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HomeMy WebLinkAbout2009-04-20 Resolution,_ - 5c 10 Prepared by: Marian K. Kan, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5043 RESOLUTION NO. 09-114 RESOLUTION TO ISSUE DANCING PERMIT BE IT RESOLVED BY THE CITY COUNCIL OF IOWA CITY, IOWA, that a Dancing Permit as provided by law is hereby granted to the following named person and at the following described locations upon his/her filing an application, having endorsed thereon the certificates of the proper city officials as to having complied with all regulations and ordinances, having a valid beer, liquor, or wine license/permit, to wit: Loyal Order of Moose Lodge ~~1096 - 3151 Highway 6 East Passed and approved this 20th day of April , 20 09 R Approv y ATTEST: /~ ~c,~i ~~ CIT CLERK cry City Attorney's Office is ~ y~e] It was moved by xayek and seconded by o' Donnell the Resolution be adopted, and upon roll call there were: AYES: x x ~_ x x ~_ X NAYS: ABSENT: Bailey Champion Correia Hayek O'Donnell Wilburn Wright M~8 5f 1 Prepared by: Susan Dulek, Asst. City Attorney, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5030 RESOLUTION NO. 09-121 RESOLUTION AUTHORIZING THE MAYOR TO SIGN AND THE CITY CLERK TO ATTEST TO AN AGREEMENT WITH RIVERSIDE THEATRE THAT ALLOWS THE SALE OF WINE AND BEER UNDER LIMITED CIRCUMSTANCES IN CITY PARK FROM JUNE 10, 2009 THROUGH JULY 12, 2009. WHEREAS, section 4-5-3D of the City Code allows private entities to sell wine and beer and persons to consume wine and beer in a city park, on public right-of-way or on a city ground excluding public buildings under limited circumstances; WHEREAS, Riverside Theatre would like to be able to sell wine and beer in City Park in conjunction with Riverside Theatre Shakespeare Festival performances and related events from June 10, 2009 through July 12, 2009; 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 Mayor is authorized to sign and the City Clerk to attest to the attached agreement. Passed and approved this 20th day of April , 2009. `~ / / Appro d b~/ ATTEST: ~ ~/ CIT ~ LERK City Attorney's Office sue/ord&res/BardRes.doc Resolution No Page 2 09-121 It was moved by Hayek and seconded by adopted, and upon roll call there were: AYES: NAYS: _~_ x x x x X x O'Donnell ABSENT: the Resolution be Bailey Champion Correia Hayek O'Donnell Wilburn Wright wpdatalglossary/resolution-ic.doc AGREEMENT BETWEEN THE CITY OF IOWA CITY AND RIVERSIDE THEATRE TO ALLOW THE TEMPORARY AND LIMITED SALE, CONSUMPTION, AND POSSESSION OF BEER AND WINE IN CITY PARK This Agreement is made between Riverside Theatre (hereinafter "Riverside") and the City of Iowa City, a municipal corporation (hereinafter "City"), in Iowa City, Iowa. WHEREAS, Riverside is an "authorized entity" as that term is defined in Iowa City City Ordinance No. 04-4123, codified at section 4-5-3D of the City Code; WHEREAS, Riverside has applied for a license to sell beer and wine for 213 N. Gilbert Street, Iowa City, Iowa and intends to apply to transfer said license to an area in City Park in and around the Riverside Theatre Festival Stage; and WHEREAS, the parties wish to enter into an agreement to allow Riverside to sell beer and wine and to allow persons to possess and consume beer and wine under limited circumstances in City Park. THE PARTIES THEREFORE AGREE AS FOLLOWS: Authorized Site. In consideration for Riverside's promises herein, the City agrees to allow Riverside control over the following area within City Park from June 10, 2009 through July 12, 2009: The area shall begin at the northeast corner of the festival stage box office and continue on a straight line east 25 feet. The line will then make a right angle turn to the south and continue for 150 feet. The line will then make a right angle turn to the west and continue for 100 feet. The line will then make a right angle turn to the north and continue 50 feet until it meets the festival stage. ("authorized site") Attached, marked Exhibit A, and incorporated herein is an illustration of the authorized site. 2. Term. This agreement shall commence on June 10, 2009 and shall expire on July 12, 2009. 3. Access. Riverside shall take all reasonable steps to ensure that every person on the authorized site has a ticket or invitation to that day's event or is an employee of, an independent contractor of, or volunteer for Riverside and shall exclude any person who is not. 4. License. This agreement is void if Riverside does not have a license to sell beer or wine on the authorized site at any time during the period of June 10, 2009 through July 12, 2009. 5. Sale of Beer/Wine. Riverside shall only sell beer or wine to a person who is over twenty-one (21) years of age and who has a ticket or invitation to that day's event or is an employee of, an independent contractor of, or a volunteer for Riverside. 6. Advertisement. Riverside shall not, nor shall it allow anyone to, erect or place any sign or other matter advertising any brand of alcoholic liquor, beer, or wine upon the authorized site. 7. Inspection. City staff, including the Iowa City Police Department, may periodically inspect the authorized site without any prior notice to determine compliance with the terms of this agreement. 8. Debris and Trash. Riverside shall be solely responsible for collecting all debris and trash from the authorized site, and the City shall then remove the debris and trash. If Riverside fails to do so and if City staff has to collect the debris and trash from the authorized site, Riverside may be responsible for the cost incurred by the City, including staff time, and shall pay the costs in full within thirty (30) days of receiving an invoice. 9. Insurance. a) Premises Insurance. From June 10, 2009 through July 12, 2009, Riverside shall carry comprehensive general liability insurance for bodily injury and property damage on the authorized site in the amount of $1,000,000 (one million dollars) for each occurrence and $2,000,000 (two million dollars) in the aggregate and shall name the City as an additional insured. Riverside shall furnish a copy of a certificate of insurance for same, satisfactory to the City at the time of execution of this agreement. Riverside shall provide thirty (30) days notice to the City before cancellation of said insurance, and said cancellation shall automatically terminate this Agreement. b) Dram Shop Insurance. From June 10, 2009 through July 12, 2009, Riverside shall carry "dram shop" insurance in compliance with Iowa Code section 123.92 (2007) in the amount of $500,000 (five hundred thousand dollars). Riverside shall provide thirty (30) days notice to the City before cancellation of said insurance, and said cancellation shall automatically terminate this Agreement. 10. Indemnification. Riverside shall pay on behalf of the City all sums which the 2 City shall be obligated to pay by reason of any liability imposed upon the City for damages of any kind resulting from the use of the authorized sight or sale, consumption, or possession of beer or wine on the authorized site, whether sustained by any person or person, caused by accident or otherwise and shall defend at its own expense and on behalf of the City any claim against the City arising out of the use of the authorized site or sale, consumption, or possession of beer or wine on the authorized site. 11. Non-Discrimination. Riverside shall not discriminate against any person in employment or public accommodation because of race, religion, color, creed, gender identity, sex, national origin, sexual orientation, mental or physical disability, marital status or age. "Employment" shall include but not be limited to hiring, accepting, registering, classifying, promoting, or referring to employment. "Public accommodation" shall include but not be limited to providing goods, services, facilities, privileges and advantages to the public. 12. Termination. The City may terminate this agreement upon written notice for violation of any provision of this agreement. 13. Assignment and Subletting. Riverside shall not assign or sublet this agreement without prior written approval of the City. 14. Entire Agreement. This constitutes the whole agreement between the parties, and may be modified in writing only, duly signed by the parties. THE CITY OF IOWA CITY WITNESS: THE CITY OF IOWA CITY ~ / Maria K. Karr, City Clerk R e a D. Bailey, Mayor RIVERSIDE ACKNOWLEDGMENT 3 RIVERSIDE THEATRE STATE OF IOWA ) SS: JOHNSON COUNTY ) This instrument was acknowledged before me on 2009 by TDB ~/ }-(~p v L~9-~1 ~ of person(s)) authority, e.g, (name(s) as _~T,S , -i c. .~ ~ 2,.~,c ;~. ~` (type of officer, trustee, etc.) of Riverside Theatre. ~'P'~~L 9F :°~ ERIC R GOERS Commission Number72573~ i ' My Commissan Expkes '~w~ NOVEMBER ~, 2A0~ ry Public in and for the State of Iowa My Commission expires: CITY ACKNOWLEDGMENT STATE OF IOWA ) ss: JOHNSON COUNTY ) On this ~o~' day of APei~.. 2009, before me, the undersigned, a notary public in and for the State of Iowa, personally appeared Regenia D. Bailey and Marian K. Karr, to me personally known, who being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of said municipal corporation executing the within and foregoing instrument; that the seal affixed thereto is the seal of said municipal corporation; that said instrument was signed and sealed on behalf of said municipal corporation by authority of its City Council; and that the said Mayor and City Clerk as such officers acknowledged that the execution of said instrument to be the voluntary act and deed of said corporation, by it and by them voluntarily executed. ,~-~'us SONDRAE FORT _ Commission Number 159791 My Commission E~ires a~ i ~ F~ Notary Public in and for the State of Iowa My Commission expires: 3~~/.2Oi~ Approved by: City Attorney's Office 4 ~' .~~ ~ .. -d p ~~"----~ ~ oQ `"``,-.,,~ ~ ~ °o ~~ ~~- . 1D '~~1 ~ ~--~ ~ ~~ Q r -_ ~ ~~~ _ 1 ~ ~ ~,~ ~ 1 l ,~ ~ °'` l I .{ ,~ z o -~ ~~ r ~, s. 4-- 35~ ~. ° ,. .~.._ --- n ~ ~ ~. n ,- .~ Q o ~` x r CT ~ T T '" n ~' .~ . `~ ~ ~ rt ~° 3 ~ A ~ .k :~ ., __~___ , ~.~ 1 ~ \ n .r} ~ ~ c s ~'~t ~, `i' E . ,~ v ~. ~ G r`r d PV 0 n ~.. .. v v ~ . n o ~ ~ 'r ~' a ~ ° ~ ~ . ~ ~ rt ~ -- ,~. ._._ {~- ro /8 ~+~ 5f 2 Prepared by Kimberly Sandberg, Public Works, 410 E. Washington St., Iowa City, IA (319)356-5139 RESOLUTION NO. 09-122 RESOLUTION AUTHORIZING THE MAYOR TO SIGN AND THE CITY CLERK TO ATTEST A RENEWAL OF A LICENSE. AGREEMENT FOR TEMPORARY USE OF PUBLIC RIGHT-OF-WAY BETWEEN THE CITY OF IOWA CITY, LANDOWNER IOWA AVENUE PROPERTY LLC, AND TENANT 808 RESTAURANT 8~ NIGHTCLUB, INC. D/B/A 808 RESTAURANT & NIGHTCLUB, FOR A SIDEWALK CAFE WHEREAS, the City of Iowa City is the custodian and trustee of the public right of way within the City; and WHEREAS, Iowa Avenue Property LLC, as landlord, and 808 Restaurant & Nightclub, Inc., d/b/a 808 Restaurant & Nightclub, as tenant, applied for a renewal of a temporary use of the public right-of-way agreement at 121 Iowa Avenue, Iowa City, Iowa for a sidewalk cafe and anchored fencing thereon; and WHEREAS, City staff has reviewed the application, location, and specifications for the proposed sidewalk cafe and found these to be in compliance with City Code 10-3-3; and WHEREAS, such use of the public right-of-way is compatible with the public use thereof; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF IOWA CITY, IOWA THAT: The Mayor and City Clerk are hereby authorized and directed to respectively sign the 2009 renewal of License Agreement for Temporary Use of Public Right-of-Way, copy of which is on file with the Public Works Department. 2. The Public Works Department is hereby directed to record this Resolution and license agreement with the Johnson County Recorder at Applicant's expense. Passed and approved this 20th day of ATTEST: ~- CIT CLERK City Attorney's Office Approved by: Resolution No. 09-122 Page 2 It was moved by Hayek and seconded by adopted, and upon roll call there were: AYES: NAYS: x x X _~ x x x O'Donnel ABSENT: Bailey Champion Correia Hayek O'Donnell Wilburn Wright the Resolution be wpdata/glossary/resolution-ic.doc ~~~ --~4-~d-U9-- 5f(3) Prepared by Kimberly Sandberg, Public Works, 410 E. Washington St., Iowa City, IA (319)356-5139 RESOLUTION NO. 09-123 RESOLUTION AUTHORIZING THE MAYOR TO SIGN AND THE CITY CLERK TO ATTEST A RENEWAL OF A LICENSE AGREEMENT FOR TEMPORARY USE OF PUBLIC RIGHT-OF-WAY BETWEEN THE CITY OF IOWA CITY, LANDOWNER MARC MOEN ET AL, AND TENANT LINN STREET CAFE INC. D/B/A LINN STREET CAFE, FOR A SIDEWALK CAFE WHEREAS, the City of Iowa City is the custodian and trustee of the public right of way within the City; and WHEREAS, Marc Moen et al, as landlord, and Linn Street Cafe Inc., d/b/a Linn Street Cafe, as tenant, applied for a renewal of a temporary use of the public right-of-way agreement at 121 N. Linn St., Iowa City, Iowa for a sidewalk cafe and anchored fencing thereon; and WHEREAS, City staff has reviewed the application, location, and specifications for the proposed sidewalk cafe and found these to be in compliance with City Code 10-3-3; and WHEREAS, such use of the public right-of-way is compatible with the public use thereof; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF IOWA CITY, IOWA THAT: The Mayor and City Clerk are hereby authorized and directed to respectively sign the 2009 renewal of License Agreement for Temporary Use of Public Right-of-Way, copy of which is on file with the Public Works Department. 2. The Public Works Department is hereby directed to record this Resolution and license agreement with the Johnson County Recorder at Applicant's expense. Passed and approved this 20th day of ATTEST: - _ CI CLERK Approved by: City Attorney's Office ~ ` ~ `f `~ Resolution No. 09-123 Page 2 It was moved by Hayek and seconded by 0 ~ Donnell the Resolution be adopted, and upon roll call there were: AYES: x -~ x x x x NAYS: ABSENT: Bailey Champion Correia Hayek O'Donnell Wilburn Wright wpdata/glossary/resolution-ic.doc M-~~ 5f 4 Prepared by: Susan Dulek, Asst. City Attorney, 410 E. Washington Street, Iowa City, IA 52240 (319) 356-5030 RESOLUTION NO. 09-124 RESOLUTION AUTHORIZING THE MAYOR TO SIGN AND THE CITY CLERK TO ATTEST A SECOND, TWO-MONTH EXTENSION OF THE AGREEMENT WITH PUBLIC ACCESS TELEVISION, INC. WHEREAS, in Resolution No. 06-127, the City Council approved an agreement between the City of Iowa City and Public Access Television, Inc. ("PAN') for the provision of public access and community programming on cable television, which expires May 1, 2009; WHEREAS, PAN and the City are negotiating the terms of a new contract; and WHEREAS, it is in the best interest of the City to extend the term for two months to July 1, 2009 to allow sufficient time to complete the negotiations. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT the Mayor is authorized to sign and the City Clerk to attest to the Amendment to Agreement, a copy of which is attached. Passed and approved this 20th day of ATTEST: ~ ~ ~ ~tt~1,/ CI CLERK Approved by ~~ `~ ~~ ~ ~ - o ~ City Attorney's Office Resolution No. 09-124 Page 2 It was moved by Hayek and seconded by O'Donnell the Resolution be adopted, and upon roll call there were: AYES: x x X ~- x ~- x NAYS: ABSENT: Bailey Champion Correia Hayek O'Donnell Wilburn Wright wpdata/glossary/resolution-ic.doc S-" ~~' ~; ~..~ ~ AMENDMENT TO AGREEMENT This Amendment to Agreement between the City of Iowa City, a municipal corporation ("Iowa City"), and Public Access Television, Inc. ("PATV"), is being entered into in Iowa City, Iowa. WHEREAS, Iowa City and PATV entered into a contract entitled Agreement on April 26, 2006 for the provision of public access and community programming on cable television; WHEREAS, said Agreement terminates on May I; 2009; WHEREAS, the parties are negotiating a new contract but do not anticipate that they will conclude the negotiations prior to May 1, 2009; and WHEREAS, the parties wish to amend said Agreement by extending the term to July 1, 2009 to allow them sufficient time to negotiate a new contract. IT IS THEREFORE AGREED that: • Section 17 is amended by deleting it in its entirety and substituting in lieu thereof the following new Section 17: Section 17: This Agreement shall commence on May 1, 2006 and end on July 1, 2009, unless terminated earlier, as provided in this Agreement. This Agreement may be extended, by mutual written agreement of the Parties, for an additional three year period as set forth below. • All other terms and provisions of said Agreement remain in full force and effect. PUBLIC ACCEySS TELEVISION, INC. ,~ `' ~ ~ ~ 16 a F. gy. Date PATV ACKNOWLEDGMENT STATE OF IOWA ) ss: JOHNSON COUNTY ) This instrument was acknowledged before me on ~~~ ~! r' ~ ~~` 2009 by ~~ O ~ U ~ ~ yc~ i -~ (name(s) of person(s)) as ~?C~u---~~ y~ ~~ -~ ~~ r (type of authority, e.g, officer, trustee, etc.) of Public Access Television, Inc/. /. /~-e-- C L ~-~ /~ u7~r E'er Notary Public in and for the State of Iowa _, -;r -~u-rr~E r ^1819 My Commission expires: ~ S ~ 1 ~FJS~- I THE CITY OF IOWA CITY By: Attest:~~~2~~ ~. ~~ Marian K. Karr; City Clerk April 20, 2009 Date ~~ri 1 ?n ~ ~(ln9 Date CITY ACKNOWLEDGMENT STATE OF IOWA ) ss: JOHNSON COUNTY ) On this ,~o~~` day of ~PRI c, , 2009, before me, the undersigned, a notary public in and for the State of Iowa, personally appeared Regenia D. Bailey and Marian K. Karr, to me personally known, who being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of said municipal corporation executing the within and foregoing instrument; that the seal affixed thereto is the seal of said municipal corporation; that said instrument was signed and sealed on behalf of said municipal corporation by authority of its City Council; and that the said Mayor and City Clerk as such officers acknowledged that the execution of said instrument to be the voluntary act and deed of said corporation, by it and by them voluntarily e SONDRAEFORT i ~ Commission Number 159781 c • ow My~ommissi~ ExporeZS pn o(~c,p_ ~~ Notary Public in and for the State of Iowa Approved by: ~~ ~~..,,~~ City Attorney's Office s~ ~v~ AMENDMENT TO AGREEMENT This Amendment to Agreement between the City of Iowa City, a municipal corporation ("Iowa City"), and Public Access Television, Inc. ("PATV"), is being entered into in Iowa City, Iowa. WHEREAS, Iowa City and PATV entered into a contract entitled Agreement on April 26, 2006 for the provision of public access and community programming on cable television; WHEREAS, said Agreement terminates on May 1, 2009; WHEREAS, the parties are negotiating a new contract but do not anticipate that they will conclude the negotiations prior to May 1, 2009; and WHEREAS, the parti wish to amend said Agreement by extending the term to July 1, 2009 to allow them sufficient ti e to negotiate a new contract. IT IS THEREFORE AGRE~,p that: • Section 17 is amended b~ deleting it in its entirety and substituting in lieu thereof the following new Section 17: Section 17: This Agreemen shall commence o ay 1, 2006 and end on July 1, 2009, unless terminated earlie as provided in is Agreement. This Agreement may be extended, by mutual 'tten agreeme t of the Parties, for an additional three year period as set forth bel w. • All other terms and provisions of sad ~reement remain in full force and effect. PUBLIC ACCESS TELEVISION, INC. By: PATV A~C'KNO STATE OF IOWA ) ss: JOHNSON COUNTY ) This instrument was Date before me on 2009 by name(syof person(s)) as authority, e.g, officer, trustee, etc.) of Public Access Television, Inc. . (type of Notary Public in and for the State of Iowa My Commission expires: THE CITY OF IOWA CITY By: Regenia D. Bailey, Mayor Attest: Marian K. Karr, City Clerk Date Date CITY ACKNOWLEDGMENT STATE OF IOWA ) ss: JOHNSON COUNTY_ ) On this day of , 2009, before me, the undersigned, a notary public in and for the State o wa, personally ppeared Regenia D. Bailey and Marian K. Karr, to me personally known, who bean me y sworn, did say that they are the Mayor and City Clerk, respectively, of said municipa orporation executing the within and foregoing instrument; that the seal affixed thereto the eal of said municipal corporation; that said instrument was signed and sealed on be f of said icipal corporation by authority of its City Council; and that the said Mayor an ity Clerk as such facers acknowledged that the execution of said instrument to be the vo tary act and deed of id corporation, by it and by them voluntarily executed. Notary Public in and for th~State of Iowa Approved City At~6rney's Office M~ 5f 5 Prepared by: Liz Osborne, CD Division, 410 E. Washington St., Iowa City, IA 52240 (319)356-5246 RESOLUTION NO. 09-125 RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST TO A SUBORDINATION AGREEMENT BETWEEN THE CITY OF IOWA CITY AND HILLS BANK AND TRUST, CORALVILLE, IOWA FOR PROPERTY LOCATED AT 2704 BROOKSIDE DRIVE, IOWA CITY, IOWA. WHEREAS, the City of Iowa City is the owner and holder of a Mortgage, executed by the owner of the property on September 29, 2006, and recorded on October 10, 2006, in Book 4090, Page 795 through Page 800, in the Johnson County Recorder's Office covering the following described real estate: Lot 281 in Part Five Court Hill, an Addition to the City of Iowa City, Iowa, according to the plat thereof recorded in Plat .Book 5, Page 69, Plat Records of Johnson County, Iowa, subject to easements and restrictions of record WHEREAS, Hills Bank and Trust has refinanced a mortgage to the owner of the property located at 2704 Brookside Drive and is securing the loan with a mortgage covering the real estate described above; and WHEREAS, Hills Bank and Trust, has requested that the City execute the attached subordination agreement thereby making the City's lien subordinate to the lien of said mortgage with Hills Bank and Trust; and WHEREAS, there is sufficient value in the above-described real estate to secure the City as a second lien. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA that the Mayor is authorized to execute and the City Clerk to attest the subordination agreement between the City of Iowa City and Hills Bank and Trust, Coralville, Iowa. Passed and approved this 20th day of April , 20 09 ATTEST Fice ~ ~ ~ ~-°t~ It was moved by Hayek and seconded by O'Donnell the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: ~_ Bailey x Champion x Correia x Hayek x O'Donnell ~_ Wilburn x Wright SUBORDINATION AGREEMENT THIS AGREEMENT is made by and between the City of Iowa City, herein the City, and Hills Bank and Trust of Coralville, Iowa, herein the Financial Institution. WHEREAS, the City is the owner and holder of certain Mortgage which at this time is in the amount of $2,704, and was executed by Rita L. Offutt (herein the Owner), dated September 29, 2006, recorded October 10, 2006, in Book 4090, Page 795 through Page 800, Johnson County Recorder's Office, covering the following described real property: Lot z8~ in Part Five Court Hill, an Addition to the City of Iowa City, Iowa, according to the plat thereof recorded in Plat Book 5, Page 69, Plat Records of Johnson County, Iowa, subject to easements and restrictions of record WHEREAS, the Financial Institution proposes to loan the sum of $91,000 on a promissory note to be executed by the Financial Institution and the owner, securing a mortgage covering the real property described above; and WHEREAS, to induce the Financial Institution to make such loan, it is necessary that the Mortgaqe held by the City be subordinated to the lien of the mortgage proposed to be made by the Financial Institution. NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties hereto, the parties agree as follows: 1. Subordination. The City hereby covenants and agrees with the Financial Institution that the above noted Mortgage held by the City is and shall continue to be subject and subordinate to the lien of the mortgage about to be made by the Financia! Institution. 2. Consideration. The City acknowledges receipt from the Financial Institution of One Hundred and Fifty Dollars ($150.00) and other good and valuable consideration for its act of subordination herein. 3. Senior Mortgage. The mortgage in favor of the Financial Institution is hereby acknowledged as a lien superior to the Mortgaqe of the City. 4. Binding Effect. This agreement shall be binding upon and inure to the benefit of the respective heirs, legal representatives, successors, and assigns of the parties hereto. Dated this 20thday of April , 20 09 CITY OF IOWA CITY FINANCIAL INSTITUTION By Attest: City Jerk CITY'S ACKNOWLEDGEMENT STATE OF IOWA ) SS: JOHNSON COUNTY ) By On this ~_ day of APR c ~ , 20~_, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared A. ' 1 and Marian K. Karr, to me personally known, and, who, being by me ly sworn, did say t at they are the Mayor and City Clerk, respectively, of the City of Iowa City, Iowa; that the seal affixed to the foregoing instrument is the corporate seal of the corporation, and that the instrument was signed and sealed on behalf of the corporation, by authority of its City Council, as contained in (Ordinance) (Resolution) No. o`j-- /a5 passed (the Resolution adopted) by the City Council, under Roll Call No. -~'-""'' of the City Council on the av ~ day of l~pa. i c_ , 20 0~_, and that ; a D and Marian K. Karr acknowledged the execution of the instrument o be their voluntary ct and deed and the voluntary act and deed of the corporation, by it voluntarily executed. ~ SONDRAE FORT _ ~ Commission Number 159791 sa'''~ri~ ~C~-~ My Commission tres Notary Public in and for the State of Iowa ow .~ o / LENDER'S ACKNOWLEDGEMENT STATE OF IOWA ) ss: JOHNSON COUNTY ) On this /off day of 1~f: ~ , 20 ~`t ,before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared ./~~~t+ d I sue,-. to me personally known, who being by me duly sworn, did say that he/she is the ~~til Gsl~.k L,,..~-. C'~r:'~~ of 1-~')ls ~-K ~ 1f~-S•}- Ca ,that said instrument was signed on behalf of said corporation by authority of its Board of Directors; and that said (~.c.1 E~.l~ ~~-. Or<5;,,~ acknowledged the execution of said instrument to be the voluntary act and deed of said corporation, by it and by him/her voluntarily executed. DAVE KRIZ w~~ ~~ Cprton M~unber 713524 ~ ~ Nh-t~ommlss~°r' ~~ Notary Publi and for the State of Iowa My Commission expires: 11-~S ~ Zo - o M~3 s Prepared by: Daniel Scott, Project Engineer, 410 E. Washington St., Iowa City, IA 52240 319-356-5144 RESOLUTION NO. 09-126 RESOLUTION DECLARING THE CITY'S INTENT TO PROCEED WITH AND AUTHORIZING THE ACQUISITION OF PROPERTY RIGHTS FOR THE 420T" STREET CORRIDOR IMPROVEMENTS -SANITARY SEWER AND ROADWAY PROJECT. WHEREAS, notice of public hearing on the City's intent to proceed with a public improvement project and to acquire property rights for the above-named project was given as required by law, and the hearing thereon held; and WHEREAS, the City of Iowa City desires to construct the 420th Street Corridor Improvements - Sanitary Sewer and Roadway Project ("Project") which includes the sanitary sewer and roadway improvements on 420th Street; and WHEREAS, the City Council has determined that construction of the Project is a valid public purpose under State and Federal law, .and has further determined that acquisition of certain property rights is necessary for the proposed project; and WHEREAS, the City's Consultant, Foth Infrastructure, has determined the location of the proposed Project; and WHEREAS, City staff should be authorized to acquire necessary property rights at the best overall price to the City. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. It is the City's intent to proceed with the 420th Street Corridor Improvement -Sanitary Sewer and Roadway Project. 2. The City Council finds that it is in the public interest to acquire property rights necessary for the construction of the 420th Street Corridor Improvements -Sanitary Sewer and Roadway Project ("Project"), which Project constitutes a public improvement under Iowa law. The City Council further finds that acquisition of said property rights is necessary to carry out the functions of the Project, and that such Project constitutes a valid. public purpose under state and federal law. 3. The City Manager or designee, in consultation with the City Attorney's office, is authorized and directed to establish, on behalf of the City, an amount the City believes to be just compensation for the property to be acquired, and to make an offer to purchase the property for the established fair market value. 4. The City Manager, or designee, is hereby authorized and directed to negotiate the purchase of property rights for the construction, operation and maintenance of the Project. Resolution No. O9_] 6 Page 2 The City Manager or designee is authorized to sign purchase agreements for the purchase of property and/or easements, and offers to purchase property and/or easements. 5. In the event negotiation is successful, the Mayor and City Clerk are hereby authorized, upon direction of the City Attorney, to execute and attest all documents necessary to effectuate the purchase of said property rights. The City Attorney is hereby directed to take all necessary action to complete said transactions, as required by law. 6. In the event the necessary property rights for the Project cannot be acquired by negotiation, the City Attorney is hereby authorized and directed to initiate condemnation proceedings for acquisition of any and all property rights necessary to fulfill the functions of the Project, as provided by law. Passed and approved this 20th day of April , 2009. ATTEST: ~~~ ~ • /~-~~'! CIT CLERK It was moved by Chamvion and seconded by ~yek the Resolution be adopted, and upon roll call there were: AYES: X ~- x x ~_ x x NAYS: ABSENT: Bailey Champion Correia Hayek O'Donnell Wilburn Wright pwe ng\res\420thCo rrid o r-easres2-09. d oc City Attorney's Office '~ `1 Prepared by: Steven J. Rackis, ICHA Administrator 410 E. Washington St., Iowa City, IA 52240; 319-887-6065 RESOLUTION NO. 09-127. RESOLUTION APPROVING THE IOWA CITY HOUSING AUTHORITY'S ANNUAL PLAN FOR FISCAL YEAR 2009. WHEREAS, the City Council of the City of Iowa City functions as the Iowa City Housing Authority and the Department of Housing and Urban Development requires adoption of an updated Annual Plan; WHEREAS, the Iowa City Housing Authority is required to update the Annual Plan under the Quality Housing and Work Responsibility Act of 1998 ("QHWRA"); WHEREAS, the Annual Plan provides details about the Housing Authority's immediate and ongoing operations, program participants, programs and services; WHEREAS, the Annual Plan also serves as the annual application for grants to support improvements to public housing buildings (Capital Fund Program); .and WHEREAS, the Housing Authority has incorporated the American Recovery and Reinvestment Act (ARRA) (a/k/a "stimulus") funds into the 5-year Capital Improvement Plan that is contained within the Annual Plan. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The Iowa City Housing Authority's Annual Plan for Fiscal Year 2009 is approved. 2. The City Clerk is hereby .authorized and directed to certify appropriate copies of this resolution together with any necessary certifications as may be required by the Department of Housing and Urban Development. Passed and approved this 20th day of April , 20 09 ATTEST: ~ ~ _ CITY LERK Approved by City Attorney's Office Resolution No. 09-127 Page 2 It was moved by Wilburn and seconded by Champion the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: x x x -~ x x X Bailey Champion Correia Hayek O'Donnell Wilburn Wright wpdata/glossarylresolution-ic.doc Prepared by: Brad Neumann, Asst. Transp. Planner, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5235 RESOLUTION NO. RESOLUTION AUTHORIZING THE FILING OF AN APPLICATION WITH THE IOWA DEPARTMENT OF TRANSPORTATION FOR FY2010 IOWA DOT STATE TRANSIT ASSISTANCE AND FEDERAL TRANSIT ADMINISTRATION FUNDING. WHEREAS, the City of Iowa City, Iowa has undertaken to provide its residents with a public transportation system; and WHEREAS, the Iowa D~artment of Transportation offers financial assis nce to local governmental units for their ublic transportation systems. NOW, THEREFORE, BE IT ESOLVED BY THE CITY COUNCIL OF HE CITY OF IOWA CITY, IOWA, THAT: We, hereby, authorize Michael L bardo, City Manager, on be If of the City of Iowa City, to apply for financial assistance as n ted below and to enter int related contract(s) with the Iowa Department of Transportation. From the State Transit Assistance Program: 3.802341 % (approximatel~$414,97~ of Formula Funds From federal operating assistance 132; From federal funds for trans In non-u elderly persons and person ith disabilil areas and/or for transit serving primarily $92,48; From state-wide fe rat capital assistance for ransit: $4,182,9 ; From feder funds from the Job Access/Reverse ommute program: ~;~ $141, 796; Fro~ederal funds from the New Freedom program: ~~ $63,262. We u~iderstand acceptance of federal transit assistance involves n agreement to comply with certain labor protection provisions. We certify that the City of Iowa City has sufficient non-federal funds o provide required local match for capital projects and at time of delivery will have the funds tb.,operate and maintain vehicles and equipment purchased under this project. Resolution No. Page 2 We request the State Transit Assistance formula funding be advanced monthly as allowed by law, to improve transit system cash flow. Passed and approved this day of MAYOR 20 by ATTEST: ITY CLERK by Attorney's Office It was moved by and adopted, and upon roll call there were: AYES: NA ABSENT: Bailey Champion Correia Hayek O'Donnell Wilburn Wright y/fir the Resolution be jccogtp/res/sta-app-09.doc ~ ~a Prepared by: Brad Neumann, Asst. Transp. Planner, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5235 RESOLUTION NO. 09-128 RESOLUTION AUTHORIZING THE FILING OF AN APPLICATION WITH THE IOWA DEPARTMENT OF TRANSPORTATION FOR FY2010 IOWA DOT STATE TRANSIT ASSISTANCE AND FEDERAL TRANSIT ADMINISTRATION FUNDING. WHEREAS, the City of Iowa City, Iowa has undertaken to provide its residents with a public transportation system; and WHEREAS, the Iowa Department of Transportation offers financial assistance to local governmental units for their public transportation systems. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: We, hereby, authorize the City Manager, on behalf of the City of Iowa City, to apply for financial assistance as noted below and to enter into related contract(s) with the Iowa Department of Transportation. From the State Transit Assistance Program: 3.802341 % (approximately $414,979) of Formula Funds From federal operating assistance for transit: $993,132; From federal funds for transit in non-urbanized areas and/or for transit serving primarily elderly persons and person with disabilities: $92,438; From state-wide federal capital assistance for transit: $4,182,900; From federal funds from the Job Access/Reverse Commute program: $141,796; From federal funds from the New Freedom program: $63,262. We understand acceptance of federal transit assistance involves an agreement to comply with certain labor protection provisions. We certify that the City of Iowa City has sufficient non-federal funds to provide required local match for capital projects and at time of delivery will have the funds to operate and maintain vehicles and equipment purchased under this project. Resolution No. 09-128 Page 2 We request the State Transit Assistance formula funding be advanced monthly as allowed by law, to improve transit system cash flow. Passed and approved this 20th day of April , 20Q~. ATTEST: ? ~. CITY ERK It was moved by Wilburn adopted, and upon roll call there were: AYES: - / MA Appr ed by ~~9~~ City Attorney's Office and seconded by xayek the Resolution be NAYS: ABSENT: _~ Bailey x Champion ~_ Correia x Hayek x O'Donnell g Wilburn x Wright jccogtp/res/sta-app-09.doc 1 -A Prepared by: Daniel Scott, Project Engineer, Public Works, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5144 RESOLUTION NO. 09-129 RESOLUTION APPROVING PLANS, SPECIFICATIONS, FORM OF CON- TRACT, AND ESTIMATE OF COST FOR THE CONSTRUCTION OF THE LANDFILL GAS COLLECTION SYSTEM 2009 EXPANSION PROJECT, ESTABLISHING AMOUNT OF BID SECURITY TO ACCOMPANY EACH BID, DIRECTING CITY CLERK TO PUBLISH ADVERTISEMENT FOR BIDS, AND FIXING TIME AND PLACE FOR RECEIPT OF BIDS. 04-20-09 11 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. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA THAT: 1. The plans, specifications, form of contract and estimate of cost for the above-named project are hereby approved. 2. The amount of bid security to accompany each bid for the construction of the above- named project shall be in the amount of 10% (ten percent) of bid payable to Treasurer, City of Iowa City, Iowa. 3. The City Clerk is hereby authorized and directed to publish notice, not less than 4 and not more than 45 days before the date for filing the bids, for the receipt of bids for the construction of the above-named project in a newspaper published at least once weekly and having a general circulation in the city. 4. Sealed bids for the above-named project are to be received by the City of Iowa City, Iowa, at the Office of the City Clerk, at the City Hall, before 10:30 a.m. on the 12th day of May, 2009. 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 Ha-I, City Hall, Iowa City, Iowa, at 7:00 p.m. on the 19th day of May, 2009, or at a special meeting called for that purpose. Passed and approved this 20th day of ATTEST: ~..~ ~ • 9~~~~sil./ CITY ERK ~,/ City Attorney's Office .~/~yy~o9 pwengVes\LandfillGasCollection-09 4/09 Resolution No. 09-129 Page 2 It was moved by Wright and seconded by adopted, and upon roll call there were: AYES: X x -~ x x X NAYS: O'Donnell the Resolution be ABSENT: Bailey Champion Correia Hayek O'Donnell Wilburn Wright wpdata/glossary/resolution-ic.doc 04-20-09 r ~~ll,:.®~r,~! CITY OF IOWA CITY ~~ ®~~~ ~E~C)RANDC~M Date: April 16, 2009 To: City Council ~ From: Kathi Johansen, Administrative Assistant to the City Manager Re: 2009-2010 Deer Management recommendation The City's Deer Management Plan provides that city staff will submit a recommendation for deer management to the City Council and that Council will adopt a Deer Management Plan. In addition to the plan, an annual report is prepared to summarize deer management activities for the prior year and also provides a history of deer management in Iowa City. The 2008-2009 Annual Report is available online at www.icgov.org. In February 2009, White Buffalo, Inc. removed a total of 69 deer within the Iowa City limits. A review of deer-vehicle strikes and helicopter surveys indicates numbers have dropped substantially. That being said, no one can determine exactly how many deer are inside the City limits or how many will survive and reproduce each year. It was noted that the reason for the drop in trend surveys may be weather related and higher numbers of deer may be present again given more normal winter conditions. It is with this memorandum that we ask City Council to adopt the 2009-2010 Deer Management Plan authorizing the use of sharpshooting as the preferred method for deer reduction. If adopted, this plan will be submitted to the Natural Resource Commission by May 15, 2009 for approval at their June meeting. The adoption of this resolution does not obligate the City to implement the Deer Management Plan. It simply puts the plan in place for deer management if that is the desire of Council at the conclusion of the priority-setting discussions. Enclosure: 2009 Summary Report -submitted by White Buffalo, Inc. 2008 Deer/Vehicle Strike Report -provided by the Iowa City Police Department 2008 Helicopter Survey -provided by the IDNR DEER MANAGEMENT PLAN (Rev. 4/09) 1. The City of Iowa City will continue to assemble resources that provide residents with information on deer habits and offer guidelines for limiting localized deer damage through the use of repellents, screening, alternative plantings, and other techniques. Educational materials will be available at City Hall, the Public Library, and on the City website (www. icgov. orgy. 2. The City of Iowa City will evaluate the need for and, where appropriate, install or petition the State or County to install on roadways under their jurisdiction warning signs that may reduce the likelihood of vehicle-deer accidents. In addition, thoughtful consideration will be given to deer migratory paths as transportation improvement projects are approved by the City Council. Such consideration may involve consultation with a qualified professional to evaluate feasibility of passageways under roads and investigation of the availability of federal funds for such passageways. 3. In order to prevent irreparable damage to the ecosystems in Iowa City and to prevent significant injury or damage to persons or property, the City Council has set the maximum deer population density to be twenty-five (25) per square mile per City-designated management zone. Actual numbers are to be collected via helicopter count. 4. The City will actively work with the Iowa Department of Natural Resources (IDNR) to fully understand and support their efforts to control the deer population for which the IDNR is responsible and which affects the health, safety, and welfare of Iowa City residents. 5. The City will apply in a timely fashion for authorization from the IDNR to implement a plan to kill no more than the number of antlerless deer as recommended by the IDNR within the Iowa City corporate limits, by sharpshooting, during the winter of 2009-2010. 6. In order to implement the Deer Management Plan, the City of Iowa City formally requests that the Natural Resource Commission approve a rule establishing a special deer population management area for Iowa City with the following conditions, limitations, and procedures: a) The special deer management area is defined as all public and private land in Iowa City as designated by the City Council of Iowa City. b) In consultation with the IDNR, the City will determine the number of deer to be killed that is necessary to reach our desired goal. Killing may occur between September 1 and February 28. 1. The City is allowed to utilize sharpshooting with centerfire rifles for the lethal removal of deer. Bait may be used to attract deer to the sites. The City shall determine locations, training, and all other conditions for the sharpshooting activities. The City shall also comply with all applicable state laws. 2. All deer killed by sharpshooting are to be processed for human consumption and distributed free of charge. Processing lockers participating in the plan will be allowed to keep and utilize the deer hide. 3. No licenses will be required for the City and no fees will be charged. c) The City will initially utilize sharpshooting over bait to reduce the number of deer in each management zone to the population limit. By the end of the initial reduction plan, it is projected that the deer population will be at a level that requires maintenance rather than aggressive reduction. The City will strongly encourage use of non-lethal methods to maintain deer numbers but recognizes that killing of deer may be necessary to maintain the population goal. 7. To enhance understanding of deer reproductive rates, in cooperation with the IDNR, the sharpshooting agency, and meat processors, the City will allow reproductive necropsies to be performed on deer killed. The City will fully comply with all state laws governing the killing of deer, exercise great caution and observe all possible safety measures, assure use of the most humane methods available, and arrange for the free distribution of donated processed deer meat. To aid in the implementation of the Deer Management Plan, each spring the City Manager's office will review data for deer management, including but not limited to educational material, deer population numbers (current and projected), vehicle-deer accidents, citizen comments, and an annual helicopter deer count. Any or all legal lethal methods available (including sharpshooting and bow and arrow hunting) may be utilized after the initial reduction plan if the method(s) meet the following criteria: 1) public safety, 2) community acceptance, 3) effectiveness in maintaining the desired number of deer. 10. The Deer Management Plan, as approved by the Council, will be forwarded to the Department of Natural Resources and, if necessary, the Natural Resource Commission for authorization to implement. SUMMARY REPORT 2009 Deer Management Program Iowa City, Iowa by White Buffalo, Inc. Site Description Iowa City contains a matrix of suburban/commercial development, agricultural fields, parks and open grasslands. As a result of no legal hunting opportunities and fertile soils, the deer population had increased to a level incompatible with some land uses and human activities. Although deer physical condition is not an issue, there is concern regarding deer/vehicle collisions and damage to garden and landscape plantings. As part of the 2009 comprehensive deer management program under the authorization of the Iowa Department of Natural Resources this is the nineth year, taking the 2002-2003 winter off, in which a population reduction program was implemented. Deer Management Program Overview Prebaiting was conducted from 19 January 2009 - 12 February 2009. Deer removal activities began on 13 February 2009 and continued through 28 February 2009. Fifteen days of fieldwork were required to achieve the harvest of 69 deer. Field Methods We followed the operations protocol outlined in the contract. Eleven bait sites were selected throughout the area of operation. Bait sites were shut down during the program as productivity declined or inital prebaiting activity demonstraded little deer activity. Deer were shot on a first opportunity basis. This means that deer were shot only when, 1) a safe opportunity presented itself, and 2) maximal harvest efficiency would be achieved. Carcasses were then tagged and delivered to Ruzicka's Meats for processing and data collection. Harvest Demographics The entire data set generated from harvested deer is represented in the spreadsheet entitled "City of Iowa City -Deer Harvest by Date: 13 February 2009 -28 February 2009" (Appendix A). We harvested 36 females (52%) and 33 males (48%). The overall harvest demographics are summarized in Table 1. Fifteen (22%) fawns and 54 (78%) adults were harvested. Table 1. Age class and sex distribution of deer harvested in Iowa City, Iowa from 13-28 February 2009. AGE # MALE % # FEMALE % # COMBINED Fawn 11 (16) 4 (6) 15 Adult 22 (32) 32 46) 54 Harvest by Deer Management Zone To allow for a more comprehensive population management program, we summarized all the harvest data by management zone (Table 2) relative to deer concentration identified by the City's 2008 aerial snow count. As in recent years, the most productive sites were within Zone B and Zone 1 where 18 deer were removed in each zone (52% of the total harvest). Overall herd health was based on body measurements and fetal counts. Dr. Harlo Hadow of Coe College, Cedar Rapids, Iowa collected these data. Deer sampled were determined to be in good health. Deer health data is pending Coe College analysis. Table 2. Nine year comparison of harvest data by deer management zone. ZONE 1999-2000 2000-01 2001-02 2003-04 2004-OS 2005-06 2006-07 2007-08 2008-09* A 15 2 27 - - - - - 6 B 186 74 48 31 13 19 8 3 18 C 57 123 51 49 44 17 13 7 23 D 102 122 93 117 48 66 29 33 - F - 19 10 3 8 7 20 2 4 H & I - - 21 - 41 41 129 44 18 Total 360 340 250 200 154 150 l99 89 69 * No removal effors were conducted in Zone H Discussion Harvest demographics this year indicate fawn recruitment to be less than 0.5 fawns per adult doe. This ratio is further confirmed by the limited number of fawns seen in the field (i.e., those not harvested). Many times, adult does harvested in groups would have no fawns present. Historical fawn recruitment, based on past cull data, is ~l.l fawns per adult doe. As expected, many adult males had shed their antlers before removal efforts were conducted. Regardless, we avoided shooting antlerless males when they could be easily identified. As stated in 'previous years, we would likely remove <1% yearling/adult males if the entire permit were valid starting 1 December. If snow counts are conducted, they should be interpreted with caution as, generally, there are a significant number of adult males (relative to adult females) present at most harvest sites. Ratios of observed males to females seem to be --1:1. Therefore, the population growth potential relative to observed density will be greatly diminished. Again, next year's harvest projections should reflect this change in demographics. Further, it may seem as though total harvest has dropped significantly from 2007 to 2009. There are a number of reasons for this decline; however it should be noted that our effort per site has increased (at most sites) as deer densities continue to fall. Without using the University property in 2009, it is impossible to know what the harvest total could have been. But, it is suspected that total harvest in 2009 would have been similar to 2008 given a similar number of active sites. Trend data suggest an overall herd reduction in all zones where culling activity occurs. Future Program SugEestions The State permit will again need to be made valid early to maintain the reduced densities on the University property (i.e., during the Christmas break), especially since no harvest was conducted on that property in 2009. Also, if the State sees value in protecting males, I recommend that the general City- wide permit be made active by 1 December so males can be avoided (nearly all yearling and adult males will have visible antlers). Acknowledgments We would like to thank Kathi Johansen, City Manager's Office, the Iowa City/Coralville Deer Commission, Glenn Pauley, Iowa City Fire Department, Jeff Ruzicka of Ruzicka's Meats and his crew, Dr. Harlo Hadow and his students, and all the participating landowners for their cooperation and continued support. We also are grateful to IDNR for continued support of this program. Appendix A. City of Iowa City -Deer Harvest by Date: 13 - 28 February 2009. DATE TAG # SITE SEX AG E WEIGH T # of FETUSES 2/13/09 C212028 Tsevus M A 2/13/09 C212029 Tsevus M A 2/13/09 C212030 Tsevus M A 2/13/09 C212031 Tsevus F A 2/13/09 C212032 Tsevus F A 2/13/09 C212033 Tsevus F Y 2/13/09 C212034 Tsevus F A 2/13/09 C212035 Tsevus F F 2/13/09 C212036 Tsevus F F 2/14/09 C212037 SouthGate M F 2/14/09 C212038 SouthGate M F 2/14/09 C212039 SouthGate F A 2/14/09 C212040 SouthGate M A 2/14/09 C212041 SouthGate M A 2/14/09 C212042 SouthGate F A 2/14/09 C212043 MacDonald M A 2/14/09 C212044 MacDonald M A 2/14/09 C212045 MacDonald M A 2/15/09 C212046 Oldis M A 2/15/09 C212047 ACT F A 2/15/09 C212048 ACT F A 2/15/09 C212049 ACT F F 2/15/09 C212050 ACT F A 2/16/09 C212051 Braverman F A 2/16/09 C212052 Braverman M F 2/16/09 C212053 Tade M A 2/16/09 C212054 Tade M A 2/16/09 C212055 Tade M A 2/16/09 C212056 Tade M A 2/16/09 C212057 Tade M A 2/16/09 C212058 Tade M F 2/17/09 C212059 Hicko Hill M A 2/17/09 C212060 Hicko Hill F A 2/17/09 C212061 ~ ACT F A 2/17/09 C212062 ACT F A 2/17/09 C212063 ACT M A 2/19/09 C212064 Goff F A 2/ 19/09 C212065 Goff F A 2/19/09 C212066 Oldis M F 2/19/09 C212067 Oldis M F 2/19/09 C212068 Oldis F A 2/19/09 C212069 Oldis F A 2/19/09 C212070 Oldis M F 2/19/09 C212071 Oldis F A 2/20/09 C212072 SouthGate F A 2/20/09 C212073 SouthGate M F 2/20/09 C212074 SouthGate M F 2/20/09 C212075 SouthGate M F 2/20/09 C212076 SouthGate F A 2/22/09 C212077 ACT F A 2/22/09 C212078 ACT M A 2/22/09 C212079 ACT M A 2/23/09 C212080 SouthGate F A 2/23/09 C212081 SouthGate F A 2/23/09 C212082 SouthGate F A 2/23/09 C212083 SouthGate F A 2/23/09 C212084 SouthGate F A 2/24/09 C212085 ACT F F 2/24/09 C212086 Braverman F A 2/25/09 C212087 MacDonald F A 2/25/09 C212088 MacDonald M A 2/25/09 C212089 MacDonald M A 2/25/09 C212090 Hickory Hill F A 2/27/09 C212091 SouthGate F A 2/27/09 C212092 SouthGate M A 2/27/09 C212093 Oldis F A 2/27/09 C212094 Oldis M A 2/27/09 C212095 Oldis M F 2/28/09 C212096 Braverman F A a~ m N d ~_ V Q V 's m L d 0 O O N I I ~ I i I I, I ~~ '' I I ~ ~ I! ~~ I I , , I '~ ~ I i ~'. 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I ~IU, (L4 L_'., ~.~ C_ L,U',= L I C O I C ~ ~ ~ cB m J U ~ JI t4, Z I J O, O ~ , a~ ~ m I iiU ~I I~IZ ~', liZ 'Z' >I, i ai oda -- ~~ 2~luap!ooy p I _ ~ ~z~-~~z 1 ZI~~Z.Z} _ j - z >- ~z~~'~IZ~~~-I~ z~z~~rz.zlz~~-~- . - I . # ~o~0al~a~ - I I, _ I> ~ o ~ io~iW 0 0 _ _ 0 ,n rnrnl' ? ~I~!~' oil ~ o W ~ ~ rn'' °~ n oIL oWl , U p ~' N,~ O E E ~ L TiE E , ~ , ~ c c a~ Z RIN O~'IN ~ U NO U Nip ~ NN ~~ ~ a' ~IN,N NIc-, U ~, m' l p' TI E ~, Tai ,ELI EIE ~~ I I Tp E''~°'~ ' ' J _ T- ~ 3~`.,. _ C~'U ='o o ao ~ ', E 3' E oI E ' 3 E'i-- ~ E ~ ~I~ ~'' E' E 3'L o''_ = al~, E _'~ E'er ~ E''~ ~I~ ~ E' E EI z E _' E ' ~ ~ _ ~ O, E OIN N i I ~ a~, o j0 O O ON '~'O 0~~~~0 O.N O O NiN Z ZO'O O,pl~ Np''O ' 00 " 00 ' T O 00 T T ' >' N U U O C6 O T T ~ 0 U''CV 3. 3 I p O ~ N 00 ~p a0 T L , O M O 00 ~ M O O N -'.N-' 3 d _ M~',.O _'i 3 N - ~ >i10.,;0 =1- ~ ~N O 3 O co N 2~ I 2 I Q NoI _'2 ~ , I= 2 2O ~ N' I ° ~ ~ I ', I ' --- N -- E E E EI EI E lE E'E E:E EIE ~',E,E E EE EI-~ r-- _ E~ E E ~- ~ E E' E E, E' E E (6 I Q ~ f6 O' '' ~ ~ ~ E Q. Q O_ N', Q (6 O '~t ~ (O' N O ' ' .I N N O_ Q , . N f6 (6 d CO f0 Q Q. O_~ d Q (0 f6 Q 0' ~' ~ ~ N~ O I~ O~ M~ M ~ O O O ~ Lp', Ln G O O N Ln c?') ' N M M N ~ ' ~ ' ' ' ~ tf ) O In M M O (O 00 f~ ~ 'I M M ~ Ln ~ M M ! tf) ~ ~ ~ L() N N N N N I ~ ~ '~17 ~ Ln O !~ ~ 0 0 ~ ~ I~ N 00 I~ i ~ ~ .. M 0 '~ f~ 0 tq N ~ - -- -- O ~ ONO SIN ~ OON .- N'N N N O ~ M I~ 00 M 00 O O N ~ 0 IO O '~ OCO O O ~'~IMI~~~~ N N N O O1 ~N N M O, O Oi0 M N i . to p L C ca n n ca ~ ~ ~ ~ Q Q _ _ _ O O p > ~~ >~ O O O O TI TI TI~ ~ Q'cn cA O~ Z Z l > > ZI i U U O, O o 0 o Z Z o' uUi Z ZIZ p ~ I-~I Z Z Z' ~ ~ ~~I~ -~ ~~ ~ o~ oI U _ ~ - N M~ ~-- ~~'(O , . .- . O ~.N~~M ~LnICOt~00 OO '~NM ~~~ (O ~I~~''~00100~ 1~ 00 0 I ' M I N M ' , , . ~ ~ ~ ,~ ~ N NN , ~~ .N N NN N , NI Z V W A -~ V 00 O O M ~G ~ N ~ ~O O~ N o0 N M M~ M M N M ~ _ p~ ~O ~ r--~ O M M O N •-+ ~ d' ~O d' 00 ~ ~ ---~ O O ~-+ 01 M 00 ~l i O N [~ ~--i d' 00 O~ ~G ~ \p ~--~ 0 OI ~O O O O N '~ N~ N N N M~ N O~ O N~ O ~ M O~ 00 N N ~ ~ N ~D M M M~ 'ct O N E N I ~ 00 ~ ~ t~ ~ d' ~ ~ 00 O~ rl M ~D l~ \O O ~ M ~G d' NdpgVAWG~L,7x~..~ ^., e~ .., s, N O O N C O N ^C3 O M O O ~ ~O ~ .. L C~ x k -~ .~~I L' ~ N a ~ ... ~ V o O O O o ~ O o ° o d' 0 0 0 0 ~--a 0~ ~ ~ O ~ N O N ~ ~ M ~ ~ C v ~ O ~ O ~ ~ C/~ ~ ~ ~ L ~ ,,._, oo ~ ~ ~ N N ~ ~ ~ ~ ° -x >, N 00 ~ Z V ~ ~ ~ ~ ~ ~ M ~ _ ..~ ~ ~ Q C ° H -x ~ N Id r~ U Q w w C7 x O '--~ rn M N ' " rT~ Prepared by: Susan Dulek, Asst. City Attorney, 410 E. Washington St., Iowa City, IA 52240-319-356-5030 RESOLUTION NO 09-130 RESOLUTION APPROVING A REVISED DEER MANAGEMENT PLAN AND RESCINDING RESOLUTION N0.08-122. WHEREAS, Resolution No. 08-122 adopted a Deer Management Plan that included sharp shooting during the winter of 2008-2009; WHEREAS, the Deer Management Plan should be revised to reference sharpshooting in the winter of 2009-2010; and WHEREAS, it is in the public interest to adopt a revised Deer Management Plan. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA: The attached revised Deer Management Plan is adopted. The City Manager is authorized and directed to take all actions necessary to implement the Deer Management Plan. Passed and approved this 20th day of April , 2009. ATTEST: ~ J `7~ - `7~;l.LiiV CITY ERK Approved by City Attorney's Office 15 Resolution No. 09-130 Page 2 It was moved by Wilburn and seconded by Wright the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: ~_ Bailey x Champion x Correia ~_ Hayek x O'Donnell g Wilburn ~_ Wright wpd ata/glossary/resolution-ic.doc r7 16 Prepared by: Susan Dulek, Asst. City Attorney, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5030 RESOLUTION NO. 09-131 RESOLUTION AUTHORIZING THE CITY MANAGER AND MAYOR TO SIGN GRANT AGREEMENTS FOR FLOOD RELIEF ASSISTANCE FROM THE STATE OF IOWA AND THE FEDERAL GOVERNMENT. WHEREAS, the City has applied for approximately ten (10) grants for flood-related assistance from the State of Iowa and the federal government, and City staff anticipates applying for additional grants; WHEREAS, the State of Iowa has periodically informed the City that it is eligible for flood relief assistance, and the City anticipates that the State will do so in the future as well; WHEREAS, in all instances, the City will need to sign grant agreements with the State of Iowa and the federal government; and WHEREAS, the City Council finds that the public interest will be served by signing the grant agreements. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: The Mayor and City Manager are authorized to enter into grant agreements for flood relief assistance with the State of Iowa and the federal government, including the Hazard Mitigation Grant Program (a/k/a, the buyout). Passed and approved this 20th day of April, 2009. M ATTEST: ~~~~~ CI^~LERK ~s c(~~r ~~°~ City Attorney's Office Resolution No. 09-131 Page 2 It was moved by Wilburn and seconded by Hayek the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: ~ Bailey _ x Champion x Correia x Hayek x O'Donnell g Wilburn x Wright wpdatalglossary/resolution-ic.doc ~~~ ~7 Prepared by: Sarah E. Holecek, First Asst. City Atty., 410 E. Washington St., Iowa City, IA 319-356-5030 RESOLUTION NO. 09-132 CONSIDER A RESOLUTION AUTHORIZING THE MAYOR TO SIGN AND THE CITY CLERK TO ATTEST INTERLOCAL AGREEMENTS BETWEEN THE CITY OF IOWA CITY AND THE CITY OF NORTH LIBERTY, IOWA, THE CITY OF CORALVILLE, IOWA AND JOHNSON COUNTY, IOWA, FOR THE APPLICATION AND ADMINISTRATION OF ANY AWARDED EDWARD BYRNE MEMORIAL JUSTICE ASSISTANCE GRANT (JAG) PROGRAM AWARDS WHEREAS, the Iowa City Police Department, in partnership with City of North Liberty Police Department, City of Coralville Police Department and the Johnson County Sheriffs Office, is making application for the 2009 Edward Byme Memorial Justice Assistance Grant (JAG) program administered by the U.S. Department of Justice under the American Recovery and Reinvestment Act of 2009; and WHEREAS, the Departments were notified by the federal government that they were eligible for a total of $299,441, with Johnson County being allocated $55,927, Iowa City being allocated $192,831, Coralville being allocated $32,041 and North Liberty being allocated $18,642; and WHEREAS, the allocations are based on a formula of population and violent crime statistics in combination with a minimum allocation to ensure each entity receives an appropriate share of the funding; and WHEREAS, In accordance with past practice and the application process, the parties have agreed that the City of Iowa City will take responsibility for application and management of this grant under the terms of the interlocal agreements; and WHEREAS, the federal government has provided separate Iowa Code Chapter 28E agreements between the City of Iowa City and each local department outlining the amount of the grant to be awarded each department and each entities' rights and responsibilities under said agreements. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: The Mayor is hereby authorized to sign and the City Clerk to attest two originals of each JAG Interlocal Agreement, a Chapter 28E Agreement, for administration of federal funds among various Eastern Iowa law enforcement agencies, attached hereto and incorporated by reference herein. 2. The City Clerk is hereby authorized and directed to forward the signed originals to each of the named public entities for execution and filing with the Secretary of State at their own expense. Passed and approved this 20th day of Ap rov , '~ ` ity A rn ice y~~-~ ~ Resolution No. 09-132 Page 2 , It was moved by 0' Donnell and seconded by Wilburn the Resolution be adopted, and upon roll call there were: AYES: x x X -~ x x X NAYS: ABSENT: Bailey Champion Correia Hayek O'Donnell Wilburn Wright wpdata/glossary/resolution-ic.doc CITY CLERK. THE STATE OF IC7WA CONTRA=~z 'i;C1~,.?172-IA-SB COUNTY C7F JC7HNSC3N INTERL()CAL <:~i~~: ENT BETWEEN THE CITY {~F IUWA CITY, IOWA, THE CITY O- ~~ORTH L11ETY, IOWA, ,THE CITY C}F Ct)RALVILLE, It)WA AN1~ THE. CatJNTY iF° J~?l-II?~~°~?i`~, Iv #~"~. RECOVERY ACT: JUSTICE ASSISTANCE GRANT (u~, ~; ,~ F.~ AARQ This Agreement is made and entered into this 1 ~'" day of June, 2t}C1 by arr~l lae~tween The CITY 4JF IOb'VA CITY, the CITY OF NORTH L.IC~T"Y, "` re CITY ~ '~ CQf~AI_°~II_LL, and the COUNTY cif JOHNSON, acting by and through t" ~,:~v~~;r°~i~-, , 4,~rJ~fY>: the heard of Supervisors, hereinafter referred to as JONNON CO.. <TY; ar~d .. _,3~~, ~~,~ ar~d through its governing bady, the City Council„ hereinafter referred "~ as the: C: ~. ' °~.~':'~dA CITY; and acting by and through its governing body, the City Council, h~ .~~ .-~i :r :'~ t- ~d to as the CITY OF NORTH ~.IBERTY; and acting by and througi~~ its governor l body, the City Council, hereinafter referred to as the CITY OF CORA~~`IL_~E; all of Johnson County, Mate of Iowa, witnesseth: WHERInAS, this Agreement is made under the authority of Iowa Cc;d~3 'l 2~3E; and WHEREAS, each governing body, in ~~; `~ ruling. governm~~n`` _ ~, ~ ; or in haying for the performance of governmental functirans h~--..r,~,r~~ler, shall maa.~~ t;,.~~ ~;. ,i~nanc~: rar these payments from current revenues legally ava~l~,`. ~~~ '. ~ that part~,r; anci WHEREAS, each governing body finds that the i; torrnance ~~t th =: r~_ reerncr~t is in the best interests cif all parties, that the undertaking will ber~~°tit the: public, an~~ ~`~c~t '~~- :,.~r ,an of casts fiairly carnpensates the performing partyP lar tl~~ services or f~,,,~,tior:~ _,r.;~er this agreement; and WHEREAS, the CITY OF IOWA CITY :: r~ ~ ~ro~~idt~ ,fir `:ITY Ct t~CRTH LI~RTY ~18y642 Pram the JAG award for the Eq+_iitrrt : r ~ Y~ c.~nc~i~g~ ~; : - x~d WHEREAS, the CITY OF IOWA C~ ~ ~' -~,lret~s t.~ t~i~w~w ~~.~ ~ ri-;. CITY GF- CC~RAI.4~IL.l~E ,t, ~ r ~2 QA1 from the JAG award ft~r the Eguij~l~ t ~+~`Tc;c r ~~ ';` ! ..., .: n; r?d _~: WHEREAS, the CITY OF IOWA CITY °~ . > provide JC_}Nfi~SO~J COUNTY " .~,a?7 from the JAG award for th~_, F_,r~ipmenttT~chn~~~,gt~ f~_; ~. ,.,,• and WHEREAS, the CITY OF NORTH Lll~I~RT tEry~ C.Y OF ~~'C)1=~~~;_'~'i.~€::, ,JC1-'RSON COUNTY and the CITY OF IOWA CITY beCieve it to de i~ tf~ st ~n'_, ~ ,ail:.. ;;:~ the JAG funds. 2009-F7172~IA-SB N©W THEREFC3RE, the CITY QF NORTH LIBERTY, the CITY d CdRAL1LLE, JQHNSdN COUNTY, and the CITY C)F 14WA CITY agree as fc,'i~;~,~~:~: CITY dF 1dV`dA CITY agrees to pay CITY C)F NC'f;TH LIBERTY a tot . °=` ~--. ~~' ,fA funds. CITY dF IdWA CITY agrees to pay C[TY dF CdRALVILE a tote! `~` .;.`~,~'~~_ of ,lAt~ funds. CITY dF IflWA CITY agrees to pay JdHNSdN CdUNTY a total of :"~ _f"-' ' cif ~IAC funds, Sectizr. Wit. CITY dF NdI~TH LIBERTY agrees to use 1 ° ' ''' for the .q~~r~er~~,~ ,~.,~~lo-,c y 4~r~rarn as outlined in the chant application. CITY OF CdRALVILLE agrees to use ~2 i:`~ ~ ::r the cpuif~.'~~, ; ~, i:a°~nol~> i>.~'~` as outlined in the grant application, JdHNSdN CdUNTY agrees to use $55,92.7 for the Ec~ipmer~t/Te~n_c~i~y f'rc~cdr~r~ as outlined in the grant application. ~Ei`t1rn . Nothing in the performance of this Agreement shall impose any liabil~t,r ~ ,° cl..ims ainst CITY dF Nt7RTH LIBERTY other than claims for which liability may be '; ley lows Tort Claims Act. Nothing in the performance of this Agreernc ~ t ~=.`~~II in~f~os~; any `:.`~~~ity for elain~s ayair7st CITY dF CdRALVILLE other than claims for which 6.~~',iity may be i~:~,~7~.d by the Iowa Tort Claims Act. Nothing in the performance of this Agreement shall impose any liar .,~ j c.;r7rs against JdHNSdN CdUNTTY other than claims for which liability may be ir~~~ d by :', ~ Iowa Tort Claims Act, Nothing in the performance of this Agreement shall impose any li.:_ ity for c:lain~s against CITY dF IOWA CITY other than claims for which liability may e irr; by the Iowa Tort Claims Acfi. Section ~. Each party to this agreement will be responsi` for its own actions in providing services under this agreement and shall not be liable for any c~~. it liability that may arise from the furnishing of the services by the other parties. 21309-F7172-CA-~B Section . The parties to this Agreement do not intend for arty additional party t~~ oi~tain a right by virtue of this Agreement. Section . By entering into this Agreerrrent, the parties do not intend to cre~~~~ <<~ ~#al r~s express or implied other than those set out. herein; further, this Agreement sh< ` ;,cat ..ate any rights in any party not a signatory hereto.. CITY t~F lC)WA GITY, IOWA ,, ~~ t .. -- ; . ~ ~ ~, ..~ _ 0~ . ~ ~ ~f. ~.~. ~ t t_ ~ ~, t~Ilayc~ ~~ ~ ~r, ~. ATTl=~T' CITY C7 i~1+~R E : ! ~~;~RT~a IQWA r~~~yor~ __ Y_ ATT~T: City' Clerk CITY C}F ~Ct~RALVILE_E. IOWA ~,M1. --- ,f Mayo ~ ~~ ATTI*ST: City Clerk ATTEST T~ FC?RM: ____ > ,,t ._,~ . ~. .., .. E - ~ ___-- -- -- ~ _ _ Cit~r Attorne~j _ ~:,_ {J- ,, +~,it; ,~i =r~ _ - _ 'v i.1416VT l \.1 (~ .-'mi`l, .,,,.(( ~`-'1 ~~~, t~ ,~.~1~"1 ~, -- Cr~:~ r~~ ~ ,~rl, ~ ~:: ' ` ~r.~~-.-visors ATT"~ ST; C ~un'~,fi Cis.,,. 'By l~aw~~the pity Attorney's Office may only advise +>r <3~far. ::~ ~ ~:itrac;ts ar' '_ u ~;, r ~ o~i t~~Ita1f of its ciients_ It may not advise or approve a contract or i ~ -.nt ,sn ~er~a ~ C~~ar ti-; u~ of this document was conducted solely #ram the leggy' pt ; ,~ -Bent C~~~i ~ ~ cior~rn . ;2t was offered solely far fhe benefit of our client. C~th+'r { ; sl ~ ~,rly on Bh ~~ ;.+~ ; <;~I ';r i ~ --~ r~ rew and approval by their own respective attorney{s}, CITY SECRETARY CONTRACT NO. 2009-F3276-IA-SB THE STATE O,F IOWA COUNTY OF JOh(NSON INTERLOCAL AGREEME BETWEEN THE CI OF IOWA CITY, IOWA AND C RECOVERY ACT: Jl!'~TICE ASSISTANCE G OF CORALVILLE, IOWA (JAG) PROGRAM AWARD This Agreement is made and a eyed into this 21~ day of April, 2009, by and between The CITY OF CORALVILLE, acting by nd'through its overning body, the City Council, hereinafter referred to as CITY OF CORALVILL ,and the C OF IOWA CITY, acting by and through its governing body, the City Council, h einafter eferred to as CITY OF IOWA CITY, both of Johnson County, State of Iowa, witness the WHEREAS, this Agreement is made nder the authority of Iowa Code Chapter 28E; and WHEREAS, each governing body, in p orming governmental functions or in paying for the performance of governmental fun ons her under, shall make that performance or those payments from current revenues legs available that party; and WHEREAS, each governing ody finds that th performance of this Agreement is in the best interests of both parties, that a undertaking will nefit the public, and that the division of costs fairly compensates the erforming party for e services or functions under this agreement; and WHEREAS, the CITY OF IOWA CITY agrees to prd ide the CITY OF CORALVILLE $32,041 from the JAG awar for the E ui ment/Technolo Pr ram; and WHEREAS, the CI Y OF CORALVILLE and CITY OF I A CITY believe it to be in their best interests to rea ocate the JAG funds. NOW THEREF E, the CITY OF CORALVILLE and CITY OF WA CITY agree as follows: Section 1. CITY OF IOWA CI agrees to pay CITY OF CORALVILLE a total of $32,041 f JAG funds. Section 2. CITY OF CORALVILLE agrees to use 32 041 for the E ui ment/Technolo Pro m as outlined in the grant application. Page 1 of 2 Section 3. Nothing in t e performance of this Agreement shall impose any liability for cl s against COUNTY oth than claims for which liability may be imposed by the Iowa Tort ims Act. Section 4. Nothing in the perfo ance of this Agreement shall impose any liabilit or claims against CITY other than claims for ich liability may be imposed by the Iowa Tort laims Act. Section 5. Each party to this agreemen will be responsible for its own ctions in providing services under this agreement and shall not liable for any civil liability at may arise from the furnishing of the services by the other party. Section The parties to this Agreement do not ir'~end for ay(y third party to obtain a right by virtue of this Agreement. 7. By entering into this Agreement, the part' s do of intend to create any obligations express or implied other than those set out herein further, his Agreement shall not create any rights in any party not a signatory hereto. CITY OF IOWA CITY, IOWA ITY OF CORALVILLE, IOWA ~ N. f . City Manager, C~of low~$~t `' ATTEST: (/ ~~J ~• City lerk, City of Iowa ty ATTEST:` ~ e ~' ~ ity APPROVE _~~ City Clerk, AS TO FORM: Coralville APPROVED AS TC~FORM: nle Ci Attor ey, lov~ra~ i~ ~_~~_o 9 City Attorney; City of Cor ville "By ,the District ttorrn_ey's Office may only advise or approve contracts or legal documents on behalf of its clients. It may not dvise or approve a contract or legal document on behalf of other parties. Our view of this document was co ucted solely from the legal perspective of our client. Our approval of this document was offered solely for the benefit of our client. Other parties should not rely on this approval and should seek review and approval by their own respective attorney(s). Page 2 of 2 CITY SECRETA CONTRACT NO. THE STATE OF IOWA COUNTY OF JOHNSON I ERLOCAL AGREEMENT BETWEEN THE CITY OF I A CITY, IOWA AND CITY OF JO NSON, IOWA RECOVERY ACT: JUSTICE A SISTANCE GRANT (JAG) OGRAM AWARD This Agreement is made and entered int this ~3~d day of Ap I, 2009, by and between The COUNTY of Johnson, acting by and thro hits governing b dy, the Commissioners Court, hereinafter referred to as COUNTY, and t CITY of low City, acting by and through its governing body, the City Council, hereinafte referred to s CITY, both of Johnson County, State of Iowa, witnesseth: WHEREAS, this Agreement is made under ~ie ~'(.ithority of Iowa Code Chapter 28E; and WHEREAS, each governing body, in perfor i governmental functions or in paying for the performance of governmental functions here nde shall make that performance or those payments from current revenues legally availabl to that arty; and WHEREAS, each governing body find that the pe rmance of this Agreement is in the best interests of both parties, that the unde king will benefi the public, and that the division of costs fairly compensates the performin party for the s rvices or functions under this agreement; and WHEREAS, the CITY agrees t provide the COUNTY $5 927 from the JAG award for the Equipment/Technology Program; nd WHEREAS, the COUNTY acid CITY believe it to be in their best interests to reallocate the JAG funds. / \ NOW THEREFORE, the OUNTY and CITY agree as follows: Section 1. CITY agrees to pay COUN a total of 55 927 of JAG funds. Section 2. COUNTY agrees to use 55 927 for the Equipment/Technology Program as outlined in the grant application. Page 1 of 2 Section 3. Nothing in the performance of this Agreement shall impose any liability for claims gainst COUNTY other than claims for which liability may be imposed by the Iowa Tort Clai Act. Section 4. Nothing in the performan of this Agreement shall impose any liability for aims against CITY other than claims for which 'ability may be imposed by the Iowa Tort Cla' s Act. Section 5. Each party to this agreement will a responsible for its own acti sin providing services under this agreement and shall not be lia le for any civil liability that ay arise from the furnishing of the services by the other party. Section 6. The parties to this Agreement do not inten for any t ~ d party to obtain a right by virtue of this Agreement. By entering into this Agreement, the parties d not 'ntend to create any obligations express or implied other than those set out herein; fu er, this greement shall not create any rights in any party not a signatory hereto. CITY OF IOWA CITY, IOWA .t City Manager~C C NTY OF JOHNSON, IOWA Cha rper on, Boar rvisors ATTEST: A/P~PRO E AS TO FORM: ~'I ~.~ , Ate,. % ~_ `~~ /-k ~/I~ Cit~Slerk, City of Iowa City County Attorne ~~ ,4--rc~s"r'' ~_ ~- ~I ity Atto ney, to a CI ~ _ C ~ w~ "By law, the District Attorn 's Office may only advise or approve contracts or legal document on behalf of its clients. It may not advise r approve a contract or legal document on behalf of other parties. Our view of this document was conducte solely from the legal perspective of our client. Our approval of this document was offered solely for the be efit of our client. Other parties should not rely on this approval and should seek review and approval by their o n respective attorney(s). Page 2 of 2 CITY SECRETARY CONTRACT NO. 2009-F3276-IA-SB THE STATE OF IOWA COUNTY OF JOHI'V,SON INTERLOCAL AGREEMENT BETWEEN THE CI OF IOWA CITY, IOWA AND CITY OF NORTH RECOVERY ACT: J~STICE ASSISTANCE GRANT (JAG) P RTY, IOWA RAM AWARD This Agreement is made and ntered into this day of April, 009, by and between The CITY OF NORTH LIBERTY, ting by and through its gover ng body, the City Council, hereinafter referred to as CITY O NORTH LIBERTY, and the TY OF IOWA CITY, acting by and through its governing body, t e City Council, hereinaft referred to as CITY OF IOWA CITY, both of Johnson County, Stat of Iowa, witnesseth: WHEREAS, this Agreement is r~iade under the au~fiority of Iowa Code Chapter 28E; and WHEREAS, each governing bod in performi g governmental functions or in paying for the performance of governmental functio s hereu er, shall make that performance or those payments from current revenues legally av ilable o that party; and WHEREAS, each governing body fin hat the performance of this Agreement is in the best interests of both parties, that the undert 'ng will benefit the public, and that the division of costs fairly compensates the performin p y for the services or functions under this agreement; and WHEREAS, the CITY OF IOW. 18 642 from the JAG award for the ~ to provide the CITY OF NORTH LIBERTY noloav Proaram: and WHEREAS, the CITY OF N~RTH LIBERTY an~CITY OF IOWA CITY believe it to be in their best interests to reallocate th JAG funds. NOW THEREFORE, the ITY OF NORTH LIBER and CITY OF IOWA CITY agree as follows: Section 1. CITY OF IOWA CITY agr s to pay CITY OF NORTH LIBERTY a otal of 18 642 of JAG funds. Section 2. CITY OF NORTH LIBERTY agrees to use $18,642 for the Equigment/Technology Program as outlined in the grant application. Page 1 of 2 Section 3. Nothing in the performance of this Agreement shall impose any liability for claims ainst COUNTY other than claims for which liability may be imposed by the Iowa Tort Clai Act. Section 4. Nothing in the p rformance of this Agreement shall impose any liability fo laims against CITY other than claims or which liability may be imposed by the Iowa Tort CI 'ms Act. Section 5. Each party to this agre ment will be responsible for its own ac ~ons in providing services under this agreement and sha not be liable for any civil liability th may arise from the furnishing of the services by the other arty. Section 6. The parties to this Agreement o not intend for an third party to obtain a right by virtue of this Agreement. 7. By entering into this Agreement, the arti do not intend to create any obligations express or implied other than those set out here' urther, this Agreement shall not create any rights in any party not a signatory hereto. CITY OF IOWA CITY, IOWA City Manager, City of Iowa City ATTEST: City Clerk, City of Iowa ATTEST: City Attorney, Iowa ~ity CITY OF NORTH LIBERTY, IOWA Ciry Manager, City of North Liberty APPROVED AS TO FORM: Clerk, City of North Liberty ED AS TO FORM: City Attdl'ney, City of North Liberty "By law, the District ttorney's Office may only advise or approve contracts r legal documents on behalf of its clients. It may not dvise or approve a contract or legal document on behalf f other parties. Our view of this document was co ucted solely from the legal perspective of our client. Ou approval of this document was offered solely for t e benefit of our client. Other parties should not rely on this a royal and should seek review and approval by t eir own respective attorney(s). Page 2 of 2 17 MEMORANDUM T0: Mr. Michael Lombardo ~ , FROM: Chief Sam Hargadine `~~ `~~`^, - RE: Proposed expenditures-JAG Recovery Act funding DATE: April 14, 2009 Federal administrative rules direct that the Iowa City Police Department allow review of a funding application by the agency's governing body. This memorandum is to advise the City Council of the Police Department's intent to utilize 2009 Justice Assistance Grant (JAG) funding for purposes of securing equipment and developing programs for Police Department operations. Via the inclusion of this memorandum in the Council packet, the additional requirement of allowing application review and comment by neighborhood or community organizations and the citizens of this community is satisfied. The award for the Iowa City Police Department is $192,831. Purpose Areas JAG funds may be used for state and local initiatives, technical assistance, training, personnel, equipment, supplies, contractual support, information systems for criminal justice, and criminal justice-related research and evaluation activities that will improve or enhance: • Law enforcement programs. Prosecution and court programs. Prevention and education programs. • Corrections and community corrections programs. • Drug treatment and enforcement programs. • Planning, evaluation, and technology improvement programs. • Crime victim and witness programs (other than compensation). Prohibited Uses No JAG funds may be expended outside of the JAG purpose areas. Even within the purpose areas, however, JAG funds may not be used directly or indirectly for security enhancements or equipment for nongovernmental entities not engaged in criminal justice or public safety. Nor may JAG funds be used directly or indirectly to provide for any of the following matters unless BJA certifies that extraordinary and exigent circumstances exist, making them essential to the maintenance of public safety and good order: • Vehicles (excluding police cruisers), vessels (excluding police boats), or aircraft (excluding police helicopters). Luxury items. Real estate. • Construction projects (other than penal or correctional institutions). • Any similar matters. Non-Supplanting Federal funds must be used to supplement existing state and local funds for program activities and must not replace those funds that have been appropriated for the same purpose. Attached, you will find a listing of equipment and program initiatives which the Iowa City Police Department intends to secure, via the use of monies associated with this funding source. CATEGORY SRT Unit Cost # units Total Munitions launcher (SRT) $2,560 1 $2,560.00 XREP Taser (launched) $165 10 $1,650.00 Breaching shotgun (SRT) $600 1 $600.00 (Rem. 870) Breaching rounds $185 1 $185.00 frangible slugs-ca/250 $300 1 $300.00 Search Lights (SRT) $376 4 $1,504.00 w/battery+case Wedge-it door wedges $7.95 40 $318.00 (SRT) GPS logging unit w/software $149.95 5 $749.75 CRIME SCENE $450 1 $450.00 Camera w/adapter (crime scene print camera) Digital video recorders $500 2 $1,000.00 (crime scene recorders) Crime Scene software $699 1 $699.00 (crime scene mapping) Laptop computer $600 1 $600.00 (crime scene) Fingerprint dusting station(field) $2,995 1 $2,995.00 Pop-up mobile crime lab Evidence drying station $4,995 1 $4,995.00 (air dry cabinet w/containment) Anti-putrefaction masks $110.95 5 $554.75 Metal detector $199.99 1 $199.99 (crime scene) VEHICLES/ACC. 600 $1 1 $1,600.00 Light Bar (car 54) , (current vendor) Cage (car 54, 59) $400 2 $800.00 Squad cars-Ford CV $25,000 2 $50,000.00 graphics/changeover $2,500 2 $5,000.00 Emerg. Lights for SCAT car $1,500 1 $1,500.00 Shotgun mount for SCAT $500 1 $500.00 car Hard wire LEIN antenna $100 1 $100.00 INVESTIGATIONS GPS Tracking unit $4,500 1 $4,500.00 Invest./SCAT Window tint for unmarked cars $150 6 $900.00 Port. DVR, pinhole camera $750 1 $750.00 (Invest) Laptop computer $1,500 1 $1,500.00 w/separate Internet account (Invest) DVR $500 1 $500.00 (Invest) Portable radio earpieces $80 4 $320.00 (SCAT) Tactical cameras $750 3 $2,250.00 worn on uniform CIVIL DISORDER Riot gear $280 75 $21,000.00 Riot helmets $155 75 $11,625.00 Trailer $6,000 1 $6,000.00 K9 Fiberscope (Interdiction tool) $350 1 $350.00 Density meter (inter. Tool) $400 1 $400.00 Desert Snow Tool Kit 139.95 1 139.95 PATROL Tasers $800 10 $8,000.00 Taser cartridges Taser warranty TRAINING Simunition rifle Simunition rifle mags Simunition Handguns(Glock) Simunition ammo (ca/1000) Simuniton training (train trainer) PROGRAMS DIVR (Department Initiative for Violence Reduction) $22.97 30 $689.10 $184.95 10 $1,849.50 $684 8 $5,472. 00 $38 16 $608. 00 $454 10 $4,540. 00 $515 2 $1,030. 00 $1,000 2 $2,000 .00 $54.07/hr 731 hrs $39,547 $192,831.00 April 20 ,2009 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 o'clock P .M., on the above date. There were present Mayor Bailey , in the chair, and the following named Council Members: Bai 1 ems, ('ham¢i on, ('ox~i a, Ha~~.k, n~ nonnel 1 . Wilburn, Wright Absent: ***~*** -1- Council Member Champion moved that the form of Tax Exemption Certificate be placed on file and approved. Council Member Hayek seconded the motion and the roll being called thereon, the vote was as follows: AYES: Bailey, Champion, Correia, Hayek, O'Donnell, Wilburn, Wright NAYS: NONE Council Member champion moved that the form of Continuing Disclosure. Certificate be placed on file and approved. Council Member Wilburn seconded the motion and the roll being called thereon, the vote was as follows: AYES: Bailey, Champion, Correia, Hayek, O'Donnell, NAYS: None Council Member Champion introduced the following Resolution entitled "A RESOLUTION APPROVING AND AUTHORIZING A FORM OF LOAN AGREEMENT AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $8,660,000 SEWER REVENUE REFUNDING CAPITAL LOAN NOTES, SERIES 2009A, OF THE CITY OF IOWA CITY, STATE OF IOWA, UNDER THE PROVISIONS OF THE CITY CODE OF IOWA, AND PROVIDING FOR A METHOD OF PAYMENT OF THE NOTES ", and moved its adoption. Council Member Wilburn seconded the motion to adopt. The roll was called and the vote was: AYES: Hayek, O'Donnell, Wilburn, Wright, Bailey, Champion, Correia. NAYS: None. ABSENT: None. -2- U4-LU-Uy ~18 AYES: Hayek, O'Donnell, Wilburn, Wright Bailey, Champion, Correia NAYS: Whereupon the Mayor declared the following Resolution duly adopted: Resolution No. 09-133 A RESOLUTION APPROVING AND AUTHORIZING A FORM OF LOAN AGREEMENT AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $8,660,000 SEWER REVENUE REFUNDING CAPITAL LOAN NOTES, SERIES 2009A, OF THE CITY OF IOWA CITY, STATE OF IOWA, UNDER THE PROVISIONS OF THE CITY CODE OF IOWA, AND PROVIDING FOR A METHOD OF PAYMENT OF THE NOTES WHEREAS, the City Council of the City of Iowa City, State of Iowa, sometimes hereinafter referred to as the "Issuer", has heretofore established charges, rates and rentals for services which are and will continue to be collected as system revenues of the Municipal Sewer Utility, sometimes hereinafter referred to as the "System", and the revenues have not been pledged and are available for the payment of Sewer Revenue Refunding Capital Loan Notes, Series 2009A, subject to the following premises; and WHEREAS, Issuer proposes to issue its Sewer Revenue Refunding Capital Loan Notes, Series 2009A, to the extent of not to exceed $10,300,000, for the purpose of defraying the costs of the project as set forth in Section 3 of this Resolution; and, it is deemed necessary and advisable and in the best interests of the City that a form of Loan Agreement be approved and authorized; and WHEREAS, there have been heretofore issued certain sewer bonds, notes or other obligations, part of which remain outstanding and are a lien on the net revenues of the System (defined herein as the "Outstanding Obligations"); and WHEREAS, in the Resolution authorizing the issuance of the Outstanding Obligations it is provided that additional Revenue Notes or Bonds may be issued on a parity with the Outstanding Obligations, for the costs of future improvements and extensions to the System or refunding outstanding obligations, provided that there has been procured and placed on file with the Clerk, a statement complying with the conditions and limitations therein imposed upon the issuance of Parity Obligations; and -3- WHEREAS, a statement of Public Financial Management, Inc., an Independent Financial Consultant not in the regular employ of Issuer, has been placed on file in the office of the Clerk, showing the conditions and ]imitations of the Resolutions dated September 19, 2000, November 27, 2001, adopted March 19, 2002 and September 23, 2008, with regard to the sufficiency of the revenues of the System to permit the issuance of additional Revenue Notes or Bonds ranking on a parity with the Outstanding Obligations to have been met and satisfied as required; and WHEREAS, the notice of intention of Issuer to take action for the issuance of not to exceed $10,300,000 Sewer Revenue Refunding Capital Loan Notes, Series 2009A, 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 $8,660,000 Notes: 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: • "Authorized Denominations" shall mean $5,000 or any integral multiple thereof. • "Beneficial Owner" shall mean the person in whose name such Note is recorded as the beneficial owner of a Note by a Participant on the records of such Participant or such person's subrogee. • "Call Date" shall mean July 1, 2009, on which date the Refunded Bonds shall be redeemed and paid. • "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Notes. • "Clerk" shall mean the City Clerk, or such other officer of the successor Governing Body as shall be charged with substantially the same duties and responsibilities. • "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate executed by the Issuer and dated the date of issuance and delivery of the Notes, as originally executed and as it may be amended from time to time in accordance with the terms thereof. -4- • "Depository Notes" shall mean the Notes as issued in the form of one global certificate for each maturity, registered in the Registration Books maintained by the Registrar in the name of DTC or its nominee. • "DTC" shall mean The Depository Trust Company, New York, New York, a limited purpose trust company, or any successor book-entry securities depository appointed for the Notes. • "Fiscal Year" shall mean the twelve-month period beginning on July 1 of each year and ending on the last day of June of the following year, or any other consecutive twelve-month period adopted by the Governing Body or by law as the official accounting period of the System. Requirements of a Fiscal Year as expressed in this Resolution shall exclude any payment of principal or interest falling due on the first day of the Fiscal Year and include any payment of principal or interest falling due on the first day of the succeeding Fiscal Year, except to the extent of any conflict with the terms of the Outstanding Bonds while the same remain outstanding. • "Governing Body" shall mean the City Council of the City, or its successor in function with respect to the operation and control of the System. • "Independent Auditor" shall mean an independent firm of Certified Public Accountants or the Auditor of State. • "Issuer" and "City" shall mean the City of Iowa City, State of Iowa. • "Loan Agreement" shall mean a Loan Agreement between the Issuer and a lender or lenders in substantially the form attached to and approved by this Resolution. • "Net Revenues" shall mean gross earnings of the System after deduction of current expenses; "Current Expenses" shall mean and include the reasonable and necessary cost of operating, maintaining, repairing and insuring the System, including purchases at wholesale, if any, salaries, wages, and costs of materials and supplies but excluding depreciation and principal of and interest on the Notes and any Parity Obligations or payments to the various funds established herein; capital costs, depreciation and interest or principal payments are not System expenses. • "Notes" shall mean $8,660,000 Sewer Revenue Refunding Capital Loan Notes, Series 2009A, authorized to be issued by this Resolution. -5- • "Original Purchaser" shall mean the purchaser of the Notes from Issuer at the time of their original issuance. • "Outstanding Obligations" shall mean the Sewer Revenue Bonds dated October 1, 2000, December 1, 2001, and April 1, 2002 issued in accordance with Resolutions No. 00-320 adopted September 19, 2000, No. 01-374 adopted November 27, 2001 and Resolution No. 02-106 adopted March 19, 2002 and Sewer Revenue Refunding Capital Loan Notes dated October 15, 2008 issued in accordance with Resolution No. 08-290 adopted September 23, 2008, $355,000, $10,250,000, $11,580,000 and $24,280,000 of which obligations are still outstanding and unpaid and remain a lien on the Net Revenues of the System. • "Parity Obligations" shall mean sewer revenue notes, bonds or other obligations payable solely from the Net Revenues of the System on an equal basis with the Notes herein authorized to be issued, and shall include Additional Obligations as authorized to be issued under the terms of this Resolution and the Outstanding Obligations. • "Participants" shall mean those broker-dealers, banks and other financial institutions for which DTC holds Notes as securities depository. • "Paying Agent" shall mean the City Controller, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein as Issuer's agent to provide for the payment of principal of and interest on the Notes as the same shall become due. • "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) -6- - U.S. Department of Housing & Urban Development (FHA's) - Federal Housing Administration ^ repurchase agreements whose underlying collateral consists of the investments set out above if the Issuer takes delivery of the collateral either directly or through an authorized custodian. Repurchase agreements do not include reverse repurchase agreements; ^ senior debt obligations rated "AAA" by Standard & Poor's Corporation (S&P) or "Aaa" by Moody's Investors Service Inc. (Moody's) issued by the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation; ^ U.S. dollar denominated deposit accounts, federal funds and banker's acceptances with domestic commercial banks which have a rating on their short-term certificates of deposit on the date of purchase of "A-1 " or "A- l+" by S&P or "P-1" by Moody's and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); ^ commercial paper which is rated at the time of purchase in the single highest classification, "A-1+" by S&P or "P-1" by Moody's and which matures not more than 270 days after the date of purchase; ^ investments in a money market fund rated "AAAm" or "AAAm-G" or better by S&P, or "AAA" or "AA" by Moody's Investors Services, Inc.; ^ pre-refunded municipal obligations, defined as any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (a) which are rated, based on an irrevocable escrow account or fund (the "escrow"), in the highest rating category of S&P or Moody's or any successors thereto; or (b)(i) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or direct obligations of the Department of the Treasury of the United States of America, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specif ed redemption date or dates pursuant to such irrevocable instructions, as appropriate; and (ii) which escrow is sufficient, as verified by a nationally recognized independent 7- certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates specified in the irrevocable instructions referred to above, as appropriate; ^ tax exempt bonds as defined and permitted by section 148 of the Internal Revenue Code and applicable regulations and only if rated within the two highest classifications as established by at least one of the standard rating services approved by the superintendent of banking by rule adopted pursuant to chapter 17A Code of Iowa; ^ an investment contract rated within the two highest classifications as established by at least one of the standard rating services approved by the superintendent of banking by rule adopted pursuant to chapter 17A Code of Iowa; and ^ Iowa Public Agency Investment Trust. • "Project Fund" shall mean the fund into which a portion of the proceeds that will be used, together with interest earnings thereon, to pay the principal, interest and redemption premium, if any, on the Refunded Bonds. • "Refunded Bonds" shall mean $9,220,000 of the $12,000,000 Sewer Revenue Bonds, Series 2000 dated October 1, 2000. • "Registrar" shall mean the City Controller of Iowa City, Iowa, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein with respect to maintaining a register of the owners of the Notes. Unless otherwise specified, the Registrar shall also act as Transfer Agent for the Notes. • "Representation Letter" shall mean the Blanket Issuer Letter of Representations executed and delivered by the Issuer to DTC on file with DTC. • "Reserve Fund Requirement" shall mean an amount equal to the lesser of (a) the maximum annual amount of the principal and interest coming due on the Notes and Parity Obligations; (b) 10 % of the stated principal amount of the Notes and Parity Obligations or (c) 125% of the average annual principal and interest coming due on the Notes and Parity Obligations. For purposes of this definition: (1) "issue price" shall be substituted for "stated principal amount" for issues with original issue discount or original issue premium of more than a de minimus amount and (2) stated principal amount shall not include any portion of an issue refunded or advance refunded by a subsequent issue. -8- • "Resolution" shall mean this resolution authorizing the issuance of the Notes. • "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 Notes or Parity Obligations remain outstanding; all real and personal property; and all appurtenances, contracts, leases, franchises and other intangibles. • "Tax Exemption Certificate" shall mean the Tax Exemption Certificate executed by the Treasurer and delivered at the time of issuance and delivery of the Notes. • "Treasurer" shall mean the Finance Director or such other officer as shall succeed to the same duties and responsibilities with respect to the recording and payment of the Notes issued hereunder. • "Yield Restricted" shall mean required to be invested at a yield that is not materially higher than the yield on the Notes under section 148 (a) of the Internal Revenue Code or regulations issued thereunder. Section 2. Authority. The Loan Agreement and the Notes authorized by this Resolution shall be issued pursuant to Sections 384.24A and 384.82, of the City Code of Iowa, and in compliance with all applicable provisions of the Constitution and laws of the State of Iowa. The Loan Agreement shall be substantially in the form attached to this Resolution and is authorized to be executed and issued on behalf of the Issuer by the Mayor and attested by the City Clerk. Section 3. Authorization and Purpose. There are hereby authorized to be issued, negotiable, serial, fully registered Revenue Notes of the City of Iowa City, in the County of Johnson, State of Iowa, in the aggregate amount of $8,660,000 for the purpose of paying costs of the refunding of outstanding Sewer Revenue Bonds, Series 2000, dated October 1, 2000. Section 4. Source of Payment. The Notes herein authorized and Parity Notes and Parity Obligations and the interest thereon shall be payable solely and only out of the net earnings of the System and shall be a first lien on the future Net Revenues of the System. The Notes shall not be general obligations of the Issuer nor shall they be payable in any manner by taxation and the Issuer shall be in no manner liable by reason of the failure of the net revenues to be sufficient for the payment of the Notes. -9- Section 5. Note Details. Sewer Revenue Refunding Capital Loan Notes, Series 2009A, of the City in the amount of $8,660,000, shall be issued to evidence the obligations of the Issuer under the Loan Agreement pursuant to the provisions of Sections 384.24A and 384.82 of the City Code of Iowa for the aforesaid purpose. The Notes shall be designated "$8,660,000 SEWER REVENUE REFUNDING CAPITAL LOAN NOTES, SERIES 2009A", be dated May 18, 2009, and bear interest from the date thereof, until payment thereof, at the office of the Paying Agent, such interest payable on January 1, 2010, and semiannually thereafter on the 1st day of July and January in each year until maturity at the rates hereinafter provided. The Notes shall be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the City Clerk, and impressed or printed with the seal of the City and shall be fully registered as to both principal and interest as provided in this Resolution; principal, interest and premium, if any, shall be payable at the office of the Paying Agent by mailing of a check to the registered owner of the Note. The Notes shall be in the denomination of $5,000 or multiples thereof. The Notes shall mature and bear interest as follows: Principal Interest Maturity Amount Rate July 1st $260,000 3.50% 2010 $290,000 3.50% 2011 $435,000 3.50% 2012 $450,000 3.50% 2013 $465,000 3.50% 2014 $485,000 4.00% 2015 $505,000 4.00% 2016 $525,000 4.00% 2017 $550,000 4.50% 2018 $575,000 4.50% 2019 $605,000 4.50% 2020 $635,000 4.50% 2021 $665,000 5.00% 2022 $700,000 5.00% 2023 $740,000 5.00% 2024 $775,000 5.00% 2025 Section 6. Redemption. Notes maturing after July 1, 2017, 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. -10- Thirty days' notice of redemption shall be given by ordinary mail to the registered owner of the Note. Failure to give such notice by mail to any registered owner of the Notes or any defect therein shall not affect the validity of any proceedings for the redemption of the Notes. All Notes or portions thereof called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment. If selection by lot within a maturity is required, the Registrar shall designate the Notes to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of Notes to be called has been reached. Section 7. Issuance of Notes in Book-Entry Form• Replacement Notes. (a) Notwithstanding the other provisions of this Resolution regarding registration, ownership, transfer, payment and exchange of the Notes, unless the Issuer determines to permit the exchange of Depository Notes for Notes in the Authorized Denominations, the Notes shall be issued as Depository Notes in denominations of the entire principal amount of each maturity of Notes (or, if a portion of the principal amount is prepaid, the principal amount less the prepaid amount); and such Depository Notes shall be registered in the name of Cede & Co., as nominee of DTC. Payment of semi- annual interest for any Depository Note shall be made by wire transfer or New York Clearing House or equivalent next day funds to the account of Cede & Co. on the interest payment date for the Notes at the address indicated in or pursuant to the Representation Letter. (b) With respect to Depository Notes, neither the Issuer nor the Paying Agent shall have any responsibility or obligation to any Participant or to any Beneficial Owner. Without limiting the immediately preceding sentence, neither the Issuer nor the Paying Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC or its nominee or of any Participant with respect to any ownership interest in the Notes, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTC or its nominee, of any notice with respect to the Notes, (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC or its nominee, of any amount with respect to the principal of, premium, if any, or interest on the Notes, or (iv) the failure of DTC to provide any information or notification on behalf of any Participant or Beneficial Owner. The Issuer and the Paying Agent may treat DTC or its nominee as, and deem DTC or its nominee to be, the absolute owner of each Note for the purpose of payment of the principal of, premium, if any, and interest on such Note, .for the purpose of all other matters with respect to such Note, for the purpose of registering transfers with respect to such Notes, and for all other purposes whatsoever (except for the giving of certain -11- Noteholder consents, in accordance with the practices and procedures of DTC as may be applicable thereto). The Paying Agent shall pay all principal of, premium, if any, and interest on the Notes only to or upon the order of the noteholders as shown on the Registration Books, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of, premium, if any, and interest on the Notes to the extent so paid. Notwithstanding the provisions of this Resolution to the contrary (including without limitation those provisions relating to the surrender of Notes, registration thereof, and issuance in Authorized Denominations), as long as the Notes are Depository Notes, full effect shall be given to the Representation Letter and the procedures and practices of DTC thereunder, and the Paying Agent shall comply therewith. (c) Upon (i) a determination by the Issuer that DTC is no longer able to carry out its functions or is otherwise determined unsatisfactory, or (ii) a determination by DTC that the Notes are no longer eligible for its depository services or (iii) a determination by the Paying Agent that DTC has resigned or discontinued its services for the Notes, if such substitution is authorized by law, the Issuer shall (A) designate a satisfactory substitute depository as set forth below or, if a satisfactory substitute is not found, (B) provide for the exchange of Depository Notes for replacement Notes in Authorized Denominations. (d) To the extent authorized by law, if the Issuer determines to provide for the exchange of Depository Notes for Notes in Authorized Denominations, the Issuer shall so notify the Paying Agent and shall provide the Registrar with a supply of executed unauthenticated Notes to be so exchanged. The Registrar shall thereupon notify the owners of the Notes and provide for such exchange, and to the extent that the Beneficial Owners are designated as the transferee by the owners, the Notes will be delivered in appropriate form, content and Authorized Denominations to the Beneficial Owners, as their interests appear. (e) Any substitute depository shall be designated in writing by the Issuer to the Paying Agent. Any such substitute depository shall be a qualified and registered "clearing agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended. The substitute depository shall provide for (i) immobilization of the Depository Notes, (ii) registration and transfer of interests in Depository Notes by book entries made on records of the depository or its nominee and (iii) payment of principal of, premium, if any, and interest on the Notes in accordance with and as such interests may appear with respect to such book entries. Section 8. Registration of Notes• Appointment of Registrar; Transfer; Ownership; Delivery; and Cancellation. (a) Registration. The ownership of Notes may be transferred only by the making of an entry upon the books kept for the registration and transfer of -12- ownership of the Notes, and in no other way. The City Controller is hereby appointed as Note Registrar under the terms of this Resolution. Registrar shall maintain the books of the Issuer for the registration of ownership of the Notes for the payment of principal of and interest on the Notes as provided in this Resolution. All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial Code subject to the provisions for registration and transfer contained in the Notes and in this Resolution. (b} Transfer. The ownership of any Note may be transferred only upon the Registration Books kept for the registration and transfer of Notes and only upon surrender thereof at the office of the Registrar together with an assignment duly executed by the holder or his duly authorized attorney in fact in such form as shall be satisfactory to the Registrar, along with the address and social security number or federal employer identification number of such transferee (or, if registration is to be made in the name of multiple individuals, of all such transferees). In the event that the address of the registered owner of a Note (other than a registered owner which is the nominee of the broker or dealer in question) is that of a broker or dealer, there must be disclosed on the Registration Books the information pertaining to the registered owner required above. Upon the transfer of any such Note, a new fully registered Note, of any denomination or denominations permitted by this Resolution in aggregate principal amount equal to the unmatured and unredeemed principal amount of such transferred fully registered Note, and bearing interest at the same rate and maturing on the same date or dates shall be delivered by the Registrar. (c) RegLstration of Transferred Notes. In all cases of the transfer of the Notes, the Registrar shall register, at the earliest practicable time, on the Registration Books, the Notes, in accordance with the provisions of this Resolution. (d) Ownership. As to .any Note, the person in whose name the ownership of the same shall be registered on the Registration Books of the Registrar shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Notes and the premium, if any, and interest thereon shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note, including the interest thereon, to the extent of the sum or sums so paid. (e) Cancellation. All Notes which have been redeemed shall not be reissued but shall be cancelled by the Registrar. All Notes which are cancelled by the Registrar shall be destroyed and a Certificate of the destruction thereof shall be furnished promptly to the Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the cancelled Notes to the Issuer. -13- (f) Non-Presentment of Notes. In the event any payment check representing payment of principal of or interest on the Notes is returned to the Paying Agent or if any note is not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such principal of or interest on Notes shall have been made available to the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Notes shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the owner of such Notes who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Resolution or on, or with respect to, such interest or Notes. The Paying Agent's obligation to hold such funds shall continue for a period equal to two years and six months following the date on which such interest or principal became due, whether at maturity, or at the date fixed for redemption thereof, or otherwise, at which time the Paying Agent, shall surrender any remaining funds so held to the Issuer, whereupon any claim under this Resolution by the Owners of such interest or Notes of whatever nature shall be made upon the Issuer. (g) Registration and Transfer Fees. The Registrar may furnish to each owner, at the Issuer's expense, one note for each annual maturity. The Registrar shall furnish additional Notes in lesser denominations (but not less than the minimum denomination) to an owner who so requests. Section 9. Reissuance of Mutilated, Destroyed Stolen or Lost Notes. In case any outstanding Note shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the request of Registrar authenticate and deliver a new Note of like tenor and amount as the Note so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Note to Registrar, upon surrender of such mutilated Note, or in lieu of and substitution for the Note destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and Issuer that such Note has been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Registrar and Issuer with satisfactory indemnity and complying with such other reasonable regulations as the Issuer or its agent may prescribe and paying such expenses as the Issuer may incur in connection therewith. Section 10. Record Date. Payments of principal and interest, otherwise than upon full redemption, made in respect of any Notes, shall be made to the registered holder thereof or to their designated Agent as the same appear on the books of the Registrar on the 15th day preceding the payment date. All such payments shall fully discharge the obligations of the Issuer in respect of such Notes to the extent of the payments so made. Payment of principal shall only be made upon surrender of the Notes to the Paying Agent. -14- Section 11. Execution, Authentication and Delivery of the Notes. Upon the adoption of this Resolution, the Mayor and Clerk shall execute and deliver the Notes to the Registrar, who shall authenticate the Notes and deliver the same to or upon order of the Original Purchaser. No Note shall be valid or obligatory for any purpose or shall be entitled to any right or benefit hereunder unless the Registrar shall duly endorse and execute on such Note a Certificate of Authentication substantially in the form of the Certificate herein set forth. Such Certificate upon any Note executed on behalf of the Issuer shall be conclusive evidence that the Note so authenticated has been duly issued under this Resolution and that the holder thereof is entitled to the benefits of this Resolution. 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 Noteholder. -15- Section 13. Form of Note. Notes shall be printed in substantial compliance with standards proposed by the American Standards Institute substantially in the form as follows: (6) (6) (~) (g) (1) (2) (3) (4) ~ (5) (9) (9a) (10) (Continued on the back of this Note) (11)(12)(13) ~ (14) ~ ~- (15) FIGURE 1 (Front) - 16- (10) (16) (Continued) FIGURE 2 (Back) -17- The text of the Notes to be located thereon at the item numbers shown shall be as follows: Item 1, figure I= "STATE OF IOWA" "COUNTY OF JOHNSON" "CITY OF IOWA CITY" "SEWER REVENUE REFUNDING CAPITAL LOAN NOTE" "SERIES 2009A" Item 2, figure Item 3, figure Item 4, figure Item 5, figure Item 6, figure Item 7, figure Item 8, figure = Rate: = Maturity: = Note Date: May 18, 2009 = CUSIP No.: _ "Registered" = Warrant 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 $ THOUSAND DOLLARS in lawful money of the United States of America, on the maturity date shown above, only upon presentation and surrender hereof at the office of the City Controller, Paying Agent of this issue, or its successor, with interest on such sum from the date hereof until paid at the rate per annum specified above, payable on January 1, 2010, and semiannually thereafter on the 1st day of July and January in each year. Interest and principal shall be paid to the registered holder of the Note as shown on the records of ownership maintained by the Registrar as of the 1 Sth day preceding such interest payment date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. This Note is issued pursuant to the provisions of Sections 384.24A and 384.82 of the City Code of Iowa, for the purpose of paying costs of the refunding of outstanding Sewer Revenue Bonds, Series 2000, dated October 1, 2000, and in order to evidence the obligations of the Issuer under a certain Loan Agreement dated , in conformity to a Resolution of the City Council of the City duly passed and approved. For -18- a complete statement of the revenues and funds from which and the conditions under which this Note is payable, a statement of the conditions under which additional Notes or Bonds of equal standing may be issued, and the general covenants and provisions pursuant to which this Note is issued, reference is made to the above described Loan Agreement and Resolution. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a limited purpose trust company ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other Issuer as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Notes maturing after July 1, 2017, 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 by ordinary mail to the registered owner of the Note. Failure to give such notice by mail to any registered owner of the Notes or any defect therein shall not affect the validity of any proceedings for the redemption of the Notes. All Notes or portions thereof called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment. If selection by lot within a maturity is required, the Registrar shall designate the Notes to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of Notes to be called has been reached. Ownership of this Note may be transferred only by transfer upon the books kept for such purpose by the City Controller, the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Note at the office of the Registrar as designated below, together with an assignment duly executed by the owner hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however, promptly give notice to registered Noteholders of such change. All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial Code and subject to the provisions for registration and transfer contained in the Note Resolution. -19- This Note and the series of which it forms a part, other obligations ranking on a parity therewith, and any Additional Obligations which may be hereafter issued and outstanding from time to time on a parity with the Notes, as provided in the Note Resolution and Loan Agreement of which notice is hereby given and which are hereby made a part hereof, are payable from and secured by a pledge of the net revenues of the 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 Notes, and other Obligations ranking on a parity therewith, as the same become due. This Note is not payable in any manner by taxation and under no circumstances shall the City be in any manner liable by reason of the failure of the net earnings to be sufficient for the payment hereof. And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to be performed precedent to the lawful issue of this Note, have been existent, had, done and performed as required by law. IN TESTIMONY WHEREOF, the City by its City Council has caused this Note to be signed by the facsimile signature of its Mayor and attested by the facsimile signature of its Clerk, with the seal of the City printed hereon, and authenticated by the manual signature of an authorized representative of the Registrar, the City Controller, Iowa City, Iowa. Item 11, figure 1 =Date of Authentication: Item 12, figure 1 =This is one of the Notes described in the within mentioned Resolution, as registered by the City Controller CITY CONTROLLER, Registrar By: Authorized Signature Item 13, figure 1 =Registrar and Transfer Agent: City Controller Paying Agent: City Controller SEE REVERSE FOR CERTAIN DEFINITIONS Item 14, figure 1 = (Seal) -20- Item 15, figure 1 = (Signature Block) CITY OF IOWA CITY, STATE OF IOWA By: (facsimile signature) Mayor ATTEST: By: (facsimile signature) City Clerk Item 17, figure I = (Assignment Block) (Information Required for Registration) STATEMENT OF INSURANCE rinuncial Security Assurance Inc. ("Financial Security"), New York, New York, has delivered its municipal bond insurance policy with respect to the scheduled payments due of principal of and interest on this Note to the City Controller, Iowa City, Iowa, or its successor, as paying agent for the Notes (the "Paying Agent"). Said Policy is on file and available for inspection at the principal office of the Paying Agent and a copy thereof may be obtained from Financial Security or the Paying Agent. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. the within Note and does hereby irrevocably constitute and appoint attorney in fact to transfer the said Note on the books kept for registration of the within Note, with full power of substitution in the premises. Dated this day of , 2009. (Person(s) executing this Assignment sign(s) here) SIGNATURE GUARANTEED -21 - IMPORTANT -READ CAREFULLY The signature(s) to this Power must correspond with the name(s) as written upon the face of the Certificate(s) or Note(s) in every particular without alteration or enlargement or any change whatever. Signature guarantee must be provided in accordance with the prevailing standards and procedures of the Registrar and Transfer Agent. Such standards and procedures may require signature to be guaranteed by certain eligible guarantor institutions that participate in a recognized signature guarantee program. INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER Name of Transferee(s) Address of Transferee(s) Social Security or Tax Identification Number of Transferee(s) Transferee is a(n): Individual* Partnership If the Note is to be registered in the names of multiple individual owners, the names of all such owners and one address and social security number must be provided. The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common IA UNIF TRANS MIN ACT - .......... Custodian .......... (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 Notes and Parity Obligations shall be secured equally and ratably by the Net -22- Corporation Trust Revenues of the System without priority by reason of number or time of sale or delivery; and the revenues of the System are hereby irrevocably pledged to the timely payment of both principal and interest as the same become due. Section 15. Application of Note Proceeds -Redemption and Current Refunding of Refunded Bonds. Proceeds of the Notes shall be applied as follows: • An amount equal to accrued interest shall be deposited in the Sinking Fund for application to the first payment of interest on the Notes. • An amount sufficient to meet the Reserve Fund Requirement shall be deposited in the Reserve Fund. • $9,217,798.81 of proceeds shall be deposited in trust with the Treasurer for the payment of the Refunded Bonds and is irrevocably appropriated exclusively to the payment of principal of, interest on and premium, if any, due on the redemption thereof. Said amount shall be held separately from all other moneys or accounts, in cash or direct obligations of the United States, maturing on or before the Call Date of the Refunded Bonds, and is determined to be sufficient to retire on the designated Call Date. all of such obligations, together with the interest thereon to the designated redemption date and premium thereon, if any, that may be payable on the redemption of the same. • The remaining proceeds shall be held by the Treasurer and applied to pay the costs of issuance of the Notes. The Refunded Bonds are called and shall be redeemed as of the Call Date. The Clerk is hereby authorized and directed to cause notice of such redemption to be given in compliance with the terms of the Refunded Bonds. Any excess proceeds remaining on hand after completion of the purpose of issuance shall be paid into the Improvement Fund to the maximum required amounts and any remaining amounts shall be used to call or otherwise retire Notes. Section 16. User Rates. There has heretofore been established and published as required by law, just and equitable rates or charges for the use of the service rendered by the System. The rates or charges shall be paid by the owner of each and every lot, parcel of real estate, or building that is connected with and uses the System, by or through any part of the System or that in any way uses or is served by the System. So long as the Notes are outstanding and unpaid the rates 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 -23- and interest on the Notes and Parity Notes and obligations as the same fall due, and to provide for the creation of reserves as hereinafter provided. Any revenues paid and collected for the use of the System and its services by the. Issuer or any department, agency or instrumentality of the Issuer shall be used and accounted for in the same manner as any other revenues derived from the operations of the System. Section 17. Application of Revenues. From and after the delivery of any Notes, and as long as any of the Notes or Parity Obligations shall be outstanding and unpaid either as to principal or as to interest, or until all of the Notes and Parity Obligations then outstanding shall have been discharged and satisfied in the manner provided in this Resolution, the entire income and revenues of the System shall be deposited as collected in a fund to be known as the Sewer Revenue Fund (the "Revenue Fund"), and shall be disbursed only as follows: (a) Operation and Maintenance Fund. Money in the Revenue Fund shall first be disbursed to make deposits into a separate and special fund to pay current expenses. The fund shall be known as the Sewer Revenue Operation and Maintenance Fund (the "Operation and Maintenance Fund"). There shall be deposited in the Operation and Maintenance Fund each month an amount sufficient to meet the current expenses of the month plus an amount equal to 1/12th of expenses payable on an annual basis such as insurance. After the first day of the month, further, deposits may be made to this account from the Revenue Fund to the extent necessary to pay current expenses accrued and payable to the extent that funds are not available in the Surplus Fund. (b) Sinking Fund. Money in the Revenue Fund shall next be disbursed to make deposits into a separate and special fund to pay the principal and interest requirements of the Fiscal Year on the Notes and Parity Obligations. The fund shall be known as the Sewer Revenue Note and Interest Sinking Fund (the "Sinking Fund"). The required amount to be deposited in the Sinking Fund in any month shall be the equal monthly amount necessary to pay in full the installment of interest coming due on the next interest payment date on the then outstanding Notes and Parity Obligations, plus the equal monthly amount necessary to pay in full the installment of principal coming due on such Notes on the next succeeding principal payment date until the full amount of such installment is on hand. If for any reason the amount on hand in the Sinking Fund exceeds the required amount, the excess shall forthwith be withdrawn and paid into the Revenue Fund. Money in the Sinking Fund shall be used solely for the purpose of paying principal of and interest on the Notes and Parity Obligations as the same shall become due and payable. -24- (c) Reserve Fund. Money in the Revenue Fund shall be disbursed to maintain a debt service reserve in an amount equal to the Reserve Fund Requirement. Such fund shall be known as the Sewer Revenue Debt Service Reserve Fund (the "Reserve Fund"). In each month there shall be deposited in the Reserve Fund an amount equal to 25 percent of the amount required by this Resolution to be deposited in such month in the Sinking Fund; provided, however, that when the amount on deposit in the Reserve Fund shall be not less than the Reserve Fund Requirement, no further deposits shall be made into the Reserve Fund except to maintain such level, and when the amount on deposit in the Reserve Fund is greater than the balance required above, such additional amounts shall be withdrawn and paid into the Revenue Fund. Money in the Reserve Fund shall be used solely for the purpose of paying principal at maturity of or interest on the Notes and Parity Obligations for the payment of which insufficient money shall be available in the Sinking Fund. Whenever it shall become necessary to so use money in the Reserve Fund, the payments required above shall be continued or resumed until it shall have been restored to the required minimum amount. (d) Improvement Fund. Money in the Revenue Fund shall next be disbursed to maintain a fund to be known as the Sewer Revenue Improvement Fund (the "Improvement Fund"). The minimum amount to be deposited in the Improvement Fund each month shall be $20,000; provided, however, that when the amount of such deposits in the fund shall equal or exceed $2,000,000, no further monthly deposits need be made into the Improvement Fund except to maintain it at such level. Money in the Improvement Fund not otherwise specially limited by other provisions of this Resolution shall be used solely for the purpose of paying principal of or interest on the Notes or Parity Obligations when there shall be insufficient money in the Sinking Fund and the Reserve Fund; and to the extent not required for the foregoing, to pay the cost of extraordinary maintenance expenses or repairs, renewals and replacements not included in the annual budget of revenues and current expenses, payment of rentals on any part of the System or payments due for any property purchased as a part of the System, and for capital improvements to the System. Whenever it shall become necessary to so use money in the Improvement Fund, the payments required above shall be continued or resumed until it shall have been restored to the required minimum amount. (e) Subordinate Obli ations. Money in the Revenue Fund may next be used to pay principal of and interest on (including reasonable reserves therefor) any other obligations which by their terms shall be payable from the revenues of the System, but subordinate to the Notes and Parity Obligations, and which have been issued for the purposes of extensions and improvements to the System or to retire the Notes or Parity Obligations in advance of maturity, or to pay for extraordinary repairs or replacements to the System. - 25 - (f) Surplus Revenue. All money thereafter remaining in the Revenue Fund at the close of each month may be deposited in any of the funds created by this Resolution, to pay for extraordinary repairs or replacements to the System, or may be used to pay or redeem the Notes or Parity Obligations, any of them, or for any lawful purpose. Money in the Revenue Fund shall be allotted and paid into the various funds and accounts hereinbefore referred to in the order in which the funds are listed, on a cumulative basis on the 10th day of each month, or on the next succeeding business day when the 10th shall not be a business day; and if in any month the money in the Revenue Fund shall be insufficient to deposit or transfer the required amount in any of the funds or accounts, the deficiency shall be made up in the following month or months after payments into all funds and accounts enjoying a prior claim to the revenues shall have been met in full. Section 18. Outstanding Obli atg ions. Nothing in this Resolution shall be construed to impair the rights vested in the Outstanding Obligations. The amounts herein required to be paid into the various funds named in this Resolution shall be inclusive of payments required in respect to the Outstanding Obligations. The provisions of the resolution or resolutions referred to in Section 1 of this Resolution and the provisions of this Resolution are to be construed wherever possible so that the same will not be in conflict. In the event such construction is not possible, the provisions of the resolution first adopted shall prevail until such time as the Notes authorized by the resolution have been paid in full or otherwise satisfied as therein provided at which time the provisions of this Resolution shall again prevail. 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 the State Sinking Fund provided under Chapter 12C of the Code of Iowa, 2009, 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. 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. -26- 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 Re~~ardin_g_the Operation of the System. The Issuer hereby covenants and agrees with each and every holder of the Notes and Parity Obligations: (a) Maintenance and Efficiency. The Issuer will maintain the System in good condition and operate it in an efficient manner and at reasonable cost. (b) Sufficiency of Rates. On or before the beginning of each Fiscal Year the Governing Body will adopt or continue in effect rates for all services rendered by the System determined to be sufficient to produce Net Revenues for the next succeeding Fiscal Year adequate to pay principal and interest requirements and create reserves as provided in this Resolution but not less than 110 percent of the principal and interest requirements of the Fiscal Year. No free use of the System by the Issuer or any department, agency or instrumentality of the Issuer shall be permitted except upon the determination of the Governing Body that the rates and charges otherwise in effect are sufficient to provide Net Revenues at least equal to the requirements of this subsection. (c) Insurance. That the Issuer shall maintain insurance for the benefit of the Noteholders on the insurable portions of the System of a kind and in an amount which normally would be carried by private companies engaged in a similar kind of business. The proceeds of any insurance, except public liability insurance, shall be used to repair or replace the part or parts of the System damaged or destroyed, or if not so used shall be placed in the Improvement Fund. (d) Accounting and Audits. The Issuer will cause to be kept proper books and accounts adapted to the System and in accordance with generally accepted accounting practices, and will diligently act to cause the books and accounts to be audited annually and reported upon not later than 180 days after the end of each Fiscal Year by an Independent Auditor and will provide copies of the audit report to the holders of any of the Notes and Parity Obligations upon request. The holders of any of the Notes and Parity Obligations shall have at all reasonable times the right to inspect the System and the records, accounts and data of the Issuer relating thereto. (e) State Laws. The Issuer will faithfully and punctually perform all duties with reference to the System required by the Constitution and laws of the State of Iowa, including the making and collecting of reasonable and sufficient rates for services rendered by the System as above provided, and will segregate the -27- revenues of the System and apply the revenues to the funds specified in this Resolution. (fj Pro ert .The Issuer will not sell, lease, mortgage or in any manner dispose of the System, or any capital part thereof, including any and all extensions and additions that may be made thereto, until satisfaction and discharge of all of the Notes and Parity Obligations shall have been provided for in the manner provided in this Resolution; provided, however, that this covenant shall not be construed to prevent the disposal by the Issuer of property which in the judgment of its Governing Body has become inexpedient or unprofitable to use in connection with the System, or if it is to the advantage of the System that other property of equal or higher value be substituted therefor, and provided further that the proceeds of the disposition of such property shall be placed in a revolving fund to be used in preference to other sources for capital improvements to the System. Any such proceeds of the disposition of property acquired with the proceeds of the Notes or Parity Obligations shall not be used to pay principal or interest on the Notes or Parity Obligations or for payments into the Sinking or Reserve Fund. (g) FidelitX 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) Bu_dget. The Governing Body of the Issuer shall approve and conduct operations pursuant to a system budget~of revenues and current expenses for each Fiscal Year. Such budget shall take into account revenues and current expenses during the current and last preceding Fiscal Year. Copies of such budget and any amendments thereto shall be provided to the holders of any of the Notes upon request. Section 21. Remedies of Noteholders. Except as herein expressly limited the holder or holders of the Notes and Parity Obligations shall have and possess all the rights of action and remedies afforded by the common law, the Constitution and statutes of the State of Iowa, and of the United States of America, for the enforcement of payment of their Notes and interest thereon, and of the pledge of the revenues made hereunder, and of all covenants of the Issuer hereunder. Section 22. Prior Lien and Parity atg ions. The Issuer will issue no other notes, bonds or obligations of any kind or nature payable from or enjoying a lien or claim on the property or revenues of the System having priority over the Notes or Parity Obligations. -28- Additional Obligations may be issued on a parity and equality of rank with the Notes with respect to the lien and claim of such Additional Obligations to the revenues of the System and the money on deposit in the funds adopted by this Resolution, for the following purposes and under the following conditions, but not otherwise: (a) For the purpose of refunding any of the Notes or Parity Obligations which shall have matured or which shall mature not later than three months after the date of delivery of such refunding obligation and for the payment of which there shall be insufficient money in the Sinking Fund and the Reserve Fund; (b) For the purpose of refunding any outstanding Notes, Parity Obligations or general obligation notes or making extensions, additions, improvements or replacements to the System, if all of the following conditions shall have been met: (i) before any such Additional Obligations ranking on a parity are issued, there will have been procured and filed with the City Clerk, a statement of an Independent Auditor, Independent Financial Consultant or a Consulting Engineer, not a regular employee of the Issuer, reciting the opinion based upon necessary investigations that the Net Revenues of the System for the preceding Fiscal Year (with adjustments as hereinafter provided) were equal to at least 1.25 times the maximum amount that will be required in any Fiscal Year prior to the longest maturity of any of the Notes or Parity Obligations for both principal of and interest on all Notes and Parity Obligations then outstanding which are payable from the net earnings of the System and the Additional Obligations then proposed to be issued. For the purpose of determining the Net Revenues of the System for the preceding Fiscal Year as aforesaid, the amount of the gross revenues for such year may be adjusted by an Independent Auditor, Independent Financial Consultant or a Consulting Engineer, not a regular employee of the Issuer, so as to reflect any changes in the amount of such revenues which would have resulted had any revision of the schedule of rates or charges imposed at or prior to the time of the issuance of any such Additional Obligations been in effect during all of such preceding Fiscal Year. (ii) the Additional Obligations must be payable as to principal and as to interest on the same month and day as the Notes herein authorized. -29- (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 or notes shall be refunded only upon a finding of necessity by the Governing Body and only to the extent the general obligation bonds or notes were issued or the proceeds thereof were expended for the System. (v) for purposes of this Section, "preceding Fiscal Year" shall be the most recently completed Fiscal Year for which audited financial statements prepared by a certified public accountant are issued and available, but in no event a Fiscal Year which ended more than eighteen months prior to the date of issuance of Additional Obligations. Section 23. Disposition of Proceeds; Arbitrage Not Permitted. The Issuer reasonably expects and covenants that no use will be made of the proceeds from the issuance and sale of the Notes issued hereunder which will cause any of the Notes to be classified as arbitrage bonds within the meaning of Section 148(a) and (b) of the Internal Revenue Code of the United States, and that throughout the term of the Notes it will comply with the requirements of such statute and regulations issued thereunder. To the best knowledge and belief of the Issuer, there are no facts or circumstances that would materially change the foregoing statements or the conclusion that it is not expected that the proceeds of the Notes will be used in a manner that would cause the Notes to be arbitrage notes. Without limiting the generality of the foregoing, the Issuer hereby agrees to comply with the provisions of the Tax Exemption Certificate and the provisions of the Tax Exemption Certificate are hereby incorporated by reference as part of this Resolution. The Treasurer is hereby directed to make and insert all calculations and determinations necessary to complete the Tax Exemption Certificate in all respects and to execute and deliver the Tax Exemption Certificate at issuance of the Notes to certify as to the reasonable expectations and covenants of the Issuer at that date. The Issuer covenants that it will treat as Yield Restricted any proceeds of the Notes remaining unexpended after three years from the issuance and any other funds required by the Tax Exemption Certificate to be so treated. If any investments are held with respect to the Notes and Parity Obligations, the Issuer shall treat the same for the purpose of restricted yield as held in proportion to the original principal amounts of each issue. -30- The Issuer covenants that it will exceed any investment yield restriction provided in this Resolution only in the event that it shall first obtain an opinion of recognized bond counsel that the proposed investment action will not cause the Notes to be classified as arbitrage bonds under Section 148(a) and (b) the Internal Revenue Code or regulations issued thereunder. The Issuer covenants that it will proceed with due diligence to spend the proceeds of the Notes for the purpose set forth in this Resolution. The Issuer further covenants that it will make no change in the use of the proceeds available for the construction of facilities or change in the use of any portion of the facilities constructed therefrom by persons other than the Issuer or the general public unless it has obtained an opinion of bond counsel or a revenue ruling that the proposed project or use will not be of such character as to cause interest on any of the Notes not to be exempt from federal income taxes in the hands of holders other than substantial users of the project, under the provisions of Section 142(a) of the Internal Revenue Code of the United States, related statutes and regulations. Section 24. Additional Covenants Representations and Warranties of the Issuer. The Issuer certifies and covenants with the purchasers and holders of the Notes from time to time outstanding that the Issuer through its officers, (a) will make such further specific covenants, representations and assurances as may be necessary or advisable; (b) comply with all representations, covenants and assurances contained in the Tax Exemption Certificate, which Tax Exemption Certificate shall constitute a part of the contract between the Issuer and the owners of the Notes; (c) consult with bond counsel (as defined in the Tax Exemption Certificate); (d) pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Notes; (e) file such forms, statements and supporting documents as may be required and in a timely manner; and (f) if deemed necessary or advisable by its officers, to employ and pay fiscal agents, financial advisors, attorneys and other persons to assist the Issuer in such compliance. Section 25. Discharge and Satisfaction of Notes. The covenants, liens and pledges entered into, created or imposed pursuant to this Resolution may be fully discharged and satisfied with respect to the Notes and Parity Obligations, or any of them, in any one or more of the following ways: (a) By paying the Notes or Parity Obligations when the same shall become due and payable; and (b) By depositing in trust with the Treasurer, or with a corporate trustee designated by the Governing Body for the payment of the obligations and irrevocably appropriated exclusively to that purpose an amount in cash or direct obligations of the United States the maturities and income of which shall be -31- sufficient to retire at maturity, or by redemption prior to maturity on a designated date upon which the obligations may be redeemed, all of such obligations outstanding at the time, together with the interest thereon to maturity or to the designated redemption date, premiums thereon, if any, that may be payable on the redemption of the same; provided that proper notice of redemption of all such obligations to be redeemed shall have been previously published or provisions shall have been made for such publication. Upon such payment or deposit of money or securities, or both, in the amount and manner provided by this Section, all liability of the Issuer with respect to the Notes or Parity Obligations shall cease, determine and be completely discharged, and the holders thereof shall be entitled only to payment out of the money or securities so deposited. Section 26. Resolution a Contract. The provisions of this Resolution shall constitute a contract between the Issuer and the holder or holders of the Notes and Parity Obligations, and after the issuance of any of the Notes no change, variation or alteration of any kind in the provisions of this Resolution shall be made in any manner, except as provided in the next succeeding Section, until such time as all of the Notes and Parity Obligations, and interest due thereon, shall have been satisfied and discharged as provided in this Resolution. Section 27. Amendment of Resolution Without Consent. The Issuer may, without the consent of or notice to any of the holders of the Notes and Parity Obligations, amend or supplement this Resolution for any one or more of the following purposes: (a) to cure any ambiguity, defect, omission or inconsistent provision in this Resolution or in the Notes or Parity Obligations; or to comply with any application provision of law or regulation of federal or state agencies; provided, however, that such action shall not materially adversely affect the interests of the holders of the Notes or Parity Obligations; (b) to change the terms or provisions of this Resolution to the extent necessary to prevent the interest on the Notes or Parity Obligations from being includable within the gross income of the holders thereof for federal income tax purposes; (c) to grant to or confer upon the holders of the Notes or Parity Obligations any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the holders of the Notes; (d) to add to the covenants and agreements of the Issuer contained in this Resolution other covenants and agreements of, or conditions or restrictions upon, the Issuer or to surrender or eliminate any right or power reserved to or conferred upon the Issuer in this Resolution; or -32- (e) to subject to the lien and pledge of this Resolution additional pledged revenues as may be permitted by law. Section 28. Amendment of Resolution Requiring Consent. This Resolution may be amended from time to time if such amendment shall have been consented to by holders of not less than two-thirds in principal amount of the Notes and Parity Obligations at any time outstanding (not including in any case any Notes which may then be held or owned by or for the account of the Issuer, but including such Refunding Obligations as may have been issued for the purpose of refunding any of such Notes if such Refunding Obligations shall not then be owned by the Issuer); but this Resolution may not be so amended in such manner as to: (a) Make any change in the maturity of interest rate of the Notes, or modify the terms of payment of principal of or interest on the Notes or any of them or impose any conditions with respect to such payment; (b) Materially affect the rights of the holders of less than all of the Notes and Parity Obligations then outstanding; and (c) Reduce the percentage of the principal amount of Notes, the consent of the holders of which is required to effect a further amendment. Whenever the Issuer shall propose to amend this Resolution under the provisions of this Section, it shall cause notice of the proposed amendment to be filed with the Original Purchaser and to be mailed by certified mail to each registered owner of any Note as shown by the records of the Registrar. Such notice shall set forth the nature of the proposed amendment and shall state that a copy of the proposed amendatory Resolution is on file in the office of the City Clerk. Whenever at any time within one year from the date of the mailing of the notice there shall be filed with the City Clerk an instrument or instruments executed by the holders of at least two-thirds in aggregate principal amount of the Notes then outstanding as in this Section defined, which instrument or instruments shall refer to the proposed amendatory Resolution described in the notice and shall specifically consent to and approve the adoption thereof, thereupon, but not otherwise, the Governing Body of the Issuer may adopt such amendatory Resolution and such Resolution shall become effective and binding upon the holders of all of the Notes and Parity Obligations. Any consent given by the holder of a Note pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the instrument evidencing such consent and shall be conclusive and binding upon all future holders of the same Note during such period. Such consent may be revoked at any time after six -33- months from the date of such instrument by the holder who gave such consent or by a successor in title by filing notice of such revocation with the City Clerk. The fact and date of the execution of any instrument under the provisions of this Section may be proved by the certificate of any officer in any jurisdiction who by the laws thereof is authorized to take acknowledgments of deeds within such jurisdiction that the person signing such instrument acknowledged before him the execution thereof, or may be proved by an affidavit of a witness to such execution sworn to before such officer. The amount and numbers of the Notes held by any person executing such instrument and the date of his holding the same may be proved by an affidavit by such person or by a certificate executed by an officer of a bank or trust company showing that on the date therein mentioned such person had on deposit with such bank or trust company the Notes described in such certificate. Section 29. Severability. If any section, paragraph, or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions. Section 30. Continuin~s Disclosure. The Issuer hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate, and the provisions of the Continuing Disclosure Certificate are hereby approved and incorporated by reference as part of this Resolution and made a part hereof and the Mayor and City Clerk are hereby authorized to execute and deliver the same at issuance of the Notes. Notwithstanding any other provision of this Resolution, failure of the Issuer to comply with the Continuing Disclosure Certificate shall not be considered an event of default under this Resolution; however, any holder of the Notes or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Issuer to comply with its obligations under the Continuing Disclosure Certificate. For purposes of this Section, "Beneficial Owner" means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Notes (including persons holding Notes through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Notes for federal income tax purposes. Section 31. Repeal of Conflicting Ordinances or Resolutions and Effective Date. All other ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this Resolution are, to the extent of such conflict, hereby repealed; and this Resolution shall be in effect from and after its adoption. -34- ADPOTED AND APPROVED this 20th day of April , 2009. ATTEST: !~L•~oc Cit - Jerk -35- CERTIFICATE STATE OF IOWA } SS COUNTY OF JOHNSON ) I, the undersigned City Clerk of the City of Iowa City, State of Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of the City showing proceedings of the City Council, and the same is a true and complete copy of the action taken by the Council with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of the agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective City offices as indicated therein, that no Council vacancy existed except as may be stated in the proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of the City hereto affixed this 23rd day of April , 2009. City Ierk, City of Iowa City, State of Iowa (SEAL) 610589.1 /MSWord10714.094 ~~~ and interest on the Notes and Parity Notes and obligations as the same all due, and to provide for the creation of reserves as hereinafter provided. Any revenues paid and collected for the use of the Syste and its services by the Issuer or any department, agency or instrumentality of the Is er shall be used and accounted for in the same manner as any other revenues de ved from the operations of the System! Section 7. Application of Revenues. From an after the delivery of any Notes, and as long as a of the Notes or Parity Obligations shall be outstanding and unpaid either as to princip or as to interest, or until all of e Notes and Parity Obligations then outstanding shall hav been discharged and satisfi din the manner provided in this Resolution, the entire in ome and revenues of th System shall be deposited as collected in a fund to be known as tA~ Electric Revenue nd (the "Revenue Fund"), and shall be disbursed only as follows: ~, (a) Operation and Mai~ten~ be disbursed to make deposHs expenses. The fund shall be ~ Maintenance Fund (the "Opera deposited in the Operation and sufficient to meet the current e 1 / 12th of expenses payable on day of the month, further dep Fund to the extent necessary tc extent that funds are not av ila once F nd. Money in the Revenue Fund shall first into separate and special fund to pay current ow as the Electric Revenue Operation and 'o and Maintenance Fund"). There shall be aintenance Fund each month an amount e ses of the month plus an amount equal to n a ual basis such as insurance. After the first sits m be made to this account from the Revenue pay cu ent expenses accrued and payable to the ble in the urplus Fund. (b) Sinking Fund. Mo ey in the Reven Fund shall next be disbursed to make deposits into a separate nd special fund to y the principal and interest requirements of the Fis al Year on the Notes nd Parity Obligations. The fund shall be known as the lectric Revenue Note a d Interest Sinking Fund (the "Sinking Fund"). The required amount to be de sited in the Sinking Fund in any month shall be the e ual monthly amount necess to pay in full the installment of interest coming eon the next interest paymen date on the then outstanding Notes and Parity ligations, plus the equal month amount necessary to pay in full the installme of principal coming due on such otes on the next succeeding principal payme date until the full amount of such i stallment is on hand. If for any reason the a' ount on hand in the Sinking Fund ex eeds the required amount, the excess shall~rthwith be withdrawn and paid into th Revenue Fund. Money in the Sinking 1~'und shall be used solely for the purpose f paying principal of and interest on the Notes and Parity Obligations as the same s all become due and payable. -24- (c) Reserve Fund. Money in the Revenue Fund shall be disbursed to maintain a debt service reserve in an amount equal to the Reserve Fund Requirement. Such fund shall be known as the Electric Revenue Debt Service Reserve Fund (the "Reserve Fund"). In each month there shall be deposited in the Reserve Fund n amount equal tor25 percent of the amount required by this Resolution to b deposited in suc~i month in the Sinking Fund; provided, however, that en the amount on depos~t in the Reserve Fund shall be not less than the Res e Fund Requirement, no further deposits shall be made into the Reserve F d except to maintain such leve'~ and when the amount on deposit in the Re rve Fund is greater than the bal~ce required above, such additional amo is shall be withdrawn and paid into the Revenue Fund. Money in the eserve Fund shall be used solely for the pu ose of paying principal at matur' of or interest on the Notes and Parity Oblig tions for the payment of whi insufficient money shall be available in the Sinking und. Whenever it shall b ome necessary to so use money in the Reserve Fu ,the payments requi d above shall be continued or resumed until it shall have een restored to th requited minimum amount. (d) Improvement Fund. oney in the eve ~ e Fund shall next be disbursed to maintain a fund to be known the Ele ric evenue Improvement Fund (the "Improvement Fund"). The mi imu a unt to be deposited in the Improvement Fund each month shall be $5,00 o 'ded, however, that when the amount of such deposits in the fund shall e a or exceed $450,000, no further monthly deposits need be made into the rovement Fund except to maintain it at such level. Money in the Improve t nd not otherwise specially limited by other provisions of this Resolutiq~ hall b used solely for the purpose of paying principal of or interest ort t e Notes o Parity Obligations when there shall be insufficient money in th~/~inking Fun and the Reserve Fund; and to the extent not required for the fo~kgoing, to pay th cost of extraordinary maintenance expenses or repairs, t~hnewals and replac ents not included in the annual budget of revenues and cu~`rent expenses, paymen of rentals on any part of the System or payments due fo~'any property purchased a apart of the System, and for capital improvements~o the System. Whenever its 11 become necessary to so use money in the Improvement Fund, the payments requi ed above shall be continued or resumed until it shall have been restored to the equired minimum amount. (e) Subordinate Obli at~L ions. Money in the Re enue Fund may next be used to pay principal of and interest on (including reasona le reserves therefor) any other obligations which by their terms shall be payable fr m the revenues of the System, but subordinate to the Notes and Parity Obligations, nd which have been issued fox'the purposes of extensions and improvements to th System or to retire the Notes or Parity Obligations in advance of maturity, or t pay for extraordinary ,repairs or replacements to the System. -25- M-~ April 20 , 2009 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 : 0O o'clock P .M., on the above date. There were present Mayor Bailey , in the chair, and the following named Council Members: Bailey, Champion, Correia, Hayek, O'Donnell, Wilburn, Wright Absent: None ****~** Council Member Hayek moved that the form of Tax Exemption Certificate be placed on file and approved. Council Member O'Donnell seconded the motion and the roll being called thereon, the vote was as follows: AYES: Bailey, Champion, Correia, Hayek, O'Donnell. Wilburn, Wright NAYS: Council Member Hayek moved that the form of Continuing Disclosure Certificate be placed on file and approved. Council Member O'Donnell seconded the motion and the roll being called thereon, the vote was as follows: AYES: Bailey, Champion, Correia, Hayek, O'Donnell, Wilburn, Wright NAYS: None Council Member Hayek introduced the following Resolution entitled "A RESOLUTION APPROVING AND AUTHORIZING A FORM OF LOAN AGREEMENT AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $9,750,000 WATER REVENUE REFUNDING CAPITAL LOAN NOTES, SERIES 2009B, OF THE CITY OF IOWA CITY, STATE OF IOWA, UNDER THE PROVISIONS OF THE CITY CODE OF IOWA, AND PROVIDING FOR A METHOD OF PAYMENT OF THE NOTES ", and moved its adoption. Council Member Correia seconded the motion to adopt. The roll was called and the vote was: Correia, Hayek. NAYS: None. AYES: O'Donnell, Wilburn, Wright, Bailey, Champion, ABSENT: None. -2- 19 AYES: O'Donnell, Wilburn, Wright, Bailey. Champion, Correia, Hayek NAYS: None Whereupon the Mayor declared the following Resolution duly adopted: Resolution No. 09-134 A RESOLUTION APPROVING AND AUTHORIZING A FORM OF LOAN AGREEMENT AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $9,750,000 WATER REVENUE REFUNDING CAPITAL LOAN NOTES, SERIES 2009B, OF THE CITY OF IOWA CITY, STATE OF IOWA, UNDER THE PROVISIONS OF THE CITY CODE OF IOWA, AND PROVIDING FOR A METHOD OF PAYMENT OF THE NOTES WHEREAS, the City Council of the City of Iowa City, State of Iowa, sometimes hereinafter referred to as the "Issuer", has heretofore established charges, rates and rentals for services which are and will continue to be collected as system revenues of the Municipal Water Utility, sometimes hereinafter referred to as the "System", and the revenues have not been pledged and are available for the payment of Water Revenue Refunding Capital Loan Notes, Series 2009B, subject to the following premises; and WHEREAS, Issuer proposes to issue its Water Revenue Refunding Capital Loan Notes, Series 2009B, to the extent of not to exceed $11,000,000, for the purpose of defraying the costs of the project as set forth in Section 3 of this Resolution; and, it is deemed necessary and advisable and in the best interests of the City that a form of Loan Agreement be approved and authorized; and WHEREAS, there have been heretofore issued certain Water Revenue bonds, notes or other obligations, part of which remain outstanding and are a lien on the net revenues of the System (defined herein as the "Outstanding Obligations"); and WHEREAS, in the Resolution authorizing the issuance of the Outstanding Obligations it is provided that additional Revenue Notes or Bonds may be issued on a parity with the Outstanding Obligations, for the costs of future improvements and extensions to the System or refunding outstanding obligations, provided that there has been procured and placed on file with the Clerk, a statement complying with the conditions and limitations therein imposed upon the issuance of Parity Obligations; and -3- WHEREAS, a statement of Public Financial Management, Inc., an Independent Financial Consultant not in the regular employ of Issuer, has been placed on file in the office of the Clerk, showing the conditions and limitations of the Resolutions dated September 19, 2000, October 22, 2002 and September 23, 2008, with regard to the sufficiency of the revenues of the System to permit the issuance of additional Revenue Notes or Bonds ranking on a parity with the Outstanding Obligations to have been met and satisfied as required; and WHEREAS, the notice of intention of Issuer to take action for the issuance of not to exceed $11,000,000 Water Revenue Refunding Capital Loan Notes, Series 2009B, has heretofore been duly published and no objections to such proposed action have been filed; and the Issuer desires to proceed with the issuance of $9,750,000 Notes: NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IN THE COUNTY OF JOHNSON, STATE OF IOWA: erection 1. Definitions. The following terms shall have the following meanings in this Resolution unless the text expressly or by necessary implication requires otherwise: • "Authorized Denominations" shall mean $5,000 or any integral multiple thereof. • "Beneficial Owner" shall mean the person in whose name such Note is recorded as the beneficial owner of a Note by a Participant on the records of such Participant or such person's subrogee. • "Call Date" shall mean July I, 2009. • "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Notes. • "Clerk" shall mean the City Clerk, or such other officer of the successor Governing Body as shall be charged with substantially the same duties and responsibilities. • "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate executed by the Issuer and dated the date of issuance and delivery of the Notes, as originally executed and as it may be amended from time to time in accordance with the terms thereof. • "Depository Notes" shall mean the Notes as issued in the form of one global certificate for each maturity, registered in the Registration Books maintained by the Registrar in the name of DTC or its nominee. -4- • "DTC" shall mean The Depository Trust Company, New York, New York, a limited purpose trust company, or any successor book-entry securities depository appointed for the Notes. • "Fiscal Year" shall mean the twelve-month period beginning on July 1 of each year and ending on the last day of June of the following year, or any other consecutive twelve-month period adopted by the Governing Body or by law as the official accounting period of the System. Requirements of a Fiscal Year as expressed in this Resolution shall exclude any payment of principal or interest falling due on the first day of the Fiscal Year and include any payment of principal or interest falling due on the first day of the succeeding Fiscal Year, except to the extent of any conflict with the terms of the Outstanding Bonds while the same remain outstanding. • "Governing Body" shall mean the City Council of the City, or its successor in function with respect to the operation and control of the System. • "Independent Auditor" shall mean an independent firm of Certified Public Accountants or the Auditor of State. • "Issuer" and "City" shall mean the City of Iowa City, State of Iowa. • "Loan Agreement" shall mean a Loan Agreement between the Issuer and a lender or lenders in substantially the form attached to and approved by this Resolution. • "Net Revenues" shall mean gross earnings of the System after deduction of current expenses; "Current Expenses" shall mean and include the reasonable and necessary cost of operating, maintaining, repairing and insuring the System, including purchases at wholesale, if any, salaries, wages, and costs of materials and supplies but excluding depreciation and principal of and interest on the Notes and any Parity Obligations or payments to the various funds established herein; capital costs, depreciation and interest or principal payments are not System expenses. • "Notes" shall mean $9,750,000 Water Revenue Refunding Capital Loan Notes, Series 2009B, authorized to be issued by this Resolution. • "Original Purchaser" shall mean the purchaser of the Notes from Issuer at the time of their original issuance. -5- • "Outstanding Obligations" shall mean the Water Revenue Bonds dated December 1, 2000, issued in accordance with Resolution 00-395 adopted September 19, 2000; November 1, 2002, issued in accordance with Resolution No. 02-370 adopted October 22, 2002 and Water Revenue Refunding Capital Loan Notes dated October 15, 2008 issued in accordance with Resolution No. 08-291 adopted September 23, 2008, $385,000, $6,515, 000 and $7,115,000 of which obligations are still outstanding and unpaid and remain a lien on the Net Revenues of the System. • "Parity Obligations" shall mean water revenue notes, bonds or other obligations payable solely from the Net Revenues of the System on an equal basis with the Notes herein authorized to be issued, and shall include Additional Obligations as authorized to be issued under the terms of this Resolution and the Outstanding Obligations. • "Participants" shall mean those broker-dealers, banks and other financial institutions for which DTC holds Notes as securities depository. • "Paying Agent" shall mean the City Controller, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein as Issuer's agent to provide for the payment of principal of and interest on the Notes as the same shall become due. • "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 -6- ^ repurchase agreements whose underlying collateral consists of the investments set out above if the Issuer takes delivery of the collateral either directly or through an authorized custodian. Repurchase agreements do not include reverse repurchase agreements; ^ senior debt obligations rated "AAA" by Standard & Poor's Corporation (S&P) or "Aaa" by Moody's Investors Service Inc. (Moody's) issued by the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation; ^ U.S. dollar denominated deposit accounts, federal funds and banker's acceptances with domestic commercial banks which have a rating on their short-term certificates of deposit on the date of purchase of "A-1 " or "A- I+" by S&P or "P-1" by Moody's and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank}; ^ commercial paper which is rated at the time of purchase in the single highest classification, "A-1+" by S&P or "P-1" by Moody's and which matures not more than 270 days after the date of purchase; ^ investments in a money market fund rated "AAAm" or "AAAm-G" or better by S&P, or "AAA" or "AA" by Moody's Investors Services, Inc.; ^ pre-refunded municipal obligations, defined as any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (a) which are rated, based on an irrevocable escrow account or fund (the "escrow"), in the highest rating category of S&P or Moody's or any successors thereto; or (b)(i) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or direct obligations of the Department of the Treasury of the United States of America, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate; and (ii) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this -7- 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. ~r "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 $9,895,000 of the $13,000,000 Water Revenue Bonds, Series 2000 dated December 1, 2000 "Registrar" shall mean the City Controller of Iowa City, Iowa, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein with respect to maintaining a register of the owners of the Notes. Unless otherwise specified, the Registrar shall also act as Transfer Agent for the Notes. • "Representation Letter" shall mean the Blanket Issuer Letter of Representations executed and delivered by the Issuer to DTC on file with DTC. • "Reserve Fund Requirement" shall mean an amount equal to the lesser of (a) the maximum annual amount of the principal and interest coming due on the Notes and Parity Obligations; (b) 10 % of the stated principal amount of the Notes and Parity Obligations or (c) 125% of the average annual principal and interest coming due on the Notes and Parity Obligations. For purposes of this definition: (1) "issue price" shall be substituted for "stated principal amount" for issues with original issue discount or original issue premium of more than a de minimus amount and (2) stated principal amount shall not include any portion of an issue refunded or advance refunded by a subsequent issue. -8- • "Resolution" shall mean this resolution authorizing the issuance of the Notes. • "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 Notes or Parity Obligations remain outstanding; all real and personal property; and all appurtenances, contracts, leases, franchises and other intangibles. • "Tax Exemption Certificate" shall mean the Tax Exemption Certificate executed by the Treasurer and delivered at the time of issuance and delivery of the Notes. • "Treasurer" shall mean the Finance Director or such other officer as shall succeed to the same duties and responsibilities with respect to the recording and payment of the Notes issued hereunder. • "Yield Restricted" shall mean required to be invested at a yield that is not materially higher than the yield on the Notes under section 148 (a) of the Internal Revenue Code or regulations issued thereunder. Section 2. Authority. The Loan Agreement and the Notes authorized by this Resolution shall be issued pursuant to Sections 384.24A and 384.82, of the City Code of Iowa, and in compliance with all applicable provisions of the Constitution and laws of the State of Iowa. The Loan Agreement shall be substantially in the form attached to this Resolution and is authorized to be executed and issued on behalf of the Issuer by the Mayor and attested by the City Clerk. Section 3. Authorization and Purpose. There are hereby authorized to be issued, negotiable, serial, fully registered Revenue Notes of the City of Iowa City, in the County of Johnson, State of Iowa, in the aggregate amount of $9,750,000, for the purpose of paying costs of the refunding of outstanding Water Revenue Bonds, Series 2000, dated December 1, 2000. Section 4. Source of Payment. The Notes herein authorized and Parity Notes and Parity Obligations and the interest thereon shall be payable solely and only out of the net earnings of the System and shall be a first lien on the future Net Revenues of the System. The Notes shall not be general obligations of the Issuer nor shall they be payable in any manner by taxation and the Issuer shall be in no manner liable by reason of the failure of the net revenues to be sufficient for the payment of the Notes. -9- Section 5. Note Details. Water Revenue Refunding Capital Loan Notes, Series 2009B, of the City in the amount of $9,750,000 shall be issued to evidence the obligations of the Issuer under the Loan Agreement pursuant to the provisions of Sections 384.24A and 384.82 of the City Code of Iowa for the aforesaid purpose. The Notes shall be designated "$9,750,000 WATER REVENUE REFUNDING CAPITAL LOAN NOTES, SERIES 2009B", be dated May 18, 2009, and bear interest from the date thereof, until payment thereof, at the office of the Paying Agent, such interest payable on January 1, 2010, and semiannually thereafter on the 1st day of July and January in each year until maturity at the rates hereinafter provided. The Notes shall be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the City Clerk, and impressed or printed with the seal of the City and shall be fully registered as to both principal and interest as provided in this Resolution; principal, interest and premium, if any, shall be payable at the office of the Paying Agent by mailing of a check to the registered owner of the Note. The Notes shall be in the denomination of $5,000 or multiples thereof. The Not:,s shall mature and bear interest as follows: Principal Amount Interest Rate Maturity July 1st $390,000 4.00% 2010 $455,000 4.00% 2011 $475,000 4.00% 2012 $500,000 4.00% 2013 $520,000 4.00% 2014 $540,000 4.00% 2015 $560,000 4.00% 2016 $585,000 4.00% 2017 $610,000 4.00% 2018 $635,000 4.00% 2019 $665,000 4.25% 2020 $695,000 4.50% 2021 $725,000 4.50% 2022 $760,000 4.50% 2023 $800,000 4.50% 2024 $835,000 4.50% 2025 Section 6. Redemption. Notes maturing after July 1, 2017, 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. -10- Thirty days' notice of redemption shall be given by ordinary mail to the registered owner of the Note. Failure to give such notice by mail to any registered owner of the Notes or any defect therein shall not affect the validity of any proceedings for the redemption of the Notes. All Notes or portions thereof called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment. If selection by lot within a maturity is required, the Registrar shall designate the Notes to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of Notes to be called has been reached. Section 7. Issuance of Notes in Book-Entry Form Replacement Notes. (a) Notwithstanding the other provisions of this Resolution regarding registration, ownership, transfer, payment and exchange of the Notes, unless the Issuer determines to permit the exchange of Depository Notes for Notes in the Authorized Denominations, the Notes shall be issued as Depository Notes in denominations of the entire principal amount of each maturity of Notes (or, if a portion of the principal amount is prepaid, the principal amount less the prepaid amount); and such Depository Notes shall be registered in the name of Cede & Co., as nominee of DTC. Payment of semi- annual interest for any Depository Note shall be made by wire transfer or New York Clearing House or equivalent next day funds to the account of Cede & Co. on the interest payment date for the Notes at the address indicated in or pursuant to the Representation Letter. (b) With respect to Depository Notes, neither the Issuer nor the Paying Agent shall have any responsibility or obligation to any Participant or to any Beneficial Owner. Without limiting the immediately preceding sentence, neither the Issuer nor the Paying Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC or its nominee or of any Participant with respect to any ownership interest in the Notes, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTC or its nominee, of any notice with respect to the Notes, (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC or its nominee, of any amount with respect to the principal of, premium, if any, or interest on the Notes,~or (iv) the failure of DTC to provide any information or notification on behalf of any Participant or Beneficial Owner. The Issuer and the Paying Agent may treat DTC or its nominee as, and deem DTC or its nominee to be, the absolute owner of each Note for the purpose of payment of the principal of, premium, if any, and interest on such Note, for the purpose of all other matters with respect to such Note, for the purpose of registering transfers with respect to such Notes, and for all other purposes whatsoever (except for the giving of certain -11- Noteholder consents, in accordance with the practices and procedures of DTC as may be applicable thereto). The Paying Agent shall pay all principal of, premium, if any, and interest on the Notes only to or upon the order of the noteholders as shown on the Registration Books, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of, premium, if any, and interest on the Notes to the extent so paid. Notwithstanding the provisions of this Resolution to the contrary (including without limitation those provisions relating to the surrender of Notes, registration thereof, and issuance in Authorized Denominations), as long as the Notes are Depository Notes, full effect shall be given to the Representation Letter and the procedures and practices of DTC thereunder, and the Paying Agent shall comply therewith. (c) Upon (i) a determination by the Issuer that DTC is no longer able to carry out its functions or is otherwise determined unsatisfactory, or (ii) a determination by DTC that the Notes are no longer eligible for its depository services or (iii) a determination by the Paying Agent that DTC has resigned or discontinued its services for the Notes, if such substitution is authorized by law, the Issuer shall (A) designate a satisfactory substitute depository as set forth below or, if a satisfactory substitute is not found, (B) provide for the exchange of Depository Notes for replacement Notes in Authorized Denominations. (d) To the extent authorized by law, if the Issuer determines to provide for the exchange of Depository Notes for Notes in Authorized Denominations, the Issuer shall so notify the Paying Agent and shall provide the Registrar with a supply of executed unauthenticated Notes to be so exchanged. The Registrar shall thereupon notify the owners of the Notes and provide for such exchange, and to the extent that the Beneficial Owners are designated as the transferee by the owners, the Notes will be delivered in appropriate form, content and Authorized Denominations to the Beneficial Owners, as their interests appear. (e) Any substitute depository shall be designated in writing by the Issuer to the Paying Agent. Any such substitute depository shall be a qualified and registered "clearing agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended. The substitute depository shall provide for (i) immobilization of the Depository Notes, (ii) registration and transfer of interests in Depository Notes by book entries made on records of the depository or its nominee and (iii) payment of principal of, premium, if any, and interest on the Notes in accordance with and as such interests may appear with respect to such book entries. Section 8. Registration of Notes• Appointment of Registrar; Transfer; Ownership; DeliverX; and Cancellation. (a) Registration. The ownership of Notes may be transferred only by the making of an entry upon the books kept for the registration and transfer of -12- ownership of the Notes, and in no other way. The City Controller is hereby appointed as Note Registrar under the terms of this Resolution. Registrar shall maintain the books of the Issuer for the registration of ownership of the Notes for the payment of principal of and interest on the Notes as provided in this Resolution. All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial Code subject to the provisions for registration and transfer contained in the Notes and in this Resolution. (b) Transfer. The ownership of any Note may be transferred only upon the Registration Books kept for the registration and transfer of Notes and only upon surrender thereof at the office of the Registrar together with an assignment duly executed by the holder or his duly authorized attorney in fact in such form as shall be satisfactory to the Registrar, along with the address and social security number or federal employer identification number of such transferee (or, if registration is to be made in the name of multiple individuals, of all such transferees). In the event that the address of the registered owner of a Note (other than a registered owner which is the nominee of the broker or dealer in question) is that of a broker or dealer, there must be disclosed on the Registration Books the information pertaining to the registered owner required above. Upon the transfer of any such Note, a new fully registered Note, of any denomination or denominations permitted by this Resolution in aggregate principal amount equal to the unmatured and unredeemed principal amount of such transferred fully registered Note, and bearing interest at the same rate and maturing on the same date or dates shall be delivered by the Registrar. (c) Registration of Transferred Notes. In all cases of the transfer of the Notes, the Registrar shall register, at the earliest practicable time, on the Registration Books, the Notes, in accordance with the provisions of this Resolution. (d) Ownership. As to any Note, the person in whose name the ownership of the same shall be registered on the Registration Books of the Registrar shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Notes and the premium, if any, and interest thereon shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note, including the interest thereon, to the extent of the sum or sums so paid. (e) Cancellation. All Notes which have been redeemed shall not be reissued but shall be cancelled by the Registrar. All Notes which are cancelled by the Registrar shall be destroyed and a Certificate of the destruction thereof shall be furnished promptly to the Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the cancelled Notes to the Issuer. -13- (f) Non-Presentment of Notes. In the event any payment check representing payment of principal of or interest on the Notes is returned to the Paying Agent or if any note is not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such principal of or interest on Notes shall have been made available to the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Notes shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the owner of such Notes who shall tl-iereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Resolution or on, or with respect to, such interest or Notes. The Paying Agent's obligation to hold such funds shall continue for a period equal to two years and six months following the date on which such interest or principal became due, whether at maturity, or at the date fixed for redemption thereof, or otherwise, at which time the Paying Agent, shall surrender any remaining funds so held to the Issuer, whereupon any claim under this Resolution by the Owners of such interest or Notes of whatever nature shall be made upon the Issuer. (g) Registration and Transfer Fees. The Registrar may furnish to each owner, at the Issuer's expense, one note for each annual maturity. The Registrar shall furnish additional Notes in lesser denominations (but not less than the minimum denomination) to an owner who so requests. .Section 9. Reissuance of Mutilated Destroyed Stolen or Lost Notes. In case any outstanding Note shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the request of Registrar authenticate and deliver a new Note of like tenor and amount as the Note so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Note to Registrar, upon surrender of such mutilated Note, or in lieu of and substitution for the Note destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and Issuer that such Note has been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Registrar and Issuer with satisfactory indemnity and complying with such other reasonable regulations as the Issuer or its agent may prescribe and paying such expenses as the Issuer may incur in connection therewith. Section 10. Record Date. Payments of principal and interest, otherwise than upon full redemption, made in respect of any Notes, shall be made to the registered holder thereof or to their designated Agent as the same appear on the books of the Registrar on the 15th day preceding the payment date. All such payments shall fully discharge the obligations of the Issuer in respect of such Notes to the extent of the payments so made. Payment of principal shall only be made upon surrender of the Notes to the Paying Agent. -14- Section 11. Execution Authentication and Delivery of the Notes. Upon the adoption of this Resolution, the Mayor and Clerk shall execute and deliver the Notes to the Registrar, who shall authenticate the Notes and deliver the same to or upon order of the Original Purchaser. No Note shall be valid or obligatory for any purpose or shall be entitled to any right or benefit hereunder unless the Registrar shall duly endorse and execute on such Note a Certificate of Authentication substantially in the form of the Certificate herein set forth. Such Certificate upon any Note executed on behalf of the Issuer shall be conclusive evidence that the Note so authenticated has been duly issued under this Resolution and that the holder thereof is entitled to the benefits of this Resolution. Section 12. Right to Name Substitute Paying Agent or Registrar. Issuer reserves the right to name a substitute, successor Registrar or Paying Agent upon giving prompt written notice to each registered Noteholder. -15- Section 13. Form of Note. Notes shalt be printed in substantial compliance with standards proposed by the American Standards Institute substantially in the form as follows: (6) (6) (7) (g) (1) (2) (3) (4) ~ (5) (9) (9a) (10) (Continued on the back of this Note) (11)(12)(13) ~ (14) ~ (15) FIGURE 1 (Front) - 16- (10) (16) (Continued) FIGURE 2 (Back) - 1? - The text of the Notes to be located thereon at the item numbers shown shall be as follows: Item 1, figure I= "STATE OF IOWA" "COUNTY OF JOHNSON" "CITY OF IOWA CITY" "WATER REVENUE REFUNDING CAPITAL LOAN NOTE" "SERIES 2009B" Item 2, figure Item 3, figure Item 4, figure Item 5, figure Item 6, figure Item 7, figure Item 8, figure = Rate: = Maturity: = Note Date: May 18, 2009 = CUSIP No.: _ "Registered" = Warrant 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 $ THOUSAND DOLLARS in lawful money of the United States of America, on the maturity date shown above, only upon presentation and surrender hereof at the office of the City Controller, Paying Agent of this issue, or its successor, with interest on such sum from the date hereof until paid at the rate per annum specified above, payable on January 1, 2010, and semiannually thereafter on the 1st day of July and January in each year. Interest and principal shall be paid to the registered holder of the Note as shown on the records of ownership maintained by the Registrar as of the 15th day preceding such interest payment date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. This Note is issued pursuant to the provisions of Sections 384.24A and 384.82 of the City Code of Iowa, for the purpose of paying costs of the refunding of outstanding Water Revenue Bonds, Series 2000, dated December 1, 2000, and in order to evidence the obligations of the Issuer under a certain Loan Agreement dated , in -18- conformity to a Resolution of the City Council of the City duly passed and approved. For a complete statement of the revenues and funds from which and the conditions under which this Note is payable, a statement of the conditions under which additional Notes or Bonds of equal standing may be issued, and the general covenants and provisions pursuant to which this Note is issued, reference is made to the above described Loan Agreement and Resolution. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a limited purpose trust company ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other Issuer as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Notes maturing after July 1, 2017, 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 by ordinary mail to the registered owner of the Note. Failure to give such notice by mail to any registered owner of the Notes or any defect therein shall not affect the validity of any proceedings for the redemption of the Notes: All Notes or portions thereof called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment. If selection by lot within a maturity is required, the Registrar shall designate the Notes to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of Notes to be called has been reached. Ownership of this Note may be transferred only by transfer upon the books kept for such purpose by the City Controller, the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Note at the office of the Registrar as designated below, together with an assignment duly executed by the owner hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however, promptly give notice to registered Noteholders of such change. All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial Code and subject to the provisions for registration and transfer contained in the Note Resolution. - 19- This Note and the series of which it forms a part, other obligations ranking on a parity therewith, and any Additional Obligations which may be hereafter issued and outstanding from time to time on a parity with the Notes, as provided in the Note Resolution and Loan Agreement of which notice is hereby given and which are hereby made a part hereof, are payable from and secured by a pledge of the net revenues of the 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 Notes, and other Obligations ranking on a parity therewith, as the same become due. This Note is not payable in any manner by taxation and under no circumstances shall the City be in any manner liable by reason of the failure of the net earnings to be sufficient for the payment hereof. And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to be performed precedent to the lawful issue of this Note, have been existent, had, done and performed as required by law. IN TESTIMONY WHEREOF, the City by its City Council has caused this Note to be signed by the facsimile signature of its Mayor and attested by the facsimile signature of its Clerk, with the seal of the City printed hereon, and authenticated by the manual signature of an authorized representative of the Registrar, the City Controller, Iowa City, Iowa. Item 11, figure 1 =Date of Authentication: Item 12, figure 1 =This is one of the Notes described in the within mentioned Resolution, as registered by the City Controller CITY CONTROLLER, Registrar By: Authorized Signature Item 13, figure 1 =Registrar and Transfer Agent: City Controller Paying Agent: City Controller SEE REVERSE FOR CERTAIN DEFINITIONS Item 14, figure 1 = (Seal) Item I5, figure 1 = (Signature Block) -20- CITY OF IOWA CITY, STATE OF IOWA By: (facsimile signature) Mayor ATTEST: By: (facsimile signature) City Clerk Item 17, figure 1 = (Assignment Block) (Information Required for Registration) STATEMENT OF INSURANCE Financial Security Assurance Inc. ("Financial Security"), New York, New York, has delivered its municipal bond insurance policy with respect to the scheduled payments due of principal of and interest on this Note to the City Controller, Iowa City, Iowa, or its successor, as paying agent for the Notes (the "Paying Agent"). Said Policy is on file and available for inspection at the principal office of the Paying Agent and a copy thereof may be obtained from Financial Security or the Paying Agent. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. the within Note and does hereby irrevocably constitute and appoint attorney in fact to transfer the said Note on the books kept for registration of the within Note, with full power of substitution in the premises. Dated this day of , 2009. (Person(s) executing this Assignment sign(s) here) SIGNATURE GUARANTEED -21- IMPORTANT -READ CAREFULLY The signature(s) to this Power must correspond with the name(s) as written upon the face of the Certificate(s) or Note(s) in every particular without alteration or enlargement or any change whatever. Signature guarantee must be provided in accordance with the prevailing standards and procedures of the Registrar and Transfer Agent. Such standards and procedures may require signature to be guaranteed by certain eligible guarantor institutions that participate in a recognized signature guarantee program. INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER Name of Transferee(s) Address of Transferee(s) Social Security or Tax Identification Number of Transferee(s) Transferee is a(n): Individual* Partnership If the Note is to be registered in the names of multiple individual owners, the names of all such owners and one address and social security number must be provided. The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common IA UNIF TRANS MIN ACT - .......... Custodian .......... (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 Notes and Parity Obligations shall be secured equally and ratably by the Net Revenues of the System without priority by reason of number or time of sale or delivery: -22- Corporation Trust and the revenues of the System are hereby irrevocably pledged to the timely payment of both principal and interest as the same become due. Section I S Application of Note Proceeds -Redemption and Current Refunding of Refunded Bonds. Proceeds of the Notes shall be applied as follows: • An amount equal to accrued interest shall be deposited in the Sinking Fund for application to the first payment of interest on the Notes. • An amount sufficient to meet the Reserve Fund Requirement shall be deposited in the Reserve Fund. • $9,892,637.66 of proceeds shall be deposited in trust with the Treasurer for the payment of the Refunded Bonds and is irrevocably appropriated exclusively to the payment of principal of, interest on and premium, if any, due on the redemption thereof. Said amount shall be held separately from all other moneys or accounts, in cash or direct obligations of the United States, maturing on or before the Call Date of the Refunded Bonds, and is determined to be sufficient to retire on the designated Call Date all of such obligations, together with the interest thereon to the designated redemption date and premium thereon, if any, that may be payable on the redemption of the same. • The remaining proceeds shall be held by the Treasurer and applied to pay the costs of issuance of the Notes. The Refunded Bonds are called and shall be redeemed as of the Call Date. The Clerk is hereby authorized and directed to cause notice of such redemption to be given in compliance with the terms of the Refunded Bonds. Any excess proceeds remaining on hand after completion of the purpose of issuance shall be paid into the Improvement Fund to the maximum required amounts and any remaining amounts shall be used to call or otherwise retire Notes. Section 16. User Rates. There has heretofore been established and published as required by law, just and equitable rates or charges for the use of the service rendered by the System. The rates or charges shall be paid by the owner of each and every lot, parcel of real estate, or building that is connected with and uses the System, by or through any part of the System or that in any way uses or is served by the System. So long as the Notes are outstanding and unpaid the rates 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 -23- and interest on the Notes and Parity Notes and obligations as the same fall due, and to provide' for the creation of reserves as hereinafter provided. Any revenues paid and collected for the use of the System and its services by the Issuer or any department, agency or instrumentality of the Issuer shall be used and accounted for in the same manner as any other revenues derived from the operations of the System. Section 17. Application of Revenues. From and after the delivery of any Notes, and as long as any of the Notes or Parity Obligations shall be outstanding and unpaid either as to principal or as to interest, or until all of the Notes and Parity Obligations then outstanding shall have been discharged and satisfied in the mariner provided in this Resolution, the entire income and revenues of the System shall be deposited as collected in a fund to be known as the Water Revenue Fund (the "Revenue Fund"), and shall be disbursed only as follows: (a) Operation and Maintenance Fund. Money in the Revenue Fund shall first be disbursed to make deposits into a separate and special fund to pay current expenses. The fund shall be known as the Water Revenue Operation and Maintenance Fund (the "Operation and Maintenance Fund"}. There shall be deposited in the Operation and Maintenance Fund each month an amount sufficient to meet the current expenses of the month plus an amount equal to 1/12th of expenses payable on an annual basis such as insurance. After the first day of the month, further deposits may be made to this account from the Revenue Fund to the extent necessary to pay current expenses accrued and payable to the extent that funds are not available in .the Surplus Fund. (b) Sinking Fund. Money in the Revenue Fund shall next be disbursed to make deposits into a separate and special fund to pay the principal and interest requirements of the Fiscal Year on the Notes and Parity Obligations. The fund shall be known as the Water Revenue Note and Interest Sinking Fund (the "Sinking Fund"). The required amount to be deposited in the Sinking Fund in any month shall be the equal monthly amount necessary to pay in full the installment of interest coming due on the next interest payment date on the then outstanding Notes and Parity Obligations, plus the equal monthly amount necessary to pay in full the installment of principal corning due on such Notes on the next succeeding principal payment date until the full amount of such installment is on hand. If for any reason the amount on hand in the Sinking Fund exceeds the required amount, the excess shall forthwith be withdrawn and paid into the Revenue Fund. Money in the Sinking Fund shall be used solely for the purpose of paying principal of and interest on the Notes and Parity Obligations as the same shall become due and payable. -24- (c) Reserve Fund. Money in the Revenue Fund shall be disbursed to maintain a debt service reserve in an amount equal to the Reserve Fund Requirement. Such fund shall be known as the Water Revenue Debt Service Reserve Fund (the "Reserve Fund"). In each month there shall be deposited in the Reserve Fund an amount equal to 25 percent of the amount required by this Resolution to be deposited in such month in the Sinking 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 requited above, .such additional amounts shall be withdrawn and paid into the Revenue Fund. Money in the Reserve Fund shall be used solely for the purpose of paying principal at maturity .of or interest on the Notes and Parity Obligations for the payment of which insufficient money shall be available in the Sinking Fund. Whenever it shall become necessary to so use money in the Reserve Fund, the payments required above shall be continued or resumed until it shall have been restored to the required minimum amount. (d} Improvement Fund. Money in the Revenue Fund shall next be disbursed to maintain a fund to be known as the Water Revenue Improvement Fund (the "Improvement Fund"). The minimum amount to be deposited in the Improvement Fund each month shall be $5,000; provided, however, that when the amount of such deposits in the fund shall equal or exceed $450,000, no further monthly deposits need be made into the Improvement Fund except to maintain it at such level. Money in the Improvement Fund not otherwise specially limited by other provisions of this Resolution shall be used solely for the purpose of paying principal of or interest on the Notes or Parity Obligations when there shall be insufficient money in the Sinking Fund and the Reserve Fund; and to the extent not required for the foregoing, to pay the cost of extraordinary maintenance expenses or repairs, renewals and replacements not included in the annual budget of revenues and current expenses, payment of rentals on any part of the System or payments due for any property purchased as a part of the System, and for capital improvements to the System. Whenever it shall become necessary to so use money in the Improvement Fund, the payments required above shall be continued or resumed until it shall have been restored to the required minimum amount. (e) Subordinate Obli ations. Money in the Revenue Fund may next be used to pay principal of and interest on (including reasonable reserves therefor) any other obligations which by their terms shall be payable from the revenues of the System, but subordinate to the Notes and Parity Obligations, and which have been issued for the purposes of extensions and improvements to the System or to retire the Notes or Parity Obligations in advance of maturity, onto pay for. extraordinary repairs or replacements to the System. -25- (f) Surplus Revenue. All money thereafter remaining in the Revenue Fund at the close of each month may be deposited in any of the funds created by this Resolution, to pay for extraordinary repairs or replacements to the System, or may be used to pay or redeem the Notes or Parity Obligations, any of them, or for any lawful purpose. Money in the Revenue Fund shall be allotted and paid into the various funds and accounts hereinbefore referred to in the order in which the funds are listed, on a cumulative basis on the 10th day of each month, or on the next succeeding business day when the 10th shall not be a business day; and if in any month the money in the Revenue Fund shall be insufficient to deposit or transfer the required amount in any of the funds or accounts, the deficiency shall be made up in the following month or months after payments into all funds and accounts enjoying a prior claim to the revenues shall have been met in full. Section,l8. Outstanding Obli atg~ ions. Nothing in this Resolution shall be construed to impair the rights vested in the Outstanding Obligations. The amounts herein required to be paid into the various funds named in this Resolution shall be inclusive of payments required in respect to the Outstanding Obligations. The provisions of the resolution or resolutions referred to in Section 1 of this Resolution and the provisions of this Resolution are to be construed wherever possible so that the same will not be in conflict. In the event such construction is not possible, the provisions of the resolution first adopted shall prevail until such time as the Notes authorized by the resolution have been paid in full or otherwise satisfied as therein provided at which time the provisions of this Resolution shall again prevail. 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 the State Sinking Fund provided under Chapter 12C of the Code of Iowa, 2009, 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. 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. -26- 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 Re$ardin tg he Operation of the System. The Issuer hereby covenants and agrees with each and every holder of the Notes and Parity Obligations: (a) Maintenance and Efficiency. The Issuer will maintain the System in~ good condition and operate it in an efficient manner and at reasonable cost. (b) Sufficienc~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 l 10 percent of the principal and interest requirements of the Fiscal Year. No free use of the System by the Issuer or any department, agency or instrumentality of the Issuer shall be permitted except upon the determination of the Governing Body that the rates and charges otherwise in effect are sufficient to provide Net Revenues at least equal to the requirements of this subsection. (c) Insurance. That the Issuer shall maintain insurance for the benefit of the Noteholders on the insurable portions of the System of a kind and in an amount which normally would be carried by private companies engaged in a similar kind of business. The proceeds of any insurance, except public liability insurance, shall be used to repair or replace the part or parts of the System damaged or destroyed, or if not so used shall be placed in the Improvement Fund. (d) Accounting and Audits. The Issuer will cause to be kept proper books and accounts adapted to the System and in accordance with generally accepted accounting practices, and will diligently act to cause the books and accounts to be audited annually and reported upon not later than 180 days after the end of each Fiscal Year by an Independent Auditor and will provide copies of the audit report to the holders of any of the Notes and Parity Obligations upon request. The holders of any of the Notes and Parity Obligations shall have at all reasonable times the right to inspect the System and the records, accounts and data of the Issuer relating thereto. (e) State Laws. The Issuer will faithfully and punctually perform all duties with reference to the System required by the Constitution and laws of the State of Iowa, including the making and collecting of reasonable and sufficient rates for services rendered by the System as above provided, and will segregate the -27- revenues of the System and apply the revenues to the funds specified in this Resolution. (f) Pr ~erty. The Issuer will not sell, lease, mortgage or in any manner dispose of the System, or any capital part thereof, including any and all extensions and additions that may be made thereto, until satisfaction and discharge of all of the Notes and Parity Obligations shall have been provided for in the manner provided in this Resolution; provided, however, that this covenant shall not be construed to prevent the disposal by the Issuer of property which in the judgment of its Governing Body has become inexpedient or unprofitable to use in connection with the System, or if it is to the advantage of the System that other property of equal or higher value be substituted therefor, and provided further that the proceeds of the disposition of such property shall be placed in a revolving fund to be used in preference to other sources for capital improvements to the System. Any such proceeds of the disposition of property acquired with the proceeds of the Notes or Parity Obligations shall not be used to pay principal or interest on the Notes or Parity Obligations or for payments into the Sinking or Reserve Fund. (g) Fidelity Bond. The Issuer shall maintain fidelity bond coverage in amounts which normally would be carried by private companies engaged in a similar kind of business on each officer or employee having custody of funds of the System. (h) Additional Charges. The Issuer will require proper connecting charges and/or other security for the payment of service charges. (i) Budget. The Governing Body of the Issuer shall approve and conduct operations pursuant to a system budget of revenues and current expenses for each Fiscal Year. Such budget shall take into account revenues and current expenses during the current and last preceding Fiscal Year. Copies of such budget and any amendments thereto shall be provided to the holders of any of the Notes upon request. Section 2I .Remedies of Noteholders. Except as herein expressly limited the holder or holders of the Notes and Parity Obligations shall have and possess all the rights of action and remedies afforded by the common law, the Constitution and statutes of the State of Iowa, and of the United States of America, for the enforcement of payment of their Notes and interest thereon, and of the pledge of the revenues made hereunder, and of all covenants of the Issuer hereunder. Section 22. Prior Lien and Parit~ligations. The Issuer will issue no other notes, bonds or obligations of any kind or nature payable from or enjoying a lien or claim on the property or revenues of the System having priority over the Notes or Parity Obligations. -28- Additional Obligations may be issued on a parity and equality of rank with the Notes with respect to the lien and claim of such Additional Obligations to the revenues of the System and the money on deposit in the funds adopted by this Resolution, for the following purposes and under the following conditions, but not otherwise: (a) For the purpose of refunding any of the Notes or Parity Obligations which shall have matured or which shall mature not later than three months after the date of delivery of such refunding obligation and for the payment of which there shall be insufficient money in the Sinking Fund and the Reserve Fund; (b) For the purpose of refunding any outstanding Notes, Parity Obligations or general obligation notes or making extensions, additions, improvements or replacements to the System, if all of the following conditions shall have been met: (i) before any such Additional Obligations ranking on a parity are issued, there will have been procured and filed with the City Clerk, a statement of an Independent Auditor, Independent Financial Consultant or a Consulting Engineer, not a regular employee of the Issuer, reciting the opinion based upon necessary investigations that the Net Revenues of the System for the preceding Fiscal Year (with adjustments as hereinafter provided) were equal to at least 1.25 times the maximum amount that will be required in any Fiscal Year prior to the longest maturity of any of the Notes or Parity Obligations for both principal of and interest on all Notes and Parity Obligations then outstanding which are payable from the net earnings of the System and the Additional Obligations then proposed to be issued. For the purpose of determining the Net Revenues of the System for the preceding Fiscal Year as aforesaid, the amount of the gross revenues for such year may be adjusted by an Independent Auditor, Independent Financial Consultant or a Consulting Engineer, not a regular employee of the Issuer, so as to reflect any changes in the amount of such revenues which would have resulted had any revision of the schedule of rates or charges imposed at or prior to the time of the issuance of any such Additional Obligations been in effect during all of such preceding Fiscal Year. (ii) the Additional Obligations must be payable as to principal and as to interest on the same month and day as the Notes herein authorized. -29- (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 or notes shall be refunded only upon a finding of necessity by the Governing Body and only to the extent the general obligation bonds or notes were issued or the proceeds thereof were expended for the System. (v) for purposes of this Section, "preceding Fiscal Year" shall be the most recently completed Fiscal Year for which audited financial statements prepared by a certified public accountant are issued and available, but in no event a Fiscal Year which ended more than eighteen months prior to the date of issuance of Additional Obligations. Section 23. Disposition of Proceeds; Arbitrage Not Permitted. The Issuer reasonably expects and covenants that no use will be made of the proceeds from the issuance and sale of the Notes issued hereunder which will cause any of the Notes to be classified as arbitrage bonds within the meaning of Section 148(a) and (b) of the Internal Revenue Code of the United States, and that throughout the term of the Notes it will comply with the requirements of such statute and regulations issued thereunder. To the best knowledge and belief of the Issuer, there are no facts or circumstances that would materially change the foregoing statements or the conclusion that it is not expected that the proceeds of the Notes will be used in a manner that would cause the Notes to be arbitrage notes. Without limiting the generality of the foregoing, the Issuer hereby agrees to comply with the provisions of the Tax Exemption Certificate and the provisions of the Tax Exemption Certificate are hereby incorporated by reference as part of this Resolution. The Treasurer is hereby directed to make and insert all calculations and determinations necessary to complete the Tax Exemption Certificate in all respects and to execute and deliver the Tax Exemption Certificate at issuance of the Notes to certify as to the reasonable expectations and covenants of the Issuer at that date. The Issuer covenants that it will treat as Yield Restricted any proceeds of the Notes remaining unexpended after three years from the issuance and any other funds required by the Tax Exemption Certificate to be so treated. If any investments are held with respect to the Notes and Parity Obligations, the Issuer shall treat the same for the purpose of restricted yield as held in proportion to the original principal amounts of each issue. -30- The Issuer covenants that it will exceed any investment yield restriction provided in this Resolution only in the event that it shall first obtain an opinion of recognized bond counsel that the proposed investment action will not cause the Notes to be classified as arbitrage bonds under Section 148(a) and (b) the Internal Revenue Code or regulations issued thereunder. The Issuer covenants that it will proceed with due diligence to spend the proceeds of the Notes for the purpose set forth in this Resolution. The Issuer further covenants that it will make no change in the use of the proceeds available for the construction of facilities or change in the use of any portion of the facilities constructed therefrom by persons other than the Issuer or the general public unless it has obtained an opinion of bond counsel or a revenue ruling that the proposed project or use will not be of such character as to cause interest on any of the Notes not to be exempt from federal income taxes in the hands of holders other than substantial. users of the project, under the provisions of Section 142(a) of the Internal Revenue Code of the United States, related statutes and regulations. Section 24. Additional Covenants Representations and Warranties of the Issuer. The Issuer certifies and covenants with the purchasers and holders of the Notes from time to time outstanding that the Issuer through its officers, (a) will make such further specific covenants, representations and assurances as may be necessary or advisable; (b) comply with all representations, covenants and assurances contained in the Tax Exemption Certificate, which Tax Exemption Certificate shall constitute a part of the contract between the Issuer and the owners of the Notes; (c) consult with bond counsel (as defined in the Tax Exemption Certificate); (d}pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Notes; (e) file such forms, statements and supporting documents as may be required and in a timely manner; and (f) if deemed necessary or advisable by its officers, to employ and pay fiscal agents, financial advisors, attorneys and other persons to assist the Issuer in such compliance. Section 25. Discharge and Satisfaction of Notes. The covenants, liens and pledges entered into, created or imposed pursuant to this Resolution may be fully discharged and satisfied with respect to the Notes and Parity Obligations, or any of them, in any one or more of the following ways: (a) By paying the Notes or Parity Obligations when the same shall become due and payable; and (b) By depositing in trust with the Treasurer, or with a corporate trustee designated by the Governing Body for the payment of the obligations and irrevocably appropriated exclusively to that purpose an amount in cash or direct obligations of the United States the maturities and income of which shall be -31- sufficient to retire at maturity, or by redemption prior to maturity on a designated date upon which the obligations may be redeemed, all of such obligations outstanding at the time, together with the interest thereon to maturity or to the designated redemption date, premiums thereon, if any, that may be payable on the redemption of the same; provided that proper notice of redemption of all such obligations to be redeemed shall have been previously published or provisions shall have been made for such publication. Upon such payment or deposit of money or securities, or both, in the amount and manner provided by this Section, all liability of the Issuer with respect to the Notes or Parity Obligations shall cease, determine and be completely discharged, and the holders thereof shall be entitled only to payment out of the money or securities so deposited. Section 26. Resolution a Contract. The provisions of this Resolution shall constitute a contract between the Issuer and the holder or holders of the Notes and Parity Obligations, and after the issuance of any of the Notes no change, variation or alteration of any kind in the provisions of this Resolution shall be made in any manner, except as provided in the next succeeding Section, until such time as all of the Notes and Parity Obligations, and interest due thereon, shall have been satisfied and discharged as provided in this Resolution. Section 27. Amendment of Resolution Without Consent. The Issuer may, without the consent of or notice to any of the holders of the Notes and Parity Obligations, amend or supplement this Resolution for any one or more of the following purposes: (a) to cure any ambiguity, defect, omission or inconsistent provision in this Resolution or in the Notes or Parity Obligations; or to comply with any application provision of law or regulation of federal or state agencies; provided, however, that such action shall not materially adversely affect the interests of the holders of the Notes or Parity Obligations; (b) to change the terms or provisions of this Resolution to the extent necessary to prevent the interest on the Notes or Parity Obligations from being includable within the gross income of the holders thereof for federal income tax purposes; (c) to grant to or confer upon the holders of the Notes or Parity Obligations any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the holders of the Notes; (d) to add to the covenants and agreements of the Issuer contained in this Resolution other covenants and agreements of, or conditions or restrictions upon, the Issuer or to surrender or eliminate any right or power reserved to or conferred upon the Issuer in this Resolution; or -32- (e) to subject to the lien and pledge of this Resolution additional pledged revenues as may be permitted by law. Section 28. Amendment of Resolution Requiring) Consent. This Resolution may be amended from time to time if such amendment shall have been consented to by holders of not less than two-thirds in principal amount of the Notes and Parity Obligations at any time outstanding (not including in any case any Notes which may then be held or owned by or for the account of the Issuer, but including such Refunding Obligations as may have been issued for the purpose of refunding any of such Notes if such Refunding Obligations shall not then be owned by the Issuer); but this Resolution may not be so amended in such manner as to: (a) Make any change in the maturity of interest rate of the Notes, or modify the terms of payment of principal of or interest on the Notes or any of them or impose any conditions with respect to such payment; (b) Materially affect the rights of the holders of less than all of the Notes and Parity Obligations then outstanding; and (c) Reduce the percentage of the principal amount of Notes, the consent of the holders of which is required to effect a further amendment. Whenever the Issuer shall propose to amend this Resolution under the provisions of this Section, it shall cause notice of the proposed amendment to be filed with the Original Purchaser and to be mailed by certified mail to each registered owner of any Note as shown by the records of the Registrar. Such notice shall set forth the nature of the proposed amendment and shall state that a copy of the proposed amendatory Resolution is on file in the office of the City Clerk. Whenever at any time within one year from the date of the mailing of the notice there shall be filed with the City Clerk an instrument or instruments executed by the holders of at least two-thirds in aggregate principal amount of the Notes then outstanding as in this Section defined, which instrument or instruments shall refer to the proposed amendatory Resolution described in the notice and shall specifically consent to and approve the adoption thereof, thereupon, but not otherwise, the Governing Body of the Issuer may adopt such amendatory Resolution and such Resolution shall become effective and binding upon the holders of all of the Notes and Parity Obligations. Any consent given by the holder of a Note pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the instrument evidencing such consent and shall be conclusive and binding upon all future holders of the same Note during such period. Such consent may be revoked at any time after six -33- months from the date of such instrument by the holder who gave such consent or by a successor in title by filing notice of such revocation with the City Clerk. The fact and date of the execution of any instrument under the provisions of this Section may be proved by the certificate of any officer in any jurisdiction who by the laws thereof is authorized to take acknowledgments of deeds within such jurisdiction that the person signing such instrument acknowledged before him the execution thereof, or may be proved by an affidavit of a witness to such execution sworn to before such officer. The amount and numbers of the Notes held by any person executing such instrument and the date of his holding the same may be proved by an affidavit by such person or by a certificate executed by an officer of a bank or trust company showing that on the date therein mentioned such person had on deposit with such bank or trust company the Notes described in such certificate. Section 29. Severability. If any section, paragraph, or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions. Section 30. Continuing Disclosure. The Issuer hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate, and the provisions of the Continuing Disclosure Certificate are hereby approved and incorporated by reference as part of this Resolution and made a part hereof and the Mayor and City Clerk are hereby authorized to execute and deliver the same at issuance of the Notes. Notwithstanding any other provision of this Resolution, failure of the Issuer to comply with the Continuing Disclosure Certificate shall not be considered an event of default under this Resolution; however, any holder of the Notes or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Issuer to comply with its obligations under the Continuing Disclosure Certificate. For purposes of this Section, "Beneficial Owner" means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Notes (including persons holding Notes through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Notes for federal income tax purposes. Section 31. Repeal of Conflicting Ordinances or Resolutions and Effective Date. All other ordinances, resolutions and orders; or parts thereof, in conflict with the provisions of this Resolution are, to the extent of such conflict, hereby repealed; and this Resolution shall be in effect from and after its adoption. -34- ADPOTED AND APPROVED this 20th day of April , 2009. ATTEST: 5~ City erk -35- CERTIFICATE STATE OF IOWA ) SS COUNTY OF JOHNSON ) I, the undersigned City Clerk of the City of Iowa City, State of Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of the City showing proceedings of the City Council, and the same is a true and complete copy of the action taken by the Council with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of the agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting. as required by law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective City offices as indicated therein, that no Council vacancy existed except as may be stated in the proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of the City hereto affixed this era day of April , 2009. City rk, City of Iowa City, State of Iowa (SEAL) 610437.1 /MSWord10714.093