------- ................19 ................19 ................19 ................19 ..........................................................19 TAX EXEMPTION CERTIFICATE CITY OF IOWA CITY, STATE OF IOWA HIS TAX EXEMPTION CERTIFICATE made and entered i/1une2016, by the City f Iowa City County of Johnson, State of Iowa (the "Issuer")INTRODUCTION This C ificate is executed and delivered in connection with te Issuer of its $8,795,000 G eral Obligation Bonds, Series 2016A (the "Bonds" . The Bonds are issued pursuant to the pro 'sions of the Resolution of the Issuer authoriz' g the issuance of the Bonds. Such Resolution pro 'des that the covenants contained in this C ificate constitute a part of the Issuer's contract with owners of the Bonds. The Issuer recogni s that under the Code (as defi M below) the tax-exempt status of the interest received by the own of the Bonds is depend t upon, among other things, the facts, circumstances, and reasonabl xpectations of the 'ss as to future facts not in existence at this time, as well as the observance certain covenan n the future. The Issuer covenants that it will take such action with respect the Bonds as ay be required by the Code, and pertinent legal regulations issued thereunder order to a ablish and maintain the tax-exempt status of the Bonds, including the observance of speci covenants contained in the Resolution and this Certificate. The following teens as u in this Certi to shall have the meanings set forth below. The terms defined in the Reso] on shall retain th earrings set forth therein when used in this Certificate. Other term/aidd this Certificate shall ave the meanings set forth in the Code or in the Regulations. • Debt Service" means the cipal of and interest on the Bonds scheduled to beng a given Bond Year. ^ / "Bonds" means the $8,795,000 aggregat rincipal amount of General Obligation)Bonds, Series 2016A, of the Issuer issued in r stered form pursuant to the "Bond Counsel" means Ahlers & Cooney, P.C., es Moines, Iowa, or an y at law or a fine of attorneys of nationally recognized s ding in matters fining to the tax-exempt status of interest on obligations issu by states and their cal subdivisions, duly admitted to the practice of law before th highest court of any 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 all be the one-year or shorter period beginning on the Closing Date and ending on a pn ipal or interest payment date, unless Issuer selects another date. / "Bond Yield" means that discount rate which produces an ount equal to the Issue 'cc of the Bonds and bonds described in Section 2.1(1) wh used in computing a present value of all payments of principal and intere to be paid on the Bonds and bo s described in Section 2.1(1), using semiannual mpounding on a 360 - day year as corn ted under Regulation 1.148-4. "Cert cate" means this Tax Exemption ificate. • "ClosinX s the delivery of the nds in exchange for the agreed upon purchase price. "Closing Date" mZkns the • "Code" means the Into statutes which replace or supplement "Computation Date' mea through the last day of the fifth 46d each e Code of 1986, as amended, and any Revenue Code of 1986. five-year period from the Closing Date ling fifth Bond Year. "ExcessJE'gs" means the amo teamedonall Nonpurpose Investments minus the which would have b earned ifsuch Nonpurpose Investments were inverate equal to the Bond'eld, plus any income attributable to such excess. • "Fin Bond Retirement Date" means the date which the Bonds are actually paid in •Governmental Obligations" means direct general obh tions of, or obligations timely payment of the principal of and interest on which 's uncond do ly guaranteed by the United States. • "Gross Proceeds" as defined in Regulation 1.148-1(b), means any Proceeds of the onds and any replacement proceeds (as defined in Regulation 1.148-1(c)) of the T _� dosad• "Gross Proceeds Funds" means the Project Fund, Proceeds held to pay s t of issuance, and any other fund or account held for the benefit of the owners of the 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 e public. For those maturities where less than 10% of such maturity has been sold at initial offering price, the price for that maturity is determined as of the date of the Bon urchase Agreement based upon the reasonably expected initial offering price to the pu 'c. The Purchasers have certified the Issue Price to be not more than/ • ssuer" means the City of Iowa City, a municipal 6oration in the County of Johnso State of Iowa. / • "Mino ortion of the Bonds", as defined in egulation 1.148-2(g), means the lesser of five (5) per nt of Proceeds or $1(0,000. Minor Portion of the Bonds is computed to be $100,000. "Nonpurpose In stments" means y investment property which is acquired with Gross Proceeds an ' not acquir to carry out the governmental purpose of the Bonds, and may include but i of limi to U.S. Treasury bonds, corporate bonds, or certificates of deposit. • "Proceeds" as defined i e ation 1.148-1(b), means Sale Proceeds, investment proceeds and transferr oceeds the Bonds. • "Project" means a) acquisition, cons ction,'reconstruction, enl ement, improvement, and repair of brid culverts, retaining walls, via s, underpasses grade crossings arations, and approaches thereto; b) opening, 'dening, extending, grading, and draining of\devices; way o/on, s, highways, avenues, alleys and public groun constr„reconstruction, and repairing of any street im acquisnstallation, and repair of sidewalks, storm sewsewwaer service lines, street lighting, and traffic contrthe uisition of any real estate needed for any of the fore, rehabilitation and improvement of parks already owned, including the removal, replacement and planting of trees in the parks, and facilities, equipment, and improvements commonly found in city parks; d) acquisition, construction, reconstruction, and improvement of all j' waterways, and real and personal property, useful for the protection or reclamation of property situated within the corporate limits of cities from floods or high waters, and for the protection of property in cities from the effects of flood waters, including the deepening, widening, alteration, change, diversion, or other improvement of watercourses, within or without the city limits, the construction of levees; embankments, structures, impounding reservoirs, or conduits, and the establishment, improvement, and widening of streets, avenues, boulevards, anVrol y across and adjacent to the project, as well as the development beautification of the banks and other areas adjacent to flood co lhpprovements; and e) re diction, restoration, repair, c/deeld replaceme , and improve nt ofproperty, buildings,ent, and ublic facilities that have been aged by a disaster as in sec "on 29C.2 and that are located in an ar that the governor lai d a disaster emergency or the president of United States l d a major disaster. Bonds issued pursuant to sects 384.25 foroses specified in this paragraph shall be issued n laterthears after the governor has proclaimed a disaster emergen or tident of the United States has declared a major disaster, whiche r; f) aiding in the planning, unde projects under the authority of Riverfront Crossings District,6 and carrying out of urban renewal g improvements to the Urban Renewal Area, g) acquisition, constru on, reconstruction, enlargemen , 'mprovement, and equipping of recr tion grounds, including trails, recrea ' n buildings, juvenile playground , swimming pools, recreation centers, and ks and the acquisition of y real estate therefor, and acquisition, construc 'on, reconstruction, a argement, improvement, and equipping of city hall, as more fully describ/d in the Resolution. • "Pr ,Oject Fund" shall mean the fund required to be established by the Resolution for V deposit of the Proceeds of the Bonds. Purchasers" means Robert W. Baird & Co., Inc. of Milwaukee, Wisconsin c nstituting the initial purchasers of the Bonds from the Issuer. "Rebate Amount" means the amount computed as described in this "Rebate Fund" means the fund to be created, if necessary, pursuant to this • "Rebate Payment Date" means a date chosen by the Issuer which is not than 60 days following each Computation Date or the Final Bond Retirement Date. 12 "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, unts that are pledged as security for an issue, and amounts that are replace because sufficiently direct nexus to a governmental purpose of an issue. "Resolution" means the resolution of the Issuer adopted /n May 17, 2016, the issuance of the Bonds. • "Sale Proceeds" as defined in Regulation 1.148- ), means any amounts actually or cons ,tively received from the sale of the Bond , including amounts used to pay underwriter's count or compensation and accrued ' crest other than pre -issuance accrued interest. "Sinking Funn" means the Bond "SLGS" means Government Series. • "Tax Exempt Ob; on which is excludable from the the Code and include certain reg funds and demand deposit SLG4 "Taxable Obli tions" means all securities other than Tax ExXmpt Obligations. securities of the State and Local bonds or other obligations the interest the owners thereof under Section 103 of companies, stock in tax-exempt mutual "Verifica on Certificate" means the certificate att� as Exhibit A, setting fyfth the yield, weighted average maturity, and concerning the price t which the Purchaser will reoffer and sell the ARTICLE II CERTIFICATIONS, REPRESENTATIONS AND AGREEMENTS The IssuXr hereby certifies, represents and agrees as follows: 2.1 Authority to Certify and Expectations obligations or to this Certificate tain other facts kds to the public. (a) The undersigned officer of the Issuer along with other officers of the 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 \expenditures alification of it by the Commissioner of the Internal Revenue Service as a bond 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 icle Itde on the basis of the facts, estimates and circumstances in existence the date f, in luding the following: (1) with respect to amounts expected to be ceived from ry o e Bonds, amounts actually received, (2) with respect to pa ents of nts into anous funds or accounts, review of the authorizations directions for ayments ade by the Issuer pursuant to the Resolution and s Certificate, (3) espect to th Issue Price, the certifications of the Purchas s as set forth in the cation Certifi te, (4) with respect to expenditure of roceeds of the Bonds, expenditures a reasonable expectations of the Is er as to when the Proceeds e spent for purpos s of the Project, (5) with resp t to Bond Yield, review of the cation Certificate, a d (6) with respect to the ount of governmental and qualified 501(c)(3) bonds to be issue during the calendar ar, the budgeting and present planning of Issuer. The Issuer has no r son to believe s ch facts, estimates or circumstances are untrue or incomplete in any ma rial way. (e) To the best of the kn wle e and belief of the undersigned officer of the Issuer, there are no facts, estimates o c' cumstances that would materially change the representations, certifications or agre ents set forth in this Certificate, and the expectations herein set out are reas ahl . (f) No arrangement xists under\hhteayment of principal or interest on the Bonds would be directly indirectly guthe United States or any agency or instrumentality thereof. (g) After the xpiration of any apporary periods, and excluding investments in a bona de debt service fundund, not more than five percent (5%) of the Proceed of the Bonds will be (ake loans which are guaranteed by the United Stat or any agency or instruof, or (b) invested in federally insured deposits r accounts. (h) The Issuer will file with the Internal Revenue S ice in a timely fashion Form 8038- ,Information Return for Tax -Exempt Governmenta Obligations with respect to a Bonds and such other reports required to comply with he Code and applicab Regulations. /activity i) The Issuer will take no action which would cause the Bon to become " bonds" as defined in Section 141 (a) of the Code, includin any use of tct by any person other than a governmental unit if such use will be 13 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. k(j) The Issuer will make no change in the nature or purpose of the Project ept as provided in Section 6.1 hereof. k() Except as provided in the Resolution, the Issuer will not establish any sinkin nd, bond fund, reserve fund, debt service fund or other fund reasonably expecte o be used to pay debt service on the Bonds (other than the Bond Fund), exercise it ption to redeem Bonds prior to maturity or effect a refunding of the Bonds. (1)\Yield. t for the Bonds described as $610,000 Taxable General Obligation Bonds, Serie, no bonds or other obligations of the Issuer (1) were sold in e 15 days precediate of sale of the Bonds, (2) were sold or will be sold withi the I S days after thle of the Bonds, (3) have been delivered in the pas!Iays or (4) will be delivhe ext 15 days pursuant to a cornrnon plan of finr the issuance of ts an ayable out of substantially the same sourceues. (m) of the Pro eeds of the Bonds will be used dire ly or indirectly to replace fundsssuer used ' ectly or indirectly to acquire ligations having a yield higher than tYield. (n) No portion of the Bond s issued for the p ose of investing such portion at a higher yield than the Bond Yield. (o) The Issuer does not expect t; manner that would cause them to be "arbitr Code. The Issuer does not expect that the I manner that would cause the interest on the the owners of the Bonds under the Code/ portion of the Proceeds to acquire highe yi the P oceeds of the Bonds will be used in a b ds" as defined in Section 148(a) of the ds of the Bonds will be used in a nd to be includible in the Boss income of Issu will not intentionally use any (p) The Issuer will not u the Proceeds of t\aaterial onds to exploit the difference between tax-exempt and taxable i erest rates to obtain financial advantage. (q) The Issuer has of issued more Bonds, issued a Bonds earlier, or allowed the Bonds to remain outst ing longer than is reasonably nec sary to accomplish the governmental purposes o e Bonds and in fact, the Bonds will t remain outstanding longer than 120% of th economic useful life of the assets finance with the Proceeds of the Bonds. (r) Tb onds will not be Hedge Bonds as described in Sec 'on 149(g)(3) of the Code becau the Issuer reasonably expects that it will meet the Expe diture test set forth in Secti 2.5(b) hereof and that 50% or more of the Proceeds will n be invested in Nonpurp a Investments having a substantially guaranteed yield for four 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 (par plus re-offering premium of $434,284.45), less underw is discount of $42,4\4 received at Closing are expected to be deposited and expended ollows: ) $-0- representing pre -issuance accrued interest will a deposited into the Bond '.and and will be used to pay a portion of the interest ace ng on the Bonds on the first inte st payment date; and (b) $52,000 representing costs of issuing the onds will be used within six months of the sing Date to pay the costs of issuanc of the Bonds (with any excess remaining on depo it in the Project Fund); and (c) $9,134, 42.95 will be deposited ' to the Project Fund and will be used together with earnings t reon to pay the cos of the Project and will not exceed the amount necessary to acco%Bon h the gove ental purposes of the Bonds; Section 2.3 Purpose ofs The Issuer is issuing the Bonds toVaay the costs of: a) acquisition, construction, r nst tion, enlargement, improvement, and repair of bridges, culverts, re fining wal viaducts\ana underpasses, grade crossing separations, and approache thereto; b) opening, widening, tending, gradingg of the right -of --way of streets, highways, ave es, alleys and pubthe construction, reconstruction, and r airing of any streetts; the acquisition, installation, and re air of sidewalks, stormtary sewers, water service lines, street light' g, and traffic control deacquisition of any real estateneededf any of the foregoing pur c) rehapbifion and improvement of parks already owned, ' eluding the removal r lacement and planting of trees in the parks, and f rlities, equipment, and im vements commonlyfound in city parks; d) a uisition, construction, reconstruction, and improvement of all aterways, and eal and personal property, useful for the protection or reclamation f p perty situated within the corporate limits of cities from floods or high aters, nd for the protection of property in cities from the effects of flood waters, including the deepening, widening, alteration, change, diversion, or other improvement of watercourses, within or without the city limits, the construction of levees, embankments, st uctures, impounding reservoirs, or conduits, and the establishment, improvement, and widening of streets, avenues, boulevards, and alleys across and adjacent to the project, as well as the development and beautification of the banks and other areas adjacent to flood control improvements; remediation, restoration, repair, cleanup, replacement, and improvement of PIR erty, buildings, equipment, and public facilities that have been damaged b a disc er as defined in section 29C.2 and that are located in an area that the goveNStates oclaimed a disaster emergency or the president of the U ' ed Statered a major disaster. Bonds issued pursuant to sectio 384.25 for the pecified in this paragraph shall be issued not later t ten years after or has proclaimed a disaster emergency or the esident of the Unites declared a major disaster, whichever is lat f) aiding in the p ng undertaking, and carrying out f urban renewal projects under the authority chapter 403, including improv ents to the Riverfront Crossings District of t e City -University Urban Re ewal Area, and g) acquisition, construcfi , reconstruction, a argement, improvement, and equipping of recreation gro ds, including ails, recreation buildings, juvenile playgrounds, swimming pool recreation enters, and parks and the acquisition of any real estate therefor, and ac isitio construction, reconstruction, enlargement, improvement, and ui ing of city hall. Section 2.4 Governmental Bonds The Bonds are onsidered to be gove of the alternate mini um tax. The Proceeds d bonds, not subject to the provisions used for the purposes described in V11L1V11 G.J 11CIVOy 1 nese oonas are not private ac 'vity bonds because no amount of Proceeds of the onds is to be used in a trade or bus ess carried on by a non- governmental it. Rather, the Proceeds will be used fmance the general government operations and facilities of the Issuer described in Sectio 2.3 hereof. None of the payment of rincipal or interest on the Bonds will be deri d from, or secured by, money or prop used in a trade or business of a non -govenunent unit. In addition, none of the gov ental operations or facilities of the Issuer being fi anced with the Proceeds of the B fds are subject to any lease, management contract or otb similar arrangement or to a;arrangement for use other than as by the general public. No amount of Proceeds of the Bonds is to be used directly or irllirectly to make or finance loans to persons other than governmental units. I Section 2.5 Facts Sunnorting 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 ill be led for Project costs, including the reimbursement of other funds a ended to date, a three-year temporary period from the Closing Date. (c Due Diligence Test. Not later than six months a r Closing, work on the Project will ve commenced and will proceed with due dili nce to completion. (d) P ceeds of the Bonds representing less an six months accrued interest on the Bonds will spent within six months of this ate to pay interest on the Bonds, and will be invested 'thout restriction as to yiel or a temporary period not in excess of six months. Section 2.6 (a) Proceeds of the AN ds ill be held and accounted for in the manner provided in the Resolution. The Is er has not and does not expect to create or establish any other bond fund, rese/ittlicusec, , or imilar fund or account for the Bonds. The Issuer has not and will not pledoneys r Taxable Obligations in order to pay debt service on the Bonds or ruch moneys or Taxable Obligations so as to give reasonable assurancir availabi ' for such purposes. (b) Any m 'es which are invested b and a temporary period are expected to constitute less than major portion of the Bonds o to be restricted for investment at a yield not greater t an one-eighth of one percent abo the Bond Yield. (c) a Issuer has established and will use th and Fund primarily to achieve a pr er matching of revenues and debt service wi in each Bond Year and the Issuer will pply moneys deposited into the Bond Fund to pa the principal of and interest o the Bonds. Such Fund will be depleted at least once ach Bond Year except for are sonable carryover amount. The carryover amount will n exceed the greater of /aer year's earnings on the Bond Fund or (2) one -twelfth of Ann al Debt Service. The will spend moneys deposited from time to time into such fund ithin 13 months he date of deposit. Revenues, intended to be used to pay debt se 'ce on the Bonds, e deposited into the Bond Fund as set forth in the Resolution. Theuer will spend interest earned on moneys in such fund not more than 12 months after recei Accordingly, the Issuer will treat the Bond Fund as a bona fide debt seryice d as defined in Regulation 1.148-1(b). 10 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 appl un this Certificate as to investment yield or rebate of Excess Earnings, if any, ha eer ands 11 be calculated using (i) the price taking into account discount, premiu nd accrued ' terest, as applicable, actually paid or (ii) the fair market value if le thanthe price actu ly paid and if such Taxable Obligations were not purchased di ctly from the United State Treasury. The Issuer will acquire all such Taxable Obli tions directly from the Unit States Treasury or in an arm's length transaction w" out regard to any amounts paid to educe the yield on such Taxable Obligations. a Issuer will not pay or permit the payme of any amounts (other than to the United ates) to reduce the yield on any Taxable Obl ations. Obligations pledged to the p en of debt service on the Bonds after they have een acquired by the Issuer will treated as though they were acquired for their fair m et value on the date of su pledge or deposit. (b) Qualified guar tees have not be used in computing yield. (c) The Bond Yield ha een c puted as not less than 1.288889 percent. This Bond Yield has been computed e basis of a purchase price for the Bonds equal to the Issue Price. REBATE Section 3.1 Records Sale Proceeds of the onds will be held and accounted\ofney anner provided in the Resolution. The Issuer the maintain adequate records for funy the Resolution and this Certificate includin all deposits, withdrawals, transfers frs to, investments, reinvestments, sales, rchases, redemptions, liquidations and or obligations until six years after the F' al Bond Retirement Date. Section 312 Rebate Fund (a) In the Resolution, the Issuer has covenanted to pay to the ited States the ite Amount, an amount equal to the Excess Earnings on the Gross Proc ds Funds, if at the times and in the manner required or permitted and subject to state pedal and allowable exceptions. 11 (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 ates as contemplated under the provisions of this Certificate and shall not constitute pa of the trust estate held for the benefit of the owners of the Bonds or the Issuer. (d) The Issuer will pay to the United States from legally available oney of the Issu (whether or not such available money is on deposit in any fund account related to e Bonds) any amount which is required to be paid to the U ' ed States. Section 3.3 Excentionq to RPhatP The Issuer reason bly expects that the Bonds are eligible for a or more exceptions from the arbitrage rebate rules s forth in the Regulations. If any Proce s are ineligible, or become ineligible, for an exception t the arbitrage rebate rules, the Issu will comply with the provisions of this Article III.\hE scription of the applicable ate exceptions is as follows: • Eighteen-Montcention The Gross Proceeds of the Bo ds are purposes for which the Bonds were iss d in 1) 15 percent spent wi ix 2) 60 percent spent w' in ne 3) 100 percent sp t within eil percent retainage for of more than to be expended for the governmental ee with the following schedule: months of the Closing Date; year of the Closing Date; n months of the Closing Date (subject to 5 year). In any event, the Issuer expects at the 5% reasonable taim of the Closing Date. For p ses of determining compli ca month spending periods, th amount of investment earning Issuer's reasonable expec tions that the average annual inter more than 6%. For pu uses of determining compliance with period, the amount of "nvestment earnings included shall be b Issuer fails to meet a foregoing expenditure schedule, the Is rebate requireme of the Code. to Treat as Construction Bonds. ge will be spent within 30 months with the six-month and twelve - eluded shall be based on the t rate on investments will be not e eighteen -month spending sdN on actual earnings. If the aer hall comply with the arbitrage Tlyd Issuer reasonably expects that more than 75 percent of the "ava proceeds" ("ACP") of the Bonds, as defined in Section 148(f)(4)(C)(vi) of th for construction expenditures. ACP includes the issue price of the issue plus such issue. Not less than the following percentages of the ACP will be spent following periods: 12 )le construction Code, will be used e earnings on vi in the 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; 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 Nginning on the Closing Date. A failure to spend an amount that does not exceed the lesser of N 3% of the issue price or (ii) $250,000, is disregarded if the Issuer ea�ercises due diligence t complete the Project. with respect to future earnings Pursuant t Section 1.148-7(h)(i)(3) of the Regulations, t Issuer shall calculate the amount of future ea ungs to be used in determining complian with the first three spending periods based on its r sonable expectations that the avera annual interest rate on investments of the ACP will be not ore than 5%. Compliance with e final spending period shall be calculated using actual a ngs. If the Issuer fails to in et the foregoing ex nditure schedule, the Issuer shall comply with the arbitrage rebate requir ents of the C e. Section 3.4 (a) As soon after ea Computation Date as practicable, the Issuer shall, if necessary, calculate and dete in e EEarnings on the Gross Proceeds Funds (the "Rebate Amount"). All cal lation,hxcess eterminations with respect to the Rebate Amount will be made on a basis ol facts as of the Computation Date and reasonable expectations s to future. (b) If the ebate Amount exceed the amount currently on deposit in the Rebate Fund, the I uer may deposit an amou in the Rebate Fund such that the balance in the Rebate Fu after such deposit equals the ebate Amount. If the amount in the Rebate Fund a eeds the Rebate Amount, the Iss r may withdraw such excess amount provided that uch withdrawal can be made from ounts originally transferred to the Rebate Fun and not from earnings thereon, which m not be transferred, and only if such wit rawal may be made without liquidating inve tments at a loss. 3.5 Rebate Requirements and the Bond Fund expected that the Bond Fund described in the Resolution d Section 2.6(c) of this will be treated as a bona fide debt service fund as defined in egulation 1.148-1(b). As sugh, any amount earned during a Bond Year on the Bond Fund and a ounts earned on such amounts, if allocated to the Bond Fund, will not be taken into account in ca ulating the Rebate Amount if the annual gross earnings on the Bond Fund for such Bond Year 13 less than $100,000 or if average annual debt service will not exceed $2,500,000. However, should annual oss earnings exceed $100,000 or should the Bond Fund cease to be treated as a bona fide debt s ice fund, the Bond Fund will become subject to the rebate requirements set forth in Section 3.4 ereof 3.6 Investment of the Rebate Fund (a) Immediately upon a transfer to the Reb/tObligations, e Iss may invest all amou is in the Rebate Fund not already invested and e to Fund, to the extent p ssible, in (I) SLGS, such investments to be md of not more than one-eigh of one percent above the Bond Yield, (2) TObligations, (3) direct obligations the United States or (4) certificates of dy bank or savings and loan associate . All investments in the Rebate Fund e to mature not later than the next Rekate Payment Date. (b) If th Issuer invests in SLGS, the I uer shall file timely subscription forms for such securi es (if required). To the tent possible, amounts received from maturing SLGS shall b reinvestedimmedia yin zero yield SLGS maturing on or before the next Rebate P ent Date. Section 3.7 Pa ent to th United tates (a) On each Rebate ent Date, the Issuer will pay to the United States at least ninety percent (90%) of th bate Amount less a computation credit of $1,000 per Bond Year for which the pa ent is ade. (b) The Issuer ill pay to thUnitec the Final Bond Retire m t Date all the re tabl attributable to such re stable arbitrage as d cr. (c) If n cessary, on each Rebate Pa the Internal Rev ue Service Center, Ogden, U' accompanied b a copy of Form 8038-T, Arbitr Bonds or otlr information reporting form as is applicable �gulations. Section X8 Records (a) The Issuer will keep and retain adequate reco s with respect to the Bo s, the Gross Proceeds Funds, the Bond Fund, and the Re to Fund until six years a r the Final Bond Retirement Date. Such records shall inclu descriptions of all alculations of amounts transferred to the Rebate Fund, if any, an calculations of amounts paid to the United States as required by t records will also show all amounts earned on moneys invested in actual dates and amounts of all principal, interest and redemption on the Bonds. States not later than sixty (60) days after arbitrage as of such date and any income )ed in Regulation 1.148-3(f)(2). Date, the Issuer will mail a check to Dl. Each payment shall be ebate, filed with respect to the red to comply with the Code and 14 ons of all ate. Such , and the (if any) paid (b) Records relating to the investments in such Funds shall completely describe all transfers, deposits, disbursements and earnings including: (1) 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, receip/einvestment tion, market value of such investment on the Final Bond Retiremld by the Issuer on the Final Bond Retirement Date, and market valuon e date pledged to the payment of the Bonds or the Closinrent from the purchase date. (2) the amount and source of each payme to, and the amount, pure e and the of each payment from, each suc Fund. Section 3.9 A dVto ents The Issuer hereby ato the United Sta s from legally available money of the Issuer (whether or not suchney is on depo t in any fund or account related to the Bonds) any amount which be paid to t United States, but which is not available in a fund related to the Bonr to the Rebate Fund or payment to the United States. FI RESTRICTIONS Section 4.1 The Issuer will not enter int any transact n that reduces the amount required to be deposited into the Rebate Fund or aid to the Unite States because such transaction results in a smaller profit or a larger loss th would have resulte if the transaction had been at arm's length and had the Bond Yield not be relevant to either part The Issuer will not invest or direct the investment of any funds in a anner which reduces an a unt required to be paid to the United States because such transact' n results in a small profit or 1 ger loss than would have resulted if the transaction had been at s length and had the Bond Yi d not been relevant to the Issuer. In particular, notwithsta ing anything to the contrary contain herein or in the Resolution, the Issuer will not invest or direct the investment of any funds in a er which would violate any provision of this Arti e IV. Section 4.2/ Market Price Requirement The Issuer will not purchase or direct the purchase f Taxable Obligations for mo Man the then available market price for such Taxable Obli ations. The Issuer will of sell, liquidate or direct the sale or liquidation of Taxable Obl ations for less than the en available market price. 15 (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 herei or in the R olution, the Issuer will invest or direct the investment of funds on posit in any Gro Proceeds Fund, the Bond Fund, and the Rebate Fund, in a ce ficate of deposit of a bank savings bank which is permitted by law and by the Resol ion only if the purchas rice of such a certificate of deposit is treated as its f (ir market value on the purchase\teandf the yield on the certificate of depositisless than (1) the yield on reasonablable direct obligations of the United St es; and (2) the highest yield that is puposted by the provider to be current available from the provider on reasonablable certificates of deposit offered o the public. (b) The c ificate of deposit desci executed by a dealer w maintains an active certificates of deposit anhnust be based on a term of that certificate of de)kosit and the stab: bank issuing the certificate Section 4.4 rrn paragraph 4.3(a) above must be mdary market in comparable I trades adjusted to reflect the size and and reputation of the bank or savings The Issuer will invest or direct th inv tment of funds on deposit in the Gross Proceeds Funds, the Bond Fund, and the Rebate and pu uant to an investment contract (including a repurchase agreement) on/vilders. following equirements are satisfied: (a) Thes a bona fide s icitation for the purchase of the investment. A bonelicitation is a solicita 'on that satisfies all of the following requirements: (1)pecifications are in ng and are timely forwarded to potential pr ( The bid specifications include all mat al terms of the bid. A term is mate al if it may directly or indirectly affect the yie or the cost of the (3) The bid specifications include a statement no 'ng potential P oviders that The of a bid is a representation that the p tential provider id not consult with any other potential provider about its bid, th t the bid was determined without regard to any other formal or informal agreem nt that the potential provider has with the issuer or any other person (whether not in connection with the Bonds), and that the bid is not being submitted so ly as a courtesy to the issuer or any other person for purposes of satisfying the requirements of paragraph (d)(6)(iii)(13)(1) or (2) of Section 1.148-5 of the Regulations. 16 I I i (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 f the solicitation take into account the Issuer's reasonably expected dep it and dl,wdown schedule for the amounts to be invested. (6) All potential providers have an equal opportunit o bid and no potentia rovider is given the opportunity to review other bi (i.e., a last look) before pro 'dine a bid. (7) t least three reasonably competitive roviders are solicited for bids. A reasonab competitive provider is a prod er that has anestablished industry reputation a competitive provider o e type of investments being purchased. (b) The bids received y the Issuerxeet all of the following requirements (1) The Issuer rec Issuer solicited under a bona paragraph (d)(6)(iii)(A) of S have a material financial into underwriting transaction issue until 15 days after as a financial advisor it least three bids from providers that the citation meeting the requirements of 148-5 of the Regulations and that do not ie issue. A lead underwriter in a negotiated have a material financial interest in the issue date respect to the the bid specificatio are forwarded to p interest in the iss . A provider that is a material financi interest in the issue is interest in the "ssue. the issue. In addition, any entity acting urchase of the investment at the time 't tial providers has a material financial rela d party to a provider that has a have a material financial (2) At least one of the three bids describe in paragraph (B)(1) of Section 1.148-5 of the Regulations i from a reasonably compe tive provider, within the meaning of paragraph ( 6)(iii)(A)(7) of Section 1.14 -5 of the Regulations. (3) If the Issuer uses an agent to conduct the biddin� rocess, the agent not bid to provide the investment. \\ (c) The winning bid meets the following requirements: 1) Guaranteed investment contracts. If the investment is a gi investment contract, the winning bid is the highest yielding bona fide bid (determined net of any broker's fees). 17 (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 inv stment contract certifies the administrative costs that it pays (or expects to pay, if any)\thirdparftlicsn connection with supplying the investment. suer will retain the following records with the bond d uments until threeast outstanding bond is redeemed: For purchases of guaranteed investment con acts, a copy of the for purchases of investments other than gu anteed investment purchase agreement or confirmation. (2) re receipt or other record of the ount actually paid by the Issuer for the inv ms, including a record/any any administrative costs paid by the Issuer, and the rtificafion under paragr h (d)(6)(iii)(D) of Section 1.148-5 of the Regulations. (3) For each 'd that is su fitted, the name of the person and entity submitting the bid, the tiro d da of the bid, and the bid results. (4) The bid solicita ' n form and, if the terms of the purchase agreement or the guaranteed ' v tment contract deviated from the bid solicitation form or a submitted bid is yfodifie a brief statement explaining the deviation and stating the purpose for th deviation. (5) For p chases of investor is other than guaranteed investment contracts, the cost the most efficient I folio of State and Local Government Series Securities, cteXined at the time tha the bids were required to be submitted purs t to the terms of the bid spe 'fications. Section 4.5 Reco ds The Issuer will aintain records of all purchases, sales, liqu ations, investments, reinvestments, redemp ions, disbursements, deposits, and transfers o mounts on deposit. Section 4.6/ Investments to be Leeal All inve merits required to be made pursuant to this Certificate shal be made to the extent pennitt d by law. In the event that any such investment is determined be ultra vires, it shall be liqu' ated and the proceeds thereof shall be invested in a legal investor t, provided that prior to rei esting such proceeds, the Issuer shall obtain an opinion of Bond Co sel to the effect tha such reinvestment will not cause the Bonds to become arbitrage bonds der Sections 103, 14 , 149, or any other applicable provision of the Code. IN ARTICLE V GENERAL COVENANTS The Issuer hereby covenants to perform all acts within its power necessary to ensure that the rea nable expectations set forth in Article II hereof will be realized. The Issuer r sonably expects t comply with all covenants contained in this Certificate. ARTICLE VI \"arbitra MENTS AND ADDITIONAL AGREEM TS Section 6of Bond Counsel; Amendments The varioof this Certificate need not be o served and this Certificate may be amended or suat any time by the Issuer if th ssuer receives an opinion or opinions of Bond the failure to comply with ch provisions will not cause any of the Bonds to becoa bonds" under the CM i- d th t th supplement will not cause any f the Bonds to 1 otherwise cause interest on any the Bonds to income tax purposes. Section 6.2 a e terms of such amendment or "arbitrage bonds" under the Code, or includable in gross income for federal The Issuer hereby covenants to e, execute and enter into (and to take such actions, if any, as may be necessary to enable it t do ) such agreements as may be necessary to comply with any changes in law or regulatio in ord to preserve the tax-exempt status of the Bonds to the extent that it may lawfully do s . The Issu further covenants (1) to impose such limitations on the investment or use of mon s or investme s related to the Bonds, (2) to make such payments to the United States easury, (3) to mar twin such records, (4) to perform such calculations, and (5) to perfo such other lawful ac as may be necessary to preserve the tax- exempt status of the Bonds. Section 6.3 The Internalvenue Service has not audited the Iss regarding any obligations issued by or on behalf of t Issuer. To the best knowledge of the Iss er, no such obligations of the Issuer are currentl under examination by the Internal Revenue ce. Section .4 Amendments Lxc pt as otherwise provided in Section 6.1 hereof, all the right powers, duties and obligation of the Issuer shall be irrevocable and binding upon the Issuer nd shall not be subject to amen el or modification by the Issuer. 19 20 EXHIBIT "A" PURCHASER'S CERTIFICATE I, the undersigned, do hereby certify that I am the , of Robert W. Baird & Co., c. of Milwaukee, Wisconsin (the "Purchaser"), hereby certifies as follows: 1. That the Purchaser and the City of Iowa City (the "Issuer"), have entere 'nto a contract (the " ntract") dated May 17, 2016 (the "Sale Date"), concerning purchas y the Purchaser from Is er of $8,795,000 General Obligation Bonds, Series 2016A, d ed June 16, 2016 (the'\thontract ) 2. That is in full force and effect and has not en repealed, rescinded or amended. 3. That the Purcha er hereby confirms that all of t Bonds have been the subject of a bona fide initial offering to the ublic (excluding bond ho es, brokers or similar persons or organizations acting in the capacit of underwriters, plat ent agents, or wholesalers) (the "Public") at the price for each maturiof the Bonds as own on the Final Official St - related to the issuance of the Bonds, an the Bonds to the Public, the Purchaser di affiliates or its affiliated accounts or for this Certificate, "affiliate" means any coi common control with the Purchaser, and or its affiliates that is controlled by the P affiliate has a beneficial ownership. / a ement nd thereto (the "Price"); and that in offering e or hold back any Bonds for itself, its person not part of the Public. For purposes of t controls, is controlled by, or is under I account" means any account of the Purchaser %an affiliate or in which the Purchaser or an 4. That on the Sale D based upon the Purc aser's assessment of then prevailing market conditions, the Price for #e -bonds of each maturity id not exceed the fair market value to the Public of the Bonds of s ch maturity as of the Sale Da . 5. That as of a Sale Date the Purchaser reasonably petted that (a) the first sale to the Public of an amount f Bonds of each maturity equal to ten per nt or more of such maturity of Bonds (the "First S stantial Block") would be at the Price for sur aturity and (b) no Bonds of any maturi would be sold at a higher price before the First S stantial Block of Bonds of such ma my was sold to the Public at the Price, and that, in ad ' ion, accrued interest It the date of iss cc of the Bonds by the Issuer will be paid by the investo purchasing the Be 6. That the Purchaser agrees that based upon the Price reflected herei the arbitrage yield on t e Bonds is 1.288889%, and that the weighted average maturity of the Bo ds based on the Pric reflected herein is 5.9526 years. � ) r EXHIBIT "B" CONSTRUCTION ISSUE CERTIFICATION I, the undersigned, do hereby certify that I am the of the City of Iowa City, Iowa. I acknowledge that this Certificate is given as the basis for certain ,presentations made in the Tax Exemption Certificate delivered by the City of Iowa City, State 0 owa (the "Issuer"), as of the date hereof, in connection with the issuance of $8,795,000 Gen al Obligation Bonds, Series 2016A, of the Issuer (the "Bonds"). T Issuer has elected to satisfy the requirements of Code Section 148( )(C)(iv)(I) based upon ' s reasonable expectations that more than 75% of the "available nstruction proceeds" of\ethp nds, as defined in Section 148(f)(4)(C)(vi) of the Cod ,are to be used for construction itures with respect to property to be owned by the suer as a governmental unit. Consa enditures means capital expenditures, s defined in Regulation 1.150- 1(b), that, onre t date the property financed by th xpenditures is placed in service, as defined in Ren 1.1 -2(c), will be properly charge le to or may be capitalized as part of the basis of (property, ther than expenditures r the acquisition of any interest in land or real propertyhan land, ( constructed perso property as defined in Regulation 1.148- 7(g)(3), or (3ally develop computer so areas defined in Regulation 1.148-7(g)(4), that is functielated and subo inate to r property or constructed personal property. As of the date of issue of the Bony,it is my opinion that at least 75% of the available construction proceeds of the Issue will >6 u d for construction expenditures as defined above. IN WITNESS WHEREOF/hereunto a)fix my official signature this day of .2016. � IOWA CITY, STATE OF IOWA r , . 131 CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and vered by the City of Iowa City, State of Iowa (the "Issuer"), in connection with the issuance 8,795,000 General Obligation Bonds, Series 2016A (the "Bonds") dated June 16, 2016. The s are being issued pursuant to a Resolution of the Issuer approved on May 17, 201 (the ution"). The Issuer covenants and agrees as follows: / Se ion 1. Purpose of the Disclosure Certificate. This Disclosure Certi cate is being executed an elivered by the Issuer for the benefit of the Holders and Ben tial Owners of the Bonds and in or r to assist the Participating Underwriters in complying ith S.E.C. Rule 15c2 - 12(b)(5). Section 2. Defini ' ns. In addition to the definitions set f h in the Resolution, which apply to any capitalized t \of Disclosure Certifica unless otherwise defined in this Section, the following capitaliall have the follo mg meanings: "Annual Financial Infoall mean fin tial information or operating data of the type included in the final Offint, provid at least annually by the Issuer pursuant to, and as described in, Sections 3s Discl ure Certificate. "Beneficial Owner" shallAb on which (a) has the power, directly or indirectly, to vote or consent with respect tse f ownership of, any Bonds (including persons holding Bonds through nomineees or ther intermediaries), or (b) is treated as the owner of any Bonds for federal iurpose "Business Day" shall meer than a Sat day or a Sunday or a day on which banks in Iowa are an or law to close. "Dissemination writing by the Issuer and designation. "Holders" books of the Reei shall mean the Issuer or any Diss has filed with the Issuer a written the registered holders of the Bonds, as "Listed /ents" shall mean any of the events listed in Section 5(a) Certificate. / Agent designated in ce of such in the registration Securities Rulemaking Board" or "MSRB" shall mean the Municil ing Board, 1300 I Street NW, Suite 1000, Washington, DC 20005. National Repository" shall mean the MSRB's Electronic Municipal Market Access a/k/a "EMMA" (emma.msrb.org). "Official Statement" shall mean the Issuer's Official Statement for the Bonds, dated , 2016. "Participating Underwriter" shall mean any of the original underwriters of the Bonds re uired to comply with the Rule in connection with offering of the Bonds. "Rule" shall mean Rule 15c2 -12(b)(5) adopted by the Securities and Exchange tCo fission under the Securities Exchange Act of 1934, as the same may be amended from time to time. shall mean the State of Iowa. 3. Provision of Annual Financial Information. The Issuer shall, or shall cause the Dissemination Agent to, nn ater than two hundred n (210) days after the end of the Issuer's fiscal year (presen June 30th), commence g with information for the 2015/2016 fiscal year, prove to the National Repository n Annual Financial Information filing consistent wi the requirements of Section 4 of is Disclosure Certificate. The Annual Financia formation filing must be submitted in ch format as is required by the MSRB (curr fly in "searchable PDF" format). The ual Financia] Information filing may b submitted as a single document or as separate do uments comprising a package. The ual Financial Information filing may cross-referen a other information as provided ' Section 4 of this Disclosure Certificate; provide that the audited financial st ents of the Issuer may be submitted separately from the b ance of the Annual Fin cial Information filing and later than the date required above fo he filing of the al Financial Information if they are not available by that date. I he Issuer's fisc year changes, it shall give notice of such change in the same marine as for a Lis d Event under Section 5(c). b) If the Issuer is unab to ovide to the National Repository the Annual Financial Information by the da equired in subsection (a), the Issuer shall send a notice to the Municipal Securities Ru ng Board, if any, in substantially the form attached as Exhibit A. c) The Disseminq bion Agent file Annual (if the Dissemination Agent i) the Is er certifying that the Annual Fin: to t 's Disclosure Certificate, stating the Information with the National r than the Issuer), file a report with I Information has been filed pursuant it was filed. Section Content of Annual Financial Information.a Issuer's Annual Financial Information fi ng shall contain or incorporate by reference the ollowin¢: /Yyta) The last available audited financial statements o e Issuer for the prior fiscal r�e prepared in accordance with generally accepted accoun g principles promulgated Financial Accounting Standards Board as modified in ac rdance with the governmental accounting standards promulgated by the Governor ntal Accounting Standards Board or as otherwise provided under State law, as in effect from time to time, 2 or, if and to the extent such financial statements/eaot been prepared in cordance with generally accepted accounting principles, nthe discrepancies t refrom and the effect thereof. If the Issuer's audited financial stnts for the prec mg years are not available by the time Annual Financial Informatrequired to b iled pursuant to S\Debt","Tax ti), the Annual Financial Information fhall contai unaudited financial of the type included in the final Offictement, d the audited financial shall be filed in the same manner as tual F' ancial Information when e available. table, schedule or other informationd as of the end of the preceding of the type contained in the final Offiatement under the captions aluations", "Trend of Valuations", "LTaxpayers", "Debt Limit", "Direct ates" and "Levies and Collections" Any or all of theitems ted above may be included y specific reference to other documents, including official stateme is of debt issues of the I suer or related public entities, which have been filed with the Nationa epository. The Iss er shall clearly identify each such other document so included by refe nee. Section 5. Re ortin of Si ificant ents. a) Pursuant to the prov i s of this Section, the Issuer shall give, or cause to be given, notice of the occurrence any of the following events with respect to the Bonds in a timely manner not later t Business Days after the day of the occurrence of the event: and interest ii. Nonhayment related iii. I/nscheduled draws on debt Unscheduled draws on credit financial difficulties; delinquencies; if material; reserves reflecting financial relating to the Bonds v. Substitution of credit or liquidity provide , or their failure to perform; vi. Adverse tax opinions, the issuance by the In\affe venue Service of roposed or final determinations of taxability, Notices ed Issue (IRS Form 5701-TEB) or other material notices or determinh respect to the tax-exempt status of the Series Bonds, or material evenng the tax-exempt status of the Bonds; vii. Modifications to rights of Holders of the Bonds, if viii. Bond calls (excluding sinking fund mandatory redemption, if material, and tender offers; ix. Defeasances of the Bonds; x. Release, substitution, or sale of property securing repayment of the Bonds, if material; , xi. Rating changes on the Bonds; xii. Bankruptcy, insolvency, recei/aa simila vent of the Issuer; Xig e consummation of a mergion, or acquisition ssuer or the sale of all or suall of the assetsof the Issuer, e ordinary course of businry into a definitive agreement ch an action or the terminaefinitive agreement relating to s, other than pursuant to itaterial; and xiv. Appol11�11ent of a success or additional trustee or the change of name of a trustee if lRaterial. b) Whenever the Issuer o ains a knowledge of the occurrence of a Listed Event, the Issuer shall determine i e occurrence is subject to notice only if material, and if so shall as soon as possible et ine if such event would be material under applicable federal securities law . c) If the Issuer dete ines that know dge of the occurrence of a Listed Event is not subject to in r determines such o urrence is subject to materiality and would be material unde applicable federal secun 'es laws, the Issuer shall promptly, but not later than 10 Busi ess Days after the occurrence f the event, file a notice of such occurrence with th unicipal Securities Rulemaking oard through the filing with the National Renosit Section 6. Te ination of Re ortin Obligation. The Issuer's bligations under this Disclosure Certific e shall terminate upon the legal defeasance, prior r emption or payment in full of all of the B rids or upon the Issuer's receipt of an opinion of nation y recognized bond counsel to the a ect that, because of legislative action or final judicial actio r administrative actions or pro edings, the failure of the Issuer to comply with the terms hereo will not cause Paco t atin nderwn ers to be in violation of the Rule or other applicable requ ements of the Securities xchange Act of 1 934 , as amended. ection 7. Dissemination Agent. The Issuer may, from time to time, appoint or gag, Disse ination Agent to assist it in carrying out its obligations under this Disclosure Certi at and ay discharge any such Agent, with or without appointing a successor Dissemination A Th Dissemination Agent shall not be responsible in any manner for the content of any notice re ort prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination gent 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: M 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 Bonds, or the type of business conducted; b) The undertaking, as amended or taking into account such waiver, wou , in the opim of nationally recognized bond counsel, have complied with the requir ents of the Rul t the time of the original issuance of the Bonds, after taking into a ount any amendmen or interpretations of the Rule, as well as any change in circu stances; and c) The endment or waiver either (i) is approved by the Hol ers of the Bonds in the same mann a rcvided in the Resolution for amendments to e Resolution with the consent of Holder or (ii) does not, in the opinion of nation y recognized bond counsel, materially imp ' the interests of the Ho/principles, ne cial Owners of the Bonds. In the event of any amendment or w 'ver of a provision losure Certificate, the Issuer shall describe such amendment in the xt Annual Finanation filing, and shall include, as applicable, a narrative explan tion of the reasmendment or waiver and its impact on the type (or in the case of a than e of accountes, on the presentation) of financial information or operating data being resented b. Section 9. Additional Information. Nothi i this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating a ther information, using the means of dissemination set forth in this Disclosure Certific to or y other means of communication, or including any other information in any Annual inancial ormation filing or notice of occurrence of a Listed Event, in addition to t at which is req 'red by this Disclosure Certificate. If the Issuer chooses to include any info ion in any Annual 'nancial Information filing or notice of occurrence of a Listed Event i ddition to that which is ecifically required by this Disclosure Certificate, the Issuer shall ave no obligation under this ertificate to update such information or include it in any futur Annual Financial Information fi ' g or notice of occurrence of a Listed Event. Section 10. Default. In a event of a failure of the Issuer to comply w' any provision of this Disclosure Certificate, ny Holder or Beneficial Owner of the Bonds may a such actions as maybe necessary d appropriate, including seeking mandate or specific erformance by court order, to cause th Issuer to comply with its obligations under this Disclosure Certificate. Direct, indi ct, consequential and punitive damages shall not be recoverabl by any person for any default ereunder and are hereby waived to the extent permitted by law. A default under this D' closure Certificate shall not be deemed an event of default under the Resolution, and th sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to co ly with this Disclosure Certificate shall be an action to compel performance. :ctigh 11. Duties Immunities and Liabilities of Dissemination Agent. The it' n Agent shall have only such duties as are specifically set forth in this Disclosure and the Issuer agrees to indemnify and save the Dissemination Agent, its officers, employees and agents, harmless against any loss, expense and liabilities which it may ng out of or in the exercise or performance of its powers and duties hereunder, I . c 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 q the Dissemination Agent and payment of the Bonds. Section 12. Beneficiaries. This Disclosure Certificate shall inure solel/aBeneficial nefit of the Iss r, the Dissemination Agent, the Participating Underwriters and Holde Owners mtime to time of the Bonds, and shall create no rights in any other entity. Date: �, day of 2016. ATTEST: M City CITY OF IOWA CV�', STATE OF IOWA 103n TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUALINANCIAL INFORMATION // Name of Issu : City of Iowa City, Iowa. Name of Bond Is e: $8,795,000 General Obligation Bonds, Series 16A Dated Date of Issue: une 16, 2016 NOTICE IS HER BY GIVEN that the Issuer has no provided Annual Financial Information with respect to e above-named Bonds as re ired by Section 3 of the Continuing Disclosure Certificate delive d by the Issuer in connec 'on with the Bonds. The Issuer anticipates that the Annual Fin ncial Information will e filed by Dated: day of 20 CITY OF IOWA CITY, STATE OF IOWA By: Its: (�5 May 17, 2016 The Finance Director of the City of Iowa City, State of Iowa, met in City Hall, 410 E. Washington, Iowa City, Iowa, at 10:00 A.M., on the above date, to open sealed bids received, access electronic bids and to refer the sale of the Bonds to the best and most favorable bidder for cash, subject to approval by the City Council at 7:00 P.M. on the above date. The following persons were present: Dennis Bockenstedt, Marian Karr, Jon Burmeister - 1 - This being the time and place for the opening of bids for the sale of $620,000 (Subject to Adjustment per Terns of Offering) Taxable General Obligation Bonds, Series 2016B, the meeting was opened for the receipt of bids for the Bonds. The following actions were taken: Sealed bids were filed and listed in the minutes while unopened, as follows: Name & Address of Bidders: (Attach List of Bidders) 2. The Finance Director then declared the time for filing of sealed bids to be closed and that the sealed bids be opened. The sealed bids were opened and announced. -2- a Q Electronic bids received were accessed and announced as follows: Name & Address of Bidders: (Attach List of Bidders) Name Hutchinson, Shockey, Erley & Co Northland Securities, Inc. UMB Bank, N.A. Address Chicago, IL Minneapolis, MN Kansas City, MO The best bid was determined to be as follows: Name & Address of Bidder: Hutchinson, Shockey, Erley & Co. 222 W. Adams Street, #1700 Chicago, IL 60606 True Interest Rate (as -bid): .9797% Net Interest Cost (as -bid): $5,863.13 In consultation with the Municipal Advisor, the City considered the adjustment of the aggregate principal amount of the Bonds and each scheduled maturity thereof in accordance with the Terms of Offering and the following actions were taken: Final Par Amount as adjusted: $610,000 Purchase Price as adjusted: $615,923.10 All bids were then referred to the Council for action. -3- May 17, 2016 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 7:00 P.M., on the above date. There were present Mayor Throgmorton in the chair, and the following named Council Members: Botchway, Cole, Mims, Taylor, Thomas, Throgmorton Absent: Dickens Vacant: Council Member Botchway introduced the following Resolution entitled "RESOLUTION DIRECTING SALE OF $610,000 TAXABLE GENERAL OBLIGATION BONDS, SERIES 2016B," and moved its adoption. Council Member Thomas seconded the motion to adopt. The roll was called and the vote was, AYES: Botchway, Cole, Mims Taylor, Thomas, Throgmorton NAYS: None ABSENT: Dickens Whereupon, the Mayor declared the following Resolution duly adopted: Resolution No 16-163 RESOLUTION DIRECTING SALE OF $610,000 TAXABLE GENERAL OBLIGATION BONDS, SERIES 2016B WHEREAS, bids have been received for the Bonds described as follows and the best bid received (with permitted adjustments, if any) is determined to be the following: $610,000 TAXABLE GENERAL OBLIGATION BONDS, SERIES 2016B Bidder: Hutchinson, Shockey, Erley & Co. of Chicago, Illinois The terms of award: Final Par Amount as adjusted: $610,000 Purchase Price as adjusted: $ 615,923.10 True Interest Rate: .9797% Net Interest Cost: $5,768.57 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, STATE OF IOWA: Section 1. That the bid for the Bonds as above set out is hereby determined to be the best and most favorable bid received and, the Bonds are hereby awarded as described above. -5- Section 2. That the statement of information for Bond bidders and the form of contract for the sale of the Bonds are hereby approved and the Mayor and Clerk are authorized to execute the same on behalf of the City. Section 3. That the notice of the sale of the Bonds heretofore given and all acts of the Clerk done in furtherance of the sale of the Bonds are hereby ratified and approved. PASSED AND APPROVED this 17th day of May, 2016. ATTEST: City N�Kyor M 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 records of the City showing proceedings of the 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 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 Council hereto affixed this 17th day of May 2016. City Oerk, City of Iowa City, State of Iowa (SEAL) 01237715-1\10714-121 Council Member introduced the following Resolution entitled "RESOLUTION DIRECTING SALE OF $ TAXABLE GENERAL OBLIGATION BONDS, SERIES 2016B," and moved its adoption. Council Member seconded the motion to adopt. The roll was called and the vote was, AYES: NAYS: Whereupon, the Mayor RESOLUTION DIRECT TAXABLE GENERAL WHEREAS, bids have been rece bbr received (with permitted adjustments, if $ TA)i BONDS, SERIES 2016B Bidder: The terms of award: Final Par Amount as adjusted: $ Purchase Price as adjusted: $ True Interest Rate: Net Interest Cost: $ the following P ING SALE OF `DBLIGATION ed for the B6 ed is determi of duly adopted: SERIES 2016B described as follows and the best bid to be the following: OBLIGATION NOW, THEREFORE, -BE IT RESOLVED BY "HE CITY COUNCIL OF THE CITY OF IOWA CITY, STATE OF IOWA: \ Section 1. That the bid for the Bonds as above set out is hereby determined to be the best and most favorable bid/received and, the Bonds are hereby awarded as described above. Section 2. Th t the statement of information for Bond biddrrs and the form of contract for the sale of the Bzds are hereby approved and the Mayor and Clerk are authorized to execute the same on behalf of the City. -5- Section 3. That the notice of the sale of the Bonds heretofore given and all acts of the Clerk done in furtherance of the sale of the Bonds are hereby ratified and approved. Late Handouts Distributed 5�/7 Ile,- (Date) /G(Date) May 17, 2016 The Finance Director of the City of Iowa City, State of Iowa, met in City Hall, 410 E. Washin on, Iowa City, Iowa, at 10:00 A.M., on the above date, to open sealed bids received, access elebqonic bids and to refer the sale of the Bonds to the best and most favorable bidder for cash, subjec o approval by the City Council at 7:00 P.M. on the above date. The following persons were present: Manan Karr, Jon ***A** - 1 - This being the time and place for the opening of bids for the sale of $620,000 (Subject to Adjustment per Terms of Offering) Taxable General Obligation Bonds, Series 2016B, the rkeeting was opened for the receipt of bids for the Bonds. The following actions were taken: Sealed bids were filed and listed in the minutes while unopened, as follows: (Attach List of Bidders) to be closed and that 3. Electronic bids received were accessed and announced as follows: Name & Address of Bidders: (Attach List of Bidders) Name Address Hut ' son, Shockey, Erley & Co. Chicago, IL Northl Securities, Inc. Minneapolis, MN UMB Bank, A. Kansas City, MO 4. The best bid was determined to Name & Address of Bidder: Xutchinso Shockey, Erley & Co. 222 W. AdanX Street, #1700 Chicago, IL 6 06 True Interest Rate (as id): .9797% \ Net Interest Cost s -bid): $5,863.13 In consultatio with the Municipal Advisor, the City aggregate principal ount of the Bonds and each scheduled the Terms of Offe g and the following actions were tak en. Final P Amount as adjusted: $610,000 Pur ase Price as adjusted: $615,923.10 All bid were then referred to the Council for action. -3- d the adjustment of the thereof in accordance with 41 We Handouts Distributed ti/rz Council Member introduced the following R �p n entitled �� LUTION DIRECTING SALE OF $610,000 TAXABLE GENERAL O)MIL ATION 3, SERIES 2016B," and moved its adoption. Council Member :d the motion to adopt. The roll was called and the vote was, AYES: NA Whereupon, the RESOLUTION GENERAL OB declared the following Resolution WHEREAS, bids have been re received (with permitted adjustments, $610,000 TAXABLE SERIES 2016B Bidder: Hutchinson, The terms of award: G SALE OF $'fy10,000 TAXABLE BONDS, S)WES 2016B forXe Bonds described as follows and the best bid i etermined to be the following: OBLIGATION BONDS, Erley 4Co. of Chicago, Illinois Final Par Amount adjusted: $610,000 Purchase Price/as adjusted: $ 615,923.10 True Interc6t Rate: .9797% Net Intdrest Cost: $5,768.57 NQ/W, THEREFORE, BE IT RESOLVED BY THE CITY OF IOWA CITY, STATE OF IOWA: Section 1. That the bid for the Bonds as above set out is hereby st favorable bid received and, the Bonds are hereby awarded as -5- OF THE CITY !d to be the best above. Section 2. That the statement of information for Bond bidders and the form of contract for the sale of the Bonds are hereby approved and the Mayor and Clerk are authorized to execute the same on behalf of the City. Section 3. That the notice of the sale of the Bonds heretofore given and all acts of the done in furtherance of the sale of the Bonds are hereby ratified and approved. ATTEST: City Clerk AND APPROVED this 17th day of May, 2016. Mayor Broil May 17, 2016 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 7:00 P .M., on the above date. There were present Mayor Throgmorton in the chair, and the following named Council Members: Cole, Botchway, Mims Taylor Thomas Thro morton Absent: Dickens Vacant: None -1- IL( May L( - Council Member Mims introduced the following resolution entitled "RESOLUTION APPOINTING U.S. BANK NATIONAL ASSOCIATION OF ST. PAUL, MINNESOTA, TO SERVE AS PAYING AGENT, BOND REGISTRAR, AND TRANSFER AGENT, APPROVING THE PAYING AGENT AND BOND REGISTRAR AND TRANSFER AGENT AGREEMENT AND AUTHORIZING THE EXECUTION OF THE AGREEMENT", and moved that the resolution be adopted. Council Member Botchway seconded the motion to adopt. The roll was called and the vote was, AYES: Botchway, Cole, Mims Taylor, Thomas, Throgmorton NAYS: ABSENT: Dickens Whereupon, the Mayor declared said Resolution duly adopted as follows: Resolution No 16-164 RESOLUTION APPOINTING U.S. BANK NATIONAL ASSOCIATION OF ST. PAUL, MINNESOTA, TO SERVE AS PAYING AGENT, BOND REGISTRAR, AND TRANSFER AGENT, APPROVING THE PAYING AGENT AND BOND REGISTRAR AND TRANSFER AGENT AGREEMENT AND AUTHORIZING THE EXECUTION OF THE AGREEMENT WHEREAS, $610,000 Taxable General Obligation Bonds, Series 2016B, dated June 16, 2016, have been sold and action should now be taken to provide for the maintenance of records, registration of certificates and payment of principal and interest in connection with the issuance of the Bonds; and WHEREAS, this Council has deemed that the services offered by U.S. Bank National Association of St. Paul, Minnesota, are necessary for compliance with rules, regulations, and requirements governing the registration, transfer and payment of registered bonds; and WHEREAS, a Paying Agent, Bond Registrar and Transfer Agent Agreement (hereafter "Agreement") has been prepared to be entered into between the City and U.S. Bank National Association. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, STATE OF IOWA: -2- 1. That U.S. Bank National Association of St. Paul, Minnesota, is hereby appointed to serve as Paying Agent, Bond Registrar and Transfer Agent in connection with the issuance of $610,000 Taxable General Obligation Bonds, Series 2016B, dated June 16, 2016. 2. That the Agreement with U.S. Bank National Association of St. Paul, Minnesota, is hereby approved and that the Mayor and Clerk are authorized to sign the Agreement on behalf of the City. PASSED AND APPROVED this 17th day of May, 2016. ATTEST: City clerk M or IX -3- AGREEMENT RELATING TO PAYING AGENCY, REGISTRAR AND TRANSFER AGENCY THIS PAYING AGENT/BOND REGISTRAR AGREEMENT (this "Agreement"), is entered into as of June 16o, 2016 by and between the City of Iowa City, Iowa (the "Issuer"), and U.S. Bank National Association ('Bank"), as Paying Agent and Bond Registrar. RECITALS WHEREAS the Issuer has duly authorized and provided for the issuance of its Bonds, entitled Taxable General Obligation Bonds, Series 2016B (the "Bonds") in an aggregate principal amount of $620,000 to be issued as fully registered bonds without coupons; WHEREAS the Issuer will ensure all things necessary to make the Bonds the valid obligations of the Issuer, in accordance with thein terms, will be done upon the issuance and delivery thereof; WHEREAS the Issuer and the Bank wish to provide the terms under which Bank will act as Paying Agent to pay the principal, redemption premium (if any) and interest: on the Bonds, in accordance with the terms thereof, and under which the Bank will act as Registrar for the Bonds; WHEREAS the Bank has agreed to serve in such capacities for and on behalf of the issuer and has full power and authority to perform and serve as Paying Agent and Bond Registrar for the Bonds; WHEREAS the Issuer has duly authorized the execution and delivery of this Agreement; and all things necessary to make this Agreement a valid agreement have been done. NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE Section 1.01. Definitions. For all purposes of this Agreement except as otherwise expressly provided or unless the context otherwise requires: Definition of Terms. The terms "item", "receipC', "transfer", "turnaround", "process", "business day", and other terms used throughout the Agreement shall be deemed to have the meanings provided in Rules 17Ad-1 and 17Ad-2 of the Regulations promulgated pursuant to the Securities Exchange Act of 1934 and Section 76.10(4) of the Code of Iowa, as amended and in effect from time to time. "Bank" means ITS. Bank National Association, a national banking association organized and existing under the laws of the United States of America. "Bond Register" means the book or books of registration kept by the Bank in which are maintained the names and addresses and principal amounts registered to each Registered Owner. "Fiscal Year" means the fiscal year of the. Issuer ending on June 30 of each year. "Issuer" means City of Iowa City. "Paying Agent" means the Bank when it is performing the function of paying agent for the Bonds. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or govermuent or any agency or political subdivision of a government or any entity whatsoever. "Registered Owner" means a Person hr whose name a Bond is registered in the Bond Register. "Registrar" means the Bank when it is performing the function of registrar forthe Bonds. "Stated Maturity" when used with respect to any Bond means the date specified in the Bond as the date on which the principal of such Bond is due and payable. ARTICLE Two APPOINTMENT OF BANK AS PAYING AGENT AND BOND REGISTRAR Section 2.01. Appointment and Acceptance. The Issuer hereby appoints the Bank to act as Paying Agent with respect to the Bonds, to pay to the Registered Owners in accordance with the terms and provisions of this Agreement the principal of, redemption premium (if any), and interest on all or any of the Bonds. The Issuer hereby appoints the Bank as Registrar with respect to the Bonds. As Registrar, the Bank shall keep and maintain for and on behalf of the Issuer, books and records as to the ownership of the Bonds and with respect to the transfer and exchange thereof as herein provided. The Bank hereby accepts its appointment, and agrees to act as Paying Agent and Bond Registrar. Section 2,02. Compensation. As compensation for the Bank's services as Paying Agent and Bond Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in. The Bank's proposal for paying agent/registrar services dated March 12, 2015. In addition, the Issuer agrees to reimburse the Bank, upon its request, for all reasonable and necessary out- of-pocket expenses, disbursements, and advances, including without limitation the reasonable fees, expenses, and disbursements made or incurred by the Bank in connection with entering into and performing under this Agreement. ARTICLE TIIREE PAYING AGENT Section 3.01. Duties of Paying Agent As Paying Agent, the Bank, provided sufficient collected funds have been provided to it for such purpose by or on behalf of the Issuer, shall pay on behalf of the Issuer the principal of, redemption premium, if airy, and interest on each Bond in accordance with the provisions of the Bond. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of, redemption premium (if any) and interest on the Bonds , to the extent such funds have herein been provided by the Issuer, as follows: (a) At least three business days prior to each payment date Issuer will deposit with the Agent in immediately available funds such amount as is required to make such payment. (b) One business day before each payment date Agent will pay interest and, upon presentation and surrender of the matured or called Obligations, will pay principal to each registered owner of the Obligations as of the record date by mailing a check to each such owner. In any case where the date of maturity of interest on or principal of the Obligations or the date fixed tier redemption of any Obligations shall be a Sunday or a legal holiday or a day on which the banking institutions are authorized by law to close, then payment of interest or principal may be made on the succeeding business day with the same force and effect as if made on the date of maturity or the date fixed for redemption. Provided, however, that payment of principal shall be made not later than the second day after receipt of the matured Obligation. (c) When the Agent shall receive notice from Issuer of its option to redeem Obligations prior to maturity, the Agent shall select the Obligations to be redeemed and give notice of the redemption thereof, all in accordance with the terms of the Obligations and the Resolution. The Bank shall not be required to pay interest on any funds of the Issuer for any period during which such funds are held by the Bank awaiting the presentation of the Bonds for payment. ARTICLE FOUR REGISTRAR Section 4.01, Initial Delivery of Bonds. The Bonds will be initially registered and delivered to the purchaser designated by the Issuer as one Bond for each maturity. If such purchaser delivers a written request to the Bank not later than five business days prior to the date of initial delivery, the Bank will, on the date of initial delivery, deliver Bonds of authorized denominations, registered in accordance with the instructions in such written request, Section 4.02. Duties of Registrar. The Bank shall provide for the proper registration of transfer, exchange and replacement of the Bonds. Every Bond surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which as been guaranteed by an eligible guarantor hrstitution, in form acceptable to the Bank, duly executed by the Registered Owner thereof or his attorney duly authorized in writing. The Registrar may request any supporting documentation it deems necessary or appropriate to affect a re -registration, Bank shall comply at all times with such rules, regulations, and requirements as may govern the registration, transfer and payment of registered Bonds including without limitation Chapters 76, 384, 554.8101 et seq. Code of Iowa and standards issued from time to time by the Municipal Securities Rulemaking Board of the United States and any other securities industry standard and the requirements of the Internal Revenue Code of 1486. For purposes of determining the registered owners of the Bonds, the record date shall be deemed to be the fifteenth day of the month preceding the date on which payment of principal, premium, if any, or interest is payable to the registered owners of the Bonds ("payment date") whether such payment is due to optional redemption, operation of a sinking fund, or for any other reason. Bank agrees that it will turnaround within three business days of receipt all items received in proper form for transfer, process or other action pursuant to the terms of this Agreement. Bank will promptly cancel and deliver to Issuer all Bonds or certificates representing the Bonds surrendered to it upon payment of the principal, premium, if any, and interest owing on such Bonds. In the event any payment check representing payment of interest or principal on the Bonds is returned to the Bank or is not presented for payment, or if any Bonds is not presented for payment of principal or premium, if any, at the maturity or redemption date, if funds sufficient to pay such interest on Bonds shall have been made available to the Bank for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Bonds shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Bank to hold such funds, without liability for interest thereon, for the benefit of the owner of such Bonds who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Agreement or on, or with respect to, such interest or Bonds. The Bank's obligation to hold such funds shall continue for a period equal to two years and six months following the date ort which such interest or principal became due, whether at maturity, or at the date fixed for redemption thereof, or otherwise, at which time the Bank, shall surrender any remaining funds so held to the Issuer, whereupon any claim under this Agreement by the Owners of such interest or Bonds of whatever nature shall be made upon the Issuer. Section 4.03. Unauthenticated Bonds. The Issuer shall provide to the Bank on a continuing basis, an adequate inventory of unauthenticated Bonds to facilitate transfers. The Bank agrees that it will maintain such unauthenticated Bonds in safekeeping. Section 4.04. Form of Bond Register, The Bank as Registrar will maintain its records as Bond Registrar in accordance with standards issued from time to time by the Municipal Securities Rulemaking Board of the United States and any other securities industry standard and the requirements of the Internal Revenue Code of 1986 and Chapter 76 of the Code of Iowa. Section 4.05. Reports, The records of Bank shall be in such form as to be in compliance with standards issued from time to time by the Municipal Securities Rulemaking Board of the United States and any other securities industry standard and the requirements of the Internal Revenue Code of 1986 and Chapter 76 of the Code of Iowa. Bank's records in connection with the Bonds shall remain confidential records entitled to protection and confidentiality pursuant to Section 22.7(17), Code of Iowa. Agent agrees that its use of the records will be limited to the purposes of this Agreement and that Agent will make no private use or permit any private access thereto. The Bank will not release or disclose the content of the Bond Register to any person other than to the Issuer at its written request, except upon receipt of a subpoena or court order or as may otherwise be required by law. Upon receipt of a subpoena or court order the Bank will notify the Issuer, Section 4.06. Cancelled Bonds. All Bonds surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Bank, shall be promptly cancelled by it and, if surrendered to the Issuer, shall be delivered to the Bank and, if not already cancelled, shall be promptly cancelled by the Bank. The Issuer may at any time deliver to the Bank for cancellation any Bonds previously authenticated and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Bank. All cancelled Bonds held by the Bank for its retention period then in effect and shall thereafter be returned to the Issuer . Section 4.47, Mutilated, Lo sk Stolen or Destroyed Bonds. In case any Bond shall become mutilated or be destroyed, stolen or lost, the Bank shall deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Bank in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing by the owner with the Bank of evidence satisfactory to the Bank that such Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Bank of an appropriate bond of indemnity in form, substance and amount as may be required by law and as is satisfactory to the Bank. All Bonds so surrendered to the Bank shall be canceled by it and evidence of such cancellation shall be given to the Issuer. If die mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Bond prior to payment, provided that the owner shall first provide the Bank with a bond of indemnity as set forth above. ARTICLE FIVE THE BANK Section 5.01,11uties of Bank. The Bank undertakes to perform the duties set forth herein. No implied duties or obligations shall he read into this Agreement against the Bank The Bank hereby agrees to use the funds deposited with it for payment of the principal of and interest on the Bonds to pay the same as it shall become due and further agrees to establish and maintain such accounts and funds as may be required for the Bank to function as Paying Agent. Section 5.42.Rebance on Documents. Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions expressed therein, on certificates or opinions famished to the Bank by the Issuer. (b) Bank may rely conclusively and act, without further investigation, upon any list, instruction, certification, authorization, certificate or other instrument or paper suitably guaranteed and believed by it in good faith and due diligence in performing its functions to be genuine and to have been signed, countersigned or executed by awry duly authorized person or persons or upon the instruction of any authorized officer of Issuer or upon the advice of Issuer's counsel; and may register any certificate representing the Bonds or may refuse to register any such certificate if in good faith Bank deems such refusal necessary in order to avoid any Iiability on the part of either Issuer or Batik, and Issuer agrees to indemnify and hold harmless the Bank from and against any and all losses, costs, claims and liability for so relying or acting or refusing to act. (c) No provision of this Agreement shall requite the Bank to expend or risk or use its own fiords for performance of any of its duties hereunder (d) The Bank may consult with counsel for the Issuer, and the written advice or opinion of counsel for the Issuer shall be full authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and reliance thereon. (e) The Bank shall not be responsible for delays or failures in performance resulting firm acts beyond its control, including without lunitation acts of God, strikes, lockouts, riots, acts of war or terror, epidemics, governmental regulations, fire, communication line falures, computer viruses, power failures, eathquakes or other disasters. (f) The Bank is authorized, to comply with final orders issued or process entered by any court of competent jurisdiction with respect to any money held by the Bank hereunder. If any portion of money held by the Bank hereunder is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Bank is authorized, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by the Issuer; and if the Bank complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. Section 5.03. Recitals of Issuer. The recitals contained in the Bonds shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness. Section 5.04. May Own Bonds. The Bank, in its individual or any other capacity, may become the owner or pledgee of Bonds with the same rights it would have if it were not the Paying Agent and Bond Registrar for the Bonds. Section 5.05. Money Held by Bank. Money held by the Bank hereunder need not he segregated front other funds. The Bank shall have no duties with respect to investment of funds deposited with it and shall be under no obligation to pay interest on any money received by it hereunder. Any money deposited with or otherwise held by the Batik for the payment of the principal, redemption premium (if any) or interest on any Bond and remaining unclaimed, by the Registered Owner (or by the Issuer (which claim by the Issuer shall be made in writing) after maturity and prior to cscheatment) will be escheated pursuant to Iowa law,. If funds are returned to the Issuer, the Issuer and the Bank agree that the Registered Owner of such Bond shall thereafter look only to the Issuer for payment thereof, and that all liability of the Bank with respect to such moneys shall thereupon cease. Section 5.06, Other Transactions, The Bank may engage in or be interested in any financial or other transaction with the Issuer. Section 5.07, hrteroleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or eontnversy over its person as well as funds on deposit, in a court situated in Johnson County Iowa. The Issuer and the Bank further agree that the Bank has the right to file an action in interpleader in any court situated in Johnson County Iowa to determine the rights of any person claiming any interest herein. Section 5.08 Insurance. The Bank shall carry insurance in the types and amounts for the duration of this agreement as listed in the Issuer's request for paying agent/registrar services dated February 20, 2015. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement maybe amended only by an agreement in writing signed by both of the parties hereto. Section 6.02, Assignment. This Agreement may not be assigned by either patty without the prior written consent of die other party. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed, faxed, sent pdf or delivered to the Issuer or the Bank, respectively, at the address shown below, or such other address as may have been given by one patty to the other by fifteen (15) days written notice: If to the Issuer: City of Iowa City Finance Department C/o Finance Director 410 E. Washington Sheet Iowa City, IA 52240-1826 Facsimile: 319-341-4008 If to the Bank: U.S. Bank National Association 60 Livingston Avenue St. Paul MN 55107 Facsimile: 651-466-7431 Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience of reference only and shall not affect the construction hereof. Section 6.05. Successors and Assigns All covenants and agreements herein by the Issuer and the Batik shall bind their successors and assigns, whether so expressed or not. Section 6.06. Severability. If any provision of this Agreement shall be determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impahed thereby. Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim hereunder. Section 6.08. Entire Agreement. This Agreement shall constitute the entire agreemeut between the parties hereto relative to the Bank acting as Paying Agent and Bond Registrar. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Term and Termination. This Agreement may be terminated by either party by giving the other party at least 90 days advance written notice. At termination of the Agreement, Agent shall deliver to Issuer any and all records, documents or other writings made or accumulated in the performance of its duties under this Agreement and shall refund the unearned balance, if any, of fees paid in advance by Issuer. If the Bank shall resign, or become incapable of acting, the Issuer shall promptly appoint a successor Paying Agent and Bond Registrar Section 6.11. Governing Law. This Agreement shall be construed in accordance with and shall be governed by the laws of the State of Iowa. Section 6.12. Documents to be Filed with Bank, At the time of the Bank's appointment as Paying Agent and Bond Registrar, the Issuer shall file with the Bank the following documents: (a) a specimen Bond; (b) a copy of the opinion of bond counsel provided to the Issuer in connection with the issuance of the Bonds; and (c) such other relevant information that the Bank may request. Section 6.13. Patriot Act Compliance. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. For a non -individual person such as a business entity, a charity, a Trust or other legal entity we will ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. Section 6.14. Examination of Records. Issuer or its duly authorized agents may examine all records relating to the Obligations at the principal office of the Agent at reasonable times as agreed upon with the Agent and such records shall be subject to audit from time to time at the request of Issuer or Agent. The Agent, on request, will furnish Issuer with a list of the names, addresses, and other information concerning the owners of the Obligations or any of them. IN WITNESS WHEREOF, the Issuer and the Bank have caused this agreement to be executed in their respective names by their duly authorized representatives, in two counterparts, each of which shall be deemed an original. City of Iowa City,/Issuer / By: Its: By �'1lLac� prig vt/ Its: U.S. Bank National Association, as Authentication Agent, Transfer Agent, Registrar and Paying Agent Authorized Representative 01097925-1\10714-119 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 records of the City showing proceedings of the 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 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 Council hereto affixed this 17th day of May 2016. City Clerk, City of Iowa City, State of Iowa (SEAL) 01237715-1\10714-121 Council Member introduced the following resolution entitled "RESOLUTION APPOINTING U.S. BANK NATIONAL ASSOCIATION OF ST. PAUL, MINNESOTA, TO SERVE AS PAYING AGENT, BOND REGISTRAR, AND TRANSFER AGENT, APPROVING THE PAYING AGENT AND BOND REGISTRAR AND TRANSFER AGENT AGREEMENT AND AUTHORIZING THE EXECUTION OF THE AGREEMENT", and moved that the resolution be adopted. Council Member seconded the motion to adopt. The roll was called and the vote was, AYES: NAYS: Whereupon, the Mayor declared RESOLUTION APPOINTIIJ ASSOCIATION OF ST. PAII PAYING AGENT, BOND R AGENT, APPROVING THE REGISTRAR AND TRANSI AUTHORIZING THE EXEC Resolution duly adopted as follows: 3 U.S. BA NATIONAL L, MINN�SOTA, TO SERVE AS 'GIST R, AND TRANSFER AY�IG AGENT AND BOND GENT AGREEMENT AND U ION OF THE AGREEMENT WHEREAS, $ TaXab dated June 16, 2016, have been sold and a�tion maintenance of records, registration of crtifica connection with the issuance of the Bods; and WHEREAS, this Council Association of St. Paul, Minnesol requirements governing the regis WHEREAS, a Paying "Agreement") has been prep Association. General Obligation Bonds, Series 2016B, ould now be taken to provide for the \and payment of principal and interest in ;erred that th services offered by U.S. Bank National necessary for mpliance with rules, regulations, and , transfer and pa ent of registered bonds; and ent, Bond Registrar and Vansfer Agent Agreement (hereafter to be entered into betwee the City and U.S. Bank National NOW, THERE179RE, BE IT RESOLVED BY THE CI'1'\Y COUNCIL OF THE CITY OF IOWA CITY, STAT] OF IOWA: -2- 1. That U.S. Bank National Association of St. Paul, Minnesota, is hereby appointed to serve as Paying Agent, Bond Registrar and Transfer Agent in connection with the issuance of $ Taxable General Obligation Bonds, Series 2016B, dated June 16, 2016. 2. That the Agreement with U.S. Bank National Associati n of St. Paul, Minnesota, is hereby approved and that the Mayor and Clerk are authorized tosi the Agreement on behalf of the City. PASSED AND APPROVED ATTEST: City Clerk 17th day of May, 201 Mayor -3- A, AGENT, APTR AGENT AGRI and moved that the motion to ac Late Handouts Distributed Member introduced the following rNwpn entitled 1 APPOINTING U.S. BANK NATIONAL ASSOCIATION PAUL, TO SERVE AS PAYING AGENT, BOND REGISTRAR, AND TRANSFER OVING THE PAYING AGENT AND BOND REGISTRAR AND TRANSFER EMENT AND AUTHORIZING THE EXECUTION OF THE AGREEMENT", seconded resolution be adopted. Council Member The roll was called and the vote was, AYES: NAYS: Whereupon, the Mayor declaredAd Resolution duly adopted as follows: RESOLU/ANT, OINTIN U.S. BANK NATIONAL ASSOCIST. PAUL MINNESOTA, TO SERVE AS PAYINGOND REG TRAR, AND TRANSFER AGENT,ING THE PA G AGENT AND BOND AND TRANSFER ANENT AGREEMENT AND 1G THE EXECUTIONNOF THE AGREEMENT $610,000 Taxable General Obligatlpn Bonds, Series 2016B, dated June 16, 2016, ave been sold and action should now be en to provide for the maintenance of records, regis anon of certificates and payment of princip and interest in connection with the issuance of a Bonds; and EREAS, this Council has deemed that the services ffered by U.S. Bank National Asso 'tion of St. Paul, Minnesota, are necessary for complianc with rules, regulations, and req ' ements governing the registration, transfer and payment of stered bonds; and WHEREAS, a Paying Agent, Bond Registrar and Transfer Akent Agreement (hereafter Agreement') has been prepared to be entered into between the City aN U.S. Bank National Association. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNI4I OF THE CITY OF IOWA CITY, STATE OF IOWA: -2- 1. That U.S. Bank National Association of St. Paul, Minnesota, is hereby appointed to rve as Paying Agent, Bond Registrar and Transfer Agent in connection with the issuance of $610, 00 Taxable General Obligation Bonds, Series 2016B, dated June 16, 2016. 2. That the Agreement with U.S. Bank National Association of St. Paul, Minnesota, is hereby a roved and that the Mayor and Clerk are authorized to sign the Agreement on behalf of the City. PASSED D APPROVED this 17th day of May, 2016. / ATTEST: City Clerk Mayor -3- 15 Council Member Botchwav introduced the following Resolution entitled "RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $610,000 TAXABLE GENERAL OBLIGATION BONDS, SERIES 2016B, AND LEVYING A TAX TO PAY SAID BONDS; APPROVAL OF THE CONTINUING DISCLOSURE CERTIFICATE" and moved that it be adopted. Council Member Thomas seconded the motion to adopt, and the roll being called thereon, the vote was as follows: AYES: Botchway, Cole, Mims Taylor, Thomas, Throgmorton NAYS: ABSENT: Dickens Whereupon, the Mayor declared said Resolution duly adopted as follows: Resolution No 16-165 RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $610,000 TAXABLE GENERAL OBLIGATION BONDS, SERIES 2016B, AND LEVYING A TAX TO PAY SAID BONDS; APPROVAL OF THE CONTINUING DISCLOSURE CERTIFICATE 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 funding of programs to provide for or assist in providing for the acquisition and restoration of housing as part of a municipal housing project, including funds to assist the Towncrest Senior Housing Project, an essential corporate purpose, and it is deemed necessary and advisable that Taxable General Obligation Bonds, to the amount of not to exceed $9,000,000 be authorized for said purpose; and WHEREAS, pursuant to notice published as required by Section 384.25 of the Code of Iowa, this Council has held a public meeting and hearing upon the proposal to institute proceedings for the issuance of the Bonds, and the Council is therefore now authorized to proceed with the issuance of said Bonds for such purpose; and WHEREAS, pursuant to the provisions of Chapter 75 of the Code of Iowa, the above mentioned Bonds were heretofore sold at public sale and action should now be taken to issue said Bonds conforming to the terms and conditions of the best bid received at the advertised public sale. NOW, THEREFORE, BE IT RESOLVED BY THE 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, whenever used with respect to a Bond, the person in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the records of such Participant or such person's subrogee. • "Blanket Issuer Letter of Representations" shall mean the Representation Letter from the Issuer to DTC, with respect to the Bonds. "Bond Fund" shall mean the fund created in Section 3 of this Resolution. • "Bonds" shall mean $610,000 Taxable General Obligation Bonds, Series 201613, authorized to be issued by this Resolution. • "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Bonds. • "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate approved under the terms of this Resolution and to be executed by the Issuer and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. • "Depository Bonds " shall mean the Bonds as issued in the form of one global certificate for each maturity, registered in the Registration Books maintained by the Registrar in the name of DTC or its nominee. • "DTC" shall mean The Depository Trust Company, New York, New York, which will act as security depository for the Bond pursuant to the Representation Letter. "Issuer" and "City" shall mean the City of Iowa City, State of Iowa. • "Participants" shall mean those broker-dealers, banks and other financial institutions for which DTC holds Bonds as securities depository. • "Paying Agent" shall mean U.S. Bank National Association, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein as Issuer's agent to provide for the payment of principal of and interest on the Bonds as the same shall become due. -5- • 'Project" shall mean funding of programs to provide for or assist in providing for the acquisition and restoration of housing as part of a municipal housing project, including funds to assist the Towncrest Senior Housing Project. • 'Project Fund" shall mean the fund required to be established by this Resolution for the deposit of the proceeds of the Bonds. • "Registrar" shall mean U.S. Bank National Association of St. Paul, Minnesota, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein with respect to maintaining a register of the owners of the Bonds. Unless otherwise specified, the Registrar shall also act as Transfer Agent for the Bonds. "Resolution" shall mean this resolution authorizing the Bonds. • "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 Bonds issued hereunder. Section 2. Levy and Certification of Annual Tax; Other Funds to be Used. a) Levy of Annual Tax. That for the purpose of providing funds to pay the principal and interest of the Bonds hereinafter authorized to be issued, there is hereby levied for each future year the following direct annual tax on all of the taxable property in Iowa City, Iowa, to -wit: FISCAL YEAR (JULY 1 TO JUNE 30) AMOUNT YEAR OF COLLECTION $621,692 (cash on hand) 2016/2017 (NOTE: For example the levy to be made and certified against the taxable valuations of January 1, 2017 will be collected during the fiscal year commencing July 1, 2018.) 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 2 of this Resolution, in like manner as other taxes are levied and assessed, and such taxes so levied in and for each of the years aforesaid be collected in like manner as other taxes of the City are collected, and when collected be used for the purpose of paying principal and interest on said Bonds issued in anticipation of the tax, and for no other purpose whatsoever. c) Additional City Funds Available. Principal and interest coming due at any time when the proceeds of said tax on hand shall be insufficient to pay the same shall be promptly paid when due from current funds of the City available for that purpose and reimbursement shall be made from such special fund in the amounts thus advanced. Section 3. Bond Fund. Said tax shall be 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 "GENERAL OBLIGATION BOND FUND NO. 2" (the "Bond Fund"), which is hereby pledged for and shall be used only for the payment of the principal of and interest on the Bonds hereinafter authorized to be issued; and also there shall be apportioned to said fund its proportion of taxes received by the City from property that is centrally assessed by the State of Iowa. Section 4. Application of Bond Proceeds. Proceeds of the Bonds, other than accrued interest except as may be provided below, shall be credited to the Project Fund and expended therefrom for the purposes of issuance. Any amounts on hand in the Project Fund shall be available for the payment of the principal of or interest on the Bonds at any time that other funds shall be insufficient to the purpose, in which event such funds shall be repaid to the Project Fund at the earliest opportunity. Any balance on hand in the Project Fund and not immediately required for its purposes may be invested not inconsistent with limitations provided by law or this Resolution. Section 5. Investment of Bond Fund Proceeds. All moneys held in the Bond Fund, provided for by Section 3 of this Resolution shall be invested in investments permitted by Chapter 12B, Code of Iowa, 2015, 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, 2015, as amended, or otherwise by a valid pledge of direct obligations of the United States Government having an equivalent market value. All such interim investments shall mature before the date on which the moneys are required for payment of principal of or interest on the Bonds as herein provided. Section 6. Bond Details, Execution and Redemption. a) Bond Details. Taxable General Obligation Bonds of the City in the amount of $610,000, shall be issued pursuant to the provisions of Section 384.25 of the Code of Iowa for the aforesaid purposes. The Bonds shall be designated "TAXABLE GENERAL OBLIGATION BOND, SERIES 201613", be dated June 16, 2016, and bear interest from the date thereof, until payment thereof, at the office of the Paying Agent, said interest payable on December 1, 2016, and semiannually thereafter on the 1st day of June and December in each year until maturity at the rates hereinafter provided. The Bonds shall be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the Clerk, and impressed or printed with the seal of the City and shall be fully registered as to both principal and interest as provided in this Resolution; principal, interest and premium, if any, shall be payable at the office of the Paying Agent by mailing of a check to the registered owner of the Bond. -7- The Bonds shall be in the denomination of $5,000 or multiples thereof. The Bonds shall mature and bear interest as follows: Principal Interest Amount Rate Maturity June 1st $610,000 2.000% 2017 b) Redemption. The Bonds are not subject to redemption prior to maturity. Section 7. Issuance of Bonds in Book -Entry Form; Reulacement Bonds a) Notwithstanding the other provisions of this Resolution regarding registration, ownership, transfer, payment and exchange of the Bonds, unless the Issuer determines to permit the exchange of Depository Bonds for Bonds in Authorized Denominations, the Bonds shall be issued as Depository Bonds in denominations of the entire principal amount of each maturity of Bonds (or, if a portion of said principal amount is prepaid, said principal amount less the prepaid amount). The Bonds must be registered in the name of Cede & Co., as nominee for DTC. Payment of semiannual interest for any Bonds registered in the name of Cede & Co. will be made by wire transfer or New York Clearing House or equivalent next day funds to the account of Cede & Co. on the interest payment date for the Bonds at the address indicated or in the Representation Letter. b) The Bonds will be initially issued in the form of separate single authenticated fully registered bonds in the amount of each stated maturity of the Bonds. Upon initial issuance, the ownership of the Bonds will be registered in the registry books of the U.S. Bank National Association kept by the Paying Agent and Registrar in the name of Cede & Co., as nominee of DTC. The Paying Agent and Registrar and the Issuer may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal or redemption price of or interest on the Bonds, selecting the Bonds or portions to be redeemed, giving any notice permitted or required to be given to registered owners of Bonds under the Resolution of the Issuer, registering the transfer of Bonds, obtaining any consent or other action to be taken by registered owners of the Bonds and for other purposes. The Paying Agent, Registrar and the Issuer have no responsibility or obligation to any Participant or Beneficial Owner of the Bonds under or through DTC with respect to the accuracy of records maintained by DTC or any Participant; with respect to the payment by DTC or Participant of an amount of principal or redemption price of or interest on the Bonds; with respect to any notice given to owners of Bonds under the Resolution; with respect to the Participant(s) selected to receive payment in the event of a partial redemption of the Bonds, or a consent given or other action taken by DTC as registered owner of the Bonds. The Paying Agent and Registrar shall pay all principal of and premium, if any, and interest on the Bonds only to Cede & Co. in accordance with the Representation Letter, and all payments are valid and effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum paid. DTC must receive an authenticated Bond for each separate stated maturity evidencing the obligation of the Issuer to make payments of principal of and premium, if any, and M interest. Upon delivery by DTC to the Paying Agent and Registrar of written notice that DTC has determined to substitute a new nominee in place of Cede & Co., the Bonds will be transferable to the new nominee in accordance with this Section. c) In the event the Issuer determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bonds certificates, the Issuer may notify DTC and the Paying Agent and Registrar, whereupon DTC will notify the Participants, of the availability through DTC of Bonds certificates. The Bonds will be transferable in accordance with this Section. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the Issuer and the Paying Agent and Registrar and discharging its responsibilities under applicable law. In this event, the Bonds will be transferable in accordance with this Section. d) Notwithstanding any other provision of the Resolution to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on the Bond and all notices must be made and given, respectively to DTC as provided in the Representation letter. e) In connection with any notice or other communication to be provided to Bondholders by the Issuer or the Paying Agent and Registrar with respect to a consent or other action to be taken by Bondholders, the Issuer or the Paying Agent and Registrar, as the case may be, shall establish a record date for the consent or other action and give DTC notice of the record date not less than 15 calendar days in advance of the record date to the extent possible. Notice to DTC must be given only when DTC is the sole Bondholder. f) The Representation Letter is on file with DTC and sets forth certain matters with respect to, among other things, notices, consents and approvals by Bondholders and payments on the Bonds. The execution and delivery of the Representation Letter to DTC by the Issuer is ratified and confirmed. g) In the event that a transfer or exchange of the Bonds is permitted under this Section, the transfer or exchange may be accomplished upon receipt by the Registrar from the registered owners of the Bonds to be transferred or exchanged and appropriate instruments of transfer. In the event Bond certificates are issued to holders other than Cede & Co., its successor as nominee for DTC as holder of all the Bonds, or other securities depository as holder of all the Bonds, the provisions of the Resolution apply to, among other things, the printing of certificates and the method or payment of principal of and interest on the certificates. 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 'blearing agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended. The substitute depository shall provide for (i) immobilization of the Depository Bonds, (ii) registration and transfer of interests in Depository Bonds by book entries made on records of the depository or its nominee and (iii) payment of principal of, premium, if any, and interest on the Bonds in accordance with and as such interests may appear with respect to such book entries. h) The officers of the Issuer are authorized and directed to prepare and furnish to the purchaser, and to the attorneys approving the legality of Bonds, certified copies of proceedings, ordinances, resolutions and records and all certificates and affidavits and other instruments as may be required to evidence the legality and marketability of the Bonds, and all certified copies, certificates, affidavits and other instruments constitute representations of the Issuer as to the correctness of all stated or recited facts. Section 8. Registration of Bonds; Appointment of Registrar, Transfer; Ownership, Delivery, and Cancellation. a) Registration. The ownership of Bonds may be transferred only by the making of an entry upon the books kept for the registration and transfer of ownership of the Bonds, and in no other way. U.S. Bank National Association is hereby appointed as Bond Registrar under the terms of this Resolution and under the provisions of a separate agreement with the Issuer filed herewith which is made a part hereof by this reference. Registrar shall maintain the books of the Issuer for the registration of ownership of the Bonds for the payment of principal of and interest on the Bonds as provided in this Resolution. All Bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.31 of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bonds and in this Resolution. b) Transfer. The ownership of any Bond may be transferred only upon the Registration Books kept for the registration and transfer of Bonds and only upon surrender thereof at the office of the Registrar together with an assignment duly executed by the holder or his duly authorized attorney in fact in such form as shall be satisfactory to the Registrar, along with the address and social security number or federal employer identification number of such transferee (or, if registration is to be made in the name of multiple individuals, of all such transferees). In the event that the address of the registered owner of a Bond (other than a registered owner which is the nominee of the broker or dealer in question) is that of a broker or dealer, there must be disclosed on the Registration Books the information pertaining to the registered owner required above. Upon the transfer of any such Bond, a new fully registered Bond, of any denomination or denominations permitted by this Resolution in aggregate principal amount equal to the unmatured and unredeemed principal amount of such transferred fully registered Bond, and bearing interest at the same rate and maturing on the same date or dates shall be delivered by the Registrar. c) Registration of Transferred Bonds. In all cases of the transfer of the Bonds, the Registrar shall register, at the earliest practicable time, on the Registration Books, the Bonds, in accordance with the provisions of this Resolution. d) Ownership. As to any Bond, the person in whose name the ownership of the same shall be registered on the Registration Books of the Registrar shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Bonds and the premium, if any, and interest thereon shall be made only to or upon the order of the registered owner thereof or his legal representative. -10- All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid. e) Cancellation. All Bonds which have been redeemed shall not be reissued but shall be cancelled by the Registrar. All Bonds which are cancelled by the Registrar shall be destroyed and a certificate of the destruction thereof shall be furnished promptly to the Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the cancelled Bonds to the Issuer. f Non -Presentment of Bonds. In the event any payment check representing payment of principal of or interest on the Bonds is returned to the Paying Agent or if any bond is not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such principal of or interest on Bonds shall have been made available to the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Bonds shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the owner of such Bonds who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Resolution or on, or with respect to, such interest or Bonds. The Paying Agent's obligation to hold such funds shall continue for a period equal to two years and six months following the date on which such interest or principal became due, whether at maturity, or at the date fixed for redemption thereof, or otherwise, at which time the Paying Agent, shall surrender any remaining funds so held to the Issuer, whereupon any claim under this Resolution by the Owners of such interest or Bonds of whatever nature shall be made upon the Issuer. g) Registration and Transfer Fees. The Registrar may furnish to each owner, at the Issuer's expense, one bond for each annual maturity. The Registrar shall furnish additional Bonds in lesser denominations (but not less than the minimum denomination) to an owner who so requests. Section 9. Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds. In case any outstanding Bond shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the request of Registrar authenticate and deliver a new Bond of like tenor and amount as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond to Registrar, upon surrender of such mutilated Bond, or in lieu of and substitution for the Bond destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and Issuer that such Bond has been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Registrar and Issuer with satisfactory indemnity and complying with such other reasonable regulations as the Issuer or its agent may prescribe and paying such expenses as the Issuer may incur in connection therewith. Section 10. Record Date. Payments of principal and interest, otherwise than upon full redemption, made in respect of any Bond, shall be made to the registered holder thereof or to their designated agent as the same appear on the books of the Registrar on the 15th day of the month preceding the payment date. All such payments shall fully discharge the obligations of - 11 - the Issuer in respect of such Bonds to the extent of the payments so made. Payment of principal shall only be made upon surrender of the Bond to the Paying Agent. Section 11. Execution. Authentication and Delivery of the Bonds. Upon the adoption of this Resolution, the Mayor and Clerk shall execute and deliver the Bonds to the Registrar, who shall authenticate the Bonds and deliver the same to or upon order of the Purchaser. No Bond shall be valid or obligatory for any purpose or shall be entitled to any right or benefit hereunder unless the Registrar shall duly endorse and execute on such Bond a Certificate of Authentication substantially in the form of the Certificate herein set forth. Such Certificate upon any Bond executed on behalf of the Issuer shall be conclusive evidence that the Bond so authenticated has been duly issued under this Resolution and that the holder thereof is entitled to the benefits of this Resolution. No Bonds shall be authenticated and delivered by the Registrar unless and until there shall have been provided the following: A certified copy of the Resolution of Issuer authorizing the issuance of the Bonds; 2. A written order of Issuer signed by the Finance Director of the Issuer directing the authentication and delivery of the Bonds to or upon the order of the Purchaser upon payment of the purchase price as set forth therein; 3. The approving opinion of Ahlers & Cooney, P.C., Bond Counsel, concerning the validity and legality of all the Bonds proposed to be issued. Section 12. Right to Name Substitute Paying Agent or Re ig stray. Issuer reserves the right to name a substitute, successor Registrar or Paying Agent upon giving prompt written notice to each registered bondholder. Section 13. Form of Bond. Bonds shall be printed substantially in the form as follows: "STATE OF IOWA" "COUNTY OF JOHNSON" "CITY OF IOWA CITY" "TAXABLE GENERAL OBLIGATION BOND" "SERIES 201613" ESSENTIAL CORPORATE PURPOSE Rate: Maturity: Bond Date: June 16, 2016 CUSIP No.: "Registered" Certificate No. Principal Amount: $ -12- 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 (Registration panel to be completed by Registrar or Printer with name of Registered Owner). or registered assigns, the principal sum of (enter principal amount in long form) 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 U.S. Bank National Association, St. Paul, Minnesota, Paying Agent of this issue, or its successor, with interest on the sum from the date hereof until paid at the rate per annum specified above, payable on December 1, 2016, and semiannually thereafter on the 1 st day of June and December in each year. Interest and principal shall be paid to the registered holder of the Bond as shown on the records of ownership maintained by the Registrar as of the 15th day of the month preceding such interest payment date. Interest shall be computed on the basis of a 360 -day year of twelve 30 - day months. THE HOLDERS OF THE BONDS SHOULD TREAT THE INTEREST AS SUBJECT TO FEDERAL INCOME TAXATION. This Bond is issued pursuant to the provisions of Section 384.25 of the Code of Iowa, for the purpose of paying costs of funding of programs to provide for or assist in providing for the acquisition and restoration of housing as part of a municipal housing project, including funds to assist the Towncrest Senior Housing Project, in conformity to a Resolution of the Council of said 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. The Bonds are not subject to redemption prior to maturity. Ownership of this Bond may be transferred only by transfer upon the books kept for such purpose by U.S. Bank National Association, St. Paul, Minnesota, the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Bond at the office of the Registrar as designated below, together with an assignment duly executed by the owner hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however, promptly give notice to -13- registered Bondholders of such change. All bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.31 of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bond Resolution. And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to be performed precedent to the lawful issue of this Bond, have been existent, had, done and performed as required by law; that provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the territory of the Issuer for the payment of the principal and interest of this Bond as the same will respectively become due; that such taxes have been irrevocably pledged for the prompt payment hereof, both principal and interest; and the total indebtedness of the Issuer including this Bond, does not exceed the constitutional or statutory limitations. IN TESTIMONY WHEREOF, the Issuer by its Council, has caused this Bond to be signed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk, with the seal of the City printed or impressed hereon, and to be authenticated by the manual signature of an authorized representative of the Registrar, U.S. Bank National Association, St. Paul, Minnesota. Date of authentication: This is one of the Bonds described in the within mentioned Resolution, as registered by U.S. Bank National Association U.S. BANK NATIONAL ASSOCIATION, Registrar St. Paul, Minnesota By: Authorized Signature Registrar and Transfer Agent: U.S. Bank National Association Paying Agent: U.S. Bank National Association SEE REVERSE FOR CERTAIN DEFINITIONS (Seal) (Signature Block) CITY OF IOWA CITY, STATE OF IOWA By: (manual or facsimile signature) Mayor ATTEST: By: (manual or facsimile signature) City Clerk -14- (Information Required for Registration) ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. ) within Bond and does hereby irrevocably constitute and appoint attorney in fact to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: (Person(s) executing this Assignment sign(s) here) SIGNATURE) GUARANTEED) IMPORTANT -READ CAREFULLY the The signature(s) to this Power must correspond with the name(s) as written upon the face of the certificate(s) or bond(s) in every particular without alteration or enlargement or any change whatever. Signature guarantee must be provided in accordance with the prevailing standards and procedures of the Registrar and Transfer Agent. Such standards and procedures may require signature to be guaranteed by certain eligible guarantor institutions that participate in a recognized signature guarantee program. INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER Name of Transferee(s) Address of Transferee(s) Social Security or Tax Identification Number of Transferee(s) Transferee is a(n): Individual* Partnership Corporation Trust *If the Bond is to be registered in the names of multiple individual owners, the names of all such owners and one address and social security number must be provided. The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though written out in full according to applicable laws or regulations: -15- 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 ALSO BE USED THOUGH NOT IN THE ABOVE LIST (End of form of Bond) Section 14. Closing Documents. The Mayor and City Clerk are authorized and directed to execute, attest, seal and deliver for and on behalf of the City any other additional certificates, documents, or other papers and perform all other acts, including without limitation the execution of all closing documents, as they may deem necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution. Section 15. Contract Between Issuer and Purchaser. This Resolution constitutes a contract between said City and the purchaser of the Bonds. Section 16. Continuing Disclosure. The Issuer hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate, and the provisions of the Continuing Disclosure Certificate are hereby incorporated by reference as part of this Resolution and made a part hereof. Notwithstanding any other provision of this Resolution, failure of the Issuer to comply with the Continuing Disclosure Certificate shall not be considered an event of default under this Resolution; however, any holder of the Bonds or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Issuer to comply with its obligations under the Continuing Disclosure Certificate. For purposes of this section, 'Beneficial Owner" means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bond (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. Section 17. Repeal of Conflicting Resolutions or Ordinances. All ordinances and resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed. 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. =611 PASSED AND APPROVED this 17th day of May, 2016. ATTEST: City Clerk` M or -17- t 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 $610,000 Taxable General Obligation Bonds, Series 2016B (the "Bonds") dated June 16, 2016. The Bonds are being issued pursuant to a Resolution of the Issuer approved on May 17, 2016 (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 Bonds 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 Financial Information" shall mean financial information or operating data of the type included in the final Official Statement, provided at least annually 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 Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "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 Bonds, 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, 1300 I Street NW, Suite 1000, Washington, DC 20005. "National Repository" shall mean the MSRB's Electronic Municipal Market Access website, a/k/a "EMMA" (emma.msrb.org). "Official Statement" shall mean the Issuer's Official Statement for the Bonds, dated , 2016. "Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "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 Financial Information. 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 information for the 2015/2016 fiscal year, provide to the National Repository an Annual Financial Information filing consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Financial Information filing must be submitted in such format as is required by the MSRB (currently in "searchable PDF" format). The Annual Financial Information filing may be submitted as a single document or as separate documents comprising a package. The Annual Financial Information filing 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 Financial Information filing and later than the date required above for the filing of the Annual Financial hiformation 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 the Annual Financial Information 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 Exhibit A. c) The Dissemination Agent shall: i. each year file Annual Financial Information 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 Financial Information has been filed pursuant to this Disclosure Certificate, stating the date it was filed. Section 4. Content of Annual Financial Information. The Issuer's Annual Financial Information filing 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 Annual Financial Information is required to be filed pursuant to Section 3(a), the Annual Financial Information filing shall contain unaudited financial statements of the type included in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Financial Information when they become available. b) A table, schedule or other information prepared as of the end of the preceding fiscal year, of the type contained in the final Official Statement under the captions "Property Valuations", "Trend of Valuations", "Larger Taxpayers", "Debt Limit", "Direct Debt", "Tax Rates" and "Levies and Collections". 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, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds in a timely manner not later than 10 Business Days after the day of the occurrence of the event: i. Principal and interest payment delinquencies; ii. Non-payment related defaults, if material; iii. Unscheduled draws on debt service reserves reflecting financial difficulties; iv. Unscheduled draws on credit enhancements relating to the Bonds reflecting financial difficulties; v. Substitution of credit or liquidity providers, or their failure to perform; vi. 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 Bonds, or material events affecting the tax-exempt status of the Bonds; vii. Modifications to rights of Holders of the Bonds, if material; viii. Bond calls (excluding sinking fund mandatory redemptions), if material, and tender offers; ix. Defeasances of the Bonds; x. Release, substitution, or sale of property securing repayment of the Bonds, if material; xi. Rating changes on the Bonds; xii. Bankruptcy, insolvency, receivership or similar event of the Issuer; xiii. 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 xiv. 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 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 Obli ag tion. The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds 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 terns 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. 4 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 Bonds, 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 Bonds, 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 Bonds 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 Bonds. 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 Financial Information filing, 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. Section 9. Additional hiformation. 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 Financial Information filing 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 Financial Information filing 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 Financial Information filing 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 Bonds may take such actions as ay be necessary and appropriate, including seeking mandate o specific performance by court ord to cause the Issuer to comply with its obligations under t s Disclosure Certificate. Di et indirect, consequential and punitive damages shall of be recoverable by any person for any de Lilt hereunder and are hereby waived to the ext 'It ennitted by law. A default under this ' closure Certificate shall not be deemed an ev t of default under the Resolution, and the s e remedy under this Disclosure Certificat n the event of any failure of the Issuer to comply ,\ this Disclosure Certificate shall be ai action to compel performance. Section 11. Duties. 11 nunities and Liabilities of Di Vemination Agent. The Dissemination Agent shall ha only such duties as ayte ifically set forth in this Disclosure Certificate, and the Issuer agrees to indemnify and saDissemination Agent, its officers, directors, employees and agents, h rinless against anexpense and liabilities which it may incur arising out of or in the exercis or performanceowers and duties hereunder, including the costs and expenses (incl in liability, but excluding liabilities due to misconduct. The obligations of the Issuer of the Dissemination Agent and payment ( fees) of defending against any claim of nation Agent's negligence or willful s Section shall survive resignation or removal Section 12. Beneficiaries. This Diseibu?Xe Certificate shall inure solely to the benefit of the Issuer,, the Dissemination Agent, the Pa icipaf ig Underwriters and Holders and Beneficial Owners from time to time of the Bonds, a d shall c ate no rights in any other person or entity. Date: 74"t` day of ATTEST: 0 CITY OF LM 6 A CITY, STATE OF IOWA r ' /Tf-L- - actions as may be necessary and appropriate, including seeking mandate or 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 Bonds. 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 Bonds, and shall create no rights in any other person or entity. Date: 16th day of June 2016. CITY OF IOWA CITY, STATE OF IOWA ATTEST: By City Cler EXHIBIT A NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL FINANCIAL INFORMATION Name of Issuer: City of Iowa City, Iowa. Name of Bond Issue: $610,000 Taxable General Obligation Bonds, Series 2016B Dated Date of Issue: June 16, 2016 NOTICE IS HEREBY GIVEN that the Issuer has not provided Annual Financial Information with respect to the above-named Bonds as required by Section 3 of the Continuing Disclosure Certificate delivered by the Issuer in connection with the Bonds. The Issuer anticipates that the Annual Financial Information will be filed by Dated: day of 120 CITY OF IOWA CITY, STATE OF IOWA By: Its: 01231535-1\10714-122 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 records of the City showing proceedings of the 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 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 Council hereto affixed this 17th day of May 2016. Cit erk, City of Iowa City, State of Iowa (SEAL) 01237715-1\10714-121 ZZ: Council Member introduced the following Resolution entitled "RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $ TAXABLE GENERAL OBLIGATION BONDS, SERIES 2016B, AND LEVYING A TAX TO PAY SAID BONDS; APPROVAL OF THE CONTINUING DISCLOSURE CERTIFICATE" and moved that it be adopted. Council Member seconded the motion to adopt, and the roll being called thereon, the vote was as follows: AYES: NAYS: Whereupon, the Mayor deckared said RESOLUTION AUT ISSUANCE OF $_ OBLIGATION BON TAX TO PAY SAID CONTINUING DIS( WHEREAS, the Issuer is duly 'nCo' 0 the laws and Constitution of the State of Io WHEREAS, the Issuer is ip need of fu for or assist in providing for thequisition at housing project, including fund§ to assist the' corporate purpose, and it is deyf red necessary Bonds, to the amount of not tp exceed $9,000; WHEREAS, pi Iowa, this Council has proceedings for the iss proceed with the issua mentioned Bonds said Bonds confo public sale. duly adopted as follows: G/AND PROVIDING FOR THE / TAXABLE GENERAL ES 201613, AND LEVYING A APPROVAL OF THE CERTIFICATE organized and exists under and by virtue of MT14I Is to pay costs of funding of programs to provide restoration of housing as part of a municipal wncrest Senior Housing Project, an essential )�advisable that Taxable General Obligation be authorized for said purpose; and fit to notice published a public meeting and h cc of the Bonds, and the of said Bonds for such r required by Section 384.25 of the Code of nupon the proposal to institute i] is therefore now authorized to se: and rsuant to the provisions of Chapt6; heretofore sold at public sale and to the terms and conditions of the M 75 of the Code of Iowa, the above ction should now be taken to issue )est bid received at the advertised 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 thereof. • "Beneficial Owner" person in whose name such Bond is Participant on the records of such P; • "Blanket Issuer Letter from the Issuer to DTC, :.i,f�110Mif1U • "Bonds" shall mean Bonds, Series 201613, authorized to • "Cede & Co." successor nominee of DTC v mean $5 ,000 or any integral multiple mean, whenever used with respect to a Bond, the rded as the beneficial owner of such Bond by a pant or su* person's subrogee. r of Represeritations" shall mean the Representation respect toAe Bonds. created in Section 3 of this Resolution. Taxable General Obligation by this Resolution. Cede & Co., the nominee of DTC, and any to the Bonds. • "Continuing Disclosure P Disclosure Certificate approved under e the Issuer and dated the date of issuance : and as it may be amended/from time to t • "Depository Bonds " shall global certificate for ach maturity, regisi the Registrar in the ame of DTC or its ni New York, CC" shall mean The will act as security rtificate" shall mean that certain Continuing terms of this Resolution and to be executed by nd delivery of the Bonds, as originally executed ie in accordance with the terms thereof i the Bonds as issued in the form of one in the Registration Books maintained by y Trust Company, New York, for the Bond pursuant to the "Issuer" and "City" shall mean th(\City of Iowa City, State of Iowa. • ' "Participants" shall mean those ong for which DTC holds Bonds as sec banks and other financial • "Paying Agent" shall mean U.S. Bank National Association, or such successo as may be approved by Issuer as provided herein and who shall carry out the duties pr scribed herein as Issuer's agent to provide for the payment of principal of and interest on the Bonds as the same shall become due. -5- • 'Project" shall mean funding of programs to provide for or assist in providing for the acquisition and restoration of housing as part of a municipal housing project, including funds to assist the Towncrest Senior Dousing Project. • 'Project Fund" shall mean the filod required to be es ablished by this Resolution for the deposit of the proceeds of e Bonds. • "Registrar" shall mean U.S. ank National Assoc tion of St. Paul, Minnesota, or such successor as may be ap roved by Issuer as ovided herein and who shall cant' out the duties prescribed herein with respect to mai taining a register of the owners of the Bonds. Unless otherwise sp cified, the Reg str r shall also act as Transfer Agent for the Bonds. ,J "Resolution" shall mean thio resolution "Treasurer" shall mean the succeed to the same duties and of the Bonds issued hereunder. Section 2. the Bonds. or such other officer as shall to the recording and payment a) Levy of Annual Tax. That for the purpose of providing funds to pay the principal and interest of the Bonds hereinaft authorized to be issued, there is hereby levied for each future year the following � r t annual tax on all of the taxable property in Iowa City, Iowa, to -wit: AMOUNT (cash on hand) (NOTE: For example the levy t be made and January 1, 2017 will be collecjed during the fi b) Resolution to Resolution shall be filed hereby instructed in and hereby authorized in Sec and assessed, and such in like manner as other t purpose of paying pri ci and for no other Burp the Auditor of .R (JULY 1 TO JUNE 30) OF COLLECTION 2016/2017 against the taxable valuations of commencing July 1, 2018.) r. A certified copy of this County, Iowa and the Auditor is each of the years as pro ided, to levy and assess the tax 12 of this Resolution, in hke manner as other taxes are levied so levied in and for each pf the years aforesaid be collected > of the City are collected, d when collected be used for the and interest on said Bonds i§sued in anticipation of the tax, c) Additional City Funds Available. Principal and interest coming due at any time when the proceeds of said tax on hand shall be insufficient to pay the same shall be WOE promptly paid when due from current funds of the City available for that purpose and reimbursement shall be made from such special fund in the amounts thus advanced. Section 3. Bond Fund. Said tax shall be assessed and collected each year 't the same time and in the same manner as, and in addition to, 11 o er taxes in and for the Cty, and when collected they shall be converted into a special nd within the Debt Service Fun to be known as the "GENERAL OBLIGATION BOND F D NO. 2" (the "Bond Fund"), which is hereby pledged for and shall be used only for the yment of t" of and inter#t on the Bonds hereinafter authorized to be issued; and alo there shall be apportioned to said/fund its proportion of taxes received by the City from prope that is centrally assessed by the ate of Iowa. Section 4. Application of Bond Pr ceeds. Proceeds of the Bc interest except as may be provided below, hall be credited to the Pr( therefrom for the purposes of issuance. amounts on hand in the available for the payment of the principal o or interest on the Bonds shall be insufficient to the purpose, in which vent such funds shark at the earliest opportunity. Any balance on h d in the Project Fund required for its purposes may be invested not i consistent with ]jit this Resolution. / Section 5. Investment of Bond Fund Proc provided for by Section 3 of this Resolution shall Chapter 12B, Code of Iowa, 2015, as amended, or members of the Federal Deposit Insurance Corpor thereby and all such deposits exceeding the maxin FDIC or its equivalent successor in any one finale compliance with Chapter 12C of the Code of Ina pledge of direct obligations of the United States G All such interim investments shall mature before t payment of principal of or interest on the Bonds a: Section 6. a) Bond Details. 7 $ , shall Code of Iowa for the afore GENERAL OBLIGATION: interest from the date th¢r said interest payable o7/D June and December in eac ier than accrued id and expended Fund shall be fit any time that other funds ie repaid to the Project Fund and not immediately Ltions provided by law or Al�fnoneys held in the Bond Fund, nvested in investments permitted by ?9sited in financial institutions which are in and the deposits in which are insured i amount insured from time to time by institution shall be continuously secured in )15, as amended, or otherwise by a valid tinvent having an equivalent market value. o on which the moneys are required for m provided. x ble General Oblig 0 issued pursuant to It aid purposes. The Bo BOND, SERIES 201 f, until payment there ;ember 1, 2016, and s year until maturity at n Bonds of the City in the amount of provisions of Section 384.25 of the �s shall be designated "TAXABLE S", be dated June 16, 2016, and bear at the office of the Paying Agent, liannually thereafter on the 1 st day of rates hereinafter provided. The Bonds shall be executed by the manual orcsimile signature of the Mayor and attested by the/manual or facsimile signature of th 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 thPaying Agent by mailing of a check to the registered owner of the Bond. -7- The Bonds shall be in the denomination of $5,000 or multiples thereof. The Bonds shall mature and bear interest as follows: Principal Amount Interest Rate / June 1 201 b) Redemption. The Bonds are n�t subject to redemption prigs to maturity. Section 7. a) Notwithstanding the other pro ions of this ResolutioV regarding registration, ownership, transfer, payment andexchan of the Bonds, unles the Issuer determines to permit the exchange of Depository Bonds r Bonds in Authoryzed Denominations, the Bonds shall be issued as Depository Bonds 'n denominations f the entire principal amount of each maturity of Bonds (or, if a rtion of said p cipal amount is prepaid, said principal amount less the prepaid amo t). The Bond must be registered in the name of Cede & Co., as nominee for DTC. ayment of s iannual interest for any Bonds registered in the name of Cede & Co. ill be n by wire transfer or New York Clearing House or equivalent next day funds the accpunt of Cede & Co. on the interest payment date for the Bonds at the address ind ated oiin the Representation Letter. b) The Bonds will be initially issued in he/rm of separate single authenticated fully registered bonds in the amount of each st ed maturity of the Bonds. Upon initial issuance, the ownership of the Bonds will be re 'stered in the registry books of the U.S. Bank National Association kept by the Paying gent and Registrar in the name of Cede & Co., as nominee of DTC. The Paying Agent d Registrar and the Issuer may treat DTC (or its nominee) as the sole and exclusive o ner of the Bonds registered in its name for the purposes of payment of the principal or re emption price of or interest on the Bonds, selecting the Bonds or portions to/be rede ed, giving any notice permitted or required to be given to registered owner, of Bond under the Resolution of the Issuer, registering the transfer of Bonds, obtaining any co sent or other action to be taken by registered owners of the Bonds and fo/r other purpo es. The Paying Agent, Registrar and the Issuer have no responsibility or dbligation to an Participant or Beneficial Owner of the Bonds under or through DTC With respect to the ccuracy of records maintained by DTC or any Participant; with respect tothe payment y DTC or Participant of an amount of principal or redemption price of or interest on the onds; with respect to any notice given to owners of Bonds undevthe Resolution; with r spect to the Participant(s) selected to receive payment in the eve . t of a partial redemption f the Bonds, or a consent given or other action taken by DT as registered owner of the onds. The Paying Agent and Registrar shall pay all prin pal of and premium, if any, d interest on the Bonds only to Cede & Co. in accordant with the Representation Letter, d all payments are valid and effective to fully satisfy d discharge the Issuer's obligatio s with respect to the principal of and premiu , ifnys and interest on the Bonds t the extent of the sum paid. DTC must receive an a thentfcated Bond for each separate stated maturity evidencing the obligation of the Issue make payments of principal of and premium, if any, and interest. Upon delivery by DTC to the Paying Agent and Registrar of written notice that DTC has determined to substitute a new nominee in place of Cede & Co., the Bonds will be transferable to the new nominee in accordance with this Section. c) In the event the Issuer determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bon ificates, the Issuer may notify DTC and the Paying Agent and Registrar, where on DTC will notify the Participants, of the availability through DTC of Bon certificates. The Bonds will be transferable in accordance with this Section. D C may determine to discontinue providing its services with respect to the Bonds at any 'me by giving notice to the Iss}}�/ and the Paying Agent and Registrar and discharging its esponsibilities under applicayle law. In this event, the Bonds will be transferable in acco dance with this Section. / d) Notwithstanding any oth r provision of the Resolytion to the contrary, so long as any Bond is registered in the na a of Cede & Co., as Fterest . of DTC, all payments with respect to the principal of and remium, if any, and on the Bond and all notices must be made and given, res ectively to DTC asided in the Representation letter. e) In connection with any noti e or other co .' unication to be provided to Bondholders by the Issuer or the Payi Age/an egistrar with respect to a consent or other action to be taken by Bondholde , the or the Paying Agent and Registrar, as the case may be, shall establish a recor date e consent or other action and give DTC notice of the record date not less t zn 1ndar days in advance of the record date to the extent possible. Notice to D C xrl given only when DTC is the sole Bondholder. / f) The Representation Letter is with respect to, among other things, n( payments on the Bonds. The executi by the Issuer is ratified and confirm e with DTC and sets forth certain matters consents and approvals by Bondholders and delivery of the Representation Letter to DTC g) In the event that a tram fer or exch nge of the Bonds is permitted under this Section, the transfer or exchang maybe acc plished upon receipt by the Registrar from the registered owners of a Bonds to be ansferred or exchanged and appropriate instruments of transfer. Int event Bond certkicates are issued to holders other than Cede & Co., its successor a nominee for DTC s holder of all the Bonds, or other securities depository as ho der of all the Bonds, a provisions of the Resolution apply to, among other things, the p 'nting of certificates an the method or payment of principal of and interest on the certi cates. Any substitute de ository shall be designated in writing by the Issuer to the Pa g Agent. Any such subst to depository shall be a qualified and registered 'blearing(S-1(u) cy" as provided in Section 7A of the Securities Exchange Act of 1934, as amendehe substitute depository shal provide for (i) immobilization of the Depository Bo registration and transfer o 'nterests in Depository Bonds by book entries mad on records of the depository or its n minee and (iii) payment of principal of, pr ium, if any, and interest on the Bonds 'n accordance with and as such interests may ap, ear with respect to such book entries. 6I h) The officers of the Issuer are authorized and directed to prepare and furnish to the purchaser, and to the attorneys approving the legality of Bonds, certified copies of proceedings, ordinances, resolutions and records and all certificates and affidavits and other instruments as may be required to evidence the legality and marketability of the Bonds, and all certified copies, certificates, affidavits and other instruments constitute representations of the Issuer as to the correctness of all stated or recited facts. Section 8. Registrat: Delivery, and Cancellation. a) Registration. The ownersh�1 of an entry upon the books kept for th, Bonds, and in no other way. U.S. Bari Registrar under the terms of this Reso agreement with the Issuer filed herewi Registrar shall maintain the books of t Bonds for the payment of principal of Resolution. All Bonds shall be negoti Commercial Code and Section 384.31 of Bonds may be transferred o y by the making registration and transfer of ow ership of the National Association is here appointed as Bond lion and under the provisio s of a separate which is made a part her of by this reference. Issuer for the registrat' n of ownership of the interest on the Bon as provided in this b as provided in cle 8 of the Uniform )f he Code of Iowa subject to the provisions for registration and transfer contained in the b) Transfer. The ownership of any Registration Books kept for the registratio surrender thereof at the office of the Regis by the holder or his duly authorized attome) to the Registrar, along with the address and identification number of such transferee (or, multiple individuals, of all such transferees) registered owner of a Bond (other than are broker or dealer in question) is that of a b of Registration Books the information pert mii Upon the transfer of any such Bond, a ew t denominations permitted by this Res ution FST in in unmatured and unredeemed princip amount and bearing interest at the same ra and matu delivered by the Registrar. and in this Resolution. d may e transferred only upon the tran er of Bonds and only upon oge er with an assignment duly executed f t in such form as shall be satisfactory 1 security number or federal employer •egistration is to be made in the name of 1 the event that the address of the ;red owner which is the nominee of the or dealer, there must be disclosed on the o the registered owner required above. registered Bond, of any denomination or 3 gregate principal amount equal to the f uch transferred fully registered Bond, n on the same date or dates shall be c) Registration of Transferred Bonds. In Registrar shall register, at th earliest practicable Bonds, in accordance with Oc provisions of this cases of the transfer of the Bonds, the Ie, on the Registration Books, the d) Ownership. A to any Bond, the person inh( same shall be registered n the Registration Books of t e regarded as the absolut owner thereof for all purposes, the principal of any s h Bonds and the premium, if any, made only to or uporythe order of the registered owner th -10- se name the ownership of the Registrar shall be deemed and ad payment of or on account of d interest thereon shall be eof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid. e) Cancellation. All Bonds which have been redeemed shall not be reissued but shall be cancelled by the Registrar. All Bonds w ich are cancelled by the Registrar shall be destroyed and a certificate of the destru,oKn thereof shall be fumis ed promptly to the Issuer; provided that if the Issuer shall s direct, the Registrar shall rward the cancelled Bonds to the Issuer. f) Non -Presentment of Bond In the event any payme check representing payment of principal of or interest o the Bonds is returned t the Paying Agent or if any bond is not presented for payment of rincipal at the matu or redemption date, if funds sufficient to pay such principal of or i terest on Bonds sh 1 have been made available to the Paying Agent for the benefit of th owner thereof, a liability of the Issuer to the owner thereof for such interest or pa en and be completely discharged, and ther ul hold such funds, without liability for in r Bonds who shall thereafter be restricted whatever nature on his part under this R or Bonds. The Paying Agent's obligation equal to two years and six months followi became due, whether at maturity, or at the otherwise, at which time the Paying Ageni to the Issuer, whereupon any claim unde , or Bonds of whatever nature shall be m di g) Registration and Transf the Issuer's expense, one bond for additional Bonds in lesser denomi to an owner who so requests. of such Bo(ds shall forthwith cease, terminate on it shall/be the duty of the Paying Agent to st there , for the benefit of the owner of such olusivqYy to such funds for any claim of lutio or on, or with respect to, such interest h d such funds shall continue for a period g e date on which such interest or principal to fixed for redemption thereof, or shall surrender any remaining funds so held 's Resolution by the Owners of such interest non the Issuer. Section 9. Reissuance of Mutilated, Destro outstanding Bond shall become mutilated or be des request of Registrar authenticate 66 deliver a new Registrar may furnish to each owner, at maturity. The Registrar shall furnish not less than the minimum denomination) olen or Lost Bonds. In case any , stolen or lost, the Issuer shall at the of like tenor and amount as the Bond so mutilated, destroyed, stolen or los , in exchange and sub t ateon Registrar, upon surrender of sue mutilated Bond, or in 1 e destroyed, stolen or lost, upon ing with the Registrar e Issuer that such Bond has bee destroyed, stolen or lost an upon furnishing the Registrar and Issuer with satisfactory other reasonable regulations as the Issuer or its agent may the Issuer may incur in co ection therewith. Section 10. Re redemption, made in r their designated agent month preceding the I ition for such mutilated Bond to of and substitution for the Bond ;nee satisfactory to the Registrar and proof of ownership thereof, and demnity and complying with such -escribe and paying such expenses as Date. Payments of principal and i ect of any Bond, shall be made to th the same appear on the books of the Ment date. All such payments shall -11- st, otherwise than upon full istered holder thereof or to strar on the 15th day of the discharge the obligations of the Issuer in respect of such Bonds to the extent of the payments so made. Payment of principal shall only be made upon surrender of the Bond to the Paying Agent. Section 11. Execution Authentication and Deliver +of the Bond Upon the adoption of this Resolution, the Mayor and Clerk shall execute an eliver the Bonds to the Registrar, who shall authenticate the Bonds and deliver the same or upon order of the Purchaser. No Bond shall be valid or obligatory for any purpose or all be entitled to any ri t or benefit hereunder unless the Registrar shall duly endorse and a cute on such Bond a Ce ficate of Authentication substantially in the form of the Certificate rein set forth. Such Certi Cate upon any Bond executed on behalf of the Issuer shall be c elusive evidence that the Pond so authenticated has been duly issued under this Resolution an that the holder thereof is ritled to the benefits of this Resolution. No Bonds shall be authenticatedd delivered by the Re ' trar unless and until there shall have been provided the following: 1. A certified copy of the Res o ution of Issuer an 'orizing the issuance of the Bonds; 2. A written order of Issuer sign d by the Fin ce Director of the Issuer directing the authentication and delivery o he Bonds t or upon the order of the Purchaser upon payment of the purchase rice as se forth therein; 3. The approving opinion of Abler & Coney, P.C., Bond Counsel, concerning the validity and legality of all the Bo ds��roposed to be issued. Section 12. Right to Name Substitute Pa a A ent or Re 'stray. Issuer reserves the right to name a substitute, successor Registrar orZall n Agent upon giving prompt written notice to each registered bondholder. Section 13. Form of Bond. Bonds sbe p'nted substantially in the form as follows: "T ,TE OF IA" FY OF JO S( OF IOWA IT' "SERIES 201( ,L CORPORA 43ond Date: June 16, 2016 CUSIP No.: "Registered" Certificate No. Principal Amount: $ -12- 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 (Registration panel to be completed by Registrar or Printer with name of Registered Owner). or registered assigns, the principal sum of DOLLARS in lawful money of the United only upon presentation and surrender her Paul, Minnesota, Paying Agent of this i 1 date hereof until paid at the rate per arm semiannually thereafter on the 1 st day o J principal amount in States of America, on the Pat the office of U.S. B , or its successor, with n specified above, pay le ne and December in acl Interest and principal shall be pai to the registered records of ownership maintained by the R istrar as of the interest payment date. Interest shall be co m uted on the bi day months. THE HOLDERS OF THE BONDS S SUBJECT TO FEDERAL INCOME TAXA ng form) THOUSAND aturity date shown above, do National Association, St. :erest on the sum from the on December 1, 2016, and year. der of the Bond as shown on the h day of the month preceding such of a 360 -day year of twelve 30 - THE INTEREST AS This Bond is issued pursuant to the provi to s of Section 384.25 of the Code of Iowa, for the purpose of paying costs of funding of progral to provide for or assist in providing for the acquisition and restoration of housing as part of unicipal housing project, including funds to assist the Towncrest Senior Housing Project, i co ormity to a Resolution of the Council of said City duly passed and approved. Unless this certificate is presented Trust Company, a limited purpose trust cc registration of transfer, exchange or pa of Cede & Co. or such other name as re u payment is made to Cede & Co. or to cl representative of DTC), ANY IRAN FE: OR OTHERWISE BY OR TOA PER owner hereof, Cede & Co., has an jinteresi an auth rized representative of The Depository I ("D C"), to the Issuer or its agent for ;nt, and ancertificate issued is registered in the name 'sted by anuthorized representative of DTC (and any other Issuer s is requested by an authorized t, PLEDGE R OTHER USE HEREOF FOR VALUE 30N IS WRO GFUL inasmuch as the registered herein. The Bonds are not subjegt to redemption prior to Ownership of this Boo maybe transferred only by Var. purpose by U.S. Bank Natio 1 Association, St. Paul, Minn o1 the books shall occur only a on presentation and surrender oT t Registrar as designated bel w, together with an assignment d 1 his duly authorized attorne the form as shall be satisfactor the right to substitute the Registrar and Paying Agent but shall, -13- sfer upon the books kept for such a, the Registrar. Such transfer on his Bond at the office of the y executed by the owner hereof or to the Registrar. Issuer reserves promptly give notice to registered Bondholders of such change. All bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.31 of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bond Resolution. And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to be performed precedent to the lawful issue of this Bond, have been existent, had, done and performed as required by law; that provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the territory of the Issuer for the payment of the principal and interest of this Bond as the s Will respectively become lue; that such taxes have been irrevocably pledged for the pro payment hereof, both print pal and interest; and the total indebtedness of the Issuer including t is Bond, does not exceed tle constitutional or statutory limitations. / IN TESTIMONY WHEREOF, the Issuer by signed by the manual or facsimile signature of its M signature of its City Clerk, with the seal of the City 1 authenticated by the manual signature of an authoriz National Association, St. Paul, Minnesota. Council, has caus9d this Bond to be r and attested by he manual or facsimile Lted or impressyd hereon, and to be representativ of the Registrar, U.S. Bank Date of authentication:_ This is one of the Bonds c Resolution, as registered 1 U.S. BANK NATIONAL St. Paul, Minnesota By: Auth Registrar and Tr sfer Ag Paying Agent: SEE REVE7E FOR CE] (Seal) CITY By: A E IOWA CITY, ST. Mayor -14- d in the within mentioned Bank National Association Registrar I Signature U.S. Bank National Association U.S. Bank National Association DEFINITIONS OF IOWA City Clerk (Information Required for Registration) ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. within Bond and does hereby irrevocably constitute and appoint attorney in fact to transfer the said Bond on the books kept for registration of) e within Bond, with full power of substitution in the premises. / Dated: (Person(s) executing this SIGNATURE) IMPORTANT - The signature(s) to this Power must ?obe of the certificate(s) or bond(s) in ev change whatever. Signature guaran prevailing standards and proceduresand procedures may require signatuinstitutions that participate in a reco INFORMATION REOUIREIA FOR Name of Transferee(s) Address of Transferee(s) Social Security or Tax Identification Number of Transferee(s) Transferee is a(n): Individual* Partnership sign(s) Y the (nd with the name(s) as written upon the face ;ular without alteration or enlargement or any be provided in accordance with the and Transfer Agent. Such standards A by certain eligible guarantor guarantee program. OF TRANSFER *If the Bond is to be registered ij the names of multiple indivi ual owners, the names of all such owners and one address and soci 1 security number must be pro 'ded. The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though written out in full according to applicable laws or regulations: -15- 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 (State) ADDITIONAL ABBRIVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE (End of form ol; Bond) Section 14. Closing Documents. The Mayor d City Clerk e authorized and directed to execute, attest, seal and deliver for and on behalf o the City anyther additional certificates, documents, or other papers and perform all other acts, 'ncluding w thout limitation the execution of all closing documents, as they may deem necessary tr approp ate in order to implement and carry out the intent and purposes of this Resolution. Section 15. Contract Between Issuer and Pu contract between said City and the purchaser of the Section 16. Continuing Disclosure. The Issuer comply with and carry out all of the provisions of the) provisions of the Continuing Disclosure Certificate eke of this Resolution and made a part hereof. Notwit tandi Resolution, failure of the Issuer to comply with Contin be considered an event of default under this Res ution; h Beneficial Owner may take such actions as ma be necess specific performance by court order, to cause a Issuer to Continuing Disclosure Certificate. For purp ses of this sec person which (a) has the power, directly or ndirectly, to vo dispose of ownership of, any Bond (inclu ng persons holdi depositories or other intermediaries), or ) is treated as the income tax purposes. Section 17. Remal of Conf resolutions and parts of ordinances Section 1S. Severability Resolution be held invalid, such hereof, and this Resolution shall Resolution constitutes a y covenants and agrees that it will cuing Disclosure Certificate, and the )y incorporated by reference as part any other provision of this ng Disclosure Certificate shall not ever, any holder of the Bonds or y and appropriate, including seeking )mply with its obligations under the ion, 'Beneficial Owner" means any e or consent with respect to, or to � g Bonds through nominees, caner of any Bonds for federal resolutions in conflict If any section, paragra! ty shall not affect any c effective immediately Wolm All ordinances and h are hereby repealed. , clause or provision of this the remaining provisions ion its passage and approval. PASSED AND APPROVED this 17th day of May, 2016. CONTINUING TE This Continuing Disclosure Certificate (th 'Disclosure Certificate") is executed and delivered by the City of Iowa City, State of Iow (the "Issuer"), i connection with the issuance of $ Taxable General Obligation onds, Series 201 B (the "Bonds") dated June 16, 2016. The Bonds are being issued pursuant a Resolution of a Issuer approved on May 17, 2016 (the "Resolution"). The Issuer covena is and agrees as f llows: Section 1. Purpose of the Disclos e Certificate. T s Disclosure Certificate is being executed and delivered by the Issuer forle benefit of the olders and Beneficial Owners of the Bonds and in order to assist the Participang Underwrit s in complying with S.E.C. Rule 15c2 - 12(b)(5). Section 2. Definitions. In additi to the apply to any capitalized term used in thij Disclo� Section, the following capitalized terms Phall hal "Annual Financial Information" type included in the final Official States and as described in, Sections 3 and 4 of hitions set forth in the Resolution, which Certificate unless otherwise defined in this the following meanings: financial information or operating data of the led at least annually by the Issuer pursuant to, ,ure Certificate. "Beneficial Owner" shall mean aW person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to spose of ownership of, any Bonds (including persons holding Bonds through nominees, depo ' ories or other intermediaries), or (b) is treated as the owner of any Bonds for federal inco t purposes. "Business Day" shall mean day ther than a Saturday or a Sunday or a day on which banks in Iowa are authorized or re uired law to close. "Dissemination Agent" all mean he Issuer or any Dissemination Agent designated in writing by the Issuer and whic has filed w th the Issuer a written acceptance of such designation. "Holders" shall me the registered h lders of the Bonds, as recorded in the registration books of the Registrar. "Listed Events"�S all mean any of the vents listed in Section 5(a) of this Disclosure Certificate. "Municipal Securities Rulemal arities Rulemaking E Board, 1300 I Street or "MSRB" shall mean the Municipal Suite 1000, Washington, DC 20005. "National epository" shall mean the MS)�B's Electronic Municipal Market Access m website, a/k/a "EMMA" (ema.msrb.org, 1 "Official Statement" shall mean the Issuer's Official Statement for the Bonds, dated 2016. "Participating Underwriter" shall meana y of the original underwriters of the Bonds required to comply with the Rule in connectio with offering of the Bonds. "Rule" shall mean Rule 150-12(b)(�) adopted by the Securities and Exchange Commission under the Securities Exchan to time. g Act of 1934, as th same may be amended from time "State" shall mean the State of Section 3. Provisi a) The Issuer shall, or slip hundred ten (2 10) days after the'e commencing with information f r Repository an Annual Financial Section 4 of this Disclosure Ce 'f submitted in such format as is re format). The Annual Financial I or as separate documents compri may cross-reference other info Certificate; provided that the and separately from the balance of the date required above for the filing available by that date. If the Issue change in the same manner as for b) If the Issuer is unable Financial Information by the dil to the Municipal Securities Ryle as Exhibit A. / cause the Dissonination Agent to, not later than two id of the Issuers fiscal year (presently June 30th), the 2015/201f fiscal year, provide to the National .formation f ng consistent with the requirements of icate. The �M_ual Financial Information filing must be fired by tlf�e MSRB (currently in "searchable PDF" Formatio�} filing may be submitted as a single document ng a paage. The Annual Financial Information filing tion as provided in Section 4 of this Disclosure ed figgIancial statements of the Issuer may be submitted "bal Financial Information filing and later than the f t1 fe Annual Financial Information if they are not fiscal year changes, it shall give notice of such a Listed Event under Section 5(c). c) The Disseminatiqh Agent L each ye file Annual Repository; and ii. (if tho Disseminati( the Issuer certifying that the i to this Disclo e Certificate, de to the National Repository the Annual ed in subsection (a), the Issuer shall send a notice Board, if any, in substantially the form attached Section 4. Content df Annual Financial In Information filing shall co tain or incorporate by Information with the National at is other than the Issuer), file a report with Financial Information has been filed pursuant the date it was filed. The Issuer's Annual Financial the following: a) The last available audited financial statements of the Issuer for the prior fiscal year, prepared in accordance with generally ac p e counting principles promulgated by the Financial Accounting Standards Boar as modifie n accordance with the governmental accounting standards promu ated by the Go ental Accounting Standards Board or as otherwise provided nder State law, as in effect from time to time, or, if and to the extent such financial state ents have not bee prepared in accordance with generally accepted accounting pnnci les, noting the disc epancies therefrom and the effect thereof. If the Issuer's audited fin cial statements for a preceding years are not available by the time Annual Financial In formation is requir d to be filed pursuant to Section 3(a), the Annual Financial Info ation filing shall ontain unaudited financial statements of the type included in the fin 1 Official State nt, and the audited financial statements shall be filed in the same m • er as the Ann Financial Information when they become available. b) A table, schedule or other infer mation pre- ared as of the end of the preceding fiscal year, of the type contained in the fi al Offici Statement under the captions "Property Valuations", "Trend of Valuati ns", "L ger Taxpayers", "Debt Limit", "Direct Debt", "Tax Rates" and "Levies and Coll ctions' . Any or all of the items listed above may be in including official statements of debt issues of been filed with the National Repository. The document so included by reference. Section 5. Rgporting of Significant Ev a) Pursuant to the provision o: given, notice of the occurrence of y in a timely manner not later than 0 B� event: i. Principal ancyinterest ii. Nc iii. U difficulties; iv. U: reflecting fin v. Su related draws on Eby specific reference to other documents, uer or related public entities, which have shall clearly identify each such other Section, the Issuer shall give, or cause to be following events with respect to the Bonds Ps Days after the day of the occurrence of the uled draws on credit difficulties; of credit or delinquencies; if material; reserves reflecting financial relating to the Bonds or their failure to perform; vi. Adverse tax opinions, the issuande 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 Bonds, or material events affecting the tax-exempt status of the Bonds; vii. Modifications to rights of viii. Bond calls (ex( material, and tender offers; ix. Defeasances of the x. Release, substitution, Bonds, if material; xi. Rating changes on xii. Bankruptcy, insol xiii. The consummation involving the Issuer or the sale other than in the ordinary cours to undertake such an action or t any such actions, other than purr xiv. Appointment of a name of a trustee, if material. b) Whenever the Issuer obtz Event, the Issuer shall determine if and if so shall as soon as possible d applicable federal securities laws. , c) If the Issuer deter not subject to materiality, or would be material under app not later than 10 Business D. occurrence with the I National Repository. Section 6. Termination Disclosure Certificate shall ten full of all of the Bonds or upon counsel to the effect that, becat actions or proceedings, the fain Participating Underwriters to b Securities Exchange Act of 19' sale of Bonds; Bonds, if material; fund mandatory redemptions), if securing repayment of the or similar event of the Issuer; a mergF, consolidation, or acquisition all or ubstantially all of the assets of the Issuer, if bulfiess, the entry into a definitive agreement termination of a definitive agreement relating to anVto its terms, if material; and or additional trustee or the change of wledge of the occurrence of a Listed ice is subject to notice only if material, such event would be material under idthat knowle ge of the occurrence of a Listed Event is teIrmines such o curence is subject to materiality and �ble federal sec ties laws„ the Issuer shall promptly, but after the occur ce of the event, file a notice of such Securities RulemJ)dng Board through the filing with the i 'ate upon the legal defeas e Issuer's receipt of an op of legislative action or fi •e of the Issuer to comply i in violation of the Rule or as amended. rd Issuer's obligations under this -e, prior redemption or payment in on of nationally recognized bond .judicial action or administrative h the terms hereof will not cause ier applicable requirements of the Section 7. Dissemination Agent. The Issuer Dissemination Agent to assist it in carryingout its gg and may discharge any such Agent, with or withodt The Dissemination Agent shall not be respon report prepared by the Issuer pursuant to this Agent shall be the Issuer. Section 8. Amendment; Waiver. Certificate, the Issuer may amend this L Disclosure Certificate may be waived, f a) If the amendment or v� it may only be made in connecti( change in legal requirements, ch an obligated person with respect b) The undertaking, as am(' opinion of nationally recognized b the Rule at the time of the original amendments or interpretations of t in any from time to time, appoint or engage a 'ons under this Disclosure Certificate, ting a successor Dissemination Agent. anner for the content of any notice or ertificate. The initial Dissemination hstandink any other provision of this Disclosure Certi Cate, and any provision of this that th following conditions are satisfied: ver relates to the provisions of Section 3(a), 4, or 5(a), with a change in circumstances that arises from a ;e in law, or change in the identity, nature or status of the Bods, or the type of business conducted; taking into account such waiver, would, in the rsel, have complied with the requirements of of the Bonds, after taking into account any as well as any change in circumstances; and c) The amendment or waive ither (i) is approved by the Holders of the Bonds in the same manner as provided in t R solution for amendments to the Resolution with the consent of Holders, or (ii) does no in the opinion of nationally recognized bond counsel, materially impair the i t'erests f the Holders or Beneficial Owners of the Bonds. In the event of any amendment or wai er of a p vision of this Disclosure Certificate, the Issuer shall describe such amendment in th next Annu 1 Financial Information filing, and shall include, as applicable, a narrative explanation of a reason for the amendment or waiver and its impact on the type (or in the case of a change of a counting principles, on the presentation) of financial information or operating ata being prese ted by the Issuer. Section 9. Additional Information. Nothing In this Disclosure Certificate shall be deemed to prevent the Issuer fro ' disseminating any ther information, using the means of dissemination set forth in this D sclosure Certificate o any other means of communication, or including any other informatio in any Annual Financi 1 Information filing or notice of occurrence of a Listed Event, i addition to that which N required by this Disclosure Certificate. If the Issuer chooses to includ any information in any ual Financial Information filing or notice of occurrence of a List d Event in addition to that hich is specifically required by this Disclosure Certificate, the Iss er shall have no obligation rider this Certificate to update such information or include it in aqy future Annual Financial In rmation filing 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 Bonds may take such 5 actions as may be necessary and appropriate, includii by court order, to cause the Issuer to comply with its Certificate. Direct, indirect, consequential and punt. person for any default hereunder and are hereby wail default under this Disclosure Certificate shall not be Resolution, and the sole remedy under this the Issuer to comply with this Disclosure C (eeking mandate or specific performance ligations undler this Disclosure damages shP not be recoverable by any to the exte9t permitted by law. A med an ev nt of default under the •e Certificate/n the event of any failure of shall be an fiction to compel performance. Section 11. Duties Immunities and LiabilitiJes c Dissemination Agent shall have only such duties aq are Certificate, and the Issuer agrees to indemnify and Pavc directors, employees and agents, harmless against incur arising out of or in the exercise or performar including the costs and expenses (including attorn liability, but excluding liabilities due to the Disser misconduct. The obligations of the Issuer under t] of the Dissemination Agent and payment of the 1� Section 12. Beneficiaries. This ] the Issuer, the Dissemination Agent, the Owners from time to time of the Bonds, Date: day of ATTEST: 0 City Clerk tion Agent. The set forth in this Disclosure Dissemination Agent, its officers, expense and liabilities which it may of/its powers and duties hereunder, ' ees) of defending against any claim of ation Agent's negligence or willful Section shall survive resignation or removal Certificate shall inure solely to the benefit of ng Underwriters and Holders and Beneficial ;reate no rights in any other person or entity. 2016. OF IOWA CITY, STATE OF IOWA Mayor EXHIBIT A NOTICE TO NATIONAL REPOSITORY OF FAILURE TO Name of Issuer: City of Iowa City, Iowa. Name of Bond Issue: $ Taxable Dated Date of Issue: June 16, 2016 NOTICE IS HEREBY GIVEN that th4 Issuer Information with respect to the above-named Disclosure Certificate delivered by the Issuer anticipates that the Annual Financial hiforma Dated: day of ANNUAL FINANCIAL Bonds, Series 2016B not provided Annual Financial Iuired by Section 3 of the Continuing in with the Bonds. The Issuer be filed by OF IOWA CITY, STATE OF IOWA Late Handouts Distributed 5 -/-)-id. Council Member introduced the followipp��$s olution enht "RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUAI1EfCE F $610,000 T BLE GENERAL OBLIGATION BONDS, SERIES 2016B, AND LEVYING A TAX TO PA SAID BONDS; APPROVAL OF THE CONTINUING DISCLOSURE CERTIFICATE" I ved that it be adopted. Council Member seconded the motion to adopt d the roll being called thereon, the vote was as follows: AYES: NAYS: Whereupon, the duly adopted as follows: RESOLUTION AU OR INGAND PROVIDING FOR THE ISSUANCE OF $610, ARABLE GENERAL OBLIGATION BONDS, SERIES 2016 AND LEVYING A TAX TO PAY SAID BONDS; APP L OF THE CONTINUING DISCLOSURE CE IFIC TE WHEREAS, the Issuer' duly incorpo ted, organized and exists under and by virtue of the laws and Constitution of a State of Iowa; WHEREAS, the Is er is in need of funds to ay costs of funding of programs to provide for or assist in provi li or the acquisition and roe '\'ed housing as part of a municipal housing project, inclu ' g funds to assist the Towncrr Housing Project, an essential corporate purpose, it is deemed necessary and adhat Taxable General Obligation Bonds, to the amo t of not to exceed $9,000,000 beed for said purpose; and WHERE S, pursuant to notice published as rSection 384.25 of the Code of Iowa, this Co cil has held a public meeting and heaproposal to institute proceedings the issuance of the Bonds, and the Coth ore now authorized to proceed wi the issuance of said Bonds for such pur NYHEREAS, pursuant to the provisions of Chapter 75 of the Co of Iowa, the above mentio ed Bonds were heretofore sold at public sale and action should no be taken to issue said nds conforming to the terms and conditions of the best bid received a the advertised pub 'c sale. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OXTHE CITY OF IOWA CITY, STATE OF IOWA: ME f5 Section 1. Definitions. The following terms shall have the following meanings in this ion unless the text expressly or by necessary implication requires otherwise: "Authorized Denominations" shall mean $5,000 or any integral multiple "Beneficial Owner" shall mean, whenever used with respect to a Bond, the whose name such Bond is recorded as the beneficial owner of such Bond by a it on the records of such Participant or such person's subrogee. "Blanket Issuer Letter of Representations" shall mean the Representation Letter from th ssuer to DTC, with respect to the Bonds. Fund" shall mean the fund created in • "Bonds" 9 all mean $610,000 Taxable Series 2016B, authorized t be issued by this Resoluti of this Resolution. Obligation Bonds, • "Cede & Co." s 11 mean Cede & C ., the nominee of DTC, and any successor nominee of DTC with espect to the B ds. • "Continuing Disclos e Cert' cate" shall mean that certain Continuing Disclosure Certificate approved under erms of this Resolution and to be executed by the Issuer and dated the date of issuan d delivery of the Bonds, as originally executed and as it maybe amended from tim o ti a in accordance with the terms thereof. • "Depository global certificate for each n the Registrar in the name o; " shall the Bonds as issued in the form of one �, registered ii%he Registration Books maintained by or its nominee. • "DTC" all mean The Depository Trus Company, New York, New York, which w' act as security depository for the nd ursuant to the Representation Le er. • 'Issuer" and "City" shall mean the City of Iowa' ity, State of Iowa. "Participants" shall mean those broker-dealers, bank�and other financial for which DTC holds Bonds as securities depository. \ /• "Paying Agent" shall mean U.S. Bank National Associatio or such scessor as may be approved by Issuer as provided herein and who shall c y out the s prescribed herein as Issuer's agent to provide for the payment of princi1 of and interest on the Bonds as the same shall become due. -5- • "Project" shall mean funding of programs to provide for or assist in providing for the acquisition and restoration of housing as part of a municipal housing project, including funds to assist the Towncrest Senior Housing Project. • "Project Fund" shall mean the fund required to be established by this Resolution for the deposit of the proceeds of the Bonds. / \gentr "Registrar" shall mean U.S. Bank National Association o t.Paul,r such successor as may be approved by Issuer as providherein and who ut the duties prescribed herein with respect to maintai - g a register of the e Bonds. Unless otherwise specified, the Registrar all also act as Transfer Bonds. "Resolution" shall mean this resolution aft the Bonds. • Treasurer" shall mean the Finance erector or such other officer as shall succeed to the s e duties and responsibilities w' respect to the recording and payment of the Bonds issue hereunder. Section 2. Le and C ification of Ann Tax- Other Funds to be Used. a) Levy of Annual ax. That r the purpose of providing funds to pay the principal and interest of the onds reinafter authorized to be issued, there is hereby levied for each future year the of wing direct annual tax on all of the taxable property in Iowa City, Iowa, to -wit: AMOUNT $621,692 (cash iL YEAR (JULY 1 TO JUNE 30) YEAR OF COLLECTION (NOTE: For ex ple the levy to be made and January 1, 20Y7 will be collected during the fi shall be filed with the Auditor of Johnson 2016/2017 against the taxable valuations of commencing July 1, 2018.) A certified copy of this unty, Iowa and the Auditor is hereby/instructed in and for each of the years as provide to levy and assess the tax here,Vy authorized in Section 2 of this Resolution, in like m er as other taxes are levied anassessed, and such taxes so levied in and for each of the ars aforesaid be collected i like manner as other taxes of the City are collected, and whe collected be used for the purpose of paying principal and interest on said Bonds issued in ticipation of the tax, and for no other purpose whatsoever. c) Additional City Funds Available. Principal and interest comg due at any time when the proceeds of said tax on hand shall be insufficient to pay th 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. S tion 3. Bond Fund. Said tax shall be assessed and collected each year at the same time and in a same manner as, and in addition to, all other taxes in and for the City, and when collected they call be converted into a special fund within the Debt Service Fund to be known as the "GENE OBLIGATION BOND FUND NO. 2" (the 'Bond Fund"), which is hereby pledged for and sh 1 be used only for the payment of the principal of and interest on theBodshereinafter authorize to be issued; and also there shall be apportioned to said fund itrtic of taxes received by th City from property that is centrally assessed by the State of I Section 4. Aonlication of interest except as may be pr id therefrom for the purposes of is available for the payment of the shall be insufficient to the purpo at the earliest opportunity. Any required for its purposes may be this Resolution. and Proceeds. Proceeds of the Bonds, other an accrued below, shall be credited to the Project Fun and expended nee. Any amounts on hand in the Prcje and shall be ncipal of or interest on the Bonds ata time that other funds in which event such funds shall be/epaid to the Project Fund II e on hand in the Project Fun nd not immediately ed not inconsistent with linXtations provided bylaw or Section 5. Investment of Bond FunX.I provided for by Section 3 of this Resolution . Chapter 12B, Code of Iowa, 2015, as amends members of the Federal Deposit Insurance Cc thereby and all such deposits exceeding the n FDIC or its equivalent successor in any one f compliance with Chapter 12C of the Code of pledge of direct obligations of the United St All such interim investments shall mature ei payment of principal of or interest on t Bor Section 6. seeds. All oneys held in the Bond Fund, 1 be inve ed in investments permitted by )r dep ited in financial institutions which are a tthe deposits in which are insured nt insured from time to time by tion shall be continuously secured in amended, or otherwise by a valid t having an equivalent market value. which the moneys are required for r vided. a) Bond Details. axable General Obligation Bonds f the City in the amount of $610,000, shall be iss d pursuant to the provisions of Section 84.25 of the Code of Iowa for the aforesai purposes. The Bonds shall be designated 'TAXABLE GENERAL OBLIGATION B D, SERIES 201613", be dated June 16, 2016, d bear interest from the date thereof, ntil payment thereof, at the office of the Paying A nt, said interest payable on De tuber 1, 2016, and semiannually thereafter on the 1 st y of June and December i D/ year until maturity at the rates hereinafter provided. T e Bonds shall be executed by the manual or facsimile signature oNke Mayor and att sted by the manual or facsimile signature of the Clerk, and impressed 61,rinted with e seal of the City and shall be fully registered as to both principal and interest as pr ided in this Resolution; principal, interest and premium, if any, shall be payable at t1fe office of the Paying Agent by mailing of a check to the registered owner of the Bond. -7- Bonds shall be in the denomination of $5,000 or multiples thereof. The Bonds shall we and bear interest as follows: $610,0 b) Redem tion Section 7. Issuance of B a) Notrivithstandi ownership, transfer, pay permit the exchange of I Bonds shall be issued as Interest Maturity Rate June I st 2.000% 2017 The Bonds are not subject to redemption prior to maturity. the other provisions of this Resolution regar mg registration, n\t and exchange of the Bonds, unless the suer determines to )6tory Bonds for Bonds in Authorize enominations. the amount of each maturity of Bo1Xs said principal amount less the pre name of Cede & Co., as nominee 1 Bonds registered in the name of C Clearing House or equivalent next payment date for the Bonds at the y Bonds in denominations qPthe entire principal (or, if a portion of said p ' rcipal amount is prepaid, aid amount). The Bo s must be registered in the DTC. Payment qKsemiannual interest for any d & Co. will b ade by wire transfer or New York dayYunds to tlA account of Cede & Co. on the interest I or in the Representation Letter. b) The Bonds will be initially is s in the form of separate single authenticated fully registered bonds in the amount of ach ated maturity of the Bonds. Upon initial /articipant; ance, the ownership of the Bond will be r 'stered in the registry books of the U.S. k National Association kept b the Paying A ent and Registrar in the name of Cede o., as nominee of DTC. Paying Agent an Registrar and the Issuer may treat (or its nominee) as the le and exclusive own r of the Bonds registered in its name he purposes of payme of the principal or redem tion price of or interest on the ds, selecting the Bo s or portions to be redeemed, 'ving any notice permitted or ired to be given to egistered owners of Bonds under he Resolution of the Issuer, stering the trans r of Bonds, obtaining any consent or ther action to be taken by stered owners f the Bonds and for other purposes. The aying Agent, Registrar and ssuer have o responsibility or obligation to any Particip t or Beneficial Owner of Bonds un r or through DTC with respect to the accuracy o records maintained by or any articipant; with respect to the payment by DTC or rticipant of anamount rincip or redemption price of or interest on the Bonds; with r pecttoanynotice n t owners of Bonds under the Resolution; with respect to the articipant(s) selected ive payment in the event of a partial redemption of the Bonds, raconsentgiven er action taken by DTC as registered owner of the Bonds. The P'ng Agent and istrar shall pay all principal of and premium, if any, and interest on t e Bonds only to e & Co. in accordance with the Representation Letter, and all paymen are valid and effective to fully satisfy and discharge the Issuer's obligations with respect the principal of and premium, if any, and interest on the Bonds to the extent of t e sum paid. DTC must receive an authenticated Bond for each separate stated maturity ev encing the obligation of the Issuer to make payments of principal of and premium, if any, d W-9 nterest. Upon delivery by DTC to the Paying Agent and Registrar of written notice that 11 C has determined to substitute a new nominee in place of Cede & Co., the Bonds will betrqnsferable to the new nominee in accordance with this Section. Inthe event the Issuer determines that it is in the best interest of the Beneficial Owners tb t they be able to obtain Bonds certificates, the Issuer may notify DTC and the Paying Age and Registrar, whereupon DTC will notify the Participants, of the availabilityt ugh DTC of Bonds certificates. The Bonds will be transferable in accordance with is Section. DTC may determine to discontinue providing i services with respect to the onds at any time by giving notice to the Issuer and th aying Agent and Registrar and dis arging its responsibilities under applicable law. this event, the Bonds will be fransfera le in accordance with this Section. d) Notwithstanding ny other provision of the Resolutio o the contrary, so long as any Bond is registered in t e name of Cede & Co.as nom' ee of DTC, all payments with respect to the principal o d premium, if any,, and in rest on the Bond and all notices must be made and given,spectively to DTC as rovided in the Representation letter. e) In connection with any notic or other mmunication to be provided to Bondholders by the Issuer or the Paying ent d Registrar with respect to a consent or other action to be taken by Bondholders, th suer or the Paying Agent and Registrar, as the case may be, shall establish a record d e or the consent or other action and give DTC notice of the record date not less t 15 lendar days in advance of the record date to the extent possible. Notice to TC must given only when DTC is the sole Bondholder. f) The Representation L ter is on file with DT and sets forth certain matters with respect to, among other ings, notices, consents an approvals by Bondholders and payments on the Bonds. execution and delivery of the epresentation Letter to DTC by the Issuer is ratified a confirmed. g) In the even that a transfer or exchange of the Bonds is ermitted under this Section, thetransfe or exchange may be accomplished upon recei by the Registrar from the registere owners of the Bonds to be transferred or exchand and appropriate instruments of sfer. In the event Bond certificates are issued to ho ers other than Cede & Co., i successor as nominee for DTC as holder of all the Bon or other securities d hsitory as holder of all the Bonds, the provisions of the Res uO f, apply to, among of Zion the printing of certificates and the method or payment f principal of and inte st on the certificates. Any substitute depository shall be designate in writing by the suer to the Paying Agent. Any such substitute depository shall be a q lified and regis red "clearing agency" as provided in Section 17A of the Securities Excha e Act of 34, as amended. The substitute depository shall provide for (i) immobilizati of t Depository Bonds, (ii) registration and transfer of interests in Depository Bonds by ook entries made on records of the depository or its nominee and (iii) payment of principal of, premium, if any, and interest on the Bonds in accordance with and as suc interests may appear with respect to such book entries. M li) The officers of the Issuer are authorized and directed to prepare and furnish to the purchaser, and to the attorneys approving the legality of Bonds, certified copies of roceedings, ordinances, resolutions and records and all certificates and affidavits and olkier instruments as may be required to evidence the legality and marketability of the Bo s, and all certified copies, certificates, affidavits and other instruments c stitute repro ntations of the Issuer as to the correctness of all stated or recited fact Section a)Re tratilo The ownership of Bonds may be transfe d only by the making of an entry upon he books kept for the registration and transfe f ownership of the Bonds, and in no er way. U.S. Bank National Association 's hereby appointed as Bond Registrar under the rms of this Resolution and under the rovisions of a separate agreement with the Is er filed herewith which is made part hereof by this reference. Registrar shall maintain re books of the Issuer for the egistration of ownership of the Bonds for the payment o rincipal of and interest o the Bonds as provided in this Resolution. All Bonds shal be negotiable as prov'ded in Article 8 of the Uniform Commercial Code and Sectioi 384.31 of the Co e of Iowa, subject to the provisions for registration and transfer contai din the Bon and in this Resolution. b) Transfer. The owners" hi of a, Registration Books kept for the regi tra surrender thereof at the office of the g by the holder or his duly authorized tt to the Registrar, along with the ad ess a identification number of such trpfisferee multiple individuals, of all sue transfers registered owner of a Bond Vther than a 3ond may be transferred only upon the and transfer of Bonds and only upon ar together with an assignment duly executed � in fact in such form as shall be satisfactory social security number or federal employer if registration is to be made in the name of In the event that the address of the ;is red owner which is the nominee of the broker or dealer in questio is that of a broker\hd er, there must be disclosed on the Registration Books the i on -nation pertaining tgistered owner required above. Upon the transfer of an such Bond, a new fullored Bond, of any denomination or denominations permi ed by this Resolution in to principal amount equal to the unmatured and unre eemed principal amount onsferred fully registered Bond, and bearing intere at the same rate and maturiame date or dates shall be delivered by the egistrar. c) Re stration of Transferred Bonds. Ies of a transfer of the Bonds, the Registrars ll register, at the earliest practicablon the egistration Books, the Bonds, in ecordance with the provisions of thiution. /d) Ownership. As to any Bond, the person in whose name t e ownership of the 1 shall be registered on the Registration Books of the Registrar s 11 be deemed and rded as the absolute owner thereof for all purposes, and payment o or on account of principal of any such Bonds and the premium, if any, and interest th eon shall be Ie only to or upon the order of the registered owner thereof or his legs representative. -10- All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid. e) Cancellation. All Bonds which have been redeemed shall not b reissued but shal a cancelled by the Registrar. All Bonds which are cancelled by t Registrar shall be des (oyed and a certificate of the destruction thereof shall be fern' ed promptly to the Issuer; p vided that if the Issuer shall so direct, the Registrarsha forward the cancelled Bonds to t e Issuer. f)T payment of bond is not In the event any of or interest on the Bonds is for payment of principal at tl sufficient to pay sue nncipal of or interest on BF the Paying Agent for t benefit of the owner th6r( owner thereof for such and be completely dischar d, hold such funds, without li& Bonds who shall thereafter be i whatever nature on his part um or Bonds. The Paying Agent's equal to two years and six mor, or payment and thereup tv for inure ponent check representing ed to the Paying Agent or if any aturity or redemption date, if funds shall have been made available to of, all liability of the Issuer to the Bonds shall forthwith cease, terminate it shall be the duty of the Paying Agent to thereon, for the benefit of the owner of such !d exclusively to such funds for any claim of Resolution or on, or with respect to, such interest ion to hold such funds shall continue for a period owing the date on which such interest or principal became due, whether at ma ity, or a he date fixed for redemption thereof, or otherwise, at which time Paying Ag t, shall surrender any remaining funds so held to the Issuer, whereupo any claim under is Resolution by the Owners of such interest or Bonds of whatever ature shall be made on the Issuer. g) Re istr on and Transfer Fees. The egistrar may furnish to each owner, at the Issuer's /ho e, one bond for each annual mFs . The Registrar shall furnish additional Bn lesser denominations (but notthan the minimum denomination) to an ownero requests. Section In case any /rar ing Bo d shall become mutilated or be destroyed, stolen lost, the Issuer shall at the of Re strar authenticate and deliver a new Bond of like ten and amount as the Bond so d, d stroyed, stolen or lost, in exchange and substitution for ch mutilated Bond to r, pan surrender of such mutilated Bond, or in lieu of and subs 'tution for the Bond e , stolen or lost, upon filing with the Registrar evidencesatisfact to the Registrar and at such Bond has been destroyed, stolen or lost and proof of owner ip thereof, and mishing the Registrar and Issuer with satisfactory indemnity and com lying with such asonable regulations as the Issuer or its agent may prescribe and payin uch expenses as er may incur in connection therewith. Secrion 10. Record Date. Payments of principal and interest, otherwise than upon full redemption, made in respect of any Bond, shall be made to the registered holder ther f or to their designated agent as the same appear on the books of the Registrar on the 15th da of the month preceding the payment date. All such payments shall fully discharge the obligati sof -11- the IS!Ser in respect of such Bonds to the extent of the payments so made. Payment of principal shall on be made upon surrender of the Bond to the Paying Agent. See n 11. Execution, Authentication and Delivery of the Bonds Upon the adoption of this Resolutio ,the Mayor and Clerk shall execute and deliver the Bonds to the Registrar, who shall authentica the Bonds and deliver the same to or upon order of the Purchaser. No Bond shall be valid or ligatory for any purpose or shall be entitled to any right or benefit ereunder unless the Registra shall duly endorse and execute on such Bond a Certificate of hentication substantially in the of the Certificate herein set forth. Such Certificate upo ny Bond executed on behalf of a Issuer shall be conclusive evidence that the Bond so uthenticated has been duly issued under is Resolution and that the holder thereof is entitle o the benefits of this Resolution. No Bonds shall be aulkenticated and delivered by the Regis r unless and until there shall have been provided the f lowing: 1. A certified copy o e Resolution /thenance horizing the issuance of the Bonds; 2. A written order of Issu signed by Director of the Issuer directing the authentication and deliv of the pon the order of the Purchaser upon payment of the pure se pric therein; The approving opinion of validity and legality of all Section 12. Right to No to name a substitute, successor each registered bondholder. Section 13. & Cooney, P.C., Bond Counsel, concerning the ids proposed to be issued. or Paying Bonds shall be it or Registrar. Issuer reserves the right upon giving prompt written notice to "STATE OF IOWA" / "COUNTY OF JOHNSON" "CITY OF IOWA CITY" "TAXABLE GENERAL OBLIGATION BO "SERIES 201613" ESSENTIAL CORPORATE PURPOSE Rate: Maturity: Bond Date: June 16, 2016 CUSIP No.: "Registered" Certificate No. Principal Amount: $ -12- in the form as follows: 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 (Registration panel to be completed by Registrar or Printer with name of Registered Ow\assigns, or rsigns, the principal sum of (enter principal amount in long form) THOUSAND DOlawful money of the United States of America/leon ty date shown above, onltation and surrender hereof at the office of onal Association, St. Paua, ing Agent of this issue, or its successorn the sum from the datil pai t the rate per annum specified above, cember 1, 2016, and semereafter the 1 st day of June and Decembe Interest and principal all be paid to the registe dholder of the Bond as shown on the records of ownership maintaine y the Registrar as the 15th day of the month preceding such interest payment date. Interest sha be computed the basis of a 360 -day year of twelve 30 - day months. THE HOLDERS OF THE BON HOULD TREAT THE INTEREST AS SUBJECT TO FEDERAL INCOME T ION. This Bond is issued pursuant t the provisio of Section 384.25 of the Code of Iowa, for the purpose of paying costs of fundi g of programs to ovide for or assist in providing for the acquisition and restoration of hous' g as part of a munici I housing project, including funds to assist the Towncrest Senior Hou ng Project, in conformity a Resolution of the Council of said City duly passed and approved Unless this certific a is presented by an authorized represen Live of The Depository Trust Company, a limite urpose trust company ("DTC"), to the Issue or its agent for registration of transfer, xchange or payment, and any certificate issued i egistered in the name of Cede & Co. or suc other name as requested by an authorized represents 've of DTC the any payment is made to ede & Co. or to such other Issuer as is requested by an a homed representative ofVIBY D C), ANY TRANSFER, PLEDGE OR OTHER USE HERE FOR VALUE OR OTHERWIOR TO ANY PERSON IS WRONGFUL inasmuch as the r 'stered owner hereof, C & Co., has an interest herein. The Binds are not subject to redemption prior to maturity. Ow ership of this Bond may be transferred only by transfer upon the books kept for such purpose b U.S. Bank National Association, St. Paul, Minnesota, the Registrar. Such transfer on the book shall occur only upon presentation and surrender of this Bond at the office of the Registr as designated below, together with an assignment duly executed by the owner hereof or his dul authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the ri t to substitute the Registrar and Paying Agent but shall, however, promptly give notice to -13- registered Bondholders of such change. All bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.31 of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bond Resolution. And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to be per ed precedent to the lawful issue of this Bond, have been existent, had, done and performe as required by law; that provision has been made for the levy of a sufficient continuing nnual tax on all the taxable property within the territory of the Issuer for the payment of the princi 1 and interest of this Bond as the same will respectively become due; that such taxes have bee irrevocably pledged for the prompt payment hereof, both principal and interest; and the total in btedness of the Issuer including this Bond, does not exceed the constitutional or statutory limitatio . IN TESTIMO WHEREOF, the Issuer by its Council, has caused this Bond t e signed by the manual or csimile signature of its Mayor and attested by the manua r facsimile signature of its City Clerk, ith the seal of the City printed or impressed hereon hid to be authenticated by the manual 'gnature of an authorized representative of the egistrar, U.S. Bank National Association, St. Paul, innesota. This isne of the Bonds describe m the within mentioned Resolutio as registered by U� . Bank National Association U.S. BANK St. Paul, Mii Registrar By: Auth zed Signature Registrar/anransfer Agen . U.S. Bank National Association Paying A .S. Bank National Association SEE XtVERSE FOR CERTAIN Block) CITY OF IOWA CITY, STATE OF IOWA By: Mayor ATTEST: By: (mt City Clerk -14- (Information Required for Registration) ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. _ ) d and does hereby irrevocably constitute and appoint fact to transfer the said Bond on the books kept for registration of the within Bond, Ykver of substitution in thepremises. within � attorney with full Dated: SIGNATURE) executing this Assignment sign(s) here) TANT - READ CAFWFULLY The signature(s) to this Powe% of the certificate(s) or bond(s) change whatever. Signature g prevailing standards and prod and procedures may require si institutions that participate in INFORMATION Name of Transferee(s) Address of Transferee(s) Social Security or Tax I Number of Tr Transferee is a(n): �� the ast d corresp with the name(s) as written upon the face every p _u _Iar without alteration or enlargement or any to ust be provided in accordance with the re of the Registrar and Transfer Agent. Such standards ur to be guaranteed by certain eligible guarantor :cognr ed signature guarantee program. ?D FOR EGISTRATION OF TRANSFER Trust *If the Bo is to be registered in the names of multiple individual o ners, the names of all such owners d one address and social security number must be provided. The following abbreviations, when used in the inscription on the fke this Bond, shall Y" be nstrued as though written out in full according to applicable laws or re lations: -15- 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 .......... (Cult) (Minor) Under Iowa Uniform Transfers to Minors Act ................... (State) ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST (End of form of Bond) Section 4. Closing Documents. The Mayor and City Clerk are thorized and directed to execute, attest, eal and deliver for and on behalf of the City any o er additional certificates, documents, or oth apers and perform all other acts, including w' out limitation the execution of all closing docume ts, as they may deem necessary or appro ate in order to implement and carry out the intent and ores of this Resolution. Section 15. Contract vtween Issuer and Purcha r. This Resolution constitutes a contract between said City and e purchaser of the B ds. Section 16. Continuing Disc su comply with and carry out all of the pr provisions of the Continuing Disclosure of this Resolution and made a part hereo Resolution, failure of the Issuer to be considered an event of default i Beneficial Owner may take such a specific performance by court or Continuing Disclosure Certific e. this The Xuer hereby covenants and agrees that it will ins f the Continuing Disclosure Certificate, and the cate are hereby incorporated by reference as part Jotwithstanding any other provision of this v the Continuing Disclosure Certificate shall not Re olution; however, any holder of the Bonds or frons as may necessary and appropriate, including seeking to cause the Is er to comply with its obligations under the For purposes of ' section, 'Beneficial Owner" means any person which (a) has the pow r, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, aio Bond (including persons hol i g Bonds through nominees, depositories or other inte ediaries), or (b) is treated as the o ner of any Bonds for federal income tax purposes. Section 17. e eal of ConflictingResolutions or Ordinance All ordinances and resolutions and p is of ordinances and resolutions in conflict herewi are hereby repealed. Sectio 18. Severability Clause. If any section, paragraph, clause r provision of this Resolution held invalid, such invalidity shall not affect any of the remai 'ng provisions hereof, an this Resolution shall become effective immediately upon its pass e and approval. -16- PASSED AND APPROVED this 17th day of May, 2016. „ - CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and elivered by the City of Iowa City, State of Iowa (the "Issuer"), in connection with the issuance 0 610,000 Taxable General Obligation Bonds, Series 2016B (the "Bonds") dated June 2016. The Bonds are being issued pursuant to a Resolution of the Issuer approve on May 17, 016 (the "Resolution"). The Issuer covenants and agrees as follows: Secti 1. Pumose of the Disclosure Certificate. This Disclosure Certi to is being executed and d 'vered by the Issuer for the benefit of the Holders and Bene ial Owners of the Bonds and in ord to assist the Participating Underwriters in complying rth S.E.C. Rule 15c2 - 12(b)(5). Section 2. Defin ions. In addition to the definitions set rth in the Resolution, which apply to any capitalized to used addition Disclosure Certific unless otherwise defined in this Section, the following capit ized terms shall have the foll mg meanings: "Annual Financial Info ation" shall mean fi cial information or operating data of the type included in the final Official tatement, provi d at least annually by the Issuer pursuant to, and as described in, Sections 3 and of this Dis osure Certificate. "Beneficial Owner" shall mean I y rson which (a) has the power, directly or indirectly, to vote or consent with respect to, or to di os of ownership of, any Bonds (including persons holding Bonds through nominees, depo to s or other intermediaries), or (b) is treated as the owner of any Bonds for federa/inco tax pu\thaSaturday "Business Day" shall my other or a Sunday or a day on which banks in Iowa are authorized od by lae. "Dissemination Age t" shall mean the Issuer or\'tten ation Agent designated in writing by the Issuer and ch has filed with the Issuereptance of such designation. "Holders" sh 1 mean the registered holders of thecorded in the registration books of the Reeis ar. "Listed Yvents" shall mean any of the events listed in Section 5(1 0 f this Disclosure Certificate. / Securities Rulemaking Board" or "MSRB" shall mean theunici ing Board, 1300 I Street NW, Suite 1000, Washington, DC 2 005 [National Repository" shall mean the MSRB's Electronic Municipal Market a/k/a "EMMA" (emma.msrb.org). "Official Statement" shall mean the Issuer's Official Statement for the Bonds, dated , 2016. "Participating Underwriter" shall mean any of the original underwriters of the Bonds I to comply with the Rule in connection with offering of the Bonds. "Rule" shall mean Rule 15c2 -12(b)(5) adopted by the Securities and Exchange Comm' sion under the Securities Exchange Act of 1934, as the same may be amended from to time. mean the State of Iowa. Section 3. a) The I hundred ten (21 shall, or shall cause the Dissemination A ys after the end of the Issuer's fiscal year commencing with irifQm Repository an Annual Section 4 of this Disclosi submitted in such format format). The Annual Fin or as separate documents on for the 2015/2016 fiscal cial Information filing con; Certificate. The Annual Fi required by the 1 Information fi may cross-reference other informN Certificate; provided that the audit separately from the balance of the date required above for the filing ( available by that date. If the Issue change in the same manner as for as not later than two tly June 30th), to the National with the requirements of I Information filing must be Jy in "searchable PDF" mg ay be submitted as a single document r1. e Annual Financial Information filing ed Section 4 of this Disclosure statements of the Issuer may be submitted ncial Information filing and later than the I Financial Information if they are not r changes, it shall give notice of such at under Section 5(c). b) If the /by bl to provide to the ational Repository the Annual Financial Informate required in subse 'on (a), the Issuer shall send a notice to the Municipalulemaking Board, if any, 'n substantially the form attached as Exhibit A. c) The DAgent shall: i.le Annual Financial Information 'htheNational Reuosito ii. (if the Dissemination Agent is other than the Issuer file a report with the suer certifying that the Annual Financial Information has en filed pursuant to his Disclosure Certificate, stating the date it was filed. 4. Content of Annual Financial Information. The Issuer's Annual ng 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 \thhereof rally accepted accounting principles, noting thesliscrepancies therefrom d the eof. If the Issuer's audited financial statements for the preceding year re not by the time Annual Financial Information is required to be filed p uant toa), the Annual Financial Information filing shall contain unau ' ed financial of the type included in the final Official Statement, and audited financial all be filed in the same manner as the Annual Finan ' 1 Information when e ailable. b) A table, schedule or other information prepare as of the end of the preceding fiscal year, of the t e contained in the final Official atement under the captions "Property Valuations , "Trend of Valuations", "La er Taxpayers", "Debt Limit", "Direct Debt", "Tax Rates" and ' evies and Collections". Any or all of the items listed above y be includ by specific reference to other documents, including official statements of debt is es of Issuer or related public entities, which have been filed with the National Repository. ssuer shall clearly identify each such other document so included by reference. Section 5. a) Pursuant to the ovisions of this ection, the Issuer shall give, or cause to be given, notice of the occ ence of any of the llowing events with respect to the Bonds in a timely manner no -ter than 10 Business\dehuencies; ay of the occurrence of the event: i. rincipal and interest payme ii. Non-payment related defauliii. Unscheduled draws on debt reflecting financial iv. Unscheduled draws on credit enhancements rel\Reve Bonds reflecting financial difficulties; v. Substitution of credit or liquidity providers, or to perform; vi. Adverse tax opinions, the issuance by the InterService of proposed or final determinations of taxability, Notices of ue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax-exempt status of the Series Bonds, or material events affecting the tax-exempt status of the Bonds; vii. Modifications to rights of Holders of the Bonds, if material; viii. Bond calls (excluding sinking fund mandatory redemptions), if material, and tender offers; ix. Defeasances of the Bonds; x. Release, substitution, or sale of property securing repayr en f the if material; �� xi. Rating changes on the Bonds; Bankruptcy, insolvency, receivership or sirgifar event of the Issuer; xiii. a consummation of a merger, cons idation, or acquisition involving the Is er or the sale of all or subst sally all of the assets of the Issuer, other than in the o Mary course of busines the entry into a definitive agreement to undertake such anction or the terrain on of a definitive agreement relating to any such actions, other an pursuant t9/its terms, if material; and xiv. Appointment oN suc ssor or additional trustee or the change of name of a trustee, if material. b) Whenever the Issuerobt ' s th owledge of the occurrence of a Listed Event, the Issuer shall determine " the occuNence is subject to notice only if material, and if so shall as soon as possi a determine i such event would be material under applicable federal securities ws. C) If the Issuer de rmines that knowledge the occurrence of a Listed Event is not subject to materials , or determines such occurr ce is subject to materiality and would be mate/iumr applicable federal securities 1 s, the Issuer shall promptly, but not later than 1ss Days after the occurrence of event, file a notice of such occurrence witnicipal Securities Rulemaking Bo through the filing with the National Repo Section 6. TArmination of Reporting Obligation. The Issuer's obligations under this Disclosure Certif ate shall terminate upon the legal defeasance, prior red\ecognized ment in full of all of the onds or upon the Issuer's receipt of an opinion of nationbond counsel to the ffect that, because of legislative action or final judicial acttrative actions or p ceedings, the failure of the Issuer to comply with the terms cause Participat' g Underwriters to be in violation of the Rule or other applicabs of the Securiti s Exchange Act of 1934, as amended. 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. 7 Section 8. Amendment: Waiver. Notwithstand/otberer prod ion of this Disclosure ;ate, the Issuer may amend this Disclosure Certiany ovisionofthis e Certificate maybe waived, provided that thg c nditions are satisfied: a) If the amendment or waiver relates toions of Section 3(a), 4, or5(a), it may ily be made in connection with a changmstances that arises from a change in gal requirements, change in law, or the identity, nature or status of an obligate erson with respect to the Bonds, o of business conducted; b) The un ertaking, as amended or t 'ng into account such waiver, would, in the opinion of national recognized bond co se, , , have complied with the requirements of the Rule at the time o the original issu ce of the Bonds, after taking into account any amendments or interpre tions of the ule, as well as any change in circumstances; and c) The amendment o wai r either (i) is approved by the Holders of the Bonds in the same manner as provided e Resolution for amendments to the Resolution with the consent of Holders, or (ii) o not, in the opinion of nationally recognized bond counsel, materially impair t inter is of the Holders or Beneficial Owners of the Bonds. In the event of any amendment waiver of a pr is on of this Disclosure Certificate, the Issuer shall describe such amendmen m the next Ann a] 'nancial Information filing, and shall include, as applicable, a nary ive explanation of the \byg or the amendment or waiver and its impact on the type (or in th case of a change of accoprinciples, on the presentation) of financial information or o erating data being presenta Issuer. Section 9. Addconal Information. Nothing in this Disc sure Certificate shall be deemed to prevent thyIssuer from disseminating any other inform tion, using the means of dissemination set fo in this Disclosure Certificate or any other me s of communication, or including any oth information in any Annual Financial Information 'ng or notice of occurrence of a sted Event, in addition to that which is required by this isclosure Certificate. If the Issuer ch ses to include any information in any Annual Financial In ation filing or notice of occu ence of a Listed Event in addition to that which is specifically uired by this Disclosure C rtificate, the Issuer shall have no obligation under this Certificate to date such information r include it in any future Annual Financial Information filing or notice f occurrenc of a Listed Event. Vection 10. Default. In the event of a failure of the Issuer to comply with any prow of this nisclosure Certificate, any Holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or 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 efault under this Disclosure Certificate shall not be deemed an event of default under t R olution, and the sole remedy under this Disclosure Certificate in the event of any ure of the suer to comply with this Disclosure Certificate shall be an action to compel p formance. ction 11. Duties Immunities and Liabilities of Dissemination A en The Dissemina 'on Agent shall have only such duties as are specifically set forYin this Disclosure Certificate, aXcd the Issuer agrees to indemnify and save the Disseminatio Agent, its officers, directors, emp ees and agents, harmless against any loss, expense liabilities which it may incur arising out or in the exercise or performance of its powers d duties hereunder, including the costs d expenses (including attorneys' fees) of de nding against any claim of liability, but excludin liabilities due to the Dissemination Age 's negligence or willful misconduct. The oblig 'ons of the Issuer under this Section all survive resignation or removal of the Dissemination Age and payment of the Bonds. Section 12. Benefician q the Issuer, the Dissemination Ag Owners from time to time of the Date: day of ATTEST: This Disclosure Ce (ficate shall inure solely to the benefit of it, the Particshipatin nderwriters and Holders and Beneficial ds, and all eate no rights in any other person or entity. 2016. CITY OF IOWA CITY, STATE OF IOWA EXHIBIT A NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL INFORMATION City of Iowa City, Iowa. Name of%ndsue: $610,000 Taxable General Obligation Bondsries 2016B Dated Dasue: June 16, 2016 NOTICE I EREBY GIVEN that the Issuer has t provided Annual Financial Information with resp ct to the above-named Bonds as r quired by Section 3 of the Continuing Disclosure Certificate livered by the Issuer in conn tion with the Bonds. The Issuer anticipates that the Ann* Financial Information wT be filed by Dated: day of CITY OF IOWA CITY, STATE OF IOWA By: Its: 01231535-1\10714-122 Section 2. That the statement of information for Note bidders and the form of contract for sale of the Notes are hereby approved and the Mayor and Clerk are authorized to execute the ,'o,,on behalf of the City. / ction 3. That all acts of the Clerk done in furtherance of the sale of the No s are hereby ratified and approved. PASSEIkAND APPROVED this 17th day of May, 2016. ATTEST: City Clerk Mayor M /6, May 17, 2016 The Finance Director of the City of Iowa City, State of Iowa, met in City Hall, 410 E. Washington, Iowa City, Iowa, at 10:00 A.M., on the above date, to open sealed bids received, access electronic bids and to refer the sale of the Notes to the best and most favorable bidder for cash, subject to approval by the City Council at 7:00 P.M. on the above date. The following persons were present: _Dennis Bockenstedt, Manan Karr, Jon Burmeister - 1 - This being the time and place for the opening of bids for the sale of $10,215,000 (Subject to Adjustment per Terms of Offering) Sewer Revenue Refunding Capital Loan Notes, Series 2016C, the meeting was opened for the receipt of bids for the Notes. The following actions were taken: Sealed bids were filed and listed in the minutes while unopened, as follows: Name & Address of Bidders: (Attach List of Bidders) 2. The Finance Director then declared the time for filing of sealed bids to be closed and that the sealed bids be opened. The sealed bids were opened and announced. -2- 3. Electronic bids received were accessed and announced as follows: Name & Address of Bidders Name Address U.S. Bancorp Investments, Inc. New York, NY Morgan Stanley & Co., LLC New York, NY J.P. Morgan Securities LLC New York, NY Hutchinson, Shockey, Erley & Co. Chicago, IL Bank of America Merrill Lynch New York, NY Robert W. Baird & Co., Inc. Milwaukee, WI 4. The best bid was determined to be as follows: Name & Address of Bidder: U.S.Bancorp Investments, hie. New York, NY True Interest Rate (as -bid): .9998% Net Interest Cost (as -bid): $323,382.38 In consultation with the Municipal Advisor, the City considered the adjustment of the aggregate principal amount of the Notes and each scheduled maturity thereof in accordance with the Terms of Offering and the following actions were taken: Final Par Amount as adjusted: $9,360,000 Purchase Price as adjusted: $10,101,495.19 All bids were then referred to the Council for action. -3- May 17, 2016 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 7:00 P.M., on the above date. There were present Mayor Throgmorton in the chair, and the following named Council Members: Botchway, Cole, Mims, Taylor, Thomas, Throgmorton Absent: Dickens Vacant: Council Member Mims introduced the following Resolution entitled "RESOLUTION DIRECTING SALE OF $9,360,000 SEWER REVENUE REFUNDING CAPITAL LOAN NOTES, SERIES 2016C," and moved its adoption. Council Member Botchway seconded the motion to adopt. The roll was called and the vote was, AYES: Botchway, Cole, Mims Taylor, Thomas, Throgmorton NAYS: None ABSENT: Dickens Whereupon, the Mayor declared the following Resolution duly adopted: Resolution No 16-166 RESOLUTION DIRECTING SALE OF $9,360,000 SEWER REVENUE REFUNDING CAPITAL LOAN NOTES, SERIES 2016C WHEREAS, bids have been received for the Notes described as follows and the best bid received (with permitted adjustments, if any) is determined to be the following: $9,360,000 SEWER REVENUE REFUNDING CAPITAL LOAN NOTES, SERIES 2016C Bidder: U.S. Bancorp Investments, hic. of New York, New York The terms of award: Final Par Amount as adjusted: $9,360,000 Purchase Price as adjusted: $ 10,101,495.19 True Interest Rate: 1.0003% Net Interest Cost: $297,894.39 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, STATE OF IOWA: Section 1. That the bid for the Notes as above set out is hereby determined to be the best and most favorable bid received and, the Notes are hereby awarded as described above. -5- Section 2. That the statement of information for Note bidders and the form of contract for the sale of the Notes are hereby approved and the Mayor and Clerk are authorized to execute the same on behalf of the City. Section 3. That all acts of the Clerk done in furtherance of the sale of the Notes are hereby ratified and approved. PASSED AND APPROVED this 17th day of May, 2016. ayor ATTEST: �1 K . kz� City Clerk 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 records of the City showing proceedings of the 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 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 Council hereto affixed this 17th day of May 2016. City Clerk, City of 16wa City, State (SEAL) 01237715-1\10714-121 Council Member RESOLUTION DIRECTING S REFUNDING CAPITAL LOA Member vote was, AYES: NAYS: introduced the following Resolution entitled ALE OF $ SEWER REVEN I NOTES, SERIES 2016C," and moved its adopt on. Council seconded the motion to adopt. The roll was c fled and the Whereupon, the Mayor declared RESOLUTION DIRECTING SEWER REVENUE REFUN] SERIES 2016C WHEREAS, bids have been recei ed for received (with permitted adjustments, i any) is $ $EWER REQ LOAN NOTES, SFr(tIES 2016C Bidder: // of The terms of award: Final Paz Amoupt as adjusted: $ Purchase Prip(e as adjusted: $ True Interest Rate: Net Interest Cost: $ duly adopted: OF $ CAPITAL LOAN NOTES, Notes described as follows and the best bid :mined to be the following: REFUNDING CAPITAL OW, THEREFORE, BE IT RESOLVED BY THE OF 19WA CITY, STATE OF IOWA: Section 1. That the bid for the Notes as above set out is and most favorable bid received and, the Notes are hereby awa -5- COUNCIL OF THE CITY by determined to be the best as described above. 16 May 17, 2016 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: 00 r .M., on the above date. There were present Mayor Throgmorton in the chair, and the following named Council Members: Cole, Botchwav Mims Taylor Thomas Throgmorton Absent: Dickens Vacant: None -1- 17 Council Member Mims introduced the following resolution entitled "RESOLUTION APPOINTING U.S. BANK NATIONAL ASSOCIATION OF ST. PAUL, MINNESOTA, TO SERVE AS PAYING AGENT, NOTE REGISTRAR, AND TRANSFER AGENT, APPROVING THE PAYING AGENT AND NOTE REGISTRAR AND TRANSFER AGENT AGREEMENT AND AUTHORIZING THE EXECUTION OF THE AGREEMENT", and moved that the resolution be adopted. Council Member Botchway seconded the motion to adopt. The roll was called and the vote was, AYES: Botchway, Cole, Mims Taylor, Thomas, Throgmorton NAYS: None ABSENT: Dickens Whereupon, the Mayor declared the resolution duly adopted as follows: Resolution No 16-167 RESOLUTION APPOINTING U.S. BANK NATIONAL ASSOCIATION OF ST. PAUL, MINNESOTA, TO SERVE AS PAYING AGENT, NOTE REGISTRAR, AND TRANSFER AGENT, APPROVING THE PAYING AGENT AND NOTE REGISTRAR AND TRANSFER AGENT AGREEMENT AND AUTHORIZING THE EXECUTION OF THE AGREEMENT WHEREAS, $9,360,000 Sewer Revenue Refunding Capital Loan Notes, Series 2016C, dated June 16, 2016, have been sold and action should now be taken to provide for the maintenance of records, registration of certificates and payment of principal and interest in connection with the issuance of the notes; and WHEREAS, this Council has deemed that the services offered by U.S. Bank National Association of St. Paul, Minnesota, are necessary for compliance with rules, regulations, and requirements governing the registration, transfer and payment of registered notes; and WHEREAS, a Paying Agent, Note Registrar and Transfer Agent Agreement (hereafter "Agreement") has been prepared to be entered into between the City and U.S. Bank National Association. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, STATE OF IOWA: -2- Section 1. That U.S. Bank National Association of St. Paul, Minnesota, is hereby appointed to serve as Paying Agent, Note Registrar and Transfer Agent in connection with the issuance of $9,360,000 Sewer Revenue Refunding Capital Loan Notes, Series 2016C, dated June 16, 2016. Section 2. That the Agreement with U.S. Bank National Association of St. Paul, Minnesota, is hereby approved and that the Mayor and Clerk are authorized to sign the Agreement on behalf of the City. PASSED AND APPROVED this 17th day of May, 2016. ATTEST: City ler Ma or -3- AGREEMENT RELATING TO PAYING AGENCY, REGISTRAR AND TRANSRER AGENCY THIS PAYING AGENT/BOND REGISTRAR AGREEMENT (this "Agreement"), is entered into as of June 164i, 2016 by and between the City of Iowa City, Iowa (the "Issuer"), and U.S. Bank National Association ("Bank"), as Paying Agent and Bond Registrar, RECITAI.,S WHEREAS the Issuer has duly authorized and provided for the issuance of its Bonds, entitled Sewer Revenue Refunding Capital Loan Notes, Series 2016C (the "Bonds") in an aggregate principal amount of $10,215,000 to be issued as fidly registered bonds without coupons; WHE RE, the Issuer will ensure all things necessary to make the Bonds the valid obligations of the Issuer, in accordance with their terms, will be done upon the issuance and delivery thereof; WHEREAS the Issuer and the Bank wish to provide the terms under which Bank will act as Paying Agent to pay the principal, redemption premium (if any) and interest on the Bonds, in accordance with the terms thereof, and under which the Bank will act as Registrar for the Bonds; WHEREAS the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent and Bond Registrar for the Bonds; WHEREAS the Issuer has duly authorized the execution and delivery of this Agreement; and all things necessary to make this Agreement a valid agreement have been done. NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE Section 1.01. Definitions. For all purposes of this Agreement except as otherwise expressly provided or unless the context otherwise requires: Definition of Terms. The terms "item", "receipt", "transfer", "turnaround", "process", "business day", and other terms used throughout the Agreement shall be deemed to have the meanings provided in Rules 17Ad-1 and 17Ad-2 of the Regulations promulgated pursuant to the Securities Exchange Act of 1934 and Section 76.10(4) of the Code of Iowa, as amended and in effect from time to time. "Bank" means U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America. "Bond Register" means the book or books of registration kept by the Bank in which are maintained the names and addresses and principal amounts registered to each Registered Owner. "Fiscal Year" means the fiscal year of the Issuer ending on June 30 of each year. "Issuer" means City of Iowa City. "Paying Agent" means the Bank when it is performing the function of paying agent for the Bonds. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a govenunent or any entity whatsoever. 'Registered Owner" means a Person in whose name a Bond is registered in the Bond Register. "Registrar" means the Bank when it is perforating the function of registrar for the Bonds. "Stated Maturity" when used with respect to any Bond means the date specified in the Bond as the date on which the principal of such Bond is due and payable. ARTICLE TWO APPOINTMENT Or, BANK AS PAYING AGENT AND BOND REGISTRAR Section 2.01. Appointment and Acceptance. The Issuer hereby appoints the Bank to act as Paying Agent with respect to the Bonds, to pay to the Registered Owners in accordance with the terms and provisions of this Agreement the principal of, redemption premium (if any), and interest on all or any of the Bonds. The Issuer hereby appoints the Bank as Registrar with respect to the Bonds. As Registrar, the Bank shall keep and maintain for and on behalf of the Issuer, books and records as to the ownership of the Bonds and with respect to the transfer and exchange thereof as herehr provided. The Bank hereby accepts its appointment, and agrees to act as Paying Agent and Bond Registrar. Section 2.02. Compensation. As compensation for the Bank's services as Paying Agent and Bond Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in. The Bank's proposal for paying agent/registrar services dated March 12, 2015. In addition, the Issuer agrees to reimburse the Bank, upon its request, for all reasonable and necessary out- of-pocket expenses, disbursements, and advances, including without limitation the reasonable fees, expenses, and disbursements made or incurred by the Bank in connection with entering into and performing. under this Agreement. AR'T'ICLE THREE PAYING AGENT Section 3.01. Duties of Paying Agent. As Paying Agent, the Bank, provided sufficient collected funds have been provided to it for such purpose by or on behalf of the Issuer, shall pay on behalf of the issuer the principal of, redemption premium, if any, and interest on each Bond in accordance with the provisions of the Bond. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of, redemption premium (if any) and interest on the Bonds , to the extent such funds have herein been provided by the Issuer, as follows: (a) At least three business days prior to each payment date Issuer will deposit with the Agent in immediately available funds such amount as is required to make such payment. (b) One business day before each payment date Agent will pay interest and, upon presentation and surrender of the matured or called Obligations, will pay principal to each registered owner of the Obligations as of the record date by mailing a check to each such owner. In any case where the date of maturity of interest on or principal of the Obligations or the date fixed for redemption of any Obligations shall be a Sunday or a legal holiday or a day on which the banking institutions are authorized by law to close, then payment of interest or principal may be made on the succeeding business day with the same force and effect as if made on the date of maturity or the date fixed for redemption. Provided, however, that payment of principal shall be made not later than the second day after receipt of the matrared Obligation. (c) When the Agent shall receive notice from Issuer of its option to redeem Obligations prior to maturity, the Agent shall select the Obligations to be redeemed and give notice of the redemption thereof, all in accordance with the terms of the Obligations and the Resolution, The Bank shall not be required to pay interest on any funds of the Issuer for any period during which such funds are held by the Bank awaiting the presentation of the Bonds for payment. ARTICLE FOUR REGISTRAR Section 4.01. Initial Delivery of Bonds. The Bonds will be initially registered and delivered to the purchaser designated by the Issuer as one Bond for each maturity. If such purchaser delivers a written request to the Bank not later than five business days prior to the date of initial delivery, the Bank will, on the date of initial delivery, deliver Bonds of authorized denominations, registered in accordance with the instructions in such written request. Section 4.02. Duties of Registrar. The Bank shall provide for the proper registration of transfer, exchange and replacement of the Bonds. Every Bond surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which as been guaranteed by an eligible guarantor institution, in form acceptable to the Batik, duly executed by the Registered Owner thereof or his attorney duly authorized in writing. The Registrar may request any supporting documentation it deems necessary or appropriate to affect a re -registration. Bank shall comply at all titres with such rules, regulations, and requirements as may govern the registration, transfer and payment of registered Bonds including without limitation Chapters 76, 384, 554.8101 et seq. Code of Iowa and standards issued from time to time by the Municipal Securities Rulemaking Board of the United States and any other securities industry standard and the requirements of the Internal Revenue Code of 1986. For purposes of determining the registered owners of the Bonds, the record date shall be deemed to be the fifteenth day of the month preceding the date on which payment of principal, premium, if any, or interest is payable to the registered owners of the Bonds ("payment date') whether such payment is due to optional redemption, operation of a sinking fund, or for any other reason. Bank agrees that it will turnaround within three business days of receipt all items received in proper form for transfer, process or other action pursuant to the terms of this Agreement. Bank will promptly cancel and deliver to Issuer all Bonds or certificates representing the Bonds surrendered to it upon payment of the principal, premium, if any, and interest owing on such Bonds. In the event any payment check representing payment of interest or principal on the Bonds is returned to the Bank or is not presented for payment, or if any Bonds is not presented for payment of principal or premium, if any, at the maturity or redemption date, if funds sufficient to pay such interest on Bonds shall have been made available to the Bank for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Bonds shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Bank to hold such funds, without liability for interest thereon, for the benefit of the owner of such Bonds who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Agreement or on, or with respect to, such interest or Bonds. The Bank'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 Bank, shall surrender any remaining funds so held to the Issuer, whereupon any claim under this Agreement by the Owners of such interest or Bonds of whatever nature shall be made upon the Issuer. Section 4.03. Unauthenticated Bonds, The Issuer shall provide to the Bank on a continuing basis, an adequate inventory of unauthenticated Bonds to facilitate transfers. The Bank agrees that it will maintain such unauthenticated Bonds in safekeeping. Section 4.04. Form of Bond Register. The Bank as Registrar will maintain its records as Bond Registrar in accordance with standards issued from time to time by the Municipal Securities Rulemaking Board of the United States and any other securities industry standard and the requirements of the Internal Revenue Code of 1986 and Chapter 76 of the Code of Iowa. Section 4.05. Reports. The records of Bank shall be in such form as to be in compliance with standards issued from time to time by the Municipal Securities Rulemaking Board of the United States and any other securities industry standard and the requirements of the Internal Revenue Code of 1986 and Chapter 76 of the Code of Iowa. Bank's records in connection with the Bonds shall remain confidential records entitled to protection and confidentiality pursuant to Section 22.7(17), Code of Iowa. Agent agrees that its use of the records will be limited to the purposes of this Agreement and that Agent will make no private use or permit any private access thereto. The Bank will not release or disclose the content of the Bond Register to any person other than to the Issuer at its written request, except upon receipt of a subpoena or court order or as may otherwise be required by law. Upon receipt of a subpoena or court order the Bank will notify the Issuer. Section 4.06. Cancelled Bonds. All Bonds surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Bank, shall be promptly cancelled by it and, if surrendered to the Issuer, shall be delivered to the Bank and, if not already cancelled, shall be promptly cancelled by the Bank. The issuer may at any time deliver to the Bank for cancellation any Bonds previously authenticated and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Bank. All cancelled Bonds held by the Bank for its retention period then in effect and shall thereafter be returned to the Issuer. Section 4.07. Mutilated, Lost. Stolen or Destroyed Bonds_ In case any Bond shall becomo mutilated or be destroyed, stolen or lost, the Bank shall deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in heu of and in substitution for any such Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Bank in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing by the owner with the Bank of evidence satisfactory to the Bank that such Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Bank of an appropriate bond of indeninkv in form, substance and amount as may be required by law and as is satisfactory to the Bank. All Bonds so surrendered to the Bank shall be canccicd by it and evidence of such cancellation shall be given to the Issuer. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terns it shall not be necessary to issue a new Bond prior to payment, provided that the owner shall first provide the Hank with a bond of indemnity as set forth above. ARTICLT FIVE Will _ UM Section 5.01,Duties of Bank. 'the Bank undertakes to perform the duties set forth herein. No implied duties or obligations shall he read into this Agreement against the Bank. The Batik hereby agrees to use the funds deposited with it for payment of the principal of and interest on the Bonds to pay the same as it shall become due and further agrees to establish and maintain such accounts and funds as may he required for the Bank to function as Paying Agent. Section 5.02.Reliance on Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions expressed therein, on certificates or opinions furnished to the Bank by the Issuer. (b) Bank may rely conclusively and act, without further investigation, upon any list, instruction, certification, authorization, certificate or other instrument or paper suitably guaranteed and believed by it in good faith and due diligence in performing its functions to be genuine and to have been signed, countersigned or executed by any duly authorized person or persons or upon the instruction of any authorized officer of Issuer or upon the advice of Issuer's counsel; and may register any certificate representing the Bonds or may refuse to register any such certificate if in good faith Bank deems such refusal necessary in order to avoid any liability on the part of either Issuer or Bank, and Issuer agrees to indemnify and hold harmless the Bank from and against any and all losses, costs, claims and liability for so relying or acting or refusing to act. (c) No provision of this Agreement shall require die Bank to expend or risk or use its own funds for performance of any of its duties hereunder (d) The Bank may consult with counsel for the Issuer, and the written advice or opinion oh counsel for the Issuer shall be full authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and reliance thereon. (e) The Bank shall not be responsible for delays or failures in performance resulting from acts beyond its control, including without limitation acts of God, strikes, lockouts, riots, acts of war or terror, epidemics, governmental regulations, fire, communication line falures, computer viruses, power failures, eathquakes or other disasters. (t) The Bank is authorized, to comply with final orders issued or process entered by any court of competent jurisdiction with respect to any money held by the Bank hereunder. If any portion of money held by the Bank hereunder is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, Dien and in any such event, the Bank is authorized, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by the Issuer; and if the Bank complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. Section 5.03. Recitals of Issuer. The recitals contained in the Bonds shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness. Section 5.04. May Own Bonds. The Bank, in its individual or any other capacity, may become the owner or pledgee of Bonds with the same rights it would have if it were not the Paying Agent and Bond Registrar for the Bonds. Section 5.05. MoM Held by Bank. Money held by the Bank hereunder need not be segregated from other fiends. The Bank shall have no duties with respect to investment of funds deposited with it and shall be under no obligation to pay interest on any money received by it hereunder. Any money deposited with or otherwise held by the Bank for the payment of the principal, redemption premium (if any) or interest on any Bond and remaining unclaimed, by the Registered Owner (or by the Issuer (which claim by the Issuer shall be made in writing) atter maturity and prior to escheatment) will be escheated pursuant to Iowa law.. If funds are returned to the Issuer, the Issuer and the Bank agree that the Registered Owner of such Bond shall thereafter look only to the Issuer for payment thereof, and that all liability of the Bank with respect to such moneys shall thereupon cease. Section 5.06. Other Transactions. The Bank may engage in or be interested in any financial or other transaction with the Issuer. Section 5.07. hrterpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in a court situated in Johnson County Iowa. The Issuer and the Bank further agree that the Bank has the right to file an action in interpleader in any court situated in Johnson County Iowa to determine the rights of any person claiming any interest herein. Section 5.08 Insurance. The Bank shall carry insurance in the types and amounts for the duration of this agreement as listed in the Issuer's request for paying agent/registrar services dated February 20, 2015. ARTICLE SIX MSCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assi mment, This Agreement may not be assigned by either party without the prior written consent of the other party. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed, faxed, sent pdf or delivered to the Issuer or the Bank, respectively, at the address shown below, or such other address as may have been given by one party to the other by fifteen (15) days written notice: If to the issuer: City of Iowa City Finance Department c/o Finance Director 41.0 E. Washington street Iowa City, IA 52240-1826 Facsimile: 319-3414008 If to the Bank: U.S. Bank -National Association 60 Livingston Avenue St. Paul MN 55107 Facsimile: 651-466-7431 Section 6,04. Effect of Headings. The Article and Section headings herein are for convenience of reference only and shall not affect the construction hereof. Section 6.05. Successors and Assigns All covenants and agreements herein by the Issuer and the Bank shall bind their successors and assigns, whether so expressed or not. Section 6.06, Severability. If any provision of this Agreement shall be determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. Section 6.07. Benefits of A eere ment._ Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim hereunder. Section 6.08, Entire Agreement. This Agreement shall constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent and Bond Registrar, Section 6.09. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Term and Termination. This Agreement may be terminated by either party by giving the other party at least 90 days advance written notice. At termination of the Agreement, Agent shall deliver to Issuer any and all records, documents or other writings made or accumulated in the performance of its duties under this Agreement and shall refund the unearned balance, if any, of fees paid in advance by Issuer. If the Bank shall resign, or become incapable of acting, the Issuer shall promptly appoint a successor Paying Agent and Bond Registrar Section 6.11. Governing Law. This Agreement shall be construed in accordance with and shall be governed by the laws ofthe State of Iowa. Section 6.12. Documents to be Filed with Bank. At the time of the Bank's appointment as Paying Agent and Bond Registrar, the Issuer shall file with the Bank the following documents: (a) a specimen Bond; (b) a copy of the opinion of bond counsel provided to the Issuer in connection with the issuance of the Bonds; and (c) such other relevant information that the Bank may request. Section 6.13. Patriot Act Compliance. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. For a non -individual person such as a business entity, a charity, a Trust or other legal entity we will ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. Section 6.14. Examination of Records. Issuer or its duly authorized agents may examine all records relating to the Obligations at the principal office of the Agent at reasonable times as agreed upon with the Agent and such records shall be subject to audit from time to time at the request of Issuer or Agent. The Agent, on request, will furnish Issuer with a list of the names, addresses, and other information concerning the owners of the Obligations or any of them. IN WITNESS WHEREOF, the Issuer and the Bank have caused this agreement to be executed in thew respective names by their duly authorized representatives, in two counterparts, each of which shall be deemed an original. City of Iowa City, Issuer By: Its: i1 Fe._ ,, ? U.S. Bank National Association, as Authentication Agent, Ransfer Agent, Registrar and Paying Agent B \. �V Au lorized Representative 01097925-1110714.119 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 records of the City showing proceedings of the 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 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 Council hereto affixed this 17th day of May 2016. % City Clerk, City of Iowa City, State of Iowa (SEAL) 01237715-1\10714-121 r� —1%/ (alp Council Member introduced the following resolution entitled "RE\AEMENT PPOINTING U.S. BANK NATIONAL ASSOCIATI""T URH 2M MISERVE AS PAYING AGENT, NOTE REGISTRAR, AND SF R AGING THE PAYING AGENT AND NOTE REGISTRAR AND TRANSFER AGT AND AUTHORIZING THE EXECUTION OF THE AGREEMENT", andresolution be adopted. Council Member seconded the t. The roll was called and the vote was, AYES: NAYS: Whereupon, the Mayor declared the solutioduly adopted as follows: RESOLUTION APPOIN7INBANK NATIONAL ASSOCIATION OF ST. M ESOTA, TO SERVE AS PAYING AGENT, NOTT AND TRANSFER AGENT, APPROVINPAYIN GENT AND NOTE REGISTRAR AND SFER AGE AGREEMENT AND AUTH?egistration E EXECUTION OF E AGREEMENT WHEREAS, Sewer Revenue Refunding apital Loan Notes, Series 2016C, dated June 16, 2016, sold and action should now b taken to provide for the maintenance of recorof certificates and paymen of principal and interest in connection with the i the notes; and WHERE , this Council has deemed that the services off by U.S. Bank National Association of t. Paul, Minnesota aze necessary for compliance wi rules, regulations, and requirements overning the registration, transfer and payment ofregis red notes; and EREAS, a Paying Agent, Note Registrar and Transfer Agent greement (hereafter "Agr ent") has been prepared to be entered into between the City and S. Bank National NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL l THE CITY IOWA CITY, STATE OF IOWA: \ -2- Section 1. That U.S. Bank National Association of St. Paul, Minnesota, is hereby ap inted to serve as Paying Agent, Note Registrar and Transfer Agent in connection with the issu a of $9,360,000 Sewer Revenue Refunding Capital Loan Notes, Series 2016C, dated June 1 , 2016. Sec%n2That the Agreement with U.S. Bank National Association o t. Paul, Minnesota,by approved and that the Mayor and Clerk are authorized sign the Agreementalf of the City. PASSED AND APPROVED this 17th day of May, 2016. ATTEST: City Clerk -3- Council Member introduced the following resolution entitled OLUTION APPOINTING U.S. BANK NATIONAL ASSOCIATI(MMPAL ueg ales M SOTA, TO SERVE AS PAYING AGENT, NOTE REGISTRAR, AND TI�ANSF R AGENT, PPROVING THE PAYING AGENT AND NOTE REGISTRAR AND TRANSFER AGENT A4EEMENT AND AUTHORIZING THE EXECUTION OF THE AGREEMENT", and moved th the resolution be adopted. Council Member seconded the motion to a t. The roll was called and the vote was, A NAYS: Whereupon, the Mayor declare the resolutiomy adopted as follows: ASSOCIATION OF ST. PAU , MINN. PAYING AGENT, NOTE GI RAI AGENT, APPROVING E PA G REGISTRAR AND NSFER A 1 AUTHORIZING TH EXECUTION WHEREAS, $9,360,00 ewer Revenue Refur. dated June 16, 2016, have b sold and action should maintenance of records, re ' tration of certificates and connection with the iss a of the notes; and TO SERVE AS t, AND TRANSFER AGENT AND NOTE 1T AGREEMENT AND F THE AGREEMENT Capital Loan Notes, Series 2016C, be taken to provide for the �qnt of principal and interest in WHEREAS, s Council has deemed that the services o ed hu. y U.S. Bank National Association of St. P ul, Minnesota, are necessary for compliance w rules, regulations, and requirements gov ' g the registration, transfer and payment of regi ed notes; and WHE AS, a Paying Agent, Note Registrar and Transfer Agent eement (hereafter "Agreement" has been prepared to be entered into between the City and U. . Bank National OW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OTHE CITY OF I A CITY, STATE OF IOWA: -2- Section 1. That U.S. Bank National Association of St. Paul, Minnesota, is hereby appo' ted to serve as Paying Agent, Note Registrar and Transfer Agent in connection with the issuan a of $9,360,000 Sewer Revenue Refunding Capital Loan Notes, Series 16C, dated June 16, 016. Sec%onb That the Agreement with U.S. Bank National Asso ' tion of St. Paul, Minnesota, by approved and that the Mayor and Clerk are au orized to sign the Agreement alf of the City. PASSED Al�p APPROVED this 17th day of May, ATTEST: City Clerk -3- Council Member Botchway moved that the form of Tax Exemption Certificate be placed on file and approved. Council Member Mims seconded the motion and the roll being called thereon, the vote was as follows: AYES: Botchway, Cole, Mims Taylor, Thomas, Throgmorton. NAYS: None ABSENT: Council Member Botchway moved that the form of Continuing Disclosure Certificate be placed on file and approved. Council Member Mims seconded the motion and the roll being called thereon, the vote was as follows: AYES: Botchway, Cole, Mims r, Thomas, Throgmorton NAYS: ABSENT: Council Member Botchway introduced the following Resolution entitled "A RESOLUTION APPROVING AND AUTHORIZING A FORM OF LOAN AGREEMENT AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $9,360,000 SEWER REVENUE REFUNDING CAPITAL LOAN NOTES, SERIES 2016C, OF THE CITY OF IOWA CITY, STATE OF IOWA, UNDER THE PROVISIONS OF THE CITY CODE OF IOWA, AND PROVIDING FOR A METHOD OF PAYMENT OF THE NOTES ", and moved its adoption. Council Member Mims seconded the motion to adopt. The roll was called and the vote was: AYES: Botchway, Cole, Mims Taylor, Thomas, Throgmorton NAYS: None ABSENT: Dickens Whereupon the Mayor declared the following Resolution duly adopted: Resolution No 16-168 A RESOLUTION APPROVING AND AUTHORIZING A FORM OF LOAN AGREEMENT AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $9,360,000 SEWER REVENUE REFUNDING CAPITAL LOAN NOTES, SERIES 2016C, OF THE CITY OF IOWA CITY, STATE OF IOWA, UNDER THE PROVISIONS OF THE CITY CODE OF IOWA, AND PROVIDING FOR A METHOD OF PAYMENT OF THE NOTES WHEREAS, the City Council of the City of Iowa City, State of Iowa, sometimes hereinafter referred to as the "Issuer", has heretofore established charges, rates and rentals for services which are and will continue to be collected as system revenues of the Sanitary Sewer Utility, sometimes hereinafter referred to as the "System", and the revenues have not been pledged and are available for the payment of Sewer Revenue Refunding Capital Loan Notes, Series 2016C, subject to the following premises; and WHEREAS, Issuer proposes to issue its Sewer Revenue Refunding Capital Loan Notes, Series 20160, to the extent of $9,360,000, for the purpose of defraying the costs of the project as set forth in Section 3 of this Resolution; and, it is deemed necessary and advisable and in the best interests of the City that a form of Loan Agreement be approved and authorized; and WHEREAS, there have been heretofore issued certain Sewer Revenue Refunding bonds, notes or other obligations, part of which remain outstanding and are a lien on the net revenues of the System (defined herein as the "Outstanding Obligations"); and WHEREAS, in the Resolution authorizing the issuance of the Outstanding Obligations it is provided that additional Revenue Notes or Bonds may be issued on a parity with the Outstanding Obligations, for the costs of future improvements and extensions to the System or refunding outstanding obligations, provided that there has been procured and placed on file with the Clerk, a statement complying with the conditions and limitations therein imposed upon the issuance of Parity Obligations; and -5- WHEREAS, a statement of Jon Burmeister of Public Financial Management, an Independent Financial Consultant not in the regular employ of Issuer, has been placed on file in the office of the Clerk, showing the conditions and limitations of the Resolutions, dated April 20, 2009 and March 23, 2010, with regard to the sufficiency of the revenues of the System to permit the issuance of additional Revenue Notes or Bonds ranking on a parity with the Outstanding Obligations to have been met and satisfied as required; and WHEREAS, the notice of intention of Issuer to take action for the issuance of not to exceed $10,500,000 Sewer Revenue Refunding Capital Loan Notes, Series 2016C, has heretofore been duly published and no objections to such proposed action have been filed; and the Issuer desires to proceed with the issuance of $9,360,000 Sewer Revenue Refunding Capital Loan Notes, Series 2016C: NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IN THE COUNTY OF JOHNSON, 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: • "Additional Obligations" shall mean any sewer revenue notes or bonds issued on a parity with the Notes in accordance with the provisions of this Resolution. "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. • "Call Date" shall mean July 1, 2016, on which date the Refunded Bonds shall be redeemed and paid. • "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Notes. • "Clerk" shall mean the City Clerk, or such other officer of the successor Governing Body as shall be charged with substantially the same duties and responsibilities. • "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. "Fiscal Year" shall mean the twelve-month period beginning on July 1 of each year and ending on the last day of June of the following year, or any other consecutive twelve-month period adopted by the Governing Body or by law as the official accounting period of the System. Requirements of a Fiscal Year as expressed in this Resolution shall exclude any payment of principal or interest falling due on the first day of the Fiscal Year and include any payment of principal or interest falling due on the first day of the succeeding Fiscal Year, except to the extent of any conflict with the terms of the Outstanding Bonds while the same remain outstanding. • "Governing Body" shall mean the City Council of the City, or its successor in function with respect to the operation and control of the System. • "Independent Auditor" shall mean an independent firm of Certified Public Accountants or the Auditor of State. "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. • "Net Revenues" shall mean gross earnings of the System after deduction of current expenses; "Current Expenses" shall mean and include the reasonable and necessary cost of operating, maintaining, repairing and insuring the System, including purchases at wholesale, if any, salaries, wages, and costs of materials and supplies but excluding depreciation and principal of and interest on the Notes and any Parity Obligations or payments to the various funds established herein; capital costs, depreciation and interest or principal payments are not System expenses. • "Notes" shall mean $9,360,000 Sewer Revenue Refunding Capital Loan Notes, Series 2016C, authorized to be issued by this Resolution. • "Original Purchaser" shall mean the purchaser of the Notes from Issuer at the time of their original issuance. • "Outstanding Obligations" shall mean the Sewer Revenue Refunding Capital Loan Notes, Series 2009A, dated May 18, 2009, issued in accordance with Resolution adopted April 20, 2009, $6,275,000 of which obligations are still outstanding and unpaid and remain a lien on the Net Revenues of the System and Sewer Revenue Refunding Capital Loan Notes, Series 2010A, dated April 15, 2010, issued in accordance with Resolution adopted March 23, 2010, $6,330,000 of which obligations are still outstanding and unpaid and remain a lien on the Net Revenues of the System. -7- • "Parity Obligations" shall mean sewer revenue notes, bonds or other obligations payable solely from the Net Revenues of the System on an equal basis with the Notes herein authorized to be issued, and shall include Additional Obligations as authorized to be issued under the terms of this Resolution and the Outstanding Obligations. • "Participants" shall mean those broker-dealers, banks and other financial institutions for which DTC holds Notes as securities depository. • "Paying Agent" shall mean U.S. Bank National Association, 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. "Permitted Investments" shall mean: E direct obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America; ■ obligations of any of the following federal agencies which obligations represent full faith and credit of the United States of America, including: — Export - Irnport Bank — Farm Credit System Financial Assistance Corporation — USDA Rural Development — General Services Administration U.S. Maritime Administration Small Business Administration — Government National Mortgage Association (GNMA) — U.S. Department of Housing & Urban Development (FHA's) — Federal Housing Administration ■ repurchase agreements whose underlying collateral consists of the investments set out above if the Issuer takes delivery of the collateral either directly or through an authorized custodian. Repurchase agreements do not include reverse repurchase agreements; ■ senior debt obligations rated "AAA" by Standard & Poor's Corporation (S&P) or "Aaa" by Moody's Investors Service Inc. (Moody's) issued by the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation; ■ U.S. dollar denominated deposit accounts, federal funds and banker's acceptances with domestic commercial banks which have a rating on their short- term certificates of deposit on the date of purchase of "A-1" or "A-1+" by S&P or -8- "P-1" by Moody's and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); ■ commercial paper which is rated at the time of purchase in the single highest classification, "A-1+" by S&P or "P-1" by Moody's and which matures not more than 270 days after the date of purchase; ■ investments in a money market fund rated "AAAm" or "AAAm-G" or better by S&P, or "AAA" or "AA" by Moody's Investors Services, Inc.; ■ pre -refunded municipal obligations, defined as any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (a) which are rated, based on an irrevocable escrow account or fund (the "escrow"), in the highest rating category of S&P or Moody's or any successors thereto; or (b)(i) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or direct obligations of the Department of the Treasury of the United States of America, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate; and (ii) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates specified in the irrevocable instructions referred to above, as appropriate; ■ tax exempt bonds as defined and permitted by section 148 of the Internal Revenue Code and applicable regulations and only if rated within the two highest classifications as established by at least one of the standard rating services approved by the superintendent of banking by rule adopted pursuant to chapter 17A Code of Iowa; ■ an investment contract rated within the two highest classifications as established by at least one of the standard rating services approved by the superintendent of banking by rule adopted pursuant to chapter 17A Code of Iowa; and ■ Iowa Public Agency Investment Trust. • "Project Fund" shall mean the fund into which a portion of the proceeds that will be used, together with interest earnings thereon, to pay the principal, interest and redemption premium, if any, on the Refunded Bonds. -9- • 'Refunded Bonds" shall mean $10,515,000 of the $24,280,000 Sewer Revenue Refunding Capital Loan Notes, Series 2008C dated October 15, 2008. • 'Registrar" shall mean U.S. Bank National Association of St. Paul, Minnesota, 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. • 'Reserve Fund Requirement" shall mean an amount equal to the lesser of (a) the maximum annual amount of the principal and interest coming due on the Notes and Parity Obligations; (b) 10 % of the stated principal amount of the Notes and Parity Obligations or (c) 125% of the average annual principal and interest coming due on the Notes and Parity Obligations. For purposes of this definition: (1) "issue price" shall be substituted for "stated principal amount" for issues with original issue discount or original issue premium of more than a de minimus amount and (2) stated principal amount shall not include any portion of an issue refunded or advance refunded by a subsequent issue. "Resolution" shall mean this resolution authorizing the issuance of the Notes. • "System" shall mean the Sanitary Sewer Utility of the Issuer and all properties of every nature hereinafter owned by the Issuer comprising part of or used as a part of the System, including all improvements and extensions made by Issuer while any of the Notes or Parity Obligations remain outstanding; all real and personal property; and all appurtenances, contracts, leases, franchises and other intangibles. • "Tax Exemption Certificate" shall mean the Tax Exemption Certificate executed by the Finance Director 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. • "Yield Restricted" shall mean required to be invested at a yield that is not materially higher than the yield on the Notes under section 148 (a) of the Internal Revenue Code or regulations issued thereunder. Section 2. Authority. The Loan Agreement and the Notes authorized by this Resolution shall be issued pursuant to Sections 384.24A, 384.82 and 384.83, of the City Code of Iowa, and in compliance with all applicable provisions of the Constitution and laws of the State of Iowa. The Loan Agreement shall be substantially in the form attached to this Resolution and is authorized to be executed and issued on behalf of the Issuer by the Mayor and attested by the City Clerk. -10- Section 3. Authorization and Purpose_ There are hereby authorized to be issued, negotiable, serial, fully registered Revenue Notes of the City of Iowa City, in the County of Johnson, State of Iowa, in the aggregate amount of $ , for the purpose of paying costs of refunding outstanding revenue obligations of the City. Section 4. Source of Payment. The Notes herein authorized and Parity Notes and Parity Obligations and the interest thereon shall be payable solely and only out of the net earnings of the System and shall be a first lien on the future Net Revenues of the System. The Notes shall not be general obligations of the Issuer nor shall they be payable in any manner by taxation and the Issuer shall be in no manner liable by reason of the failure of the net revenues to be sufficient for the payment of the Notes. Section 5. Note Details. Sewer Revenue Refunding Capital Loan Notes, Series 2016C, of the City in the amount of $9,360,000, shall be issued to evidence the obligations of the Issuer under the Loan Agreement pursuant to the provisions of Sections 384.24A, 384.82 and 384.83 of the City Code of Iowa for the aforesaid purpose. The Notes shall be designated "SEWER REVENUE REFUNDING CAPITAL LOAN NOTES, SERIES 20160, be dated June 16, 2016, and bear interest from the date thereof, until payment thereof, at the office of the Paying Agent, such interest payable on January 1, 2017, and semiannually thereafter on the 1st day of July and January 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. The Notes shall mature and bear interest as follows: Principal Amount Interest Maturity Rate July 1st $1,840,000 4.000% 2017 $1,920,000 4.000% 2018 $2,010,000 4.000% 2019 $1,765,000 4.000% 2020 $1,825,000 3.000% 2021 Section 6. Redemption. The Notes are not subject to redemption prior to maturity. Section 7. 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 -11- issued as Depository Notes in denominations of the entire principal amount of each maturity of Notes (or, if a portion of the principal amount is prepaid, the 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 maybe 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 -12- 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 (ii) 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 8. 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. U.S. Bank National Association is hereby appointed as Note Registrar under the terms of this Resolution and under the provisions of a separate agreement with the issuer filed herewith which is made a part hereof by this reference. Registrar shall maintain the books of the Issuer for the registration of ownership of the 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 assignu ent drily 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. -13- (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. 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 9. 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. -14- Section 10. Record Date. Payments of principal and interest, otherwise than upon full redemption, made in respect of any Notes, shall be made to the registered holder thereof or to their designated Agent as the same appear on the books of the Registrar on the 15th day of the month preceding the payment date. All such payments shall fully discharge the obligations of the Issuer in respect of such Notes to the extent of the payrnents so made. Payment of principal shall only be made upon surrender of the Notes to the Paying Agent. Section 11. Execution, Authentication and Delivery of the Notes. Upon the adoption of this Resolution, 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 Original 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. No Notes shall be authenticated and delivered by the Registrar, unless and until there shall have been provided the following: A certified copy of the resolution of Issuer approving the execution of a Loan Agreement and a copy of the Loan Agreement; A written order of Issuer signed by the Finance Director directing the authentication and delivery of the Notes to or upon the order of the Original Purchaser upon payment of the purchase price as set forth therein; The approving opinion of Ahlers & Cooney, P.C., Bond Counsel, concerning the validity and legality of all the Notes proposed to be issued. Section 12. Right to Name Substitute Paying Agent or Re 'sem tray. Issuer reserves the right to name a substitute, successor Registrar or Paying Agent upon giving prompt written notice to each registered Noteholder. 15- Section 13. Form of Note. Notes shall be printed in substantial compliance with standards proposed by the American Standards Institute substantially in the form as follows: (6) (� (2) (3) (4) (5) (9) (9a) (10) (Continued on the back of this Note) (11)(12)('13) (14) (15) FIGURE 1 Front -16- (lo) (16) (Continued) FIGURE 2 (Back) -17- 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" "COUNTY OF JOHNSON" "CITY OF IOWA CITY" "SEWER REVENUE REFUNDING CAPITAL LOAN NOTE" "SERIES 2016C" Item 2, figure 1 Item 3, figure 1 Item 4, figure 1 Item 5, figure 1 Item 6, figure I Item 7, figure I Item 8, figure I Rate: Maturity: Note Date: June 16, 2016 CUSIP No.: "Registered" Note 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 U.S. Bank National Association, St. Paul, Minnesota, Paying Agent of this issue, or its successor, with interest on such sum from the date hereof until paid at the rate per annum specified above, payable on January 1, 2017, and semiannually thereafter on the 1 st day of July and January 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 of the month preceding such interest payment date. This Note is issued pursuant to the provisions of Sections 384.24A and 384.83 of the City Code of Iowa, for the purpose of paying costs of refunding outstanding revenue obligations of the City, and in order to evidence the obligations of the Issuer under a certain Loan Agreement dated May 17, 2016, in conformity to a Resolution of the City Council of the City 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 or Bonds 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. _18_ 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 U.S. Bank National Association, 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. This Note and the series of which it forms a part, other obligations ranking on a parity therewith, and any Additional Obligations which may be hereafter issued and outstanding from time to time on a parity with the Notes, as provided in the Note Resolution and Loan Agreement of which notice is hereby given and which are hereby made a part hereof, are payable from and secured by a pledge of the Net Revenues of the Sanitary Sewer Utility (the "System"), as defined and provided in the Resolution. There has heretofore been established and the City covenants and agrees that it will maintain just and equitable rates or charges for the use of and service rendered by the System in each year for the payment of the proper and reasonable expenses of operation and maintenance of the System and for the establishment of a sufficient sinking fund to meet the principal of and interest on this series of Notes, and other Obligations ranking on a parity therewith, as the same become due. This Note is not payable in any manner by taxation and under no circumstances shall the City be in any manner liable by reason of the failure of the Net Revenues to be sufficient for the payment hereof. 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. IN TESTIMONY WHEREOF, the City by its City Council has caused this Note to be signed by the facsimile signature of its Mayor and attested by the facsimile signature of its Clerk, with the seal of the City printed hereon, and authenticated by the manual signature of an authorized representative of the Registrar, U.S. Bank National Association, St. Paul, Minnesota. -19- Item 11, figure I = Date of Authenti cation: Item 12, figure 1 = This is one of the Notes described in the within mentioned Resolution, as registered by U.S. Bank National Association U.S. BANK NATIONAL ASSOCIATION, Registrar St. Paul, Minnesota By: Authorized Signature Item 13, figure 1 = Registrar and Transfer Agent: U.S. Bank National Association Paying Agent: U.S. Bank National Association SEE REVERSE FOR CERTAIN DEFINITIONS Item 14, figure 1 — (Seal) Item 15, figure I = (Signature Block) CITY OF IOWA CITY, STATE OF IOWA By: (facsimile signature) Mayor ATTEST: By: (facsimile signature) City Clerk Item 17, figure 1 = (Assignment Block) (Information Required for Registration) -20- ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. within Note and does hereby irrevocably constitute and appoint attorney in fact to transfer the said Note on the books kept for registration of the within Note, with full power of substitution in the premises. Dated this day of 12016. 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 the 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 - 21 - TEN ENT - as tenants by the entireties IT TEN - as joint tenants with rights of survivorship and not as tenants in common IA UNIF TRANS MIN ACT - .......... Custodian .......... (Gust) (Minor) Under Iowa Uniform Transfers to Minors Act ................... (State) ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT 1N THE ABOVE LIST Section 14. Equality of Lien. The timely payment of principal of and interest on the Notes and Parity Obligations shall be secured equally and ratably by the Net Revenues of the System without priority by reason of number or time of sale or delivery; and the revenues of the System are hereby irrevocably pledged to the timely payment of both principal and interest as the same become due. Section 15. Application of Note Proceeds - Redemption and Current Refunding of Refunded Bonds. Proceeds of the Notes shall be applied as follows: ♦ No proceeds will be used to meet the Reserve Fund Requirement, S 10,122,546.95 of proceeds shall be deposited in trust with the Treasurer for the payment of the Refunded Bonds and is irrevocably appropriated exclusively to the payment of principal of, interest on and premium, if any, due on the redemption thereof. Said amount shall be held separately from all other moneys or accounts, in cash or direct obligations of the United States, maturing on or before the Call Date of the Refunded Bonds, and is determined to be sufficient to retire on the designated Call Date all of such obligations, together with the interest thereon to the designated redemption date and premium thereon, if any, that may be payable on the redemption of the same. ♦ No proceeds shall be applied to pay the costs of issuance of the Notes. The Refunded Bonds are called and shall be redeemed as of the Call Date. The Clerk is hereby authorized and directed to cause notice of such redemption to be given in compliance with the terms of the Refunded Bonds. Any excess proceeds remaining on hand after completion of the purpose of issuance shall be used to call or otherwise retire Notes. Section 16. User Rates. There has heretofore been established and published as required by law, just and equitable rates or charges for the use of the service rendered by the System. The rates or charges shall be paid by the owner of each and every lot, parcel of real estate, or building that is connected with and uses the System, by or through any part of the System or that in any way uses or is served by the System. So long as the Notes are outstanding and unpaid the rates 22- or charges to consumers of services of the System shall be sufficient in each year for the payment of the proper and reasonable expenses of operation and maintenance of the System and for the payment of principal and interest on the Notes and Parity Notes and obligations as the same fall due, and to provide for the creation of reserves as hereinafter provided. Any revenues paid and collected for the use of the System and its services by the Issuer or any department, agency or instrumentality of the Issuer shall be used and accounted for in the same manner as any other revenues derived from the operations of the System. Section 17. Application of Revenues. From and after the delivery of any Notes, and as long as any of the Notes or Parity Obligations shall be outstanding and unpaid either as to principal or as to interest, or until all of the Notes and Parity Obligations then outstanding shall have been discharged and satisfied in the manner provided in this Resolution, the entire income and revenues of the System shall be deposited as collected in a fund to be known as the Sewer Revenue Fund (the "Revenue Fund"), and shall be disbursed only as follows: (a) Operation and Maintenance Fund. Money in the Revenue Fund shall first be disbursed to make deposits into a separate and special fund to pay current expenses. The fund shall be known as the Sewer Revenue Operation and Maintenance Fund (the "Operation and Maintenance Fund"). There shall be deposited in the Operation and Maintenance Fund each month an amount sufficient to meet the current expenses of the month plus an amount equal to 1/12th of expenses payable on an ammual basis such as insurance. After the first day of the month, further deposits may be made to this account from the Revenue Fund to the extent necessary to pay current expenses accrued and payable to the extent that fiends are not available in the Surplus Fund. (b) Sinking Fund. Money in the Revenue Fund shall next be disbursed to make deposits into a separate and special fund to pay the principal and interest requirements of the Fiscal Year on the Notes and Parity Obligations. The fund shall be known as the Sewer Revenue Note and Interest Sinking Fund (the "Sinking Fund"). The required amount to be deposited in the Sinking Fund in any month shall be the equal monthly amount necessary to pay in full the installment of interest coming due on the next interest payment date on the then outstanding Notes and Parity Obligations, plus the equal monthly amount necessary to pay in full the installment of principal coming due on such Notes on the next succeeding principal payment date until the full amount of such installment is on hand. If for any reason the amount on hand in the Sinking Fund exceeds the required amount, the excess shall forthwith be withdrawn and paid into the Revenue Fund. Money in the Sinking Fund shall be used solely for the purpose of paying principal of and interest on the Notes and Parity Obligations as the same shall become due and payable. (c) Reserve Fund. Money in the Revenue Fund shall be disbursed to maintain a debt service reserve in an amount equal to the Reserve Fund Requirement. Such fund shall be known as the Sewer Revenue Debt Service Reserve Fund (the "Reserve Fund"). In each month there shall be deposited in the Reserve Fund an amount equal to 25 percent of the amount required by this Resolution to be deposited in such month in the Sinking Fund; provided, however, that when the amount on deposit in the Reserve Fund shall be -23- not less than the Reserve Fund Requirement, no further deposits shall be made into the Reserve Fund except to maintain such level, and when the amount on deposit in the Reserve Fund is greater than the balance required above, such additional amounts shall be withdrawn and paid into the Revenue Fund. Money in the Reserve Fund shall be used solely for the purpose of paying principal at maturity of or interest on the Notes and Parity Obligations for the payment of which insufficient money shall be available in the Sinking Fund. Whenever it shall become necessary to so use money in the Reserve Fund, the payments required above shall be continued or resumed until it shall have been restored to the required minimum amount. (d) Subordinate Obli ations. Money in the Revenue Fund may next be used to pay principal of and interest on (including reasonable reserves therefor) any other obligations which by their terms shall be payable from the revenues of the System, but subordinate to the Notes and Parity Obligations, and which have been issued for the purposes of extensions and improvements to the System or to refire the Notes or Parity Obligations in advance of maturity, or to pay for extraordinary repairs or replacements to the System. (e) Surplus Revenue. All money thereafter remaining in the Revenue Fund at the close of each month maybe deposited in any of the funds created by this Resolution, to pay for extraordinary repairs or replacements to the System, or may be used to pay or redeem the Notes or Parity Obligations, any of them, or for any lawful purpose. Money in the Revenue Fund shall be allotted and paid into the various funds and accounts hereinbefore referred to in the order in which the funds are listed, on a cumulative basis on the 10th day of each month, or on the next succeeding business day when the 10th shall not be a business day; and if in any month the money in the Revenue Fund shall be insufficient to deposit or transfer the required amount in any of the funds or accounts, the deficiency shall be made up in the following month or months after payments into all funds and accounts enjoying a prior claim to the revenues shall have been met in full. The provisions of this Section shall not be construed to require the Issuer to maintain separate bank accounts for the funds created by this Section; except the Sinking Fund and the Reserve Fund shall be maintained in a separate account but may be invested in conjunction with other funds of the City but designated as a trust fund on the books and records of the City. Section 18. Outstanding Obligations. Nothing in this Resolution shall be construed to impair the rights vested in the Outstanding Obligations. The amounts herein required to be paid into the various fiords named in this Resolution shall be inclusive of payments required in respect to the Outstanding Obligations. The provisions of the resolution or resolutions referred to in Section 1 of this Resolution and the provisions of this Resolution are to be construed wherever possible so that the same will not be in conflict. In the event such construction is not possible, the provisions of the resolution first adopted shall prevail until such time as the Notes authorized by the resolution have been paid in full or otherwise satisfied as therein provided at which time the provisions of this Resolution shall again prevail. -24- Section 19. Investments. All of the funds provided by this Resolution may be invested only in Permitted Investments or deposited in financial institutions which are members of the Federal Deposit Insurance Corporation or its equivalent successor, 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, 2015, 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 the purposes for which the fund was created or otherwise as herein provided but in no event maturing in more than three years in the case of the Reserve Fund. All income derived from such investments shall lie deposited in the Revenue Fund and shall be regarded as revenues of the System. Investments shall at any time necessary be liquidated and the proceeds thereof applied to the purpose for which the respective fund was created. Section 20. Covenants Regarding the Operation of the System. The Issuer hereby covenants and agrees with each and every holder of the Notes and Parity Obligations: (a) Maintenance and Efficiency. The Issuer will maintain the System in good condition and operate it in an efficient manner and at reasonable cost. (b) Sufficiency of Rates. On or before the beginning of each Fiscal Year the Governing Body will adopt or continue in effect rates for all services rendered by the System determined to be sufficient to produce Net Revenues for the next succeeding Fiscal Year adequate to pay principal and interest requirements and create reserves as provided in this Resolution but not less than 110 percent of the principal and interest requirements of the Fiscal Year. No free use of the System by the Issuer or any department, agency or instrumentality of the Issuer shall be permitted except upon the determination of the Governing Body that the rates and charges otherwise in effect are sufficient to provide Net Revenues at least equal to the requirements of this subsection. (c) Insurance. That the Issuer shall maintain insurance for the benefit of the Noteholders on the insurable portions of the System of a kind and in an amount which normally would be carried by private companies engaged in a similar kind of business. The proceeds of any insurance, except public liability insurance, shall be used to repair or replace the part or parts of the System damaged or destroyed, or if not so used shall be placed in the Revenue Fund. (d) Accounting and Audits. The Issuer will cause to be kept proper books and accounts adapted to the System and in accordance with generally accepted accounting practices, and will diligently act to cause the books and accounts to be audited annually and reported upon not later than 180 days after the end of each Fiscal Year by an Independent Auditor and will provide copies of the audit report to the holders of any of the Notes and Parity Obligations upon request. The holders of any of the Notes and -25- Parity Obligations shall have at all reasonable times the right to inspect the System and the records, accounts and data of the Issuer relating thereto. (e) State Laws. The Issuer will faithfully and punctually perform all duties with reference to the System required by the Constitution and laws of the State of Iowa, including the making and collecting of reasonable and sufficient rates for services rendered by the System as above provided, and will segregate the revenues of the System and apply the revenues to the funds specified in this Resolution. (f) Property. The Issuer will not sell, lease, mortgage or in any manner dispose of the System, or any capital part thereof, including any and all extensions and additions that may be made thereto, until satisfaction and discharge of all of the Notes and Parity Obligations shall have been provided for in the maturer provided in this Resolution; provided, however, that this covenant shall not be construed to prevent the disposal by the Issuer of property which in the judgment of its Governing Body has become inexpedient or unprofitable to use in connection with the System, or if it is to the advantage of the System that other property of equal or higher value be substituted therefor, and provided further that the proceeds of the disposition of such property shall be placed in a revolving fund to be used in preference to other sources for capital improvements to the System. Any such proceeds of the disposition of property acquired with the proceeds of the Notes or Parity Obligations shall not be used to pay principal or interest on the Notes or Parity Obligations or for payments into the Sinking or Reserve Fund. (g) Fidelity Bond. The Issuer shall maintain fidelity bond coverage in amounts which normally would be carried by private companies engaged in a similar kind of business on each officer or employee having custody of funds of the System. (h) Additional Charges. The Issuer will require proper connecting charges and/or other security for the payment of service charges. (i) Budget. The Governing Body of the Issuer shall approve and conduct operations pursuant to a system budget of revenues and current expenses for each Fiscal Year. Such budget shall take into account revenues and current expenses during the current and last preceding Fiscal Year. Copies of such budget and any amendments thereto shall be provided to the holders of any of the Notes upon request. Section 21. Remedies of Noteholders. Except as herein expressly limited the holder or holders of the Notes and Parity Obligations shall have and possess all the rights of action and remedies afforded by the common law, the Constitution and statutes of the State of Iowa, and of the United States of America, for the enforcement of payment of their Notes and interest thereon, and of the pledge of the revenues made hereunder, and of all covenants of the Issuer hereunder. Section 22. Prior Lien and Parity Obligations. The Issuer will issue no other notes, bonds or obligations of any kind or nature payable from or enjoying a lien or claim on the property or revenues of the System having priority over the Notes or Parity Obligations. -26- Additional Obligations may be issued on a parity and equality of rank with the Notes with respect to the lien and claim of such Additional Obligations to the revenues of the System and the money on deposit in the funds adopted by this Resolution, for the following purposes and under the following conditions, but not otherwise: (a) For the purpose of refunding any of the Notes or Parity Obligations which shall have matured or which shall mature not later than three months after the date of delivery of such refunding obligation and for the payment of which there shall be insufficient money in the Sinking Fund and the Reserve Fund; (b) For the purpose of refunding any outstanding Notes, Parity Obligations or general obligation notes or making extensions, additions, improvements or replacements to the System, if all of the following conditions shall have been met: (i) before any such Additional Obligations ranking on a parity are issued, there will have been procured and filed with the City Clerk, a statement of an Independent Auditor, independent financial consultant or a consulting engineer, not a regular employee of the Issuer, reciting the opinion based upon necessary investigations that the Net Revenues of the System for the preceding Fiscal Year (with adjustments as hereinafter provided) were equal to at least 1.25 times the maximum amount that will be required in any Fiscal Year prior to the longest maturity of any of the Notes or Parity Obligations for both principal of and interest on all Notes and Parity Obligations then outstanding which are payable from the net earnings of the System and the Additional Obligations then proposed to be issued. For the purpose of determining the Net Revenues of the System for the preceding Fiscal Year as aforesaid, the amount of the gross revenues for such year may be adjusted by an Independent Auditor, independent financial consultant or a consulting engineer, not a regular employee of the Issuer, so as to reflect any changes in the amount of such revenues which would have resulted had any revision of the schedule of rates or charges imposed at or prior to the time of the issuance of any such Additional Obligations been in effect during all of such preceding Fiscal Year. (ii) the Additional Obligations must be payable as to principal and as to interest on the same month and day as the Notes herein authorized. (iii) for the purposes of this Section, principal and interest falling due on the first day of a Fiscal Year shall be deemed a requirement of the immediately preceding Fiscal Year. -27- (iv) for the purposes of this Section, general obligation bonds or notes shall be refunded only upon a finding of necessity by the Governing Body and only to the extent the general obligation bonds or notes were issued or the proceeds thereof were expended for the System. (v) for purposes of this Section, "preceding Fiscal Year" shall be the most recently completed Fiscal Year for which audited financial statements prepared by a certified public accountant are issued and available, but in no event a Fiscal Year which ended more than eighteen months prior to the date of issuance of Additional Obligations. Section 23. Disposition of Proceeds; Arbitrage Not Permitted. The Issuer reasonably expects and covenants that no use will be made of the proceeds from the issuance and sale of the Notes issued hereunder which will cause any of the Notes to be classified as arbitrage bonds within the meaning of Section 148(a) and (b) of the Internal Revenue Code of the United States, and that throughout the term of the Notes it will comply with the requirements of such statute and regulations issued thereunder. To the best knowledge and belief of the Issuer, there are no facts or circumstances that would materially change the foregoing statements or the conclusion that it is not expected that the proceeds of the 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. The Issuer covenants that it will treat as Yield Restricted any proceeds of the Notes remaining unexpended after three years from the issuance and any other funds required by the Tax Exemption Certificate to be so treated. If any investments are held with respect to the Notes and Parity Obligations, the Issuer shall treat the same for the purpose of restricted yield as held in proportion to the original principal amounts of each issue. The Issuer covenants that it will exceed any investment yield restriction provided in this Resolution only in the event that it shall first obtain an opinion of recognized bond counsel that the proposed investment action will not cause the Notes to be classified as arbitrage bonds under Section 148(a) and (b) the Internal Revenue Code or regulations issued thereunder. The Issuer covenants that it will proceed with due diligence to spend the proceeds of the Notes for the purpose set forth in this Resolution. The Issuer further covenants that it will make no change in the use of the proceeds available for the construction of facilities or change in the use of any portion of the facilities constructed therefrom by persons other than the Issuer or the general public unless it has obtained an opinion of bond counsel or a revenue ruling that the proposed project or use will not be of such character as to cause interest on any of the Notes not -28- to be exempt from federal income taxes in the hands of holders other than substantial users of the project, under the provisions of Section 142(a) of the Internal Revenue Code of the United States, related statutes and regulations. Section 24. 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 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 25. Discharge and Satisfaction of Notes. The covenants, liens and pledges entered into, created or imposed pursuant to this Resolution may be fully discharged and satisfied with respect to the Notes and Parity Obligations, or any of them, in any one or more of the following ways: (a) By paying the Notes or Parity Obligations when the same shall become due and payable; and (b) By depositing in trust with the Treasurer, or with a corporate trustee designated by the Governing Body for the payment of the obligations and irrevocably appropriated exclusively to that purpose an amount in cash or direct obligations of the United States the maturities and income of which shall be sufficient to retire at maturity, or by redemption prior to maturity on a designated date upon which the obligations may be redeemed, all of such obligations outstanding at the time, together with the interest thereon to maturity or to the designated redemption date, premiums thereon, if any, that may be payable on the redemption of the same; provided that proper notice of redemption of all such obligations to be redeemed shall have been previously published or provisions shall have been made for such publication. Upon such payment or deposit of money or securities, or both, in the amount and manner provided by this Section, all liability of the Issuer with respect to the Notes or Parity Obligations shall cease, determine and be completely discharged, and the holders thereof shall be entitled only to payment out of the money or securities so deposited. Section 26. Resolution a Contract. The provisions of this Resolution shall constitute a contract between the Issuer and the holder or holders of the Notes and Parity Obligations, and after the issuance of any of the Notes no change, variation or alteration of any kind in the provisions of this Resolution shall be made in any manner, except as provided in the next -99- succeeding Section, until such time as all of the Notes and Parity Obligations, and interest due thereon, shall have been satisfied and discharged as provided in this Resolution. Section 27. Amendment of Resolution Without Consent. The Issuer may, without the consent of or notice to any of the holders of the Notes and Parity Obligations, amend or supplement this Resolution for any one or more of the following purposes: (a) to cure any ambiguity, defect, omission or inconsistent provision in this Resolution or in the Notes or Parity Obligations; or to comply with any application provision of law or regulation of federal or state agencies; provided, however, that such action shall not materially adversely affect the interests of the holders of the Notes or Parity Obligations; (b) to change the terms or provisions of this Resolution to the extent necessary to prevent the interest on the Notes or Parity Obligations from being includable within the gross income of the holders thereof for federal income tax purposes; (c) to grant to or confer upon the holders of the Notes or Parity Obligations any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the holders of the Notes; (d) to add to the covenants and agreements of the Issuer contained in this Resolution other covenants and agreements of, or conditions or restrictions upon, the Issuer or to surrender or eliminate any right or power reserved to or conferred upon the Issuer in this Resolution; or (e) to subject to the lien and pledge of this Resolution additional pledged revenues as may be permitted by law. Section 28. Amendment of Resolution Requiring Consent. This Resolution may be amended from time to time if such amendment shall have been consented to by holders of not less than two-thirds in principal amount of the Notes and Parity Obligations at any time outstanding (not including in any case any Notes which may then be held or owned by or for the account of the Issuer, but including such refunding obligations as may have been issued for the purpose of refunding any of such Notes if such refunding obligations shall not then be owned by the Issuer); but this Resolution may not be so amended in such manner as to: (a) Make any change in the maturity of interest rate of the Notes, or modify the terms of payment of principal of or interest on the Notes or any of them or impose any conditions with respect to such payment; (b) Materially affect the rights of the holders of less than all of the Notes and Parity Obligations then outstanding; and (c) Reduce the percentage of the principal amount of Notes, the consent of the holders of which is required to effect a further amendment. -30- Whenever the Issuer shall propose to amend this Resolution under the provisions of this Section, it shall cause notice of the proposed amendment to be filed with the Original Purchaser and to be mailed by certified mail to each registered owner of any Note as shown by the records of the Registrar. Such notice shall set forth the nature of the proposed amendment and shall state that a copy of the proposed amendatory Resolution is on file in the office of the City Clerk. Whenever at any time within one year from the date of the mailing of the notice there shall be filed with the City Clerk an instrument or instruments executed by the holders of at least two-thirds in aggregate principal amount of the Notes then outstanding as in this Section defined, which instrument or instruments shall refer to the proposed amendatory Resolution described in the notice and shall specifically consent to and approve the adoption thereof, thereupon, but not otherwise, the Governing Body of the Issuer may adopt such amendatory Resolution and such Resolution shall become effective and binding upon the holders of all of the Notes and Parity Obligations. Any consent given by the holder of a Note pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the instrument evidencing such consent and shall be conclusive and binding upon all future holders of the same Note during such period. Such consent may be revoked at any time after six months from the date of such instrument by the holder who gave such consent or by a successor in title by filing notice of such revocation with the City Clerk. The fact and date of the execution of any instrument under the provisions of this Section may be proved by the certificate of any officer in any jurisdiction who by the laws thereof is authorized to take acknowledgments of deeds within such jurisdiction that the person signing such instrument acknowledged before him the execution thereof, or may be proved by an affidavit of a witness to such execution sworn to before such officer. The amount and numbers of the Notes held by any person executing such instrument and the date of his holding the same may be proved by an affidavit by such person or by a certificate executed by an officer of a bank or trust company showing that on the date therein mentioned such person had on deposit with such bank or trust company the Notes described in such certificate. Section 29. Severability. If any section, paragraph, or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions. Section 30. 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 approved and incorporated by reference as part of this Resolution and made a part hereof and the Mayor and City Clerk are hereby authorized to execute and deliver the same at issuance of the Notes. 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 - 31 - 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 31. Repeal of Conflicting Ordinances or Resolutions and Effective Date. All other ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this Resolution are, to the extent of such conflict, hereby repealed; and this Resolution shall be in effect from and after its adoption. ADOPTED AND APPROVED this 17th day of May, 2016. ATTEST - City Ma or �. -32- TAX EXEMPTION CERTIFICATE of CITY OF IOWA CITY, COUNTY OF JOHNSON, STATE OF IOWA, ISSUER 59,360,000 Server Revenue Refunding Capita] Loan Notes, Series 2016C 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..........................................................................................................................1 ARTICLEI DEFINITIONS.........................................................................................................1 ARTICLE 11 SPECIFIC CERTIFICATIONS, REPRESENTATIONS AND AGREEMENTS.................................................................................................................4 Section 2.1 Authority to Certify and Expectations . .................. .......... ........................... A Section 2.2 Receipts and Expenditures of Sale Proceeds...............................................7 Section 2.3 Purpose of Bonds.........................................................................................7 Section 2.4 Facts Supporting Tax -Exemption Classification.........................................7 Section 2.5 Facts Supporting Temporary Periods for Proceeds.....................................8 Section 2.6 Resolution Funds at Restricted or Unrestricted Yield.................................8 Section 2.7 Pertaining to Yields....................................................................................10 ARTICLEIII REBATE..............................................................................................................11 Section3.1 Records......................................................................................................I 1 Section3.2 Rebate Fund...............................................................................................11 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..................................................................13 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.............................................................................17 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...............................................................18 Section 6.4 Amendments..............................................................................................18 ARTICLE VII FURTHER CERTIFICATIONS WITH RESPECT TO REFUNDING BONDS..............................................................................................................................19 EXHIBIT"A .. ..............................................................................................................................20 EXHIBIT"B .. ..............................................................................................................................22 TAX EXEMPTION CERTIFICATE CITY OF IOWA CITY. STATE OF IOWA THIS TAX EXEMPTION CERTIFICATE made and entered into on June 16, 2016, 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 $9,360,000 Sewer Revenue Refunding Capital Loan Notes, Series 2016C (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 $9,360,000 aggregate principal amount of Sewer Revenue Refunding Capital Loan Notes, Series 2016C, 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 when used in computing the present value of all payments of principal and interest to be paid on the Bonds, 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. "Financial Advisor" means Public Financial Management, Inc. • "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 l .148-1(c)) of the Bonds. • "Gross Proceeds Funds" means the Reserve Fund, 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 1.748-1(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 undeiivriters 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 $10,101,495,19. • '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 refunding outstanding revenue obligations of the City as more fully described in the Resolution. • "Project Fund" shall mean the fund into which a portion of the Proceeds that will be used, together with interest earnings thereon, to pay the principal, interest and redemption premium, if any, on the Refunded Bonds. • 'Purchasers" means U.S. Bancorp Municipal Securities Group of New York, New York, 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 $10,515,000 of the $24,280,000 Sewer Revenue Refunding Capital Loan Notes, Series 2008C dated October 15, 2008. • 'Refunding Bonds" means the Bonds. • "Regulations" means the hrcome 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-I1, 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 17, 2016, 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. • "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 yield, weighted average maturity, and certain other facts concerning the price at which the Purchaser will reoffer and sell the Bonds to the public. ARTICLE Il 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 Il 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 amounts reasonably required in a reserve fund, the certifications of the Financial Advisor as set forth in Exhibit B hereto, (6) with respect to Bond Yield, review of the Verification Certificate, and (7) with respect to the amount of governmental and qualified 501(c)(3) 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 govermnental unit. (j) 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 fiord, 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) 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. (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(8)(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. 0 (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 of $10,122,546.95 (par of $9,360,000 plus re -offering premium of $762,546.95), less underwriter's discount of 521,051.76, received at Closing in the arnount of $10,101,495.19 are expected to be deposited and expended as follows: (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) $ -0- 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; and (c) $10,101,495.19 will be used together with $413,504.81 from the Reserve Fund on the Refunded Bonds to pay the principal, interest and redemption premium, if any, on the Refunded Bonds; and (d) $ -0- will be deposited into the Reserve Fund. 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 were 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-goverrnnental 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 were used directly or indirectly to make or finance loans to persons other than governmental units. Refunding of Govermnental 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 Issuer has complied with and will continue to comply with all rebate requirements applicable to the Refunded Bonds. 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 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 Beater 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. (e) A Reserve Fund is established to secure the Bonds, however, the Issuer does not expect that principal of or interest on the Bonds will be paid from the Reserve Fund. Monies in the Reserve Fund will not be accumulated except to a reasonable extent. Within one year of receipt, earnings upon the investment of the Reserve Fund monies will be commingled with other revenues from the operations of the Issuer which are substantial in amount for accounting and expenditure. (f) The amounts on deposit in the Reserve Fund will at all times be equal to or less than the Allowable Reserve Fund Amount. However, if the amount in the Reserve Fund exceeds the Allowable Reserve Fund Amount, such excess must be invested at a yield no higher than the Bond Yield or will be invested in Tax Exempt Obligations. (g) For purposes of Subsections (e) and (f), the following terms shall have the meanings set forth below: (1) "Allowable Reserve Fund Amount" as described in Regulation 1.148-2(f)(2) means an amount equal to the lesser of (10)percent of the stated principal amount of the Bonds, the maximum annual principal and interest coming due on the Bonds, or 125% of the average annual principal and interest coming due on the Bonds. The Allowable Reserve Fund Amount is computed to be $1,012,255. 9 (2) "Reserve Fund" means that portion of the Revenue Fund as described in the Resolution. (h) The Bond Fund and the Reserve Fund are funds which either (a) are reasonably expected to be used to pay debt service on the Bonds and Parity Bonds, or (b) are pledged to the payment of debt service on the Parity Bonds should other sources prove insufficient. The Bond Fund is a "sinking fund" as defined in Regulation 1.148- 1(c)(2). The Bond Fund and the Reserve Fund apply to two or more issues, and each fund in the aggregate shall be referred to as a "Commingled Fund". Each Commingled Fund shall be allocated among the various issues of Bonds and Parity Bonds according to the methods described below. (i) For purposes of Subsection (h), the following terms shall have the meanings set forth below: (1) 'Bond Fund Allocation Factor" shall be determined by dividing the original face amount of the Bonds, $9,360,000, by the sum of the original face amounts of all outstanding Parity Bonds. (2) 'Parity Bonds" means the Bonds, and all other outstanding bonds of the Issuer ranking on a parity with the Bonds as set forth in the Resolution. (3) "Reserve Fund Allocation Factor" shall be determined by dividing the original principal amount of the Bonds, 59,360,000 by the sum of the original face amounts of all outstanding Parity Bonds. A portion of the investments in each Commingled Fund and earnings thereon shall be allocated to the Bonds by applying a certain percentage (the "Series 2016C Share") of the market value of the investments in the applicable Commingled Fund. Each time an issue of Parity Bonds is no longer outstanding and each time additional Parity Bonds are issued, the Issuer shall calculate the Series 2016C Share for the Bond Fund and Reserve Fund. The Series 2016C Share is determined for each Commingled Fund by applying the Bond Fund Allocation Factor and the Reserve Fund Allocation Factor, as applicable. Each time it shall be necessary to determine the earnings on the Bond Fund or the Reserve Fund, the Issuer shall multiply the earnings for the applicable Commingled Fund by the applicable Series 2016C Share. The Issuer may, at any time, use any other allocation method for the Reserve Fund or the Bond Fund allowed by Regulation 1.148-6(e)(6). 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 10 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. (b) Qualified guarantees have not been used in computing yield. (c) The Bond Yield has been computed as not less than 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. (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. 11 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: Six Month Exception The Gross Proceeds of the Bonds are expected to be fully expended for the goverrrrnental purposes for which the Bonds were issued no later than six months after the date of issue. If contrary to the reasonable expectations of the lssuer, the Gross Proceeds are not expended within six months, the Issuer will comply with the arbitrage rebate requirements of the Code. Election with respect to Reserve Fund earnings. The Issuer elects pursuant to Code Section 148(f)(4)(C)(vi)(IV) to exclude earnings on the Reserve Fund from ACP and to comply with the rebate requirements from the Closing Date. 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 earrings 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 12 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 S1,000 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, the Reserve 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: 13 (1) 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 date of deposit into the Reserve Fund, or the Closing Date if different from the purchase date. (2) 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 Pavments 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 1V. 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 pemritted 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 terns of the bid. A tern 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 roviderdid not consult with any other potential provider about its bid, that the bid was determined without regard to any other fomral 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 terns of the bid specifications are commercially reasonable. A tern is commercially reasonable if there is a legitimate business purpose for the 15 terni 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)(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). 16 (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)(lii)(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. 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. 17 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. Apyeements 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. HEN 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 Proceeds of the Refunding Bonds will be used for a current refunding and the Refunding Bonds are issued not more than 90 days before the last expenditure of any Proceeds of the Refunding Bonds for payment of debt service on the Refunded Bonds. The Proceeds of the Refunding Bonds will be invested in materially higher yield acquired obligations for a temporary period of not to exceed 90 days. (e) No Proceeds of the Refunded Bonds remain unspent. No sinking 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. IN WITNESS WHEREOF, the Issuer has caused this Certificate to be executed by its duly authorized officer, all as of the day first above written. (SEAL) 1 J-� Finance Director, City of Iowa City, State of Iowa 19 Holding Page for Exhibit "A" Holding page for Exhibit "B" 01239514-1110714-123 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 $9,360,000 Sewer Revenue Refunding Capital Loan Notes, Series 20160 (the "Notes") dated June 16, 2016. The Notes are being issued pursuant to a Resolution of the Issuer approved on May 17, 2016 (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 Financial hrformation" shall mean financial information or operating data of the type included in the final Official Statement, provided at least annually 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, 1300 I Street NW, Suite 1000, Washington, DC 20005. "National Repository" shall mean the MSRB's Electronic Municipal Market Access website, a/k/a "EMMA" (emma.msrb.org). "Official Statement" shall mean the Issuer's Official Statement for the Notes, dated 12016. "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 Financial Information. 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 information for the 2015/2016 fiscal year, provide to the National Repository an Annual Financial Information filing consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Financial Information filing must be submitted in such format as is required by the MSRB (currently in "searchable PDF" format). The Annual Financial Information filing may be submitted as a single document or as separate documents comprising a package. The Annual Financial Information filing 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 Financial Information filing and later than the date required above for the filing of the Annual Financial Information 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 the Annual Financial Information 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 Exhibit A. c) The Dissemination Agent shall: i. each year file Annual Financial Information 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 Financial Information has been filed pursuant to this Disclosure Certificate, stating the date it was filed. Section 4. Content of Annual Financial Information. The Issuer's Annual Financial Information filing 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 Annual Financial Information is required to be filed pursuant to Section 3(a), the Annual Financial Information filing shall contain unaudited financial statements of the type included in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Financial Information when they become available. b) A table, schedule or other information prepared as of the end of the preceding fiscal year, of the type contained in the final Official Statement under the captions "Sewer System Rates and Charges'; "Number of Sewer System Customers'; "Larger Sewer System Customers" and "Sales History and Sewer System Charges". 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, 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 10 Business Days after the day of the occurrence of the event: i. Principal and interest payment delinquencies; ii. Non-payment related defaults, if material; iii. Unscheduled draws on debt service reserves reflecting financial difficulties; iv. Unscheduled draws on credit enhancements relating to the Notes reflecting financial difficulties; v. Substitution of credit or liquidity providers, or their failure to perform; vi. 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; vii. Modifications to rights of Holders of the Notes, if material; viii. Note calls (excluding sinking fund mandatory redemptions), if material, and tender offers; ix. Defeasances of the Notes; x. Release, substitution, or sale of property securing repayment of the Notes, if material; xi. Rating changes on the Notes; xii. Bankruptcy, insolvency, receivership or similar event of the Issuer; xiii. 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 xiv. 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 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. 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. 4 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 Financial Information filing, 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. 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 Financial Information filing 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 Financial Information filing 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 Financial Information filing 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 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. Sction 11. Duties, Immunities and Liabilities of Dissemination Agent. he Dissemina ion Agent shall have only such duties as are specifically set forth this Disclosure Certificate, d the Issuer agrees to indemnify and save the Disseminatio Agent, its officers, directors, em oyees and agents, harmless against any loss, expense a liabilities which it may incur arising ou of or in the exercise or performance of its powers d duties hereunder, including the cost and expenses (including attorneys' fees) of de nding against any claim of liability, but exclude liabilities due to the Dissemination Ag is negligence or willful misconduct. The of i tions of the Is under this Sectio hall survive resignation or removal of the Dissemination \ayrnent of the Notes.Section 12. BeThis Disclosure Ce ficate shall inure solely to the benefit of the Issuer, the Dissemnt, the Participati Underwriters and Holders and Beneficial Owners from time to tNotes, and shall eate no rights in any other person or entity. Date: /74-'� day of�2„�� 26116. ATTEST: .0 CITY OF IOWA CITY, STATE OF IOWA ri Wyor 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: 16th day of June 2016. CITY OF IOWA CITY, STATE OF IOWA By:` - N7 or ATTEST: City EXHIBIT A NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL FINANCIAL INFORMATION Naive of Issuer: City of Iowa City, Iowa. Name of Note Issue: $9,360,000 Sewer Revenue Refunding Capital Loan Notes, Series 2016C Dated Date of Issue: June 16, 2016 NOTICE IS HEREBY GIVEN that the Issuer has not provided Annual Financial Infonnation 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 Financial Information will be filed by Dated: day of 20 CITY OF IOWA CITY, STATE OF IOWA By: Its: 01231522-1A10714-123 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 records of the City showing proceedings of the 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 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 Council hereto affixed this 17th day of May 2016. City Cferk, City of Iowa City, State of Iowa (SEAL) 01237715-1A10714-121 Council Member Late Handouts Distlibutedf s� ��5 —Ile that the form otTax EXemption Cer 'ficate be placed on file and approved. Council Member aleseconded the m tion and the roll being called thereon, the vote was as follows: AYES: NAYS: Council Member Certificate be placed on file and the motion and the roll being cal AYES: NAYS: Council Member "A RESOLUTION APP) ff PAYMENT OF SERIES 2016C, PROVISIONS PAYMENT O moveolhat the form of Continuing Disclosure Council M/mber seconded , the vo was as follows: introduced AND AUTHORIZING A I AND PROVIDING FOR THE ISSUANCE 000 SEWER REVENUE REFUNDING C? lowing Resolution entitled OF LOAN AGREEMENT SECURING THE P L LOAN NOTES, F THE CITY OF IOWA CITY, STATE OF IOWA,%and E THE CITY CODE OF IOWA, AND PROVIDING HOD OF IE NOTES ", and moved its adoption. Council Mem seconded the motion to adopt. The roll was cvote was: -4- AYES: NAYS: the Mayor declared the following Resolution duly A RES UTION APPROVING AND AU THO ING A FORM OF LO GREEMENT AND AUTHOFT G AND PROM FOR THE ISSUA/REV URING THE PAYMENT $9,360,000 SEWREFUNDING CAPITAL LOA NOTES, SERITHE CITY OF IOWA CITY,ST TE OF IOWAPROVISIONS OF THE CITY CODE F IOWA, AG FOR A METHOD OF PA NT OF T WHEREAS, the City Council oe ity of Iowa City, State of Iowa, sometimes hereinafter referred to as the "Issuer", has eretofore established charges, rates and rentals for services which are and will continue to e c lected as system revenues of the Sanitary Sewer Utility, sometimes hereinafter referee to as "System", and the revenues have not been pledged and are available for the pa ent of Se"Ker Revenue Refunding Capital Loan Notes, Series 2016C, subject to the folio ing premises; kid WHEREAS, Issuer proses to issue its Sew evenue Refunding Capital Loan Notes, Series 2016C, to the extent $9,360,000, for the purpo of defraying the costs of the project as set forth in Section 3 of t ' Resolution; and, it is deemed cessary and advisable and in the best interests of the City that form of Loan Agreement be appro ed and authorized; and WHEREAS, ere have been heretofore issued certain Se er Revenue Refunding bonds, notes or other obli tions, part of which remain outstanding and ar a lien on the net revenues of the System (defin d herein as the "Outstanding Obligations"); and WHE AS, in the Resolution authorizing the issuance of the Ou anding Obligations it is provided at additional Revenue Notes or Bonds may be issued on a p with the Outstandin Obligations, for the costs of future improvements and extensions\o the System or refunding utstanding obligations, provided that there has been procured and plhNked on file with the Cler , a statement complying with the conditions and limitations therein impo d upon the is! of Parity Obligations; and -5- WHEREAS, a statement of Jon Burmeister of Public Financial Management, an dependent Financial Consultant not in the regular employ of Issuer, has been placed on file in th office of the Clerk, showing the conditions and limitations of the Resolutions, dated Ap '120, 200 nd March 23, 2010, with regard to the sufficiency of the revenues of the Syste to permit the iss ce of additional Revenue Notes or Bonds ranking on a parity with the O standing Obligatio s to have been met and satisfied as required; and WHE AS, the notice of intention of Issuer to take action for th ssuance of not to exceed $10,500, 00 Sewer Revenue Refunding Capital Loan Notes, S 'es 2016C, has heretofore been du published and no objections to such proposed tion have been filed; and the Issuer desires to oceed with the issuance of $9,360,000 Se r Revenue Refunding Capital Loan Notes, Series 20 C: NOW, THEREFO BE IT RESOLVED BY T CITY COUNCIL OF THE CITY OF IOWA CITY, IN THE C UNTY OF JOHNSON, S ATE OF IOWA: Section 1. Definitions. T e following termyshall have the following meanings in this Resolution unless the text expressl or by necess9fy implication requires otherwise: • "Additional Obligations\shaIVnean any sewer revenue notes or bonds issued on a parity with the Notes in accord c with the provisions of this Resolution. • "Authorize/Denominat' ns" hall mean $5,000 or any integral multiplethereof."Beneficialmean t e person in whose name such Note is recorded as the beneficial obyaP 'cipant on the records of such Participant or such person's subro"Call Date"y 1, 2016, on which date the Refunded Bonds shall be redeemed and paid • "CedeCo." shall mean Cede & Co., the nlL nee of DTC, and any successor nominee of D C with respect to the Notes. \ Erk" shall mean the City Clerk, or such other oxicer of the successor Body as shall be charged with substantially the e duties and "Continuing Disclosure Certificate" shall mean that certai Continuing Disclosure ,ate executed by the Issuer and dated the date of issuance andelivery of the as originally executed and as it may be amended from time to ' e in accordance the terns thereof. • "Depository Notes" shall mean the Notes as issued in the form of o global certificate for each maturity, registered in the Registration Books maintained y the Registrar in the name of DTC or its nominee. "DTC" shall mean The Depository Trust Company, New York, New York, a purpose trust company, or any successor book -entry securities depository ed for the Notes. • "Fiscal Year" shall mean the twelve-month period beginning on July 1 of ea h year an ending on the last day of June of the following year, or any other corse ive twelve -m en=d adopted by the Governing Body or by law as the official counting period of th System. Requirements of a Fiscal Year as expressed in this solution shall exclude any p ent of principal or interest falling due on the first day the Fiscal Year and include an\ear, principal or interest falling due on the fir day of the succeeding Fisept to the extent of any conflict with t terms of the Outstanding Boe same remain outstanding."Governhall mean the City Councilof e City,or its successor in function with roperation and control of the ystem. • "Independent Auditor\shall mean an indep dent firm of Certified Public Accountants or the Auditor of ate. "Issuer" and "City" shall m6qn the 94 of Iowa City, State of Iowa. • "Loan Agreement" shallmeanLoan Agreement between the Issuer and a lender or lenders in substantially the form ac d to and approved by this Resolution. • "Net Revenues" shall an gross e 'ngs of the System after deduction of current expenses; "Current E use shall me and include the reasonable and necessary cost of operatin maintaining, repairin and insuring the System, including purchases at wholesale, i any, salaries, wages, and osts of materials and supplies but excluding depreciatio nd principal of and interest o the Notes and any Parity Obligations or paym is to the various funds establishe erein; capital costs, depreciation and i Brest or principal payments are not Sy em expenses. • 'Notes" shall mean $9,360,000 Sewer Revenue RefunNg Capital Loan Notes, Series 2016C/, authorized to be issued by this Resolution. iginal Purchaser" shall mean the purchaser of the Notesfr�in Issuer at the time final issuance. \ • "Outstanding Obligations" shall mean the Sewer Revenue Refundirk Capital an Notes, Series 2009A, dated May 18, 2009, issued in accordancewith R olution dopted April 20, 2009, $6,275,000 of which obligations are still outstanding unpaid and remain a lien on the Net Revenues of the System and Sewer Revenue Refund g Capital Loan Notes, Series 2010A, dated April 15, 2010, issued in accordance with Resolution adopted March 23, 2010, $6,330,000 of which obligations are still outstan and unpaid and remain a lien on the Net Revenues of the System. -7- • "Parity Obligations" shall mean sewer revenue notes, bonds or other obligations payable solely from the Net Revenues of the System on an equal basisith the Notes herein authorized to be issued, and shall include Additional Obligatiordas authorized to be issued under the terms of this Resolution and the Outstanding OWgations. "Participants" shall mean those broker-dealers, banks other financial inst tions for which DTC holds Notes as securities deposit • aying Agent" shall mean U.S. Bank National ssociation, or such successor as maybe ap roved by Issuer as provided herein and w shall carry out the duties prescribed h ein as Issuer's agent to provide for payment of principal of and interest on the Notes a the same shall become due. shall ■ direct o ligations of (inc ding obligations issued or held in book entry form onthe boo of) the D ent of the Treasury of the United States of America; ■ obligations of of the following federal agencies which obligations represent full faith redit of the United States of America, including: Ex or - hnr, Bank F Credit stem Financial Assistance Corporation SDA Rural D elopment General Services dmini U.S. Maritime Adm 'str Small Business Admi 'st Government National U.S. Department of Hous Federal Housing Admini: tge Association (GNMA) & Urban Development (FHA's) 0 repurchase agreements whose underlyi collateral consists of the investments set out above if the Issuer takes delr ery of the collateral either directly or through an authorized custodian. Rep hase agreements do not include reverse repurchase agreements; ■ senior debt obligations rated "AAA" by Standard Poor's Corporation (S&P) or "Aaa" by Moody's Investors Service Inc. (Moody issued by the Federal National Mortgage Association or the Federal Homean Mortgage Corporation; ■ U.S. dollar denominated deposit accounts, federal funds and b leer's acceptances with domestic commercial banks which have a rating on their short- term certificates of deposit on the date of purchase of "A-1" or "A-1+" by S&P or WE "P-1 " by Moody's and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); ■ commercial paper which is rated at the time of purchase in the single highest classification, "A-1+" by S&P or "P-1" by Moody's and which matures not more than 270 days after the date of purchase; z ■ investments in a money market fund rated "AAAm" or "AAAm- or bett by S&P, or "AAA" or "AA" by Moody's Investors Services, I .; ■ \theo d municipal obligations, defined as any bon or other obligastate of the United States of America or o y agency, instrulocal governmental unit of any such sta which are not callablon of the obligor prior to maturity or s to which irrevocable instrucen given by the obligor to call o e date specified in the notice;ch re rated, based on an inevo le escrow account or fund (the "escrow"), in the h successors thereto; or (b) and redemption premium, ;t rating category of &P or Moody's or any which are fully se red as to principal and interest by an obligations of the Deparhnent f the' which escrow may be applied on to interest and redemption premium, t the maturity date or dates thereof o pursuant to such irrevocable sufficient, as verified by a n, accountant, to pay principal the bonds or other obligati dates specified in the irre oc scr consisting only of cash or direct :a y of the United States of America, payment of such principal of and on such bonds or other obligations on specified redemption date or dates as appropriate; and (ii) which escrow is 'zed independent certified public and interest d redemption premium, if any, on described int paragraph on the maturity date or instructions reed to above, as appropriate; ■ tax exempt bo s as defined and permitted b ection 148 of the Internal Revenue Code and plicable regulations and only if r d within the two highest classi/anestment tablished by at least one of the stands rating services approuperintendent of banking by rule adopted ursuant to chapter 17A Ca; ■ ent contract rated within the two highest classific tionsasestablieast one of the standard rating services approved b thesuperibanking by rule adopted pursuant to chapter 17A Co ofIowa; ■ / Iowa Public Agency Investment Trust. • "Project Fund" shall mean the fund into which a portion of the proceeds that will be used, together with interest earnings thereon, to pay the principal, interest and redemption premium, if any, on the Refunded Bonds. M "Refunded Bonds" shall mean $10,515,000 of the $24,280,000 Sewer Revenue ing Capital Loan Notes, Series 2008C dated October 15, 2008. • "Registrar" shall mean U.S. Bank National Association of St. Paul, Minnesota, or such ccessor as may be approved by Issuer as provided herein and who shall carry out the duh prescribed herein with respect to maintaining a register of the owners of the Notes. ess otherwise specified, the Registrar shall also act as Transfer Agent for the Notes. "Repres tation Letter" shall mean the Blanket Issuer Letter of Repre ntations executed and deli ered by the Issuer to DTC on file with DTC. • "Reserve Fun Requirement" shall mean an amount equal toXe lesser of (a) the maximum annual amo t of the principal and interest coming due n the Notes and Parity Obligations; (b) 10 % o e stated principal amount of the Not and Panty Obligations or (c) 125% of the average ual principal and interest co g due on the Notes and Parity Obligations. For purp es of this definition: (1) "i a price" shall be substituted for "stated principal amount" fo issues with original is a discount or original issue premium of more than a de mini s amount and (2) ated principal amount shall not include any portion of an issue re ded or advan refunded by a subsequent issue. "Resolution" shall mean this re�plutioXauthorizing the issuance of the Notes. • "System" shall mean the Sanit wer Utility of the Issuer and all properties of every nature hereinafter owned by the ssu comprising part of or used as a part of the System, including all improvements d exte ions made by Issuer while any of the Notes or Panty Obligations remai outstanding, 1 real and personal property; and all appurtenances, contracts/ificat anchises and o er intangibles. • "Tax Exemption" shall mean the Exemption Certificate executed by the Finance Directorred at the time of iss nee and delivery of the Notes. • "Treasurer" s 1 mean the Finance Director or sue other officer as shall succeed to the same dunes d responsibilities with respect to the rec ding and payment of the Notes issued here der. 7 • "Yiel estricted" shall mean required to be invested at a yield that is not materially ode er than the yield on the Notes under section 148 (a) of the Internal Revenue or regulations issued thereunder. Secti 2. Authority. The Loan Agreement and the Notes authorized by this Resolution shall be is ed pursuant to Sections 384.24A, 384.82 and 384.83, of the City Code of Iowa, and in comp ' ce with all applicable provisions of the Constitution and laws of the State of Iowa. The an Agreement shall be substantially in the form attached to this Resolution and is. authorized to be executed and issued on behalf of the Issuer by the Mayor and attested by'the City Clerk. -10- Section 3. Authorization and Purpose. There are hereby authorized to be issued, ble, serial, fully registered Revenue Notes of the City of Iowa City, in the County of i, State of Iowa, in the aggregate amount of $ for the purpose of paying costs iding outstanding revenue obligations of the City. ection 4. Source of Payment. The Notes herein authorized and Panty Notes and Parity Obligati s and the interest thereon shall be payable solely and only out of the net earning of the Systemd shall be a first lien on the future Net Revenues of the System. The Not shall not be gener obligations of the Issuer nor shall they be payable in any manner by t ation and the Issuer shal a in no manner liable by reason of the failure of the net revenues be sufficient for the payment the Notes. Section 5. No Details. Sewer Revenue Refunding Capital Lo otes, Series 2016C, of the City in the amoun of $9,360,000, shall be issued to evidence th obligations of the Issuer under the Loan Agreemen ursuant to the provisions of Sections 3 .24A, 384.82 and 384.83 of the City Code of Iowa for the foresaid purpose. The Notes shal e designated "SEWER REVENUE REFUNDING C TA LOAN NOTES, SERIF 2016C", be dated June 16, 2016, and bear interest from the date the of, until payment there o , at the office of the Paying Agent, such interest payable on January 1, 17, and semiannua thereafter on the 1 st day of July and January in each year until maturity at a rates herein provided. The Notes shall be executed by the N attested by the manual or facsimile signature seal of the City and shall be fully registered Resolution; principal, interest and premi Agent by mailing of a check to the regist ed denomination of $5,000 or multiples reof. follows: Principal Amount it facsimile signature of the Mayor and City Clerk, and impressed or printed with the )th principal and interest as provided in this r any, owner The N Interest Rate be payable at the office of the Paying ie Note. The Notes shall be in the shall mature and bear interest as Maturity July 1 st $1,840,000 4.000% 2017 $1,920,00 4.000% 2018 $2,010, 0 4.000% 19 $1,76 ,000 4.000% 20 $1, 5,000 3.000% 2021 6. Redemption. The Notes are not subject to redemption prior to 7. Issuance of Notes in Book -Entry Form; Replacement Notes. (a) Notwithstanding the other provisions of this Resolution regarding registration, iership, transfer, payment and exchange of the Notes, unless the Issuer determines to permit exchange of Depository Notes for Notes in the Authorized Denominations, the Notes shall be -11- issued as Depository Notes in denominations of the entire principal amount of each maturity of N tes (or, if a such of the principal amount is prepaid, the principal amount less the prepaid ount); and such Depository Notes shall be registered in the name of Cede & Co., as nominee of C. Payment of semi-annual interest for any Depository Note shall be made by wire transfer or Ne York Clearing House or equivalent next day funds to the account of Cede & Co. on the interest ayment 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 Age shall have any resp sibility or obligation to any Participant or to any Beneficial Owner. thout limiting the i diately preceding sentence, neither the Issuer nor the Paying Ag t shall have any responsibility r obligation with respect to (i) the accuracy of the records o TC or its nominee or of any P icipant with respect to any ownership interest in the tes, (ii) the delivery to any Partici ant, any Beneficial Owner or any other person, o than DTC or its nominee, of any notice it respect to the Notes, (iii) the payment to Participant, any Beneficial Owner or any er person, other than DTC or its nomine , of any amount with respect to the principal of, p emium, if any, or interest on the Not , or (iv) the failure of DTC to provide any information or no 'fication on behalf of any Partic' ant or Beneficial Owner. The Issuer and the Yaymg gent may treat DTC o is nominee as, and deem DTC or its nominee to be, the absolute owner each Note for the urpose of payment of the principal of, premium, if any, and interest on such ote, for the p ose of all other matters with respect to such Note, for the purpose of registerin transfers ith respect to such Notes, and for all other purposes whatsoever (except for the givi of c ain Noteholder consents, in accordance with the practices and procedures of DTC as in applicable thereto). The Paying Agent shall pay all principal of, premium, if any, and intere n the Notes only to or upon the order of the noteholders as shown on the Registratio 00 , and all such payments shall be valid and effective to fully satisfy and discharge a Issu obligations with respect to the principal of, premium, if any, and interest on the otes to the a tent so paid. Notwithstanding the provisions of this Resolution to the contrary ' eluding without imitation those provisions relating to the surrender of Notes, registration ereof, and issuance Authorized Denominations), as long as the Notes are Depository Not , full effect shall be give to the Representation Letter and the procedures and practices of TC thereunder, and the Pa Agent shall comply therewith. (c) Upon (i a determination by the Issuer that DT is no longer able to carry out its functions oris othe se determined unsatisfactory, or (ii) a det ination by DTC that the Notes are no longe eligible for its depository services or (iii) a de 'nation by the Paying Agent that DTC as resigned or discontinued its services for the No s, if such substitution is authorized by w, the Issuer shall (A) designate a satisfactory substi e depository asset forth below or, if Ysatisfactory substitute is not found, (B) provide forthe ex Uange of Depository Notes for r lacement Notes in Authorized Denominations. /(d) To the extent authorized by law, if the Issuer determines to pro ' e for the ige of Depository Notes for Notes in Authorized Denominations, the Issu%Note notify ying Agent and shall provide the Registrar with a supply of executed una to be so exchanged. The Registrar shall thereupon notify the owners of td -12- provide for such exchange, and to the extent that the Beneficial Owners are designated as the transNe by the owners, the Notes will be delivered in appropriate form, content and Authorized Denom ations to the Beneficial Owners, as their interests appear. (e) Any substitute depository shall be designated in writing by the Issuer to the Paying Agen Any such substitute depository shall be a qualified and registered "clean agency" as pro Xded in Section 17A of the Securities Exchange Act of 1934, as ame d. The substitute deposi ry shall provide for (i) immobilization of the Depository Notes i) registration and tr fer of interests in Depository Notes by book entries made records of the depository or its no ee and (iii) payment of principal of, premium, if any, d interest on the Notes in accordance wk and as such interests may appear with respect t uch book entries. Section 8. Re,gistra} Delivery: and Cancellation. (a) Registration. The wnership of Notes may b transferred only by the making of an entry upon the books k for the registration a d transfer of ownership of the Notes, and in no other way. U.S. BA National Assoc' tion is hereby appointed as Note Registrar under the terms of thi Resolution d under the provisions of a separate agreement with the Issuer filed h ewith w ch is made apart hereof by this reference. Registrar shall maintain the books th suer for the registration of ownership of the Notes for the payment of principal o d interest on the Notes as provided in this Resolution. All Notes shall be neg a e as provided in Article 8 of the Uniform Commercial Code subject to the ovisio s for registration and transfer contained in the Notes and in this Resolution. /inationspermitted Transfer. The o rship of any Note y be transferred only upon the tration Books kept or the registration and be of Notes and only upon nder thereof at office of the Registrar toge er with an assignment duly executed e holder or his my authorized attorney in fact ' such form as shall be satisfactory Registrar, ng with the address and social sec 'ty number or federal employer ification n ber of such transferee (or, if registrati is to be made in the name of ple indi ' uals, of all such transferees). In the event at the address of the ered o ner of a Note (other than a registered owner w 'chis the nominee of the r or Baler in question) is that of a broker or dealer, ther must be disclosed on the tra on Books the information pertaining to the registered caner required above. e transfer of any such Note, a new fully registered Note, any denornination or inations permitted by this Resolution in aggregate principal ount equal to the tured and unredeemed principal amount of such transfened fid registered Note, earing interest at the same rate and maturing on the same date or ates shall be delivered by the Registrar. (c) Registration of Transferred Notes. In all cases of the transfer of the Ntes, the Registrar shall register, at the earliest practicable time, on the Registration Boo s, the Notes, in accordance with the provisions of this Resolution. - 13 - (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 egarded as the absolute owner thereof for all purposes, and payment of or on account of th principal of any such Notes and the premium, if any, and interest thereon shall be ma only to or upon the order of the registered owner thereof or his legal representative All su payments shall be valid and effectual to satisfy and discharge the liability up such N e, including the interest thereon, to the extent of the sum or sums so paid. (e) Can ellation. All Notes which have been redeemed shall not be reiss d but shall be cancelled the Registrar. All Notes which are cancelled by the Regis shall be destroyed and Certificate of the destruction thereof shall be furnis�Mard mptly to the Issuer; provided at if the Issuer shall so direct, the Registrar shall the cancelled Notes to the Issuer. (f) Non-Presentmen't of Notes. In the event any payment' eck representing payment of principal of or interest the Notes is returned to the Pa g Agent or if any note is not presented for payment o rincipal at the maturity or demption date, if funds sufficient to pay such principa 1 the Paying Agent for the benefit owner thereof for such interest or or interest on Notes SKaII have been made available to owner lent of and be completely discharged, and thk hold such funds, without liability for in Notes who shall thereafter be restricted whatever nature on his part under this f or Notes. The Paying Agent's obligatio equal to two years and six months fol} tall liability of the Issuer to the otes shall forthwith cease, terminate it all be the duty of the Paying Agent to ereon, for the benefit of the owner of such ively to such funds for any claim of ion or on, or with respect to, such interest )V such funds shall continue for a period became due, whether at maturity, o at the date fix otherwise, at which time the Payi g Agent, shall sui to the Issuer, whereupon any elm under this Resol or Notes of whatever nature s all be made upon the on which such interest or principal for redemption thereof, or ttnder any remaining funds so held n by the Owners of such interest (g) Registration and Uansfer Fees. The Registrar may Nqnish to each owner, at the Issuer's expense, one note for note f hcaero�amival maturity. The Regi traz shall famish additional Notes in on, or denominations (but not less than the\an m denomination) to an owner whYance quests. Section 9. Reis of Mutilated Destroyed, Stolen or Lostcase any outstanding Note shal ecome mutilated or be destroyed, stolen or loss r shall at the request of Registrar thenticate and deliver a new Note of like tenor oun s the Note somutila/'regulations y , stolen or lost, in exchange and substitution for sutilate ote toRegists ender of such mutilated Note, or in lieu of and subn for the otedestroor lost, upon filing with the Registrar evidence satisfto the Regi ar andIssuerNote has been destroyed, stolen or lost and proof of oip thereof, an uponfurnishegistrar and Issuer with satisfactory indemnity and cog with such othreasonations as the Issuer or its agent may prescribe and payh expenses as th Issuerr in connection therewith. 14- Section 10. Record Date. Payments of principal and interest, otherwise than upon full redemption, made in respect of any Notes, shall be made to the registered holder thereof or to their designated Agent as the same appear on the books of the Registrar on the 15th day of the rt preceding the payment date. All such payments shall fully discharge the obligations of th ss in respect of such Notes to the extent of the payments so made. Payment of principal shal my be made upon surrender of the Notes to the Paying Agent. S tion 11. Execution. Authentication and Delivery of the Notes. Upon the adop ' of this Resolu ' nXthe the Mayor and Clerk shall execute and deliver the Notes to the the , who shall authentotes and deliver the same to or upon order of the Original Pu aser. No Note shall beobligatory for any purpose or shall be entitled to any right enefit hereunder unegistrar shall duly endorse and execute on such Notea ficate of Authenticati'ally in the form of the Certificate herein set forth. ch Certificate upon any Note exebe alf of the Issuer shall be conclusive evidence th the Note so authenticated dul issued under this Resolution and that thederthereof is entitled to the benefits oolutio No Notes shall be authen ' ated and delivered by the R strar, unless and until there shall have been provided the follo ' g: ♦ A certified copy of the resol on of Issuer approving the execution of a Loan Agreement and a copy of the an Agree nt; ♦ A written order of Issuer signed b the inance Director directing the authentication and delivery of the Notes to or upon a order of the Original Purchaser upon payment of the purchase price as set forth t e ; ♦ The approving opinion of Ali] s & CoonN, P.C., Bond Counsel, concerning the validity and legality of all t Notes propos to be issued. Section 12. Right to Name ubstitute Pavin2 Ag or Registrar. Issuer reserves the right to name a substitute, succe or Registrar or Paying Ag t upon giving prompt written notice to each registered Note lder. -15- Section 13. Form of Note. Notes shall be printed in substantial compliance with standards proposed by the American Standards Institute substantially in the form as follows: 6) (1) 2 3) (4) 0 (9) ( (10) (/iinuecd on the back of Note) (11)(12)(13) (14) FIGURE 1 (Front) (15) ilk The text of the Notes to be located thereon at the item numbers shown shall be as follows: 1, figure 1= Item 2, fi e 1 = Item 3, fi e 1 = Item 4, figur 1 = Item 5, figure = Item 6, figure 1 Item 7, figure 1 = Item 8, figure 1 = "STATE OF IOWA" "COUNTY OF JOHNSON" "CITY OF IOWA CITY" "SEWER REVENUE REFUNDING CAPITAL LOAN NOTE" "SERIES 2016C" Rate: Maturity: Note Date: June 16, 2016 CUSIP No.: "Registered" Note No. Principal Amount: $ Item 9, figure 1= organized and existing under an "Issuer"), for value received, pro: maturity date indicated above, to Item 9A, figure 1 = name of Registered Owner). City of Iowa City, State of Iowa, a m cipal corporation )y virtue of the Constitution and la of the State of Iowa (the '\seso pay from the soZandhereinafter provided, on the ion panel to be co Registrar or Printer with Item 10, figure 1 = or registered d AMOUNT WRITTEN OUT) THOUSAND America, on the maturity date shown above office of U.S. Bank National AssociationA successor, with interest on such sum frgfn the specified above, payable on January 2017, and and January in each year. K, the principal sum of (PRINCIPAL LARS in lawful money of the United States of upon presentation and surrender hereof at the 1, Minnesota, Paying Agent of this issue, or its hereof until paid at the rate per annum X -annually thereafter on the 1 st day of July Interest and principal all be paid to the registerN holder of the Note as shown on the records of ownership in ned by the Registrar as of the 5th day of the month preceding such interest payment date. This Note is 'ssued pursuant to the provisions of Sections 84.24A and 384.83 of the City Code of Iowa, fo a purpose of paying costs of refunding outstan ing revenue obligations of the City, and ' order to evidence the obligations of the Issuer under certain Loan Agreement dated May 1 , 2016, in conformity to a Resolution of the City Counci f the City duly passed and approv d. For a complete statement of the revenues and funds from hich and the conditio under which this Note is payable, a statement of the conditions u der which additio al Notes or Bonds of equal standing may be issued, and the general co enants and prov' ions pursuant to which this Note is issued, reference is made to the above scribed Loan A eement and Resolution. Unless this certificate is presented by an authorized representative of The Depository st Company, a limited purpose trust company ("DTC"), to the Issuer or its agent for re tration of transfer, exchange or payment, and any certificate issued is registered in the name of Ce e & Co. or such other name as requested by an authorized representative of DTC (and any paymen 's made to Cede & Co. or to such other Issuer as is requested by an authorized representa 've of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALJA OR OTHER ISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registere owner hereof, ede & Co., has an interest herein. Ownershipthis Note may be transferred only by transfer upon the book ept for such purpose by U.S. Bank ational Association, the Registrar. Such transfer on th,gAooks shall occur only upon presen\alCodean surrender of this Note at the office of the gistrar as designated below, togeassignment duly executed by the own ereof or his duly authorized attorney in tshall be satisfactory to the Registrar. ssuer reserves the right to substitute the Registing Agent but shall, however, pro tly give notice to registered Noteholders ge. All Notes shall be negotia e as provided in Article 8 of the Uniform Commerciubjectto the provisions fo egistrafion and transfer contained in the Note R This Note and the series of which 't forms a therewith, and any Additional Obligations 'ch In time to time on a parity with the Notes, as pr 'ded of which notice is hereby given and which are secured by a pledge of the Net Revenues of the and provided in the Resolution. There has h etofo and agrees that it will maintain just and eq 'table rE rVther obligations ranking on a parity Xe hereafter issued and outstanding from the Note Resolution and Loan Agreement made a part hereof, are payable from and ry Sewer Utility (the "System"), as defined been established and the City covenants \or charges for the use of and service rendered by the System in each year for a payment ofNe operation and maintenance of the Syst and for the esta meet the principal of and interest on 's series of Notes, an parity therewith as the same beco a due. This Note is not proper and reasonable expenses of shment of a sufficient sinking fund to and under no circumstances shal e City be in any manner Net Revenues to be sufficient Vr the payment hereof Obligations ranking on a .e in any manner by taxation by reason of the failure of the And it is hereby resented and certified that all acts, conditio and things requisite, according to the laws anConstitution of the State of Iowa, to exist, to b had, to be done, or to be performed preceden to the lawful issue of this Note, have been existent, ad, done and performed as require by law. IN TEST ONY WHEREOF, the City by its City Council has caused this ote to be signed by the fa simile signature of its Mayor and attested by the facsimile signature its Clerk, with the seal o the City printed hereon, and authenticated by the manual signature of an authorized rg resentative of the Registrar, U.S. Bank National Association, St. Paul, Minn ota. -19- Item 11, figure I = Date of Authentication: Item 12, figure 1 = This is one of the Notes described in the within mentioned Resolution, as registered by U.S. Bank National Association U.S. BANK NATIONAL ASSOCIATION, St. Paul,,Minnesota LM Authorized Item 13, figure= Registrar and Transfer Agent: U Bank National Association Paying Agent: .S. Bank National Association \SEEEERSE FOR CERT DEFINITIONS Item 14, figure 1 =Item 15, figure 1 =e Block) IOWA TY, STATE OF IOWA 0 an City Item 17, figure 1 Assignment Block) (Information Required for -20- ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. w in Note and does hereby irrevocably constitute and appoint attor Yey in fact to transfer the said Note on the books kept for registration of the wi with power of substitution in the premises. this day of SIGNATURE GUARANTEED 2016. (Person(s) exeuting this here) Y The signature(s) to this Po er must con pond with the name(s) as written upon the face of the Certificates) r Notes in every particular without alteration or enlargement or any change w tev .Signature guarantee must be provided in accordance with the prevailing dards and procedures of the Registrar and Transfer Agent. Such standarkpro. cedures may require signature to be guaranteed by certain eligibleinstitutions that participate in a recognized signature guaran INFORMATION Name of Transferee(s) Address of Transferee(s) Social Security or Tax Id Number of Tr Transferee is a(n): Individual* REGISTRATION OF TRANSFER the Partnershi Trust * If the ote is to be registered in the names of multiple indi ual owners, the names of all such wners and one address and social security number must a provided. e following abbreviations, when used in the inscription on the e of this Note, shall be cons ed as though written out in full according to applicable laws or re lations: COM - as tenants in common -21- TEN ENT - as tenants by the entireties 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 ................... NAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST Section 14. E u of Lien. The timely payment of principal of and in est on the Notes and Parity Obligation shall be secured equally and ratably by the Net enues of the System without priority by re on of number or time of sale or d!Cu?rren!tRefanding revenues of the System are hereby irrevocably edged to the timely payment ofand interest as the same become due. Section 15. Application o\No Proceeds - Redemptionof Refunded Bonds. Proceedsof the Note shall be applied as fol ws: ♦ No proceeds will be used to meet the Resegle Fund Requirement, ♦ $10,122,546.95 of proceeds shale d osited in trust with the Treasurer for the payment of the Refunded Bonds an is irrevocably appropriated exclusively to the payment of principal of, interest premium, if any, due on the redemption thereof. Said amount shall be d s ately from all other moneys or accounts, in cash or direct obligations the Unite tates, maturing on or before the Call Date of the Refunded Bon , and is determ' ed to be sufficient to retire on the designated Call Date all such obligations, gether with the interest thereon to the designated redemp 'on date and premium ereon, if any, that may be payable on the redemption ofAhe same. ♦ No proceeds sh911 be applied to pay the costs of issuNce of the Notes. The Refunded Bonds are c led and shall be redeemed as of the Call DaN The Clerk is hereby authorized and directed V cause notice of such redemption to be given inc mpliance with the terms of the Refunded onds. Any excess procee s remaining on hand after completion of the purpose of issuan a shall be used to call oro erwise retire Notes. Secti 16. User Rates. There has heretofore been established and published as r uirt by law, ju and equitable rates or charges for the use of the service rendered by the System. rates or arges shall be paid by the owner of each and every lot, parcel of real estate, or buildii that is onnected with and uses the System, by or through any part of the System or that in any way ses oris served by the System. So long as the Notes are outstanding and unpaid the rates -22- or charges to consumers of services of the System shall be sufficient in each year for the paXnent of the proper and reasonable expenses of operation and maintenance of the System and for payment of principal and interest on the Notes and Panty Notes and obligations as the same All due, and to provide for the creation of reserves as hereinafter provided. An revenues paid and collected for the use of the System and its services by the Issuer or any dep ent, agency or instrumentality of the Issuer shall be used and accounted for in the same manner aX y other revenues derived from the operations of the System. Section 17. A lic 'on of Revenues. From and after the delivery of any Notes, and a ong as any of the Notes or P\ine ons shall be outstanding and unpaid either as to 'ncipal or as to interest, or until all and Parity Obligations then outstanding shall ave been discharged and satisfinner provided in this Resolution, the entire ' come and revenues of the Systeposited as collected in a fund to be know as the Sewer Revenue Fund (the "d"), and shall be disbursed only as foll s: (a) Operation and 1D aintenance Fund. Money in a Revenue Fund shall first be disbursed to make deposits in)amo ate and special d to pay current expenses. The fund shall be known as the enue Operaf nand Maintenance Fund (the "Operation and Maintenance Fue shall be eposited in the Operation and Maintenance Fund each month sufficie to meet the current expenses of the month plusan amount equal to 1 ens payable on an annual basis such as insurance. After the first day of, er deposits may be made to this account from the Revenue Fund to the exs o pay current expenses accrued and payable to the extent that funds are not av lable ' the Surplus Fund. (b) Sinking Fund. Moneyffi Money'the Revenu6 and shall next be disbursed to make deposits into a separate ands cial fund to pay principal and interest requirements of the Fiscal Year o the Notes and Parity ligations. The fund shall be known as the Sewer Revenue N to and Interest Sinking F (the "Sinking Fund"). The required amount to be deposi in the Sinking Fund in any m nth shall be the equal monthly amount necessary pay in full the installment of inter t coming due on the next interest payment dat on the then outstanding Notes and Parit Obligations, plus the equal monthly amount cessary to pay in full the installment of prin ' al coming due on such Notes on the ne succeeding principal payment date until the full ount of such installment is on h d. If for any reason the amount on hand in the Si 'i Fund exceeds the required amo t, the excess shall forthwith be withdrawn and paid into Revenue Fund. Money ' the Sinking Fund shall be used solely for the purpose of payin rincipal of and intere on the Notes and Parity Obligations as the same shall become due payable. c) Reserve Fund. Money in the Revenue Fund shall be disbursed to maintain a deb service reserve in an amount equal to the Reserve Fund Requirement. Such fund sho be known as the Sewer Revenue Debt Service Reserve Fund (the "Reserve Fund"). each month there shall be deposited in the Reserve Fund an amount equal to 25 percent of the amount required by this Resolution to be deposited in such month in the Sinking Fund; provided, however, that when the amount on deposit in the Reserve Fund shall be -23- not less than the Reserve Fund Requirement, no further deposits shall be made into the Reserve Fund except to maintain such level, and when the amount on deposit in the Reserve Fund is greater than the balance required above, such additional amounts shall be withdrawn and paid into the Revenue Fund. Money in the Reserve Fund shall be used solely for the purpose of paying principal at maturity of or interest on the Notes and Parity Obligations for the payment of which insufficient money shall be available in the t�inking Fund. Whenever it shall become necessary to so use money in the Reserye d, e payments required above shall be continued or resumed until it shall have be res red to the required minimum amount. (d) Subordinate Obligations. ions. Money in the Revenue Fund next be used to pay p ' cipal of and interest on (including reasonable reserves they )r) any other obligation which by their terms shall be payable from the revenue of the System, but subordinate X the Notes and Parity Obligations, and which hav een issued for the purposes of ex nsions and improvements to the System or toetire the Notes or Parity Obligations in a ance of maturity, or to pay for extraordi repairs or replacements to the System. (e) S In s. All money therea r remaining in the Revenue Fund at the close of each modeposited in any the funds created by this Resolution, to pay for extraordinor replacement>4o the System, or may be used to pay or redeem the Notes orgations, any 9f them, or for any lawful purpose. Money in the Revenue Fund shall a all ed and paid into the various funds and accounts hereinbefore referred to in the ord which the funds are listed, on a cumulative basis on the 10th day of each month, or on the ne cceeding business day when the 10th shall not be a business day; and if in any month the ney i he Revenue Fund shall be insufficient to deposit or transfer the required amount ' any of t\theCit accounts, the deficiency shall be made up in the following month or nths after pall funds and accounts enjoying a prior claim to the revenues shall h e been met inovisions of this Section shall not be construed to require the Issu o maintain sepcounts for the funds created by this Section; except the Sinking F d and the Reservea maintained in a separate account but may be invested in conj ction with other funut designated as a trust fund on the books and records of City. Section 18. O standin Obli ations. Nothing in this Resoluti shall be construed to impair the rights ves d in the Outstanding Obligations. The amounts her ' required to be paid into the various fu s named in this Resolution shall be inclusive of paymen equired in respect to the Outstandi Obligations. The provisions of the resolution or resolutions erred to in Section 1 of t ' Resolution and the provisions of this Resolution are to be constru wherever possible so at the same will not be in conflict. In the event such construction is not ossible, the provis' ns of the resolution first adopted shall prevail until such time as the Notes a orized by the r olution have been paid in full or otherwise satisfied as therein provided at which ' e the pr isions of this Resolution shall again prevail. -24- Section 19. Investments. All of the funds provided by this Resolution may be invested Permitted Investments or deposited in financial institutions which are members of e eposit Insurance Corporation or its equivalent successor, and the deposits in w ch are insured reby and all such deposits exceeding the maximum amount insured from ' e to time by FDIC o 'ts equivalent successor in anyone financial institution shall be cont ously secured in compliant with Chapter 12C of the Code of Iowa, 2015, as amended, oro ise by a valid pledge of dire c obligations of the United States Government having an equi lent market value. All such interim kestments shall mature before the date on which tX1'eys are required for the purposes for w 'ch the fund was created or otherwise as herein pbut in no event maturing in more th three years in the case of the Reserve Fund. All income deriv from suthch investments shall be depo ted in the Revenue Fund and shall be regarded as rev, - N- sof e System. Investments sh at anytime necessarybe liquidated and the proceeds ereof applied to the purpose r which the respective fund was created. Section 20. Covenants R ardin the era/nof the System. The Issuer hereby covenants and agrees with each anevery holder o the Notes and Panty Obligations: (a) Maintenance anffici tic . The Issuer will maintain the System in good condition and operate it in an effic' manner and at reasonable cost. (b) Sufficiency of Ra s. or before the beginning of each Fiscal Year the Governing Body /besu t or onrinue effect rates for all services rendered by the System determinetient to pro ce Net Revenues for the next succeeding Fiscal Year adequprincipal and in rest requirements and create reserves as provided in this Rbut not less than 1 0 percent of the principal and interest requirements of thYear. No free use o e System by the Issuer or any department, agencrumentality of the Issu shall be permitted except upon the determination of ting Body that the rates d charges otherwise in effect are sufficient to provievenues at least equal to th requirements of this subsection. (c) Ifisurance. That the Issuer shall maintain in ance for the benefit of the Noteholders o the insurable portions of the System of a kin d in an amount which normally w Idbe carried by private companies engaged in a s filar kind of business. The proce s of any insurance, except public liability insurance, 'sell be used to repair or replace t part or parts of the System damaged or destroyed, or if n t so used shall be placed i the Revenue Fund. (d) Accounting and Audits. The Issuer will cause to be kept pro er books and ac unts adapted to the System and in accordance with generally accepted acc nting p ctices, and will diligently act to cause the books and accounts to be audited ally d reported upon not later than 180 days after the end of each Fiscal Year by an Independent Auditor and will provide copies of the audit report to the holders of any o the Notes and Panty Obligations upon request. The holders of any of the Notes and -25- Panty Obligations shall have at all reasonable times the right to inspect the System and the records, accounts and data of the Issuer relating thereto. (e) State Laws. The Issuer will faithfully and punctually perform all duties wifk reference to the System required by the Constitution and laws of the State of Iowa, incl ing the making and collecting of reasonable and sufficient rates for servi s rende d by the System as above provided, and will segregate the revenues the System and appV the revenues to the funds specified in this Resolution. (f) Pronertv. The Issuer will not sell, lease, mortgage or ' any manner dispose of t e System, or any capital part thereof, including any all extensions and additions tha ay be made thereto, until satisfaction and disch e of all of the Notes and Panty Obl ations shall have been provided for in them "der provided in this Resolution; pro 'ded, however, that this covenant shall not construed to prevent the disposal by the Is er of property which in the judgment its Governing Body has become inexpedien or, unprofitable to use in connectio ith the System, or if it is to the advantage of the Sys m that other property of equal higher value be substituted therefor, and provided\No at the proceeds of t e disposition of such property shall be placed in a revolvibe used in prefer ce to other sources for capital improvements to the ny such procee s of the disposition of property acquired with the proceeds of tr Panty Obh tions shall not be used to pay principal or interest on the Notes bligations for payments into the Sinking or Reserve Fund. (g) Fidelity Bond. TheXAcr shall maintain fidelity bond coverage in amounts which normally would be/Ned by private companies engaged in a similar kind of business on each officer gr empNyee having custody of funds of the System. (h) Additional Ch4ges. The IssuXr will require proper connecting charges and/or other security for th payment of servic charges. (i) Bud el. he Governing Body of Issuer shall approve and conduct operations pursuant to system budget of revenues d current expenses for each Fiscal Year. Such budget all take into account revenues\Not urrent expenses during the current and last pr eding Fiscal Year. Copies of sudget and any amendments thereto shall be p to to the holders of any of thes upon request. Section 21. edies of Noteholders. Except as herein ex essly limited the holder or holders of the Note and Panty Obligations shall have and possess al\Nes hts of action and remedies afforded y the common law, the Constitution and statutes tate of Iowa, and of the United State of America, for the enforcement of payment of theiand interest thereon, and of the ple a of the revenues made hereunder, and of all covenana Issuer hereunder. Sec on 22. Prior Lien and Parity Obligations. The Issuer will issue no ther notes, bonds or ligations of any kind or nature payable from or enjoying a lien or cla on the propert or revenues of the System having priority over the Notes or Panty Oblig ions. -26- Additional Obligations may be issued on a parity and equality of rank with the Notes with r pect to the lien and claim of such Additional Obligations to the revenues of the System and the)Roney on deposit in the funds adopted by this Resolution, for the following purposes and under the ollowing conditions, but not otherwise: , (a) For the purpose of refunding any of the Notes or Parity Obligations whic shall have m tared or which shall mature not later than three months after the date delivery of such r ding obligation and for the payment of which ther/be ficient money in Sinking Fund and the Reserve Fund; (b) For the ose of refunding any outstanding Notes, Por general obligation notes o making extensions, additions, improvementts to the System, if all of the ollowing conditions shall have been met: (i) fore any such Additional Obligati s ranking on a parity are issued, there ill have been procured and file with the City Clerk, a statement of an In pendent Auditor, independ t financial consultant or a consulting engineer, of a regular employee the Issuer, reciting the opinion based upon ne essary investigatiorA that the Net Revenues of the System for the precedin F: provided) were equal to a be required in any Fiscal Y Notes or Panty Obligations and Panty Obligations then earnings of the System and issued. J Year (wi,Yh adjustments as hereinafter t 1.25 tiv6es the maximum amount that will prior X the longest maturity of any of the principal of and interest on all Notes ing which are payable from the net tional Obligations then proposed to be For the purpose of dete ning the Net evenues of the System for the preceding Fiscal Year aforesaid, the am ant of the gross revenues for such year may be adj ted by an Independen Auditor, independent financial consultant r a consulting engineer, n t a regular employee of the Issuer, so as to re ect any changes in the amour f such revenues which would have res ted had any revision of the sched a of rates or charges imposed at or rior to the time of the issuance of any uch Additional Obligations een in effect during all of such preceding 'scal Year. (iij the Additional Obligations must be payable o principal and as interest on the same month and day as the Notes herein (iii) for the purposes of this Section, principal and i due on the first day of a Fiscal Year shall be deemed a immediately preceding Fiscal Year. -27- (iv) for the purposes of this Section, general obligation bonds or notes shall be refunded only upon a finding of necessity by the Governing Body and only to the extent the general obligation bonds or notes were issued or the proceeds thereof were expended for the System. (v) for purposes of this Section, "preceding Fiscal Year" shall the most recently completed Fiscal Year for which audited financial ements prepared by a certified public accountant are issued and liluble, but in no event a Fiscal Year which ended more than eighteen nth prior to the date of issuance of Additional Obligations. / Section 23. Dis ition of expects and covenants that o use will be made of the proceeds from the i Notes issued hereunder whic will cause any of the Notes to be classified within the meaning of Section 8(a) and (b) of the Internal Revenue Co and that throughout the term of Notes it will comply with the requ' n and regulations issued thereunder. The To the best knowledge and bell f of the' there would materially change the foregoing s tements or the cor the proceeds of the Notes will be used in a anner that notes. Without limiting the generality of th oregoing the provisions of the Tax Exemption Certifica and Certificate are hereby incorporated by reference s hereby directed to make and insert all calculation and Tax Exemption Certificate in all respects and to x ut Certificate at issuance of the Notes to certify to th the Issuer at that date. uap6e and sale of the y4rbitrage bonds of the United States, ats of such statute no facts or circumstances that union that it is not expected that wo d cause the Notes to be arbitrage e Issuer hereby agrees to comply with provisions of the Tax Exemption of this Resolution. The Treasurer is determinations necessary to complete the e and deliver the Tax Exemption easonable expectations and covenants of The Issuer covenants that it will eat as Yield Res 'cted any proceeds of the Notes remaining unexpended after three yevg from the issuance an any other funds required by the Tax Exemption Certificate to be so eated. If any investment e held with respect to the Notes and Parity Obligations, the Issuer all treat the same for the pun se of restricted yield as held in proportion to the orig/action al amounts of each issue. The Issuer coit will exceed any investment yield re ction provided in this Resolution only in thit shall first obtain an opinion of reco ed bond counsel that the proposed investmill not cause the Notes to be classified as bitrage bonds under Section 148(a) and (bl Revenue Code or regulations issued there nder. The Issuer ovenants that it will proceed with due diligence to spend th roceeds of the Notes for the p ose set forth in this Resolution. The Issuer further covenants at it will make no change in t use of the proceeds available for the construction of facilities or ange in the use of any p ion of the facilities constructed therefrom,by persons other than the%iathe or the general pu is unless it has obtained an opinion of bond counselor a revenue rulin proposed roject or use will not be of such character as to cause interest on any of otes not WE be exempt from federal income taxes in the hands of holders other than substantial users of the asect, under the provisions of Section 142(a) of the Internal Revenue Code of the United s, related statutes and regulations. \payo n 24. Additional Covenants Representations and Warranties of the Issu The Issuer cs and covenants with the purchasers and holders of the Notes fro71thaoll 'to time outstanat the Issuer through its officers, (a) will make such further specenants, represeand assurances as maybe necessary or advisable; (b) comply represens, ovenants and assurances contained in the Tax Exemption ertificate, which Tax Exon ificate shall constitute a part of the contract betwe a Issuer and the owners Notes, c) consult with bond counsel (as defined in the ax Exemption Certificd) pay to e United States, as necessary, such sums o money representing required rebates cess arbitra profits relating to the Notes; (e) file s forms, statements and supportcuments as be required and in a timely m er; and (f) if deemed necessary or advisabits officers, to loy and pay fiscal agents, fi cial advisors, attorneys and other personssist the Issuer in s h compliance. Section 25. Discharge and at entered into, created or imposed purs satisfied with respect to the Notes and the following ways: (a) By paying the Notes or payable; and The covenants, liens and pledges m may be fully discharged and or any of them, in any one or more of when the same shall become due and (b) By depositing in trust ith the Treas er, or with a corporate trustee designated by the Governing Body for the ayment of the ob -,;a ons and irrevocably appropriated exclusively to that purpos an amount in cash o\Previo bligations of the United States the maturities and inco of which shall be sufretire at maturity, or by redemption prior. to m ty on a designated dahich the obligations may be redeemed, all of suc obligations outstanding atogether with the interest thereon to maturity r to the designated redempremiums thereon, if any, that may be payable o the redemption of the same; t proper notice of redemption of all such obli tions to be redeemed shall havevio sly published or provisions shall have beo made for such publication. Upon such ayment or deposit of money or securities, or both, in th amount and manner provided by this ection, all liability of the Issuer with respect to the Notes o an Obligations shall cease, det mune and be completely discharged, and the holders thereof sh 11 be entitled only to paym tout of the money or securities so deposited. /issuance n 26. Resolution a Contract. The provisions of this Resolution shall co stitute a contreen the Issuer and the holder or holders of the Notes and Parity Obligatio and after of any of the Notes no change, variation or alteration of any kind in the provithis Resolution shall be made in any manner, except as provided in the next -29- ng Section, until such time as all of the Notes and Panty Obligations, and interest due shall have been satisfied and discharged as provided in this Resolution. , Section 27. Amendment of Resolution Without Consent. The Issuer may, withod the of or notice to any of the holders of the Notes and Panty Obligations, amend r n t this Resolution for any one or more of the following purposes: (a) to cure any ambiguity, defect, omission or inconsistent provis' n in this Resoluti n or in the Notes or Panty Obligations; or to comply wit y application provision law or regulation of federal or state agencies; provi d, however, that such action shall t materially adversely affect the interests of the olders of the Notes or Panty Obligat ns; (b) to change N terms or provisions of this prevent the interest o the Notes or Parity Oblig gross income of the hol4ers thereof for federal i (c) to grant to or confe%pwn the holders f additional rights, remediesers or auth'tyconferred upon the holdersa Notes; (d) to add to the covenants a other covenants and agreements surrender or eliminate any right Resolution; or / (e) to subject to the 1 may be permitted by law xfion to the extent necessary to from being includable within the tax purposes; the Notes or Panty Obligations any that may lawfully be granted to or eements of the Issuer contained in this Resolution conditions or restrictions upon, the Issuer or to ier reserved to or conferred upon the Issuer in this pledge of leis Resolution additional pledged revenues as Section 28. Amendineilt of Resolution Re uirin Cons amended from time to time i such amendment shall have Nen less than two-thirds in prin ipal amount of the Notes and P ' outstanding (not includin in any case any Notes which may ti; account of the Issuer, b including such refunding obligations purpose of refunding y of such Notes if such refunding oblig the Issuer); but this solution may not be so amended in such ;nt. This Resolution may be consented to by holders of not Obligations at any time n be held or owned by or for the 3 ay have been issued for the itio s shall not then be owned by mann as to: (a) M9%e any change in the maturity of interest rate of the Nd of paym t of principal of or interest on the Notes or any of them conditi ns with respect to such payment; or modify the terms mpose any (b) / Materially affect the rights of the holders of less than all of the Obligations then outstanding; and Reduce the percentage of the principal amount of Notes, the consent of which is required to effect a further amendment. IKIZ and Panty Whenever the Issuer shall propose to amend this Resolution under the provisions of this Se ion, it shall cause notice of the proposed amendment to be filed with the Original Purchaser and t be mailed by certified mail to each registered owner of any Note as shown by the records of the Negistrar. Such notice shall set forth the nature of the proposed amendment and shall state that a coXy of the proposed amendatory Resolution is on file in the office of the City Clerk. Wh ever at any time within one year from the date of the mailing of the notice ere shall be filed ith the City Clerk an instrument or instruments executed by the hold of at least two-thirds in a egate principal amount of the Notes then outstanding as in this ction defined, which instrumen or instruments shall refer to the proposed amendatory Resolu 'on described in the notice and shal pecifically consent to and approve the adoption thereof ereupon, but not otherwise, the Gov ing Body of the Issuer may adopt such amendatory esolufion and such Resolution shall beco a effective and binding upon the holders of all the Notes and Parity Obligations. Any consent giv\consent er of a Note/isions of this Section shall be irrevocable for a perihs from thent evidencing such consent and shall be conclusive on all future Note during such period. Such consent may be reme after sixte of such instrument by the holder who gave sucy a successtice of such revocation with the City Clerk. The fact and date of the executioof y instrument under the provisions of this Section maybe proved by the certificate of any( er in any jurisdiction who by the laws thereof is authorized to take acknowledgments ofd within such jurisdiction that the person signing such instrument acknowledged before m the ecution thereof, or may be proved by an affidavit of a witness to such executi sworn to efore such officer. The amount and number of the Notes held b any person executing such instrument and the date of his holding the s may be proved by an Wdavit by such person or by a certificate executed by an officer of a b or trust company show that on the date therein mentioned such person had on deposi ith such bank or trust comp the Notes described in such certificate. Section 29. Sverabili . If any section, paragraph, or p vision of this Resolution shall be held to be invali or unenforceable for any reason, the invalidi or unenforceability of such section, paragrap or provision shall not affect any of the remainin rovisions. Sectio 30. Continuing Disclosure. The Issuer hereby covenan and agrees that it will comply wi d carry out all of the provisions of the Continuing Disclos e Certificate, and the provisions f the Continuing Disclosure Certificate are hereby approved an incorporated by referenc as part of this Resolution and made a part hereof and the Mayor an City Clerk are hereby uthorized to execute and deliver the same at issuance of the Notes. N twithstanding any oth rovision of this Resolution, failure of the Issuer to comply with the Conti uing Disclosure Ce ificate shall not be considered an event of default under this Resolution; how ver, any holder -31- o e Notes or Beneficial Owner may take such actions as may be necessary and appropriate, incl ing seeking specific performance by court order, to cause the Issuer to comply with its obliga ' ns under the Continuing Disclosure Certificate. For purposes of this Section, "Benefit Owner" means any person which (a) has the power, directly or indirectly, to vote or consent wi respect to, or to dispose of ownership of, any Notes (including persons holdi g Notes throu nominees, depositories or other intermediaries), or (b) is treated as the ower of any Notes for deral income tax purposes. Section 3 R eal of ConflictingOrdinances or Resolutions and Effec ' e Date. All other ordinances, re olutions and orders, or parts thereof, in conflict with the rovisions of this Resolution are, to the tent of such conflict, hereby repealed; and this Re lution shall be in effect from and after its option. ADOPTED AND APVOVED this 17th day of May, 201 ATTEST: City Clerk WVAN 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 f $9,360,000 Sewer Revenue Refunding Capital Loan Notes, Series 2016C (the "Notes") dated J e 16, 2016. The Notes are being issued pursuant to a Resolution of the Issuer approved on Ma 17, 2016 (the "Resolution"). The Issuer covenants and agrees as follows: ction 1. Purpose of the Disclosure Certificate. This Disclosure Certificat s being executed delivered by the Issuer for the benefit of the Holders and Beneficia wners of the Notes and in der to assist the Participating Underwriters in complying with . .C. Rule 15c2- 12rox5). Section 2. D 'tions. In addition to the definitions set forth ' the Resolution, which apply to any capitaliz term used in this Disclosure Certificate unl s otherwise defined in this Section, the following c italized terms shall have the following earrings: "Annual Financial I ormation" shall mean financial ' formation or operating data of the type included in the final Offi 'al Statement, provided at le st annually by the Issuer pursuant to, and as described in, Sections 3 d 4 of this Disclosure ificate. "Beneficial Owner" shall m any person w ch (a) has the power, directly or indirectly, to vote or consent with respect to, or t dispose of wnership of, any Notes (including persons holding Notes through nominees, depose ries oother intermediaries), or (b) is treated as the owner of any Notes for federal income tax oses. "Business Day" shall mean a dayer an a Saturday or a Sunday or a day on which banks in Iowa are authorized or require v law t close. "Dissemination Agent" shall ean the Issuer bK any Dissemination Agent designated in writing by the Issuer and which h filed with the Issuel,written acceptance of such designation. "Holders" shall books of the Registrar. "Listed Events" Certificate. / Securities registered holders of the mean any of the events listed in as recorded in the registration of this Disclosure arities Rulemaking Board" or "MSRB" shall mean tN Municipal Board, 1300 I Street NW, Suite 1000, Washington, DrA,20005. "Nati al Repository" shall mean the MSRB's Electronic Municipal Mark Access website a "EMMA" (emma.msrb.org). \ Statement" shall mean the Issuer's Official Statement for the Notes, , 2016. to "Participating Underwriter" shall mean any of the original underwriters of the Notes I 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 ssion under the Securities Exchange Act of 1934, as the same maybe amended from time shall mean the State of Iowa. Provision of Annual Financial Information. a) a Issuer shall, or shall cause the Dissemination Agent to, n/filing o hundred ten 10) days after the end of the Issuer's fiscal year (presentlycommencing ' h information for the 2015/2016 fiscal year, provide to Repository an ual Financial Information filing consistent with the rSection 4 of this Di closure Certificate. The Annual Financial Informa be submitted in such fo at format). The Annual F or as separate documents as is required by the MSRB (currently in inial Information filing may be submitt( apmprising a package. The Annual Fi/a may cross-reference other in rmati( Certificate; provided that the a ited separately from the balance of th date required above for the filing ofN available by that date. If the Issuer's change in the same manner as for a I n as provided in chable PDF" as a single document ial Information filing of this Disclosure financial statements the Issuer may be submitted nual Financial Inf ation filing and later than the ie Annual Finan al Information if they are not cal year ch ges, it shall give notice of such ist Event der Section 5(c). b) If the Issuer is unable to provide Financial Information by the date required to the Municipal Securities Rulemaking as Exhibit. A. / c) The Dissemination Age$t shall: National Repository the Annual section (a), the Issuer shall send a notice *y, in substantially the form attached i. each year fil Annual Financial Informatio with the National Repository; and ii. (if the issemination Agent is other than the Issue , file a report with the Issuer cert' g that the Annual Financial Information has een filed pursuant to this Discl ure Certificate, stating the date it was filed. Section 4. Cont t of Annual Financial Information. The Issuer's Annual Information filing sh contain or incorporate by reference the following: a)a last available audited financial statements of the Issuer for the prior ace year, pr d in accordance with generally accepted accounting principles promul bygth�einancial Accounting Standards Board as modified in accordance with the oental accounting standards promulgated by the Governmental Accounting 2 andards Board or as otherwise provided under State law, as in effect from time to time, o 'and to the extent such financial statements have not been prepared in accordance wi\e�c\reso accepted accounting principles, noting the discrepancies therefrom and the effIfthe Issuer's audited financial statements for the preceding years are not ave time Annual Financial Information is required to be filed pursuant to Sehe Annual Financial Information filing shall contain unaudited financial stat type included in the final Official Statement, and the audited financial sta11 filed in the same manner as the Annual Financial Information when theGila e. b) A table, sche le or other information prepared as of the end of the prece r fiscal year, of the type co tained in the final Official Statement under the captio "Se, System Rates and Charges • "Number of Sewer System Cust/ie ewer System Customers" and 'Sal History and Sewer System Ch Any or all of the items listed above may a included by specific refeocuments, including official statements of debt issue f the Issuer or related puich have been filed with the National Repository., Th Issuer shall clearly ideother document so included by reference. ' , Section 5. a) Pursuant to the provisions of this S tion,a Issuer shall give, or cause to be given, notice of the occurrence of any of thd,fo o mg events with respect to the Notes in a timely manner not later than 10 Business Day fter the day of the occurrence of the event: i. Principal and interest pa ent delin encies; ii. Non-payment relat defaults, if mate ; iii. Unscheduled aws on debt service rete s reflecting financial difficulties; iv. Unsche led draws on credit enhancement`s.r Iating to the Notes reflecting financA difficulties; of credit or liquidity providers, or thea failure to perform; !Adverse tax opinions, the issuance by the Internal R venue Service of or final determinations of taxability, Notices of ProposN Issue (IRS 1-TEB) or other material notices or determinations with Nspect to the empt status of the Series Notes, or material events affecting of the Notes; vii. Modifications to rights of Holders of the Notes, if material; viii. Note calls (excluding sinking fund mandatory redemptions), if material, and tender offers; ix. Defeasances of the Notes; x. Release, substitution, or sale of property securing repayment of the if material; / xi. Rating changes on the Notes; ii. Bankruptcy, insolvency, receivership or similar eveDXof the Issuer; xiii. The consummation of a merger, consolidation'Or acquisition involving the suer or the sale of all or substantially all X the assets of the Issuer, other than in th ordinary course of business, the entry nto a definitive agreement to undertake such action or the termination of a finitive agreement relating to any such actions, o than pursuant to its tenor f material; and xiv. AppointmenYcence r a itional trustee or the change of name of a trustee, if matb) Whenever the Issuer edge of the occurrence of a Listed Event, the Issuer shall determinis subject to notice only if material, and if so shall as soon as possibch event would be material under applicable federal securities law c) If the Issuer determines Xat knowledo of the occurrence of a Listed Event is not subject to materiality, or det 6nines such occ ence is subject to materiality and would be material under appli ble federal securiti laws, the Issuer shall promptly, but not later than 10 Business D s after the occurrence 4 the event, file a notice of such occurrence with the Muni pal Securities Rulemaking oard through the filing with the National Repository. Section 6. Terminatiodn of ReDorting Obligation. The Issuer obligations under this Disclosure Certificate sha terminate upon the legal defeasance, prior edemption or payment in full of all of the Notes o upon the Issuer's receipt of an opinion of pati ally recognized bond counsel to the effect t, because of legislative action or final judicial ac 'on or administrative actions or proceFRe the failure of the Issuer to comply with the terms h eof will not cause Participating Unters to be in violation of the Rule or other applicable quirements of the Securities Exchct of 1934, as amended. Secti n 7. Dissemination Agent. The Issuer may, from time to time, appoi t or engage a Dissemina on Agent to assist it in carrying out its obligations under this Disclosure ertificate, and may ischarge any such Agent, with or without appointing a successor Dissemina ' n Agent. i s The Demination Agent shall not be responsible in any manner for the content of any n lice or repo prepared by the Issuer pursuant to this Disclosure Certificate. The initial Disseminat n Agont shall be the Issuer. 0 Section 8. Amendment, Waiver. Notwithstanding any other provision of this Disclosure ;ate, the Issuer may amend this Disclosure Certificate, and any provision of this ure 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 ma only be made in connection with a change in circumstances that arises from a change ' legal requirements, change in law, or change in the identity, nature or sta of an obliga d person with respect to the Notes, or the type of business conducted b) Th undertaking, as amended or taking into account such waiver ould, in the opinion of natio ally recognized bond counsel, have complied with the quirements of the Rule at the ti of the original issuance of the Notes, after taking ' to account any amendments or inte retations of the Rule, as well as any change i circumstances; and c) The amendm t or waiver either (i) is approved by e Holders of the Notes in the same manner as provt ed in the Resolution for amen nts to the Resolution with the consent of Holders, or ") does not, in the opinion o ationally recognized bond counsel, materially impair th interests of the Holder r Beneficial Owners of the Notes. In the event of any amendment or waivq of a pros shall describe such amendment in the nm Annual include, as applicable, a narrative explana n of tl impact on the type (or in the case of a chang of i financial information or operating data being sf Section 9. Additional Infor deemed to prevent the Issuer from dissemination set forth in this Disc including any other information in occurrence of a Listed Event, in pt Athis Disclosure Certificate, the Issuer acial Information filing, and shall son for the amendment or waiver and its ting principles, on the presentation) of by the Issuer. this Disclosure Certificate shall be re Certificate 4,a Annual Financta rn to that which is If the Issuer chooses to includ y information in any Ai notice of occurrence of a Lis d Event in addition to that Disclosure Certificate, the ssuer shall have no obligation information or include it/h any future Annual Financial I occurrence of a using the means of other means of communication, or formation filing or notice of quired by this Disclosure Certificate. 40 Financial Information filing or iiN is specifically required by this adeWs Certificate to update such filing or notice of Section 10. efault. In the event of a failure of the Issuer to co ply with any provision of this Disclosur Certificate, any Holder or Beneficial Owner of the No s may take such actions as may a necessary and appropriate, including seeking mandate o specific performance by court ord , to cause the Issuer to comply with its obligations under this 'sclosure Certificate. irect, indirect, consequential and punitive damages shall not be Ncoverable by any person fo any default hereunder and are hereby waived to the extent permitted law. A default der this Disclosure Certificate shall not be deemed an event of default der the Resol 'on, and the sole remedy under this Disclosure Certificate in the event of an failure of the suer to comply with this Disclosure Certificate shall be an action to compel p nuance. Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Diss oration Agent shall have only such duties as are specifically set forth in this Disclosure Certifi te, and the Issuer agrees to indemnify and save the Dissemination Agent, its officers, directors, ployees and agents, harmless against any loss, expense and liabilities which it may incur ansin out of or in the exercise or performance of its powers and duties hereunder, including the osts and expenses (including attorneys' fees) of defending against any claim of liability, but ex ding liabilities due to the Dissemination Agent's negligence or willful misconduct. The bkligations of the Issuer under this Section shall survive resignation or removal of the Dissemination gent and payment of the Notes. Section 12. Bene ciaries. This Disclosure Certificate shall inure solely to the benefit of inati the Issuer, the DissemAgent, the Participating Underwriters and Holders and Beneficial Owners from time to time of\eNotes,nd shall create no rights in any of person or entity. Date: da2016. CITY OF IO:A CITY, STATE OF IOWA ATTEST: Un City Clerk ll Mayor EXHIBIT A TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL FINANCIAL INFORMATION Name of Is er: City of Iowa City, Iowa. Name of Note ue: $9,360,000 Sewer Revenue Refunding Capital Loan Notes, Series 2016C Dated Date of Issue. une 16, 2016 NOTICE IS HE BY GIVEN that the Issuer has not provided Annual Finan Information with respect t the above-named Notes as required by Section 3 of th ontinuing Disclosure Certificate delivc d by the Issuer in connection with the Notes. Th ssuer anticipates that the Annual Fin cial Information will be filed by Dated: day of 120 CITY OF IOWffCITY, STATE OF IOWA By: Its: 01231522-1\10714-123 TABLE OF CONTENTS Table of Contents is not a part of this Tax Exemption Certificate and is provided only for enience of reference. .... ..............................................................................................................._ A..lReceipts ARTIEFNS..........................................................................................................1 Section 3.2 ARTIPECERTIFICATIONS, REPRESENTATIONS AND Section 3.3 EM.............................................................................................................4 Section 3.4 .1ority to Certify and Expectations........................................................4 Section 3.5 2.ipts and Expenditures of Sale Proceeds..............................................7 ISection Section 3.6 2.3ose of Bonds........................................................................................7 Section 3.7 2.4 Supporting Tax -Exemption Classification........................................7 Section 3.8 2.5s Supporting Temporary Periods for Proc ds.....................................8 Section 3.9 2.6lution Funds at Restricted or Unrestric d Yield.................................8 ARTICLE IV INVESTMENT RES 2.7' 'ng to Yields...................................................................................10 Avoidance of ro ARTICLE III REBATE .................... Section 3.1 Records ............. Section 3.2 Rebate Fu ..... Section 3.3 Exceptions t el Section 3.4 Calculation of Section 3.5 Rebate Requiremi Section 3.6 Investment of the Section 3.7 Payment to the Ui Section 3.8 Records .............. Section 3.9 Additional Payme ARTICLE IV INVESTMENT RES Section 4.1 Avoidance of ro Section 4 2 Market Pric e ;Amo and t e Bond Fund ............. fate and ............................. tates................................ TIO.... .................................... .ted Pavm nts................................ 11--- . .. ........... N Section 4.3 Investme in Certificates of Depo Section 4.4 hivestm t Pursuant to Investment Section 4.5 Recor s .......................................... ........................................... %tracts and Agreements ... Sect/4.6hnveve tments to be Legal............................................ARTICLE COVENANTS ................................................. ARTICLE MENTS AND ADDITIONAL AGREE NTS Sectinion of Bond Counsel; Amendments ............ ..... Sectdditional Covenants, Agreements .......................Sectternal Revenue Service Audits ............................... Sectmendments..............................................................ARTICLEER CERTIFICATIONS WITH RESPECT TO "An "B" i 11 11 12 12 12 13 13 13 14 ...............................18 ...............................18 ...............................18 ...............................18 \ ............................18 TAX EXEMPTION CERTIFICATE CITY OF IOWA CITY, STATE OF IOWA AX EXEMPTION CERTIFICATE made and entered into on June 16, 2016, by the City of lo*g City, County of Johnson, State of Iowa (the "Issuer"). INTRODUCTION This Certificatth is executed and delivered in connection with the issuance)6v the Issuer of its $9,360,000 Sewer R enue Refunding Capital Loan Notes, Series 2016C e "Bonds"). The Bonds are issued pursuan to the provisions of the Resolution of the Issuer thorizing the issuance of the Bonds. Suc Resolution provides that the covenants con ned in this Certificate constitute a part of the Issuer contract with the owners of t/bel) The Issuer recognizes tha under the Code (as definetax-exempt status of the interest received by the owners of a Bonds is dependent upther things, the facts, circumstances, and reasonable expec tions of the Issuer as ts not in existence at this time, as well as the observance of certkn covenants in the ture. The Issuer covenants that it will take such action with respect to theNonds as may required by the Code, and pertinent legal regulations issued thereunder in orestabli and maintain the tax-exempt status of the Bonds, including the observance of all scc ants contained in the Resolution and this Certificate. The following terms as used ' this Certificate s all have the meanings set forth below. The terms defined in the Resolutio shall retain the mean1Rgs set forth therein when used in this Certificate. Other terms used in 's Certificate shall have meanings set forth in the Code or in the Regulations. • "A al Debt Service" means the prmcipa of and interest on the Bonds scheduled to be p rd during a given Bond Year. • 'Bonds" means the $9,360,000 aggregate princ' al amount of Sewer Revenue Re ding Capital Loan Notes, Series 2016C, of the Is er issued in registered form roursuant to the Resolution. "Bond Counsel" means Ahlers & Cooney, P.C., Des ines, Iowa, or an y at law or a firm of attorneys of nationally recognized standing matters ning to the tax-exempt status of interest on obligations issued by std es and their cal subdivisions, duly admitted to the practice of law before the highe court of any of the United States of America. "Bond Fund" means the Sinking Fund described in the • "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 Nrincipal or interest payment date, unless Issuer selects another date. • "Bond Yield" means that discount rate which produces an amount equal the Is ue Price of the Bonds when used in computing the present value of all payments princip and interest to be paid on the Bonds, using semiannual compounding on a day year s computed under Regulation 1.148-4. • "Certificate" means this Tax Exemption Certificate. • Closing" means the delivery of the Bonds in exchange the agreed upon purchase p 'ce. Date" means the date of Closing. • "Code" eans the Internal Revenue Code of 86, as amended, and any statutes which: or upplement the Internal Revenue ode of 1986. • "Computatio Date" me/he ar period from the Closing Date through the last day of the fi and eacfth Bond Year. "Excess Earnings" eanarned on all Nonpurpose Investments minus the amount whic wearned if such Nonpurpose Investments were invested at a rate eq Yield, plus any income attributable to such excess. • "Final Bond actually paid in full. "Financial obligations the timely unconditionally guar; means the date on which the Bonds are means tal Obligations" means .ent of the principal of by the United States. Management, Inc. general obligations of, or -rest on which is • "G oss Proceeds" as defined in Regulation 1X.48 -1(b), means any Proceeds of the Bonds and any replacement proceeds (as defined in Re lation 1.148-1(c)) of the Bonds. • "Gross Proceeds Funds" means the Reserve Fund, oject Fund, Proceeds held to ay cost of issuance, and any other fund or account held for Ne benefit of the own54 of the Bonds or containing Gross Proceeds of the Bonds excep the Bond Fund and4he 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 e initial offering price, the price for that maturity is determined as of the date of e B d Purchase Agreement based upon the reasonably expected initial offeringRA ce to the iNblic. The Purchasers have certified the Issue Price to be not more tha $10,10q,495.19. "Issuer" means the City of Iowa City, a municipal co oration in the County of Jo son, State of Iowa. • " or Portion of the Bonds", as defined in R lation 1.148-2(g), means the lesser of five (5 ercent of Proceeds or $100,000. The inor Portion of the Bonds is computed to be $100,X�includ • "Nonpstments" means any nvestment property which is acquired with Gross Pis not acquired t carry out the governmental purpose of the Bonds, and matisnotlimited U.S. Treasury bonds, corporate bonds, or certificates of depo "Proceeds" as definer in Regulation 1.148-1(b), means Sale Proceeds, investment proceeds and transferred o eds of the Bonds. • "Project" means refim in utstanding revenue obligations of the City as more fully described in the Resoluf n. • "Project Fund" s all mean the fu into which a portion of the Proceeds that will be used, together wi interest earnings th eon, to pay the principal, interest and redemption premium, if any on the Refunded Bonds. • "Purchase s" means U.S. Bancorp Munici 1 Securities Group of New York, New York, consofuting the initial purchasers of the Nnds from the Issuer. Amount" means the amount computed a\ described in this Certificate. Fund" means the fund to be created, if necessbKy, pursuant to this Certificate. more th"Rebate Payment Date" means a date chosen by the Issuer w ch is not a 60 days following each Computation Date or the Final Bond Retirehkent Date. • "Refunded Bonds" means $10,515,000 of the $24,280,000 Sewer ing Capital Loan Notes, Series 2008C dated October 15, 2008. "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", 1qcluding without limitation Regulations 1.148-1 through 1.148-11, 1.149(b)-1, 1.149- 1.150-1 and 1.150-2. • "Replacement Proceeds" include, but are not limited to, sinking funds, amounts at are pledged as security for an issue, and amounts that are repla d because of a suffici tly direct nexus to a governmental purpose of an issue. • esolution" means the resolution of the Issuer adopte on May 17, 2016, authorizing the is ance of the Bonds. • "Sale P ceeds" as defined in Regulation 1.148- (b), means any amounts actually or constructivel received from the sale of the Bond/, including amounts used to pay underwriter's discount r compensation and accrued i crest other than pre -issuance accrued interest. • "Sinking Fund" m ans the Bond Fun . • "SEGS" means dem deposit easury securities of the State and Local Government Series. • "Tax Exempt Obligations" cans bonds or other obligations the interest on which is excludable from the gross' o of the owners thereof under Section 103 of the Code and include certain regulate nves nt companies, stock in tax-exempt mutual funds and demand deposit SLGS. / • "Taxable Obligati ns" means all inve tment property, obligations or securities other than Tax Exem t Obligations. • "Verificatio ertificate" means the certifi to attached to this Certificate as Exhibit A, setting forth e yield, weighted average mato 'ty, and certain other facts concerning the price at ich the Purchaser will reoffer and s 1 the Bonds to the public. ARTICLE II CERTIFICATIONS, REPRESENTA' AND AGREEMENTS The Issuer hdreby certifies, represents and agrees as follows: Section VI Authority to Certify and Expectations (a) The undersigned officer of the Issuer along with other officers 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 boor ivsuer which may certify bond issues under Section 1.148-2(b)(2) of the Regu tioi (d) The certifications, representations and agreements set fort in this Article II are ad on the basis of the facts, estimates and circumstances in e ' tence on the date hereof, ' cluding the following: (1) with respect to amounts expecte to be received from delivery the Bonds, amounts actually received, (2) with respec o payments of amounts i\varnious funds or accounts, review of the authoriz ions or directions for such payme by the Issuer pursuant to the Resolutio and this Certificate, (3) with respeIssue Price, the certifications of the P asers as set forth in the Verificaticate, (4) with respect to expenditure the Proceeds of the Bonds, actual expand reasonable expectations of th ssuer as to when the Proceeds will be spent for p oses of the Project, (5) with r pact to amounts reasonably required in a reserve fund, the ertifications of the Financi Advisor as set forth in Exhibit B hereto, (6) with respect o Bond Yield, review zlthe Verification Certificate, and (7) with respect to the amount of overnmental and q lifted 501(c)(3) bonds to be issued during the calendar year, the budg ting and prese planning of Issuer. The Issuer has no reason to believe such facts, estimat s or circum ances are untrue or incomplete in any material way. (e) To the best of the Issuer, there are no facts, estimal representations, certifications or expectations herein set out areC (f) No arrange ent exists under the Bonds would be direpfly or indirectly go or instrumentality therg6f and belief of the undersigned officer of the istances that would materially change the set forth in this Certificate, and the the payment of principal or interest on ;d by the United States or any agency (g) Afte the expiration of any applicable emporary periods, and excluding investments in a b na fide debt service fund or reserve nd, not more than five percent (5%) of the Proc eds of the Bonds will be (a) used tom a loans which are guaranteed by the United ates or any agency or instrumentality there f, or (b) invested in federally insured depo is or accounts. (h) The Issuer will file with the Internal Revenue Se 'ce in a timely fashion Form 80 8-G, Information Return for Tax -Exempt Governmental bligations with respect o the Bonds and such other reports required to comply with e Code and appli ble Regulations. (i) The Issuer will take no action which would cause the Bond to become activity bonds" as defined in Section 141 (a) of the Code, includinglapy 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 as provided in Section 6.1 hereof. (k) Except as provided in the Resolution, the Issuer will not establish any sinkN fund, bond fund, reserve fund, debt service fund or other fund reasonably expect to be used to pay debt service on the Bonds (other than the Bond Fund d any Reserve d), exercise its option to redeem Bonds prior to maturity or effect refundin of the Bon &. (1) o bonds or other obligations of the Issuer (1) were sol n the 15 days preceding the dat of sale of the Bonds, (2) were sold or will be sold ithin the 15 days after the date of sa of the Bonds, (3) have been delivered in the t 15 days or (4) will be delivered in then t 15 days pursuant to a common plan of ancing for the issuance of the Bonds and paya\out substantially the same sourc of revenues. (m) None oeeds of the Bonds will b sed directly or indirectly to replace funds of the Isdirectly or indirectly t acquire obligations having a yield higher than the Bond (n) No portion of thends is at a higher yield than the Bond Yiel (o) The Issuer does not expe t Xat manner that would cause them to be "arb ag( Code. The Issuer does not expect that e o manner that would cause the interest n the B the owners of the Bonds under the itode. The portion of the Proceeds to the purpose of investing such portion the Proceeds of the Bonds will be used in a bonds" as defined in Section 148(a) of the seeds of the Bonds will be used in a nds to be includible in the gross income of suer will not intentionally use any (p) The Issuer wi not use the Proceeds o the Bonds to exploit the difference between tax-exempt and t able interest rates to obtain material financial advantage. (q) /Issas not issued more Bonds, issu theBonds earlier, or allowed the Bonds to rending longer than is reasonably ne essary to accomplish the governmental pthe Bonds and in fact, the Bonds wil of remain outstanding longer than 120onomic useful life of the assets financ with the Proceeds of the Bonds. (r) The Bonds will not be Hedge Bonds as described in Sec 'on 149(g)(3) of the Code l} cause the Issuer reasonably expects that it will meet the Expe iture test set forth in ection 2.5(b) hereof and that 50% or more of the Proceeds will not a invested in No urpose Investments having a substantially guaranteed yield for four or fnore M (s) The Issuer has not employed a device in connection with the issuance of the onds to obtain a material financial advantage (based on arbitrage) apart from savi s attributable to lower interest rates. The Issuer will not realize any material financ"a] advantage (based on arbitrage or otherwise) in connection with the issuance of the Bo s, or in connection with any transaction or series of transactions connected with the issu cc of the Bonds, apart from savings attributable to lower interest rates. Except for &Rsts of issuance, all Sale Proceeds and investment earningsthereon ' 1 be expended for costs o the type that would be chargeable to capital accounts under the de pursuant to federal inc a tax principles if the Issuer were treated as a corporation ject to federal income taxation. Section 2.2 Recc' is and Ex enditures of Sale Proceeds Sale Proceeds of $10, 2,546.95 (par of $9,360,000 plus re-offeri g premium of $762,546.95), less underwriter' discount of $21,051.76, received at Cl ing in the amount of $10,101,495.19 are expected to b deposited and expended as follow, . (a) $ 0- rep res ting pre -issuance accrued ' terest will be deposited into the Bond Fund and will be us to pay a portion of the ' terest accruing on the Bonds on the first interest payment date; d (b) $ 0- representing sts of issuin a Bonds will be used within six months of the Closing Date to pay th costs of ' suance of the Bonds; and (c) $10,101,495.19 will be u Fund on the Refunded Bonds to pay the any, on the Refunded Bonds; and (d) $ -0- will be Section 2.3 The Issuer is issuing the to realize debt service savings d Section 2.4 Governmental Bonds into the Is to refund the Ref lower interest rates -r with $413,504.81 from the Reserve interest and redemption premium, if Fund. Bonds prior to maturity in order ale on the Refunding Bonds. The onds are considered to be governmental bonds, not su 'ect to the provisions of the alt ate minimum tax. The Proceeds will be used for the purNses described in Sectio .3 hereof. These bonds are not private activity bonds because o amount of Procq6ds of the Refunded Bonds were used in a trade or business came n by a non- goy6mmental unit. Rather, the Proceeds will be used to finance the genera overnment erations and facilities of the Issuer described in Section 2.3 hereof. None o the ,payment of principal or interest on the Bonds will be derived from, or secured by, money o property used in a trade or business of a non-governmental unit. In addition, none of the ovemmental operations or facilities of the Issuer being financed with the Proceeds of the B ds are subject to any lease, management contractor other similar arrangement or to any angement for use other than as by the general public. Private Loah Financing Test No amo t of Proceeds of the Refunded Bonds were used directly or indire-ItIly to make or finance I*s to persons other than governmental units. must meet requirements) The Issuer will use the Proheeds of the Bonds to refund the has complied with the covenants anestrictions with respect to requirements, yield restrictions, and p t -closing restrictions on change in use imposed by the Code and Xc gulations on the Reft of the Refunded Bonds so as to maintain tN tax-exempt status c Bonds. The Issuer will comply with all certilications set forth it The Issuer has complied with and will c tinue to 7/p] applicable to the Refunded Bonds. Section 2.5 (a) Time Test. Not later than will incur a substantial binding obligatiot Sale Proceeds of the Bonds. / ;fande onds. The Issuer rage d investment xicc, reimbursement and onds since the issue date interest on the Refunded cle VIII herein. with all rebate requirements after the Closing Date, the Issuer iarty to expend at least 5% of the net (b) Exnenditure Test. NA less than 85% of a net Sale Proceeds will be expended for Project costs, i/Test. g the reimbursement o other funds expended to date, within a three-year temporard from the Closing Date. (c) Due Dili encThe Issuer has incurred a s stantial binding obligation to accomplish refunding. The refunding will proc d with due diligence to completion. (d) Procee s of the Bonds representing less than six month accrued interest on the Bonds will b94 pent within six months of this date to pay interest n the Bonds, and will be inves;�d without restriction as to yield for a temporary period t 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 manne in the Resolution. The Issuer has not and does not expect to create or e! bond fund, reserve fund, or similar fund or account for the Bonds. The 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 ve reasonable assurances of their availability for such purposes. (b) Any monies which are invested beyond a temporary period are expected to consti a less than a major portion of the Bonds or to be restricted for investment at a yield not eater 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 pro r matching of revenues and debt service within each Bond Year and the l m Issuer will apponeys deposited into the Bond Fund to pay the principal of and interest on the Bo s. Such Fund will be depleted at least once each Bond Year exc t for a reasonable ca over amount. The carryover amount will not exceed t/grer of (1) one yeaz's earnings n the Bond Fund or (2) one -twelfth of Annual Debt The Issuer will spend money deposited from time to time into such fund withinhs after the date of deposit. R venues, intended to be used to pay debt servic on the Bonds, will be deposited into the Bo d Fund as set forth in the Resolution. Th ssuer will spend interest earned on moneys in s ch fund not more than 12 months aft receipt. Accordingly, the Issuer will trea the Bond Fund as a bona fide de service fund as defined in Regulation 1.148-1(b). Investment of amounts on deposit in e Bond Fund wi/tion bject to arbitrage rebate requirements as the Bonds meet the safe harbo et forth in Re48-3(k), because the average annual debt service on the Bonds will no xceed$2,5 (d) The Minor Portion of the (e) A Reserve Fund is established t se does not expect that principal of or interest o the Bo Fund. Monies in the Reserve Fund will no a accum Within one year of receipt, earnings upo the investm will be commingled with other revenu from the ope substantial in amount for accountin nd expenditure. invested without regard to yield. the Bonds, however, the Issuer Is will be paid from the Reserve ted except to a reasonable extent. at f the Reserve Fund monies itioNs of the Issuer which are (f) The amounts on eposit in the Reserve Fund wi at all times be equal to or less than the Allowable Res rve Fund Amount. However, if thle,,amount in the Reserve Fund exceeds the Allowabl5lReserve Fund Amount, such excess m t be invested at a yield no higher than the B nd Yield or will be invested in Tax Exemp Obligations. (g) For purposes of Subsections (e) and (f), the following terries shall have the meanings set forth "Allowable Reserve Fund Amount" as described in RegNlation 1.148 (f)(2) means an amount equal to the lesser of (10) percent of the tated priipal amount of the Bonds, the maximum annual principal and interes c ing due on the Bonds, or 125% of the average annual principal and inte est oming due on the Bonds. The Allowable Reserve Fund Amount is compute to be $936,000. 9 (2) "Reserve Fund" means that portion of the Revenue Fund as described in the Resolution. (h) The Bond Fund and the Reserve Fund are funds which either (a) are reaso bly expected to be used to pay debt service on the Bonds and Parity Bonds, or (b) are pleed to the payment of debt service on the Parity Bonds should other sources prove ins cient. The Bond Fund is a "sinking fund" as defined in Regulation 1.148- 1(c)(2). Th Bond Fund and the Reserve Fund apply to two or more issues, and ea c fund in the ag egate shall be referred to as a "Commingled Fund". Each Commi led Fund shall be a ocated among the various issues of Bonds and Parity Bonds a ording tc the methods des 'bed below. (i) For pbKposes of Subsection (h), the following terms shaXhave the meanings set forth (1) "Bond Fund Allocation Factor" shall be etermined by dividing the original face amount f the Bonds, $9,360,000, by t sum of the original face amounts of all outstan'ng Parity Bonds. (2) "Parity Bo s" means the Bon'l, and all other outstanding bonds of the Issuer ranking on a p 'ty with the B ds as set forth in the Resolution. (3) "Reserve FunVlocati ctor" shall be determined by dividing the original principal amoun$9,360,000 by the sum of the original face amounts of all outstands. A portion of the investments in eayonmmingled morin ed Fund and earnings thereon shall be allocated to the Bonds by applying a certacentage the "Series 2016C Share") of the market value of the investments in the applicable F d. Each time an issue of Parity Bonds is no longer outstanding and eactime additional P 'ty Bonds are issued, the Issuer shall calculate the Series 2016C Share for Me Bond Fund and Reskve Fund. The Series 2016C Share is determined for each Commingled and by applying the Bon Fund Allocation Factor and the Reserve Fund Allocation Factor, applicable. Each time it sha be necessary to determine the earnings on the Bond Fund or th Reserve Fund, the Issuer shall m ltiply the earnings for the applicable Commingled Fund the applicable Series 2016C Share. The Issuer may, at any time, use any other allocatio method for the Reserve Fund or the Bon Fund allowed by Regulation 1.148-6(e)(6). Section 2.7 Pkrtaini (a) The purchase price of all Taxable Obligations to which r frictions apply under this ertificate as to investment yield or rebate of Excess Earnings, 'f any, has been and shall a calculated using (i) the price taking into account discount, pre 'um and accrue interest, as applicable, actually paid or (ii) the fair market value if le than the price ctually paid and if such Taxable Obligations were not purchased directl from the Un i d States Treasury. The Issuer will acquire all such Taxable Obligations di ctly fr m the United States Treasury or in an arm's length transaction without regard to y ounts paid to reduce the yield on such Taxable Obligations. The Issuer will not y or 10 p mut the payment of any amounts (other than to the United States) to reduce the yield on y Taxable Obligations. Obligations pledged to the payment of debt service on the Bon s, or deposited into any reserve fund after they have been acquired by the Issuer w be tre ed as though they were acquired for their fair market value on the date of such pledge deposit. Obligations on deposit in any reserve fund on the Closing Dates 11 be treate as if acquired for their fair market value on the Closing Date. (b)\Bo fied guarantees have not been used in computing yield. (c)ond Yield has been computed as not less than percent. ThYield has been computed on the basis of a purcha price for the Bonds equasue Price. ARTICLE III REBATE Section 3.1 Records Sale Proceeds of the Bonds wil be held and as Resolution. The Issuer will maintain ad quate records this Certificate including all deposits, wi%Dac. wals, tra reinvestments, sales, purchases, redemptliquid i six years after the Final Bond Retiremen Section 3.2 Rebate Fund xfed for in the manner provided in the funds created by the Resolution and rs from, transfers to, investments, and use of money or obligations until (a) In the Resolution,Issuer as covenanted to pay to the United States the Rebate Amount, an amount equ to the Exce s Earnings on the Gross Proceeds Funds, if any, at the times and in them er required or ermitted and subject to stated special rules and allowable in (b) The Issuer ay establish a fund puts ant to the Resolution and this Certificate which is here' referred to as the Rebate nd. The Issuer will invest and expend amounts on de be/re'referred the Rebate Fund in acco ance with this Certificate. (c) Mo ys in the Rebate Fund shall be held b the Issuer or its designee and, subject to Section 3.4, 3.5 and 6.1 hereof, shall be held for Ikture payment to the United States as conterolated under the provisions of this Certificate d shall not constitute part of the trust estate held for the benefit of the owners of the Nnds or the Issuer. (d) The Issuer will pay to the United States from legall available money of the Issuer whether or not such available money is on deposit in any nd or account related t6 the Bonds) any amount which is required to be paid to the UVited States. 11 3.3 Exceptions to Rebate Th\tth reasonably expects that the Bonds are eligible for one or more exceptions from the arbitrae rules set forth in the Regulations. If any Proceeds are ineligible, or become ineligible,xception to the arbitrage rebate rules, the Issuer will comply with the provisionsArticle III. A description of the applicable rebate exceptions is as follows j • Six *nth Exception The Gross Proce s of the Bonds are expected to be fully expended for theg6vernmental purposes for which the Bo ds were issued no later than six months after the date.017 issue. If contrary to the reasonable exRectations of the Issuer, the Gross Proceeds are npdexpended within six months, the Issuer will co ly with the arbitrage rebate requirements ofthe Code. Election with respkt to Reserve Fund earnings. The Issuer elects pursuant tode Section 148(0(4)(C)(vi) V) to exclude earnings on the Reserve Fund from ACP and to co ply with the rebate requi7ements from the Closing Date. If the Issuer fails to meet the fore ing expenditure edule, the Issuer shall comply with the arbitrage rebate requirements of th Code. Section 3.4 Calculation of Rebate A ount (a) As soon after each Compu ion Date as practicable, the Issuer shall, if necessary, calculate and determine the c ss Earnings on the Gross Proceeds Funds (the "Rebate Amount"). All calculations d det rminations with respect to the Rebate Amount will be made on the basis o actual f is as of the Computation Date and reasonable expectations as to futuro events. (b) If the Rebate ount exceeds the ount currently on deposit in the Rebate Fund, the Issuer may eposit an amount in e Rebate Fund such that the balance in the Rebate Fund after su deposit equals the Rel_ to Amount. If the amount in the Rebate Fund exceeds the ebate Amount, the Issuer y withdraw such excess amount provided that such with rawal can be made from amo s originally transferred to the Rebate Fund and not om earnings thereon, which may n t be transferred, and only if such withdrawal ma be made without liquidating investor is at a loss. Section 3.5 It is expected at the Bond Fund described in the Resolution and ction 2.6(c) of this Certificate will be ated as a bona fide debt service fund as defined in Reg ation 1.148-1(b). As suchjanyamo t earned during a Bond Year on the Bond Fund and an ou earned on such amountsd to the Bond Fund, will not betaken into account in calculat g the Rebate Amountal gross earnings on the Bond Fund for such Bond Year are less an$100,00ge annual debt service will not exceed $2,500,000. However, sh ld annual grosseaed $100,000 or should the Bond Fund cease to be treated as a bona a debt 12 servi fund, the Bond Fund will become subject to the rebate requirements set forth in Section 3.4 her f\next Sec6 Investment of the Rebate Fund Immediately upon a transfer to the Rebate Fund, the Issuer m invest all ae Rebate Fund not already invested and held in the Rebate F d, to theesib in (1) SLGS, such investments to be made at a yield of t more thanoof o percent above the Bond Yield, (2) Tax Exempt Ob ' ations, (3) direct os of the nited States or(4) certificates of deposit of any ank or savings and liation. A investments in the Rebate Fund shall be m e to mature not later text Rebate P vment Date. (b) If the Issue invests in SLGS, the Issuer sh 1 file timely subscription forms for such securities (i equired). To the extentpo sible, amounts received from maturing SLGS shall be rein steimmediately in ze o yield SLGS maturing on or before the next Rebate Payme\Un'-ed te. Section 3.7 Pa ent to the States (a) On each Rebate Pa ent Da , the Issuer will pay to the United States at least ninety percent (90%) of the Reb a ount less a computation credit of $1,000 per Bond Year for which the payment is m e. (b) The Issuer will pay to e 'ted States not later than sixty (60) days after the Final Bond Retirement Date all a reba ble arbitrage as of such date and any income attributable to such rebatable arb' age as des\en gulation 1.148-3(f)(2). (c) If necessary, o each Rebate e, the Issuer will mail a check to the InternalRevenue Servic Center, Ogden,Each payment shall be accompanied by a copy of orm 8038-T, Arbe, filed with respect to the Bonds or other informat n reporting form ato comply with the Code and applicable Regulations Section 3.8 (a) Tye Issuer will keep and retain adequate record with respect to the Bonds, the Groy§ Proceeds Funds, the Bond Fund, the Reserve Fand, and the Rebate Fund until six ears after the Final Bond Retirement Date. Such r6Qords shall include descriptions.6f all calculations of amounts transferred to the Rebate und, if any, and descriptio of all calculations of amounts paid to the United States a equired by this Certifica . Such records will also show all amounts earned on moneys invested in such funds, d the actual dates and amounts of all principal, interest and rede ption premi ms (if any) paid on the Bonds. (b) Records relating to the investments in such Funds shall e all transfers, deposits, disbursements and earnings including: 13 (1) 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 liquidatio , arket value of such investment on the Final Bond Retirement Date if hed by the ls§Ver on the Final Bond Retirement Date, and market value of the inv tment on the Nte pledged to the payment of the Bonds or the date of deposit 00 the ReserXe Fund, or the Closing Date if different from the purchase te. ( the amount and source of each payment to, an the amount, purpose an ayee of each payment from, each such Fund. Section 3.9 Additio 1 Payments The Issuer hereby agrees t ay to the United States from egally available money of the Issuer (whether or not such availabl oney is on deposit in fund or account related to the Bonds) any amount which is required o be paid to the Unite States, but which is not available in a fund related to the Bonds for trans to the Rebate Fu or payment to the United States. Section 4.1 The Issuer will not enter into any tr saction at reduces the amount required to be deposited into the Rebate Fund or paid to e United St tes because such transaction results in a smaller profit or a larger loss than woul have resulted i e transaction had been at arm's length and had the Bond Yield not been relev t to either party. e Issuer will not invest or direct the investment of any funds in a manner hich reduces an amo required to be paid to the United States because such transaction res is in a small profit or larg loss than would have resulted if the transaction had been at arm's ngth and had the Bond Yield of been relevant to the Issuer. In particular, notwithstanding ng to the contrary contained h rein or in the Resolution, the Issuer will not invest or direct a investment of any funds in a m r which would violate any provision of this Article IV. Section 4.2 (a) he Issuer will not purchase or direct the purchase for more thaiythe then available market price for such Taxable OI will not sell/liquidate or direct the sale or liquidation of Taxable i the then a ailable market price. tb) For purposes of this Certificate, United States Treasury of ed directly from the United States Treasury will be deemed to be price. 14 Obligations The Issuer for less than at the 4.3 Investment in Certificates of Deposit (a) Notwithstanding anything to the contrary contained herein or in the Resolu 'on, the Issuer will invest or direct the investment of funds on deposit in the Reserve nd, any other Gross Proceeds Fund, the Bond Fund, and the Rebate Fun , in a certificate deposit of a bank or savings bank which is permitted by law and by e Resolution o if the purchase price of such a certificate of deposit is treated its fair market value o the purXchase date and if the yield on the certificate of depo is not less than (1) the yiel n reasonably comparable direct obligations of the Unit d States; and (2) the highest yiel that is published or posted by the provider to be ciyfently available from the provider on asonably comparable certificates of deposit offered to the public. (b) The certi ate executed by a dealer ji certificates of deposit and in term of that certificate of dep bank issuing the certificate of Section 4.4 of deposit described in paragraph . (a) above must be ntains an active secondary mark in comparable t be based on actual trades ad' sled to reflect the size and o 't and the stability and rep ation of the bank or savings The Issuer will invest or direct the in Funds, the Bond Fund, and the Rebate Fund repurchase agreement) only if all of the folic (a) The Issuer makes a bona investment. A bona fide solicitation is requirements: (1) The bid spec' cations are potential providers. Funds on deposit in the Gross Proceeds an investment contract (including a ements are satisfied: ion for the purchase of the that satisfies all of the following and are timely forwarded to (2) The bi pecifications include all atenal terms of the bid. A term is material if it may rectly or indirectly affect th eld or the cost of the investment. (3) e bid specifications include a stat\me tifying potential providers that ubmission of a bid is a representatioa potential provider did not cons t with any other potentialprovider abi that the bid was determined ithout regard to any other formal or ingr ement thatthe potential ovider has with the issuer or any other phe or not in connect n with the Bonds), and that the bid is not bmitte solely as a courte to the issuer or any other person for purpotisfying erequi ents of paragraph (d)(6)(iii)(B)(1) or (2) o 1.148-5 the (4) The terms of the bid specifications are commercially reaso able. term is commercially reasonable if there is a legitimate business purpose or the 15 term other than to increase the purchase price or reduce the yield of the (5) For purchases of guaranteed investment contracts only, the terms solicitation take into account the Issuer's reasonably expected deposit and schedule for the amounts to be invested. !6\, ll potential providers have an equal opportunity to bid potentiaer isgiven the opportunity to review other bids (i.e., a ] before na a bid. (7) east three reasonably competitive providers are licited for bids. A reasonab ompetitive provider is a provider that has stablished industry reputation a competitive provider of the type of inv stments being purchased. (b) The bids received 1% the Issuer meet all of the fo Yowing requirements (1) The Issuer rece)yes at least three Issuer solicited under a bona fid solicitation m paragraph (d)(6)(iii)(A) of Section.148-5 of have a material financial interest in a issue. underwriting transaction is deemed to ave a issue until 15 days after the issue date o as a financial advisor with respect to the rc the bid specifications are forwarded to to t interest in the issue. A provider that i a rel al material financial interest in the interest in the issue. rom providers that the the requirements of and that do not 'lead underwriter in a negotiated ;tenial financial interest in the ie. In addition, any entity acting ;e of the investment at the time providers has a material financial parry to a provider that has a ,to have a material financial (2) At least one of V three bids describein paragraph (d)(6)(iii)(13)(1) of Section 1. 8-5 of the Regulations from a reasonably competitive provider, withi a meaning of paragraph, (6)(iii)(A)(7) of Section 1.148-5 of the Regulation (3) If the Is er use an agent to conduct the biddi g process, the agent did not bid to provid the investment. (c) The winnip(g bid meets the following requirements: (1) Puaranteed investment contracts. If the investment is investment cyhtract, the winning bid is the highest yielding bona fide (determine net of any broker's fees). Other investments. If the investment is not a guaranteed investj#nt contract, the winning bid is the lowest cost bona fide bid (in any b oker's fees). R1 (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 after the last outstanding bond is redeemed: (1) For purchases of guaranteed investment contracts, a copy o the co act, and for purchases of investments other than guaranteed inves ent contr ts, the purchase agreement or confirmation. (2 The receipt or other record of the amount actual paid by the Issuer for th investments, including a record of any adminis ative costs paid by the Issuer, an the certification under paragraph (d)(6)(iii) ) of Section 1.148-5 of theReeulatio s. (3) For ch bid that is submitted, the n e of the person and entity submitting the bid, th time and date of the bid, d the bid results. (4) The bids icitation form anif the terms of the purchase agreement or the guarantee investment c ntract deviated from the bid solicitation form or a submitted bid is m ified, a of statement explaining the deviation and stating the purpose for the devi tion. (5) For purchases c contracts, the cost of the most Series Securities, determinedA submitted pursuant to the Vnr Section 4.5 Records i stments other than guaranteed investment fficieXt portfolio of State and Local Government the tirrX that the bids were required to be of the bill snecifications. The Issuer will maintain r cords of all purchases, sales, 'quidations, investments, reinvestments, redemptionZents ursements, deposits, and transfer\deternmin n deposit. Section 4.6 Inve to be Legal All investments equired to be made pursuant to this Certimade to the extent permitted by 1 In the event that any such investment is be ultra vires, it shall be liquidated d the proceeds thereof shall be invested in aent, provided that prior to reinvests such proceeds, the Issuer shall obtain an opinunsel to the effect that such einvestment will not cause the Bonds to become arbitrage bonds nder Sections 103, 148, 149 or any other applicable provision of the Code. 17 The the reasons. expects to c Section 6.1 ARTICLE V GENERAL COVENANTS hereby covenants to perform all acts within its power necessary to ectations set forth in Article II hereof will be realized. The Issuer with all covenants contained in this Certificate. ARTICLE VI AND ADDITIONAL The various provision\ of this Certificate need not be be amended or supplemented al opinions of Bond Counsel that 1 the Bonds to become "arbitrage supplement will not cause any c otherwise cause interest on any income tax purposes. Section 6.2 y time by the Issuer if the failure to comply with su R" under the Code and onds to become "a r Bonds to becom ncb that >ev�ed and this Certificate may r receives an opinion or rovisions will not cause any of the terms of such amendment or e bonds" under the Code, or )le in gross income for federal The Issuer hereby covenants tomak xecute and enter into (and to take such actions, if any, as may be necessary to enable it to do o) uch agreements as may be necessary to comply with any changes in law or regulations i rder preserve the tax-exempt status of the Bonds to the extent that it may lawfully do so. a Issuer rther covenants (1) to impose such limitations on the investment or use of moneys o investments lated to the Bonds, (2) to make such payments to the United States Trea ry, (3) to mainta' such records, (4) to perform such calculations, and (5) to perform s ch other lawful acts may be necessary to preserve the tax- exempt status of the Bonds. Section 6.3 The Internal Rev ue Service has not audited the Issueregarding any obligations issued by or on behalf of the suer. To the best knowledge of the Issu , no such obligations of the Issuer are currently der examination by the Internal Revenue S ce. Section 6.X Amendments Excep as otherwise provided in Section 6.1 hereof, all the rights\powers, duties and obligations yf the Issuer shall be irrevocable and binding upon the Issuer hnd shall not be subject to amend ent or modification by the Issuer. m ARTICLE VII THER CERTIFICATIONS WITH RESPECT TO REFUNDING BONDS (a) Property financed with the Proceeds of the Refunded Bonds will not be sold or 'sposed of, in whole or in part, prior to the last maturity date of either the obligation or the last maturity of the Bonds. (b) 11 of the Proceeds of the Refunded Bonds were used to provide cilities used in the regu operations of the Issuer and neither the facilities nor the on ut thereof have been or are a ected to be used in the trade or business of any person er than the Issuer. (c) Reimb ement Allocations and Original Expenditur , if any, reimbursed from proceeds of the Re ded Bonds complied with the Reimbur ement Regulations in effect at the time of issuan of the Refunded Bonds/tservice (d) The Proceeds o the Refunding Bondfor a current refunding and the Refunding Bonds are iss ed not more than 9the last expenditure of any Proceeds of the Refunding B ds for payment oon the Refunded Bonds. The Proceeds of the Refun ' g Bonds will bmaterially higher yield acquired obligations for a temporary kriod of not 0 exceed 90 days. (e) No Proceeds of the Refun d B ds remain unspent. No sinking fund has been established for the Refunded Bonds. amount of proceeds of the Refunded Bonds are invested for a temporaryperiod r part of a minor portion of the Refunded Bonds. IN WITNESS WHEREOF, the Issue has caused t ' Certificate to be executed by its duly authorized officer, all as of the dayfi}gt above written. (SEAL) Finance Director, Iowa 19 of Iowa City, State of EXHIBIT "A" PURCHASER'S CERTIFICATE I\dated the undersigned, do hereby certify that I am the , of U. .Bancorp ties Group of New York, New York (the "Purchaser"), hereby c rtifies as at the Purchaser and the City of Iowa City (the "Issuer") ave entered into a ntract") dated May 17, 2016 (the "Sale Date"), conce ing purchase by the suer of $9,360,000 Sewer Revenue Refunding Capi 1 Loan Notes, Series e 16, 2016 (the "Bonds"). 2. Tha%the Contract is in full force and effect and leas not been repealed, rescinded or amended. 3. That the P chaser hereby confirms that 99 of the Bonds have been the subject of a bona fide initial offering t the public (excluding bopi5 houses, brokers or similar persons or organizations acting in the ca acity of undery "Public") at the price for each turity of the related to the issuance of the Bon s, and any the Bonds to the Public, the Purch er did not affiliates or its affiliated accounts or or any this Certificate, "affiliate" means any m an common control with the Purchaser, an 'affi or its affiliates that is controlled by th a h; affiliate has a beneficial ownership. ters, lacement agents, or wholesalers) (the Ind as shown on the Final Official Statement nda thereto (the 'Price"); and that in offering .-serve or hold back any Bonds for itself, its ier person not part of the Public. For purposes of that controls, is controlled by, or is under xted account" means any account of the Purchaser -r or an affiliate or in which the Purchaser or an 4. That on the Sale )6ate based uponNthe Purchaser's assessment of then prevailing market conditions, the Price f9f the Bonds of each h4aturity did not exceed the fair market value to the Public of the Bonds o,7such maturity as of the S#le Date. 5. That as the Public of an of Bonds (the '7 Bonds of any in Bonds of such r to the date of ial Bonds. ofthe Sale Date the Purchaser rea nably expected that (a) the first sale to of Bonds of each maturity equal to en percent or more of such maturity ibstantial Block") would be at the Price or such maturity and (b) no would be sold at a higher price before th First Substantial Block of was sold to the Public at the Price, and th in addition, accrued interest of the Bonds by the Issuer will be paid by th investors purchasing the 6 That the Purchaser agrees that based upon the Price reflec d herein the arbitrage yield o the Bonds is %, and that the weighted average maturiof the Bonds based on t Pnce reflected herein is years. EXHIBIT "B" CERTIFICATE OF FINANCIAL ADVISOR I, t undersigned, do hereby certify that I am the of Public in tial Management, Inc. (the "Financial Advisor"). The Financial Advisor acknowledges t at this Certificate is given, in part, as the basis for certain representations m in the Tax Exemp 'on Certificate delivered by the City of Iowa City, State of Iowa (the "I uel as of the date here- , in connection with the issuance of $ Sewer Revenue efund Capital Loan Notes, S 'es 2016C, of the Issuer (the " Bonds "), and as a basis for c ain opinions of Ahlers & Colokiey, P.C., Bond Counsel, with regard to the tax-exempt atus of the Bonds. All definitions con fined in the Tax Exemption Certificate are hereby ' corporated by reference. I. Since Issuer reven\trovide ubject to changes beyond its ntrol, potential purchasers of the Bonds expect a fund to be established to p9bide some measure of protection for their investments aa workout period f the Issuer in case of adversity. 2. A reasonable time period for Xoviding reserve fund provided in the Resolution authon 'ng the reasonably required under current markeiORS. IN WITNESS WHEREOF, I hereunto , 2016. PUBLIC Title: 01239514-1\10714-123 is one year. Therefore, the of the Bonds is, in our opinion, signature this day of MANAGEMENT, INC. Council Member Botchway introduced the following Resolution entitled "RESOLUTION AUTHORIZING THE REDEMPTION OF OUTSTANDING SEWER REVENUE REFUNDING CAPITAL LOAN NOTES, SERIES 2008C, OF THE CITY OF IOWA CITY, STATE OF IOWA, DATED OCTOBER 15, 2008, AND DIRECTING NOTICE BE GIVEN" and moved its adoption. Council Member Thomas seconded the motion to adopt. The roll was called and the vote was, AYES: Botchway, Cole, Mims Taylor, Thomas, Throgmorton NAYS: None ABSENT: Dickens Whereupon, the Mayor declared the resolution duly adopted as follows: Resolution No 16-169 RESOLUTION AUTHORIZING THE REDEMPTION OF OUTSTANDING SEWER REVENUE REFUNDING CAPITAL LOAN NOTES, SERIES 2008C, OF THE CITY OF IOWA CITY, STATE OF IOWA, DATED OCTOBER 15, 2008, AND DIRECTING NOTICE BE GIVEN WHEREAS, the City did by resolution dated September 23, 2008, authorize the issuance of $24,280,000 Sewer Revenue Refunding Capital Loan Notes, Series 2008C, (the "Notes") dated October 15,2008; and WHEREAS, the Notes are redeemable in any order of their numbering on July 1, 2016 or any date thereafter upon giving notice in the manner provided in the resolution authorizing the issuance of the Notes; and WHEREAS, it is deemed necessary and advisable that $10,515,000 be so redeemed on July 1, 2016 and notice of redemption be given according to the terms of the resolution authorizing issuance of the Notes. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, STATE OF IOWA: Section 1. That outstanding Sewer Revenue Refunding Capital Loan Notes, dated October 15, 2008, in the principal amount of $10,515,000, be and the same are hereby redeemed as of July 1, 2016. Section 2. The Registrar and Paying Agent, U.S. Bank National Association, St. Paul, Minnesota, is hereby authorized and directed to cause notice of such redemption be given not -2- less than thirty (30) days prior to the redemption date and to cause notice of redemption to be mailed to the registered owners of the Notes by ordinary mail, and to notify DTC and to notify the Insurer, Financial Security Assurance, One Market, 1550 Spear Tower, San Francisco, California 94105. Section 3. The Finance Director is hereby authorized and directed to cause to be deposited in a separate fund sum sufficient to pay all principal and interest on the redeemed Notes to the date of redemption and to notify the City's dissemination agent to post the Notice of Redemption to the MSRB's website (EMMA) in searchable PDF format for the refunded Notes in accordance with the Continuing Disclosure Certificate for the Notes. Section 4. That the form of such notice be substantially as follows: -3- NOTICE OF THE CALL OF NOTES FOR REDEMPTION TO THE HOLDERS OF THE FOLLOWING DESCRIBED NOTES: Please take notice that the Notes described below have been called for redemption. Owners of the Notes should present their Notes for payment on the redemption date. Issuer: City of Iowa City, State of Iowa Original Issue Amount: $24,280,000 Note Issue: Sewer Revenue Refunding Capital Loan Notes, Series 2008C Dated Date: October 15, 2008 Redemption Date: July 1, 2016 Redemption Price: At par, plus accrued interest Notes Called for Redemption CUSIP Principal Interest Maturity Numbers Amount Rate July 1st 462362 KP8 $2,035,000 4.00% 2017 462362 KQ6 $2,095,000 4.00% 2018 462362 KR4 $2,205,000 5.00% 2019 462362 KS2 $1,775,000 5.00% 2020 462362 KTO $1,850,000 5.00% 2021 462362 KU7 $555,000 5.00% 2022 No representation is made as to the accuracy of the CUSIP numbers printed herein or on the Notes. The above Notes should be presented to U.S. Bank National Association, St. Paul, Minnesota. This represents a full call of the outstanding obligations. All interest will cease to accrue on the Redemption Date. U.S. BANK NATIONAL ASSOCIATION St. Paul, Minnesota Registrar (End of Notice) El PASSED AND APPROVED this 17th day of May, 2016.. ATTEST: City C erk M or -5- /7 J® May 17, 2016 The Finance Director of the City of Iowa City, State of Iowa, met in City Hall, 410 E. Washington, Iowa City, Iowa, at 10:00 A.M., on the above date, to open sealed bids received, access electronic bids and to refer the sale of the Notes to the best and most favorable bidder for cash, subject to approval by the City Council at 7:00 P.M. on the above date. The following persons were present: Dennis Bockenstedt, Marian Karr, Jon Burmeister BE This being the time and place for the opening of bids for the sale of $4,025,000 (Subject to Adjustment per Terms of Offering) Water Revenue Refunding Capital Loan Notes, Series 2016D, the meeting was opened for the receipt of bids for the Notes. The following actions were taken: 1. Sealed bids were filed and listed in the minutes while unopened, as follows: Name & Address of Bidders: (Attach List of Bidders) 2. The Finance Director then declared the time for filing of sealed bids to be closed and that the sealed bids be opened. The sealed bids were opened and announced. -2- 3. 0 Electronic bids received were accessed and announced as follows: Name & Address of Bidders: Name Hutchinson, Shockey, Erley & Co. Robert W. Baird & Co., Inc. Morgan Stanley & Co., LLC Address Chicago, IL Milwaukee, WI New York, NY The best bid was determined to be as follows: Name & Address of Bidder: Hutchinson, Shockey, Erley & Co. 222 W. Adams Street, #1700 Chicago, IL 60606 True Interest Rate (as -bid): 1.3028% Net Interest Cost (as -bid): $257,030.25 In consultation with the Municipal Advisor, the City considered the adjustment of the aggregate principal amount of the Notes and each scheduled maturity thereof in accordance with the Terms of Offering and the following actions were taken: Final Par Amount as adjusted: $3,650,000 Purchase Price as adjusted: $4,017,085.24 All bids were then referred to the Council for action. skim May 17, 2016 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 7:00 P.M., on the above date. There were present Mayor Throgmorton in the chair, and the following named Council Members: Botchway, Cole, Mims, Taylor, Thomas, Throgmorton Absent: Vacant: -4- Council Member Mims introduced the following Resolution entitled "RESOLUTION DIRECTING SALE OF $3,650,000 WATER REVENUE REFUNDING CAPITAL LOAN NOTES, SERIES 2016D," and moved its adoption. Council Member Botchway seconded the motion to adopt. The roll was called and the vote was, AYES: Botchway, Cole, Mims Taylor, Thomas, Throgmorton NAYS: ABSENT: Dickens Whereupon, the Mayor declared the following Resolution duly adopted: Resolution No 16-170 RESOLUTION DIRECTING SALE OF $3,650,000 WATER REVENUE REFUNDING CAPITAL LOAN NOTES, SERIES 2016D WHEREAS, bids have been received for the Notes described as follows and the best bid received (with permitted adjustments, if any) is determined to be the following: $3,650,000 WATER REVENUE REFUNDING CAPITAL LOAN NOTES, SERIES 2016D Bidder: Hutchinson, Shockey, Erley & Co. of Chicago, Illinois The terms of award: Final Par Amount as adjusted: $3,650,000 Purchase Price as adjusted: $ 4,017,085.24 True Interest Rate: 1.3112% Net Interest Cost: $241,899.66 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, STATE OF IOWA: Section 1. That the bid for the Notes as above set out is hereby determined to be the best and most favorable bid received and, the Notes are hereby awarded as described above. -5- Section 2. That the statement of information for Note bidders and the form of contract for the sale of the Notes are hereby approved and the Mayor and Clerk are authorized to execute the same on behalf of the City. Section 3. That all acts of the Clerk done in furtherance of the sale of the Notes are hereby ratified and approved. PASSED AND APPROVED this 17th day of May, 2016. ATTEST: 2b4zavZJ iC • �1 City Cler M yor j M 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 records of the City showing proceedings of the 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 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 Council hereto affixed this 17th day of May 2016. City Qerk, City of Iowa City, State of Iowa (SEAL) 01237715-1\10714-121 May 17, 2016 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 7:00 P .M., on the above date. There were present Mayor Throgmorton in the chair, and the following named Council Members: Cole, Botchway, Mims, Taylor Thomas Throemorton Absent: Dickens Vacant: None -I- 21 Council Member Mims introduced the following resolution entitled "RESOLUTION APPOINTING U.S. BANK NATIONAL ASSOCIATION OF ST. PAUL, MINNESOTA, TO SERVE AS PAYING AGENT, NOTE REGISTRAR, AND TRANSFER AGENT, APPROVING THE PAYING AGENT AND NOTE REGISTRAR AND TRANSFER AGENT AGREEMENT AND AUTHORIZING THE EXECUTION OF THE AGREEMENT", and moved that the resolution be adopted. Council Member Botchway seconded the motion to adopt. The roll was called and the vote was, AYES: Botchway, Cole, Mims Taylor, Thomas, Throgmorton NAYS: None ABSENT: Dickens Whereupon, the Mayor declared the resolution duly adopted as follows: Resolution No 16-171 RESOLUTION APPOINTING U.S. BANK NATIONAL ASSOCIATION OF ST. PAUL, MINNESOTA, TO SERVE AS PAYING AGENT, NOTE REGISTRAR, AND TRANSFER AGENT, APPROVING THE PAYING AGENT AND NOTE REGISTRAR AND TRANSFER AGENT AGREEMENT AND AUTHORIZING THE EXECUTION OF THE AGREEMENT WHEREAS, $3,650,000 Water Revenue Refunding Capital Loan Notes, Series 2016D, dated June 16, 2016, have been sold and action should now be taken to provide for the maintenance of records, registration of certificates and payment of principal and interest in connection with the issuance of the notes; and WHEREAS, this Council has deemed that the services offered by U.S. Bank National Association of St. Paul, Minnesota, are necessary for compliance with rules, regulations, and requirements governing the registration, transfer and payment of registered notes; and WHEREAS, a Paying Agent, Note Registrar and Transfer Agent Agreement (hereafter "Agreement") has been prepared to be entered into between the City and U.S. Bank National Association. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, STATE OF IOWA: Spa Section 1. That U.S. Bank National Association of St. Paul, Minnesota, is hereby appointed to serve as Paying Agent, Note Registrar and Transfer Agent in connection with the issuance of $3,650,000 Water Revenue Refunding Capital Loan Notes, Series 2016D, dated June 16, 2016. Section 2. That the Agreement with U.S. Bank National Association of St. Paul, Minnesota, is hereby approved and that the Mayor and Clerk are authorized to sign the Agreement on behalf of the City. PASSED AND APPROVED this 17th day of May, 2016. ATTEST: Cityk M or -3- AGREEMENT RELATING TO PAYING AGENCY, REGISTRAR AND TRANSFER AGENCY THIS PAYING AGENT/BOND REGISTRAR AGREEMENT (this "Agreement"), is entered into as of June 16th, 2016 by and between the City of Iowa City (the "Issuer'), and U.S. Bank National Association ('Bank"), as Paying Agent and Bond Registrar. RECITALS WHEREAS the Issuer has duly authorized and provided for the issuance of its Bonds, entitled Water Revenue Refunding Capital Loan Notes, Series 2016D (the 'Bonds") in an aggregate principal amount of $4,025,000 to be issued as fully registered bonds without coupons; NAHEREAS the Issuer will ensure all things necessary to make the Bonds the valid obligations of the Issuer, in accordance with their terms, will be done upon the issuance and delivery thereof; WHEREAS the Issuer and the Basil wish to provide the terms under which Basil- will act as Paying Agent to pay the principal, redemption premium (if any) and interest on the Bonds, in accordance with the terns thereof, and under which the Bank will act as Registrar for the Bonds; WHEREAS the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent and Bond Registrar for the Bonds; NNIIERLAS the Issuer has duly authorized the execution and delivery of this Agreement; and all things necessary to make this Agreement a valid agreement have been done. NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE DEFINITIONS Section 1.01. Definitions. For all purposes of this Agreement except as otherwise expressly provided or unless the context otherwise requires: Definition of Terms. The terms `item", "receipt', "transfer', "turnaround", "process", "business day', and other terns used throughout the Agreement shall be deemed to have the meanings provided in Rules 17Ad-1 and 17Ad-2 of the Regulations promulgated pursuant to the Securities Exchange Act of 1934 and Section 76.10(4) of the Code of Iowa, as amended and in effect from time to time. "Bank" means U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America. "Bond Register" means the book or books of registration kept by the Bank in which are manrtamed the names and addresses and principal amounts registered to each Registered Owner. "Fiscal Year" means the fiscal year of the Issuer ending on June 30 of each year. "Issuer" means City of Iowa City. "Paying Agent" means the Bank when it is performing the function of paying agent for the Bonds. "Terson" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government or any entity whatsoever. "Registered Owner" means a Person in whose name a Bond is registered in die Bond Register. "Registrar" means the Bank when it is performing the function of registrar for the Bonds. "Stated Maturity" when used with respect to any Bond means the date specified in the Bond as the date on which the principal of such Bond is due and payable. ARTICLE TWO APPOINTMENT OF BANK AS PAYING AGENT AND BONI) REGISTRAR Section 2.01. Appointment and Aceeptan z. The Issuer hereby appoints the Batik to act as Paying Agent with respect to the Bonds, to pay to the Registered Owners in accordance with the terms and provisions of this Agreement the principal of, redemption premium (if any), and interest on all or any of the Bonds. The Issuer hereby appoints the Bank as Registrar with respect to the Bonds. As Registrar, the Bank shall keep and maintain for and on behalf of the Issuer, books and records as to the ownership of the Bonds and with respect to the transfer and exchange thereof as herein provided. The Bank hereby accepts its appointment, and agrees to act as Paying Agent and Bond Registrar, Section 2.02. Compensation As compensation for the Banlds services as Paying Agent and Bond Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in. The Bank's proposal for paying agent/registrar services dated March 12, 2015. In addition, the Issuer agrees to reimburse the Bank upon its request, for all reasonable and necessary out- of-pocket expenses, disbursements, and advances, including without limitation the reasonable foes, expenses, and disbursements made or incurred by the Bank in connection with entering into and performing under this Agreement. ARTICLE THREE PAYING AGENT Section 3.01. Duties of Paving Agent As Paying Agent, the Bank, provided sufficient collected funds have been provided to it for such purpose by or on behalf of the Issuer, shall pay on behalf of the Issuer the principal of redemption premium, if any, and interest on each Bond in accordance with the provisions of the Bond. Section 3.02. Payment Dates The Issuer hereby instructs the Bank to pay the principal of, redemption premium (if any) and interest on the Bonds , to the extent such funds have herein been provided by the Issuer, as follows; (a) At least three business days prior to each payment date Issuer will deposit with the Agent in immediately available funds such amount as is required to make such payment. (b) One business day before each payment date Agent will pay interest and, upon presentation and surrender of the matured or called Obligations, will pay principal to each registered owner of the Obligations as of the record date by mailing a check to each such owner. In any case where the date of maturity of interest on or principal of the Obligations or the date fixed for redemption of any Obligations shall be a Sunday or a legal holiday or a day on which the banking institutions are authorized by law to close, then payment of interest or principal may be made on the succeeding business day with the same force and effect as if made on the date of maturity or the date fixed for redemption. Provided, however, that payment of principal shall be made not later than the second day after receipt of the matured Obligation. (c) When the Agent shalt receive notice from Issuer of its option to redeem Obligations prior to maturity, the Agent shall select the Obligations to be redeemed and give notice of the redemption thereof, all in accordance with the terms of the Obligations and the Resolution. The Bank shall not be required to pay interest on any funds of the Issuer for any period during which such funds are held by the Bank awaiting the presentation of the Bonds for payment. ARTICLE FOUR REGISTRAR Section 4,01. Initial Delivery of Bonds. The Bonds will be initially registered and delivered to the purchaser designated by the Issuer as one Bond for each maturity. If such purchaser delivers a written request to the Bank not later than five business days prior to the date of initial delivery, the Bank will, on the date of initial delivery, deliver Bonds of authorized denominations, registered in accordance with the instructions in such written request. Section 4.02, Duties of Registrar. The Bank shall provide for the proper registration of transfer, exchange and replacement of the Bonds. Every Bond surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which as been guaranteed by an eligible guarantor institution, in form acceptable to the Bank, duly executed by the Registered Owner thereof or his attorney duly authorized in writing. The Registrar may request any supporting documentation it deems necessary or appropriate to affect a re -registration. Bank shall comply at all times with such rules, regulations, and requirements as may govern the registration, transfer and payment of registered Bonds including without limitation Chapters 76, 384, 554.8101 et seq. Code of Iowa and standards issued from time to time by the Municipal Securities Rulemaking Board of the United States and any other securities industry standard and the requirements of the Internal Revenue Code of 1986. For purposes of determining the registered owners of the Bonds, the record date shall be deemed to be the fifteenth day of the month preceding the date on which payment of principal, pternium, if any, or interest is payable to the registered owners of the Bonds ("payment date") whether such payment is due to optional redemption, operation of a sinking fund, or for any other reason, Battle agrees that it will turnaround within three business days of receipt all items received in proper form for transfer, process or other action pursuant to the terms of this Agreement. Bank will promptly cancel and deliver to Issuer all Bonds or certificates representing the Bonds surrendered to it upon payment of the principal, premium, if any, and interest owing on such Bonds. In the event any payment check representing payment of interest or principal on the Bonds is returned to the Batik or is not presented for payment, or if any Bonds is not presented for payment of principal or premium, if any, at the maturity or redemption date, if funds sufficient to pay such interest on Bonds shall have been made available to the Bank for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Bonds shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Bank to hold such funds, without liability for interest thereon, for the benefit of the owner of such Bonds who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Agreement or on, or with respect to, such interest or Bonds. The Bank'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 Bank, shall surrender any remaining finds so held to the Issuer, whereupon any claim under this Agreement by the Owners of such interest or Bonds of whatever nature shall be made upon the Issuer. Section 4.03, Unauthenticated Bonds, The Issuer shall provide to the Bank on a continuing basis, an adequate inventoryof unauthenticated Bonds to facilitate transfers. The Bank agrees that it will maintain such unauthenticated Bonds in safekeeping, Section 4,04. Form of Bond Register. The Bank as Registrar will maintain its records as Bond Registrar in accordance with standards issued from time to time by the Municipal Securities Rulemaking Board of the United States and any other securities industry standard and the requirements of the Internal Revenue Code of 1986 and Chapter 76 of the Code of Iowa. Section 4.05. Reports. The records of Bank shall be in such form as to be in compliance with standards issued from time to time by the Municipal Securities Rulemaking Board of the United States and any other securities industry standard and the requirements of the Internal Revenue Code of 1986 and Chapter 76 of the Code of Iowa. Bank's records in connection with the Bonds shall remain confidential records entitled to protection and confidentiality pursuant to Section 22.7(17), Code of Iowa. Agent agrees that its use of the records will be limited to the purposes of this Agreement and that Agent will make no private use or permit any private access thereto. The Bank will not release or disclose the content of the Bond Register to any person other than to the Issuer at its written request, except upon receipt of a subpoena or court order or as may otherwise be required by law. Upon receipt of a subpoena or court order the Bank will notify the Issuer. Section 4.06. Cancelled Bonds. All Bonds sunendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Bank, shall be promptly cancelled by it and, if surrendered to the Issuer, shall be delivered to the Bank and, if not already cancelled, shall be promptly cancelled by the Bank. The Issuer may at any time deliver to the Bank for cancellation any Bonds previously authenticated and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Bank. All cancelled Bonds held by the Bank for its retention period then in effect and shall thereafter be returned to the Issuer. Section 4.07. Mutilated Lost, Stolen or DestrZ ed Bonds In case any Bond shall become mutilated or be destroyed, stolen or lost, the Bank shall deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Bank in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing by the owner with the Bank of evidence satisfactory to the Bank that such Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Bank of an appropriate bond of indemnity in form, substance and amount as may be required by law and as is satisfactory to the Bank. All Bonds so surrendered to the Bank shall be canceled by it and evidence of such cancellation shall be given to the Issuer. If the mutilated, destroyed, stolen or Io&Bond has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Bond prior to payment, provided that the owner shall first provide the Bank with a bond of indemnity as set forth above. ARTICL:G FIVE TEE, BUNK Section 5.01.Duties of Bank, The Bank undertakes to perform the duties set forth herein. No implied duties or obligations shall be read into this Agreement against the Bank The Bank hereby agrees to use the funds deposited with it for payment of the principal of and interest on the Bonds to pay the same as it shall become due and further agrees to establish and maintain such accounts and funds as may be required for the Bank to function as Paying Agent. Section 5.02.Aelianee on Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions expressed therein, on certificates or opinions furnished to the Bank by the Issuer. (b) Bank may rely conclusively and act, without further investigation, upon any list, instruction, certification, authorization, certificate or other instrument or paper suitably guaranteed and believed by it in good faith and due diligence in performing its functions to be genuine and to have been signed, countersigned or executed by any duly authorized person or persons or upon the instruction of any authorized officer of Issuer or upon the advice of Issuer's counsel; and may register any certificate representing the Bonds or may refuse to register any such certificate if in good faith Bank deems such refusal necessary in order to avoid any liability on the part of either Issuer or Bank, and Issuer agrees to indemnify and hold harmless the Bank from and against any and all tosses, costs, claims and liability for so relying or acting or refusing to act. (c) No provision of this Agreement shall require the Bank to expend or risk or use its own funds for performance of any of its duties hereunder (d) The Bank may consult with counsel for the Issuer, and the written advice or opinion of counsel for the Issuer shall be full authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and reliance thereon. (e) The Bank shall not be responsible for delays or failures in performance resulting from acts beyond its control, including without limitation acts of God, strikes, lockouts, riots, acts of war or terror, epidemics, governmental regulations, fine, communication line falures, computer viruses, power failures, eathquakes or other disasters. (f) The Bank is authorized, to comply with final orders issued or process entered by any court of competent jurisdiction with respect to any money held by the Bank hereunder. It any portion of money held by the Bank hereunder is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment of decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Bank is authorized, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by the Issuer; and if the Bank complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. Section 5.03. Recitals of Issuer. The recitals contained in the Bonds shall be taken as the statements of the Issuer, and the Batik assumes no responsibility for their correctness, Section 5.04. May Own Bonds. The Bank, in its individual or any other capacity, may become the owner or pledgee of Bonds with the same rights it would have if it were not the Paying Agent and Bond Registrar for the Bonds, Section 5,05. Money Held by Bank. Money held by the Bank hereunder need not be segregated from other funds. The Bank shall have no duties with respect to investment of funds deposited with it and shall be under no obligation to pay interest on any money received by it hereunder. Any money deposited with or otherwise hold by the Bank for the payment of the principal, redemption premium (if any) or interest on any Bond and remaining unclaimed, by the Registered Owner (or by the Issuer (which claim by the Issuer shall he made in writing) after maturity and prior to escheatment) will be escheated pursuant to Iowa law.. If funds are returned to the Issuer, the Issuer and the Bank agree that the Registered Owner of such Bond shall thereafter look only to the Issuer for payment thereof, and that all liability of the Bank with respect to such moneys shall thereupon cease. Section 5.06. Other Transactions. The Bank may engage in or be interested in any financial or other transaction with the Issuer. Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in a court situated in Johnson County Iowa. The Issuer and the Bank further agree that the Bank has the right to file an action in interpleader in any court situated in Johnson County Iowa to determine the rights of any person claiming any interest herein. Section 5.08 Insurance. The Bank shall carry insurance in the types and amounts for the duration of this agreement as listed in the Issuer's request for paying agent/registrar services dated February 20, 2015. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment, This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver or other document provided or Permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed, faxed, sent pdf or delivered to the Issuer or the Bank, respectively, at the address shown below, or such other address as may have been given by one party to the other by fifteen (15) days written notice: If to the Issuer: City of Iowa City Finance Department c!o Finance Director 410E. Washington Street Iowa City, IA 52240-1826 Facsimile: 319-341-4008 If to the Bank: U.S. Bank National Association 60 Livingston Avenue St. Paul MN 55107 Facsimile: 651-466-7431 Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience of reference only and shall not affect the construction hereef. Section 6.05, Successors and Assigns. All covenants and agreements herein by the Issuer and the Bards shall bind their successors and assigns, whether so expressed or not. Section 6.06. Severability. If any provision of this Agreement shall be determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainhrg provisions hereof shall not in any way be affected or impaired thereby. Section 6.07. Benefits of Agreement Nothing berein, express or implied, shall give to any Person, other than the parties berato and their successors hereunder, any benefit or any legal or equitable right, remedy or claim hereunder. Section 6.08. Entire Agreement. This Agreement shall constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent and Bond Registrar. Section 6.09. Countemarts This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Term and Termination This Agreement may be terminated by either party by giving the other party at least 90 days advance written notice. At term nation of the Agreement, Agent shall deliver to Issuer any and all records, documents or other writings made or accumulated in the performance of its duties under this Agreement and shallrefund the unearned balance, if any, of fees paid in advance by Issuer. If the Bank shall resign, or become incapable of acting, the Issuer shall promptly appoint a successor Paying Agent and Bond Registrar Section 6.11. Governing Law. This Agreement shall be construed in accordance with and shall be governed by the laws of the State of Iowa. Section 6.12, Documents to be Filed with Bank. At the time of the Bank's appointment as Paying Agent and Bond Registrar, the Issuer shall file with the Bank the following documents: (a) a specimen Bond; (b) a copy of the opinion of bond counsel provided to the Issuer in connection with the issuance of the Bonds; and (c) such other relevant information that the Bank may request. Section 6.13. Patriot Act Compliance. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. For a non -individual person such as a business entity, a charity, a Trust or other legal entity we will ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. Section 6.14. Examination of Records. Issuer or its duly authorized agents may examine all records relating to the Obligations at the principal office of the Agent at reasonable times as agreed upon with the Agent and such records shall be subject to audit from time to time at the request of Issuer or Agent. The Agent, on request, will furnish Issuer with a list of the names, addresses, and other information concerning the owners of the Obligations or any of them. IN WITNESS WHEREOF, the Issuer and the Bank have caused this agreement to be executed in their respective names by their duly authorized representatives, in two counterparts, each of which shall be deemed an original. City of ICity, er By Its: U.S. Bank National Association, as Authentication Agent, Transfer Agent, Registrar and Paying Agent BL h�� Authorized Representative 01097925.1110714-119 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 records of the City showing proceedings of the 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 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 Council hereto affixed this 17th day of May ,2016. , 2�i�-A, eta 7e -k—g.t,IJ City k, City of Iowa City, State of Iowa (SEAL) 01237715-1\10714-121 Late Handouts4sq�ib�►ted Council Member introduced the following resolution entitled 5//--7 / "RESOLUTION APPOINTING U.S. BANK NATIONAL ASSOCIATION OFUL, M ESOTA, TO SERVE AS PAYING AGENT, NOTE REGISTRAR, AND SFER AGEAT,, APPROVING THE PAYING AGENT AND NOTE REGISTRAR AND TRANSFER AGEN GREEMENT AND AUTHORIZING THE EXECUTION OF THE AGREEMENT", and movA that the resolution be adopted. Council Member seconded the motion tq adopt. The roll was called and the vote was, NAYS: Whereupon, the Mayor RESOLUTION APPI ASSOCIATION OF S PAYING AGENT, NO] AGENT, APPROVING REGISTRAR AND TR, AUTHORIZING THE I the resolution duly adopted as follows: TING U.S. B NATIONAL PAUL, M ESOTA, TO SERVE AS REGIS , AND TRANSFER I P ING AGENT AND NOTE AGENT AGREEMENT AND ON OF THE AGREEMENT WHEREAS, $3,650,000 Wa Reven Refunding Capital Loan Notes, Series 2016D, dated June 16, 2016, have been so and action ouId now be taken to provide for the maintenance of records, reg' on of certificate and payment of principal and interest in connection with the issuance f the notes; and WHEREAS, this ouncil has deemed that the ervices offered by U.S. Bank National Association of St. Pa , Minnesota, are necessary for pliance with rules, regulations, and requirements gove ng the registration, transfer and pa ent of registered notes; and S, a Paying Agent, Note Registrar and Tr been prepared to be entered into between /NOW, THEREFORE, BE IT RESOLVED BY THE OF 16WA CITY, STATE OF IOWA: SPR ±r Agent Agreement (hereafter City and U.S. Bank National OF THE CITY Section 1. That U.S. Bank National Association of St. Paul, Minnesota, is hereby appoi ed to serve as Paying Agent, Note Registrar and Transfer Agent in connection with the issuanc of $3,650,000 Water Revenue Refunding Capital Loan Notes, Series 2016D, dated June 16, 16. Sectio%be hat the Agreement with U.S. Bank National Association of St. Paul, Minnesota, isy approved and that the Mayor and Clerk are authorized to sign the Agreement oif of the City. PASSED ANL? APPROVED this 17th day of May, 2016. ATTEST: City Clerk Mayor -3- Council Member Thomas moved that the form of Tax Exemption Certificate be placed on file and approved. Council Member Mims seconded the motion and the roll being called thereon, the vote was as follows: AYES: Botchway, Cole, Mims Taylor, Thomas, Throgmorton NAYS: None ABSENT: Dickens Council Member Thomas moved that the form of Continuing Disclosure Certificate be placed on file and approved. Council Member Mims seconded the motion and the roll being called thereon, the vote was as follows: AYES: Botchway, Cole, Mims Taylor, Thomas, Throgmorton NAYS: None ABSENT: Dickens Council Member Thomas introduced the following Resolution entitled "A RESOLUTION APPROVING AND AUTHORIZING A FORM OF LOAN AGREEMENT AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $3,650,000 WATER REVENUE REFUNDING CAPITAL LOAN NOTES, SERIES 2016D, OF THE CITY OF IOWA CITY, STATE OF IOWA, UNDER THE PROVISIONS OF THE CITY CODE OF IOWA, AND PROVIDING FOR A METHOD OF PAYMENT OF THE NOTES ", and moved its adoption. Council Member Mims seconded the motion to adopt. The roll was called and the vote was: AYES: Botchway, Cole, Mims Taylor, Thomas, Throgmorton NAYS: None ABSENT: Dickens Whereupon the Mayor declared the following Resolution duly adopted: Resolution No 16-172 A RESOLUTION APPROVING AND AUTHORIZING A FORM OF LOAN AGREEMENT AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $3,650,000 WATER REVENUE REFUNDING CAPITAL LOAN NOTES, SERIES 2016D, OF THE CITY OF IOWA CITY, STATE OF IOWA, UNDER THE PROVISIONS OF THE CITY CODE OF IOWA, AND PROVIDING FOR A METHOD OF PAYMENT OF THE NOTES WHEREAS, the City Council of the City of Iowa City, State of Iowa, sometimes hereinafter referred to as the "Issuer", has heretofore established charges, rates and rentals for services which are and will continue to be collected as system revenues of the Water Utility, sometimes hereinafter referred to as the "System", and the revenues have not been pledged and are available for the payment of Water Revenue Refunding Capital Loan Notes, Series 2016D, subject to the following premises; and WHEREAS, Issuer proposes to issue its Water Revenue Refunding Capital Loan Notes, Series 2016D, to the extent of $3,650,000 for the purpose of defraying the costs of the project as set forth in Section 3 of this Resolution; and, it is deemed necessary and advisable and in the best interests of the City that a form of Loan Agreement be approved and authorized; and WHEREAS, there have been heretofore issued certain Water Revenue bonds, notes or other obligations, part of which remain outstanding and are a lien on the net revenues of the System (defined herein as the "Outstanding Obligations"); and WHEREAS, in the Resolution authorizing the issuance of the Outstanding Obligations it is provided that additional revenue notes or bonds may be issued on a parity with the Outstanding Obligations, for the costs of future improvements and extensions to the System or refunding outstanding obligations, provided that there has been procured and placed on file with the Clerk, a statement complying with the conditions and limitations therein imposed upon the issuance of Parity Obligations; and -5- WHEREAS, a statement of Jon Burmeister of Public Financial Management, an Independent Financial Consultant not in the regular employ of Issuer, has been placed on file in the office of the Clerk, showing the conditions and limitations of the Resolutions, dated April 20, 2009 and June 5, 2012, with regard to the sufficiency of the revenues of the System to permit the issuance of additional Revenue Notes or Bonds ranking on a panty with the Outstanding Obligations to have been met and satisfied as required; and WHEREAS, the notice of intention of Issuer to take action for the issuance of $3,650,000 Water Revenue Refunding Capital Loan Notes, Series 2016D, has heretofore been duly published and no objections to such proposed action have been filed; and the Issuer desires to proceed with the issuance of $3,650,000 Water Revenue Refunding General Obligation Capital Loan Notes, Series 20161): NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IN THE COUNTY OF JOHNSON, 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: • "Additional Obligations" shall mean any water revenue notes or bonds issued on a parity with the Notes in accordance with the provisions of this Resolution. "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. • "Call Date" shall mean July 1, 2016, on which date the Refunded Bonds shall be redeemed and paid. • "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Notes. • "Clerk" shall mean the City Clerk, or such other officer of the successor Governing Body as shall be charged with substantially the same duties and responsibilities. • "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. WIN • "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. • "Fiscal Year" shall mean the twelve-month period beginning on July 1 of each year and ending on the last day of June of the following year, or any other consecutive twelve-month period adopted by the Governing Body or by law as the official accounting period of the System. Requirements of a Fiscal Year as expressed in this Resolution shall exclude any payment of principal or interest falling due on the first day of the Fiscal Year and include any payment of principal or interest falling due on the first day of the succeeding Fiscal Year, except to the extent of any conflict with the terms of the Outstanding Bonds while the same remain outstanding. • "Governing Body" shall mean the City Council of the City, or its successor in function with respect to the operation and control of the System. • "Independent Auditor" shall mean an independent firm of Certified Public Accountants or the Auditor of State. "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. • "Net Revenues" shall mean gross earnings of the System after deduction of current expenses; "Current Expenses" shall mean and include the reasonable and necessary cost of operating, maintaining, repairing and insuring the System, including purchases at wholesale, if any, salaries, wages, and costs of materials and supplies but excluding depreciation and principal of and interest on the Notes and any Panty Obligations or payments to the various funds established herein; capital costs, depreciation and interest or principal payments are not System expenses. • "Notes" shall mean $3,650,000 Water Revenue Refunding Capital Loan Notes, Series 2016D, authorized to be issued by this Resolution. • "Original Purchaser" shall mean the purchaser of the Notes from Issuer at the time of their original issuance. • "Outstanding Obligations" shall mean the Water Revenue Refunding Capital Loan Notes dated May 18, 2009, issued in accordance with Resolution adopted April 20, 2009, $6,870,000 of which obligations are still outstanding and unpaid and remain a lien on the Net Revenues of the System, and Water Revenue Refunding Bonds dated June 20, 2012, issued in accordance with Resolution adopted June 5, 2012, $3,565,000 of which obligations are still outstanding and unpaid and remain a lien on the Net Revenues of the System. -7- • "Panty Obligations" shall mean water revenue notes, bonds or other obligations payable solely from the Net Revenues of the System on an equal basis with the Notes herein authorized to be issued, and shall include Additional Obligations as authorized to be issued under the terms of this Resolution and the Outstanding Obligations. • "Participants" shall mean those broker-dealers, banks and other financial institutions for which DTC holds Notes as securities depository. • "Paying Agent" shall mean 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. "Permitted Investments" shall mean: ■ direct obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America; ■ obligations of any of the following federal agencies which obligations represent full faith and credit of the United States of America, including: — Export - Import Bank — Farm Credit System Financial Assistance Corporation — USDA Rural Development — General Services Administration — U.S. Maritime Administration — Small Business Administration — Government National Mortgage Association (GNMA) — U.S. Department of Housing & Urban Development (FHA's) — Federal Housing Administration ■ repurchase agreements whose underlying collateral consists of the investments set out above if the Issuer takes delivery of the collateral either directly or through an authorized custodian. Repurchase agreements do not include reverse repurchase agreements; ■ senior debt obligations rated "AAA" by Standard & Poor's Corporation (S&P) or "Aaa" by Moody's Investors Service Inc. (Moody's) issued by the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation; ■ U.S. dollar denominated deposit accounts, federal funds and banker's acceptances with domestic commercial banks which have a rating on their short- term certificates of deposit on the date of purchase of "A-1" or "A -I+" by S&P or "P-1 " by Moody's and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); ■ commercial paper which is rated at the time of purchase in the single highest classification, "A-1+" by S&P or "P-1" by Moody's and which matures not more than 270 days after the date of purchase; ■ investments in a money market fund rated "AAAm" or "AAAm-G" or better by S&P, or "AAA" or "AA" by Moody's Investors Services, Inc.; ■ pre -refunded municipal obligations, defined as any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (a) which are rated, based on an irrevocable escrow account or fund (the "escrow"), in the highest rating category of S&P or Moody's or any successors thereto; or (b)(i) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or direct obligations of the Department of the Treasury of the United States of America, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate; and (ii) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates specified in the irrevocable instructions referred to above, as appropriate; ■ tax exempt bonds as defined and permitted by section 148 of the Internal Revenue Code and applicable regulations and only if rated within the two highest classifications as established by at least one of the standard rating services approved by the superintendent of banking by rule adopted pursuant to chapter 17A Code of Iowa; ■ an investment contract rated within the two highest classifications as established by at least one of the standard rating services approved by the superintendent of banking by rule adopted pursuant to chapter 17A Code of Iowa; and ■ Iowa Public Agency Investment Trust. • "Project Fund" shall mean the fund into which a portion of the proceeds that will be used, together with interest earnings thereon, to pay the principal, interest and redemption premium, if any, on the Refunded Bonds. • 'Refunded Bonds" shall mean $4,085,000 of the $7,115,000 Water Revenue Refunding Capital Loan Notes, Series 2008D dated October 15, 2008. • 'Registrar" shall mean U.S. Bank National Association of St. Paul, Minnesota, or such successor as may be approved by Issuer as provided herein and who shall cavy 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. • 'Reserve Fund Requirement" shall mean an amount equal to the lesser of (a) the maximum annual amount of the principal and interest coming due on the Notes and Panty Obligations; (b) 10 % of the stated principal amount of the Notes and Panty Obligations or (c) 125% of the average annual principal and interest coming due on the Notes and Parity Obligations. For purposes of this definition: (1) "issue price" shall be substituted for "stated principal amount" for issues with original issue discount or original issue premium of more than a de minimus amount and (2) stated principal amount shall not include any portion of an issue refunded or advance refunded by a subsequent issue. "Resolution" shall mean this resolution authorizing the issuance of the Notes. • "System" shall mean the Water Utility of the Issuer and all properties of every nature hereinafter owned by the Issuer comprising part of or used as a part of the System, including all improvements and extensions made by Issuer while any of the Notes or Panty Obligations remain outstanding; all real and personal property; and all appurtenances, contracts, leases, franchises and other intangibles. • "Tax Exemption Certificate" shall mean the Tax Exemption Certificate executed by the Finance Director 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. • "Yield Restricted" shall mean required to be invested at a yield that is not materially higher than the yield on the Notes under section 148 (a) of the Internal Revenue Code or regulations issued thereunder. Section 2. Authori. The Loan Agreement and the Notes authorized by this Resolution shall be issued pursuant to Sections 384.24A, 384.82 and 384.83, of the City Code of Iowa, and in compliance with all applicable provisions of the Constitution and laws of the State of Iowa. The Loan Agreement shall be substantially in the form attached to this Resolution and is authorized to be executed and issued on behalf of the Issuer by the Mayor and attested by the City Clerk. E1111 Section 3. Authorization and Purpose. There are hereby authorized to be issued, negotiable, serial, fully registered Revenue Notes of the City of Iowa City, in the County of Johnson, State of Iowa, in the aggregate amount of $3,650,000 for the purpose of paying costs of refunding outstanding revenue obligations of the City. Section 4. Source of Payment. The Notes herein authorized and Panty Notes and Panty Obligations and the interest thereon shall be payable solely and only out of the net earnings of the System and shall be a first lien on the future Net Revenues of the System. The Notes shall not be general obligations of the Issuer nor shall they be payable in any manner by taxation and the Issuer shall be in no manner liable by reason of the failure of the net revenues to be sufficient for the payment of the Notes. Section 5. Note Details. Water Revenue Refunding Capital Loan Notes, Series 2016D, of the City in the amount of $3,650,000, shall be issued to evidence the obligations of the Issuer under the Loan Agreement pursuant to the provisions of Sections 384.24A, 384.82 and 384.83 of the City Code of Iowa for the aforesaid purpose. The Notes shall be designated 13,650,000 WATER REVENUE REFUNDING CAPITAL LOAN NOTES, SERIES 2016D", be dated June 16, 2016, and bear interest from the date thereof, until payment thereof, at the office of the Paying Agent, such interest payable on January 1, 2017, and semiannually thereafter on the 1 st day of July and January 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. The Notes shall mature and bear interest as follows: Principal Amount Interest Maturity Rate July 1 st $380,000 5.000% 2017 $405,000 5.000% 2018 $420,000 5.000% 2019 $445,000 5.000% 2020 $465,000 5.000% 2021 $490,000 5.000% 2022 $520,000 1.500% 2023 $525,000 1.750% 2024 Section 6. Redemption. The Notes are not subject to redemption prior to maturity. -11- Section 7. 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 the principal amount is prepaid, the 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 cavy 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. -12- (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 8. 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. U.S. Bank National Association is hereby appointed as Note Registrar under the terms of this Resolution and under the provisions of a separate agreement with the Issuer filed herewith which is made a part hereof by this reference. Registrar shall maintain the books of the Issuer for the registration of ownership of the 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. -13- (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. 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 9. 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 BEE 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 famishing the Registrar and Issuer with satisfactory indemnity and complying with such other reasonable regulations as the Issuer or its agent may prescribe and paying such expenses as the Issuer may incur in connection therewith. Section 10. Record Date. Payments of principal and interest, otherwise than upon full redemption, made in respect of any Notes, shall be made to the registered holder thereof or to their designated Agent as the same appear on the books of the Registrar on the 15th day of the month preceding the payment date. All such payments shall fully discharge the obligations of the Issuer in respect of such Notes to the extent of the payments so made. Payment of principal shall only be made upon surrender of the Notes to the Paying Agent. Section 11. Execution. Authentication and Delivery of the Notes. Upon the adoption of this Resolution, 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 Original 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. No Notes shall be authenticated and delivered by the Registrar, unless and until there shall have been provided the following: ♦ A certified copy of the resolution of Issuer approving the execution of a Loan Agreement and a copy of the Loan Agreement; ♦ A written order of Issuer signed by the Finance Director directing the authentication and delivery of the Notes to or upon the order of the Original Purchaser upon payment of the purchase price as set forth therein; ♦ The approving opinion of Ahlers & Cooney, P.C., Bond Counsel, concerning the validity and legality of all the Notes proposed to be issued. Section 12. Right to Name Substitute Paying Agent or Registrar. Issuer reserves the right to name a substitute, successor Registrar or Paying Agent upon giving prompt written notice to each registered Noteholder. -15- Section 13. Form of Note. Notes shall be printed in substantial compliance with standards proposed by the American Standards Institute substantially in the form as follows: -16- (1) (2) (3 4 (5 (9) (9a) (10) (Continued on the back of this Note) (11)(12)(13) (14) (15) FIGURE 1 (Front) -16- (10) (16) (Continued) FIGURE 2 (Back) -17- 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" "WATER REVENUE REFUNDING CAPITAL LOAN NOTE" "SERIES 2016D" Rate: Maturity: Note Date: June 16, 2016 CUSIP No.: "Registered" Note 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 U.S. Bank National Association, St. Paul, Minnesota, Paying Agent of this issue, or its successor, with interest on such sum from the date hereof until paid at the rate per annum specified above, payable on January 1, 2017, and semiannually thereafter on the Ist day of July and January 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 of the month preceding such interest payment date. This Note is issued pursuant to the provisions of Sections 384.24A and 384.83 of the City Code of Iowa, for the purpose of paying costs of refunding outstanding revenue obligations of the City, and in order to evidence the obligations of the Issuer under a certain Loan Agreement dated May 17, 2016, in conformity to a Resolution of the City Council of the City 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 or Bonds 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 U.S. Bank National Association, St. Paul, Minnesota, 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. This Note and the series of which it forms a part, other obligations ranking on a parity therewith, and any Additional Obligations which may be hereafter issued and outstanding from time to time on a parity with the Notes, as provided in the Note Resolution and Loan Agreement of which notice is hereby given and which are hereby made a part hereof, are payable from and secured by a pledge of the Net Revenues of the Water Utility (the "System"), as defined and provided in the Resolution. There has heretofore been established and the City covenants and agrees that it will maintain just and equitable rates or charges for the use of and service rendered by the System in each year for the payment of the proper and reasonable expenses of operation and maintenance of the System and for the establishment of a sufficient sinking fund to meet the principal of and interest on this series of Notes, and other Obligations ranking on a panty therewith, as the same become due. This Note is not payable in any manner by taxation and under no circumstances shall the City be in any manner liable by reason of the failure of the Net Revenues to be sufficient for the payment hereof. 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. IN TESTIMONY WHEREOF, the City by its City Council has caused this Note to be signed by the facsimile signature of its Mayor and attested by the facsimile signature of its Clerk, with the seal of the City printed hereon, and authenticated by the manual signature of an authorized representative of the Registrar, U.S. Bank National Association, St. Paul, Minnesota. Item 11, figure 1 = Date of Authentication: Item 12, figure 1 = This is one of the Notes described in the within mentioned -19- Resolution, as registered by U.S. Bank National Association U.S. Bank National Association, Registrar St. Paul, Minnesota By: Authorized Signature Item 13, figure 1 = Registrar and Transfer Agent: U.S. Bank National Association Paying Agent: U.S. Bank National Association SEE REVERSE FOR CERTAIN DEFINITIONS Item 14, figure I = (Seal) Item 15, figure I = (Signature Block) CITY OF IOWA CITY, STATE OF IOWA By: (facsimile signature) Mayor ATTEST: Item 17, figure 1 = (Assignment Block) (Information Required for Registration) -20- ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. within Note and does hereby irrevocably constitute and appoint attorney in fact to transfer the said Note on the books kept for registration of the within Note, with full power of substitution in the premises. Dated this day of SIGNATURE GUARANTEED 2016. (Person(s) executing here) IMPORTANT - READ CAREFULLY Assignment sign(s) 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 D 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 -21- 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 ALSO BE USED THOUGH NOT IN THE ABOVE LIST Section 14. Equality of Lien. The timely payment of principal of and interest on the Notes and Panty Obligations shall be secured equally and ratably by the Net Revenues of the System without priority by reason of number or time of sale or delivery; and the revenues of the System are hereby irrevocably pledged to the timely payment of both principal and interest as the same become due. Section 15. Application of Note Proceeds - Redemption and Current Refunding of Refunded Bonds. Proceeds of the Notes shall be applied as follows: ♦ No proceeds will be used to meet the Reserve Fund Requirement, $4,032,168.35 of proceeds shall be deposited in trust with the Treasurer for the payment of the Refunded Bonds and is irrevocably appropriated exclusively to the payment of principal of, interest on and premium, if any, due on the redemption thereof. Said amount shall be held separately from all other moneys or accounts, in cash or direct obligations of the United States, maturing on or before the Call Date of the Refunded Bonds, and is determined to be sufficient to retire on the designated Call Date all of such obligations, together with the interest thereon to the designated redemption date and premium thereon, if any, that may be payable on the redemption of the same. ♦ No proceeds shall be applied to pay the costs of issuance of the Notes. The Refunded Bonds are called and shall be redeemed as of the Call Date. The Clerk is hereby authorized and directed to cause notice of such redemption to be given in compliance with the terms of the Refunded Bonds. Any excess proceeds remaining on hand after completion of the purpose of issuance shall be used to call or otherwise retire Notes. Section 16. User Rates. There has heretofore been established and published as required by law, just and equitable rates or charges for the use of the service rendered by the System. The rates or charges shall be paid by the owner of each and every lot, parcel of real estate, or building that is connected with and uses the System, by or through any part of the System or that in any way uses or is served by the System. So long as the Notes are outstanding and unpaid the rates -22- or charges to consumers of services of the System shall be sufficient in each year for the payment of the proper and reasonable expenses of operation and maintenance of the System and for the payment of principal and interest on the Notes and Parity Notes and obligations as the same fall due, and to provide for the creation of reserves as hereinafter provided. Any revenues paid and collected for the use of the System and its services by the Issuer or any department, agency or instrumentality of the Issuer shall be used and accounted for in the same manner as any other revenues derived from the operations of the System. Section 17. Application of Revenues. From and after the delivery of any Notes, and as long as any of the Notes or Parity Obligations shall be outstanding and unpaid either as to principal or as to interest, or until all of the Notes and Parity Obligations then outstanding shall have been discharged and satisfied in the manner provided in this Resolution, the entire income and revenues of the System shall be deposited as collected in a fund to be known as the Water Revenue Fund (the "Revenue Fund"), and shall be disbursed only as follows: (a) Operation and Maintenance Fund. Money in the Revenue Fund shall first be disbursed to make deposits into a separate and special fund to pay current expenses. The fund shall be known as the Water Revenue Operation and Maintenance Fund (the "Operation and Maintenance Fund"). There shall be deposited in the Operation and Maintenance Fund each month an amount sufficient to meet the current expenses of the month plus an amount equal to 1/12th of expenses payable on an annual basis such as insurance. After the first day of the month, further deposits may be made to this account from the Revenue Fund to the extent necessary to pay current expenses accrued and payable to the extent that funds are not available in the Surplus Fund. (b) Sinking Fund. Money in the Revenue Fund shall next be disbursed to make deposits into a separate and special fund to pay the principal and interest requirements of the Fiscal Year on the Notes and Parity Obligations. The fund shall be known as the Water Revenue Note and Interest Sinking Fund (the "Sinking Fund"). The required amount to be deposited in the Sinking Fund in any month shall be the equal monthly amount necessary to pay in full the installment of interest coming due on the next interest payment date on the then outstanding Notes and Parity Obligations, plus the equal monthly amount necessary to pay in full the installment of principal coming due on such Notes on the next succeeding principal payment date until the full amount of such installment is on hand. If for any reason the amount on hand in the Sinking Fund exceeds the required amount, the excess shall forthwith be withdrawn and paid into the Revenue Fund. Money in the Sinking Fund shall be used solely for the purpose of paying principal of and interest on the Notes and Parity Obligations as the same shall become due and payable. (c) Reserve Fund. Money in the Revenue Fund shall be disbursed to maintain a debt service reserve in an amount equal to the Reserve Fund Requirement. Such fund shall be known as the Water Revenue Debt Service Reserve Fund (the "Reserve Fund"). In each month there shall be deposited in the Reserve Fund an amount equal to 25 percent of the amount required by this Resolution to be deposited in such month in the Sinking -23- Fund; provided, however, that when the amount on deposit in the Reserve Fund shall be not less than the Reserve Fund Requirement, no further deposits shall be made into the Reserve Fund except to maintain such level, and when the amount on deposit in the Reserve Fund is greater than the balance required above, such additional amounts shall be withdrawn and paid into the Revenue Fund. Money in the Reserve Fund shall be used solely for the purpose of paying principal at maturity of or interest on the Notes and Parity Obligations for the payment of which insufficient money shall be available in the Sinking Fund. Whenever it shall become necessary to so use money in the Reserve Fund, the payments required above shall be continued or resumed until it shall have been restored to the required minimum amount. (d) Subordinate Obligations. Money in the Revenue Fund may next be used to pay principal of and interest on (including reasonable reserves therefor) any other obligations which by their terms shall be payable from the revenues of the System, but subordinate to the Notes and Panty Obligations, and which have been issued for the purposes of extensions and improvements to the System or to retire the Notes or Panty Obligations in advance of maturity, or to pay for extraordinary repairs or replacements to the System. (e) Surplus Revenue. All money thereafter remaining in the Revenue Fund at the close of each month may be deposited in any of the funds created by this Resolution, to pay for extraordinary repairs or replacements to the System, or may be used to pay or redeem the Notes or Parity Obligations, any of them, or for any lawful purpose. Money in the Revenue Fund shall be allotted and paid into the various funds and accounts hereinbefore referred to in the order in which the funds are listed, on a cumulative basis on the 10th day of each month, or on the next succeeding business day when the 10th shall not be a business day; and if in any month the money in the Revenue Fund shall be insufficient to deposit or transfer the required amount in any of the funds or accounts, the deficiency shall be made up in the following month or months after payments into all funds and accounts enjoying a prior claim to the revenues shall have been met in full. The provisions of this Section shall not be construed to require the Issuer to maintain separate bank accounts for the funds created by this Section; except the Sinking Fund and the Reserve Fund shall be maintained in a separate account but may be invested in conjunction with other funds of the City but designated as a trust fund on the books and records of the City. Section 18. Outstanding Obligations. Nothing in this Resolution shall be construed to impair the rights vested in the Outstanding Obligations. The amounts herein required to be paid into the various funds named in this Resolution shall be inclusive of payments required in respect to the Outstanding Obligations. The provisions of the resolution or resolutions referred to in Section I of this Resolution and the provisions of this Resolution are to be construed wherever possible so that the same will not be in conflict. In the event such construction is not possible, the provisions of the resolution first adopted shall prevail until such time as the Notes authorized by the resolution have been paid in full or otherwise satisfied as therein provided at which time the provisions of this Resolution shall again prevail. -24- Section 19. Investments. All of the funds provided by this Resolution may be invested only in Permitted Investments or deposited in financial institutions which are members of the Federal Deposit Insurance Corporation or its equivalent successor, 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, 2015, 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 the purposes for which the fund was created or otherwise as herein provided but in no event maturing in more than three years in the case of the Reserve Fund. All income derived from such investments shall be deposited in the Revenue Fund and shall be regarded as revenues of the System. Investments shall at any time necessary be liquidated and the proceeds thereof applied to the purpose for which the respective fund was created. Section 20. Covenants Regarding the Operation of the System. The Issuer hereby covenants and agrees with each and every holder of the Notes and Panty Obligations: (a) Maintenance and Efficiency. The Issuer will maintain the System in good condition and operate it in an efficient manner and at reasonable cost. (b) Sufficiency of Rates. On or before the beginning of each Fiscal Year the Governing Body will adopt or continue in effect rates for all services rendered by the System determined to be sufficient to produce Net Revenues for the next succeeding Fiscal Year adequate to pay principal and interest requirements and create reserves as provided in this Resolution but not less than 110 percent of the principal and interest requirements of the Fiscal Year. No free use of the System by the Issuer or any department, agency or instrumentality of the Issuer shall be permitted except upon the determination of the Governing Body that the rates and charges otherwise in effect are sufficient to provide Net Revenues at least equal to the requirements of this subsection. (c) Insurance. That the Issuer shall maintain insurance for the benefit of the Noteholders on the insurable portions of the System of a kind and in an amount which normally would be carried by private companies engaged in a similar kind of business. The proceeds of any insurance, except public liability insurance, shall be used to repair or replace the part or parts of the System damaged or destroyed, or if not so used shall be placed in the Revenue Fund. (d) Accounting and Audits. The Issuer will cause to be kept proper books and accounts adapted to the System and in accordance with generally accepted accounting practices, and will diligently act to cause the books and accounts to be audited annually and reported upon not later than 180 days after the end of each Fiscal Year by an Independent Auditor and will provide copies of the audit report to the holders of any of the Notes and Panty Obligations upon request. The holders of any of the Notes and -25- Parity Obligations shall have at all reasonable times the right to inspect the System and the records, accounts and data of the Issuer relating thereto. (e) State Laws. The Issuer will faithfully and punctually perform all duties with reference to the System required by the Constitution and laws of the State of Iowa, including the making and collecting of reasonable and sufficient rates for services rendered by the System as above provided, and will segregate the revenues of the System and apply the revenues to the funds specified in this Resolution. (f) Property. The Issuer will not sell, lease, mortgage or in any manner dispose of the System, or any capital part thereof, including any and all extensions and additions that may be made thereto, until satisfaction and discharge of all of the Notes and Parity Obligations shall have been provided for in the manner provided in this Resolution; provided, however, that this covenant shall not be construed to prevent the disposal by the Issuer of property which in the judgment of its Governing Body has become inexpedient or unprofitable to use in connection with the System, or if it is to the advantage of the System that other property of equal or higher value be substituted therefor, and provided further that the proceeds of the disposition of such property shall be placed in a revolving fund to be used in preference to other sources for capital improvements to the System. Any such proceeds of the disposition of property acquired with the proceeds of the Notes or Parity Obligations shall not be used to pay principal or interest on the Notes or Parity Obligations or for payments into the Sinking or Reserve Fund. (g) Fidelity Bond. The Issuer shall maintain fidelity bond coverage in amounts which normally would be carried by private companies engaged in a similar kind of business on each officer or employee having custody of funds of the System. (h) Additional Charges. The Issuer will require proper connecting charges and/or other security for the payment of service charges. (i) Budget. The Governing Body of the Issuer shall approve and conduct operations pursuant to a system budget of revenues and current expenses for each Fiscal Year. Such budget shall take into account revenues and current expenses during the current and last preceding Fiscal Year. Copies of such budget and any amendments thereto shall be provided to the holders of any of the Notes upon request. Section 21. Remedies of Noteholders. Except as herein expressly limited the holder or holders of the Notes and Parity Obligations shall have and possess all the rights of action and remedies afforded by the common law, the Constitution and statutes of the State of Iowa, and of the United States of America, for the enforcement of payment of their Notes and interest thereon, and of the pledge of the revenues made hereunder, and of all covenants of the Issuer hereunder. Section 22. Prior Lien and Parity Obligations. The Issuer will issue no other notes, bonds or obligations of any kind or nature payable from or enjoying a lien or claim on the property or revenues of the System having priority over the Notes or Parity Obligations. -26- Additional Obligations may be issued on a parity and equality of rank with the Notes with respect to the lien and claim of such Additional Obligations to the revenues of the System and the money on deposit in the funds adopted by this Resolution, for the following purposes and under the following conditions, but not otherwise: (a) For the purpose of refunding any of the Notes or Parity Obligations which shall have matured or which shall mature not later than three months after the date of delivery of such refunding obligation and for the payment of which there shall be insufficient money in the Sinking Fund and the Reserve Fund; (b) For the purpose of refunding any outstanding Notes, Parity Obligations or general obligation notes or making extensions, additions, improvements or replacements to the System, if all of the following conditions shall have been met: (i) before any such Additional Obligations ranking on a parity are issued, there will have been procured and filed with the City Clerk, a statement of an Independent Auditor, independent financial consultant or a consulting engineer, not a regular employee of the Issuer, reciting the opinion based upon necessary investigations that the Net Revenues of the System for the preceding Fiscal Year (with adjustments as hereinafter provided) were equal to at least 1.25 times the maximum amount that will be required in any Fiscal Year prior to the longest maturity of any of the Notes or Parity Obligations for both principal of and interest on all Notes and Parity Obligations then outstanding which are payable from the net earnings of the System and the Additional Obligations then proposed to be issued. For the purpose of determining the Net Revenues of the System for the preceding Fiscal Year as aforesaid, the amount of the gross revenues for such year may be adjusted by an Independent Auditor, independent financial consultant or a consulting engineer, not a regular employee of the Issuer, so as to reflect any changes in the amount of such revenues which would have resulted had any revision of the schedule of rates or charges imposed at or prior to the time of the issuance of any such Additional Obligations been in effect during all of such preceding Fiscal Year. (ii) the Additional Obligations must be payable as to principal and as to interest on the same month and day as the Notes herein authorized. (iii) for the purposes of this Section, principal and interest falling due on the first day of a Fiscal Year shall be deemed a requirement of the immediately preceding Fiscal Year. _27_ (iv) for the purposes of this Section, general obligation bonds or notes shall be refunded only upon a finding of necessity by the Governing Body and only to the extent the general obligation bonds or notes were issued or the proceeds thereof were expended for the System. (v) for purposes of this Section, "preceding Fiscal Year" shall be the most recently completed Fiscal Year for which audited financial statements prepared by a certified public accountant are issued and available, but in no event a Fiscal Year which ended more than eighteen months prior to the date of issuance of Additional Obligations. Section 23. Disposition of Proceeds: Arbitrage Not Permitted. The Issuer reasonably expects and covenants that no use will be made of the proceeds from the issuance and sale of the Notes issued hereunder which will cause any of the Notes to be classified as arbitrage bonds within the meaning of Section 148(a) and (b) of the Internal Revenue Code of the United States, and that throughout the term of the Notes it will comply with the requirements of such statute and regulations issued thereunder. To the best knowledge and belief of the Issuer, there are no facts or circumstances that would materially change the foregoing statements or the conclusion that it is not expected that the proceeds of the 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. The Issuer covenants that it will treat as Yield Restricted any proceeds of the Notes remaining unexpended after three years from the issuance and any other funds required by the Tax Exemption Certificate to be so treated. If any investments are held with respect to the Notes and Panty Obligations, the Issuer shall treat the same for the purpose of restricted yield as held in proportion to the original principal amounts of each issue. The Issuer covenants that it will exceed any investment yield restriction provided in this Resolution only in the event that it shall first obtain an opinion of recognized bond counsel that the proposed investment action will not cause the Notes to be classified as arbitrage bonds under Section 148(a) and (b) the Internal Revenue Code or regulations issued thereunder. The Issuer covenants that it will proceed with due diligence to spend the proceeds of the Notes for the purpose set forth in this Resolution. The Issuer further covenants that it will make no change in the use of the proceeds available for the construction of facilities or change in the use of any portion of the facilities constructed therefrom by persons other than the Issuer or the general public unless it has obtained an opinion of bond counsel or a revenue ruling that the proposed project or use will not be of such character as to cause interest on any of the Notes not W to be exempt from federal income taxes in the hands of holders other than substantial users of the project, under the provisions of Section 142(a) of the Internal Revenue Code of the United States, related statutes and regulations. Section 24. 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 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 25. Discharge and Satisfaction of Notes. The covenants, liens and pledges entered into, created or imposed pursuant to this Resolution maybe fully discharged and satisfied with respect to the Notes and Parity Obligations, or any of them, in any one or more of the following ways: (a) By paying the Notes or Parity Obligations when the same shall become due and payable; and (b) By depositing in trust with the Treasurer, or with a corporate trustee designated by the Governing Body for the payment of the obligations and irrevocably appropriated exclusively to that purpose an amount in cash or direct obligations of the United States the maturities and income of which shall be sufficient to retire at maturity, or by redemption prior to maturity on a designated date upon which the obligations may be redeemed, all of such obligations outstanding at the time, together with the interest thereon to maturity or to the designated redemption date, premiums thereon, if any, that may be payable on the redemption of the same; provided that proper notice of redemption of all such obligations to be redeemed shall have been previously published or provisions shall have been made for such publication. Upon such payment or deposit of money or securities, or both, in the amount and manner provided by this Section, all liability of the Issuer with respect to the Notes or Parity Obligations shall cease, determine and be completely discharged, and the holders thereof shall be entitled only to payment out of the money or securities so deposited. Section 26. Resolution a Contract. The provisions of this Resolution shall constitute a contract between the Issuer and the holder or holders of the Notes and Parity Obligations, and after the issuance of any of the Notes no change, variation or alteration of any kind in the provisions of this Resolution shall be made in any manner, except as provided in the next -29- succeeding Section, until such time as all of the Notes and Parity Obligations, and interest due thereon, shall have been satisfied and discharged as provided in this Resolution. Section 27. Amendment of Resolution Without Consent. The Issuer may, without the consent of or notice to any of the holders of the Notes and Panty Obligations, amend or supplement this Resolution for any one or more of the following purposes: (a) to cure any ambiguity, defect, omission or inconsistent provision in this Resolution or in the Notes or Panty Obligations; or to comply with any application provision of law or regulation of federal or state agencies; provided, however, that such action shall not materially adversely affect the interests of the holders of the Notes or Parity Obligations; (b) to change the terms or provisions of this Resolution to the extent necessary to prevent the interest on the Notes or Panty Obligations from being includable within the gross income of the holders thereof for federal income tax purposes; (c) to grant to or confer upon the holders of the Notes or Parity Obligations any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the holders of the Notes; (d) to add to the covenants and agreements of the Issuer contained in this Resolution other covenants and agreements of, or conditions or restrictions upon, the Issuer or to surrender or eliminate any right or power reserved to or conferred upon the Issuer in this Resolution; or (e) to subject to the lien and pledge of this Resolution additional pledged revenues as may be permitted by law. Section 28. Amendment of Resolution Requiring Consent. This Resolution may be amended from time to time if such amendment shall have been consented to by holders of not less than two-thirds in principal amount of the Notes and Parity Obligations at any time outstanding (not including in any case any Notes which may then be held or owned by or for the account of the Issuer, but including such refunding obligations as may have been issued for the purpose of refunding any of such Notes if such refunding obligations shall not then be owned by the Issuer); but this Resolution may not be so amended in such manner as to: (a) Make any change in the maturity of interest rate of the Notes, or modify the terms of payment of principal of or interest on the Notes or any of them or impose any conditions with respect to such payment; (b) Materially affect the rights of the holders of less than all of the Notes and Panty Obligations then outstanding; and (c) Reduce the percentage of the principal amount of Notes, the consent of the holders of which is required to effect a further amendment. -30- Whenever the Issuer shall propose to amend this Resolution under the provisions of this Section, it shall cause notice of the proposed amendment to be filed with the Original Purchaser and to be mailed by certified mail to each registered owner of any Note as shown by the records of the Registrar. Such notice shall set forth the nature of the proposed amendment and shall state that a copy of the proposed amendatory Resolution is on file in the office of the City Clerk. Whenever at any time within one year from the date of the mailing of the notice there shall be filed with the City Clerk an instrument or instruments executed by the holders of at least two-thirds in aggregate principal amount of the Notes then outstanding as in this Section defined, which instrument or instruments shall refer to the proposed amendatory Resolution described in the notice and shall specifically consent to and approve the adoption thereof, thereupon, but not otherwise, the Governing Body of the Issuer may adopt such amendatory Resolution and such Resolution shall become effective and binding upon the holders of all of the Notes and Parity Obligations. Any consent given by the holder of a Note pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the instrument evidencing such consent and shall be conclusive and binding upon all future holders of the same Note during such period. Such consent may be revoked at any time after six months from the date of such instrument by the holder who gave such consent or by a successor in title by filing notice of such revocation with the City Clerk. The fact and date of the execution of any instrument under the provisions of this Section may be proved by the certificate of any officer in any jurisdiction who by the laws thereof is authorized to take acknowledgments of deeds within such jurisdiction that the person signing such instrument acknowledged before him the execution thereof, or may be proved by an affidavit of a witness to such execution sworn to before such officer. The amount and numbers of the Notes held by any person executing such instrument and the date of his holding the same may be proved by an affidavit by such person or by a certificate executed by an officer of a bank or trust company showing that on the date therein mentioned such person had on deposit with such bank or trust company the Notes described in such certificate. Section 29. Severability. If any section, paragraph, or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions. Section 30. 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 approved and incorporated by reference as part of this Resolution and made a part hereof and the Mayor and City Clerk are hereby authorized to execute and deliver the same at issuance of the Notes. 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 -31- 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 31. Reveal of Conflicting Ordinances or Resolutions and Effective Date. All other ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this Resolution are, to the extent of such conflict, hereby repealed; and this Resolution shall be in effect from and after its adoption. ADOPTED AND APPROVED this 17 day of May, 2016. ATTEST: ,e- 7� City'Clerk M or -32- 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 $3,650,000 Water Revenue Refunding Capital Loan Notes, Series 2016D (the "Notes") dated June 16, 2016. The Notes are being issued pursuant to a Resolution of the Issuer approved on May 17, 2016 (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 Financial Information" shall mean financial information or operating data of the type included in the final Official Statement, provided at least annually 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, 1300 I Street NW, Suite 1000, Washington, DC 20005. "National Repository" shall mean the MSRB's Electronic Municipal Market Access website, a/k/a "EMMA" (emma.msrb.org). "Official Statement" shall mean the Issuer's Official Statement for the Notes, dated , 2016. "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 Financial Information. 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 information for the 2015/2016 fiscal year, provide to the National Repository an Annual Financial Information filing consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Financial Information filing must be submitted in such format as is required by the MSRB (currently in "searchable PDF" format). The Annual Financial Information filing may be submitted as a single document or as separate documents comprising a package. The Annual Financial Information filing 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 Financial Information filing and later than the date required above for the filing of the Annual Financial Information 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 the Annual Financial Information 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 Exhibit A. c) The Dissemination Agent shall: i. each year file Annual Financial Information 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 Financial Information has been filed pursuant to this Disclosure Certificate, stating the date it was filed. Section 4. Content of Annual Financial Information. The Issuer's Annual Financial Information filing 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 2 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 Annual Financial Information is required to be filed pursuant to Section 3(a), the Annual Financial Information filing shall contain unaudited financial statements of the type included in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Financial Information when they become available. b) A table, schedule or other information prepared as of the end of the preceding fiscal year, of the type contained in the final Official Statement under the captions "Water System Rates and Charges'; "Larger Water System Customers"; "Water System Customers by Classification" and "Sales History and Water System Charges". 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, 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 10 Business Days after the day of the occurrence of the event: i. Principal and interest payment delinquencies; ii. Non-payment related defaults, if material; iii. Unscheduled draws on debt service reserves reflecting financial difficulties; iv. Unscheduled draws on credit enhancements relating to the Notes reflecting financial difficulties; v. Substitution of credit or liquidity providers, or their failure to perform; vi. 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; vii. Modifications to rights of Holders of the Notes, if material; viii. Note calls (excluding sinking fund mandatory redemptions), if material, and tender offers; ix. Defeasances of the Notes; x. Release, substitution, or sale of property securing repayment of the Notes, if material; xi. Rating changes on the Notes; xii. Bankruptcy, insolvency, receivership or similar event of the Issuer; xiii. 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 xiv. 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 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. 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. 4 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 Financial Information filing, 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. 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 Financial Information filing 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 Financial Information filing 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 Financial Information filing 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 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. Th Dissemination Agent shall have only such duties as are specifically set forth in 's Disclosure Certificate, anyi the Issuer agrees to indemnify and save the Dissemination A t, its officers, directors, empl ees and agents, harmless against any loss, expense and lia ities which it may incur arising out or in the exercise or performance of its powers and d ies hereunder, including the costs nd expenses (including attorneys' fees) of defendi against any claim of liability, but excludin liabilities due to the Dissemination Agent's n gligenc, or willful misconduct. The oblig tions of the Issuer under this Section shall urvive resignation or removal of the Dissemination Ag rt and payment of the Notes. Section 12. Benefici 'es. This Disclosure Certificat shall inure solely to the benefit of the Issuer, the Dissemination gent, the Participating Und riters and Holders and Beneficial Owners from time to time of th Notes, and shall create ) rights in any other person or entity, Date: % -7444— day of %i2P 016. ATTEST: OF IOWA CITY, STATE OF IOWA By: Nwyor 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 acrd 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: 16th day of ,Tune 12016, ATTEST: By:�u, City Clerk, 6 CITY OF IOWA CITY, STATE OF IOWA G f' Mayor EXHIBIT A NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL FINANCIAL INFORMATION Name of Issuer: City of Iowa City, Iowa. Name of Note Issue: $ Water Revenue Refunding Capital Loan Notes, Series 2016D Dated Date of Issue: June 16, 2016 NOTICE IS HEREBY GIVEN that the Issuer has not provided Annual Financial Information 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 Financial Information will be filed by Dated: day of 20 CITY OF IOWA CITY, STATE OF IOWA By: Its: 01231510-1\10714-124 TAX EXEMPTION CERTIFICATE afi CITY OF IOWA CITY, COUNTY OF JOHNSON, STATE OF IOWA, ISSUER $3,650,000 Water Revenue Refunding Capital Loan Notes, Series 2016D 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..........................................................................................................................1 ARTICLEI DEFINITIONS.........................................................................................................1 ARTICLE II SPECIFIC CERTIFICATIONS, REPRESENTATIONS AND AGREEMENTS.................................................................................................................4 Section 2.1 Authority to Certify and Expectations.........................................................4 Section 2.2 Receipts and Expenditures of Sale Proceeds...............................................7 Section 2.3 Purpose of Bonds.........................................................................................7 Section 2.4 Facts Supporting Tax -Exemption Classification.........................................7 Section 2.5 Facts Supporting Temporary Periods for Proceeds.....................................8 Section 2.6 Resolution Funds at Restricted or Unrestricted Yield.................................8 Section 2.7 Pertaining to Yields........ ...........10 ARTICLE III REBATE..............................................................................................................11 Section3.1 Records......................................................................................................11 Section3.2 Rebate Fund...............................................................................................11 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..................................................................13 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.............................................................................17 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...............................................................18 Section6.4 Amendments..............................................................................................18 ARTICLE VII FURTHER CERTIFICATIONS WITH RESPECT TO REFUNDING BONDS..............................................................................................................................19 EXHIBIT"A1l..............................................................................................................................20 EXHIBIT"B"..............................................................................................................................22 TAX EXEMPTION CERTIFICATE CITY OF IOWA CITY, STATE OF IOWA THIS TAX EXEMPTION CERTIFICATE made and entered into on June 16, 2016, 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 $3,650,000 Water Revenue Refunding Capital Loan Notes, Series 2016D (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 $3,650,000 aggregate principal amount of Water Revenue Refunding Capital Loan Notes, Series 2016D, 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 sball 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 when used in computing the present value of all payments of principal and interest to be paid on the Bonds, 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. "Financial Advisor" means Public Financial Management, Inc. • "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 Reserve Fund, 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 $4,032,168.35. "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 refunding outstanding revenue obligations of the City as more fully described in the Resolution. • "Project Fund" shall mean the fund into which a portion of the Proceeds that will be used, together with interest earnings thereon, to pay the principal, interest and redemption premium, if any, on the Refunded Bonds. • "Purchasers" means Hutchinson, Shockey Erley & Co., of Chicago, Illinois, 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 $4,085,000 of the $7,115,000 Water Revenue Refunding Capital Loan Notes, Series 2008D dated October 15, 2008. • "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 17, 2016, 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. • "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 yield, weighted average maturity, and certain other facts concerning the price 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 amounts reasonably required in a reserve fund, the certifications of the Financial Advisor as set forth in Exhibit B hereto, (6) with respect to Bond Yield, review of the Verification Certificate, and (7) with respect to the amount of governmental and qualified 501(c)(3) 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 5 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) 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. (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. 0 (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 totaling $4,032,168.25 (par of $3,650,000 plus re -offering premium of $382,168.35), less underwriter's discount of $15,083.11, received at Closing in the amount of $4,017,085.24 are expected to be deposited and expended as follows: (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) $ -0- 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; and (c) $4,017,085.24 will be used together with funds transferred from the Reserve Fund on the Refunded Bonds in the amount of $67,914.76 to pay the principal, interest and redemption premium, if any, on the Refunded Bonds; and (d) $-0- will be deposited into the Reserve Fund. 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 were 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 7 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 were used directly or indirectly to make or finance loans to persons other than governmental units. 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 Issuer has complied with and will continue to comply with all rebate requirements applicable to the Refunded Bonds. 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 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. (e) A Reserve Fund is established to secure the Bonds, however, the Issuer does not expect that principal of or interest on the Bonds will be paid from the Reserve Fund. Monies in the Reserve Fund will not be accumulated except to a reasonable extent. Within one year of receipt, earnings upon the investment of the Reserve Fund monies will be commingled with other revenues from the operations of the Issuer which are substantial in amount for accounting and expenditure. (t) The amounts on deposit in the Reserve Fund will at all times be equal to or less than the Allowable Reserve Fund Amount. However, if the amount in the Reserve Fund exceeds the Allowable Reserve Fund Amount, such excess must be invested at a yield no higher than the Bond Yield or will be invested in Tax Exempt Obligations. (g) For purposes of Subsections (e) and (f), the following terms shall have the meanings set forth below: (1) "Allowable Reserve Fund Amount" as described in Regulation 1.148-2(t)(2) means an amount equal to the lesser of (10) percent of the stated principal amount of the Bonds, the maximum annual principal and interest coming due on the Bonds, or 125% of the average annual principal and interest coming due on the Bonds. The Allowable Reserve Fund Amount is computed to be $403,217. 0 (2) "Reserve Fund" means that portion of the Revenue Fund as described in the Resolution. (h) The Bond Fund and the Reserve Fund are funds which either (a) are reasonably expected to be used to pay debt service on the Bonds and Panty Bonds, or (b) are pledged to the payment of debt service on the Parity Bonds should other sources prove insufficient. The Bond Fund is a "sinking fund" as defined in Regulation 1.148- 1(c)(2). The Bond Fund and the Reserve Fund apply to two or more issues, and each fund in the aggregate shall be referred to as a "Commingled Fund". Each Commingled Fund shall be allocated among the various issues of Bonds and Parity Bonds according to the methods described below. (i) For purposes of Subsection (h), the following terms shall have the meanings set forth below: (1) "Bond Fund Allocation Factor" shall be determined by dividing the original face amount of the Bonds, $3,650,000, by the sum of the original face amounts of all outstanding Panty Bonds. (2) "Panty Bonds" means the Bonds, and all other outstanding bonds of the Issuer ranking on a parity with the Bonds as set forth in the Resolution. (3) "Reserve Fund Allocation Factor" shall be determined by dividing the original principal amount of the Bonds, $3,650,000 by the sum of the original face amounts of all outstanding Parity Bonds. A portion of the investments in each Commingled Fund and earnings thereon shall be allocated to the Bonds by applying a certain percentage (the "Series 2016D Share") of the market value of the investments in the applicable Commingled Fund. Each time an issue of Parity Bonds is no longer outstanding and each time additional Parity Bonds are issued, the Issuer shall calculate the Series 2016D Share for the Bond Fund and Reserve Fund. The Series 2016D Share is determined for each Commingled Fund by applying the Bond Fund Allocation Factor and the Reserve Fund Allocation Factor, as applicable. Each time it shall be necessary to determine the earnings on the Bond Fund or the Reserve Fund, the Issuer shall multiply the eamings for the applicable Commingled Fund by the applicable Series 2016D Share. The Issuer may, at any time, use any other allocation method for the Reserve Fund or the Bond Fund allowed by Regulation 1.148-6(e)(6). 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 10 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. (b) Qualified guarantees have not been used in computing yield. (c) The Bond Yield has been computed as not less than 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) hi 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. (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. 11 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: Six Month Exception The Gross Proceeds of the Bonds are expected to be fully expended for the governmental purposes for which the Bonds were issued no later than six months after the date of issue. If contrary to the reasonable expectations of the Issuer, the Gross Proceeds are not expended within six months, the Issuer will comply with the arbitrage rebate requirements of the Code. Election with respect to Reserve Fund earnings. The Issuer elects pursuant to Code Section 148(f)(4)(C)(vi)(N) to exclude earnings on the Reserve Fund from ACP and to comply with the rebate requirements from the Closing Date. 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 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 12 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, the Reserve 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: 13 (1) 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 date of deposit into the Reserve Fund, or the Closing Date if different from the purchase date. (2) 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 Denosit (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 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 15 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)(B)(I) 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). T61 (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. 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. 17 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 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 Proceeds of the Refunding Bonds will be used for a current refunding and the Refunding Bonds are issued not more than 90 days before the last expenditure of any Proceeds of the Refunding Bonds for payment of debt service on the Refunded Bonds. The Proceeds of the Refunding Bonds will be invested in materially higher yield acquired obligations for a temporary period of not to exceed 90 days. (e) No Proceeds of the Refunded Bonds remain unspent. No sinking 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. IN WITNESS WHEREOF, the Issuer has caused this Certificate to be executed by its duly authorized officer, all as of the day first above written. (SEAL) 1 '1 Finance Director, City of Iowa City, State of Iowa 19 Holding page for Exhibit "A" Holding page for Exhibit "B" CERTIFICATE STATE OF IOWA ) COUNTY OF JOHNSON SS ) 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 records of the City showing proceedings of the 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 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 Council hereto affixed this 17 th day of May 2016. City Merk, City of Iowa City, State of Iowa (SEAL) 01237715-1\10714-121 Late Handouts CouncMember moved that the form of Tax Exemption 51�-711 W Certificate be p aced on file and approved. Council Member seconded the motion and t roll being called thereon, the vote was as follows: n NAYS: Council Member Certificate be placed on file and apl the motion and the roll being called AYES: NAYS: moved tha a form of Continuing Disclosure Council Memb seconded , the vote w as follows: C/TER er intro "A RESOP VING AND AUTHORIZIN A AND AUAND PROVIDING FOR THE IS PAYME,000 WATER REVENUE REF SERIES E CITY OF IOWA CITY, STATE PROVISCITY CODE OF IOWA, AND PRPAYMEOTES ", and moved its adoption. C seconded the motion to adopt. The -4- ced the following Resolution entitled FORM OF LOAN AGREEMENT ANCE AND SECURING THE G CAPITAL LOAN NOTES, IOWA, UNDER THE O ING FOR A METHOD OF Co '1 Member rot as called and the vote was: AYES: YS: Whereupon\he Mayor declared the following Resolution duly adopted: A RES UTION APPROVING AND AUTHORIZ A FORM OF LOA AGREEMENT AND AUTHORIZING D PRO VID G FOR THE ISSUANCE AND SEC ING THE PAY MEN OF $3,650,000 WATER REVE E REFUNDING CAPITAL L AN NOTES, SERIES 2016 , OF THE CITY OF IOWA CITY, TATE OF IOWA, UND THE PROVISIONS OF THE CITY CO E OF IOWA, AND OVIDING FOR A METHOD OF P YMENT OF TH NOTFS WHEREAS, the City Coukj hereinafter referred to as the "Issue services which are and will continue sometimes hereinafter referred to as are available for the payment of Way subject to the following premises;An of the Ay of Iowa City, State of Iowa, sometimes has )f re established charges, rates and rentals for o b collected as system revenues of the Water Utility, "System", and the revenues have not been pledged and r evenue Refunding Capital Loan Notes, Series 2016D, WHEREAS, Issuer pr oses to issu\ing r Revenue Refunding Capital Loan Notes, Series 2016D, to the extent f $3,650,000 fpose of defraying the costs of the project as set forth in Section 3 of 's Resolution; andmed necessary and advisable and in the best interests of the City 7thaa form of Loan Age approved and authorized; and WHEREASre have been heretod certain Water Revenue bonds, notes or other obligations, art of which remain outsd are a lien on the net revenues of the System (defined erein as the "Outstanding s"); and WH EAS, in the Resolution authorizing the is is provide hat additional revenue notes or bonds may Outstand' g Obligations, for the costs of future improverr refundi g outstanding obligations, provided that there has the C rk, a statement complying with the conditions and issydnce of Parity Obligations; and -5- of the Outstanding Obligations it ed on a panty with the and extensions to the System or i procured and placed on file with stions therein imposed upon the lnd,�WHEREA, a statement of Jon Burmeister of Public Financial Management, an Indep dent FinancSial Consultant not in the regular employ of Issuer, has been placed on file in the offi of the Clerk, showing the conditions and limitations of the Resolutions, dated April 20, 2009 and une 5, 2012, with regard to the sufficiency of the revenues of the System to permit the issuance o dditional Revenue Notes or Bonds ranking on a parity with the Outstanding Obligations t have been met and satisfied as required; and WHE S, the notice of intention of Issuer to take action for the ' suance of $3,650,000 Water Revenue R funding Capital Loan Notes, Series 2016D, has here ore been duly published and no o 'ections to such proposed action have been filed nd the Issuer desires to proceed with the issu cc of $3,650,000 Water Revenue Refundi General Obligation Capital Loan Notes, Series 20 D: NOW, THEREFO E, BE IT RESOLVED BY T CITY COUNCIL OF THE CITY OF IOWA CITY, IN THE OUNTY OF JOHNSON, ATE OF IOWA: Section 1. Definitions. a following to shall have the following meanings in this Resolution unless the text expres y or by neces implication requires otherwise: • "Additional Obligati s" shpff mean any water revenue notes or bonds issued on a parity with the Notes in accor with the provisions of this Resolution. "Authorized DenomirdtiAs" shall mean $5,000 or any integral multiple thereof. "Beneficial Own ' shall me the person in whose name such Note is recorded as the beneficial owner f a Note by a articipant on the records of such Participant or such person's subrog "Call Dat shall mean July 1, 2016, n which date the Refunded Bonds shall be redeemed and p id. • "Ce & Co." shall mean Cede & Co., the ominee of DTC, and any successor nominee o DTC with respect to the Notes. ark" shall mean the City Clerk, or such otheo icer of the successor Body as shall be charged with substantially tl same duties and • "Continuing Disclosure Certificate" shall mean that c ain Continuing Disclosure ertificate executed by the Issuer and dated the date of issuan and delivery of the Notes, as originally executed and as it may be amended from ti a to time in accordance with the terms thereof. • "Depository Notes" shall mean the Notes as issued in the fo 'of one global certificate for each maturity, registered in the Registration Books matained by the Registrar in the name of DTC or its nominee. "DTC" shall mean The Depository Trust Company, New York, New York, a Purpose trust company, or any successor book -entry securities depository ed for the Notes. •"Fiscal Year" shall mean the twelve-month period begiiming on July 1 of each year ending on the last day of June of the following year, or any other cons utive twelve- on period adopted by the Governing Body or by law as the officia accounting period of e System. Requirements of a Fiscal Year as expressed in this solution shall exclude an ayment of principal or interest falling due on the fust day the Fiscal Year and include payment of principal or interest falling due on the fir day of the succeeding Fisc 1 Yeai, except to the extent of any conflict with t terms of the Outstanding Bon while the same remain outstanding. "Governing Y d " shall mean the City Council of e City, or its successor in function with respect t the operation and control of the velem _ • "Independent Au Vaan indep dent firm of Certified Public Accountants or the Auditor • "Issuer" and "City" of Iowa City, State of Iowa. • "Loan Agreement" sAgreement between the Issuer and a lender or lenders in substantially to and approved by this Resolution. • "Net Revenues" shall mea os earnings of the System after deduction of current expenses; "Current Exp, es" sha mean and include the reasonable and necessary cost of operating, m ntammg, re airing and insuring the System, including purchases at wholesale, if an , salaries, wage and costs of materials and supplies but excluding depreciation and/principal of and in rest on the Notes and any Parity Obligations or payments o the various funds es blished herein; capital costs, depreciation and intere or principal payments not System expenses. "Notes" sh0 mean $3,650,000 Water Reven a Refunding Capital Loan Notes, Series 2016D, aui1horized to be issued by this Resolutr n. • "OriVal Purchaser" shall mean the purchaser of�he Notes from Issuer at the time of their ori�r a] issuance. " utstanding Obligations" shall mean the Water Reve ue Refunding Capital Loan otes dated May 18, 2009, issued in accordance with Re ]urion adopted Ap ' 20, 2009, $6,870,000 of which obligations are still outstan 'ng and unpaid and re ain a lien on the Net Revenues of the System, and Water Reve ue Refunding Bonds ated June 20, 2012, issued in accordance with Resolution adopted une 5,20I2,$3,565, 00 of which obligations are still outstanding and unpaid and emain alien on the Net Revenues of the System. -7- "Parity Obligations" shall mean water revenue notes, bonds or other obligations e solely from the Net Revenues of the System on an equal basis with the Notes authorized to be issued, and shall include Additional Obligations as authorized to ed under the terms of this Resolution and the Outstanding Obligations. / "Participants" shall mean those broker-dealers, banks and other finan 'al institut ns for which DTC holds Notes as securities depository. "P 'ng Agent" shall mean City Controller, or such successo as may be approved by Issuer as rovided herein and who shall carry out the duties pr cribed he as Issuer's agent provide for the payment of principal of and in rest on the Notes as the same shall beco a due. "Permitted ■ direct form on the 1 America; ■ obligations represent full faith shall mean: ttions of (including ob 'gations issued or held in book entry of) the DepartmentPf the Treasury of the United States of — Export - - Farm Cr of thefi5llowing federal agencies which obligations edit the United States of America, including: Bank stem Financial Assistance Corporation — VJLt1 Ural Le{ — Gene al Services — IT TA1T_:4:..... n. — SAall Business Admi overnment National\tion ssociation (GNMA) /—Federal .S. Department of Hban Development (FHA's) Housing Admepurchase agreements whosecollateral consists of the lents set out above if the Issuvery of the collateral either or through an authorized cuschase agreements do not reverse repurchase agreemen ■ senior debt obligations rated "AAA" by Standar & Poor's Corporation (S&P) or "Aaa" by Moody's Investors Service Inc. (Moo 's) issued by the Federal National Mortgage Association or the Federal Ho Loan Mortgage Corporation; ■ U.S. dollar denominated deposit accounts, federal funds d banker's acceptances with domestic commercial banks which have a rating n their short- term certificates of deposit on the date of purchase of "A-1" or "A-1 " by S&P or "P-1 " by Moody's and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); ■ commercial paper which is rated at the time of purchase in the single highest classification, "A-1+" by S&P or "P-1" by Moody's and whichxgatu not more than 270 days after the date of purchase; / investments in a money market fund rated "AAAm" or " G" or by S&P, or "AAA" or "AA" by Moody's Investors Se 'ces, Inc.; ■ re -refunded municipal obligations, defined as bonds or other obligati ns of any state of the United States of Am a or of any agency, instr'in ality or local governmental unit of any s ch state which are not callable at a option of the obligor prior to maty or as to which irrevocable instructions ve been given by the obligor to all on the date specified in the notice; and (a) which are rated, based on a 91frrevocable escrow account or fund (the "escrow"), the highest rating cate ry of S&P or Moody's or any successors theret • or (b)(i) which are Hy secured as to principal and interest and redemption pre i obligations of the De which escrow may be interest and redemntic the maturity date or dates pursuant to such irrevoca sufficient, as verified b a accountant, to pay p .. cip the bonds or other q}�ligati dates specified in e irrev ■ tax exofnut bonds as I any, by n escrow consisting only of cash or direct lent of e Treasury of the United States of America, ied o y to the payment of such principal of and m' m, if any, on such bonds or other obligations on reof or the specified redemption date or dates instructions, as appropriate; and (ii) which escrow is n ionally recognized independent certified public al o and interest and redemption premium, if any, on ons scribed in this paragraph on the maturity date or ocabl instructions referred to above, as appropriate; Revenue C de and applicable regi classifica 'ons as established by at approv by the superintendent of 17A 96de of Iowa; permitted by section 148 of the Internal is and only if rated within the two highest one of the standard rating services 'fig by rule adopted pursuant to chapter ■ an investment contract rated within th two highest classifications as tablished by at least one of the standard rati services approved by the superintendent of banking by rule adopted purs nt to chapter 17A Code of Iowa; and ■ Iowa Public Agency Investment Trust. • "Project Fund" shall mean the fund into which a portion f the proceeds that will be used, together with interest earnings thereon, to pay the princip 1, interest and redemption premium, if any, on the Refunded Bonds. "Refunded Bonds" shall mean $4,085,000 of the $7,115,000 Water Revenue ing Capital Loan Notes, Series 2008D dated October 15, 2008. "Registrar" shall mean U.S. Bank National Association of St. Paul, Minnesota, or such uccessor as may be approved by Issuer as provided herein and who shall carry out the du 'es prescribed herein with respect to maintaining a register of the owners of the Notes.nless otherwise specified, the Registrar shall also act as Transfer Agent for the Notes. • "Re esentation Letter" shall mean the Blanket Issuer Letter/ofepresentations executed and elivered by the Issuer to DTC on file with DTC. "Reserve'and Requirement" shall mean an amount e 1 to the lesser of (a) the maximum annual ount of the principal and interest comi due on the Notes and Parity Obligations; (b) 10 0 of the stated principal amount of th otes and Parity Obligations or (c) 125% of the a age annual principal and interes coming due on the Notes and Parity Obligations. F purposes of this definition: "issue price" shall be substituted for "stated principal ardunt" for issues with origi issue discount or original issue premium of more than a e minimus amount an (2) stated principal amount shall not include any portion of an sue refunded or ad ante refunded by a subsequent issue. "Resolution" shall meXn this resoIion authorizing the issuance of the Notes. • "System" shall mean the at f Utility of the Issuer and all properties of every nature hereinafter owned by the Is er comprising part of or used as a part of the System, including all improvements and e t sions made by Issuer while any of the Notes or Panty Obligations remain outst din • all real and personal property; and all appurtenances, contracts, leas s, franc 'ses and other intangibles. • "Tax Exemption C rtificate" shall can the Tax Exemption Certificate executed by the Finance Director d delivered at the\toror ance and delivery of the Notes. • "Treasurer" s 11 mean the Finance uch other officer as shall succeed to the same duties d responsibilities with e recording and payment of the Notes issued here der. "Yield estricted" shall mean requirsted at a yield that is not materially hi er than the yield on the Notei 148 (a) of the Internal Revenue C e or regulations issued thereun Section 7. Authority. The Loan Agreement and the Notes au onzed by this Resolution shall be issue pursuant to Sections 384.24A, 384.82 and 384.83, of th City Code of Iowa, and in complian with all applicable provisions of the Constitution and law of the State of Iowa. The Loan greement shall be substantially in the form attached to this Re olution and is authorize to be executed and issued on behalf of the Issuer by the Mayor a d attested by the City Cl rk. -10- Sect- n 3. Authorization and Pu ose. There are hereby authorized to be issued, negotiable, se al, fully registered Revenue Notes of the City of Iowa City, in the County of Johnson, State f Iowa, in the aggregate amount of $3,650,000 for the purpose of paying costs of refunding outst ding revenue obligations of the City. Section 4. urce of Pa ent. The Notes herein authorized and Parity Notes and Parity Obligations and the i terest thereon shall be payable solely and only out of the net earnings of the System and shall b a first lien on the future Net Revenues of the System. The Notes shall not be general obligatio of the Issuer nor shall they be payable in any manner by taxation and the Issuer shall be in no nner liable by reason of the failure of the net revenues to be suMcieni for the payment of the NotN. Section 5. Note Detail Water Revenue Refunding Capital Loan Note cries 2016D, of the City in the amount of $3, 0,000, shall be issued to evidence the obli tions of the Issuer under the Loan Agreement pursu t to the provisions of Sections 384.24 , 384.82 and 384.83 of the City Code of Iowa for the afores id purpose. The Notes shall be 4Zignated 13,650,000 WATER REVENUE REFUNDING ITAL LOAN NOTES, S ES 20161)", be dated June 16, 2016, and bear interest from the dat thereof, until payment ereof, at the office of the Paying Agent, such interest payable on J nary 1, 2017, and miannually thereafter on the 1 st day of July and January in each year until aturityat the r es hereinafter provided. The Notes shall be executed by the m ual or csimile signature of the Mayor and attested by the manual or facsimile signature o e ity Clerk, and impressed or printed with the sea] of the City and shall be fully registered as to oth principal and interest as provided in this Resolution; principal, interest and premium, i y, hall be payable at the office of the Paying Agent by mailing of a check to the registere owner the Note. The Notes shall be in the denomination of $5,000 or multiples ther f. The Not shall mature and bear interest as follows: Principal Amount Interest Rate Maturity July Ist $380,000 5.000% 7 $405,000 5.000% 8 $420,000 5.000% 9 $445,00 5.000% 0 $465, 0 5.000% 1 \20 $49 ,000 5.000% 2 $5 0,000 1.500% 3 25,000 1.750% 4 6. Redemption. The Notes are not subject to redemption prior maturity. -11- a 7. Issuance of Notes in Book -Entry Form; Replacement Notes (a)Notwithstanding the other provisions of this Resolution regarding registration, ownership, t nsfer, payment and exchange of the Notes, unless the Issuer determines to permit the exchange Depository Notes for Notes in the Authorized Denominations, the Notes shall be issued as Depos ory Notes in denominations of the entire principal amount of each maturity of Notes (or, if a po 'on of the principal amount is prepaid, the principal amou less the prepaid amount); and such epository Notes shall be registered in the name of Ce & Co., as nominee of DTC. Payment ofemi-annual interest for any Depository Note shal a made by wire transfer or New York Clearing Ouse or equivalent next day funds to the ac unt of Cede & Co. on the interest payment date fo the Notes at the address indicated in or rsuant to the Representation Letter. (b) With respect to epository Notes, neither t Issuer nor the Paying Agent shall have any responsibility or oblig ion to any Participant to any Beneficial Owner. Without limiting the immediately precedin sentence, neither t e to nor the Paying Agent shall have any responsibility or obligation wit respect to (i) t accuracy of the records of DTC or its nominee or of any Participant with re ect to any wnership interest in the Notes, (ii) the delivery to any Participant, any Benefi 'al Own or any other person, other than DTC or its nominee, of any notice with respect to th No s, (iii) the payment to any Participant, any Beneficial Owner or any other person, oth han DTC or its nominee, of any amount with respect to the principal of, premium, if an , r interest on the Notes, or (iv) the failure of DTC to provide any information or notification n be alf of any Participant or Beneficial Owner. The Issuer and the Paying A ent may IreNall TC or its nominee as, and deem DTC or its nominee to be, the absolute owner f each Notehe purpose of payment of the principal of, premium, if any, and interest on uch Note, for trpose of all other matters with respect to such Note, for the purpose of r gistering transferespect to such Notes, and for all other purposes whatsoever (excep or the giving of coteholder consents, in accordance with the practices and procedur of DTC as maybe cab a thereto). The Paying Agent shall pay all principal of, premium if any, and interest onote only to or upon the order of the noteholders as shown o the Registration Booksall su payments shall be valid and effective to fully satin and discharge the Issuerligation with respect to the principal of, premium, if any, aninterest on the Notes to thent so pai Notwithstanding the provisions of this Resolution the contrary (including withlimitation t ose provisions relating to the surrender of Not registration thereof, and issuin Authoriz Denominations), as long as the Notes are D pository Notes, full effect shall ven to the Re resentation Letter and the procedures a practices of DTC thereunder, andPaying Agent all comply therewith. (c) Upon (i) a determination by the Issuer that DTC is no to er able to cavy out its function or is otherwise determined unsatisfactory, or (ii) a determinatio by DTC that the Notes a e no longer eligible for its depository services or (iii) a determinat n by the Paying Agent hat DTC has resigned or discontinued its services for the Notes, if su h substitution is auth 'zed by law, the Issuer shall (A) designate a satisfactory substitute dep itory as set forth be w or, if a satisfactory substitute is not found, (B) provide for the exchange f Depository otes for replacement Notes in Authorized Denominations. -12- ( To the extent authorized by law, if the Issuer determines to provide for the exchange Depository Notes for Notes in Authorized Denominations, the Issuer shall so notify the Paying ent and shall provide the Registrar with a supply of executed unauthenticated Notes to be s exchanged. The Registrar shall thereupon notify the owners of the Notes and provide for suck exchange, and to the extent that the Beneficial Owners are designated as the transferee by the wners, the Notes will be delivered in appropriate form, content and Authorized Denominations to a Beneficial Owners, as their interests appear. (e) Any s bstitute depository shall be designated in writing by the Issuer to the Paying Agent. Any su h substitute depository shall be a qualified and registered "ele 'ng agency" as provided in ction 17A of the Securities Exchange Act of 1934, as nded. The substitute depository shal rovide for (i) immobilization of the Depository No s, (ii) registration and transfer of terests in Depository Notes by book entries ma e on records of the depository or its nominee an (iii) payment of principal of, premium, if a , and interest on the Notes in accordance with and such interests may appear with respecKto such book entries. Section 8. Reeistral Delivery; and Cancellation. (a) Registration. The own ship an entry upon the books kept for he and in no other way. U.S. Bank N i Registrar under the terms of this Re agreement with the Issuer filed here Registrar shall maintain the books of Notes for the payment of principal Resolution. All Notes shall be ne of Commercial Code subject to Notes and in this Resolution. of Notes m be transferred only by the making of registratio and transfer of ownership of the Notes, lo As dation is hereby appointed as Note oluti and under the provisions of a separate hick is made a part hereof by this reference. Issuer for the registration of ownership of the an interest on the Notes as provided in this fable provided in Article 8 of the Uniform isions r registration and transfer contained in the (b) Transfer. The ow ership of any Note m\ha transferred only upon the Registration Books kep for the registration and fer of Notes and only upon surrender thereof at t office of the Registrar tor with an assignment duly executed by the holder or his my authorized attorney in fn uch form as shall be satisfactory to the Registrar, ong with the address and soci'tynumber or federal employer identification n ber of such transferee (or, if reatio is to be made in the name of multiple indi 'duals, of all such transferees). In vent t t the address of the registered o ner of a Note (other than a registerner w h is the nominee of the broker or ealer in question) is that of a broker oler, there ust be disclosed on the Registr on Books the information pertaining toregistered o er required above. Upon e transfer of any such Note, a new fully tered Note, o y denomination or no inationspermitted by this Resolution in aate principal ount equal to the uaturedandunredeemed principal amount of transferred fully egistered Note, dbearinginterest at the same rate and maturinthe same date or tes shall be delivered by the Registrar. -13- (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 \Issuer. s, in accordance with the provisions of this Resolution. Ownership. As to any Note, the person in whose name the ownership f the same registered on the Registration Books of the Registrar shall be dee and de s the absolute owner thereof for all purposes, and payment of r on account of rincip 1 of any such Notes and the premium, if any, and interest ereon shall be only to r upon the order of the registered owner thereof or legal representative. ch paym is shall be valid and effectual to satisfy and dis arge the liability upon Note, inclu ' g the interest thereon, to the extent of the in sums so paid. Cancellation. 11 Notes which have been rede d shall not be reissued but shall ncelled by the Re 'strar. All Notes which are can elled by the Registrar shall be yed and a Certifrca of the destruction thereo shall be furnished promptly to the ; provided that if the suer shall so direct, t e Registrar shall forward the cancelled to the Issuer. (f) Non -Presentment of Not s of principal of or intereston the N not presented for payment of print sufficient to pay such principal of the Paying Agent for the benefit o owner thereof for such interest o and be completely discharged, c In the en any payment check representing payment es is etumed to the Paying Agent or if any note is 1 t the maturity or redemption date, if funds terest on Notes shall have been made available to he wner thereof, all liability of the Issuer to the hold such funds,without lia ity for in Notes who shall iereafter/be restricted of such Notes shall forthwith cease, terminate p n it shall be the duty of the Paying Agent to es thereon, for the benefit of the owner of such cclu 'vely to such funds for any claim of whatever nature on his p under this Resoluti n or on, or with respect to, such interest or/ofatever The Paying gent's obligation to hol uch funds shall continue for a period eqwo years six months following the to on which such interest or principal beue, whe rat maturity, or at the date fix for redemption thereof, or ot, at whi time the Paying Agent, shall s nder any remaining funds so held to er, w ereupon any claim under this Re& utr by the Owners of such interest or f w atever nature shall be made upon the Issu (g)'stration and Transfer Fees. The Registrar may ish to each owner, at the Isspense, one note for each annual maturity. The Regi ar shall furnish adl Notes in lesser denominations (but not less than them' imum denomination) toer who so requests. ction 9. Reissuance of Mutilated Destroyed Stolen or Lost Notes. n case any ing Note shall become mutilated or be destroyed, stolen or lost, the Iss shall at the of Registrar authenticate and deliver a new Note of like tenor and amount the Note so A, destroyed, stolen or lost, in exchange and substitution for such mutilated to to ir, upon surrender of such mutilated Note, or in lieu of and substitution for the to -14- 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 Rhgistrar and Issuer with satisfactory indemnity and complying with such other lat ns as the Issuer or its agent may prescribe and paying such expenses as the furnishing the reasonable reeu Issuer may incur in Section 10. Reco d redemption, made in respe their designated Agent as th month preceding the payme the Issuer in respect of such shall only be made upon sun herewith. )ate. Payments of principal and interest, otht of any Notes, shall be made to the registered same appear on the books of the Registrar t ate. All such payments shall fully dis ar Vo s to the extent of the payments so ade. ende of the Notes to the Paying A ht. Section 11. Execution Auth tia this Resolution, the Mayor and Clerk s al shall authenticate the Notes and deliver Note shall be valid or obligatory for any I hereunder unless the Registrar shall duly i Authentication substantially in the form o any Note executed on behalf of the Issuer authenticated has been duly issued under 1 the benefits of this Resolution. / rwis han upon full h der thereof or to the 15th day of the ;e the obligations of Payment of principal ion anaUelrver of the Notes. Upon the adoption of execute and iver the Notes to the Registrar, who same to or pop order of the Original Purchaser. No rpose or all be entitled to any right or benefit n orse d execute on such Note a Certificate of th ertificate herein set forth. Such Certificate upon h e conclusive evidence that the Note so is Re olution and that the holder thereof is entitled to No Notes shall be authentic ed and delivere by the Registrar, unless and until there shall have been provided the foil ing: ♦ A certified copy o e resolution of Issuer app ving the execution of a Loan Agreement and opy of the Loan Agreement; ♦ A written or r of Issuer signed by the Finance Dir for directing the authentication and delive of the Notes to or upon the order of the riginal Purchaser upon payment of the p base price as set forth therein; The Oproving opinion of Ahlers & Cooney, P.C., Bondunsel, concerning the val' ity and legality of all the Notes proposed to be issued. Sc ion 12. Right to Name Substitute Paving Agent or Registrar. suer reserves the right to e a substitute, successor Registrar or Paying Agent upon giving rompt written notice each registered Noteholder. -15- Section 13. Form of Note. Notes shall be printed in substantial compliance with standards proposed by the American Standards Institute substantially in the form as follows: (6) (6 (g) (2 3 (q) (5 (9) (9a (10) ontinued on the back f this Note) (11)(12)(13) (14) FIGURE 1 Front (15) -16- text of the Notes to be located thereon at the item numbers shown shall be as Item \figure 1= Item 2, figure 1 = Item 3, figure 1 = Item 4, figure I = Item 5, figure 1 = Item 6, figure 1 = Item 7, figure 1 = Item 8, figure ] _ "STATE OF IOWA" "COUNTY OF JOHNSON" "CITY OF IOWA CITY" "WATER REVENUE REFUNDING CAPITAL LN NOTE" "SERIES 201613" Rate: / Maturity: _ ote Date: June 16, 2016 SIP No.: "R 'stered" Not o. P inci al Amount: $ Item 9, figure 1= The Cityf Iowa City, ate of Iowa, a municipal corporation organized and existing under and by vi of the C stitution and laws of the State of Iowa (the "Issuer"), for value received, promises top fro the source and as hereinafter provided, on the maturity date indicated above, to Item 9A, figure I = name of Registered Owner). Item 10, figure I = or AMOUNT WRITTEN OUT) T America, on the maturity date s office of U.S. Bank National A successor, with interest on suc specified above, payable on an and January in each year. to be completed by Registrar or Printer with regis red assigns, t e principal sum of (PRINCIPAL HO SAND DOLLARin lawful money of the United States of ho n above, only upon esentatic n and surrender hereof at the ociation, St. Paul, Minn ota, Paying Agent of this issue, or its sum from the date hereof til paid at the rate per annum am and 1, 2017, and semiannua thereafter on the 1 st day of July Interest and priipal shall be paid to the registered holder f the Note as shown on the records of ownership aintained by the Registrar as of the 15th day f the month preceding such interest payment da This Not is issued pursuant to the provisions of Sections 384.24A nd 384.83 of the City Code of Iowa, r the purpose of paying costs of refunding outstanding rev ue obligations of the City, and ' order to evidence the obligations of the Issuer under a certain an Agreement dated May 1 , 2016, in conformity to a Resolution of the City Council of the C duly passed and approv d. For a complete statement of the revenues and funds from which the conditio under which this Note is payable, a statement of the conditions under w 'ch additio 1 Notes or Bonds of equal standing may be issued, and the general covenant and provis'ons pursuant to which this Note is issued, reference is made to the above describ d Loan Agr ment and Resolution. -18- E Unless this certificate is presented by an authorized representative of The Depository Tru Company, a limited purpose trust company ("DTC"), to the Issuer or its agent for regist tion 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 1 made to Cede & Co. or to such other Issuer as is requested by an authorized representati e of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHER ISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the regis ered owner hereof, de & Co., has an interest herein. Ownership f this Note may be transferred only by transfer upon the oks kept for such purpose by U.S. Ba National Association, St. Paul, Minnesota, the Regi rar. Such transfer on the books shall occur ly upon presentation and surrender of this N t t +I- This h ff f o e o ice o the Registrar as designated elow, together with an assignment duly ex ted by the owner hereof or his duly authorized attorn in the form as shall be satisfactory to a Registrar. Issuer reserves the right to substitute the R 'strar and Paying Agent but shall owever, promptly give notice to registered Noteholders of suc change. All Notes shall be gotiable as provided in Article 8 of the Uniform Commercial Code d subject to the provisi s for registration and transfer contained in the Note Resolution. This Note and the series therewith, and any Additional Obligati time to time on a parity with the Notes, of which notice is hereby given and wh secured by a pledge of the Net Revenuc provided in the Resolution. There has agrees that it will maintain just and e u by the System in each year for the ayn it forms part, other obligations ranking on a panty W may be hereafter issued and outstanding from pro ided in the Note Resolution and Loan Agreement r e hereby made a part hereof, are payable from and f e Water Utility (the "System"), as defined and •eto re been established and the City covenants and ble ra s or charges for the use of and service rendered of and maintenance of the System d for the establis ei principal of and interest on thi series of Notes, and olki therewith, as the same beco a due. This Note is not p under no circumstances s 1 the City be in any manner Revenues to be sufficie for the payment hereof. and reasonable expenses of operation of a sufficient sinking fund to meet the Obligations ranking on a parity able in any manner by taxation and kble by reason of the failure of the Net And it is her0y represented and certified that all acts, nditions and things requisite, according to the la s and Constitution of the State of Iowa, to a 'st, to be had, to be done, or to be performed pr edent to the lawful issue of this Note, have been xistent, had, done and performed as r uired by law. IN STIMONY WHEREOF, the City by its City Council has c used this Note to be signed by a facsimile signature of its Mayor and attested by the facsimil ignature of its Clerk, with th seal of the City printed hereon, and authenticated by the manual si ture of an autho zed representative of the Registrar, U.S. Bank National Association, St. aul, Minnesota. Item 11, figure 1 = Date of Authentication: Item 12, figure 1 = This is one of the Notes described in the within -19- w Resolution, as registered by U.S. Bank National Association U.S. Bank National Association, Registrar St. Paul, Minnesota m Authorized Signature Item 13, re 1 = Registrar and Transfer Agent: U.S. Bank National Association Paying Agent: U.S. Bank National Association SEE REVERSE FOR CERTAIN DEFINITIO Item 14, figure 1 = (Seal) Item 15, figure 1 (Signature Block) Item 17, figure 1 = OF IOWA CITY, STATXOF IOWA By: ay ATTES By: City -20- Registration) ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. ) the within to and does hereby irrevocably constitute and appoint attorney in act to transfer the said Note on the books kept for registration of the within Note, with full po er of substitution in the premises. Dated SIGNATURE GUARANTEED day of The signature(s) to this Power the face of the Certificate(s) or enlargement or any change wh; accordance with the prevailing Transfer Agent. Such standard guaranteed by certain eligible k recognized signature guaran e INFORMATION Name of Transferee(s) Address ofTransferee(s) Social Security or Tax Id Number of Tr Transferee is a(n): Individual* 2016. (Person(s) here) V1 this Assignment sign(s) rpond with the name(s) as written upon every particular without alteration or Signature guarantee must be provided in ds and procedures of the Registrar and rcedures may require signature to be istitutions that participate in a program. FOR REGISTRATION OF TRANSFER Partnershi Trust * If the to is to be registered in the names of multiple individua wners, the names of all such ners and one address and social security number must be p vided. T following abbreviations, when used in the inscription on the face o this Note, shall be cons ed as though written out in full according to applicable laws or regula ons: COM - as tenants in common -21- W ENT - as tenants by the entireties J` ' TEN - as joint tenants with rights of survivorship and not as tenants in common IA 7NS MIN ACT - ........ (Mi.. Custodian ... ... (Gust) nor) Under Iowa Uniform Transfers to Minors Act ................... (State) ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST Section 14. E uali o Notes and Parity Obligations System without priority by rea System are hereby irrevocably same become due. Section 15. Application of Refunded Bonds. Proceeds of the 'n. The timely payment of principal of and interest on the be secured equally and ratably by the Net Revenues of the of number or time of sale or delivery; and the revenues f the aged to the timely payment of both principal and i rest as the be applied as follows: ♦ No proceeds will be used to 1;1V1 the Reserve 1732d"Requirement, ♦ $4,032,168.35 of proceeds shall b dep payment of the Refunded Bonds an is payment of principal of, interest on a thereof. Said amount shall be held ens in cash or direct obligations ( Date of the Refunded Bonds, designated Call Date all of 1K )s15t96 in trust with the Treasurer for the evocably appropriated exclusively to the premium, if any, due on the redemption ately from all other moneys or accounts, ates, maturing on or before the Call ned to be sufficient to retire on the obligations, the designated redemptio date and premium on the redemption oft same. ♦ No proceeds shal Ke applied to pay the costs of with the interest thereon to if any, that may be payable of the Notes. The Refunded Bonds aze ca ed and shall be redeemed as of the Call D\.The lerk is hereby authorized and directed to ause notice of such redemption to be givennce with the terms of the Refunded onds.Any excess procee remaining on hand after completion of the purposce shall be used to call or of rwise retire Notes. Secti16. User Rates. There has heretofore been established and publishe s required bylaw, jus and equitable rates or charges for the use of the service rendered by the Sy em. The rate/isnnected rges shall be paid by the owner of each and every lot, parcel of real estate, or uilding that with and uses the System, by or through any part of the System or that in ny way is served by the System. So long as the Notes are outstanding and unpaid the ra s -22- or charges to consumers of services of the System shall be sufficient in each year for the payment of the proper and reasonable expenses of operation and maintenance of the System and for the payment of principal and interest on the Notes and Parity Notes and obligations as the same fall due, and to provide for the creation of reserves as hereinafter provided. Any revenues paid and collected for the use of the System and its services by the Issuer r any department, agency or instrumentality of the Issuer shall be used and accounted for in the s e manner as any other revenues derived from the operations of the System. Secti 17. Application of Revenues. From and after the delivery of any Notes, and as long as any of t e Notes or Parity Obligations shall be outstanding and unpaid either as to principal or as to interes or until all of the Notes and Parity Obligations then outstanding shall have been discharged d satisfied in the manner provided in this Resolution, the entire income and revenues of t System shall be deposited as collected in a fund to be known as the Water Revenue Fund e "Revenue Fund"), and shall be disbursed only as follows: (a) Operation and Maintenance Fund. Money in the enue Fund shall first be disbursed to ake de osits i t F n o a separate and special fund t pay current expenses. The fund shall be own as the Water Revenue Operation Maintenance Fund (the "Operation and Mai tenance Fund"). There shall be depo ' ed in the Operation and Maintenance Fund eaNualto onth an amount sufficient to eet the current expenses of the month plus an amoun1/12th of expenses pa able on an annual basis such as insurance. After the first y of the month, further eposits may be made to this account from the Revenue Fund to t extent necessary pay current expenses accrued and payable to the extent that fun are not availa e in the Surplus Fund. (b) Sinking Fund. Mo y in e Revenue Fund shall next be disbursed to make deposits into a separate and sp c' fund to pay the principal and interest requirements of the Fiscal Year on t otes and Panty Obligations. The fund shall be known as the Water Revenue Note nd terest Sinking Fund (the "Sinking Fund"). The required amount to be deposited' the Si 'ng Fund in any month shall be the equal monthly amount necessary to p in full the stallment of interest coming due on the next interest payment date on a then outstan ' g Notes and Parity Obligations, plus the equal monthly amount nece ary to pay in full th installment of principal coming due on such Notes on the next su eeding principal paym t date until the full amount of such installment is on hand. for any reason the amount hand in the Sinking Fund exceeds the required amount, t excess shall forthwith be with awn and paid into the Revenue Fund. Money in the nking Fund shall be used solely fo e purpose of paying principal of and interest on t e Notes and Parity Obligations as the s e shall become due and payable. (c) a debt sen shall be kr In each r of the arvfc Money in the Revenue Fund shall disbursed to maintain reserve in an amount equal to the Reserve Fund Req 'rement. Such fund n as the Water Revenue Debt Service Reserve Fund (th"Reserve Fund"). there shall be deposited in the Reserve Fund an amount ual to 25 percent required by this Resolution to be deposited in such month the Sinking -23- Z Fund; provided, however, that when the amount on deposit in the Reserve Fund shall be not less than the Reserve Fund Requirement, no further deposits shall be made into the Reserve Fund except to maintain such level, and when the amount on deposit in the Reserve Fund is greater than the balance required above, such additional amounts shall be withdrawn and paid into the Revenue Fund. Money in the Reserve Fund shall be used solely for the purpose of paying principal at maturity of or interest on the Notes and Parity Obligations for the payment of which insufficient money shall be available in the inking Fund. Whenever it shall become necessary to so use money in the Reserve Fund, tN payments required above shall be continued or resumed until it shall have been res red to the required minimum amount. Yd) Subordinate Obligations. Money in the Revenue Fund may xt be used to pay p ' cipal of and interest on (including reasonable reserves there f any other obligation which by their terms shall be payable from the revenues the System, but o subordinate the Notes and Parity Obligations, and which have gen issued for the purposes of a tensions and improvements to the System or toetire the Notes or Parity Obligations in vance of maturity, or to pay for extraord' ry repairs or replacements to the System. (e)Xned Revenue. All money ther fter remaining in the Revenue Fund at the close of Mnmomay be deposited in of the funds created by this Resolution, to pay for erdinar epairs or replacem is to the System, or may be used to pay or redeem the s or Pari Obligations, of them, or for any lawful purpose. Money in thvenue Fund all be llotted and paid into the various funds and accounts hereinbefeferred to in th o er in which the funds are listed, on a cumulative basis on the 10th day of eonth, or on th ext succeeding business day when the 10th shall not be a business day; and any month t e m ey in the Revenue Fund shall be insufficient to deposit or transfer tquired unt in of the funds or accounts, the deficiency shall be made up in the follg mont r months a r payments into all funds and accounts enjoying a prior claim to the rees s 1 have been met ' full. The provisions of this Section shall not be construed to reqthe suer to maintain sep ate bank accounts for the funds created by this Section; except the i g Fund and the Reserve nd shall be maintained in a separate account but may be investedonjunction with other funds the City but designated as a trust fund on the books and recorf the City. Section . Outstanding Obligations. Nothing in t 's Resolution shall be construed to impair the ri s vested in the Outstanding Obligations. The ounts herein required to be paid into the vari s funds named in this Resolution shall be inclus e of payments required in respect to the Out anding Obligations. The provisions of the resolutio or resolutions referred to in Section of this Resolution and the provisions of this Resolution a to be construed wherever possib so that the same will not be in conflict. In the event such c struction is not possible, the p visions of the resolution first adopted shall prevail until such h e as the Notes authorized by)he resolution have been paid in full or otherwise satisfied as therein rovided at which time t provisions of this Resolution shall again prevail. d.'! Section 19. Investments. All of the funds provided by this Resolution may be invested only in Permitted Investments or deposited in financial institutions which are members of the Fe eraI Deposit Insurance Corporation or its equivalent successor, and the deposits in which are insu ed thereby and all such deposits exceeding the maximum amount insured from time to time by F IC or its equivalent successor in any one financial institution shall be continuously secured in com Hance with Chapter 12C of the Code of Iowa, 2015, as amended, or otherwise by a valid Pledge o direct obligations of the United States Government having an equivalent marke alue. i t All such erim investments shall mature before the date on which the moneys are re red for the purpose for which the fund was created or otherwise as herein provided but in o event maturing in nVre than three years in the case of the Reserve Fund. All into derived from such investments shall be deposited in Revenue Fund and S' be regarded a revenues of the System. Investments shall at any ' e necessary be liquidated and the pr ceeds thereof applied to the purpose for whit he respective fund was created. Section 20. Avents in the O eration of e S s. The Issuer hereby covenants and agreevery holder of the tes and Parity Obligations: (a) d Efficienc . e Issuer will maintain the System in good condition anfficient in er and at reasonable cost. (b) Sufficiency of Ra s.or before the beginning of each Fiscal Year the Governing Body will adopt or con ' e in effect rates for all services rendered by the System determined to be sufficient roduce Net Revenues for the next succeeding Fiscal Year adequate to pay pri ipal d interest requirements and create reserves as provided in this Resolution bu not less an 110 percent of the principal and interest requirements of the Fiscal Y ar. No free se of the System by the Issuer or any department, agency or ins mentality of th Issuer shall be permitted except upon the determination of the Gov ming Body that th rates and charges otherwise in effect are sufficient to provide N Revenues at least eq 1 to the requirements of this subsection. (c) Ins ance. That the Issuer shall m intain insurance for the benefit of the Noteholders on t insurable portions of the Syst of a kind and in an amount which normally woul a carried by private companies en ged in a similaz kind of business. The proceeds f any insurance, except public liabilitysurance, shall be used to repair or replace the rt or parts of the System damaged or des tr ed, or if not so used shall be placed in a Revenue Fund. d) Accountine and Audits. The Issuer will cause o be kept proper books and acco is adapted to the System and in accordance with genera accepted accounting pra ices, and will diligently act to cause the books and account to be audited annually d reported upon not later than 180 days after the end of each Fi al Year by an dependent Auditor and will provide copies of the audit report to e holders of any of the Notes and Parity Obligations upon request. The holders of any the Notes and -25- Parity Obligations shall have at all reasonable times the right to inspect the System and the records, accounts and data of the Issuer relating thereto. (e) State Laws. The Issuer will faithfully and punctually perform all duties with reference to the System required by the Constitution and laws of the State of Iowa, eluding the making and collecting of reasonable and sufficient rates for services r dered by the System as above provided, and will segregate the revenues of the System an pply the revenues to the funds specified in this Resolution. f) Property. The Issuer w/eh t sell, lease, mortgage or in an anner dispose the System, or any capital pereof, including any and a] xtensions and additions t at maybe made thereto, untisfaction and discharge f all of the Notes and Parity O ligations shall have beenided for in the mann provided in this Resolution; pr vided, however, that thvenant shall not b construed to prevent the disposal by the uer of property whicthe judgment o is Governing Body has become inexpedie or unprofitable to n connectio ith the System, or if it is to the advantage of the Sy em that other proof equal higher value be substituted therefor, and provide r r that the eds of e disposition of such property shall be placed in a revolving nd to be userefe nee to other sources for capital improvements to the Syst Any succ ds of the disposition of property acquired with the proceeds of the N es or Pantgations shall not be used to pay principal or interest on the Notes or Parit Obligatir for payments into the Sinking or Reserve Fund. (g) Fidelity Bond. Thssue amounts which normally would Xe rri( kind of business on each offic or em 1 (h) Additional bares. The and/or other security for e payment of (i) operations p Year. Such current and ] thereto shall shall maintain fidelity bond coverage in I by private companies engaged in a similar yee having custody of funds of the System. toThe Governing Body a system budget of rev shall take into account re) will require proper connecting charges charges. Issuer shall approve and conduct and current expenses for each Fiscal preceding Fiscal Year. Copies of s provided to the holders of any of the and current expenses during the budget and any amendments otes upon request. Section 2 . Remedies of Noteholders. Except as herein pressly limited the holder or holders of the tes and Parity Obligations shall have and possess 11 the rights of action and remedies affo ed by the common law, the Constitution and statutes f the State of Iowa, and of the United S ates of America, for the enforcement of payment of their otes and interest thereon, and of the edge of the revenues made hereunder, and of all covenants f the Issuer hereunder. ection 22. Prior Lien and Paritv Obligations. The Issuer will issu no other notes, bonds or obligations of any kind or nature payable from or enjoying a lien or laim on the pro rty or revenues of the System having priority over the Notes or Parity O igations. -26- Additional Obligations may be issued on a parity and equality of rank with the Notes wit respect to the lien and claim of such Additional Obligations to the revenues of the System and t e money on deposit in the funds adopted by this Resolution, for the following purposes and under e following conditions, but not otherwise: (a For the purpose of refunding any of the Notes or Parity Obligations which shall hav matured or which shall mature not later than three months after the /Iatcf delivery ofsu refunding obligation and for the payment of which there shall be cient money ' the Sinking Fund and the Reserve Fund; (b) Fo he purpose of refunding any outstanding Notes,/PariObligations or general obligation n es or making extensions, additions, improvemlacements to the System, if all the following conditions shall have been in (i) before any such Additional Obli tions ranking on a parity are issued, th re will have been procured and led with the City Clerk, a statement of Independent Auditor, indep ndent financial consultant or a consulting engin er, not a regular opinion based upo necessary inv System for the prec ing Fiscal Y provided) were equal at least 1. be required in any Fisca Year p ' Notes or Parity Obligatio fo o and Parity Obligations then tsta earnings of the System an th c issued. nplo e of the Issuer, reciting the tig tons that the Net Revenues of the with adjustments as hereinafter times the maximum amount that will to the longest maturity of any of the principal of and interest on all Notes ling which are payable from the net tional Obligations then proposed to be For the purpose ofd ermining the et Revenues of the System for the preceding Fiscal Y ar as aforesaid, th amount of the gross revenues for such ye/orprnior djusted by an Indep dent Auditor, independent financiat or a consulting engin er, not a regular employee of the Issuer, sect any changes in thea ount of such revenues which would hd had any revision of the chedule of rates or charges imposed to the time of the issuance f any such Additional Obligatin effect during all of such pre eding Fiscal Year. (ii) the Additional Obligations must be pP yable as to principal to interest on the same month and day as the Ates herein (iii) for the purposes of this Section, principal 4 interest falling due on the first day of a Fiscal Year shall be deemed requirement of the immediately preceding Fiscal Year. -27- (iv) for the purposes of this Section, general obligation bonds or notes shall be refunded only upon a finding of necessity by the Governing Body and only to the extent the general obligation bonds or notes wer issued or the proceeds thereof were expended for the System. (v) for purposes of this Section, "preceding Fisca ear" shall be he most recently completed Fiscal Year for which aud' d financial state ents prepared by a certified public accountant are 'ssued and availab e, but in no event a Fiscal Year which ended ore than eighteen months p 'or to the date of issuance of Additional libations. Section 23. Ai of Proceeds Arbitra e Not P rmitted. The Issuer reasonably expects and covenanse will be made of the pro eds from the issuance and sale of the Notes issued hereunill cause any of the Not to be classified as arbitrage bonds within the meaning 1 (a) and (b) of the I ernal Revenue Code of the United States, and that throughout the otes it will co ly with the requirements of such statute and regulations issuer. To the best knowledge and belie f t Issuer, there are no facts or circumstances that would materially change the foregoing stat lents or the conclusion that it is not expected that the proceeds of the Notes will be used in nner that would cause the Notes to be arbitrage notes. Without limiting the generality o the f egoing, the Issuer hereby agrees to comply with the provisions of the Tax Exemption rtificate d the provisions of the Tax Exemption Certificate are hereby incorporated b reference a art of this Resolution. The Treasurer is hereby directed to make and insert 1 calculations d determinations necessary to complete the Tax Exemption Certificate in all spects and to exec a and deliver the Tax Exemption Certificate at issuance of the N es to certify as to the r sonable expectations and covenants of the Issuer at that date. The Issuer covenay6s that it will treat as Yield Restri ed any proceeds of the Notes remaining unexpended er three years from the issuance and y other funds required by the Tax Exemption Certifi ate to be so treated. If any investments a held with respect to the Notes and Panty Obligation/, the Issuer shall treat the same for the purpo e of restricted yield as held in proportion to the o ' al principal amounts of each issue. The Issue covenants that it will exceed any investment yield rest ction provided in this Resolution only n the event that it shall first obtain an opinion of recogniz bond counsel that the proposed i vestment action will not cause the Notes to be classified as ar 'trage bonds under Section 148( and (b) the Internal Revenue Code or regulations issued thereun er. '1'h Issuer covenants that it will proceed with due diligence to spend the pr eeds of the Notes for he purpose set forth in this Resolution. The Issuer further covenants that i will make no than a in the use of the proceeds available for the construction of facilities or than in the use of y portion of the facilities constructed therefrom by persons other than the Issue or the gen public unless it has obtained an opinion of bond counsel or a revenue ruling that t prop sed project or use will not be of such character as to cause interest on any of the Note of ME to be exempt from federal income taxes in the hands of holders other than substantial users of the project, under the provisions of Section 142(a) of the Internal Revenue Code of the United Statets, related statutes and regulations. Issuer Tax Exemption owners of the N 24. Additional Covenants. Representations and Warranties of the Issuer. The and covenants with the purchasers and holders of the Notes from time to time t the Issuer through its officers, (a) will make such further specific covenants, and assurances as may be necessary or advisable; (b) comply with all covenants and assurances contained in the Tax Exemption Certificate, which ificate shall constitute a part of the contract between the Issuer anti thr Certificate); (d) pay rebates of excess art (c) consult with bond counsel (as defined in the Tax Exemption the United States, as necessary, such sums of money represent ti ge profits relating to the Notes; (e) file such forms, state nt supporting documents a a be re uired d ' 1 rg required and Y q an m a time y manner; and (f) if d med necessary or advisable by its officers, t employ and pay fiscal agents, financial advisor attorneys and other persons to assist the Issuer i such compliance. Section 25. Dischar e a d Satisfaction of Notes. The cove ts, liens and pledges entered into, created or imposed p rsuant to this Resolution may e fully discharged and satisfied with respect to the Notes d Parity Obligations, or y of them, in any one or more of the following ways: (a) By paying the Notes or payable; and when the same shall become due and (b) By depositing in trust with the easurer, or with a corporate trustee designated by the Governing Body for the payment f e obligations and irrevocably appropriated exclusively to that purpose an amo t in c h or direct obligations of the United States the maturities and income of w ' h shall be fficient to retire at maturity, or by redemption prior to maturity a designated to upon which the obligations may be redeemed, all of such oblig ions outstanding at a time, together with the interest thereon to maturity or to a designated redemptio date, premiums thereon, if any, that may be payable on the edemption of the same; pro 'ded that proper notice of redemption of all such obligatio to be redeemed shall have been reviously published or provisions shall have been m e for such publication. Upon such paVnent or deposit of money or securities, or bo in the amount and manner provided by this Se ion, all liability of the Issuer with respect to the tes or Parity Obligations shall cease, dete ne and be completely discharged, and the holders th eof shall be entitled only to paymen ut of the money or securities so deposited. Sect' n 26. Resolution a Contract. The provisions of this Resolution s 11 constitute a contract b we the Issuer and the holder or holders of the Notes and Panty Obli ations, and after the ssuance of any of the Notes no change, variation or alteration of any kind the provis' ns of this Resolution shall be made in any manner, except as provided in then xt -29- succeeding Section, until such time as all of the Notes and Parity Obligations, and interest due thereon, shall have been satisfied and discharged as provided in this Resolution. Section 27. Amendment of Resolution Without Consent. The Issuer may, without the of or notice to any of the holders of the Notes and Parity Obligations, amend or lent this Resolution for any one or more of the following purposes: (a) to cure any ambiguity, defect, omission or inconsistent provision in this \ionsResolution or in the Notes or Panty Obligations; or to comply with any application ball f law or regulation of federal or state agencies; provided, howeve , hat such not materially adversely affect the interests of/holdersNotes or ations; ange the terms or provisions of this Resolutionessary to interest on the Notes or Parity Obligations from within the e of the holders thereof for federal income tax (c) to gr t to or confer upon the /reserved N es or Parity Obligations any additional righ remedies, powers or ay lawfully be granted to or conferred upon t e holders of the Not (d) to add to the ovenants and aghe Issuer contained in this Resolution other covenants and a eements of, orr restrictions upon, the Issuer or to surrender or eliminate a right or poto or conferred upon the Issuer in this Resolution; or (e) to subject to the lien may be permitted by law. Section 28. Amendment ofesolu 'on amended from time to time if suc amendm t less than two-thirds in principal mount oft he outstanding (not includi/inuding y case any Not account of the Issuer, bsuch refun( purpose of refunding anh Notes if such the Issuer); but this Resmay not be so a of this Resolution additional pledged revenues as Kequinng Consent. This Resolution may be shall have been consented to by holders of not Votes and Panty Obligations at any time wlrich may then be held or owned by or for the in obligations as may have been issued for the refu ing obligations shall not then be owned by nende 'n such manner as to: (a) MakgAny change in the maturity of interes of paymen f principal of or interest on the Notes condition,X with respect to such payment; (b) affect the rights of the holders of less then outstanding; and of the Notes, or modify the terms y of them or impose any Reduce the percentage of the principal amount of Notes, of which is required to effect a further amendment. -30- of the Notes and Parity consent of the Whenever the Issuer shall propose to amend this Resolution under the provisions of this Section, it all cause notice of the proposed amendment to be filed with the Original Purchaser and to be ma ed by certified mail to each registered owner of any Note as shown by the records of the Registra . Such notice shall set forth the nature of the proposed amendment and shall state that a copy of the roposed amendatory Resolution is on file in the office of the City Clerk. Whenever at y time within one year from the date of the mailing of the no 'c ere shall be filed with the ity Clerk an instrument or instruments executed by the h s of at least two-thirds in aggregate rincipal amount of the Notes then outstanding as in t ' ection defined, which instrument or ins ments slrall refer to the proposed amendatory Res ion described in the notice and shall specifi ally consent to and approve the adoption by/ , thereupon, but not otherwise, the Governing B y of the Issuer may adopt such amendato esolution and such Resolution shall become effec 've and binding upon the holders of al f the Notes and Parity Obligations. Any consent given by the h der of a Note pursuant to a provisions of this Section shall be irrevocable for a period of six mo hs from the date of th mstrument evidencing such consent and shall be conclusive and binding up all future holder of the same Note during such period. Such consent may be revoked at any tim after six mont s from the date of such instrument by the holder who gave such consent or by a s ccessor i itle by filing notice of such revocation with the City Clerk. The fact and date of the execution of any strument under the provisions of this Section may be proved by the certificate of any officer n a jurisdiction who by the laws thereof is authorized to take acknowledgments of deed within uch jurisdiction that the person signing such instrument acknowledged before him a execut thereof, or may be proved by an affidavit of a witness to such execution s om to before ch officer. The amount and numbers of t c Notes held by any p on executing such instrument and the date of his holding the same ma be proved by an affidavit such person or by a certificate executed by an officer of a bank o trust company showing that o the date therein mentioned such person had on deposit with uch bank or trust company the No s described in such certificate. Section 29. Sever ilit . If any section, paragraph, or provision o is Resolution shall be held to be invalid or enforceable for any reason, the invalidity or unen ceability of such section, paragraph or p ovision shall not affect any of the remaining provision Section 30. Continuine Disclosure. The Issuer hereby covenants and agre that it will comply with and arty out all of the provisions of the Continuing Disclosure Certifi te, and the provisions of t e Continuing Disclosure Certificate are hereby approved and incomora ed by reference as art of this Resolution and made apart hereof and the Mayor and City Cler are hereby aut orized to execute and deliver the same at issuance of the Notes. Notwithstandi any other pro }sion of this Resolution, failure of the Issuer to comply with the Continuing Disclo ure Certifi to shall not be considered an event of default under this Resolution; however, any hol r -31- of the otes or Beneficial Owner may take such actions as may be necessary and appropriate, includin seeking specific performance by court order, to cause the Issuer to comply with its obligation under the Continuing Disclosure Certificate. For purposes of this Section, "Beneficial caner" means any person which (a) has the power, directly or indirectly, to vote or consent with r ect to, or to dispose of ownership of, any Notes (including persons holding Notes through n inees, depositories or other intermediaries), or (b) is treated as the gwner of any Notes for fede 1 income tax purposes. Section 31. Re other ordinances, resolu Resolution are, to the e) effect from and after its ADOPTED AND ATTEST: City Clerk and orders, or parts thereof, in conflict with of such conflict, hereby repealed; and this Rj this 17 day of May, 201 -32- :Date. All sions of this shall be in 0 CERTIFICATE OF IOWA ) OF JOHNSON SS ) I, th undersigned City Clerk of the City of Iowa City, State of Iowa, do her rtify that attached i a true and complete copy of the portion of the corporate records oft City showing procee 'ngs of the City Council, and the same is a true and complete co of the action taken by the Coun '1 with respect to the matter at the meeting held on the date rdicated in the attachment, which p ceedings remain in full force and effect, and have not een amended or rescinded in any way; at meeting and all action thereat was duly and p icly held in accordance with a notic fpublic and and tentative agenda, a cop of which was timely served on each member o e Council and posted on a bulletin boa or other prominent place easily accessible to the pubh and clearly designated for that pu se at the principal office of the Council (a copy of the face beet of the agenda being attac d hereto) pursuant to the local rules of the Council and the pro ' ions of Chapter 21, Code Iowa, upon reasonable advance notice to the public and media at le st twenty-four hours p or to the commencement of the meeting as required by law and with embers of the pu ie present in attendance; I further certify that the individuals named there' were on the ate thereof duly and lawfully possessed of their respective City offices as indicated t erein, th no Council vacancy existed except as may be stated in the proceedings, and that no co ove y or litigation is pending, prayed or threatened involving the incorporation, orgam ion, existence or boundaries of the City or the right of the individuals named therein as offi s o their respective positions. WITNESS my hand and the sea] �f the City , 2016. / (SEAL) \10714-124 City affixed this day of of Iowa State of Iowa CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and de 'vered by the City of Iowa City, State of Iowa (the "Issuer"), in connection with the issuance of$ 650,000 Water Revenue Refunding Capital Loan Notes, Series 2016D (the "Notes") dated June 1 2016. The Notes are being issued pursuant to a Resolution of the Issuer approved on May 17, 016 (the "Resolution"). The Issuer covenants and agrees as follows: SectNn 1. Purpose of the Disclosure Certificate. This Discl/Beneficial ate is ing executed and elivered by the Issuer for the benefit of the Holders al O hers of the Notesandinor rto assist the Participating Underwriters in compl. Rule 15c2- 12(b)(5).Section 2. De 'tions. In addition to the definitions set fortution, which apply to any capitalized erm used in this Disclosure Certificate unledefined in this Section, the following cap'talized terms shall have the following me "Annual Financial In ation" shall mean financial inf ation or operating data of the type included in the final Offici Statement, provided at least nnually by the Issuer pursuant to, and as described in, Sections 3 a\deposit Disclosure Ce tate. "Beneficial Owner" shallerson whit (a) has the power, directly or indirectly, to vote or consent with respect toose of ow ership of, any Notes (including persons holding Notes through nomineeses or of er intermediaries), or (b) is treated as the owner of any Notes for federal inumo s. "Business Day" shall mean a day otheAan a Saturday or a Sunday or a day on which banks in Iowa are authorized or required by/fawlip close. "Dissemination Agent" shall me the Issue r any Dissemination Agent designated in writing by the Issuer and which has fi d with the Issu a written acceptance of such designation. "Holders" shall mean the egistered holders of the N es, as recorded in the registration books of the Registrar. "Listed Events" shal mean any of the events listed in Sect n 5(a) of this Disclosure Certificate. "Municipal Sec rities Rulemaking Board" or "MSRB" shall m n the Municipal Securities Rulemakin Board, 1300 I Street NW, Suite 1000, Washingto DC 20005. "National epository" shall mean the MSRB's Electronic Municipal arket Access website, a/k/a " MA" (emma.msrb.org). "Offi 'al Statement" shall mean the Issuer's Official Statement for the Note dated .2016. "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(6)(5) adopted by the Securities and Exchange Comm' Sion under the Securities Exchange Act of 1934, as the same may be amended from time to time. shall mean the State of Iowa. 3. Provision of Annual Financial Information. a) The Issuer shall, or shall cause the Dissemination Agent to, not later ran two hundred to (210) days after the end of the Issuer's fiscal year (presently Ju 30th), commencing ith information for the 2015/2016 fiscal year, provide to a National Repository an nnual Financial Information /nana onsistent with the equirements of Section 4 of this isclosure Certificate. The l Financial In ation filing must be submitted in such rmat as is required by theB (currently ' "searchable PDF" format). The Annua financial Information fiaybe sub itted as a single document oras separate docume s comprising a packae Annu Financial Infonnation filing may cross-reference oth information as pron Se on 4 of this Disclosure Certificate; provided that a audited financiae s of the Issuer maybe submitted separately from the balance f the Annual Finformation filing and later than the date required above for the fi ' g of the Annucial Information if they are not available by that date. If the Is er's fiscal yeges, it shall give notice of such change in the same manner as fo a Listed Evder Section 5(c). b) If the Issuer is unable to Financial Information by the date i to the Municipal Securities Rulem as Exhibit A. c) The Dissemination Aggit shall: Ifo the National Repository the Annual in subsection (a), the Issuer shall send a notice ard, if any, in substantially the form attached i. each year fil Annual Financi Infonnation with the National Repository; and ii. (if the issemination Agent is othe than the Issuer), file a report with the Issuer certi 'ng that the Annual Financial formation has been filed pursuant to this Disclo ure Certificate, stating the date it s filed. Section 4. Conte (of Annual Financial Information. The Is er's Amoral Financial Information filing shat contain or incorporate by reference the folio g: a)last available audited financial statements of the IslTer for the prior fiscal year, prep ed in accordance with generally accepted accounting p 'nciples promulgated by the Fi ancial Accounting Standards Board as modified in accord ce with the gove ental accounting standards promulgated by the Govemmenta Accountine 2 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 Annual Financial Information is required to be filed pursuant to Section 3(a), the Annual Financial Information filing shall contain unaudited financial statements of the type included in the final Official Statement, and the audited fina ial tements shall be filed in the same manner as the Annual Financial Informatio when th become available. b) A table, schedule or other information prepared as of the enof the preceding fiscal y r, of the type contained in the final Official Statement and the captions "Water System R les and Charges"; "Larger Water System Customers'; ' ater System Customers Classification" and "Sales History and Water S tem Charges". Any or all of the items 'sled above maybe includ/carly ference to other documents, including official stateme is of debt issues of the Ipublic entities, which have been filed with the Nationa Repository. The Issuentify each such other document so included by ref ence. Section 5. Re ortin of ' ificant Events. a) Pursuant to the prV Section, the Issuer shall give, or cause to be given, notice of the occurrene following events with respect to the Notes in a timely manner not later thaDays after the day of the occurrence of the event: I Principal an interest aymenl ii. Non -pa ent related de ults iii. Un eduled draws on deb difficulties; iv Unscheduled draws on credit reflecti financial difficulties; delinquencies; if material; reserves reflecting financial relating to the Notes v. Substitution of credit or liquidity provicikrrs, or their failure to perform; vi. Adverse tax opinions, the issuance by the hulternal Revenue Service of roposed or final determinations of taxability, Notices o Proposed Issue (IRS Form 5701-TEB) or other material notices or determinate s with respect to the tax-exempt status of the Series Notes, or material events acling the tax-exempt status of the Notes; vii. Modifications to rights of Holders of the Notes, if viii. Note calls (excluding sinking fund mandatory redemptions), if material, and tender offers; ix. Defeasances of the Notes; x. Release, substitution, or sale of property securing repayment of the Notes, if material; xi. Rating changes on the Notes; xii. Bankruptcy, insolvency, receivership or similar event of the Issuer; xiii. The consummation of a merger, consolidation, or :aquis' coninvolving the Issuer or the sale of all or substantially all of thes s of the Issuer, other than in the ordinary course of business, the entry into a nitive agreement U such an action or the termination of a definitiv agreement relating to an such actions, other than pursuant to its terms, if mat al; and xiv. Appointment of a successor or additio trustee or the change of name o a trustee, if material. b) Whene r the Issuer obtains the k Event, the Issuer sh 1 determine if the occu and if so shall as soon as possible determine applicable federal secu'ties laws. c) If the Issuer det fines that ow not subject to materiality, o would be material under ap not later than 10 Business I occurrence with the Munici National Repository. ;e of the occurrence of a Listed subject to notice only if material, event would be material under of the occurrence of a Listed Event is 4 such occurrence is subject to materiality and ;deral securities laws, the Issuer shall promptly, but the occurrence of the event, file a notice of such ties Rulemaking Board through the filing with the /Nh tion 6. Termination o 1, ortin a li ation. The Issuer's obligations under this DiscloCertificate shall tet inate upon the 1 al defeasance, prior redemption or payment in full off the Notes or up the Issuer's receipt an opinion of nationally recognized bond counsehe effect that, cause of legislative acti or final judicial action or administrative actionroceedings, t e failure of the Issuer to com ly with the terns hereof will not cause Particig Underw ' ers to be in violation of the Rule r other applicable requirements of the Securixchange ct of 1934, as amended. ion 7. insemination Agent. The Issuer may, from ime to time, appoint or engage a Dissemion gent to assist it in carrying out its obligations un er this Disclosure Certificate, and mc rge any such Agent, with or without appointing a s censor Dissemination Agent. The Di' ation Agent shall not be responsible in any manner for a content of any notice or report red by the Issuer pursuant to this Disclosure Certificate. Th initial Dissemination Agent 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 satisf/d: a) If the amendment or waiver relates to the provisions of Section (a), 4, or 5(a), it may only be made in connection with a change in circumstances tha ses from a change in legal requirements, change in law, or change in the identi , nature or status of an obligated person with respect to the Notes, or the type of busi ss conducted; b) The undertaking, as amended or taking into accou such waiver, would, in the opi 'on of nationally recognized bond counsel, have corn red with the requirements of the R e at the time of the original issuance of the Note ,after taking into account any amendtents or interpretations of the Rule, as well as y change in circumstances; and C) '1` the same in the consent counsel, mE amendment or waiver either (i) is as provided in the Resol Iders, or (ii) does not, in y impair the interests of proved by the Holders of the Notes in amendments to the Resolution with 'opinion of nationally recognized bond Holders or Beneficial Owners of the Notes. In the event of any amendm nt or waiver of a rovision of this Disclosure Certificate, the Issuer shall describe such amendme in the next ual Financial Information filing, and shall include, as applicable, a narrati explanat' n of the reason for the amendment or waiver and its impact on the type (or in the case f a ch ge of accounting principles, on the presentation) of financial infonnation or operating to eing presented by the Issuer. Section 9. Additional Info ati Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer fro dissem at ing any, other information, using the means of dissemination set forth in this D' closure C ificate or any other means of communication, or including any other infonnatio in any Annua financial Information filing or notice of occurrence of a Listed Even in addition to that hich is required by this Disclosure Certificate. If the Issuer chooses to inc de any information in y Annual Financial Information filing or notice of occurrence of a fisted Event in addition to at which is specifically required by this Disclosure Certificate, a Issuer shall have no obligatio under this Certificate to update such information or includ it in any future Annual Financial ormation filing or notice of occurrence of a List Event. Section 1 . Default. In the event of a failure of the Issu to comply with any provision of this Disclosur Certificate, any Holder or Beneficial Owner of e Notes may take such actions as may a necessary and appropriate, including seeking ma ate or specific performance by court orde , to cause the Issuer to comply with its obligations unde this Disclosure Certificate. irect, indirect, consequential and punitive damages shall t be recoverable by any person for y default hereunder and are hereby waived to the extent pe 'tted bylaw. A default u der this Disclosure Certificate shall not be deemed an event of de uIt under the ' Resolu on, and the sole remedy under this Disclosure Certificate in the event f any failure of the Isper to comply with this Disclosure Certificate shall be an action to compe 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 cur arising out of or in the exercise or performance of its powers and duties hereu der, inc ding the costs and expenses (including attorneys' fees) of defending against y claim of liabi ' y, but excluding liabilities due to the Dissemination Agent's negligence willful miscon uct. The obligations of the Issuer under this Section shall survive r ignation or removal of the Di emination Agent and payment of the Notes. Sects n 12. Beneficiaries. This Disclosure Certificate shall i re solely to the benefit of the Issuer, the issemination Agent, the Participating Underwriter and Holders and Beneficial Owners from ti e to time of the Notes, and shall create no right in any other person or entity. Date: _� day of 201 ATTEST: Lo City Clerk CITY 9V IOWA CITY, STATE OF IOWA Cl Mayor A EXHIBIT A NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL FINANCIAL INFORMATION Name o\Issuer: City of Iowa City, Iowa. Name ofN6tc Issue: $3,650,000 Water Revenue Refunding Capital Loan NotWSeries 2016D Dated Date of Nue: June 16, 2016 NOTICE I EREBY GIVEN that the Issuer has not provid Annual Financial Information with res ct to the above-named Notes as required by ection 3 of the Continuing Disclosure Certificate livered by the Issuer in connection wit he Notes. The Issuer anticipates that the Annu Financial Information will be file y Dated: day of \ 20 01231510-1\10714-124 OF IOWA CITY, STATE OF IOWA DELIVERY CERTIFICATE We the undersigned, Mayor and City Clerk, and Finance Director, do hereby certify that we e the officers, respectively above indicated, of a municipal corporation in the State of Iowa, kno as the City of Iowa City, State of Iowa; that in pursuance of the provisions of Sections 394.24 384.82 and 384.83, Code of Iowa, there have been heretofore lawfully authorized and this day us lawfully executed, issued, caused to be registered and authenticat d and delivered fully regist ed Water Revenue Refunding Capital Loan Notes, Series 2016D/of the City of Iowa City, S to of Iowa, in the amount of $3,650,000, dated June 16, 201 ,bearing interest and maturing as fo ows: Pri ipal Interest Maturity Amo t Rate July 1st $380,000 5.000% $405,000 5.000% $420,000 5.000% $445,000 5.000% $465,000 5.000% $490,000 5.000°/ $520,000 1.50 /o $525,000 1.7 0% The notes have been executed wi thcX Council and the facsimile signature of e City The notes have been delivered to: Hutchinson, Sho/key, Erley & Co. 2017 2018 2019 2020 2021 2022 2023 2024 signature of the Mayor of the City Illinois, and have been paid for inaccordance with the terms of the c ntract of sale and at a price of $4,017,085.24 and accrue mterest. We further ce 6 that no controversy or litigation is pend g, prayed or threatened involving the incorp ation, organization, existence or boundaries o the City, or the titles of the undersigned office to their respective positions, or the validity of th notes, or the pledge of the net earnings of Water Utility (the "System"), to the payment of the otes or the power and duty of the City o construct, own and operate its System as a revenue pr ucing undertaking and to provide, c ge and apply adequate rates and charges for the full and pro pt payment of the principal interest of the notes, and that none of the proceedings or autho for the issuance of the not s has been repealed, revoked, rescinded, or modified in any manner. We further certify that each of the officers whose signatures appear on the notes were in occupa y and possession of their respective offices at the time the notes were executed and do hereby adbkt and affirm their signatures appearing in the notes. We furllger certify that the present financial condition of the City is as follows: Total wate evenue bonded indebtedness, including above mentioned ter Revenue Refunding Capital Loan Notes, Series 2016D All other indebtednes of any kind, payable from Water Re nues IN WITNESS WHEREOF, w ave hereunto affi d our hands at Iowa City, Iowa, this day of 016. (CITY SEAL) -2- City Finance TAX EXEMPTION CERTIFICATE .:fl CITY OF IO CITY, COUNTY OF JOHNSON, ATE OF IOWA, ISSUER $3,650,000 Water evenue Refunding apital Loan Notes, Series 2016D was prepared by: Ahlers & C ney, P.. 100 Court Aven SuC ite 600 Des Moines, Io 50309 (515) 243-761 TABLE OF CONTENTS This Table of Contents is not a part of this Tax Exemption Certificate and is provided only for convenience of reference. CT I O N..........................................................................................................................1 IDEFINITIONS.........................................................................................................1 V SPECIFIC CERTIFICATIONS, REPRESENTATIONS AND AGR$EMENTS.................................................................................................................4 Section .1 Authority to Certify and Expectations.......................................................4 Section 2. Receipts and Expenditures of Sale Proceeds ............................. ................7 Section2.3 Purpose of Bonds................................................................. ......................7 Section 2.4 Facts Supporting Tax -Exemption Classification ............ ...........................7 Section 2.5 acts Supporting Temporary Periods for Proceeds...................................8 Section 2.6 R olution Funds at Restricted or Unrestricted Yi d .................................8 Section 2.7 Pe ining to Yields...................................................................................10 ARTICLE III REBATE ...........................................................................................................11 Section3.1 Record.....................................................................................................11 Section3.2 Rebate F d.............................................................................................11 Section 3.3 Exceptions o Rebate.................................................................................12 Section 3.4 Calculation o Rebate Amount.................................................................12 Section 3.5 Rebate Requir ents and the and Fund..................................................12 Section 3.6 Investment of th Rebate F d..................................................................13 Section 3.7 Payment to the U 'ted St es.....................................................................13 Section3.8 Records ................... ...............................................................................13 Section 3.9 Additional Payment ................................................................................14 ARTICLE IV INVESTMENT REST CT NS........ Section 4.1 Avoidance of Pr ibited ent! Section 4.2 Market Price equirement... ....... Section 4.3 Investment ' Certificates of c Section 4.4 Investme Pursuant to Investm Section 4.5 Records ......................................... Section 4.6 hies ents to be Legal ................ ...........................................................14 ...........................................................14 it........................................................15 Contracts and Agreements ................15 ARTICLE V GENERAL OVENANTS.......................................... ARTICLE VI AMEND ENTS AND ADDITIONAL AG EMEP Section 6.1 inion of Bond Counsel; Amendments........... Section 6.2 Additional Covenants, Agreements .................... Section 6.3 Internal Revenue Service Audits ........................ Section 6. Amendments....................................................... ARTICLE VII URTHER CERTIFICATIONS WITH RESPECT EXHIBIT "A" ...............................17 ...............................17 ,Q ............................... ...............................18 ...............................18 ...............................18 ...............................18 ...............................18 REFUNDING TAX EXEMPTION CERTIFICATE CITY OF IOWA CITY, STATE OF IOWA TH TAX EXEMPTION CERTIFICATE made and entered into on June 16, 2016, by the City of I wa City, County of Johnson, State of Iowa (the "Issuer"). INTRODUCTION This Certs - is executed and delivered in connection with the issu e by the Issuer of its $3,650,000 Wa Revenue Refunding Capital Loan Notes, Series 2016 (the "Bonds"). The Bonds are issued p uant to the provisions of the Resolution of t/Issuauthorizing the issuance of the Bonds. Such Resolution provides that the covenaned in this Certificate constitute apart of the suer's contract with the owners of the Bo The Issuer recogni4s that under the Code (as interest received by the own rs circumstances, and reasonabl time, as well as the observance will take such action with respe legal regulations issued thereur the tax-exempt status of the of the Bonds is dependent on, among other things, the facts, ;xnectations of the Issuer/as to future facts not in existence at this certain covenants to the Bonds as 6 order to e2i Bonds, including the observance ofVART Certificate. 1010 The following terms as u din this Cert The terms defined in the Resol ion shall retain Certificate. Other terns used ' this Certificate in the Regulations. 'the future. The Issuer covenants that it be required by the Code, and pertinent i and maintain the tax-exempt status of the nts contained in the Resolution and this tte shall have the meanings set forth below. meanings set forth therein when used in this 1 have the meanings set forth in the Code or • ")&inual Debt Service" means thleprincipal of and interest on the Bonds scheduled to b paid during a given Bond Year. \ • "Bonds" means the $3,650,000 aggre ate principal amount of Water Revenue efunding Capital Loan Notes, Series 2016 of the Issuer issued in registered /attocy uant to the Resolution. "Bond Counsel" means Ahlers & Cooney, P. ., Des Moines, Iowa, or an t law or a firm of attorneys of nationally recognize standing in matters to the tax-exempt status of interest on obligations is ued by states and their ubdivisions, duly admitted to the practice of law befor the highest court of any State of the United States of America. "Bond Fund" means the Sinking Fund described in • "Bond Purchase Agreement" means the binding contract in writing for the Of the Bonds. • "Bond Year" as defined in Regulation 1.148-1(b), means a one-year period begi ing on the day after expiration of the preceding Bond Year. The fust Bond Year shall b he one-year or shorter period beginning on the Closing Date and ending on a principal interest payment date, unless Issuer selects another date. • "Bond Yield" means that discount rate which produces an t equal to the Issue Price the Bonds when used in computing the present value o I payments of principal and int st to be paid on the Bonds, using semiannual comp riding on a 360 - day year as computad under Regulation 1.148-4. means this Tax Exemption • "Closing"mans the deliv/enue m exchange for the agreed upon purchase price. • "Closing Date" m ans the • "Code" means the In realf 1986, as amended, and any statutes which replace or supplement e Code of 1986. • "Computation Date" each five-year period from the Closing Date through the last day of the fifth and ach s ceeding fifth Bond Year. • "Excess Earning means the ount earned on all Nonpurpose Investments minus the amou which would ha been earned if such Nonpurpose Investments were invested a rate equal to the B d Yield, plus any income attributable to such excess. • "Fina] and Retirement Date" means the ate on which the Bonds are actually paid in full. Advisor" means Public Financial N%nagement, Inc. "Governmental Obligations" means direct genera bligations of, or obligations e time payment of the principal of and interest on ch is unconditi ally guaranteed by the United States. "Gross Proceeds" as defined in Regulation 1.148-1(b), meXns any Proceeds and any replacement proceeds (as defined in Regulation 1. 149,-1(c)) of the • "Gross Proceeds Funds" means the Reserve Fund, Project Fund, eld to pay cost of issuance, and any other fund or account held for the benefit of owners of the Bonds or containing Gross Proceeds of the Bonds except the Bond 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 e public. For those maturities where less than 10% of such maturity has been sold at th 'nitial offering price, the price for that maturity is determined as of the date of the Bon urchase Agreement based upon the reasonably expected initial offering rice to thepubNc. The Purchasers have certified the Issue Price to be not more tha $4,032,116,8.75. • "Issuer" means the City of Iowa City, a municipal co oration in the County of Jo on, State of Iowa. • "Mr or Portion of the Bonds", as defined in R lation 1.148-2(g), means the lesser of five (5) rcent of Proceeds or $100,000/Tnhe inor Portion of the Bonds is computed to be $100,0 • "Nonpurpos vestments" means aninvestment property which is acquired with Gross Proceeds d is not acquired carry out the governmental purpose of the Bonds, and may include tis not limite o U.S. Treasury bonds, corporate bonds, or certificates of deposit. "Proceeds" as defined investment proceeds and transferred • "Project" means more fully described in the Res ation 1.148-1(b), means Sale Proceeds, of the Bonds. revenue obligations of the City as • "Project Fund" Oall mean the fund hkto which a portion of the Proceeds that will be used, together wiffi interest earnings then n, to pay the principal, interest and redemption premium, if an , on the Refunded Bonds. Illinois, constituting Certificate. Certificate. As" means Hutchinson, Shockey E ey & Co., of Chicago, initial purchasers of the Bonds from tke Issuer. Amount" means the amount computed as ilkscribed in this Fund" means the fund to be created, if • "Rebate Payment Date" means a date chosen by the Issuer more th 60 days following each Computation Date or the Final Bond R "Refunded Bonds" means $4,085,000 of the $7,115,000 Water Capital Loan Notes, Series 2008D dated October 15, 2008. "Refunding Bonds" means the Bonds. to this is not :nt Date. • "Regulations" means the Income Tax Regulations, amendments and successor provisions promulgated by the Department of the Treasury under Seco s 103, 148 and 149 of the Code, or other Sections of the Code relating to "arbitrage b ds", cl ding without limitation Regulations 1.148-1 through 1.148-11, 1.149(b -1, 1.149- 1.150-1 and 1.150-2. "Replacement Proceeds" include, but are not limitedX1 sinking funds, amounts at are pledged as security for an issue, and amounts th are replaced because of a suffici\theiss ct nexus to a governmental purpose of an i ue. •olution" means the resolution of the /Iserdopted on May 17, 2016, authorizingance of the Bonds. • "Sale ceeds" as defined in Regula actually or constructivel received from the sale o th pay underwriter's discount r compensation and ecru accrued interest. • "Sinking Fund" ans the and Fund. • "SLGS" means Government Series. • "Tax Exempt on which is excludable from the Code and include certain funds and demand deposit S) n 1.148-1(b), means any amounts Bonds, including amounts used to d interest other than pre -issuance Treasury securities of the State and Local ns bonds or other obligations the interest of the owners thereof under Section 103 of tnt companies, stock in tax-exempt mutual • "Taxable bligations" means all inve\and rty, obligations or securities other than Ta Exempt Obligations. • "Veri cation Certificate" means the ached to this Certificate as Exhibit A, settin forth the yield, weighted averagnd certain other facts concerning the p ' e at which the Purchaser will reohe Bonds to the public. ARTICLE II CERTIFICATIONS, REPRESENTATIONS AND AGREEMENTS The Issuqf hereby certifies, represents and agrees as follows: 2.1 Authority to Certify and Expectations (a) The undersigned officer of the Issuer along with other officers of the are charged with the responsibility of issuing the Bonds. M (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 pro as ification of it by the Commissioner of the Internal Revenue Service s a bond vhich may certify bond issues under Section 1.148-2(b)(2) of th egulations. II are made n hereof, inclu delivery of the amounts into v such payments The certifications, representations and agreem/en.forth in this Article the basis of the facts, estimates and circumstexistence on the date g the following: (1) with respect to amounts to be received from onds, amounts actually received, (2) wither spect to payments of al\ous funds or accounts, review of the aiAhorizations or directions for with respect to the Verification Certifi actual expenditures will be spent for pu by the Issuer pursuant to the Re lution and this Certificate, (3) ;ue Price, the certifications of,tge Purchasers as set forth in the %, (4) with respect to expe iture of the Proceeds of the Bonds, in a reserve fund, the certiflpati do of the Issuer as to when the Proceeds Project, (5) ith respect to amounts reasonably required ns of the nancial Advisor as set forth in Exhibit B hereto, (6) with respect to B d Yield, r iew of the Verification Certificate, and (7) with respect to the amount of gove ent d qualified 501(c)(3) bonds to be issued during the calendar year, the budgetin d resent planning of Issuer. The Issuer has no reason to believe such facts, estimates o ircumstances are untrue or incomplete in any material way. (e) To the best opfhe knov Issuer, there are no facts, a imates or representations, certifica 'ons or agreemeists expectations herein set ut are reasonable. �� (f) Noangement exists under the Bonds would directly or indirectly go or thereof. and belief of the undersigned officer of the istances that would materially change the set forth in this Certificate, and the the payment of principal or interest on A by the United States or any agency /theU ) After the expiration of any applicable mporary periods, and excluding ts n a bona fide debt service fund or reserve d, not more than five percent Proceeds of the Bonds will be (a) used to a loans which are guaranteed ted States or any agency or instrumentalityther f, or (b)invested in federally eposits or accounts.) The Issuer will file with the Internal Revenue Se ice in a timely fashion 8-G, Information Return for Tax -Exempt Government Obligations with the Bonds and such other reports required to comply with e Code and e Regulations. (i) The Issuer will take no action which would cause the BonXs to become "private activity bonds" as defined in Section 141 (a) of the. Code, includin 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 as provided in Section 6.1 hereof. ) Except as provided in the Resolution, the Issuer will not estaby9h any sinking fu d, bond fund, reserve fund, debt service fund or other fund reas ably expected to"be used to pay debt service on the Bonds (other than the Bopd Fund and any Reserve Fun exercise its option to redeem Bonds prior to maturity effect a refunding of the Bonds. (1)No nds or other obligations of the Issuer (1) ere sold in the 15 days preceding the date o ale of the Bonds, (2) were sold or wVbe sold within the 15 days after the date of sale o e Bonds, (3) have been deliver in the past 15 days or (4) will be delivered in the next days pursuant to a commo Ian of financing for the issuance of the Bonds and payable t of substantially the s e source of revenues. (m) None of the Pr eeds of the Bon will be used directly or indirectly to replace funds of the Issuer used erectly or in ectly to acquire obligations having a yield higher than the Bond Yield. (n) No portion of the Bo s ' issued for the purpose of investing such portion at a higher yield than the Bond Yield/nterest (o) The Issuexpect at the Proceeds of the Bonds will be used in a manner that would cause"arbitra e bonds" as defined in Section 148(a) of the Code. The Issuer does nat the Pro eeds of the Bonds will be used in a manner that would cause on the Bo s to be includible in the gross income of the owners of the Bondsode. The Iss er will not intentionally use any portion of the Proceeds tgher yielding vestments. (p) The Is er will not use the Proceeds of e Bonds to exploit the difference between tax-exemp and taxable interest rates to obtain\wil ancial advantage. (q) a Issuer has not issued more Bonds, isds earlier, or allowed the Bonds to re ain outstanding longer than is reasonabto accomplish the governmenta urposes of the Bonds and in fact, the Boemain outstanding longer than20% of the economic useful life of the asswith the Proceeds of the Bonds r) The Bonds will not be Hedge Bonds as described in Se 'on 149(g)(3) of the C de because the Issuer reasonably expects that it will meet the Expkiditure test set fo in Section 2.5(b) hereof and that 50% or more of the Proceeds will n be invested i Nonpurpose Investments having a substantially guaranteed yield for four r more (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 s ings attributable to lower interest rates. The Issuer will not realize any material fin cial advantage (based on arbitrage or otherwise) in connection with the issuance of the nds, or in connection with any transaction or series of transactions connected with the iss ance of the Bonds, apart from savings attributable to lower interest rates. Except fo costs of issuance, all Sale Proceeds and investment earnings thereon will be expended for cost of the type that would be chargeable to capital accounts under the Code pursuant to federal i come tax principles if the Issuer were treated as a corporation subject to federal income ta2ti . , Section 2.2 R ei )ts and Ex enditures of Sale Proceeds Sale Proceeds total' $4,032,168.25 (par of $3,650,000 plus re/ipremium of $382,168.35), less underwrit 's discount of $15,083.11, received at Clount of $4,017,085.24 are expected to b deposited and expended as follows: (a) $-0- represe ting pre -issuance accrued inteXst will be deposited into the Bond Fund and will be used pay a portion o/inter accruing on the Bonds on the first interest payment date; an(b) $ -0- representing osts of issus will be used within six months of the Closing Date topay a costs othe Bonds; and (c) $4,017,085.24 will be ed ogether with funds transferred from the Reserve Fund on the Refunded Bonds i the amount of $67,914.76 to pay the principal, -interest and redemption premium, if y,\theRefimded Bonds; and (d) $-0- will be depos' ed intFund. Section 2.3 Pu ose of Bo sThe Issuer is issuing the nds to refund Bonds prior to maturity in order to realize debt service savings a to lower interble on the Refunding Bonds. Section 2.4 Governmental Bonds Tb/Bonds are considered to be governmental bonds, not s bject to the provisions of the alternate minimum tax. The Proceeds will be used for the p oses described in 2.3 hereof. These bonds are not private activity bonds becausX no amount of s of the Refunded Bonds were used in a trade or business carrion by a non- Ilkaental unit. Rather, the Proceeds will be used to finance the gene 1 government ns and facilities of the Issuer described in Section 2.3 hereof. Non of the 7 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. \No amount of Proceeds of the Refunded Bonds were used directly or indirectly to make or nance loans to persons other than governmental units. The Issuer willus e Proceeds of the Bonds to refund the Refunded Bond . The Issuer has complied with the cove is and restrictions with respect to arbitrage and i estment requirements, yield restriction and post -closing restrictions on rVirest bursement and change in use imposed by the C e and Regulations on the Refunce the issue date of the Refunded Bonds so as to m ' tain the tax-exempt status ofthe Refunded Bonds. The Issuer will comply with 11 certifications set forth inrein. The Issuer has complied with an\Temn ontinue Zfor with all rebate requirements applicable to the Refunded Bonds. Section 2.5 Facts Su ortin ra Perioceeds (a)Time Test. Not later than onths after the Closing Date, the Issuer will incur a substantial binding obligatio a third party to expend at least 5% of the net Sale Proceeds of the Bonds. (b) Expenditure Test. lWot less than 8 /o of the net Sale Proceeds will be expended for Project costs,ZeTest. mg the reimburs ent of other funds expended to date, within a three-year temporod from the Closet Date. (c) Due Dili e The Issuer has inc ed a substantial binding obligation to accomplis a refunding. The refunding wl proceed with due diligence to completion. (d) Pro eeds of the Bonds representing less than sixXnonths accrued interest on the Bonds w�g be spent within six months of this date to pay i terest on the Bonds, and will be insted without restriction as to yield for a temporary eriod not in excess of six months. Sectionx6 Resolution Funds at Restricted or Unrestricted Yield pro4d(a) Proceeds of the Bonds will be held and accounted for in theNnarmer ed. in the Resolution. The Issuer has not and does not expect to createlvr establish any other bond fund, reserve fund, or similar fund or account for the Bonds. 4e 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 co stitute less than a major portion of the Bonds or to be restricted for investment at a yiel not greater than one-eighth of one percent above the Bond Yield. The Issuer has established and will use the Bond F d primarily to achieve a roper matching of revenues and debt service within ch Bond Year and the Issuer will ply moneys deposited into the Bond Fund to pa the principal of and interest on Bonds. Such Fund will be depleted at least nce each Bond Year except for a reasonab carryover amount. The carryover amo t will not exceed the greater of (1) one year's a ngs on the Bond Fund or (2) one- elfth of Annual Debt Service. The Issuer will spend oneys deposited from time to ti a into such fund within 13 months after the date of de osit. Revenues, intended to b used to pay debt service on the Bonds, will be deposited in the Bond Fund as set fib in the Resolution. The Issuer will spend interest earned on mo eys in such fund not re than 12 months after receipt. Accordingly, the Issue will treat the Bon and as a bona fide debt service fund as defined in Regulation 1. 8-1(b). Investment of amounts on osit i e Bond Fund will not be subject to arbitrage rebate requirements as the Bonds meet the fe or set forth in Regulation 1.148-3(k), because the average annual debt service on the Bo will not exceed $2,500,000. (d) The Minor PoAion iqf the Bonds will be invested without regard to yield. (e) A Reserve and is est lished to secure the Bonds, however, the Issuer does not expect that prig cipal of or in te est on the Bonds will be paid from the Reserve Fund. Monies in the Peeserve Fund will t be accumulated except to a reasonable extent. Within one year of r ceipt, earnings upon a investment of the Reserve Fund monies will be commingl9d with other revenues fro the operations of the Issuer which are substantial in a unt for accounting and expe iture. (f) The amounts on deposit in the Res e Fund will at all times be equal to or less than a Allowable Reserve Fund Amount. Wever, if the amount in the Reserve Fund ext ds the Allowable Reserve Fund Amount, s h excess must be invested at a yield no 'gher than the Bond Yield or will be invested i Tax Exempt Obligations. (g) For purposes of Subsections (e) and (0, the llowing terms shall have the me ' es set forth below: (1) "Allowable Reserve Fund Amount" as des 'bed in Regulation 1.148-2(f)(2) means an amount equal to the lesser of (10) p cent of the stated principal amount of the Bonds, the maximum annual princip and interest coming due on the Bonds, or 125% of the average annual print al and interest coming due on the Bonds. The Allowable Reserve Fund Amoun 's computed to be $365,000. 9 (2) "Reserve Fund" means that portion of the Revenue Fund as described in the Resolution. (h) The Bond Fund and the Reserve Fund are funds which either (a) are reasonably expected to be used to pay debt service on the Bonds and Panty Bonds, or (b) e pledged to the payment of debt service on the Panty Bonds should other sources p ve insufficient. The Bond Fund is a "sinking fund" as defined in Regulation 1.148- 1(c 2). The Bond Fund and the Reserve Fund apply to two or more issues, and each fund � the aggregate shall be referred to as a "Commingled Fund". Each Commingled Fund s all be allocated among the various issues of Bonds and Parity Bonds according to the methods described below. (i)\orth rposes of Subsection (h), the following t shall have the meanings sow: "Bond Fund Allocation Factor" sha a determined by dividing the origmount of the Bonds, $3,650,000, the sum of the original face amooutstanding Parity Bonds. (2) anty Bonds" means the 96nds, and all other outstanding bonds of the Issuer rank g on a panty with th onds as set forth in the Resolution. (3) "Rese e Fund A the original principal allount of face amounts of all outst ding; A portion of the investments in eac C, allocated to the Bonds by applying a cert n F value of the investments in the applica e Con Bonds is no longer outstanding and e ch time calculate the Series 2016D Share f the Bond dtion Factor" shall be determined by dividing Bonds, $3,650,000 by the sum of the original tv Bonds. rgled Fund and earnings thereon shall be ige (the "Series 2016D Share") of the market ed Fund. Each time an issue of Panty mal Panty Bonds are issued, the Issuer shall and Reserve Fund. The Series 2016D Share is determined for each Commingl d Fund by applyi the Bond Fund Allocation Factor and the Reserve Fund Allocation Factor as applicable. Each 'me it shall be necessary to determine the earnings on the Bond Fund Fact/ a Reserve Fund, the Iss er shall multiply the earnings for the applicable Commingled Fun by the applicable Series 20 6D Share. The Issuer may, at any time, use any other allocat' n method for the Reserve Funr the Bond Fund allowed by Regulation 1.148-6(e)(6) Section 2.7 /sbal The purchase price of all Taxable Obligation to which restrictions apply ertificate as to investment yield or rebate of Exce Earnings, if any, has been e calculated using (i) the price taking into account di count, premium and terest, as applicable, actually paid or (ii) the fair marke value if less than the ally paid and if such Taxable Obligations were not purch sed directly from the tes Treasury. The Issuer will acquire all such Taxable Ob 'gations directly nited States Treasury or in an arm's length transaction with ut regard to any aid to reduce the yield on such Taxable Obligations. The Iss will not pay or 10 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 e treated as though they were acquired for their fair market value on the date of such p dge or deposit. Obligations on deposit in any reserve fund on the Closing Date shall be 4ated as if acquired for their fair market value on the Closing Date. Qualified guarantees have not been used in computing yield. '0'\ c) The Bond Yield has been computed as not less than percent. This Bond Y Id has been computed on the basis of a purchase price fo the Bonds equal to the Issue Pri ARTICLE III REBATE Section 3.1 Records Sale Proceeds of the Bonds wi beheld and accou ted for in the manner provided in the Resolution. The Issuer will maintain ad uate records r funds created by the Resolution and this Certificate including all deposits, with rawals, tr sfers from, transfers to, investments, reinvestments, sales, purchases, redemption liquid 'ons and use of money or obligations until six years after the Final Bond Retirement Dat Section 3.2 Rebate Fund (a) In the Resolution, th Issuer hhbk covenanted to pay to the United States the Rebate Amount, an amount equal o the Excess arnings on the Gross Proceeds Funds, if any, at the times and in them er required or p fitted and subject to stated special rules and allowable exception . (b) The Issuer ay establish a fund pursu to the Resolution and this Certificate which is herei referred to as the Rebate Fun The Issuer will invest and expend amounts on de sit in the Rebate Fund in accord e with this Certificate. (c) Mone sin the Rebate Fund shall beheld by th Issuer or its designee and, subject to Sections .4, 3.5 and 6.1 hereof, shall be held for fu e payment to the United States as contemn ated under the provisions of this Certificate an shall not constitute part of the trust state held for the benefit of the owners of the Bon or the Issuer. (yhe The Issuer will pay to the United States from legally av ' able money of the Issueether or not such available money is on deposit in any fun r account related toBonds) any amount which is required to be paid to the Unite tates. 11 Section 3.3 Exceptions to Rebate The Issuer reasonably expects that the Bonds are eligible for one or more exceptions from the arbitiTge rebate rules set forth in the Regulations. If any Proceeds are ineligible, or become ineligible, or an exception to the arbitrage rebate rules, the Issuer will comply with the provisions o this Article III. A description of the applicable rebate exceptions is as f ows: • S�4 Month Exception The Gross P ceeds of the Bonds are expected to be fully expended r the governmental purposes for which th Bonds were issued no later than six months after t date of issue. If contrary to the reasonab expectations of the Issuer, the Gross Proceed are not expended within six months, the Issuer wil omply with the arbitrage rebate requirem is of the Code. Election with respect to Reserve Fund earnings. The Issuer elects pursuano Code Section 148(f)(4 the Reserve Fund from ACP and to omply with the rebate If the Issuer fails to meet thefo going expend/ e with the arbitrage rebate requirements o e Code. Section 3.4 to exclude earnings on s from the Closing Date. schedule, the Issuer shall comply (a) As soon after each Com tation Date as practicable, the Issuer shall, if necessary, calculate and determine th x ss Earnings on the Gross Proceeds Funds (the "Rebate Amount"). All calculation and det /nations with respect to the Rebate Amount will be made on the basis factual fa is as of the Computation Date and reasonable expectations as to fu re events. (b) If the Rebate ount exceeds th\un currently on deposit in the Rebate Fund, the Issuer ma deposit an amountate Fund such that the balance in the Rebate Fund after s ch deposit equals thount. If the amount in the Rebate Fund exceeds th ebate Amount, the Iithdraw such excess amount provided that such wit rawal can be made froo 'ginally transferred to the Rebate Fund and not om earnings thereon, whot b transferred, and only if such withdrawal m be made without liquidatents a loss. Section 3.5 It is expected at the Bond Fund described in the Resolution and Sect n 2.6(c) of this Certificate will be tri ated as a bona fide debt service fund as defined in Rego at n 1.148-1(b). As such, any amo t earned during a Bond Year on the Bond Fund and amounts ed on such amounts, if alloc ed to the Bond Fund, will not be taken into account in calculating he Rebate Amount if the ual gross earnings on the Bond Fund for such Bond Year are less th $100,000 or i average annual debt service will not exceed $2,500,000. However, shou annual gross earn s exceed $100,000 or should the Bond Fund cease to be treated as a bona fi debt 12 service fund, the Bond Fund will become subject to the rebate requirements set forth in Section 3.4 hereof. \7tun n 3.6 Investment of the Rebate Fund (a) Immediately upon a transfer to the Rebate Fund, the Issu may invest all ts in the Rebate Fund not already invested and held in the Reb e Fund, to the ossible, in (1) SLGS, such investments to be made at a yie of not more than of one percent above the Bond Yield, (2) Tax Exem Obligations, (3) direct tion of the United States or (4) certificates of deposit o any bank or savings and socia 'on. All investments in the Rebate Fund shall e made to mature not later e next ebate Payment Date. (b) If a Issuer invests in SLGS, the Iss r shall file timely subscription for such sec 'ties (ifrequired). To the exte t possible, amounts received from ng SLGS shal a reinvestedimmediately ' zero yield SLGS maturing on or the next Rebate ayment Date.n 3.7 Pa ent to the United Stat (a) On each Reba Payme Date, the Issuer will pay to the United States at least ninety percent (90%) oft e Re to Amount less a computation credit of $1,000 per Bond Year for which the paym t ' made. (b) The Issuer will p y t the United States not later than sixty (60) days after the Final Bond Retirement Da all rebatable arbitrage as of such date and any income attributable to such rebatabl arbitrage s described in Regulation 1.148-3(f)(2). (c) If necess , on each Reba e Payment Date, the Issuer will mail a check to the hitemal Revenue Se ice Center, Ogde UT 84201. Each payment shall be accompanied by a cop of Form 8038-T, Ar 'trage Rebate, filed with respect to the Bonds or other info atiion reporting form as required to comply with the Code and applicable Regula ' ns. Section 3.8 cords (a) The Issuer will keep and retain adequa records with respect to the Bonds, the rocs Proceeds Funds, the Bond Fund, the serve Fund, and the Rebate Fund until ix years after the Final Bond Retirement Date. Such records shall include descripti s of all calculations of amounts transferred to th Rebate Fund, if any, and descrip ons of all calculations of amounts paid to the United tates as required by this Certi ate. Such records will also show all amounts earned on oneys invested in such fun , and the actual dates and amounts of all principal, interest d redemption pr iums (if any) paid on the Bonds. (b) Records relating to the investments in such Funds sha completely describe all transfers, deposits, disbursements and earnings including: 13 (1) 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 date of deposit into the Reserve Fund, or the Closing Date if different from the purchase date. (2) the amount and source of each payment to, and amount, and payee of each payment from, each such Fund. Section 3.\whic nal Payments The Issuerees to pay to the United States Issuer (whether ovailable money is on deposit in Bonds) any amourequired to be paid to the Uni�tinafundrelatedtfor transfer to the Rebate Fxinc Section 4.1 The Issuer will not enter into anytPqnsacl deposited into the Rebate Fund or patto th Un smaller profit or a larger loss than w uld have e. and had the Bond Yield not been evant to eit investment of any funds in a States because such transacti the transaction had been at a In particular, notwithstand' ; Issuer will not invest or re( provision of this Articl IV. •onyi"egally available money of the K fund or account related to the I States, but which is not available or payment to the United States. n that reduces the amount required to be ;d States because such transaction results in a lted if the transaction had been at arm's length party. The Issuer will not invest or direct the is,Kner which reduc s an amount required to be paid to the United results in a small n fit or larger loss than would have resulted if e and Yield not been relevant to the Issuer. Ws length and had th anything to the contra the investment of any Section 4.2 / Market Price Requirement wined herein or in the Resolution, the in a manner which would violate any (0 The Issuer will not purchase or direct t: for moo than the then available market price for such will Ot sell, liquidate or direct the sale or liquidation the en available market price. (b) For purposes of this Certificate, United States purchased directly from the United States Treasury will be di market price. 14 ise of Taxable Obligations Obligations. The Issuer Ie Obligations for less than obligations be purchased at the Section 4.3 Investment in Certificates of Deposit (a) Notwithstanding anything to the contrary contained herein or in the Re lution, the Issuer will invest or direct the investment of funds on deposit in the Rese e Fund, any other Gross Proceeds Fund, the Bond Fund, and the Rebate Fund, in a certifica of deposit of a bank or savings bank which is permitted by law and by e Resolutio only if the purchase price of such a certificate of deposit is treated its fair market valueson the purchase date and if the yield on the certificate of depo ' is not less than (1) the yi d on reasonably comparable direct obligations of the Uni d States; and (2) the highest y1 Id that is published or posted by the provider to be cp6ently available from the provider 6Q reasonably comparable certificates of deposit o eyed to the public. (b) The ce 'ficate of deposit described in paragraph .3(a) above must be executed by a dealer wh maintains an active secondary mar t in comparable certificates of deposit and ust be based on actual trades a ' sted to reflect the size and term of that certificate of de osit and the stability and rep tation of the bank or savings bank issuing the certificate o eposit. Section 4.4 The Issuer will invest or direct the it Funds, the Bond Fund, and the Rebate Fund repurchase agreement) only if all of the folh (a) The Issuer makes a investment. A bona fide solicitation requirements: / (1) The bid potential providers. funds on deposit in the Gross Proceeds an investment contract (including a ements are satisfied: are in :ion for the purchase of the that satisfies all of the following (2) The id specifications include all m is material if it mah directly or indirectly affect the investment. / and are timely forwarded to terms of the bid. A term or the cost of the (3) The bid specifications include a statement n tifying potential providers tya, submission of a bid is a representation that the otential provider did not c96sult with any other potential provider about its bid, at the bid was determi ed without regard to any other formal or informal agrecNient that the provider has with the issuer or any other person (whethe or not in )n with the Bonds), and that the bid is not being submitted lely as a to the issuer or any other person for purposes of satisfying th ents of paragraph (d)(6)(iii)(B)(1) or (2) of Section 1.148-5 o e (4) The terms of the bid specifications are commercially reasonabi A term is commercially reasonable if there is a legitimate business purpose for 15 term other than to increase the purchase price or reduce the yield of the investment. (5) For purchases of guaranteed investment contracts only, terms of the solicitation take into account the Issuer's reasonably expected posit and drawdown schedule for the amounts to be invested. (6) All potential providers have an equal oppo y to bid and no tential provider is given the opportunity to review other ds (i.e., a last look) be re providing a bid. 7)At least three reasonably competitive roviders are solicited for bids. A asonably competitive provider is a provOer that has an established industry r tation as a competitive provider of e type of investments being purchased. (b) The bids i\ceived by the Issuer (1) The Is er receives at Issuer solicited under Aorta fide sd paragraph (d)(6)(iii)(A) o have a material financial it underwriting transaction is issue until 15 days after the as a financial advisor wit the bid specifications ar interest in the issue. Yr,nro material financial inyrest in the interest in the issue/ all of the following requirements: three bids from providers that the on meeting the requirements of pf 1.148-5 of the Regulations and that do not in the issue. A lead underwriter in a negotiated -,d to have a material financial interest in the date of the issue. In addition, any entity acting t to the purchase of the investment at the time to potential providers has a material financial ha is a related party to a provider that has a ssue 's deemed to have a material financial (2) t least one of the three bi (d)(6)(iii)(B) of Section 1.148-5 of the competitive rovider, within the meaning 1.148-5 of e Regulations. If the Issuer uses an agent to did no bid to provide the investment. The winning bid meets the following in paragraph is from a reasonably (d)(6)(iii)(A)(7) of Section bidding process, the agent (1) Guaranteed investment contracts. If the inve ent is a guaranteed investment contract, the winning bid is the highest yielding bo a fide bid (determined net of any broker's fees). (2) Other investments. If the investment is not a guarant d investment contract, the winning bid is the lowest cost bona fide bid (r cluding any broker's fees). 16 (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 years after the last outstanding bond is redeemed: (1) For purchases of guaranteed investment contract a copy of the t, and for purchases of investments other than guarant d investment ts, the purchase agreement or confirmation. \Reations. e receipt or other record of the amo tactually paid by the Issuestments, including a record of an dministrative costs paid by the Iscertification under paragraph ill (D) of Section 1.148-5 of the each bid that is submitte , the name of the person and entity subm, the time and date of bid, and the bid results. (4) The 'd solicitation fo and, if the terms of the purchase agreement or the gu teed inves ent contract deviated from the bid solicitation form or a submitted bi 's modi 1 , a brief statement explaining the deviation and stating the purpose for th devi on. (5) For purchase of investments other than guaranteed investment contracts, the cost of the st fficientportfolio of State and Local Government Series Securities, determ' ed at a time that the bids were required to be submitted pursuant to a terms o e bid specifications. Section 4.5 Records The Issuer will maintain{ecords of all purchases sales, liquidations, investments, reinvestments, redemptions, dipbursements, deposits, and ansfers of amounts on deposit. Section 4.6 All investments r quired to be made pursuant to this C cate shall be made to the extent permitted bylaw. In the event that any such investment is temuned to be ultra vires, it shall be liquidated anthe proceeds thereof shall be invested in ale 1 investment, provided that prior to reinvesting ch proceeds, the Issuer shall obtain an opinion o and Counsel to the effect that such re' vestment will not cause the Bonds to become arbitra bonds under Sections 103, 148, 149, or any other applicable provision of the Code. 17 ARTICLE V GENERAL COVENANTS The Iss%he,eby covenants to perform all acts within its power necessary to ensure that the reasonable ations set forth in Article II hereof will be realized. The Issuer reasonably expects to comth all covenants contained in this Certificate. ARTICLE VI AMENDMENTS AND ADDITIONAL AGREEMENTS Section 6.1 OniniodNof Bond Counsel: Amendments The various provisions of 1kis Certificate need not be observed d this Certificate may be amended or supplemented at any 'me by the Issuer if the Issuer ceives an opinion or opinions of Bond Counsel that the fai e to comply with such pr isions will not cause any of the Bonds to become "arbitrage bonds" der the Code and tha e terms of such amendment or supplement will not cause any of the Bon to become "arbi ge bonds" under the Code, or otherwise cause interest on any of the BondstQ become in dable in gross income for federal income tax purposes. Section 6.2 The Issuer hereby covenants to make, ex cute d enter into (and to take such actions, if any, as may be necessary to enable it to do so) uch agree ents as may be necessary to comply with any changes in law or regulations in or er to preserve etax-exempt status of the Bonds to the extent that it may lawfully do so. The ssuer further cove is (1) to impose such limitations on the investment or use of moneys or i estments related to th onds, (2) to make such payments to the United States Treasury, (3) to maintain such reco s, (4) to perform such calculations, and (5) to perform suc ther lawful acts as may be ne ssary to preserve the tax- exempt status of the Bonds. Section 6.3 The Internal Revenu Service has not audited the Issuer regarding any ligations issued by or on behalf of the Issu To the best knowledge of the Issuer, no such oblig 'ons of the Issuer are currently unde examination by the Internal Revenue Service. Section 6.4 Amendments Except as erwise provided in Section 6.1 hereof, all the rights, powers, duties an obligations of th Issuer shall be irrevocable and binding upon the Issuer and shall not be sub c1 to amendment Is/ modification by the Issuer. In ARTICLE VII FURTHER CERTIFICATIONS WITH RESPECT TO REFUNDING (a) Property financed with the Proceeds of the Refunded Bond ill not be sol or disposed of, in whole or in part, prior to the last /wersed ither the oblig ions or the last maturity of the Bonds. All of the Proceeds of the Refunded Bonrovide facilities used in the egular operations of the Issuer and neither the output thereof havebeenor a expected to beused in the trade orbusn other than the Issuer. (c) Rei bursement Allocations and Ori nal Expenditures, if any, reimbursed from proceeds of th efunded Bonds complied yfith the Reimbursement Regulations in effect at the time of is ance of the Refunded 136nds. (d)The Proce s of the Ref m ' g Bonds will be used for a current refunding and the Refunding Bonds issued not ore than 90 days before the last expenditure of any Proceeds of the RefundiN Bonds r payment of debt service on the Refunded Bonds. The Proceeds of the R d' g Bonds will be invested in materially higher yield acquired obligations for a tempo period of not to exceed 90 days. (e) No Proceeds of e funded Bonds remain unspent. No sinking fund has been established for the Refu ded Bo ds. No amount of proceeds of the Refunded Bonds are invested f/atorary pen d or as part of a minor portion of the Refunded Bonds. IN WITNESS WHEhe Issuer has ca sed this Certificate to be executed by its duly authorized officer, all aday first above 'tten. (SEAL) Finance Iowa T City of Iowa City, State of EXHIBIT "A" PURCHASER'S CERTIFICATE I, dwundersigned, do hereby certify that I am the of Hutchinson, Schockey, ENCy & Co. of Chicago, Illinois (the "Purchaser"), hereby certifies as follows: 1. T t the Purchaser and the City of Iowa City (the "Issuer"), hav entered into a contract (the "Con act") dated May 17, 2016 (the "Sale Date"), concerning Pdrchase by the Purchaser from Issue of $3,650,000 Water Revenue Refunding Capital L Notes, Series 2016D, dated June 16, 016 (the "Bonds"). 2. That the Con act is in full force and effect and has t been repealed, rescinded or amended. 3. That the Purchaser ereby confirms that all oft e Bonds have been the subject of a bona fide initial offering to the pu 'c (excluding bond ho es, brokers or similar persons or organizations acting in the capacity o derwriters, plac ent agents, or wholesalers) (the "Public") at the price for each maturity o the Bonds ass own on the Final Official Statement related to the issuance of the Bonds, and a addenda ereto (the "Price"); and that in offering the Bonds to the Public, the Purchaser did n resery or hold back any Bonds for itself, its affiliates or its affiliated accounts or for any o er p rson not part of the Public. For purposes of this Certificate, "affiliate" means any company controls, is controlled by, or is under common control with the Purchaser, and "affili e ccount" means any account of the Purchaser or its affiliates that is controlled by the Purcha er or ffiliate or in which the Purchaser or an affiliate has a beneficial ownership. 4. That on the Sale Date baseX upon the Purchasse� 's assessment of then prevailing market conditions, the Price for the Bon s of each maturity dill, t exceed the fair market value to the Public of the Bonds of such matufitv as of the Sale Date. n 5. That as of the Sale D to the Purchaser reasonably exp, ec d that (a) the first sale to the Public of an amount of Bonds each maturity equal to ten percent o more of such maturity of Bonds (the "First Substantial B o_ ,) would be at the Price for such ma �ty and (b) no Bonds of any maturity would be old at a higher price before the First Subst tial Block of Bonds of such maturity was sold to the Public at the Price, and that, in additi N accrued interestto the date of issuance of the onds by the Issuer will be paid by the investorgchasing the Bonds. 6. That the yield on the Bonds is based on the Price rei 7. That power to make the P chaser agrees that based upon the Price reflected herein t e arbitrage %, and that the weighted average maturity of th Bonds ted herein is years. undersigned is a duly authorized representative of the Purchaser, with the herein. IN WITNESS HERETO, I affix my signature this day of 2016. CERTIFICATE OF FINANCIAL ADVISOR I, the undersigned, do hereby certify that I am the 'c Financial Management, Inc. (the "Financial Advisor' The Financi Advisor 1 dges that this Certificate is given, in part, as the basis for certain r resentations made in the Tax xempfion Certificate delivered by the C/thB wa City, Stat of Iowa (the "Issuer"), as of the dat hereof, in connection with the issuancWater Revenue Refunding Ca 'tal Loan Notes, Series 2016D, of ththe " Bo ds "), and as a basis for certain opinions f Ahlers & Cooney, P.C., Bond Cith re and to the tax-exempt status of the Bonds. All finitionscontained in the Tax n C 'ficate are hereby incorporated by reference. 1. Since Issu revenues are subject to beyond its control, potential purchasers of the Bonds ex ct a reserve fund to beed to provide some measure of protection for their investmen and to provide a woriod for the Issuer in case of adversity. 2. A reasonable time p nod for reserve fund provided in the ResoluflRn autl reasonably required under current market cc IN WITNESS WHEREOF, I .2016. ig a workout is one year. Therefore, the the issuance of the Bonds is, in our opinion, affix my official signature this day of IRE FINANCIAL MANAGEMENT, INC. Council Member Thomas introduced the following Resolution entitled "RESOLUTION AUTHORIZING THE REDEMPTION OF OUTSTANDING WATER REVENUE REFUNDING CAPITAL LOAN NOTES, SERIES 2008D, OF THE CITY OF IOWA CITY, STATE OF IOWA, DATED OCTOBER 15, 2008, AND DIRECTING NOTICE BE GIVEN" and moved its adoption. Council Member Taylor seconded the motion to adopt. The roll was called and the vote was, AYES: Botchway, Cole, Mims lor, Thomas, Thro NAYS: None ABSENT: Dickens Whereupon, the Mayor declared the resolution duly adopted as follows: Resolution No 16-173 RESOLUTION AUTHORIZING THE REDEMPTION OF OUTSTANDING WATER REVENUE REFUNDING CAPITAL LOAN NOTES, SERIES 2008D, OF THE CITY OF IOWA CITY, STATE OF IOWA, DATED OCTOBER 15, 2008, AND DIRECTING NOTICE BE GIVEN WHEREAS, the City did by resolution dated September 23, 2008, authorize the issuance of $7,115,000 Water Revenue Refunding Capital Loan Notes, Series 2008D, (the "Notes") dated October 15, 2008; and WHEREAS, the Notes are redeemable in any order of their numbering on July 1, 2016 or any date thereafter upon giving notice in the manner provided in the resolution authorizing the issuance of the Notes; and WHEREAS, it is deemed necessary and advisable that $4,085,000 be so redeemed on July 1, 2016 and notice of redemption be given according to the terms of the resolution authorizing issuance of the Notes. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, STATE OF IOWA: Section 1. That outstanding Water Revenue Refunding Capital Loan Notes, dated October 15, 2008, in the principal amount of $4,085,000, be and the same are hereby redeemed as of July 1, 2016. Section 2. The Registrar and Paying Agent, U.S. Bank National Association, is hereby authorized and directed to cause notice of such redemption be given not less than thirty (30) days -2- prior to the redemption date and to cause notice of redemption to be mailed to the registered owners of the Notes by ordinary mail, and to notify DTC, and to notify the Insurer, Financial Security Assurance, One Market, 1550 Spear Tower, San Francisco, California 94105. Section 3. The Finance Director is hereby authorized and directed to cause to be deposited in a separate fund sum sufficient to pay all principal and interest on the redeemed Notes to the date of redemption and to notify the City's dissemination agent to post the Notice of Redemption to the MSRB's website (EMMA) in searchable PDF format for the refunded Notes in accordance with the Continuing Disclosure Certificate for the Notes. Section 4. That the form of such notice be substantially as follows: -3- NOTICE OF THE CALL OF NOTES FOR REDEMPTION TO THE HOLDERS OF THE FOLLOWING DESCRIBED NOTES: Please take notice that the Notes described below have been called for redemption. Owners of the Notes should present their Notes for payment on the redemption date. Issuer: City of Iowa City, State of Iowa Original Issue Amount: $7,115,000 Note Issue: Water Revenue Refunding Capital Loan Notes, Series 2008D Dated Date: October 15, 2008 Redemption Date: July 1, 2016 Redemption Price: At par, plus accrued interest Notes Called for Redemption CUSIP Principal Interest Maturity Numbers Amount Rate July 1st 462380 FF8 $445,000 4.000% 2017 462380 FG6 $460,000 4.000% 2018 462380 FH4 $475,000 4.000% 2019 462380 FJO $495,000 4.000% 2020 462380 FK7 $515,000 4.125% 2021 462380 FL5 $540,000 4.250% 2022 462380 FM3 $565,000 4.375% 2023 462380 FN $590,000 4.375% 2024 No representation is made as to the accuracy of the CUSIP numbers printed herein or on the Notes. The above Notes should be presented to U.S. Bank National Association, St. Paul, Minnesota. This represents a full call of the outstanding obligations. All interest will cease to accrue on the Redemption Date. U.S. Bank National Association St. Paul, Minnesota Registrar (End of Notice) me PASSED AND APPROVED this 17th day of May, 2016. ATTEST: City erk M or -5- ;t 3