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2017-05-16 Resolution
Ho) Prepared by: Kumi Morris, Facility Manager, 220 S. Gilbert Street, Iowa City, IA 52240 (319) 356-5082 RESOLUTION NO. 17-160 RESOLUTION AUTHORIZING THE MAYOR TO SIGN AND THE CITY CLERK TO ATTEST A CONSULTANT AGREEMENT WITH SHIVE-HATTERY, INC. FOR THE HVAC SURVEY AND BUILDING AUTOMATION SYSTEMS DESIGN PROJECTS FOR CITY HALL, ROBERT A. LEE RECREATION CENTER, AND MERCER PARK AQUATIC CENTER AND FOR BOILER REPLACEMENT PROJECT AT MERCER WHEREAS, a Request for Proposal was put out for a firm to provide architectural and engineering design and consulting services for three interrelated projects: an HVAC Survey for City Hall, Robert A. Lee Recreation Center, and Mercer Aquatic Center; Building Automation Systems ("BAS") design for City Hall, Robert A. Lee Recreation Center, and Mercer Aquatic Center; and boiler and air handler replacement at Mercer, WHEREAS, these projects have been initiated to reduce the energy and operating costs of the three City facilities, to have a full inventory of HVAC equipment and the useful life and replacement recommendations, and to upgrade or implement BAS that have limited capabilities and are reaching the end of their effective service lives, and design and replace the boiler and HVAC systems at Mercer Aquatic Center and Scanlon Gymnasium; WHEREAS, the City received four proposals and an evaluation committee performed a thorough evaluation of each proposal; WHEREAS, the evaluation committee is recommending entering into a consultant agreement with Shive- Hattery, Inc.; WHEREAS, the City expects to expend approximately on the following 1. HVAC Inventory and Study $ 5,050.00 2. BAS Replacement Project $49,150.00 3. Mercer/Scanlon Boiler/HVAC a. Preliminary study $10,050.00 b. Design through Construction Administration services- 10% estimated construction cost - pending, by amendment c. Commissioning Services $10,050.00, by amendment WHEREAS, funds for this purchase are available in the CIP project R4332 -Upgrading Building Controls line item and CIP project R4331- School Recreation Facility Partnership. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: The Mayor and City Clerk are hereby authorized and directed to execute the attached Consultant Agreement. 2. The City Manager is authorized to execute contract amendments that are deemed necessary to complete the study and design of the above-named project. Resolution No. 17-160 Page 2 Passed and approved this 16th day of MAYOR 20 17 . City Attorney's Office Resolution No. 17-160 Page 3 It was moved by Resolution be adopted, AYES: NAYS: x x x x x x Mims and seconded by and upon roll call there were: ABSENT: ABSTAIN: Dickens the Botchway Cole Dickens Mims Taylor Thomas Throgmorton CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this day May 16, 2017 by and between the City of Iowa City, a municipal corporation, hereinafter referred to as the City and Shive-Hattery, Inc., of Iowa City, Iowa, hereinafter referred to as the Consultant. WHEREAS, due to aging equipment and infrastructure, the City is in need of full system review and study of the Heating, Ventilating, and Air Conditioning (HVAC) systems at three facilities, namely City Hall, Robert A. Lee Recreation Center and Mercer Park Aquatic Center; and WHEREAS, the City has been tasked to reduce energy and building operating costs of the three facilities; and WHEREAS, the City also requires technical specifications and bid documents to competitively procure and administer the Building Automation Systems (BAS) for the HVAC systems of City Hall, Robert A. Lee Recreation Center and Mercer Park Aquatic Center facilities; and WHEREAS, the highest priority equipment issues identified in the City's 2012 Space Needs Study for Mercer Aquatic Center and Scanlon Gymnasium are replacing the two original existing 1988 Burnham boilers and the facility's mezzanine air handling system; and WHEREAS, the City desires to retain the services of a Consultant to efficiently complete the three facility HVAC system studies and the BAS project and the Mercer Aquatic Center and Scanlon Gymnasium Boiler and mezzanine air handler replacement projects; and WHEREAS, the City also desires to retain a Consultant to study upgrades to the mechanical, plumbing and electrical systems to qualify for MidAmerican Energy Advantage program; and WHEREAS, the projects are interrelated and for efficiencies, should be reviewed and performed systematically and methodically; and WHEREAS, a Request for Proposal [#17-111 RFP HVAC Study] for consulting services was issued and Shive-Hattery, Inc. was the selected consultant. 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. 1. SCOPE OF SERVICES Consultant agrees to perform the following services for the City, and to do so in a timely and satisfactory manner. The scope of work includes three separate and distinct projects. The projects are identified as: • Project I- HVAC and Equipment Survey • Project II- Building Automation System Replacement • Project III- Mercer Aquatic Center and Scanlon Gymnasium Boiler and Mezzanine Air Handier Replacement Project The scope of work for Projects I and II will include all three municipal facilities. Project III involves a single facility, Mercer Aquatic Center and Scanlon Gymnasium. The projects will be completed as three assignments with separate overlapping phasing. -2- A. SCOPE OF WORK: PROJECT I - IOWA CITY HVAC AND EQUIPMENT SURVEY: The HVAC and Equipment Survey Project involves a review of the existing Heating, Ventilating, and Air Conditioning (HVAC) systems of the three facilities. The Consultant shall: a. Conduct meetings with the Government Buildings and ITS Project Team members to discuss the objective of the project scope of work and the process that will be used in the development of the HVAC Survey and the BAS bid documents. The meetings will include but not be limited to the review of existing plans and systems of facilities, and discuss the results of the survey with staff. Attend a minimum of 4 Parks and Recreation Commission and/or City Council meetings. b. Prepare a schedule of building site visits with the Project Team members, identify the number of site visits required for each building and their durations, the building automation systems and equipment to be inspected during that visit, the anticipated information to be obtained, and the agenda that will be followed during that visit. C. Identify probable project costs for HVAC upgrades to the facilities. d. Examine the costs associated with replacement of HVAC equipment serving all three facilities. Probable cost for replacement units will include built-in controls capable of advanced control strategies that will communicate with existing systems. e. Consider improved energy upgrades, potential rebates and grants, and provide a timeline for upgrades based on estimated lifespan of equipment, and a breakdown of preliminary costs for system upgrades to include in future budget cycles. f. Existing building plans, as available, will be provided by the City to Consultant to aid in completion of the study. g. Obtain and review all available information related to the HVAC systems, the BAS and HVAC systems at Mercer Aquatic Center and Scanlon Gymnasium, and equipment including, but not limited to as -built drawings, reports, studies, equipment manuals, service and maintenance records, etc. to become familiar with their operation. 1) The City does not attest to the accuracy of the information provided and accepts no responsibility for the consequences of error by the use of any information and material contained in the documentation provided. It shall be the responsibility of the Consultant to verify the contents and assume full responsibility for any determination or conclusion drawn from the material used. If the information provided is insufficient, the Consultant shall take the appropriate actions necessary to obtain the additional information required. h. Conduct a complete equipment and system inventory for the HVAC system for all three facilities. 1) The deliverables will include a full Inventory list with equipment model numbers, dates of installation, photographs of equipment -3 - and an evaluation of the condition based on age, appearance, and interviews with maintenance staff about current problems and the repair history of the equipment. 2) The Inventory will assess and prioritize replacement based on life cycle 3) The deliverables will also include project construction cost estimates (CCE) and current working estimate (CWE) for each building based on the HVAC Study equipment identified in the study. All cost estimates must be submitted with a detailed construction cost analysis in CSI format (2004 Edition) for all appropriate divisions and subdivisions. 2. PROJECT II — BUILDING AUTOMATION SYSTEM REPLACEMENT (BAS) The Consultant shall produce bid documents to upgrade all three facilities to modem industry standards. a. Niagara System: In 2015 the City selected the Niagara based system for the City's future Building System Automation Components by a Request for Proposals (Baker Group #16-77, Building System Automation Components proposal, dated October 8, 2015). The Consultant shall design the BAS to integrate the current Niagara based system. The next step for implementing the BAS system will be to release bid documents for the selection of a company to install and integrate the systems. The BAS bid documents will require the installation of all components; the Consultant acknowledges that it will be the responsibility of Baker Group (previously selected for BAS components November 4, 2016) to supply the equipment to integrate the existing HVAC systems. The Consultant further acknowledges that the Baker Group's pricing includes, but are not limited to, materials, equipment, shipping and delivery services, cabling, wiring, all controllers, licenses, drivers, SSL encryption, modules and programming software. b. New Building Automation System Components and Features: The Consultant shall provide a comprehensive system that will meet the objective of this project. The design features of the BAS and related components listed to be analyzed below may not be all inclusive and shall not limit the Consultant's responsibility to provide a comprehensive system. The Consultant shall: 1) Prepare a list of tasks or goals that the upgraded BAS should perform to control and/or monitor the energy -using equipment and systems of each building. 2) Work with Baker Group and MidAmerican to identify and determine what portions of the systems shall remain and those that shall be replaced. This will also include the following: a) Determine how the data will be transferred from the existing system using Gateway connections, Inter -operable systems, Software interface, etc. m b) Identify the need for system spare capacity for future expansion. C) Discuss the issues and solutions of proprietary items and compatibility with the existing and new system components. d) Identify the critical spare parts needed for the systems recommended. e) Describe the condition of the existing automation control wiring system and compatibility with the new systems recommended. Make recommendations for wiring upgrades to new CAT 4 wiring system or a wireless system if appropriate. f) Identify the issues and solutions with system interoperability, system architecture, communication protocol, software, and system integration techniques. To establish a "web -based" open protocol system, gateway connections must be inter -operable systems, and no proprietary software shall be considered. g) Describe the recommended Building Automation and Control (BAC) network interoperable functions to be provided such as the exchange of data between two devices, exchange of alarm information, editing and creation of schedules, ability to sample, store, and read trends, ability to manage the devices on the network, etc. h) Determine what should be done with the existing building Legacy systems. If they are to remain, describe the gateway interface requirements. Analyze the ability to utilize portions of the old system to reduce costs. Verify if any unused BAS system or component can be abandoned in place or must be removed. List alarms, trends, schedules, degree of accuracy, and point data that must be passed between the systems. I) Determine the requirements and recommend a system to manage the building automation devices on a web -based system that can be accessed from a central station or the internet and that is interconnected between buildings. Describe access password levels that will be needed to authorize operators to use the system. j) Identify any. energy savings that will result from the controls upgrade project and utility incentives. k) Take the lead on assisting the City with completing grant forms and communicating with the utility company and the utility company's sub consultants and partners, on behalf of the City, on the systems and facility improvements. The Consultant staff assigned to the project will have experience with working with MidAmerican Energy and their commercial/government rebates and alternative energy grants -5- 3) Provide construction cost estimates (CCE) and current working estimate (CW E) for each building BAS based on the HVAC equipment identified in the study. All cost estimates must be submitted with a detailed construction cost analysis in CSI format (2004 Edition) for all appropriate divisions and subdivisions. The CCE should be adjusted at each phase of work, preliminary design, updated at 75% and 95% of completion of bid documents and a final estimate to be included in the City Council documents. a) Costs and construction schedule control shall be reviewed by the Consultant throughout the process; any deviations from approved cost and schedule must be immediately addressed. The Consultant shall track all project costs; including soft costs to ensure that overall budget guidelines are followed. b) The cost estimate shall be adjusted for premium time, regional location, site factors, construction phasing, location of work within the buildings, security issues, and inflation factors based on the year in which the work is to be done. C) The construction cost estimate shall be arranged so that portions of the recommendations may be implemented based on the priority of the recommendation, life cycle cost analysis payback, and available project funding. 4) Prepare schematic drawings of the recommended BAS for each building showing the location of all system sensors, control elements, and other related components to be used with the energy -using equipment and systems. Include a legend that identifies each item on the drawing. 5) Represent the City for technical questions during the pre-bid conferences for each project, with the prospective contractors. Questions from the contractors about the project after the site visit will be handled in writing by the Consultant as part of an addendum with the City. The Consultant shall review and evaluate the returned bid forms and provide a written recommendation to the City. 3. PROJECT III — MERCER AQUATIC CENTER AND SCANLON GYMNASIUM BOILER AND MEZZANINE AIR HANDLER REPLACEMENT PROJECT The project includes replacing the two original 1988 Burnham boilers that provide domestic hot water supply for pools, showers and building heat with a modern high energy efficient system, including separating out the shower hot water supply from the pool with separate hot water heaters. This work also consists of review and replacing the HVAC system of the Mercer facility, and correcting issues documented in the Iowa City Municipal Facilities Space Needs Study and Master Plan. The 2012 Space Needs Study for Mercer Aquatic Center and Scanlon Gymnasium recommended renovation of access to the air handling units in the mezzanine to ensure safer, proper and easier maintenance to the equipment. a. Part I- Prepare Quote Package for Replacement of Boilers 1) The Consultant shall research and provide a recommended list of high efficiency boiler manufacturers and models able to provide IM the required supply to the existing facility. The recommendations shall include information regarding each model's turndown ratio and how that ratio might result in cost savings. In making these recommendations to the City, the Consultant shall consider the City's goal of maximizing energy efficiencies. 2) The Consultant shall produce a quote package for the purchase of the replacement boilers. 3) As part of the investigation, the Consultant shall explore the efficiencies of separating the domestic hot water supply of the facility locker room showers from the pool heat; the Consultant shall do a cost benefit review of high efficiency hot water heaters for the domestic hot water shower supply. b. Part ll- Mercer Aquatic Center/ Scanlon Gymnasium Mezzanine Air Handler Replacement Project Study Parameters: 1) The Consultant shall study the Mercer Aquatic Center and Scanlon Gymnasium's mechanical, plumbing, and electrical systems to identify potential upgrades to these systems that may be performed in conjunction with the Boiler Replacement and HVAC system efficiencies projects to maximize the City's qualification for MidAmerican's commercial rebate program. 2) The results of this work shall include a preliminary cost opinion and a cursory payback analysis for equipment and system replacements, and proposed energy conservation. The Consultant shall provide project construction cost estimates (CCE) and current working estimate (CWE) for the building based on the HVAC equipment identified in the study. All cost estimates must be submitted with a detailed construction cost analysis in CSI format (2004 Edition) for all appropriate divisions and subdivisions. The CCE should be adjusted at each phase of work, preliminary design, updated at 75% and 95% of completion of bid documents and a final estimate to be included in the City Council documents. 3) As part of the upgrades, the existing controls system shall tie into the new equipment. 4) The Consultant shall also review existing HVAC systems in the facility and provide practical and corrective solutions for the air handling system in the mezzanine. The Consultant shall produce options and cost estimates for this work. Pending City approval of costs, the work shall also encompass, design, production of bid documents, bidding, construction administration and close out. C. Part 111- Preparing Designs, Bid package, Rebates Preparing Design and Bid packages 1) Upon the City's determination of the specific upgrade project scope, the Consultant shall design a bid package for Boiler -7 - System and HVAC System Efficiencies Upgrades, which shall include comprehensive plans and specifications to procure bids. 2) At a minimum, this bid package shall include the following: A new condensing -type domestic water heater, sized to match the capacity of the existing water heater, to be served off of the boilers. The existing hot water storage tank must remain in service and the existing water heater may possibly remain for emergency backup. The HVAC system piping and electrical will need to be reconfigured to accommodate the changes. The existing base mounted heating hot water pumps must be replaced with like -kind pumps. The project shall also include plans to rework the second floor mezzanine HVAC system, modernizing the system to current safe and efficient standards. 3) The specifications shall also include requirements related to the MidAmerican Energy Rebates and bonus incentives. The Consultant shall conduct and attend design meetings, and the Consultant shall be responsible for taking and distributing meeting minutes on behalf of the City. 1) The Consultant shall represent the City for technical questions during the design process to the public. The Consultant shall attend a minimum of 6 meetings such as City staff meetings, City Council meetings, and Parks and Recreation Commission meetings. 2) The Consultant shall assist the City in providing the necessary documentation to Mid -American Energy Company for the purpose of the utility rebate; the Consultant shall work directly with MidAmerican as the City's representative to answer equipment and system questions and completing documentation. 3) Work with Baker Group and MidAmerican to identify and determine what portions of the systems shall remain and those that shall be replaced. The Consultant shall determine how the data will be transferred from the existing system using Gateway connections, Inter -operable systems, Software interface, etc. 4) Work with the City to review and provide a project design and construction schedule for each building with realistic durations for each activity. The Consultant shall provide a narrative that describes the considerations to be addressed when installing the new building automation components in an operational and occupied building, environmental control issues during construction, sequence of equipment installation, seasonal issues, describe the phased construction needs, building occupancy and "off hour" work requirements, system and equipment shutdown and switchover coordination. 5) The Consultant shall include a "Sequence of Operation" narrative in the study which describes the new BAS and how the energy - using equipment and systems are to be controlled. d. Part IV- Bidding Phase and Construction Administration For both the Boiler Replacement Project and the HVAC System Efficiencies Upgrade Project, Consultant shall: Provide the following bidding and negotiation services: 1) Conduct a pre-bid meeting with the contractors and respond to questions from contractors as they review the documents and prepare their quotes/ bids. Questions from the contractors about the project after the site visit shall be handled in writing by the Consultant as part of an addendum with the City. 2) Prepare and issue addenda, if necessary. 3) Assist the City in determining whether the quotes or bids satisfy the City's goal to qualify for MidAmerican Energy rebates. Provide the following construction administration services: 1) Provide on-site construction services consisting of conducting a preconstruction conference, attending progress meetings, and developing a final punch list. 2) Review project submittals and shop drawings. 3) Upon completion of construction, Consultant shall prepare final closing documents, including record drawings and warranty review, and will submit final energy savings calculations for the purpose of the utility rebate application. Maintain and manage costs and schedule control throughout the process; any deviations from approved cost and schedule must be immediately addressed. The Consultant shall track all project costs, including soft costs, to ensure that overall budget guidelines are followed. Provide Training: 1) Identify the appropriate personnel to operate and maintain the systems, the training programs required for the systems, the training program contents, the classroom training durations, and the field training durations. 2) Describe the operation and maintenance manuals to be provided, and required manual contents including a narrative describing the system sequence of start-up, operation, shut -down, and troubleshooting techniques. 4. COMMISSIONING: Project II and Project III will require commissioning. The commissioning plan provides the framework for how and what work is going to take place and the order for which the work will be done. The plan indicates the responsibilities of the different parties involved (Commissioning Authority, Contractor, and City). The Commissioning Authority consists of staff of Consultant other than those involved in the design of Projects 11 and III. l� The plan is generated by the Commissioning Authority. The commissioning will be involved in all phases of services, including final closeout and assessment, and providing an analysis of the system a year after the project completion. Commissioning shall involve the following: a. Review shop drawings for compliance with design criteria. Verify the equipment being supplied meets the requirements of the drawings/specifications and also the City. b. Visit the construction site at intervals to review quality of installation. During the visit(s) to the construction site, the Consultant shall review the installation of the equipment and material against the drawings/specifications. C. Perform controls systems and new mechanical equipment functional performance testing. Functional performance testing is verification that the controls work and new mechanical equipment is installed and functions as designed by the Consultant and as required to meet the needs of the City. d. Prepare log of deficiencies and work with contractor to correct. Items discovered during the site visits shall be issued to the contractor and/or engineer for correction or review. e. Prepare preliminary Commissioning Report and submit to the City, along with all other required documents, for review. f. Review operational and maintenance manual supplied by the Contractor. g. Perform off-season functional performance testing. h. Prepare final Commissioning Report and submit to the City, along with all other required documents, for review. II. TIME OF COMPLETION The Consultant shall complete the following phases of the Project in accordance with the schedule shown. A. Project I- HVAC and Equipment Survey completed by August 31, 2017. 1. Equipment survey complete by June 30, 2017. 2. 75% City review July 15, 2017. Project II- Building Automation System bidding documents completed by August 31, 2017. 1. 75% City review July 28, 2017; City comments returned August 4, 2017 2. 95% City review August 18, 2017; City comments returned August 25, -10- 2017 3. Bidding September 2017 C. Project III- Mercer Aquatic Center and Scanlon Gymnasium Boiler and Mezzanine Air Handler Replacement Project completed by August 31, 2017. 1. 75% City review July 28, 2017; City comments returned August 4, 2017 2. 95% City review August 18, 2017; City comments returned August 25, 2017. 3. Bidding September 2017 4. Post bid- the Consultant will be involved in construction administration through one cooling and heating season after final acceptance of project. D. Commissioning Completed by January 2019 III. GENERAL TERMS A. The Consultant shall not commit any of the following employment practices and agrees to prohibit the following practices in any subcontracts. 1. To discharge or refuse to hire any individual because of their race, color, religion, sex, national origin, disability, age, marital status, gender identity, or sexual orientation. 2. To discriminate against any individual in terms, conditions, or privileges of employment because of their race, color, religion, sex, national origin, disability, age, marital status, gender identity, or sexual orientation. B. Should the City terminate this Agreement, the Consultant shall be paid for all work and services performed up to the time of termination. However, such sums shall not be greater than the "lump sum" amount listed in Section IV. The City may terminate this Agreement upon seven (7) calendar days' written notice to the Consultant. C. This Agreement shall be binding upon the successors and assigns of the parties hereto, provided that no assignment shall be without the written consent of all Parties to said Agreement. D. It is understood and agreed that the retention of the Consultant by the City for the purpose of the Project shall be as an independent contractor and shall be exclusive, but the Consultant shall have the right to employ such assistance as may be required for the performance of the Project. E. It is agreed by the City that all records and files pertaining to information needed by the Consultant for the project shall be available by said City upon reasonable request to the Consultant. The City agrees to furnish all reasonable assistance in the use of these records and files. F. It is further agreed that no Party to this Agreement shall perform contrary to any state, federal, or local law or any of the ordinances of the City of Iowa City, Iowa. G. At the request of the City, the Consultant shall attend meetings of the City Council relative to the work set forth in this Agreement. Any requests made by the City shall be given with reasonable notice to the Consultant to assure attendance. H. The Consultant agrees to furnish, upon termination of this Agreement and upon demand by the City, copies of all basic notes and sketches, charts, computations, -11 - and any other data prepared or obtained by the Consultant pursuant to this Agreement without cost, and without restrictions or limitation as to the use relative to specific projects covered under this Agreement. In such event, the Consultant shall not be liable for the City's use of such documents on other projects. The Consultant agrees to furnish all reports, specifications, and drawings, with the seal of a professional engineer affixed thereto or such seal as required by Iowa law. The City agrees to tender the Consultant all fees in a timely manner, excepting, however, that failure of the Consultant to satisfactorily perform in accordance with this Agreement shall constitute grounds for the City to withhold payment of the amount sufficient to properly complete the Project in accordance with this Agreement. K. Should any section of this Agreement be found invalid, it is agreed that the remaining portion shall be deemed severable from the invalid portion and continue in full force and effect. 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. IV. COMPENSATION FOR SERVICES A. Compensation shall be as follows: PROJECT I - IOWA CITY HVAC STUDY $5,000 (lump sum) + $50 Reimbursables (not -to -exceed) = $5,050.00 2. PROJECT II — BUILDING AUTOMATION SYSTEM REPLACMENT (BAS) $47,000 (lump sum) +$2,150 Reimbursables (not -to -exceed) = $49,150.00 a. Commissioning Services for Project II are included in the lump sum. 3. PROJECT III — MERCER AQUATIC CENTER AND SCANLON GYMNASIUM BOILER AND MEZZANINE AIR HANDLER REPLACEMENT PROJECT a. Preliminary study -$10,000+$50 Reimbursables (not -to -exceed) _ $10,050.00 b. Upon completion of the Mercer HVAC/Boiler Project preliminary Study detailed above, the City shall have the option in its sole discretion, to retain and add an amendment to this Agreement to -12 - include Design, Bidding, and Construction Administration Services. Design/Bidding/Construction fee will be 10% of estimated construction cost. C. Commissioning Services should the City amend the Agreement and bid out the Project III. $10,000 (lump sum) + $50 Reimbursables (not -to -exceed) _ $10,050.00 The estimated Reimbursable Expense amounts above will be reimbursed in accordance with the Reimbursable Expense Fee Schedule (see attachment A) in effect at the time that the expense is incurred. These expenses shall only include printing costs. The amounts will not be exceeded without the City's prior written authorization. V. MISCELLANEOUS A. All provisions of the Agreement shall be reconciled in accordance with the generally accepted standards of the Engineering Profession. B. It is further agreed that there are no other considerations or monies contingent upon or resulting from the execution of this Agreement, that it is the entire Agreement, and that no other monies or considerations have been solicited. 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. FOR THE CITY By: Title: Mayor Date: May 16, 201\\7\\ ATTEST: ��1aCl FOR THE CONSULTANT x sy: Title: Project Manager Date: May 8, 2017 Approved by: City Attorney's Office -13 - "Attachment A" REIMBURSABLE EXPENSE FEE SCHEDULE Effective January 1, 2017 - December 31, 2017 EXPENSE FEE Prints/Plots/Photos Cost + 10% IN-HOUSE SERVICES Drawings/Prints/Plots: Bond $ .30 /Sq.Ft. Mylar $ .75 /Sq.Ft. Photo -gloss $ .90 /Sq.Ft. Color Bond $ .60 /Sq.Ft. Foam Core Mounting $13.00 Color Prints: Letter Size $1.00 Legal and 11 x1 7 $2.00 paamwwn..rmm am CITY OF IOWA CIT )'�� COUNCIL ACTION REPOR1� May 5, 2017 Resolution awarding contract and authorizing the Mayor to sign and City Clerk to attest a contract for the HVAC Study and Building Automation Systems Design Project for City Hall, Robert A. Lee Recreation Center, and Mercer Park Aquatic Center Prepared By: Kumi Morris - Facilities Manager Reviewed By: Geoff Fruin - City Manager, Juli Seydell Johnson - Parks & Recreation Director, Dennis Bockenstedt - Finance Director, Mary Niichel-Hegwood - Purchasing Agent, Jason Havel — City Engineer Fiscal Impact: The contract amount is $64,250.00. Funds for this service are available in the CIP project R4332 -Upgrading Building Controls line item; and CIP project R4331- School Recreation Facility Partnership Recommendations: Staff: Approval Commission: N/A Attachments: Resolution, Consultant Agreement Executive Summary: On January 11, 2017, a Request for Proposal was issued for the HVAC Study and Building Automation Systems Design Project for City Hall, Robert A. Lee Recreation Center, and Mercer Park Aquatic Center. The project includes: A heating, ventilating, and air conditioning system review and study, the development of technical specifications and bid documents for the Building Automation Systems (BAS) Request for Bids, and professional services from design through construction administration and close out for City Hall, Robert A. Lee Recreation Center and Mercer Park Aquatic Center facilities. The design and development of technical specifications and plans and professional services from design through construction administration and close-out for the Mercer Aquatic Center and Scanlon Gymnasium Boiler and HVAC Replacement Project. Background / Analysis: The City received proposals from four engineering consulting companies. Proposals were distributed to an evaluation committee, which consisted of representatives from Parks and Recreation and the Engineering Division. The evaluation committee performed a thorough evaluation of each proposal based on the company's experience, proposed work plan and schedule, project costs, and location/distance traveled. After a complete evaluation of the proposals, the evaluation committee recommends Shive Hattery to receive the contract award for the HVAC Study and Building Automation Systems Design Project for City Hall, Robert A. Lee Recreation Center, and Mercer Park Aquatic Center. 1j! C12 May 16, 2017 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, Dickens, Mims, Taylor, Thomas, Throgmorton Absent: Vacant: -1- 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 Dickens seconded the motion to adopt. The roll was called and the vote was, AYES: Cole, Dickens, Mims, Taylor, Thomas, Throgmorton ABSENT: Botchway Whereupon, the Mayor declared said Resolution duly adopted as follows: Resolution No 17-161 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, $9,765,000 General Obligation Bonds, Series 2017A, dated June 15, 2017, 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. -2- NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, STATE OF IOWA: 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 $9,765,000 General Obligation Bonds, Series 2017A, dated June 15, 2017. 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 16th day of May, 2017. ATTEST: lli�L°\J City— C Meyor -3- Council Member Mims introduced the following Resolution entitled "RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $9,765,000 GENERAL OBLIGATION BONDS, SERIES 2017A, 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 Dickens seconded the motion to adopt, and the roll being called thereon, the vote was as follows: AYES: Cole, Dickens, Mims, Taylor, Thomas, Throgmorton NAYS: None ABSENT: Botchway Whereupon, the Mayor declared said Resolution duly adopted as follows: Resolution No 17-162 RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $9,765,000 GENERAL OBLIGATION BONDS, SERIES 2017A, 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 the Project as defined herein, and has taken all actions necessary to authorize general obligation 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 purposes comprising the Project shall be combined for the purpose of issuance in a single issue of $9,765,000 General Obligation Bonds, Series 2017A, 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. -4- 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 $9,765,000 General Obligation Bonds, Series 2017A, 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 terns 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. %is "Project" shall mean the: a) 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; b) opening, widening, extending, grading, and draining of the right-of-way of streets, highways, avenues, alleys, bridges and public grounds; the construction, reconstruction, and repairing of any street improvements; the acquisition, installation, and repair of sidewalks, and pedestrian underpasses and overpasses, 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) 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, 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) acquisition, construction, reconstruction, enlargement, improvement, and equipping of recreation grounds, trails, recreation buildings, juvenile playgrounds, recreation centers and parks, including a park on Lower West Branch Road and the re -development of Hickory Hill Park; f) acquisition, construction, reconstruction, enlargement, improvement, and equipping of recreation grounds, recreation buildings, juvenile playgrounds, and parks, including the development of Riverfront Crossings Park on the site of the former wastewater plant; g) acquisition, construction, reconstruction, enlargement, improvement, and equipping of community center houses, recreation buildings, swimming pools, and recreation centers; h) acquisition, construction, reconstruction, improvement, and equipping of various city and not-for-profit buildings; and i) designing, constructing, furnishing and equipping portions of a new public works building. • "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. Lew 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 $1,100,452(cash on hand) 2017/2018 $1,095,562 2018/2019 $1,092,463 2019/2020 $1,094,062 2020/2021 $1,090,263 2021/2022 $1,096,162 2022/2023 $1,096,563 2023/2024 $1,101,562 2024/2025 $1,108,500 2025/2026 $1,112,125 2026/2027 -7- (NOTE: For example the levy to be made and certified against the taxable valuations of January 1, 2018 will be collected during the fiscal year commencing July 1, 2019.) 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. 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 $9,765,000, shall be issued pursuant to the provisions of Sections 384.25, 384.26, 384.28 and 403.12 of the Code of Iowa for the aforesaid purposes. The Bonds shall be designated "GENERAL OBLIGATION BOND, SERIES 2017A", be dated June 15, 2017, and bear interest from the date thereof, until payment thereof, at the office of the Paying Agent, said interest payable on December 1, 2017, and semiannually thereafter on the 1 st 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: Principal Interest Amount Rate Maturity June 1 at $ 900,000 2.000% 2018 $ 905,000 2.000% 2019 $ 920,000 2.000% 2020 $ 940,000 2.000% 2021 $ 955,000 2.000% 2022 $ 980,000 2.000% 2023 $1,000,000 2.000% 2024 $1,025,000 2.250% 2025 $1,055,000 2.500% 2026 $1,085,000 2.500% 2027 b) Redemption. Optional Redemption. Bonds maturing after June 1, 2023, 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 am 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 Participanfs 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 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 M011 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. 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 - 11 - 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. Reeastration 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. -12- 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 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 -13- 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. Upon receipt of the final payment of principal, the holder of the Bond shall surrender 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 the Bonds by their manual or authorized signature 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; 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 Paving Agent or Re isg trar. Issuer reserves the right to name a substitute, successor Registrar or Paying Agent upon giving prompt written notice to each registered bondholder. -14- 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 2017A" CORPORATE PURPOSE Rate: Maturity: Bond Date: June 15, 2017 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 date hereof until paid at the rate per annum specified above, payable on December 1, 2017, 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 purposes of: a) 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; b) opening, widening, extending, grading, and draining of the right-of-way of streets, highways, avenues, alleys, bridges and public grounds; the construction, -15- reconstruction, and repairing of any street improvements; the acquisition, installation, and repair of sidewalks, and pedestrian underpasses and overpasses, 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) 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, 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) acquisition, construction, reconstruction, enlargement, improvement, and equipping of recreation grounds, trails, recreation buildings, juvenile playgrounds, recreation centers and parks, including a park on Lower West Branch Road and the re -development of Hickory Hill Park; f) acquisition, construction, reconstruction, enlargement, improvement, and equipping of recreation grounds, recreation buildings, juvenile playgrounds, and parks, including the development of Riverfront Crossings Park on the site of the former wastewater plant; g) acquisition, construction, reconstruction, enlargement, improvement, and equipping of community center houses, recreation buildings, swimming pools, and recreation centers; h) acquisition, construction, reconstruction, improvement, and equipping of various city and not-for-profit buildings; and i) designing, constructing, furnishing and equipping portions of a new public works building, 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 �G'� 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, 2023, 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. -17- IN TESTIMONY WHEREOF, the Issuer by its Council, has caused this Bond to be signed by the facsimile signature of its Mayor and attested by the facsimile signature of its City Clerk, with the seal of the City printed 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 55107 0 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 (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: 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 -19- 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 cant' 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. 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 staring 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 -20- 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 (i) 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. 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 16th day of May, 2017. ATTEST: City Cler /�- 141zz� l . M or -21- 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 16th day of May 2017. a City k, City of Iowa City, State of Iowa (SEAL) 01359008-1\10714-126 TAX EXEMPTION CERTIFICATE of CITY OF IOWA CITY, COUNTY OF JOHNSON, STATE OF IOWA, ISSUER $9,765,000 General Obligation Bonds, Series 2017A 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................................................................................................................ 5 Section 2.1 Authority to Certify and Expectations........................................................ 5 Section 2.2 Receipts and Expenditures of Sale Proceeds .............................................. 8 Section2.3 Purpose of Bonds........................................................................................8 Section 2.4 Facts Supporting Tax -Exemption Classification ........................................ 9 Section 2.5 Facts Supporting Temporary Periods for Proceeds .................................... 9 Section 2.6 Resolution Funds at Restricted or Unrestricted Yield .............................. 10 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.................................................................. 13 Section 3.5 Rebate Requirements and the Bond Fund ................................................. 13 Section 3.6 Investment of the Rebate Fund................................................................. 14 Section 3.7 Payment to the United States.................................................................... 14 Section3.8 Records..................................................................................................... 14 Section 3.9 Additional Payments................................................................................. 15 ARTICLE IV INVESTMENT RESTRICTIONS....................................................................15 Section 4.1 Avoidance of Prohibited Payments........................................................... 15 Section 4.2 Market Price Requirement........................................................................ 15 Section 4.3 Investment in Certificates of Deposit....................................................... 15 Section 4.4 Investment Pursuant to Investment Contracts and Agreements ............... 16 Section4.5 Records..................................................................................................... 18 Section 4.6 Investments to be Legal............................................................................ 18 ARTICLE V GENERAL COVENANTS..................................................................................18 ARTICLE VI AMENDMENTS AND ADDITIONAL AGREEMENTS..............................19 Section 6.1 Opinion of Bond Counsel; Amendments .................................................. 19 Section 6.2 Additional Covenants, Agreements.......................................................... 19 Section 6.3 Internal Revenue Service Audits.............................................................. 19 Section6.4 Amendments............................................................................................. 19 EXHIBIT "A" EXHIBIT "B" TAX EXEMPTION CERTIFICATE CITY OF IOWA CITY, STATE OF IOWA THIS TAX EXEMPTION CERTIFICATE made and entered into on June 15, 2017, 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 $9,765,000 General Obligation Bonds, Series 2017A (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 $9,765,000 aggregate principal amount of General Obligation Bonds, Series 2017A, 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 Intemal 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. • "Governmental Obligations" means direct general obligations of, or obligations the timely payment of the principal of and interest on which is unconditionally guaranteed by the United States. • "Gross Proceeds" as defined in Regulation 1.148-1(b), means any Proceeds of the Bonds and any replacement proceeds (as defined in Regulation 1.148-1(c)) of the Bonds. • "Gross Proceeds Funds" means the Project Fund, Proceeds held to pay cost of issuance, and any other fund or account held for the benefit of the owners of the Bonds or containing Gross Proceeds of the Bonds except the Bond Fund and the Rebate Fund. • "Issue Price" as defined in Regulation 1.148-1(b), means the initial offering price of the Bonds to the public (not including bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which price a substantial amount of the Bonds (not less than 10% of each maturity) were sold to the public. For those maturities where less than 10% of such maturity has been sold at the initial offering price, the price for that maturity is determined as of the date of the Bond Purchase Agreement based upon the reasonably expected initial offering price to the public. The Purchasers have certified the Issue Price to be not more than $9,930,541.35. • "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 the: a) 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; b) opening, widening, extending, grading, and draining of the right-of- way of streets, highways, avenues, alleys, bridges and public grounds; the construction, reconstruction, and repairing of any street improvements; the acquisition, installation, and repair of sidewalks, and pedestrian underpasses and overpasses, 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) 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, 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) acquisition, construction, reconstruction, enlargement, improvement, and equipping of recreation grounds, trails, recreation buildings, juvenile playgrounds, recreation centers and parks, including a park on Lower West Branch Road and the re -development of Hickory Hill Park; f) acquisition, construction, reconstruction, enlargement, improvement, and equipping of recreation grounds, recreation buildings, juvenile playgrounds, and parks, including the development of Riverfront Crossings Park on the site of the former wastewater plant; g) acquisition, construction, reconstruction, enlargement, improvement, and equipping of community center houses, recreation buildings, swimming pools, and recreation centers; h) acquisition, construction, reconstruction, improvement, and equipping of various city and not-for-profit buildings; and i) designing, constructing, furnishing and equipping portions of a new public works building, as more fully described in the Resolution. • "Project Fund" shall mean the fund required to be established by the Resolution for the deposit of the Proceeds of the Bonds. "Purchasers" means Robert W. Baird & Co., Inc. of Milwaukee, Wisconsin, constituting the initial purchasers of the Bonds from the Issuer. • "Rebate Amount' means the amount computed as described in this Certificate. • 'Rebate Fund" means the fund to be created, if necessary, pursuant to this Certificate. • 'Rebate Payment Date" means a date chosen by the Issuer which is not more than 60 days following each Computation Date or the Final Bond Retirement Date. • 'Regulations" means the Income Tax Regulations, amendments and successor provisions promulgated by the Department of the Treasury under Sections 103, 148 and 149 of the Code, or other Sections of the Code relating to "arbitrage bonds", including without limitation Regulations 1.148-1 through 1.148-11, 1.149(b)-1, 1.149- d(l), 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 16, 2017, 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. 5 (c) The Issuer has not been notified of any disqualification or proposed disqualification of it by the Commissioner of the Internal Revenue Service as a bond issuer which may certify bond issues under Section 1.148-2(b)(2) of the Regulations. (d) The certifications, representations and agreements set forth in this Article II are made on the basis of the facts, estimates and circumstances in existence on the date hereof, including the following: (1) with respect to amounts expected to be received from delivery of the Bonds, amounts actually received, (2) with respect to payments of amounts into various funds or accounts, review of the authorizations or directions for such payments made by the Issuer pursuant to the Resolution and this Certificate, (3) with respect to the Issue Price, the certifications of the Purchasers as set forth in the Verification Certificate, (4) with respect to expenditure of the Proceeds of the Bonds, actual expenditures and reasonable expectations of the Issuer as to when the Proceeds will be spent for purposes of the Project, (5) with respect to Bond Yield, review of the Verification Certificate, and (6) with respect to the amount of governmental 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 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), 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. 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 $9,930,541.35 (par plus re -offering premium of $165,541.35), less underwriter's discount of $45,458, received at Closing in the amount of $9,885,083.35 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) $52,815 representing costs of issuing the Bonds will be used within six months of the Closing Date to pay the costs of issuance of the Bonds (with any excess remaining on deposit in the Project Fund); and (c) $9,832,268.35 will be deposited into the Project Fund and will be used together with earnings thereon to pay the costs of the Project and will not exceed the amount necessary to accomplish the governmental purposes of the Bonds; Section 2.3 Purpose of Bonds The Issuer is issuing the Bonds to pay the costs of: a) 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; b) opening, widening, extending, grading, and draining of the right-of-way of streets, highways, avenues, alleys, bridges and public grounds; the construction, reconstruction, and repairing of any street improvements; the acquisition, installation, and repair of sidewalks, and pedestrian underpasses and overpasses, 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) 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, 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) acquisition, construction, reconstruction, enlargement, improvement, and equipping of recreation grounds, trails, recreation buildings, juvenile playgrounds, recreation centers and parks, including a park on Lower West Branch Road and the re -development of Hickory Hill Park; 0 acquisition, construction, reconstruction, enlargement, improvement, and equipping of recreation grounds, recreation buildings, juvenile playgrounds, and parks, including the development of Riverfront Crossings Park on the site of the former wastewater plant; g) acquisition, construction, reconstruction, enlargement, improvement, and equipping of community center houses, recreation buildings, swimming pools, and recreation centers; h) acquisition, construction, reconstruction, improvement, and equipping of various city and not-for-profit buildings; and i) designing, constructing, furnishing and equipping portions of a new public works building. Section 2.4 Facts Supporting Tax -Exemption Classification Governmental Bonds Private Business Use/Private Security or Pavment Tests The Bonds are considered to be governmental bonds, not subject to the provisions of the alternate minimum tax. The Proceeds will be used for the purposes described in Section 2.3 hereof. These bonds are not private activity bonds because no amount of Proceeds of the Bonds is to be used in a trade or business carried on by a non- governmental unit. Rather, the Proceeds will be used to finance the general government operations and facilities of the Issuer described in Section 2.3 hereof. None of the payment of principal or interest on the Bonds will be derived from, or secured by, money or property used in a trade or business of a non-governmental unit. In addition, none of the governmental operations or facilities of the Issuer being financed with the Proceeds of the Bonds are subject to any lease, management contract or other similar arrangement or to any arrangement for use other than as by the general public. Private Loan Financing Test No amount of Proceeds of the Bonds is to be used directly or indirectly to make or finance loans to persons other than governmental units. Section 2.5 Facts Supporting Temporary Periods for Proceeds (a) Time Test. Not later than six months after the Closing Date, the Issuer will incur a substantial binding obligation to a third party to expend at least 5% of the net Sale Proceeds of the Bonds. 0 (b) Expenditure Test. Not less than 85% of the net Sale Proceeds will be expended for Project costs, including the reimbursement of other funds expended to date, within a three-year temporary period from the Closing Date. (c) Due Diligence Test. Not later than six months after Closing, work on the Project will have commenced and will proceed with due diligence to completion. (d) Proceeds of the Bonds representing less than six months accrued interest on the Bonds will be spent within six months of this date to pay interest on the Bonds, and will be invested without restriction as to yield for a temporary period not in excess of six months. Section 2.6 Resolution Funds at Restricted or Unrestricted Yield (a) Proceeds of the Bonds will be held and accounted for in the manner provided in the Resolution. The Issuer has not and does not expect to create or establish any other bond fund, reserve fund, or similar fund or account for the Bonds. The Issuer has not and will not pledge any moneys or Taxable Obligations in order to pay debt service on the Bonds or restrict the use of such moneys or Taxable Obligations so as to give reasonable assurances of their availability for such purposes. (b) Any monies which are invested beyond a temporary period are expected to constitute less than a major portion of the Bonds or to be restricted for investment at a yield not greater than one-eighth of one percent above the Bond Yield. (c) The Issuer has established and will use the Bond Fund primarily to achieve a proper matching of revenues and debt service within each Bond Year and the Issuer will apply moneys deposited into the Bond Fund to pay the principal of and interest on the Bonds. Such Fund will be depleted at least once each Bond Year except for a reasonable carryover amount. The carryover amount will not exceed the greater of (1) one year's earnings on the Bond Fund or (2) one -twelfth of Annual Debt Service. The Issuer will spend moneys deposited from time to time into such fund within 13 months after the date of deposit. Revenues, intended to be used to pay debt service on the Bonds, will be deposited into the Bond Fund as set forth in the Resolution. The Issuer will spend interest earned on moneys in such fund not more than 12 months after receipt. Accordingly, the Issuer will treat the Bond Fund as a bona fide debt service fund as defined in Regulation 1.148-1(b). Investment of amounts on deposit in the Bond Fund will not be subject to arbitrage rebate requirements as the Bonds meet the safe harbor set forth in Regulation 1.148-3(k), because the average annual debt service on the Bonds will not exceed $2,500,000. (d) The Minor Portion of the Bonds will be invested without regard to yield. Section 2.7 Pertaining to Yields (a) The purchase price of all Taxable Obligations to which restrictions apply under this Certificate as to investment yield or rebate of Excess Earnings, if any, has been 10 and shall be calculated using (i) the price taking into account discount, premium and accrued interest, as applicable, actually paid or (ii) the fair market value if less than the price actually paid and if such Taxable Obligations were not purchased directly from the United States Treasury. The Issuer will acquire all such Taxable Obligations directly from the United States Treasury or in an arm's length transaction without regard to any amounts paid to reduce the yield on such Taxable Obligations. The Issuer will not pay or permit the payment of any amounts (other than to the United States) to reduce the yield on any Taxable Obligations. Obligations pledged to the payment of debt service on the Bonds 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. (b) Qualified guarantees have not been used in computing yield. (c) The Bond Yield has been computed as not less than 1.845656 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 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 and no other exemption applies, the Issuer will comply with the arbitrage rebate requirements of the Code. Eighteen -Month Exception The Gross Proceeds of the Bonds are expected to be expended for the governmental purposes for which the Bonds were issued in accordance with the following schedule: 1) 15 percent spent within six months of the Closing Date; 2) 60 percent spent within one year of the Closing Date; 3) 100 percent spent within eighteen months of the Closing Date (subject to 5 percent retainage for not more than one year). In any event, the Issuer expects that the 5% reasonable retainage will be spent within 30 months of the Closing Date. For purposes of determining compliance with the six-month and twelve- month spending periods, the amount of investment earnings included shall be based on the Issuer's reasonable expectations that the average annual interest rate on investments will be not more than 6%. For purposes of determining compliance with the eighteen -month spending period, the amount of investment earnings included shall be based on actual earnings. If the Issuer fails to meet the foregoing expenditure schedule, the Issuer shall comply with the arbitrage rebate requirements of the Code. Election to Treat as Construction Bonds. The Issuer reasonably expects that more than 75 percent of the "available construction proceeds" ("ACP") of the Bonds, as defined in Section 148(f)(4)(C)(vi) of the Code, will be used for construction expenditures. ACP includes the issue price of the issue plus the earnings on such issue. Not less than the following percentages of the ACP will be spent within the following periods: 1) 10 percent spent within six months of the Closing Date; 2) 45 percent spent within one year of the Closing Date; 12 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 beginning on the Closing Date. A failure to spend an amount that does not exceed the lesser of (i) 3% of the issue price or (ii) $250,000, is disregarded if the Issuer exercises due diligence to complete the Project. Election with respect to future earnings Pursuant to Section 1. 1 48-7(h)(i)(3) of the Regulations, the Issuer shall calculate the amount of future earnings to be used in determining compliance with the first three spending periods based on its reasonable expectations that the average annual interest rate on investments of the ACP will be not more than 5%. Compliance with the final spending period shall be calculated using actual earnings. If the Issuer fails to meet the foregoing expenditure schedule, the Issuer shall comply with the arbitrage rebate requirements of the Code. Section 3.4 Calculation of Rebate Amount (a) As soon after each Computation Date as practicable, the Issuer shall, if necessary, calculate and determine the Excess Earnings on the Gross Proceeds Funds (the 'Rebate Amount"). All calculations and determinations with respect to the Rebate Amount will be made on the basis of actual facts as of the Computation Date and reasonable expectations as to future events. (b) If the Rebate Amount exceeds the amount currently on deposit in the Rebate Fund, the Issuer may deposit an amount in the Rebate Fund such that the balance in the Rebate Fund after such deposit equals the Rebate Amount. If the amount in the Rebate Fund exceeds the Rebate Amount, the Issuer may withdraw such excess amount provided that such withdrawal can be made from amounts originally transferred to the Rebate Fund and not from earnings thereon, which may not be transferred, and only if such withdrawal may be made without liquidating investments at a loss. Section 3.5 Rebate Requirements and the Bond Fund It is expected that the Bond Fund described in the Resolution and Section 2.6(c) of this Certificate will be treated as a bona fide debt service fund as defined in Regulation 1.148-1(b). As such, any amount earned during a Bond Year on the Bond Fund and amounts earned on such amounts, if allocated to the Bond Fund, will not be taken into account in calculating the Rebate Amount if the annual gross earnings on the Bond Fund for such Bond Year are less than $100,000 or if average annual debt service will not exceed $2,500,000. However, should annual gross earnings exceed $100,000 or should the Bond Fund cease to be treated as a bona fide debt service fund, the Bond Fund will become subject to the rebate requirements set forth in Section 3.4 hereof. 13 Section 3.6 Investment of the Rebate Fund (a) Immediately upon a transfer to the Rebate Fund, the Issuer may invest all amounts in the Rebate Fund not already invested and held in the Rebate Fund, to the extent possible, in (1) SLGS, such investments to be made at a yield of not more than one-eighth of one percent above the Bond Yield, (2) Tax Exempt Obligations, (3) direct obligations of the United States or (4) certificates of deposit of any bank or savings and loan association. All investments in the Rebate Fund shall be made to mature not later than the next Rebate Payment Date. (b) If the Issuer invests in SLGS, the Issuer shall file timely subscription forms for such securities (if required). To the extent possible, amounts received from maturing SLGS shall be reinvested immediately in zero yield SLGS maturing on or before the next Rebate Payment Date. Section 3.7 Payment to the United States (a) On each Rebate Payment Date, the Issuer will pay to the United States at least ninety percent (90%) of the Rebate Amount less a computation credit of $1,000 per Bond Year for which the payment is made. (b) The Issuer will pay to the United States not later than sixty (60) days after the Final Bond Retirement Date all the rebatable arbitrage as of such date and any income attributable to such rebatable arbitrage as described in Regulation 1.148-3(f)(2). (c) If necessary, on each Rebate Payment Date, the Issuer will mail a check to the Internal Revenue Service Center, Ogden, UT 84201. Each payment shall be accompanied by a copy of Form 8038-T, Arbitrage Rebate, filed with respect to the Bonds or other information reporting form as is required to comply with the Code and applicable Regulations. Section 3.8 Records (a) The Issuer will keep and retain adequate records with respect to the Bonds, the Gross Proceeds Funds, the Bond Fund, and the Rebate Fund until six years after the Final Bond Retirement Date. Such records shall include descriptions of all calculations of amounts transferred to the Rebate Fund, if any, and descriptions of all calculations of amounts paid to the United States as required by this Certificate. Such records will also 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: (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 14 maturity, interest payment dates, date of liquidation, receipt upon liquidation, market value of such investment on the Final Bond Retirement Date if held by the Issuer on the Final Bond Retirement Date, and market value of the investment on the date pledged to the payment of the Bonds or the Closing Date if different from the purchase date. (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. 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 any 15 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 term other than to increase the purchase price or reduce the yield of the investment. IN (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). (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. 17 (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. 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. M 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, Aazeements 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. 19 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) 01359005-1\10714-126 Finance Director, City of Iowa City, State of Iowa 20 1". mail lYl�Ye� CONSTRUCTION ISSUE CERTIFICATION I, the undersigned, do hereby certify that I am the Finance Director of the City of Iowa City. I acknowledge that this Certificate is given as the basis for certain representations made in the Tax Exemption Certificate delivered by the City of Iowa City, State of Iowa (the "Issuer"), as of the date hereof, in connection with the issuance of $9,765,000 General Obligation Bonds, Series 2017A, of the Issuer (the "Bonds"). The Issuer has elected to satisfy the requirements of Code Section 148(f)(4)(C)(iv)(I) based upon its reasonable expectations that more than 75% of the "available construction proceeds" of the Bonds, as defined in Section 148(f)(4)(C)(vi) of the Code, are to be used for construction expenditures with respect to property to be owned by the Issuer as a governmental unit. Construction expenditures means capital expenditures, as defined in Regulation 1.150- 1(b), that, on or before the date the property financed by the expenditures is placed in service, as defined in Regulation 1.150-2(c), will be properly chargeable to or may be capitalized as part of the basis of (1) real property, other than expenditures for the acquisition of any interest in land or real property other than land, (2) constructed personal property as defined in Regulation 1.148- 7(g)(3), or (3) specially developed computer software as defined in Regulation 1.148-7(g)(4), that is functionally related and subordinate to real property or constructed personal property. As of the date of issue of the Bonds, it is my opinion that at least 75% of the available construction proceeds of the Issue will be used for construction expenditures as defined above. IN WITNESS WHEREOF, I hereunto affix my official signature this 16th day of May 2017. IOWA CITY, IOWA By: Title: f -,,, ht,6 101REc7ne- 01359793-1\10714-126 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 $9,765,000 General Obligation Bonds, Series 2017A (the "Bonds") dated June 15, 2017. The Bonds are being issued pursuant to a Resolution of the Issuer approved on May 16, 2017 (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 , 2017. "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 2016/2017 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 and Trend of Valuations", "Larger Taxpayers", "Tax Rates", "Levies and Collections", "Debt Limit", and "Direct Debt". 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 Obligation. The Issuer's obligations under this Disclosure Certificate with respect to each Series of Bonds shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds of that Series 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. Ainendment: 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 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: 15th day of .Tune 2017. CITY OF IOWA CITY, STATE OF IOWA By: Ma r ATTEST: \, By: V Q 11 o o ,.\ City Vert 0,41111,30 NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL FINANCIAL INFORMATION Name of Issuer: City of Iowa City, Iowa. Name of Bond Issue: $9,765,000 General Obligation Bonds, Series 2017A Dated Date of Issue: June 15, 2017 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: 01346817-1\10714-126 May 16, 2017 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 o'clock P .M., on the above date. There were present Mayor Throgmorton , in the chair, and the following named Council Members: Cole, Dickens, Mims, Taylor, Thomas Throgmorton Absent: Botchway - 1 - �6(� 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 Dickens seconded the motion to adopt. The roll was called and the vote was, AYES: Cole, Dickens, Mims, Taylor, Thomas ThroRmorton NAYS: ABSENT: Botchway Whereupon, the Mayor declared the resolution duly adopted as follows: Resolution No 17-163 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, pursuant to the provisions of Chapter 75 of the Code of Iowa, $4,550,000 Sewer Revenue Refunding Bonds, Series 2017B, dated June 15, 2017, have been sold at public sale 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. -2- NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF IOWA CITY, STATE OF IOWA: Section 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 $4,550,000 Sewer Revenue Refunding Bonds, Series 201713, dated June 15, 2017. 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 16th day of May, 2017. ATTEST: .a. A City CILTL G, Ma or BIB Council Member Mims introduced the following Resolution entitled "A RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $4,550,000 SEWER REVENUE REFUNDING BONDS, SERIES 2017B, 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 BONDS; APPROVAL OF TAX EXEMPTION CERTIFICATE AND APPROVAL OF CONTINUING DISCLOSURE CERTIFICATE", and moved its adoption. Council Member and the vote was: Dickens seconded the motion to adopt. The roll was called AYES: Cole, Dickens, Mims, Taylor, Thomas, Throgmorton NAYS: None ABSENT: Botchway Whereupon the Mayor declared the following Resolution duly adopted: Resolution No 17-164 A RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $4,550,000 SEWER REVENUE REFUNDING BONDS, SERIES 2017B, 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 BONDS; APPROVAL OF TAX EXEMPTION CERTIFICATE AND APPROVAL OF CONTINUING DISCLOSURE CERTIFICATE 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 Municipal Sewer Utility, sometimes hereinafter referred to as the "System", and the revenues have not been pledged and are available for the payment of Revenue Bonds, subject to the following premises; and WHEREAS, Issuer proposes to issue its Revenue Bonds to the extent of not to exceed $5,925,000 for the purpose of defraying the costs of the project as set forth in Section 3 of this Resolution; and WHEREAS, there have been heretofore issued certain Sewer Revenue Refunding Notes, part of which remain outstanding and are a lien on the Net Revenues of the System (defined herein as the "Outstanding Bonds"); and WHEREAS, in the Resolution authorizing the issuance of the Outstanding Bonds it is provided that additional Revenue Bonds may be issued on a parity with the Outstanding Bonds, 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 City Clerk, a statement complying with the conditions and limitations therein imposed upon the issuance of Parity Bonds; and WHEREAS, a statement of Maggie Burger, an Independent Financial Consultant not in the regular employ of Issuer, has been placed on file in the office of the City Clerk, showing the conditions and limitations of the Resolutions, dated March 23, 2010 and May 17, 2016, with regard to the sufficiency of the revenues of the System to permit the issuance of additional Revenue Bonds ranking on a parity with the Outstanding Bonds to have been met and satisfied as required; and WHEREAS, the notice of intention of Issuer to take action for the issuance of not to exceed $5,925,000 Sewer Revenue Refunding Bonds 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 $4,550,000 Sewer Revenue Refunding Bonds, Series 201713: 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 Bonds" shall mean any sewer revenue bonds or notes issued on a parity with the Bonds 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 Bond is recorded as the beneficial owner of a Bond by a Participant on the records of such Participant or such person's subrogee. • "Bonds" shall mean $4,550,000 Sewer Revenue Refunding Bonds, Series 201713, authorized to be issued by this Resolution. • "Call Date" shall mean July 1, 2017, 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 Bonds. -5- • "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 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, a limited purpose trust company, or any successor book -entry securities depository appointed for the Bonds. • "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. • "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 Bonds and any Parity Bonds or payments to the various funds established herein; capital costs, depreciation and interest or principal payments are not System expenses. • "Original Purchaser" shall mean the purchaser of the Bonds from Issuer at the time of their original issuance. • "Outstanding Bonds" shall mean the Sewer Revenue Refunding Capital Loan Notes, Series 2010A, dated April 15, 2010, issued in accordance with a Resolution adopted March 23, 2010, $5,155,000 of which notes are still outstanding and unpaid and remain a lien on the Net Revenues of the System, and the Sewer Revenue Refunding Capital Loan Notes, Series 2016C, dated June 16, 2016, issued in accordance with a Resolution adopted May 17, 2016, $7,520,000 of which notes are still outstanding and unpaid and remain a lien on the Net Revenues of the System. • "Parity Bonds" shall mean sewer revenue bonds or notes payable solely from the Net Revenues of the System on an equal basis with the Bonds herein authorized to be issued, and shall include Additional Bonds as authorized to be issued under the terms of this Resolution and the Outstanding Bonds. • "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. "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 (PHA'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; die ■ 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 "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; ■ 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; M ■ 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 $5,245,000 of the Sewer Revenue Refunding Capital Loan Notes, Series 2009A dated May 18, 2009. • "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. • "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 Bonds and Panty Bonds; (b) 10% of the stated principal amount of the Bonds and Parity Bonds or (c) 125% of the average annual principal and interest coming due on the Bonds and Parity Bonds. 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 Bonds. • "System" shall mean the Municipal 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 Bonds or Parity Bonds 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 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. M • "Yield Restricted" shall mean required to be invested at a yield that is not materially higher than the yield on the Bonds under section 148(a) of the Internal Revenue Code or regulations issued thereunder. Section 2. Authority. The Bonds authorized by this Resolution shall be issued pursuant to Division V, Chapter 384 of the City Code of Iowa, and in compliance with all applicable provisions of the Constitution and laws of the State of Iowa. Section 3. Authorization and Purpose. There are hereby authorized to be issued, negotiable, serial, fully registered Sewer Revenue Refunding Bonds of the City, in the County of Johnson, State of Iowa, Series 2017, in the aggregate amount of $4,550,000 for the purpose of paying costs of refunding outstanding sewer revenue obligations of the City. Section 4. Source of Payment. The Bonds herein authorized and Parity Bonds and the interest thereon shall be payable solely and only out of the net earnings of the System and shall be a first lien on the future Net Revenues of the System. The Bonds shall not be general obligations of the Issuer nor shall they be payable in any manner by taxation and the Issuer shall be in no manner liable by reason of the failure of the Net Revenues to be sufficient for the payment of the Bonds. Section 5. Bond Details. Sewer Revenue Refunding Bonds of the City in the amount of $4,550,000 shall be issued pursuant to the provisions of Sections 384.82 and 384.83 of the City Code of Iowa for the aforesaid purpose. The Bonds shall be designated "SEWER REVENUE REFUNDING BOND, SERIES 201713", be dated June 15, 2017, and bear interest from the date thereof, until payment thereof, at the office of the Paying Agent, the interest payable on January 1, 2018 and semiannually thereafter on the 1 st day of January and July 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 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 Bond. The Bonds shall be in the denomination of $5,000 or multiples thereof. The Bonds shall mature and bear interest as follows: Principal Interest Maturity Amount Rate July 1st $ 275,000 2.000% 2018 $ 500,000 5.000% 2019 $ 855,000 5.000% 2020 $ 835,000 5.000% 2021 $2,085,000 5.000% 2022 EM Section 6. Redemption. The Bonds are not subject to redemption prior to maturity. 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 permit the exchange of Depository Bonds for Bonds in the 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 the principal amount is prepaid, the principal amount less the prepaid amount); and such Depository Bonds shall be registered in the name of Cede & Co., as nominee of DTC. Payment of semi-annual interest for any Depository Bond 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 Bonds at the address indicated in or pursuant to the Representation Letter. (b) With respect to Depository Bonds, 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 Bonds, (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 Bonds, (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 Bonds, 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 Bond for the purpose of payment of the principal of, premium, if any, and interest on such Bond, for the purpose of all other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes whatsoever (except for the giving of certain Bondholder 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 Bonds only to or upon the order of the Bondholders 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 Bonds to the extent so paid. Notwithstanding the provisions of this Resolution to the contrary (including without limitation those provisions relating to the surrender of Bonds, registration thereof, and issuance in Authorized Denominations), as long as the Bonds are Depository Bonds, 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 Bonds 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 Bonds, if such substitution is authorized by law, the Issuer shall (A) designate a satisfactory substitute depository as set forth - 11 - below or, if a satisfactory substitute is not found, (B) provide for the exchange of Depository Bonds for replacement Bonds in Authorized Denominations. (d) To the extent authorized by law, if the Issuer determines to provide for the exchange of Depository Bonds for Bonds in Authorized Denominations, the Issuer shall so notify the Paying Agent and shall provide the Registrar with a supply of executed unauthenticated Bonds to be so exchanged. The Registrar shall thereupon notify the owners of the Bonds and provide for such exchange, and to the extent that the Beneficial Owners are designated as the transferee by the owners, the Bonds 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 '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. 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 384.83(5) 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 -12- 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 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. -13- 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 ]colder 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 Original 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. A written order of Issuer signed by the Finance Director directing the authentication and delivery of the Bonds to or upon the order of the Original Purchaser upon payment of the purchase price as set forth therein. The opinion of Ahlers & Cooney, P.C., Bond Counsel, affirming the validity and legality of all the Bonds proposed to be issued. Section 12. Right to Name Substitute Paving 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. BCE Section 13. Form of Bond. Bonds shall be printed in substantial compliance with standards proposed by the American Standards Institute substantially in the form as follows: (6 (6) (1) (2) (3) (4) (5) (9) (9a) (10) (Continued on the back of this Bond) (11)(12)(13) (14) (15) FIGURE 1 (Front) -15- (10) (16) (Continued) FIGURE 2 (Back) -16- The text of the Bonds to be located thereon at the item numbers shown shall be as follows: Item 1, figure 1= "STATE OF IOWA" "COUNTY OF JOHNSON" "CITY OF IOWA CITY" "SEWER REVENUE REFUNDING BOND" "SERIES 201713" 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= Rate: Maturity: Bond Date: June 15, 2017 CUSIP No.: "Registered" Certificate No. Principal Amount: Item 9, figure 1 = The City of Iowa City, State of Iowa, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of Iowa (the "Issuer"), for value received, promises to pay from the source and as hereinafter provided, on the maturity date indicated above, to Item 9A, figure 1 = (Registration panel to be completed by Registrar or Printer with name of Registered Owner). Item 10, figure 1 = or registered assigns, the principal sum of (PRINCIPAL AMOUNT WRITTEN OUT) 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 January 1, 2018, and semiannually thereafter on the 1 st day of January and July 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 384.82 and 384.83 of the City Code of Iowa, as amended, for the purpose of paying costs of refunding outstanding sewer revenue obligations of the City, in conformity to a Resolution of the Council of the City duly passed and approved. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a limited purpose trust company ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (and any -17- 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 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 384.83(5) of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bond Resolution. This Bond and the series of which it forms a part, other bonds ranking on a parity therewith, and any additional bonds or notes which may be hereafter issued and outstanding from time to time on a parity with the Bonds, as provided in the Bond Resolution of which notice is hereby given and is hereby made a part hereof, are payable from and secured by a pledge of the Net Revenues of the Municipal 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 Bonds, and other bonds ranking on a parity therewith, as the same become due. This Bond is not payable in any manner by taxation and under no circumstances shall the City be in any manner liable by reason of the failure of 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 Bond, have been existent, had, done and performed as required by law. IN TESTIMONY WHEREOF, the City by its City Council has caused this Bond to be signed by the facsimile signature of its Mayor and attested by the facsimile signature of its 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 Item 13, figure 1 Item 14, figure 1 Item 15, figure 1 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 55107 go 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: (facsimile signature) Mayor ATTEST: By: (facsimile signature) City Clerk Item 16, figure 1 = (Assignment Block) (Information Required for Registration) -19- 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) 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: -20- 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 Section 14. Equality of Lien. The timely payment of principal of and interest on the Bonds and Parity Bonds shall be secured equally and ratably by the Net Revenues of the System without priority by reason of number or time of sale or delivery; and the Net 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 Bond Proceeds - Redemption and Current Refunding of Refunded Bonds. Proceeds of the Bonds shall be applied as follows: $5,245,000 of proceeds shall be deposited in trust with the Finance Director 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. ♦ The remaining proceeds shall be held by the Finance Director and applied to pay the costs of issuance of the Bonds. 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 Bonds. 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 -21- way uses or is served by the System. So long as the Bonds are outstanding and unpaid the rates or charges to consumers of services of the System shall be sufficient in each year for the payment of the proper and reasonable expenses of operation and maintenance of the System and for the payment of principal and interest on the Bonds and Parity Bonds 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 Bonds, and as long as any of the Bonds or Parity Bonds shall be outstanding and unpaid either as to principal or as to interest, or until all of the Bonds and Parity Bonds 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 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 Bonds and Parity Bonds. The fund shall be known as the Sewer Revenue Bond and Interest Sinking Fund (tire "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 Bonds and Panty Bonds plus the equal monthly amount necessary to pay in full the installment of principal coming due on such Bonds 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 Bonds and Parity Bonds as the same shall become due and payable. _22_ (c) Reserve Fund. Money in the Revenue Fund shall next 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 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 Bonds and Parity Bonds 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 Bonds and Parity Bonds, and which have been issued for the purposes of extensions and improvements to the System or to retire the Bonds or Parity Bonds 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, may be used to pay for extraordinary repairs or replacements to the System, or may be used to pay or redeem the Bonds or Parity Bonds or 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 Bonds. Nothing in this Resolution shall be construed to impair the rights vested in the Outstanding Bonds. 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 Bonds. 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 -23- of the resolution first adopted shall prevail until such time as the Bonds 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. 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 Bonds and Parity Bonds: (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. The Issuer shall maintain insurance for the benefit of the bondholders on the insurable portions of the System of a kind and in an amount which normally would be carried by private companies engaged in a similar kind of business. The proceeds of any insurance, except public liability insurance, shall be used to repair or replace the part or parts of the System damaged or destroyed, or if not so used shall be placed in the Revenue Fund. -24- (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, or as otherwise required by law, by an Independent Auditor. The holders of any of the Bonds and Parity Bonds shall have at all reasonable times the right to inspect the System and the records, accounts and data of the Issuer relating thereto. (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 Bonds and Parity Bonds 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 and 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 Bonds or Parity Bonds shall not be used to pay principal or interest on the Bonds and Parity Bonds or for payments into the Sinking Fund 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 Years. Copies of such budget and any amendments thereto shall be provided to the holders of any of the Bonds upon request. Section 21. Remedies of Bondholders. Except as herein expressly limited the holder or holders of the Bonds and Parity Bonds shall have and possess all the rights of action and remedies afforded by the common law, the Constitution and statutes of the State of Iowa, and of the United States of America, for the enforcement of payment of their Bonds and interest thereon, and of the pledge of the revenues made hereunder, and of all covenants of the Issuer hereunder. -25- Section 22. Prior Lien and Parity. The Issuer will issue no other Bonds or obligations of any kind or nature payable from or enjoying a lien or claim on the property or revenues of the System having priority over the Bonds or Panty Bonds. Additional Bonds may be issued on a parity and equality of rank with the Bonds with respect to the lien and claim of such Additional Bonds to the revenues of the System and the money on deposit in the funds adopted by this Resolution, for the following purposes and under the following conditions, but not otherwise: (a) For the purpose of refunding any of the Bonds or Parity Bonds which shall have matured or which shall mature not later than three months after the date of delivery of such refunding bonds and for the payment of which there shall be insufficient money in the Sinking Fund and the Reserve Fund; (b) For the purpose of refunding any Bonds, Parity Bonds or general obligation bonds outstanding, or making extensions, additions, improvements or replacements to the System, if all of the following conditions shall have been met: (i) before any such Additional Bonds ranking on a parity are issued, there will have been procured and filed with the 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 Bonds or Panty Bonds for both principal of and interest on all Bonds or Parity Bonds then outstanding which are payable from the net earnings of the System and the Additional Bonds 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 Bonds been in effect during all of such preceding Fiscal Year. (ii) the Additional Bonds must be payable as to principal and as to interest on the same month and day as the Bonds herein authorized. (iii) for the purposes of this Section, principal and interest falling due on the first day of a Fiscal Year shall be deemed a requirement of the immediately preceding Fiscal Year. -26- (iv) for the purposes of this Section, general obligation bonds shall be refunded only upon a finding of necessity by the Governing Body and only to the extent the general obligation bonds were issued or the proceeds of them 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 the Additional Bonds. Section 23. Disposition of Bond Proceeds, Arbitrage Not Permitted. The Issuer reasonably expects and covenants that no use will be made of the proceeds from the issuance and sale of the Bonds issued hereunder which will cause any of the Bonds to be classified as arbitrage bonds within the meaning of Section 148(a) and (b) of the Internal Revenue Code of the United States, and that throughout the term of the Bonds it will comply with the requirements of the statute and regulations issued thereunder. To the best knowledge and belief of the Issuer, there are no facts or circumstances that would materially change the foregoing statements or the conclusion that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be arbitrage bonds. Without limiting the generality of the foregoing, the Issuer hereby agrees to comply with the provisions of the Tax Exemption Certificate and the provisions of the Tax Exemption Certificate are hereby incorporated by reference as part of this Resolution. The Finance Director is hereby directed to make and insert all calculations and determinations necessary to complete the Tax Exemption Certificate in all respects and to execute and deliver the Tax Exemption Certificate at issuance of the Bonds to certify as to the reasonable expectations and covenants of the Issuer at that date. The Issuer covenants that it will treat as Yield Restricted any proceeds of the Bonds 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 Bonds and Parity Bonds, the Issuer shall treat the same for the purpose of restricted yield as held in proportion to the original principal amounts of each issue. The Issuer covenants that it will exceed any investment yield restriction provided in this Resolution only in the event that it shall first obtain an opinion of recognized bond counsel that the proposed investment action will not cause the Bonds to be classified as arbitrage bonds under Section 148(a) and (b) of the Internal Revenue Code or regulations issued thereunder. The Issuer covenants that it will proceed with due diligence to spend the proceeds of the Bonds for the purpose set forth in this Resolution. The Issuer further covenants that it will make no change in the use of the proceeds available for the construction of facilities or change in the use of any portion of the facilities constructed therefrom by persons other than the Issuer or the general public unless it has obtained an opinion of bond counsel or a revenue ruling that the proposed project or use will not be of such character as to cause interest on any of the Bonds not _27_ 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 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 25. Discharge and Satisfaction of Bonds. The covenants, liens and pledges entered into, created or imposed pursuant to this Resolution may be fully discharged and satisfied with respect to the Bonds and Parity Bonds, or any of them, in any one or more of the following ways: (a) By paying the Bonds or Parity Bonds when the same shall become due and payable; and (b) By depositing in trust with the Finance Director, 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 Bonds or Parity Bonds shall cease, determine and be completely discharged, and the holders thereof shall be entitled only to payment out of the money or securities so deposited. OWN Section 26. Resolution a Contract. The provisions of this Resolution shall constitute a contract between the Issuer and the holder or holders of the Bonds and Parity Bonds, and after the issuance of any of the Bonds no change, variation or alteration of any kind in the provisions of this Resolution shall be made in any manner, except as provided in the next succeeding Section, until such time as all of the Bonds and Parity Bonds, and interest due thereon, shall have been satisfied and discharged as provided in this Resolution. Section 27. Amendment of Resolution Without Consent. The Issuer may, without the consent of or notice to any of the holders of the Bonds and Parity Bonds, 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 Bonds or Parity Bonds; 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 Bonds or Parity Bonds; (b) to change the terms or provisions of this Resolution to the extent necessary to prevent the interest on the Bonds or Parity Bonds 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 Bonds or Parity Bonds any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the holders of the Bonds; (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 Bonds and Parity Bonds at any time outstanding (not including in any case any Bonds which may then be held or owned by or for the account of the Issuer, but including such Refunding Bonds as may have been issued for the purpose of refunding any of such Bonds if such Refunding Bonds shall not then be owned by the Issuer); but this Resolution may not be so amended in such maturer as to: (a) Make any change in the maturity or interest rate of the Bonds, or modify the terms of payment of principal of or interest on the Bonds or any of them or impose any conditions with respect to such payment; (b) Materially affect the rights of the holders of less than all of the Bonds and Parity Bonds then outstanding; and -29- (c) Reduce the percentage of the principal amount of Bonds, the consent of the holders of which is required to effect a further amendment. Whenever the Issuer shall propose to amend this Resolution under the provisions of this Section, it shall cause notice of the proposed amendment to be filed with the Original Purchaser and to be mailed by certified mail to each registered owner of any Bond 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 Bonds 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 Bonds and Panty Bonds. Any consent given by the holder of a Bond pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the instrument evidencing such consent and shall be conclusive and binding upon all future holders of the same Bond during such period. Such consent may be revoked at any time after six months from the date of such instrument by the holder who gave such consent or by a successor in title by filing notice of such revocation with the 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 Bonds held by any person executing such instrument and the date of his holding the same may be proved by an affidavit by such person or by a certificate executed by an officer of a bank or trust company showing that on the date therein mentioned such person had on deposit with such bank or trust company the Bonds described in such certificate. Section 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. IME 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 the City Clerk are hereby authorized to execute and deliver the same at issuance of the Bonds. 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 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. 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. PASSED AND APPROVED this 16th day of May, 2017. ATTEST: `11-C Cle k v• Ma or -31- CERTIFICATE STATE OF IOWA ) ) SS COUNTY OF JOHNSON ) I, the undersigned City Clerk of the City of Iowa City, State of Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of the City showing proceedings of the City Council, and the same is a true and complete copy of the action taken by the Council with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of public hearing and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of the agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective City offices as indicated therein, that no Council vacancy existed except as may be stated in the proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of the City hereto affixed this 16th day of V .2017. City z, City of Iowa City, State of Iowa (SEAL) 01359249-1\10714-128 TAX EXEMPTION CERTIFICATE rM CITY OF IOWA CITY, COUNTY OF JOHNSON, STATE OF IOWA, ISSUER $4,550,000 Sewer Revenue Refunding Bonds, Series 2017B 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 ARTICLE I 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 ARTICLEIII REBATE.............................................................................................................1 I Section3.1 Records..................................................................................................... 11 Section 3.2 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.................................................................................. IS 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" EXHIBIT "B" TAX EXEMPTION CERTIFICATE CITY OF IOWA CITY, STATE OF IOWA THIS TAX EXEMPTION CERTIFICATE made and entered into on June 15, 2017, 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 $4,550,000 Sewer Revenue Refunding Bonds, Series 2017B (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 $4,550,000 aggregate principal amount of Sewer Revenue Refunding Bonds, Series 2017B, 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 Speer Financial, 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 $5,150,368.90. • "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 sewer 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 Robert W. Baird & Co., Inc. of Milwaukee, Wisconsin, 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 $5,245,000 of the $8,660,000 Sewer Revenue Refunding Capital Loan Notes, Series 2009A dated May 18, 2009. • "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 16, 2017, 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. 0 (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 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 Bards 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. (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. Tire 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 $5,150,368.90 (par plus re -offering premium of $600,368.90), less underwriter's discount of $19,737.31, received at Closing in the amount of $5,130,631.59 are expected to be deposited and expended as follows: (a) $5,130,631.59 will be used together with earnings thereon and cash of the Issuer in the amount of $114,368.41 to pay the principal, interest and redemption premium, if any, on the Refunded Bonds; (b) $ -0- will be deposited into the Reserve Fund; and Section 2.3 Purpose of Bonds The Issuer is issuing the Bonds to refund the Refunded Bonds prior to maturity in order to realize debt service savings due to lower interest rates payable on the Refunding Bonds. Section 2.4 Facts Supporting Tax -Exemption Classification Governmental Bonds Private Business Use/Private Security or Payment Tests The Bonds are considered to be governmental bonds, not subject to the provisions of the alternate minimum tax. The Proceeds will be used for the purposes described in Section 2.3 hereof. These bonds are not private activity bonds because no amount of Proceeds of the Refunded Bonds 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 7 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. (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 $455,000. (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, $4,550,000, 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, $4,550,000 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 2017B 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 2017B Share for the Bond Fund and Reserve Fund. The Series 2017B 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 2017B 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 IN 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 1.45907802 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 maturer 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 exception 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 shall expend the earnings on the Reserve Fund in accordance with the schedule set forth above and will comply with the rebate requirements of the Code following the end of the two year schedule. 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 Deposit (a) Notwithstanding anything to the contrary contained herein or in the Resolution, the Issuer will invest or direct the investment of funds on deposit in the Reserve Fund, any other Gross Proceeds Fund, the Bond Fund, and the Rebate Fund, in a certificate of deposit of a bank or savings bank which is permitted by law and by the Resolution only if the purchase price of such a certificate of deposit is treated as its fair market value on the purchase date and if the yield on the certificate of deposit is not less than (1) the yield on reasonably comparable direct obligations of the United States; and (2) the highest yield that is published or posted by the provider to be currently available from the provider on reasonably comparable certificates of deposit offered to the public. (b) The certificate of deposit described in paragraph 4.3(a) above must be executed by a dealer who maintains an active secondary market in comparable certificates of deposit and must be based on actual trades adjusted to reflect the size and term of that certificate of deposit and the stability and reputation of the bank or savings bank issuing the certificate of deposit. Section 4.4 Investment Pursuant to Investment Contracts and Agreements The Issuer will invest or direct the investment of funds on deposit in the Gross Proceeds Funds, the Bond Fund, and the Rebate Fund pursuant to an investment contract (including a repurchase agreement) only if all of the following requirements are satisfied: (a) The Issuer makes a bona fide solicitation for the purchase of the investment. A bona fide solicitation is a solicitation that satisfies all of the following requirements: (1) The bid specifications are in writing and are timely forwarded to potential providers. (2) The bid specifications include all material terms of the bid. A term is material if it may directly or indirectly affect the yield or the cost of the investment. (3) The bid specifications include a statement notifying potential providers that submission of a bid is a representation that the potential provider did not consult with any other potential provider about its bid, that the bid was determined without regard to any other formal or informal agreement that the potential provider has with the issuer or any other person (whether or not in connection with the Bonds), and that the bid is not being submitted solely as a courtesy to the issuer or any other person for purposes of satisfying the 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)(13)(1) of Section 1.148-5 of the Regulations is from a reasonably competitive provider, within the meaning of paragraph (d)(6)(iii)(A)(7) of Section 1.148-5 of the Regulations. (3) If the Issuer uses an agent to conduct the bidding process, the agent did not bid to provide the investment. (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)(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 Leeal 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 Intemal 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. IN 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) 01359232-1\10714-128 Finance Director, City of Iowa City, State of Iowa M 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 $4,550,000 Sewer Revenue Refunding Bonds, Series 2017B (the "Bonds") dated June 15, 2017. The Bonds are being issued pursuant to a Resolution of the Issuer approved on May 16, 2017 (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 , 2017. "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 2016/2017 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 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 with respect to each Series of Bonds shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds of that Series 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. rd 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 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: 15th day of June 2017. ATTEST: By: ctty I CITY OF IOWA CITY, STATE OF IOWA By:L, M or 6 NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL FINANCIAL INFORMATION Name of Issuer: City of Iowa City, Iowa. Name of Bond Issue: $4,550,000 Sewer Revenue Refunding Bonds, Series 2017B Dated Date of Issue: June 15, 2017 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: 01346901-1\10714-126 May 16, 2017 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 o'clock P .M., on the above date. There were present Mayor Throgmorton , in the chair, and the following named Council Members: Cole, Dickens, Mims, Taylor, Thomas, Throgmorton Absent: - 1 - � � ao 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 Dickens seconded the motion to adopt. The roll was called and the vote was, AYES: Cole, Dickens, Mims, Taylor, Thomas, Throgmorton NAYS: None ABSENT: Botchway Whereupon, the Mayor declared the resolution duly adopted as follows: Resolution No 17-165 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, pursuant to the provisions of Chapter 75 of the Code of Iowa, $5,910,000 Water Revenue Bonds, Series 2017C, dated June 15, 2017, have been sold at public sale 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. -2- NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF IOWA CITY, STATE OF IOWA: Section 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 $5,910,000 Water Revenue Bonds, Series 2017C, dated June 15, 2017. 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 16th day of May, 2017. ATTEST: A y. erk M yor -3- L�J0) Council Member Mims introduced the following Resolution entitled "A RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $5,910,000 WATER REVENUE BONDS, SERIES 2017C, 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 BONDS; APPROVING TAX EXEMPTION CERTIFICATE AND CONTINUING DISCLOSURE CERTIFICATE", and moved its adoption. Council Member Dickens seconded the motion to adopt. The roll was called and the vote was: AYES: Cole, Dickens, Mims, Taylor, Thomas, Throgmorton NAYS: None ABSENT: Whereupon the Mayor declared the following Resolution duly adopted: Resolution No 17-166 A RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $5,910,000 WATER REVENUE BONDS, SERIES 2017C, 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 BONDS; APPROVING TAX EXEMPTION CERTIFICATE AND CONTINUING DISCLOSURE CERTIFICATE 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 Municipal Water Utility, sometimes hereinafter referred to as the "System", and the revenues have not been pledged and are available for the payment of Revenue Bonds, subject to the following premises; and WHEREAS, Issuer proposes to issue its Revenue Bonds to the extent of not to exceed $7,500,000 for the purpose of defraying the costs of the project as set forth in Section 3 of this Resolution; and WHEREAS, there have been heretofore issued certain Water Revenue Refunding Notes, part of which remain outstanding and are a lien on the Net Revenues of the System (defined herein as the "Outstanding Bonds"); and WHEREAS, in the Resolution authorizing the issuance of the Outstanding Bonds it is provided that additional Revenue Bonds may be issued on a parity with the Outstanding Bonds, 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 City Clerk, a statement complying with the conditions and limitations therein imposed upon the issuance of Parity Bonds; and WHEREAS, a statement of Maggie Burger, an Independent Financial Consultant not in the regular employ of Issuer, has been placed on file in the office of the City Clerk, showing the conditions and limitations of the Resolutions, dated June 5, 2012 and May 17, 2016, with regard to the sufficiency of the revenues of the System to permit the issuance of additional Revenue Bonds ranking on a parity with the Outstanding Bonds to have been met and satisfied as required; and WHEREAS, the notice of intention of Issuer to take action for the issuance of not to exceed $7,500,000 Water Revenue Bonds 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 $5,910,000 Water Revenue Bonds, Series 2017C: 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 Bonds" shall mean any water revenue bonds or notes issued on a parity with the Bonds 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 Bond is recorded as the beneficial owner of a Bond by a Participant on the records of such Participant or such person's subrogee. • "Bonds" shall mean $5,910,000 Water Revenue Bonds, Series 2017C, authorized to be issued by this Resolution. • "Call Date" shall mean July 1, 2017, 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 Bonds. • "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. Sim • "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate 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. • "Current Refunded Portion" shall mean $5,285,000 of the bonds to refund the Refunded Bonds. • "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, limited purpose trust company, or any successor book -entry securities depository appointed for the Bonds. • "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. • "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 Bonds and any Parity Bonds or payments to the various funds established herein; capital costs, depreciation and interest or principal payments are not System expenses. • "New Money Portion" shall mean $625,000 of the bonds issued to pay the costs of extending, improving and equipping the water utility of the City, including water plant roof replacement and water distribution building repairs. • "Original Purchaser" shall mean the purchaser of the Bonds from Issuer at the time of their original issuance. • "Outstanding Bonds" shall mean the Water Revenue Refunding Bonds, Series 2012C, dated June 20, 2012, issued in accordance with a Resolution adopted June 5, 2012, $3,085,000 of which bonds are still outstanding and unpaid and remain a lien on the Net Revenues of the System and the Water Revenue Refunding Capital Loan Notes, Series 2016D, dated June 16, 2016, issued in accordance with a Resolution adopted May 17, 2016, $3,650,000 of which notes are still outstanding and unpaid and remain a lien on the Net Revenues of the System. • "Parity Bonds" shall mean water revenue bonds or notes payable solely from the Net Revenues of the System on an equal basis with the Bonds herein authorized to be issued, and shall include Additional Bonds as authorized to be issued under the terms of this Resolution and the Outstanding Bonds. • "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. "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 -7- 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 -I" or "A -I+" by S&P or "P -I " 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 -I+" by S&P or "PA" 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; ■ 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, as to the New Money Portion, the fund established under this Resolution for the deposit of a portion of the proceeds to pay the costs of extending, improving and equipping the water utility of the City, including water plant roof replacement and water distribution building repairs. As to the Current Refunded Portion, "Project Fund" shall mean the 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; and. • "Refunded Bonds" shall mean $5,725,000 of the $9,750,000 Water Revenue Refunding Capital Loan Notes, Series 2009B dated May 18, 2009. • "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. • "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 Bonds and Parity Bonds; (b) 10% of the stated principal amount of the Bonds and Parity Bonds or (c) 125% of the average annual principal and interest coming due on the Bonds and Parity Bonds. 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 Bonds. • "System" shall mean the Municipal 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 Bonds or Panty Bonds 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 Bonds. IRE • "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. • "Yield Restricted" shall mean required to be invested at a yield that is not materially higher than the yield on the Bonds under section 148(a) of the Internal Revenue Code or regulations issued thereunder. Section 2. Authority. The Bonds authorized by this Resolution shall be issued pursuant to Division V, Chapter 384 of the City Code of Iowa, and in compliance with all applicable provisions of the Constitution and laws of the State of Iowa. Section 3. Authorization and Purpose. There are hereby authorized to be issued, negotiable, serial, fully registered Water Revenue Bonds of the City, in the County of Johnson, State of Iowa, Series 2017, in the aggregate amount of $5,910,000 for the purpose of paying costs of a) extending, improving and equipping the water utility of the City, including water plant roof replacement and water distribution building repairs; and b) refunding outstanding water revenue obligations of the City. Section 4. Source of Payment. The Bonds herein authorized and Parity Bonds and the interest thereon shall be payable solely and only out of the net earnings of the System and shall be a first lien on the future Net Revenues of the System. The Bonds shall not be general obligations of the Issuer nor shall they be payable in any manner by taxation and the Issuer shall be in no manner liable by reason of the failure of the Net Revenues to be sufficient for the payment of the Bonds. Section 5. Bond Details. Water Revenue Bonds of the City in the amount of $5,910,000 shall be issued pursuant to the provisions of Sections 384.82 and 384.83 of the City Code of Iowa for the aforesaid purpose. The Bonds shall be designated "WATER REVENUE BOND, SERIES 2017C", be dated June 15, 2017, and bear interest from the date thereof, until payment thereof, at the office of the Paying Agent, the interest payable on January 1, 2018 and semiannually thereafter on the 1 st day of January and July 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 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 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 Interest Maturity Amount Rate July 1st $ 610,000 2.000% 2018 $ 635,000 2.000% 2019 $ 665,000 2.000% 2020 $ 695,000 2.000% 2021 $ 725,000 2.000% 2022 $1,225,000 2.000% 2023 $ 800,000 2.250% 2024 $ 555,000 2.250% 2025 Section 6. Redemption. Bonds maturing after July 1, 2022, may be called for redemption by the Issuer and paid before maturity on such 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 terns 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 such notice by mail 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. 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. 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 permit the exchange of Depository Bonds for Bonds in the 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 the principal amount is prepaid, the principal amount less the prepaid amount); and such Depository Bonds shall be registered in the name of Cede & Co., as nominee of DTC. Payment of semi-annual interest for any Depository Bond 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 Bonds at the address indicated in or pursuant to the Representation Letter. (b) With respect to Depository Bonds, 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 Bonds, (ii) the -Il- delivery to any Participant, any Beneficial Owner or any other person, other than DTC or its nominee, of any notice with respect to the Bonds, (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 Bonds, 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 Bond for the purpose of payment of the principal of, premium, if any, and interest on such Bond, for the purpose of all other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes whatsoever (except for the giving of certain Bondholder 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 Bonds only to or upon the order of the Bondholders 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 Bonds to the extent so paid. Notwithstanding the provisions of this Resolution to the contrary (including without limitation those provisions relating to the surrender of Bonds, registration thereof, and issuance in Authorized Denominations), as long as the Bonds are Depository Bonds, 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 Bonds 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 Bonds, 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 Bonds for replacement Bonds in Authorized Denominations. (d) To the extent authorized by law, if the Issuer determines to provide for the exchange of Depository Bonds for Bonds in Authorized Denominations, the Issuer shall so notify the Paying Agent and shall provide the Registrar with a supply of executed unauthenticated Bonds to be so exchanged. The Registrar shall thereupon notify the owners of the Bonds and provide for such exchange, and to the extent that the Beneficial Owners are designated as the transferee by the owners, the Bonds 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 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. -12- Section 8. Registration of Bonds; Appointment of Registrar; Transfer; Owners; 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 384.83(5) 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. -13- (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 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. 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 Original 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 -14- 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. A written order of Issuer signed by the Finance Director directing the authentication and delivery of the Bonds to or upon the order of the Original Purchaser upon payment of the purchase price as set forth therein. The opinion of Ahlers & Cooney, P.C., Bond Counsel, affirming 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. -15- Section 13. Foran of Bond. Bonds 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) (9) (9a) (10) (Continued on the back of this Bond) (11)(12)(13) (14) FIGURE 1 (Front) (15) -16- (10) (16) (Continued) FIGURE 2 (Back) -17- The text of the Bonds to be located thereon at the item numbers shown shall be as follows: Item 1, figure 1= "STATE OF IOWA" "COUNTY OF JOHNSON" "CITY OF IOWA CITY" "WATER REVENUE BOND" "SERIES 2017C" 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= Rate: Maturity: Bond Date: June 15, 2017 CUSIP No.: "Registered" Certificate No. Principal Amount: $ Item 9, figure 1 = The City of Iowa City, State of Iowa, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of Iowa (the "Issuer"), for value received, promises to pay from the source and as hereinafter provided, on the maturity date indicated above, to Item 9A, figure 1 = (Registration panel to be completed by Registrar or Printer with name of Registered Owner). Item 10, figure I = or registered assigns, the principal sum of (principal amount written out) 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 January 1, 2018, and semiannually thereafter on the 1 st day of January and July 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 384.82 and 384.83 of the City Code of Iowa, as amended, for the purpose of paying costs of. a) extending, improving and equipping the water utility of the City, including water plant roof replacement and water distribution building repairs; and b) refunding outstanding water revenue obligations of the City, in conformity to a Resolution of the Council of the City duly passed and approved. moi. � 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 July 1, 2022, may be called for redemption by the Issuer and paid before maturity on such date or any date thereafter, from any funds regardless of source, in whole or from time to time in part, in any order of maturity and within an annual maturity by lot. The terms of redemption shall be par, plus accrued interest to date of call. Thirty days' notice of redemption shall be given to the registered owner of the Bond. Failure to give such notice by mail 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. 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. 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 384.83(5) of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bond Resolution. This Bond and the series of which it forms a part, other bonds ranking on a panty therewith, and any additional bonds or notes which may be hereafter issued and outstanding from time to time on a panty with the Bonds, as provided in the Bond Resolution of which notice is hereby given and is hereby made a part hereof, are payable from and secured by a pledge of the Net Revenues of the Municipal 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 Bonds, and other bonds ranking on a parity therewith, as the same become due. This Bond is not payable in any manner by taxation and under no circumstances -19- 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 Bond, have been existent, had, done and performed as required by law. IN TESTIMONY WHEREOF, the City by its City Council has caused this Bond to be signed by the facsimile signature of its Mayor and attested by the facsimile signature of its 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 Item 12, figure 1 Item 13, figure 1 Item 14, figure 1 Item 15, figure 1 = 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 55107 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: (facsimile signature) Mayor ATTEST: By: (facsimile signature) City Clerk Item 16, 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 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) 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: -21- 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 .......... (Gust) (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 Bonds and Parity Bonds 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 Net 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 Bond Proceeds. Proceeds of the Bonds shall be applied as follows: ♦ An amount equal to $43,215 shall be held by the Treasurer and applied to pay the costs of issuance of the Bonds. ♦ An amount equal to $627,042.54 shall be deposited to the Project Fund and expended therefrom for the purposes of issuance. ♦ An amount equal to $5,304,525.71 shall be deposited in trust with the Treasurer along with $420,474.29 of funds of the Issuer 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. 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. The Project Fund shall be invested in accordance with Section 17 of this Resolution. Earnings on investments of the Project Fund shall be deposited in and expended from the Project Fund. Any amounts on hand in the Project Fund shall be available for the payment of the principal of or interest on the Bonds at any time that other funds of the System shall be -22- 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, the Internal Revenue Code and this Resolution. Any excess proceeds remaining on hand after completion of the purpose of issuance shall be used to call or otherwise retire Bonds. 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 Bonds are outstanding and unpaid the rates or charges to consumers of services of the System shall be sufficient in each year for the payment of the proper and reasonable expenses of operation and maintenance of the System and for the payment of principal and interest on the Bonds and Parity Bonds 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 Bonds, and as long as any of the Bonds or Parity Bonds shall be outstanding and unpaid either as to principal or as to interest, or until all of the Bonds and Parity Bonds 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. -23- (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 Bonds and Parity Bonds. The fund shall be known as the Water Revenue Bond 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 Bonds and Panty Bonds plus the equal monthly amount necessary to pay in full the installment of principal coming due on such Bonds 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 Bonds and Panty Bonds as the same shall become due and payable. (c) Reserve Fund. Money in the Revenue Fund shall next 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 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 Bonds and Parity Bonds 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 Bonds and Parity Bonds, and which have been issued for the purposes of extensions and improvements to the System or to retire the Bonds or Parity Bonds 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, may be used to pay for extraordinary repairs or replacements to the System, or may be used to pay or redeem the Bonds or Panty Bonds or 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 -24- 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 Bonds. Nothing in this Resolution shall be construed to impair the rights vested in the Outstanding Bonds. 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 Bonds. 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 Bonds 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. 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 Bonds and Parity Bonds: (a) Maintenance and Efficiency. The Issuer will maintain the System in good condition and operate it in an efficient manner and at reasonable cost. -25- (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. The Issuer shall maintain insurance for the benefit of the bondholders on the insurable portions of the System of a kind and in an amount which normally would be carried by private companies engaged in a similar kind of business. The proceeds of any insurance, except public liability insurance, shall be used to repair or replace the part or parts of the System damaged or destroyed, or if not so used shall be placed in the 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, or as otherwise required by law, by an Independent Auditor. The holders of any of the Bonds and Parity Bonds shall have at all reasonable times the right to inspect the System and the records, accounts and data of the Issuer relating thereto. (e) State Laws. The Issuer will faithfully and punctually perforin 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) PropertX. The Issuer will not sell, lease, mortgage or in any manner dispose of the System, or any capital part thereof, including any and all extensions and additions that may be made thereto, until satisfaction and discharge of all of the Bonds and Parity Bonds shall have been provided for in the manner provided in this Resolution; provided, however, 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 and 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 Bonds or Parity Bonds shall not be used to pay principal or interest on the Bonds and Parity Bonds or for payments into the Sinking Fund or Reserve Fund. -26- (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 Years. Copies of such budget and any amendments thereto shall be provided to the holders of any of the Bonds upon request. Section 21. Remedies of Bondholders. Except as herein expressly limited the holder or holders of the Bonds and Parity Bonds shall have and possess all the rights of action and remedies afforded by the common law, the Constitution and statutes of the State of Iowa, and of the United States of America, for the enforcement of payment of their Bonds and 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 Bonds. The Issuer will issue no other Bonds or obligations of any kind or nature payable from or enjoying a lien or claim on the property or revenues of the System having priority over the Bonds or Parity Bonds. Additional Bonds may be issued on a parity and equality of rank with the Bonds with respect to the lien and claim of such Additional Bonds to the revenues of the System and the money on deposit in the funds adopted by this Resolution, for the following purposes and under the following conditions, but not otherwise: (a) For the purpose of refunding any of the Bonds or Parity Bonds which shall have matured or which shall mature not later than three months after the date of delivery of such refunding bonds and for the payment of which there shall be insufficient money in the Sinking Fund and the Reserve Fund; (b) For the purpose of refunding any Bonds, Parity Bonds or general obligation bonds outstanding, or making extensions, additions, improvements or replacements to the System, if all of the following conditions shall have been met: -27- (i) before any such Additional Bonds ranking on a parity are issued, there will have been procured and filed with the 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 Bonds or Parity Bonds for both principal of and interest on all Bonds or Parity Bonds then outstanding which are payable from the net earnings of the System and the Additional Bonds 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 Bonds been in effect during all of such preceding Fiscal Year. (ii) the Additional Bonds must be payable as to principal and as to interest on the same month and day as the Bonds herein authorized. (iii) for the purposes of this Section, principal and interest falling due on the first day of a Fiscal Year shall be deemed a requirement of the immediately preceding Fiscal Year. (iv) for the purposes of this Section, general obligation bonds shall be refunded only upon a finding of necessity by the Governing Body and only to the extent the general obligation bonds were issued or the proceeds of them 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 the Additional Bonds. Section 23. Disposition of Bond Proceeds, Arbitrage Not Permitted. The Issuer reasonably expects and covenants that no use will be made of the proceeds from the issuance and sale of the Bonds issued hereunder which will cause any of the Bonds to be classified as arbitrage bonds within the meaning of Section 148(a) and (b) of the Internal Revenue Code of the United States, and that throughout the tern of the Bonds it will comply with the requirements of the statute and regulations issued thereunder. MM To the best knowledge and belief of the Issuer, there are no facts or circumstances that would materially change the foregoing statements or the conclusion that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be arbitrage bonds. Without limiting the generality of the foregoing, the Issuer hereby agrees to comply with the provisions of the Tax Exemption Certificate and the provisions of the Tax Exemption Certificate are hereby incorporated by reference as part of this Resolution. The Treasurer is hereby directed to snake and insert all calculations and determinations necessary to complete the Tax Exemption Certificate in all respects and to execute and deliver the Tax Exemption Certificate at issuance of the Bonds to certify as to the reasonable expectations and covenants of the Issuer at that date. The Issuer covenants that it will treat as Yield Restricted any proceeds of the Bonds 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 Bonds and Parity Bonds, the Issuer shall treat the same for the purpose of restricted yield as held in proportion to the original principal amounts of each issue. The Issuer covenants that it will exceed any investment yield restriction provided in this Resolution only in the event that it shall first obtain an opinion of recognized bond counsel that the proposed investment action will not cause the Bonds to be classified as arbitrage bonds under Section 148(a) and (b) of the Internal Revenue Code or regulations issued thereunder. The Issuer covenants that it will proceed with due diligence to spend the proceeds of the Bonds for the purpose set forth in this Resolution. The Issuer further covenants that it will make no change in the use of the proceeds available for the construction of facilities or change in the use of any portion of the facilities constructed therefrom by persons other than the Issuer or the general public unless it has obtained an opinion of bond counsel or a revenue ruling that the proposed project or use will not be of such character as to cause interest on any of the Bonds not to be exempt from federal income taxes in the hands of holders other than substantial users of the project, under the provisions of Section 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 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. WE Section 25. Discharge and Satisfaction of Bonds. The covenants, liens and pledges entered into, created or imposed pursuant to this Resolution may be fully discharged and satisfied with respect to the Bonds and Parity Bonds, or any of them, in any one or more of the following ways: (a) By paying the Bonds or Parity Bonds when the same shall become due and payable; and (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 Bonds or Parity Bonds shall cease, determine and be completely discharged, and the holders thereof shall be entitled only to payment out of the money or securities so deposited. Section 26. Resolution a Contract. The provisions of this Resolution shall constitute a contract between the Issuer and the holder or holders of the Bonds and Parity Bonds, and after the issuance of any of the Bonds no change, variation or alteration of any kind in the provisions of this Resolution shall be made in any manner, except as provided in the next succeeding Section, until such time as all of the Bonds and Parity Bonds, and interest due thereon, shall have been satisfied and discharged as provided in this Resolution. Section 27. Amendment of Resolution Without Consent. The Issuer may, without the consent of or notice to any of the holders of the Bonds and Parity Bonds, 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 Bonds or Parity Bonds; 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 Bonds or Parity Bonds; (b) to change the terms or provisions of this Resolution to the extent necessary to prevent the interest on the Bonds or Parity Bonds from being includable within the gross income of the holders thereof for federal income tax purposes; -30- (c) to grant to or confer upon the holders of the Bonds or Parity Bonds any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the holders of the Bonds; (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 Bonds and Panty Bonds at any time outstanding (not including in any case any Bonds which may then be held or owned by or for the account of the Issuer, but including such Refunding Bonds as may have been issued for the purpose of refunding any of such Bonds if such Refunding Bonds shall not then be owned by the Issuer); but this Resolution may not be so amended in such manner as to: (a) Make any change in the maturity or interest rate of the Bonds, or modify the terms of payment of principal of or interest on the Bonds or any of them or impose any conditions with respect to such payment; (b) Materially affect the rights of the holders of less than all of the Bonds and Parity Bonds then outstanding; and (c) Reduce the percentage of the principal amount of Bonds, the consent of the holders of which is required to effect a further amendment. Whenever the Issuer shall propose to amend this Resolution under the provisions of this Section, it shall cause notice of the proposed amendment to be filed with the Original Purchaser and to be mailed by certified mail to each registered owner of any Bond 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 Bonds 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 Bonds and Parity Bonds. -31- Any consent given by the holder of a Bond pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the instrument evidencing such consent and shall be conclusive and binding upon all future holders of the same Bond during such period. Such consent may be revoked at any time after six months from the date of such instrument by the holder who gave such consent or by a successor in title by filing notice of such revocation with the City Clerk. The fact and date of the execution of any instrument under the provisions of this Section maybe 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 Bonds held by any person executing such instrument and the date of his holding the same may be proved by an affidavit by such person or by a certificate executed by an officer of a bank or trust company showing that on the date therein mentioned such person had on deposit with such bank or trust company the Bonds described in such certificate. Section 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 the City Clerk are hereby authorized to execute and deliver the same at issuance of the Bonds. 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 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. 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. -32- PASSED AND APPROVED this 16th day of May, 2017. ATTEST: 1�1.4 City c1 Ma or -33- CERTIFICATE STATE OF IOWA ) ) SS COUNTY OF JOHNSON ) I, the undersigned City Clerk of the City of Iowa City, State of Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of the City showing proceedings of the City Council, and the same is a true and complete copy of the action taken by the Council with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of public hearing and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of the agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective City offices as indicated therein, that no Council vacancy existed except as may be stated in the proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of the City hereto affixed this 16th day of May , 2017. City of Iowa City, State (SEAL) 01359920-1\10714-127 TAX EXEMPTION CERTIFICATE of CITY OF IOWA CITY, COUNTY OF JOHNSON, STATE OF IOWA, ISSUER $5,910,000 Water Revenue Bonds, Series 2017C 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 ARTICLE I DEFINITIONS................................................................................ ARTICLE II SPECIFIC CERTIFICATIONS, REPRESENTATIONS AND AGREEMENTS................................................................................................................ 5 Section 2.1 Authority to Certify and Expectations........................................................ 5 Section 2.2 Receipts and Expenditures of Sale Proceeds ............. Section 2.3 Purpose of Bonds ....................................................... Section 2.4 Facts Supporting Tax -Exemption Classification ....... Section 2.5 Facts Supporting Temporary Periods for Proceeds ... Section 2.6 Resolution Funds at Restricted or Unrestricted Yield Section 2.7 Pertaining to Yields .................................................... ARTICLE III REBATE .......... Section 3.1 Records .. Section 3.2 Rebate Fund ................................................ Section 3.3 Exceptions to Rebate ................................... Section 3.4 Calculation of Rebate Amount .................... Section 3.5 Rebate Requirements and the Bond Fund... Section 3.6 Investment of the Rebate Fund ................... Section 3.7 Payment to the United States ...................... Section 3.8 Records .......................................... Section 3.9 Additional Payments ...................... ARTICLE IV INVESTMENT RESTRICTIONS......... Section 4.1 Avoidance of Prohibited Payments Section 4.2 Market Price Requirement............................................................ Section 4.3 Investment in Certificates of Deposit ........................................... Section 4.4 Investment Pursuant to Investment Contracts and Agreements ... Section 4 5 Records 7 ............ 9 ............ 9 .......... 11 .......... 12 .......... 12 .......... 12 .......... 12 .......... 14 .......... 14 .......... 15 .......... 15 .......... 15 .......... 16 ..........16 .......... 16 .......... 16 .......... 17 .......... 17 19 ..................................................................................................... Section 4.6 Investments to be Legal............................................................................ 19 ARTICLE V GENERAL COVENANTS.................................................................................. 20 ARTICLE VI AMENDMENTS AND ADDITIONAL AGREEMENTS .............................. 20 Section 6.1 Opinion of Bond Counsel; Amendments .................................................. 20 Section 6.2 Additional Covenants, Agreements.......................................................... 20 Section 6.3 Internal Revenue Service Audits.............................................................. 20 Section6.4 Amendments............................................................................................. 20 ARTICLE VII FURTHER CERTIFICATIONS WITH RESPECT TO REFUNDING BONDS............................................................................................................................. 21 EXHIBIT "A" EXHIBIT "B" EXHIBIT "C" TAX EXEMPTION CERTIFICATE CITY OF IOWA CITY, STATE OF IOWA THIS TAX EXEMPTION CERTIFICATE made and entered into on June 15, 2017, 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 $5,910,000 Water Revenue Bonds, Series 2017C (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 $5,910,000 aggregate principal amount of Water Revenue Bonds, Series 2017C, 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. • "Current Refunded Portion" shall mean $5,304,525.71 of the Bonds to refund the Refunded Bonds. • "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 Speer Financial, 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 $6,007,880.50. • "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. • "New Money Portion" shall mean $627,042.54 of the Bonds issued to pay the costs of extending, improving and equipping the water utility of the City, including water plant roof replacement and water distribution building repairs. • "Nonpurpose Investments" means any investment property which is acquired with Gross Proceeds and is not acquired to carry out the governmental purpose of the Bonds, and may include but is not limited to U.S. Treasury bonds, corporate bonds, or certificates of deposit. • "Proceeds" as defined in Regulation 1.148-1(b), means Sale Proceeds, investment proceeds and transferred proceeds of the Bonds. "Project" means the: a) extending, improving and equipping the water utility of the City, including water plant roof replacement and water distribution building repairs; and b) refunding outstanding water revenue obligations of the City, as more fully described in the Resolution. • "Project Fund" shall mean, as to the New Money Portion, the fund established under this Resolution for the deposit of a portion of the Proceeds to pay the costs of extending, improving and equipping the water utility of the City, including water plant roof replacement and water distribution building repairs. As to the Current Refunded Portion, "Project Fund" shall mean the 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; and. • "Purchasers" means Robert W. Baird & Co., Inc. of Milwaukee, Wisconsin, 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 $5,725,000 of the $9,750,000 Water Revenue Refunding Capital Loan Notes, Series 2009B dated May 18, 2009. "Refunding Bonds" means the Current Refunded Portion of 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 16, 2017, 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. 0 • "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 lI SPECIFIC CERTIFICATIONS, REPRESENTATIONS AND AGREEMENTS The Issuer hereby certifies, represents and agrees as follows Section 2.1 Authoritv to Certifv 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. (I) No arrangement exists under which the payment of principal or interest on the Bonds would be directly or indirectly guaranteed by the United States or any agency or instrumentality thereof. (g) After the expiration of any applicable temporary periods, and excluding investments in a bona fide debt service fund or reserve fund, not more than five percent (5%) of the Proceeds of the Bonds will be (a) used to make loans which are guaranteed by the United States or any agency or instrumentality thereof, or (b) invested in federally insured deposits or accounts. (h) The Issuer will file with the Internal Revenue Service in a timely fashion Form 8038-G, Information Return for Tax -Exempt Governmental Obligations with respect to the Bonds and such other reports required to comply with the Code and applicable Regulations. (i) The Issuer will take no action which would cause the Bonds to become "private activity bonds" as defined in Section 141 (a) of the Code, including any use of the Project by any person other than a governmental unit if such use will be by other than a member of the general public. None of the Proceeds of the Bonds will be used directly or indirectly to make or finance loans to any person other than a governmental unit. 0) The Issuer will make no change in the nature or purpose of the Project except as provided in Section 6.1 hereof. (k) Except as provided in the Resolution, the Issuer will not establish any sinking fund, bond fund, reserve fund, debt service fund or other fund reasonably expected to be used to pay debt service on the Bonds (other than the Bond Fund and any Reserve Fund), exercise its option to redeem Bonds prior to maturity or effect a refunding of the Bonds. (1) 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. (s) The Issuer has not employed a device in connection with the issuance of the Current Refunded Portion 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 $6,007,880.50 (par plus re -offering premium of $97,880.50), less underwriter's discount of $33,097.25, received at Closing in the amount of $5,974,783.25 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) $43,215 representing costs of issuing the Bonds will be used within six months of the Closing Date to pay the costs of issuance of the Bonds (with any excess remaining on deposit in the Project Fund); and (c) As to the New Money Portion, $627,042.54 will be deposited into the Project Fund and will be used together with earnings thereon to pay the costs of the Project and will not exceed the amount necessary to accomplish the governmental purposes of the Bonds. As to the Current Refunded Portion, $5,304,525.71 will be used together with cash of the Issuer in the a mount of $420,474.29, together with earnings thereon to pay the principal, interest and redemption premium, if any, on the Refunded Bonds. Refunded Bonds will be redeemed on July 1, 2017. (d) $ -0- will be deposited into the Reserve Fund. Section 2.3 Purpose of Bonds The Issuer is issuing the New Money Portion of the Bonds to pay the costs of extending, improving and equipping the water utility of the City, including water plant roof replacement and water distribution building repairs. The Issuer is issuing the Current Refunding Portion of 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 Securitv or Pavment Tests The Bonds are considered to be governmental bonds, not subject to the provisions of the alternate minimum tax. The Proceeds will be used for the purposes described in Section 2.3 hereof. These bonds are not private activity bonds because no amount of Proceeds of the Refunded Bonds or Bonds were used and/or is to be used in a trade or business carried on by a non-governmental unit. Rather, the Proceeds will be used to finance the general government operations and facilities of the Issuer described in Section 2.3 hereof. None of the payment of principal or interest on the Bonds will be derived from, or secured by, money or property used in a trade or business of a non-govemmental unit. In addition, none of the governmental operations or facilities of the Issuer being financed with the Proceeds of the Bonds are subject to any lease, management contract or other similar arrangement or to any arrangement for use other than as by the general public. Private Loan Financing Test No amount of Proceeds of the Refunded Bonds or Bonds were used and/or is to be 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 Current Refunded Portion 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. Not later than six months after Closing, work on the New Money Portion of the Project will have commenced and will proceed with due diligence to completion. (d) Due Diligence Test. The Issuer has incurred a substantial binding obligation to accomplish the refunding. The refunding will proceed with due diligence to completion. (e) 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. W (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. (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 $591,000. (2) "Reserve Fund" means that portion of the Revenue Fund as described in the Resolution. 10 (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, $5,910,000, 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, $5,910,000 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 2017C 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 2017C Share for the Bond Fund and Reserve Fund. The Series 2017C 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 2017C 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 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 11 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 1.6753129 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. 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 12 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 — as to the New Money Portion and Current Refunding Portion The New Money Portion 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. Eighteen -Month Exception — as to the New Money Portion The Gross Proceeds of the Bonds are expected to be expended for the governmental purposes for which the Bonds were issued in accordance with the following schedule: 1) 15 percent spent within six months of the Closing Date; 2) 60 percent spent within one year of the Closing Date; 3) 100 percent spent within eighteen months of the Closing Date (subject to 5 percent retainage for not more than one year). In any event, the Issuer expects that the 5% reasonable retainage will be spent within 30 months of the Closing Date. For purposes of determining compliance with the six-month and twelve- month spending periods, the amount of investment earnings included shall be based on the Issuer's reasonable expectations that the average annual interest rate on investments will be not more than 6%. For purposes of determining compliance with the eighteen -month spending period, the amount of investment earnings included shall be based on actual earnings. If the Issuer fails to meet the foregoing expenditure schedule, the Issuer shall comply with the arbitrage rebate requirements of the Code. Election to Treat as Construction Bonds. — as to the New Money Portion The Issuer reasonably expects that more than 75 percent of the "available construction proceeds" ("ACP") of the Bonds, as defined in Section 148(f)(4)(C)(vi) of the Code, will be used for construction expenditures. ACP includes the issue price of the issue plus the earnings on such issue [minus the amount on deposit in the Reserve Fund]. Not less than the following percentages of the ACP will be spent within the following periods: 1) 10 percent spent within six months of the Closing Date; 2) 45 percent spent within one year of the Closing Date; 3) 75 percent spent within eighteen months of the Closing Date; 13 4) 100 percent spent within two years of the Closing Date (subject to 5 percent retainage for not more than one year). In any event, the Issuer expects that the 5% reasonable retainage will be spent within a three-year period beginning on the Closing Date. A failure to spend an amount that does not exceed the lesser of (i) 3% of the issue price or (ii) $250,000, is disregarded if the Issuer exercises due diligence to complete the Project. Election with respect to future earnings Pursuant to Section 1.148-7(h)(i)(3) of the Regulations, the Issuer shall calculate the amount of future earnings to be used in determining compliance with the first three spending periods based on its reasonable expectations that the average annual interest rate on investments of the ACP will be not more than 5%. Compliance with the final spending period shall be calculated using actual earnings. Election with respect to Reserve Fund earnings. The Issuer shall expend the earnings on the Reserve Fund in accordance with the schedule set forth above and will comply with the rebate requirements of the Code following the end of the two year schedule. 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 14 $100,000 or if average annual debt service will not exceed $2,500,000. However, should annual gross earnings exceed $100,000 or should the Bond Fund cease to be treated as a bona fide debt service fund, the Bond Fund will become subject to the rebate requirements set forth in Section 3.4 hereof. Section 3.6 Investment of the Rebate Fund (a) Immediately upon a transfer to the Rebate Fund, the Issuer may invest all amounts in the Rebate Fund not already invested and held in the Rebate Fund, to the extent possible, in (1) SLGS, such investments to be made at a yield of not more than one-eighth of one percent above the Bond Yield, (2) Tax Exempt Obligations, (3) direct 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. 15 (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, 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. IC (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 marketprice. Section 4.3 Investment in Certificates of Deposit (a) Notwithstanding anything to the contrary contained herein or in the Resolution, the Issuer will invest or direct the investment of funds on deposit in the Reserve Fund, any other Gross Proceeds Fund, the Bond Fund, and the Rebate Fund, in a certificate of deposit of a bank or savings bank which is permitted by law and by the Resolution only if the purchase price of such a certificate of deposit is treated as its fair market value on the purchase date and if the yield on the certificate of deposit is not less than (1) the yield on reasonably comparable direct obligations of the United States; and (2) the highest yield that is published or posted by the provider to be currently available from the provider on reasonably comparable certificates of deposit offered to the public. (b) The certificate of deposit described in paragraph 4.3(a) above must be executed by a dealer who maintains an active secondary market in comparable certificates of deposit and must be based on actual trades adjusted to reflect the size and term of that certificate of deposit and the stability and reputation of the bank or savings bank issuing the certificate of deposit. Section 4.4 Investment Pursuant to Investment Contracts and Apreements 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)(13)(1) or (2) of Section 1.148-5 of the Regulations. 17 (4) The terms of the bid specifications are commercially reasonable. A term is commercially reasonable if there is a legitimate business purpose for the term other than to increase the purchase price or reduce the yield of the investment. (5) For purchases of guaranteed investment contracts only, the terms of the solicitation take into account the Issuer's reasonably expected deposit and drawdown schedule for the amounts to be invested. (6) All potential providers have an equal opportunity to bid and no potential provider is given the opportunity to review other bids (i.e., a last look) before providing a bid. (7) At least three reasonably competitive providers are solicited for bids. A reasonably competitive provider is a provider that has an established industry reputation as a competitive provider of the type of investments being purchased. (b) The bids received by the Issuer meet all of the following requirements: (1) The Issuer receives at least three bids from providers that the Issuer solicited under a bona fide solicitation meeting the requirements of paragraph (d)(6)(iii)(A) of Section 1.148-5 of the Regulations and that do not have a material financial interest in the issue. A lead underwriter in a negotiated underwriting transaction is deemed to have a material financial interest in the issue until 15 days after the issue date of the issue. In addition, any entity acting as a financial advisor with respect to the purchase of the investment at the time the bid specifications are forwarded to potential providers has a material financial interest in the issue. A provider that is a related party to a provider that has a material financial interest in the issue is deemed to have a material financial interest in the issue. (2) At least one of the three bids described in paragraph (d)(6)(iii)(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). Efl (2) Other investments. If the investment is not a guaranteed investment contract, the winning bid is the lowest cost bona fide bid (including any broker's fees). (d) The provider of the investments or the obligor on the guaranteed investment contract certifies the administrative costs that it pays (or expects to pay, if any) to third parties in connection with supplying the investment. (e) The Issuer will retain the following records with the bond documents until three years after the last outstanding bond is redeemed: (1) For purchases of guaranteed investment contracts, a copy of the contract, and for purchases of investments other than guaranteed investment contracts, the purchase agreement or confirmation. (2) The receipt or other record of the amount actually paid by the Issuer for the investments, including a record of any administrative costs paid by the Issuer, and the certification under paragraph (d)(6)(iii)(D) of Section 1.148-5 of the Regulations. (3) For each bid that is submitted, the name of the person and entity submitting the bid, the time and date of the bid, and the bid results. (4) The bid solicitation form and, if the terms of the purchase agreement or the guaranteed investment contract deviated from the bid solicitation form or a submitted bid is modified, a brief statement explaining the deviation and stating the purpose for the deviation. (5) For purchases of investments other than guaranteed investment contracts, the cost of the most efficient portfolio of State and Local Government Series Securities, determined at the time that the bids were required to be submitted pursuant to the terms of the bid specifications. Section 4.5 Records The Issuer will maintain records of all purchases, sales, liquidations, investments, reinvestments, redemptions, disbursements, deposits, and transfers of amounts on deposit. 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. 19 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. 20 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) 01359923-1\10714-127 Finance Director, City of Iowa City, State of Iowa 21 EXHIBIT "C" CONSTRUCTION ISSUE CERTIFICATION I, the undersigned, do hereby certify that I am the Finance Director of the City of Iowa City, Iowa. I acknowledge that this Certificate is given as the basis for certain representations made in the Tax Exemption Certificate delivered by the City of Iowa City, State of Iowa (the "Issuer"), as of the date hereof, in connection with the issuance of $5,910,000 Water Revenue Bonds, Series 2017C, of the Issuer (the 'Bonds"). The Issuer has elected to satisfy the requirements of Code Section 148(f)(4)(C)(iv)(I) based upon its reasonable expectations that more than 75% of the "available construction proceeds" of the Bonds, as defined in Section 148(f)(4)(C)(vi) of the Code, are to be used for construction expenditures with respect to property to be owned by the Issuer as a governmental unit. Construction expenditures means capital expenditures, as defined in Regulation 1.150- 1(b), that, on or before the date the property financed by the expenditures is placed in service, as defined in Regulation 1.150-2(c), will be properly chargeable to or may be capitalized as part of the basis of (1) real property, other than expenditures for the acquisition of any interest in land or real property other than land, (2) constructed personal property as defined in Regulation 1.148- 7(g)(3), or (3) specially developed computer software as defined in Regulation 1.148-7(g)(4), that is functionally related and subordinate to real property or constructed personal property. As of the date of issue of the Bonds, it is my opinion that at least 75% of the available construction proceeds of the Issue will be used for construction expenditures as defined above. IN WITNESS WHEREOF, I hereunto affix my official signature this 16th day of May 2017. IOWA CITY, IOWA By. Title: 0146CTVc 01359928-1\10714-127 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 $5,910,000 Water Revenue Bonds, Series 2017C (the "Bonds") dated June 15, 2017. The Bonds are being issued pursuant to a Resolution of the Issuer approved on May 16, 2017 (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 , 2017. "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 2016/2017 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: L 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, 2 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 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 with respect to each Series of Bonds shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds of that Series 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. 0 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 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: 15th day of .lune 2017. CITY OF IOWA CITY, STATE OF IOWA By: M or ATTEST: By:� p_.. Cityel c 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: $5,910,000 Water Revenue Bonds, Series 2017C Dated Date of Issue: June 15, 2017 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: 01346875-1\10714-127 CITY OF IOWA CI COUNCIL ACTION REPO May 16, 2017 Eno Resolutions Appointing Registrar and Paying Agent and4:T Authorizinq the Issuance of the Bonds. Prepared By: Dennis Bockenstedt, Finance Director Reviewed By: Simon Andrew, Assistant to the City Manager Fiscal Impact: Adopted as part of the FY2017 Budget and 2017-2021 Capital Improvement Program Sewer and Water refundings have nominal savings of $1,030,981 and $1,137,664, respectively. Recommendations: Staff: Approval Commission: N/A Attachments: Resolutions Executive Summary: Eno There are six separate resolutions to appoint the registrar and paying agent and to authorize the issuance of the 2017 General Obligation Bonds and the 2017 Sewer & Water Revenue Bonds on May 16. These actions are the final City Council actions to complete the 2017 bond sales. The first two resolutions are to appoint US Bank as the paying agent and registrar for the 2017 General Obligation Bonds and to approve the tax exemption certificate, the continuing disclosure certificate, and to authorize the issuance of the 2017 General Obligation Bonds. The next four resolutions are to appoint US Bank as the paying agent and registrar for the 2017 Sewer & Water Revenue Bonds and to approve the tax exemption certificate, the continuing disclosure certificate, and to authorize the issuance of the 2017 Sewer & Water Revenue Bonds. Background / Analysis: On May 2, 2017, the City sold three separate bond issues: the 2017A General Obligation Bonds, the 2017B Sewer Revenue Refunding Bonds, and the 2017C Water Revenue Bonds. The City received two bids on each issue from Robert W. Baird & Co. of Milwaukee, Wisconsin and Morgan Stanley of New York, New York. Robert W. Baird & Co. won all three bids with a True Interest Rate of 1.9817% on the 2017A General Obligation Bonds (10 year), 1.5794% on the 2017B Sewer Revenue Refunding Bonds (5 year), and 1.8434% on the 2017C Water Revenue Bonds (8 year). yj(y,) Prepared by: Susan Dulek, Asst. City Attorney, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5030 RESOLUTION NO. 17-167 RESOLUTION APPROVING AN AGREEMENT WITH THE DOWNTOWN DISTRICT TO ALLOW THE SALE, CONSUMPTION, AND POSSESSIOIN OF BEER AND WINE DURING FARM TO STREET DINNER AND NORTHSIDE OKTOBERFEST ON CITY STREETS. WHEREAS, section 4-5-3D of the City Code allows private entities to sell beer and wine and persons to consume the same 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 would like to be able to sell beer in a demarcated area on the street along the 200 and 300 -block of Market Street, the 100 and 200 block of N. Linn Street, and in the City parking lot north of the 300 -block of Market Street during the Northside Oktoberfest and on the 100 block of N. Linn Street during the Farm to Street Dinner; 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 16th day of ATTEST: �.o CITY WgRK 2017. City Attorney's Office Resolution No. 17-16 Page 2 It was moved by Mims and seconded by Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: U, ABSTAIN: Dickens Botchway Cole Dickens Mims Taylor Thomas Throgmorton the Drafted by: Susan Dulek, Ass't. City Attorney, 410 E. Washington St., Iowa City, IA 52240;319/356-5030 2017 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 BEER AND WINE DURING NORTHSIDE OKTOBERFEST AND FARM TO STREET DINNER 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 beer and wine during the Farm to Street dinner and the Northside Oktoberfest; and WHEREAS, the parties wish to enter into an agreement to allow District to sell beer and wine and to allow persons to possess and consume beer and wine under limited circumstances on downtown City streets. THE PARTIES THEREFORE AGREE AS FOLLOWS: 1. Authorized Site. a) Farm to Street. In consideration for District's promises herein, the City agrees to allow District control over an area in the 100 block of North Linn on August 17, 2017 from 5:00 pm to 9:00 pm as shown on the diagram which is attached, marked Exhibit A, and incorporated herein ("Farm to Street authorized site"). District must allow members of the public not participating in the event to walk through the Authorized Site on the sidewalk. b) Oktoberfest. In consideration for District's promises herein, the City agrees to allow District control over the area in the 200 - 300 block of Market Street, the City parking lot in the 300 block, and 100-200 block of N. Linn St. on September 30, 2017 from 10:00 am to 7:00 pm as shown on the diagram which is attached, marked Exhibit B, and incorporated herein ("Oktoberfest authorized site"). District must allow members of the public not participating in the event to walk through the Authorized Site on the sidewalk. 2. Term. This agreement shall be in effect only on August 17, 2017 for Farm to Street and on September 30, 2017 for Oktoberfest. 3. Access. District shall take all reasonable steps to ensure that only persons over twenty-one (21) years of age have access to beer and wine. Said reasonable steps include, but are not limited to, ensuring that: a) all persons over twenty-one (21) years of age shall be provided a wrist band and an approved container upon purchase of beer or wine; and b) no one may possess an open container of beer or wine unless it is in an approved container and the person is wearing a wrist band. Approved container means a glass or cup that is approved by the City prior to the event. If the District observes anyone in possession of an open container of beer or wine (or any type of alcohol) that is not in an approved container or anyone in possession of an approved container with beer or wine who does not have a wrist band, the District shall immediately request that the person pour out the liquid. If the person refuses to do so, the District shall immediately contact the Iowa City Police Department. 4. License. This agreement is void if District does not have a license to sell beer and wine on the Farm to Street authorized site on August 17, 2017 and beer on the Oktoberfest authorized site on September 30, 2017. 5. Sale of Beer/Wine and Alcohol Restrictions. District shall only sell beer and wine to a person who is over twenty-one (21) years of age. District acknowledges that the authorized sites are subject to all applicable alcohol restrictions in the City Code. 6. 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. 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. 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. 9. No Smoking. Smoking is prohibited in the City parking lot, and District shall post two no -smoking signs in said lot. The signs shall comply with Iowa Code Section 142D.6 (2017). Additionally, the use of electronic cigarettes is prohibited in the parking lot. Electronic cigarette means vapor product as defined in Section 453A.1 of the Code of Iowa (2017). 10. Temporary Toilet Facilities and Hand Washing Stations. a) Oktoberfest. District shall provide at its sole cost sixty (60) temporary toilet facilities in the location shown on Exhibit A, including two (2) that are handicap accessible. District shall further provide at its sole cost thirty (30) hand washing stations adjacent to the facilities unless the facilities themselves are equipped with hand washing stations. b) Farm to Street. Toilet Facilities shall be available at High Ground Cafe. 11. Occupancy and Exits. The maximum occupancy load of the Oktoberfest authorized site is 8,000 persons, and District is solely responsible for maintaining the occupancy limits. District shall post a sign with the maximum occupancy load inside the authorized site. District shall maintain at least three (3) exits in the authorized site and post "exit' signs at all 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. District shall not drill any holes into the pavement or the 2 sidewalk and shall not anchor a tent tie down or pole to the pavement or the sidewalk. 13. Fencing. a) Oktoberfest. At a minimum, the Oktoberfest 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 to get passed from through the fencing. b) Farm to Street. The Farm to Street authorized site shall be enclosed on the north and south sides by a fencing product that is 4 feet tall, double barricaded with 4 feet in between, such that a container of alcohol cannot get passed through the fencing. 14. Insurance. a) Premises Insurance. On August 17, 2017 and September 30, 2017, 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 Shop Insurance. On August 17, 2017 and September 30, 2017, District shall carry "dram shop" insurance in compliance with Iowa Code section 123.92 (2017) 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 C, which is attached and incorporated herein. 16. 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. 17. 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. 18. Termination. The City may terminate this agreement upon written notice for violation of any provision of this agreement. 19. Assignment and Subletting. District 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. Dated, this 16th day of May, 2017. IOWA CITY AND IOVJA CITY DOVVN1 OWN SELF -SUPPORTED MUNICIPAL IMPROVEMENT DISTRICT �� _ ,/ By: Nancy Bird, Executive Di -rector THE CITY OF IOWA CITY coN ruin, City Manager Approved by: Cily Attorneys Office Farm to Street 2017 Map (updated January 2017) Tables to t 0 ppl,. R.."tr,t" AN Northside Oktoberfest 2017 Map (updated January 2017) ♦ T3bie TlbI^TSW% ♦T" fable NO ALCOHOL-IQDS AREA m M Table ♦ Table ..r 6H6?L£9-663 UP]N3d - &Pona Ponies. 1 AD... \ Ip Inn �• 111-n I tent,# ® ... 177.11 ml Nl tent ♦ #76-n ent �. 4 1' ;Tle N16 -n tent T� tl — Tent ♦ ♦ ` Plan tent p 10 472•neetltent Area WtWeAlcohol WIX ■ _. 467 -need tent r to 1911 14(MMU7 0403 ��MU39.0 DOE US E�2S BrewNost 124 General Admission -- N54 .... _ –_• tl 6•n!!d ten v 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. r 1 CITY OF IOWA CIT ^� COUNCIL ACTION REPO 4d,8, May 16, 2017 Resolution approving an agreement with the Downtown District to allow the sale, consumption, and possession of beer and wine during Farm to Street Dinner and Northside Oktoberfest on City streets Prepared By: Sue Dulek, Assistant City Attorney Reviewed By: Simon Andrew, Assistant to the City Manager Fiscal Impact: None Recommendations: Staff: Approval Commission: N/A Attachments: Resolution Agreement Executive Summary: Section 45-3 of the City Code allows for the sale and consumption of alcohol in a city park, on a right-of-way, or other public ground, excluding public buildings, pursuant to written agreement. Background / Analysis: The agreement, which is attached to the resolution, allows the "Downtown District" to sell beer and wine in a fenced off area in the 100 block of N. Linn St. during the Farm to Street dinner on Aug. 17 and in a fenced off area on the 200 and 300 block of Market St., the City parking lot on the north side of the 300 block of Market St., and a section of the 100 block of N. Linn St. during the Northside Oktoberfest on Sept. 30. The exact locations the sites are attached as exhibits to the proposed agreement. The agreement is substantially similar to the one executed last year with the exception of added provisions to address open containers as the result of the ordinance set for third consideration in Item 9. Prepared by: Susan Dulek, Asst. City Attorney, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5030 RESOLUTION NO. 17-168 CONSIDER A RESOLUTION APPROVING AN AGREEMENT WITH SUMMER OF THE ARTS, INC. TO ALLOW THE SALE, CONSUMPTION, AND POSSESSION OF BEER DURING ARTS FEST AND JAZZ FEST ON CITY STREETS. WHEREAS, section 4-5-3D of the City Code allows private entities to sell, consume, and possess alcohol 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 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 16th day of MAWOR ATTEST: CITY -CLERK 2017. City Attorney's Office Resolution No. Page 2 It was moved by Mims and seconded by Dickens the Resolution be adopted, and upon roll call there were: AYES NAYS: ABSENT: x ABSTAIN: Botchway Cole Dickens Mims Taylor Thomas Throgmorton 2017 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 4-5-3D 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 as shown on the diagram which is attached, marked Exhibit A, and incorporated herein ("Arts Fest authorized site") during the Term of this agreement. 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 as shown on the diagram which is attached, marked Exhibit B, and incorporated herein ("Jazz Fest authorized site") during the Term of this agreement. 2. Term. This agreement shall commence at 7:30 pm on June 1, 2017 and shall expire at 4:00 pm on June 4, 2017 for Arts Fest and shall commence again at 7:30 pm on June 29, 2017 and shall expire again at 10:00 pm on July 2, 2017 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 1, 2017 through June 4, 2017, on the Jazz Fest authorized site at any time during the period of June 29, 2017 through July 2, 2017. 5. Sale of Beer 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 (2017). Additionally, the use of electronic cigarettes is prohibited. Electronic cigarette means vapor product as defined in Section 453A.1 of the Code of Iowa (2017). 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. 4 15. Insurance. a) Premises Insurance. From June 1, 2017 through June 4, 2017 and from June 29, 2017 through July 2, 2017. 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 1, 2017 through June 4, 2017 and from June 29, 2017 through July 2, 2017 SOTA shall carry "dram shop" insurance in compliance with Iowa Code section 123.92 (2017) 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. 3 Dated, this 16th day of May, 2017. SUMMER OF THE ARTS, INC. By: Lisa J. Barn THE CITY OF IOWrF�� By: Ge ff Fruin, City Manager Approved by: City Attorney's Office 4 m � � L E� 6969-tE9-099 UtlON3dPki -tea MRSR w z U Lift. i 102E T 2017 IOWA ARTS FESTIVAL BEVERAGE GARDEN DIAGRAM 50ft. 4 ill8E e SIDEWALK P.696N P Veridion Credit Union water Boom LEGEND box is to is IOft. ❑ Recycling/ R Trash stations _ Wooden picnic tables If] Ticker sales ® Tamed area Bike barticad< `.!,L0©©©© } pp{ q¢prack XPedestal tables CM3© _ REMEMEMEMEMEMENFOOD n� 6ft. tall fencing 6 ft. long poly tables Order prey ---- Nighttime Side walls VENDORS water Boom LEGEND box is to is IOft. ❑ Recycling/ R Trash stations _ Wooden picnic tables If] Ticker sales ® Tamed area Bike barticad< } pp{ q¢prack XPedestal tables P Ponopotties _ Side wells M serving arse n� 6ft. tall fencing 6 ft. long poly tables Order prey ---- Nighttime Side walls C ► A t • gVMMgz 6B6?115-666 t1NJN3d ARTS 2017 IOWA JAZZ FESTIVAL BEVERAGE GARDEN DIAGRAM IOWA CITY IFESTIVAL �Iiy: A Cw��....,.�ly Flo.. N:ry C..dt lA:a. - Each box Wooden picnic tables ISM. ■ Trend... XXXXX 5 Bike mak barricade portopotties J{ Pedstal etables 11 CXZU3KXIO■lr1mo Order Area us...r 611. tall fencing 6 R. long poly tables iii 1© ■■■ R Recycling/ ® 6 R. long counter top Trash stations MME. I STAGE ' ■■■■■ee■-e _0:000■.r■■■■■■ llllRliiil�iii 0000■■■ � 0000.. 0000■■■ ■ 000000 .� ■■■■■■�000■■■■■■■■■ - Each box Wooden picnic tables ISM. ■ Trend... Sidewalk MS mg aRa _____ Nighttime Side As LEGEND 8 ft. wooden table Wooden picnic tables El Ticket sales XXXXX 5 Bike mak barricade portopotties J{ Pedstal etables Order Area us...r 611. tall fencing 6 R. long poly tables 36 chairs R Recycling/ ® 6 R. long counter top Trash stations 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. CITY OF IOWA CIT COUNCIL ACTION REPO 4d(9) May 16, 2017 Resolution approving an agreement with Summer of the Arts, Inc. to allow the sale, consumption, and possession of beer during Arts Fest and Jazz Fest on City streets Prepared By: Sue Dulek, Assistant City Attorney Reviewed By: Simon Andrew, Assistant to the City Manager Fiscal Impact: None Recommendations: Staff. Approval Commission: N/A Attachments: Resolution Agreement Executive Summary: Section 45-3 of the City Code allows for the sale and consumption of alcohol in a city park, on a right-of-way, or other public ground, excluding public buildings, pursuant to written agreement. Background / Analysis: The City Code allows for the sale and consumption of alcohol in a city park, on a right-of-way, or other public ground, excluding public buildings, pursuant to written agreement. The agreement, which is attached to the resolution, allows Summer of the Arts, Inc. (SOTA) to sell beer in a fenced off area on Iowa Ave. during Arts Fest and on N. Clinton St. during Jazz Fest. The exact locations and dimensions of the sites are attached as exhibits to the agreement. The agreement is substantially similar to the one executed last year except that SOTA is requesting to host a private party for donors the evening before the festivals as the events are being set up. LH(10 Prepared by: Susan Dulek, Asst. City Attorney, 410 E. Washington Street, Iowa City, IA 52240 (319) 356-5030 RESOLUTION NO. 17-169 RESOLUTION AUTHORIZING THE MAYOR TO SIGN AND THE CITY CLERK TO ATTEST A CONSENT TO ASSIGNMENT OF PARKING AGREEMENTS BETWEEN THE CITY AND RBD IOWA CITY, LLC. WHEREAS, RBD Iowa City LLC, the owner of the Sheraton Hotel and Hotel Vetro, has a purchase agreement to sell the hotels; WHEREAS, the City has two agreements with the owner for hotel guest parking in City ramps; WHEREAS, the owner is requesting that the City consent to the assignment of the agreements to the buyer, AJ CP LLC, an Illinois limited liability company; and WHEREAS, under the agreements, the City's consent may only be withheld for the same reason it could deny a liquor license, and staff has not identified any basis to withhold the City's consent. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT The Mayor is authorized to sign and the City Clerk to attest the attached °City of Iowa City, Iowa Consent to Assignment of Parking Agreements." Passed and approved this 16th day of ATTEST: CI LERK Approved by S I( City Attorney's Office 2017.May Resolution No. Page 2 17-169 It was moved by Mims and seconded by Resolution be adopted, and upon roll call there were: Dickens the AYES: NAYS: ABSENT: ABSTAIN: x Botchway x Cole x Dickens x Mims x Taylor x Thomas x Throgmorton CITY OF IOWA CITY, IOWA CONSENT TO ASSIGNMENT OF PARKING AGREEMENTS By execution hereof, the City of Iowa City, Iowa (the "City") hereby consents to the Assignment and Assumption of: (a) that certain Amendment to City of Iowa -City -Holiday Inn, Iowa City Parking Agreement, entered into on August 1, 1991 by the City and on October 17, 1991 by the Resolution Trust Corporation as receiver for Midwest Savings Association, F.A. ("RTC"), as RTC's rights thereunder have heretofore been assigned by various assignments to RBD Iowa City LLC, a Delaware limited liability company ("Assignor"), which amended that certain City of Iowa City -Harry A. Johnson, Jr. Parking Agreement dated December 23, 1983 between the City and Harry A. Johnson, Jr. doing business as Mid -City Hotel Associates — Iowa City, with respect to parking rights in favor of Assignor in and to parking ramps owned by the City known as the Dubuque Street Parking Ramp and the Capitol Street Parking Ramp; and (b) that certain Off -Site Parking Agreement entered into on June 30, 2003 by the City and Plaza Towers, L.L.C. ("Plaza Towers"), as Plaza Tower's rights thereunder have heretofore been assigned by various assignments to Assignor, with respect to parking rights in favor of Assignor in and to any parking ramps owned by the City, including the Capital Street Parking Ramp, the Dubuque Street Parking Ramp and/or the Tower Place and Parking Ramp (collectively, the "Parking Agreements"), by and between Assignor and AJ CP LLC, an Illinois limited liability company (and its permitted assigns) (the "Assignment"). Aoy'P . Atte 10908636 0 Dated as of May 16 12017 CITY OF IOWA CITY, IOWA, By: /-. ;� 4�- Name: James A. ThroQmorton Its: Mayor r 1 CITY OF IOWA CI NORM COUNCIL ACTION REPOT 4a`'°' May 2, 2017 Resolution authorizing the Mayor to sign and the City Clerk to attest a consent to assignment of parking agreements between the City and RBD Iowa City, LLC Prepared By: Sue Dulek, Assistant City Attorney Reviewed By: Geoff Fruin, City Manager Fiscal Impact: None Recommendations: Staff: Approval Commission: N/A Attachments: None Executive Summary: RBD Iowa City LLC, the owner of the Sheraton Hotel and Hotel Vetro, has a purchase agreement to sell the hotel. The City has two agreements with the owner for hotel guest parking in City ramps. The owner is requesting that the City consent to the assignment of the agreements to the buyer, AJ CP LLC, an Illinois limited liability company. Under the agreements, the City's consent may only be withheld for the same reason it could deny a liquor license. Staff has not identified any reason to withhold the City's consent. Background / Analysis: None. qd0i) Prepared by: Melissa Clow, Public Works, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5413 RESOLUTION NO. 17-170 RESOLUTION ACCEPTING THE WORK FOR THE ROCHESTER AVENUE BRIDGE OVER RALSTON CREEK PROJECT [BRM -3715(650)--8N-52] WHEREAS, the Engineering Division has recommended that the work for construction of the Rochester Avenue Bridge Over Ralston Creek Project [BRM -3715(650)--8N-52], as included in a contract between the City of Iowa City and Iowa Bridge and Culvert, L.C. of Washington, Iowa, dated December, 13, 2012, be accepted; and WHEREAS, the Engineer's Report has been filed in the City Clerk's office; and WHEREAS, funds for this project are available in the Rochester Avenue Bridge account # S3919; and WHEREAS, the final contract price is $984,381.13. 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 16th day of May 20 17 Z45�___ MA OR Approved by \\ C ATTEST: V Q D TY CITY C EL RK 1 S - /(- / 3 City Attorney's Office It was moved by Mims and seconded by Dickens the Resolution be adopted, and upon roll call there were: AYES: Pweng/masters/acptwork.doc 5117 NAYS: ABSENT: x Botchway Cole Dickens Mims Taylor Thomas Throgmorton CITY OF IOWA CIT 4a(I17 COUNCIL ACTION REPO May 16, 2017 Resolution accepting the work for the Rochester Avenue Bridge Over Ralston Creek [BRM -3715(650)--8N-52], and declaring public improvements open for public access and use. Prepared By: Melissa Clow — Special Projects Administrator Reviewed By: Jason Havel - City Engineer, Ron Knoche - Public Works Director Geoff Fruin - City Manager Fiscal Impact: None Recommendations: Staff: Approval Commission: N/A Attachments: Resolution, Engineer's Report Executive Summary: The project has been completed by Iowa Bridge and substantial accordance with the plans and specifications. the City Clerk. Project Estimated Cost: $1,137,983.70 Project Bid Received: $ 927,997.11 Project Actual Cost: $ 984,381.13 Culvert, L.C. of Washington, Iowa in The Engineer's Report is on file with ENGINEER'S REPORT May 10, 2017 City Clerk Iowa City, Iowa Re: Rochester Avenue Bridge Over Ralston Creek [BRM -3715(650)--8N-52] 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 construction of the Rochester Avenue Bridge Over Ralston Creek Project has been completed by Iowa Bridge and Culvert, L.C. of Washington, Iowa in substantial accordance with the plans and specifications prepared by Shoemaker and Haaland Professional Engineers. The project was bid through the Iowa Department of Transportation as a unit price contract and the final contract price is $984,381.13. There was a total of nine (9) change or extra work orders for the project as described below: 1. Granular Backfill 2. Granular Backfill and Erosion Stone 3. Removal of Sanitary Sewer less than 36", 8" Sanitary Sewer —Trenched DIP, 16" Storm Sewer—Trenched DIP 4. Sanitary Sewer Repair, Water Main Break Repair 5. Modified Subbase, 9" PCC Pavement, Traffic Control, 16" Storm Sewer — Trenched DIP, 8" Butterfly Valve, 8" DIP Water Main — Trenchless, 16" DIP Water Main — Trenchless 6. Water Main Hanger Modification on Bridge, 6" Subdrain Riser, Intake Adjustment 7. Granular Backfill, Modified Subbase, 9" PCC Pavment, Special Compaction of Subgrade, PCC Pavement Samples 8. Epoxy Coated Reinforcing Steel, Structural Steel, Sidewalk Removal, 4" PCC Sidewalk, 6" PCC Driveway, Liquidated Damages 9. Modified Subbase, 9" PCC Pavement, 4" PCC Sidewalk, 6" PCC Driveway, 6" Subdrain Riser, Price Adjustment for Profilometer / Smoothness Testing of 9" PCC Pavement and Structural Concrete TOTAL $15,168.76 $7,696.58 $6,325.55 $2,467.90 $61,775.07 $1,924.45 $(2,787.18) $(6,851.21) $(1,368.93) $84,350.99 I recommend that the above -referenced improvements be accepted by the City of Iowa City. Sinc�� Jason Havel, P.E. City Engineer Prepared by: Sylvia Bochner, Planning Intern, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5240 (SUB17-00004) RESOLUTION NO. 17-171 RESOLUTION APPROVING THE EXTRATERRITORIAL PRELIMINARY AND FINAL PLAT OF LITTLE ASH SUBDIVISION, JOHNSON COUNTY, IOWA. WHEREAS, the owners, Brian and Laura Wolf, filed with the City Clerk the preliminary and final plat of Little Ash Subdivision, Johnson County, Iowa; and WHEREAS, said subdivision is located on the following -described real estate in Johnson County, Iowa, to wit: A PORTION OF THE EAST ONE-HALF OF THE FRACTIONAL SOUTHWEST ONE- QUARTER OF SECTION 30, TOWNSHIP 79 NORTH, RANGE 6 WEST OF THE 5TH PRINCIPAL MERIDIAN, JOHNSON COUNTY, IOWA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTH ONE-QUARTER CORNER OF SECTION 30, TOWNSHIP 79 NORTH, RANGE 6 WEST OF THE 5TH PRINCIPAL MERIDIAN, JOHNSON COUNTY, IOWA; THENCE N00023'07"E, ALONG THE EAST LINE OF LOTS 5 AND 4, BLACK HILLS TO JOHNSON COUNTY, IOWA, ACCORDING TO THE PLAT RECORDED IN PLAT BOOK 31, PAGE 245 IN THE RECORDS OF THE JOHNSON COUNTY RECORDER'S OFFICE, 995.57 FEET TO THE NORTHEAST CORNER OF SAID LOT 4 AND THE POINT OF BEGINNING; THENCE N66059'22"W, ALONG THE NORTHERLY LINE OF SAID BLACK HILLS TO JOHNSON COUNTY, IOWA, 1097.06 FEET; THENCE N88°30'44"W, ALONG SAID NORTHERLY LINE OF BLACK HILLS TO JOHNSON COUNTY, IOWA, 318.54 FEET TO THE NORTHWEST CORNER OF SAID BLACK HILLS TO JOHNSON COUNTY, IOWA; THENCE N00006'26"E, 521.63 FEET TO THE SOUTHWEST CORNER OF KERN SECOND SUBDIVISION, A RESUBDIVISION OF LOT 1, KERN SUBDIVISION, TO JOHNSON COUNTY, IOWA, AS RECORDED IN PLAT BOOK 41, PAGE 284 IN SAID RECORDER'S OFFICE; THENCE N90°00'00"E, ALONG THE SOUTHERLY LINE OF SAID KERN SECOND SUBDIVISION, 520.24 FEET; THENCE N00°06'22"E, ALONG SAID SOUTHERLY LINE, 70.23 FEET; THENCE S89°58'46"E, ALONG SAID SOUTHERLY LINE, 187.22 FEET; THENCE S60°57'33"E, ALONG SAID SOUTHERLY LINE, 181.95 FEET; THENCE S89059'40"E, ALONG SAID SOUTHERLY LINE, 410.11 FEET, THENCE N00004'12"E, ALONG SAID SOUTHERLY LINE, 88.43 FEET, THENCE S89056'03"E, ALONG SAID SOUTHERLY LINE, 57.50 FEET TO THE SOUTHEAST CORNER OF SAID KERN SECOND SUBDIVISION; THENCE S00023'54"W, 1028.93 FEET TO THE POINT OF BEGINNING, CONTAINING 21.48 ACRES AND IS SUBJECT TO EASEMENTS AND RESTRICTIONS OF RECORD. Resolution No. 17-171 Page 2 WHEREAS, this property is within the City's extraterritorial review area, and WHEREAS, the Department of Neighborhood and Development Services and the Public Works Department examined the proposed preliminary and final plat and subdivision, and recommended approval; and WHEREAS, a conditional dedication has been made to the public, and the subdivision has beer 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 (2017) 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 preliminary and final plat for the above-described real estate be and the same are hereby approved. 2. 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 certify and send plat and supporting documents to the office of Planning and Zoning of Johnson County, Iowa. All recording expense is the responsibility of the owner/subdivider. Passed and approved this 16th day of May , 20 17 AYES:" NAYS: MA OR Approved by City Attorney's Office ABSENT: X Botchway Cole Dickens Mims Taylor Thomas Throgmorton STAFF REPORT To: Planning & Zoning Commission Prepared by: Sylvia Bochner, Planning Intern Item: SUB17-00004 Date: May 4, 2017 Little Ash Subdivision GENERAL INFORMATION: Applicant: Brian and Laura Wolf 66 Crabapple Court Iowa City, IA 52246 319-331-9708 Contact Person: Glen Meisner 1917 S. Gilbert St. Iowa City, IA 52240 319-351-8282 Property Owner: Jeffrey A. & Elizabeth F. Kern 3535 Belcaro Lane Denver, CO 80209 Requested Action: Preliminary and Final Plat Approval Purpose: 1 -lot residential subdivision Location: Maier Avenue SW Size: 21.48 acres Existing Land Use and Zoning: Rural Residential (R-1) Surrounding Land Use and Zoning: North: County Residential (R) South: County Residential (R) East: County Residential (R) West: County Agricultural (A) Comprehensive Plan: Johnson County Fringe Area Agreement File Date: April 10, 2017 45 Day Limitation Period: May 25, 2017 BACKGROUND INFORMATION: The applicants, Brian and Laura Wolf, have submitted a preliminary and final plat for Little Ash Subdivision, a 1 -lot, 21.48 -acre residential subdivision located on Maier Avenue SW in Johnson County, Iowa. Because the property is within Iowa City's two-mile Fringe Area, the Fringe Area Agreement specifies that City approval will be required when the property is subdivided. The subject property is in Fringe Area C but outside Iowa City's growth area ANALYSIS: Comprehensive Plan: The Fringe Area Agreement, an element of the Comprehensive Plan, is intended to provide guidance regarding the development of land located within two miles of Iowa City's corporate limits. The agreement's stated purpose is to provide for orderly and efficient development patterns appropriate to a non -urbanized area, protect and preserve the fringe area's natural resources and environmentally sensitive features, direct development to areas with physical characteristics which can accommodate development, and effectively and economically provide services for future growth and development. This property is located beyond Iowa City's growth area and therefore is not likely to be annexed into the city. Subdivisions outside of the growth area are required to adhere to the City Rural Design Standards contained in the Fringe Area Agreement. These standards generally conform to the County zoning and subdivision standards rather than typical City requirements for infrastructure and lot design. These standards allow for less complete infrastructure and have less detailed design requirements compared to the City's Subdivision Standards. City Rural Design Standards: Streets: Access to the subdivision will be via Maier Avenue. There are no roads proposed within this one -lot subdivision. Water and Sewer Treatment. The subdivision will be served by a private water well and septic system. The County Health Department will need to approve the water and septic systems for this subdivision. Stormwater Management: This property is located within the watershed of Old Man's Creek, which does not drain into Iowa City's watershed. The Fringe Area Agreement exempts properties within the Old Man's Creek watershed from compliance with the City's stormwater management standards. The subdivision will need to comply with County storrnwater management standards. Zoning: The property is zoned County Rural Residential, which allows single family dwellings on lots that are at least 1 -acre. The proposed 21.48 acre subdivision exceeds County zoning standards. STAFF RECOMMENDATION: Staff recommends that SUB17-00004, an application for a preliminary and final plat of Little Ash Subdivision, a 1 -lot, 21.48 -acre residential subdivision located on the east side of Maier Avenue be approved. ATTACHMENTS: 1. Location Map 2. Preliminary and Final Plat Approved by: ✓ ` John Yapp, Development*Services Cbordinat6r, Department of Neighborhood and Development Services PCMStaR Rep sVde ash Welim stall report. dog r 4 y.� In application submited by Brian and Laura Wolf 'or the preliminary plat for Little Ash Subdivison, a 1 -lot, 21.48 -acre residential subdivision east of Maier Avenue SW. ' y , Y CITY OF IOWA CITY Legend ICboundary2012 IC_GrowthBoundar Little Ash Sub. PRELRR.BNARY AND FINAL PLAT I��rv�.�u`°.nw emce :,wmwof.mraum,K R.ITTLE ASH SUBDIVISION JOHNSON COUNIY, IOWA ami,vrncry foNp@+lA� R'011u mvµam m.¢nro v�mm,(�^�wmnwan a �yYGOM a e',m'"�im®c�'wm.a.m. m„n uoima mvr. ra.ma ro 'g m��MEgAN16..]RnmTR GUT V)T wwne ��I �., vwrat2 e ` arr 1 1o16z' g wer Mmw.x masn'. es.. \ roA em. 9 �I§ � _ _ J /R�fi�vYxtY+11n.IIM�una,a _. nw ev.ma.w Rm rmv mrmea mrv$ LOT 4 la Lars ii ruew Is>N.Ar mn / wr 7 •\ •\�- __` a a —m"'a'�.mm SG .4� Arsi wm .aer •\ ,L m%w£.Yi0..sm wr 5 PIgTPREPAREDBY' MS CONSUL PNTSINC. 1811S.GIWERTST IOWA Lm, IOWA 52240 OWNERS UBOMDERS SRIANANDUWRAWO 65 CRPBAPPIEC u MA .ICNA MM OWNERS ATTORNEY R0i5TEN FRAY REM.00YLRVISE fTiEY88RI5COE, RO.B C IOWA.I IOWARY, IMA5n"-2= cxwiwrwNs alar m IltEw SUMUARY min v. mn :�.-IAu.ruww. M Iti 1 mgr, ,wei wvTt nm M Ia,l o.o, wn mmmr ns Ilr^^+wo uw. II LIRLEAEH SUBOMBION LOCA im M 0 IL CNR FNGOIEEAS LANDSURVEM LANDSCAPE ARDMCTS ENVWOM91TAL SPECIALISTS 1st s nlRRrsr. RM'AG '\SII10 SIRp$ vAW.IM1IOO_MdnLVME PREMNMYANDFRPIA1 LH1LE ASH SUBDMSION EMi3 HU- SW 1/4 OF SEC. 30-T79N-R6W OF THE 6TH P.M. JOHNSON COUNTY, IOWA MMS CONSULTANTS, INC I��rv�.�u`°.nw emce :,wmwof.mraum,K I " ra emw,vmw®o avm. w. u Aman w rur ww a. ruz su M0.5 a �yYGOM a e',m'"�im®c�'wm.a.m. m„n uoima mvr. ra.ma ro 'g m��MEgAN16..]RnmTR a IIHIWACIrY 1o16z' wSipyTW molit v.¢m�Oiw w, , ,R, I 6Mraw mwn.w.rs aawm r�i rur Mums mmlmmr groom:mc 3; NI �I LOT I i AREA - 21.48 ACRES iY 21.08 AIRES W/O ROW = A rg E BEOITOF 1� N,oz = / L I V,a mM A ' G. DOT 3 -----'-'—''--C LOT 4 la Lars ii ruew Is>N.Ar mn / wr 7 •\ •\�- __` a a —m"'a'�.mm SG .4� Arsi wm .aer •\ ,L m%w£.Yi0..sm wr 5 PIgTPREPAREDBY' MS CONSUL PNTSINC. 1811S.GIWERTST IOWA Lm, IOWA 52240 OWNERS UBOMDERS SRIANANDUWRAWO 65 CRPBAPPIEC u MA .ICNA MM OWNERS ATTORNEY R0i5TEN FRAY REM.00YLRVISE fTiEY88RI5COE, RO.B C IOWA.I IOWARY, IMA5n"-2= cxwiwrwNs alar m IltEw SUMUARY min v. mn :�.-IAu.ruww. M Iti 1 mgr, ,wei wvTt nm M Ia,l o.o, wn mmmr ns Ilr^^+wo uw. II LIRLEAEH SUBOMBION LOCA im M 0 IL CNR FNGOIEEAS LANDSURVEM LANDSCAPE ARDMCTS ENVWOM91TAL SPECIALISTS 1st s nlRRrsr. RM'AG '\SII10 SIRp$ vAW.IM1IOO_MdnLVME PREMNMYANDFRPIA1 LH1LE ASH SUBDMSION EMi3 HU- SW 1/4 OF SEC. 30-T79N-R6W OF THE 6TH P.M. JOHNSON COUNTY, IOWA MMS CONSULTANTS, INC 414/201; �� M0.5 a �yYGOM � a IIHIWACIrY 1o16z' w, , Planning and Zoning Commission May 4, 2017 — Formal Meeting Page 2 of 5 Miklo noted that the Commission should all be familiar with this property, it is located on the west side of Miller Avenue on the south side of Benton Street. The surrounding properties for the most part are zoned RS -8, and to the north is Benton Hill Park which is zoned Public and to the south is zoned Community Commercial. Miklo explained that the planned development overlay that was approved included a private drive/street to serve 33 cohousing units. The proposal is to amend that plan to add one additional unit to the Common House (near the center of the development) and add two units to what was originally a duplex by adding a second floor. Miklo showed drawings of the previous proposal and then drawings of the new proposal. The new proposal also includes some minor design changes to other aspects of the plan, for example the townhouses will no longer be two stories, and they will be single floor units (but basically the same footprint). The garages would be slightly larger (extended by two feet) and there would be additional parking to accommodate the three additional units. In terms of density Miklo noted that this does fall in the RS -8 density, it is just under five units per acre, which is typical for RS -8 development. Staff is recommending approval of the amendment to the plan to allow the three additional units and design changes. Freerks asked if there was room for street trees along Miller Avenue. Miklo stated that yes there will be street trees along Miller Avenue. Freerks opened the public hearing. Del Holland , 1701 East Court Street, came forward representing the applicant to answer any questions. Freerks closed the public hearing. Hensch moved to approve REZ17-00007 an application submitted by Iowa City Cohousing LLC for a rezoning of approximately 7.8 -acres to amend the preliminary OPD Plan to add three additional units to Prairie Hill, a 36 -unit cohousing development located west of Miller Avenue, south of Benton Street. Parsons seconded the motion. Hektoen noted that this property is currently subject to a Conditional Zoning Agreement and those same conditions will remain in place. Miklo confirmed those would continue and not change. Freerks noted this is an exciting project that she is eager to see and the changes make sense. A vote was taken and the motion carried 6-0. DEVELOPMENT ITEM SUB17-00004: Discussion of an application submitted by Brian and Laura Wolf for a preliminary and final plat of Little Ash Subdivision, a 21.48 -acre, 1 -lot residential subdivision located on Maier Avenue SW in Fringe Area C. Planning and Zoning Commission May 4, 2017 — Formal Meeting Page 3 of 5 Miklo noted this property is located within the two-mile Fringe Area of Iowa City, but is well outside of the growth area and is not likely to be annexed into the city. The agreement with the County is the City is required to review and approve subdivisions within the two-mile Fringe Area. The subdivision is creating one buildable lot off from a larger parcel of property. Subdivisions outside of the growth area are required to adhere to the City Rural Design Standards contained in the Fringe Area Agreement. These standards generally conform to the County zoning and subdivision standards rather than typical City requirements for infrastructure and lot design. Staff recommends that SUB17-00004, an application for a preliminary and final plat of Little Ash Subdivision, a 1 -lot, 21.48 -acre residential subdivision located on the east side of Maier Avenue be approved. Freerks opened the public discussion. Seeing no one Freerks closed the public discussion. Parsons moved to approve SUB17-00004, an application for a preliminary and final plat of Little Ash Subdivision, a 1 -lot, 21.48 -acre residential subdivision located on the east side of Maier Avenue. Theobald seconded the motion. A vote was taken and the motion passed 7-0. CONDITIONAL USE ITEM CU17-00001: Discussion of an application submitted by Paula Boback to Johnson County for a conditional use permit to allow for a private school on property located at 3520 Osage Street. This property is located southwest of Iowa City in Fringe Area C of the Fringe Area Policy Agreement. Miklo noted this is the neighboring property from the one just discussed and again is well outside the City's growth area, although in the Fringe Area. The County's Zoning Ordinance allows schools in residential areas by a Conditional Use Permit. The County ordinance also requires that the City review the Conditional Use Permit within the Fringe Area. Miklo reiterated that this is not an area that is likely to be annexed into the city. He added if this area were annexed, the City also allows schools in residential neighborhoods by a special exception (similar to the County's Conditional Use process). Given the proposed use is not within the Growth Area and that the school use would not be incompatible with residential future growth, staff recommends that the City forward a letter to the Johnson County Board of Adjustment indicating that the City has no objection to the conditional use permit. Freerks opened the public hearing. Seeing no one Freerks closed public hearing. Signs moved that the City forward a letter to the Johnson County Board of Adjustment indicating that the City has no objection to the conditional use permit. 4d(14) REMOVED FROM AGENDA Prepared by: ora Hektoen, Asst. City Attorney, 410 E. Washington St., Iowa City, IA 52240, RESOLUTION NO. RESOLUT19N AUTHORIZING THE MAYORTO SIGN ND THE CITY CLERK TO ATTEST C THIN EASEMENT AGREEMENTS AND CEPTING THE DEDICATION OF RIGHT -O WAY TO FACILITATE THE DE VE PMENT OF HOOVER (EAST) ELEMENTARY HOOL IN IOWA CITY, IOWA. WHEREAS, pursuant to th Code of Ordinances oft City of Iowa City, Iowa, the Iowa City Community School District [h einafter collectively re rred to as "Owner'] submitted a site plan for development of the Hoove (East) Elementary/School to be located at the intersection of American Legion Road SE and B rrington Road, IpWa City, Iowa; and WHEREAS, under said plan, additi and certain easement rights must installed public infrastructure; and WHEREAS, City staff has approved including storm sewer, drainage and g easement agreements; ;ture is to be installed to service the development, to ensure the continued operation of the newly of the newly installed public infrastructure, g this development, as well as the associated WHEREAS, this development w' also necessit to improving the American Legion Road SE to city standards and extending B rington Road sou erly; and WHEREAS, Owner a/lad en P. Lacina and Julie .Lacina, the owners of adjacent property, have agreed to dedicthe City for the purpos of expanding said rights-of-way; and WHEREAS, the exesaid easement agreeme s and acceptance of this right-of-way dedication is in the rest and advances the p lic health, safety and welfare of the citizens of Iowa Citv. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The Ci does hereby accept the dedication of a storm wer and drainage easement; und !Pground utility easements; and rights-of-way for A rican Legion Road SE andBarrington Road as described above. 2. The Mayor is hereby authorized to sign and the City Cle to attest any necessary easement agreements to effectuate this dedication. 4. The City Clerk is hereby authorized and directed to certify a co\an this Resolution and to record the same, along with the right-of-way dedication deedsthe above -referenced easement agreements in the Johnson County Recorder's Office at the expense of the Iowa City Community School District. Passed and approved this day of 2017. ATTEST: Prepared by: Wendy Ford, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5248 RESOLUTION NO. 17-172 RESOLUTION DETERMINING THE NECESSITY OF AND SETTING DATES OF A CONSULTATION AND PUBLIC HEARING ON A PROPOSED RIVERSIDE DRIVE URBAN RENEWAL PLAN, AMENDMENT NO.3 IN THE CITY OF IOWA CITY, IOWA WHEREAS, The City has previously determined the Riverside Drive Urban Renewal Area, as amended, to have areas blight and designated it as appropriate for various urban renewal projects; and WHEREAS, the City Council desires to amend the Urban Renewal Area and Plan to add certain land and projects thereto; and WHEREAS, proposed Urban Renewal Projects under this amendment include the following: streetscape improvements on Riverside Drive, west riverbank stabilization and trail project, Iowa River Trail from Benton to Sturgis Park, and the intersection signalization of Myrtle and Riverside Drive; and WHEREAS, the land being added thereto is informally known as the "Orchard District" in the Iowa City zoning code and Downtown and Riverfront Crossings Master Plan, a district plan of the comprehensive plan; and WHEREAS, Iowa Code Chapter 403 requires the City Council to notify all affected taxing entities of the consideration being given to the Riverside Drive Urban Renewal Plan Amendment No. 3 and to hold a consultation with such taxing entities with respect thereto; and WHEREAS, Iowa Code Chapter 403 further requires the City Council to hold a public hearing on the proposed Riverside Drive Urban Renewal Plan Amendment No. 3 subsequent to notice thereof by publication and mail. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: Section 1. That one or more blight areas, as defined in Chapter 403, Code of Iowa, exist within the City, and rehabilitation, conservation, redevelopment, development, or combination thereof, of the area is necessary in the interest of the public health, safety, or welfare of the residents of the City; and Section 2. That the consultation on the proposed Amendment No. 3 to the Riverside Drive Urban Renewal Plan required by Section 403.5(2) of the Code of Iowa, as amended, shall be held at 11:30 A.M. on Thursday, June 1, 2017 in the City Manager's Conference Room, City Hall, Iowa City, Iowa. Wendy Ford, Economic Development Coordinator, is hereby appointed to serve as the designated representative of the City for purposes of conducting said consultation, receiving any recommendations that may be made with response thereto and responding to the same in accordance with Section 403.5(2). Section 3. That the City Clerk is authorized and directed to cause a notice of said consultation to be sent by regular mail to all affected taxing entities, as defined in Section 403.17(1), along with a copy of the proposed Riverside Drive Urban Renewal Plan, Amendment No. 3. Said notice shall be in substantially the following form: NOTICE OF A CONSULTATION TO BE HELD BETWEEN THE CITY OF IOWA CITY, IOWA AND ALL AFFECTED TAXING Resolution No. 17-172 Page 2 ENTITIES CONCERNING THE PROPOSED RIVERSIDE DRIVE URBAN RENEWAL PLAN, AMENDMENT NO. 3 FOR THE CITY OF IOWA CITY, IOWA The City of Iowa City, Iowa will hold a consultation with all affected taxing entities, as defined in Section 403.17(1) of the Code of Iowa, as amended, commencing at 11:30 A.M. on Thursday, June 1, 2017 in the City Manager's Conference Room, City Hall, Iowa City, Iowa concerning a proposed Riverside Drive Urban Renewal Plan, Amendment No. 3, a copy of which is attached hereto. Each affected taxing entity may appoint a representative to attend the consultation. The consultation may include a discussion of the estimated growth in valuation of taxable property included in the proposed Urban Renewal Area, the fiscal impact of the division of revenue on the affected taxing entities, the estimated impact on the provision of services by each of the affected taxing entities in the proposed Urban Renewal Area, and the duration of any bond issuance included in said Plan. The designated representative of any affected taxing entity may make written recommendations for modification to the proposed division of revenue no later than seven days following the date of the consultation. Wendy Ford, Economic Development Coordinator, as the designated representative of the City of Iowa City, shall submit a written response to the affected taxing entity, no later than seven days prior to the public hearing on the proposed Riverside Drive Urban Renewal Plan, Amendment No. 3, addressing any recommendations made by that entity for modification to the proposed division of revenue. This notice is given by order of the City Council of the City of Iowa City, Iowa, as provided by Section 403.5 of the Code of Iowa, as amended. Dated this day of (END OF NOTICE) City Clerk, Iowa City, Iowa Section 4. That a public hearing on the proposed Riverside Drive Urban Renewal Plan, Amendment No. 3 shall be held before the City Council on June 20, 2017 at 7:00 p.m. in the Emma J. Harvat Hall, City Hall, Iowa City, Iowa, or if said meeting is cancelled, at the next meeting of the City Council thereafter as posted by the City Clerk. Section 5. That the City Clerk is authorized and directed to give public notice of this public hearing in the "Press -Citizen," once on a date not less than four (4) nor more than twenty (20) days before the date of said public hearing, and to mail a copy of said notice by ordinary mail to each affected taxing entity, such notice in each case to be in substantially the following form: NOTICE OF PUBLIC HEARING TO CONSIDER APPROVAL OF A PROPOSED RIVERSIDE DRIVE URBAN RENEWAL PLAN, AMENDMENT NO. 3 IN THE CITY OF IOWA CITY, IOWA The City Council of the City of Iowa City, Iowa will hold a public hearing at its meeting on June 20, 2017 which commences at 7:00 P.M. in the Emma J. Harvat Hall, City Hall, Iowa City, Iowa, or if said meeting is cancelled, at the next meeting of the City Council thereafter as posted by the City Clerk to consider adoption of the Riverside Drive Urban Renewal Plan, Amendment No. 3 (the "Plan") which adds land thereto and adds the following projects to the Plan: streetscape improvements on Riverside Drive, west riverbank stabilization and trail project, Iowa River Trail from Benton to Sturgis Park, and the intersection signalization of Myrtle and Riverside Drive. A copy of the plan is on file for public inspection in the office of the City Clerk, City Hall, Iowa City, Iowa. The City of Iowa City, Iowa is the local agency which, if such Plan is approved, shall undertake the urban renewal activities described in such Plan. Resolution No. 17-172 Page 3 The general scope of the urban renewal activities under consideration in the Plan is to assist qualified industries and businesses in the Urban Renewal Area through various public purpose and special financing activities outlined in the Plan. To accomplish the objectives of the Plan, and to encourage the further development of the Urban Renewal Area, the plan provides that such special financing activities may include, but not be limited to, the making of loans or grants of public funds to private entities under Chapter 15A of the Code of Iowa. The City also may install, construct and reconstruct streets, parking facilities, open space areas and other substantial public improvement, and may acquire and make land available for development or redevelopment by private enterprise as authorized by law. The Plan provides that the City may issue bonds or use available funds for such purposes and that tax increment reimbursement of such costs will be sought if and to the extent incurred by the City. Any person or organization desired to be heard shall be afforded an opportunity to be heard at such hearing. This notice is given by order of the City Council of Iowa City, Iowa, as provided by Section 403.5 of the State Code of Iowa. Dated this _ day of s/Julie Voparil Deputy City Clerk, Iowa City, Iowa (END OF NOTICE) Section 6. That the proposed Riverside Drive Urban Renewal Plan, Amendment No. 3 is hereby officially declared to be the proposed Riverside Drive Urban Renewal Plan, Amendment No. 3, referred to in said notices for purposes of such consultation and hearing and that a copy of said amendment shall be placed on file in the office of the City Clerk. PASSED AND APPROVED this 16 day of May, .2017 Malfor ATTEST: Clerk City Attomey's Office ,v Resolution No. Page 4 It was moved by trims and seconded by Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: x ABSTAIN: Dickens the Botchway Cole Dickens Mims Taylor Thomas Throgmorton E Prepared by: John Yapp, Dev. Srvs, 410 E. Washington St, Iowa City, IA; 319-356-5252 (CPA17-00001) RESOLUTION NO. 17-173 A RESOLUTION AMENDING THE COMPREHENSIVE PLAN TO ADDRESS MITIGATING IMPACT OF REDEVELOPMENT ON EXISTING TENANTS OF MULTI- FAMILY BUILDINGS WHEREAS, the Comprehensive Plan encourages infill development and redevelopment opportunities in areas where services and infrastructure are already in place; and WHEREAS, the Comprehensive Plan encourages the improvement or redevelopment of substandard multi -family housing; and WHEREAS, including a goal in the Comprehensive Plan to address mitigating the impact of redevelopment on residents by fostering communication, encouraging notice requirements and encouraging the creation of transition plans is consistent with goals of transparency in the development process; and WHEREAS, referencing existing and future housing and affordable housing studies and reports in the Comprehensive Plan helps to tie the Comprehensive Plan to said studies; and WHEREAS, the Planning and Zoning Commission has reviewed this amendment and has recommended approval. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. Add a goal to the Housing section of the Comprehensive Plan (pages 27-28): Mitigate impact of large scale residential redevelopment Mitigate the impact of redevelopment on occupants of proposed projects involving the remodeling or reconstruction of existing multi -family residential dwellings by fostering communication between property owners and occupants through sufficient notice requirements, and encouraging the developer to create thoughtful transition plans that seek to accommodate the relocation needs of current occupants. 2. Add a goal to the Community Vision Statement of the Comprehensive Plan (page 7): Fostering communication among owners, redevelopers, and occupants to mitigate the impact of redeveloping existing residential properties. 3. Add a statement to the Background -Housing section (page 12): The City has several affordable housing related documents including the 2015 Update to the Affordable Housing Market Analysis and the CITY STEPS Consolidated Plan, which document affordable housing issues and trends. These and future documents provide the basis for affordable housing -related discussions, policies and legislation. Resolution No. 17-173 Page 2 Passed and approved this 16th day of May / 12017 MA R: L ATTEST: .. o \ lod� & Juli-Vbparil, DEPUTY CITY CLERK Approved by: City Attorney's Office C:\Users\SHektoenVAppData\Local\Microsoft\Windows\Temporary Internet Files\Contenl.Oullook\EIUIY9HP\Comp plan amendment RESOLUTION MITIGATING IMPACT OF REDEVELOPMENT.doc Resolution No. 17-173 Page 3 It was moved by Mims and seconded by Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: ABSTAIN: x Thomas the Botchway Cole Dickens Mims Taylor Thomas Throgmorton i1 Prepared by: Daniel Scott, Public Works, 410 E. Washington St., Iowa City, IA 5224 (319) 356-5144 RESOLUTION NO. 17-174 RESOLUTION APPROVING PLANS, SPECIFICATIONS, FORM OF AGREEMENT, AND ESTIMATE OF COST FOR THE CONSTRUCTION OF THE 2017 HEBL AVENUE IMPROVEMENTS PROJECT, ESTABLISHING AMOUNT OF BID SECURITY TO ACCOMPANY EACH BID, DIRECTING CITY CLERK TO POST 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, the City Engineer or designee intends to post notice of the project on the website owned and maintained by the City of Iowa City; and WHEREAS, funds for this project are available in the Hebl Avenue Improvements account # L3322. 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 post notice as required in Section 26.3, not less than 13 days and not more than 45 days before the date of the bid letting, which may be satisfied by timely posting notice on the Construction Update Network, operated by the Master Builders of Iowa, and the Iowa League of Cities website. 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 3:00 p.m. on the 7th day of June, 2017. 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 20th day of June, 2017, or at a special meeting called for that purpose. Passed and approved this 16th day of May 20 17 MOOR Resolution No. 17-174 Page 2 Approved by ATTEST: CIT ERK pwen9Ma rslrss appp8s.doc 5/17 /---- City Attorney's Office Resolution No. 17-174 Page 3 It was moved by Dickens and seconded by Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: ABSTAIN: x Mims Botchway Cole Dickens Mims Taylor Thomas Throgmorton the Repealled by Res 18-90 on April 2, 2018 Prepared by: Eric R. Goers, Asst. City Attorney, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5030 RESOLUTION NO. 17-175 RESOLUTION TO APPROVE A GROUND LEASE AGREEMENT WITH BREAD GARDEN OF IOWA CITY, L.C. FOR PED MALL SPACE ADJACENT TO THEIR DOWNTOWN LOCATION. WHEREAS, Bread Garden of Iowa City, L.C. wishes to lease approximately 668.5 square feet of pedestrian mall space adjacent to their Bread Garden Market for twenty years to enable them to construct a structure to serve patrons of the market year-round; and WHEREAS, staff has negotiated a lease agreement including an annual lease rate of $14.70 per square foot, for an initial annual lease of $9,826.95, which would be adjusted for inflation every five years; and WHEREAS, the lease agreement and site plan approval process will ensure that City interests in the pedestrian mall are protected; and WHEREAS, it is in the best interests of the City to approve the lease. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The attached Ground Lease with Bread Garden of Iowa City, L.C. is approved. 2. The Mayor and the City Clerk are authorized and directed to respectively execute and attest the Ground Lease attached hereto. Passed and approved this 16th day of L. MAYOR 2017. Approved by ATTEST: Cl LERK V City Attorney's Office Resolution No. Page 2 17-175 It was moved by trims and seconded by Resolution be adopted, and upon roll call there were: AYES NAYS: ABSENT: ABSTAIN: Dickens Botchway Cole Dickens Mims Taylor Thomas Throgmorton the This Ground Lease (the "Lease") is made as of the day of _ 2017, by and between the City of Iowa City ("City" or "Landlord") and Bread Garden of Iowa City, L.C. ("Bread Garden" or "Tenant") RECITALS A. The City of Iowa City is the owner of the fee title to premises situated in the City of Iowa City, State of Iowa, commonly known as the Iowa City Pedestrian Mall. Landlord has the authority to lease ground. B. Tenant is Bread Garden of Iowa City, L.C. C. The parties desire to enter into a ground lease pursuant to which Landlord will lease ground within the Pedestrian Mall as depicted on Exhibit A (the "Leased Premises") for the purposes of construction of a one story greenhouse structure for use in association with Tenant's Bread Garden Market grocery and restaurant business, or for use as a sidewalk cafe in 2017. D. Tenant has indicated a willingness and ability to properly keep, maintain, and improve said ground in accordance with standards established by Landlord, if granted a lease of sufficient term on said ground area. In consideration of the foregoing and the mutual covenants hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, Landlord and Tenant hereby agree as follows: ARTICLE I GRANT 1.01 Grant. Landlord hereby leases to Tenant the Leased Premises in accordance with the terms and conditions hereinafter set forth. ARTICLE II 2.01 Condition of Lease Premises. Tenant is taking possession of the Leased Premises in an "as -is" condition as of the execution and delivery of this Lease. Landlord shall have no obligation to perform any improvements, alterations, additions, repairs or replacements thereto except those specifically defined in this lease. ARTICLE III TERM 3.01 Initial Term. The term of this Lease shall commence on (the "Lease Commencement Date") and shall continue thereafter until (the "Term") unless sooner terminated as provided herein. 3.02 Options to renew. There are no options to renew included in this lease. ARTICLE IV RENT AND UTILITIES 4.01 Annual Base Rent. Commencing on and continuing on the first day of each succeeding month, Tenant shall pay to Landlord, at the address specified in Section 15.03, or at such other place as Landlord may from time to time hereinafter designate to Tenant in writing, annual rent ("Annual Base Rent") as follows: Annual Base Rent: $14.70 per square foot per year. For the period of February 28, 2018, the annual fee will be prorated, with payment due upon execution of this Lease. Subsequent annual payments will be due March 1" of each year. (a) Definitions. For the purposes of this provision, the following definitions shall apply: (1) the term "Consumer Price Index" or "CPP' shall mean the U.S. Bureau of Labor Statistics Consumer Price Index for all Urban Consumers — U.S. City Average, seasonally adjusted (1982-1984=100). (2) the term "Current CPP' shall mean the annual average of Consumer Price Indices for the calendar year immediately preceding the Change Date (3) the term 'Base CPP' shall mean the annual average of Consumer Price Indices for the calendar year immediately preceding the year for which the Current CPI is determined. (4) the term "Change Date" shall mean March 1st of every fifth year beginning 2022. (b) Adjustment. Effective on the Change Date, the Annual Base Rent hereunder shall escalate based on the following formula and illustrated by the following example: (1) Formula: HCurrent CPI -Base CPI) x Rent] + Rent = Escalated Rent [Base CPI] (2) Example: Assume Change Date is 3/1/13. Assume the annual base rent is $9,826.95. Assume the Base CPI (annual average CPI for 2011) is 225.114 and that the Current CPI (annual average CPI for 2012) is 228.537. Annual base rent beginning March 1, 2013 would be $9,976.37 [(228.537-225.114) X $9,826.95] + $9,826.95 = $9,976.37 225.114 (c) No Recomputations. No subsequent adjustments or recomputations, retroactive or otherwise, shall be made to the Consumer Price Index due to any revision that may later be made to the first published figure of the Consumer Price Index for any month. (d) No Rent Decrease. In no event shall the Annual Base Rent for a given year be less than the Annual Base Rent for the preceding year. (e) No Waiver. Any delay or failure of Landlord in computing or billing Tenant for the escalation of Annual Base Rent as provided herein shall not constitute a waiver of or in any way impair the continue obligation of Tenant to pay such escalation of Annual Base Rent. (f) Change in Index. In the event that the Consumer Price Index ceases to use 1982-1984=100 as the basis of calculation the new CPI established by the U.S. Bureau of Labor Statistics Consumer Price Index for all Urban Consumers — U.S. City Average, seasonally adjusted, with a different base year shall be used. 4.02 Net Lease. This Lease in every sense shall be without cost to the Landlord for the development, maintenance, and improvement of the Leased Premises. It shall be the sole responsibility of the Tenant to keep, maintain, repair and operate the entirety of the Leased Premises and all improvements and facilities placed thereon at Tenant's sole cost and expense. 4.03 Utility Payments. Commencing with the Lease Commencement Date and continuing throughout the Term, Tenant shall pay or cause to be paid all charges, assessments, or taxes for gas, electricity, water, sewer, telephone and all other utility services incurred in connection with Tenant's use and occupancy of the Leased Premises. . 4.04 Taxes. Commencing with the Lease Commencement Date and continuing throughout the Term, Tenant shall pay any and all property taxes assessed on the Leased Premises when they become due. ARTICLE V USE AND OCCUPANCY 5.01 Use. Tenant shall use the Leased Premises solely for the construction, use, and support of Tenant's grocery and restaurant business. The Leased Premises shall be used solely as an enclosed space for patrons of Tenant's grocery and restaurant business to sit and consume food and drink. Tenant may also use the Leased Premises as a sidewalk cafe, but only in 2017. If the Leased Premises is used as a sidewalk cafe, Tenant shall comply with the Sidewalk Caf6 Policy, attached and marked as Exhibit B, and incorporated herein by this reference. In the event of conflict between Exhibit B and this Lease, this Lease shall prevail. For example, the Rental rates contained herein shall prevail over those articulated in Exhibit B. 5.02 Construction. Tenant shall use its best efforts to complete the construction of an enclosed seating area on the Leased Premises no later than July 1, 2018. Tenant shall comply with all applicable codes governing construction of the enclosure. Design review by the City will be required before issuance of a building permit. Tenant's interest under this Lease shall terminate and all payments hereunder shall be forfeited if Tenant does not complete construction of the substantial improvements by December 31, 2018. "Substantial improvements' means completion of the construction in accordance with the plans and specifications approved by the City. The failure by Tenant to complete substantial improvements by December 31, 2018 shall be considered an event of Default and Landlord shall have available all remedies set forth herein. In the event construction of Tenant's Improvements are being made at the same time that Landlord is making improvements to the Pedestrian Mall, Tenant shall coordinate with Landlord to ensure Tenant's construction does not interfere with Landlord's construction. 5.03 Licenses. Tenant shall at Tenant's expense, obtain and maintain during the Term of this Lease all licenses or permits necessary for the operation of Tenant's use of the Leased Premises as defined in section 5.01 herein and Tenant shall comply with any other applicable rules and regulations governing the operation of Tenant's use of the Leased Premises as required by any federal, state, or local government or regulatory authority or agency. 5.04 Zoning. Tenant shall, at tenant's expense, obtain any and all necessary zoning approvals and permits required by local law or ordinance. 5.05 Restrictions (a) Nuisances. No act constituting a nuisance as defined under the provision of Chapter 657, Code of Iowa, City Code, or the common law of Iowa shall be permitted on the Lease Premises. (b) Signs. All signage shall comply with City ordinances and be approved by the Landlord. ARTICLE VI 6.01 Improvements and Personal Propertv. (a) Title to Tenant's Improvements. Any and all real property improvements, alterations, modifications or additions on or to the Leased Premises made by Tenant during the Term ("Improvements") shall be and remain the property of Tenant throughout the Term. (b) Surrender. Upon expiration of the Term or termination of the Lease, whether by breach, default, expiration of Lease, or otherwise, Tenant shall thereupon be required to remove all Improvements and match the Leased Premises to the then -current surface condition of the surrounding Pedestrian Mall area. (c) Removal of Personal Property. All items of furniture, furnishings, inventories and other personal property acquired by Tenant for use on the Leased Premises (the "Personal Property") shall be and remain the property of Tenant regardless of termination of the Lease or expiration of the Term. Tenant shall remove from the Leased Premises all Personal Property at or before the termination or expiration of the Lease. If Tenant fails to remove such items within such period, then (i) such items shall be deemed abandoned by Tenant and shall become the property of Landlord, and (ii) Landlord shall have the right to remove and dispose of such items as Landlord, in its sole discretion, sees fit and to charge Tenant the cost of doing so. 6.02 RESERVED 6.03 Liens. Tenant shall not cause or permit any liens to be attached to, placed on or filed against the Landlord's interest in the Leased Premises or Tenant's Improvements in connection with any construction, alteration, demolition, repair or restoration work Tenant performs or causes to be performed on the Leased Premises. If, however, at any time, in connection with the planning, construction, alteration, demolition, repair or restoration work Tenant performs or causes to be performed on the Leased Premises, any liens of mechanics, laborers or materialmen shall be filed against, attached to or placed on the Leased Premises, the Tenant's Improvements or any part thereof relating to work described above, Tenant shall, at its expense, cause the same to be discharged, by payment, bonding or otherwise as provided by law, within fifteen (15) days after Tenant receives notice that the lien was filed, except for such liens that may have been incurred by Landlord arising from Landlord's actions. Nothing herein contained shall in any way prejudice the rights of Tenant to contest in good faith to final judgment or decree any such lien prior to payment thereof, provided that Tenant shall (a) furnish and keep in effect a surety bond of a responsible and substantial surety company, acceptable to Landlord, in an amount sufficient to pay 125% of the amount of such contested lien claim with all interest thereon and costs and expenses with respect thereto, or (b) provide other security reasonably satisfactory to Landlord. Upon final determination of the validity of such contested lien or claim, Tenant shall immediately pay the amount finally determined to be due thereon including any judgment or decree rendered in connection therewith, with all property costs and charges and shall cause any such lien to be released of record without cost to Landlord and during the pendency of any such contest, Tenant shall save and keep Landlord harmless from any claim or loss by reason thereof. Tenant's failure to comply with the terms of this Section 6.03 shall be considered a Default under the Lease, and Landlord shall have the right to any and all remedies against Tenant as set forth in Section 11.02 herein. 6.04 Maintenance. Tenant shall, throughout the Term, at its sole cost and expense, maintain the Leased Premises and all buildings and improvements at any time erected thereon, any unimproved portion of the Leased Premises and all Personal Property installed therein, in good repair and in a safe, clean, sightly and sanitary condition. Tenant shall clear any snow or ice accumulation on the adjoining property of the Landlord which results from the presence of Tenant's structure. In the event Tenant fails to do so to the satisfaction of Landlord, Landlord may require that Tenant, at Tenant's expense, install improvements to address the snow and/or ice accumulation. In the event that Tenant, in Landlord's reasonable judgment, fails to comply with its repair and maintenance obligations under this Section 6.04, Landlord may, but shall not be obligated to, in addition to its remedies under Article XI, perform all repairs and maintenance which in Landlord's reasonable judgment is required to bring the Leased Premises, Tenant's Improvements and Personal Property into compliance with the repair and maintenance standards of this Section 6.04, and charge the cost to Tenant. 6.05 Compliance with Legal Requirements. Tenant shall, throughout the Term, at its sole cost and expense, promptly comply with all applicable laws, ordinances and regulations of governmental entities having jurisdiction over the Leased Premises (including, but not limited to all local zoning use restrictions and requirements), and all policies of insurance applicable to Leased Premises (collectively, "Legal Requirements"). Tenant shall not conduct or permit any person to conduct any unlawful activity on the Leased Premises or any use or activity in violations of (a) any Legal Requirements, including but not limited to zoning or other land use laws or ordinances, or (b) any private restrictive covenants applicable to the Real Estate. Furthermore, Tenant shall not cause or allow any activity which causes air, water, soil, or noise pollution, which would violate any Legal Requirements or which would otherwise constitute a nuisance or reasonably objectionable intrusion into or interference with the use of any surrounding property. 6.06 Non -Discrimination. Tenant covenants, in consideration of the right to lease property from Landlord, that Tenant, its employees, and agents 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, upgrading, or referring to employment. "Public Accommodation" shall include but not be limited to providing goods, services, facilities, privileges and advantages to the public. Tenant shall remain in compliance with all requirements of 49 C.F.R. Part 21, non -Discrimination in Federal Assisted Programs of the Department of Transportation. ARTICLE VII INSURANCE, DAMAGE AND DESTRUCTION 7.01 Insurance. Tenant covenants and agrees that it will at its own expense procure and maintain general liability and casualty insurance in a company or companies authorized to do business in the State of Iowa, in the following amounts: Type of Coverage Tenant covenants and agrees that it will at its own expense procure and maintain general insurance in a company or companies authorized to do business in the State of Iowa, in the following amounts: Type of Coverage a. Comprehensive General Liability Each Occurrence Aggregate (1) Bodily Injury & Property Damage $1,000,000 $2,000,000 b. Excess Liability $1,000,000 $1,000,000 C. Worker's Compensation Insurance as required by Chapter 85, Code of Iowa. Tenant's insurance carrier shall be A rated or better by A.M. Best. Tenant shall name the Landlord as an Additional Insured. Tenant shall deliver to the Landlord, within thirty (30) days of execution of this Lease, Certificates of Insurance and copies of said policies, naming the Landlord as an Additional Insured. Tenant shall provide fifteen (15) days' notice to the Landlord before cancellation of said insurance. 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 and 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. d. Worker's Compensation Insurance as required by Chapter 85, Code of Iowa 7.02 Subrogation: Subrogation rights are not to be waived unless a special provision is attached to this lease. 7.03 Damage or Destruction. (a) Tenant's Obligation to Restore. If any or all of the Tenant's Improvements shall be damaged or destroyed by fire or any other casualty, then Tenant shall have the right, exercisable by giving written notice thereof to Landlord within fifteen (15) days after the determination thereof, to terminate this Lease. Damaged means when the cost to repair the Improvements exceeds the current value of the Improvements as determined by the Landlord. (i) If the Lease is not terminated, then Tenant shall be obligated to repair and restore Tenant's Improvements, as hereinafter provided. Such repair or restoration shall be commenced within thirty (30) days after the date the casualty occurs, and shall be completed within a reasonable period thereafter not to exceed twelve (12) months. If the Tenant shall fail to commence or complete such repairs and restoration work within the time periods set forth in the preceding sentence, except for reasons due to strike, shortage of labor or materials, war, or an act of God, Landlord shall have the right to immediately terminate this Lease. All insurance proceeds collected for such damage or destruction shall be paid to a depositary approved by Landlord, Tenant, and any entity having a security interest in the Lease. Such insurance proceeds shall be made available to be applied toward the cost of such repairs or restoration. If the insurance proceeds shall be insufficient for said repair or restoration, Tenant shall make up the deficiency out of Tenant's funds. In all cases, due allowance shall be made for reasonable delay caused by adjustment of insurance claims, loss, strikes, governmental approval, labor difficulties or any cause beyond either party's reasonable control. (ii) If the Lease is terminated in accordance with this Section 11.02(a), then Tenant shall demolish the Tenant's Improvements and restore the Leased Premises to its condition prior to the Lease Commencement Date (restoration shall be modified to match the then -current surface condition of the surrounding Pedestrian Mall area), and the effective date of the Termination shall occur upon completion of such demolition and restoration work, as if such date were specified as the expiration date of the Term. In such event, the insurance proceeds shall be applied to pay for the demolition of the Tenant's Improvements and the restoration of the Leased Premises, as previously provided, and thereafter, Tenant shall receive any remaining proceeds. (b) Remedies. If Tenant shall not enter upon the repair or rebuilding, or the demolition and restoration, as the case may be, of the Tenant's Improvements within the period specified in Section 7.03(a) and prosecute same thereafter with such dispatch as may be necessary to complete same within said period, then, in addition to whatever other remedies Landlord may have either under this Lease, at law or in equity, the money received by and then remaining in the hands of the Depositary shall be paid to and retained by Landlord as security for the continued performance and observance by Tenant of the Tenant's covenants and agreements hereunder, or Landlord may terminate this Lease and then be paid and retain the amount so held as liquidated damages resulting from the failure on the part of Tenant to comply with the provisions of Section 7.03(a). (c) Negotiation, Settlement and Adjustment of Insurance Proceeds. Tenant shall have the right to settle the amount of the casualty loss with the insurance carriers, but no final settlement of a loss in excess of Fifty Thousand Dollars ($50,000.00) may be made without Landlord's prior written consent thereto. (d) Rent and Other Charges. Provided the Lease is not terminated as provided in Section 7.03(a), neither Rent nor other charges shall be reduced or abated following damage or destruction or during the period of repair, restoration or rebuilding. If the Lease is so terminated, Rent and other charges shall be paid through the effective date of such termination. ARTICLE VIII ASSIGNMENT AND SUBLETTING 8.01 Binding Effect. The Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and assigns. 8.02 Assignments. Tenant may not sell, transfer, or assign this Lease (either directly or indirectly) or any legal or beneficial interest therein, or sublease all or any part of the Leased Premises without the prior written consent of the Landlord, which consent may not be unreasonably withheld. Tenant shall give Landlord written notice of any proposed assignment or sublease of the Leased Premises, and such notice shall provide (a) the name and address of the proposed assignee or sublessee, (b) the terms of the proposed assignment or a copy of the proposed sublease, (c) the most recent financial statements of the proposed assignee or sublessee and (d) such other information as Landlord may reasonably request. Any assignment or sublease made by Tenant without Landlord's consent in violation of this Section 8.02 shall be voidable at Landlord's option and shall constitute an Event of Default. Landlord's consent to any one assignment or sublease shall not be deemed a waiver of this Section 8.02 with respect to any subsequent assignment or sublease nor consent to any subsequent assignment or sublease. Absent the Landlord's agreement to the contrary, following assignment, whether with or without the Landlords' consent, Tenant will remain liable for all Lease obligations. 9.01 RESERVED ARTICLE IX MORTGAGES ARTICLE X EASEMENTS 10.01 _Generally. This Lease and the rights granted to Tenant hereunder are expressly made subject and subordinate to any and all existing easements on the Leased Premises, and Tenant shall not in any way act to alter, obstruct, disturb or otherwise impair any of said easements nor grant additional easements on or affecting the Leased Premises during the term of this Lease without Landlord's prior written consent. ARTICLE XI DEFAULT 11.01 Events of Default. The following shall constitute "Events of Default": (a) Monetary. Tenant shall fail to pay Rent at the time required or any other monetary obligation or payment required under this Lease when due, and such failure shall continue for a period of ten (10) days following written notice from Landlord to Tenant; or (b) Non-performance. Tenant shall fail to observe or perform any of the other covenants, terms or conditions contained in the Lease, or a warranty made by Tenant shall fail to be accurate and complete, and such failure shall continue and not be cured for a period of thirty (30) days after written notice by Landlord to Tenant, provided that if the default is not reasonably susceptible of being cured within thirty (30) days, an Event of Default shall occur only if the Tenant fails to promptly commence such cure or fails thereafter to diligently pursue such efforts to completion; or (c) Bankruptcy: Receivership. If (i) Tenant files a petition in bankruptcy or for reorganization or for an arrangement pursuant to any present or future federal or state bankruptcy law or under any similar federal or state law, or is adjudicated a bankrupt or insolvent, or makes an assignment for the benefit of its creditors, or admits in writing its inability to pay its debts generally as they become due, or if a petition or answer proposing the adjudication of Tenant as a bankrupt or a reorganization of Tenant under any present or future federal or state bankruptcy law or any similar federal or state law is filed in any court and such petition or answer is not discharged or denied within thirty (30) days after the filing thereof; or (ii) A receiver, trustee or liquidator of Tenant of all or substantially all of the assets of Tenant or of the Leased Premises or any portion thereof is appointed in any proceeding brought by or against Tenant and is not discharged within thirty (30) days after such appointment or if Tenant consents to or acquiesces in such appointment. 11.02 Landlord's Rights upon an Event of Default. Upon the occurrence of an Event of Default by Tenant, or at any time thereafter during the continuance of such Event of Default, Landlord may take any of the following actions and shall have the following rights against Tenant: (a) Termination. Landlord may elect to terminate the Lease by giving no less than thirty (30) days' prior written notice thereof to Tenant, and upon the passage of time specified in such notice, this Lease and all rights of Tenant hereunder shall terminate as fully and completely and with the same effect as if such date were the date herein fixed for expiration of the Term and Tenant shall remain liable as provided in Section 11.02(c). (b) Eviction. Landlord shall have the immediate right upon Termination of this Lease to bring an action for forcible entry and detainer. (c) Tenant to Remain Liable. No termination of this Lease pursuant to Section 11.02(a), by operation of law or otherwise, and no repossession of the Leased Premises or any part thereof pursuant to Section 11.02(b) or otherwise shall relieve Tenant of its liabilities and obligations hereunder, all of which shall survive such termination, repossession or reletting. (d) Damages. In the event of any termination of this Lease or eviction from or repossession of the Leased Premises or any part thereof by reason of the occurrence of an Event of Default: (i) Rent and Charges. Tenant shall pay to Landlord the Rent and other sums and charges required to be paid by Tenant for the period to and including the end of the Term or expiration of an option period as provided for by Section 3.02 herein, whichever is later. (e) Rights Cumulative, Non -Waiver. No right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute. In addition to the other remedies provided in this Lease, Landlord shall be entitled, to the extent permitted by applicable law, to injunctive relief in case of the violation, or attempted or threatened violation, of any of the covenants, agreements, conditions or provisions of this Lease, or to a decree compelling performance of this Lease, or to any other remedy allowed to Landlord at law or in equity. (f) Landlord's Right to Cure. If Tenant fails to pay any utilities charges described in Article IV, insurance premiums described in Article VIII, the cost of any of the repairs or maintenance required to be made by Tenant pursuant to the Lease or any other charges, costs or expenses required to be paid under the Lease, Landlord shall have the right, but not the obligation, to make all such payments, and in addition to its other remedies under this Article XI, Landlord shall have the option of requiring Tenant to repay to Landlord the amount of such payments (which shall be deemed additional rent hereunder) on demand with interest after demand at 10% rate per annum. (the "Default Rate"). (g) Late Charge, Default Rate. If Landlord does not receive payment of any installment of Rent or any other sum or charge required to be paid by Tenant to Landlord hereunder within ten (10) days after the same falls due (regardless of whether Tenant has received notice of the delinquency), Landlord may impose a late charge equal to five percent (5%) of the amount of such delinquent sum and if such sum is not received by Landlord within thirty (30) days of its due date, such sum shall, in addition, bear interest at the Default Rate from the due date until the date paid. (h) Landlord's Lien. Landlord shall have a lien against Tenant's leasehold estate, Tenant's Improvements and all property of Tenant located at the Leased Premises, to secure any obligations of Tenant to Landlord arising pursuant to the provisions of this Lease. 11.03 No Implied Waver. The failure of Landlord to insist upon strict performance of any of the covenants or conditions of the Lease, or to exercise any options herein conferred in any one or more instances shall not be construed as a waiver or relinquishment for the future of any such covenant, condition, or option, but the same shall be and remain in full force and effect. The receipt by Landlord of any Rent or any other sum payable hereunder with knowledge of the breach of any covenants or agreements contained herein shall not be deemed a waiver of such breach. ARTICLE XII ABANDONMENT 12.01 Abandonment. Tenant shall not vacate or abandon the Leased Premises at any time during the Term of this Lease. If Tenant shall vacate or abandon the Leased Premises, the right of possession shall, at the option of Landlord, revert to Landlord and Tenant shall lose all right to possession of the Leased Premises and Tenant's Improvements; however, Tenant shall otherwise remain liable on this Lease. Landlord shall then, without further notice, have the remedies provided for in Article XI herein. 13.01 RESERVED ARTICLE XIV TENANT'S INDEMNIFICATION 14.01 Generally. To the extent not expressly prohibited by law, Tenant agrees to indemnify, save, protect and hold forever harmless, Landlord and Landlord's officers, employees, and agents (together, "Landlord's Indemnitees'), from and against all losses, damages, costs, claims and liabilities, including, without limitation, court costs and reasonable attorney's fees and expenses, which Landlord's Indemnitees, or any of them, may become liable or obligated by reason of, resulting from, or in connection with: (a) any injury to or death of persons and damage to, or theft, misappropriation or loss of property occurring in or about the Leased Premises or the Property arising from Tenant's use and occupancy of the Leased Premises and/or the conduct of its business; (b) any activity, work or thing done, permitted or suffered by Tenant in or about the Leased Premises, including all liabilities of every kind or description which may arise out of or in connection therewith; and (c) any breach or default on the part of Tenant in the payment or performance of any covenant, agreement or obligation on the part of Tenant to be paid or performed pursuant to the terms of this Lease or any other act or omission of Tenant, its agents or employees. In case of any action or proceeding brought against Landlord's Indemnitees, or any of them, by reason of any such claims, Tenant covenants to defend such action or proceeding by counsel reasonably satisfactory to Landlord and/or any particular Landlord's Indemnitee. ARTICLE XV MISCELLANEOUS PROVISIONS 15.01 Access by Landlord. (a) Landlord or Landlord's agents, representatives or employees shall have the right at any time upon at least twenty-four (24) hours oral notice (except in emergencies, in which case only such notice, if any, as may be feasible under the circumstances shall be required) to enter upon the Leased Premises and Tenant's Improvements for the purposes of inspecting the same, determining whether this Lease is being complied with, curing (as permitted herein) any default by Tenant and showing the Leased Premises to prospective Leasehold Mortgagees. (b) Landlord or Landlord's agents, representatives, or employees shall have the right whenever necessary and without notice to enter upon the Leased Premises for the purpose of repairing or maintaining any of Landlord's property adjacent to or abutting the Leased Premises. 15.02 Gender and Number. Words of any gender used in the Lease shall be held to include any other gender, and words in the singular shall be held to include the plural, where required. 15.03 Notices. Notices, statements and other communications to be given under the terms of the Lease shall be in writing and sent by certified or registered mail, or by commercial courier, return receipt requested, and addressed as follows: If to Landlord: City of Iowa City ATTN: City Manager 410 E. Washington St. Iowa City, Iowa 52240 With Copies to: City Attorney 410 E. Washington St. Iowa City, IA 52240 If to Tenant: Bread Garden of Iowa City,L.C. ATTN: General Manager 225 S. Linn St. Iowa City, IA 52240 15.04 Applicable Law. The Laws of the State of Iowa shall govern the validity, performance and enforcement of this Lease. 15.05 Partial Invalidity. If any provision of the Lease shall be invalid or unenforceable it shall not affect the validity or enforceability of any other provisions of the Lease. 15.06 Heading. Headings as to the contents of particular sections herein are inserted only for convenience, and are in no way to be construed as a part of the Lease or as a limitation on the scope of the particular section to which they refer. 15.07 Binding Effect. The covenants, conditions and agreements contained in the Lease shall bind, apply to and inure to the benefit of the parties hereto and their respective successors. 15.08 No Partnership. It is expressly understood that Landlord shall not be construed or held to be a partner, joint venturer or associate of Tenant in the conduct of Tenant's business and that the relationship between the parties hereto is and shall at all times remain that of landlord and tenant. 15.09 Holding Over. The Lease shall terminate without further notice at expiration of the Term. Any holding over by Tenant or any party claiming by, through or under Tenant after expiration shall not constitute a renewal or extension or give Tenant any rights in or to the Leased Premises. In the event of any holding over, Landlord may exercise any and all remedies available to it under Article XI herein or at law or in equity to recover possession of the Leased Premises, and for damages. 15.10 Time is of the Essence. Time is of the essence in this Lease. 15.11 Entire Agreement; Merger. The Lease contains all the agreements and conditions made between the parties hereto with respect to the matters contained herein and may not be modified orally or in any other manner than by an Agreement in writing signed by all the parties hereto or their respective successors. All prior written and oral understandings and agreements shall be deemed to have merged into the Lease and have no further force and effect. 15.12 Counterparts. This Lease may be executed in counterparts, each of which shall be deemed to be an original and all of which shall, when taken together, constitute but one and the same instrument. Landlord: Tenant: CITY OF IOWA CITY BREAD GARDEN OF IOWA CITY, L.C. JarKes A. Throgmorton, Maofor James Mondanaro, President JulieJulieDe uty City Clerk CITY'S ACKNOWLEDGEMENT STATE OF IOWA ) ) ss: JOHNSON COUNTY ) On this /(7 day of C2� 2017, before me, the undersigned, a Notary Public in and for said County, in said State, personally appeared James A. Throgmorton and Julie Voparil, to me personally known, who being by me duly sworn, did say that they are the Mayor and Deputy City Clerk, respectively, of said municipal corporation executing the within and foregoing instrument; that the seal affixed thereto is the seal of said municipal corporation; that said instrument was signed and sealed on behalf of said municipal corporation by authority of City Council of said municipal corporation; and that the said James A. Throgmorton and Julie Voparil acknowledged the execution of said instrument to be the voluntary act and deed of said municipal corporation, by it and by them voluntarily executed. . Notary Public in and r the State of Iowa Ap ed: / V KELLIE K. FRUEHUNG CommissionNumber221919 City Attorney Mycom ss nExpkes BREAD GARDEN OF IOWA CITY, L.C. ACKNOWLEDGMENT STATE OF IOWA ss: JOHNSON COUNTY On this day of , 2017, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared James Mondanaro, to me personally known, who being by me duly sworn, did identify himself as President of Bread Garden of Iowa City, L.C., and acknowledge the execution of the instrument to be his own voluntary act and deed, and that of Bread Garden of Iowa City, L.C. Notary Public in and for the State of Iowa EXHIBIT Prepared by: Susan Dulek, Asst. City Attorney, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5030 RESOLUTION NO. 17-176 RESOLUTION APPROVING AN AGREEMENT WITH THE DOWNTOWN DISTRICT TO ALLOW THE SALE, CONSUMPTION, AND POSSESSION OF BEER AND WINE DURING THE BLOCK PARTY EVENT ON CITY STREETS AND CITY PLAZA. WHEREAS, section 4-5-3D of the City Code allows private entities to sell beer and wine and persons to consume the same 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 would like to be able to sell beer in an area roughly bounded by Iowa Ave. to the north, Linn St. to the east, City Plaza (aka, the ped mall) to the south, and Clinton St. to the west during the Block Party on June 24; 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 16th day of MA OR ATTEST:�o CI `CORK 2017. Approved by S-' City Attorney's Office TA Resolution No. 17-1 Page 2 It was moved by Mims and seconded by Dickens the Resolution be adopted, and upon roll call there were: AYES NAYS: ABSENT: x ABSTAIN: Botchway Cole Dickens Mims Taylor Thomas Throgmorton Drafted by: Susan Dulek, Ass't. City Attorney, 410 E. Washington St., Iowa City, IA 52240;319/356-5030 2017 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 BEER AND WINE DURING THE DOWNTOWN BLOCK PARTY 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 beer and wine during the Downtown Block Party to be held in the downtown area; and WHEREAS, the parties wish to enter into an agreement to allow District to sell beer and wine and to allow persons to possess and consume beer and wine under limited circumstances on downtown City streets and City Plaza. THE PARTIES THEREFORE AGREE AS FOLLOWS: 1. Authorized Site. In consideration for District's promises herein, the City agrees to allow District control over the area bounded on the north by the parking spaces on southern side of Iowa Avenue, on the east by the building face on the eastern side of Linn Street, on the south by the building face on the southern side of City Plaza (aka, the ped mall), and on the west by the building face on the eastern side of Clinton Street 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 24, 2017 from 5:00 pm to 11:00 pm. 3. Access. District shall take all reasonable steps to ensure that only persons over twenty-one (21) years of age have access to beer and wine. Said reasonable steps include, but are not limited to, ensuring that: a) all persons over twenty-one (21) years of age shall be provided a wrist band and an approved container upon purchase of beer or wine; and b) no one may possess an open container of beer or wine unless it is in an approved container and the person is wearing a wrist band. Approved container means a glass or cup that is approved by the City prior to the event. If the District observes anyone in possession of an open container of beer or wine (or any type of alcohol) that is not in an approved container or anyone in possession of an approved container with beer or wine who does not have a wrist band, the District shall immediately request that the person pour out the liquid. If the person refuses to do so, the District shall immediately contact a member of the Iowa City Police Department who is present at the event. 4. License. This agreement is void if District does not have a license to sell beer and alcohol on the authorized site on June 24, 2017. 5. Alcohol Restrictions. District acknowledges that the authorized site is subject to all applicable alcohol restrictions in the City Code and the Iowa Code. 6. 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. 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. 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. 9. Se_ curity. District shall reimburse the City for the costs of six police officers at $64.00 per hour per officer from 5:00 pm to 12:00 midnight. Payment is due within thirty (30) days of receipt of an invoice. 10. No Smoking. Smoking is prohibited by City Code in City Plaza, aka the ped mall, but not in the alleys. Smoking is also prohibited by City Code on the sidewalk to the east of the Iowa City Public Library. Additionally, the use of electronic cigarettes is prohibited in these two areas. Electronic cigarette means vapor product as defined in Section 453A.1 of the Code of Iowa (2017). 11. Temporary Toilet Facilities and Hand Washing Stations. District shall provide at its sole cost eighteen (18) temporary toilet facilities in the five (5) locations shown on Exhibit A, including one (1) that is handicap accessible in three (3) locations. District shall further provide at its sole cost two (2) hand washing stations adjacent to the facilities unless the facilities themselves are equipped with hand washing stations. 12. Exits. District shall maintain exits in the authorized site and post "exit' signs at all exits, with the location and size of the signs to be approved by the City Fire Department. The District shall have personnel, volunteers, or contractors such as private security at every exit. Each exit must be a minimum 36 inches in width. 13. 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. 14. Fencing. The authorized site shall be enclosed by fencing as approved by the City. 15. Insurance. a) Premises Insurance. On June 24, 2017, 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 2 City 1 week before cancellation of said insurance, and said cancellation shall automatically terminate this Agreement. b) Dram Shoo Insurance. On June 24, 2017, District shall carry "dram shop" insurance in compliance with Iowa Code section 123.92 (2017) 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. 16. 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. 17. 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. 18. Termination. The City may terminate this agreement upon written notice for violation of any provision of this agreement. 19. Assignment and Subletting. District 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. 3 Dated, this 16th day of May. 2017. IOWA CITY AND IOWA CITY DOWNTOWN SELF-SUPPORTFO MUNICIPAL IMPROVEMENT DISTRICT By, Nancy Bird, Exe utive Director THE CITKCity ITY Geoff Frger Approved by. _ City Attomcy's Oia.: 4 Downtown Iowa City Block Party Page I of 2 EXHIBIT 4AP r y gf y Of c; ov+a, useum of. c t 0 C0,4 I-&4\ o to ile+ F6icr,(41ts A-)* AT)A https://www.google.com/maps/d/viewer?mid=1 Vn4J6SzBgrIV8cegURvOgfOX8Jg&11=41.... 4/19/2017 In �lutl�es Siclea,�clks d'�arkir.� SgScnS an5o4� Old-EapitoF'%- ,y, ortkQjpsor�r7r Fencing fof ic°"�- iosure Gl Sr a fti�KxA Road Closure -ex C(Lr� lingloll St E W2Shington �, Roadbosure Road Closure 1. C Library mI Kd �cdCs Ste4Ea5 H o Cf)Roe / ea �, Cl- d Closure Road Closurery ah lori�i 51 S I � OldCapilr " W ,,�� cfiege St Road.Olosure f College St E C Z �i \ 0- .,. � u U) � ���� S} 1 Map data to GG ®2044 odog�e g enr4 200 ft I E" t 0 C0,4 I-&4\ o to ile+ F6icr,(41ts A-)* AT)A https://www.google.com/maps/d/viewer?mid=1 Vn4J6SzBgrIV8cegURvOgfOX8Jg&11=41.... 4/19/2017 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. I r 1 CITY O F IOWA C I T COUNCIL ACTION REPOR 10 May 16, 2017 Resolution approving an agreement with the Downtown District to allow the sale, consumption, and possession of beer and wine during the Downtown Block Party on City streets Prepared By: Simon Andrew, Assistant to the City Manager Reviewed By: Geoff Fruin, City Manager Fiscal Impact: None Recommendations: Staff: Approval Commission: N/A Attachments: Resolution Agreement Executive Summary: Section 4-5-3 of the City Code allows for the sale and consumption of alcohol in a city park, on a right-of-way, or other public ground, excluding public buildings, pursuant to written agreement. The Iowa City Downtown District (TCDD) has planned a Block Party encompassing seven blocks of the downtown area and the pedestrian mall from 5 p.m. to 11 p.m. on Saturday, June 24, 2017. The attached agreement allows for the consumption of beer or wine in a designated cup on City streets and sidewalks within the event boundaries. The exact location of the event is attached as an exhibit to the agreement. Background / Analysis: The agreement, which is attached to the resolution, allows the "Downtown District" to sell beer and wine in a fenced -off area bounded on the north by the parking spaces on the southern side of Iowa Ave., on the east by the building face on the eastern side of Linn St., on the south by the building face on the southern side of the ped mall, and on the west by the building face on the eastern side of Clinton St. on June 24 from 5 p.m. to 11 p.m. A person over the age of 21 will be able to purchase an empty cup from the ICDD, purchase beer or wine at a licensed bar or restaurant to fill that cup, and consume the beverage outdoors within the event boundaries. Beer or wine are the only alcoholic beverages that will be allowed in the outdoor event area and must be consumed out of the approved cup. Wristbands for patrons over the age of 21 who wish to consume alcohol in the outdoor temporarily licensed area will also be required. Under the Agreement, ICDD will reimburse the City for the cost of six uniformed officers who will be present on the site from 5 p.m. to midnight. Entertainment will include local musicians, dueling pianos, ping pong tables, giant Jenga, video game tournament, sand volleyball, and more. Prepared by: Tracy Hightshoe, Neighborhood Services, 410 E. Washington St., Iowa City, IA 52240 319.356.5244 RESOLUTION NO. 17-177 RESOLUTION IN SUPPORT OF THE CARDINAL POINTE WEST, LLC APPLICATION FOR WORKFORCE HOUSING TAX INCENTIVES PROGRAM FROM THE IOWA ECONOMIC DEVELOPMENT AUTHORITY TO CONSTRUCT RESIDENTIAL HOUSING AT DEER CREEK ROAD AND CAMP CARDINAL BOULEVARD AND COMMITTING LOCAL FUNDS TO THE PROJECT. WHEREAS, Cardinal Pointe West, LLC intends to apply for Workforce Housing Tax Incentives from the Iowa Economic Development Authority to assist financing the construction of residential housing at Parcel Number 1112427001 located northwest of the intersection of Deer Creek Road and Camp Cardinal Boulevard; and WHEREAS, as part of the application, the developer requires a resolution by the City supporting the application and committing local funds; and WHEREAS, timing is critical as the Iowa Economic Development Authority is accepting applications on a continuous basis and reviews applications in the order received; and WHEREAS, it is in the best interest of the City to support this residential housing project. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The City supports the Cardinal Pointe West, LLC application for Workforce Housing Tax incentives. 2. The application will include a request for Workforce Housing Tax Incentives for up to 90 dwelling units in the total development. 3. The City commits to providing a local match equal to at least $1,000 per dwelling unit, and shall enter an agreement with the applicant for such funds. 4. The City Manager is authorized to sign said agreement. Passed and approved this 16th day of May 2017. M OR Approved by ATTEST: S ' $7 ' /,/- CI ERK City Attorney's Office Resolution No. 17-177 Page 2 It was moved by Mims and seconded by Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: x x x x x x x ABSTAIN: Dickens the Botchway Cole Dickens Mims Taylor Thomas Throgmorton If ' CITY OF IOWA CIT -r 70 COUNCIL ACTION REPOR 11 June 6, 2017 Resolution in support of the Cardinal Pointe West, LLC application for the Workforce Housing Tax Incentives Program from The Iowa Economic Development Authority to construct residential housing on the west side of Camp Cardinal Boulevard at Deer Creek Road and committing local funds to the project Prepared By: Tracy Hightshoe, Neighborhood Services Coordinator Reviewed By: Geoff Fruin, City Manager John Yapp, Development Services Coordinator Fiscal Impact: $90,000 Recommendations: Staff. Approval Commission: N/A Attachments: Letter of request from SouthGate Companies, Preliminary Concept Images, Resolution Executive Summary: This resolution of support would commit the required minimum project match of $1,000 per unit, or $90,000, to enable the developer's application to be considered for Workforce Housing Tax Credits at the Iowa Economic Development Authority (IEDA). The project is generally consistent with the Comprehensive Plan, provides needed housing supply and it is the developer's goal that 5% of the units are affordable. By supporting the tax credit application, the City will be allowing the developer to leverage significant state resources that will otherwise go to projects outside of our community. Background / Analysis: The Iowa Economic Development Authority (IEDA) provides financial incentives under the Workforce Housing Tax Credit program to assist the development of housing projects that are targeted at middle-income households and that focus on the redevelopment or repurposing of existing structures. Housing developers are eligible to receive a refund of state sales, service or use taxes paid during construction and an investment tax credit up to a maximum of 10% of the investment directly related to the construction or rehabilitation of housing. There are no rental restrictions or income limitations for the assisted dwelling units, but the average dwelling unit cost may not exceed $200,000 for new construction. To be eligible for the program the developer must obtain a resolution of support from the City Council and the City must provide at least a $1,000 per dwelling unit match. The developer is proposing two phases of development at this site. The first phase is a 90 unit, garden -style apartment community on approximately seven acres at the northwest intersection of Deer Creek Road and Camp Cardinal Boulevard. The developer requests that all 90 units in the first phase be considered for the Workforce Housing Tax Credit program, which would require $90,000 for this application. Matching funds can be in the form of cash or local property tax exemption, rebate, refund or reimbursement. To date, the City has approved six other requests for resolutions of support and local matching funds for this IEDA program: CITY OF IOWA CITY COUNCIL ACTION REPORT • Prairie Hill Cohousing Development (15 units) • Iowa City Senior, LLC, 1030 William Street (40 units) • Monark, LLC, 7 S. Linn Street (36 units) • 1301 Gilbert, LLC (up to 54 units) • 1201 Gilbert, LLC (up to 258 units) • M&W Properties, LLC, 619 &627 Orchard St. (up to 45 units) SouthGate Companies is the developer of the project. The property will consist of three three- story buildings with under -building parking. The developer's plan is to make at least 5% of the units in each phase affordable at rents equal to or less than the HOME Fair Market Rent to meet much needed housing in the growing west -side neighborhoods. The target market for these units includes working young professionals, empty nesters, and young families and couples. Recommendation: The developer requests a resolution of support and documentation of project match so that they can file an application immediately. IEDA is accepting applications on a continuous first come, first served based. IEDA currently reports that they have enough projects on their wait list to nearly fund their FYI allocation. The proposed project land use and density is consistent with the Comprehensive Plan. Preliminary concept images are attached for your review. A rezoning and possibly a planned development will need to be approved for the project to go forward. Construction plans will go through the City's regular development process, including site plan and building plan review. Staff recommends approval of a resolution of support and committing the required minimum project match of $90,000 in order for the application to be considered for Workforce Housing Tax Credits. If the City Council approves this request, the application to IEDA will be the responsibility of the developer, SouthGate Companies. CSouthGate C O M P A N I E S DEVELOPMENT• CONSTRUCTION HOMES •PROPERTY MANAGEMENT April 26, 2017 Tracy Hightshoe City of Iowa City 410 Washington Street Iowa City, IA 52240 Re: Request for a resolution of support for Iowa Workforce Housing Tax Credit application for The Grove Phases I & II at Deer Creek Road and Camp Cardinal Blvd Dear Tracy, The Grove is a ground -up multi -family development project planned for 2 neighboring sites. The site features a large grove of trees on the east side of the property and a wet -bottom regional detention basin on the north side of the property. These natural areas will be preserved with more landscaping added to take advantage of the natural surroundings as well as park and recreational areas. All units in the project will meet the Iowa Workforce Housing Tax Credit program, and we plan to apply for the tax credits. Phase I is a 90 -unit garden -style apartment community to be built on approximately 7 acres at the Northwest intersection of Deer Creek Road and Camp Cardinal Boulevard. The property will consist of 3 three-story residential buildings with under -building parking at grade. Phase II is an approximately 163 -unit garden -style apartment and townhome community to be built on about 27 acres at the Northeast and Southeast intersections of a currently stubbed Deer Creek Road and Camp Cardinal Boulevard. Phase [I's location is east across Camp Cardinal Boulevard from Phase I. The property would consist of 3 three-story residential buildings with under -building parking at grade, 3 two-story townhome buildings with attached garage parking, and 1 three-story residential building with some individual garage units under the building. Our objective is to make at least 5% of the units in each of these projects Affordable in order to provide that much needed housing in the growing west -side of Iowa City. The target market for these units includes working young professionals, empty nesters, and young families and couples. We respectfully ask for the City of Iowa City's support including a stated resolution of support and a local match of at least $1,000 per unit. Sincerely, Jerry Waddilove President & CEO 755 MORMON TREK BLVD I P.O. BOX 19071 IOWA CITY, IA 52244-19071319.337.419S I SOUTHGATECO.cOM i ------------ SITE- -_ ip-4e.t`1 � x;15 •� � ��x. � OR (` _..'s ARCHITECT I 6 F U S T N A jiC.11 , i-`. T - i!'7(' r1-!_I_ I N� I J-1 IJ ��� Ij I__I 1 Ll .PaP Y o m -'? iaf. SP ,,edh aY. St 7th Sl m t v Terrell Ah:wn A,•a n Si ^a a Mill Pair[ E :Q 6th uE ?; „pmt lJ 2naSt . J a Paek Rd City Park �0 n a 'm KfYrte'd'i Pk Wp z �- MBrmap 5r n R MANN IlkHandcart Park 2T fi } :S (� n R0er3 t m' a C, E 6av9npc Cardinal Pointe West, ._ $ o ? r 6ioomin t Z The University Re: 'n f Iowa City 13 rove, LLC C%HRun of Iowa ® -i 9 TSB investments, LLP Finkbine Golf Course@ v Iowa City r�k•a Are Kin n i ck Stadium 0 o �� .� E B�rlingtcl 4iL roSe AVE (l'rL'= Dce Av e Ivlclrose At•o F h4e¢o Sh�Unse Ave r^n C] U' University o DubuqueeprentisslnV... Heights v 7 P,Aa ri=[ia Ave ! ")t P. A T `7 P 00. 9ekc;e`•t Sl a'�w N p si Hunters - y v! Besiton SI RUt7 Park - W Benton St zs Kiekwood Ave - o unnrut Rd ROOSEVELT F Iiighiand Ave Ruupert qd U �� nh1eY Ln Ah.[ A+•e d1 �l N Iowa City Soul hga;a Ave yy� s Municipal a Airport f� ®, Sar d,j f x %11z Dr n; Prepared by: Tracy Hightshoe, Neighborhood Services, 410 E. Washington St., Iowa City, IA 52240 319.356.5244 RESOLUTION NO. 17-178 RESOLUTION IN SUPPORT OF THE IOWA CITY GROVE, LLC APPLICATION FOR WORKFORCE HOUSING TAX INCENTIVES PROGRAM FROM THE IOWA ECONOMIC DEVELOPMENT AUTHORITY TO CONSTRUCT RESIDENTIAL HOUSING AT DEER CREEK ROAD AND CAMP CARDINAL BOULEVARD AND COMMITTING LOCAL FUNDS TO THE PROJECT. WHEREAS, Iowa City Grove, LLC intends to apply for Workforce Housing Tax Incentives from the Iowa Economic Development Authority to assist financing the construction of residential housing at Parcel Number 1112401008 located east of the intersection of Deer Creek Road and Camp Cardinal Boulevard; and WHEREAS, as part of the application, the developer requires a resolution by the City supporting the application and committing local funds; and WHEREAS, timing is critical as the Iowa Economic Development Authority is accepting applications on a continuous basis and reviews applications in the order received; and WHEREAS, it is in the best interest of the City to support this residential housing project. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The City supports the Iowa City Grove, LLC application for Workforce Housing Tax incentives. 2. The application will include a request for Workforce Housing Tax Incentives for up to 163 dwelling units in the total development. 3. The City commits to providing a local match equal to at least $1,000 per dwelling unit, and shall enter an agreement with the applicant for such funds. 4. The City Manager is authorized to sign said agreement. Passed and approved this 16th day of MOOR ATTEST: �1 '\ _ ` CITY ERK 2017. Approved by S- s-, )I City Attorneys Office 0 Resolution No. 17-178 Page 2 It was moved by Dickens and seconded by Resolution be adopted, and upon roll call there were: AYES: NAYS: x ABSENT: ABSTAIN: Mims Botchway Cole Dickens Mims Taylor Thomas Throgmorton the 'r CITY OF IOWA CIT COUNCIL ACTION REPO 12 May 3, 2017 Resolution in support of the Iowa City Grove, LLC application for the Workforce Housing Tax Incentive Program from the Iowa Economic Development Authority to construct residential housing on the east side of Camp Cardinal Boulevard at Deer Creek Road and committing local funds to the project Prepared By: Tracy Hightshoe, Neighborhood Services Coordinator Reviewed By: Geoff Fruin, City Manager John Yapp, Development Services Coordinator Fiscal Impact: $163,000 Recommendations: Staff: Approval Commission: N/A Attachments: Letter of request from SouthGate Companies, Preliminary Concept Images, Resolution Executive Summary: This resolution of support would commit the required minimum project match of $1,000 per unit, or $163,000, to enable the Developer's application to be considered for Workforce Housing Tax Credits at the Iowa Economic Development Authority (IEDA). The project aligns with the Comprehensive Plan, provides needed housing supply and it is the developer's goal that 5% of the units are affordable. By supporting the tax credit application, the City will be allowing the developer to leverage significant state resources that will otherwise go to projects outside of our community. Background / Analysis: The Iowa Economic Development Authority (IEDA) provides financial incentives under the Workforce Housing Tax Credit program to assist the development of housing projects that are targeted at middle-income households and that focus on the redevelopment or repurposing of existing structures. Housing developers are eligible to receive a refund of state sales, service or use taxes paid during construction and an investment tax credit up to a maximum of 10% of the investment directly related to the construction or rehabilitation of housing. There are no rental restrictions or income limitations for the assisted dwelling units, but the average dwelling unit cost may not exceed $200,000 for new construction. To be eligible for the program the developer must obtain a resolution of support from the City Council and the City must provide at least a $1,000 per dwelling unit match. The developer is proposing two phases of development at this site. The applicant is simultaneously submitting a request for Phase I through Cardinal Pointe West, LLC. The second phase is a 163 unit, garden -style apartment community on approximately 27 acres at the northeast and southeast intersections of a currently stubbed Deer Creek Road and Camp Cardinal Boulevard. The developer requests that all 163 units in the second phase be considered for the Workforce Housing Tax Credit program, which would require $163,000 for this application. Matching funds can be in the form of cash or local property tax exemption, rebate, refund or reimbursement. 'r CITY OF IOWA CITY -r� COUNCIL ACTION REPORT To date, the City has approved six other requests for resolutions of support and local matching funds for this IEDA program: • Prairie Hill Cohousing Development (15 units) Iowa City Senior, LLC, 1030 William Street (40 units) • Monark, LLC, 7 S. Linn Street (36 units) • 1301 Gilbert, LLC (up to 54 units) • 1201 Gilbert, LLC (up to 258 units) • M&W Properties, LLC, 619 &627 Orchard St. (up to 45 units) SouthGate Companies is the developer of the project. The property would consist of 3 three- story residential buildings with under -building parking, 3 two-story townhome buildings with attached garage parking, and 1 three-story residential building with some individual garage units under the building. The developer's plan is to make at least 5% of the units in each phase affordable at rents equal to or less than the HOME Fair Market Rent to meet much needed housing in the growing West- side neighborhoods. The target market for these units includes working young professionals, empty nesters, and young families and couples. Recommendation: The developer requests a resolution of support and documentation of project match so that they can file an application immediately. IEDA is accepting applications on a continuous first come, first served based. IEDA currently reports that they have enough projects on their wait list to nearly fund their FY19 allocation. The proposed project land use and density is consistent with the Comprehensive Plan. Preliminary concept images are attached for your review. A rezoning and likely a planned development will need to be approved for the project to go forward. Construction plans will go through the City's regular development process, including site plan and building plan review. Staff recommends approval of a resolution of support and committing the required minimum project match of $163,000 in order for the application to be considered for Workforce Housing Tax Credits. If the City Council approves this request, the application to IEDA will be the responsibility of the developer, Southgate Companies. CSouthGate C O M P A N I E S DEVELOPMENT• CONSTRUCTION HOMES •PROPERTY MANAGEMENT April 26, 2017 Tracy Hightshoe City of Iowa City 410 Washington Street Iowa City, IA 52240 Re: Request for a resolution of support for Iowa Workforce Housing Tax Credit application for The Grove Phases I & II at Deer Creek Road and Camp Cardinal Blvd Dear Tracy, The Grove is a ground -up multi -family development project planned for 2 neighboring sites. The site features a large grove of trees on the east side of the property and a wet -bottom regional detention basin on the north side of the property. These natural areas will be preserved with more landscaping added to take advantage of the natural surroundings as well as park and recreational areas. All units in the project will meet the Iowa Workforce Housing Tax Credit program, and we plan to apply for the tax credits. Phase I is a 90 -unit garden -style apartment community to be built on approximately 7 acres at the Northwest intersection of Deer Creek Road and Camp Cardinal Boulevard. The property will consist of 3 three-story residential buildings with under -building parking at grade. Phase II is an approximately 163 -unit garden -style apartment and townhome community to be built on about 27 acres at the Northeast and Southeast intersections of a currently stubbed Deer Creek Road and Camp Cardinal Boulevard. Phase ll's location is east across Camp Cardinal Boulevard from Phase I. The property would consist of 3 three-story residential buildings with under -building parking at grade, 3 two-story townhome buildings with attached garage parking, and 1 three-story residential building with some individual garage units under the building. Our objective is to make at least 5% of the units in each of these projects Affordable in order to provide that much needed housing in the growing west -side of Iowa City. The target market for these units includes working young professionals, empty nesters, and young families and couples. We respectfully ask for the City of Iowa City's support including a stated resolution of support and a local match of at least $1,000 per unit. Sincerely, Jerry Waddilove President & CEO 755 MORMON TREK BLVD I P.O. BOX 19071 IOWA CITY, IA 52244-1907 1319.337.4195 1 SOUTHGATECO.COM r go Trr fH / �Al is FUSION ^11Ct-j I I --j1 ' IN(' [77L �Nlj -I Prepared by: Tracy Hightshoe, Neighborhood Services, 410 E. Washington St., Iowa City, IA 52240 319.356.5244 RESOLUTION NO. 17-179 RESOLUTION IN SUPPORT OF THE TSB INVESTMENTS, LLP APPLICATION FOR WORKFORCE HOUSING TAX INCENTIVES PROGRAM FROM THE IOWA ECONOMIC DEVELOPMENT AUTHORITY TO CONSTRUCT RESIDENTIAL HOUSING AT CAMP CARDINAL ROAD & GATHERING PLACE LANE AND COMMITTING LOCAL FUNDS TO THE PROJECT. WHEREAS, TSB Investments, LLP intends to apply for Workforce Housing Tax Incentives from the Iowa Economic Development Authority to assist financing the construction of residential housing at Parcel Number 1007352001 located southeast of the intersection of Camp Cardinal Road & Gathering Place Lane; and WHEREAS, as part of the application, the developer requires a resolution by the City supporting the application and committing local funds; and WHEREAS, timing is critical as the Iowa Economic Development Authority is accepting applications on a continuous basis and reviews applications in the order received; and WHEREAS, it is in the best interest of the City to support this residential housing project. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The City supports the TSB Investments, LLP application for Workforce Housing Tax incentives. 2. The application will include a request for Workforce Housing Tax Incentives for 30 dwelling units in the total development. 3. The City commits to providing a local match equal to at least $1,000 per dwelling unit, and shall enter an agreement with the applicant for such funds. 4. The City Manager is authorized to sign said agreement. Passed and approved this 16th day of M AftR ATTEST: CITY RK 2017. Approved b City Attorney's Office Resolution No. 17-1 Page 2 It was moved by Mims and seconded by Resolution be adopted, and upon roll call there were: NAYS: ABSENT: x ABSTAIN: Dickens Botchway Cole Dickens Mims Taylor Thomas Throgmorton the h CITY OF IOWA CIT COUNCIL ACTION REPOR 13 June 6, 2017 RESOLUTION IN SUPPORT OF THE TSB INVESTMENTS, LLP APPLICATION FOR WORKFORCE HOUSING TAX INCENTIVES PROGRAM FROM THE IOWA ECONOMIC DEVELOPMENT AUTHORITY TO CONSTRUCT RESIDENTIAL HOUSING AT CAMP CARDINAL ROAD & GATHERING PLACE LANE AND COMMITTING LOCAL FUNDS TO THE PROJECT. Prepared By: Tracy Hightshoe, Neighborhood Services Coordinator Reviewed By: Geoff Fruin, Assistant to the City Manager Doug Boothroy, NDS Director John Yapp, Development,Services Coordinator Fiscal Impact: $30,000 Recommendations: Staff: Approval Commission: N/A Attachments: Letter of request from Thomas Bender Preliminary Concept Images Resolution Executive Summary: This resolution of support would commit the required minimum project match of $1,000 per unit, or $30,000, to enable the Developer's application to be considered for Workforce Housing Tax Credits at the Iowa Economic Development Authority (IEDA). The project aligns with the Comprehensive Plan and provides needed housing supply. By supporting the tax credit application, the City will be allowing the Developer to leverage significant state resources that will otherwise go to projects outside of our community. Background / Analysis: The Iowa Economic Development Authority (IEDA) provides financial incentives under the Workforce Housing Tax Credit program to assist the development of housing projects that are targeted at middle-income households and that focus on the redevelopment or repurposing of existing structures. Housing developers are eligible to receive a refund of state sales, service or use taxes paid during construction and an investment tax credit up to a maximum of 10% of the investment directly related to the construction or rehabilitation of housing. There are no rental restrictions or income limitations for the assisted dwelling units, but the average dwelling unit cost may not exceed $200,000 for new construction. To be eligible for the program the applicant must obtain a resolution of support from the City Council and the City must provide at least a $1,000 per dwelling unit match. The applicant proposes to build two buildings with 54 apartments. The first building will consist of 30 units, 18 two-bedroom and 12 one -bedroom units. The applicant requests the 30 units in the first building be considered for the Workforce Housing Tax Credit program, which would require $30,000 for this application. Matching funds can be in the form of cash or local property tax exemption, rebate, refund or reimbursement. To date, the City has approved six other requests for resolutions of support and local matching funds for this IEDA program: 0 Prairie Hill Cohousing Development (15 units) 'r 1 CITY OF IOWA CITY Z- �a, COUNCIL ACTION REPORT • Iowa City Senior, LLC, 1030 William Street (40 units) • Monark, LLC, 7 S. Linn Street (36 units) • 1301 Gilbert, LLC (up to 54 units) • 1201 Gilbert, LLC (up to 258 units) • M&W Properties, LLC, 619 &627 Orchard St. (up to 45 units) Thomas Bender of TSB Investments, LLP is the developer of the project to be located at Camp Cardinal Road & Gathering Place Lane, currently referred to as Cardinal Villas. The 30 apartments will range from 800 SF to 1,172 SF. The target market is professionals, retirees and graduate student looking for non -undergraduate housing on Iowa City's west side. The building will be highly energy efficient and include many amenities desired by working professionals such as underground parking, fireplaces, personal laundry facilities and decks overlooking green spaces. The developer intends to incorporate a solar array on the roof to accommodate all of the house electrical needs. Recommendation: The applicant requests a resolution of support and documentation of project match so that he can file an application immediately. IEDA is accepting applications on a continuous first come, first served based. IEDA currently reports that they have enough projects on their wait list to nearly fund their FY19 allocation. The property is currently zoned Low Density Multi -Family Residential (RM -12) and the project complies with the zoning designation. The applicant submitted design review and site plans, which are currently under review. Staff recommends approval of a resolution of support and committing the required minimum project match of $30,000 in order for the application to be considered for Workforce Housing Tax Credits. If the City Council approves this request, the application to IEDA will be the responsibility of the applicant, Thomas Bender. Mr. Bender will be present at the Council meeting for any questions. c-��Vi,1:S 1.fJLll f2!'.l�i Property Management April 19, 2017 Tracy Hightshoe City of Iowa City 410 E. Washington St Iowa City, IA 52240 RE: Request for a supporting resolution for a Workforce Housing Tax Credit Dear Tracy, TSB Investments, LLP proposes to build 54 apartment units at Camp Cardinal Road and Gathering Place. The 1' building will consist of 30 units which will include 18 two-bedroom units and 12 one -bedroom units. The configuration of the 2"d building is yet to be determined. Apartment sizes range from 800 sgft. to 1172 sgft. All units will comply with the guidelines for the State of Iowa Workforce Housing Tax Credit and we wish to apply for the tax credit for the first building of 30 units. The target market for these units is professionals, retirees and graduate students looking for affordable, non -undergraduate housing on Iowa City's West Side. The building is designed to be highly energy efficient and include many upscale amenities desired by working professionals and others, such as underground parking, fireplaces, personal laundry facilities and decks overlooking green spaces. It is our intention to incorporate a solar array on the roof to accommodate all of the house electrical needs. A resolution in support of our project, along with documentation of local matching funding in the amount equal to $1,000 per unit for our first 30 units is being requested at this time. Thank you for your cooperation and support. Thomas J Bender TSB Investments, LLP Mailing address or Rent Drop 52 Sturgis Corner Dr. Iowa City, lava 52246 Phone: 319.530-0556 Office: 319 358-0556 E-mail: rob@assumncepm.com h e_,. _�. ,,,. _ ....., __. �-r. }. - -� *., .7f J mug IIID p n Ir - III Prepared by: Tracy Hightshoe, Neighborhood Services, 410 E. Washington St., Iowa City, IA 52240 319.356.5244 RESOLUTION NO. 17-180 RESOLUTION IN SUPPORT OF THE APPLICATION OF DUBUQUE & PRENTISS INVESTMENTS, LC FOR WORKFORCE HOUSING TAX INCENTIVES PROGRAM FROM THE IOWA ECONOMIC DEVELOPMENT AUTHORITY TO CONSTRUCT RESIDENTIAL HOUSING AT 620 SOUTH DUBUQUE STREET AND COMMITTING LOCAL FUNDS TO THE PROJECT. WHEREAS, Dubuque & Prentiss Investments, LC intends to apply for Workforce Housing Tax Incentives from the Iowa Economic Development Authority to assist financing the construction of residential housing at 620 S. Dubuque Street; and WHEREAS, as part of the application, the developer requires a resolution by the City supporting the application and committing local funds; and WHEREAS, timing is critical as the Iowa Economic Development Authority is accepting applications on a continuous basis and reviews applications in the order received; and WHEREAS, it is in the best interest of the City to support this residential housing project NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The City supports the Dubuque & Prentiss Investments, LC application for Workforce Housing Tax incentives. 2. The application will include a request for Workforce Housing Tax Incentives for 36 dwelling units in the total development. 3. The City commits to providing a local match equal to at least $1,000 per dwelling unit, and shall enter an agreement with the applicant for such funds. 4. The City Manager is authorized to sign said agreement. Passed and approved this 16th day of May 2017. M OR Approved by ATTEST: CITY RK City Attorney's Office Resolution No. Page 2 17-180 It was moved by Thomas and seconded by Resolution be adopted, and upon roll call there were: AYES NAYS: ABSENT: x ABSTAIN: Dickens the Botchway Cole Dickens Mims Taylor Thomas Throgmorton � r � zln r h CITY OF IOWA CIT COUNCIL ACTION REPO 14 May 16, 2017 Resolution in support of the application of Dubuque & Prentiss Investments, LC for the Workforce Housing Tax Incentives Program from the Iowa Economic Development Authority to construct residential housing at 620 South Dubuque Street and committing local funds to the project. Prepared By: Tracy Hightshoe, Community Development Coordinator Reviewed By: Wendy Ford, Economic Development Coordinator Simon Andrew, Assistant to the City Manager John Yapp, Development Services Coordinator Karen Howard, Associate Planner Fiscal Impact: Up to $36,000 Recommendations: Staff: Approval Commission: N/A Attachments: Letter of request from Kevin Digmann, Dubuque & Prentiss Investments, LC Concept images Resolution Executive Summary: This resolution of support would commit the required minimum project match of $1,000 per unit, or up to $36,000, to enable the Developer's application to be considered for Workforce Housing Tax Credits at the Iowa Economic Development Authority (IEDA). The project is well suited for the Riverfront Crossings District, provides needed housing supply and will help support nearby neighborhood businesses. By supporting the tax credit application, the City will be allowing the Developer to leverage significant state resources that will otherwise go to projects outside of our community. Background / Analysis: The Iowa Economic Development Authority (IEDA) provides financial incentives under the Workforce Housing Tax Credit program to assist the development of housing projects that are targeted at middle-income households and that focus on the redevelopment or repurposing of existing structures. Housing developers are eligible to receive a refund of state sales, service or use taxes paid during construction and an investment tax credit up to a maximum of 10% of the investment directly related to the construction or rehabilitation of housing. There are no rental restrictions or income limitations for the assisted dwelling units, but the average dwelling unit cost may not exceed $200,000 for new construction. To be eligible for the program the applicant must obtain a resolution of support from the City Council and the City must provide at least a $1,000 per dwelling unit match. The applicant requests that all units be considered for the program, which would consist of up to 36 units and thus would require up to $36,000 for this application. Matching funds can be in the form of cash or local property tax exemption, rebate, refund or reimbursement. 'r 1 CITY OF IOWA CITY 4-Jtm r� COUNCIL ACTION REPORT To date, the City has approved five other requests for resolutions of support and local matching funds for this IEDA program: • Prairie Hill Cohousing Development (15 units) Iowa City Senior, LLC for senior housing at 1030 William Street (40 units) Monark, LLC for development at 7 S. Linn Street (36 units) 1301 Gilbert, LLC (up to 54 units) • 1201 Gilbert, LLC (up to 258 units) M&W Properties, LLC (up to 45 units) Kevin Digmann, of Dubuque & Prentiss Investments, LC is the developer of record for the project to be located at 620 South Dubuque Street and currently referred to as the Dubuque Street Apartments Phase 2. The location is in middle of the Riverfront Crossings' Central Crossings District. The development will consist of 36 one-, two- and three-bedroom units of between 675 and 1,100 square feet with two levels of parking within the building. Additionally, the developer will incorporate more than 4,000 square feet of "pedestrian street," a courtyard -type area for tenant use. The developer anticipates that the location will appeal to young professionals and students looking for quiet locations with close proximity to the University and downtown. Recommendation: The applicant requests a resolution of support and documentation of project match so that he can file an application immediately. IEDA is accepting applications on a continuous first come, first served basis. IEDA currently reports that they have allocated their FY17 & 18 credits and have almost enough projects on their wait list to complete their FY19 allocation. The proposed project will comply with the Riverfront Crossing Master Plan/Comprehensive Plan. Preliminary concept images are attached for your review. The images provide an example of the general massing of the development. Staff recommends approval of a resolution of support and committing the required minimum project match of up to $36,000 in order for the application to be considered for Workforce Housing Tax Credits. We feel the project aligns well with the Riverfront Crossings Master Plan, provides needed housing supply and will help support the nearby commercial district. By supporting the tax credit application, the City will be allowing the developer to leverage significant state resources that could otherwise go to projects outside of our community. If the City Council approves this request, the application to IEDA will be the responsibility of the applicant, Kevin Digmann, who will also be present at the Council meeting for any questions. May 1, 2017 Tracy Hightshoe City of Iowa City 410 Washington Street Iowa City, IA 52240 RE: Request for a supporting resolution for Workforce Housing Tax Credit at 620 S Dubuque St PROJECT- DUBUQUE ST 36-PLEX Dear Tracy, The property at 620 South Dubuque Street is a small building with 2,360 square feet of commercial space. We plan on replacing the building with 36 residential units and approximately 2,500 square feet of commercial space on the first Floor. The units will be a mix of 1, 2, and 3 bedroom units that range from 675 to 1,100 square feet. There also will be two levels of underground parking. The building will follow the River Crossings District form based code requirement. All of the units will meet the guidelines for the State of Iowa Workforce Housing Tax Credit program and Dubuque and Prentiss Investments wishes to apply for this tax credit. Our target market for these units is downtown area workers and students looking for workforce housing close to downtown. The building design incorporates an 4,700 square foot pedestrian street which will provide the tenants with lots of outdoor living space. Sincerely, que & Prenti vestments, Kevin Digmann 3d VIEW F U 5 I.&N DUBUQUE STREET APARTMENTS PHASE 2 HodgE Z O F a F u 5 i &tv DUBUQUE STREET APARTMENTS PHASE 2 ", o FUSI.-�N DUBUQUE STREET APARTMENTS PHASE FUS[,ON YIOWM� sa¢ fN.m �F� AYE WM1�r OY�OH �np.vo P�lTl�WT'. DUBUQUE STREET APARTMENTS PHASE 2 HodgE 115 Prepared by: June Nasby, Buyer II, 410 E. Washington St., Iowa City, IA 52240; (319) 356-5076 RESOLUTION NO. 17-181 RESOLUTION AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST AN AGREEMENT BY AND BETWEEN THE CITY OF IOWA CITY AND ELEVATE ENERGY TO PROVIDE CONSULTANT SERVICES FOR THE DEVELOPMENT OF THE CITY'S CLIMATE ACTION AND ADAPTATION PLAN. WHEREAS, the City Council has established greenhouse gas emissions reduction targets of 26- 28% from 2005 levels by 2025 and 80% by 2050; and WHEREAS, to achieve these goals, the City will develop its first Climate Action and Adaptation Plan that will define the community's climate challenges; tie together the City's existing and developing sustainability initiatives, strategies and plans; establish a set of climate action strategies, implementation plans and metrics for measuring progress, lowering community -wide greenhouse gas emissions; and analyze implementation strategies using Iowa City's equity toolkit in order to ensure benefits for all members of the community; and WHEREAS, the Climate Action Steering Committee will oversee the development of the Plan; and WHEREAS, the City desires the services of a qualified consultant to assist staff and the Climate Action Steering Committee in the development of the Climate Action and Adaptation Plan; and WHEREAS, the City issued a Request for Proposal (RFP) on December 9, 2016 to procure the desired consulting services; and WHEREAS, the City received twelve proposals in response to the RFP; and WHEREAS, an evaluation committee composed of members representing the City of Iowa City, reviewed and scored the proposals and selected Elevate Energy of Chicago, Illinois, who met the City's requirements; and WHEREAS, the City has negotiated a Consultant Agreement with Elevate Energy to provide said services; and WHEREAS, the total cost of Elevate Energy's consulting services fee is not to exceed $81,775, which exceeds the City Manager's spending authority of $60,000, thus requiring City Council approval; and WHEREAS, funds for this purchase are available in account # 10610150-432060; 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 City Manager and City Clerk are hereby authorized and directed to execute the attached Consultant Agreement. 2. The City Manager is authorized to execute contract amendments that are deemed necessary to complete the above-named project. Resolution No. 17-181 Page 2 Passed and approved this 16th day of May 20 17 MAYOR Jr Approved by ATTEST: CITYCkERK City A orney's Office Resolution No. Page 3 17-181 It was moved by Mims and seconded by Thomas Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: ABSTAIN: % Botchway % Cole % Dickens x Mims % Taylor x Thomas x Throgmorton the CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this 16ih day of May, 2017, by and between the City of Iowa City, Iowa, a municipal corporation, hereinafter referred to as the CITY and Elevate Energy of Chicago, Illinois, hereinafter referred to as the CONSULTANT. WHEREAS, the CITY has sought a CONSULTANT to assist the community in the development of the CITY's first Climate Action and Adaptation Plan (hereinafter the Plan) which meets the Compact of Mayors (now Global Covenant of Mayors) greenhouse gas reduction target requirements and proposes data -driven actions and strategies to achieve a greenhouse gas (GHG) reduction target of 26-28% of the 2005 level of emissions by the year 2025 and 80% by 2050; and WHEREAS, in accordance with the CITY's Request for Proposal 17-60, Consulting Services for Climate Action and Adaptation Plan, the CONSULTANT proposed to present a comprehensive, robust, and innovative Plan that will define the community's climate challenges, and the challenges and opportunities it faces in meeting ambitious climate and GHG reduction goals; serve as a mechanism to tie together the City's existing and developing sustainability initiatives, strategies and plans for the community goals and establish a set of climate action strategies, implementation plans and metrics for measuring progress, lowering community -wide greenhouse gas emissions; and analyze implementation strategies using Iowa City's equity toolkit in order to ensure benefits for all members of the community. 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 perforin the following services for the CITY, and to do so in a timely and satisfactory manner. The CONSULTANT shall assist the CITY in developing a new Climate Action and Adaptation Plan with a vision that is transformative and engaging, and capable of achieving deep emissions reductions. The Plan will review CITY GHG reduction goals of 26-28% for 2025 and 80% by 2050, and present a Plan to meet or exceed these reduction goals. The Plan will integrate measures that improve quality of life, build prosperity and enhance community resilience. The Plan will be presented in a format that is visually appealing, easy to understand, and can easily be translated to a variety of media for different audiences. Most importantly, the creation of the Plan is intended to mobilize the community towards change and create strategies and metrics to measure its success. The CONSULTANT will provide a Climate Action and Adaptation Plan utilizes, aligns with and conforms to the following: Compact of Mayors (now Global Covenant of Mayors) requirements STAR Community Rating System CDP online software tools such as CRAFT (Climate Risk and Adaptation Framework and Taxonomy) and other relevant tools Page 1 of 7 • Future Iowa City climate projections from the report "Climate in the Heartland" A. Resources to be Provided by CITY to CONSULTANT The CITY will provide the following items to the CONSULTANT to facilitate the Project Plan: 1. A project manager — Sustainability Coordinator 2. An advisory committee — Council appointed Climate Action Steering Committee 3. Copies of all existing CITY community -wide prior greenhouse gas inventories 4. Access to all applicable CITY records 5. Assistance with logistics and scheduling of community meetings B. Plannine Process Components CONSULTANT will be responsible for coordination of the Climate Action Steering Committee, project planning and compilation of the final report to be provided to the City Council. The process will include: committee and subcommittee organization, committee deliberation, public engagement, staff outreach, plan draft development, presentation to the City Council, and event to launch plan. Climate Action Steering Committee • Assist the CITY in convening and leading the Climate Action Steering Committee that is charged with overseeing the development of the desired Plan. Technical Advisors • Assist the Climate Action Steering Committee in connecting with technical advisors that have subject area expertise in each of the sectors. The technical advisors will provide visionary leadership and technical guidance to produce the desired Plan. Community Outreach and Engagement • Identify best practices for resident and stakeholder engagement, and education. Organize the outreach and engagement efforts at various points in the process. C. Deliverables The CONSULTANT shall provide a Climate Action Plan and presentation of materials that shall address the following sectors: residential energy, commercial energy, industrial energy, transportation, water, and waste. The Plan will be formatted to include measurable actions and include cost effectiveness. Plan Components: CONSULTANT shall review current conditions by reviewing previous emissions inventories. Reduction Targets • CONSULTANT shall develop a descriptive roadmap for achieving the 2025 reduction goal in each of the sectors. The roadmap shall include policies, programs, measures, projects, infrastructure, and community actions. The roadmap shall seek to Page 2 of 7 synergize mitigating emissions as well as adapting to current and future climate change impacts such as increased temperatures and precipitation. • CONSULTANT shall identify near-term actions that can be achieved or in place by 2025 with measurable indicators. • CONSULTANT shall quantify each proposed measure's potential emission reduction. etc. • CONSULTANT shall quantify each proposed measure's cost and benefit. • CONSULTANT shall estimate timeline of implementation for each measure. • CONSULTANT shall identify who will be responsible for each measure. Identify associated co -benefits of each measure. • CONSULTANT shall identify responsible CITY divisions, community institutions, • CONSULTANT shall ensure the collective actions positively impact all populations and move the CITY toward greater social equality. • CONSULTANT shall develop a long-term vision that is bold and transformative for the CITY in each of the sectors with 80% reduction by the year 2050. 2. Climate Adaptation • CONSULTANT shall provide an assessment of the risks that Iowa City is likely to face as the impacts of climate change become more severe. Risks assessed shall include, but will not be limited to, flooding, increased heat waves, warmer temperatures, increased precipitation, air quality, and drought. • CONSULTANT shall provide a community vulnerability analysis to each risk with consideration to the diversity in Iowa City. • CONSULTANT shall develop measures to implement to prepare and adapt for the impacts of the identified risks. These measures will include infrastructure and community-based programming. • CONSULTANT shall ensure that the Plan provides benefits to all populations from proposed implementation measures. 3. Community Action Toolkit • CONSULTANT shall incorporate the best practices, informed by lessons learned from the community workshops, into a Climate Action Community Toolkit that can be used by Iowa City residents, businesses and neighborhood associations. 4. Monitoring, Evaluation and Reporting • CONSULTANT shall develop a system for monitoring and evaluating progress utilizing CDP, and other tools. CONSULTANT shall develop a template for annual reporting that can easily be communicated through a variety of media. 5. Resource Analysis • CONSULTANT shall provide an analysis of the labor and financial resources required by the CITY to develop, implement, monitor and evaluate plan programs and projects. Page 3 of 7 II. TIME OF COMPLETION The planning process outlined below will not exceed a 12 -month period following execution of this agreement. The CONSULTANT shall complete the following phases of the Project in accordance with the agreed upon schedule. Task One Project Startup I Review and Analyze the CITY's existing greenhouse gas inventories Task Two CITY Policy and Ordinance Review I Review STAR climate goals, Compact of Mayors requirements Task Three Information Gathering with Technical Advisors and Community Outreach and Engagement. Task Four Prioritization of Implementation Strategies and cost effectiveness Task Five Draft Plan Issued to CITY Final Products Issued to CITY Task Six Event Rollout to the Public III. GENERAL TERMS A. The CONSULTANT shall not commit any of the following employment practices and agrees to prohibit the following practices in any subcontracts. 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. The CONSULTANT has completed the CITY's Wage Theft Affidavit. If the CITY becomes aware that CONSULTANT (including an owner of more than 25% of the entity has admitted guilt or liability or been adjudicated guilty or liable in any judicial or administrative proceeding of committing a repeated or willful violation of the Iowa wage Payment Collection law, the Iowa Minimum Wage Act, the Federal Fair Labor Standards Act or any comparable state statute or local ordinance, which governs the payment of wages, within the five (5) year period prior to the award or at any time after the award, such violation shall constitute a default under the contract. C. 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 Page 4 of 7 terminate this Agreement upon seven (7) calendar days' written notice to the CONSULTANT. D. This Agreement shall be binding upon the successors and assigns of the parties hereto, provided that no assignment shall be made without the written consent of all Parties to said Agreement. G. 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. F. 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. G. 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. H. At the request of the CITY, the CONSULTANT shall attend meetings of the City Council relative to the work set forth in this Agreement. Any requests made by the CITY shall be given with reasonable notice to the CONSULTANT to assure attendance. I. 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. J. The CITY agrees to tender the CONSULTANT all fees in a timely manner, excepting, however, that failure of the CONSULTANT to satisfactorily perform in accordance with this Agreement shall constitute grounds for the CITY to withhold payment of the amount sufficient to properly complete the Project in accordance with this Agreement. K. Should any section of this Agreement be found invalid, it is agreed that the remaining portion shall be deemed severable from the invalid portion and continue in full force and effect. L. Upon signing this agreement, CONSULTANT acknowledges 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. Page 5 of 7 M. 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. N. No Modifications to the Scope of Services or other contract terms can be made without the written consent of both parties. For purposes of this clause, e-mail is to be considered a writing. Authority to approve changes from the CITY side is vested solely with the City Manager, unless the City Manager delegates that authority to another named CITY employee in writing. IV. COMPENSATION FOR SERVICES CONSULTANT shall provide the Scope of Services which shall be charged at the hourly rates set forth below for the personnel who perform the services: PERSONNEL CLASSIFICATION RATE Consultant $90.00 Technical Advisor $125.00 Technical Consultant $125.00 Project Manager $130.00 Senior Consultant $130.00 Project Advisor $140.00 Said fees shall not exceed $81,775.00. The anticipated fee breakdown for each project is shown below. Task 1: Project Start-up/Review and $10,500.00 Analyze the CITY's existing GHG inventories Task 2: CITY Policy and Ordinance $12,850.00 Review/Review STAR climate goals and Compact of Mayors Requirements Task 3: Information Gathering with $17,955.00 Technical Advisory/Community Outreach and Engagement Task 4: Prioritization of $14,215.00 Implementation Strategies and Cost Effectiveness Page 6 of 7 Task 5: Draft Plan Issued to the $13,040.00 CITY/Final Products Issued to the CITY Task 6: Event Rollout to the Public $13,215.00 Total Not to Exceed Fee $81,775.00 V. MISCELLANEOUS A. 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. B. 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. C. The following documents are hereby incorporated into this Agreement by this reference, in order of precedence: RFP #17-60 for Consulting Services for Climate Action and Adaption Plan, the CONSULTANT'S Proposal, and any subsequent written language agreed upon by the parties. FOR IOWA CITY By: Title: City Manager Date: May 16, 2017 ATTEST:g.. O Page 7 of 7 1"ROVOICEGINZ611 Title: Chief Program Officer Date: May 8, 2017 owed b Cit tto iey's Office )x Date 'r CITY OF IOWA CIT ^� COUNCIL ACTION REPO 15 May 16, 2017 Resolution authorizing and directing the City Manager to execute and the City Clerk to attest an agreement by and between the City of Iowa City and Elevate Energy to provide consultant services for the development of the City's Climate Action and Adaptation Plan Prepared By: Brenda Nations, Sustainability Coordinator Reviewed By: John Yapp, Development Services Coordinator Ashley Monroe, Assistant City Manager Fiscal Impact: The total cost of the project will be $60,000 budgeted in 10610150-432060 in the Sustainability Programs Fund; the balance of $21,775 will be funded with contingency or reserve funds. Recommendations: Staff: Approval Commission: N/A Attachments: Resolution, Consultant Agreement Executive Summary: In order to achieve the greenhouse gas (GHG) reduction targets set by City Council before 2025 and 2050, Iowa City will be developing its first Climate Action and Adaptation Plan. In order to fulfill all components of the plan, the City used a request for proposal process to solicit a consultant specializing in climate mitigation and adaptation efforts. City Purchasing received proposals from twelve qualified vendors and distributed them to an evaluation committee comprised of City representatives. Councilman Rockne Cole, Councilwoman Pauline Taylor, City Manager Geoff Fruin, Assistant City Manager Ashley Monroe, and Sustainability Coordinator Brenda Nations individually reviewed the proposals based on the criteria set forth in the request for proposal document. After careful review of the proposals, presentation, follow-up questions, review of references, and negotiations, the evaluation committee recommends Elevate Energy, of Chicago, Illinois to receive the contract. Elevate Energy will work collaboratively with CNT and Inova Energy Group. For a consulting services fee not to exceed $81,775, the consultant will perform research, analysis, public engagement, and create a Climate Action and Adaptation Plan. Background / Analysis: The Climate Action and Adaptation Plan will propose data -driven actions and strategies to achieve community -wide greenhouse gas (GHG) reduction targets of 26-28% below 2005 emission levels by the year 2025 and 80% by 2050. These reduction goals were set by the City Council, who has also appointed a Climate Action Steering Committee to assist in the plan development. The Steering Committee is composed of a broad spectrum of community stakeholders and five at -large community members with a variety of experience and technical expertise. In order to ensure benefits for all members of the community, a concerted effort is proposed to engage the public in a variety of ways, including but not limited to several public meetings and an online platform. As part of the planning process, the City and consultant aim to analyze CITY OF IOWA CITY COUNCIL ACTION REPORT implementation strategies using Iowa City's equity toolkit. Technical advisors and the Steering Committee will be consulted to ensure local interests are met and sufficient methodology is applied. In support of the Council's Strategic Plan initiatives, the Climate Action and Adaptation Plan will also integrate measures that improve quality of life, build prosperity and enhance community resilience. The recommended consultant, Elevate Energy, plans to work collaboratively with City staff, the Steering Committee, technical advisors and other community representatives. The planning process, public input phases, and development of the Climate Action and Adaptation Plan is to be completed in twelve months. Prepared by: Simon Andrew, Assistant to the City Manager, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5010 RESOLUTION NO. 17-182 RESOLUTION OF SUPPORT FOR THE IOWA CITY COMMUNITY SCHOOL DISTRICT'S 2017 GENERAL OBLIGATION BOND REFERENDUM WHEREAS, the Iowa City Community School District (ICCSD) Board of Education plans to submit a ballot proposition to voters approving the issuance of General Obligation Bonds; and WHEREAS, the referendum election is planned for September 12, 2017; and WHEREAS, bond proceeds will fund projects in the ICCSD Facilities Master Plan; and WHEREAS, the City Council's Strategic Plan emphasizes fostering healthy neighborhoods, enhancing intergovernmental relations, and specifically states that the City Council will, "provide timely and appropriate input on the ICCSD's planned 2017 bond referendum'; and WHEREAS, the ICCSD Facilities Master Plan complements the City of Iowa City's ongoing efforts to strengthen neighborhoods through infrastructure investments, investments in the community's housing stock, and programs designed to serve the community's youth; and WHEREAS, the City Council previously endorsed ICCSD facility improvement funding and 2013 Revenue Purpose Statement in Resolution 13-25; and WHEREAS, voter approval of the 2017 ICCSD bond referendum will help the School District and the City of Iowa City achieve our shared vision of equitable educational opportunities, healthy neighborhoods, and a strong commitment to our community's youth. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, that the City Council supports ICCSD's Facilities Master Plan process and encourages voters to approve the 2017 ballot proposition authorizing the issuance of General Obligation Bonds to fund projects in the Facilities Master Plan. Passed and approved this 16th day of May —,20 17 ATTEST: _ 4 CI GL RK L. YOR loved by City Attorney's Office lLo Resolution No. 17-182 Page 2 It was moved by trims and seconded by Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: ABSTAIN: Dickens the Botchway Cole Dickens Mims Taylor Thomas Throgmorton 1r 1CITY OF IOWA CITrujn ;rItlot N COUNCIL ACTION REPO 16 May 16, 2017 Resolution of support for the Iowa City Community School District's 2017 General Obligation Bond referendum Prepared By: Simon Andrew, Assistant to the City Manager Reviewed By: Geoff Fruin, City Manager Fiscal Impact: None Recommendations: Staff: Approval Commission: N/A Attachments: Resolution Executive Summary: The City Council's 2016-2017 Strategic Plan identifies, "Provide timely and appropriate input on the [Iowa City Community School District's] ICCSD's planned 2017 bond referendum" as an action item under the goal of "Enhance Community Engagement and Intergovernmental Relations." At the April 25, 2017 ICCSD Board of Directors meeting, the Board approved ballot language for the District's 2017 General Obligation Bond referendum. The referendum election is planned for September 12, 2017. City Council was forwarded the approved ballot language in the April 27, 2017 information packet. Council directed staff to prepare a resolution supporting the bond referendum for Council consideration. This resolution of support is on Council's May 16, 2017 formal agenda. Background / Analysis: ICCSD has planned a number of facility projects that further the District's ten-year Facilities Master Plan. Projects already completed or underway in the first five years of the plan were funded largely through Iowa Secure Vision for Education (SAVE) and Physical Plant and Equipment Levy (PPEL) dollars. Projects in the next five years of the plan are expected to be funded with General Obligation Bond dollars. The cost of the improvements that will be funded with GO Bonds is such that voter approval is required. The ICCSD Board of Directors approved the following ballot language for the September 12, 2017 referendum election: Shall the Board of Directors of the Iowa City Community School District in the County of Johnson, State of Iowa, be authorized to contract indebtedness and issue General Obligation Bonds in an amount not to exceed $191,525,000 to provide funds to address health, safety, and accessibility issues in all school buildings, including air conditioning all school buildings, reducing the use of temporary classroom structures in the District, addressing classroom, lunchroom, and gymnasium overcrowding, and dedicating rooms to art, music, prekindergarten, and science by constructing, furnishing and equipping a new building, constructing additions to and/or remodeling, repairing, and improving the school buildings remaining in the District's Facilities Master Plan, as follows: Mann and Lincoln renovations, Liberty High athletic facilities construction and site improvements, new elementary school construction in North Liberty and site improvements, West High renovation, South East and North Central Junior High additions, CITY OF IOWA CITY COUNCIL ACTION REPORT Shimek renovation, City High addition and upgrades, Wood addition, Wickham upgrades, Garner and Northwest additions, Liberty High addition, Horn renovation, Kirkwood addition, Borlaug, Alexander, and Lemme additions, and Tate High addition and upgrades? In 2013, the City Council also supported ICCSD's ballot language for the Revenue Purpose Statement (RPS) special election. Voter approval of the RPS was required for the allocation of SAVE dollars to Facilities Master Plan projects, and City Council supported this ICCSD action through Resolution 13-25. Voters approved the RPS 56% to 44% in the affirmative. The 2017 GO bond referendum will require a 60% supermajority in order to pass. ICCSD's Facilities Master Plan complements a number of City Council goals, including supporting healthy neighborhoods, enhancing intergovernmental relations, and equitable programing for our community's youth. f Julie Voparil Late Handouts Distributed From: Sent: To: Subject: Dear Council Members, mg9425@mchsi.com Tuesday, May 16, 2017 1:09 AM Council ICCSD BOND REFERENDUM SUPPORT s//V/1 (Date) I am writing to request that you NOT endorse the Iowa City's Community School District's (ICCSD's) bond referendum, which will require us to pay additional property taxes out to the year 2042. (1 am assuming council person Botchway, who works for the ICCSD school district, will remain neutral or abstain from voting). 1. Voters vote on bond ballot language, NOT pictures, promises, designs, and advertising. The bond ballot language supports the school district spending up to $191.525 million but is otherwise vague --there is NO dollar amount tied to specific projects NOR is the location of individual schools specified so just as we got a new school named after an old school (Hoover), the superintendent and future boards could decide to close an existing Iowa City school and build a new one outside of Iowa City with the same name (or a different name for that matter). 2. If this bond referendum is approved, future school board elections have the potential to get very ugly as different district factions and people fight about how to spend the $191.525 million dollars, especially as district leadership has said its facilities master plan could change. Unfortunately, the potential for future divisiveness is enormous if the bond referendum passes. 3. The school board was NOT unanimous in its decision to approve going forward with the bond vote in September --a huge problem. A better approach would have been for the board to work to gain a consensus. 4. When one of the board bond dissenters, Harvard educated lawyer and former federal law clerk Chris Liebig, expresses concerns, including overbuilding capacity (see his "Another Blog About School" blog at http://anotherblogaboutschool.blogspot.com/2017/05/why-i-dont-support-bond-proposal-short.html, it would behoove everyone to examine the factual premises underlying ICCSD's facilities plan more closely. I would encourage you to consider the opinions of all board members, including local business person Phil Hemingway, Lori Roetlin, etc. Also see http://anotherblogaboutschool.blogspot.com/2017/05/something-for-everyone.html. And here is the board video where the divided vote occurred: http://www.boarddocs.com/ia/iccsd/Board.nsf/goto?open&id=A8TQRL615160 5. 1 support Iowa City's council remaining neutral on the bond referendum. I understand from various bond meetings I have attended that bond referendum ballot language was left deliberately vague so that ICCSD would have a lot of "flexibility" to make future changes --not good. If the board majority has such confidence in its plan, it should have made the bond ballot language more specific and accountable to us voters. 6. Affordable housing is an issue in Iowa City. If this bond gets voted in, property owners are going to pay more taxes than they would otherwise (some might consider the amount significant) and even those who rent rather than own property will be affected for landlords may pass on the increase in school property taxes to their tenants in the form of increased rent. Small businesses may also see their rent and taxes increase, as many business leases require the tenant, and not the landlord, to pay the property tax. 7. The claim by supporters that the facilities plan is "on time and on/under budget" translates into a lot of change orders over time (so I am skeptical to say the least). Finally, one can still support education and children without supporting a vague bond referendum. Given the length of time we will pay on this bond, if approved --out to the year 2042 --we deserve better so I would again request that the council remain neutral. Below is the ballot language. boludivi({ zjuobasH ju i Apr 25, 2017 - ICCSD Board of Directors meeting re motion to approve general obligation bond language set forth below (found at http://www.boarddocs.com/ia/iccsd/Board.nsf/goto?open&id=AUMUR5C6745) "Shall the Board of Directors of the Iowa City Community School District in the County of Johnson, State of Iowa, be authorized to contract indebtedness and issue General Obligation Bonds in an amount not to exceed $191,525,000 to provide funds to address health, safety, and accessibility issues in all school buildings, including air conditioning all school buildings, reducing the use of temporary classroom structures in the District, addressing classroom, lunchroom, and gymnasium overcrowding, and dedicating rooms to art, music, prekindergarten, and science by constructing, furnishing and equipping a new building, constructing additions to and/or remodeling, repairing, and improving the school buildings remaining in the District's Facilities Master Plan, as follows: Mann and Lincoln renovations, Liberty High athletic facilities construction and site improvements, new elementary school construction in North Liberty and site improvements, West High renovation, South East and North Central Junior High additions, Shimek renovation, City High addition and upgrades, Wood addition, Wickham upgrades, Garner and Northwest additions, Liberty High addition, Horn renovation, Kirkwood addition, Borlaug, Alexander, and Lemme additions, and Tate High addition and upgrades?" Motion to approve the proposed General Obligation Bond language. Motion by Paul Roesler, second by Brian Kirschling. Final Resolution: Motion Carries Yea: LaTasha DeLoach, Lori Roetlin, Brian Kirschling, Chris Lynch, Paul Roesler Nay: Christopher Liebig, Phil Hemingway Sincerely, Mary Mary Murphy 890 Park PI. Iowa City, IA 52246 319/400-7426 mg9425@mchsi.com https://marymurphyiowa.wordpress.com/ /6 Julie Voparil From: Carol deProsse <lonetreefox@mac.com> Sent: Tuesday, May 16, 2017 8:09 AM To: Council Subject: ICCSD Bond Issue Resolution of Support (Date) Council: I think it extremely inappropriate for you to take a vote on a resolution that supports the school bond issue. It is early in the game and you have not heard or read the arguments against passing this enormous bond and there are many. Would you like it if the School Board took a vote on whether or not they favored a proposed bonding matter that included a very large TIF for a development project that was under consideration by the Council? It's even more wrong to poke your nose into something the public will have a vote on in over three months. Please, let the Council do its business and let the school board do theirs and let the voters decide this issue. The way it is now it looks like a mild form of back room dealing by proponents - and the opponents have been caught unaware, which is unfair. Carol Prepared by: Geoff Fruin, City Manager, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5010 RESOLUTION NO. 17-18 RESOLUTION REAFFIRMING THE. CITY OF IOWA CITY LAW ENFORCEMENT NON- DISCRIMINATION POLICY WHEREAS, the mission statement of the Iowa City Police Department proclaims a primary objective of pursuing the ideal of a community free from crime and disorder in a fair, responsive and professional manner; and WHEREAS, effective law enforcement practice is dependent on the ability of police employees to establish mutual trust and respect of all persons in the community; and WHEREAS, law enforcement decisions, including traffic or pedestrian stops, made on the basis of one's race or other protected characteristics violate fundamental civil rights and numerous law enforcement mission and value statements as well as essential duties under the City of Iowa City policies and laws, the Iowa Code and the United States Constitution; and WHEREAS, City of Iowa City Resolution 01-41expresses that "The Iowa City Police Department will continually conduct an examination of traffic enforcement strategies, and if appropriate, refine mission and value statements, training programs, field supervision, and the evaluation and documentation of citizen complaints and related responses to citizens, to ensure that racial profile traffic and pedestrian stops are not being employed by individuals within the Police Department and that citizens are treated equally and fairly pursuant to the Iowa and United States Constitution"; and WHEREAS, since the adoption of Resolution 01-41 the Iowa City Police Department has sought to collect data on traffic stops, refine employee training programs, update policies and operational standards, and conduct outreach programs aimed to eliminate racial profiling, heighten awareness of implicit bias, and build trust and respect between law enforcement and all communities and persons in Iowa City; and WHEREAS, the Iowa City Police Department does not tolerate discriminatory acts and racial profiling practices and is constantly working to strengthen relationships in the community in order to serve all persons equally and fairly. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, that the City Council of Iowa City reaffirms its commitment to the 2001 Law Enforcement Non -Discrimination Policy and urges the City Manager and Police Chief to continually seek ways to ensure that such discriminatory acts do not take place in our community, and further provide our Police Department employees with the resources, trainings and other support needed for them to effectively build mutual respect with all persons they serve so that they can carry out their duties in the most efficient, productive and safe manner. Passed and approved this 16th day of May 2017, MAYOR ATTEST: V �CI RK p roved by S - iD- I% City Attorney's Office Resolution No. Page 2 17-183 It was moved by Dickens and seconded by Resolution be adopted, and upon roll call there were: AYES NAYS: ABSENT: x ABSTAIN: Thomas the Botchway Cole Dickens Mims Taylor Thomas Throgmorton CITY OF IOWA CIT ,16-17 COUNCIL ACTION REPO 17 Click here to enter a date of council meeting. Resolution reaffirming the City of Iowa City Law Enforcement Non - Discrimination Policy Prepared By: Geoff Fruin, City Manager Reviewed By: Jody Matherly, Police Chief Eleanor Dilkes, City Attorney Fiscal Impact: N/A Recommendations: Staff: Approval Commission: N/A Attachments: Adopted Resolution 01-41, Proposed Resolution Executive Summary: At the April 18th work session, the City Council requested that staff prepare a resolution on the topic of racial profiling. Staff has prepared a resolution reaffirming a 2001 City Council resolution that adopted the Law Enforcement Non -Discrimination Policy. Both the 2001 adopted resolution and the proposed resolution are attached. Since the adoption of the 2001 resolution, the Iowa City Police Department has sought to collect data on traffic stops, refine employee training programs, update policies and operational standards, and conduct outreach programs aimed to eliminate racial profiling, heighten awareness of implicit bias, and build trust and respect between law enforcement and all communities and persons in Iowa City. Examples of this ongoing effort include expanded outreach programs, broadened training programs, enhanced partnerships with St Ambrose University on traffic stop analysis and recently updated Department orders on racial profiling and civil rights. The Police Department remains committed to the primary objective in its mission statement, which includes pursuing the ideal of a community free from crime and disorder in a fair, responsive and professional manner. RESOLUTION NO. 01-4i RESOLUTION ADOPTING CITY OF IOWA CITY LAW ENFORCEMENT NON- DISCRIMINATION POLICY. WHEREAS, the mission statement of the Iowa City Police Department proclaims a primary objective of pursuing the ideal of a community free from crime and disorder in a fair, responsive, and professional manner, and WHEREAS, effective law enforcement rests upon the integrity of law enforcement and the mutual trust and respect of our citizens; and WHEREAS, professional law enforcement agencies should not endorse, by training or policy, enforcement practices dependent on racial profiling; and WHEREAS, traffic laws serve to promote the safe and efficient use of the transportation system and the enforcement of traffic laws Is an essential element In reducing deaths and injuries caused by motor vehicle crashes; and WHEREAS, proactive traffic enforcement efforts based on probable cause, reasonable suspicion or other constitutional practices have been proven to reduce street crimes and Increase the apprehension of criminal offenders; and WHEREAS, traffic enforcement annually leads to the interdiction of illegal substances and stolen property; and WHEREAS, there is a reported perception that some law enforcement officers in our country engage in discriminatory traffic enforcement practices through racial profiling; and WHEREAS, the reported perception and the underlying issue of discrimination through racial profiling Is of paramount concern to law enforcement agencies as well as the communities these agencies serve; and WHEREAS, traffic stops made on the basis of a motorist's race violate fundamental civil rights and numerous law enforcement mission and value statements as well as our duties under the City of Iowa City policies and laws, the Iowa Code and the United States Constitution. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: The Iowa City Police Department will continually conduct an examination of traffic enforcement strategies, and if appropriate, refine mission and value statements, training programs, field supervision, and the evaluation and documentation of citizen complaints and related responses to citizens, to ensure that racial profile traffic and pedestrian stops are not being employed by Individuals within the Police Department and that citizens are treated equally and fairly pursuant to the Iowa and United States Constitutions. Resolution No. 01-41 Page 2 Passed and approved this 20th day of February 20 01 YOR An oved by ATTEST: " 37V L nmjj2. CITY -CLERK City Attorney's Office It was moved by Wilburn and seconded by n'0onnell the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: x Champion X Kanner _ x Lehman X O'Donnell X Pfab X Vanderhoef Wilburn cbfteWadapd.dw